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shall be liable for any and all reasonable costs incurred by City as a result of such default, <br />including but not limited to re-procurement costs of the same or similar services <br />defaulted by Consultant under this Agreement except that, Consultant shall not be liable <br />for any costs exceeding the amount of total compensation payable under this Agreement <br />to Consultant by the City, as identified in Exhibit B. <br />16. AUDIT AND INSPECTION OF RECORDS <br />Consultant shall provide City, the FHWA, Caltrans or other agents of the City, such <br />access to Consultant's accounting books, records, payroll documents and facilities of the <br />Consultant which are directly pertinent to this Agreement for the purposes of examining, <br />auditing and inspecting all accounting books, records, work data, documents and activities <br />related hereto. Consultant shall maintain such books, records, data and documents in <br />accordance with generally accepted accounting principles and shall clearly identify and <br />make such items readily accessible to such parties during Consultant's performance <br />hereunder and for a period of three (3) years from the date of final payment by City. <br />Consultant shall permit any of the foregoing parties to reproduce documents by any means <br />whatsoever or to copy excerpts and transcriptions as reasonably necessary. <br />17. AUDIT REVIEW PROCEDURES <br />a. Any dispute concerning a question of fact arising under an interim or post audit of this <br />contract that is not disposed of by agreement, shall be reviewed by the Executive <br />Director of the Public Works Agency. <br />b. Not later than 30 days after issuance of a final audit report, the Consultant may request a <br />review of unresolved audit issues by the City's Chief Financial Officer. Such request <br />shall be made in writing. <br />c. The filing or review of an audit dispute will not excuse the Consultant from full and <br />timely performance of this Agreement. <br />18. SUBCONTRACTING <br />Consultant shall perform all work contemplated in its Proposal, and no work <br />pursuant to this Agreement shall be subcontracted without the written authorization by City, <br />except that work expressly identified in Consultant's Proposal. Any subcontract in excess of <br />$25,000 shall contain all the provisions of this Agreement which are applicable to <br />subcontractors. <br />19. FORCE MAJEURE <br />Either party shall be excused from performing its obligations under this Agreement <br />during the time and to the extent that it is prevented from performing by an unforeseeable <br />cause beyond its control, including but not limited to: any incidence of fire, flood; acts of <br />God; commandeering of material, products, plants or facilities by the federal, state or local <br />government; national fuel shortage; or a material act or omission by the other party; when <br />satisfactory evidence of such cause is presented to the other party, and provided further that <br />such nonperformance is unforeseeable, beyond the control and is not due to the fault or <br />25E-12