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HomeMy WebLinkAboutResolution #3049RESOLIITION N0. 3049. A RESOLDTION APPROVING AN AGREEl~NT BETWEEN THE CITY OF CANTON AND WAL-MART STORES, INC. AND DIRECTING THE MAYOR AND CITY CLERK TO E%ECIITE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of the proposed agreement, a copy of which is hereto attached and made a part hereof as Exhibit "A"; and, WHEREAS, the City Council of the City of Canton, Illinois has determined that it is desirable and in the best interest of the City of Canton to enter into said agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COIINCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That the agreement between the City of Canton and Wal-Mart Stores, Inc., which is attached hereto and made apart hereof as Exhibit "A", is hereby approved. 2. That the Mayor and City Clerk are hereby authorized and directed to execute and deliver said agreement on behalf of the City of Canton, Illinois. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 7th day of May, 1991 upon a roll call vote as follows: AYES: Aldermen May, Barnett, Meade, Bohler, ~teck, Sarff, Coay, l~lleck, NAYS : '.None . ABSENT: None. APPROVED: Donald E. Edwards, Mayor ATTEST: ~r Nancy Whites City Clerk. PtTBLIC STREET IMPROVENIII~TTS AGREII~NT THIS AGREEMENT made and entered into as of this day of May, 1991, between the City of Canton, an Illinois municipal corporation, hereinafter referred to as the "City" and Wal-Mart Stores, Inc. a Deleware Corporation, 701 South Walton Boulevard, Bentonville, Arkansas 72716, hereinafter called "Wal-Mart" WITNFSSETH: WHEREAS, the City of Canton is a non-home rule municipality established established pursuant to the Constitution and Statutes of the State of Illinois and has, as part of its Comprehensive Plan, the creation of an East West street in the vicinity of a proposed Wal-Mart development in the City of Canton, Illinois. Such street to be known as Buckeye Street; and, . WHEREAS, Wal-Mart has announced its intention to create an improvement and shopping center in the City of Canton in the vicinity of Buckeye Street and has made known to the City of Canton the necessity of having Buckeye Street completed in a timely manner of short suspense prior to the projected opening of the Wal-Mart Store in the City of Canton in approximately the month of August, 1991; and, WHEREAS, each of the City of Canton and Wal-Mart are interested in cooperating each with the other and with third parties, to provide for the creation of Buckeye Street, of improvements to Illinois State Route 78, and other public or private developments in the vicinity of and in support of the proposed Wal-Mart development in the City of Canton. NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained, each of the City and Wal-Mart agree as follows: 1. That the foregoing representations are true and accurate and constitute part of the mutual consideration inheritent in this Agreement. 2. That attached hereto and herein incorporated by reference is a copy of one certain Agreement dated April 16, 1991, and entered into by the State of Illinois, acting by and through its Department of Transportation, and the City of Canton, which said Agreement is herein incorporated by reference as though fully set forth in this agreement verbatim. 3. That it is the intention of each of the City and Wal-Mart to agree between themselves and to actually delegate the functions and responsibilities obligatory upon the City by the attached Agreement such delegation to be made between the City and Wal-Mart. 4. It is specifically agreed by and between the City of Canton and Wal-Mart as follows: a) That the City of Canton will perform all administrative functions required of it pursuant to the Agreement attached hereto; b) That the City of Canton will be financially responsible for payment of costs and expenses, to include engineering fees, not to exceed in the aggregate the sum of $150,000.00 for the improvement or construction of a street in the City of Canton generally situated North of the Wal-Mart property which subject street is to be known as Buckeye Street; c) In addition to the foregoing, and in conformity with the Agreement hereto attached and in further conformity with all plans and specifications thereto relating, each of the City and Wal-Mart agree that the State of Illinois acting by and through its Department of Transportation shall provide financial support through the State of Illinois Motor Fuel Tax Program in a sum of not to exceed $35,000.00 in the aggregate in support of the construction of improvements or in the construction of the new public street to be known as Buckeye Street. d) Wal-Mart agrees that it shall be responsible for the balance of the cost of the construction of Buckeye Street and to all improvements to public ways thereto relating or appertaining beyond the amounts agreed to be born by the City of Canton and by the Illinois Department of Transportation, all as hereinabove set forth. Wal-Mart recognizes and agrees such payments must be made through the City of Canton in support of its Motor Fuel Tax work for the calendar year 1991 and, accordingly, agrees to immediately make payment to the City of Canton for any such pay estimates approved by the City of Canton and delivered to Wal-Mart for payment. Such payments shall be made by Wal-Mart within 21 days of receipt of a copy of the approved pay estimate from the City of Canton. e) Wal-Mart further agrees that it shall be responsible for providing, at its sole expense, engineering services and all other professional services required in support of the foregoing public programs to be constructed by the City of Canton through its Motor Fuel Tax program for the Year 1991 insofar as the same relates to the construction of Buckeye Street or insofar as the same relates to the construction, re-construction, or improvement of State Route 78 in the vicinity of the Wal-Mart project. 5. Each of the City of Canton and Wal-Mart agree to fully cooperate with the State of Illinois acting by and through its Department of Transportation, and to fully cooperate with any other third party entities as may seem appropriate to accomplish the timely construction of Buckeye Street and necessary improvements to State Route 78, all of which will be in support of the proposed Wal-Mart Development in the City of Canton. ATTEST: seal WAL-MART STORES, INC. BY: ATTEST: Nancy Whites, City Clerk. CITY OF CANTON, an Illinois municipal corporation, BY: Donald E. Edwards, Mayor ALDER STRE .~>:: o~ . ~ CYPRESS 0 s ' - T :: ~ . . Y ., . ~ ~tti a~ iii ~'~i'~ ~'i' , .~ 78 ' ~~ '~<'•`: ~, CANTON .~~"' .I~ •::: .. . ~' COUNTRY CUUB ;^ r .;; .; v i .'r .:i. .~r. .~. • FAP Route 22 (IL 78) State Section (1351) City Section 91-00083-00-FP City of Canton Fulton County Agreement No. J-4-91-024 Resolution No. MFT Resolution WHEREAS, the City has entered into an Agreement with the State of Illinois for the construction of a new City street (to be known as Buckeye Street) left of Station 191+46.5 (1350't north of Cypress Street and east of Illinois 78) on Illinois Route 78 (N. Main Street) known as FAP Route 22, State Section (135Z), City Section 00083-00-FP, and WHEREAS, in compliance with the aforementioned Agreement, it is necessary for the City to appropriate motor Fuel Tax Funds to pay its share of the cost of said improvement. NOW, THEREFORE, BE IT RESOLVED, that there is hereby appropriated the sum of One Hundred and Fifty Thousand DOLLARS (5150,000), or so much thereof as may be necessary, from any money now of hereafter allotted to the City to pay its share of the cost of this improvement as provided in the Agreement, and BE IT FURTHER RESOLVED, that the City agrees to pass a supplemental resolution to provide necessary funds for its share of the cost of this improvemne ti ffthe amount aprpopriated herein proves to be insufficient to cover said cost. STATE OF ILLINOIS) ss COUNTY OF FULTON ) APPROVED: Date May 21, 1991 STATE OF ILLINOIS DEPARTMENT OF TRANSPORTATION Division of Highways District Engineer I, Mr./MS. Nancy Whites , City Clerk in and for the City of Canton, State of Illinois, hereby certify certify the foregoing to be a true perfect and complete copy of the Resolution adopted by the City Council at a meeting on May 21, , 19 91 . IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 22nd day of May A.D., 19 91 . Clerk 6452D FAP Route 22 (IL 78) State Section (1352) City Section 91-00083-00-FP City of Canton Fulton County Agreement No. J-4-91-024 EXHIBIT A-1 Resolution No. MFT Resolution WHEREAS, the City has entered into an Agreement with the State of Illinois for the construction of a new City street (to be known as Buckeye Street) left of Station 191+46.5 (1350'± north of Cypress Street and east of Illinois 78) on Illinois Route 78 (N. Main Street) known as FAP Route 22, State Section (135Z), City Section 00083-00-FP, and WHEREAS, in compliance with the aforementioned Agreement, it is necessary for the City to appropriate motor Fuel Tax Funds to pay its share of the cost of said improvement. NOW, THEREFORE, BE IT RESOLVED, that there is hereby appropriated the sum of One Hundred and Fifty Thousand DOLLARS ($150,000), or so much thereof as may be necessary, from any money now of hereafter allotted to the City to pay its share of the cost of this improvement as provided in the Agreement, and BE IT FURTHER RESOLVED,, that the City agrees to pass a supplemental resolution to provide necessary funds for its share of the cost of this improvemne ti ffthe amount aprpopriated herein proves to be insufficient to cover said cost. STATE OF ILLINOIS) ss COUNTY OF FULTON ) APPROVED: Date ~ f~ ~~:~~~' ~ / `l ~ ! _ /,, STATE OF ILLINOIS DEPARTMENT OF TRANSPORTATION Division of Highways I, Mr./~1s. ~ ti~ ~~~ ~, City Clerk in~ahd for e City of Canton, State of Illinois, hereby certify certify the foregoing to be a true perfect and complete copy of the Resolution adopted by the City Council at a meeting on ~ - 191 1 IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this ~~~ ~x-~.- day of '111e..-~~ A.D., 19 `t! ~~~ ,~1 %, -r~ , ~ . ~,~t~~,C ~'~ ~ District Eng Weer Clerk 64520 1 FAP Route 22 (IL 78) State Section (1352) C1ty Section 91-00083-00-FP City of Canton Fulton County Agreement No. J-4-91-024 Resolution No. Non-MFT Resolution WHEREAS, the City has entered into an Agreement with the State of Illinois for the construction of a new City street (to be known as Buckeye Street) left of Station 191+46.5 (1350't north of Cypress Street and east of Illinois 78) on Illinois Route 78 (N. Main Street) known as FAP Route 22, State Section (135Z), City Section 00083-00-FP, and WHEREAS, in compliance with the aforementioned Agreement, it is necessary for the City to appropriate sufficient funds to pay its share of the cost of said improvement. NOW, THEREFORE, BE IT RESOLVED, that there is hereby appropriated the sum of One Hundred and Fifty Thousand DOLLARS (5150,000), or so much thereof as may be necessary, from any money now of hereafter allotted to the City to pay its share of the cost of this improvement as provided in the Agreement, and BE IT FURTHER RESOLVED, that the City agrees to pass a supplemental resolution to provide necessary funds for its share of the cost of this improvemne ti ffthe amount aprpopriated herein proves to be insufficient to cover said cost. STATE OF ILLINO'~S) ss COUNTY OF FUI.TON ) City Clerk in for tte C1ty of Canton, State of Itlino s, hereby certify certify the foregoing to be a true perfect and complete copy of the Resolution adop ed by the City Council at a meeting on r ~a 19 4 ~ . IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this d day of kys,~t,L A . D . , 19 i . Clerk 64520 ' FAP Route 22 (IL 78) State Section (1351) City Section 91-00083-00-FP City of Canton Fulton County Agreement No. J-4-91-024 AGREEMENT This Agreement, entered into this ~~ ~ day of ~ A.D. 1991, by and between the State of Illinois, acting by and through its Department of Transportation, hereinafter called the STATE, and the City of Canton of the State of Illinois, hereinafter called the CITY. WITNESSETH WHEREAS, the CITY, in order to facilitate the free flow of traffic, improve safety to the motoring public, and promote development is desirous of constructing a new CITY street (to be known as Buckeye Street) left of Station 191+46.5 (1350'1 north of Cypress Street and east of Illinois 78) on Illinois Route 78 (N. Main Street), City Section 91-00083-00-FP, as follows: A. Construct a new flexible pavement street whose cross section is 38 feet back-to-back of curb with TY 6 6.18 CCC & G at the edge of pavement. B. Install storm sewers, inlets, and catch basins along the new CITY street. C. Variable wldth widening on Illinois 78 to provide a 36' width (one 12' through lane in each direction and a 12' left-turn lane), along with a 10' shoulder. D. Bituminous overlay of Illinois 78 from 620''f north of to 1145'± south of Station 191+46.5 as aforedescribed. Page 2 Agreement No. J-4-91-024 E. .Relocation of an existing permanent STATE traffic counter installation (Sta. 201+20f). F. Construction of anew commercial entrance left of Station 197+49 750' north of Cypress Street and east of Illinois 78. G. All other work necessary to complete the improvement in accordance with the plans and specifications; and WHEREAS, the said improvement will be of immediate benefit to the traveling public and permanent in nature; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. The CITY agrees to make the surveys; obtain all necessary rights-of- way; prepare the plans and specifications; receive bids and award the contract, with the concurrence of the STATE; furnish engineering inspection daring construction utilizing a licensed professional engineer (State of Illinois); and cause the improvement to be built in accordance with the plans, specifications, and contract. 2. The CITY agrees to pay all rights-of-way, construction, and engineering costs, subject to reimbursement by the STATE as hereinafter stipulated. 3. Upon final inspection of the improvement and so long as Illinois Route 78 is used as a STATE highway, the STATE agrees to maintain or cause to be maintained Illinois 78 in its entirety. Page 3 Agreement No. J-4-91-024 4. The CITY agrees to maintain the new CITY street in its entirety up to the outside edge of pavement of the northbound through traffic lane of Illinois Route 78. 5. It is mutually agreed by and between the parties hereto that the estimated cost of the improvement is as follows: Construction Costs $290,000 Engineering Costs (15X) 43.500 TOTAL $333,500 6. The STATE agrees to reimburse the CITY for the cost of resurfacing (t 1/2") and patching of the existing Illinois 78 pavement (22' in width), including normal aggregate shoulder work (1 1/2" depth), and relocation of the existing STATE owned traffic counter installation. The STATE's participation will be based upon actual contract prices with a maximum amount of $35,000, which includes 15X for engineering costs. 7. Subject to the necessary appropriation fanticipated subsequent to July 1, 1991), the STATE agrees to pay the CITY an amount equal to 95X of its estimated obligation incurred under this Agreement upon award of the contract for this Improvement and subsequent notification by the CITY. The STATE will pay the remainder of the obligation, in a lump sum, upon completion of the contract based upon final costs. The total cost to the STATE shall not exceed $35,000. 8. The CITY has passed an MFT Resolution and a Non-MFT resolution appropriating sufficient funds to pay its share of the cost of this improvement, a copy of which is attached hereto as Exhibit "A-1" and Exhibit "A-2" respectively and made a part hereof. Page 4 Agreement No. J-4-91-024 9. The CITY has adopted and will put into effect, or continue to enforce, prior to advertising for the work to be performed hereunder, an ordinance requiring that parking be prohibited within the limits of this improvement, a copy of which is attached hereto as Exhibit "B", and will in the future prohibit parking at such locations on or immediately adjacent to this improvement as may be determined necessary from traffic capacity studies. 10. The CITY shall retain the records for STATE audit for a period of three years after the completion of the improvement. 11. The CITY agrees to comply with all applicable Executive Orders and Federal Highway Acts pursuant to the Equal Employment Opportunity and non-discrimination regulations required by the Illinois Department of Transportation. 12. The CITY shall secure approval of the plans and specifications from the STATE prior to advertising for the work to be performed. 13. The STATE agrees to issue the appropriate highway permit allowing the proposed entrance construction (Lt. Sta. 197+49) after plan approval has been granted and the Permitee meets any and all prerequisites required by the STATE. 14. The CITY agrees to adopt, prior to advertising for bids, or continue to enforce an ordinance relative to the disposition of encroachments and prohibiting in the future any new encroachments within the limits of the improvement, a copy of which is attached as Exhibit "C" and Page 5 Agreement No. J-4-91-024 made a part hereof. The disposition of encroachments will be cooperatively determined with representatives from the STATE and CITY. 15. The CITY agrees to exercise its franchise right to cause private utilities to be relocated, if required, at no expense to the STATE. 16. The CITY agrees to cause alt CITY-owned utilities to be relocated and/or adjusted, if required, at no expense to the STATE. 17. The CITY agrees to adopt prior to advertising for bids, or continue to enforce an ordinance prohibiting the discharge of sanitary sewers and industrial waste into any storm sewer or drainage facility constructed as a part of this improvement, a copy of which is attached as Exhibit "D", and made a part hereof. 18. The CITY agrees to obtain and pay for the Eost of acquiring the necessary right of way in accordance with the following requirements: A. Right of way along Illinois Route 78 shall be acquired in the name of the STATE on standard STATE forms which will be provided for that purpose in accordance with Land Acquisition Policies and Procedures of the STATE. B. No award of a contract shall be made to cover construction of the project or any part thereof without there first having been made a title approval by the Attorney General of Illinois on each individual parcel of right of way, the consideration for which exceeds ;2500, included within such construction. A title approval shall be made by the STATE on each parcel of right of Page 6 Agreement No. J-4-91-024 way acquired for the project where the consideration is ;2500 or less. In the event acquisition of the right of way is by condemnation, then such action must be brought in the name of the STATE by the Attorney General and an Assistant Attorney General appointed by him. C. Cost of the right of way shall include the purchase price thereof as well as the cost of negotiators, appraisals, title evidence, relocation assistance and payments, property management and such legal service as may be necessary to acquire said right of way. The acquiring agency, if participating in the cost of the right of way shalt receive a credlt for a proportionate amount of the proceeds of any sale or rental of improvements acquired within the right of way or as a direct result of the right of way acquisition. D. All parties engaged in the acquisition of the right of way shall be approved in advance by the STATE. E. Appraisals: (1) Appraisals shall be reviewed and a negotiating figure approved by the STATE in advance of negotiations for the purchase of said right of way. F. Any phase of the STATE's Relocation Assistance Procedures to be performed by any qualified agency other than the STATE shall be covered by separate contractural agreement or agreements with Page 7 Agreement No. J-4-91-024 the agency and are subject to prior approval of the Division Administrator of the Federal Highway Administration. G. The STATE shall provide such guidance, assistance and supervision and monitor and perform audits to the extent necessary to assure compliance with the STATE's Land Acquisition Policies and Procedures. 19. This Agreement and the covenants contained herein shall be null and void in the event the contract covering the construction work contemplated herein is not awarded by June 1, 1994. 20. This Agreement shall be binding and inure to the benefit of the parties hereto, their successors and assigns. STATE OF ILLINOIS DEPARTMENT OF TRANSPORTATION By: Director of Highways 'CITY OF CANTON By: a or Date: Date : S ~-Z ~ ~-- 9/ 6452D t s PIIBLIC STREET IMPROYEI~NTS AGREEI~NT THIS AGREEMENT made and entered into as of this '7fN day of May, 1991, between the City of Canton, an Illinois municipal corporation, hereinafter referred to as the "City" and Wal-Mart Stores, Inc. a Deleware Corporation, 701 South Walton Boulevard, Bentonville, Arkansas 72716, hereinafter called "Wal-Mart" WITNESSETH: WHEREAS, the City of Canton is a non-home rule municipality established established pursuant to the Constitution and Statutes of the State of Illinois and has, as part of its Comprehensive Plan, the creation of an East West street in the vicinity of a proposed Wal-Mart development in the City of Canton, Illinois. Such street to be known as Buckeye Street; and, WHEREAS, Wal-Mart has announced its intention to create an improvement and shopping center in the City of Canton in the vicinity of Buckeye Street and has made known to the City of Canton the necessity of having Buckeye Street completed in a timely manner of short suspense prior to the projected opening of the Wal-Mart Store in the City of Canton in approximately the month of August, 1991; and, WHEREAS, each of the City of Canton and Wal-Mart are interested in cooperating each with the other and with third parties, to provide for the creation of Buckeye Street, of improvements to Illinois State Route 78, and other public or private developments in the vicinity of and in support of the proposed Wal-Mart development in the City of Canton. NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained, each of the City and Wal-Mart agree as follows: 1. That the foregoing representations are true and accurate and constitute part of the mutual consideration inheritent in this Agreement. 2. That attached hereto and herein incorporated by reference is a copy of one certain Agreement dated April 16, 1991, and entered into by the State of Illinois, acting by and through its Department of Transportation, and the City of Canton, which said Agreement is herein incorporated by reference as though fully set forth in this agreement verbatim. 3. That it is the intention of each of the City and Wal-Mart to agree between themselves and to actually delegate the functions and responsibilities obligatory upon the City by the attached Agreement such delegation to be made between the City and Wal-Mart. 4. It is specifically agreed by and between the City of Canton and Wal-Mart as follows: a) That the City of Canton will perform all administrative functions required of it pursuant to the Agreement attached hereto; b) That the City of Canton will be financially responsible for payment of costs and expenses, to include engineering fees, not to exceed in the aggregate the sum of $150,000.00 for the improvement or construction of a street in the City of Canton generally situated North of the Wal-Mart property which subject street is to be known as Buckeye Street; c) In addition to the foregoing, and in conformity with the Agreement hereto attached and in further conformity with all plans and specifications thereto relating, each of the City and Wal-Mart agree that the State of Illinois acting by and through its Department of Transportation shall provide financial support through the State of Illinois Motor Fuel Tax Program in a sum of not to exceed $35,000.00 in the aggregate in support of the construction of improvements or in the construction of the new public street to be known as Buckeye Street. d) Wal-Mart agrees that it shall be responsible for the balance of the cost of the construction of Buckeye Street and to all improvements to public ways thereto relating or appertaining beyond the amounts agreed to be born by the City of Canton and by the Illinois Department of Transportation, all as hereinabove set forth. Wal-Mart recognizes and agrees such payments must be made through the City of Canton in support of its Nlotor Fuel Tax work for the calendar year 1991 and, accordingly, agrees to immediately make payment to the City of Canton for any such pay estimates approved by the City of Canton and delivered to Wal-Mart for payment. Such payments shall be made by Wal-Mart within 21 days of receipt of a copy of the approved pay estimate from the City of Canton. e) Wal-Mart further agrees that it shall be responsible for providing, at its sole expense, engineering services and all other professional services required in support of the foregoing public programs to be constructed by the City of Canton through its Motor Fuel Tax program for the Year 1991 insofar as the same relates to the construction of Buckeye Street or insofar as the same relates to the construction, re-construction, or improvement of State Route 78 in the vicinity of the Wal-Mart project. 5. Each of the City of Canton and Wal-Mart agree to fully cooperate with the State of Illinois acting by and through its Department of Transportation, and to fully cooperate with any other third party entities as may seem appropriate to accomplish the timely construction of Buckeye Street and necessary improvements to State Route 78, all of which will be in support of the proposed Wal-Mart Development in the City of Canton. 6. Force Majeure: In the case of force majeure, neither the City nor Wal-Mart shall be held responsible for any delays in the performance of their respective covenants under this agreement. The term force majeure as used herein shall mean any occurrence or occurrences beyond the control of the Municipality or Wal-Mart including, but not limited to acts of God, expropriation or confiscation of facilities or funds, acts of war, rebellion, fire strikes or lockouts, or the ability of contractors or others to obtain equipment or materials, delays caused by environmental or conservation determination archaeological discovery, weather or otherwise. 7. Notices: Any notice or documents required or permitted to be delivered hereunder shall be deemed to be delivered when personally served upon the other party or when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the parties hereto at the respective address set out below, or at such other address as heretofore specified by written notice delivered in accordance herewith. MUNICIPALITY: Honorable Donald E. Edwards City Hall- 210 E. Chestnut Canton, Illinois 61520 AND COPY T0: James H. Malmgren, City Attorney 210 E. Chestnut Canton, Illinois 61520 WAL-MART: Wal-Mart Stores, Inc. Attn: Real Estate Department #8703 701 South Walton Boulevard Bentonville, Arkansas 72716 8. Entire Agreement: This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. All prior representations, whether written or verbal, are superceded by this agreement. 9. GOVERNING LAW: This agreement and performance hereunder, and all suits and special proceedings hereunder, shall be construed in accordance with the laws of the State of Illinois. 10. MISCELLANEOUS HEADINGS: Titles to articles, paragraphs, and subparagraphs are for information purposes only and shall not be considered a substantive part of this agreement. 11. COUNTERPARTS: This agreement may be executed in any number of counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which when taken together shall constitute but one in the same instrument. 12. FURTHER ASSURANCES: Each party hereby agrees to execute and deliver such additional instruments and documents and to take all such other action as the other party may reasonably request from time to time in order to effect the provisions and purposes of this agreement. 13. SUCCESSOR AND ASSIGNS: This agreement shall be binding upon the parties hereto, their respective heirs, successors and assigns, including successor corporation and municipal authorities. 1L,.. DEFAULT/REMEDIES: This agreement may be enforced by an appropriate action at law or equity. In the event of a breach of this Agreement, the defaulting party shall have twenty (20) days after written notice of said breach to cure such default or begin such cure and diligently pursue it to completion. The failure of either Party to insist upon the strict and prompt performance of any term, covenant, agreement or condition hereof shall not constitute or be construed as a waiver of such party's rights thereafter to enforce any such term, covenant, agreement or condition. In the event that the Municipality shall fail to cure or begin to cure such default satisfactory to ~~1a1-Mart then Wal-Mart, not withstanding its right to seek remedies at law or equity, may, by it's own accord, cure such default and diligently pursue completion of Items ~ at its own expense. It is understood and agreed, that should this occasion arise, Wal-Mart shall be reimbursed by the Municipality for 100 of its additional expense in curing the default and completing the work as outlined in 2a and 2b including but not limited to all legal fees associated with curing the default. f~rek--rem additional expenses shall not come from the Escro count but, rather, direct from the Municipalit it is not the intent ~~~1' herein to establish an ow account whereby funds contained ~3 therein wo e used to satisfy additional expenses of curing any ~•1•+~" ..•~+""" IN WITNESS WHEREOF, Wal-Mart has caused this instrument to be executed and signed as a duly authorized representative of Wal-Mart, and the Municipality has caused this agreement to be executed by its Mayor and attested by its Clerk, and the official seal of the Municipality hereunto affixed, all as of the day and year first above written. ATTEST: r seal ATTEST: Na c .White , City Clerk. WAL-MART STORES, INC. CITY OF CANTON, an Illinois municipal corporation, BY: ~~ onald E. Edwards, Mayor