R-21-11VILLAGE OF DEERFIELD
RESOLUTION NO. 2021- R-21-11
A RESOLUTION APPROVING AN ECONOMIC INCENTIVE AND REPAYMENT
AGREEMENT WITH WALGREENS NATIONAL CORPORATION
WHEREAS, the Village of Deerfield ( "Irillage') is a home rule municipality in
accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and
WHEREAS, Walgreens National Corporation ("Walgreens') owns the parcel
commonly known as 200 Wilmot Road, Deerfield, Illinois 60015 (`Property'); and
WHEREAS, Walgreens currently uses the Property as its corporate headquarters; and
WHEREAS, Walgreens has retail, office, and warehousing facilities throughout
Illinois and the country, and sells equipment and other materials primarily to its affiliated
corporations; and
WHEREAS, the Village and Walgreens previously entered into that certain December
17, 2001 Agreement ( `Trion Agreement') to, among other things, obligate Walgreens to use
the Property for a single order- acceptance point for sales and, in return, for Walgreens to
receive a rebate from the Village of a portion of the retailers' occupation tax collected
pursuant to the Illinois Retailers' Occupation Tax Act, 35 ILCS 120/1 et seq., and the Village's
Home Rule Sales Tax Ordinance (Section 9-7 of the Village Code) (collectively, `Sales Tax');
and
WHEREAS, the term of the Prior Agreement ends on December 31, 2021; and
WHEREAS, Walgreens discovered that it had overpaid to the Illinois Department of
Revenue MDOR') the Sales Tax generated from the Property, which overpayment was
returned to Walgreens by IDOR; however, prior to discovering the error, the Village had,
pursuant to the terms of the Prior Agreement, rebated to Walgreens a percentage of the
overpayment; and
WHEREAS, the Village and Walgreens desire to enter into an Economic
Incentive and Repayment Agreement (`Agreement') to: (i) govern the amount and the terms
of the repayment of the rebate by Walgreens to the Village; and (iii) continue to provide for a
partial rebate of the Sales Tax to Walgreens in return for Owner's continued use of the
Property as a single order- acceptance point for sales after the Prior Agreement terminates;
and
WHEREAS, the Village Board has determined that it will serve and be in the best
interests of the Village and its residents to enter into the Agreement with Walgreens;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE OF DEERFIELD,
LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and
made a part of, this Resolution as findings of the Village Board.
{00119978.1)
SECTION TWO: APPROVAL OF AGREEMENT. The Agreement by and
between the Village and Walgreens is hereby approved in substantially the form attached as
Ex&hitA and in a final form approved by the Village Attorney.
SECTION THREE: AUTHORIZATION AND EXECUTION OF THE AGREEMENT.
The Village President and the Village Clerk are authorized and directed to execute and seal,
on behalf of the Village, the Agreement with Walgreens in the final form approved by the
Village Attorney
SECTION FOUR: EFFECTIVE DATE. This Resolution will be in full force and
effect from and after its passage, approval, and publication in the manner provided by law.
AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers
NAYS: None
ABSTAIN: None
ABSENT: None
PASSED: April 19, 2021
APPROVED: April 20, 2021
RESOLUTION NO: R-21-11
w�c.t.0
Harriet'Rosenthal, Mayor
ATTEST*
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Ke -it S. Street, Village Clerk
t
(00119978.11
EXHIBIT A
Agreement
100119978.1)
ECONOMIC INCENTIVE AND REPAYMENT AGREEMENT BY AND BETWEEN
THE VILLAGE OF DEERFIELD AND WALGREEN NATIONAL CORPORATION
DATED AS OFN�-`
20 2021
100116954.121
ECONOMIC INCENTIVE AND REPAYMENT AGREEMENT
THIS ECONOMIC INCENTIVE AND REPAYMENT AGREEMENT ("Agreemeni') is
made and entered into as of this `2.04day of AP61 , 2021 (`Wffective Date'), by and
between the VILLAGE OF DEERFIELD, an I inois home rule municipal corporation
(" Village'), and WALGREEN NATIONAL CORPORATION, an Illinois corporation
("Owner).
IN CONSIDERATION OF the recitals and mutual covenants and agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged, Owner and the
Village hereby agree as follows:
SECTION 1. RECITALS.
A. In recognition of the importance of a successful business environment to the
Village's tax base, the Village desires to enhance the long-term viability of the Village's tax
base and strengthen business within the Village by providing assistance and incentives to
owners of local businesses.
B. Owner is the record title owner of the parcel more commonly known as 200
Wilmot Road, Deerfield, Illinois 60015 (`Property').
C. Owner currently uses the Property as its corporate headquarters.
D. Owner has retail, office, and warehousing facilities throughout Illinois and the
country, and sells equipment and other materials primarily to its affiliated corporations.
E. The Village and Owner entered into that certain December 17, 2001
Agreement to, among other things, obligate Owner to use the Property for a single order -
acceptance point for Sales (as defined below) and, in return, for Owner to receive a rebate
from the Village of a portion of the Municipal Sales Tax (as defined below) generated from
the Property (as amended from time to time, "Prior Agreement').
F. The term of the Prior Agreement (`Prior Agreement Term') ends on December
31, 2021 (`Prior Agreement Termination Date').
G. During the Prior Agreement Term, Owner discovered that it had overpaid to
the Illinois Department of Revenue (`TDOR') the Municipal Sales Tax, which overpayment
was returned to Owner by IDOR. Prior to discovering the error, the Village had, pursuant to
the terms of the Prior Agreement, rebated to Owner a percentage of the overpayment.
H. The Village and Owner acknowledge that the Village is entitled to receive from
Owner a repayment of that portion of the rebate for which Owner received a refund from
IDOR ('Repayment').
I. The Village and Owner desire to enter into this Agreement to (1) govern the
amount and the terms of the Repayment, and (2) continue to provide for a partial rebate of
the Municipal Sales Tax to Owner in return for Owner's continued use of the Property as a
(00116954.121 2
single order- acceptance point for Sales after the Prior Agreement Termination Date in a
manner that will continue to enhance the business environment of the Village.
SECTION 2. DEFINITIONS. Whenever used in this Agreement, the following terms
have the following meanings unless a different meaning is required by the context.
A. "Commencement Date" means January 1, 2022.
B. "Corporate Authorities" means the President and Village Board of the Village
of Deerfield.
C. "Force Majeure" means a strike, lockout, act of God, or other factor beyond a
party's reasonable control and reasonable ability to remedy; provided, however, that Force
Majeure does not include (i) delays caused by weather conditions, unless those conditions are
unusually severe or abnormal considering the time of year and the particular location of the
subject property; and (ii) economic hardship, impracticability of performance, or commercial,
economic, or market conditions.
D. "Gross Receipts" has the meaning ascribed to it in the Retailers' Occupation
Tax Act.
E. "Home Rule Sales Tax" means the sales tax imposed in the Village pursuant
to Village's Home Rule Sales Tax Ordinance (Section 9-7 of the Village Code) under the Home
Rule Municipal Retailers' Occupation Tax Act, 65 ILCS 5/8-11-1, and the Home Rule
Municipal Service Occupation Tax Act, 65 ILCS 5/8-11-5. As of the Effective Date, the Home
Rule Sales Tax is one percent.
F. "Municipal Sales Tax" means that portion or component of the Sales Taxes
generated by Owner from sales on any portion of the Property that the Village actually
receives from the State of Illinois.
G. "Retailers' Occupation Tax Act" means the Illinois Retailers' Occupation Tax
Act, 35 ILCS 120/1 et seq., as the same has been, and may, from time to time hereafter be,
amended.
H. "Sales" means any transfer or disposition of ownership of or title to tangible
personal property, materials or products by Owner.
I. "Sales Taxes" means only those taxes imposed and collected by the State of
Illinois pursuant to the Retailer's Occupation Tax Act, the Service Use Tax Act, 35 ILCS
110/1 et seq., the Service Occupation Tax Act, 35 ILCS 115/1 et seq., the Use Tax Act, 35
ILCS 105/1 et seq., and the Home Rule Sales Tax.
J. "Sales Tax Rebate" means the rebate payment to Owner of a portion of the
Municipal Sales Taxes that the Village receives and that it is required to make pursuant to
this Agreement.
(00116954.121
K. "Sales Tax Year" means the 12-month period of time commencing on the
Commencement Date, and each of the succeeding Sales Tax Years thereafter during the
Term.
L. "Term" shall have the meaning set forth in Section 8.13 of this Agreement.
SECTION 3. REPAYMENT AND PRIOR AGREEMENT.
A. Repayment. Owner acknowledges and agrees that, as of the Effective Date,
Owner owes to the Village $13,162,245.98, with such amount owed reduced to a total of
$8,828,652.11 by amounts previously withheld by Village ("Repayment Amount'). Owner
further acknowledges and agrees that, except as provided in Sections 3.13 and 5.0 of this
Agreement, its obligation to pay the Repayment Amount to the Village is independent of, and
not dependent upon, Owner receiving a rebate of any Sales Taxes.
B. Rea went Schedule. Owner shall pay to the Village the entire Repayment
Amount pursuant to, and in strict accordance with, the schedule attached to and, by this
reference, incorporated herein as Exhibit A (`Schedule'). In the event that Owner does not
repay the Repayment Amount in strict accordance with the Schedule and such failure
continues beyond all applicable cure and notice periods provided under this Agreement, in
addition to any other remedies available to the Village, the Village, with five business days
prior written notice to Owner, may deduct and retain such unpaid amount from any amounts
owed to Owner under Section 5 of this Agreement and in such event, all appropriate
adjustments to the Schedule shall be made to reflect such amounts deducted or retained by
the Village in accordance with this Section 3.13.
C. Prior A eement. Except as specifically modified by this Agreement, the Prior
Agreement shall remain unmodified and in full force and effect until the Prior Agreement
Termination Date.
SECTION 4. MAINTENANCE OF SINGLE ORDER POINT OF SALE.
A. Single Order Point of Sale. As of the Effective Date, Owner has taken, and will
take, the internal corporate measures necessary to establish and maintain the Property as the
single order -acceptance point for all Sales during the Term of this Agreement, and will request
a General Information Letter (the WIM from the Illinois Department of Revenue seeking its
concurrence with Owner's analysis that single order -acceptance takes place within the Village.
Owner shall not enter into any other municipal sales tax sharing agreements with other
municipalities during the Term of this Agreement.
B. Closure; Notice.
1. In addition to any and all other remedies available to the Village, in the
event that, at any time during the Term of this Agreement, Owner abandons, closes, or
terminates the use of the Property as its single point for all Sales with shipping locations
within the State of Illinois, or the Illinois Department of Revenue determines that the
Property is not the point of all Sales with shipping locations in Illinois (collectively,
"Closure'), then the provisions of Section 5 of this Agreement with regard to Municipal Sales
Tax generated from the Property will, as of the date of the Closure, automatically terminate
{00116954.12) 4
and become null and void and be of no further force or effect, and the Village will have no
obligation whatsoever to perform any of the Municipal Sales Tax Rebate obligations in
Section 5 of this Agreement.
2. Owner must provide the Village with no less than 60 days written notice
prior to any Closure provided that such Closure is within Owner's control.
SECTION 5. SALES TAX REBATE.
A. Village Payment. Beginning with the Commencement Date, the Village shall
distribute on a monthly basis 80 percent of the Municipal Sales Tax received by the Village
and generated from the Property. If, for any reason, the State of Illinois fails to distribute
the Municipal Sales Tax revenue to the Village in sufficient time for the Village to make the
monthly payments, the Village must provide notice of that fact to Owner as soon as possible,
but in no event no later than 15 business days after discovery of such failure. In that event,
the Village must make the required Sales Tax Rebate payment within 30 days after the date
on which the Village actually receives the Municipal Sales Tax revenue due the Village for
the applicable monthly payment period. The parties agree that the Village may require
Owner to submit copies of applicable State of Illinois sales tax returns (ST-1 Sales and Use
Tax and E911 Surcharge Returns or equivalent tax return if an ST-1 form is no longer
required) to verify the amount of Sales Tax generated from the Property. If the Village is
unable to verify the amount of Sales Tax generated by Owner from the State of Illinois sales
tax returns, Owner shall reasonably cooperate with the Village to enable the Village to verify
the amount of Sales Tax generated from the Property. In no event shall the Village have an
obligation to make any required Sales Tax Rebate payment to Owner if the Village does not
actually receive the Municipal Sales Tax revenue from the State of Illinois.
B. Errors by Owner or Village. In the event that Owner or Village discovers that
it has made an error in calculating or remitting Sales Taxes to IDOR or any payments to be
made under this Agreement: (i) Owner or Village shall notify the other party in writing
within 10 business days after discovery of the error and the parties shall work in good faith
to reconcile, adjust, recalculate, and/or payback the other party within 30 days of receipt of a
written demand from either party; and GO provide all reasonably necessary cooperation
between the parties in resolving any disputes with IDOR.
C. Owner Offset Rights. In the event the Village fails to make the payments in
strict accordance with Section 5 above and such failure continues beyond all applicable notice
and cure periods provided under this Agreement, in addition to any other remedies available
to Owner, Owner, with five business days prior written notice to the Village, may deduct and
retain such unpaid amount from any amounts owed to the Village under Section 3 of this
Agreement and in such event, all appropriate adjustments to the Schedule shall be made to
reflect such amounts deducted or retained by Owner in accordance with Section 3.B.
D. Change in the Law.
1. The Village and Owner acknowledge and agree that the Village's
obligation to pay the Sales Tax Rebate to Owner is predicated on existing State law governing
the distribution of Sales Taxes to the Village, including, without limitation, the Retailers'
Occupation Tax Act. The Village and Owner further acknowledge that the General Assembly
100116954.121 5
of the State has, from time to time, considered proposals to modify or eliminate the
distribution of Sales Taxes to Illinois municipalities. The Village and Owner make express
provision for the effect of any change upon the operation of this Agreement in Section 5.C.2
of this Agreement.
2. In the event that the State of Illinois amends or repeals the Retailers'
Occupation Tax Act or makes any other promulgation, enactment, or change in law ( "Change
In Law') that eliminates the distribution of Sales Taxes to the Village, or otherwise alters the
distribution formula in a manner that prevents the Village and Owner from determining with
a reasonable degree of certainty the precise amount of the Municipal Sales Tax, then in such
case, the parties agree to exercise their respective commercially reasonable efforts to make
the appropriate equitable changes to this Agreement to carry out the intent of this
Agreement. If Owner and Village fail to agree after good faith negotiations within 30 days,
then this Agreement shall be mutually terminated, and become null and void and be of no
further force or effect, and the Village will have no obligation whatsoever to pay to Owner
any of the Municipal Sales Tax generated on or after the effective date of the Change in Law.
However, if a Change in Law results in replacement taxes for the Sales Taxes directly
resulting from Gross Receipts of Owner as contemplated pursuant to this Agreement, then,
for purposes of this Agreement, the replacement taxes will be defined as Sales Taxes, subject
in all respects to the Village's actual receipt of its portion of the replacement taxes as well as
the Village's authority under state law to provide for rebate of the replacement taxes, as
contemplated in this Agreement.
E. Increase in Sales Tax Rate.
1. In the event that the Village increases its current Home Rule Sales
Tax during the Term by 0.25% or less, then Owner shall receive the entire incremental
increase in the Home Rule Sales Tax.
2. In the event that the Village increases its current Home Rule Sales
Tax during the Term by more than 0.25%, including increases that combined are more
than 0.25%, Owner has the right to select one of the following options at its sole
discretion:
(i) Terminate this Agreement by written notice to the Village within one
hundred eighty (180) days after implementation of said increase; or
(ii) Receive 80% of the incremental increase in the Home Rule Sales Tax.
3. In the event that Lake County's current Sales Tax of 0.25% is
increased during the Term, Owner shall have the right to terminate this Agreement by
written notice to the Village within one -hundred eighty (180) days after implementation
of said increase.
4. In the event that the Regional Transportation Agency's ("RTA")
current Sales Tax of 0.75% is increased during the Term, and said increase applies
exclusively to Lake County, Owner shall have the right to terminate this Agreement by
written notice to the Village within one hundred and eighty (180) days after the
100116954.121 6
implementation of said increase.
F. Limited Liability. Notwithstanding any other provision of this Agreement to
the contrary, the Village's obligation to pay the Sales Tax Rebate payments is not and will
not be a general debt of the Village or a charge against its general credit or taxing powers,
but is and will be a special limited obligation payable solely out of the Municipal Sales Tax
actually received by the Village, as specifically defined in Section 2 of this Agreement. Owner
has and will have no right to, and agrees that it may not, compel any exercise of the taxing
power of the Village to pay the Sales Tax Rebate payments, and no execution of any claim,
demand, cause of action or judgment may be levied upon or collected from the general credit,
general funds or other property of the Village. No recourse may be had for any payment
pursuant to this Agreement against any past, present, or future director, member, elected or
appointed officer, official, agent, representative, employee, or attorney of the Village in his or
her individual capacity. The limitations on liability set forth in this Section shall not apply
to the acts or omissions of the Village that constitute gross negligence or willful misconduct
in connection with the Village's performance of its obligation under this Agreement.
SECTION 6. FORCE MAJEURE.
Whenever a period of time is provided for in this Agreement for either Owner or the
Village to perform any act or obligation, and Owner or the Village, as the case may be, is
unable to perform or complete the act or obligation because of a Force Majeure, then upon
the occurrence of the Force Majeure, the time period for the performance and completion of
the acts or obligations will be extended automatically for a reasonable time to accommodate
the delay caused by the Force Majeure.
SECTION 7. LITIGATION AND DEFENSE OF AGREEMENT.
A. Litigation. If, during the term of this Agreement, any lawsuits or proceedings
are filed or initiated against either party before any court, commission, board, bureau,
agency, unit of government or subunit thereof, arbitrator, or other instrumentality, that may
materially affect or inhibit the ability of either party to perform its obligations under, or
otherwise to comply with, this Agreement (`litigation'), the party against which the
Litigation is filed or initiated, to the extent legally permissible, must promptly deliver a copy
of the complaint or charge to the party and must thereafter keep the other party fully
informed concerning all aspects of the Litigation.
B. Defense. The Village and Owner must use their respective commercially
reasonable efforts to defend the validity of this Agreement, and all ordinances and resolutions
adopted and agreements executed pursuant to this Agreement, including every portion
thereof and every approval given, and every action taken, pursuant thereto. Each party has
the right to retain its own independent legal counsel, at its own expense, for any matter. The
Village and Owner agree to reasonably cooperate with each other to carry out the purpose
and intent of this Agreement.
SECTION 8. TERM.
(00116954.12) 7
A. Initial Term. This Agreement will be in full force and effect from the Effective
Date through December 31, 2031 ("Initial Term').
B. Renewal. This Agreement shall be automatically renewed for two
additional terms of five years each (each a 'Renewal Term') (the Initial Term and any
Renewal Terms shall be referred to collectively as the "Term') unless either party provides
the other party written notice not to renew not less than 180 days prior to the expiration of
the Initial Term or any Renewal Term.
C. Termination for Cause. Subject to Section 8.E of this Agreement, the Village
or Owner may terminate this Agreement with 30 business days' written notice to the other
party in the event of a material breach of this Agreement, which remains uncured pursuant
to the terms and conditions contained in Section 11.13 of this Agreement.
D. Termination by Owner. Subject to Section 8.E of this Agreement, Owner may
terminate this Agreement with 180 days' prior written notice to the Village, without regard
to default or breach under this Agreement.
E. Survival. The Village's obligation to make Sales Tax Rebate payments, to the
extent that the Village has not at that time received from the State the Municipal Sales Taxes
from which the Sales Tax Rebate payments for any part of a Sales tax Year during the term
will be made, shall survive the termination of this Agreement. Owner's obligation to pay the
Repayment Amount, to the extent outstanding, shall survive the termination of this
Agreement in accordance with the Schedule.
SECTION 9. RELEASE OF INFORMATION.
A. Release for Illinois Department of Revenue. Each party agrees to execute and
provide all reasonable documentation necessary to cause the Illinois Department of Revenue
to release to the Village the Sales Tax generated by Owner from the Property, including
copies of State of Illinois Sales Tax Reports, during each of the Sales Tax Years pursuant to
applicable State law.
B. Confidentiality. In connection with this Agreement, each of the parties has
disclosed and may continue to disclose to the other party information that relates to the
disclosing party's business operations, financial condition, customers, products, services or
other confidential information. Except as may be otherwise specifically agreed in writing by
the parties, Village and Owner each agree that (i) all information communicated to it by the
other and identified as confidential or proprietary, whether before or after the Effective Date,
(ii) all information communicated to it that should have been understood by the receiving
party, because of confidentiality or similar legends, the circumstances of disclosure or the
nature of the information itself, to be proprietary and confidential to the disclosing party,
and (Ili) the terms and conditions of this Agreement (collectively, the "Confidential
Information"), shall be and shall be deemed to have been received in confidence and shall be
used only for purposes of this Agreement in compliance with applicable law.
C. Confidential Information. Confidential Information shall not include
information that either party can demonstrate (i) was, at the time of disclosure to it, in the
public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public
{00116954.12) 8
domain through no fault of the receiving party; (iii) was in the possession of the receiving
party at the time of disclosure to it and was not the subject of a pre-existing confidentiality
obligation; or (iv) was received after disclosure to it from a third party who had a lawful right
to disclose such information to it. In addition, a party shall not be considered to have
breached its obligations under this Section for disclosing Confidential Information of the
other party to the extent required to satisfy any legal requirement of a competent
governmental authority, including, without limitation, disclosure of this Agreement and
other documents and information required to be disclosed, as determined by the Village,
pursuant to the Illinois Open Meetings Act, 5 ILCS 120/1 et seq., and the Freedom of
Information Act, 5 ILCS 140/1 et seq., provided that promptly upon receiving any such
request and to the extent that it may legally do so, such party advises the other party prior
to making such disclosure in order that the other party may object to such disclosure, take
action to ensure confidential treatment of the Confidential Information, including without
limitation cooperating with such other party acquiring a protective order with respect to such
Confidential Information, or take such other action as it considers appropriate to protect the
Confidential Information.
SECTION 10. LIABILITY AND INDEMNITY OF VILLAGE.
A. Village Procedures. The Village acknowledges that notices, meetings, and
hearings have been properly given and held by the Village with respect to the approval of
this Agreement, and Owner agrees not to challenge any of those actions on the grounds of
any procedural infirmity or of any denial of any procedural right.
B. Indemnity. To the extent not arising due to the gross negligence or intentional
misconduct of the Indemnified Parties, Owner agrees to, and does hereby, hold harmless and
indemnify the Village, the Corporate Authorities, all Village elected and appointed officials,
officers, employees, agents, representatives, and attorneys (collectively, "Indemnified
Parties"), from any and all third -party claims that may, at any time, be asserted against any
of those parties in connection with W the establishment of a single order- acceptance point
within the Village; and (ii) the performance by Owner of its obligations under this Agreement.
C. Indemnification Procedures. Village shall promptly notify the Owner in
writing of any pending or threatened third party claim, demand or circumstance that the
Village has determined or would reasonably be expected to give rise to a right of
indemnification under this Agreement, describing in reasonable detail the facts and
circumstances with respect to the subject matter of such claim, demand or circumstance.
Upon receipt of a notice of a claim for indemnity from Village, Owner shall have the right
(but not the obligation) to assume the defense of any such claim and, in the event that the
Owner assumes the defense and control of such claim, it shall allow the Village a reasonable
opportunity to participate in the defense with its own counsel at its sole cost and expense.
D. Defense Expenses. To the extent that the Owner does not assume the defense
of any third party claim the Village retains its own counsel to participate in the defense under
this Section 10, Owner agrees to pay, without protest, all reasonable expenses incurred by
the Village in defending itself with regard to any and all of the claims identified in Section
10.13 of this Agreement. These expenses may include, without limitation, all reasonable out
of pocket expenses, including reasonable attorneys' fees and experts' fees.
{00116954.121 9
SECTION 11. ENFORCEMENT.
A. Enforcement. The parties to this Agreement may, in law or in equity, by suit,
action, mandamus, or any other proceeding, including without limitation specific
performance (including, without limitation, payment by the Village to Owner of payments
due to Owner under this Agreement), enforce or compel the performance of this Agreement.
In the event of a judicial proceeding brought by one party to this Agreement against the other
party to this Agreement pursuant to this Section, the prevailing party will be entitled to
reimbursement from the unsuccessful party of all costs and expenses, including without
limitation reasonable attorneys' fees, incurred in connection with the judicial proceeding.
B. Notice and Cure. Neither party may exercise the right to bring any suit, action,
mandamus, or any other proceeding pursuant to Section I LA of this Agreement, without first
providing written notice to the other party of the breach or alleged breach and allowing 30
days to cure the breach or alleged breach. If the breach cannot be cured within the 15-day
period ( "Time for Cure'), then the Time for Cure will be extended accordingly, provided that
the notified party has promptly commenced to cure the breach within the Time for Cure and
continued to prosecute the cure of the breach with diligence.
SECTION 12. NATURE, SURVIVAL. AND TRANSFER OF OBLIGATIONS.
A. Obligations. The parties agree that all charges payable pursuant to this
Agreement, together with interest and costs of collection, including attorneys' fees,
constitutes both the personal obligation of the party liable for its payment, and the successors
of that party.
B. Binding Effect. Owner acknowledges and agrees that this Agreement is
binding upon Owner, and any and all of its heirs, successors, and assigns.
C. Assignment. Except to any of its affiliates or subsidiaries, Owner shall not (1)
assign this Agreement in whole or in part, (2) assign any of Owner's rights or obligations
under this Agreement, or (3) assign any payment due or to become due under this Agreement
without the prior express written approval of Village, which approval may not be
unreasonably withheld, conditioned or delayed. In the event that Owner assigns this
Agreement or any of its rights or obligations under this Agreement to an affiliate or
subsidiary, and if such assignment results in reducing the amount of sales tax received by
the Village by more than 50% per month as compared to the monthly average amount of sales
tax received by the Village for any 6 consecutive monthly period within the year immediately
prior to such assignment, the Village may terminate this Agreement, with 30 days' prior
written notice to Owner, at any time within 425 days from the date of such assignment.
SECTION 13. REPRESENTATIONS AND WARRANTIES.
A. In order to induce the Village to enter into this agreement and to adopt the
ordinances and grant the rights herein provided for, Owner hereby warrants and represents
to the Village as follows:
(i) Owner is a duly organized, validly existing corporation in good standing
under the laws of the State of Illinois.
(00116954.12) 10
GO Owner has the authority and the legal right to make, deliver, execute,
and perform this Agreement and has taken all necessary corporate, partnership, and venture
actions to authorize the execution, delivery, and performance of this Agreement.
(iii) All necessary consents of any board of directors, shareholders, creditors,
investors, partners, judicial, or administrative bodies, governmental authorities, or other
parties regarding the execution and delivery of this Agreement have been obtained.
(iv) The individuals executing this Agreement on behalf of Owner have the
power and authority to execute and deliver this Agreement on behalf of Owner.
(v) The execution, delivery, and performance of this Agreement: (a) is not
prohibited by any requirement of law or under any contractual obligation of Owner; (b) will
not result in a breach or default under any agreement to which Owner is a party or to which
Owner, in whole or in part, is bound; and (c) will not violate any restriction, court order, or
agreement to which Owner or Property, in whole or in part, is or are subject.
B. In order to induce the Owner to enter into this Agreement, Village hereby
warrants and represents to the Owner as follows:
(i) Village has the authority and the legal right to make, deliver, execute,
and perform this Agreement and has taken all necessary actions, including all required
notices, meetings and hearings to authorize the execution, delivery, and performance of this
Agreement.
(ii) The individuals executing this Agreement on behalf of Village have the
power and authority to execute and deliver this Agreement on behalf of Village.
(iii) The execution, delivery, and performance of this Agreement: (a) is not
prohibited by any requirement of law or under any contractual obligation of Village; (b) will
not result in a breach or default under any agreement to which Village is a party or to which
Village, in whole or in part, is bound; and (c) will not violate any restriction, court order, or
agreement to which Village, in whole or in part, is or are subject.
SECTION 14. GENERAL PROVISIONS.
A. Entire Agreement. Except for the Prior Agreement, this Agreement constitutes
the entire agreement between the parties relating to the subject matter of this Agreement.
B. Amendments and Modifications. No amendment or modification to this
Agreement will be effective until it is reduced to writing and approved and executed by all
parties to this Agreement in accordance with all applicable statutory procedures.
C. Notices. Any notice, communication, or demand required or permitted to be
given under this Agreement must be in writing and must be delivered: (i) personally, (ii) by
a reputable overnight courier, or (iii) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise provided in this Agreement,
notices will be deemed received after the first to occur of: (a) the date of actual receipt; or (b)
the date that is one business day after deposit with an overnight courier as evidenced by a
100116954.12) 11
receipt of deposit; or (b) the date that is three business days after deposit in the U.S. mail, as
evidenced by a return receipt. By notice complying with the requirements of this Section,
each party to this Agreement has the right to change the address or the addressee, or both,
for all future notices and communications to them, but no notice of a change of addressee or
address will be effective until actually received.
Notices and communications to the Village must be addressed to, and delivered at,
the following address:
With a copy to'.
Village of Deerfield
Village Hall
850 Waukegan Road
Deerfield, Illinois 60015
Attention: Village Manager
Elrod Friedman, LLP
325 N. LaSalle, Suite 450
Chicago, Illinois 60654
Attention: Steven M. Elrod
Notices and communications to Owner must be addressed to, and delivered at, the following
address'
With a copy to:
Walgreen Co.
Tax Department
300 Wilmot Road
Deerfield, Illinois 60015
Attn*. Greg Shirey
Walgreen Co.
104 Wilmot Road, MS No. 1434
Deerfield, Illinois 60015
Attn: Director, Contracts Legal
D. Governing Law. This Agreement is to be governed by, and enforced in
accordance with, the internal laws, but not the conflict of laws rules, of the State of Illinois.
E. Interpretation. This Agreement is to be construed without regard to the
identity of the party who drafted the various provisions of this Agreement. Moreover, each
and every provision of this Agreement is to be construed as though all parties to this
Agreement participated equally in the drafting of this Agreement. As a result of the
foregoing, any rule or construction that a document is to be construed against the drafting
party is not applicable to this Agreement.
M0116954.12) 12
F. Change in Laws. Except as otherwise explicitly provided in this Agreement,
any reference to laws, ordinances, rules, or regulations of any kind includes the laws,
ordinances, rules, or regulations of any kind as they may be amended or modified from time
to time hereafter.
G. Headings. The headings, titles, and captions in this Agreement have been
inserted only for convenience and in no way define, limit, extend, or describe the scope or
intent of this Agreement.
H. Time of Essence. Time is of the essence in the performance of this Agreement.
I. No Third Party Beneficiaries. Except as expressly provided in this Agreement,
no claim as a third party beneficiary under this Agreement by any person, firm, or corporation
may be made or will be valid against the Village.
J. Severability. If any term, covenant, condition, or provision of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder
of the provisions will remain in full force and effect and will in no way be affected, impaired,
or invalidated.
K. Calendar Days and Time. Unless otherwise provided in this Agreement, any
reference in this Agreement to "day" or "days" means calendar days and not business days.
If the date for giving of any notice required to be given, or the performance of any obligation,
under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or
obligation may be given or performed on the next business day after that Saturday, Sunday,
or federal holiday.
L. Exhibits. Exhibits A through C are attached to this Agreement, and by this
reference incorporated in and made a part of, this Agreement. In the event of a conflict
between an Exhibit and the text of this Agreement, the text of this Agreement will control.
M. Counterparts. This Agreement may be executed in several counterparts, each
of which, when executed, is to be deemed to be an original, but all of which together constitute
one and the same instrument.
N. Waiver. Neither the Village nor Owner are or will be under any obligation to
exercise any of the rights granted to them in this Agreement except as it determines to be in
its best interest from time to time. The failure of the Village or Owner to exercise at any time
any of those rights is not to be deemed or construed as a waiver of that right, nor will the
failure void or affect the Village's or Owner's right, as the case may be, to enforce those rights
or any other rights.
O. Rights Cumulative. Unless expressly provided to the contrary in this
Agreement, each and every one of the rights, remedies, and benefits provided by this
Agreement are cumulative and are not exclusive of any other rights, remedies, and benefits
allowed by law.
P. Consents. Unless otherwise provided in this Agreement, whenever the consent,
permission, authorization, approval, acknowledgement, or similar indication of assent of any
(00116954.121 13
party to this Agreement, or of any duly authorized officer, employee, agent, or representative
of any party to this Agreement, is required in this Agreement, the consent, permission,
authorization, approval, acknowledgement, or similar indication of assent must be in writing
and shall not be unreasonably withheld, conditioned or delayed.
Q. Grammatical Usage and Construction. In construing this Agreement,
pronouns include all genders and the plural includes the singular and vice versa.
R. Village Authority to Execute. The Village hereby warrants and represents to
Owner that the persons executing this Agreement on its behalf have been properly authorized
to do so by the Corporate Authorities.
[EXECUTION PAGE FOLLOWS]
100116954.12) 14
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.
ATTEST:
Village herk
ATTEST:
M.
Its:
(00116954.12) 15
VILLAGE OF DEERFIELD
Village President
WALGREEN NATIONAL
CORPORATION
Its:
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
ATTEST:
Village Clerk
ATTEST:
By:
Its,
100116954.121 15
VILLAGE OF DEERFIELD
Village President
WALGREEN NATIONAL
CORPORATION
By:
Its:
ApproveApprovelt by artment
TAX
By:
LAW
By: PSL
ACKNOWLEDGEMENTS
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was acknowledged before me on lk;\ 2-0 2021
by t'66 gothe Village President of the VILLAGE OF DEERFIELD, an Illinois
home rule municipal corporation, and by IoGAk S. 5� ftQA- the Village Clerk of said
municipal corporation.
Notary Public &I- J a. .
My Commission Expires: �Z ) 40 17-024
(SEAL)
STATE OF ILLINOIS )
SS
COUNTY OF )
��1RIA�AM
NOTARY PLOX, STATE OF ILLINOIS
WIY COMMUM Ei: NS:12/10!207d
I, , a Notary Public in and for said County, in the State
aforesaid, do hereby certify that personally
known to me to be the of WALGREEN NATIONAL
CORPORATION, an Illinois corporation, and , personally
known to me to be the of said limited liability company, appeared
before me this day in person and acknowledged that as such
and , they signed and delivered said instrument as their free and
voluntary act and as the free and voluntary act of WALGREEN NATIONAL
CORPORATION, for the uses and purposes therein set forth.
Given under my hand and notarial seal this day of , 2021.
Notary Public
My Commission Expires:
(SEAL)
(00116954.12) 16
ACKNOWLEDGEMENTS
STATE OF ILLINOIS
SS
COUNTY OF LAKE
This instrument was acknowledged before me on 72021
by , the Village President of the VILLAGE OF DEERFIELD, an
Illinois home rule municipal corporation, and by , the Village Clerk of
said municipal corporation.
Notary Public
My Commission Expires:
(SEAL)
STATE OF ILLINOIS
SS
COUNTY OF
ti&6-OtA-0 Z "!!�s-�otary Py�bl' in and for said County, in the State
aforesaid, do hereby certify that 1 ��OAi � L A -- ,personally
known to me to be the v of WALGREEN NATIONAL
CORPORATION, an Illinois corpora 'on, and 5YI'40-1 , personally
known to me to be the llX° of said cor oratiA n, ap eared before me this
days in person and acknowledged that as such c E Y,� and
N `4 , , they signed and delivered said instrument as their free and
voluntary act and as the free and voluntary act of WALGREEN NATIONAL
CORPORATION, for the uses and purposes therein set forth.
Given under my hand and notarial seal this Q(n day of �-' , 2021.
My Commission Expires: Ol�a 3�oZ0o2 DZ
(SEAL)
OFFICIAL SEAL
DEBORAH A CZEKALA
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSION EXPIRES:01123/22
Notar ublic
(00116954.121 16
EXHIBIT A
Repayment Schedule
Sales
Receipt
Month
Date
Payment
Jun-19
9/1/2019
$ 192,849.30
Jul-19
10/1/2019
122,127.33
Aug-19
11/1/2019
275,755.60
Sep-19
12/1/2019
189,137.15
Oct-19
1/1/2020
111,905.90
Nov-19
2/1/2020
158,105.84
Dec-19
3/1/2020
190,414.27
Jan-20
4/1/2020
148,149.61
Feb-20
5/1/2020
221,166.01
Mar-20
6/1/2020
167,570.10
Apr-20
7/1/2020
128,060.58
May-20
8/1/2020
208,225.50
Jun-20
9/1/2020
261,437.99
Jul-20
10/1/2020
477,303.10
Aug-20
11/1/2020
216,634.96
Sep-20
12/1/2020
283,546.13
Oct-20
1/1/2021
113,227.15
Nov-20
2/1/2021
247,069.17
Dec-20
3/1/2021
221,725.66
Jan-21
4/1/2021
399,182.52
Feb-21
5/1/2021
133,767.46
Mar-21
6/1/2021
133,767.46
Apr-21
7/1/2021
133,767.46
May-21
8/1/2021
133,767.46
Jun-21
9/1/2021
133,767.46
Jul-21
10/1/2021
133,767.46
Aug-21
11/1/2021
133,767.46
Sep-21
12/1/2021
133,767.46
Oct-21
1/1/2022
133,767.46
Nov-21
2/1/2022
133,767.46
Dec-21
3/1/2022
133,767.46
Jan-22
4/1/2022
133,767.46
Feb-22
5/1/2022
133,767.46
Mar-22
6/1/2022
133,767.46
Apr-22
7/1/2022
133,767.46
May-22
8/1/2022
133,767.46
Jun-22
9/1/2022
133,767.46
W0116954.12) 17
Jul-22
10/1/2022
133,767.46
Aug-22
11/1/2022
133,767.46
Sep-22
12/1/2022
133,767.46
Oct-22
1/1/2023
133,767.46
Nov-22
2/1/2023
133,767.46
Dec-22
3/1/2023
133,767.46
Jan-23
4/1/2023
133,767.46
Feb-23
5/1/2023
133,767.46
Mar-23
6/1/2023
133,767.46
Apr-23
7/1/2023
133,767.46
May-23
8/1/2023
133,767.46
Jun-23
9/1/2023
133, 767.46
Jul-23
10/1/2023
133,767.46
Aug-23
11/1/2023
133,767.46
Sep-23
12/1/2023
133,767.46
Oct-23
1/1/2024
133,767.46
Nov-23
2/1/2024
133,767.46
Dec-23
3/1/2024
133,767.46
Jan-24
4/ 1/2024
133, 767.46
Feb-24
5/ 1/2024
133,767.46
Mar-24
6/ 1/2024
133, 767.46
Apr-24
7/1/2024
133,767.46
May-24
8/ 1/2024
133, 767.46
Jun-24
9/1/2024
133,767.46
Jul-24
10/1/2024
133,767.46
Aug-24
11/1/2024
133,767.46
Sep-24
12/1/2024
133,767.46
Oct-24
1/1/2025
133,767.46
Nov-24
2/1/2025
133,767.46
Dec-24
3/1/2025
133,767.46
Jan-25
4/1/2025
133,767.46
Feb-25
5/1/2025
133,767.46
Mar-25
6/1/2025
133,767.46
Apr-25
7/1/2025
133,767.46
May-25
8/1/2025
133,767.46
Jun-25
9/1/2025
133,767.46
Jul-25
10/1/2025
133,767.46
Aug-25
11/1/2025
133,767.46
Sep-25
12/1/2025
133,767.46
Oct-25
1/1/2026
133,767.46
Nov-25
2/1/2026
133,767.46
Dec-25
3/1/2026
133,767.46
(00116954.12) 18
Jan-26
4/1/2026
133,767.46
Feb-26
5/1/2026
133,767.46
Mar-26
6/1/2026
133,767.46
Apr-26
7/1/2026
133,767.46
May-26
8/1/2026
133,767.46
Jun-26
9/1/2026
133,767.46
Jul-26
10/1/2026
133,767.21
$ 13,162,245.98
Repayment received prior to Effective Date, and shall be retained by the Village as
* part of the repayment obligation.
(00116954.12) 19