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HomeMy WebLinkAboutRFP - P998 MARKETING SERVICES NFRMPOAdministrative Services Purchasing Divison 215 North Mason Street y 2nd Floor y P.O. Box 580 y Fort Collins, CO 80522-0580 y (970) 221-6775 y Fax (970) 221-6707 www.fcgov.com REQUEST FOR PROPOSAL P998 Marketing Services-NFRMPO The City of Fort Collins on behalf of the North Front Range Metropolitan Planning Organization (NFRMPO) is accepting written proposals from qualified firms. Written proposals, four (4) will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), September 9, 2005. Proposal No. P998. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Questions concerning the scope of the project should be directed to John Daggett, at (970) 224-6190. Questions regarding proposals submittal or process should be directed to David Carey, C.P.M., Buyer, at (970) 416-2191. A copy of the Proposal may be obtained as follows: 1. Download the Proposal/Bid from the BuySpeed Webpage, https://secure2.fcgov.com/bso/login.jsp 2. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request a copy of the Bid. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management Administrative Services Purchasing Divison 215 North Mason Street y 2nd Floor y P.O. Box 580 y Fort Collins, CO 80522-0580 y (970) 221-6775 y Fax (970) 221-6707 www.fcgov.com REQUEST FOR PROPOSAL P998 Marketing Services-NFRMPO The City of Fort Collins on behalf of the North Front Range Metropolitan Planning Organization (NFRMPO) is accepting written proposals from qualified firms. Written proposals, four (4) will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), September 9, 2005. Proposal No. P998. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Questions concerning the scope of the project should be directed to John Daggett, at (970) 224-6190. Questions regarding proposals submittal or process should be directed to David Carey, C.P.M., Buyer, at (970) 416-2191. A copy of the Proposal may be obtained as follows: 1. Download the Proposal/Bid from the BuySpeed Webpage, https://secure2.fcgov.com/bso/login.jsp 2. Come by Purchasing at 215 North Mason St., 2nd floor, Fort Collins, and request a copy of the Bid. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management Request for Proposal P998 Marketing Services-NFRMPO Project Description Background The North Front Range Metropolitan Planning Organization (NFRMPO) is a voluntary association of regional governments with the primary mission of developing and coordinating strategies that address the issues of air quality and transportation in the region. Member governments include Berthoud, Evans, Fort Collins, Garden City, Greeley, Timnath, LaSalle, Loveland, Windsor, Larimer County, and Weld County, as well as representatives from the Colorado Department of Transportation, the Colorado Department of Health and Environment, and the state Transportation Commission. Over the past decade, the NFRT&AQPC has developed rideshare programs to serve the traveling public and reduce the use of the single-occupant vehicle. The regional programs serving the traveling public are identified as the SmartTrips Program and include: SmartTrips.org, carpool matching assistance, and the VanGo™ vanpool program. The NFRMPO has two primary goals: 1) to increase the use of rideshare services for all trip purposes and 2) to coordinate its activities regionally. Contract Terms This contract is a work order contract (on-call services). The contract length is for one (1) year with up to four (4) one-year renewals. Reason for the Request for Proposal The NFRMPO will hire a full-service marketing firm as an extension of NFRMPO (SmartTrips) staff. Scope of Work The successful firm must demonstrate the ability to perform the following services under a work order contract and project-related scopes of work as determined by the NFRMPO including but not limited to: 1. Develop a basic marketing plan to achieve measurable goals and objectives for the website, carpool matching, and vanpool programs 2. Develop and manage a regional advertising campaign to meet pre-established performance goals for the website, carpool matching, and vanpool programs 3. Provide graphics support for advertising, outreach, events, and other activities used in implementing the basic marketing plan 4. Provide creative design, media selection, and media scheduling support 5. Design of campaign materials, including posters, brochures, and other marketing materials, printed or electronic 6. Work directly with the NFRMPO’s Public Information Officer when working with regional media promoting press conferences, interviews, and ensuring coverage of regional SmartTrips activities 7. Manage accounts for at least two, possibly three, local member agencies and coordinate themes, materials, designs, ad buys, and other marketing activities to ensure coordination of message and materials Schedule: Proposals Due: September 9, 2005 Written Proposal Review Complete: September 16, 2005 Interview Top Ranked Firms: Week of September 19, 2005 Commence Work: October 1, 2005 Submissions: Four (4) copies of the written proposal should be submitted and include the qualifications and experience of the firm to perform the above services. Agreement Successful firm will be expected to sign NFRMPO Professional Services Agreement (Work Order Type). Sample attached. REVIEW AND ASSESSMENT Professional firms will be evaluated on the following criteria. These criteria will be the basis for review of the written proposals and interview session. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING FACTOR QUALIFICATION STANDARD 2.0 Scope of Proposal Does the proposal show an understanding of the project objective, methodology to be used and results that are desired from the project? 2.0 Assigned Personnel Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the project? 1.0 Availability Can the work be completed in the necessary time? Can the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work? 1.0 Motivation Is the firm interested and are they capable of doing the work in the required time frame? 2.0 Cost and Work Hours Do the proposed cost and work hours compare favorably with the project Manager's estimate? Are the work hours presented reasonable for the effort required in each project task or phase? 2.0 Firm Capability Does the firm have the support capabilities the assigned personnel require? Has the firm done previous projects of this type and scope? P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 1 Reference evaluation (Top Ranked Firm) The project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 2 PROFESSIONAL (WORK ORDER) SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ____ day of __________________, 2005, by and between THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (the "MPO") and ________________, ("Professional"). In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The scope of services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order, a sample of which is attached hereto as Exhibit A and incorporated herein by this reference. 2. Time. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 3. Term. This Agreement shall commence on (date), and shall continue in full force and effect until (date), unless terminated sooner as herein provided. In addition, at the option of the MPO, the Agreement may be extended for additional one year periods not to exceed ____ (_) additional one year periods. Pricing changes shall be negotiated by and agreed to by both parties and may not exceed the Denver-Boulder CPI-U as published by the Colorado State Planning and Budget Office. Written notice of renewal shall be provided to Professional and mailed no later than ninety (90) days prior to contract end. 4. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default, and this Agreement may be terminated. 5. Early Termination by MPO. Notwithstanding the time periods contained herein, the MPO may terminate this Agreement at any time for the MPO'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. Upon receipt of the notice, Professional shall immediately discontinue all services affected (unless the notice directs otherwise) and deliver to the MPO all data, drawings, specifications, reports, estimates, 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 make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of Professional to fulfill the contract obligations, the MPO may complete the work and Professional shall be liable for any additional cost incurred by the MPO. If, after termination for failure to fulfill contract obligations, it is determined that Professional was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the MPO. P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 3 6. Opportunity to Cure. In the case of a breach or default, the MPO may, in its sole discretion, allow Professional a period of time in which to cure the defect. In such case, the notice of termination shall state the time period in which cure is permitted and other appropriate conditions. If Professional fails to remedy to the MPO's satisfaction the breach or default or any of the terms, covenants, or conditions of this Agreement 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 Agreement 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 the 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 Remedies for any 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. Indemnification. Professional shall indemnify, hold harmless and defend the MPO and its representatives, officers, employees, agents, and contractors from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments, including, without limitation, reasonable attorney fees, arising from or in any way connected with injury to or the death of any person or physical damage to any property resulting from any act, omission, condition, or other matter related to this Agreement. 10. Insurance. Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limits, and errors and omissions insurance in the amount of $1,000,000. 11. Compensation. In consideration of the services to be performed pursuant to this Agreement, the MPO agrees to pay Professional on a time and reimbursable direct cost basis designated in Exhibit B, attached hereto and incorporated herein by this reference. At the election of the MPO, each Work Order may contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Monthly invoices are required and shall include a description of services performed, along with number of hours and stated rates per hour. Supporting documentation shall also be 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 on each Work Order and upon approval of the Professional's direct reimbursable expenses. Final payment shall be made following acceptance of the work by the MPO. P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 4 12. Records and Reports. The MPO and Professional shall maintain all books, records, and other documentation pertaining to the Scope of Services and necessary to completely substantiate all costs incurred and billed to the MPO during the term of this Agreement for a period of three (3) years from the date of final payment under the terms of this Agreement. These records shall be made available for inspection and audit to any state or federal authority authorized to inspect such records and copies thereof shall be furnished at the expense of Professional, if so requested. 13. Ownership of Work Product. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by Professional shall become the sole property of the MPO, which shall 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 ("FTA"), and the Federal Highway Administration ("FHWA"). 14. MPO Representative. The MPO shall designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the MPO Representative. 15. Project Documents. Upon conclusion of the project and before final payment, the 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 in an electronic format, in an agreed upon format. 16. Monthly Report. Commencing at the end of the calendar month following the date of execution of this Agreement and every calendar month end thereafter, Professional 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 MPO, suspend the processing of any partial payment request. 17. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the MPO. The MPO shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 18. Personal Services. It is understood that the MPO enters into this Agreement based on the special abilities of Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, Professional shall neither assign any responsibilities nor delegate any duties, nor create any subcontracts arising under this Agreement without the prior written consent of the MPO. 19. Conflict of Interests and Prohibited Interests. The 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 be P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 5 performed under this Agreement. The MPO and Professional further represent that no member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom. In 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 family; his or her partner; or an organization which employs, or is about to employ any of the 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. The 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 for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the MPO under this Agreement. 21. No Government Obligation to Third Parties. The MPO and Professional acknowledge and agree that, notwithstanding any concurrence by the federal 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 party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement. 22. Notices. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: ___________________ Attn: _______________ Address_____________ City, ST Zip___________ MPO: THE NFRT & AQPC Attn: _______________ 235 Mathews St. Fort Collins, CO 80524 With Copy to: City of Fort Collins Purchasing PO Box 580 Ft Collins, CO 80522 23. Incorporation of FTA Terms. This Agreement includes certain Standard Terms and Conditions required by the federal Department of Transportation ("DOT") and other federal and state authorities, whether or not expressly set forth in this Agreement. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Professional shall not perform any act, fail to perform any act, or refuse to comply with any the MPO requests which would cause the MPO to be in violation of the FTA terms and conditions. P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 6 24. Grant Assurances and Federal Requirements. This Agreement involves the expenditure of federal funds, which requires the MPO and Professional at all times during the execution of this Agreement to adhere to and comply with all applicable federal laws 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 be 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 others 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 seq., 49 C.F.R. Part 31, and 18 U.S.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 U.S.C.A. § 12132 ("ADA"); and Federal transit law, 49 U.S.C.A. § 5332; d. Mandatory standards and policies relating to energy efficiency that are 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 Effect. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 26. Governing Law. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. 27. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 28. Special Provisions. Special provisions or conditions relating to federal patent law and rights in data that are applicable to this Agreement are set forth in Exhibit C, attached hereto and incorporated herein by this reference. P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 7 THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) _________________________________ Cliff Davidson, Executive Director PROFESSIONAL: By: __________________________________ Title: _______________________________ STATE OF COLORADO ) ) ss. COUNTY OF ______________ ) The foregoing instrument was subscribed, sworn to and acknowledged before me this _____ day of ______________, 2005, by _______________ [as ___________ of ___________.] My commission expires: _____________ (S E A L) ____________________________________ Notary Public P:\RFP\2005 RFPS P965\P998 Marketing Services-NFRMPO\P998 Marketing Services-NFRMPO.doc 8 EXHIBIT A WORK ORDER FORM PURSUANT TO AN AGREEMENT BETWEEN THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL AND _____________________________________________ DATED: _____________ Work Order Number: __________________________________________________________________ Purchase Order Number: _______________________________________________________________ Project Title: ______________________________________________________________________ Commencement Date: ________________________________________________________________ Completion Date: _____________________________________________________________________ Maximum Fee (time and reimbursable direct costs) not to exceed: ______________________________ Project Description: ___________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Scope of Services: ____________________________________________________________________ ____________________________________________________________________________________ Acceptance _________________________________________ User Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Professional Services Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Professional Services Agreement and this work order (including the attached forms) the Professional Services Agreement shall control. Professional By:_________________________________ Date:_______________________________ The attached forms consisting of ___ (_) pages are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given. THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL By:____________________________________ Date:__________________________________ 11/8/04 1 EXHIBIT B [INSERT COMPENSATION RATES HERE] 11/8/04 2 EXHIBIT C - 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 FTA objectives. For patent rights, FTA is governed by Federal law and regulation. For data rights, the text on copyrights is insufficient to meet FTA's purposes for awarding research grants. This model clause, with larger rights ,as a standard, is proposed with the understanding that this standard could be modified to FTA's needs. CONTRACTS 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 performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, Professional may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Professional authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)l and (2)(b)2 below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under this Agreement, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by Professional using Federal assistance in whole or in part provided by FTA. 11/8/04 3 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA'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 performing experimental, developmental, or research work required by this Agreement 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 projects. (d) Unless 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 officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the MPO or Professional of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the MPO 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 Government under any patent or be construed as affecting the scope of any license or other right otherwise 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 required 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 of delivery of the contract work. (g) Unless FTA determines 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 provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of Professional's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the MPO and Professional agree 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 Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 11/8/04 4 (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 conceived or first actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any 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 government or state instrumentality, local government, 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 Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) 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 FTA.