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