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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 withdrawn, reduced, or limited such that Enterprise Services, in its judgment,would 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 <br />