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its obligations under any subsequent contract or agreement,or if the Contractor shall violate any of the
<br /> covenants, agreements,or stipulations of any subsequent contract or agreement,the Buyer(s)shall
<br /> thereupon have the right to terminate any subsequent contract or agreement by giving written notice to
<br /> the Contractor of such termination and specifying the effective date thereof,at least five(5)calendar
<br /> days before the effective date of such termination. In such event,all unfinished drawings,maps,
<br /> photographs or other material prepared by the Contractor under any subsequent contract or agreement
<br /> shall,at the option of the Buyer(s), become its property,and the Contractor shall be entitled to receive
<br /> just and equitable compensation for any satisfactory work completed on such documents,materials,or
<br /> equipment. Notwithstanding the above,the Contractor shall not be relieved of liability to the Buyer(s)
<br /> for damages sustained by the Buyer, by virtue of any breach of any subsequent contract or agreement
<br /> by the Contractor, and the Buyer(s) may withhold any payments to the Contractor until such time as
<br /> the final compensation to the Contractor is determined.
<br /> Any subsequent contract or agreement also may be terminated at the discretion of both parties due to
<br /> circumstances beyond the control of the Contractor,such as national disaster,acts of God,or strikes by
<br /> organized labor unions.
<br /> FTA Interest. FTA has a vested interest in the settlement of any violation of federal law, regulation,or
<br /> requirement,or any disagreement involving the Award,the accompanying Underlying Agreement,and
<br /> any Amendments thereto including,but not limited to,a default, breach, major dispute,or litigation,
<br /> and FTA reserves the right to concur in any settlement or compromise.
<br /> Notification to FTA;Flow Down Requirement. If a current or prospective legal matter that may affect the
<br /> Federal Government emerges,the Recipient must promptly notify the FTA Chief Counsel and FTA
<br /> Regional Counsel for the Region in which the Recipient is located.The Recipient must include a similar
<br /> notification requirement in its Third Party Agreements and must require each Third Party Participant to
<br /> include an equivalent provision in its subagreements at every tier,for any agreement that is a"covered
<br /> transaction"according to 2 C.F.R.§§180.220 and 1200.220.
<br /> The types of legal matters that require notification include,but are not limited to,a major dispute,
<br /> breach,default, litigation,or naming the Federal 97 Government as a party to litigation or a legal
<br /> disagreement in any forum for any reason. Matters that may affect the Federal Government include,
<br /> but are not limited to,the Federal Government's interests in the Award,the accompanying Underlying
<br /> Agreement,and any Amendments thereto,or the Federal Government's administration or enforcement
<br /> of federal laws, regulations,and requirements.Additional Notice to U.S. DOT Inspector General.The
<br /> Recipient must promptly notify the U.S.DOT Inspector General in addition to the FTA Chief Counsel or
<br /> Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of
<br /> potential fraud,waste,or abuse occurring on a Project receiving assistance from FTA.The notification
<br /> provision applies if a person has or may have submitted a false claim under the False Claims Act,31
<br /> U.S.C.§3729,et seq.,or has or may have committed a criminal or civil violation of law pertaining to
<br /> such matters as fraud,conflict of interest,bid rigging,misappropriation or embezzlement,bribery,
<br /> gratuity,or similar misconduct involving federal assistance.This responsibility occurs whether the
<br /> Project is subject to this Agreement or another agreement between the Recipient and FTA,or an
<br /> agreement involving a principal,officer,employee,agent,or Third Party Participant of the Recipient. It
<br /> also applies to subcontractors at any tier.Knowledge,as used in this paragraph, includes,but is not
<br /> limited to,knowledge of a criminal or civil investigation by a Federal,state,or local law enforcement or
<br /> other investigative agency,a criminal indictment or civil complaint,or probable cause that could support
<br /> a criminal indictment,or any other credible information in the possession of the Recipient. In this
<br /> paragraph, "promptly"means to refer information without delay and without change.This notification
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