R2019-147 Resolution Authorizing Agreement between the City of Decatur, Illinois, and Airport Plaza Joint Venture, LLC

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2. The City and Developer agree that Developer will not be eligible for TIF reimbursement for any costs that are determined to be model home construction, model home maintenance costs, or ongoing lot maintenance costs. Maintenance costs include mowing, pruning,and snow removal. Erosion control costs incurred after the release of the Developer's bond required by City are presumed to be maintenance costs and not eligible for reimbursement. 3. The determination of the eligibility of all other costs shall be as set forth in the Development Agreement,the TIF District Redevelopment Plan,and the TIF Act. IV. RECEIPT OF REIMBURSEMENT. The Devefoper and the City agree that reimbursements to Developer would end with the first to occur of Developer having exhausted his eligible costs, or upon the expiration of the RDA. VI. REPRESENTATIONS AND WA.�tRANTIES.Each Party to this Memorandum represents and warrants to the other party that it: 1. has full power,authority and legal right to execute and perform this Memorandum; 2. has taken all necessary legal and corporate action to authorize the execution and performance of this Memorandum; 3. this Memorandum constitutes the legal,valid and binding obligations of such party in accordance with its terms; and 4. shall act in good faith to give effect to the intent of this Memorandum and to take such other action as may be necessary or convenient to consummate the purpose and subject matter of this Memorandum. VII. RATIFICATION/SUPERCEDE. This Memorandum shall supplement and supersede where inconsistent, if anywhere,the existing RDA between the parties. The parties hereby ratify the terms of the existing RDA except as modified by this Memorandum. VIII. AMENDMENT.This Memorandum may be modified or amended if the amendment is made in writing and signed by both parties. IX. BINDING/SEVERABILITY.This Memorandum shall be binding upon any successors and/or assigns of the parties. If any provision of this Memorandum shall be held to be invalid or unenforceable for any reason,the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. X. WAIVER OF CONTRACTUAL RIGHTS.The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Memorandum. XI. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Illinois.