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XI. AMENDMENT. This Final Agreement may be modified or amended only if the amendment <br /> is made in writing and signed by both Parties. <br /> XII. BINDING/SEVERABILITY.This Final Agreement shall be binding upon any successors <br /> and/or assigns of the Parties. If any provision of this Final Agreement shall be held to be invalid <br /> or unenforceable for any reason, the remaining provisions shall continue to be valid and <br /> enforceable to the extent possible. If a court finds that any provision of this Final Agreement is <br /> invalid or unenforceable, but that by limiting such provision it would become valid and <br /> enforceable, then such provision shall be deemed to be written, construed, and enforced as so <br /> limited. <br /> XIII. WAIVER OF CONTRACTUAL RIGHTS. The failure of either party to enforce any <br /> provision of this Final Agreement shall not be construed as a waiver or limitation of that party's <br /> right to subsequently enforce and compel strict compliance with every provision of this Final <br /> Agreement. <br /> XIV. REPRESENTATIONS OF THE DEVELOPER.The Developer represents and warrants <br /> and agrees as the basis for the undertakings on its part herein contained that: <br /> 1. Non-Conflict or Breach. Neither the execution and delivery of this Final Agreement, <br /> nor the consummation of the transactions contemplated hereby, nor the fulfillment of <br /> or compliance with the terms and conditions of this Final Agreement, conflicts with or <br /> results in a breach of any of the terms, conditions or provisions of any restriction, <br /> agreement or instrument to which the Developer is now a party or by which the <br /> Developer is bound. <br /> 2. Conformance with Requirements. The development and construction of the Project <br /> does in all respects conform to and comply with all covenants, conditions,restrictions, <br /> zoning ordinances, environmental regulations and land use regulations affecting the <br /> Redevelopment Area. <br /> 3. Certifications of Payments.The payments received or to be received by the Developer <br /> from the City pursuant to the Agreement or this Final Agreement have been solely <br /> utilized to (i) pay the identified contractor, vendor or party in the payment requests to <br /> the City submitted by the Developer or (ii) to reimburse the Developer for the exact <br /> amount actually paid by the Developer to such contractor, vendor or party. <br /> XV. CITY'S AUTHORITY. The City represents and warrants that it is authorized to enter into <br /> and perform under this Agreement pursuant to the Act,its Home Rule powers and such other grants <br /> of authority pursuant to the Illinois Compiled Statutes. City further represents and warrants that <br /> the person(s) executing this Agreement on its behalf have full authority from the appropriate <br /> corporate authorities to do so, and such signatures shall be binding upon the City in all ways. This <br /> representation and warranty is of the essence of this contract and a breach thereof shall be deemed <br /> an act of default. <br /> 5 <br />