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supporting documentation resulting from any items set forth in this Agreement. If Contractor fails to provide supporting documentation for any costs charged City to City's satisfaction, then Contractor agrees to reimburse City for those costs. Any such audit(s) shall be undertaken by City or its representative(s) at reasonable times and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s). This right to audit shall extend during the length of this Agreement and for a period of three (3) years, or longer if required by law, following the date of final payment under this Agreement. Contractor agrees to retain all necessary records/documentation for the entire length of this audit period. Contractor will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of Contractor's invoices and/or records shall be made within thirty (30) days from presentation of City's findings to Contractor. If Contractor fails to make such payment, Contractor agrees to pay interest, accruing monthly, at a rate often percent (10%) per annum unless another section of this Agreement specifies a higher rate of interest, then the higher rate will prevail. Interest will be computed from the date of written notification of exceptiones) to the date Contractor reimburses City for any exceptiones). If an audit inspection or examination in accordance with this article discloses overcharges (of any nature) by Contractor to City in excess of one percent (1 %) of the value of that portion of the contract that was audited, the actual cost of City's audit shall be reimbursed to City by Contractor. Contractor reserves the right to contest any exception. 8. PROFESSIONAL PRACTICES All services to be provided pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional contractors in similar circumstances in accordance with sound professional practices. Contractor's engineering services will be furnished in accordance with generally accepted professional engineering practice and principles and under the supervision of professional engineers licensed in the State of California Contractor assumes responsibility for any and all negligence, errors or omissions that Contractor commits and any and all such negligence, errors or omissions committed by a subcontractor of Contractor in performance of this Agreement. All equipment and/or materials supplied pursuant to this Agreement shall be merchantable and fit for the intended purpose and shall be free from defects in design, workmanship, and/or materials. Contractor shall provide clear title to all materials supplied hereunder free and clear of all encumbrances. 9. BREACH OF AGREEMENT Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach of Agreement by Contractor, and City may withhold any payment to Contractor for the purpose of set-off until such time as the exact amount of damages due City from Contractor is determined. In addition, City may pursue all remedies 4 25E-6