25K - AGMT - ECONOMIC DEVELOPMENT RELOCATION

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operation of the Petroleum Business within the corporate boundaries of the City; and (iii) IPC not transferring or otherwise relocating the retail sales operation or the point of sale as reported to the State Board of Equalization for the Petroleum Business 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 IPC 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 Quarter (i) a statement identifying the amount of Sales Tax paid by IPC from Required Operations within the City during the Quarter; and (ii) copies of all statements and quarterly reports filed with the State Board of Equalization. "Termination Date" shall mean December 31, 2028, subject to extension or earlier termination of the Operating Period as set forth in this Agreement. 2. IPC OBLIGATIONS. 2.1 Operating Agreement; Continuous Operation. IPC hereby covenants and agrees to maintain its headquarters for its California business and all sales offices in Santa Ana that are located in Orange County, California as of the date of this Agreement, and continuously conduct or cause to be conducted Required Operations within the City during the entire Operating Period. IPC agrees to maintain its principal place of business and all sales offices in compliance with State Board of Equalization regulations pertaining to "place of sale". Such continuous operations shall be subject to the force majeure provisions of Section 5.11 hereof. 2.2 Maximization of Sales Tax. At all times during the Operating Period, IPC shall designate its corporate headquarters and sales office in the City as the point of sale for sales and use tax purposes in all Petroleum Business and related sales that originate from within the City. 2.3 Payment of Taxes. IPC shall pay or cause to be paid any and all taxes applicable to or arising out of IPC's lease, operation and/or use of its headquarters for its California business and sales office in the City (including, without limitation, all taxes attributable to sales occurring at such office), except that IPC retains its right to protest and contest County of Orange decisions related to the value of its interest in any property or leasehold. IPC shall make or cause to be made timely sales and use tax payments to the State Board of Equalization, except that IPC retains its right to protest and contest State Board of Equalization assessments or decisions that IPC believes to be erroneous. 2.4 Compliance with Laws. Subject to IPC's right to contest same, IPC shall conduct or cause to be conducted all activities within the City and shall perform its obligations under this Agreement in conformity with all applicable federal, state, and local laws, ordinances, and regulations. Nothing in this Agreement is a representation or warranty by City that any tenant improvement or other construction work performed by IPC within the City on or after the date of 131030876-0001 5940427,2 A7 _ 10 11 25K-7