25K - AGMT - ECONOMIC DEVELOPMENT RELOCATION

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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 IPC's full and satisfactory performance of its obligations set forth in this Agreement. Notwithstanding the foregoing, any delay by IPC in sending reports or other information to the City, or the existence of inadvertent errors in reports or information sent by IPC to the City, shall not constitute either a breach of this Agreement or a waiver of IPC's right to receive the City Consideration payable under this Agreement. However, such delay or error by IPC may result in a delay in the City's payment of City Consideration to IPC to the extent that such delay or error by IPC causes the City to be unable to meet its payment obligations on a timely basis. 3.3 Disclosure of Payments. IPC 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. IPC 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 inspection, and other permits, approvals and entitlements needed by IPC in connection with its construction of tenant improvements in order to relocate its corporate headquarters and sales office to a facility in the City. 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. 4.2 IPC Termination Rights. IPC may terminate this Agreement for any reason (or no reason) upon one hundred eighty (180) days written notice to the City. 4.3 Mutual Termination Rights. City makes no representation or warranty to IPC as to the legality of the City Consideration payments or the City's authority to make such payments. In the event that a final, non-appealable judgment or decree is rendered against City invalidating its payment obligations set forth in this Agreement, either City or IPC may terminate this Agreement by delivery of written notice of termination to the other party. 5. GENERAL PROVISIONS. 5.1 Entire Agreement, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and executed by IPC and City. 5.2 Limitations on City's Liability. IPC acknowledges and agrees that 1311030876-0001 59404272.07.30'13 25-1 0