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<br /> ' C. Termination. 'ff the DEPARTMENT IS dissatisfied Wlth the GOVERNMENTAL BODY�S
<br /> p@rfOR71a�Ce 01'b211@V@S th8t the�@ h8S b@@Il 8 SUbSte�t181 d2Cf82Se I� th8 GOVERNMENTAL BODY�S
<br /> performance, the DEPARrnnENT may give written notice that remedial action shall be taken by the
<br /> GovERNnnENTA� BooY within seven (7) calendar days. If such action is not taken within the time
<br /> afforded, the DEPaRTMENr may terminate the Agreement by giving seven (7) days written notice to
<br /> th2 GOVERNMENTAL BODY. AddltlOf1811y, the Department may terminate the Agreement by giving
<br /> thirty (30) days written notice. In either instance, th@ GOVERNMENTAL BODY Sh2ll b2 p81d fOf th2
<br /> value of all authorized and acceptable work performed prior to the date of termination, based upon
<br /> the payment terms set forth in the Agreement.
<br /> D. Location of Service. Service to be performed by the GovERNMENra� Bo�Y shall be
<br /> performed as described in Part 5.
<br /> E. Ownership of DocumentslTitle to Work. All documents, data and records produced by
<br /> GOVERNMENTAL BODY 111 Caf�/ICt9 OUt GOVERNMENTAL BODY's obligations and services hereunder,
<br /> without limitation and whether preliminary or final, shall become and remain the property of the
<br /> Department. The DEPaRTnnENr shall have the right to use all such documents, data and records
<br /> without restriction or limitation and without additional compensation to GovERNnnErvTa� Bo�Y. All
<br /> documents, data and records utilized in performing research shall be available for examination by
<br /> the DEPARTnnEtvT upon request. Upon completion of the services hereunder or at the termination
<br /> of this Agreement, all such documents, data and records shall, 2t th@ OptlOtl Of th@ DEPARTMENT,
<br /> be appropriately arranged, I�d@X2d efld d211V@�@d to th@ DEPARTMENT by GOVERNMENTAL BODY.
<br /> F. Software. All software and related computer programs produced and developed by
<br /> GOVERNMENTAL BODY (or authorized contractor or subcontractor thereofl in carrying out
<br /> GOVERNMENTAL BODY's obligation hereunder, without limitation and whether preliminary or final,
<br /> shall become and remain the property Of bOth DEPARTMENT 211d GOVERNMENTAL BODY. Th@
<br /> DEPARTMENT Shell b@ ff@2 to sell, give, offer or otherwise provide said software and related
<br /> computer programs to any other agency, department, commission, or board of the State of Illinois,
<br /> as well as any other agency, department, commission, board, or other governmental entity of any
<br /> country, state, county, municipality, or any other unit of local government, or to any entity
<br /> consisting of representatives of any unit of government, for official use by said entity. Additionally,
<br /> the DEPaRTnnErvr shall be free to offer or otherwise provide said software and related computer
<br /> programs to any current or future contractor.
<br /> The DePARTMeNr agrees that any entity to whom the software and related computer programs will
<br /> be give, sold or otherwise offered shall be granted only a use license, limited to use for official or
<br /> authorized purposes, and said entity shall otherwise be prohibited from selling, giving or otherwise
<br /> offering said software and related computer programs without the written consent of both
<br /> DEPARTMENT 2�d GOVERNMENTAL BODY.
<br /> G. Confidentiality Clause. Any documents, data, records, or other information given to or
<br /> prepared by GoveRNnneN'rA�Bo�Y pursuant to this Agreement shall not be made available to any
<br /> individual or organization without prior written 2pPfOV21 by th8 DEPARTMENT. All information
<br /> secured by GoveRNnnertTA� Bo�Y from the DeP,aRTnnENT in connection with the performance of
<br /> services pursuant to this Agreement shall be kept confidential unless disclosure of such
<br /> information is approved in writing by the DEPARTnnern'.
<br /> H. Reporting/Consultation. GOVERNMENTAL BODY shall consult with and keep the
<br /> DePArtTnneNT fully informed as to the progress of all matters covered by this Agreement.
<br /> 1. Travel Expenses. No expenses for travel, lodging, or per diem shall be paid by the
<br /> DEPARTnnEr�pursuant to this Agreement.
<br /> J. Indemnification. Unless prohibited by State law, the GOVERNMENTAL BODY agrees to
<br /> hold harmless and indemnify the DEPARTMENT, and its ofFcials, employees, and agents, from any
<br /> and all losses, expenses, damages (including loss of use), suits, demands and claims, and shall
<br /> defend any suit or action, whether at law or in equity, based on any alleged injury or damage of '
<br /> Intergovemmental Agreement(Rev.O1/03) 8 Decatur/IL Tomorrow/CPG 03-19
<br /> Urban Corridor Revitalization
<br /> Strategy Phase II '
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