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<br /> City and UAM, Inc. <br /> Agreement <br /> Page 2 <br /> SERVICES of the PROFESSIONAL shall include the furnishing of <br /> planimetric topographic mapping services as hereinafter described, to <br /> include the completion of aerial photographic and planimetric coverage, <br /> delivery of topographic and planimetric products in a digital format as <br /> dictated by OWNER, the establishment of required field control, <br /> aerotriangulation with necessary adjustments to horizontal and vertical <br /> data, photogrammetric compilation, planimetric and topographic map <br /> sheet finalization, and photo lab services in accordance with the best <br /> professional practices and meeting National Map Accuracy Standards in <br /> all respects. To facilitate future updates, ASCII tape files shall be <br /> provided which are compatible with the VAX VMS operating system at <br /> Southwest Texas State University. This will also aid in other mapping <br /> to be commissioned by the City Planning Department from Southwest Texas <br /> State University. <br /> SECTION III <br /> PAYMENTS TO THE PROFESSIONAL <br /> OWNER agrees to pay the PROFESSIONAL as full compensation for the <br /> accepted services described in Exhibit A the amounts as proposed by the <br /> PROFESSIONAL on February 6, 1986, in said Exhibit. <br /> Payments shall be made monthly in proportion to the services <br /> performed so that the compensation at the completion of PROJECT shall <br /> be no greater than the amounts shown in Exhibit A. <br /> SECTION IV <br /> TERMINATION <br /> The OWNER shall have the right to terminate this Agreement at any <br /> time after ten (10) days notice to PROFESSIONAL. In such event, <br /> payment shall be made to the PROFESSIONAL for services rendered and <br /> obligations incurred to date of cancellation following PROFESSIONAL's <br /> delivery to OWNER of all work and documents prepared to the date of <br /> termination. <br /> SECTION V <br /> SUCCESSORS AND ASSIGNS <br /> OWNER and PROFESSIONAL each binds itself, its partners, <br /> successors, executors, administrators, and assigns to the other party <br /> to this Agreement in respect to all covenants of this Agreement. <br /> Neither OWNER nor PROFESSIONAL shall assign, sublet or transfer its <br /> interest in this Agreement without the consent of the other. <br /> SECTION VI <br /> COPYRIGHTS AND RIGHTS IN DATA <br /> The PROFESSIONAL agrees that any maps, plans, drawings, photos, <br /> designs, specifications, technical reports, operating manuals, and <br /> other work which is specified to be delivered under this Agreement and <br /> to be paid for by the OWNER are subject to the rights of the OWNER in <br /> effect on the date of execution of this Agreement. These rights <br /> include the OWNER's right to use, duplicate, disclose and date such <br /> subject matter, in whole or in part, in any manner and for whatever <br /> purpose and to have others do so. <br /> SECTION VII <br /> PROFESSIONAL'S RESPONSIBILITY AND LIABILITY <br /> Acceptance and approval of the final maps and digital products by <br /> the OWNER shall not constitute nor be deemed a release of the <br /> responsibilities and liability of the PROFESSIONAL for the accuracy, <br /> completeness and competency of its digital products, maps or other <br /> documents or work performed under this Agreement. No approvals or <br /> acceptance by or in behalf of the OWNER shall be deemed to be an <br /> assumption of such responsibility by the OWNER for any defect, error or <br />