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DEPARTMENT shall be free to sell,give, offer or otherwise provide said software and related computer programs
<br /> to any other agency, department, commission, or board of the State of Illinois, as well as any other agency,
<br /> department, commission, board, or other governmental entity of any country, state, county, municipality, or any
<br /> other unit of local government, or to any entity consisting of representatives of any unit of government, for official
<br /> use by said entity. Additionally, the DEPARTMENT shall be free to offer or otherwise provide said software and
<br /> related computer programs to any current or future contractor.
<br /> The DEPARTMENT agrees that any entity to whom the software and related computer programs will be given,
<br /> sold or otherwise offered shall be granted only a use license, limited to use for official or authorized purposes, and
<br /> said entity shall otherwise be prohibited from selling, giving or otherwise offering said software and related
<br /> computer programs without the written consent of both the DEPARTMENT and the GOVERNMENTAL BODY.
<br /> G. Confidentiality Clause. Any documents, data, records, or other information given to or prepared by the
<br /> GOVERNMENTAL BODY pursuant to this Agreement shall not be made available to any individual or
<br /> organization without prior written approval by the DEPARTMENT. All information secured by the
<br /> GOVERNMENTAL BODY from the DEPARTMENT in connection with the performance of services pursuant to
<br /> this Agreement shall be kept confidential unless disclosure of such information is approved in writing by the
<br /> DEPARTMENT.
<br /> H. Reporting/Consultation. The GOVERNMENTAL BODY shall consult with and keep the DEPARTMENT
<br /> fully informed as to the progress of all matters covered by this Agreement.
<br /> 1. Travel Expenses. Expenses for travel, lodging, or per diem could possibly be paid by the
<br /> DEPARTMENT pursuant to this Agreement. The GOVERNMENTAL BODY shall follow the Travel Guide for State
<br /> Employees issued by the Illinois Department of Central Management Services on any travel covered under this
<br /> Agreement.
<br /> J. Indemnification. Unless prohibited by State law, the GOVERNMENTAL BODY agrees to hold harmless
<br /> and indemnify the DEPARTMENT, and its officials, employees, and agents, from any and all losses, expenses,
<br /> damages(including loss of use), suits, demands and claims, and shall defend any suit or action, whether at law or
<br /> in equity, based on any alleged injury or damage of any type arising from the actions or inactions of the
<br /> GOVERNMENTAL BODY and/or the GOVERNMENTAL BODY'S employees, officials, agents, contractors and
<br /> subcontractors, and shall pay all damages, judgments, costs, expenses, and fees, including attorney's fees,
<br /> incurred by the DEPARTMENT and its officials, employees and agents in connection therewith.
<br /> GOVERNMENTAL BODY shall defend, indemnify and hold the DEPARTMENT harmless against a third-party
<br /> action,suit or proceeding("Claim")against the DEPARTMENT to the extent such Claim is based upon an
<br /> allegation that a Product, as of its delivery date under this Agreement, infringes a valid United States patent or
<br /> copyright or misappropriates a third party's trade secret.
<br /> K. Equal Employment Opportunities, Affirmative Action, Sexual Harassment. The GOVERNMENTAL
<br /> BODY will comply with the Illinois Human Rights Act with respect to public contracts, including equal employment
<br /> opportunity, refraining from unlawful discrimination and having a written sexual harassment policy.
<br /> L. Tax identification Number.
<br /> GOVERNMENTAL BODY certifies that:
<br /> 1. The number shown on this form is a correct taxpayer identification number (or it is
<br /> waiting for a number to be issued.), and
<br /> 2. It is not subject to backup withholding because: (a) it is exempt from backup withholding,
<br /> or (b) has not been notified by the Internal Revenue Service (IRS) that it is subject to
<br /> backup withholding as a result of a failure to report all interest or dividends, or (c) the
<br /> IRS has notified the GOVERNMENTAL BODY that it is no longer subject to backup
<br /> withholding, and
<br /> 3. It is a U.S. entity(including a U.S. resident alien).
<br /> NAME OF GOVERNMENTAL BODY: City of Decatur
<br /> Printed 8/11/2014 Page 12 of 17 MPO-Decatur MIP Transportation Study 2015BoBS1029
<br /> BoBS 9073(Rev.07111/14)
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