SSF, INC. DBA VOLVO OF ORANGE COUNTY - 2015

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3.1.2.5 Within ninety (90) days following the end of each Contract Year, the City may conduct an accounting of all of Volvo's Sales Tax Reports and Sales Tax payments during the immediately preceding Contract Year, and the amount of the City Consideration payments made to Volvo during that immediately preceding calendar year. However, the City may also conduct such an accounting at any time by giving thirty (30) days written notice in the event that facts or circumstances arise, such as change in operations, change of ownership or business entity status, which can impact the method or amount of Volvo's Sales Tax Reporting or Payments. The City shall provide Volvo a copy of that accounting and reconciliation upon its completion. In the event that the accounting and reconciliation identifies a disparity between the Required Operations, Volvo's Sales Tax payments, or City Consideration during that immediately preceding calendar year, appropriate adjustments shall be made within sixty (60) days by a payment from Volvo to City in the case of an overpayment to Volvo, or a payment from City to Volvo in the case of an underpayment to Volvo. 3.1.3 No Acceleration. It is acknowledged by the parties that any payments by City provided for in this Agreement may only be paid for those periods in which City receives the performance of Volvo pursuant to this Agreement. Therefore, the failure of City to make any payments or the failure by City to perform any of its other obligations hereunder shall not cause the acceleration of any anticipated future City Consideration payments by City to Volvo. 3.2 Conditions Precedent to City's Obligations. City's obligation to perform hereunder, including without limitation its obligation to pay the City Consideration pursuant to Section 3.1 of this Agreement, shall be contingent and conditional upon Volvo's full and satisfactory performance of its obligations set forth in this Agreement. Notwithstanding the foregoing, any delay by Volvo in sending reports or other information to the City, or the existence of inadvertent errors in reports or information sent by Volvo to the City, shall not constitute either a breach of this Agreement or a waiver of Volvo's right to receive the City Consideration payable under this Agreement. However, such delay or error by Volvo may result in a delay in the City's payment of City Consideration to Volvo to the extent that such delay or error by Volvo causes the City to be unable to meet its payment obligations on a timely basis. 3.3 Disclosure of Payments. Volvo agrees that the City Consideration payments and the amounts thereof do not constitute a violation of Revenue and Taxation Code Section 7056 or any other provision of law pertaining to the disclosure of sales tax information, shall be a matter of public record, may be disclosed to any person, and may be included on the City's warrant register. Volvo waives any law that is contrary to any of the agreements in this Section 3.3. 3.4 City Facilitation of Site Improvements. The City shall take commercially reasonable steps to expedite the review and processing of building permits, certificates of occupancy and final instruction, and other permits, approvals and entitlements needed by Volvo in connection with the remodel of its facility. 4. TERMINATION RIGHTS. 4.1 City Termination Rights. Subject to the force majeure provisions of Section 5.11 below, City shall have the right to terminate this Agreement if, following the Commencement Date, Required Operations are not conducted within the City for a period of ninety (90) consecutive days. 5