R2016-133 Execute Intergovernmental Agreement with Illinois Department of Innovation and Technology for Fiber

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ARTICLE 7- DEFAULT 7.1 The following events shall constitute ("Events of Default"),the occurrence of which shall constitute a material breach of this Agreement and entitle the non-defaulting party to seek the rights and remedies available to it under the terms of this Article 7, Default: i) Failure by Public Agency to pay any amount when due and such failure is not cured within thirty(30) calendar days following receipt of written notice of such failure,or ii) Failure by either party to observe or perform any other material obligation under this Agreement when such failure shall continue for a period of thirty(30) calendar days(or such longer period as may be agreed upon by the parties in writing; provided that the defaulting party commences to cure such failure within such thirty(30) calendar day period and thereafter diligently pursues such cure) after written notice. 7.2 Rights and Remedies of Public Agency. Upon the occurrence of an Event of Default by or with respect to DoIT, Public Agency shall be entitled to: (a)terminate the Agreement. 7.3 Rights and Remedies of DoIT. Upon the occurrence of an Event of Default by or with respect to Public Agency, DoIT shall have the right to: (i)terminate the Agreement; (ii) recover actual amounts owed by Public Agency to DoIT that accrued on or prior to the date of termination; and/or(iii) recover Damages. ARTICLE 8-ASSIGNMENT AND SUBCONTRACTING 8.1 This IGA may not be assigned,transferred in whole or in part by the Public Agency without the prior written consent of DoIT,which such consent shall not be unreasonably withheld. DoIT will not assign this Agreement, in whole or in part, to a private entity without the prior written consent of Customer. Such consent on the part of the Customer shall not be unreasonably withheld. ARTICLE 9-AUDIT/RETENTION OF RECORDS 9.1 Public Agency shall maintain books and records relating to the performance of the IGA and necessary to support amounts charged to DoIT under the IGA. Books and records, including information stored in databases or other computer systems, shall be maintained by the Public Agency for a period of three years from the later of the date of final payment under the IGA or completion of the IGA. If federal funds are used to pay IGA costs,the Public Agency must retain its records for five years. Books and records shall be available for review or audit by representatives of: the procuring Agency,the Auditor General,the Executive Inspector General, DoIT internal auditors or other governmental entities with monitoring authority,upon reasonable notice and during normal business hours. Public Agency shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failure to maintain books and records shall establish a presumption in favor of DoIT for the recovery of any funds paid by DoIT under the IGA for which adequate books and records are not available to support the purported 7