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COUNTY OF DANE Purchase of Services Agreement Number of Pages, including schedules: Agreement No. I 19 Expiration Date: Authority: Res. 2013-2014 Department: Maximum Cost: $18,000 Registered Agent: Address: THIS AGREEMENT, made and entered into, by and between the County of Dane (hereafter referred to as "COUNTY") and Kucera International Inc. (hereafter, "PROVIDER"), WITNESSETH: WHEREAS COUNTY, whose address is 210 Martin Luther King Jr Blvd. Madison WI 53703, desires to purchase services from PROVIDER for the purpose of Historic Aerial Photo Georeferencing and Compression.; and WHEREAS PROVIDER, whose address is 38133 Western Parkway, Willoughby OH 44094 is able and willing to provide such services; NOW, THEREFORE, in consideration of the above premises and the mutual covenants of the parties hereinafter set forth, the receipt and sufficiency of which is acknowledged by each party for itself, COUNTY and PROVIDER do agree as follows: TERM. The term of this Agreement shall commence as of the date by which all parties have executed this Agreement and shall end as of the EXPIRATION DATE set forth on page 1 hereof, unless sooner agreed to in writing by the parties. PROVIDER shall complete its obligations under this Agreement not later than the EXPIRATION DATE. Upon failure of PROVIDER to complete its obligation set forth herein by the EXPIRATION DATE, COUNTY may invoke the penalties, if any, set forth in this document and its attachments. A. PROVIDER agrees to provide the services detailed in the bid specifications, if any; the request for proposals (RFP) and PROVIDER's response thereto, if any; and on the attached Schedule A, which is fully incorporated herein by reference. In the event of a conflict between or among the bid specifications, the RFP or responses thereto, or the terms of Schedule A or any of them, it is agreed that the terms of Schedule A, to the extent of any conflict, are controlling. B. PROVIDER shall commence, carry on and complete its obligations under this Agreement with all deliberate speed and in a sound, economical and efficient manner, in accordance with this Agreement and all applicable laws. In providing services under this Agreement, PROVIDER agrees to cooperate with the various departments, agencies, employees and officers of COUNTY.