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

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disbursement.The Public Agency shall not impose a charge for audit or examination of the Public Agency's books and records. ARTICLE 10- FORCE MAJEURE 10.1 Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence including acts of nature, acts of terrorism, riots, labor disputes,fire,flood,explosion, and governmental prohibition. The non-declaring Party may cancel the IGA without penalty if performance does not resume within 30 days of the declaration. ARTICLE 11- CONFIDENTIAL INFORMATION 11.1 Each party, including its agents and subcontractors,to this Agreement may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Agreement. Each party recognizes and acknowledges that the Parties are each subject to the laws of the State of Illinois and the Freedom of Information Act and, as such, will comply with the provisions of the Act as required by law. Customer information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be considered public.Any request for documents related to this Agreement shall be provided to the other Party in sufficient time for an objection to disclosure of the requested documents to be made. No confidential data collected, maintained, or used in the course of performance of the Agreement shall be disseminated except as authorized by law, either during the period of the contract or thereafter.The Parties must return any and all confidential data collected, maintained, created or used in the course of the performance of the Agreement, in whatever form it is maintained, promptly at the end of the Agreement,or earlier at the request of either Party,or notify the Party of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party's possession prior to its acquisition from the disclosing Party, received in good faith from a third-party not subject to any confidentiality obligation to the disclosing Party, now is or later becomes publicly know through no breach of confidentiality obligation by the receiving Party, or is independently developed by the receiving Party without the use or benefit of the disclosing Party's confidential information. ARTICLE 12- INDEMNIFICATION AND LIABILITY 12.1 To the extent permitted by law, Public Agency shall indemnify and hold harmless DoIT, its agencies, officers, employees, agents and volunteers from any and all costs,demands,expenses, losses, claims,damages, liabilities,settlements and judgments, including in-house and contracted attorneys'fees and expenses, arising out of: (a) any actual or alleged death or injury to any person,damage to any property or any other damage or loss claimed to result in whole or in part from Public Agency's negligent performance; or(b) any act,activity or omission of Public Agency or any of its employees, representatives, or agents. Neither Party shall be liable for incidental,special,consequential or punitive damages. DoIT agrees to reasonably cooperate with 8