SSF, INC. DBA VOLVO OF ORANGE COUNTY - 2015

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3.1.2 Payment Procedure. 3.1.2.1 After the end of each Contract Year, and no later than one hundred and twenty (120) days after Volvo's payment of the Sales Tax to the State Board of Equalization for that Contract Year, Volvo shall submit to City the Sales Tax Reports for the preceding Contract Year and a written request for payment of the City Consideration owing to Volvo. Any delay shall not constitute either a breach of this Agreement or a waiver of Volvo's right to receive the City Consideration under this Agreement, but may result in a delay in the City's payment of City Consideration to the extent that such delay by Volvo causes the City to be unable to meet its payment obligations in a timely manner. 3.1.2.2 Payment of the amount determined by City to be owing to Volvo for each Contract Year shall be made by City within one hundred and twenty (120) days after the later of the following: (i) Volvo's submission of its completed payment request; and (ii) City's verification, based upon corroborating information provided to City by either the State Board of Equalization and /or a sales tax consultant retained by City, that City has received the Sales Tax attributable to sales from all Required Operations within the City for the applicable Contract Year. Any disapproval by City of a Volvo payment request shall state in writing the reasons for disapproval and shall be provided to Volvo within fifteen (15) days after City has received information necessary to make the determination that the payment request cannot be approved. City agrees to expeditiously process Volvo's requests for payment of City Consideration. Volvo expressly understands that nothing contained in this Agreement shall obligate or otherwise commit City to pay the City Consideration for a Contract Year unless and until City receives reasonably satisfactory verification that City has received the Sales Tax attributable to sales from the Required Operations in the City for that Contract Year. 3.1.2.3 In the event that the State Board of Equalization conducts a review or audit of Volvo's Required Operations or Sales Tax payments during the Operating Period that results in an actual and final loss or reduction of monies that City has already paid to Volvo as City Consideration for one or more Contract Years, or in the event that Volvo amends any sales tax returns that causes a reduction in the Sales Tax due to the City for one or more Contract Years, Volvo shall, within thirty (30) days of its receipt of written notice by the City, return that portion of the City Consideration attributable to the monies that were lost or reduced. In the event that the State Board of Equalization conducts a review or audit of Volvo's Required Operations or Sales Tax payments during the Operating Period that results in an increase of Sales Tax that Volvo must pay for one or more Contract Years, or in the event that Volvo amends any sales tax returns that causes an increase in the Sales Tax due for one of more Contract Years, Volvo shall inform the City and the City shall commensurately increase the City Consideration paid by Volvo. The provisions of this paragraph shall survive the termination of this Agreement. 3.1.2.4 The parties acknowledge that certain payments of Sales Tax received by City may be based on estimates and that such amounts will be periodically reduced or increased by the State Board of Equalization to reflect the actual amount of Sales Tax owed to City. The City Consideration payments shall be adjusted accordingly as necessary to conform to such reconciliations. The adjustment shall be made within sixty (60) days through a payment by Volvo to City in the case of an overpayment to Volvo, or a payment by City to Volvo in the case of an underpayment to Volvo. Within thirty (30) days of a written request by Volvo, the City shall provide Volvo with documentation to substantiate the adjustment of the City Consideration payment(s). E!