HomeMy WebLinkAboutLutheran Social Services CITY OF OSHKOSH
TRANSPORTATION DEPARTMENT
926 DEMPSEY TRAIL, OSHKOSH, WI 54902
PHONE: (920) 232-5342 FAX (920) 232-5343
LETTER OF TRANSMITTAL
To: CITY CLERK Date: 4/19/12
Project: Agreement with Lutheran Social
Services
From: Jennifer Weigand
Attn: Kathy Frederick Re: Travel Training Services
Please find: ® Attached ❑ Under Separate Cover
❑ Copy of Letter ® Agreements ❑ Amendment ❑ Report ❑ Agenda
❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other
Qua it Description
/ AGREEMENTS WITH LUTHERAN SOCIAL SERVICES
These are being transmi d as indicated below:
❑ For For Your Use ❑ As Requested ❑ For Review&Comment
Signatures
Remarks:
Signed...:�, ..
/
Return Cr,ntract To:
__Transportation-Dept (originals)
1 - City Clerk
AGREEMENT
THIS AGREEMENT, made on the 16th day of January, 2012, by and between the
CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and Lutheran
Social Services—Making the Ride Happen, hereinafter referred to as the CONTRACTOR,
WITNESSETH:
That the City and the Contractor, for the consideration hereinafter named, agree as
follows:
ARTICLE I. PROJECT MANAGER
A. Assignment of Project Manager. The Contractor shall assign the following
individual to manage the project described in this contract:
Holly Keenan
B. Changes in Project Manager. The City shall have the right to approve or
disapprove of any proposed change from the individual named above as Project Manager.
The City shall be provided with a resume or other information for any proposed substitute
and shall be given the opportunity to interview that person prior to any proposed change.
ARTICLE II. CITY REPRESENTATIVE
The City shall assign the following individual to manage the project described in this
contract:
David Vickman, Transit Coordinator
ARTICLE III. SCOPE OF WORK
The Contractor shall provide travel training services for the Oshkosh Transit System.
The scope of services is described in more detail in Appendix A.
The Contractor may provide additional products and/or services if such
products/services are requested in writing by the Authorized Representative of the City.
All reports, computer files, service data, notes and other documents and instruments
prepared by the Contractor as instruments of service shall remain the property of the City.
ARTICLE IV. CITY RESPONSIBLITIES
The City shall furnish, at the Contractor's request, such information as is needed by
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the Contractor to aid in the progress of the project, providing it is reasonably obtainable
from City records.
To prevent any unreasonable delay in the Contractor's work the City will examine all
reports and other documents and will make any authorizations necessary to proceed with
work within a reasonable time period.
ARTICLE V. TIME OF COMPLETION
The work to be performed under this contract shall be completed by December 31,
2012. The Contractor shall perform the services under this agreement with reasonable
diligence and expediency consistent with sound professional practices. The City agrees
that the Contractor is not responsible for damages arising directly or indirectly from any
delays for causes beyond the Contractor's control. For the purposes of this agreement,
such causes include, but are not limited to, strikes or other labor disputes; severe weather
disruptions or other natural disasters, failure of performance by the City, or discovery of
any hazardous substances or differing site conditions. If the delays resulting from any such
causes increase the time required by the Contractor to perform its services in an orderly
and efficient manner, the Contractor shall be entitled to an equitable adjustment in
schedule.
ARTICLE VI. PAYMENT
A. The Contract Sum. The City shall pay to the Contractor for the performance of
the contract $27.00 per hour or $6.75 per 15 minutes, whichever is less, and 50.5 cents
per mile, adjusted by any changes as provided in the General Conditions, or any changes
hereafter mutually agreed upon in writing by the parties hereto.
B. Method of Payment. The Contractor shall submit itemized monthly statements
for services. The City shall pay the Contractor within 30 calendar days after receipt of such
statement. If any statement amount is disputed, the City may withhold payment of such
amount and shall provide to Contractor a statement as to the reason(s) for withholding
payment. Unless the invoice is disputed, the invoice will be deemed past due if payment in
full is not made within 30 days from due date. In this case, the invoice may bear interest at
1.5% of the past due amount per month.
C. Additional Costs. Costs for additional services shall be negotiated and set forth
in a written amendment to this agreement executed by both parties prior to proceeding with
the work covered under the subject amendment.
ARTICLE VII. CONTRACTOR TO HOLD CITY HARMLESS
The Contractor covenants and agrees to protect and hold the City of Oshkosh
harmless against all actions, claims and demands of any kind or character whatsoever
which may in any way be caused by or result from the intentional or negligent acts of the
Contractor, his agents or assigns, his employees or his subcontractors related however
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remotely to the performance of this Contract or be caused or result from any violation of
any law or administrative regulation, and shall indemnify or refund to the City all sums
including court costs, attorney fees and punitive damages which the City may be obliged or
adjudged to pay on any such claims or demands within ninety (90) days of the date of the
City's written demand for indemnification or refund.
Subject to any limitations contained in Secs. 893.80, 345.05, and any similar statute, of
the Wisconsin Statutes, the City of Oshkosh agrees to hold Lutheran Social Services,
its officers, officials, employees and agents harmless from any and all liability, including
claims, demands, losses, costs, damages, and expenses of every kind and description
(including death), or damages to person or property arising out of the terms of this
Agreement where such liability is founded upon or grows out of the acts or omission of
any of the City's officers, employees or agents while acting within the scope of their
employment.
ARTICLE VIII. INSURANCE
The Contractor shall comply with the City's Insurance Requirements.
ARTICLE IX. TERMINATION
A. For Cause. If the Contractor shall fail to fulfill in timely and proper manner any of
the obligations under this Agreement, the City shall have the right to terminate this
Agreement by written notice to the Contractor. In this event, the Contractor shall be
entitled to compensation for any satisfactory, usable work completed.
B. For Convenience. The City may terminate this contract at any time by giving
written notice to the Contractor no later than 10 calendar days before the termination date.
If the City terminates under this paragraph, then the Contractor shall be entitled to
compensation for any satisfactory work performed to the date of termination.
This document and any specified attachments contain all terms and conditions of
the Agreement and any alteration thereto shall be invalid unless made in writing, signed by
both parties and incorporated as an amendment to this Agreement.
ARTICLE X. FEDERAL AND STATE REGULATIONS
This agreement shall at all times be subject to the rules and regulations of
Wisconsin Department of Transportation and the Federal Transit Administration, under the
provisions of the Urban Mass Transportation Act of 1964, as amended. See Exhibit B.
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In the Presence of: CONTRACTS
7b1/0/6 4,,)A By: d AIL
Ted . ala
Vic: President
(.J1J _u.r ""--/
(Seal of Contractor if a Corporation.)
By:
(Specify Title)
CITY OF OSHKOSH
a, _ By: �� ����/
_ i� ,_ / _._ -..Mark A. Rohloff, City Manager
(/ itnets} -
I t. � .A;�� i And: —
( n-rs) Pamela R. Ubrig, City Clerk
APPROVED: I hereby certify that the necessary
r provisions have been made to pay the
liability which will accrue under this
A �� \ �� � contract.
---- City AttOTne
/212, 4 2e_04/
CO Comptroller
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Exhibit A— Scope of Services
Services to be provided by the Contractor for persons requiring travel training:
1. Trainee Intake — Phone assessment to determine level of travel training required.
2. Specialized Individual Training — Based on the phone assessment, provide a
professional travel trainer to conduct one-on-one travel training with trainees that
require the development of basic skills to ride the bus independently. The trainer
shall interview the trainee, observe skills and behaviors, review situations of bus
riding, accompany the trainee during initial bus trips, and build skills. The trainer
will work with the individual to develop a plan of goals and objectives that work
toward independent travel. The trainer will work with OTS staff to address any
special accommodations that can be made to help the trainee. The Contractor
shall require each trainee or trainee's legal guardian to sign an authorization
form permitting travel training. The Contractor shall provide an assessment
report to OTS describing the results of each completed training.
3. Bus Buddy— Based on the phone assessment, the Contractor shall provide a
volunteer ("Bus Buddy"), experienced with riding OTS buses, to ride along with a
trainee that only requires minimal assistance to travel independently on the
buses. The Contractor shall provide materials to each volunteer that will help
them provide uniform guidance to each trainee. The Contractor shall perform a
background check of each volunteer.
4. Group Training —The Contractor shall provide a presentation about the bus
service and key points to riding. Training shall include a classroom component
and may include tour of OTS bus.
OTS project manager will oversee process and approve of each training activity before
it is undertaken.
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Exhibit B — Federal Contract Clauses
No Obligation by the Federal Government
(1) The Purchaser and Contractor 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
contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other
party(whether or not a party to that contract) pertaining to any matter resulting from the underlying
contract.
(2)The Contractor agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by the Federal Transit Administration (FTA). It is further agreed that the
clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.
Program fraud and false or fraudulent statements and related acts
31 U.S.C. 3801 et seq.
49 CFR Part 31 18 U.S.C. 1001
49 U.S.C. 5307
(1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies,"49
C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract,
the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it
may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for
which this contract work is being performed. In addition to other penalties that may be applicable, the
Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submission, or certification, the Federal Government reserves the right to impose the
penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal
Government deems appropriate.
(2)The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under a contract
connected with a project that is financed in whole or in part with Federal assistance originally awarded by
FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of
18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1)on the Contractor, to the extent the Federal Government
deems appropriate.
(3)The Contractor agrees to include the above two clauses in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified,
except to identify the subcontractor who will be subject to the provisions.
Access to Records
49 U.S.C. 5325
18 CFR 18.36 (i)
49 CFR 633.17
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of
the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser,
the FTA Administrator, the Comptroller General of the United States or any of their authorized
representatives access to any books, documents, papers and records of the Contractor which are directly
pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions.
Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized
representatives including any PMO Contractor access to Contractor's records and construction sites
pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial
assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or
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his authorized representatives, including any PMO Contractor, access to the Contractor's records and
construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving
federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By
definition, a major capital project excludes contracts of less than the simplified acquisition threshold
currently set at$100,000.
3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the
simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit
organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R.
19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the
United States or any of their duly authorized representatives with access to any books, documents, papers
and record of the Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions.
4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance
with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement(defined at 49 U.S.C.
5302(a)1)through other than competitive bidding, the Contractor shall make available records related to
the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any
authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or
to copy excerpts and transcriptions as reasonably needed.
6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract
for a period of not less than three years after the date of termination or expiration of this contract, except
in the event of litigation or settlement of claims arising from the performance of this contract, in which case
Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General,
or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto. Reference 49 CFR 18.39(i)(11).
7. FTA does not require the inclusion of these requirements in subcontracts.
Federal Changes
49 CFR Part 18
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master Agreement(see
http://www.fta.dot.qov/funding/apply/grants financing 3162.html) between Purchaser and FTA, as they
may be amended or promulgated from time to time during the term of this contract. Contractor's failure to
so comply shall constitute a material breach of this contract.
Civil Rights
29 U.S.C. §623, 42 U.S.C. §2000
42 U.S.C. §6102, 42 U.S.C. § 12112
42 U.S.C. § 12132, 49 U.S.C. § 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §2000d,
section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §6102, section 202 of the
Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332,
the Contractor agrees that it will not discriminate against any employee or applicant for employment
because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to
comply with applicable Federal implementing regulations and other implementing requirements FTA may
issue.
(2) Equal Employment Opportunity-The following equal employment opportunity requirements apply to
the underlying contract:
(a) Race, Color, Creed, National Origin, Sex- In accordance with Title VII of the Civil Rights Act, as
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amended, 42 U.S.C. §2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to
comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S.
DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor,"41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal
Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," 42 U.S.C. §2000e note), and with any applicable Federal
statutes, executive orders, regulations, and Federal policies that may in the future affect construction
activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to
ensure that applicants are employed, and that employees are treated during employment, without regard
to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA
may issue.
(b)Age- In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended,
29 U.S.C. §623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from
discrimination against present and prospective employees for reason of age. In addition, the Contractor
agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities- In accordance with section 102 of the Americans with Disabilities Act, as amended, 42
U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans
with Disabilities Act,"29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in
part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.
Disadvantaged Business Enterprises
49 CFR Part 26
a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is
10%. The agency's overall goal for DBE participation is 1.1 %.
b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in
the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these
requirements is a material breach of this contract, which may result in the termination of this contract or
such other remedy as the OTS deems appropriate. Each subcontract the contractor signs with a
subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)).
The successful bidder will be required to report its DBE participation obtained through race-neutral means
throughout the period of performance.
d. The contractor is required to pay its subcontractors performing work related to this contract for
satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for
that work from the OTS. In addition, [the contractor may not hold retainage from its subcontractors.] [is
required to return any retainage payments to those subcontractors within 30 days after the subcontractor's
work related to this contract is satisfactorily completed.] [is required to return any retainage payments to
those subcontractors within 30 days after incremental acceptance of the subcontractor's work by OTS and
contractor's receipt of the partial retainage payment related to the subcontractor's work.]
e. The contractor must promptly notify the OTS, whenever a DBE subcontractor performing work related
to this contract is terminated or fails to complete its work, and must make good faith efforts to engage
another DBE subcontractor to perform at least the same amount of work. The contractor may not
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terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate
without prior written consent of the OTS.
Incorporation of FTA Terms
FTA Circular 4220.1 F
Incorporation of Federal Transit Administration (FTA)Terms-The preceding provisions include, in part,
certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the
preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular
4220.1E 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. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any
OTS requests which would cause OTS to be in violation of the FTA terms and conditions.
Termination Provisions
49 U.S.C. Part 18
FTA Circular 4220.1 F
(1) Termination for Convenience -The performance of work under the Contract may be terminated by
OTS in accordance with this Section in whole, or from time to time in part, whenever OTS determines that
such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor
of a notice of termination specifying the extent to which performance of work under the Contract is
terminated and the date upon which such termination becomes effective.
(2)Termination for Default- If the Contractor fails to deliver supplies or to perform the services within the
time specified in this contract or any extension or if the Contractor fails to comply with any other provisions
of this contract, the OTS may terminate this contract for default. The OTS shall terminate by delivering to
the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be
paid the contract price for supplies delivered and accepted, or services performed in accordance with the
manner or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor 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 OTS.
(3)Termination by Mutual Agreement-The Contract may be terminated by mutual agreement of the
parties. Such termination shall be effective in accordance with a written agreement by the parties. Any
other act of termination shall be in accordance with the termination by convenience or default provisions
contained in these sections.
Suspension and Debarment
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required
to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at
49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.
The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to
comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by the OTS. If it is later
determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to
remedies available to the OTS, the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements
of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise
from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in
its lower tier covered transactions.
Energy Conservation
42 U.S.C. 6321 et seq.
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49 CFR Part 18
The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which
are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act.
Patent and Rights in Data
37 CFR Part 401
49 CFR Parts 18 and 19
The following requirements apply to each contract involving experimental, developmental or research
work:
(1)The term "subject data" used in this clause means recorded information, whether or not copyrighted,
that is delivered or specified to be delivered under the contract. 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, the Purchaser or Contractor may not publish or reproduce subject data
in whole or in part, or in any manner or form, nor may the Purchaser or Contractor 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)1 and (2)(b)2 of this clause 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 that contract, whether or not a copyright has been obtained; and
2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or
in part provided by FTA.
(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,
the Purchaser and the Contractor performing experimental, developmental, or research work required by
the underlying contract to which this Attachment is added 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 the Purchaser or Contractor'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 Purchaser and the
Contractor 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 Purchaser or Contractor 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 Purchaser nor the Contractor shall be
required to indemnify the Federal Government for any such liability arising out of the wrongful act of any
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employee, official, or agents of the Federal Government.
(e) Nothing contained in this clause on rights in data 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 the Purchaser or Contractor 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 the Purchaser or Contractor identifies that data in writing at the
time of delivery of the contract work.
(g) Unless FTA determines otherwise, the Contractor 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 the
Contractor'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 Purchaser and the
Contractor 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.
(4)The Contractor also 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-The following requirements apply to each contract involving experimental,
developmental, or research work:
(1) General- If any invention, improvement, or discovery is conceived or first actually reduced to practice
in the course of or under the contract to which this Attachment has been added, and that invention,
improvement, or discovery is patentable under the laws of the United States of America or any foreign
country, the Purchaser and Contractor agree 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 the
Contractor's status (a large business, small business, state government or state instrumentality, local
government, nonprofit organization, institution of higher education, individual), the Purchaser and the
Contractor 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.
(3)The Contractor also 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.
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