ORANGE HOUSING DEVELOPMENT CORPORATION AND C & C DEVELOPMENT (2)

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be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law, or (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. e. Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its officers, directors, employees and agents (collectively the "Indemnitees ") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the lndemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property. 600. DEVELOPER FEE AND PERFORMANCE. 601. Developer Fee. 8% of Project Cost per Developer's Proposal. The Developer Fee is earned at the acquisition of the Property, but shall not be paid to Developer until the rehabilitation of the Property is complete and the Property has 90% occupancy. 602. Performance Measures. Due to the legislative deadlines, performance measurements will be monitored closely. The Developer's contract may be cancelled and the funds reallocated to other developers for failure to meet HUD deadlines. 603. Business License/Professional Licenses. Developer must obtain and maintain a valid business license in order to perform services in the City of Santa Ana. Also, Developer shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Developer shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 604. Annual Financial Statements. Developer shall deliver to City, within one hundred fifty (150) days after the end of each Calendar Year, (a) a certified public accountant reviewed balance sheet for Developer as of the end of such Calendar Year and a certified public accountant reviewed statement of profit and loss for Developer and for Developer's operations specific to this Property for such Calendar Year, together with all supporting schedules, (b) a certificate of such certified public accountant that such documents were reviewed by such certified public accountant in accordance with generally accepted accounting principles and otherwise comply with generally accepted accounting principles review requirements, and (c) a certificate of Developer's chief financial officer that such documents: (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to City, (ii) fairly present Developer's financial condition, (iii) show all material liabilities, direct and contingent, 13