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that City has received the Sales Tax attributable to sales from the Required Operations in the <br />City for that Quarter. <br />3.1.2.3 In the event that the State Board of Equalization <br />conducts a review or audit of IPC's Required Operations or Sales Tax payments during the <br />Operating Period that results in an actual and final loss or reduction of monies that City has <br />already paid to IPC as City Consideration for one or more Quarters, or in the event that IPC <br />amends any sales tax returns that causes a reduction in the Sales Tax due to the City for one or <br />more Quarters, IPC shall, within thirty (30) days of its receipt of written notice by the City, <br />return that portion of the City Consideration attributable to the monies that were lost or reduced. <br />In the event that the State Board of Equalization conducts a review or audit of IPC's Required <br />Operations or Sales Tax payments during the Operating Period that results in an increase of Sales <br />Tax that IPC must pay for one or more Quarters, or in the event that IPC amends any sales tax <br />returns that causes an increase in the Sales Tax due for one of more Quarters, IPC shall inform <br />the City and the City shall commensurately increase the City Consideration paid by IPC. The <br />provisions of this paragraph shall survive the termination of this Agreement. <br />3.1.2.4 The parties acknowledge that certain payments of <br />Sales Tax received by City may be based on estimates and that such amounts will be periodically <br />reduced or increased by the State Board of Equalization to reflect the actual amount of Sales Tax <br />owed to City. The City Consideration payments shall be adjusted accordingly as necessary to <br />conform to such reconciliations. The adjustment shall be made within sixty (60) days through a <br />payment by IPC to City in the case of an overpayment to IPC, or a payment by City to IPC in the <br />case of an underpayment to IPC. Within thirty (30) days of a written request by IPC, the City <br />shall provide IPC with documentation to substantiate the adjustment of the City Consideration <br />payment(s). <br />3.1.2.5 Within ninety (90) days following the end of each <br />Contract Year, the City may conduct an accounting of all of IPC's Sales Tax Reports and Sales <br />Tax payments during the immediately preceding Contract Year, and the amount of the City <br />Consideration payments made to IPC for each Quarter during that immediately preceding <br />calendar year. However, the City may conduct such an accounting at any time by giving thirty <br />(30) days written notice in the event that facts or circumstances arise (such as change in <br />operations, change of ownership or business entity status) that can impact the method or <br />amount of IPC's Sales Tax Reporting or Payments. The City shall provide IPC a copy of that <br />accounting and reconciliation upon its completion. In the event that the accounting and <br />reconciliation identifies a disparity between the Required Operations, IPC's Sales Tax payments, <br />or City Consideration during that immediately preceding calendar year, appropriate adjustments <br />shall be made within sixty (60) days by a payment from IPC to City in the case of an <br />overpayment to IPC, or a payment from City to IPC in the case of an underpayment to IPC. <br />3.1.3 No Acceleration. It is acknowledged by the parties that any <br />payments by City provided for in this Agreement may only be paid for those periods in which <br />City receives the performance of IPC pursuant to this Agreement. Therefore, the failure of City <br />to make any payments or the failure by City to perform any of its other obligations hereunder <br />shall not cause the acceleration of any anticipated future City Consideration payments by City to <br />IPC. <br />131'030876-0001 <br />5940427.2 a07/30/13 -5-