IPC (USA) INC., A CALIFORNIA CORPORATION-2013

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1. DEFINED TERMS. The following terms when used in this Agreement shall have the meanings set forth below: "City Consideration" shall mean the amounts to be paid by City to IPC for IPC's conduct of the Required Operations during the Operating Period. The City Consideration paid for the Operating Period shall be an amount equal to (i) fifty percent (50%) of up to $1,400,000 of Sales Tax generated in the City from the Required Operations during each Contract Year, plus (ii) seventy percent (70%) of any Sales Tax exceeding $1,400,000 generated from the Required Operations within the City during that Contract Year. "Commencement Date" shall mean the date on which IPC relocates its headquarters for its California business and southern California sales office to the City of Santa Ana and commences operations in the City, as set forth in a written notice from IPC to the City. The City and IPC acknowledge that IPC may not commence operations in the City of Santa Ana until IPC leases space, completes construction of tenant improvements, and thereafter relocates sales staff and initiates sales activities. The parties anticipate that such operations may not commence until approximately January 1, 2014. "Contract Year" shall mean the period from January 1 to December 31 during each year of the Operating Period. For the purposes of this Agreement, the first Contract Year ends on December 31, 2014. "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 on December 31, 2028; provided, however, that IPC may terminate this Agreement for any reason (or no reason) at any time upon one hundred eighty (180) days' written notice to the City. "Petroleum Business" refers to the operation by IPC in the City of a sales office selling petroleum products and products ancillary to the sale of refined petroleum that generate Sales Tax revenue. "Quarter" shall mean any three (3) month period commencing on January 1, 2013, and thereafter on April 1, July 1 and October 1 during the Operating Period. If the quarterly or other periods used by the State Board of Equalization in calculating or making Sales Tax payments to City differ from City's fiscal quarters described above, the parties shall modify the timing (but not the amount) of the City Consideration payments to coincide with the periods used by the State Board of Equalization. "Required Operations" shall collectively refer to the following on and with respect to IPC conducting its Petroleum Business in the City: (i) IPC retaining and continuing to own or lease sufficient facilities in the City to allow the Petroleum Business to be conducted; (ii) IPC's 131/030876-0001 5940427.2 .07/30/13 -2-