R2017-79 Purchase Fiber Build Service for Phase 2

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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 terminate the Agreement. 7.3 Rights and Remedies of DoIT. Prior to completion of the Project as determined by acceptance by the Public Agency of the project and payment in full by the Public Agency,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. In addition to the foregoing, Public Agency shall be deemed to have abandoned the Constructed Network,and to have conveyed to DoIT all right,title and interest in and to the Constructed Network,and any and all associated hardware. Public Agency shall provide to DoIT a bill of sale or such other documents as may be reasonably necessary to evidence such abandonment and/or conveyance. 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 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 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, State of Illinois 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 DolTfor the recovery of any funds paid by DoIT under the IGA for which adequate books and records are not available to support the purported 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. 6