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8.5.2 Audit of Company Records. The City may request and be provided with an <br /> opportunity to audit any relevant and non-confidential records of Company that <br /> support the calculations of charges invoiced to the City under this Agreement <br /> within the ninety (90) day period before the audit request. Such audits shall be <br /> paid for by the City and shall be conducted under mutually acceptable terms at <br /> Company's premises in a manner that minimizes any interruption in the daily <br /> activities at such premises. <br /> 8.6 Termination of City Billing. The City may terminate the function of invoicing <br /> Customers upon 90-day notice to Company. Upon termination, the Company shall <br /> assume this function. In such case, the rates for all Services shall be shown on Exhibit <br /> B for the provision of Customer invoicing by Company, effective as of the date City <br /> invoicing terminates. The Company and City shall work together in good faith to make <br /> such modifications to this Agreement as may be necessary to effectuate the turnover of <br /> Customer invoicing to Company. <br /> 9. Termination. <br /> 9.1 Company Termination <br /> If either party breaches any material provision of this Agreement and such breach is not <br /> substantially cured within thirty(30) days after receipt of written notice from the non-breaching <br /> party specifying such breach in reasonable detail, the non-breaching party may terminate this <br /> Agreement by giving thirty (30) days' written notice of termination to the breaching party. <br /> However, if the breach cannot be substantially cured within thirty (30) days, the Agreement <br /> may not be terminated if a cure is commenced within the cure period and for as long thereafter <br /> as a cure is diligently pursued. Subject to Section 9.2 and Section 21 of this Agreement, the <br /> City shall pay Company only such charges and fees for the Services performed on or before the <br /> termination effective date, and Company shall collect its equipment, and Company shall have <br /> no further obligation to perform any Services under this Agreement. <br /> 9.2 City Termination <br /> 9.2.1 The City shall have the right to terminate this Agreement if there has been a <br /> breach of any material provision thereof by the Company, or if there is other <br /> good cause for termination because of Company's breach of this Agreement or <br /> exercise of its option to suspend or discontinue recycling services. Continuing <br /> breach or good cause shall not be deemed acceptable because it was not <br /> followed by prompt termination. <br /> 9.2.2 Upon the failure of the Company to fulfill any of the provisions of the Contract, <br /> the City Administrator shall be authorized to hire such persons and equipment, <br /> or assign City employees and equipment, as may be necessary to do such work <br /> and the cost of such expenses thereof may be charged and deducted from any <br /> monies due the Company, collected from the Company, or collected by recourse <br /> to the Company's bond or financial guarantee instrument submitted. <br /> 9.2.3 Notwithstanding 9.2.1 and 9.2.2, Company shall not be in breach and City shall <br /> have no right to terminate this agreement, or hire or assign persons and <br /> equipment pursuant to Subsection 9.2.2, unless Company fails to cure said <br /> Page 4 of 18 <br />