R2001-0090 07-09-01RESOLUTION NO. R2001-90
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A CONTRACT WITH CORRIGAN CONSULTING, INC., FOR
N OISE MODELING ALONG DIXIE FARM ROAD ADJACENT TO THE
DIXIE WOODS SUBDIVISION.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
S ection 1. That certain contract by and between the City of Pearland and
Corrigan Consulting, Inc., a copy of which is attached hereto as Exhibit "A" and made a
part hereof for all purposes, is hereby authorized and approved.
S ection 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a contract with Corrigan Consulting, Inc., for
noise modeling along Dixie Farm Road adjacent to the Dixie Woods Subdivision.
PASSED, APPROVED and ADOPTED this the j day of
A.D., 2001.
ATTEST:
APPROVED AS TO FORM:
DARRIN M COKER
CITY ATTORNEY
TOM REID
MAYOR
CITY OF PEARLAND
STANDARD SERVICES CONTRACT
This Agreement is made between the City of Pearland Texas (hereinafter the
"City"), and Corrigan Consulting, Inc. (hereinafter "Consultant") as follows:
1. Summary of Contract Terms. The following information and referenced
documents shall be a part of this Contract:
Consultant
Description of Services:
Maximum Contract Amount:
Contract Begins:
Contract Ends:
Attachment
Corrigan Consulting, Inc.
N oise modeling along Dixie Farm Road adjacent
to Dixie Woods Subdivision
$23,445.00
U pon Execution
U pon Termination
Consultant Proposal and Cost Estimate
2. Services and Payment. The Consultant will furnish Services to the City in
accordance with the terms and conditions specified in this Contract. Payment for the
services shall be due and payable upon submission of a statement of services to the
City. Statements for services shall not be submitted more frequently than monthly.
3. Term and Termination. This Contract term will begin upon execution by both
parties Either party may terminate this Contract at any time provided that the
terminating party gives 60 days' advance notice to the other party via certified mail to
that party's lat known address. The City shall pay the Consultant for all services
rendered to the date of termination.
4. Indemnity. The Consultant shall indemnify defend, and hold the City, its officers,
agents, and employees, harmless from any claim, loss, damage, suit, and liability of
every kind, including all expenses of litigation court costs, and attorney s fees, for injury
to or death of any person, or for damage to any property, arising from or caused by any
act or omission of Consultant, its officers, employees, agents, or subcontractors, in
performing its obligations under this Contract.
5. Assignment. Consultant shall not assign this Contract without the prior written
consent of the City.
6 Modifications. City without invalidating the Contract, may order changes within
the general scope of the work required by the Contract by altering, adding to and/or
deducting from the work to be performed. If any change under this clause causes an
increase or decrease in Consultant's cost of, or the time required for, the performance
of any part of the Services under the Contract, an equitable adjustment will be made by
mutual agreement and the Contract modified in writing accordingly.
1
7 Insurance.
A. The Consultant shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons, damages to property, or any errors and
o missions relating to the performance of any work by the Consultant, its agents,
e mployees or subcontractors under this Agreement, as follows:
(1) Workers' Compensation as required by law.
(2) Professional Liability Insurance in an amount not less than $1,000,000 in
the aggregate.
(3)
Comprehensive General Liability and Property Damage Insurance with
minimum limits of $1,000,000 for injury or death of any one person,
$1,000,000 for each occurrence, and $1,000,000 for each occurrence of
damage to or destruction of property.
(4) Comprehensive Automobile and Truck Liability Insurance covering owned,
hired, and non -owned vehicles, with minimum limits of $1,000,000 for
injury or death of any one person, $1,000,000 for each occurrence, and
$1,000,000 for property damage.
B. The Consultant shall include the City as an additional insured under the
policies, with the exception of the Professional Liability Insurance and Workers'
Compensation. Certificates of Insurance and endorsements shall be furnished to the
City before work commences Each insurance policy shall be endorsed to state that
coverage shall not be suspended, voided, canceled, reduced in coverage or in limits
except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City. Upon request, certified copies of all insurance
policies shall be furnished to the City.
8. Law Governing and Venue This Contract shall be governed by the law of the
State of Texas and no lawsuit shall be prosecuted on this Contract except in a court of
competent jurisdiction located in Brazoria County, Texas.
9. Entire Agreement. This Contract represents the entire agreement between the
City and the Consultant and supersedes all prior negotiations representations, or
contracts, either written or oral. This Contract may be amended only by written
instrument signed by both parties.
10. Dispute resolution procedures The Consultant and City desire an expeditious
means to resolve any disputes that may arise between them regarding this Contract.
To accomplish this, the parties agree to mediation as follows: If a dispute arises out of
o r relates to this Contract, or the breach thereof, and if the dispute cannot be settled
through negotiation, then the parties agree first to try in good faith, and before bringing
any legal action, to settle the dispute by mediation of a third party who will be selected
by agreement of the parties.
2
EXECUTED and EFFECTIVE this the
ATTEST:
ung L
y Se'`ary
APPROVED AS TO FORM:
Darrin M. Coker
City Attorney
day of
2001.
CITY OF PEARLAND
By:
Bill Eisen
City Manager
CORRIGAN CONSULTING, INC
By:
Printed Name:
Title:
/21/%eild eft 14--
Gam gitt, Cote' Crn
3
STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned Notary Public, on this day personally appeared
known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he/she executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS J0 DAY OF
, A.D., 2001.
PERLA N. LEHMAN ti
Notary Public, State of Texas k
My Commission Expires: \
APRIL 2, 2005
6c.��..e.o .re.., e.ems-.,�.,�.onze4c.0-.r...,.�
STATE OF TEXAS
COUNTY OF `46tAfu4
N OTARY PUBLIC IN AND FOR THE
S TATE OF TEXAS
P rinted Name: re r/ Lein
My Commission Expires: -c,.? m c OO S"
L/BEFORE ME, the undersigned Notary Public, on this day personally appeared
AIL A .C_D j2j2.1 G AN) , known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he/she executed the same for
the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS A2+1/ DAY OF
"[oQ) ,AD,2001.
JUDITH A. POLLARD
MY COMMISSION EXPIRES
AUGUST 2, 2005
Q
N OTWRY PUBLIC IN AND FOR TH
S TATE OF TEXAS
P rinted Name. O D c z'N A :Po cull RD
My Commission Expires: Fe- - a o® 5"
4
May 31, 2001
Mr Michael Ross
Projects Manager
The City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Re: Revised Noise Study
Dixie Farm Road
Beamer Road to SH 35
Pearland, Texas
CCI Proposal No.: O1PR-1037
Dear Mr Ross:
Corrigan Consulting Inc appreciates this opportunity to propose our consulting services
to the City of Pearland to revise the noise study used in the current Environmental
Assessment (EA) for the widening of Dixie Farm Road. CCI will conduct new noise
modeling for the project utilizing the latest version of the FHWA Traffic Noise Model
(TNM), to deteimine both existing and future noise levels and to recommend specific
noise attenuation measures, as per current TxDOT and FHWA requirements Attention
will focus on the Dixie Woods Subdivision.
Task One: Site Visit and Noise Measurement Survey
CCI, with assistance from Harris Miller Miller & Hanson, Inc (HIVIlVIH), will visit the
project corridor to establish the most representative locations for noise receptors,
attempting to use all previous receptors plus any that may increase the accuracy of
modeling results.
Task Two: Coordination and Data Acquisition
The TNM will require input of accurate horizontal and vertical coordinates for the
existing roadway, the proposed roadway, and all receptor points Required materials
include existing and future roadway plans including elevations (profiles contours, or
cross sections), loudest -hour traffic data for existing and future build conditions
(including speeds and vehicle classifications by automobile, medium truck, and heavy
truck) and mapping showing terrain and land use to a distance of approximately 500 feet
from the right-of-way line. Existing roadway, fence, and receptor ground surface
coordinates must be the result of an on -the -ground survey. Proposed roadway
coordinates must come from the fmal construction plans. These coordinates will be
supplied to CCI by the City of Pearland or its designated engineering consultant.
Task Three: Compute Loudest -Hour Noise Levels for Existing & Build Cases
CCI, with assistance from Harris Miller Miller & Hanson, Inc (EH/EM-I), will build TNM
runs for one existing and one future -build loudest -hour case. (Analysis of the existing
conditions is necessary to evaluate the "substantial increase" impact criterion. CCI will
be responsible for the preparation of the FHWA TNM input files H MH will provide
support to CCI in the even of difficulties during the computation of traffic noise levels,
including recommending solution/work-arounds m the event of potential crashes
involving the FHWA TNM.
Task Four: Noise Impact Assessment
CCI, with assistance from HMIVIH, will review loudest -hour traffic noise impacts, based
on FHWA and TxDOT criteria.
Task Five: Impact Mitigation Assessment
CCI, with assistance from RMN4H, will review the assessment of potential traffic noise
mitigation measures including the acoustical and cost effectiveness of noise barriers. The
mitigation assessment shall be performed in accordance with FHWA Noise Regulation
23 CFR 772 and TxDOT policies and procedures.
Task Six: Produce Report and Attend Meeting
CCI will produce a final Noise Study report containing all data, methods, and results,
including recommendations for noise attenuation for the Dixie Woods Subdivision. CCI
and HIVINTH will attend one meeting between the City of Pearland and the Houston
District of TxDOT to discuss the findings of the study.
Schedule and Cost
Tasks 1 and 2 can be completed within 15 days after receiving the info'mation on
existing and proposed conditions from the City of Pearland. Tasks 3 through 5 can be
completed within 30 days of completion of the previous tasks Depending on the
coordination of schedules between the City, TxDOT, CCI and HMMH Task 6 can be
completed within 30 days of the completion of Task 5. The estimated cost to complete
these items is attached Invoices will be submitted based on actual cost and remittance
will be due within 30 days of the invoice date.
We appreciate this opportunity to propose our services and look forward to working with
you on this project. If there are any questions, please feel free to call me or Ms Amy
Smith, Field Scientist, at (281) 474-7455.
Sincerely,
Gail A. Corrigan
President
Attachment A
Estimated Cost
Revised Noise Study
Dixie Farm Road
Beamer Road to SH 35
Pearland, Texas
CCI Proposal No.: O1PR-1047
Item and Description
Task 1: Site Visit and
Field Scientist
Sr. Consultant
Mileage
HMMH
Unit Cost Number
Noise Measurement Survey
$60/hour
$135/hour
$0.35/mi.
Task 2: Coordination and Data Acquisition
Field Scientist $60/hour
Sr. Consultant $135/hour
HMMH
20 hours
2 hours
50 miles
Subtotal
12 hours
2 hours
Subtotal
Task 3: Compute Loudest -Hour Noise Levels for Existing & Build Cases
Field Scientist $60/hour 36 hours
Sr. Consultant $135/hour 2 hours
HMMH
Task 4: Noise Impact Assessment
Field Scientist $60/hour
Sr. Consultant $135/hour
HMMH
Task 5: Mitigation Assessment
Field Scientist $60/hour
Sr. Consultant $135/hour
HMJVIH
Subtotal
6 hours
2 hours
Subtotal
20 hours
2 hours
Subtotal
Total
1,200
270
18
5,024
$ 6,512
720
270
670
$ 1,660
2,160
270
1,750
$ 4,180
360
270
670
$ 1,300
1,200
270
1,030
$ 2,500
Task 6:
Field Scientist
Sr. Consultant
Word Processing
Mileage
Copies
HMMH
$60/hour
$135/hour
$45/hour
$0 35/mi.
$50 ea.
24 hours
8 hours
4 hours
150 miles
5
Subtotal
1,440
1,080
180
53
250
4,290
$ 7,293
Total Estimated Cost $23,445
PROJECT AUTHORIZATION & AGREEMENT
Client: The City of Pearland
Project: Revised Noise Study
Location: Dixie Farm Road between SH 35 and Beamer Road
Pearland, Texas
CCI Proposal No: O1PR-1047
This agreement provides authorization for Corrigan Consulting, Inc to provide
environmental consulting services to update the Environmental Assessment for the above
referenced project for the City of Pearland according to the proposal dated May 10, 2001.
Remittance will be due to Corrigan Consulting, Inc , P. O. Box 99, Seabrook, Harris
County, Texas, within 30 days of the invoice date.
For: Corrigan Consulting, Inc
By:
Name: Gail A. Corrigan
Title: President
Telephones (281) 474-7455
Date:
Authorized & Agreed:
By:
Name
Title:
Telephone:
Date:
Address:
MAY-31-2001 15:56 HMMH INC BURLINGTON
781 229 7939 P.02/07
HARRIS MILLER MILLER & HANSON INC.
15 New England Executive Park
Burlington, MA 01803
Tel. (781) 229-0707
Fax (781)229n7939
May 31, 2001
Mr. Glenn Laird
Corrigan Consulting, Inc
P.O. Box 99
Seabrook, TX 77586
Subject: Scope and Cost Proposal to Provide Guidance and Review for Dixie Farm Road
Noise Study
Ref: HMMH Job No. 29 7430.02
Dear Mr. Laird:
Harris Miller Miller & Hanson Inc (HMMH) is pleased to submit this proposal to provide
guidance and review to Corrigan Consulting for the Dixie Farm Road Noise Study. HMMH
proposes to• assist Corrigan Consulting in conducting a site visit and bnef noise measurement
survey; review the PHWA Traffic Noise Model (FHWA TNM) input files to be prepared by
Corrigan Consulting; provide ge:neral guidance during the data acquisition, noise impact
modeling, and mitigation portions of the project; and attend a project meeting. Please note
that we have not included any time to provide guidance or review in preparing study
documentation or reports, nor ha\ e we included any time for preparation or review of public
meeting materials In addition, we have assumed that Corrigan Consulting will be responsible
for all aspects of the noise analysis except for those explicitly described in this scope of work.
The remainder of this letter addresses the scope of work in more detail and is concluded with
a breakdown of costs.
Scope of Work:
Task 1. Site Visit and Noise Measurement Survey
■
An HMMH consultant will conduct a one -day site visit, accompanied by Corrigan
Consulting staff. HMMH will assist Corrigan Consulting in confirming information
on noise -sensitive land uses and will document the study area with site photos,
sketches, and mapping annotations, as appropriate. During the site visit, HMMH,
with assistance from Corrigan Consulting will conduct approximately four short-term
(approximately 20-minute duration) noise measurements with simultaneous traffic
volume and classification counts. The noise measurements will be used to assist in
validating the traffic noise prediction model for this study area and will help to
document the existing noise environment. The proposed level of effort includes three
days (including travel time and one full day u1 the field) for the site visit and one-half
day to reduce measurement results.
Received Time May.31. 2:46PM
MAY-31-2001 15:5? HMMH INC BURLINGTON
HARRIS MILLER MILLER & HANSON INC.
781 229 7939 P.03/07
Mr. G. Laird
May 31, 2001
Page 2
Task 2. Coordination and Data Acquisition
a
HMMH will provide guidance to Corrigan •Consulting in requesting study -area
mapping, traffic data, and roadway plans. Required materials will include existing
and future roadway plan: including elevations (profiles, contours, or cross sections),
loudest -hour traffic data ffor existing, and future build conditions (including speeds
and vehicle classifications by automobile medium truck, and heavy truck) and
mapping showing terrain and land use to a distance of approximately 500 feet from the
right-of-way line. (Preferred scales are approximately one inch = 100 to 200 feet or
approximately 1:1000 to 1:2000, metric.)
Task 3. Compute Loudest -Hour Noise Levels for Existing and Build Cases
■
■
■
HMMH will provide guidance to Corrigan Consulting in building TNM runs for one
existing and one future -build loudest -hour case. (Analysis of the existing conditions
is necessary to evaluate the "substantial increase" impact criterion.) Although the
future no -build case also typically would be evaluated, we are assuming, based upon
our discussions with Corrigan Consult ng, that it will not be necessary for this study.
•
HMMH will assist Corrigan Consulting in validating the noise model for this study
area by comparing the results. of the noise measurements to TNM runs conducted
using the existing -case geometry with traffic counted during the measurements.
HMMH assumes that Corrigan Consulting will be responsible for the preparation of
all FHWA TNM input files We will discuss and review the modeling assumptions
used in the preparation of the input files, and provide some support in the et ent of
difficulties dunng the computation of traffic noise levels, including recommending
solutions/work-arounds in the event of potential crashes involving the FHWA TNM.
To review the modeling assumptions, we will require electronic copies of the TNM
input files and hard copies of the plan sheets used to develop the input files
Task 4. Noise Impact Assessment
■
HMMH will review Corrigan Consulting's evaluation of loudest -hour traffic noise
impacts, based on FHWA and TxDOT criteria.
Task 5. Mitigation Assessment
■
HMMH will review Corrigan Consulting's assessment of potential traffic noise
mitigation measures including the acoustical and cost effectiveness of noise barriers.
The mitigation assessment shall be performed in accordance with FHWA Noise
Regulation 23 CFR 772 and TxDOT policies and procedures.
Received Time May.31. 2:46PM
MAY-31-2001 15:57 HMMH INC BURL INGTON
I"IARRIS MILLER MILLI=R & HANSON INC.
781 229 7939 P.05/07
Mr. G. Laird
May 31, 2001
Page 4
Labor
Task 1
Task 2
Task 3
Breakdown of Labor and Other Direct Costs
Principal Consultant
Consultant
Principal Consultant
Consultant
Principal Consultant
Consultant
Task 4 Principal Consultant
Consultant
Task 5 Principal Consultant
Consultant
Task 6 Principal Consultant
Other Direct Costs
round-trip airfares Boston/Houston
lodging
meals
2 hours @ $155
28 hours @ $90
2 hours @ $155
4 hours @ $90
2 hours Q $155
16 hours Q $90
2 hours @ $155
4 hours @ $90
2 hours @ $155
8 hours @ $90
16 hours $155
2 a $1,500
3 nights @ $120
5 days $40
car rental 3 days $60
Misc. (airport parking, tolls, gas for rental car, film and developing, etc.)
sound level meter 1 day @ $64
TOTAL
$310
$2,520
$310
$360
$310
$1,440
$310
$360
$310
$720
$2,480
$3,000
$360
$200
$180
$200
$64
$13,434
Received Time May:31: 2:46PM
MAY-31-2001 15:57 HMMH INC BURLINGTON
HARRIS MILLER MILLER & HANSON INC.
781 229 7939 P.04/07
Mr. G. Laird
May 31, 2001
Page 3
Task 6. Attend Meeting
■ A senior HMMH staff member will attend a meeting with representatives from
Corrigan Consulting and the City and/or TxDOT to discuss the results and
recommendations of the analysis. The proposed level of effort of two days includes
travel time and one meeting.
Cost and Schedule:
HMMH will provide these services to Corrigan Consulting on a Time -and -Materials basis in
accordance with our attached Standard Terms and Conditions. We propose to offer these
services at a cost not to exceed $13,434 without prior authorization from Corrigan Consulting.
A breakdown of our cost estimate, including 86 hours of labor and approximately $4,000 in
reimbursable expenses, is provided on the following page. The costs included in this proposal
are valid for a period of 30 days from May 31, 2001 and we anticipate a period of performance
of approximately three months from our notice to proceed. If requested, HMMH can provide
additional services in accordance with the attached Standard Terms and Conditions
If you accept this proposal, and would like us to proceed, please sign below and return one
copy to us. We appreciate you contacting us regarding this study Plerse feel free to give me
a call if you have any questions or comments concerning this proposal.
Sincerely,
HARRIS MILLER MILLER & HANSON INC.
Douglas E. Barrett
Principal Consultant
enc.
cc: J. Volk
APPROVED FOR HMMH. ACCEPTED' Corrigan Consulting
BY: BY:
TITLE: TITLE:
DATE: _ DATE:
Received Time May.311 2:46PN
MAY-31-2001 15:58
HMMH INC BURLINGTON 781 229 7939 P.06/07
HARRIS MILLER MILLER & HANSON INC.
STANDARD TERMS AND CONDITIONS
l TERMS OF OFFER: Performance of services by HMMH is subject to the terms
and conditions set forth herein. No modification shall be effective unless in writing
and signed by an authorized representative of HMMH.
CONSULTANT SERVICES• HMMH shall be reimbursed for its services as either
(i) Fixed price, or (ii) Time & materials. Fixed price work shall be billed on the
basis of the percent of work complete, rather than on an hours -spent basis. Method
2: Time & materials work shah be reimbursed on the basis of the number of hours
expended by each consultant and assistant on the project, multiplied by the
applicable hourly rate for each such employee. HMMH's current rates for each
employee classification are set forth below:
Classification
Supervisory Consultant
Principal Consultant/Engineer
Senior Consultant
Programmer
Consultant
Graphics/Information Specialist
Technical/Staff Assistant
Senior Project Administrator
Hourly Rate
$180.00 - $250.00
$130.00 - $190.00
$100.00 - $ 1 60.00
$ 90.00 - $ l 80.00
$ 70.00 - $120.00
$ 60.00 - $ 85.00
$ 50.00 - $ 80.00
$ 80.00 - $ 1 55.00
HMMH reserves the right: to increase or decrease the rates charged to Client for
particular employees as necessary to reflect changes in its standard rates for such
employees. Time spent in travel during normal business hours will be charged as
consulting time. Since travel outside normal business hours may constitute a
signif'cant use of employees time, HMMH reserves the right to charge for time
spent in such travel.
HMMH reserves the right to charge a premium for courtroom appearances and for
time spent giving depositions or expertt testimony, or providing similar litigation
support services.
3. OTHER SERVICES AND COSTS: Other services provided by HMMH, including
but not limited to computer time, instrument usage, and illustration, shall be
provided at HMMH's standard commercial rates for such services. Costs incurred
by HMMH for travel and subsistence and for supplies and services obtained from
third parties, including but not limited to reprographic and subcontractors' services,
shall be billed at HMMH's cost plus a 1O% handling charge.
4. INVOICING AND PAYMENT: Invoices shall be rendered monthly, and are
payable in U.S dollars within 30 days of receipt. Deposits may be required, at the
discretion of HMMH management. HMMH reserves the right to assess a. late
charge on unpaid balances equal to 12% per annum (or 1 % per month).
6/00
Continue on page 2...
Received Time MaY.311 2:46PM
MAY-31-2001 15:58
HMMH INC BURLINGTON 781 229 7939 P.07/07
HARRIS MILLER MILLER & HANSON INC.
STANDARD TERMS AND CONDITIONS
Page 2
5. TAXES AND DUTIES' All sales and use taxes, customs duties, fees for permits,
and similar charges applicable to services provided, and tangible or intangible items
delivered to Client, shall be paid by Client in addition to any other fees of HMMH.
Any such payments that must be made directly by HMMH shall be reimbursable as
costs pursuant to the terms of Paragraph 3.
6. LIABILITY AND INSURANCE• HMMH carries Worker's Compensation and
Employer's Liability Insurance and Comprehensive General Liability Insurance.
Certificates of insurance will be furnished on request. HMMH shall not be liable
for any special, incidental, or consequential damages.
7. UNFORESEEN CIRCUN.ISTANCES• HMMH shall not be to default of its
obligations to the extent that its performance is delayed or prevented by causes
beyond its control. including hut not limited to acts of God delays in delivery by
vendors, and strikes or other labor disputes.
8. ANNOUNCEMENTS: Use of HMMH's name by Client in any announcements
concerning the project for which HMMH's services are performed, for promotional
or advertising purposes, or in litigation with third parties shall require HMMH's
prior written approval.
9. I'hRMINATION- Either party may terminate this Agreement in whole or in part at
any time by written notice to the other; such notice is effective upon receipt. In the
event of such termination, HMMH shall be paid in accordance with this Agieement
for services rendered and expenses incurred or committed to before and including
the date of termination.
10. GOVERNING LAW: Interpretation, construction, and enforcement of this
Agreement shall be pursuant to the laws, statutes, and regulations of the
Commonwealth of Massachusetts.
] ] . RIGHTS IN WORK PRODUCT: HMMH shall retain title to and copyright of the
products of its work under this Agreement, but (subject to Paragraph 8) grants to
Client a royalty -free, nonexclusive, nontransferable license (i) to make and use each
invention or Improvement thereto, which is or may be patentable or copyrightable
under U.S. law and is conceived or first reduced to practice by HMMH in the
performance of services hereunder and (ii) to use, duplicate, disclose, or otherwise
dispose of all computer software and all other recorded information (such as graphs
or data tables) delivered to Client in the performance of services hereunder. Any
reuse by Client of such data or information shall he at Client's sole risk and
expense.
F:\PUBLIC\,ADMIN\STNDTERM.DOC
Received Time May.21: 2:46PM
TOTAL P.07