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Such records shall then be transmitted to Capital Area for acceptance in an orderly fashion with documents <br /> properly labeled and filed and in an acceptable condition for storage . <br /> 11 . Disallowed Costs . The Service Provider agrees to refund to Capital Area any/all expenditures under this <br /> Contract which are disallowed in future audits . All funding paybacks must be made using non-federal <br /> dollars . This provision survives the Term of Agreement . <br /> 12 . Termination of Agreement for Cause . <br /> a . If, for any cause , the Service Provider shall fail to fulfill in a timely and proper manner its obligations <br /> under this Contract, or if the Service Provider shall violate any of the covenants , or provisions of this <br /> Contract, Capital Area shall thereupon have the right to terminate this Contract by giving written notice <br /> to the Service Provider of such termination and specifying the effective date thereof, at least ten ( 10) <br /> days before the effective date of such termination . In such event, the Service Provider shall be entitled to <br /> receive just and equitable reimbursement for costs properly incurred, prior to termination, subject to <br /> submission of any performance reports . <br /> b . If, for any cause , Capital Area shall fail to fulfill in a timely and proper manner its obligations under this <br /> Contract, or if Capital Area shall violate any of the covenants , or provisions of this Contract, the Service <br /> Provider shall thereupon have the right to terminate this Contract by giving written notice to Capital <br /> Area of such termination and specifying the effective date thereof, at least ten ( 10) days before the <br /> effective date of such termination . In such event, the Service Provider shall be entitled to receive just <br /> and equitable reimbursement for costs properly incurred, prior to termination, subject to submission of <br /> any performance reports . <br /> c . Notwithstanding the above and unless otherwise specified herein , the Service Provider shall not be <br /> relieved of liability to Capital Area for damages sustained by Capital Area by virtue of any breach of the <br /> Contract by the Service Provider, and Capital Area may withhold any payments to the Service Provider <br /> for the purpose of setoff until such time as the exact amount of damages due Capital Area from the <br /> Service Provider is determined . Additionally , Capital Area shall not be relieved of liability to the <br /> Service Provider of damages due the Service Provider . <br /> 13 . Termination for Convenience . <br /> a . The performance of work under the Contract may be terminated, in whole , or in part, by Capital Area <br /> whenever it is determined that such termination or suspension is in the best interest of Capital Area . <br /> Termination of work hereunder shall be affected by delivery to the Service Provider of a Notice of <br /> Termination specifying the extent to which performance of work under the Contract is terminated and <br /> the date upon which such termination becomes effective . In no instance shall a termination for <br /> convenience be effective in less than ninety (90) days after receipt of notice thereof. <br />