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4. TERMINATION OF AGREEMENT <br /> The City may terminate this Agreement for any reason,without cause, upon giving (30) days written <br /> notice to Contractor.Contractor may terminate this Agreement for cause only upon the City's material <br /> breach of this Agreement and failure to cure said breach within thirty (30) days after receiving <br /> Contractor's written notice of said breach.Upon termination,the Contractor shall be compensated for <br /> all work performed for the City prior to termination and shall provide to the City all work completed <br /> through the date of termination.The City's issuance of a notice of termination shall function as a stop <br /> work order, beyond which the Contractor shall not incur any additional costs without the City's and <br /> the Department's express written permission. <br /> 5. ASSIGNMENT AND/OR SUBCONTRACTING <br /> Assignment of any portion of the work under this Agreement must be approved in writing in advance <br /> by the City. If subcontractors are to be used, this does not relieve the Contractor from any prime <br /> responsibility of complete and acceptable performance. The Contractor shall not enter into any <br /> subcontracts or agreements or start any work by the work forces of a subcontractor,with respect to <br /> this Agreement,without the prior written consent of the City.Any work that is subcontracted for this <br /> project must also abide by all clauses and terms listed in this agreement and the City's Request for <br /> Qualifications. <br /> 6. RECORDS <br /> The Contractor shall maintain and retain all books, records, documents and other material, which <br /> relate to the completion of this Agreement, and shall undertake such accounting procedures and <br /> practices as may be deemed necessary to assure proper accounting of all invoices and payments to <br /> and from the City. The City is subject to the Freedom of Information Act and records of the Contractor <br /> are considered records of the City and thus subject to disclosure upon requests or demand of the City. <br /> These records shall be subject at all reasonable times of the normal business day to inspection,review, <br /> or audit by the authorized representative(s)of the City,the Illinois State Auditor,the U.S. Department <br /> of Transportation,or other governmental officials authorized by law to monitor this Agreement,from <br /> the date of the Agreement through and until the expiration of three (3)years after the completion of <br /> the Agreement. <br /> 7. GOVERNING LAW <br /> All work done under this Agreement shall be controlled and governed by the laws of the State of <br /> Illinois.The venue for any litigation arising out of this Agreement must be filed in court in Macon <br /> County, Illinois. <br /> 8. INDEPENDENT CONTRACTOR <br /> The City's relationship to the Contractor under this Agreement shall be that of an independent <br /> Contractor. The Contractor acknowledges that neither it nor its personnel shall be acting as an <br /> 2 <br />