                    FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

THE ARC OF WASHINGTON STATE INC.,           
a Washington Corporation on behalf
of its members; GUADALUPE E. CANO,
by and through her guardian Delia
C. Cano; OLIVIA MURGUIA, by and
through her guardian Teri L. Hewett;
LORIANNE V. LUDWIGSON, by and
through her guardians Donald and
Sheryl Ludwigson,
                  Plaintiffs-Appellants,
                   v.                             No. 03-35605
DENNIS BRADDOCK, in his official
capacity as the Secretary of the                   D.C. No.
                                                CV-99-05577-FDB
Washington Department of Social
                                                   OPINION
and Health Services;* DEPARTMENT
OF SOCIAL & HEALTH SERVICES
STATE OF WASHINGTON; FINANCIAL
MANAGEMENT OFFICE OF THE STATE OF
WASHINGTON; MARTY BROWN, in his
official capacity as Director of the
Washington Office of Financial
Management; TIMOTHY R. BROWN, in
his official capacity as the Director
of the Washington State Division of
Developmental Disabilities;                 


  *Dennis Braddock is substituted for his predecessor, Lyle Quasim, as
Secretary of the Washington Department of Social and Health Services.
Fed. R. App. P. 43(c)(2).

                                3793
3794             ARC   OF   WASHINGTON v. BRADDOCK


DEVELOPMENTAL DISABILITIES                    
DIVISION; CHRISTINE GREGOIRE,** in
her capacity as Governor of the               
State of Washington,
               Defendants-Appellees.          
         Appeal from the United States District Court
            for the Western District of Washington
         Franklin D. Burgess, District Judge, Presiding

                 Argued October 4, 2004 and
        Submitted March 29, 2005—Seattle, Washington

                       Filed March 29, 2005

       Before: Alex Kozinski, Ferdinand F. Fernandez, and
               Richard R. Clifton, Circuit Judges.

                   Opinion by Judge Fernandez




  **Christine Gregoire is substituted for her predecessor, Gary Locke, as
Governor of the State of Washington. Fed. R. App. P. 43(c)(2).
3796             ARC   OF   WASHINGTON v. BRADDOCK


                              COUNSEL

Larry A. Jones, Law Offices of Larry A. Jones, Seattle, Wash-
ington; Susan Delanty Jones, Preston Gates & Ellis LLP,
Seattle, Washington, for the plaintiffs-appellants.

William M. Van Hook and Edward J. Dee, Assistant Attor-
neys General, Office of the Attorney General, Olympia,
Washington, for the defendants-appellees.


                              OPINION

FERNANDEZ, Circuit Judge:

   The Arc of Washington State, Inc., and three developmen-
tally disabled individuals (collectively Arc) appeal the grant
of partial summary judgment against them, decertification of
a class, and dismissal of their action against the Washington
State Department of Social and Health Services, and others,
(collectively DSHS). Arc claims that the district court com-
mitted numerous errors, including a ruling against Arc on the
claim that Title II of the Americans with Disabilities Act of
1990, Pub. L. No. 101-336, 104 Stat. 327 (more particularly,
42 U.S.C. § 12132) is violated by a restriction on the number
of people who can participate in the special Medicaid waiver
program that provides for alternatives other than institutional-
ization for developmentally disabled people. 42 U.S.C.
§ 1396n(c). We affirm on the ADA issue.1




  1
    We dispose of the other claims in an unpublished memorandum dispo-
sition and, based on that, remand for further proceedings.
                 ARC   OF   WASHINGTON v. BRADDOCK               3797
                            BACKGROUND

   Medicaid is a program under which the federal government
provides financial assistance to participating states to help
them furnish care to low-income persons. If a state chooses to
participate, which all 50 have, it must comply with the federal
requirements and regulations, and it must also submit a plan
for approval by the federal regulators. See Children’s Hosp.
& Health Ctr. v. Belshe, 188 F.3d 1090, 1093 (9th Cir. 1999).

   DSHS devised a plan for providing services to qualified
developmentally disabled individuals and divided it into two
components. First, it funded Intermediate Care Facilities for
the Mentally Retarded (ICF/MR), which are generally large
public institutions that are made available to any person who
meets the eligibility requirements for admission. See 42
U.S.C. § 1396d(a)(15), (d). In addition, the plan used some
ICF/MR funds to support smaller, privately operated resi-
dences that serve between six and forty individuals each. Sec-
ond, in an effort to gain more flexibility in developing its
programs and to offer alternatives other than institutionaliza-
tion, DSHS sought and received a waiver of certain ICF/MR
rules. 42 U.S.C. § 1396n(c)(1); 42 C.F.R. § 441.300. That
waiver program was known as the Home and Community-
Based Services waiver (HCBS), or the Community Alterna-
tives Program (CAP).2 HCBS provided a variety of noninsti-
tutional care options for qualified persons who desire to live
at home or independently.

   Central to the question presented to us is the HCBS limita-
tion of its special services to a particular number of individu-
als — 9,977 when this action was filed. Such a limitation is
expressly contemplated by the Medicaid waiver provisions.
See 42 U.S.C. § 1396n(c)(9), (10); 42 C.F.R. § 441.303(f)(6).
  2
  For the sake of clarity, the program will be referred to hereafter as
HCBS.
3798           ARC   OF   WASHINGTON v. BRADDOCK
Yet Arc asserts that it violates the ADA. The district court
disagreed; hence, this appeal.

                           DISCUSSION

  What the issue in this case amounts to is a claim that the
Medicaid provisions and the ADA clash. Thus, we are pre-
sented with a question of statutory interpretation, which we
review de novo. See Friend v. Reno, 172 F.3d 638, 641 (9th
Cir. 1999).

  [1] We start with the statutory provisions themselves. As
we have noted, the Medicaid statute and regulations do pro-
vide for waivers that will permit the provision of services at
home. However, Congress saw that as a limited kind of pro-
gram and, therefore, included the following provisions in 42
U.S.C. § 1396n(c), the waiver portion of the statute:

       (9) In the case of any waiver under this subsection
    which contains a limit on the number of individuals
    who shall receive home or community-based ser-
    vices, the State may substitute additional individuals
    to receive such services to replace any individuals
    who die or become ineligible for services under the
    State plan.

       (10) The Secretary shall not limit to fewer than
    200 the number of individuals in the State who may
    receive home and community-based services under a
    waiver under this subsection.

The regulations follow up on that and go on to require that the
limitations must be adhered to. In fact:

      The State must indicate the number of undupli-
    cated beneficiaries to which it intends to provide
    waiver services in each year of its program. This
    number will constitute a limit on the size of the
               ARC   OF   WASHINGTON v. BRADDOCK            3799
    waiver program unless the State requests and the
    Secretary approves a greater number of waiver par-
    ticipants in a waiver amendment.

42 C.F.R. § 441.303(f)(6). Washington obtained that kind of
waiver and has adhered to its limitations. There is no indica-
tion that Washington is not making full use of the available
slots; rather, Arc complains that once the program is full, peo-
ple must await openings before they can be added to the pro-
gram.

   [2] On the other hand, the ADA provides that “no qualified
individual with a disability shall, by reason of such disability,
be excluded from participation in or be denied the benefits of
the services, programs, or activities of a public entity, or be
subjected to discrimination by any such entity.” 42 U.S.C.
§ 12,132. And the regulations, which flesh out that provision,
indicate that: “[a] public entity shall administer services, pro-
grams, and activities in the most integrated setting appropriate
to the needs of qualified individuals with disabilities.” 28
C.F.R. § 35.130(d). Because of that, says Arc, states cannot
maintain the cap and must, actually, make the HCBS program
available to every developmentally disabled person who could
qualify for an ICF/MR setting, but who wishes to be in a
HCBS setting instead. We do not agree.

   Of course, the policy behind the ADA is a powerful one,
and speaks to individuals’ yearning to be as free as possible
from institutionalization, with its concomitant segregation and
restrictions. See, e.g., Olmstead v. L.C. ex rel. Zimring, 527
U.S. 581, 599-601, 119 S. Ct. 2176, 2186-87, 144 L. Ed. 2d
540 (1999). But, the policy behind the Medicaid provision is
one of experimentation, and the ADA requirements are not
boundless. Id. at 603, 119 S. Ct. at 2188 (plurality). Indeed,
if they were so, they might break Medicaid’s back. See Bry-
son v. Shumway, 308 F.3d 79, 87 (1st Cir. 2002).

   [3] Thus, to the extent that the statutes point in opposite
directions, one of them must prevail. In this case, the Medic-
3800            ARC   OF   WASHINGTON v. BRADDOCK
aid statute should receive the laurel wreath because, “[w]here
there is no clear intention otherwise, a specific statute will not
be controlled or nullified by a general one, regardless of the
priority of enactment.” Crawford Fitting Co. v. J.T. Gibbons,
Inc., 482 U.S. 437, 445, 107 S. Ct. 2494, 2499, 96 L. Ed. 2d
385 (1987) (citation and internal quotation marks omitted);
see also Morales v. Trans World Airlines, Inc., 504 U.S. 374,
384-85, 112 S. Ct. 2031, 2037, 119 L. Ed. 2d 157 (1992). As
we said in S.V. v. Sherwood School District, 254 F.3d 877,
881 (9th Cir. 2001), “[i]t is a well-established tenet of statu-
tory construction that a specific statute controls over a general
statute.” If Arc were correct, the general ADA injunction
against discrimination would repeal the specific Medicaid
provisions for limited waiver programs. That cannot be. In so
stating, we do not mean that the ADA has nothing whatsoever
to say about a state’s obligation to provide community-based
services to the disabled. We have already held to the contrary.
See Townsend v. Quasim, 328 F.3d 511, 520 (9th Cir. 2003).
We merely state that the ADA does not overcome the specific
cap provisions in the Medicaid statute.

   [4] To put it somewhat less starkly, the ADA and the Med-
icaid statutes and regulations can be harmonized so that each
is effective in its own way. See FCC v. NextWave Pers. Com-
munications Inc., 537 U.S. 293, 304, 123 S. Ct. 832, 840, 154
L. Ed. 2d 863 (2003). Thus, congressional intent, as far as it
can be discerned, can be given the “fullest expression” possi-
ble. Get Oil Out! Inc. v. Exxon Corp., 586 F.2d 726, 729 (9th
Cir. 1978). Medicaid fund availability will itself encourage
the use of HCBS services for the developmentally disabled,
a prime goal of the ADA, but the ADA will not fundamentally
upset the Medicaid program. Similarly, the states will be left
with reasonable leeway in their provision of services. See
Olmstead, 527 U.S. at 603-04, 119 S. Ct. at 2188 (plurality).

                           CONCLUSION

   [5] We hold that notwithstanding the accommodation pro-
visions of the ADA, states are permitted to use the cap pro-
                ARC   OF   WASHINGTON v. BRADDOCK              3801
vided in the Medicaid law when they utilize the Medicaid
waiver program for HCBS.

  AFFIRMED on the issue discussed in this opinion.3 The
parties shall bear their own costs on appeal.




  3
  We note that we reverse and remand on certain issues in this case,
which are considered in a memorandum disposition filed on this date.
