31-26 Ordinance Authorizing Payments in Lieu of Taxes for Western Avenue I, LLC (Substitute)

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Section 5.9. No Joint Venture. Nothing contained in this PILOT Agreement will be construed to constitute Owner as a joint venturer with City or to constitute a partnership between Owner and City. Section 5.10. Construction. The Parties acknowledge that each Party and each Party's counsel have reviewed and revised this PILOT Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this PILOT Agreement or any amendments or schedules hereto. Section 5.11. Authorization. The persons executing and delivering this PILOT Agreement on behalf of the Parties hereto represent and warrant to the other Party that such person is duly authorized to act for and on behalf of said Party and execute and deliver this PILOT Agreement in such capacity as is indicated below. Section 5.12. Assignment/Successor. This PILOT Agreement shall be binding upon the City and Owner, and all successors, grantees, or assignees of Owner with respect to the Property (or any portion thereof) which would otherwise be entitled to claim an exemption for real and personal property taxes imposed on the Property. Section 5.13. Recording. The Owner will cause, at Owner's expense, this PILOT Agreement, the Ordinance of the Common Council approving this PILOT Agreement (the "Ordinance") and any other instruments of further assurance to be promptly recorded, filed, and registered as provided in the Ordinance, and at all times to be recorded, filed, and registered, in such manner and in such places as may be required by law to preserve and protect fully the rights of the City hereunder as to all of the mortgaged property. In the event the owner does not record and file the PILOT Agreement and the Ordinance,as provided in the Ordinance,within thirty(30) days of the later of(i) adoption of the Ordinance by the Common Council and (ii) execution of this PILOT Agreement by all parties thereto, the City will cause, at Owner's expense, this PILOT Agreement and the Ordinance to be recorded and filed as provided in the Ordinance, the expense of which will be reimbursed by the Owner to the City. Section 5.14 Incorporation of Recitals.The recitals contained in this PILOT Agreement are incorporated into the operative provisions of this PILOT Agreement as if separately restated and are true and correct. * * * * * [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7