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a certification by the City's Finance Director specifying the total amount of Sales Tax received from the operation of the Costco Store during the previous Fiscal Year. The City's payment shall first be applied to any outstanding Costco Acquisition Costs, then to the outstanding Costco Construction Costs and then to any accrued but unpaid interest and then to current interest. Nothing contained in this Agreement shall obligate or otherwise commit the City to pay any amount to Costco unless and until the City receives the Sales Taxes attributable to sales, services or business activities of Costco at the Costco Store. Following receipt of the City's certification of the Sales Tax for the prior Fiscal Year, Costco shall review the amount of Sale's Tax determined by the City's Finance Director and shall either approve or disapprove the amount within thirty (30) days of receipt. Failure to notify the City of Costco's disapproval within thirty (30) days of receipt shall be deemed Costco's approval of the City Finance Director's calculations. Any disapproval shall state in writing the reasons for disapproval and the requested changes and shall provide any additional information or documentation available to Costco to support Costco's determination of the Sale's Tax. The City, upon receipt of disapproval by Costco and the additional information, shall review all information provided by Costco and either re -determine the Sale's Tax for the previous Fiscal Year or provide Costco with a statement of disagreement with regards to the Sale's Tax received by the City. In the event the City and Costco cannot agree on any item of the certification, the City and Costco shall submit the item to the Auditor to make the final detennination. If the total design and construction costs for the Project Improvements are less than S 19,790,000, the amount by which such costs are less than S 19,790,000 shall be shared equally between Costco and the City by equal reductions in the Costco Contribution Amount and the Costco Reimbursement Amount. Section 4.4 City's Right to Prepay. The City may prepay all or any portion of the outstanding Costco Reimbursement Amount at any time without charge, fee or penalty. Section 4.5 Failure to Operate. If the Costco Store ceases to operate for a period of two hundred seventy (270) consecutive days absent a Force Majeure Event, this Agreement shall automatically terminate and the City shall have no obligation to make any reimbursement payments to Costco. Any expansion, renovation, repair or restoration of damage by Costco shall not be deemed a discontinuance of operations under this Section. Section 4.6 Force Majeure. In addition to specific provisions of this Agreement, perfonnance by any Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; riots; floods; earthquakes; fires; or casualties (a "Force Majeure Event"). An extension of time for Force Majeure Event shall only be for the period of the enforced delay, which period shall commence to run from the time of the notification of the delay by the Party requesting the extension to the other Party. The Party requesting an extension of time under this Section 4.6 shall give notice promptly following knowledge of the delay to the other Party. If, however, notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after knowledge of the commencement of the delay, the period shall commence to nun upon the earliest of (i) thirty (30) days prior to the giving of such notice; (ii) the date that the other Party received knowledge of the events giving rise to the delay or (iii) if 1310 0IL31$870.8 2iMO 18