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this Agreement is not a public work as defined in Labor Code Sections 1720, et seq., including <br />but not limited to Sections 1771 and 1781. <br />3. CITY CONSIDERATION PAYMENTS. <br />3.1 Payment of City Consideration to IPC. <br />3.1.1 Calculation of City Consideration. In consideration for IPC's <br />undertakings pursuant to this Agreement, City shall make payments of City Consideration to IPC <br />after the end of each Quarter, as follows: <br />3.1.1.1 Subject to Paragraph 3.1.1.2 below, for Required <br />Operations conducted by IPC in the Operating Period, City shall pay IPC the City Consideration <br />based on the actual net amount of Sales Tax directly received by the City from the State Board of <br />Equalization during that Quarter. Subject to the terms of Section 3.1.2, the payment of City <br />Consideration for each Quarter shall be made in a single lump sum payment within ninety (90) <br />days following the end of that Quarter. <br />3.1.1.2 City Consideration shall be payable from any <br />source of funds legally available to City. In this regard, it is understood and agreed that the Sales <br />Tax from IPC's Required Operations in the City is being used merely as a measure of the amount <br />of City Consideration payments that are periodically owing by City to IPC, and that City does <br />not and legally cannot pledge any portion of that Sales Tax to IPC. <br />3.1.2 Payment Procedure. <br />3.1.2.1 After the end of each Quarter, and no later than <br />thirty-five (35) days after IPC's payment of the Sales Tax to the State Board of Equalization for <br />that Quarter, IPC shall submit to City the Sales Tax Reports for the preceding Quarter and a <br />written request for payment of the City Consideration owing to IPC. Any delay shall not <br />constitute either a breach of this Agreement or a waiver of IPC's right to receive the City <br />Consideration under this Agreement, but may result in a delay in the City's payment of City <br />Consideration to the extent that such delay by IPC causes the City to be unable to meet its <br />payment obligations on a timely manner. <br />3.1.2.2 Payment of the amount determined by City to be <br />owing to IPC for each Quarter shall be made by City within thirty (30) days after the later of the <br />following: (i) IPC's submission of its completed payment request; and (ii) City's verification <br />(based upon corroborating information provided to City by either the State Board of Equalization <br />and/or a sales tax consultant retained by City) that City has received the Sales Tax attributable to <br />sales from all Required Operations within the City for the applicable Quarter. Any disapproval <br />by City of an IPC payment request shall state in writing the reasons for disapproval and shall be <br />provided to IPC within fifteen (15) days after City has received information necessary to make <br />the determination that the payment request cannot be approved. City agrees to expeditiously <br />process IPC's requests for payment of City Consideration. IPC expressly understands that <br />nothing contained in this Agreement shall obligate or otherwise commit City to pay the City <br />Consideration for a Quarter unless and until City receives reasonably satisfactory verification <br />131/030876-0001 <br />5940427.2 a0790/13 -4-