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ARTICLE 20. AUDITS The City, or its duly authorized representatives or governmental agencies shall, until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records and those of its suppliers which apply to all matters of the City. Such records shall substantially conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. The Contractor agrees to grant access to the City's Auditor to all financial and performance- related records, property, and equipment purchased in whole or in part with government funds. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. ARTICLE 21. SUBSTITUTION OF PERSONNEL In the event the Contractor wishes to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the City in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. ARTICLE 22. CONSENT OF THE CITY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement, including its rights, title or interest in or to the same or any part thereof without the prior written consent of the City. ARTICLE 23. SUB CONTRACTUAL RELATIONS There shall be no sub-contractors for the Services to be performed pursuant to this Agreement. ARTICLE 24. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. ARTICLE 25. TERMINATION FOR CONVENIENCE AND SUSPENSION OF WORK a) The City may terminate this Agreement if an individual or corporation or other entity attempts to meet its contractual obligation with the City through fraud, misrepresentation or material misstatement. b) The City may, as a further sanction, terminate or cancel any other contract(s) that such individual or corporation or other entity has with the City. Such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. 44