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periodic review will be to enable the City to determine if the Development is being operated and managed in accordance with the requirements and standards of this Agreement. The Developer shall cooperate with the City in such reviews. (c) Books, Records and Reports. For purposes of such periodic reviews, the Developer and the Management Agent shall make available to the City for inspection all books and records with respect to the Development. In addition, the Developer shall provide the City with: (1) by not later than thirty (30) days prior to commencement of each Fiscal Year, the annual budget for the upcoming Fiscal Year; (2) within ninety (90) days following the end of each Fiscal Year, a report showing the actual income and expenditures with respect to the Development for the immediately preceding Fiscal Year and the status of all reserve funds; and (3) within one hundred twenty (120) days following the end of each Fiscal Year, a copy of the Developer's federal income tax filings for the Fiscal Year. (d) Replacement of Management Agent. If, as a result of a periodic review, the City determines in its reasonable judgment that the Development is not being operated and managed in accordance with any of the requirements and standards of the Management Plan, the Management Agreement, or the City Documents, the City shall deliver notice to the Developer, the Senior Lender and Investor Limited Partner, of its intention to cause replacement of the Management Agent along with a detailed explanation of the deficiencies in the management of the Project. Within thirty (30) days of receipt by the Developer of such written notice, if the deficiencies remain uncured, City staff and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Development, including, without limitation, replacement of the Management Agent. The Senior Lenders and Investor Limited Partner, at their discretion may elect to join the meeting between the City and the Developer, if they desire to do so. If, after such meeting, City staff recommends in writing the replacement of the Management Agent, the Developer shall promptly dismiss the then Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a Management Agent set forth in subsection (a) above and approved by the City pursuant to subsection (a) above. (e) Any contract for the operation or management of the Development entered into by the Developer shall provide that the contract can be terminated as set forth above. Failure to remove the Management Agent in accordance with the provisions of this Section shall constitute a Developer Event of Default under this Agreement, and the City may enforce this provision through legal proceedings as specified in Article 8. No approval of the Senior Lenders or Investor Limited Partner shall be required for the City to enforce its rights hereunder. Section 5.8 Approval of Management Plan Modifications. Pursuant to Section 2.7, the City is to review and approve the written Management Plan for the Development no later than six (6) months after commencement of construction of the Development pursuant to the Development Schedule. Each year thereafter, within sixty (60) days of the end of the Developer's Fiscal Year, the Developer shall submit to the City any proposed changes to the Management Plan. The City shall approve or disapprove the proposed changes to the Management Plan in writing within fifteen (15) calendar days following the City's REV: 06-17-2020 PR 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 42 of 143)