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withhold future payments under this or any other contract with the Agency until the audit <br />exceptions are cleared. <br />25. Indemnity. The Agency agrees to indemnify and save harmless the Area Agency, its agents and <br />employees from and against any and all loss, cost, damages, expense and liability caused by the <br />failure of the Agency to fully perform its obligation under this agreement and in accordance with <br />its terms. <br />26. Changes. The Area Agency may require changes in the work and services that the Agency is to <br />perform hereunder. Such changes, including any increase or decrease in the amount of the <br />Agency's compensation, which are mutually agreed upon by and between the Area Agency and <br />the Agency, shall be incorporated in written amendments to this contract. <br />27. Termination of Contract for Cause. If through any cause, the Agency shall fail to fulfill in a <br />timely and proper manner its obligations under this contract, or if the Agency has or shall violate <br />any of the covenants, agreements, representations or stipulations of this contract, the Area <br />Agency shall therefore have the right to terminate this contract by giving written notice to the <br />Agency of such termination and specifying the effective date thereof. In such event, all finished <br />documents and other materials collected or produced under this contract shall at the option of the <br />Area Agency, become its property. The Agency shall be entitled to receive just and equitable <br />compensation for any work satisfactorily performed under this contract, except to the extent such <br />work must be duplicated in order to complete the contract. Notwithstanding the foregoing, the <br />Agency shall not be relieved of liability to the Area Agency for damages .sustained by The Area <br />Agency by virtue of any breach of this contract by the Agency and the Area Agency may <br />withhold payment of any additional sums as security for payment of damages caused by the <br />Agency's breach, until such time as the exact amount of the damages resulting from such breach <br />is determined. <br />28. Termination for Convenience. The Area Agency may terminate this contract for the convenience <br />of the Area Agency at any time by giving written notice to the Agency of such termination and <br />specifying the date thereof, no fewer than fifteen (15) days prior to the effective date of such <br />termination. In that event, all finished or unfinished documents and other materials produced or <br />collected shall, at the option of the Area Agency, become the property of the Area Agency. If <br />this contract is terminated by The Area Agency as provided in this paragraph, the Agency will be <br />paid the grant reimbursement percentage, described in paragraph 5, of the actual allowable <br />expenses that have been incurred by the Agency prior to the effective date of such termination, <br />less payments of compensation previously made by the Area Agency. Provided, however, if this <br />contract is terminated because of default by the Agency the provisions of paragraph 26 hereof <br />shall prevail. <br />4 <br />