Laserfiche WebLink
3.2 Conditions Precedent to City's Obligations. City's obligation to perform <br />hereunder, including without limitation its obligation to pay the City Consideration pursuant to <br />Section 3.1 of this Agreement, shall be contingent and conditional upon IPC's full and <br />satisfactory performance of its obligations set forth in this Agreement. Notwithstanding the <br />foregoing, any delay by IPC in sending reports or other information to the City, or the existence <br />of inadvertent errors in reports or information sent by IPC to the City, shall not constitute either a <br />breach of this Agreement or a waiver of IPC's right to receive the City Consideration payable <br />under this Agreement. However, such delay or error by IPC may result in a delay in the City's <br />payment of City Consideration to IPC to the extent that such delay or error by IPC causes the <br />City to be unable to meet its payment obligations on a timely basis. <br />3.3 Disclosure of Payments. IPC agrees that the City Consideration payments and the <br />amounts thereof do not constitute a violation of Revenue and Taxation Code Section 7056 or any <br />other provision of law pertaining to the disclosure of sales tax information, shall be a matter of <br />public record, may be disclosed to any person, and may be included on the City's warrant <br />register. IPC waives any law that is contrary to any of the agreements in this Section 3.3. <br />3.4 City Facilitation of Site Improvements. The City shall take commercially <br />reasonable steps to expedite the review and processing of building permits, certificates of <br />occupancy and final inspection, and other permits, approvals and entitlements needed by IPC in <br />connection with its construction of tenant improvements in order to relocate its corporate <br />headquarters and sales office to a facility in the City. <br />4. TERMINATION RIGHTS. <br />4.1 City Termination Rights. Subject to the force majeure provisions of Section 5.11 <br />below, City shall have the right to terminate this Agreement if, following the Commencement <br />Date, Required Operations are not conducted within the City for a period of ninety (90) <br />consecutive days. <br />4.2 IPC Termination Rights. IPC may terminate this Agreement for any reason (or no <br />reason) upon one hundred eighty (180) days written notice to the City. <br />4.3 Mutual Termination Rights. City makes no representation or warranty to IPC as <br />to the legality of the City Consideration payments or the City's authority to make such payments. <br />In the event that a final, non-appealable judgment or decree is rendered against City invalidating <br />its payment obligations set forth in this Agreement, either City or IPC may terminate this <br />Agreement by delivery of written notice of termination to the other party. <br />5. GENERAL PROVISIONS. <br />5.1 Entire Agreement, and Amendments. This Agreement incorporates all of the <br />terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and <br />previous agreements between the parties with respect to the subject matter hereof. Any <br />amendment or modification to this Agreement must be in writing and executed by IPC and City. <br />5.2 Limitations on City's Liability. IPC acknowledges and agrees that: <br />131'030876-0001 <br />5940427.2 a07 30/13 -6-