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HomeMy WebLinkAbout112468 FELSBURG HOLT & ULLEVIG INC - CONTRACT - RFP - P991 TRANSIT PLANpqq I PROFFSSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this l7th day of Au&-ust, 2005, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QLIALITY PLANNING COUNCIL (the ""MPO") and Felsburg Holt & Ullcvig. ("Professional"). In consideration ofthe mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: I . Scone of Set -vices.. Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A and incorporated herein by this reference (the "Scope of Services"). 1), Time. The services to be performed pursuant to this Agreement shall be initiated A as -.specified on the Scope of Services. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 1 Contrict-Ped-od. "Phis his A geetticut shall commence on August 17, 2005, and shall continue in full force and effect until January 311, 2006, unless terminated sooner as herein provided, 4. Default., Each and every term and condition hereof shall be (teemed to be a material element of this Agreement. In the event either party should fail or refluse to perl'onri according to the teens of this agreement, such party inay be declared in default, and this Agreement may be terminated. 5, Eariv Termination by MPO. Notwithstanding the tirric periods contained herein, the MPO may terminate this Agreement at any time for the NIPO's convenience or because of the failure of Professional to fulfill the contract obligations, The MPO shall terminate by providing at least fifteen (15) days prior written notice of termination by delivering to Professional a notice of termination specifying the nature, extent, and effective date of the termination. Upoll receipt of the notice, Professional shall immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the MPO all data, drawings, specitiQations, reports, estimate,,;, summaries, and other information and materials accumulated in performing this contract. whether completed or in process. If the termination is for convenience, the MPO shall alake all equitable udjustinent in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of Prot'essional to fitiltill the coatract obligations, the M110 may complete the work and Professional shall he liable flor anv additional cost incurred by the MPO, If, after termination for failure to fulfill contract obligations, it is kictcrillitrod that "J ;s not III default, the lights and obligations of the parties shall be the saIne as if the termination had been issued for the convenience ol'the M110, f-)Wl2IjU1-1ity -t0-CUrC, In the Casc oi'a breach or def,ault, the MPO rnay. in its sole discretion, allow Professional ,I period of tune in which to cure the defect. [)I such case, the notice oftcri-nination shall state the time period in which cure is permitted and other appropriate conditions. 11'Professional Flails to remedy to the NIPO's satisfaction the breach or default or any 5 Sharcd CoA r iii,-w is i-m, Fi I C , 11,-% P9,) I 'lei 1wilo, ,r>i MdAkal hwl,a PIm I)()(- (c) When FTA awards Federal assistance fi)r experimental, developmental, or research work, it is PTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Professional pe-l-fortning experimental, developmental, or research work required by this Ageement agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental,, developmental, or research work, which is the subject of the underlying contract. is not Completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct, This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for Professional's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital prpjccts. (d) U'iilcss prohibited by state law, upon request by the Federal Government, the MPO and Professional agree to indemnify, save, and hold harmless the Federal Government, its offlicers, agents, and erriployce, acting within the scope of their official duties against any liability, including costs and expenses, resulting frorn any willful or intentional violation by the MP0 or Professional ol'proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery. use, or di,,position, of arty data furnished under that Contract. Neither the MPG nor Professional shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing, contained herein shall imply a license to the Federal Goventment under any patent or he construed as affecting the scope of any license or other right o1henvise granted to the Federal Government under any patent. (f) Data developed by professional and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work require(] by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c). and (d) of this clause, provided that Professional identifies that data in writing at the time, ot'delivery of the contract ~cork. (g) Unless FTA deterruines otherwise, Professional agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provikled by FTA. (3) Unless the Vedev.tl Gwcrnnient latc, makes a contrary determination m writing, irrespective of Professsional's status (i,c- it large husiness, small I)Ullmess,. state gmcninient or state ilistrulnentalitv, local government, itonprolit organization, institution, of higher education, indkidual, etc.), the M110 and professional agree to take the necessary actions to Provide. through FTA, those rights in that inventioa (hic they Federal Government as described in I-S. Department of Corrinwrcv regulations, "Rights to Imenlions ~lade by Nonprofit Organisations and Striall Business, Firms I I!nder Govcrwneat Grants, ( ontracts and Cooperative Agreements," 17 C.EW Part 401, S 91dldK ON! RM PHik, f W.; -FSA s' )I of \,Ind'm I ;11"I� Pha, tY"'( (4) Professional agrees to include these requirements in each subcontract for experimental, developmental,, or research work financed in whole or in part with Federal assistance provided by FTA. B, Patent Rights: (1) If any invention, improvement, or discovery is COT1CCiVCd or first actually reduced to practice in the course of or under this Agreen-tent, and that invention, improvement, or discovery is patentable under the laws of the United States of America or Suzy foreign country, Professional agrees to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified, (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of Professional's status (a large business, small business, state governi-ricnt or state instrumentality, local govermnent, nonprofit organization, institution of higher education, individual), professional agrees to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S, Department of' Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Fin -as Under Government Grants, Contracis rind Cooperative Agreements," 371 C.F.R. Part 401. ( 1) Professional agrees to include the requirements, of this clause in each subcontract for experimental, developmental, or research work financed in whole or in Part with Federal assistance provided by F1 A, S, >h,kred ( ON H?, 1. IS HW F If! i PS,ll,qi john,l,w!i 'vId I ikv H,m VK)( of the temis, covenants, or conditions of this Ain , cement within ten (10) days after receipt by Professional of'written notice from the MPO setting forth the nature of said breach or default, the MPO may terminate the A I pgreement without any further obligation to Professional and seek damages, may treat the Agreement as continuing and require specific performance, or may avail itself of any other remedy at law or equity. If the MPO commences legal or equitable actions against Professional, Professional shall be liable to the MPO for the MPO's reasonable attorney fees and costs incurred because of die default. Any such termination for default shall not in any way operate to preclude the MPO from also pursuing all available remedies against Professional and its sureties for said breach or default. 7. Waiver of'Rernedies for ajiv Breach, If the MPO elects to waive its remedies for any breach by Professional of any covenant, term or condition of this Agreement, such waiver by the MPO shall not limit the MPO's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement, 8. Responsibility. Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, , plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 9. bideninification. Tire Professional agrees, to the Fullest exivirt permitted by law, to indemnify and hold harmless the MPO, its officers, directors and employees (collectively, MPO) against all damages, liabilities or costs. including reasonable attorneys' fees and defense costs, to the extent caused by the Professional's negligent performance of professional services under this Agreement and that of its sub -consultants or anyone far whoni the Professional is legally liable, The MIPO agrees, to the fullest extent perm nted by law. to indemnify and hold harmless the Profcssional, its officers, directors, employees and sub -consultants (collectively, Professional) against all darnages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the 'vlP(Ys negligent acts in connection with the Project and the acts of its contractors, subcontracton, or consultant,,, or anyone for whom the MPO is legally liable. Neither the IMPO nor the Professional shall be obligated to indemnify the other party in any Z7 1 manner whatsoever for the other party"s own negligei ice. 1(). Insurance,. Professional shall rnoiiritain conimercial izencral Iiabilitv insurance in the arnoUnt ofS500,,000 combined Sinele limits, 'and errors and owissions insurance in the amount of sl'000'000 11, C In consideration of the �erviccs to be porforored pursuant to this Agreeracitt, the MPO agrees to pay Professional oi-i a tin)e and reimbursable direct cost basis according to the Sk'lledule outlined in the Scope of Work Exhibit A, with maximum coinpciisation (for both Prcifcssional's time and reimbursable direct casts) riot to exceed -1'%A!Qi!tV- Four Tbousand Eight Hundred Nineiy Three Dollar� (�24,S91.00). Monthly invoices are required Jild shall include a description ofscryices pertOrmcd, :,fl1�on- ,vith number of hours and S '-111�3aod('O" I I IV I i I 1' , f"i P)(' I )NId ik-n Wind"'31 hwlsizp'xl DO( stated rates per hour, Supporting documentation shall also tic submitted for any reimbursable direct costs. The amounts of all such billings shall be based upon the Professional's MPO- verified progress in completing the services to be performed pursuant to the Scope of Services and upon approval of the Professional's direct reimbursable expenses. Final payment shalt he made following acceptalice of the work by the MI PO. 11 ' Records arid _Reports, The %APO and Professional shall maintain all books, records, and other documentation pertaining to the Scope of Serti'iccs and necessary to completely substantiate all costs incurred and billed to the MPO during the terin of this Agreement for a period of three (3) years fi-orn the date of final payment under the terms of this Agreement. These records shall he made available for inspection and audit to any state or federal authority authorized to inspect such records arid copies thereof shall be furnished at the expense of Professional. if so requested. 13. Ownership of' Work Product. Upon final paynient, all designs, plans, reports, specifications, drawings, and other services rendered by Professional shall bccome the sole property of the MPO, which shalt have the royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use and authorize others to use all such materials for authorized government purposes. Other entities that may reproduce, publish, or otherwise use the designs, plans, reports, specifications, drawings, and other services rendered by Professional include but are not limited to the Colorado Department of Transportation ("CDOT"), the Federal Transportation Administration (TTA"), and the Federal Highway Administration ("HIWA"). 14. MPO Renrcse , l- - itative ', The MPO shall designate, prior to commencem,ent ofNork, its project representative who shall make, within the scope of his. or her authority, all necessary and proper decisions with rel'erence to the project- All requests for contract interpretations, change orders, and other clarification or instruction shall he directed to the MPO Representative. 1 -5 . 1) - T(.)iec - t Document - s. Ujion conclusion oftbe project and before final payment, tile Professional shall provide the MPO with reproducible documents of the project containing accurate information on the project as designed. Documents shall be of archival quality, and also available ill an electronic format, in all agreed upon format, 16. Month1v Report, COmmencirm, at the end of the calendar month following the __ .. . . . .... .. (late of execution of this Agreement and every calendar mouth end thereafter. Prof'eisional shall provide the MPO with a written report of the status of the work. Failure to provide any required monthly report may. at the option of the '10PO, suspend tlw- pToccssino of any Partial payment request. ladependent Contractor. Tbe sere ices to be I)CIA'MITIC(l Protessional are those of an independent contracior and not of" an employee of the N4110. the MPO shall not be responsible for Nciihholding any portion of compensation hereunder for the payment netit olTICA, kk"oi kcrs" C, ornfiensatiori, other tax" or Nnefits or fioir wiy other Purpose. t 8, Per anal ­Scrvi.Qcs, It is understood that the MPO enters into IN,, Agreement Based on (lie spacial abilities, of Professional and that this Agrecincnt shall be considered as an atueenicni fOr personai >crviccs. Accordingly, Profc-Ssiorial shall neithc-r assign any S Shjrcd 'I'S Flit Ff It, I'S A P",z)[ V dtikoI kaIiw Man I XA responsibilities nor delegate any duties, nor create any subcontracts arisino, under this Agreement without the prior written consent ol'the MPO. 19. Conflict of Interests and Prohibited Interests. 'lie MPO and Professional represent that neither has any interests and shall not acquire any interests, directly or indirectly, that would conflict in any manner or degree with the performance and services required to he performed under this Agreement. The 1MV0 and Professional further represent that no member or delegate to the Congress of the tinited States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom, ]it addition no employee, officer, or agent of* the MPO shall participate in selection or in the award or administration of this Agreement if a conflict of interest, real or apparent, would be involved. Such conflict would arise when the employee, officer or agent. any member of' his immediate flunily. his or her partner; or an organi/ation which employs, or is about to employ any of tire foregoing, has a financial or other interest in the firm selected for award. The MPO's officers, employees, or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties of subagreements, 20. No Waiver. 1-he MPO's approval of drawings, designs, plans, specifications, reports, and incidental work, or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The MPO's approval or acceptance of, or payment tbr, any of` the services shall not he construed to operate as a waiver of any rights or benefits provided to the MPO tinder this Agreement 2L No Government Obli­ tion to Third Pat -ties. The NIPO and Professional acknowledge and agree that, riot withstanding any concurrence by the fco,14wral government in or approval of' the solicitation or award of the underlying contract, absent the express written consent by the federal government, the federal government is not a party to this Agreement and shall not be subject to any obligations, or liabilities to the MPO, Professional, or any other patty (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement. 22. Notices, All notice,,, Provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: Felsburg, Ifolt & Ullevig Attn: Robert Felsburg 6300 S. Syracuse Way, Suite 600 ('10 80111 M 110: I III: NFRT& AQPC Attw John Daggett 235 Mathews St. Foil ("ollins, CO 8OS24 With Copy to' (:City oI'Fort Collins Pmebasin- PO Box 580 Ft CoMn,, CO 73. incorporation ol'Y"I A I el-DIS. this Aijecrient includes certain Stan<lard terms and Conditions required by the 1ederal Department of Transportation ("Dol'") and other federal and state authorities, whether or not expressly set tbrth in diis Agreement. All C01111-MA1,11 provisions required by DOT, as sct forth in 17FA Circular 4220. 1 D, dated April I 5, 1996, are herchv incorporated by roference. Arlvthirmy to the contrary herein aotwithstandino.. all FTA shaisl C0% I K V 'TSJ I I k, I i I i, Ps k N1 I !I flk,3, VY,rd I, si 7111_i; I PIXI WX 4 mandated terms shall be deemed to control in the event of, ' a conflict with other PTOViSiOIIS contained in this Agreement. Professional shall not perform awry act, fail to perf6rm any act, or refuse to comply with any the MPO requests which would cause tt-.Le MPO to be in violation of the FTA terms and conditions. 24. Grant Assurances and Federal Requirements, This Agreement inx,,olvcs the expenditure of federal funds, which requires the MPO and Professional at all times during the exceution of this Agreement to adhere to and comply with all applicable federal taws and regulations, as they currently exist and may hereafter be amended, which are incorporated herein by this reference as terms and conditions of this Agreement. A non -exhaustive list of federal laws and regulations that may he applicable is included below. By signing this Agreement, Professional avers that it is his or her responsibility to be aware of the requirements that may be imposed by the following federal laws and regulations, and other,-, not listed, that he or she is aware of any such requirements. and that he or she will comply with all applicable laws and regulations. a. Laws and regulations prohibiting false claims and statements from being made to the federal government, 31 U.S.C.A § 3801, et sec - 49 C.F.R. Part 3 1, and 18 US.C.A. § 1001:, b. Federal privacy law, 5 U,S�C.A, § 552; C. Nondiscrimination and equal employment opportunity laws in accordance with Title VI of the Civil Rights Act, 42 U.S.C-A, § 2000d; § 303 of the Age Discrimination Act of 1975, 42 U.S.C.A, § 6102; § 202 of the Americans with Disabilities Act of 1990, 42 121132 ("ADA"); and Federat transit law, 41) t I.SV.A. 4 5.332; d, Mandatory standards and policies relating to energy clEciency that are Z7 contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C.A, § 6201, 25. Binding UtTect This Agreement, together with the exhibits hereto, constitutes the entire, agreenicnt between the Pirties and shall be binding upon said parties, their officer;, crnpk)y cis, a I gents and assigns and shall inure to the benctit of` the respective survivors, heirs. personal rQprescmatives, successors a-lld assigns of said pasties. 20Governuiv Law. The laws of the State ofColorado shall govern the constructions. interpretation, execution and enforcerricrit ot-this Agicenlent. 2 -', gel eral,il%tv, In t lw cv.o any prov i ,, io n of t 11 i S Agreement shah 1 lac held i nVal i d o Unenforceable bv any Court ofconipctent -jurisdiction., such holding g shall not invalidatc or render unenforceable any other provision of this Agreement. 28. piecial Plovisiolls. Special lsre> rsions or conditions relating to federal patei it la%v and rights in kLiia that are applicable to this A -regiment are set forth in Exhibit B, attacked hereto and incorporated herein by this reference. ^,Fmwd RAi ts Fr I Ulff I L - PSA M,! J,Am;�On,n Nlidim 'Wv,J,,o; I Plan DOC 5 THE NORTH FROM RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) f F Cli T t avi n, I xeeLJtiv e Director PROF FISSIONAL By_ i, k, Y S'CA"IE OP C'OLORADO } ss. COUNTY OF I'Iie foregoing instrument was subscribed sworn to aiid acknowledged before tile th € ~ day of` � r . ,I . , 2�It�5, b� � ror; i1,: �'; t�`�K`D _a€`�. _.. L�3�$ l �'� �'.r;'d { 01:` My commission expires: (SEA I) a ff h r Nota J,�8,41D? al i l 5 rt SI '. F `i'Shared t't)A.!'P yr (S`.I,III, till.; - FSA 3'<j91 -1 r?"nil ,w1=_41 t:6kr:,.'A'ir d-, h,m,lt F m ly,,_, 6 EXHIBITA - Scope of Services 2006-2010 Johnstown, Milliken, and Windsor Sub area Transit Plan 1. Introduction The Scope below defines the tasks involved in completing this work. 2. Scope of Services Summary: The team of Felsburg Holt & Ullevig and Nelsort\Nygaard will work in partnership with the NFR MPO to prepare a 2006-20 10 Short-rangeTransit Plan for the Johnstown. Milliken, and Windsor Sub -Area. Holly Miller and Bob Felsburg will guide the team's efforts. working closely with Cady Dawson ot'Nelson'%,Nvgaard throughout the project. Suzanne O'Neill will work extensiti,elv on the alternatives development and the operations, capital and financial plans. The tearn will have responsibility for technical work, completion of the deliverables, and maintaining the study schedule, The MPO will assist by providing data and CIS information as needed and in assisting with the public input process, including posting notices to meet local planning requirements, Task 1,0: Project Kick-Off,"Oversio! it Committee Meetings The kick of meeting will be used to finalize the scope of the project and -.share inforniation 1)&,veen the Consultant'Fearn and the oversight committee. Task 2.0: Existing Conditions Documenting existing conditions will provide a snapshot of services as well as characteristics of ' the study area. Milestone: "Technical Memorandum I Existing Conditions Task 3.0; Visioning Process This planning process will provide an opportunity for stakeholders to consider thcr vision for the future. The onsulting team will interview inctribers of the town boards to discuss their vision for transit. services. The team \%ill conduct the "Planning Game" to assist stak(Aiolders NAth defining goals and objectives, Task 4.0: Altertiatives Analysis Basod on the work of the preViOLls tasks. service <dtemativQs and the if'fiFlZ1llt:idl aWd illStitUtiOlIal alternative:: will be analvzed and refine({. Milestone: I eclinical Memoranduni 2 Alternatives De�, clopment and Lvilaatwn S_�)w,ed 0)\TR \('I,, H it I lit, P{% l'1491 , :,1;1111ia',n �J i 1 i I , -: % I 1,ilAt 1'1,;) DOC Task 5.0: Operations flans The team will develop an implementation plain for the recommended alternative for each Town. It will address three major areas: operations: service, staffing, maintenance, and marketing < Capital: vehicles, facility, and ancillary equipment { Financing: operational and capital budgets for the five-year period Task 6.0: Final Report '[he team will prepare a draft final report for review by the oversight committee. A final report, reflecting colnlnnents received fornn the committee, will be prepared that is a compendium of the technical reports prepared. It will include an Executive Summary and `Technical Appendices. Documents will be provided in bath hard and electronic copies. Twenty (20) copies of the final report will be printe(l. Note: For a complete description of the tasks please refer to the Request For Proposal (RFP) # 13991 dated May 24, 2005 Budget K Estiinnated Schedule: �7asks Au ust Se tember October November December January Total 1 fnect Kick QN 3540 $3,540 2 E:eistin Condiflcns 2530 -- — $2,530 3 1sPonin Process 2200 44 0 $6,600 C rperatioraiPlan _ 2n1t3 2f1b $4,220 5 6 C a—Oa4 anc Financial Flans Final Plan for Adoption � 32 9 3020 a3.2Q0 �$3,020 7o3aiLabor 5070 2200 0510 2'10 3200 3020 $23,110 Total Ex enses 468 170 502 163 247 233 $1,783 TciaE $c,538 .52,3"r0 S7 ii1i... t _ S2_2'3 $3 a47 33'.,3 $24.8413 Flsca! `;ear Budget through September-X, %Ir3E $8,906 Fisca!';'ear Budget October i, 2005 Seolember 30, 2006 S t5 985 '3, 0' I iiA( 1'S I W I I - ("'A Qc9l Milliko, tiLinl.�cu lr;tnsitS'4;tsi ENX' EXHIBIT B - Federal Patent and Rights in Data 37 C.F.R. Part 401,49 C.F.R. Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, § 5, but the rights in data clause reflects YTA objectives, For patent rights, f,'TA is governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to meet 1, I'A's purposes for awarding research &natits. This model clause, with larger rights as a standard, is proposed with the understanding that this standard could be modified to FIA's needs. CONTRACTS I "ON'TRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data. (1) The term "subject data" means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation in media such as drawings or photographs, text in specifications or related perl'onnaticc or desi,,T-tyjic docurrients,- machine forms such as punched cards, magnetic tape, or computer memory printouts: and information retained in computer illen-rory, Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog itern identitications, and related information- The term "sub " iect data" does not include financial reports, cost analyses, mid similar urt6nuation incidental to contract administration. (2) TI)c 161loNvingo restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been addc& (1) Fxcept for its own internal use, Professional may not publish or reproduce subject data in whole or in part, or in any manner or fotin, nor may professional authorize others to do so, without the written consent of the Federal Government, until such time as the Federal (joverliment maV have either released or approved the release of such data to the pubhc� this restriction on publication,, however, does not apply to any contract with all acadernic institution. (b) In accordance %vith 49 CS'.1k, 18.34 and 49 C.Y,R. 1936.1 the Federal GOVernolclit reserves a royalty -free, non-exclusive, and irrevocable license to reprocluce, publish, or otherwise use, and to authorize others to use, for "Federal Gwerninent J)Urposes." any subject ject data or copyright described in subsections (2)'(1))l arid (12)(b)2 below � AS Used in the prekious sentence, "I'or Fedenal GOVernolent purposes," means use only for the direct purposes (it' the Federal Goverinnent, kVithout the comit-,ht owncr's coll-',ent, the Federal (iovernmem may not extend its Fedcral license to any other pasty. I I Ali , v subicet data developed under this Agreement, whether or vot a copyright has been ()btaincd-, trncl Anv rights oi'cop%Iright purchase d by 1 rOteS'SiOn,11 USin" I`Cdcral assistance in Miole or in part provided by I'l A. 1; S N!� \?Iflhkcii \lmd,,i I'Liv S3C.V 9