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to Public Agency, DolT shall have the right to: (i) terminate the Agreement; and (ii) recover <br /> amounts owed by Public Agency to DolT that accrued on or prior to the date of termination. <br /> ARTICLE 8-ASSIGNMENT AND SUBCONTRACTING <br /> 8.1 This IGA may not be assigned, transferred in whole or in part by the Public Agency without <br /> the prior written consent of DolT, which such consent shall not be unreasonably withheld. <br /> DoIT will not assign this Agreement, in whole or in part, to a private entity without the prior <br /> written consent <br /> of Customer. Such consent on the part of the Customer shall not be unreasonably withheld. <br /> ARTICLE 9-AUDIT/RETENTION OF RECORDS <br /> 9.1 Public Agency shall maintain books and records relating to the performance of the IGA <br /> and necessary to support amounts charged to DolT under the IGA. Books and records, <br /> including information stored in databases or other computer systems, shall be maintained by <br /> the Public Agency for a period of three years from the later of the date of final payment <br /> under the IGA or completion of the IGA. If federal funds are used to pay IGA costs,the Public <br /> Agency must retain its records for five years. Books and records shall be available for <br /> review or audit by representatives of: the procuring Agency,the Auditor General,the <br /> Executive Inspector General, DoIT internal auditors orother governmental entities with <br /> monitoring authority,upon reasonable notice and during normal business hours. Public <br /> Agency shall cooperate fully with any such audit and with any investigation conducted by <br /> any of these entities. Failure to maintain books and records shall establish a presumption in <br /> favor of DoIT forthe recovery of any funds paid by DolT under the IGA for which adequate <br /> books and records are not available to support the purported disbursement. The Public Agency <br /> shall not impose a charge for audit or examination of the Public Agency's books and records. <br /> ARTICLE 10- FORCE MAJEURE <br /> 10.1 Failure by either Party to perform its duties and obligations will be excused by unforeseeable <br /> circumstances beyond its reasonable control and not due to its negligence including acts of <br /> nature, acts of terrorism, riots, labor disputes, fire, flood, explosion, and governmental <br /> prohibition. The non-declaring Party may cancel the IGA without penalty if performance does not <br /> resume within 30 days of the declaration. <br /> ARTICLE 11 -CONFIDENTIAL INFORMATION <br /> 11.1 Each party,including its agents and subcontractors,to this Agreement may have or gain access <br /> to confidential data or information owned or maintained by the other Party in the course of <br /> carrying out its responsibilities under this Agreement.Each party recognizes and acknowledges <br /> that the Parties are each subject to the laws of the State of Illinois and the Freedom of <br /> Information Act and, as such, will comply with the provisions of the Act as required by law. <br /> 7 <br />