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8.3 Service Suspension. 8.3.1 Unpaid Invoices. If any amount due from the City is not paid within'sixty (60) days after the date of Company's iny.Qice, Company may suspend Services. until the City has paid .its. outstanding balance in full and/or:terminate this Agreement. If Company suspends Service,. the. City shall pay a service interruption. fee in an amount determined by Company in its discretion. up to the maximum amount of $ZQ6. 81.2 Slj=sioh at Direction of CityY If -the City whthes:to suspend or discontinue Services. to :a Resident. for .any* reason, the City shall send Company a written notice (email it acceptable as long as its receipt is acknowledged by Company) identifying the Resident's address and the date the. Services should be suspended or discontinued. In the event of Service suspension, the City jhall: provide additional email notification to Company if/when it wishes to reactivate the suspended Services: Upon receipt of .a notice. of reactivation, Company shalt -resume the Services on the next regularly scheduled collection day: The City shall indemnify; defend, and hold Coinpany.harmless from any claims,:suits, damages; liabilifles or expenses (including but not limited to expenses of investigation and attorneys' fees) resulting from the. suspension of discontinuation of any Services at the direction of the -City. $.4 Audits. 8:4.1 Audit of City Billings. With respect to any Services in which:the.Company's billing.is dependent upon the City's reporting of the number of addresses subject: to this Agreement, the City shall perform an audit at least once each year to confirm that the City's reporting on such addresses is accurate. The City shall share all findings. and documentation with respect to such audits with Company.. In addition:to the foregoing, Company shall be permitted to conduct its own address counts using. manual counts and/or official parcel maps. If at any time Company presents to City data to support that the number of addresses serviced exceeds the number provided by the City, the parties agree to re -negotiate in good faith the number of addressesreceiving services under this .Agreement. . $.4.2. Audit of Company Records. The City may request and be provided with an opportunity to audit :any relevant and non -confidential records of Company that support the calculations of charges*invoiced wthe-City under this Agreement witIthithe ninety (90) -day period before the audit request. Such audits shall'be paid for by -the City and shall be consucted under mutually acceptable terms at Company's premises in a. manner that minimizes any interruption. in the daily actiyities. at such premises. 9.. Termination. If either party breaches. any material provision of this Agreement .and.-suchf breach is -not substantially cured within. thirty (30) days after.receipt of -written notice from the non -breaching party specifying such breach in reasonable detail, the non -breaching party may terminate this Agreement by giving thirty.(30) days' written notice of terminationto the breaching.party: However, if the breach cannot be substantially. cured within thirty (30) days,. the Agreement may not be `terminated if a cure is commenced witli1n the -cure period and for as. long. thereafter :as a cure is diligently pursued. Upon termination, the City...sball pay. Company only such charges and fees for the S�ryices performed on or before the termination -effective. daterand Company shall: collect its equipment, and Company mall: have no further obligation to perform any Services under this Agreement. 10. Compliance with Laws. Company warrants that the Services.'will be performed in it good, safe and workmanlike manner, and in compliance with all applicable federal; state,. provincial and local1aws, rules, �.. regulations, and permit conditions relating to the Services; including without limitation any applicable Page 3 of 13 Version 7017.1 Muni Classified as Confidential -External