SSF, INC. DBA VOLVO OF ORANGE COUNTY - 2015

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"City Consideration" shall mean the amounts to be paid by City to Volvo for Volvo's conduct of the Required Operations during the Operating Period. The City Consideration for the Operating Period is to reimburse Volvo each Contract Year fifty percent (50 %) of the new sales tax generated in the City from the Required Operations above the base year, up to one - million dollars ($1,000,000.00), or ten (10) years, whichever comes first. "Commencement Date" shall mean the date on which Volvo completes its facility remodel and upgrade, as set forth in a written notice from Volvo to the City. The parties anticipate that such work will take approximately six (6) months to complete. "Contract Year" shall mean the period from July 1 to June 30 during each year of the Operating Period. For the purposes of this Agreement, the first Contract Year ends on June 30, 2017. "Covered Parties" shall mean the City and its elected and appointed boards, members, officials, officers, agents, representatives, employees and volunteers. "Effective Date" shall mean the date first written on page 1 of this Agreement. "Operating Period" shall mean the period commencing as of the Commencement Date, and continuing until and expiring after ten (10) years; provided, however, that Volvo may terminate this Agreement for any reason, or no reason, at any time upon one hundred and eighty (180) days' written notice to the City. "Required Operations" shall collectively refer to the following on and with respect to Volvo conducting its automotive retail sales and service operations in the City: (1) Volvo retaining and continuing to own or lease sufficient facilities in the City to allow the automotive retail sales and service operations to be conducted; (ii) Volvo's operation of the automotive retail sales and service operations within the corporate boundaries of the City; and (iii) Volvo not transferring or otherwise relocating the automotive retail sales or service operations as reported to the State Board of Equalization to another facility or location outside of the City. "Sales Tax(es)" means that portion of taxes that is allocated, paid to, and actually received by City from the imposition of the Bradley -Burns Uniform Sales and Use Tax law (commencing with Section 7200 of the California Revenue and Taxation Code), or any successor law thereto, arising from all taxable sales transactions, occurring from Required Operations conducted by Volvo within the City during the Operating Period. "Sales Tax" shall not include sales tax revenues that are provided to a city based upon a special election and are limited to be used for a specified governmental function or functions. "Sales Tax Reports" shall include, for each Contract Year: (i) a statement identifying the amount of Sales Tax paid by Volvo from Required Operations within the City during the Contract Year; and, (ii) copies of all statements and reports filed with the State Board of Equalization. "Termination Date" shall occur upon the payment of one - million dollars ($1,000,000.00) in City Consideration from City to Volvo, or ten (10) years after the Commencement Date, whichever comes first, subject to extension or earlier termination of the Operating Period as set forth in this Agreement.