How to Respond to Termination Orders
Ask questions. Articulate objections. Request explanations. Point to obstacles. Do not just roll over and obey.
This is the text of a letter from an implementer in response to a suspension notice. Every implementer should have responded along these lines.
We are writing regarding the Suspension Notice ("Suspension") we received on January 28, 2025 in connection with XXXXXXXXXXX issued by the United States Agency for International Development
We write to confirm our understanding that the Suspension was invalidated by the Temporary Restraining Orders ("TROS") issued by the U.S. District Court for the District of Rhode Island on January 31, 2025, and by the U.S. District Court for the District of Columbia on February 3, 2025. Copies of these TROS are attached to this letter as Attachments A and B. In addition to the TROS, which clearly and unmistakably prohibit the Suspension, we further direct your attention to a Jan 31, 2025 notice that the Government provided to all agencies pursuant to the TR issued by the District of Rhode Island, a copy of which is attached to this letter as Attachment C.
The notice, which was distributed to all Federal agencies on January 31 and was required to be distributed to all agency "employees, contractors, and grantees by Monday, February 3, 2025, at 9 a.m.," states:
1. Federal agencies cannot pause, freeze, impede, block, cancel, or terminate any awards or obligations on the basis of the OMB Memo, or on the basis of the President's recently issued Executive Orders.
2. This prohibition applies to all awards or obligations-not just those involving the Plaintiff States in the above-referenced case-and also applies to future assistance (not just current or existing awards or obligations).
On February 10, 2025, the U.S. District Court for the District of Rhode Island issued another order enforce the Government's compliance with the TRO, a copy of which is attached as Exhibit D. The Cour enforcement order, which clearly encompasses any freeze on foreign aid, states:
1. The Defendants must immediately restore frozen funding during the pendency of the TRO until the Court hears and decides the Preliminary Injunction request.
2. The Defendants must immediately end any federal funding pause during the pendency of the TRO.
3. The Defendants must immediately take every step necessary to effectuate the TRO, including clearing any administrative, operational, or technical hurdles to implementation.
The enforcement order also explains that:
The plain language of the TRO entered in this case prohibits all categorical pauses or freezes in obligations or disbursements based on the OMB Directive or based on the President's 2025 Executive Orders. The Defendants received notice of the TRO, the Order is clear and unambiguous, and there are no impediments to the Defendants' compliance with the Order.
It further emphasizes that the Government acknowledged in the notice discussed above that it "understood what the TRO required" - that it could not "pause, freeze, impede, block, cancel, or terminate any awards or obligations on this basis of the OMB Memo, or on the basis of the President's recently issued Executive Orders." (emphasis in original).
Please confirm our understanding that the Suspension is void based on the TROs. We will begin planning to recommence operations and will separately identify in our next payment request the costs we have incurred to (1) comply with the Suspension prior to the TROs, and (2) restart work under the TROs.
Please let us know if you have any questions or concerns about the content of this letter.