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5. In the event RECIPIENT exercises its unilateral right to terminate this Agreement for cause <br /> in the manner provided for in paragraph 4 above, all finished and unfinished documents, <br /> services, papers, data, products, and the like prepared, produced or made by COUNTY <br /> under this Agreement shall at the option of RECIPIENT become the property of RECIPIENT, <br /> and COUNTY shall be entitled to receive just and equitable compensation for any <br /> satisfactory work completed on such documents, services, papers, data, products or the like. <br /> 6. If during the term of this Agreement, the Dane County Board of Supervisors shall fail to <br /> appropriate sufficient funds to carry out COUNTY's obligations under this Agreement, this <br /> Agreement shall be automatically terminated as of the date funds are no longer available <br /> and without further notice of any kind to RECIPIENT. This paragraph shall not relieve <br /> RECIPIENT of its responsibility to pay COUNTY for services or goods provided or furnished <br /> to RECIPIENT prior to the effective date of termination. <br /> 7. RECIPIENT agrees to make such payments for services rendered under this Agreement as <br /> and in the manner specified in the attached Schedule B, incorporated herein by reference. <br /> 8. COUNTY agrees to make such planning documents as required, and in the timeframe <br /> specified, in the attached Schedule C, incorporated herein by reference. <br /> 9. COUNTY shall commence, carry on and complete its obligations under this Agreement with <br /> all deliberate speed and in a sound, economical and efficient manner, in accordance with <br /> this Agreement and all applicable laws. In providing services under this Agreement, <br /> COUNTY agrees to cooperate with the various departments, agencies, employees and <br /> officers of RECIPIENT. <br /> 10. COUNTY agrees to secure at COUNTY's own expense all personnel necessary to carry out <br /> COUNTY's obligations under this Agreement, except and unless an agreement to utilize <br /> grant funds to secure necessary personnel to carry out COUNTY's obligations is executed <br /> between COUNTY and RECIPIENT. Such personnel shall not be deemed to be employees <br /> of RECIPIENT nor shall they or any of them have or be deemed to have any direct <br /> contractual relationship with RECIPIENT. <br /> 11. Notices, bills, invoices and reports required by this Agreement shall be deemed delivered as <br /> of the date of postmark if deposited in a United States mailbox, first class postage attached, <br /> addressed to a party's address as set forth above. It shall be the duty of a party changing its <br /> address to notify the other party in writing within a reasonable time. <br /> 12. Each party shall indemnify, hold harmless and defend the other party for liability arising from <br /> the acts and omissions of their respective boards, commissions, agencies, officers, <br /> employees and representatives. <br /> 13. In no event shall the making of any payment or acceptance of any service or product <br /> required by this Agreement constitute or be construed as a waiver by RECIPIENT of any <br /> breach of the covenants of this Agreement or a waiver of any default of COUNTY and the <br /> making of any such payment or acceptance of any such service or product by RECIPIENT <br /> while any such default or breach shall exist shall in no way impair or prejudice the right of <br /> RECIPIENT with respect to recovery of damages or other remedy as a result of such breach <br /> or default. <br /> 14. It is expressly understood and agreed to by the parties hereto that in the event of any <br /> disagreement or controversy between the parties,Wisconsin law shall be controlling. Venue <br /> for any legal proceedings shall be in the Dane County Circuit Court. <br /> Last revised: 08/10/2015 2 <br />