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minimum of three (3 ) years, or longer if required by applicable regulatory bodies . The Franchisee further agrees that the County, by any duly authorized representative, shall have the right during business hours, and with prior written notice, to inspect and/or audit the books and records of the Franchisee that evidence the Gross Revenues and computations of Franchise Fee payments made by the Franchisee to the County. If the County decides to inspect and/or audit Franchisee ' s books and records, specifically Franchise Fee payments made to the County and Franchise Fee computations, the Franchisee shall permit a County representative to review the pertinent portion of the Franchisee ' s books and records including billing and collection records during normal business hours. The Franchisee and the County shall cooperate with respect to the location of production and format of such books and records, to the end of minimizing the cost for both parties. In the event that an audit of Franchisee ' s books determines that Franchisee made underpayment in any month and that the underpayment exceeded five percent (59/o) of the amount actually due in such month, Franchisee shall pay interest at the rate of twelve percent ( 12%) per annum on the amount underpaid or not paid calculated from the date the amount was due to the date it was finally paid. Both the underpayment and interest shall be paid within thirty (30) days after receipt of demand from the County. SECTION 11 . CHANGES TO THE SERVICE AREA Upon the County ' s becoming aware that the Service Area has changed due to the annexation or incorporation of any property within the Service Area by a municipality or other body, the County shall promptly notify Franchisee of such circumstances and cooperate with Franchisee to determine any necessary adjustments to the Franchise Fee that may be necessary. SECTION 12, FORFEITURE OR REVOCATION OF FRANCHISE The Franchisee' s material failure to comply in any respect with any of the provisions of this Franchise after written notice from County and a reasonable opportunity, no less than one hundred and eighty ( 180) days, to cure shall be grounds for forfeiture of this Franchise pursuant to which the County shall have the right to revoke and cancel all franchise rights granted in this Agreement; provided, however, that Franchisee' s failure to comply with any provision of this Franchise as the result of a strike, lockout, or any other cause beyond the reasonable control of the Franchisee (collectively, "Force Majeure") shall not constitute grounds for the County' s revocation and cancellation of any rights hereunder. In the event Franchisee in good faith disputes the County' s determination of the Franchisee ' s material non-compliance with the provision(s) of this Franchise specified in the County' s notice, or the County disputes the Franchisee' s assertion that its failure to comply with the provision(s) of this Franchise was or is the result of Force Majeure, the Franchisee and the County shall negotiate in good faith to resolve the dispute prior to submitting the dispute to non-binding arbitration as provided below. If any dispute remains unresolved thirty (30) days after the commencement of negotiations pursuant to this Section, such dispute may, at the election of either Party, be submitted to non-binding arbitration pursuant to the provisions of 7