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Page 4 of 11 Federal and State Provisions Exhibit C XII. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS a. Consultant acknowledges that the 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to Consultant’s actions relating to the Contract. XIII. TERMINATION FOR CAUSE AND CONVENIENCE a. Consultant’s failure to perform or observe any term, covenant or condition of this Exhibit shall constitute an event of default under the Contract and City may terminate the Contract. b. Suspension for Cause. In addition to all other remedies available to City, if Consultant fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion of it, suspended until the cause for the suspension has been eliminated to City’s satisfaction. (1) Failure to Comply. Consultant will not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Consultant’s failure to comply with the Contract Documents. (2) No Duty to Suspend. City’s right to suspend the Work will not give rise to a duty to suspend the Work, and City’s failure to suspend the Work will not constitute a defense to Consultant’s failure to comply with the requirements of the Contract Documents. c. Suspension for Convenience City reserves the right to suspend, delay, or interrupt the performance of the Work in whole or in part, for a period of time determined to be appropriate for City’s convenience, and not due to any act or omission by Consultant or its Subconsultants. Upon notice by City pursuant to this provision, Consultant must immediately suspend, delay, or interrupt the Work and secure the Project site as directed by City except for taking measures to protect completed or in progress Work as directed in the suspension notice. The Contract Price and the Contract Time will be equitably adjusted by Change Order to reflect the cost and delay impact occasioned by such suspension for convenience. However, the time for completing the Project will only be extended if the suspension causes or will cause delay in Final Completion. d. Termination for Default Consultant may be deemed in default for a material breach of or inability to perform the Contract, including Consultant’s refusal or failure to supply sufficient skilled workers, proper materials, or equipment to perform the Work within the Contract Time; refusal or failure to make prompt payment to its employees, subconsultants, or suppliers or to correct rejected work; disregard of laws, regulations, ordinances, rules, or orders of any public agency with jurisdiction over the Project; lack of financial capacity to complete the Work within the Contract Time; or responsibility for any other material breach of the Contract requirements. (1) Notice. Upon City’s determination that Consultant is in default, City may provide Consultant and its surety written notice of default and intent to terminate the Contract. (2) Termination. Within seven calendar days after notice of intent to terminate for default has been given, unless the default is cured or arrangements to cure the default have been made and memorialized in writing, to City’s satisfaction, City may terminate the Contract by written notice to Consultant with a copy to Consultant’s surety. (3) Waiver. Time being of the essence in the performance of the Work, if Consultant’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven calendar days from the date of the notice of termination, Consultant’s surety will be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement consultant, or by any other means that City determines advisable under the circumstances. Consultant and its surety will be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City will have the right to use any materials, supplies, and equipment DocuSign Envelope ID: 9D598DAC-5F24-41FA-B827-97D013A47ECADocuSign Envelope ID: CEB20404-63F8-4DC5-AE6A-C5FC89DB6F87