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professional consultant practice and principles and under the supervision of professionals <br />licensed in the State of California. <br />c. Consultant assumes responsibility for any and all negligence, errors or omissions that <br />Consultant commits and any and all such negligence, errors or omissions committed by a <br />subcontractor of Consultant in performance pursuant to this Agreement. <br />19. MISCELLANEOUS PROVISIONS <br />a. Fiscal Records and Audits Consultant shall keep a correct and current <br />accounting of payroll costs, travel, subsistence, field and incidental expenses. Consultant shall <br />use recognized accounting methods in preparing such invoices and reports. The City reserves <br />the right to designate its own employee representative(s) or its contracted representative(s) <br />with a certified public accounting firm who shall have the right to audit Consultant's <br />accounting procedures and internal controls of Consultant's financial systems and to <br />examine any cost, revenue, payment, claim, other records or supporting <br />documentation resulting from any items set forth in this Agreement. If Consultant fails to <br />provide supporting documentation satisfactory to the City for costs charged, then <br />Consultant agrees to reimburse the City for those costs. Any such audit(s) shall be <br />undertaken by the City or its representative(s) at reasonable times during normal working hours <br />and in conformance with generally accepted auditing standards. Consultant agrees to fully <br />cooperate with any such audit(s). <br />This right to audit shall extend during the length of this Agreement and for a period of <br />three (3) years, or longer if required by law, following the date of final payment under <br />this Agreement. Consultant agrees to retain all necessary records/documentation for the <br />entire length of this audit period. <br />Consultant will be notified in writing of any exception taken as a result of an audit. <br />Any adjustments and/or payments which must be made as a result of any such audit or <br />inspection of Consultant's invoices and/or records shall be made within thirty (30) days from <br />presentation of the City's findings to Consultant. If Consultant fails to make such payment, <br />Consultant agrees to pay interest, accruing monthly, at a rate of ten percent (10%) per <br />annum unless another section of this Agreement specifies a higher rate of interest, then <br />the higher rate will prevail. Interest will be computed from the date of written <br />notification of exception(s) to the date Consultant reimburses the City for any exception(s). <br />If an audit inspection or examination in accordance with this article discloses overcharges <br />(of any nature) by Consultant to the City in excess of one percent (1%) of the value of that <br />portion of the contract that was audited, the actual cost of the City's audit shall be <br />reimbursed to the City by Consultant. Consultant reserves the right to contest any exception. <br />b. Authority. Each undersigned represents and warrants that its signature hereinbelow has <br />the power, authority and right to bind their respective parties to each of the terms of this Agreement, <br />and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />8 <br />25D-12