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28. 29. 30. 31. Page 10 of11 Indemnity. The Agency agrees to the extent allowable by law to indemnify and save harmless the Council, its agents and employees from and against any and all loss, cost, damages, expense and liability arising out of the County's and the community service providers' performance under this Agreement. ChanQes. The Council may require changes in the work and services which the Agency is to perform hereunder. Such changes, including any increase or decrease in the amount of the Agency's compensation, which are mutually agreed upon by and between the Council and the Agency, shall be incorporated in written amendments to this contract. Termination of Contract for Cause. If through any cause, the Agency shall fail to fulfill in a timely and proper manner its obligations under this contract, or if the Agency shall violate any of the covenants, agreements, representations or stipulations of this contract, the Council shall therefore have the right to terminate this contract by giving written notice to the Agency of such termination and specifying the effective date thereof. In such event, all finished documents and other materials collected or produced under this contract shall, at the option of the Council, become the property of the Council. The Agency shall be entitled to receive just and equitable compensation Jor any worksiltisfactorily perf9rmed underthiscontr~ct, except to the extentthat such work must be duplicated in order to complete the contract. Notwithstanding the foregoing, the Agency shall not be relieved of liability to the Council for damages - - sustained by- tlTeCouncilbyvirtue- of any-breach of1hiscontract--by-1:heAgencyand-the Council may withhold payment of any additional sums as security for payment of damages caused by the Agency's breach, until such time as the exact amount of the damages resulting from such breach is determined. Termination for Convenience. The Council may terminate this contract for the convenience of the Council at any time by giving written notice of such termination and specifying the date thereof, no fewer than ninety (90) days prior to the effective date of such termination. In that event, all finished or unfinished documents and other materials produced or collected shall, at the option of the Council, become the property of the Council. If this contract is terminated by the Council as provided in this paragraph, the Agency will be paid the grant reimbursement percentage, described in paragraph 6, of the actual allowable expenses that have been incurred by the Agency prior to the effective date of such termination, less payments of compensation previously made. Provided, however, if this contract is terminated because of default by the Agency the provisions of paragraph 30 hereof shall prevail. 31.Disputes and Appeals. Any dispute concerning a question of fact arising under this Agreement shall be identified to the designated grant administrator for the Area Agency on Aging. In accordance with Lead Regional Organization (LRO) CouRcil policy, a written decision shall be promptly furnished to the designated grant administrator for the County. The decision of the LRO is final unless within twenty (20) days of receipt of such decision the Chairman of the Board of Commissioners furnishes a written request for appeal to the Director of the North Carolina Division of Aging and Adult Services, with a copy sent to the Area Agency. The request for appeal shall state the exact nature of the complaint. The Division of Aging and Adult Services will inform the Chairman of the F~B