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of such suspension or termination for withdrawal of authority, neither Enterprise
<br /> Services nor any Participant shall have any obligation or liability to Contractor.
<br /> (b) TERMINATION FOR CHANGE OF AUTHORITY. Enterprise Services may suspend or terminate
<br /> this Master Contract if, during the term hereof, federal procurement authority is
<br /> withdrawn, reduced, or limited such that Enterprise Services, in its judgment,would
<br /> lack authority to enter into this Master Contract as a State Cooperative Purchasing
<br /> Schedule under applicable federal law; Provided, however, that such suspension or
<br /> termination for withdrawal of authority shall only be effective upon twenty(20)days
<br /> prior written notice; and Provided further, that such suspension or termination for
<br /> withdrawal of authority shall not relieve any Participant from payment for goods
<br /> and/or services already ordered as of the effective date of such notice. Except as
<br /> stated in this provision, in the event of such suspension or termination for
<br /> withdrawal of authority, neither Enterprise Services nor any Participant shall have
<br /> any obligation or liability to Contractor.
<br /> (c) TERMINATION FOR PUBLIC CONVENIENCE. Enterprise Services, for public convenience,
<br /> may terminate this Master Contract; Provided, however, that such termination for
<br /> public convenience must, in Enterprise Services'judgment, be in the best interest of
<br /> the State of Washington; and Provided further, that such termination for public
<br /> convenience shall only be effective upon sixty (60) days prior written notice; and
<br /> Provided further, that such termination for public convenience shall not relieve any
<br /> Participant from payment for goods and/or services already ordered as of the
<br /> effective date of such notice. Except as stated in this provision, in the event of such
<br /> termination for public convenience, neither Enterprise Services nor any Participant
<br /> shall have any obligation or liability to Contractor.
<br /> 16.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or
<br /> in part),the parties shall cooperate to ensure an orderly and efficient suspension or termination.
<br /> Accordingly, Contractor shall deliver to Participants all goods and/or services that are complete
<br /> (or with approval from Enterprise Services,substantially complete)and Participants shall inspect,
<br /> accept, and pay for the same in accordance with this Master Contract and the applicable
<br /> Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor shall not
<br /> process any orders after notice of suspension or termination inconsistent therewith.
<br /> 17. FTA ROLE IN DISPUTES,BREACHES,DEFAULTS,OR OTHER LITIGATION.
<br /> 17.1. FTA INTEREST. The U.S. Federal Transit Administration ("FTA") has a vested interest in the
<br /> settlement of any violation of federal law, regulation, or requirement, or any disagreement
<br /> involving the award, this Master Contract, and any amendments thereto including, but not
<br /> limited to, a default, breach, major dispute,or litigation. Accordingly, FTA shall have the right to
<br /> concur in such any settlement or compromise.
<br /> 17.2. NOTIFICATION TO FTA. If a current or prospective legal matter that may affect the Federal
<br /> Government emerges, Enterprise Services and Participant promptly shall notify the FTA Chief
<br /> Counsel,or FTA Regional Counsel for the Region in which Enterprise Services and Participant are
<br /> located.
<br /> 1.The types of legal matters that require notification include, but are not limited to,a major
<br /> dispute,breach,default,litigation,or naming the Federal Government as a party to litigation
<br /> or a legal disagreement in any forum for any reason.
<br /> MASTER CONTRACT No.06719-01
<br /> PAGE 27
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