Village Council

Village of Winnetka Village Council Regular Meeting March 3, 2026 at 7:00 PM Village Hall 510 Green Bay Road AGENDA 1. Call to Order 2. Pledge of Allegiance 3. Quorum a. Thursday, March 19, 2026 Regular Meeting b. April 7, 2026 Regular Meeting c. April 14, 2026 Study Session d. April 21, 2026 Regular Meeting 4. Public Comments 5. Reports 6. Establishment of Consent Agenda 7. Approval of Consent Agenda a. Approval of Village Council Minutes i. February 3, 2026 Special Meeting ii. February 3, 2026 Regular Meeting b. Approval of Warrant List Dated February 13, 2026 - February 26, 2026 c. Resolution No. R-08-2026: Approving a Professional Service Agreement with Strand Associates for Construction Engineering Services for the Ravines Sanitary Pumping Station and Force Main Rehabilition (Adoption) d. Resolution No. R-20-2026: Waiving Bidding and Approving a Contract with Conservation of Sculpture & Objects Studio for Cenotaph Maintenance Services (Adoption) e. Resolution No. R-21-2026: Approving a Contract with Hoerr Construction, Inc. for Sewer Relining Work (Adoption) f. Resolution No. R-22-2026: Waiving Bidding and Approving an Agreement with A Lamp Concrete Contractors, Inc. for Post Office Building Demolition and Site Restoration (Adoption) NOTICE Village Council meetings are video recorded. All agenda materials are available at villageofwinnetka.org (Governance > Agendas & Minutes); the Reference Desk at the Winnetka Library; or in the Manager’s Office at Village Hall (2nd floor). The Village of Winnetka, in compliance with the Americans with Disabilities Act, requests that all persons with disabilities who require certain accommodations to allow them to observe and/or participate in this meeting or have questions about the accessibility of the meeting or facilities, contact the Village ADA Coordinator, 510 Green Bay Road, Winnetka, Illinois 60093, 847-716- 3543; T.D.D. 847-501-6041. Page 1 of 432  g. Resolution No. R-23-2026: Approving a Contract with Yellowstone Landscape for the Purchase and Planting of Parkway Trees (Adoption) h. Resolution No. R-25-2026: Waiving Bidding and Approving the Disposal of Public Works Equipment and the Purchase of New Public Works Equipment from Burris Equipment (Adoption) i. Resolution No. R-26-2026: Approving Intergovernmental Agreements with the Villages of Northfield, Glencoe, and Wilmette for the Use of the Village's Fire Department Training Tower (Adoption) j. Resolution No. R-27-2026: Approving a Non-Exclusive License Agreement for the Use of the Elm Street Train Station Parking Lot and Station Park for a Farmers' Market (Adoption) k. Resolution No. R-29-2026: Approving a Contract with BLD Services, LLC for Manhole Rehabilitation Services (Adoption) l. Resolution No. R-31-2026: Approving an Outdoor Dining Agreement with Paradise Foods, LLC (Adoption) m. Approval of Annual Outdoor Seating Area Permits 8. Ordinances and Resolutions a. Resolution No. R-28-2026: Approving a Non-Exclusive License Agreement for Use of Winnetka Property for the Winnetka Music Festival (Adoption) b. Resolution No. R-30-2026: Approving a Non-Exclusive License Agreement for the Use of the Elm Street Train Station Parking Lot for an Artisan Market (Adoption) 9. Old Business a. 736 Elm Street – Solidcore – Special Use Permit – Policy Direction 10. New Business 11. Appointments a. Appointment of Environmental, Forestry & Sustainability Commission Member - Ben Dietz 12. Closed Session 13. Adjournment Village of Winnetka Page 2 of 432 Village Council - March 3, 2026  MINUTES WINNETKA VILLAGE COUNCIL SPECIAL MEETING February 3, 2026 (Approved: xx) A record of a legally convened special meeting of the Council of the Village of Winnetka, which was held in the 2nd floor Conference Room on Tuesday, February 3, 2026 at 5:45 PM. 1) Call to Order. President Dearborn called the meeting to order at 5:45 PM. Village Manager Kristin Kazenas called the roll of the Village Council. Present: Trustees Kirk Albinson, Tina Dalman, Kim Handler, Scott Myers, and Bridget Orsic. Absent: None. No persons were present in the audience. Trustee Apatoff has provided the required notice that he will be unable to attend the regular meeting due to work obligations. The Village’s policy provides that Trustee Apatoff may participate remotely unless 2/3 of the Council objects. With no objections, Trustee Apatoff participated remotely fully in the meeting. Call to Order. Village Manager Kristin Kazenas called Trustee Apatoff for attendance. 2) Public Comment. No public comment. 3) Closed Session for the Purpose of Discussing Personnel Pursuant to Section 2(c)(1) of the Open Meetings Act. Trustee Orsic, seconded by Trustee Albinson, moved to adjourn to Closed Session for the purpose of discussing personnel pursuant to Section 2(c)(1) of the Open Meetings Act and to adjourn the Open Meeting automatically and immediately upon the conclusion of the special meeting without the conduct of any further business or comments. By roll call vote, the motion carried. Ayes: Trustees Albinson, Apatoff, Dalman, Handler, Myers, and Orsic. Nays: None. Absent: None. The Council adjourned into Closed Session at 5:49 p.m. 4) Adjournment. The Closed Session meeting ended at 6:51 pm. __________________________ Recording Secretary Page 3 of 432  MINUTES WINNETKA VILLAGE COUNCIL REGULAR MEETING February 3, 2026 (Approved: xx) A record of a legally convened meeting of the Council of the Village of Winnetka, which was held at Council Chambers on Tuesday, February 3, 2026, at 7:00 PM. 1) Call to Order. President Dearborn called the meeting to order at 7:01 PM. Village Manager Kristin Kazenas called the roll. Present: Trustees Kirk Albinson, Tina Dalman, Kim Handler, Scott Myers and Bridget Orsic. Absent: None. Also present: Village Attorney Peter Friedman, Community Development Director Scott Mangum, Assistant Community Development Director Ann Klaassen and approximately 8 persons in the audience. Trustee Apatoff has provided the required notice that he will be unable to attend the regular meeting due to work obligations. The Village’s policy provides that Trustee Apatoff may participate remotely unless 2/3 of the Council objects. With no objections, Trustee Apatoff participated remotely fully in the meeting. Call to Order. Village Manager Kristin Kazenas called Trustee Apatoff for attendance. 2) Pledge of Allegiance. Trustee Myers led the group in the Pledge of Allegiance. 3) Quorum. a) February 10, 2026 Special Study Session All of the Council members present said they expect to attend with the exception of Trustees Orsic and Trustee Dalman. b) February 17, 2026 Regular Meeting All of the Council members present said they expect to attend with the exception of Trustee Handler. c) March 3, 2026 Regular Meeting All of the Council members present said they expect to attend. 4) Public Comment: a) Ted Wynnychenko addresses matters regarding first amendment speech. 5) Reports: a) Trustees. No report. b) Attorney. No report. c) Manager. No report. d) Village President. a. President Dearborn addresses matters regarding capital planning initiatives. 6) Presentations. a. Winnetka-Northfield Public Library Board President Laura Freechack Library Board President Laura Freechack will be unable to attend the meeting. Her presentation will be scheduled to a later date. Page 4 of 432 Village Council Regular Meeting February 3, 2026 b. Winnetka Farmers’ Market – Rockey Flintermann Rockey Flintermann provides information regarding attendance, vendor participation, marketing exposure, and volunteer involvement. Mr. Flintermann reviewed attendance levels and turnout, discussed vendor participation highlighting the variety of offerings and ongoing interest from vendors, marketing efforts and audience exposure as well as increased visibility. Volunteer roles were also addressed, noting continued recruitment to support market operations. Greg Kugel, Kugel Farms, addresses Council regarding participation in the Farmers’ Market, business operations, and marketing gauged towards a target audience in the community. 7) Establishment of the Consent Agenda President Dearborn requested that the January 6, 2026, regular meeting minutes be pulled from the consent agenda for a separate discussion. Without objection, the January 6, 2026, regular meeting minutes are pulled from the consent agenda. Trustee Myers seconded by Albinson moved to remove the regular meeting minutes from the consent agenda. President Dearborn reads the proposed amended minutes into the record. Trustee Handler seconded by Trustee Myers moved to approve the amendment of the January 6, 2026 regular meeting minutes. By voice vote, the motion carried. Trustee Orsic seconded by Trustee Albinson moved to approve the Establishment of the Consent Agenda. By voice vote, the motion carried 8) Approval of the Consent Agenda a) Approval of Warrant List Dated January 16, 2026 – January 29, 2026 in the amount of $2,045,077.41. b) Resolution No. R-13-2026: Approving and Establishing the Compensation of Department Heads Effective January 1, 2026 (Adoption) c) Resolution No. R-14-2026: Approving a License Agreement for Arkadia Restaurant Outdoor Structure Encroachment (Adoption) d) Resolution No. R-15-2026: Waiving Bidding and Approving the Disposal of a Fire Department Staff Vehicle and the Purchase of a New Staff Vehicle from Currie Motors Commercial Center (Adoption) e) Resolution No. R-16-2026: Waiving Competitive Bidding and Approving the Purchase of EV Chargers from Carbonday Through Sourcewell (Adoption) Trustee Myers seconded by Trustee Orsic, moved to approve the foregoing items on the Consent Agenda by omnibus vote. By roll call vote, the motion carried. Ayes: Trustees Albinson, Apatoff, Dalman, Handler, Myers and Orsic. Nays: None. Absent: None. 9) Ordinances and Resolutions. a) Ordinance No. M-01-2026: Approving a Minor Change and Amending a Planned Development (688-694 Green Bay Road) (The Walden) (Introduction/Adoption) Assistant Community Development Director Ann Klasssen addresses a request submitted by the applicant seeking approval to allow changes as it relates to the landscaping plans. A public notice was sent to all property owners within 250 feet of the property, and several Page 5 of 432 Village Council Regular Meeting February 3, 2026 comments were submitted by neighbors. Ms. Klaassen advises Council regarding the minor change to the planned development to allow changes to the landscape plan approved with the adoption of Ordinance No. M-03- 2022, which approved the Final Planned Development. Rick Swanson, President of RM Swanson Architects, advises Council regarding changes to the proposed landscape improvements and proactive engagement and responsiveness with neighbors regarding such changes. Public Comment Mary Ellen Stanfield addresses concerns regarding the proposed landscaping improvements. Mr. Swanson addresses tree plantings in efforts to mitigate Ms. Ellen’s concerns. Bob Eliott, HOA Board member at 680 Green Bay Road, advises Council regarding accommodations made by Mr. Swanson regarding the landscape plans and confirms there has been a positive relationship between the HOA and RM Swanson Architects. Stephanie Elliot, President of the HOA at 680 Green Bay Road, advises Council of a positive coworking relationship with Rick Swanson. Joellen Okeef, HOA Board member at 680 Green Bay Road, advises Council that the board members thoroughly reviewed the proposed landscaping plans and provided unanimous support. Chris Odonnel addresses Council regarding budgeting matters. Neil Peterson requests additional tree plantings as means for privacy between properties. Council discusses proposed landscaping plans, tree plantings, and encourages there to be proactive and positive engagement between the architect and neighbors. Trustee Albinson, seconded by Trustee Handler, moved to waive introduction of Ordinance No. M-01-2026. Trustee Dalman, seconded by Trustee Myers, moved to adopt Ordinance No. M-01-2026. By roll call vote, the motion carried. Ayes: Trustees Albinson, Apatoff, Dalman, Handler, Myers and Orsic. Nays: None. Absent: None. 10) Old Business. None. 11) New Business. None. 12) Appointments: None. 13) Closed Session: None. 14) Adjournment. Trustee Myers, seconded by Trustee Orsic moved to adjourn the meeting. By voice vote, the motion carried. The meeting adjourned at 8:11 p.m. _______________________________ Recording Secretary Page 6 of 432  Agenda Item Executive Summary TITLE: Approval of Warrant List Dated February 13, 2026 - February 26, 2026 PRESENTER: Kristin Kazenas AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: None. EXECUTIVE SUMMARY: The Warrant List Dated February 13, 2026 - February 26, 2026. RECOMMENDATION: Consider the Warrant List Dated February 13, 2026 - February 26, 2026. ATTACHMENTS: None Page 7 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-08-2026: Approving a Professional Service Agreement with Strand Associates for Construction Engineering Services for the Ravines Sanitary Pumping Station and Force Main Rehabilition (Adoption) PRESENTER: Tom Powers AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: None. EXECUTIVE SUMMARY: Funding was included in the Fiscal Year 2026 budget for the rehabilitation and repair of the Ravines force main. The force main is forty years old and approaching the end of its service life. Recently, the force main had multiple breaks which required emergency repairs. Since the force main is a single line, when this happens the pump station must be shut down and we risk losing the ability to drain the service area. Additionally, if the break is located near the ravine section, Public Works must close Sheridan Road for safety during repairs. For these reasons, a repair to the force main is a critical capital project. Strand Associates was hired to design and prepare bid documents for the rehabilitation. A Request for construction bids (RFB) was issued in January alongside a Request for Construction engineering proposal (RFP). The RFB process was described in the February 17th agenda and the construction contract was authorized by the Council. The construction engineering contract is following at a later date due to the time it took to refine some the Professional Services contract language. In December, the Village advertised a request for proposals document (RFP) for the assessment and design of a rehabilitation and/or replacement of the force main. This RFP utilized a qualifications-based process where firms were asked to submit two packets: one containing a technical proposal on the firm’s qualifications and a separate packet for the cost proposal. A staff committee evaluated the technical proposals first. After determining the most qualified respondent, the finalists’ cost proposals were then reviewed. The committee’s final recommendation was based on a combination of factors including the proposers’ responsiveness, qualifications, relevant experience, proposal cost, and proposed methods. On January 20th the Village received proposals from Clark Dietz; and from Strand Associates. Technical proposals from each proposer were reviewed by Public Works Staff. Ultimately, the Public Works selected Strand Associates as the most qualified and providing the best value. They Page 8 of 432 demonstrated experience completing several sanitary lift station projects of a comparable nature for municipal and other governmental clients. Strand provided the most cost effective terms of providing the most project hours for the lowest average hourly billing rate. The Fiscal Year 2026 Budget includes $75,000 in Sewer Fund Account No. 540.70.01-670 (“Buildings and Structures”) for this project. RECOMMENDATION: Staff recommends Council consider approving an agreement for the Ravines Sanitary Pumping Station and Force Main Rehabilitation Construction engineering with Strand Associates. ATTACHMENTS: 1. Resolution No. R-08-2026: Approving Agreement with Strand Associates for Construction Engineering Services re Ravines Sanitary Page 9 of 432  RESOLUTION NO. R-08-2026 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH STRAND ASSOCIATES FOR CONSTRUCTION ENGINEERING SERVICES FOR THE RAVINES SANITARY PUMPING STATION AND FORCE MAIN REHABILITATION WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Village issued request for proposal No. 026-001 (“Request for Proposals”) seeking qualified professional firms to complete construction engineering services related to the Ravines Sanitary Pumping Station and Force Main Rehabilitation Project (“Services”); and WHEREAS, the Village received two proposals (“Proposals”), which were opened on January 20, 2026; and WHEREAS, the Public Works Department (“Department”) evaluated the Proposals based on the evaluation criteria set forth in the Request for Proposals; and WHEREAS, based on the Department’s evaluation of Proposals, and pursuant to Chapter 4.12 of the Village Code and the Village’s purchasing manual, the Village has selected Strand Associates (“Consultant”) as the Consultant to perform the Services; and WHEREAS, the Village desires to enter into an agreement with Consultant for the performance of the Services in an amount not to exceed $56,080.04 (“Agreement”); and WHEREAS, the Village Council has determined that it is in the best interests of the Village and its residents to enter into the Agreement with Consultant; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF AGREEMENT. The Village Council hereby approves the Agreement in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Agreement after receipt by the Village Manager of two executed copies of the final Agreement from Consultant; provided, however, that if the Village Manager does not receive two executed copies of the final Agreement from March 3, 2026 R-08-2026 Page 10 of 432 Consultant within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the final Agreement will, at the option of the Village Council, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-08-2026 Page 11 of 432  EXHIBIT A AGREEMENT 4898-8919-5917, v. 2 Page 12 of 432 Page 13 of 432 Page 14 of 432 Page 15 of 432 Page 16 of 432 Page 17 of 432 Page 18 of 432 Page 19 of 432 Page 20 of 432 Page 21 of 432 Page 22 of 432 Page 23 of 432 Page 24 of 432 Page 25 of 432 Page 26 of 432 Page 27 of 432 Page 28 of 432 Page 29 of 432 Page 30 of 432 Page 31 of 432 Page 32 of 432 Page 33 of 432 Page 34 of 432 Page 35 of 432 Page 36 of 432 Page 37 of 432 Page 38 of 432 Page 39 of 432 Page 40 of 432 Page 41 of 432 Page 42 of 432 Page 43 of 432 Page 44 of 432 Page 45 of 432 Page 46 of 432 Page 47 of 432 Page 48 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-20-2026: Waiving Bidding and Approving a Contract with Conservation of Sculpture & Objects Studio for Cenotaph Maintenance Services (Adoption) PRESENTER: Tom Powers AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: As part of the FY 2026 budget, $30,000 was budgeted for the maintenance of the Cenotaph at Village Green Park. EXECUTIVE SUMMARY: As part of its ongoing responsibilities, the Public Works Department oversees the Cenotaph Monument at Village Green Park (the "Cenotaph"). Originally constructed in 1927, the Cenotaph has a number of unique historical components, including marble stairs, bronze eagles and a wooden flagpole with decorative iron work. Due to its age and the intricacy of its elements, the Department contracts for specialized maintenance including bronze polishing, cleaning, tuck pointing and painting when necessary. For the last few years, the Village has engaged Conservation of Sculpture and Objects Studio, Inc. (CSOS) for maintenance of the Cenotaph. CSOS has unique expertise in the preservation of historic architecture and objects. In addition to the Cenotaph work, CSOS is also currently completing laser cleaning of the United States Supreme Court facade and recently cleaned the Chicago Art Institute's famous lion sculptures. Staff has confidence in CSOS's ability to successfully complete maintenance and repairs as necessary on the Cenotaph. Due to the existing relationship and CSOS's expertise, staff approached CSOS to create a five-year plan and agreement for the continued maintenance of the monument. Staff and CSOS identified the need to maintain the monument flagpole this year but due to recent other work, the monument itself mostly just needs light cleaning and polishing for the foreseeable future after this year. Staff will work with CSOS to ensure completion before the annual summer events on Village Green in each year. The Fiscal Year 2026 Budget contains $30,000 in General Fund Account No. 100.30.01-543 (Public Property Maintenance) for the work occurring this year. The proposed cost for the 2026 services is $21,859, resulting in a savings of $8,141. Sufficient funds will be budgeted in future years for the Page 49 of 432 duration of the agreement. Should other needs arise during the course of this agreement, staff will work with CSOS to develop a scope and cost for that additional work. RECOMMENDATION: Staff recommends waiving bidding and awarding an agreement for Cenotaph maintenance services to Conservation of Sculpture and Objects Studio, Inc. in an amount not to exceed $54,189.00. ATTACHMENTS: 1. Resolution No. R-20-2026: Waiving Bidding and Approving a Contract with Conservation of Sculpture & Objects Studio for Cenotaph Maintenance Services Page 50 of 432  RESOLUTION NO. R-20-2026 A RESOLUTION WAIVING BIDDING AND APPROVING A CONTRACT WITH CONSERVATION OF SCULPTURE & OBJECTS STUDIO FOR CENOTAPH MAINTENANCE SERVICES WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Village is seeking a contractor to provide maintenance services for the Cenotaph monument located in the Village Green and associated services (“Services”); and WHEREAS, Conservation of Sculpture & Objects Studio (“Contractor”) has previously provided maintenance services for the Village and the Village has been satisfied with Contractor’s services; and WHEREAS, the Village has appropriated funds for the procurement of the Services; and WHEREAS, due to the Contractor’s knowledge and expertise, the Village requested a proposal from the Contractor for the performance of the Services and the Contractor submitted a proposal in an amount not to exceed $54,189.00; and WHEREAS, the Village Council desires to enter into a contract with the Contractor for the Services in a total amount not to exceed $54,189.00 (“Contract”); and WHEREAS, pursuant to Sections 4.12.010.A and Sections 4.12.010.C of the Village Code and Section IV.3.D of the Village’s Purchasing Manual, the Village Council has determined that it is in the best interests of the Village to waive competitive bidding and enter into the Contract with the Contractor; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: WAIVER OF COMPETITIVE BIDDING. Pursuant to Sections 4.12.010.A and 4.12.010.C of the Village Code, Section IV.3.D of the Village’s Purchasing Manual, and the Village’s home rule authority, the Village Council waives the requirement of competitive bidding for the procurement of the Services. SECTION 3: APPROVAL OF CONTRACT. The Village Council hereby approves the Contract in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. March 3, 2026 R-20-2026 Page 51 of 432  SECTION 4: AUTHORIZATION TO EXECUTE CONTRACT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Contract after receipt by the Village Manager of two executed copies of the final Contract from the Contractor; provided, however, that if the Village Manager does not receive two executed copies of the final Contract from the Contractor within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the final Contract between the Village and the Contractor will, at the option of the Village Council, be null and void. SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-20-2026 Page 52 of 432  EXHIBIT A CONTRACT 4925-1634-9325, v. 1 Page 53 of 432 Page 54 of 432 Page 55 of 432 Page 56 of 432 Page 57 of 432 Page 58 of 432 Page 59 of 432 Page 60 of 432 Page 61 of 432 Page 62 of 432 Page 63 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-21-2026: Approving a Contract with Hoerr Construction, Inc. for Sewer Relining Work (Adoption) PRESENTER: Tom Powers AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: As part of the Fiscal Year 2026 budget, $800,000 was included for sanitary and storm sewer critical repairs including sewer lining. EXECUTIVE SUMMARY: As part of its ongoing responsibilities, the Public Works Department oversees maintenance of the Village's sanitary and stormwater systems. The Public Works Department assumed oversight of the sanitary sewer capital program and a portion of the stormwater sewer capital program related to sewer lining in 2026. Using data from the Village's televising contractor and inflow and infiltration consultant, staff prepared a capital program including both lining and manhole rehabilitation components. Sewer lining involves the installation of a thin liner inside an existing sewer pipe to structurally reinforce it and eliminate defects such as cracks, holes and points of infiltration. This work does not require trenching and can significantly extend the useful life of sewer main with only a few hours of time required per setup. The Village has lined a number of sanitary sewers over the last twenty years and will begin a formal program to line storm sewers this year. Staff evaluated the findings from our sewer televising contractor and the most recent inflow/infiltration study and generated a list sanitary sewers for relining. Storm sewers were selected based on previous staff televising and to address areas of recurrent flooding due to sewer condition or root infiltration. In the past, the Village has participated in the Municipal Partnering Initiative (MPI). The MPI combines and jointly bids work from a variety of Chicagoland communities to achieve a better economy of scale. In 2024, the Villages of Glenview, Golf and Glencoe as well as the Cities of Rolling Meadows and Prospect Heights jointly issued a request for bids for sanitary and sewer lining services. This bid included an initial one-year terms with the option for up to three one-year renewals. Hoerr Construction, Inc. submitted the lowest, most responsive proposal and was awarded the contract. The Village subsequently utilized Hoerr for lining projects in 2024 and 2025 under this same agreement and found their work to be satisfactory. Page 64 of 432 Combined Sewer lining and Manhole Repair budget = $800,000 Resolution No. R-21-2026 $715,000 - Lining Resolution No. R-29-2026 $66,000 - Manhole Repairs Remaining Budget $19,000 The Fiscal Year 2026 Budget contains $800,000 in Sanitary Sewer Fund Account No. 540-70.01-670 ("Sanitary Sewers") and Stormwater Fund Account No. 580.75.01-675 ("Storm Sewers") for a combination of critical main and manhole rehabilitation work. Staff is requesting authorization for up to $715,000 based on the work identified. This would leave $85,000 available for other critical work in the Sanitary Sewer Fund and utilize all funds appropriated for this project in the Stormwater Fund, refer to item R-29-2026 for the remaining budget applied to manhole repairs. RECOMMENDATION: Staff recommends awarding an agreement for sanitary and stormwater lining services to Hoerr Construction in an amount not to exceed $715,000. ATTACHMENTS: 1. Resolution No. R-21-2026: Approving a Contract with Hoerr Construction, Inc. for Sewer Relining Work Page 65 of 432  RESOLUTION NO. R-21-2026 A RESOLUTION APPROVING A CONTRACT WITH HOERR CONSTRUCTION, INC. FOR SEWER RELINING WORK WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage intergovernmental cooperation; and WHEREAS, the Village has appropriated funds for trenchless relining services for certain portions of the Village’s existing sanitary and storm sewers (“Work”); and WHEREAS, the Municipal Partnering Initiative (“MPI”) Village of Arlington Heights (Lead Agency), the Village of Glencoe, the Village of Glenview, the Village of Golf, the Village of Kenilworth, the Village of Lincolnshire, the Village of Northfield, the City of Prospect Heights, and the Village of Riverwoods (collectively, the “Municipalities”) jointly requested bids for performance of the Work within each Municipalities’ respective corporate boundaries; and WHEREAS, the Municipalities received six bids for the Work and determined that Hoerr Construction, Inc, of Peoria, Illinois (“Contractor”) was the lowest responsive and responsible bidder for the Work; and WHEREAS, although the Village was not initially included in the group of Municipalities that went out for bid, the Village contacted the Contractor regarding the Work, and the Contractor agreed to honor the prices proposed in the MPI bid; and WHEREAS, pursuant to Chapter 4.12 of the Village Code and the Village’s purchasing manual, the Village Council has determined that the Contractor is the lowest responsive and responsible bidder for the Work; and WHEREAS, the Village Council desires to enter into a one-year contract with Contractor for the performance of the Work within the Village’s corporate boundaries (“Contract”) in an amount not to exceed $715,000 per year in 2026; and WHEREAS, the Village Council has determined that it is in the best interests of the Village and its residents to enter into the Contract with Contractor; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. March 3, 2026 R-21-2026 Page 66 of 432  SECTION 2: APPROVAL OF CONTRACT. The Village Council hereby approves the Contract in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE CONTRACT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Contract after receipt by the Village Manager of two executed copies of the final Contract from Contractor; provided, however, that if the Village Manager does not receive two executed copies of the final Contract from Contractor within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the Contract will, at the option of the Village Council, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-21-2026 Page 67 of 432  EXHIBIT A CONTRACT 4924-1025-9087, v. 1 Page 68 of 432  VILLAGE OF WINNETKA CONTRACT FOR Sewer Lining Services Full Name of Contractor Hoerr Construction, Inc. _______________________________________________ (“Contractor”) Principal Office Address 1416 County Road 200 N, Goodfield, IL, 61742 Local Office Address 1416 County Road 200 N, Goodfield, IL, 61742 Contact Person Mike Kaisner_____________ Telephone Number 309-691-6653 TO: Village of Winnetka (“Owner”) 510 Green Bay Road Winnetka, IL 60093 Attention: Assistant Finance Director Contractor warrants and represents that Contractor has B. Performance Standards. If this Contract is accepted, carefully examined the Work Site described below and its Contractor proposes and agrees that all Work shall be fully environs and has reviewed and understood all documents provided, performed, and completed in accordance with the included, referred to, or mentioned in this bound set of specifications and special conditions attached hereto and documents which are securely stapled to the end of this by this reference made a part of this Contract (Attachment Contract. A). No provision of any referenced standard, specification, manual or code shall change the duties and responsibilities of 1. Work Proposal Owner or Contractor from those set forth in this Contract. Whenever any equipment, materials, or supplies are specified A. Contract and Work. If this Contract is accepted, or described in this Contract by using the name or other Contractor proposes and agrees that Contractor shall, at its sole identifying feature of a proprietary product or the name or other cost and expense, provide, perform, and complete, in the identifying feature of a particular manufacturer or vendor, the manner specified and described, and upon the terms and specific item mentioned shall be understood as establishing the conditions set forth, in this Contract and Owner’s written type, function, and quality desired. Other manufacturers’ or notification of acceptance in the form included in this bound set vendors’ products may be accepted, provided that the products of documents, all of the following, all of which is herein referred proposed are equivalent in substance and function to those to as the “Work”: named as determined by Owner in its sole and absolute discretion. 1. Labor, Equipment, Materials and Supplies. Provide, perform, and complete, in the manner specified and described C. Responsibility for Damage or Loss. If this Contract is in this Contract/Proposal, all necessary work, labor, services, accepted, Contractor proposes and agrees that Contractor shall transportation, equipment, materials, supplies, information, be responsible and liable for, and shall promptly and without data, and other means and items necessary for the Village charge to Owner repair or replace, damage done to, and any Custodial Services. loss or injury suffered by, Owner, the Work, the Work Site, or other property or persons as a result of the Work. 2. Permits. Procure and furnish all permits, licenses, and other governmental approvals and authorizations necessary in D. Inspection/Testing/Rejection. Owner shall have the connection therewith; right to inspect all or any part of the Work and to reject all or any part of the Work that is, in Owner’s judgment, defective or 3. Bonds and Insurance. Procure and furnish all bonds damaged or that in any way fails to conform strictly to the and all insurance certificates specified in this Contract; requirements of this Contract and Owner, without limiting its other rights or remedies, may require correction or replacement 4. Taxes. Pay all applicable federal, state, and local at Contractor’s cost, perform or have performed all Work taxes; necessary to complete or correct all or any part of the Work that is defective, damaged, or nonconforming and charge Contractor 5. Miscellaneous. Do all other things required of with any excess cost incurred thereby, or cancel all or any part Contractor by this Contract; and of any order or this Contract. Work so rejected may be returned or held at Contractor’s expense and risk. 6. Quality. Provide, perform, and complete all of the foregoing in a proper and workmanlike manner, consistent with 2. Contract Price Proposal highest standards of professional and construction practices, in full compliance with, and as required by or pursuant, to this If this Contract is accepted, Contractor proposes, and agrees, Contract, and with the greatest economy, efficiency, and that Contractor shall take in full payment for all Work and other expedition consistent therewith, with only new, undamaged, and matters set forth under Section 1 above, including overhead and first quality equipment, materials, and supplies. profit; taxes, contributions, and premiums; and compensation to all subcontractors and suppliers, the compensation set forth below. Contractor for Sewer Lining Services Village of Winnetka Page 69 of 432  insurance evidencing the minimum insurance coverage and A. Schedule of Prices. For providing, performing, and limits set forth below within 10 days after Owner’s acceptance completing all Work, including performance bond procurement, of this Contract. Such insurance shall be in form, and from the Village will not pay more than the unit prices as outlined companies, acceptable to Owner and shall name Owner, in Attachment A. including its Council members and elected and appointed officials, its officers, employees, agents, attorneys, consultants, B. Basis for Determining Prices. It is expressly and representatives, as an Additional Insured . The insurance understood and agreed that: coverage and limits set forth below shall be deemed to be minimum coverage and limits and shall not be construed in any 1. All prices stated in the Schedule of Prices are firm and way as a limitation on Contractor’s duty to carry adequate shall not be subject to escalation or change; insurance or on Contractor’s liability for losses or damages under this Contract. The minimum insurance coverage and 2. Owner is not subject to state or local sales, use, and limits that shall be maintained at all times while providing, excise taxes, that no such taxes are included in the Schedule of performing, or completing the Work are as follows: Prices, and that all claim or right to claim any additional compensation by reason of the payment of any such tax is 1. Workers’ Compensation and Employer’s Liability hereby waived and released; Limits shall not be less than: 3. All other applicable federal, state, and local taxes of every kind and nature applicable to the Work are included in the Worker’s Compensation: Statutory Schedule of Prices; and Employer’s Liability: $500,000 each accident-injury; $500,000 4. Any items of Work not specifically listed or referred to each employee-disease; $500,000 disease-policy. in the Schedule of Prices, or not specifically included for payment under any Unit Price Item, shall be deemed incidental Such insurance shall evidence that coverage applies to the to the Contract Price, shall not be measured for payment, and State of Illinois and provide a waiver of subrogation in favor of shall not be paid for separately except as incidental to the Owner. Contract Price, including without limitation extraordinary equipment repair, the cost of transportation, packing, cartage, 2. Commercial Motor Vehicle Liability and containers, the cost of preparing schedules and submittals, the cost or rental o f small tools or buildings, the cost of utilities Limits for vehicles owned, non-owned or rented shall not be less and sanitary conveniences, and any portion of the time of than: Contractor, its superintendents, or its office and engineering staff. $1,000,000 Bodily Injury and Property Damage Combined Single Limit C. Time of Payment. It is expressly understood and agreed that all payments shall be made in accordance with the 3. Commercial General Liability following schedule: Limits shall not be less than: Invoice to Village upon Work completion. Payment upon acceptance by Village. $1,000,000 Bodily Injury and Property Damage Combined Single Limit. All payments may be subject to deduction or set off by reason of any failure of Contractor to perform under this Coverage is to be written on an “occurrence” basis. Contract/Proposal. Coverage to include: 3. Contract Time - Premises Operations - Products/Completed Operations If this Contract is accepted, Contractor proposes and agrees - Independent Contractors that Contractor shall commence the Work within 10 days after - Personal Injury (with Employment Exclusion deleted) Owner’s acceptance of the Contract provided Contractor shall - Broad Form Property Damage Endorsement have furnished to Owner all bonds and all insurance certificates - “X,” “C,” and “U” specified in this Contract (the “Commencement Date”). If this - Contractual Liability Contract is accepted, Contractor proposes and agrees that Contractor shall perform the Work diligently and continuously Contractual Liability coverage shall specifically include and shall commence the Work on or around June 1, 2026 and the indemnification set forth below. terminate on November 30, 2026. In the event this contract is renewed for additional years, the con tract time shall be adjusted 4. Umbrella Liability to reflect these same dates for each respective year. Limits shall not be less than: 4. Financial Assurance $2,000,000 Bodily Injury and Property Damage A. Bonds. Contractor shall furnish such bonds as required Combined Single Limit. in Attachment A,. This Coverage shall apply in excess of the limits stated B. Insurance. If this Contract is accepted , Contractor in 1, 2, and 3 above. proposes and agrees that Contractor shall provide certificates of Contractor for Sewer Lining Services Village of Winnetka Page 70 of 432 C. Indemnification. If this Contract is accepted, C. Prevailing Wage Act. All work activities shall Contractor proposes and agrees that Contractor shall indemnify, comply with the Prevailing Wage Act. save harmless, and defend Owner against all damages, liability, claims, losses, and expenses (including attorneys’ fees) that D. Not Barred. Contractor is not barred by law from may arise, or be alleged to have arisen, out of or in connection contracting with Owner or with any other unit of state or local with Contractor’s performance of, or failure to perform, the Work government as a result of (i) a violation of either Section 33E-3 or any part thereof, or any failure to meet the representations or Section 33E-4 of Article 33 of the Criminal Code of 1961, 720 and warranties set forth in Section 6 of this Contract. ILCS 5/33E-1 et seq.; or (ii) a violation of the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) D. Penalties. If this Contract is accepted, Contractor or other statutes, orders, rules, and regulations of the United proposes and agrees that Contractor shall be solely liable for States government and its various executive departments, any fines or civil penalties that are imposed by any governmental agencies and offices related to the subject matter of the Patriot or quasi-governmental agency or body that may arise, or be Act, including, but not limited to, Executive Order 13224 alleged to have arisen, out of or in connection with Contractor’s effective September 24, 2001. Contractor is not acting, directly performance of, or failure to perform, the Work or any part or indirectly, for or on behalf of any person, group, entity or thereof. nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on 5. Firm Contract behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, All prices and other terms stated in this Contract are firm and threatens to commit, or supp orts terrorism; and Contractor is not shall not be subject to withdrawal, escalation, or change engaged in this transaction directly or indirectly on behalf of, or provided Owner accepts this Contract within 45 days after the facilitating this transaction directly or indirectly on behalf of, any date the Contractor’s contract proposal is opened. such person, group, entity or nation. 6. Contractor’s Representations and Warranties E. Qualified. Contractor has the requisite experience, ability, capital, facilities, plant, organization, and staff to enable To induce Owner to accept this Contract, Contractor hereby Contractor to perform the Work successfully and promptly and represents and warrants as follows: to commence and complete the Work within the Contract Price and Contract Time set forth above. A. The Work. The Work, and all of its components, (1) shall be of merchantable quality; (2) shall be free from any latent 7. Acknowledgements or patent defects and flaws in workmanship, materials, and design; (3) shall strictly conform to the requirements of this In submitting this Contract, Contractor acknowledges and Contract, including without limitation the performance standards agrees that: set forth in Section 1B of this Contract; and (4) shall be fit, sufficient, and suitable for the purposes expressed in, or A. Reliance. Owner is relying on all warranties, reasonably inferred from, this Contract and the warranties representations, and statements made by Contractor in this expressed herein shall be in addition to any other warranties Contract. expressed or implied by law, which are hereby reserved unto Owner. Contractor, promptly and without charge, shall correct B. Reservation of Rights. Owner reserves the right to any failure to fulfill the above warranty at any time within one reject any and all proposals, reserves the right to reject the low year after final payment or such longer period as may be price proposal, and reserves such other rights as are set forth in prescribed in the performance standards set forth in Section 1B the Instructions to Contractors. of this Contract or by law. The above warranty shall be extended automatically to cover all repaired and replacement parts and C. Acceptance. If this Contract is accepted, Contractor labor provided or performed under such warranty and shall be bound by each and every term, condition, or provision Contractor’s obligation to correct Work shall be extended for a contained in this Contract and in Owner’s written notification of period of two years from the date of such repair or replacement. acceptance in the form included in this bound set of documents. The time period established in this Section 6A relates only to the specific obligation of Contractor to correct Work and shall not be D. Remedies. Each of the rights and remedies reserved construed to establish a period of limitation with respect to other to Owner in this Contract shall be cumulative and additional to obligations that Contractor has under this Contract. any other or further remedies provided in law or equity or in this Contract. B. Compliance with Laws. The Work, and all of its components, shall be provided, performed, and completed in E. Time. Time is of the essence for this Contract and, compliance with, and Contractor agrees to be bound by, all except where stated otherwise, references in this Contract to applicable federal, state, and local laws, orders, rules, and days shall be construed to refer to calendar days. regulations, as they may be modified or amended from time to time, including without limitation the Illinois Prevailing Wage Act, F. No Waiver. No examination, inspection, investigation, 820 ILCS 130/0.01 et seq. and any other prevailing wage laws; test, measurement, review, determination, decision, certificate, any statutes requiring preference to laborers of specified or approval by Owner, whether before or after Owner’s classes; the Illinois Steel Products Procurement Act, 30 ILCS acceptance of this Contract; nor any information or data 565/1 et seq.; any statutes prohibiting discrimination because of, supplied by Owner, whether before or after Owner’s acceptance or requiring affirmative action based on, race, creed, color, of this Contract; nor any order by Owner for the payment of national origin, age, sex, or other prohibited classification; and money; nor any payment for, or use, possession, or acceptance any statutes regarding safety or the performance of the Work. of, the whole or any part of the Work by Owner; nor any extension of time granted by Owner; nor any delay by Owner in Contractor for Sewer Lining Services Village of Winnetka Page 71 of 432 exercising any right under this Contract; nor any other act or omission of Owner shall constitute or be deemed to be an acceptance of any defective, damaged, or nonconforming Work, nor operate to waive or otherwise diminish the effect of any representation or warranty made by Contractor; or of any requirement or provision of this Contract; or of any remedy, power, or right of Owner. G. Severability. The provisions of this Contract/ Proposal shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. H. Amendments. No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Contractor, except that Owner has the right, by written order executed by Owner, to make changes in the Work (“Change Order”). If any Change Order causes an increase or decrease in the amount of the Work, then an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Work caused by any Change Order shall entitle Contractor to make any claim for damages, anticipated profits, or other compensation. I. Assignment. Neither this Contract, nor any interest herein, shall be assigned or subcontracted, in whole or in part, by Contractor except upon the prior written consent of Owner. J. Governing Law. This Contract, and the rights of the parties under this Contract shall be interpreted according to the internal laws, but not the conflict of law rules, of the State of Illinois. Every provision of law required by law to be inserted into this Contract/Proposal shall be deemed to be inserted herein . Contractor for Sewer Lining Services Village of Winnetka Page 72 of 432 Page 73 of 432  ATTACHMENT A: SPECFICATIONS 1. Incorporation of All Existing Terms and Conditions: This contract fully incorporates all terms, conditions and other miscellaneous requirements and provisions as outlined in original joint bid and contract attached as Attachment B except as otherwise modified in the Village’s Contract and these Specifications. 2. Pricing: Unit pricing shall be as outlined in the pricing matrix attached as Attachment B. It is expressly understood that the Contractor’s proposed unit pricing for all items and services in 2026 shall be as outlined in the Municipal Partnering Initiative’s 2024 contract. 3. Renewals: As outlined in Attachment B, this agreement shall have two one-year extensions (for calendar years 2027 and 2028) to be exercised at the Village’s sole discretion. If this contract is renewed, the pricing for each renewal shall be as outlined in the Municipal Partner Initiative’s renewal clauses within Attachment B. Contractor for Sewer Lining Services Village of Winnetka Page 74 of 432  ATTACHMENT B Contractor for Sewer Lining Services Village of Winnetka Page 75 of 432 Page 76 of 432 Page 77 of 432 Page 78 of 432 Page 79 of 432 Page 80 of 432 Page 81 of 432 Page 82 of 432 Page 83 of 432 Page 84 of 432 Page 85 of 432 Page 86 of 432 Page 87 of 432 Page 88 of 432 Page 89 of 432 Page 90 of 432 Page 91 of 432 Page 92 of 432 Page 93 of 432 Page 94 of 432 Page 95 of 432 Page 96 of 432 Page 97 of 432 Page 98 of 432 Page 99 of 432 Page 100 of 432 Page 101 of 432 Page 102 of 432 Page 103 of 432 Page 104 of 432 Page 105 of 432 Page 106 of 432 Page 107 of 432 Page 108 of 432 Page 109 of 432 Page 110 of 432 Page 111 of 432 Page 112 of 432 Page 113 of 432 Page 114 of 432 Page 115 of 432 Page 116 of 432 Page 117 of 432 Page 118 of 432 Page 119 of 432 Page 120 of 432 Page 121 of 432 Page 122 of 432 Page 123 of 432 Page 124 of 432 Page 125 of 432 Page 126 of 432 Page 127 of 432 Page 128 of 432 Page 129 of 432 Page 130 of 432 Page 131 of 432 Page 132 of 432 Page 133 of 432 Page 134 of 432 Page 135 of 432 Page 136 of 432 Page 137 of 432 Page 138 of 432 Page 139 of 432 Page 140 of 432 Page 141 of 432 Page 142 of 432 Page 143 of 432 Page 144 of 432 Page 145 of 432 Page 146 of 432 Page 147 of 432 Page 148 of 432 Page 149 of 432 Page 150 of 432 Page 151 of 432 Page 152 of 432 Page 153 of 432 Page 154 of 432 Page 155 of 432 Page 156 of 432 Page 157 of 432 Page 158 of 432 Page 159 of 432 Page 160 of 432 Page 161 of 432  ACCEPTANCE The Contract attached hereto and by this reference incorporated herein and made a part hereof is hereby accepted by the order of the Village of Winnetka (“Owner”) as of ________________, 20___. This Acceptance, together with the Contract attached hereto, constitutes the entire and only agreement between the parties relating to the accomplishment of the Work and the compensation theref or and supersedes and merges any other prior or contemporaneous discussions, agreements, or understandings, whether written or oral, and shall prevail over any contradictory or inconsistent terms or conditions contained in any purchase order, acceptance, acknowledgement, invoice, or other standard f orm used by the parties in the performance of the Contract. Any such contradictory or inconsistent terms or conditions shall be deemed objected to by Owner without f urther notice of objection and shall be of no effect nor in any circumstances binding upon Owner unless accepted by Owner in a written document plainly labeled “Amendment to Contract.” Acceptance or rejection by Owner of any such contradictory or inconsistent terms or conditions shall not constitute acceptance of any other contradictory or inconsistent terms or conditions. VILLAGE OF WINNETKA Signature: ______________________________________ Printed name: ______________________________________ Title: ______________________________ Contractor for Sewer Lining Services Village of Winnetka Page 162 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-22-2026: Waiving Bidding and Approving an Agreement with A Lamp Concrete Contractors, Inc. for Post Office Building Demolition and Site Restoration (Adoption) PRESENTER: James Bernahl AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: At the October 14, 2025, Village Council Study Session, the Village Council authorized staff to proceed with demolition of the former Post Office building and to temporarily restore the site as open green space, including the addition of limited parking consistent with the adjacent lot configuration. The approved FY2026 Budget includes $670,000 for demolition and site restoration under Account No. 420.15.01-650 (Downtown and Business Revitalization Fund). EXECUTIVE SUMMARY: Background On October 14, 2025, the Village Council conducted a comprehensive review of the Post Office property and discussed options for its future redevelopment. During that session, the Council evaluated the condition of the building and the feasibility of continued use. Multiple building systems have exceeded their useful life, and the United States Postal Service vacated the property at the conclusion of its lease. Based on these factors, the Council determined that demolition is the most prudent course of action at this time. Recognizing the importance of long-term redevelopment planning and community engagement, the Council directed staff to demolish the structure and temporarily restore the site until a comprehensive redevelopment plan can be developed with community input. The Engineering Department presented several restoration concepts. The Council expressed a preference for restoring the site as an open green space with grass and adding a limited number of parking spaces aligned with the existing parking lot layout. Project Budget The FY2026 Budget provides funding for the Post Office Demolition and Site Improvement Project as follows: Page 163 of 432 Building Demolition : $175,000 Site Leveling : $25,000 Site Restoration : $388,500 Electrical & Lighting Improvements : $50,000 (to be managed by the Water & Electric Department) Contingency (5%) : $31,500 Total Budgeted Amount: $670,000 Project Schedule The project is structured to ensure site restoration is completed prior to the start of summer (target completion before June 15). The tentative schedule is as follows: • Site Protection and Fencing – March 16–20 • Fire and Police Training Opportunity – March 23–April 3 • Utility Disconnections – April 6–10 • Environmental Remediation, Demolition, and Site Leveling – April 13–24 • Underground Electrical Work (Water & Electric) – April 27–May 1 • Site Restoration Work – May 4–15 • Installation of Light Poles (Water & Electric) – May 18–22 • Sod Installation (Weather Dependent) – May 25–30 Procurement History In 2025, staff initially anticipated proceeding with demolition of the Post Office building; however, an extension of the United States Postal Service lease delayed the project. During preparation of the 2025 Street Rehabilitation Program, restoration quantities associated with the Post Office site were incorporated into the bidding documents as an alternate bid item. A Lamp Concrete Contractors submitted the lowest responsive bid and provided competitive unit pricing for the restoration components. These figures were subsequently used in preparing the FY2026 budget for the full demolition and site improvement project. Staff later contacted Golgroup Excavating, a contractor that has previously performed successful demolition work for the Village, including the 1205 Sunset property as part of the Crow Island Stormwater Storage and Conveyance Project. The FY2026 demolition budget was developed using Golgroup’s prior proposal. Earlier this year, however, Golgroup informed staff that due to operational constraints, they would be unable to undertake the project. Given the importance of maintaining the project schedule and completing restoration prior to the summer season, staff evaluated alternative procurement options that would minimize delays and provide cost certainty. Based on A Lamp’s previously bid unit pricing, familiarity with the site restoration quantities, and demonstrated performance on Village projects, staff engaged A Lamp Concrete Contractors to provide a proposal for the full scope of demolition and site restoration. A Lamp Proposal A Lamp’s proposal includes: • Demolition of the existing building and foundation • Removal of the existing parking lot and pavement • Proper disposal of materials and environmental coordination • Site grading to match surrounding elevations Page 164 of 432  • Restoration in accordance with the Council-approved concept plan, including green space and parking improvements A Lamp Concrete Contractors has an established and successful track record with the Village. The firm has completed the 2021 through 2025 Street Rehabilitation Programs, as well as all Central Business District streetscape improvements, delivering projects on schedule and within budget. Their experience working in the Central Business District is particularly relevant, as it requires careful staging, traffic coordination, and sensitivity to surrounding businesses and residents. Timely completion of the Post Office demolition and site restoration is important to the community for several reasons. The vacant structure represents an underutilized and deteriorating property in a prominent downtown location. Proceeding promptly with demolition eliminates potential safety concerns, improves aesthetics, and restores the site to a usable condition while the Village develops a long-term redevelopment plan with community input. Completing the project prior to the summer season ensures the site does not remain in a partially demolished or disrupted condition during a period of increased pedestrian activity and downtown events. Engaging A Lamp allows the Village to leverage an experienced, trusted contractor that is already mobilized within the community, understands Village expectations, and has demonstrated the capacity to meet aggressive timelines. Their familiarity with Village standards and established working relationships with staff reduce project risk and support efficient delivery. Based on prior competitive pricing, proven performance, and the need to complete the work in a timely and coordinated manner, staff determined that awarding the contract to A Lamp Concrete Contractors represents the most practical and responsible course of action while remaining within the approved FY2026 budget. RECOMMENDATION: Staff recommends that the Village Council approve Resolution No. R-22-2026, which approves waiving of formal bidding and awarding the contract to A Lamp Concrete Contractors for the Post Office Building Demolition and Site Restoration Project for an amount not to exceed $584,849. ATTACHMENTS: 1. Attachment 1: Resolution No. R-22-2026: Approving Agreement with A Lamp for Post Office Building Demolition and Site Restoration 2. Attachment 2: A Lamp Concrete Contractors, Inc. Proposal 3. Attachment 3: Proposed Site Restoration Plan Page 165 of 432  ATTACHMENT 1 RESOLUTION NO. R-22-2026 A RESOLUTION WAIVING BIDDING AND APPROVING AN AGREEMENT WITH A LAMP CONCRETE CONTRACTORS, INC. FOR POST OFFICE BUILDING DEMOLITION AND SITE RESTORATION WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Village has appropriated funds for the Post Office Building Demolition and Site Restoration on Chestnut Street (“Project”), which Project includes, without limitation, demolition and removal of the existing building structure of the post office building per proposed plans, removal of rear parking lot and backfilling to match the existing grade and restoring the site with grass and additional parking as per proposed plans (“Services”); and WHEREAS, the Village requested a proposal from A Lamp Concrete Contractors, Inc. (“Contractor”) to perform the Services for the Project; and WHEREAS, Contractor submitted a proposal to the Village for the performance of the Services in an amount not to exceed $584,849; and WHEREAS, Contractor has performed services for the Village in the past, to the Village’s satisfaction; and WHEREAS, the Village has determined that the proposal from Contractor to perform the Services for the Project best meets the needs of the Village; and WHEREAS, Village staff has recommended that the Village Council (i) waive competitive bidding for the Services pursuant to Sections 4.12.010.A and 4.12.010.C of the Village Code, Section IV.3.D of the Village’s Purchasing Manual, and the Village’s home rule authority; and (ii) enter into an agreement with Contractor to provide the Services for the Project in an amount not to exceed $584,849.00 (“Agreement”); and WHEREAS, the Village Council has determined that it is in the best interests of the Village to (i) waive competitive bidding for the Services; and (ii) enter into the Agreement with Contractor to provide the Services; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: WAIVER OF COMPETITIVE BIDDING. Pursuant to Sections 4.12.010.A and 4.12.010.C of the Village Code, Section IV.3.D of the Village’s Purchasing March 3, 2026 R-22-2026 4919-7625-6339, v. 1 Page 166 of 432 Manual, and the Village’s home rule authority, the Village Council waives the requirement of competitive bidding for the procurement of Services for the Project. SECTION 3: APPROVAL OF AGREEMENT. The Village Council hereby approves the Agreement in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 4: AUTHORIZATION TO EXECUTE AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Agreement after receipt by the Village Manager of two executed copies of the final Agreement from Contractor; provided, however, that if the Village Manager does not receive two executed copies of the final Agreement from Contractor within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the final Agreement between the Village and Contractor will, at the option of the Village Council, be null and void. SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-22-2026 4919-7625-6339, v. 1 Page 167 of 432  EXHIBIT A AGREEMENT Page 168 of 432  VILLAGE OF WINNETKA CONTRACT FOR THE CONSTRUCTION OF POST OFFICE DEMO AND SITE RESTORATION Contract Number: 026-002 Page 169 of 432  VILLAGE OF WINNETKA CONTRACT FOR THE CONSTRUCTION OF POST OFFICE DEMO AND SITE RESTORATION Contract Number: 026-002 TABLE OF CONTENTS Page ARTICLE I The Work ................................................................................................... 1 1.1 Performance of the Work ............................................................................ 1 1.2 Commencement and Completion Dates ...................................................... 2 1.3 Required Submittals .................................................................................... 2 1.4 Review and Interpretation of Contract Provisions ...................................... 3 1.5 Conditions at the Work Site; Record Drawings .......................................... 3 1.6 Technical Ability to Perform ....................................................................... 4 1.7 Financial Ability to Perform ........................................................................ 4 1.8 Time ............................................................................................................. 4 1.9 Safety at the Work Site ................................................................................ 5 1.10 Cleanliness of the Work Site and Environs ................................................. 5 1.11 Damage to the Work, the Work Site, and Other Property ........................... 5 1.12 Subcontractors and Suppliers ...................................................................... 6 1.13 Simultaneous Work By Others .................................................................... 6 1.14 Occupancy Prior to Final Payment .............................................................. 6 1.15 Owner’s Right to Terminate or Suspend Work for Convenience ............... 6 ARTICLE II Changes And Delays .................................................................................. 7 2.1 Changes ....................................................................................................... 7 2.2 Delays .......................................................................................................... 7 ARTICLE III Contractor’s Responsibility For Defective Work ................................... 8 3.1 Inspection; Testing; Correction of Defects .................................................. 8 3.2 Warranty of Work........................................................................................ 8 3.3 Owner’s Right to Correct ............................................................................ 9 ARTICLE IV Financial Assurances ................................................................................. 9 4.1 Bonds ........................................................................................................... 9 4.2 Insurance...................................................................................................... 9 4.3 Indemnification.......................................................................................... 10 ARTICLE V Payment .................................................................................................... 10 5.1 Contract Price ............................................................................................ 10 -i- Page 170 of 432  5.2 Taxes and Benefits .................................................................................... 10 5.3 Progress Payments ..................................................................................... 10 5.4 Final Acceptance and Final Payment ........................................................ 11 5.5 Liens .......................................................................................................... 11 5.6 Deductions ................................................................................................. 12 ARTICLE VI Disputes And Remedies ........................................................................... 13 6.1 Dispute Resolution Procedure ................................................................... 13 6.2 Contractor’s Remedies .............................................................................. 13 6.3 Owner’s Remedies..................................................................................... 13 6.4 Owner’s Special Remedy for Delay .......................................................... 15 6.5 Terminations and Suspensions Deemed for Convenience ........................ 15 ARTICLE VII Legal Relationships And Requirements ................................................ 15 7.1 Binding Effect ........................................................................................... 15 7.2 Relationship of the Parties ......................................................................... 15 7.3 No Collusion/Prohibited Interests ............................................................. 15 7.4 Assignment ................................................................................................ 16 7.5 Confidential Information ........................................................................... 16 7.6 No Waiver ................................................................................................. 16 7.7 No Third Party Beneficiaries ..................................................................... 17 7.8 Notices ....................................................................................................... 17 7.9 Governing Laws ........................................................................................ 17 7.10 Changes in Laws........................................................................................ 18 7.11 Compliance with Laws .............................................................................. 18 7.12 Compliance with Patents ........................................................................... 19 7.13 Time ........................................................................................................... 19 7.14 Severability ................................................................................................ 19 7.15 Entire Agreement....................................................................................... 20 7.16 Amendments .............................................................................................. 20 Contractor’s Certification Attachment A: Supplemental Schedule of Contract Terms Attachment B: Specifications Attachment C: List of Drawings Appendix 1: Prevailing Wage Ordinance Appendix 2: Schedule of Quantities -ii- Page 171 of 432  VILLAGE OF WINNETKA CONTRACT FOR THE CONSTRUCTION OF POST OFFICE DEMO AND SITE RESTORATION Contract Number: 026-002 In consideration of the mutual promises set forth below, the Village of Winnetka, 1390 Willow Road, Winnetka, Illinois, 60093 (“Owner”), and __ Alamp Concrete Contractor (“Contractor”), make this Contract as of _March 3rd _, 20_26_, (the “Effective Date”) and hereby agree as follows: ARTICLE I: THE WORK 1.1 Performance of the Work Contractor, at its sole cost and expense, must provide, perform, and complete all of the following, all of which is herein referred to as the “Work”: 1. Labor, Equipment, Materials, and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all necessary work, labor, services, transportation, equipment, materials, apparatus, machinery, tools, fuels, gas, electric, water, waste disposal, information, data, and other means and items necessary to accomplish the Project at the Work Site, both as defined in Attachment A, in accordance with the specifications attached hereto as Attachment B, the drawings identified in the list attached hereto as Attachment C, and the Special Project Requirements attached hereto as Attachment D. 2. Permits. Except as otherwise provided in Attachment A, procure and furnish all permits, licenses, and other governmental approvals and authorizations necessary in connection therewith. 3. Bonds and Insurance. Procure and furnish all Bonds and all certificates and policies of insurance specified in this Contract. 4. Taxes. Pay all applicable federal, state, and local taxes. 5. Miscellaneous. Do all other things required of Contractor by this Contract, including without limitation arranging for utility and other services needed for the Work and for testing, including the installation of temporary utility lines, wiring, switches, fixtures, hoses, connections, and meters, and providing sufficient sanitary conveniences and shelters to accommodate all workers and all personnel of Owner engaged in the Work. Page 172 of 432  CONTRACT 6. Quality. Provide, perform, and complete all of the foregoing in a proper and workmanlike manner, consistent with the highest standards of professional and construction practices and in full compliance with, and as required by or pursuant to, this Contract, and with the greatest economy, efficiency, and expedition consistent therewith, with only new, undamaged and first quality equipment, materials, and supplies. 1.2 Commencement and Completion Dates Contractor must commence the Work not later than the “Commencement Date” set forth on Attachment A and must diligently and continuously prosecute the Work at such a rate as will allow the Work to be fully provided, performed, and completed in full compliance with this Contract not later than the “Completion Date” set forth in Attachment A. The time of commencement, rate of progress, and time of completion are referred to in this Contract as the “Contract Time.” 1.3 Required Submittals A. Submittals Required. Contractor must submit to Owner all documents, data, and information specifically required to be submitted by Contractor under this Contract and must, in addition, submit to Owner all such drawings, specifications, descriptive information, and engineering documents, data, and information as may be required, or as may be requested by Owner, to show the details of the Work, including a complete description of all equipment, materials, and supplies to be provided under this Contract (“Required Submittals”). Such details must include, but are not limited to, design data, structural and operating features, principal dimensions, space required or provided, clearances required or provided, type and brand of finish, and all similar matters, for all components of the Work. B. Number and Format. Contractor must provide [three] complete sets for each Required Submittal. All Required Submittals, except drawings, must be prepared on white 8-1/2” x 11”. Two blueline prints and one sepia transparency of each drawing must be provided. All drawings must be clearly marked in the lower right-hand corner with the names of Owner and Contractor. C. Time of Submission and Owner’s Review. All Required Submittals must be provided to Owner no later than the time, if any, specified in this Contract for their submission or, if no time for submission is specified, in sufficient time, in Owner’s sole opinion, to permit Owner to review the same prior to the commencement of the part of the Work to which they relate and prior to the purchase of any equipment, materials, or supplies that they describe. Owner will have the right to require such corrections as may be necessary to make such submittals conform to this Contract. All such submittals will, after final processing and review with no exception noted by Owner, become a part of this Contract. No Work related to any submittal may be performed by Contractor until Owner has completed review of such submittal with no exception noted. Owner’s review and stamping of any Required Submittal will be for the sole purpose of examining the general management, design, and details of the proposed Work, does not relieve Contractor of the entire -2- Page 173 of 432  CONTRACT responsibility for the performance of the Work in full compliance with, and as required by or pursuant to this Contract, and may not be regarded as any assumption of risk or liability by Owner. D. Responsibility for Delay. Contractor is responsible for any delay in the Work due to delay in providing Required Submittals conforming to this Contract. 1.4 Review and Interpretation of Contract Provisions Contractor represents and warrants that it has carefully reviewed this Contract, including all of its Attachments, and the drawings identified in Attachment C, all of which are by this reference incorporated into and made a part of this Contract. Contractor must, at no increase in the Contract Price, provide workmanship, equipment, materials, and supplies that fully conform to this Contract. Whenever any equipment, materials or supplies are specified or described in this Contract by using the name or other identifying feature of a proprietary product or the name or other identifying feature of a particular manufacturer or vendor, the specific item mentioned is understood as establishing the type, function and quality desired. Other manufacturers’ or vendors’ products may be accepted, provided that the products proposed are equivalent in substance and function to those named as determined by Owner in its sole and absolute discretion. Contractor must promptly notify Owner of any discrepancy, error, omission, ambiguity, or conflict among any of the provisions of this Contract before proceeding with any Work affected thereby. If Contractor fails to give such notice to Owner, then the subsequent decision of Owner as to which provision of this Contract governs is final, and any corrective work required does not entitle Contractor to any damages, to any compensation in excess of the Contract Price, or to any delay or extension of the Contract Time. When the equipment, materials, or supplies furnished by Contractor cannot be installed as specified in this Contract, Contractor must, without any increase in the Contract Price, make all modifications required to properly install the equipment, materials, or supplies. Any such modification is subject to the prior review and consent of Owner. 1.5 Conditions at the Work Site; Record Drawings Contractor represents and warrants that it has had a sufficient opportunity to conduct a thorough investigation of the Work Site and the surrounding area and has completed such investigation to its satisfaction. Contractor will have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time based upon conditions found at, or in the vicinity of, the Work Site. When information pertaining to subsurface, underground or other concealed conditions, soils analysis, borings, test pits, utility locations or conditions, buried structures, condition of existing structures, and other investigations is or has been provided by Owner, or is or has been otherwise made available to Contractor by Owner, such information is or has been provided or made available solely for the convenience of Contractor and is not part of this Contract. Owner assumes no responsibility whatever in respect to the sufficiency or accuracy of such information, and -3- Page 174 of 432  CONTRACT there is no guaranty or warranty, either expressed or implied, that the conditions indicated are representative of those existing throughout the Work or the Work Site, or that the conditions indicated are representative of those existing at any particular location, or that the conditions indicated may not change, or that unanticipated conditions may not be present. Contractor is solely responsible for locating all existing underground installations by prospecting no later than two workdays prior to any scheduled excavation or trenching, whichever is earlier. Contractor must check all dimensions, elevations, and quantities indicated in this Contract within the same time period as set forth above for prospecting underground installations. Contractor must lay out the Work in accordance with this Contract and must establish and maintain such locations, lines and levels. Wherever pre-existing work is encountered, Contractor must verify and be responsible for dimensions and location of such pre-existing work. Contractor must notify Owner of any discrepancy between the dimensions, elevations and quantities indicated in this Contract and the conditions of the Work Site or any other errors, omissions or discrepancies which Contract may discover during such inspections. Full instructions will be furnished by Owner should such error, omission, or discrepancy be discovered, and Contractor must carry out such instructions as if originally specified and without any increase in Contract Price. Before Final Acceptance of the Work, Contractor must submit to Owner two sets of Drawings of Record, unless a greater number is specified elsewhere in this Contract, indicating al field deviations from Attachment B or the drawings identified in Attachment C. 1.6 Technical Ability to Perform Contractor represents and warrants that it is sufficiently experienced and competent, and has the necessary capital, facilities, plant, organization, and staff, to provide, perform and complete the Work in full compliance with, and as required by or pursuant to, this Contract. 1.7 Financial Ability to Perform Contractor represents and warrants that it is financially solvent, and Contractor has the financial resources necessary to provide, perform and complete the Work in full compliance with, and as required by or pursuant to, this Contract. 1.8 Time Contractor represents and warrants that it is ready, willing, able and prepared to begin the Work on the Commencement Date and that the Contract Time is sufficient time to permit completion of the Work in full compliance with, and as required by or pursuant to, this Contract for the Contract Price, all with due regard to all natural and man-made conditions that may affect the Work or the Work Site and all difficulties, hindrances, and delays that may be incident to the Work. -4- Page 175 of 432  CONTRACT 1.9 Safety at the Work Site Contractor is solely and completely responsible for providing and maintaining safe conditions at the Work Site, including the safety of all persons and property during performance of the Work. This requirement applies continuously and is not limited to normal working hours. Contractor must take all safety precautions as necessary to comply with all applicable laws and to prevent injury to persons and damage to property. Contractor must conduct all of its operations without interruption or interference with vehicular and pedestrian traffic on public and private rights-of-way, unless it has obtained permits therefor from the proper authorities. If any public or private right-of-way are rendered unsafe by Contractor’s operations, Contractor must make such repairs or provide such temporary ways or guards as are acceptable to the proper authorities. 1.10 Cleanliness of the Work Site and Environs Contractor must keep the Work Site and adjacent areas clean at all times during performance of the Work and must, upon completion of the Work, leave the Work Site and adjacent areas in a clean and orderly condition. 1.11 Damage to the Work, the Work Site, and Other Property The Work and everything pertaining thereto is provided, performed, completed, and maintained at the sole risk and cost of Contractor from the Commencement Date until Final Payment. Contractor is fully responsible for the protection of all public and private property and all persons. Without limiting the foregoing, Contractor must, at its own cost and expense, provide all permanent and temporary shoring, anchoring and bracing required by the nature of the Work in order to make all parts absolutely stable and rigid, even when such shoring, anchoring and bracing is not explicitly specified, and support and protect all buildings, bridges, roadways, conduits, wires, water pipes, gas pipes, sewers, pavements, curbs, sidewalks, fixtures and landscaping of all kinds and all other public or private property that may be encountered or endangered in providing, performing and completing the Work. Contractor will have no claim against Owner because of any damage or loss to the Work or to Contractor’s equipment, materials, or supplies from any cause whatsoever, including damage or loss due to simultaneous work by others. Contractor must, promptly and without charge to Owner, repair or replace, to the satisfaction of Owner, any damage done to, and any loss suffered by, the Work and any damage done to, and any loss suffered by, the Work Site or other property as a result of the Work. Notwithstanding any other provision of this Contract, Contractor’s obligations under this Section exist without regard to, and may not be construed to be waived by, the availability or unavailability of any insurance, either of Owner or Contractor, to indemnify, hold harmless, or reimburse Contractor for the cost of any repair or replacement work required by this Section. -5- Page 176 of 432  CONTRACT 1.12 Subcontractors and Suppliers A. Approval and Use of Subcontractors and Suppliers. Contractor must perform the Work with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved by Owner in writing. All subcontractors, suppliers, and subcontracts used by Contractor must be acceptable to, and approved in advance by, Owner. Owner’s approval of any subcontractor, supplier, and subcontract does not relieve Contractor of full responsibility and liability for the provision, performance, and completion of the Work in full compliance with, and as required by or pursuant to, this Contract. All Work performed under any subcontract is subject to all of the provisions of this Contract in the same manner as if performed by employees of Contractor. Every reference in this Contract to “Contractor” is deemed also to refer to all subcontractors and suppliers of Contractor. Every subcontract must include a provision binding the subcontractor or supplier to all provisions of this Contract. B. Removal of Subcontractors and Suppliers. If any subcontractor or supplier fails to perform the part of the Work undertaken by it in a manner satisfactory to Owner, Contractor must immediately upon notice from Owner terminate such subcontractor or supplier. Contractor will have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time as a result of any such termination. 1.13 Simultaneous Work By Others Owner has the right to perform or have performed such other work as Owner may desire in, about, or near the Work Site during the performance of the Work by Contractor. Contractor must make every reasonable effort to perform the Work in such manner as to enable both the Work and such other work to be completed without hindrance or interference from each other. Contractor must afford Owner and other contractors reasonable opportunity for the execution of such other work and must properly coordinate the Work with such other work. 1.14 Occupancy Prior to Final Payment Owner will have the right, at its election, to occupy, use, or place in service any part of the Work prior to Final Payment. Such occupancy, use, or placement in service must be conducted in such manner as not to damage any of the Work or to unreasonably interfere with the progress of the Work. No such occupancy, use, or placement in service may be construed as an acceptance of any of the Work or a release or satisfaction of Contractor’s duty to insure and protect the Work, nor may it, unless conducted in an unreasonable manner, be considered as an interference with Contractor’s provision, performance, or completion of the Work. 1.15 Owner’s Right to Terminate or Suspend Work for Convenience A. Termination or Suspension for Convenience. Owner has the right, for its convenience, to terminate or suspend the Work in whole or in part at any time by written -6- Page 177 of 432  CONTRACT notice to Contractor. Every such notice must state the extent and effective date of such termination or suspension. On such effective date, Contractor must, as and to the extent directed, stop Work under this Contract, cease all placement of further orders or subcontracts, terminate or suspend Work under existing orders and subcontracts, cancel any outstanding orders or subcontracts that may be cancelled, and take any action necessary to protect any property in its possession in which Owner has or may acquire any interest and to dispose of such property in such manner as may be directed by Owner. B. Payment for Completed Work. In the event of any termination pursuant to Subsection 1.15A above, Owner must pay Contractor (1) such direct costs, excluding overhead, as Contractor has paid or incurred for all Work done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination together with ten percent of such costs for overhead and profit; and (2) such other costs pertaining to the Work, exclusive of overhead and profit, as Contractor may have reasonably and necessarily incurred as the result of such termination. Any such payment may be offset by any prior payment or payments and is subject to Owner’s rights to withhold and deduct as provided in this Contract. ARTICLE II: CHANGES AND DELAYS 2.1 Changes Owner has the right, by written order executed by Owner, to make changes in the Contract, the Work, the Work Site, and the Contract Time (“Change Order”). If any Change Order causes an increase or decrease in the amount of the Work, an equitable adjustment in the Contract Price or Contract Time may be made. All claims by Contractor for an equitable adjustment in either the Contract Price or the Contract Time must be made within two business days following receipt of such Change Order, and may, if not made prior to such time, be conclusively deemed to have been waived. No decrease in the amount of the Work caused by any Change Order will entitle Contractor to make any claim for damages, anticipated profits, or other compensation. 2.2 Delays A. Extensions for Unavoidable Delays. For any delay that may result from causes that could not be avoided or controlled by Contractor, Contractor must, upon timely written application, be entitled to issuance of a Change Order providing for an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time will be allowed for any other delay in completion of the Work. B. No Compensation for Delays. No payment, compensation, damages, or adjustment of any kind, other than the extension of the Contract Time provided in Subsection 2.2A above, may be made to, or claimed by, Contractor because of hindrances or delays from any cause in the commencement, prosecution, or completion of the Work, whether caused by Owner or any other party and whether avoidable or unavoidable. -7- Page 178 of 432  CONTRACT ARTICLE III: CONTRACTOR’S RESPONSIBILITY FOR DEFECTIVE WORK 3.1 Inspection; Testing; Correction of Defects A. Inspection. Until Final Payment, all parts of the Work are subject to inspection and testing by Owner or its designated representatives. Contractor must furnish, at its own expense, all reasonable access, assistance, and facilities required by Owner for such inspection and testing. B. Re-Inspection. Re-inspection and re-testing of any Work may be ordered by Owner at any time, and, if so ordered, any covered or closed Work must be uncovered or opened by Contractor. If the Work is found to be in full compliance with this Contract, then Owner must pay the cost of uncovering, opening, re-inspecting, or re-testing, as the case may be. If such Work is not in full compliance with this Contract, then Contractor must pay such cost. C. Correction. Until Final Payment, Contractor must, promptly and without charge, repair, correct, or replace all or any part of the Work that is defective, damaged, flawed, or unsuitable or that in any way fails to conform strictly to the requirements of this Contract. 3.2 Warranty of Work A. Scope of Warranty. Contractor warrants that the Work and all of its components will be free from defects and flaws in design, workmanship, and materials; must strictly conform to the requirements of this Contract; and will be fit, sufficient, and suitable for the purposes expressed in, or reasonably inferred from, this Contract. The warranty herein expressed is in addition to any other warranties expressed in this Contract, or expressed or implied by law, which are hereby reserved unto Owner. B. Repairs; Extension of Warranty. Contractor, promptly and without charge, must correct any failure to fulfill the above warranty that may be discovered or develop at any time within one year after Final Payment or such longer period as may be prescribed in Attachment B or Attachment D to this Contract or by law. The above warranty may be extended automatically to cover all repaired and replacement parts and labor provided or performed under such warranty and Contractor’s obligation to correct Work may be extended for a period of one year from the date of such repair or replacement. The time period established in this Subsection 3.2B relates only to the specific obligation of Contractor to correct Work and may not be construed to establish a period of limitation with respect to other obligations that Contractor has under this Contract. C. Subcontractor and Supplier Warranties. Whenever Attachment B or Attachment D requires a subcontractor or supplier to provide a guaranty or warranty, Contractor is solely responsible for obtaining said guaranty or warranty in form satisfactory to -8- Page 179 of 432  CONTRACT Owner and assigning said warranty or guaranty to Owner. Acceptance of any assigned warranties or guaranties by Owner is a precondition to Final Payment and does not relieve Contractor of any of its guaranty or warranty obligations under this Contract. 3.3 Owner’s Right to Correct If, within two business days after Owner gives Contractor notice of any defect, damage, flaw, unsuitability, nonconformity, or failure to meet warranty subject to correction by Contractor pursuant to Section 3.1 or Section 3.2 of this Contract, Contractor neglects to make, or undertake with due diligence to make, the necessary corrections, then Owner is entitled to make, either with its own forces or with contract forces, the corrections and to recover from Contractor all resulting costs, expenses, losses, or damages, including attorneys’ fees and administrative expenses. ARTICLE IV: FINANCIAL ASSURANCES 4.1 Bonds Contemporaneous with Contractor’s execution of this Contract, Contractor must provide a Performance Bond and a Labor and Material Payment Bond, on forms provided by, or otherwise acceptable to, Owner, from a surety company licensed to do business in the State of Illinois with a general rating of A and a financial size category of Class X or better in Best’s Insurance Guide, each in the penal sum of the Contract Price (“Bonds”). Contractor, at all times while providing, performing, or completing the Work, including, without limitation, at all times while correcting any failure to meet warranty pursuant to Section 3.2 of this Contract, must maintain and keep in force, at Contractor’s expense, the Bonds required hereunder. 4.2 Insurance Contemporaneous with Contractor’s execution of this Contract, Contractor must provide certificates and policies of insurance evidencing the minimum insurance coverages and limits set forth in Attachment A. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies must be in a form, and from companies, acceptable to Owner. Such insurance must provide that no change, modification in, or cancellation of any insurance becomes effective until the expiration of 30 days after written notice thereof has have been given by the insurance company to Owner. Contractor must, at all times while providing, performing, or completing the Work, including, without limitation, at all times while correcting any failure to meet warranty pursuant to Section 3.2 of this Contract, maintain and keep in force, at Contractor’s expense, the minimum insurance coverages and limits set forth in Attachment A. -9- Page 180 of 432  CONTRACT 4.3 Indemnification Contractor hereby agrees to and will indemnify, save harmless, and defend Owner and all of it elected officials, officers, employees, attorneys, agents, and representatives against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including attorneys’ fees and administrative expenses, that may arise, or be alleged to have arisen, out of or in connection with Contractor’s performance of, or failure to perform, the Work or any part thereof, whether or not due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or fault of Contractor, except to the extent caused solely by the negligence of Owner. ARTICLE V: PAYMENT 5.1 Contract Price Owner must pay to Contractor, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Contractor must accept in full satisfaction for providing, performing, and completing the Work, the amount or amounts set forth in Attachment A (the “Contract Price”), subject to any additions, deductions, or withholdings provided for in this Contract. 5.2 Taxes and Benefits Owner is exempt from and will not be responsible to pay, or reimburse Contractor for, any state or local sales, use, or excise taxes. The Contract Price includes all other applicable federal, state, and local taxes of every kind and nature applicable to the Work as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, or premium is hereby waived and released by Contractor. 5.3 Progress Payments A. Payment in Installments. The Contract Price must be paid in monthly installments in the manner set forth in Attachment A (“Progress Payments”). B. Pay Requests. Contractor must, as a condition precedent to its right to receive each Progress Payment, submit to Owner a pay request in the form provided by Owner (“Pay Request”). The first Pay Request must be submitted not sooner than 30 days following commencement of the Work. Owner may, by written notice to Contractor, designate a specific day of each month on or before which Pay Requests must be submitted. Each Pay Request must include (a) Contractor’s certification of the value of, and partial or final waivers of lien covering, all Work for which payment is then requested and (b) Contractor’s certification that all prior Progress Payments have been properly applied to the payment or reimbursement of the costs with respect to which they were paid. -10- Page 181 of 432  CONTRACT C. Work Entire. This Contract and the Work are entire and the Work as a whole is of the essence of this Contract. Notwithstanding any other provision of this Contract, each and every part of this Contract and of the Work are interdependent and common to one another and to Owner’s obligation to pay all or any part of the Contract Price or any other consideration for the Work. Any and all Progress Payments made pursuant to this Article are provided merely for the convenience of Contractor and for no other purpose. 5.4 Final Acceptance and Final Payment A. Notice of Completion. When the Work has been completed and is ready in all respects for acceptance by Owner, Contractor must notify Owner and request a final inspection (“Notice of Completion”). Contractor’s Notice of Completion must be given sufficiently in advance of the Completion Date to allow for scheduling of the final inspection and for completion or correction before the Completion Date of any items identified by such inspection as being defective, damaged, flawed, unsuitable, nonconforming, incomplete, or otherwise not in full compliance with, or as required by or pursuant to, this Contract (“Punch List Work”). B. Punch List and Final Acceptance. The Work may be finally accepted when, and only when, the whole and all parts thereof have been completed to the satisfaction of Owner in full compliance with, and as required by or pursuant to, this Contract. Upon receipt of Contractor’s Notice of Completion, Owner must make a review of the Work and notify Contractor in writing of all Punch List Work, if any, to be completed or corrected. Following Contractor’s completion or correction of all Punch List Work, Owner must make another review of the Work and prepare and deliver to Contractor either a written notice of additional Punch List Work to be completed or corrected or a written notice of final acceptance of the Work (“Final Acceptance”). C. Final Payment. As soon as practicable after Final Acceptance, Contractor must submit to Owner a properly completed final Pay Request in the form provided by Owner (“Final Pay Request”). Owner must pay to Contractor the balance of the Contract Price, after deducting therefrom all charges against Contractor as provided for in this Contract (“Final Payment”). Final Payment must be made not later than 60 days after Owner approves the Final Pay Request. The acceptance by Contractor of Final Payment will operate as a full and complete release of Owner of and from any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses of, by, or to Contractor for anything done, furnished for, arising out of, relating to, or in connection with the Work or for or on account of any act or neglect of Owner arising out of, relating to, or in connection with the Work. 5.5 Liens A. Title. Nothing in this Contract may be construed as vesting in Contractor any right of property in any equipment, materials, supplies, and other items provided under this Contract after they have been installed in, incorporated into, attached to, or affixed to, the Work or the Work Site. All such equipment, materials, supplies, and other items will, upon being so installed, incorporated, attached or affixed, become the property of Owner, but such -11- Page 182 of 432  CONTRACT title will not release Contractor from its duty to insure and protect the Work in accordance with the requirements of this Contract. B. Waivers of Lien. Contractor must, from time to time at Owner’s request and in any event prior to Final Payment, furnish to Owner such receipts, releases, affidavits, certificates, and other evidence as may be necessary to establish, to the reasonable satisfaction of Owner, that no lien against the Work or the public funds held by Owner exists in favor of any person whatsoever for or by reason of any equipment, material, supplies, or other item furnished, labor performed, or other thing done in connection with the Work or this Contract (“Lien”) and that no right to file any Lien exists in favor of any person whatsoever. C. Removal of Liens. If at any time any notice of any Lien is filed, then Contractor must, promptly and without charge, discharge, remove, or otherwise dispose of such Lien. Until such discharge, removal, or disposition, Owner will have the right to retain from any money payable hereunder an amount that Owner, in its sole judgment, deems necessary to satisfy such Lien and to pay the costs and expenses, including attorneys’ fees and administrative expenses, of any actions brought in connection therewith or by reason thereof. D. Protection of Owner Only. This Section does not operate to relieve Contractor’s surety or sureties from any of their obligations under the Bonds, nor may it be deemed to vest any right, interest, or entitlement in any subcontractor or supplier. Owner’s retention of funds pursuant to this Section is deemed solely for the protection of its own interests pending removal of such Liens by Contractor, and Owner will have no obligation to apply such funds to such removal but may, nevertheless, do so where Owner’s interests would thereby be served. 5.6 Deductions A. Owner’s Right to Withhold. Notwithstanding any other provision of this Contract and without prejudice to any of Owner’s other rights or remedies, Owner will have the right at any time or times, whether before or after approval of any Pay Request, to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any actual or prospective loss due to: (1) Work that is defective, damaged, flawed, unsuitable, nonconforming, or incomplete; (2) damage for which Contractor is liable under this Contract; (3) state or local sales, use, or excise taxes from which Owner is exempt; (4) Liens or claims of Lien regardless of merit; (5) claims of subcontractors, suppliers, or other persons regardless of merit; (6) delay in the progress or completion of the Work; (7) inability of Contractor to complete the Work; (8) failure of Contractor to properly complete or document any Pay Request; (9) any other failure of Contractor to perform any of its obligations under this Contract; or (10) the cost to Owner, including attorneys’ fees and administrative costs, of correcting any of the aforesaid matters or exercising any one or more of Owner’s remedies set forth in Section 6.3 of this Contract. B. Use of Withheld Funds. Owner is entitled to retain any and all amounts withheld pursuant to Subsection 5.6A above until Contractor has either performed the -12- Page 183 of 432  CONTRACT obligations in question or furnished security for such performance satisfactory to Owner. Owner is entitled to apply any money withheld or any other money due Contractor under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, attorneys’ fees and administrative expenses incurred, suffered, or sustained by Owner and chargeable to Contractor under this Contract. ARTICLE VI: DISPUTES AND REMEDIES 6.1 Dispute Resolution Procedure A. Notice of Disputes and Objections. If Contractor disputes or objects to any requirement, direction, instruction, interpretation, determination, or decision of Owner, Contractor may notify Owner in writing of its dispute or objection and of the amount of any equitable adjustment to the Contract Price or Contract Time to which Contractor claims it will be entitled as a result thereof; provided, however, that Contractor must, nevertheless, proceed without delay to perform the Work as required, directed, instructed, interpreted, determined, or decided by Owner, without regard to such dispute or objection. Unless Contractor so notifies Owner within two business days after receipt of such requirement, direction, instruction, interpretation, determination, or decision, Contractor is conclusively deemed to have waived all such disputes or objections and all claims based thereon. B. Negotiation of Disputes and Objections. To avoid and settle without litigation any such dispute or objection, Owner and Contractor agree to engage in good faith negotiations. Within three business days after Owner’s receipt of Contractor’s written notice of dispute or objection, a conference between Owner and Contractor will be held to resolve the dispute. Within three business days after the end of the conference, Owner must render its final decision, in writing, to Contractor. If Contractor objects to the final decision of Owner, then it must, within three business days, give Owner notice thereof and, in such notice, must state its final demand for settlement of the dispute. Unless Contractor so notifies Owner, Contractor will be conclusively deemed (1) to have agreed to and accepted Owner’s final decision and (2) to have waived all claims based on such final decision. 6.2 Contractor’s Remedies If Owner fails or refuses to satisfy a final demand made by Contractor pursuant to Section 6.1 of this Contract, or to otherwise resolve the dispute which is the subject of such demand to the satisfaction of Contractor, within 10 days after receipt of such demand, then Contractor will be entitled to pursue such remedies, not inconsistent with the provisions of this Contract, as it may have in law or equity. 6.3 Owner’s Remedies If it should appear at any time prior to Final Payment that Contractor has failed or refused to prosecute, or has delayed in the prosecution of, the Work with diligence at a rate that assures completion of the Work in full compliance with the requirements of this Contract on or before the Completion Date, or has attempted to assign this Contract or Contractor’s -13- Page 184 of 432  CONTRACT rights under this Contract, either in whole or in part, or has falsely made any representation or warranty in this Contract, or has otherwise failed, refused, or delayed to perform or satisfy any other requirement of this Contract or has failed to pay its debts as they come due (“Event of Default”), and has failed to cure any such Event of Default within five business days after Contractor’s receipt of written notice of such Event of Default, then Owner will have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Owner may require Contractor, within such reasonable time as may be fixed by Owner, to complete or correct all or any part of the Work that is defective, damaged, flawed, unsuitable, nonconforming, or incomplete; to remove from the Work Site any such Work; to accelerate all or any part of the Work; and to take any or all other action necessary to bring Contractor and the Work into strict compliance with this Contract. 2. Owner may perform or have performed all Work necessary for the accomplishment of the results stated in Paragraph 1 above and withhold or recover from Contractor all the cost and expense, including attorneys’ fees and administrative costs, incurred by Owner in connection therewith. 3. Owner may accept the defective, damaged, flawed, unsuitable, nonconforming, incomplete, or dilatory Work or part thereof and make an equitable reduction in the Contract Price. 4. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. 5. Owner may, without terminating this Contract, terminate Contractor’s rights under this Contract and, for the purpose of completing or correcting the Work, evict Contractor and take possession of all equipment, materials, supplies, tools, appliances, plans, specifications, schedules, manuals, drawings, and other papers relating to the Work, whether at the Work Site or elsewhere, and either complete or correct the Work with its own forces or contracted forces, all at Contractor’s expense. 6. Upon any termination of this Contract or of Contractor’s rights under this Contract, and at Owner’s option exercised in writing, any or all subcontracts and supplier contracts of Contractor will be deemed to be assigned to Owner without any further action being required, but Owner may not thereby assume any obligation for payments due under such subcontracts and supplier contracts for any Work provided or performed prior to such assignment. 7. Owner may withhold from any Progress Payment or Final Payment, whether or not previously approved, or may recover from Contractor, any and all costs, including attorneys’ fees and administrative expenses, incurred by Owner as -14- Page 185 of 432  CONTRACT the result of any Event of Default or as a result of actions taken by Owner in response to any Event of Default. 8. Owner may recover any damages suffered by Owner. 6.4 Owner’s Additional Remedy for Delay If the Work is not completed by Contractor, in full compliance with, and as required by or pursuant to, this Contract, within the Contract Time as such time may be extended by Change Order, then Owner may invoke its remedies under Section 6.3 of this Contract or may, in the exercise of its sole and absolute discretion, permit Contractor to complete the Work but charge to Contractor, and deduct from any Progress or Final Payments, whether or not previously approved, administrative expenses and costs for each day completion of the Work is delayed beyond the Completion Date, computed on the basis of the “Per Diem Administrative Charge” set forth in Attachment A, as well as any additional damages caused by such delay. 6.5 Terminations and Suspensions Deemed for Convenience Any termination or suspension of Contractor’s rights under this Contract for an alleged default that is ultimately held unjustified will automatically be deemed to be a termination or suspension for the convenience of Owner under Section 1.15 of this Contract. ARTICLE VII: LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract is binding on Owner and Contractor and on their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. Every reference in this Contract to a party is deemed to be a reference to the authorized officers, employees, agents, and representatives of such party. 7.2 Relationship of the Parties Contractor will act as an independent contractor in providing and performing the Work. Nothing in, nor done pursuant to, this Contract may be construed (1) to create the relationship of principal and agent, partners, or joint venturers between Owner and Contractor or (2) except as provided in Paragraph 6.3(6) above, to create any relationship between Owner and any subcontractor or supplier of Contractor. 7.3 No Collusion/Prohibited Interests Contractor hereby represents that the only persons, firms, or corporations interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person, firm, or corporation. -15- Page 186 of 432  CONTRACT If at any time it is found that Contractor has, in procuring this Contract, colluded with any other person, firm, or corporation, then Contractor will be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract will, at Owner’s option, be null and void. Contractor hereby represents ands warrants that neither Contractor nor any person affiliated with Contractor or that has an economic interest in Contractor or that has or will have an interest in the Work or will participate, in any manner whatsoever, in the Work is acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism, and neither Contractor nor any person affiliated with Contractor or that has an economic interest in Contractor or that has or will have an interest in the Work or will participate, in any manner whatsoever, in the Work is, directly or indirectly, engaged in, or facilitating, the Work on behalf of any such person, group, entity or nation. 7.4 Assignment Contractor may not (1) assign this Contract in whole or in part, (2) assign any of Contractor’s rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner’s prior written approval will not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Contractor. 7.5 Confidential Information All information supplied by Owner to Contractor for or in connection with this Contract or the Work must be held confidential by Contractor and may not, without the prior express written consent of Owner, be used for any purpose other than performance of the Work. 7.6 No Waiver No examination, inspection, investigation, test, measurement, review, determination, decision, certificate, or approval by Owner, nor any order by Owner for the payment of money, nor any payment for, or use, occupancy, possession, or acceptance of, the whole or any part of the Work by Owner, nor any extension of time granted by Owner, nor any delay by Owner in exercising any right under this Contract, nor any other act or omission of Owner may constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming or incomplete Work, equipment, materials, or supplies, nor operate to waive or otherwise diminish the effect of any warranty or representation made by -16- Page 187 of 432  CONTRACT Contractor; or of any requirement or provision of this Contract; or of any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation other than Contractor may be made or be valid against Owner. 7.8 Notices All notices required or permitted to be given under this Contract must be in writing and are deemed received by the addressee thereof when delivered in person on a business day at the address set forth below or on the third business day after being deposited in any main or branch United States post office, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner must be addressed to, and delivered at, the following address: with a copy to: Village of Winnetka Elrod Friedman LLP 510 Green Bay Road 325 N LaSalle Street, Suite 450 Winnetka, IL 60093 Chicago, Illinois 60654 Attention: Timothy Sloth Attention: Peter M. Friedman Notices and communications to Contractor must be addressed to, and delivered at, the following address: with a copy to: Contractor Name: A Lamp Concrete Contractors, Inc. Contractor Address: 1900 Wright Blvd. Schaumburg, IL 60193 The foregoing may not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section, Owner and Contractor each have the right to change the address or addressee or both for all future notices to it, but no notice of a change of address is effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Contractor under this Contract will be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. -17- Page 188 of 432  CONTRACT 7.10 Changes in Laws Unless otherwise explicitly provided in this Contract, any reference to laws includes such laws as they may be amended or modified from time to time. 7.11 Compliance with Laws A. Compliance Required. Contractor must give all notices, pay all fees, and take all other action that may be necessary to ensure that the Work is provided, performed, and completed in accordance with all required governmental permits, licenses or other approvals and authorizations that may be required in connection with providing, performing, and completing the Work, and with all applicable statutes, ordinances, rules, and regulations, including without limitation the Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq. (see Subsection C of this Section) (a copy of Owner’s ordinance ascertaining the prevailing rate of wages, in effect as of the date of this Contract, has been attached as an Appendix to this Contract; if the Illinois Department of Labor revises the prevailing rate of hourly wages to be paid, the revised rate applies to this Contract); any other applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes requiring preference to laborers of specified classes; the Illinois Steel Products Procurement Act, 30 ILCS 565/1 et seq.; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq., and the Public Works Discrimination Act, 775 ILCS 10/0.01 et seq.; and any statutes regarding safety or the performance of the Work, including the Illinois Underground Utility Facilities Damage Prevention Act, 220 ILCS 50/1 et seq., and the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq. B. Liability for Fines, Penalties. Contractor is solely liable for any fines or civil penalties that are imposed by any governmental or quasi-governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with Contractor’s, or its subcontractors’ or suppliers’, performance of, or failure to perform, the Work or any part thereof. C. Prevailing Wage Act. Contractor and each subcontractor, in order to comply with the Prevailing Wage Act, 820 ILCS 130/0.01 et seq. (the “Act”), must submit to the Village of Winnetka a certified payroll on a monthly basis, in accordance with Section 5 of the Act. The certified payroll must consist of a complete copy of those records required to be made and kept by the Act. The certified payroll must be accompanied by a statement signed by the contractor or subcontractor that certifies that (1) such records are true and accurate, (2) the hourly rate paid is not less than the general prevailing rate of hourly wages required by the Act, and (3) the contractor or subcontractor is aware that filing a certified payroll that he or she knows to be false is a Class B misdemeanor. Contractor may rely on the certification of a subcontractor, provided that Contractor does not knowingly rely on a subcontractor’s false certification. On two business days’ notice, Contractor and each subcontractor must make available for inspection the records required to be made and kept by the Act (i) to the Village -18- Page 189 of 432  CONTRACT of Winnetka and its officers and agents and to the Director of the Illinois Department of Labor and his or her deputies and agents and (ii) at all reasonable hours at a location within the State. D. Required Provisions Deemed Inserted. Every provision of law required by law to be inserted into this Contract is deemed to be inserted herein. 7.12 Compliance with Patents A. Assumption of Costs, Royalties, and Fees. Contractor will pay or cause to be paid all costs, royalties, and fees arising from the use on, or the incorporation into, the Work, of patented equipment, materials, supplies, tools, appliances, devices, processes, or inventions. B. Effect of Contractor Being Enjoined. Should Contractor be enjoined from furnishing or using any equipment, materials, supplies, tools, appliances, devices, processes, or inventions supplied or required to be supplied or used under this Contract, Contractor must promptly offer substitute equipment, materials, supplies, tools, appliances, devices, processes, or inventions in lieu thereof, of equal efficiency, quality, suitability, and market value, for review by Owner. If Owner should disapprove the offered substitutes and should elect, in lieu of a substitution, to have supplied, and to retain and use, any such equipment, materials, supplies, tools, appliances, devices, processes, or inventions as may by this Contract be required to be supplied, Contractor must pay such royalties and secure such valid licenses as may be requisite and necessary for Owner to use such equipment, materials, supplies, tools, appliances, devices, processes, or inventions without being disturbed or in any way interfered with by any proceeding in law or equity on account thereof. Should Contractor neglect or refuse to make any approved substitution promptly, or to pay such royalties and secure such licenses as may be necessary, then Owner will have the right to make such substitution, or Owner may pay such royalties and secure such licenses and charge the cost thereof against any money due Contractor from Owner or recover the amount thereof from Contractor and its surety or sureties notwithstanding that Final Payment may have been made. 7.13 Time The Contract Time is of the essence of this Contract. Except where otherwise stated, references in this Contract to days is construed to refer to calendar days. 7.14 Severability The provisions of this Contract will be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract is held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract will be in any way affected thereby. -19- Page 190 of 432 Page 191 of 432 Page 192 of 432  ATTACHMENT 2 To: Village of Winnetka Contact: Jim Bernahl Address: c/o Finance Department, 510 Green Bay Road Phone: (847) 501-6000 Winnetka, IL 60093 Fax: (847) 716-3561 Project Name: WINNETKA - POST OFFICE DEMOLITION & RESTORATION Bid Number: Project Location: Bid Date: 2/20/2026 Item # Item Description Estimated Quantity Unit Unit Price Total Price 1 EARTH EXCAVATION- 14" (SPECIAL) 250.000 CY $55.00 $13,750.00 2 GEOTECHNICAL FABRIC FOR GROUND STABILIZATION 624.000 SY $2.25 $1,404.00 3 AGGREGATE BASE COURSE, TYPE B, 6" 104.000 CY $115.00 $11,960.00 4 HOT MIX ASPHALT BINDER COURSE, IL-19, N50, 6" 231.000 TON $125.00 $28,875.00 5 HOT MIX ASPHALT SURFACE COURSE, MIX C, N50, 2" 527.000 TON $135.00 $71,145.00 6 HOT MIX ASPHALT SURFACE REMOVAL (MILLING) 3,655.000 SY $5.25 $19,188.75 7 BITUMINOUS MATERIAL (PRIME COAT) 20.000 GAL $5.00 $100.00 8 AGGREGATE (PRIME COAT) 1.000 TON $100.00 $100.00 9 PCC SIDEWALK REMOVAL & REPLACEMENT, 5" 3,420.000 SF $15.00 $51,300.00 10 COMBINATION CONCRETE CURB & GUTTER 750.000 FOOT $50.00 $37,500.00 11 THERMOPLASTIC PAVEMENT MARKING-LINE, 4" 2,636.000 FOOT $1.35 $3,558.60 WHITE/YELLOW 12 THERMOPLASTIC PAVEMENT MARKING-LINE, 6" 80.000 FOOT $1.85 $148.00 WHITE/YELLOW 13 THERMOPLASTIC PAVEMENT MARKING-LINE, 12" 80.000 FOOT $3.60 $288.00 WHITE/YELLOW 14 THERMOPLASTIC PAVEMENT MARKING-LINE, 24" 20.000 FOOT $7.25 $145.00 WHITE/YELLOW 15 THERMOPLASTIC PAVEMENT MARKING-LETTERS & 100.000 SF $16.50 $1,650.00 SYMBOLS 16 CATCH BASINS, TYPE D, 2' DIA., WITH FRAME & GRATE 1.000 EACH $5,400.00 $5,400.00 17 INLETS, TYPE A, WITH FRAME & GRATE 2.000 EACH $5,400.00 $10,800.00 18 STORM SEWERS, PVC SDR 26, 6" 150.000 FOOT $150.00 $22,500.00 19 STORM SEWERS, PVC SDR 26, 8" 75.000 FOOT $170.00 $12,750.00 20 MANHOLE/ CATCH BASIN TO BE ADJUSTED 2.000 EACH $1,150.00 $2,300.00 21 TOPSOIL FURNISH & PLACE - 6" 350.000 CY $65.00 $22,750.00 22 SODDING - 4FT ROLLS 2,100.000 SY $12.00 $25,200.00 23 RPZ AND WATER SERVICE CONNECTION 1.000 LS $10,000.00 $10,000.00 24 TRAFFIC CONTROL & PROTECTION STANDARDS 1.000 LS $35,000.65 $35,000.65 25 DEMOLITION COST 1.000 LS $170,286.00 $170,286.00 26 ENVIRONMENTAL (ASBESTOS ABATEMENT) 1.000 LS $26,750.00 $26,750.00 Total Bid Price: $584,849.00 Notes: • The above pricing excludes specialty insurance policies. • The pricing is based on straight time hours. No overtime work is included. • No modification to this proposal without prior consent from A Lamp Concrete Contractors, Inc. • Pricing includes 1 mobilization. Any additional mobilizations will incur additional costs. 2/22/2026 11:04:19 AM Page 1 of 2 Page 193 of 432 • The scope of demolition work includes the following: · Provide 6' chainlink fence with screen around perimeter · Demolish and remove existing structure · Remove rear parking lot and foundation walls · Fill and compact building and parking lot footprint to match surrounding grades. • Asbestos abatement to be performed by Vortex Environmental, Inc. • Work must be completed 5.31.2026 ACCEPTED: CONFIRMED: The above prices, specifications and conditions are satisfactory A Lamp Concrete and hereby accepted. Buyer: Signature: Authorized Signature: Date of Acceptance: Estimator: Jeff Moyer (847) 891-6000 jmoyer@alampconcrete.com 2/22/2026 11:04:19 AM Page 2 of 2 Page 194 of 432  ATTACHMENT 3 N DWYER PARK Existing Pavement Setup RPZ for Irrigation System with To Be Resurface Decorative cover (Refer Detail) Existing Pavement Proposed Storm Sewer Electrical controller will be install by W&E To Be Resurface 8" PVC SDR 26 New Pavement Area Proposed Storm Sewer 19.23 ft 6" PVC SDR 26 19.5 ft DWYER CT New Pavement Area 16.0 ft 16.0 ft 15.5 ft 105 ft 25.5 ft 26.75 ft 26.0 ft 27.8 ft New Sidewalk New Sidewalk ELM ST Site Restore New Curb with grass New Curb OAK ST 175 ft 24.0 ft Existing Landscaping Area Ex. Sidewalk Remains CHESTNUT ST Restore with dirt & mulch VILLAGE OF WINNETKA PROPOSED PLAN EXHIBIT 2026 POST OFFICE SITE RESTORATION 6 8 Page 195 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-23-2026: Approving a Contract with Yellowstone Landscape for the Purchase and Planting of Parkway Trees (Adoption) PRESENTER: Andrew Lueck AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: The FY 2026 Village budget contains $70,000 for planting trees on Village parkways and rights-of-way, in account 100.35.26-545. EXECUTIVE SUMMARY: On February 12, 2026, the Village held a bid opening for the 2026 Tree Planting Program request for bids. The program includes the planting of approximately 202 trees on Village parkways in 2026. The request called for itemized pricing of various tree species at specified sizes and quantities. Three firms responded to the request, and their bids are summarized as follows: Yellowstone Landscape Group - $58,648 total cost (170 trees). $344.99 per tree Arthur Weiler - $72,180 total cost (174 trees) $414.83 per tree Superior Enterprises - $217,790 total cost (200 trees). $1088.95 per tree Yellowstone provided the lowest bid on 45 species-size combinations, with an associated quantity of 160 trees. Arthur Weiler provided the lowest bid on 11 species-size combinations, with an associated quantity of 27 trees. Superior Enterprises did not provide the lowest bid on any species-size combination. The number of trees shown for each bid indicates the number of trees in each species- size combination for which a bid was provided by each firm. The total cost provided by Yellowstone for 2026 only accounted for the planting of 170 trees, as no bid was provided for 15 size-species combinations (32 trees). At Yellowstone's average cost per tree of $344.99, the total cost to install 202 trees in the Village in 2026 would be $69,687.98. The Village has not previously contracted with Yellowstone Landscapes, but the firm has performed similar work for nearby municipalities and references gave a favorable review of their performance. Also, trees for the contract will be provided through Goodmark Nurseries which previously provided trees for the Village parkway tree planting program from 2018-2022 in a satisfactory manner. Page 196 of 432 Village staff recommends awarding the 2026 Village Tree Planting Program contract to Yellowstone Landscape Group. Resolution R-23-2026 awards a contract to Yellowstone Landscape Group for Parkway Tree Planting in the amount not to exceed $70,000. RECOMMENDATION: Consider adopting Resolution No. R-23-2026 awarding a contract to Yellowstone Landscape Group for Parkway Tree Planting in an amount not to exceed $70,000, with the option to extend the contract into 2027 and 2028. ATTACHMENTS: 1. Attachment 1: Resolution No. R-23-2026: Approving a Contract with Yellowstone Landscape for the Purchase and Planting of Parkway Trees 2. Attachment 2: 2026 Parkway Tree Planting Bid Tab Page 197 of 432  ATTACHMENT 1 RESOLUTION NO. R-23-2026 A RESOLUTION APPROVING A CONTRACT WITH YELLOWSTONE LANDSCAPE FOR THE PURCHASE AND PLANTING OF PARKWAY TREES WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Village issued Bid No. 026-004 for the purchase and planting of trees on Village-owned parkways (“Work”); and WHEREAS, the Village received bids for the Work and opened the bids on February 12, 2026; and WHEREAS, pursuant to Chapter 4.12 of the Village Code and the Village’s purchasing manual, the Village Council has determined that Yellowstone Landscape (“Contractor”) is the lowest responsive and responsible bidder to provide the Work; and WHEREAS, the Village Council desires to enter into a one-year contract, with an option to extend an additional two years, with Contractor for Contractor to provide the Work to the Village in an amount not to exceed $70,000 annually (“Contract”); and WHEREAS, the Village Council has determined that it is in the best interests of the Village and its residents to enter into the Contract with Contractor; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF CONTRACT. The Village Council hereby approves the Contract in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Manager. SECTION 3: AUTHORIZATION TO EXECUTE CONTRACT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Contract after receipt by the Village Manager of two executed copies of the final Contract from Contractor; provided, however, that if the Village Manager does not receive two executed copies of the final Contract from Contractor within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the Contract will, at the option of the Village Council, be null and void. SECTION 4: AUTHORIZATION TO EXERCISE OPTION TO EXTEND CONTRACT. The Village Council hereby authorizes the Village Manager to exercise, on behalf of the Village, the renewal options of the Contract (“Extensions”) for 2027 and 2028 if: (a) the March 3, 2026 R-23-2026 Page 198 of 432 Village Manager determines, in their discretion, that the Extensions are favorable to the Village; and (b) the Extensions are substantially similar to the extensions set forth in the Contract. This Resolution is not to be deemed or interpreted as obligating the Village Manager to execute the Extensions. SECTION 5: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-23-2026 Page 199 of 432  EXHIBIT A CONTRACT March 3, 2026 R-23-2026 Page 200 of 432 Page 201 of 432  the Village will not pay more than the line item prices as B. Insurance. If this Contract is accepted, Bidder proposes outlined in Attachment A. and agrees that Bidder shall provide certificates of insurance evidencing the minimum insurance coverage and limits set forth B. Basis for Determining Prices. It is expressly understood below within 10 days after Owner’s acceptance of this Contract. and agreed that: Such insurance shall be in form, and from companies, acceptable to Owner and shall name Owner, including its 1. All prices stated in the Schedule of Prices are firm and shall Council members and elected and appointed officials, its not be subject to escalation or change; officers, employees, agents, attorneys, consultants, and representatives, as an Additional Insured. The insurance 2. Owner is not subject to state or local sales, use, and excise coverage and limits set forth below shall be deemed to be taxes, that no such taxes are included in the Schedule of minimum coverage and limits and shall not be construed in any Prices, and that all claim or right to claim any additional way as a limitation on Bidder’s duty to carry adequate insurance compensation by reason of the payment of any such tax is or on Bidder’s liability for losses or damages under this Contract. hereby waived and released; The minimum insurance coverage and limits that shall be maintained at all times while providing, performing, or 3. All other applicable federal, state, and local taxes of every kind completing the Work are as follows: and nature applicable to the Work are included in the Schedule of Prices; and 1. Workers’ Compensation and Employer’s Liability 4. Any items of Work not specifically listed or referred to in the Limits shall not be less than: Schedule of Prices, or not specifically included for payment under any Unit Price Item, shall be deemed incidental to the Worker’s Compensation: Statutory Contract Price, shall not be measured for payment, and shall not be paid for separately except as incidental to the Contract Employer’s Liability: $500,000 each accident-injury; $500,000 Price, including without limitation extraordinary equipment each employee-disease; $500,000 disease-policy. repair, the cost of transportation, packing, cartage, and containers, the cost of preparing schedules and submittals, Such insurance shall evidence that coverage applies to the the cost or rental of small tools or buildings, the cost of utilities State of Illinois and provide a waiver of subrogation in favor of and sanitary conveniences, and any portion of the time of Owner. Bidder, its superintendents, or its office and engineering staff. 2. Commercial Motor Vehicle Liability C. Time of Payment. It is expressly understood and agreed that all payments shall be made in accordance with the Limits for vehicles owned, non-owned or rented shall not be following schedule: less than: Invoice to Village upon Work completion. Payment $1,000,000 Bodily Injury and Property Damage Combined upon acceptance by Village. Single Limit All payments may be subject to deduction or set off by reason 3. Commercial General Liability of any failure of Bidder to perform under this Contract/Proposal. Limits shall not be less than: 3. Contract Time $1,000,000 Bodily Injury and Property Damage Combined If this Contract is accepted, Bidder proposes and agrees Single Limit. that Bidder shall commence the Work within 10 days after Owner’s acceptance of the Contract provided Bidder shall have Coverage is to be written on an “occurrence” basis. furnished to Owner all bonds and all insurance certificates Coverage to include: specified in this Contract (the “Commencement Date”). If this Contract is accepted, Bidder proposes and agrees that Bidder - Premises Operations shall perform the Work diligently and continuously and shall - Products/Completed Operations complete the Work by December 15, 2026. - Independent Contractors - Personal Injury (with Employment Exclusion deleted) 4. Financial Assurance - Broad Form Property Damage Endorsement - “X,” “C,” and “U” A. Bonds. No bid bond required. - Contractual Liability Contractual Liability coverage shall specifically include the indemnification set forth below. 4. Umbrella Liability Limits shall not be less than: $2,000,000 Bodily Injury and Property Damage Combined Single Limit. This Coverage shall apply in excess of the limits stated in 1, 2, and 3 above. RFB #026-004 -4- Village of Winnetka Page 202 of 432  C. Prevailing Wage Act. All work activities shall comply C. Indemnification. If this Contract is accepted, Bidder with the Prevailing Wage Act. proposes and agrees that Bidder shall indemnify, save harmless, and defend Owner against all damages, liability, D. Not Barred. Bidder is not barred by law from contracting claims, losses, and expenses (including attorneys’ fees) that with Owner or with any other unit of state or local government as may arise, or be alleged to have arisen, out of or in connection a result of (i) a violation of either Section 33E-3 or Section 33E- with Bidder’s performance of, or failure to perform, the Work or 4 of Article 33 of the Criminal Code of 1961, 720 ILCS 5/33E-1 et any part thereof, or any failure to meet the representations and seq.; or (ii) a violation of the USA Patriot Act of 2001, 107 Public warranties set forth in Section 6 of this Contract. Law 56 (October 26, 2001) (the “Patriot Act”) or other statutes, orders, rules, and regulations of the United States government D. Penalties. If this Contract is accepted, Bidder proposes and its various executive departments, agencies and offices and agrees that Bidder shall be solely liable for any fines or civil related to the subject matter of the Patriot Act, including, but not penalties that are imposed by any governmental or quasi- limited to, Executive Order 13224 effective September 24, 2001. governmental agency or body that may arise, or be alleged to Bidder is not acting, directly or indirectly, for or on behalf of any have arisen, out of or in connection with Bidder’s performance person, group, entity or nation named by the United States of, or failure to perform, the Work or any part thereof. Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity 5. Firm Contract or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; All prices and other terms stated in this Contract are firm and Bidder is not engaged in this transaction directly or indirectly and shall not be subject to withdrawal, escalation, or change on behalf of, or facilitating this transaction directly or indirectly provided Owner accepts this Contract within 45 days after the on behalf of, any such person, group, entity or nation. date the bidder’s contract proposal is opened. E. Qualified. Bidder has the requisite experience, ability, 6. Bidder’s Representations and Warranties capital, facilities, plant, organization, and staff to enable Bidder to perform the Work successfully and promptly and to To induce Owner to accept this Contract, Bidder hereby commence and complete the Work within the Contract Price and represents and warrants as follows: Contract Time set forth above. A. The Work. The Work, and all of its components, (1) 7. Acknowledgements shall be of merchantable quality; (2) shall be free from any latent or patent defects and flaws in workmanship, materials, and In submitting this Contract, Bidder acknowledges and design; (3) shall strictly conform to the requirements of this agrees that: Contract, including without limitation the performance standards set forth in Section 1B of this Contract; and (4) shall be fit, A. Reliance. Owner is relying on all warranties, sufficient, and suitable for the purposes expressed in, or representations, and statements made by Bidder in this reasonably inferred from, this Contract and the warranties Contract. expressed herein shall be in addition to any other warranties expressed or implied by law, which are hereby reserved unto B. Reservation of Rights. Owner reserves the right to Owner. Bidder, promptly and without charge, shall correct any reject any and all proposals, reserves the right to reject the low failure to fulfill the above warranty at any time within five years price proposal, and reserves such other rights as are set forth in after final payment or such longer period as may be prescribed the Instructions to Bidders. in the performance standards set forth in Section 1B of this Contract or by law. The above warranty shall be extended C. Acceptance. If this Contract is accepted, Bidder shall automatically to cover all repaired and replacement parts and be bound by each and every term, condition, or provision labor provided or performed under such warranty and Bidder’s contained in this Contract and in Owner’s written notification of obligation to correct Work shall be extended for a period of two acceptance in the form included in this bound set of documents. years from the date of such repair or replacement. The time period established in this Section 6A relates only to the specific D. Remedies. Each of the rights and remedies reserved to obligation of Bidder to correct Work and shall not be construed Owner in this Contract shall be cumulative and additional to any to establish a period of limitation with respect to other obligations other or further remedies provided in law or equity or in this that Bidder has under this Contract. Contract. B. Compliance with Laws. The Work, and all of its E. Time. Time is of the essence for this Contract and, components, shall be provided, performed, and completed in except where stated otherwise, references in this Contract to compliance with, and Bidder agrees to be bound by, all days shall be construed to refer to calendar days. applicable federal, state, and local laws, orders, rules, and regulations, as they may be modified or amended from time to F. No Waiver. No examination, inspection, investigation, time, including without limitation the Illinois Prevailing Wage Act, test, measurement, review, determination, decision, certificate, 820 ILCS 130/0.01 et seq. and any other prevailing wage laws; or approval by Owner, whether before or after Owner’s any statutes requiring preference to laborers of specified acceptance of this Contract; nor any information or data supplied classes; the Illinois Steel Products Procurement Act, 30 ILCS by Owner, whether before or after Owner’s acceptance of this 565/1 et seq.; any statutes prohibiting discrimination because of, Contract; nor any order by Owner for the payment of money; nor or requiring affirmative action based on, race, creed, color, any payment for, or use, possession, or acceptance of, the whole national origin, age, sex, or other prohibited classification; and or any part of the Work by Owner; nor any extension of time any statutes regarding safety or the performance of the Work. granted by Owner; nor any delay by Owner in exercising any right under this Contract; nor any other act or RFB #026-004 -5- Village of Winnetka Page 203 of 432 omission of Owner shall constitute or be deemed to be an acceptance of any defective, damaged, or nonconforming Work, nor operate to waive or otherwise diminish the effect of any representation or warranty made by Bidder; or of any requirement or provision of this Contract; or of any remedy, power, or right of Owner. G. Severability. The provisions of this Contract/ Proposal shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. H. Amendments. No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Bidder, except that Owner has the right, by written order executed by Owner, to make changes in the Work (“Change Order”). If any Change Order causes an increase or decrease in the amount of the Work, then an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Work caused by any Change Order shall entitle Bidder to make any claim for damages, anticipated profits, or other compensation. I. Assignment. Neither this Contract, nor any interest herein, shall be assigned or subcontracted, in whole or in part, by Bidder except upon the prior written consent of Owner. J. Governing Law. This Contract, and the rights of the parties under this Contract shall be interpreted according to the internal laws, but not the conflict of law rules, of the State of Illinois. Every provision of law required by law to be inserted into this Contract/Proposal shall be deemed to be inserted herein. RFB #026-004 -6- Village of Winnetka Page 204 of 432 Page 205 of 432 Page 206 of 432 Page 207 of 432 Page 208 of 432 Page 209 of 432 Page 210 of 432 Page 211 of 432  ACCEPTANCE The Contract attached hereto and by this reference incorporated herein and made a part hereof is hereby accepted by the order of the Village of Winnetka (“Owner”) as of , 20 . This Acceptance, together with the Contract attached hereto, constitutes the entire and only agreement between the parties relating to the accomplishment of the Work and the compensation therefor and supersedes and merges any other prior or contemporaneous discussions, agreements, or understandings, whether written or oral, and shall prevail over any contradictory or inconsistent terms or conditions contained in any purchase order, acceptance, acknowledgement, invoice, or other standard form used by the parties in the performance of the Contract. Any such contradictory or inconsistent terms or conditions shall be deemed objected to by Owner without further notice of objection and shall be of no effect nor in any circumstances binding upon Owner unless accepted by Owner in a written document plainly labeled “Amendment to Contract.” Acceptance or rejection by Owner of any such contradictory or inconsistent terms or conditions shall not constitute acceptance of any other contradictory or inconsistent terms or conditions. VILLAGE OF WINNETKA Signature: Printed name: Title: -19- Page 212 of 432  ATTACHMENT 2 2026 Parkway Tree Planting Bids - Price per Tree Installed 0.00 = No bid Species Size Est Qty. Weiler Weiler Total Yellowstone Yellowstone Total Superior Enterprises Superior Total Bald Cypress 2" 4 380.00 1,520.00 326.00 1,304.00 1,100.00 4,400.00 3" 1 500.00 500.00 443.00 443.00 1,300.00 1,300.00 Beech 2" 4 380.00 1,520.00 420.00 1,680.00 1,100.00 4,400.00 3" 1 500.00 500.00 0.00 0.00 1,300.00 1,300.00 Birch, Whitespire 2" 2 380.00 760.00 311.00 622.00 1,000.00 2,000.00 3" 1 500.00 500.00 0.00 0.00 1,200.00 1,200.00 Blackgum 2" 4 0.00 0.00 410.00 1,640.00 1,100.00 4,400.00 3" 1 0.00 0.00 0.00 0.00 1,300.00 1,300.00 Buckeye, Ohio 2" 5 380.00 1,900.00 326.00 1,630.00 1,300.00 6,500.00 3" 2 500.00 1,000.00 0.00 0.00 1,400.00 2,800.00 Buckeye, Red 2" 4 400.00 1,600.00 326.00 1,304.00 1,100.00 4,400.00 Catalpa 2" 6 380.00 2,280.00 326 1,956.00 1,200.00 7,200.00 3" 2 500.00 1,000.00 421.00 842.00 1,300.00 2,600.00 Crabapple, red jewel 2" 3 370.00 1,110.00 285.00 855.00 950.00 2,850.00 Crabapple, Royal Raindrop 2" 3 370.00 1,110.00 285.00 855.00 950.00 2,850.00 Dawn redwood 2" 5 380.00 1,900.00 326.00 1,630.00 950.00 4,750.00 3" 2 500.00 1,000.00 417.00 834.00 1,100.00 2,200.00 Dogwood, corneilan cherry 2" 4 400 1,600.00 318.00 1,272.00 950.00 3,800.00 Elm, Hybrid 2" 4 380.00 1,520.00 292.00 1,168.00 1,100.00 4,400.00 3" 1 500.00 500.00 387.00 387.00 1,200.00 1,200.00 Ginkgo 2" 6 0.00 0.00 440.00 2,640.00 1,000.00 6,000.00 3" 2 0.00 0.00 570.00 1,140.00 1,100.00 2,200.00 Hackberry 2" 9 380.00 3,420.00 318.00 2,862.00 900.00 8,100.00 3" 2 500.00 1,000.00 402.00 804.00 1,100.00 2,200.00 Hickory, bitternut 2" 3 0.00 0.00 0.00 0.00 1,100.00 3,300.00 Hickory, shagbark 2" 4 0.00 0.00 0.00 0.00 1,100.00 4,400.00 3" 1 0.00 0.00 0.00 0.00 1,200.00 1,200.00 Hophornbeam 2" 4 380.00 1,520.00 0.00 0.00 900.00 3,600.00 Hornbeam, American 2" 4 380.00 1,520.00 311.00 1,244.00 900.00 3,600.00 3" 2 550.00 1,100.00 0.00 0.00 1,200.00 2,400.00 Hornbeam, European upright 2" 4 380.00 1,520.00 311.00 1,244.00 1,100.00 4,400.00 Horsechestnut 2" 4 380.00 1,520.00 326.00 1,304.00 1,200.00 4,800.00 Katsura tree 2" 4 0.00 0.00 0.00 0.00 1,200.00 4,800.00 Kentucky Coffeetree 2" 6 380.00 2,280.00 326.00 1,956.00 900.00 5,400.00 3" 2 600.00 1,200.00 443.00 886.00 1,000.00 2,000.00 Lilac, Japanese Tree 2" 7 380.00 2,660.00 326.00 2,282.00 1,100.00 7,700.00 Lilac, Peking 2" 2 380.00 760.00 311.00 622.00 900.00 1,800.00 Linden, Silver 2" 2 380.00 760.00 315.00 630.00 900.00 1,800.00 London Planetree 2" 5 380.00 1,900.00 283.00 1,415.00 1,100.00 5,500.00 3" 2 550.00 1,100.00 410.00 820.00 1,200.00 2,400.00 Magnolia - Tree Form 2" 2 400.00 800.00 0.00 0.00 1,100.00 2,200.00 Maple, Tatarian 2" 3 0.00 0.00 283.00 849.00 1,000.00 3,000.00 Page 213 of 432 Maple, State street 2" 3 380.00 1,140.00 311.00 933.00 980.00 2,940.00 3" 4 500.00 2,000.00 402.00 1,608.00 1,200.00 4,800.00 Maple, Sugar 2" 3 380.00 1,140.00 318.00 954.00 1,100.00 3,300.00 3" 1 550.00 550.00 0.00 0.00 1,200.00 1,200.00 Oak, Chinquapin 2" 6 380.00 2,280.00 440.00 2,640.00 1,100.00 6,600.00 3" 2 550.00 1,100.00 0.00 0.00 1,200.00 2,400.00 Oak, Shingle 2" 4 380.00 1,520.00 322.00 1,288.00 1,100.00 4,400.00 3" 2 550.00 1,100.00 406.00 812.00 1,200.00 2,400.00 Oak, Regal Prince 2" 2 380.00 760.00 322.00 644.00 1,100.00 2,200.00 3" 2 550.00 1,100.00 440.00 880.00 1,200.00 2,400.00 Swamp White Oak 3" 1 550.00 550.00 390.00 390.00 1,200.00 1,200.00 Planetree 2" 4 380.00 1,520.00 283.00 1,132.00 1,100.00 4,400.00 Redbud, Eastern 2" 5 400.00 2,000.00 322.00 1,610.00 900.00 4,500.00 Serviceberry 2" 5 380.00 1,900.00 315.00 1,575.00 980.00 4,900.00 Sweetgum 2" 4 380.00 1,520.00 326.00 1,304.00 1,100.00 4,400.00 3" 2 600.00 1,200.00 0.00 0.00 1,200.00 2,400.00 Tuliptree 2" 4 380.00 1,520.00 326.00 1,304.00 1,100.00 4,400.00 3" 2 600.00 1,200.00 0.00 0.00 1,200.00 2,400.00 Yellowwood 2" 5 400.00 2,000.00 318.00 1,590.00 1,100.00 5,500.00 3" 2 600.00 1,200.00 432.00 864.00 1,200.00 2,400.00 Total 72,180.00 58,648.00 217,790.00 Page 214 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-25-2026: Waiving Bidding and Approving the Disposal of Public Works Equipment and the Purchase of New Public Works Equipment from Burris Equipment (Adoption) PRESENTER: Tom Powers AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: As part of the Fiscal Year 2026 budget, a total of $86,150 was budgeted for the replacement of Unit 39 (an asphalt roller) and Unit 123 (a Streets Division trailer). EXECUTIVE SUMMARY: As part of the annual budget and capital improvement process, the Public Works Department evaluates the current condition of its fleet and budgets for replacements as appropriate. The Fiscal Year 2026 budget includes funds for the replacement of Unit 39 (a 1999 Virbomax asphalt roller) and Unit 123 (a 1990 Multitek trailer utilized primarily to transport the roller though it could perform other functions). Both units have exceeded their useful life. The roller has been maintained but its condition is steadily decreasing while the trailer utilizes an older, manual ramping system that is much less safe and time- efficient than current hydraulic systems. Typically, when seeking to replace these units, staff looks for a purchasing cooperative agreement. However, in review, staff found that Burris Equipment ("Burris") has a 2024 Wacker Roller available for sale at a significantly discounted price ($50,000 on a manufacturer's suggested retail price of $79,350). Staff inspected the unit and found it to be in new condition and determined that it would be able to meet the Village's needs. The unit also has a new warranty comparable to any 2025 unit. In the course of reviewing this unit, staff also found that Burris has two utility flatbed trailers available (one 14-foot and one 18-foot) for sale for a total of $32,239. This would allow the Village to dispose of both of its older Multitek trailers (Units 123 and 124) and replace them with safer modern units. In addition to the safety considerations, the new units' hitches would be compatible with a greater array of trucks than the Multitek units were. This feature would allow the units to be utilized in more operations, expanding their usefulness and interoperability. While each individual piece of equipment is less than $50,000, since the total purchase from Burris Equipment is above $50,000 we are bringing this item forward for Council approval. Page 215 of 432 The Fiscal Year 2026 Budget contains $66,150 in General Fund Account No. 100.30.01-625 (Heavy Machinery) and $20,000 in Account No. 100,30.22-542 ("Vehicles, Parts and Equipment") for the combined purchases. The proposed purchase cost of all these items including trade-ins is $79,239 for an expenditure below budget in the amount of $6,911. RECOMMENDATION: Consider Adopting Resolution No. R-25-2026, Waiving Bidding and Approving the Disposal of Public Works Equipment and the Purchase of New Public Works Equipment from Burris Equipment. ATTACHMENTS: 1. Resolution No. R-25-2026: Waiving Bidding, Approving Disposal and Purchase of Public Works Equipment Page 216 of 432  RESOLUTION NO. R-25-2026 A RESOLUTION WAIVING BIDDING AND APPROVING THE DISPOSAL OF PUBLIC WORKS EQUIPMENT AND THE PURCHASE OF NEW PUBLIC WORKS EQUIPMENT FROM BURRIS EQUIPMENT WHEREAS, the Village of Winnetka (“Village”) is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, the Village Public Works Department (“Department”) has identified the need to purchase one new pavement roller and two new work trailers (collectively, the “New Equipment”) to replace one older pavement roller (unit #39) and two older work trailers (collectively, the “Old Equipment”); and WHEREAS, the Village obtained a quote (“Quote”) from Burris Equipment (“Burris”) for the purchase of the New Equipment, with a purchase price in the total amount of $79,239.00; and WHEREAS, the New Equipment is much safer to operate than the Old Equipment and Burris is able to offer the Village the New Equipment, in new condition that meets the Village’s needs, at a significant discount; and WHEREAS, further, the Department has determined the Old Equipment is surplus property, and is therefore no longer necessary or useful to the Village; and WHEREAS, Village staff has recommended that the Village Council waive competitive bidding for the purchase of the New Equipment pursuant to Section 4.12.010.C of the Village Code, Section IV.3.D of the Village's Purchasing Manual, and the Village’s home rule authority; and WHEREAS, the Village Council has determined that it is in the best interests of the Village to approve the disposal of the Old Equipment and waive competitive bidding for the purchase of the New Equipment from Burris; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: WAIVER OF COMPETITIVE BIDDING. Pursuant to Sections 4.12.010.A and 4.12.010.C of the Village Code, Section IV.3.D of the Village’s Purchasing March 3, 2026 R-25-2026 Page 217 of 432 Manual, and the Village’s home rule authority, the Village Council waives the requirement of competitive bidding for the procurement of the New Equipment. SECTION 3: AUTHORIZATION TO DISPOSE OF OLD EQUIPMENT. Pursuant to the Village’s home rule authority, the Village Council hereby deems the Old Equipment to be no longer necessary or useful to, or for the best interests of, the Village, and hereby authorizes the Village Manager, or the Manager’s designee, to dispose of the Old Equipment. SECTION 4: APPROVAL OF PURCHASE OF NEW EQUIPMENT. The Village Council hereby approves the purchase by the Village of the New Equipment from Burris, in an amount not to exceed $79,239.00, in accordance with the Quote attached to this Resolution as Exhibit A. SECTION 5: EXECUTION OF REQUIRED DOCUMENTS. The Village President and the Village Clerk are hereby authorized to execute and attest, on behalf of the Village, all purchase orders and documents necessary to complete the disposition of the Old Equipment authorized pursuant to Section 3 of this Resolution and the purchase of the New Equipment authorized pursuant to Section 4 of this Resolution. SECTION 6: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval by the vote of two-thirds of the Trustees. ADOPTED this ____ day of March, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-25-2026 Page 218 of 432  EXHIBIT A Quote 4929-6786-7281, v. 2 Page 219 of 432  Construction & Landscape Equipment Specialists Waukegan: www.burrisequipment.com 2216 N. Greenbay Road Waukegan, IL 60087 #N/A (847) 336-1205 (847) 336-2697 - Fax Date: 2/4/2026 Lakemoor: Rev: 27939 W. Concrete Drive Invoice To: C00028072 Ingleside, IL 60041 Ship To: VILLAGE OF WINNETKA (815) 363-4100 510 GREEN BAY RD (815) 363-4109 - Fax WINNETKA,60093,IL Attn: Mark Zalewski Joliet: Ph # 224-629-3826 2001 Cherry Hill Road Cell # Joliet, IL 60433 Email mzalewski@winnetka.org (815) 464-6650 (815) 464-6951 - Fax We are pleased to submit this quote for your consideration: Qty Code Description List Price Sale Price 1 U-14 14' Twin Axle Flatbed Utility Trailer 14,249.00 Frame, Systems Box, Work Light, Steel Fenders With Grease Zerks, Treated Pine Decking, 80" Deck Width,7K lbs Manual Jack, 12V Battery, 14,000 GVWR 15' Extension Cord Actuation, LED Lights, Electric Brakes (Both Axles), 10,000 Stake Bed Pockets, Rub Rail, 6-Welded D-Rings, Dual Side Locking Payload Mechanism, 2 - 7K lbs Torsion Axles, Safety Chains, 8 Lug 235/85R16E Tires (x4) 1 A0009 Solar Trickle Charger 189.00 1 A0017 Hardwood Deck Flooring - Oak/Ash (adder) 299.00 1 A0051 Pintel Coupler 50.00 Factory Freight & Prep 900.00 Sub-Total: 15,687.00 Sales Tax: Grand Total: $15,687.00 Notes: George O'Hara george.ohara@burrisequipment.com Quote Good Thru: 30 days CELL # (708) 514-0823 Burris Equipment Co. Order Accepted: Customer Signature Date Sales Representatives Signature Date Sales Service Rentals Parts Page 220 of 432  Construction & Landscape Equipment Specialists Waukegan: www.burrisequipment.com 2216 N. Greenbay Road Waukegan, IL 60087 #N/A (847) 336-1205 (847) 336-2697 - Fax Date: 2/4/2026 Lakemoor: Rev: 27939 W. Concrete Drive Invoice To: C00028072 Ingleside, IL 60041 Ship To: VILLAGE OF WINNETKA (815) 363-4100 510 GREEN BAY RD (815) 363-4109 - Fax WINNETKA,60093,IL Attn: Mark Zalewski Joliet: Ph # 224-629-3826 2001 Cherry Hill Road Cell # Joliet, IL 60433 Email mzalewski@winnetka.org (815) 464-6650 (815) 464-6951 - Fax We are pleased to submit this quote for your consideration: Qty Code Description List Price Sale Price 1 U-19 18' Twin Axle Flatbed Utility Trailer 15,104.00 Frame, Systems Box, Work Light, Steel Fenders With Grease Zerks, Treated Pine Decking, 80" Deck Width,7K lbs Manual Jack, 12V Battery, 14,000 GVWR 15' Extension Cord Actuation, LED Lights, Electric Brakes (Both Axles), 10,000 Stake Bed Pockets, Rub Rail, 6-Welded D-Rings, Dual Side Locking Payload Mechanism, 2 - 7K lbs Torsion Axles, Safety Chains, 8 Lug 235/85R16E Tires (x4) 1 A0009 Solar Trickle Charger 199.00 1 A0017 Hardwood Deck Flooring - Oak/Ash (adder) 299.00 1 A0051 Pintel Coupler 50.00 Title transfer and registration additional cost Factory Freight & Prep 900.00 Sub-Total: 16,552.00 Sales Tax: Grand Total: $16,552.00 Notes: George O'Hara george.ohara@burrisequipment.com Quote Good Thru: 30 days CELL # (708) 514-0823 Burris Equipment Co. Order Accepted: Customer Signature Date Sales Representatives Signature Date Sales Service Rentals Parts Page 221 of 432  Construction & Landscape Equipment Specialists Waukegan: www.burrisequipment.com 2216 N. Greenbay Road Waukegan, IL 60087 (847) 336-1205 (847) 336-2697 - Fax Date: 2/3/2026 Lakemoor: Rev: 27939 W. Concrete Drive Invoice To: C00028072 Ingleside, IL 60041 Ship To: VILLAGE OF WINNETKA (815) 363-4100 510 GREEN BAY RD (815) 363-4109 - Fax WINNETKA,60093,IL Attn: Mark Zalewski Joliet: Ph # 224-256-9285 2001 Cherry Hill Road Cell # Joliet, IL 60433 Email (815) 464-6650 (815) 464-6951 - Fax We are pleased to submit this quote for your consideration: Qty Code Description List Price Sale Price 1 5100047375 Wacker Roller RD28-120-T4F 79,350.00 50,000.00 SER# WNCR0901VHAA01149 NEW 2024 Full Warranty 1 Trade Vibromax Roller -3,000.00 Factory Freight & Prep 0.00 Sub-Total: 47,000.00 Sales Tax %: 0.0% 0.00 Grand Total: $47,000.00 Notes: George O'Hara george.ohara@burrisequipment.com Quote Good Thru: 30 Days CELL # (708) 514-0823 Burris Equipment Order Accepted: Customer Signature Date Sales Representatives Signature Date Sales Service Rentals Parts Page 222 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-26-2026: Approving Intergovernmental Agreements with the Villages of Northfield, Glencoe, and Wilmette for the Use of the Village's Fire Department Training Tower (Adoption) PRESENTER: Andy MacArthur AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: The Fire Department training tower is a four-story live-fire training facility built in the 1970's with a two- story family residential section added in 2006. The tower provides opportunities for firefighters to train on hoseline advancement, ladder placement, ventilation, extrication, rescue techniques and other evolutions under live fire and smoke conditions. Over the years, the building has sustained wear and tear from the fire, heat and water used during training evolutions and is need of repairs and maintenance. EXECUTIVE SUMMARY: The Fire Department is looking to enter into Intergovernmental Agreements with Wilmette, Northfield, and Glencoe to assist with the maintenance/repair costs of the building and increase the training opportunities and capabilities for all four Fire Departments. The IGA's with Wilmette, Northfield, and Glencoe include a maintenance fee of $30,000 to be used toward the repairs of the tower. This fee will be paid in installments by each Village over the next 3-5 years. The IGA's also allow the three communities the opportunity to train at the facility. The regional training cooperative will be coordinated by the training officers from each department who will be meeting on a monthly basis and will ensure daily operations at the public works facility are not interrupted. This added benefit allows Winnetka firemedics to train with the neighboring communities that we typically work with at structure fires and other emergencies. RECOMMENDATION: Adoption of Resolution No. R-26-2026, approving Intergovernmental Agreements between the Village of Winnetka and the Villages of Wilmette, Northfield, and Glencoe to use Winnetka's Training Tower. Page 223 of 432 ATTACHMENTS: 1. Resolution No. R-26-2026: Approving IGA with the Villages of Northfield, Glencoe, and Wilmette for the Use of the Village's FD Training Tower Page 224 of 432  RESOLUTION NO. R-26-2026 A RESOLUTION APPROVING INTERGOVERNMENTAL AGREEMENTS WITH THE VILLAGES OF NORTHFIELD, GLENCOE, AND WILMETTE FOR THE USE OF THE VILLAGE’S FIRE DEPARTMENT TRAINING TOWER WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage intergovernmental cooperation; and WHEREAS, the Village owns and manages the fire department training tower located at the Village’s Public Works Facility at 1390 Willow Road, for the use by the Village and partnering municipalities to train, perform, and observe simulated fire rescue functions that simulate real fire conditions (“Training Tower”); and WHEREAS, the Village has partnered with the Villages of Glencoe, Northfield, and Wilmette (collectively, the “Local Governments”) to share the maintenance costs associated with the upkeep of the Training Tower, in exchange for the Local Governments being given a right to use the Training Tower, all in accordance with the terms of intergovernmental agreements entered into individually between the Village and each member Local Government (“Intergovernmental Agreements”); and WHEREAS, the Village President and Village Council have determined that entering into the Intergovernmental Agreements with the Local Governments will serve and be in the best interest of the Village; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF INTERGOVERNMENTAL AGREEMENTS. The Village Council approves the Intergovernmental Agreements by and between each Local Government and the Village, attached to this Resolution as Exhibit A, and each in substantially the same form attached hereto and in a final form approved by the Village Manager. SECTION 3: AUTHORIZATION TO EXECUTE INTERGOVERNMENTAL AGREEMENTS. The Village Council authorizes and directs the Village Manager and the Village Clerk to execute and seal, on behalf of the Village, the final Intergovernmental Agreements. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. March 3, 2026 R-26-2026 Page 225 of 432  ADOPTED this 3rd day of March, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-26-2026 Page 226 of 432  EXHIBIT A INTERGOVERNMENTAL AGREEMENTS 4913-8675-2350, v. 2 Page 227 of 432 Page 228 of 432 Page 229 of 432 Page 230 of 432 Page 231 of 432 Page 232 of 432 Page 233 of 432 Page 234 of 432 Page 235 of 432 Page 236 of 432 Page 237 of 432 Page 238 of 432 Page 239 of 432 Page 240 of 432 Page 241 of 432 Page 242 of 432 Page 243 of 432 Page 244 of 432 Page 245 of 432 Page 246 of 432 Page 247 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-27-2026: Approving a Non-Exclusive License Agreement for the Use of the Elm Street Train Station Parking Lot and Station Park for a Farmers' Market (Adoption) PRESENTER: Hannah Lipman AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: The annual Winnetka Farmers’ Market began operations in 2017. The event was traditionally held in the parking lot adjacent to Village Hall in downtown Winnetka. In 2022, the Market moved to the Elm Street Train Station parking lot and the adjacent Station Park due to construction activities in the Village Hall parking lot. After successful seasons at that location ever since, the Chamber has requested to use the same location for the 2026 Winnetka Farmers’ Market. EXECUTIVE SUMMARY: The train station parking lot is owned by the Union Pacific Railroad Company and leased to the Village to maintain and operate. Station Park is owned by the Winnetka Park District. The 2026 Winnetka Farmers’ Market will be held every Saturday from June 6 through October 31, from 7:30 AM to 12:30 PM. The Farmers’ Market is a free public event which will showcase 130+ unique vendors and is expected to attract over 40,000 visitors to downtown Winnetka. Given the scope and extensive footprint of the event, a formal license agreement should be agreed upon before granting approval to the special event permit. The license agreement is between the Village, the Winnetka-Northfield-Glencoe Chamber of Commerce, and the Winnetka Park District. Key points identified in the license agreement include: - Location, dates and times for the event including setup, operation and cleanup. - Defined use of the premises. - Market plan. - Parking. - Waste management and utilities. - Insurance, indemnification and waiver of liability. RECOMMENDATION: Consider adoption of Resolution No. R-27-2026, approving a Non-exclusive License Agreement for use of the Elm Street Train Station Parking Lot for the Winnetka Farmers' Market. Page 248 of 432 ATTACHMENTS: 1. Resolution No. R-27-2026: Approving a Non-Exclusive License Agreement for the Farmers' Market Page 249 of 432  RESOLUTION NO. R-27-2026 A RESOLUTION APPROVING A NON-EXCLUSIVE LICENSE AGREEMENT FOR THE USE OF THE ELM STREET TRAIN STATION PARKING LOT AND STATION PARK FOR A FARMERS’ MARKET WHEREAS, the Village of Winnetka (“Village”) is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Union Pacific Railroad Company, a Delaware corporation (“UPRR”), is the owner of the property commonly known as the Elm Street Train Station Parking Lot; and WHEREAS, the Village is the tenant of the Train Station Parking Lot pursuant to a lease agreement with the UPRR dated August 1, 1978 (“Lease”); and WHEREAS, the Winnetka Park District (“Park District”) is the owner of the Property located adjacent to the Elm Street Parking Lot and commonly known as Station Park (“Park”); and WHEREAS, the Winnetka-Northfield-Glencoe Chamber of Commerce, Inc. (“Chamber”), traditionally has hosted a farmers’ market in the Village on Saturdays during the summer (“Market”); and WHEREAS, the Market is a positive and valuable community asset that has been well received by Village residents; and WHEREAS, the Chamber has requested to host the 2026 Market in the Train Station Parking Lot and Park; and WHEREAS, the Village and Park District desire to authorize the Chamber to use the Train Station Parking Lot and Park for the 2026 Market; and WHEREAS, the Village, Park District, and Chamber desire to enter into a non-exclusive license agreement to permit the Chamber to use the Train Station Parking Lot and Park for the 2026 (“License Agreement”); and WHEREAS, the Village Council has determined that it will serve and be in the best interests of the Village and its residents to enter into the License Agreement with the Chamber and Park District; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. March 3, 2026 R-27-2026 Page 250 of 432  SECTION 2: APPROVAL OF LICENSE AGREEMENT. The Village Council hereby approves the License Agreement by and among the Village, Park District, and Chamber in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE LICENSE AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final License Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this March 3, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-27-2026 Page 251 of 432  EXHIBIT A LICENSE AGREEMENT -3- Page 252 of 432  NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement"), dated as of this 3rd day of March, 2026, ("Effective Date"), by and among the VILLAGE OF WINNETKA, an Illinois home rule municipality ("Village"), the WINNETKA PARK DISTRICT, an Illinois park district (“Park District”), and the WINNETKA-NORTHFIELD-GLENCOE CHAMBER OF COMMERCE, INC., an Illinois not-for-profit corporation ("Chamber"). NOW THEREFORE, in consideration of the recitals, mutual covenants, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby mutually agree as follows: SECTION 1. RECITALS. A. The Union Pacific Railroad Company (“UPRR”) is the owner of the property commonly known as the Elm Street Train Station Parking Lot, which is depicted in Exhibit A attached hereto and incorporated herein (“Train Station Parking Lot”). B. The Village has leased the Parking Lot from the UPRR pursuant to that certain Lease Agreement dated August 1, 1978 (“Lease”). C. The Park District is the owner of the property located adjacent to the Elm Street Parking Lot known as Station Park, which is depicted in Exhibit A attached hereto and incorporated herein (“Park”). D. The Chamber hosts a farmers’ market in the Village each summer on Saturdays in the Village’s parking lot adjacent to Village Hall (“Market”). E. The Village and Park District desire to authorize the Chamber to use the Train Station Parking Lot and Park for the 2026 Market, subject to the terms and conditions of this Agreement. F. The Village, Park District, and Chamber desire to enter into this Agreement to permit the Chamber to use the Train Station Parking Lot and Park for the 2026 Market. SECTION 2. GRANT AND TERM OF LICENSE. A. Grant of Village License. Subject to the terms and conditions set forth in this Agreement, the Village hereby grants to the Chamber, and the Chamber hereby accepts, a non- exclusive revocable license to use the Train Station Parking Lot for the sole purpose of hosting the 2026 Market pursuant to and in strict accordance with the terms and provisions of this Agreement ("Village License"). The Chamber acknowledges and agrees that nothing in this Agreement shall be interpreted to provide a license to the Chamber to alter the Train Station Parking Lot in any way other than as expressly set forth in this Agreement. B. Grant of Park District License. Subject to the terms and conditions set forth in this Agreement, the Park District hereby grants to the Chamber, and the Chamber hereby accepts, a non-exclusive revocable license to use the Park for the sole purpose of hosting the 2026 Market -4- Page 253 of 432 pursuant to and in strict accordance with the terms and provisions of this Agreement ("Park District License"). The Chamber acknowledges and agrees that nothing in this Agreement shall be interpreted to provide a license to the Chamber to alter the Park in any way other than as expressly set forth in this Agreement. The Village License and Park District License are collectively referred to as the “License.” C. As-Is, Where-Is. The Chamber hereby accepts the Train Station Parking Lot and Park in their condition at the time of use, WHERE-IS and AS-IS, and subject to applicable requirements of law. The Chamber acknowledges and agrees that: (i) the Village and Park District have made no representations or warranties as to the suitability of the Train Station Parking Lot or Park for the Chamber's intended purposes; and (ii) the Village and Park District will have no responsibility to maintain the Train Station Parking Lot or Park in any particular condition or manner. The Chamber waives any implied warranty that the Train Station Parking Lot or Park are or will be suitable for the Chamber’s intended purposes. The Chamber agrees that the Park is public property intended or permitted to be used for recreational purposes for the purpose of Section 3-106 of the Local Governmental and Governmental Employees Tort Immunity Act. D. Limitation of Interest. Except for the Village Licensee and Park District License granted pursuant to this Agreement, the Chamber shall have no legal, beneficial, or equitable interest, whether by adverse possession or prescription or otherwise, in the Train Station Parking Lot or Park. The Chamber will not engage in or allow any of its vendors or contractors to engage in, any activities or actions that cause the Village to violate the Lease or cause the Chamber to violate this Agreement. E. Term. This License shall be for a term commencing on the Effective Date of this Agreement and ending on the earlier to occur of: (i) a terminating event as described in Section 2.F of this Agreement; or (ii) October 31, 2026. F. Termination of License; Restoration of Licensed Premises. 1. Termination Event. Without prejudice to any other rights and remedies available pursuant to Section 7 of this Agreement, the License shall automatically expire upon the occurrence of any of the following: a. Failure to Comply. The Chamber has violated any material provision of this Agreement; provided, however, that prior to termination pursuant to this Section 2.F.1.a, the Village or Park District shall provide the Chamber with 10 days written notice and an opportunity to cure the violation. b. Dangerous Condition. The Village or Park District determine, in their reasonable discretion, that the Market threatens the public health and safety, and that the termination of the Market and this Agreement is necessary to abate the dangerous condition. 2. Restoration of Licensed Premises. a. Chamber Obligation. Upon termination of this Agreement pursuant to this Section 2.F or at the end of the term as set forth in Section 2.E, the Chamber, at its sole cost -5- Page 254 of 432 and expense, shall restore the Train Station Parking Lot and Park as nearly as practicable to its condition as of the Effective Date, including, without limitation: (1) repair of the Train Station Parking Lot, if necessary in the reasonable determination of the Village; (2) repair of the Park, if necessary in the reasonable determination of the Park District; and (3) restoration of all other Village-owned, Village-leased, and Park District-owned property as nearly as practicable to the condition immediately preceding the 2026 Market, if disturbed or damaged by the Chamber or any of its vendors, contractors, customers, agents, or guests. Notwithstanding the foregoing, it is understood and agreed that with respect to the repair of the Park referred to above, in the event of damage to grassy areas, the Chamber shall only be required to reseed such areas according to Park District specifications and shall not be obligated to purchase or install sod in any such areas. In no event shall the Chamber be responsible for any damages to the Train Station Parking Lot and/or the Park to the extent resulting SOLELY from any act or omission of the Village or the Park District or any of their respective employees or agents. b. Failure to Restore. In the event that the Chamber fails or refuses to repair or restore the Train Station Parking Lot, Park, or any Village-owned, Village-leased, or Park District-owned property that is disturbed or damaged by the Chamber or any of its vendors, contractors, customers, agents, or guests, in accordance with Section 2.F.2.a of this Agreement, the Village and Park District shall have the right, but not the obligation, to perform and complete the repair and/or restoration and to charge the Chamber for all reasonable direct out-of-pocket costs and expenses incurred by the Village or Park District, for such work. The rights and remedies provided in this Section 2.F.2.b shall be in addition to, and not in limitation of, any other rights and remedies otherwise available to the Village and Park District. Notwithstanding the foregoing, in no event shall the Chamber be responsible for the purchase and/or installation of sod in the Park. SECTION 3. USE OF LICENSED PREMISES. A. Hours of Operation. The Chamber shall operate the Market only on Saturdays between the hours of 7:30 a.m. and 12:30 p.m. B. Special Event Permit. The Chamber must apply for and obtain from the Village a special event permit pursuant to Chapter 5.66 of the “Winnetka Village Code 1999,” as amended, prior to operating the Market, and the Chamber must comply with any conditions imposed on such special event permit. C. Set-Up and Break-Down. The Chamber shall be responsible for managing the set up and tear down of the Market, including but not limited to all vendor equipment, goods and supplies. The Chamber and its contractors and vendors shall be permitted to begin setup of the Market beginning at 6:00 p.m. each Friday. The Chamber and its contractors and vendors shall by 2:00 p.m. each Saturday, remove their displays, equipment, and personal property from the Train Station Parking Lot and Park, clean the Train Station Parking Lot and Park of all rubbish and spills, and conduct all restoration work. The Chamber acknowledges and agrees that neither the Village nor the Park District shall be responsible for providing security for any equipment or personal property of the Chamber or its agents, contractors, and vendors. -6- Page 255 of 432  D. Use of Commercial Space. The Village shall permit the Chamber to use the approximately 800 sq. ft. commercial space at 754 Elm Street in the Elm Street Train Station (“Commercial Space”) between May 15 and October 31 during each year of the Term for office use and accessory storage only, and for no other uses. The Chamber’s use of the commercial space shall be at its own risk, and the Chamber acknowledges that the Village shall have no duty to provide security for the commercial space and any equipment and personal property stored therein. The Chamber shall not be permitted to store any dangerous, flammable, or explosive materials in the commercial space. The Chamber’s use of the commercial space is not exclusive. The Chamber acknowledges that the Village will also use a portion of the commercial space at 754 Elm Street in the Elm Street Train Station for its own use. E. Utilities. The Village reserves the right to charge the Chamber for any water used by the Chamber or any of its contractors and vendors during the Market in excess of water utilized for cleaning the Park or the Train Station Parking Lot. All electric cords must be rated for outdoor use, grounded, and installed in a manner as to not be a tripping hazard. All generators must be grounded and exhaust fumes must be kept away from the public. F. Trash Removal. The Chamber shall clear all debris from the surface of the licensed premises by sweeping or hosing off the surface at the termination of each market day. The Village will provide for trash removal from the Market. G. Designated Representative. The Chamber shall designate in writing to the Village and Park District a “Market Manager” who shall be responsible for managing the general operations of the Market and the Chamber’s use of the Train Station Parking Lot and Park. The Market Manager shall be readily accessible by telephone and upon the Village’s or Park District’s request, shall be available to be present at the Train Station Parking Lot and Park within a reasonable period of time. The Chamber shall immediately notify the Village and Park District in writing of any change in the identity and telephone number of the Market Manager. H. Rules and Regulations. The Village and Park District shall have the right from time to time upon notice thereof to the Chamber, to prescribe rules and regulations with respect to the Train Station Parking Lot and Park, which in its or their reasonable judgement may be desirable for the use of thereof. The Chamber agrees to comply with all such rules and regulations provided all such rules and regulations shall not contradict any right expressly granted to the Chamber herein. A violation of such rules and regulations shall constitute a material breach by the Chamber under this Agreement and subject it to the remedies described in Section 2.F. The Chamber will require its vendors and contractors to abide by such rules. I. Parking by the UPRR. In the event of an emergency or maintenance on the railroad by the UPRR or any of its contractors, the Chamber agrees not to interfere with, and to prevent the Market from interfering with, the operations of the UPRR and its contractors, and will permit the UPRR and its contractors to park vehicles in the Train Station Parking Lot during the Market. J. Emergency Market Closure. The Village reserves the right to cancel any Market day in the event of an emergency or an imminent threat to public health and safety as determined in the sole discretion of the Village. The Village and Park District will not be responsible or liable -7- Page 256 of 432 for any monetary or other damages to the Chamber in the event of such emergency Market closure. The Village will endeavor to provide as much advance notice to the Chamber as practicable prior to an emergency Market closure. K. Market Plan. At least two weeks prior to the first Market day, the Chamber shall submit to the Village and Park District a plan for the Village’s and Park District’s approval that sets forth the locations of vendor displays, equipment, and utility usage. Once the plan is approved, the Chamber may not modify the plan without receiving the Village’s and Park District’s approval. SECTION 4. RESERVATION OF RIGHTS. A. Village Reservation of Rights. The Village hereby reserves the right to use the Train Station Parking Lot in any manner that will not prevent, impede, or interfere in any way with the exercise by Chamber of the rights granted pursuant to this Agreement. The Village shall have the right to grant other non-exclusive sub-leases or licenses over, along, upon, under or across the Train Station Parking Lot. The Village reserves its right of full and normal access to the Train Station Parking Lot for the maintenance of any existing or future utility located thereon. The Village also reserves the right to conduct ongoing maintenance of the Train Station Parking Lot. B. Park District Reservation of Rights. The Park District hereby reserves the right to use the Park in any manner that will not prevent, impede, or interfere in any way with the exercise by Chamber of the rights granted pursuant to this Agreement. The Park District shall have the right to grant other non-exclusive licenses or easements, including, without limitation, licenses or easements for utility purposes, over, along, upon, under or across the Park. The Park District reserves its right of full and normal access to the Park for the maintenance of any existing or future recreational improvement or utility located thereon. The Park District also reserves the right to conduct ongoing maintenance of the Park. SECTION 5. LIENS. The Chamber hereby represents and warrants that it shall take all necessary action to keep all portions of the Train Station Parking Lot and Park free and clear of all liens, claims, and demands, including without limitation mechanic's liens, in connection with any work performed by the Chamber or its agents on the Train Station Parking Lot or Park. SECTION 6. LIABILITY AND INDEMNITY. A. Village and Park District Review. The Chamber acknowledges and agrees that the Village and Park District are not, and shall not be, in any way liable for any damages or injuries that may be sustained as the result of the Village’s and Park District’s review and approval of any plans for the Market, or the issuance of any approvals, permits, certificates, or acceptances for the installation, operation, or maintenance of the Train Station Parking Lot and Park, and that the Village’s and Park District’s review and approval of any such plans for the Market and issuance of any such approvals, permits, certificates, or acceptances does not, and shall not, in any way, be deemed to insure the Chamber or any of its vendors, contractors, successors, assigns, or any third party, against damage or injury of any kind at any time. -8- Page 257 of 432  B. Indemnity. The Chamber agrees to, and does hereby, defend (at the Village’s and Park District’s option), hold harmless and indemnify the Village and Park District and all Village and Park District elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys (the “Indemnified Parties”), from any and all claims that may be asserted at any time against any of the Indemnified Parties in connection with: (i) the Chamber’s use of the Train Station Parking Lot and Park; (ii) the Market; or (iii) the Chamber's performance of, or failure to perform, its obligations under this Agreement (collectively, “Indemnified Claims”), whether or not any such Indemnified Claim is due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or willful misconduct or fault of the Chamber; provided, however, that this indemnity shall not apply to willful misconduct or gross negligence on the part of the Village or Park District. Nothing herein shall be construed or result in the waiver of any defenses and immunities granted to the Village or Park under Illinois law. C. Defense Expense. The Chamber, only as to its own acts or omissions, shall, and does hereby agree to, pay all expenses, including legal fees and administrative expenses, incurred by the Village and Park District in defending itself with regard to any and all of the Indemnified Claims. D. Waiver of Liability. Except with respect to any negligent act or omission of the Village and/or the Park District, the Chamber will, and does hereby, waive, release, and relinquish all claims of every kind, known and unknown, present and future, that Chamber may have against the Indemnified Parties, arising out of, connected with or in any way related to the use of the Train Station Parking Lot and Park, or as a result of the condition, maintenance, and use of the Train Station Parking Lot and Park. E. Assumption of Risk. The Chamber agrees to assume the full risk of any injuries, including death, and all costs, damages, and losses that Chamber or its employees, agents, contractors, agents, servants, employees, contractors, guests, customers, or invitees may sustain while on the Train Station Parking Lot and Park, or as a result of the condition, maintenance, or use of the Train Station Parking Lot and Park. F. Insurance. The Chamber agrees to obtain and maintain commercial general liability insurance and workers' compensation insurance covering its use of the Train Station Parking Lot and Park throughout the term of this Agreement. The amount of the required coverage shall be approved by the Village and Park District, but in no event shall liability coverage be in an amount less than two million dollars ($2,000,000.00) combined single limit per occurrence with a general aggregate of no less than three million dollars ($3,000,000.00). The Village and Park District shall be named as an additional insured by policy endorsement on a primary and non- contributory basis, and the insurer shall have a rating and be of a class size satisfactory to the Village’s and Park District’s director of finance. The Chamber shall tender a certificate of insurance to the Village and Park District evidencing the requested coverage prior to operating the Market. Failure to maintain the aforementioned insurance shall be cause for the immediate termination of the License. -9- Page 258 of 432  SECTION 7. ENFORCEMENT. A. Enforcement. The Village, Park District and the Chamber may, in law or in equity, by suit, action, mandamus or any other proceeding, including, without limitation, specific performance, enforce or compel the performance of this Agreement; provided, however, that the Chamber agrees that it will not seek, and does not have the right to seek, recovery of a judgment for monetary damages against the Village or Park District, or any of their elected or appointed officials, agents, representatives, attorneys or employees on account of the negotiation, execution, or breach of any of the terms and conditions of this Agreement. B. Prevailing Party. In the event of a judicial proceeding brought by a party against another party, the prevailing party in the judicial proceeding shall be entitled to reimbursement from the unsuccessful party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the judicial proceeding. SECTION 8. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement shall be given by the parties by: (i) personal delivery; (ii) deposit in the United States Registered Mail, return receipt requested, enclosed in a sealed envelope with first class postage thereon; or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 8.A. The address of any party may be changed by written notice to the other parties. Any mailed notice shall be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier shall be deemed to have been given and received within 24 hours after deposit. Notices and communications to the parties shall be addressed to, and delivered at, the following addresses: If to the Village: Village of Winnetka 510 Green Bay Road Winnetka, IL 60093 Attention: Kristin Kazenas, Village Manager with a copy to: ELROD FRIEDMAN LLP 325 LaSalle Street, Suite 450 Chicago, IL 60654 Attention: Peter M. Friedman, Village Attorney If to the Park District: Winnetka Park District 540 Hibbard Road Winnetka, IL 60093 Attention: Shannon Nazzal, Executive Director with a copy to: Ancel Glink 175 East Hawthorn Parkway, Suite 145 Vernon Hills, IL 60061 Attention: Adam Simon, District Attorney -10- Page 259 of 432  If to the Chamber: Winnetka-Northfield-Glencoe Chamber of Commerce 841 Spruce Street, Suite 204 Winnetka, Illinois 60093 Attention: Terry Dason with a copy to: Franklin, Greenswag, Channon & Capilla, LLC 181 Waukegan Road, Suite 205 Northfield, Illinois 60093 Attention: Richard A. Greenswag B. Time of the Essence. Time is of the essence in the performance of all of the terms and conditions of this Agreement. C. Amendments. No amendment or modification to this Agreement shall 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. D. Authority to Execute. The parties hereby warrant and represent to the other parties that the persons executing this Agreement on its behalf have been properly authorized to do so. E. Non-Waiver. The Village and Park District shall be under no obligation to exercise any of the rights granted to it in this Agreement. The failure of the Village or Park District to exercise at any time any right granted to the Village or Park District shall not be deemed or construed to be a waiver of that right, nor shall the failure void or affect the Village’s or Park District’s right to enforce that right or any other right. F. Assignment. This Agreement may not be assigned by the Chamber without the prior written consent of the Village and Park District. G. Severability. If any provision of this Agreement is construed or held to be void, invalid, illegal, or unenforceable in any respect, the remaining part of that provision and the remaining provisions of this Agreement shall not be affected, impaired, or invalidated thereby, but shall remain in full force and effect. The unenforceability of any provision of this Agreement shall not affect the enforceability of that provision in any other situation. H. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements and negotiations between the parties, whether written or oral, relating to the License granted pursuant to this Agreement. I. Interpretation. This Agreement shall 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 shall be construed as though all parties 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 shall not be applicable to this Agreement. J. Exhibits. Exhibit A attached hereto is, 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 shall control. -11- Page 260 of 432  K. Survival of Obligations. All obligations of the Chamber pursuant to this Agreement that have not been fully performed as of the termination of this Agreement shall survive such termination, including, without limitation, the restoration obligations set forth in Section 2.E.2 of this Agreement, and the liability and indemnity obligations set forth in Section 6 of this Agreement. L. No Third-Party Beneficiaries. No claim as a third-party beneficiary under this Agreement by any person shall be made, or be valid, against the Village, Park District, or the Chamber. M. Force Majeure. No party shall be responsible for delays in the performance of its obligations caused by events beyond the party’s reasonable control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; and (d) national or regional emergency. N. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to constitute a duly authorized original. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed, effective as of the date first written above. [SIGNATURE PAGE FOLLOWS] -12- Page 261 of 432 ATTEST: VILLAGE OF WINNETKA, an Illinois home rule municipal corporation By: By: Its: Its: ATTEST: WINNETKA PARK DISTRICT, an Illinois park district By: By: Its: Its: ATTEST: WINNETKA-NORTHFIELD-GLENCOE CHAMBER OF COMMERCE, INC., an Illinois not-for-profit corporation By: By: Its: Its: -13- Page 262 of 432  EXHIBIT A DEPICTION OF TRAIN STATION PARKING LOT AND PARK Page 263 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-29-2026: Approving a Contract with BLD Services, LLC for Manhole Rehabilitation Services (Adoption) PRESENTER: Tom Powers AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: As part of the Fiscal Year 2026 budget, $800,000 was included for sanitary and storm sewer critical repairs including manhole rehabilitation. EXECUTIVE SUMMARY: As part of its ongoing responsibilities, the Public Works Department oversees maintenance of the Village's sanitary and stormwater systems. The Department assumed oversight of the sanitary sewer capital program and a portion of the stormwater sewer capital program related to sewer lining in 2026. Using data from the Village's televising contractor and inflow and infiltration consultant, staff prepared a capital program including both lining and manhole rehabilitation components. Manhole rehabilitation covers a wide variety of activities ranging from resealing of a frame to complete reconstruction but, most commonly, cementious lining. This type of rehabilitation seals and structurally reinforces the manhole, preventing infiltration and extending its useful life. After reviewing the inflow and infiltration consultant's findings, staff categorized work into that which could be done in-house (such as resealing) versus that which would require a contractor (such as lining). Based on that, staff identified 46 sanitary manholes needing cementious lining this year as well as some other ancillary work. In the past, the Village has participated in the Municipal Partnering Inititive (MPI). The MPI combines and jointly bids work from a variety of Chicagoland communities to achieve a better economy of scale. In 2024, the Villages of Arlington Heights and Glenview and Cities of Highland Park, Highwood and Rolling Meadows jointly issued a request for bids for manhole rehabilitation services for a two-year term with the possibility of two one-year renewals. Culy Contracting was the lowest, most responsive bidder and received the contract. The Village subsequently utilized Culy in 2025 under the terms of this same agreement to complete limited manhole rehabilitation services in the southeast area of the Village. At the time, the anticipated expense was less than Village Manager's spending authority. Based on the scope of work identified for this year, the anticipated cost is roughly $66,000. Therefore, staff is bringing forward an agreement for Village Council's consideration. Page 264 of 432 Separately, in 2025, Culy's parent company began consolidating several of its subsidiaries. At this point, Culy is being merged with BLD Services but has agreed to honor all the original contract terms. For that reason, the resolution and contract lists BLD in place of Culy. Combined Sewer lining and Manhole Repair budget = $800,000 R-21-2026 $715,000 - sewer lining R-29-2026 $66,000 - manhole repair Remaining Budget $19,000 The Fiscal Year 2026 Budget contains $600,000 in Sanitary Sewer Fund Account No. 540-70.01-670 ("Sanitary Sewers") for a combination of critical main and manhole rehabilitation work. Staff is requesting authorization for up to $66,000 based on the work identified for this contract leaving $534,000 available for other critical work; refer to item R-21-2026 for the utilization of this remaining budget on sewer lining. RECOMMENDATION: Staff recommends awarding an agreement for manhole rehabilitation services to BLD Services in an amount not to exceed $66,000. ATTACHMENTS: 1. Resolution No. R-29-2026: Approving a Contract with BLD Services, LLC for Manhole Rehabilitaiton Services Page 265 of 432  RESOLUTION NO. R-29-2026 A RESOLUTION APPROVING A CONTRACT WITH BLD SERVICES, LLC FOR MANHOLE REHABILITATION SERVICES WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution authorizes the Village of Winnetka (“Village”) to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution and the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1, et seq., authorize and encourage intergovernmental cooperation; and WHEREAS, the Village has appropriated funds for annual manhole rehabilitation services (“Work”); and WHEREAS, the Municipal Partnering Initiative (“MPI”) Village of Arlington Heights (Lead Agency), the Village of Glenview, the City of Highland Park, the City of Highwood, and the Village of Rolling Meadows (collectively, the “Municipalities”) jointly requested bids for performance of the Work within each Municipalities’ respective corporate boundaries; and WHEREAS, the Municipalities determined that Culy Contracting, LLC, of Winchester, Indiana (“Original Contractor”) was the lowest responsive and responsible bidder for the Work; and WHEREAS, the Original Contractor was acquired by BLD Services, LLC, of Kenner, Louisiana (“Contractor”) and Contractor has agreed to honor the same bid and MPI agreement as the Original Contractor; and WHEREAS, although the Village was not initially included in the group of Municipalities that went out for bid, the Village contacted the Contractor regarding the Work, and the Contractor agreed to honor the prices proposed in the MPI bid; and WHEREAS, pursuant to Chapter 4.12 of the Village Code and the Village’s purchasing manual, the Village Council has determined that the Contractor is the lowest responsive and responsible bidder for the Work; and WHEREAS, the Village Council desires to enter into a one-year contract with Contractor for the performance of the Work within the Village’s corporate boundaries (“Contract”) in an amount not to exceed $66,000 per year in 2026; and WHEREAS, the Village Council has determined that it is in the best interests of the Village and its residents to enter into the Contract with Contractor; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: March 3, 2026 R-29-2026 Page 266 of 432  SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF CONTRACT. The Village Council hereby approves the Contract in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE CONTRACT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and attest, respectively, on behalf of the Village, the final Contract after receipt by the Village Manager of two executed copies of the final Contract from Contractor; provided, however, that if the Village Manager does not receive two executed copies of the final Contract from Contractor within 60 days after the date of adoption of this Resolution, then this authority to execute and seal the Contract will, at the option of the Village Council, be null and void. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-29-2026 Page 267 of 432  EXHIBIT A CONTRACT 4924-1025-9087, v. 1 Page 268 of 432  VILLAGE OF WINNETKA CONTRACT FOR Manhole Rehabilitation Services Full Name of Contractor BLD Services, LLC _______________________________________________ (“Contractor”) Principal Office Address 2424 Tyler Street, Kenner, LA 70062 Local Office Address 2424 Tyler Street, Kenner, LA 70062 Contact Person Leyton Peavler_____ Telephone Number 765-393-7654____ TO: Village of Winnetka (“Owner”) 510 Green Bay Road Winnetka, IL 60093 Attention: Assistant Finance Director Contractor warrants and represents that Contractor has B. Performance Standards. If this Contract is accepted, carefully examined the Work Site described below and its Contractor proposes and agrees that all Work shall be fully environs and has reviewed and understood all documents provided, performed, and completed in accordance with the included, referred to, or mentioned in this bound set of specifications and special conditions attached hereto and documents which are securely stapled to the end of this by this reference made a part of this Contract (Attachment Contract. A). No provision of any referenced standard, specification, manual or code shall change the duties and responsibilities of 1. Work Proposal Owner or Contractor from those set forth in this Contract. Whenever any equipment, materials, or supplies are specified A. Contract and Work. If this Contract is accepted, or described in this Contract by using the name or other Contractor proposes and agrees that Contractor shall, at its sole identifying feature of a proprietary product or the name or other cost and expense, provide, perform, and complete, in the identifying feature of a particular manufacturer or vendor, the manner specified and described, and upon the terms and specific item mentioned shall be understood as establishing the conditions set forth, in this Contract and Owner’s written type, function, and quality desired. Other manufacturers’ or notification of acceptance in the form included in this bound set vendors’ products may be accepted, provided that the products of documents, all of the following, all of which is herein referred proposed are equivalent in substance and function to those to as the “Work”: named as determined by Owner in its sole and absolute discretion. 1. Labor, Equipment, Materials and Supplies. Provide, perform, and complete, in the manner specified and described C. Responsibility for Damage or Loss. If this Contract is in this Contract/Proposal, all necessary work, labor, services, accepted, Contractor proposes and agrees that Contractor shall transportation, equipment, materials, supplies, information, be responsible and liable for, and shall promptly and without data, and other means and items necessary for the Village charge to Owner repair or replace, damage done to, and any Custodial Services. loss or injury suffered by, Owner, the Work, the Work Site, or other property or persons as a result of the Work. 2. Permits. Procure and furnish all permits, licenses, and other governmental approvals and authorizations necessary in D. Inspection/Testing/Rejection. Owner shall have the connection therewith; right to inspect all or any part of the Work and to reject all or any part of the Work that is, in Owner’s judgment, defective or 3. Bonds and Insurance. Procure and furnish all bonds damaged or that in any way fails to conform strictly to the and all insurance certificates specified in this Contract; requirements of this Contract and Owner, without limiting its other rights or remedies, may require correction or replacement 4. Taxes. Pay all applicable federal, state, and local at Contractor’s cost, perform or have performed all Work taxes; necessary to complete or correct all or any part of the Work that is defective, damaged, or nonconforming and charge Contractor 5. Miscellaneous. Do all other things required of with any excess cost incurred thereby, or cancel all or any part Contractor by this Contract; and of any order or this Contract. Work so rejected may be returned or held at Contractor’s expense and risk. 6. Quality. Provide, perform, and complete all of the foregoing in a proper and workmanlike manner, consistent with 2. Contract Price Proposal highest standards of professional and construction practices, in full compliance with, and as required by or pursuant, to this If this Contract is accepted, Contractor proposes, and agrees, Contract, and with the greatest economy, efficiency, and that Contractor shall take in full payment for all Work and other expedition consistent therewith, with only new, undamaged, and matters set forth under Section 1 above, including overhead and first quality equipment, materials, and supplies. profit; taxes, contributions, and premiums; and compensation to all subcontractors and suppliers, the compensation set forth below. Contractor for Manhole Rehabilitation Services Village of Winnetka Page 269 of 432  insurance evidencing the minimum insurance coverage and A. Schedule of Prices. For providing, performing, and limits set forth below within 10 days after Owner’s acceptance completing all Work, including performance bond procurement, of this Contract. Such insurance shall be in form, and from the Village will not pay more than the unit prices as outlined companies, acceptable to Owner and shall name Owner, in Attachment A. including its Council members and elected and appointed officials, its officers, employees, agents, attorneys, consultants, B. Basis for Determining Prices. It is expressly and representatives, as an Additional Insured . The insurance understood and agreed that: coverage and limits set forth below shall be deemed to be minimum coverage and limits and shall not be construed in any 1. All prices stated in the Schedule of Prices are firm and way as a limitation on Contractor’s duty to carry adequate shall not be subject to escalation or change; insurance or on Contractor’s liability for losses or damages under this Contract. The minimum insurance coverage and 2. Owner is not subject to state or local sales, use, and limits that shall be maintained at all times while providing, excise taxes, that no such taxes are included in the Schedule of performing, or completing the Work are as follows: Prices, and that all claim or right to claim any additional compensation by reason of the payment of any such tax is 1. Workers’ Compensation and Employer’s Liability hereby waived and released; Limits shall not be less than: 3. All other applicable federal, state, and local taxes of every kind and nature applicable to the Work are included in the Worker’s Compensation: Statutory Schedule of Prices; and Employer’s Liability: $500,000 each accident-injury; $500,000 4. Any items of Work not specifically listed or referred to each employee-disease; $500,000 disease-policy. in the Schedule of Prices, or not specifically included for payment under any Unit Price Item, shall be deemed incidental Such insurance shall evidence that coverage applies to the to the Contract Price, shall not be measured for payment, and State of Illinois and provide a waiver of subrogation in favor of shall not be paid for separately except as incidental to the Owner. Contract Price, including without limitation extraordinary equipment repair, the cost of transportation, packing, cartage, 2. Commercial Motor Vehicle Liability and containers, the cost of preparing schedules and submittals, the cost or rental o f small tools or buildings, the cost of utilities Limits for vehicles owned, non-owned or rented shall not be less and sanitary conveniences, and any portion of the time of than: Contractor, its superintendents, or its office and engineering staff. $1,000,000 Bodily Injury and Property Damage Combined Single Limit C. Time of Payment. It is expressly understood and agreed that all payments shall be made in accordance with the 3. Commercial General Liability following schedule: Limits shall not be less than: Invoice to Village upon Work completion. Payment upon acceptance by Village. $1,000,000 Bodily Injury and Property Damage Combined Single Limit. All payments may be subject to deduction or set off by reason of any failure of Contractor to perform under this Coverage is to be written on an “occurrence” basis. Contract/Proposal. Coverage to include: 3. Contract Time - Premises Operations - Products/Completed Operations If this Contract is accepted, Contractor proposes and agrees - Independent Contractors that Contractor shall commence the Work within 10 days after - Personal Injury (with Employment Exclusion deleted) Owner’s acceptance of the Contract provided Contractor shall - Broad Form Property Damage Endorsement have furnished to Owner all bonds and all insurance certificates - “X,” “C,” and “U” specified in this Contract (the “Commencement Date”). If this - Contractual Liability Contract is accepted, Contractor proposes and agrees that Contractor shall perform the Work diligently and continuously Contractual Liability coverage shall specifically include and shall commence the Work on or around June 1, 2026 and the indemnification set forth below. terminate on November 30, 2026. In the event this contract is renewed for additional years, the con tract time shall be adjusted 4. Umbrella Liability to reflect these same dates for each respective year. Limits shall not be less than: 4. Financial Assurance $2,000,000 Bodily Injury and Property Damage A. Bonds. Contractor shall furnish such bonds as required Combined Single Limit. in Attachment A,. This Coverage shall apply in excess of the limits stated B. Insurance. If this Contract is accepted , Contractor in 1, 2, and 3 above. proposes and agrees that Contractor shall provide certificates of Contractor for Manhole Rehabilitation Services Village of Winnetka Page 270 of 432 C. Indemnification. If this Contract is accepted, C. Prevailing Wage Act. All work activities shall Contractor proposes and agrees that Contractor shall indemnify, comply with the Prevailing Wage Act. save harmless, and defend Owner against all damages, liability, claims, losses, and expenses (including attorneys’ fees) that D. Not Barred. Contractor is not barred by law from may arise, or be alleged to have arisen, out of or in connection contracting with Owner or with any other unit of state or local with Contractor’s performance of, or failure to perform, the Work government as a result of (i) a violation of either Section 33E-3 or any part thereof, or any failure to meet the representations or Section 33E-4 of Article 33 of the Criminal Code of 1961, 720 and warranties set forth in Section 6 of this Contract. ILCS 5/33E-1 et seq.; or (ii) a violation of the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (the “Patriot Act”) D. Penalties. If this Contract is accepted, Contractor or other statutes, orders, rules, and regulations of the United proposes and agrees that Contractor shall be solely liable for States government and its various executive departments, any fines or civil penalties that are imposed by any governmental agencies and offices related to the subject matter of the Patriot or quasi-governmental agency or body that may arise, or be Act, including, but not limited to, Executive Order 13224 alleged to have arisen, out of or in connection with Contractor’s effective September 24, 2001. Contractor is not acting, directly performance of, or failure to perform, the Work or any part or indirectly, for or on behalf of any person, group, entity or thereof. nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on 5. Firm Contract behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as a person who commits, All prices and other terms stated in this Contract are firm and threatens to commit, or supp orts terrorism; and Contractor is not shall not be subject to withdrawal, escalation, or change engaged in this transaction directly or indirectly on behalf of, or provided Owner accepts this Contract within 45 days after the facilitating this transaction directly or indirectly on behalf of, any date the Contractor’s contract proposal is opened. such person, group, entity or nation. 6. Contractor’s Representations and Warranties E. Qualified. Contractor has the requisite experience, ability, capital, facilities, plant, organization, and staff to enable To induce Owner to accept this Contract, Contractor hereby Contractor to perform the Work successfully and promptly and represents and warrants as follows: to commence and complete the Work within the Contract Price and Contract Time set forth above. A. The Work. The Work, and all of its components, (1) shall be of merchantable quality; (2) shall be free from any latent 7. Acknowledgements or patent defects and flaws in workmanship, materials, and design; (3) shall strictly conform to the requirements of this In submitting this Contract, Contractor acknowledges and Contract, including without limitation the performance standards agrees that: set forth in Section 1B of this Contract; and (4) shall be fit, sufficient, and suitable for the purposes expressed in, or A. Reliance. Owner is relying on all warranties, reasonably inferred from, this Contract and the warranties representations, and statements made by Contractor in this expressed herein shall be in addition to any other warranties Contract. expressed or implied by law, which are hereby reserved unto Owner. Contractor, promptly and without charge, shall correct B. Reservation of Rights. Owner reserves the right to any failure to fulfill the above warranty at any time within one reject any and all proposals, reserves the right to reject the low year after final payment or such longer period as may be price proposal, and reserves such other rights as are set forth in prescribed in the performance standards set forth in Section 1B the Instructions to Contractors. of this Contract or by law. The above warranty shall be extended automatically to cover all repaired and replacement parts and C. Acceptance. If this Contract is accepted, Contractor labor provided or performed under such warranty and shall be bound by each and every term, condition, or provision Contractor’s obligation to correct Work shall be extended for a contained in this Contract and in Owner’s written notification of period of two years from the date of such repair or replacement. acceptance in the form included in this bound set of documents. The time period established in this Section 6A relates only to the specific obligation of Contractor to correct Work and shall not be D. Remedies. Each of the rights and remedies reserved construed to establish a period of limitation with respect to other to Owner in this Contract shall be cumulative and additional to obligations that Contractor has under this Contract. any other or further remedies provided in law or equity or in this Contract. B. Compliance with Laws. The Work, and all of its components, shall be provided, performed, and completed in E. Time. Time is of the essence for this Contract and, compliance with, and Contractor agrees to be bound by, all except where stated otherwise, references in this Contract to applicable federal, state, and local laws, orders, rules, and days shall be construed to refer to calendar days. regulations, as they may be modified or amended from time to time, including without limitation the Illinois Prevailing Wage Act, F. No Waiver. No examination, inspection, investigation, 820 ILCS 130/0.01 et seq. and any other prevailing wage laws; test, measurement, review, determination, decision, certificate, any statutes requiring preference to laborers of specified or approval by Owner, whether before or after Owner’s classes; the Illinois Steel Products Procurement Act, 30 ILCS acceptance of this Contract; nor any information or data 565/1 et seq.; any statutes prohibiting discrimination because of, supplied by Owner, whether before or after Owner’s acceptance or requiring affirmative action based on, race, creed, color, of this Contract; nor any order by Owner for the payment of national origin, age, sex, or other prohibited classification; and money; nor any payment for, or use, possession, or acceptance any statutes regarding safety or the performance of the Work. of, the whole or any part of the Work by Owner; nor any extension of time granted by Owner; nor any delay by Owner in Contractor for Manhole Rehabilitation Services Village of Winnetka Page 271 of 432 exercising any right under this Contract; nor any other act or omission of Owner shall constitute or be deemed to be an acceptance of any defective, damaged, or nonconforming Work, nor operate to waive or otherwise diminish the effect of any representation or warranty made by Contractor; or of any requirement or provision of this Contract; or of any remedy, power, or right of Owner. G. Severability. The provisions of this Contract/ Proposal shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. H. Amendments. No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Contractor, except that Owner has the right, by written order executed by Owner, to make changes in the Work (“Change Order”). If any Change Order causes an increase or decrease in the amount of the Work, then an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Work caused by any Change Order shall entitle Contractor to make any claim for damages, anticipated profits, or other compensation. I. Assignment. Neither this Contract, nor any interest herein, shall be assigned or subcontracted, in whole or in part, by Contractor except upon the prior written consent of Owner. J. Governing Law. This Contract, and the rights of the parties under this Contract shall be interpreted according to the internal laws, but not the conflict of law rules, of the State of Illinois. Every provision of law required by law to be inserted into this Contract/Proposal shall be deemed to be inserted herein . Contractor for Manhole Rehabilitation Services Village of Winnetka Page 272 of 432 Page 273 of 432 Page 274 of 432 Page 275 of 432 Page 276 of 432  ATTACHMENT A: SPECFICATIONS 1. Incorporation of All Existing Terms and Conditions: This contract fully incorporates all terms, conditions and other miscellaneous requirements and provisions as outlined in original joint bid and contract attached as Attachment B except as otherwise modified in the Village’s Contract and these Specifications. It is expressly understood that BLD Services, as the successor to Culy Contracting, shall honor the same agreement. 2. Pricing: Unit pricing shall be as outlined in the pricing matrix attached as Attachment B. It is expressly understood that the Contractor’s proposed unit pricing for all items and services in 2026 shall be as outlined in the Municipal Partnering Initiative’s 2024 contract. 3. Renewals: As outlined in Attachment B, this agreement shall have one one-year extension (for calendar years 2027) to be exercised at the Village’s sole discretion. If this contract is renewed, the pricing for each renewal shall be as outlined in the original joint bid with no escalation. Contractor for Manhole Rehabilitation Services Village of Winnetka Page 277 of 432  ATTACHMENT B Contractor for Manhole Rehabilitation Services Village of Winnetka Page 278 of 432 Page 279 of 432 Page 280 of 432 Page 281 of 432 Page 282 of 432 Page 283 of 432 Page 284 of 432 Page 285 of 432 Page 286 of 432 Page 287 of 432 Page 288 of 432 Page 289 of 432 Page 290 of 432 Page 291 of 432 Page 292 of 432 Page 293 of 432 Page 294 of 432 Page 295 of 432 Page 296 of 432 Page 297 of 432 Page 298 of 432 Page 299 of 432 Page 300 of 432 Page 301 of 432 Page 302 of 432 Page 303 of 432 Page 304 of 432 Page 305 of 432 Page 306 of 432 Page 307 of 432 Page 308 of 432 Page 309 of 432 Page 310 of 432  ACCEPTANCE The Contract attached hereto and by this reference incorporated herein and made a part hereof is hereby accepted by the order of the Village of Winnetka (“Owner”) as of ________________, 20___. This Acceptance, together with the Contract attached hereto, constitutes the entire and only agreement between the parties relating to the accomplishment of the Work and the compensation theref or and supersedes and merges any other prior or contemporaneous discussions, agreements, or understandings, whether written or oral, and shall prevail over any contradictory or inconsistent terms or conditions contained in any purchase order, acceptance, acknowledgement, invoice, or other standard f orm used by the parties in the performance of the Contract. Any such contradictory or inconsistent terms or conditions shall be deemed objected to by Owner without f urther notice of objection and shall be of no effect nor in any circumstances binding upon Owner unless accepted by Owner in a written document plainly labeled “Amendment to Contract.” Acceptance or rejection by Owner of any such contradictory or inconsistent terms or conditions shall not constitute acceptance of any other contradictory or inconsistent terms or conditions. VILLAGE OF WINNETKA Signature: ______________________________________ Printed name: ______________________________________ Title: ______________________________ Contractor for Manhole Rehabilitation Services Village of Winnetka Page 311 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-31-2026: Approving an Outdoor Dining Agreement with Paradise Foods, LLC (Adoption) PRESENTER: Hannah Lipman AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: During 2020 and 2021, in response to the COVID-19 pandemic, expanded temporary outdoor seating was authorized, including the closure of Chestnut Court for outdoor dining. In March 2022, the Council held a study session to review options for approval of the seasonal closure of public streets for outdoor dining. In June 2022, the Council approved an Outdoor Dining Agreement with Paradise Food Italia LLC dba Tocco for use of the south side of Chestnut Court for outdoor dining in the summer and fall of 2022. In February 2023, March 2024 and again last year in March 2025, the Council approved an Outdoor Dining Agreement with Paradise Food Italia LLC dba Tocco for use of the south side of Chestnut Court for outdoor dining in the spring, summer, and fall. EXECUTIVE SUMMARY: At the March 8, 2022 Village Council Study Session, Council reviewed various options for a new policy to consider and approve requests to close public streets for outdoor dining. Council consensus was to implement a new approval process for outdoor dining via a license agreement. This option balanced the efficiency and transparency of the approval process with the opportunity for public input. In addition, each request would be considered on its own merits, since some streets may not be suitable for closure due to traffic concerns and access to other businesses. Routine use of public sidewalks for outdoor dining will continue to be approved by the Council with the existing Outdoor Seating Permit process. In March 2024, the number of parking spaces on the south side of Chestnut Court that could be used by Paradise Food Italia LLC dba Tocco was adjusted, decreasing the usage from 7 to 5, with one used as a “flex parking space” to allow for patrons of other Chestnut Court businesses to stay until 6 PM. This solution worked and no businesses on Chestnut Court had issues in 2024 or 2025 with patron parking. For the 2026 season, the dates of the proposed license agreement are April 1st through November 30th. This constitutes a change from prior years' agreements, which were May 1st through September 30th. This adjustment was made to align with the outdoor dining permits season for all other establishments taking advantage of outdoor dining, which runs from April 1st through November 30th. Page 312 of 432 This change allows Tocco to take advantage of good weather days early or late in the season if they wish. This year, since only one side of the street will be closed, the agreement outlines that Tocco may play music in the outdoor seating area, but does not specify if it is to be amplified or unamplified like it did last year. Since there will not be a conflict relating to music on both sides of the street, the language simply states all music must comply with the Village Code Section 9.16.010 and not create a public nuisance. The Village attorney has drafted an Outdoor Dining Agreement which contains provisions for insurance requirements – the Village is named as an additional insured with a minimum liability limit of $1,000,000 per occurrence and $2,000,000 for the general aggregate. An insurance certificate evidencing this coverage has been provided. RECOMMENDATION: Consider adoption of Resolution No. R-31-2026 approving an Outdoor Dining Agreement with Paradise Food Italia LLC dba Tocco ATTACHMENTS: 1. Resolution No. R-31-2026: Approving an Outdoor Dining Agreement with Paradise Foods, LLC Page 313 of 432  RESOLUTION NO. R-31-2026 A RESOLUTION APPROVING AN OUTDOOR DINING AGREEMENT WITH PARADISE FOODS, LLC WHEREAS, the Village of Winnetka (“Village”) is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, Paradise Foods, LLC (“Restaurant”), is the operator of the food and beverage establishment known as Tocco located at 507 Chestnut Court in the Village; and WHEREAS, the Restaurant seeks to provide outdoor service of food and beverages for onsite consumption, within a portion of the public right-of-way, during the summer and fall of 2026 (“Outdoor Service”); and WHEREAS, outdoor dining brings vitality to the Village’s downtown business districts; and WHEREAS, the Village and Restaurant desire to enter into an Outdoor Dining Agreement to permit the Restaurant to provide Outdoor Service (“Outdoor Dining Agreement”); and WHEREAS, the Village Council has determined that it will serve and be in the best interests of the Village and its residents to enter into the Outdoor Dining Agreement with the Restaurant; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF OUTDOOR DINING AGREEMENT. The Village Council hereby approves the Outdoor Dining Agreement by and between the Village and Restaurant in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE OUTDOOR DINING AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final Outdoor Dining Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. [SIGNATURE PAGE FOLLOWS] March 3, 2026 R-31-2026 Page 314 of 432  ADOPTED this March 3, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-31-2026 Page 315 of 432  EXHIBIT A OUTDOOR DINING AGREEMENT Page 316 of 432  OUTDOOR DINING AGREEMENT THIS OUTDOOR DINING AGREEMENT ("Agreement"), dated as of this ____ day of March 2026, ("Effective Date"), by and between the VILLAGE OF WINNETKA, an Illinois home rule municipal corporation ("Village"), and PARADISE FOOD ITALIA LLC, an Illinois limited liability company ("Restaurant"). W I T N E S S E T H: WHEREAS, outdoor dining brings a vitality to the Village’s downtown business districts; and WHEREAS, the Restaurant is the operator of the Food and Beverage Establishment – Tocco located at 507 Chestnut Street in the Village (“Property”); and WHEREAS, the Restaurant seeks to provide outdoor service of food and beverages for onsite consumption (“Outdoor Service”) during the spring, summer, and fall of 2026; and WHEREAS, the Village Council has approved the Restaurant’s request to use a portion of the public right-of-way for Outdoor Service provided that the Restaurant execute and agree to the terms of this Agreement; NOW, THEREFORE, the Restaurant voluntarily declares that the Property, the Outdoor Service Area (as defined below), all portions thereof, and all improvements constructed thereon or therein, are and shall be held, used, and occupied subject to the following restrictions and provisions: 1. Outdoor Service shall be provided only on the area depicted in Exhibit A (“Outdoor Service Area”). 2. The Restaurant acknowledges and agrees that in providing Outdoor Service, it will comply with all applicable federal, State, and local laws, statutes, ordinances, regulations, and orders, including, without limitation, any operational guidance concerning Outdoor Service promulgated by the Governor, Illinois Department of Public Health, Illinois Department of Commerce and Economic Opportunity, or other State agency (collectively, “Requirements of Law”). 3. The Restaurant acknowledges and agrees that, by allowing the Restaurant to provide Outdoor Service in the Outdoor Service Area, the Village is not vesting any rights in the Restaurant to any additional zoning or permit approvals, regardless of expenditures incurred by the Restaurant in improving the Outdoor Service Area. 4. The Restaurant acknowledges and agrees that it may setup and use for Outdoor Service the Outdoor Service Area only during the following times between the following dates April 1, 2026 and November 30, 2026: • Tuesday through Saturday: 5:00 p.m. to 10:00 p.m. • Sunday: 4:30 p.m. to 10:00 p.m. -4- Page 317 of 432 (collectively, “Permitted Times”.) The Restaurant may not place, setup, store, or use any of its tables, chairs, or other personal property on the Outdoor Service Area or on the public right of way during any time except during the Permitted Times. The Restaurant may not store or place any items or place entertainment in front of adjacent businesses without the written consent of that business owner. The eastern-most parking space within the Outdoor Service Area is considered a “flex parking space” (see Exhibit A) and can be used for outdoor dining starting at 5 PM Monday – Saturday only if the space is unoccupied at that time. If a car is parked in the flex parking space between 5 PM and 6 PM, the set up for outdoor dining in the flex parking space may commence as soon as the spot is unoccupied. A car in the flex space must move no later than 6 PM Monday – Saturday and 4:30 PM on Sunday. Parking enforcement for the flex space will start at 6 PM Monday – Saturday and at 4:30 PM on Sunday. 5. The Restaurant acknowledges and agrees that: (i) it has confirmed that its general liability insurance, and if it serves alcohol, its dram shop insurance, provides coverage for Outdoor Service in the Outdoor Service Area; and (ii) it will maintain such insurance during all times it engages in Outdoor Service. 6. The Restaurant shall not be allowed to park or use any food trucks, trailers, or other vehicles to prepare or serve food or beverages in or near the Outdoor Service Area without the prior written approval of the Village and compliance with all permitting and other regulations of the Village. 7. The Restaurant must follow the Village’s parking regulations at all times. All employee and business vehicles that display a Zone A parking permit must park in Zone A parking spaces only. 8. The Restaurant must follow the rules outlined in their approved Outdoor Seating Area Permit. The Restaurant must keep a five-foot walk-way clear for pedestrians on the public right of way at all times. 9. The Restaurant may play music in the Outdoor Service Area only during the Permitted Times. The Restaurant must follow Village code Section 9.16.010 which states that “no person shall erect, contrive, cause, continue, maintain or permit to existing any public nuisance within the Village or within the police jurisdiction of the Village” including but not limited to “any sound or noise which because of its volume level, duration and character annoys, disturbs, injures or endangers the comfort, health, peace, repose or safety of reasonable persons of ordinary sensibilities within the Village.” (Section 9.16.020 D.8) 10. The Restaurant hereby agrees to release, indemnify, and hold harmless the Village, its agents, servants, officials, attorneys, and employees from and against any and all injuries, damages, claims, liabilities, demands, causes of action, losses, suits, expenses, liabilities, and judgments of any and all nature and kind whatsoever, including without limitation costs, expenses, and attorneys' fees, arising out of, occasioned by, connected with, or in any way attributable to: (a) this Agreement; or (b) any action or inaction taken by the Village pursuant to or in connection with this Agreement or the use of the Outdoor Service Area for Outdoor Service. 11. Applicant must provide a policy of insurance that names the Village of Winnetka as an additional insured with Applicant, with minimum liability limits of $2,000,000 for the general aggregate and $1,000,000 for each occurrence. The certificate of insurance must be approved by the Finance Director prior to utilizing the Outdoor Service Area. -5- Page 318 of 432  12. The Restaurant acknowledges and agrees that: A. The Village shall have the right at any time, in its absolute discretion, and without prior or written notice to the Restaurant: (i) to terminate this Agreement; (ii) to enforce any applicable Requirement of Law; (iii) to require the Restaurant to immediately terminate Outdoor Service and restore the Outdoor Service Area to its condition prior to its use for Outdoor Service at Restaurant’s sole cost and expense, normal wear and tear excepted; and (iv) to adopt additional orders or ordinances which may impact the Restaurant’s ability to provide Outdoor Service or use of the Outdoor Service Area. B. The Restaurant will not challenge any actions taken by the Village in accordance with Section and 9.A of this Agreement. 13. The individual signing this Agreement represents and warrants that they have been authorized to sign this Agreement on behalf of the Restaurant and bind the Restaurant. IN WITNESS WHEREOF, the Restaurant and the Village have caused this Agreement to be executed by duly authorized representatives on the date first above written. PARADISE FOOD ITALIA LLC, an Illinois limited liability company By: __________________________________ Its:___________________________________ VILLAGE OF WINNETKA, an Illinois home rule municipal corporation By: __________________________________ Kristin Kazenas, Village Manager -6- Page 319 of 432  EXHIBIT A DEPICTION OF AREA DESIGNATED FOR OUTDOOR SERVICE -7- Page 320 of 432  Agenda Item Executive Summary TITLE: Approval of Annual Outdoor Seating Area Permits PRESENTER: Dan Gardner AGENDA DATE: March 3, 2026 CONSENT: Yes ITEM TYPE: Consent Agenda ITEM HISTORY: Annual outdoor seating area permit approval, as required for commercial use of Village sidewalks (Village Code Section 12.04.070). EXECUTIVE SUMMARY: The Village Code requires Village Council permission for businesses to operate on public sidewalks. twenty-three Winnetka businesses have applied for outdoor seating permits. The applicants submitted proposed layout sketches and certificates of insurance showing at least $1,000,000/ occurrence and $2,000,000 general aggregate liability, naming the Village as an additional insured. The Village's insurance broker is in the process of reviewing and approving the insurance certificates, and Public Works Assistant Director Erik Jensen will inspect the requested table layouts. Staff will work with the applicants to assure appropriate passage of pedestrians. One additional applicant will submit their 2026 Outdoor Seating Area Permit Application for review. RECOMMENDATION: Consider approval of the 2026 Outdoor Seating Area Permit applications, pending final insurance certificate and table layout approval by the Village. ATTACHMENTS: 1. Applicants for Outdoor Seating Permit 2026 Page 321 of 432  Licensee Business Address License Number 501 Local 501 Chestnut Street 1 At Properties 30 Green Bay Road 2 Corner Banh Mi 561 Lincoln Ave 3 Fondita Miguel 544 Lincoln Ave 4 Fred's Garage 574 Green Bay Road 5 Grateful Bites Pizza Shoppe 899 Green Bay Road 6 HeART Studio 964 Green Bay Road 7 Hometown Coffee and Juice 749 Elm Street 8 Jimoto 813 Oak Street 9 La Taquiza 566 Chestnut St 10 Little Honeycomb 540 Lincoln Ave 11 Noah's Ark 831 Elm St 12 Once Upon A Bagel 1050 Gage St 13 Original Green Bay Café 568 Green Bay Rd 14 Peet's Coffee 817 Elm Street 15 Sara Campbell 563 Lincoln Ave 16 Soupicurean 566 Chestnut St 17 Spirit Elephant 924 Green Bay Rd 18 Stacked and Folded 551 Lincoln Ave 19 Starbucks 566 Chestnut St. 20 Tocco - Sidewalk 507 Chestnut St 21 Towne and Oak 921-23 Green Bay Rd 22 True Juice 542 Chestnut St 23 Page 322 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-28-2026: Approving a Non-Exclusive License Agreement for Use of Winnetka Property for the Winnetka Music Festival (Adoption) PRESENTER: Hannah Lipman AGENDA DATE: March 3, 2026 CONSENT: No ITEM TYPE: Ordinances and Resolutions ITEM HISTORY: The annual Winnetka Music Festival began in 2017 and is co-sponsored by the Village of Winnetka and the Winnetka-Northfield-Glencoe Chamber of Commerce. EXECUTIVE SUMMARY: The 2026 Winnetka Music Festival will be a two-day event scheduled for Friday, June 19, 2026 and Saturday, June 20, 2026. The festival is a ticketed public event and will take place on Lincoln Avenue between Pine Street and Elm Street along with the Village-owned Lincoln Avenue parking lot and is expected to attract thousands of visitors to Winnetka. Given the scope and extensive footprint of the event, a formal license agreement should be agreed upon before granting approval to the special event permit. The license agreement is between the Village, the Winnetka-Northfield-Glencoe Chamber of Commerce and Valslist (the event promoter and operator). Terms of the agreement are generally consistent with the prior year license agreement, with the exception of time adjustments. The event will be permitted to open to the public beginning at 4:00p.m. on Friday June 19th instead of 5:00p.m. to allow enough time for patrons to get through the gates and see the opening performance. Additionally, setup is approved to begin as early as 6:00a.m. on Thursday June 18th instead of 6:00p.m. This reflects how setup operations occurred last year, starting with the closure of the municipal parking lot behind the Community House and the parking lot entrance for 711 Oak. It is anticipated the remainder of the downtown area will close at 5:00p.m. on Thursday. All closures will be done in coordination with Village staff and with proper communications to businesses and residents. Key points identified in the license agreement include: location, date and times for the event including setup, operation and cleanup; site Plan including site maintenance, support and restoration after the event; security, emergency services and first aid; parking, signage and marketing; waste management, restrooms and hand-washing stations; and insurance, indemnification and waiver of liability. Page 323 of 432 The Winnetka Music Festival organizers and Village staff will be coordinating logistics with the One Winnetka project developers to ensure coordination of a safe and successful event during construction activities. RECOMMENDATION: Consider adoption of Resolution No. R-28-2026: Approving a Non-Exclusive License Agreement for the Use of Winnetka Property for the Winnetka Music Festival. ATTACHMENTS: 1. Resolution No. R-28-2026: Approving a Non-Exclusive License Agreement for Use of Winnetka Property for the Winnetka Music Festival Page 324 of 432  RESOLUTION NO. R-28-2026 A RESOLUTION APPROVING A NON-EXCLUSIVE LICENSE AGREEMENT FOR USE OF WINNETKA PROPERTY FOR THE WINNETKA MUSIC FESTIVAL WHEREAS, the Village of Winnetka (“Village”) is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Village is the owner of certain real property in the Elm Street Business District of the Village including portions of the Lincoln Avenue right-of-way, Elm Street right-of- way, and the property commonly known as the Lincoln Avenue Parking Lot (collectively, “Licensed Premises”); and WHEREAS, the Winnetka-Northfield-Glencoe Chamber of Commerce, Inc., (“Chamber”), sponsors, supports, and conducts community events for the benefit of the Village of Winnetka community and general public, including the 2026 music festival commonly referred to as the “Winnetka Music Festival” (“Event”); and WHEREAS, Valslist, LLC (“Valslist”), organizes, promotes, and operates music festivals; and WHEREAS, the Chamber has contracted with Valslist to organize, promote, and operate the Event; and WHEREAS, the Chamber and Valslist desire to use the Licensed Premises for the Event; and WHEREAS, the Village is willing to enter into a non-exclusive license agreement to permit the Chamber and Valslist to use the Licensed Premises for the Event (“License Agreement”); and WHEREAS, the Village Council has determined that it will serve and be in the best interests of the Village and its residents to enter into the License Agreement with the Chamber and Valslist; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF LICENSE AGREEMENT. The Village Council hereby approves the License Agreement by and among the Village, Chamber, and Valslist in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Manager. March 3, 2026 R-28-2026 Page 325 of 432  SECTION 3: AUTHORIZATION TO EXECUTE LICENSE AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final License Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. ADOPTED this 3rd day of March, 2026, pursuant to the following roll call vote: AYES: _____________________________________________________ NAYS: _______________________________________________________ ABSENT: _______________________________________________________ ABSTAIN: _______________________________________________________ Signed Village President Countersigned: Village Clerk March 3, 2026 R-28-2026 Page 326 of 432  EXHIBIT A LICENSE AGREEMENT Page 327 of 432  NON-EXCLUSIVE LICENSE AGREEMENT FOR USE OF VILLAGE OF WINNETKA PUBLIC STREETS FOR THE 2026 WINNETKA MUSIC FESTIVAL THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement"), dated as of this 3rd day of March, 2026, ("Effective Date"), by and among the VILLAGE OF WINNETKA, an Illinois home rule municipality ("Village"), the WINNETKA-NORTHFIELD-GLENCOE CHAMBER OF COMMERCE, INC., an Illinois not-for-profit corporation ("Chamber"), and VALSLIST LLC, an Illinois limited liability company (“Valslist”) (the Chamber and Valslist are, collectively, “Operator”) (the Village, Chamber, and Valslist are, collectively, “Parties”). WHEREAS, the Chamber sponsors, supports and conducts many community events for the benefit of the Village of Winnetka community and general public, including but not limited to, a 2026 music festival commonly referred to as the “Winnetka Music Festival” (“Event”); WHEREAS, Valslist organizes, promotes and operates music festivals; WHEREAS, the Chamber has contracted with Valslist to organize, promote, and operate the Event; WHEREAS, the Village is the owner of certain real property, including streets, sidewalks and common gathering places in the portion of the Village commonly referred to East Elm Downtown area and, more specifically, as Downtown Lincoln Avenue located on Lincoln Avenue from Elm Street to Pine Street, a map of which is attached as Exhibit 1 and incorporated herein ( “Downtown Lincoln Avenue”); WHEREAS, the Chamber and Valslist desire to use for the Event: 1. Downtown Lincoln Avenue; Downtown Elm Street between Green Bay Road and Arbor Vitae; 2. Public streets and sidewalks on Lincoln Avenue between Pine Street and Oak Street; and Elm Street between Green Bay Road and Arbor Vitae; and 3. The Lincoln Avenue Parking lot (south of Winnetka Community House), all as depicted in Exhibit 1 (collectively, “Licensed Premises”); and WHEREAS, the Village is willing to grant Operator use of the Licensed Premises for the Event based on strict compliance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the recitals, mutual covenants, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby mutually agree as follows: 1 Page 328 of 432 1. Incorporation of Recitals. The foregoing recitals are hereby incorporated into this Agreement, and made a part hereof, and all covenants, terms, conditions, and provisions hereinafter contained shall be interpreted and construed in accordance therewith. 2. Grant and Term of License. A. Grant of License. Subject to the terms and conditions set forth in this Agreement, the Village hereby grants to Operator, and Operator hereby accepts, a non-exclusive revocable license to use the License Premises for the sole purpose of hosting the Event pursuant to and in strict accordance with the terms and provisions of this Agreement ("License"). Operator acknowledges and agrees that nothing in this Agreement shall be interpreted to provide a license to Operator to alter the Licensed Premises in any way other than as expressly set forth in this Agreement. B. As-Is, Where-Is. Operator hereby accepts the Licensed Premises in its condition at the time of use, WHERE-IS and AS-IS, and subject to applicable requirements of law. Operator acknowledges and agrees that: (i) the Village has made no representations or warranties as to the suitability of the Licensed Premises for the Operator's intended purposes; and (ii) the Village will have no responsibility to maintain the Licensed Premises in any particular condition or manner before, after, or during the Event. Operator waives any implied warranty that the Licensed Premises will be suitable for the Operator’s intended purposes. C. Limitation of Interest. Except for the Licensee granted pursuant to this Agreement, Operator shall have no legal, beneficial, or equitable interest, whether by adverse possession or prescription or otherwise, in the Licensed Premises. D. Term. The License shall be for a term commencing on June 18, 2026, at 6:00 a.m. and ending on the earlier to occur of: (i) a terminating event as described in Section 2.E of this Agreement; or (ii) June 21, 2026, at 6:00 a.m. (“Term”). All setup, take-down, and clean-up for the Event shall occur during the Term. E. Termination. 1. Termination Event. Without prejudice to any other rights and remedies available pursuant to the rest of this Agreement, the License shall automatically expire and terminate upon the occurrence of any of the following: a. Failure to Comply. Operator has violated any provision of this Agreement; provided, however, that prior to termination pursuant to this Section 2.E.1.a, the Village shall provide the Chamber with seven days written notice and an opportunity to cure the violation. 2 Page 329 of 432  b. Dangerous Condition. The Village determines, in its sole and absolute discretion, that the Event threatens the public health and safety, and that the termination of the Event and this Agreement is necessary to abate the dangerous condition. 2. Restoration of Licensed Premises. a. Operator Obligation. Upon termination of this Agreement pursuant to this Section 2.E or at the end of the Term as set forth in Section 2.D, Operator, at its sole cost and expense, shall restore the Licensed Premises as nearly as practicable to its condition as of the commencement of the Term, including, without limitation: (1) repair of the Licensed Premises, if necessary in the sole determination of the Village; and (2) restoration of all other Village-owned or Village- leased property as nearly as practicable to the condition immediately preceding the Term, if disturbed or damaged by Operator or any of its vendors, contractors, customers, agents, or guests. b. Failure to Restore. In the event that Operator fails or refuses to repair or restore the Licensed Premises any Village-owned or Village- leased property that is disturbed or damaged by Operator or any of its vendors, contractors, customers, agents, or guests, in accordance with Section 2.E.2.a of this Agreement, the Village shall have the right, but not the obligation, to perform and complete the repair and/or restoration, and to charge Operator for all costs and expenses, including legal and administrative costs incurred by the Village, for such work. The rights and remedies provided in this Section 2.E.2.b shall be in addition to, and not in limitation of, any other rights and remedies otherwise available to the Village. 3. Security Deposit. Valslist shall be required to pay to the Village $2,500.00 to the Village as a security deposit (“Security Deposit”) to secure the obligations of Operator under this Agreement. Valslist shall pay to the Village the Security Deposit no later than 5:00 p.m., June 1, 2026, in the form of a cashier’s check or certified funds. The cost of any materials used by the Village or a third- party service provider, and any labor and related expenses performed by the Village or a third- party service provider to restore the Licensed Premises or other Village-owned or Village-leased property damaged during or as a result of the Event, to its proper condition will be deducted from the Security Deposit and the remaining portion of the Security Deposit will be returned to Valslist. In the event the cost of the work to return the Licensed Premises, or any other Village property damaged during or as a result of the Event, to its proper condition exceeds the amount of the Security Deposit, Operator shall pay the additional cost to the Village within 30 days of receipt of a demand from the Village. 3 Page 330 of 432 4. Hours of Operation. A. Operator may commence setup beginning at 6:00a.m. on Thursday June 18, 2026, in conjunction with Village setup operations, and shall not continue operations beyond 10:30p.m. Operator may commence setup operations beginning at 6:00a.m. on Friday June 19, 2026. Operations to demobilize shall be completed by the Operator by 6:00a.m. Sunday June 21, 2026. B. Operator may open the Event for public attendance only on Friday June 19, 2026 from 4:00 pm to 10:30 pm and Saturday, June 20, 2026 from 11:00 am to 11:00 p.m. 5. Inspection of Site. Operator shall inspect the Licensed Premises prior to and routinely during the Event to determine the suitability of the Licensed Premises for the Event and any contemplated use and to identify and abate any potential safety hazards or dangerous conditions. Operator shall take all reasonable measures to protect from safety hazards and potential safety risks: (i) all Operator employees, owners, agents, and volunteers (collectively, “Event Staff”); (ii) Event contractors, vendors, exhibitors, performers and anyone directly or indirectly employed by them (collectively “Vendors”); (iii) members of the public that attend the Event and all other Operator invitees (collectively “Event Invitees”); and (iv) Village employees and participants. Operator must promptly advise the Village of any safety hazards or potentially dangerous condition of which they become aware during the Term. 6. Site Plan. Valslist, or its designated Vendor, shall prepare and submit a preliminary site plan for the Event to the Village for review and approval by May 1, 2026. Valslist shall prepare and present a final site plan for review and approval by the Village on or before June 1, 2026. 7. Alcoholic Beverages. A. Sale. Valslist or its designated Vendor shall be permitted to sell beer, wine, and pre- mixed cocktails during the Event, provided that: (i) Valslist, or if its designated Vendor sells beer, wine or pre-mixed cocktails, its designee, obtains a liquor license from the Village to allow for the sale of the same; and (ii) Valslist, and if applicable, its designated Vendor, fully and strictly complies with all federal, state, county and local statutes, ordinances, rules, regulations and orders governing the sale, possession and delivery of alcoholic beverages, including without limitation, procuring all required licenses and permits. The sale of all alcohol shall be limited to the designated beer, wine, and cocktail locations, identified in Exhibit 1. If Valslist sells beer, wine, or pre-mixed cocktails during the Event, Valslist will be responsible for any and all liability arising directly or indirectly out of or associated with the sale of alcohol at the Event. In the event that Valslist’s designated Vendor sells beer, wine, or pre-mixed cocktails during the Event, Valslist agrees to be jointly and 4 Page 331 of 432  severally responsible and liable for all liability arising directly or indirectly out of or associated with the sale of alcohol at the Event. B. Insurance. Valslist, or if applicable, its designee, shall provide proof of a valid state and local liquor license authorizing the sale of alcoholic beverages as provided herein and a Certificate of Insurance for liquor liability insurance (“Dram Shop Insurance”), certifying that Valslist has in full force and effect, Dram Shop Insurance covering the Event in compliance with all applicable local and state laws, regulations and ordinances, and is sufficient to cover liability imposed under Illinois law. Said insurance shall name the Village as an additional insured. All forms of Certificates of Insurance are subject to approval by the Village and must set forth the minimum requirements as attached hereto as Exhibit 3 attached hereto and incorporated herein. 8. Vendors. All contractual and financial arrangements necessary for the conduct of the Event shall be negotiated and executed by, and be the sole responsibility and liability of, Valslist, or its designated Vendor. Valslist, or its designated Vendor shall be responsible for, and shall timely pay all costs associated with, the Event, including, but not limited to, marketing, production, entertainment, Vendors’ facilities, restroom and sanitation facilities in accordance with Section 17 of this Agreement, security, waste and recycle services in accordance with Section 10 of this Agreement, and required permits and fines, if any. Valslist shall provide the Village with a detailed list of all Vendors prior to May 15, 2026, and shall update the Village on any Vendor additions or changes after such list is provided. Additional Vendors may not be added to this list after June 1, 2026, without the express written approval of the Village. The Village shall have the right but not the obligation to inspect the operations of any and all Vendors prior to and during the Event with respect to their compliance with this Agreement and any applicable laws, rules, ordinances and regulations. The Village shall have no liability for its inspection or failure to inspect pursuant to this paragraph. Valslist shall require all Vendors to meet all applicable local, state and federal laws, ordinances, and regulations. All Vendors are independent contractors of Valslist and are not employees or agents of Valslist or the Village, and Valslist shall require each Vendor to execute and sign a certificate and/or contract confirming this independent contractor relationship. Every Vendor shall also acknowledge that said Vendor is a third party and not a party to this Agreement. 9. Site Maintenance and Support. The Village shall provide the site maintenance support for the Event listed in this Section 9. Operator acknowledges and agrees that the Village shall not be responsible for any other site maintenance support for the event. A. Event Set-Up. The Village will provide electric service at locations agreed upon and approved by the Village’s Water and Electric Director. B. Before, During, and After the Event. The Village shall provide the following before, during and after the Event: 1. Reasonably answer questions related to the Licensed Premises; 5 Page 332 of 432  2. Providing assistance in securing the Licensed Premises by allowing the placement of additional fencing and barricades in agreed upon locations to control access to the Event during the Term; 3. As part of the event planning, the Village’s GIS tech will assist Operator by developing and printing maps for the event as agreed upon by the Village’s Engineering Director; 4. Hang Music Fest banners over Green Bay Road, at other locations in the Village, approved by the Village Manager, and remove the banners following the Event; 5. If needed, remove existing streetlights in Lincoln Avenue parking lot for semi-trailer (stage) access and re-install streetlights following the event; 6. On the nights of the Event, turn off agreed upon streetlights in the Lincoln Avenue parking lot subject to final approval of the Village’s Fire Chief; 7. Provide police, fire, and paramedic services to Event to provide services to the public, provided that Operator acknowledges that, in the event of emergencies, such police, fire, and paramedic personnel may be called away from the Event; 8. Provide Public Works staffing and equipment to assist with road closures, maintenance, and support of operations; 9. Provide electric service for small electric loads (i.e. i-pad charges, credit card machines) at agreed upon pedestrian street light poles as approved by the Village’s Water & Electric Director; Valslist shall communicate all requests for site maintenance support, service status and any other grounds related items to the following Village designated representatives: Public Works Director Tom Powers (tpowers@winnetka.org; Office: +1.847.716.3270 Cell: +1.224.505.6346); Police Chief Brian O’Connell (boconnell@winnetka.org Office: +1.847.716.3400 Cell: +847- 878-2019); Fire Chief John Ripka (jripka@winnetka.org Office: +1.847.716.3303 Cell: +847.613- 7415); and Director of Water & Electric Nicholas Narhi (nnarhi@winnetka.org Office: +1.847.716.3556 Cell: +1.224.588.0529). 10. Waste and Recycle. Valslist or its Vendor shall provide and pay for at its sole cost and expense all necessary waste and recycling for the Event, which obligation shall include arranging for waste and recycle bins adequate in numbers throughout the Licensed Premises. Valslist or its 6 Page 333 of 432 Vendor shall maintain the Licensed Premises and surrounding area in a clean, neat, orderly, sanitary, and safe condition, free from accumulation of waste materials and rubbish during the Event. At the completion of the Term, Valslist or its Vendor shall remove from and about the Licensed Premises all waste and recycling materials, rubbish, tools, equipment, and any other materials. If Valslist or its Vendor fails to clean up the Licensed Premises and surrounding area as provided herein, the Village may do so, and the cost thereof shall be deducted from the Security Deposit. In the event the cost to clean up the Licensed Premises and surrounding area exceeds the Security Deposit, Valslist shall pay the additional costs to the Village within 30 days of a demand from the Village. 11. Restoration. Valslist shall be responsible for damage done to Village properties beyond normal wear and tear resulting from use of the Licensed Premises and other Village-owned and Village-leased properties during or as a result of the Event and shall reimburse the Village for all costs and expenses incurred by the Village to repair and/or remedy the same. The Village shall deduct said costs and expenses from the Security Deposit as specified in Section 5 of this Agreement. Valslist shall immediately advise the Village of any damage made to Village-owned or Village-leased property. 12. Security. The Village will provide officers on an operational basis for the Event and assist with traffic and crowd control. Valslist will contract and provide supplemental unarmed security officers for the festival. Private security officers shall monitor potential issues related to service, ticket entry and exit, and sales related to consumption of alcoholic beverages. The private security provided by Valslist shall also be responsible for monitoring and securing the Licensed Premises during overnight hours during the Term. 13. Emergency Services/First Aid. Valslist or its Vendor must supply a first aid station on or near the Licensed Premises that is staffed with appropriate medical personnel to handle general first aid inquiries from Event attendees. The Village Fire and Police Departments shall establish an incident/action plan that addresses emergency medical and fire department responses. Additionally, the plan will include severe weather procedures. Valslist will secure permission and access to any agreed upon emergency evacuation locations. The Village shall provide copies of the incident action plan to Valslist. Valslist will be included in any emergency evacuation plan, monitoring weather conditions and determining whether the Event should be suspended or cancelled due to inclement weather or other cause. Valslist further acknowledges and agrees that in the event of request from the Village due to an emergency, Valslist shall immediately suspend or shutdown the Event and comply with any reasonable Village security directives. 14. Parking. Valslist shall prepare a parking plan and submit it to the Village for approval no later than June 1, 2026. Any expenses associated with parking arrangements for the Event will be the sole responsibility of Valslist. All vehicles owned, leased, licensed or controlled by Event Staff, Vendors, and Event Invitees must be removed from Village parking lots no later than the end of the Term. Valslist shall designate an appropriate number of handicap-accessible parking spaces in the parking plan for use by Event Staff, Vendors and Event Invitees. Valslist shall not permit 7 Page 334 of 432 vehicles other than those displaying authorized handicap license plates or placards to park in the spaces designated for handicap parking. 15. Signs. The Village shall provide 20 custom printed banners for display on its Sternberg lighting fixtures located on Lincoln Avenue. Any other signage for the Event shall be provided by Valslist at its sole cost and expense, and such signs shall be displayed only in accordance with all applicable Village requirements. 16. Marketing and Sponsorship. Operator shall not market the Event or take any other actions that: (i) may mislead or misrepresent the Event, the Parties, or the Licensed Premises; (ii) is inconsistent with the Village’s mission, values, policies or operations; or (iii) is in violation of any law. Furthermore, Operator shall not allow an Event sponsor to market the Event or take any other actions that: (i) may mislead or misrepresent the Event, the Parties, the Licensed Premises or the sponsor’s relationship with the Village or the Licensed Premises; (ii) is inconsistent with the Village’s mission, values, policies or operations; or (iii) is in violation of any law. Operator and all sponsors are separate entities from the Village and neither Operator nor any sponsor shall be deemed to be, nor shall they represent themselves to be employees, partners, or joint venturers of the Village or owners of any Village property. In the event the Village determines any marketing or other actions by Operator or an Event sponsor violates this Section, Operator shall immediately cease or cause the sponsor to cease such marketing or other actions upon the Village’s notice to Operator of the same. 17. Restrooms. Valslist or its Vendor shall, at Valslist or its Vendor’s sole cost and expense, ensure sanitation/portable restroom facilities are provided, including handwashing stations, adequate in numbers with an appropriate number of ADA compliant units in a designated area in the Licensed Premises during the Event, which portable units shall be depicted on the Event site plan. Valslist shall be responsible for servicing and maintaining these units, which service and maintenance includes, without limitation, regular cleaning of the interior of the units and restocking supplies. 18. Licenses and Permits. Valslist shall be solely responsible for acquiring all necessary licenses, permits, and inspections as required by local, state, and federal governmental authorities in connection with the Event and shall provide the Village with copies of any applicable licenses, permits and inspections not less than five business days prior to the commencement of the Term. 19. Village’s Right to Stop the Event. A. Stoppage. Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 19, the Village reserves the right to stop, or require modification of, any aspect of the Event that it determines it is inconsistent with this Agreement, or with Village policy or which, in the Village’s opinion, would result in an inappropriate use of the Licensed Premises, constitute a threat to the health, safety or welfare of the public or any other person, or result in an increased risk of 8 Page 335 of 432  liability to the Village. The reservation of this right is not intended to impose an obligation upon the Village to ascertain these matters, and neither the Village’s exercise of this reserved right nor its failure to exercise this reserved right shall create any liability on the part of the Village or otherwise lessen the Operator’s insurance, indemnification and hold harmless obligations under this Agreement. B. Procedure. In the event that the Village directs Operator to stop or modify any aspect of the Event as provided in this Section: 1. If such direction is provided two or more hours prior to the Event opening to the public, Operator shall have the opportunity to appeal this direction to the Village President and the Village Manager. Operator may designate a non-affiliated third party to make a recommendation to the Village for such appeal. The Parties will use their collective best efforts to reach an agreement on any modification(s) to the Event operation, provided the Village shall have final authority to stop, suspend, or require modification of any aspect of the Event. 2. If such direction is provided less than two prior to the Event opening to the public or is provided while the Event is open to the public, the Village’s direction to stop or require modification of any aspect of the Event operation shall be immediately followed and Valslist shall not have an opportunity for any appeal. 20. Compliance with Laws. Operator shall comply with and cause all Vendors to comply with all applicable federal, state, and local laws, ordinances, rules and regulations in the conduct of the Event. 21. WAIVER OF LIABILITY. OPERATOR AGREES THAT IT WILL NOT SEEK, AND DOES NOT HAVE THE RIGHT TO SEEK, RECOVERY OF A JUDGMENT FOR MONETARY DAMAGES AGAINST THE VILLAGE OR ANY VILLAGE ELECTED OR APPOINTED OFFICIALS, AGENTS, REPRESENTATIVES, ATTORNEYS OR EMPLOYEES ARISING OUT OF, CONNECTED WITH OR IN ANY WAY RELATED TO: (I) THE EVENT; (II) THE USE OF THE LICENSED PREMISES; OR (III) AS A RESULT OF THE CONDITION, MAINTENANCE, AND USE OF THE LICENSED PREMISES. OPERATOR FURTHER AGREES TO ASSUME THE FULL RISK OF ANY INJURIES, INCLUDING DEATH, AND ALL COSTS, DAMAGES, AND LOSSES THAT OPERATOR OR ITS EMPLOYEES, AGENTS, CONTRACTORS, AGENTS, SERVANTS, EMPLOYEES, VENDORS, EVENT STAFF, OR THE PUBLIC MAY SUSTAIN RELATED TO: (I) THE EVENT; (II) THE USE OF THE LICENSED PREMISES; OR (III) AS A RESULT OF THE CONDITION, MAINTENANCE, AND USE OF THE LICENSED PREMISES. OPERATOR FULLY UNDERSTANDS AND AGREES THAT THE VILLAGE DOES NOT ASSUME 9 Page 336 of 432 THE CARE, CUSTODY, OR CONTROL OF ANY PERSONAL PROPERTY OR EQUIPMENT BROUGHT UPON THE LICENSED PREMISES OR STORED AT, IN OR ON ANY OTHER VILLAGE PROPERTY, FACILITY OR BUILDING. OPERATOR ASSUMES THE RISK AND IS RESPONSIBLE FOR THE CARE, CUSTODY, AND CONTROL OF ANY AND ALL PROPERTY OR EQUIPMENT BROUGHT ONTO THE LICENSED PREMISES OR STORED AT, IN, OR ON ANY OTHER VILLAGE PROPERTY, FACILITY OR BUILDING, INCLUDING PROPERTY STORED WITHIN A VEHICLE OWNED, LEASED, LICENSED OR CONTROLLED BY ANY EVENT STAFF, VENDOR, OR EVENT INVITEE. THIS WAIVER OF LIABILITY AND ASSUMPTION OF RISK SHALL NOT APPLY TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE VILLAGE. 22. Insurance. Operator agrees to obtain and maintain the insurance coverages listed in and in accordance with Exhibit 2 attached hereto and incorporated herein. Valslist shall require all Vendors to provide and maintain at their own cost and expense insurance coverage in accordance with Exhibit 3, attached to and incorporated herein. Operator shall tender certificates of insurance to the Village evidencing the requested coverage and compliance with this Section on or before June 2, 2026. No changes to the insurance coverage regarding the type and amount of coverage, coverage period or covered parties shall be made after June 2, 2026, without the express, prior written permission of the Village. Failure to provide said proof of insurance as provided herein shall constitute a material breach of this Agreement and may result in the Village’s immediate termination of the Event, this Agreement, or both. 23. Indemnification. Operator agrees to, and does hereby, defend (at the Village’s option), hold harmless and indemnify the Village and all Village elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims that may be asserted at any time against any of those parties in connection with: (i) Operator’s use of the Licensed Premises; (ii) the Event; or (iii) Operator’s performance of, or failure to perform, its obligations under this Agreement (collectively, “Indemnified Claims”), whether or not any such Indemnified Claim is due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or willful misconduct or fault of Operator; provided, however, that this indemnity shall not apply to willful misconduct or gross negligence on the part of the Village. 24. Joint and Several Liability. Valslist and the Chamber shall be jointly and severally liable for all of the obligations and liabilities of Operator under this Agreement. 25. Survival. Sections 2.E.2, 11, 21, 23, 24, 25, and 26 of this Agreement shall survive termination of this Agreement. 26. No Third-Party Beneficiary. This Agreement is entered into solely for the benefit of the contracting Parties, and nothing in this Agreement is intended, either expressly or impliedly, to provide any right or benefit of any kind whatsoever to any person and/or entity who is not a party to this Agreement or to acknowledge, establish or impose any legal duty to any third party. 27. No Waiver of Tort Immunity. Nothing contained in any provision of this Agreement is intended to constitute nor shall constitute a waiver of the privileges, immunities, or defenses 10 Page 337 of 432  available to the Village under the Illinois Local Governmental and Governmental Employees Tort Immunity Act. 28. Notices. Notices shall be deemed properly given hereunder if in writing and either hand delivered or sent by United States certified mail, return receipt requested, postage prepaid, or by email transmission with the sending Party retaining confirmation of receipt, to the Parties at their respective addresses provided below, or as either Party may otherwise direct in writing to the other Party from time to time: If to Village: Village of Winnetka Attn:Kristin Kazenas 510 Green bay Road Winnetka, IL 60093 Email: kkazenas@winnetka.org If to Valslist: Valslist LLC Attn: Mark Haller 657 Hibbard Road Winnetka, IL 60093 Email: Mark@valslist.com If to the Chamber: Winnetka-Northfield-Glencoe Chamber of Commerce Attn: Terry Dason 841 Spruce Street Winnetka, IL 60093 Email: director@winnetkanorthfieldchamber.com Notices personally delivered shall be deemed given on the date of delivery, notices sent by certified mail shall be deemed delivered the second business day following deposit in the mail, and notices sent by email transmission shall be deemed given on the date of transmission if sent on or before 5:00 PM on a business day, or, if later, the next business day. 29. Time of the Essence. Time is of the essence in the performance of all of the terms and conditions of this Agreement. 30. No Waiver. The waiver by the Village of any breach or default under any provisions of this Agreement shall not be deemed to constitute a waiver of such provision for any subsequent breach or default of the same or any other provision. The acceptance of any payment by the Village shall not be deemed to constitute a waiver of any prior occurring breach or default by Operator of any provision of this Agreement regardless of the knowledge of the Village of such breach or default at the time of its acceptance of such payment. 31. Entire Agreement; Modifications. This Agreement contains all of the terms and conditions agreed on by the Parties with respect to the subject matter hereof, and no other alleged communications or agreements among the Parties, written or otherwise, shall vary the terms hereof. Any 11 Page 338 of 432 modifications of this Agreement and the License granted herein must be in writing, signed by all Parties and dated on or subsequent to the date hereof. 32. No Assignment. This Agreement may not be assigned by any Party unless consented to in writing by all Parties. 33. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any suit or action arising under this Agreement shall be commenced in the Circuit Court of Cook County, Illinois. 34. Counterparts. This Agreement may be signed upon any number of counterparts with the same effect as if the signatures to each were upon the same Agreement. 35. Severability. The invalidity of any section, paragraph or subparagraph of this Agreement shall not impair the validity of any other section, paragraph, or subparagraph. If any provision of this Agreement is determined to be unenforceable, such provision shall be deemed severable and the Agreement may be enforced with such provision severed or as modified by such court. 36. Headings. Headings and paragraph references contained in this Agreement are for convenience only and are not intended to and do not affect the interpretation of the subject matter contained within those sections. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. VILLAGE OF WINNETKA VALSLIST LLC By: By: Title: Title: WINNETKA-NORTHFIELD-GLENCOE CHAMBER OF COMMERCE By: Title: 12 Page 339 of 432  EXHIBIT 1 MAP OF LICENSED PREMISES 13 Page 340 of 432  EXHIBIT 2 THE CHAMBER’S AND VALSLIST’S INSURANCE REQUIREMENTS The Chamber and Valslist, or its designee, shall obtain and maintain insurance of the types and in the amounts listed below for the Term of the Agreement. The Chamber and Valslist shall name the Village as an additional insured on all policies of insurance, except workers’ compensation, on a primary and non-contributory basis. All policies shall be endorsed to include a waiver of subrogation in favor of the Village. A. Commercial General and Umbrella Liability Insurance The Chamber and Valslist, or its designee, shall each maintain commercial general liability (CGL) in the amount of $2,000,000 per occurrence/ $3,000,000 aggregate. CGL insurance shall be written on Insurance Services Office (ISO) occurrence form CG 0001 04 13 or a substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, all perils, including fire, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). The Village of Winnetka, its officials, officers, employees, attorneys, volunteers and agents shall be included as additional insureds under the CGL, using ISO insured endorsement CG 20 11 or a substitute providing equivalent coverage. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance afforded to the Village. Any insurance or self- insurance maintained by the Village shall be excess of the Chamber’s and Valslist’s insurance and shall not contribute to it. B. Business Auto Insurance The Chamber and Valslist, to the extent either party or a volunteer of either party provides transportation of any kind for the Event, shall maintain business auto liability with a limit of not less than $1,000,000 combined single limit. Such insurance shall cover liability arising out of any auto including owned, hired and non-owned autos. Business auto insurance shall be written on Insurance Services Office (ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provided contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01. 14 Page 341 of 432 C. Liquor Liability (Dram Shop) Insurance If Valslist sells liquor at the Event, it must maintain liquor liability and Dram Shop liability coverage with a limit of not less than $1,000,000 per occurrence. The Village of Winnetka, its officials, officers, employees, attorneys, volunteers and agents shall be included as additional insureds. This provision shall not apply in the event that all liquor sold at the Event is sold by a Vendor of Valslist. D. Umbrella Policy Valslist and the Chamber shall maintain an umbrella policy above $2,000,000 primary coverage. All umbrella policies must provide excess coverage over underlying insurance on a following-form basis so that, when any loss covered by the primary policy exceeds the limits under the primary policy, the excess or umbrella policy becomes effective to cover that loss. E. Workers Compensation Insurance The Chamber shall maintain workers compensation and employers liability insurance. The employers liability limits shall not be less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury and $1,000,000 by disease. If the Chamber is exempt from maintaining workers compensation and employers’ liability insurance in accordance with Illinois law, the Chamber shall provide a written representation, in a form acceptable to the Village, regarding the reason for this exemption. F. General Insurance Provisions All certificates of insurance shall provide for 30 days’ written notice to the Village prior to the cancellation or material change of any insurance referred to therein. Written notice to the Village shall be by certified mail, return receipt requested. Failure of the Village to demand such certificate, endorsement or other evidence of full compliance with these insurance requirements or failure of the Village to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Chamber’s or Valslist’s obligation to maintain such insurance. The Chamber and Valslist shall provide certified copies of all insurance policies required above within seven days of the Village’s written request for said copies. For insurance companies which obtain a rating from A.M. Best, that rating should be no less than A VII using the most recent edition of the A.M. Best's Key Rating Guide. If the Best's rating is less 15 Page 342 of 432 than A VII or a Best's rating is not obtained, the Village has the right to reject insurance written by an insurer that it deems unacceptable. If the Chamber’s or Valslist’s liability policies do not contain the standard ISO separation of insureds provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage. Any deductibles or self-insured retentions must be declared to the Village. At the option of the Village, the Chamber and Valslist may be asked to eliminate such deductibles or self-insured retentions as respects the Village, its officers, officials, employees, volunteers and agents or required to procure a bond guaranteeing payment of losses and other related costs including but not limited to investigations, claim administration and defense expenses. 16 Page 343 of 432  EXHIBIT 3 VENDOR INSURANCE AND INDEMNITY REQUIREMENTS Valslist shall cause all of the Vendors to obtain and maintain insurance of the types and in the amounts listed below for the Term of the Agreement. The Vendors shall name the Village as an additional insured on all policies of insurance, except workers’ compensation, on a primary and non-contributory basis. All policies shall be endorsed to include a waiver of subrogation in favor of the Village. A. Commercial General and Umbrella Liability Insurance Each Vendor shall each maintain commercial general liability (CGL) in the amount of $1,000,000 per occurrence/aggregate. CGL insurance shall be written on Insurance Services Office (ISO) occurrence form CG 0001 04 13 or a substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, all perils, including fire, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). The Village of Winnetka, its officials, officers, employees, attorneys, volunteers and agents shall be included as additional insureds under the CGL, using ISO insured endorsement CG 20 11 or a substitute providing equivalent coverage. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance afforded to the Village. Any insurance or self- insurance maintained by the Village shall be excess of the Vendor’s insurance and shall not contribute to it. B. Business Auto Insurance Each Vendor, to the extent a Vendor provides transportation of any kind for the Event, shall maintain business auto liability with a limit of not less than $1,000,000 combined single limit. Such insurance shall cover liability arising out of any auto including owned, hired and non-owned autos. Business auto insurance shall be written on Insurance Services Office (ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provided contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01. 17 Page 344 of 432 C. Umbrella Policy Each Vendor shall maintain an umbrella policy above $2,000,000 primary coverage. All umbrella policies must provide excess coverage over underlying insurance on a following-form basis so that, when any loss covered by the primary policy exceeds the limits under the primary policy, the excess or umbrella policy becomes effective to cover that loss. D. Workers Compensation Insurance Each Vendor shall maintain workers compensation and employers liability insurance. The employers liability limits shall not be less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury and $1,000,000 by disease. If a Vendor is exempt from maintaining workers compensation and employers’ liability insurance in accordance with Illinois law, the Chamber and/or Valslist shall provide a written representation, in a form acceptable to the Village, regarding the reason for this exemption. E. Liquor Liability (Dram Shop) Insurance Any Vendor that sells liquor at the Event must maintain liquor liability and Dram Shop liability coverage with a limit of not less than $1,000,000 per occurrence. The Village of Winnetka, its officials, officers, employees, attorneys, volunteers and agents shall be included as additional insureds. F. General Insurance Provisions All certificates of insurance shall provide for 30 days’ written notice to the Village prior to the cancellation or material change of any insurance referred to therein. Written notice to the Village shall be by certified mail, return receipt requested. Failure of the Village to demand such certificate, endorsement or other evidence of full compliance with these insurance requirements or failure of the Village to identify a deficiency from evidence that is provided shall not be construed as a waiver of a Vendor’s obligation to maintain such insurance. The Chamber and Valslist shall provide certified copies of all insurance policies required above within seven days of the Village’s written request for said copies. For insurance companies which obtain a rating from A.M. Best, that rating should be no less than A VII using the most recent edition of the A.M. Best's Key Rating Guide. If the Best's rating is less than A VII or a Best's rating is not obtained, the Village has the right to reject insurance written by an insurer that it deems unacceptable. 18 Page 345 of 432 If a Vendor’s liability policies do not contain the standard ISO separation of insureds provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage. Any deductibles or self-insured retentions must be declared to the Village. At the option of the Village, a Vendor may be asked to eliminate such deductibles or self-insured retentions as respects the Village, its officers, officials, employees, volunteers and agents or required to procure a bond guaranteeing payment of losses and other related costs including but not limited to investigations, claim administration and defense expenses. 19 Page 346 of 432  Agenda Item Executive Summary TITLE: Resolution No. R-30-2026: Approving a Non-Exclusive License Agreement for the Use of the Elm Street Train Station Parking Lot for an Artisan Market (Adoption) PRESENTER: Hannah Lipman AGENDA DATE: March 3, 2026 CONSENT: No ITEM TYPE: Ordinances and Resolutions ITEM HISTORY: None. EXECUTIVE SUMMARY: The Chicago Artisan Market is a curated, high-end market featuring food, fashion, home goods and art by local artisans and small businesses. The event organizers have successfully hosted similar markets throughout the North Shore, including in Wilmette and Northbrook, and have an established presence in Chicago. This would be the first time the market is held in Winnetka. The Artisan Market will be held on May 30 and 31, 2026, at the Elm Street Train Station Parking Lot. Organizers of the market will be completing a rental agreement with the Park District separate from this agreement for use of Station Park as well. The market will be free and open to the public. The event is expected to attract residents and visitors to the area, supporting local businesses and activating the public space around the train station and Station Park. Key points identified in the License Agreement include: • Location, dates, and times for the event, including setup, operation, and cleanup • Defined use of the premises • Parking • Waste management and utilities coordination. • Insurance requirements, indemnification, and waiver of liability provisions RECOMMENDATION: Consider adoption of Resolution No. R-30-2026: Approving a Non-Exclusive License Agreement for the Use of the Elm Street Train Station Parking Lot for an Artisan Market (Adoption) Page 347 of 432 ATTACHMENTS: 1. Resolution No. R-30-2026: Approving a Non-Exclusive License Agreement for an Artisan Market Page 348 of 432  RESOLUTION NO. R-30-2026 A RESOLUTION APPROVING A NON-EXCLUSIVE LICENSE AGREEMENT FOR THE USE OF THE ELM STREET TRAIN STATION PARKING LOT AND FOR AN ARTISAN MARKET WHEREAS, the Village of Winnetka (“Village”) is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Union Pacific Railroad Company, a Delaware corporation (“UPRR”), is the owner of the property commonly known as the Elm Street Train Station Parking Lot; and WHEREAS, the Village is the tenant of the Train Station Parking Lot pursuant to a lease agreement with the UPRR dated August 1, 1978 (“Lease”); and WHEREAS, INV Marketing Group LLC, d/b/a North Shore Artisan Market ("INV"), has expressed interest in operating a two-day Artisan Market to the Village (“Artisan Market”); and WHEREAS, the Village desires to authorize INV to use the Train Station Parking Lot for the Artisan Market; and WHEREAS, the Village desire to enter into a non-exclusive license agreement to permit INV to use the Train Station Parking Lot for the Artisan Market (“License Agreement”); and WHEREAS, the Village Council has determined that it will serve and be in the best interests of the Village and its residents to enter into the License Agreement with INV; NOW, THEREFORE, BE IT RESOLVED, by the Council of the Village of Winnetka, Cook County, Illinois, as follows: SECTION 1: RECITALS. The Village Council hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF LICENSE AGREEMENT. The Village Council hereby approves the License Agreement by and among the Village and INV in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Attorney. SECTION 3: AUTHORIZATION TO EXECUTE LICENSE AGREEMENT. The Village Council hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final License Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval according to law. March 3, 2026 R-30-2026 Page 349 of 432  ADOPTED this March 3, 2026, pursuant to the following roll call vote: AYES: ____________________________________________________________ NAYS: ____________________________________________________________ ABSENT: ____________________________________________________________ ABSTAIN: ____________________________________________________________ Signed ____________________________________ Village President Countersigned: _______________________________________ Village Clerk March 3, 2026 R-30-2026 Page 350 of 432  EXHIBIT A LICENSE AGREEMENT -3- Page 351 of 432  NON-EXCLUSIVE LICENSE AGREEMENT THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement"), dated as of this rd 3 day of March 2026, ("Effective Date"), by and among the VILLAGE OF WINNETKA, an Illinois home rule municipality ("Village") and INV Marketing Group LLC, d/b/a North Shore Artisan Market ("INV"). NOW THEREFORE, in consideration of the recitals, mutual covenants, and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby mutually agree as follows: SECTION 1. RECITALS. A. The Union Pacific Railroad Company (“UPRR”) is the owner of the property commonly known as the Elm Street Train Station Parking Lot, which is depicted in Exhibit A attached hereto and incorporated herein (“Train Station Parking Lot”). B. The Village has leased the Parking Lot from the UPRR pursuant to that certain Lease Agreement dated August 1, 1978 (“Lease”). C. The Winnetka Park District (“Park District”) is the owner of the property located adjacent to the Elm Street Parking Lot known as Station Park (“Park”). D. The Village desires to authorize INV to use the Train Station Parking Lot for the 2026 North Shore Artisan Market (“Market”), subject to the terms and conditions of this Agreement. E. The Village and INV desire to enter into this Agreement to permit INV to use the Train Station Parking Lot for the Market. SECTION 2. GRANT AND TERM OF LICENSE. A. Grant of Village License. Subject to the terms and conditions set forth in this Agreement, the Village hereby grants to INV, and INV hereby accepts, a non-exclusive revocable license to use the Train Station Parking Lot for the sole purpose of hosting the Market pursuant to and in strict accordance with the terms and provisions of this Agreement ("Village License"). INV acknowledges and agrees that nothing in this Agreement shall be interpreted to provide a license to INV to alter the Train Station Parking Lot in any way other than as expressly set forth in this Agreement. B. As-Is, Where-Is. INV hereby accepts the Train Station Parking Lot in its condition at the time of use, WHERE-IS and AS-IS, and subject to applicable requirements of law. INV acknowledges and agrees that: (i) the Village has made no representations or warranties as to the suitability of the Train Station Parking Lot for INV's intended purposes; and (ii) the Village will have no responsibility to maintain the Train Station Parking Lot in any particular condition or -4- Page 352 of 432 manner. INV waives any implied warranty that the Train Station Parking Lot is or will be suitable for INV’s intended purposes. C. Limitation of Interest. Except for the Village Licensee granted pursuant to this Agreement, INV shall have no legal, beneficial, or equitable interest, whether by adverse possession or prescription or otherwise, in the Train Station Parking Lot. INV will not engage in or allow any of its vendors or contractors to engage in, any activities or actions that cause the Village to violate the Lease or cause INV to violate this Agreement. D. Term. This License shall be for a term commencing on the Effective Date of this Agreement and ending on the earlier to occur of: (i) a terminating event as described in Section 2.F of this Agreement; or (ii) May 31, 2026. E. Termination of License; Restoration of Licensed Premises. 1. Termination Event. Without prejudice to any other rights and remedies available pursuant to Section 7 of this Agreement, the License shall automatically expire upon the occurrence of any of the following: a. Failure to Comply. INV has violated any material provision of this Agreement; provided, however, that prior to termination pursuant to this Section 2.E.1.a, the Village shall provide INV with 10 days written notice and an opportunity to cure the violation. b. Dangerous Condition. If the Village determines, in its reasonable discretion, that the Market threatens the public health and safety, and that the termination of the Market and this Agreement is necessary to abate the dangerous condition. 2. Restoration of Licensed Premises. a. INV Obligation. Upon termination of this Agreement pursuant to this Section 2.E or at the end of the term as set forth in Section 2.D, INV, at its sole cost and expense, shall restore the Train Station Parking Lot and Park as nearly as practicable to its condition as of the Effective Date, including, without limitation: (1) repair of the Train Station Parking Lot, if necessary in the reasonable determination of the Village; and (2) restoration of all other Village-owned, Village-leased property as nearly as practicable to the condition immediately preceding the Market, if disturbed or damaged by INV or any of its vendors, contractors, customers, agents, or guests. In no event shall INV be responsible for any damages to the Train Station Parking Lot to the extent resulting SOLELY from any act or omission of the Village or any of their respective employees or agents. b. Failure to Restore. In the event that INV fails or refuses to repair or restore the Train Station Parking Lot or any Village-owned, Village-leased property that is disturbed or damaged by INV or any of its vendors, contractors, customers, agents, or guests, in accordance with Section 2.E.2.a of this Agreement, the Village shall have the right, but not the obligation, to perform and complete the repair and/or restoration and to charge INV for all reasonable direct out-of-pocket costs and expenses incurred by the Village for such work. The rights and remedies provided in this Section 2.E.2.b shall be in addition to, and not in limitation -5- Page 353 of 432 of, any other rights and remedies otherwise available to the Village. SECTION 3. USE OF LICENSED PREMISES. A. Hours of Operation. INV shall operate the Market only on Saturday, May 30, 2026, and Sunday, May 31, 2026, between the hours of 10:00 a.m. and 4:00 p.m. B. Special Event Permit. INV must apply for and obtain from the Village a special event permit pursuant to Chapter 5.66 of the “Winnetka Village Code 1999,” as amended, prior to operating the Market, and INV must comply with any conditions imposed on such special event permit. Further, INV agrees to provide an executed copy of its license agreement with the Park District to the Village, authorizing INV to use the Park for the purpose of providing the Market. C. Set-Up and Break-Down. INV shall be responsible for managing the set up and tear down of the Market, including but not limited to all vendor equipment, goods and supplies. INV and its contractors and vendors shall be permitted to begin setup of the Market beginning at 6:00 p.m. on Friday, May 29, 2026. INV and its contractors and vendors shall by 7:00 p.m. Sunday, May 31, 2026, remove their displays, equipment, and personal property from the Train Station Parking Lot, clean the Train Station Parking Lot of all rubbish and spills, and conduct all restoration work. INV acknowledges and agrees that the Village shall not be responsible for providing security for any equipment or personal property of INV or its agents, contractors, and vendors. D. Utilities. The Village reserves the right to charge INV for any water and electric used by INV or any of its contractors and vendors during the Market in excess of water utilized for cleaning the Train Station Parking Lot and Park. All electric cords must be rated for outdoor use, grounded, and installed in a manner as to not be a tripping hazard. All generators must be grounded and exhaust fumes must be kept away from the public. E. Trash Removal. INV shall clear all debris from the surface of the licensed premises by sweeping or hosing off the surface at the termination of each Market day. The Village will provide for trash removal from the Market. F. Designated Representative. INV shall designate in writing to the Village a “Market Manager” who shall be responsible for managing the general operations of the Market and INV’s use of the Train Station Parking Lot. The Market Manager shall be readily accessible by telephone and upon the Village’s request, shall be available to be present at the Train Station Parking Lot within a reasonable period of time. INV shall immediately notify the Village in writing of any change in the identity and telephone number of the Market Manager. G. Rules and Regulations. The Village shall have the right from time to time upon notice thereof to INV, to prescribe rules and regulations with respect to the Train Station Parking Lot, which in its or their reasonable judgement may be desirable for the use of thereof. INV agrees to comply with all such rules and regulations provided all such rules and regulations shall not contradict any right expressly granted to INV herein. A violation of such rules and regulations shall constitute a material breach by INV under this Agreement and subject it to the remedies described in Section 2.E. INV will require its vendors and contractors to abide by such rules. -6- Page 354 of 432  H. Parking by the UPRR. In the event of an emergency or maintenance on the railroad by the UPRR or any of its contractors, INV agrees not to interfere with, and to prevent the Market from interfering with, the operations of the UPRR and its contractors, and will permit the UPRR and its contractors to park vehicles in the Train Station Parking Lot during the Market. I. Emergency Market Closure. The Village reserves the right to cancel any Market day in the event of an emergency or an imminent threat to public health and safety as determined in the sole discretion of the Village. The Village will not be responsible or liable for any monetary or other damages to INV in the event of such emergency Market closure. The Village will endeavor to provide as much advance notice to INV as practicable prior to an emergency Market closure. J. Market Plan. At least two weeks prior to the first Market day, INV shall submit to the Village a plan for the Village’s approval that sets forth the locations of vendor displays, equipment, and utility usage. Once the plan is approved, INV may not modify the plan without receiving the Village’s approval. K. Market Vendor Parking. INV agrees the vendors for the Market, and any event staff provided by INV, will park their vehicles and trailers at the following location: Village Hall Parking Lot 510 Green Bay Road, Winnetka, IL 60093 SECTION 4. RESERVATION OF RIGHTS. A. Village Reservation of Rights. The Village hereby reserves the right to use the Train Station Parking Lot in any manner that will not prevent, impede, or interfere in any way with the exercise by INV of the rights granted pursuant to this Agreement. The Village shall have the right to grant other non-exclusive sub-leases or licenses over, along, upon, under or across the Train Station Parking Lot. The Village reserves its right of full and normal access to the Train Station Parking Lot for the maintenance of any existing or future utility located thereon. The Village also reserves the right to conduct ongoing maintenance of the Train Station Parking Lot. SECTION 5. LIENS. INV hereby represents and warrants that it shall take all necessary action to keep all portions of the Train Station Parking Lot free and clear of all liens, claims, and demands, including without limitation mechanic's liens, in connection with any work performed by INV or its agents on the Train Station Parking Lot. -7- Page 355 of 432  SECTION 6. LIABILITY AND INDEMNITY. A. Village Review. INV acknowledges and agrees that the Village is not, and shall not be, in any way liable for any damages or injuries that may be sustained as the result of the Village’s review and approval of any plans for the Market, or the issuance of any approvals, permits, certificates, or acceptances for the installation, operation, or maintenance of the Train Station Parking Lot, and that the Village’s review and approval of any such plans for the Market and issuance of any such approvals, permits, certificates, or acceptances does not, and shall not, in any way, be deemed to insure INV or any of its vendors, contractors, successors, assigns, or any third party, against damage or injury of any kind at any time. B. Indemnity. INV agrees to, and does hereby, defend (at the Village’s option), hold harmless and indemnify the Village and all Village or appointed officials, officers, employees, agents, representatives, engineers, and attorneys (the “Indemnified Parties”), from any and all claims that may be asserted at any time against any of the Indemnified Parties in connection with: (i) INV’s use of the Train Station Parking Lot; (ii) the Market; or (iii) INV's performance of, or failure to perform, its obligations under this Agreement (collectively, “Indemnified Claims”), whether or not any such Indemnified Claim is due or claimed to be due in whole or in part to the active, passive, or concurrent negligence or willful misconduct or fault of INV; provided, however, that this indemnity shall not apply to willful misconduct or gross negligence on the part of the Village. Nothing herein shall be construed or result in the waiver of any defenses and immunities granted to the Village under Illinois law. C. Defense Expense. INV, only as to its own acts or omissions, shall, and does hereby agree to, pay all expenses, including legal fees and administrative expenses, incurred by the Village in defending itself with regard to any and all of the Indemnified Claims. D. Waiver of Liability. Except with respect to any negligent act or omission of the Village, INV will, and does hereby, waive, release, and relinquish all claims of every kind, known and unknown, present and future, that INV may have against the Indemnified Parties, arising out of, connected with or in any way related to the use of the Train Station Parking Lot, or as a result of the condition, maintenance, and use of the Train Station Parking Lot. E. Assumption of Risk. INV agrees to assume the full risk of any injuries, including death, and all costs, damages, and losses that INV or its employees, agents, contractors, agents, servants, employees, contractors, guests, customers, or invitees may sustain while on the Train Station Parking Lot, or as a result of the condition, maintenance, or use of the Train Station Parking Lot. F. Insurance. INV agrees to obtain and maintain commercial general liability insurance and workers' compensation insurance covering its use of the Train Station Parking Lot throughout the term of this Agreement. The amount of the required coverage shall be approved by the Village, but in no event shall liability coverage be in an amount less than two million dollars ($2,000,000.00) combined single limit per occurrence with a general aggregate of no less than three million dollars ($3,000,000.00). The Village shall be named as an additional insured by policy endorsement on a primary and non-contributory basis, and the insurer shall have a rating and be of a class size satisfactory to the Village’s director of finance. INV shall tender a certificate -8- Page 356 of 432 of insurance to the Village evidencing the requested coverage prior to operating the Market. Failure to maintain the aforementioned insurance shall be cause for the immediate termination of the License. SECTION 7. ENFORCEMENT. A. Enforcement. The Village and INV may, in law or in equity, by suit, action, mandamus or any other proceeding, including, without limitation, specific performance, enforce or compel the performance of this Agreement; provided, however, that INV agrees that it will not seek, and does not have the right to seek, recovery of a judgment for monetary damages against the Village, or any of their elected or appointed officials, agents, representatives, attorneys or employees on account of the negotiation, execution, or breach of any of the terms and conditions of this Agreement. B. Prevailing Party. In the event of a judicial proceeding brought by a party against another party, the prevailing party in the judicial proceeding shall be entitled to reimbursement from the unsuccessful party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection with the judicial proceeding. SECTION 8. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement shall be given by the parties by: (i) personal delivery; (ii) deposit in the United States Registered Mail, return receipt requested, enclosed in a sealed envelope with first class postage thereon; or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 8.A. The address of any party may be changed by written notice to the other parties. Any mailed notice shall be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier shall be deemed to have been given and received within 24 hours after deposit. Notices and communications to the parties shall be addressed to, and delivered at, the following addresses: If to the Village: Village of Winnetka 510 Green Bay Road Winnetka, IL 60093 Attention: Kristin Kazenas, Village Manager with a copy to: ELROD FRIEDMAN LLP 350 North Clark Street, Second Floor Chicago, IL 60654 Attention: Peter M. Friedman, Village Attorney If to INV: INV Marketing Group LLC 31 Cambridge Drive Oak Brook, IL 60523 Attention: Jonathan Smith, Managing Partner -9- Page 357 of 432  B. Time of the Essence. Time is of the essence in the performance of all of the terms and conditions of this Agreement. C. Amendments. No amendment or modification to this Agreement shall 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. D. Authority to Execute. The parties hereby warrant and represent to the other parties that the persons executing this Agreement on its behalf have been properly authorized to do so. E. Non-Waiver. The Village shall be under no obligation to exercise any of the rights granted to it in this Agreement. The failure of the Village to exercise at any time any right granted to the Village shall not be deemed or construed to be a waiver of that right, nor shall the failure void or affect the Village’s right to enforce that right or any other right. F. Assignment. This Agreement may not be assigned by INV without the prior written consent of the Village. G. Severability. If any provision of this Agreement is construed or held to be void, invalid, illegal, or unenforceable in any respect, the remaining part of that provision and the remaining provisions of this Agreement shall not be affected, impaired, or invalidated thereby, but shall remain in full force and effect. The unenforceability of any provision of this Agreement shall not affect the enforceability of that provision in any other situation. H. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements and negotiations between the parties, whether written or oral, relating to the License granted pursuant to this Agreement. I. Interpretation. This Agreement shall 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 shall be construed as though all parties 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 shall not be applicable to this Agreement. J. Exhibits. Exhibit A attached hereto is, 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 shall control. K. Survival of Obligations. All obligations of INV pursuant to this Agreement that have not been fully performed as of the termination of this Agreement shall survive such termination, including, without limitation, the restoration obligations set forth in Section 2.E.2 of this Agreement, and the liability and indemnity obligations set forth in Section 6 of this Agreement. L. No Third-Party Beneficiaries. No claim as a third-party beneficiary under this Agreement by any person shall be made, or be valid, against the Village or INV. -10- Page 358 of 432  M. Force Majeure. No party shall be responsible for delays in the performance of its obligations caused by events beyond the party’s reasonable control, including, but not limited to: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; and (d) national or regional emergency. N. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to constitute a duly authorized original. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed, effective as of the date first written above. [SIGNATURE PAGE FOLLOWS] -11- Page 359 of 432 ATTEST: VILLAGE OF WINNETKA, an Illinois home rule municipal corporation By: By: Its: Its: ATTEST: INV MARKETING GROUP LLC, a Delaware limited liability company By: By: Its: Its: -12- Page 360 of 432  EXHIBIT A DEPICTION OF TRAIN STATION PARKING LOT Page 361 of 432  NOTICE OF SPECIAL EVENT Name of Event: North Shore Artisan Market - Winnetka Location: Winnetka Station & Station Park, 754 Elm St., Winnetka 60093 Date of Event: Sat-Sun, May 30-31, 2026 Market Hours: Sat & Sun, 10am-4pm both days Description: Curated artisan market featuring ~100 talented artisan-vendors in food, fashion, home goods & decorative art. Each vendor brings their own 10’ x 10’ white tent weighted and secured with at least 160 lbs. of weight (40 lbs. per tent leg). All tents will be located within the Winnetka Station METRA parking lot and Station Park between Elm St. & Oak St. -- east of Linden St. near Green Bay Rd. Food items consist primarily of packaged/gourmet food items made in a licensed commercial kitchen or via acceptable cottage food licenses. To meet the needs of working vendors, we typically offer a limited number of vendors serving food & non- alcoholic beverages for immediate consumption, but we do not serve any alcohol for immediate consumption. No road closures are anticipated. Participating artisan-vendors will be instructed to park behind Village Hall as designated by the Village of Winnetka. Road Closures: Not applicable Is this the 1st year for this location-event: Yes, in Winnetka, IL We produce similar outdoor markets in downtown Northbrook, Oak Brook and Naperville – and indoor markets in the City of Chicago (Fulton Market & Ravenswood). We have produced nearly 50 City markets indoors and 30+ outdoor suburban markets since 2018. 2026 Market Calendar: www.ChicagoArtisanMarket.com/calendar Website: NorthShoreArtisanMarket.com Organizers & Market Managers: Lynna & Jonathan Smith, INV Marketing Group Lynna – 630.202.4590 | lsmith@stylechicago.com Jonathan – 773.251.8424 | jjsmith@stylechicago.com Market Map on reverse side Page 362 of 432 North Shore Artisan Market – Winnetka Preliminary Market Layout Page 363 of 432 Page 364 of 432  Agenda Item Executive Summary TITLE: 736 Elm Street – Solidcore – Special Use Permit – Policy Direction PRESENTER: Scott Mangum AGENDA DATE: March 3, 2026 CONSENT: No ITEM TYPE: Old Business ITEM HISTORY: On February 17, 2026, the Village Council initially considered the Plan Commission (“PC”) recommendation regarding an application submitted by Solidcore (the “Applicant”), as the prospective lessee of the property located at 736 Elm Street (the “Subject Property”), seeking approval of a special use permit to operate a personal fitness studio in the Commercial Overlay District on the Subject Property. Based on discussion and questions at the Village Council meeting, the property owner has provided the attached PowerPoint presentation addressing retail leasing efforts, market context, and a customer journey and parking analysis Attachment 1. EXECUTIVE SUMMARY: On March 3, 2026, the Village Council is scheduled to continue consideration of the PC recommendation regarding an application submitted by the Applicant. The decision of whether to grant a special use permit lies with the Village Council after receiving a recommendation from the PC. ADVISORY BOARD/PLAN COMMISSION REVIEW The Plan Commission (“PC”) considered the request at its January 28, 2026, meeting. After hearing from the Applicant and receiving no verbal or written comments from the public, the PC discussed the request. The PC commented favorably on the business itself, however, some members expressed concern that the business in the proposed location does not meet the standards for granting a special use. Commission members asked about other tenants in the One Winnetka development and wanted to understand how many other special uses have been approved or are expected to be proposed for the building. Some members expressed concern about the proposed fitness studio clashing with neighboring tenants, with issues such as parking and noise trespass from fitness studio activities. Additionally, some members indicated a preference of seeing a representative from the building ownership present at the meeting for this type of request. Members also discussed whether the proposed fitness studio would contribute to the retail environment of the district; some members commented that the business would bring a large number of people to the business district, for which other businesses could benefit from. The PC also discussed the extent to which the retail environment Page 365 of 432 has changed since the inception of the Overlay District. PC members did acknowledge that the fitness classes offered by the proposed studio would be appealing to a segment of Village residents. Initially, the members were split 4-4. However, after further discussion, by a vote of 5-3, the PC recommended denial of the request based on the Commission’s findings of fact below that the proposed personal fitness studio in the Commercial Overlay District at 736 Elm Street is NOT CONSISTENT with the following standards for granting of Special Use Permits in the commercial Overlay District: 2. The Special Use will not be substantially injurious to the use and enjoyment of other property in the immediate vicinity which are permitted by right in the district or districts of concern, nor substantially diminish or impair property values in the immediate vicinity; 3. Adequate parking, utilities, access roads, drainage, and other facilities necessary to the operation of the Special Use exists or are to be provided; 4. The proposed special use at the proposed location will encourage, facilitate and enhance the continuity, concentration, and pedestrian nature of the area in a manner similar to that of retail uses; 5. The proposed special use at the proposed location will provide for display windows, provided that the street facing windows remain open and transparent as viewed from the sidewalk into the tenant space. The proposed special use at the proposed location will provide for facades, signage and lighting similar in nature and compatible with that provided by retail uses; 6. The proposed location and operation of the proposed special use shall not significantly diminish the availability of parking for district clientele wishing to patronize existing retail businesses.” It should be noted, the standards listed above are by the number from the "Standards for Review/Findings" section of the staff report for the January 28 PC meeting. Details of the request can be found in the attached staff report to the PC. For additional details please reference this report as well as the draft minutes of the January 28 PC meeting, which are included as Attachment 2. Since the PC meeting, the Applicant has submitted an amended floor plan, which is included as Attachment 3. The amended floor plan represents a reconfiguration of the front of the commercial space, which results in one less studio machine thereby reducing class sizes from 16 to 15 clients. Given the PC recommended of denial of the request, this item is before the Village Council for policy direction. RECOMMENDATION: Village staff requests policy direction from the Village Council regarding the requested special use permit. If the Council is ready to make a decision, does the Council find it appropriate to approve a special use permit to allow a personal fitness studio in the Commercial Overlay District at 736 Elm Street? The Council will need to direct staff to prepare the necessary documents for either approval or denial of the requested special use permit. ATTACHMENTS: 1. Attachment 1: PowerPoint Presentation, prepared by Murphy Development Group, LLC 2. Attachment 2: January 28, 2026, Plan Commission Meeting Staff Report and Meeting Minutes Excerpt 3. Attachment 3: February 6, 2025, Amended Floor Plan Submitted by Applicant Page 366 of 432  ATTACHMENT 1 Retail Leasing Efforts Market Context Customer Journey & Parking Analysis Village Council – March 3, 2026 1 Page 367 of 432 Executive Overview History: Traditional apparel and specialty retail was actively pursued. Current overall retail demand nationally mirrors closely the demand we saw at One Winnetka. Feedback: Winnetka's proximity to major shopping destinations (Old Orchard & Plaza Del Lago) means traditional goods retailers already have nearby options which are more preferable due to their density of competitors (which draws consumers) — which makes service/experiential uses even more valuable as the differentiator that draws people to downtown Winnetka specifically. One Winnetka: New construction economics differ from legacy storefronts. Parking: Measured supply materially exceeds projected peak demand. Tenant Mix: Curated tenant mix produces staggered peak usage. Deliveries: One Winnetka commercial tenants do not receive as many deliveries of product…Solidcore receives virtually no deliveries…the same for the medical and financial uses. 2 Page 368 of 432 Traditional Retail Outreach We actively contacted and pursued traditional retail users. In Results: addition to direct outreach to retailers, we engaged local Luxury retailers are pursuing scale and co-tenancy — brokerage firms that specialize in representing luxury and typically clustering near other established luxury brands, apparel tenants in the North Shore market. A sample of the such as the environment offered at Old Orchard and Plaza users with whom we had conversations and/or negotiations: Del Lago. That level of brand adjacency and density is not currently available within our building or immediate vicinity. Luxury & Apparel Home & Specialty Alice & Wonder Framebridge More broadly, apparel retail continues to contract. Retailers Blowdry Boutique Restoration Hardware expanding today are highly selective, prioritizing dense Brandy Melville Stark Carpet pedestrian corridors or established luxury clusters, and Brunello Cucinelli Two Local Home Retailers many are unable or unwilling to support new construction Faherty Williams Sonoma cost structures. Jenni Kayne Johnnie-O We did not default to service tenants — we exhausted the Jones Road traditional retail pipeline first. La Ligne LVMH Saint Bernard Space 519 Vuori 3 Page 369 of 432 A Historic Shift in Retail Real Estate The Winnetka C2 Overlay District was enacted in 2016  Service-related uses were present but still emerging and their value as activity generators was not a factor or fully understood until more recently. •Service-based tenants now lease more retail space than goods-based tenants. JLL calls this "a historic shift in the retail property sector" that has been underway for a decade but is now accelerating due to continued internet shopping growth. •The service categories leading this shift per JLL: quick-service/fast-casual restaurants, fitness studios, and healthcare/financial services — which maps directly to One Winnetka's tenant mix (Arkadia, Fare, Solidcore, Winnetka Aesthetic Studio, Charles Schwab). •Nearly 70% of retail leases signed in 2025 were for spaces of 2,500 SF or less (aligning with Solidcore's ~2,300 SF footprint) — smaller, service-oriented formats are the dominant growth category. Sources: JLL "United States Retail Market Dynamics" Q4 2024 and Q4 2025 reports; Retail Dive (Feb 2025); Chain Store Age (Feb 2026); NAIOP. 4 Page 370 of 432 New Construction Economics Rental Rate Context Lease Stability Requirements • One Winnetka retail rents significantly exceed To protect the building and its tax base contribution: legacy Winnetka storefront rents (~50% higher) • 10-year minimum lease terms • This differential reflects cost structure, not • Corporate or balance sheet-backed guarantees premium positioning • Creditworthy tenancy New mixed-use buildings cannot responsibly lease to speculative or undercapitalized retailers without materially Why New Construction Differs increasing financial risk. • Structured parking integration • Modern HVAC and life safety systems Tenant stability is a benefit to the community. • ADA compliance • Reduces the risk of vacant space in the Elm St. District; • 16’+ ceiling heights • Provides fair certainty of a stabilized presence to • Significant tenant improvement allowances others seeking to invest in the area including knowing • New construction cost basis (construction the type of co locating use they can expect to see. inflation is up 42% from 2020) 5 Page 371 of 432 Solidcore Visit Duration 6 Page 372 of 432 Solidcore Customer Journey Trip-Chaining Drives Secondary Spending % OF ORIGINS GENERAL PRIOR TO RESTAURANTS ATTENDING CLASS RESIDENTIAL % OF DESTINATIONS WORK GROCERIES POST CLASS BREAKFAST, COMMUNITY COFFEE, SHOPPING BAKERIES & CENTERS DESSERT SHOPS OTHER RETAIL OR HOME 59% | 44% [SOLIDCORE] 30% | 21% OTHER DESTINATION Visitor Journey by Chain 7 Page 373 of 432 Solidcore Customer Demographically Aligned with Winnetka • The Solidcore consumer base has a higher educational background with 64.3% with a bachelor's degree or higher as compared to the US average of 35% with this level of education. • The Solidcore consumer base primarily draws from smaller households with 35.4% from one-person households • The Solidcore consumer base is from affluent households: 37.6% HHI > $150k 8 Page 374 of 432 Solidcore Overview • Fitness Is The New Anchor: Unlike a clothing customer that might visit once a month, Solidcore members visit 3-4 times per week. This guarantees consistent foot traffic that traditional retail currently cannot provide. • Halo Effect: These users rarely just "work out and leave." They create a "trip chain": Workout…coffee… shop. • Parking: Solidcore represents a 'low-impact, high-value' use for downtown Winnetka. It activates the streetscape during off-peak hours (early morning/evening), brings a high-frequency demographic that fuels nearby merchants, and imposes a capped, predictable parking load that does not conflict with midday retail shoppers. 9 Page 375 of 432 Business Hours Overall  Solidcore and FARE are the only tenants open from 5 AM to 8 AM Weekends  Significant drop-off in retailer activity. Solidcore is 1 of 2 businesses primarily operating on Sunday 10 Page 376 of 432 Revised Parking Study Findings • Zoning: The commercial spaces at One Winnetka meet the current zoning code requirement of 39 spaces by providing 39 spaces. No variance is requested. The spaces ARE publicly accessible, and the parking study shows surplus capacity. The building's tenants using some of the spaces during staggered hours is how mixed-use parking is designed to work. • New/Return of Parking: Upon completion of the One Winnetka project, and additional 93 parking spaces would be available, including 39 spaces on-site. During construction, between Elm Street, Lincoln Avenue, and the East Hadley lot, there are as many as 54 spaces that are currently offline. • Uses: One Winnetka’s ground level commercial spaces will contain a mixture of fitness, restaurant, medical office, and financial office uses, with staggered hours of parking demand. • Parking Study: A parking survey was conducted on Friday February 6th, 2026 in the evening to quantify the amount of parking available near the site. It identified the number of parked vehicles, parking spaces available , and the spaces temporarily lost due to construction activity. • Peak: The highest observed parking utilization occurred at 4:00 PM, just before the restaurant would open, with 165 parked vehicles and 332 vacant spaces in the immediate vicinity. • Even during projected peak evening conditions, the combined restaurant and fitness demand of 119 vehicles, together with seasonally adjusted existing demand of 190 vehicles, would still leave a minimum of 137 available parking spaces in the surrounding area. • Additionally, the restaurant is pursuing a valet license, which would further consolidate and manage the majority of its parking demand. 11 Page 377 of 432 Solidcore Parking Fitness studios utilize parking more efficiently than restaurants or traditional retail  A. Contra-Cyclical Peak Hours The Argument: Retail peak hours are typically 11:00 AM – 4:00 PM. Solidcore’s peak hours are 5:00 AM – 8:00 AM and 4:00 PM – 8:00 PM. The Win: Utilizing parking spots that would otherwise sit empty during early mornings and evenings. You are maximizing the utility of public parking assets, not straining them during the midday shopping rush. B. Predictable Turnover (The "50-Minute Hard Stop") The Argument: A restaurant table might turn over in 90–120 minutes, and timing is unpredictable. The Win: Solidcore classes are strictly 50 minutes. This creates a more predictable "pulse" of parking usage. C. Parking Is Capped (15 Reformers) The Win: Unlike a generic "open gym" where 100 people might show up at 5:00 PM, Solidcore is class-based with a fixed number of machines. 12 Page 378 of 432 Why Solidcore belongs in Winnetka • The Market Has Moved. Service-based tenants now lease more retail space nationally than goods-based tenants — a shift JLL calls “historic.” One Winnetka’s tenant mix of dining, fitness, medical, and financial services is not an anomaly. It is the national standard for new mixed-use development. The Village’s own ongoing review of the C2 overlay reflects this same recognition. • Solidcore Delivers What Winnetka Wants. 200+ visits per week from affluent consumers. 12–16x more monthly foot traffic per customer than traditional apparel retail. Capped, predictable parking with contra-cyclical peak hours. And a proven halo effect that drives spending at neighboring businesses. This is vibrancy — measured in foot traffic and frequency. • Approval Sets the Right Precedent. A nationally recognized, corporate-guaranteed, 10-year tenant in a brand-new building is the strongest possible signal that Winnetka welcomes quality investment. The C2 overlay was written in 2016 for a retail landscape that no longer exists. Approving Solidcore aligns the Village’s regulatory framework with today’s economic reality. 13 Page 379 of 432  ATTACHMENT 2 MEMORANDUM VILLAGE OF WINNETKA COMMUNITY DEVELOPMENT DEPARTMENT TO: PLAN COMMISSION FROM: CHRISTOPHER MARX, AICP, ASSOCIATE PLANNER DATE: JANUARY 22, 2026 SUBJECT: 736 ELM STREET – SOLIDCORE SPECIAL USE PERMIT (CASE NO. 26-02-SU) INTRODUCTION On January 28, 2026, the Plan Commission is scheduled to hold a public hearing to consider an application submitted by Solidcore (the “Applicant”), as the prospective lessee of the property located at 736 Elm Street (the “Subject Property”), to allow a personal fitness studio to occupy the Subject Property. The property is currently owned by MDG Winnetka One, LP. The Applicant has filed an application seeking approval of a Special Use Permit in accordance with Chapter 17.56 [Special Uses] of the Winnetka Zoning Ordinance to permit a personal fitness studio in the C-2 General Retail Commercial Overlay District at the Subject Property. The Applicant would be opening a Winnetka location of a nationally based fitness studio chain. A sign has been posted on the Subject Property and a website notice has been posted on the Village website indicating the time and date of the Plan Commission public hearing. A mailed notice has been sent to property owners within 500 feet of the Subject Property. As of the date of this memo, staff has not received any written comments from the public regarding this application. PROPERTY DESCRIPTION The Subject Property is one of the commercial spaces located in the four-story mixed-use building that is currently under construction at 720-736 Elm Street and 515-525 Lincoln Avenue (newly assigned addresses), often referred to as One Winnetka, located on the southeast corner of the intersection of Elm Street and Lincoln Avenue. The approximately 2,363 square foot space at 736 Elm Street is a portion of the 20,955 square feet of commercial space in the One Winnetka building and is on the western portion of the building’s north facing commercial space. To date, the other tenants within the development that have received approvals are the Winnetka Aesthetic Studio medical office and a Charles Schwab financial services office, although a restaurant is expected to occupy the northwestern space on the first floor near the street intersection. There will be 59 residential units on the second, third, and fourth floors. The Subject Property is located within the Village’s Commercial Overlay District, which allows non-retail uses, such as fitness studios; however, the Zoning Ordinance requires that they be evaluated by the Plan Commission and Village Council as a special use. Figures 1 through 4 on the following pages identify the One Winnetka site and the proposed location of the fitness studio. Page 1 Page 380 of 432  Location of Proposed Solidcore Fitness Studio Figure 1 – One Winnetka Site – GIS Map Location of Proposed Solidcore Fitness Studio Figure 2 – Aerial Location Map Location of Proposed Fitness Studio Entrance Figure 3 – One Winnetka – North Facing Elm Street Façade Page 2 Page 381 of 432  Figure 4 – One Winnetka – Rendering of Proposed Fitness Studio Along Elm Street Façade COMMERCIAL OVERLAY DISTRICT BACKGROUND The Overlay District was established in 1987 out of concern about the viability of the business districts as a whole if non-retail occupancies were allowed to proliferate and occupy significant areas within retail shopping districts. At the time of adoption there was a concern about the possible proliferation of real estate offices and financial institutions. The Village Zoning Ordinance describes the purpose of the Overlay District and its restrictions on non- retail uses as being: “to encourage retailing of comparison shopping goods and personal services compatible with such retailing on ground floor in order to encourage a clustering of such uses, to provide for a wide variety of retail shops and expose such shops to maximum foot traffic, while keeping such traffic in concentrated (yet well distinguished) channels throughout the district.” Since its adoption in 1987, the Overlay District has been revised on more than one occasion to alter district boundaries, or to modify the types of uses which are permitted within each district. The most recent amendment occurred on April 4, 2019, when the Village Council adopted MC-01-2019, amending the Zoning Ordinance regarding uses and regulations in the three commercial districts, including amendments to the Overlay District and the standards used to evaluate a special use. ELM STREET BUSINESS DISTRICTS OVERLAY BOUNDARIES A map depicting the zoning classifications of the Elm Street Business Districts is included on the following page as Figure 5. The One Winnetka site is highlighted yellow. Page 3 Page 382 of 432 Gray areas indicate the underlying C-2 General Retail Commercial zoning, which permits by right a relatively broad array of uses, including various retail uses, along with a number of non-retail uses such as professional offices, financial service firms, medical offices and the like. Red crosshatch areas represent those areas subject to the restrictions of the Commercial Overlay District. The boundaries of the Overlay District are established along certain public streets and extend for a depth of 50 feet from the front property line. Subject Property Figure 5 – Elm Street Business Districts PREVIOUS APPROVALS On January 21, 2025, the Village Council adopted Ordinance M-01-2025, an Ordinance Granting Final Approval of a Planned Development, Zoning Exceptions, a Special Use for Ground Floor Parking, and Special Use Findings for Medical and Financial Services Uses at 511-515 Lincoln Avenue and 714-740 Elm Street - One Winnetka (previous addresses). The ordinance granted partial approval of certain special use findings for medical and financial services. On September 16, 2025, the Village Council adopted Ordinance M-12-2025, an Ordinance Granting a Special Use Permit for the Operation of a Financial Counseling Office Within the C-2 Commercial Overlay District, which approved the special use permit of the Charles Schwab financial services office for 720 Elm Street in the same building. Then on December 2, 2025, the Village Council adopted Ordinance M-18- 2025, an Ordinance Granting a Special Use Permit for the Operation of a Medical Office Within the C-2 Commercial Overlay District, which approved the special use permit of Winnetka Aesthetic Studio for 730 Elm Street, Suite 130, also located in the same building. Page 4 Page 383 of 432 Cultural, recreational, and entertainment uses, which includes personal fitness facilities, did not receive any partial approval in Ordinance M-01-2025 approving the One Winnetka Planned Development. Therefore, all 12 special use standards set forth in Sections 17.56.120(A) and 17.44.020(B)(2)(b) of the Zoning Ordinance apply to the current application being considered by the Commission. DESCRIPTION OF CURRENT REQUEST The Applicant is proposing to open a Winnetka location of a nationally based franchise of fitness studios called Solidcore, which offers appointment-based group exercise classes featuring specialized workout options with methods and equipment that are distinctive to the company. The proposed fitness studio would occupy approximately 2,363 square feet of commercial space with the main entrance located along Elm Street. The space would consist of a reception area that leads to a locker area and the main exercise room. The bathrooms would be located next to the front reception area while a utility and storage room would be located towards the rear of the space. The Applicant states that retail offerings would be limited to water and energy drinks for sale at the front desk for class attendees. The Applicant’s written description of the proposed use is included in the application materials which are provided as Attachment A. The anticipated hours of operation are 5:00 am to 11:00 pm on Monday through Friday and 7:00 am to 6:00 pm on Saturday and Sunday. Classes would be by appointment-only, with no walk-ins. The daily schedule would contain varying class time lengths with ten-minute gaps between classes to minimize overlaps. On a typical day, the Applicant expects there would be 2 or 3 employees in the fitness studio with 16 clients, for a maximum of 19 people on the premises at any given time. For parking, the Applicant is proposing that its approximately 14 employees (two full-time and 12 part- time) secure the necessary parking permit and park in public parking lots in the district, including the Village-owned parking lot adjacent to One Winnetka, which does contain “A” permit parking spaces for employees. The Applicant indicates that clients will utilize on-street parking or the parking in the ground level of the commercial parking within the One Winnetka building. The off-street parking provided on the One Winnetka site for commercial uses consists of 39 spaces in the ground level of the building, which is the same number of parking spaces required by the Zoning Ordinance. For reference, the Zoning Ordinance requirement for commercial uses is two spaces for every 1,000 square feet of tenant space. Ten of the ground level spaces are reserved for the Charles Schwab financial services office that was approved in a previous special use permit case. Figure 6 on the following page highlights the commercial space the Applicant is proposing to occupy in the north section of the One Winnetka building. Figure 7 shows the proposed floor plan and layout for the fitness studio. Page 5 Page 384 of 432  Location of Proposed Solidcore Fitness Studio Figure 6 – One Winnetka Ground Level Plan Figure 7 – Excerpt of Proposed Floor Plan DESIGN REVIEW BOARD REVIEW The Applicant has indicated that it has no plans to alter the exterior of the building that is currently under construction, except for potential commercial signs or exterior lighting that will be applied for at a later date. Any proposed signage or exterior alterations, including lighting, will require submission of a Sign Permit application or Certificate of Appropriateness application that must be reviewed and approved by the Village’s Design Review Board. Page 6 Page 385 of 432 STANDARDS FOR REVIEW / FINDINGS The “Purpose” section of Chapter 17.56 Special Uses, states the following regarding special uses: It is recognized that there are special types of uses which because of their specific characteristics in relationship to uses permitted by right in a particular district, or the services which they provide, cannot be properly permitted by right in a particular district without consideration, in each case, of the impact of such uses upon neighboring land, or of the public need for such uses at a particular location. A land use classified as a special use is an allowed land use as long as the Applicant can demonstrate that the proposed use in its proposed specific location meets the applicable standards for granting special use approval. Section 17.44 of the Zoning Ordinance provides a series of twelve (12) standards for the evaluation of Special Use applications within the Commercial Overlay District, which provides a framework for evaluation by the Plan Commission. The Applicant has supplied as part of their application materials a narrative addressing how this proposal complies with the twelve (12) standards. (See Attachment A) Following conclusion of public comment and Commission discussion, a Commission member may choose to make the following motion: I make a motion that: The Plan Commission recommends approval [denial] of the requested special use to allow the Applicant, Solidcore, to operate a personal fitness studio at 736 Elm Street within the C-2 Commercial Overlay District, based on the following findings of fact: “The personal fitness studio (the “Special Use”) is [is not] consistent with the Standards for granting of Special Use Permits in the Commercial Overlay District, which are as follows: 1. The establishment, maintenance, and operation of the Special Use will not be detrimental to or endanger the public health, safety, comfort, morals, or general welfare; 2. The Special Use will not be substantially injurious to the use and enjoyment of other property in the immediate vicinity which are permitted by right in the district or districts of concern, nor substantially diminish or impair property values in the immediate vicinity; 3. The establishment of Special Use will not impede the normal and orderly development or improvement of other property in the immediate vicinity for uses permitted by right in the district or districts of concern; 4. Adequate measures have been or will be taken to provide ingress and egress in a manner which minimize pedestrian and vehicular traffic congestion in the public ways; 5. Adequate parking, utilities, access roads, drainage, and other facilities necessary to the operation of the Special Use exists or are to be provided; 6. The Special Use in all other respects conforms to the applicable regulations of this and other village ordinances and codes; 7. The proposed special use at the proposed location will encourage, facilitate and enhance the continuity, concentration, and pedestrian nature of the area in a manner similar to that of retail uses; Page 7 Page 386 of 432  8. The location of the proposed special use along a block frontage shall provide for a minimum interruption in the existing and potential continuity and concentration of the retail uses along the block’s frontage; 9. The proposed special use at the proposed location will provide for display windows, provided that the street facing windows remain open and transparent as viewed from the sidewalk into the tenant space. The proposed special use at the proposed location will provide for facades, signage and lighting similar in nature and compatible with that provided by retail uses; 10. If the proposed special use provides multi-use areas, such as retail merchandise areas, restaurant dining areas, general office space, private offices, reception areas, or employee work areas, any proposed retail merchandise area or restaurant dining area shall be concentrated and located immediately adjacent to the sidewalk and clearly visible from the street in such a fashion as to invite customers to browse or dine; 11. If a proposed new building contemplates a mix of retail, office and service type uses, the minimum frontage for each retail use adjacent to the sidewalk shall be 20 feet with a minimum gross floor area of 400 square feet. In addition, such retail space shall be devoted to active retail merchandising which maintain typical and customary hours of operation; and 12. The proposed location and operation of the proposed special use shall not significantly diminish the availability of parking for district clientele wishing to patronize existing retail businesses.” The Commission’s recommendation is subject to no conditions [the following conditions]: 1. [Insert conditions…] As noted above, the Commission may also wish to consider if there are any additional conditions it may want to place on the facility’s operation. This request is subject to final approval by the Village Council. ATTACHMENTS Attachment A: Application Materials Page 8 Page 387 of 432 ATTACHMENT A Page 388 of 432 Re: Special Use Permit Narrative​ Property Address: 736 Elm Street, Winnetka, Illinois​ Proposed Use: [solidcore] Fitness Studio To whom it may concern: Please see a summary of the proposed project below, and please refer to the following, additional pages and attachments for a complete description on how it will address each of the twelve Special Use Permit Standards. The applicant proposes to operate a [solidcore] boutique fitness studio at 736 Elm Street. The use consists of small-group, instructor-led fitness classes conducted entirely indoors and by reservation only. The proposed use is consistent with the purpose and intent of the Village’s commercial zoning district, as it provides a neighborhood-serving personal service use that supports the vitality of the Elm Street corridor. The operation is compatible with surrounding commercial uses and will not create excessive noise, traffic, or activity outside normal business hours. The facility will comply with all applicable Building and Fire Codes and will operate in a manner that protects public health, safety, and welfare. No site modification is proposed. Existing utilities, access, and parking infrastructure are sufficient to support the use. The use will not negatively impact adjacent properties or property values and is expected to enhance the area by introducing an amenity that serves local residents. The applicant is willing to comply with any reasonable conditions imposed by the Village related to hours of operation, occupancy, parking, or signage. For these reasons, we believe that the proposed use satisfies the Village’s standards for granting a Special Use Permit. Page 389 of 432 January 12, 2026 Solidcore Chicago, LLC Keira Fitzgerald 1735 N Lynn St #650 Arlington, VA 22209 To whom it may concern: This leIer addresses in detail how the proposed tenant fit out of a new Solidcore locaMon at 736 Elm Street, Winnetka, IL 60093 is in compliance with the following Special Use Permit Standards as laid out by the Village of Winnetka, Department of Community Development -- SecMon 17.46.010 [Table of Uses] to be located on the ground floor in the C-2 Commercial Overlay District. 1. That the establishment, maintenance, and operation of the Special Use will not be detrimental to or endanger the public health, safety, comfort, morals, or general welfare; • The establishment, maintenance, and operation of Solidcore will not be detrimental to or endanger the public health, safety, comfort, morals, or general welfare, or have a negative environmental impact on the neighborhood or Village. The project will not create conditions materially detrimental to the public health, safety and general welfare or injurious to or compatible with other properties in the vicinity as this project is designed to promote health/awareness to community within a safe and professional business establishment. This project is an interior build out and is to comply with the latest applicable codes. The fitness studio classes are to be conducted entirely indoors in properly ventilated, sanitary, ADA compliant, noise- controlled environment that will not be detrimental to the public health. 2. That the special use will not be substantially injurious to the use and enjoyment of other property in the immediate vicinity which are permitted by right in the district or districts of concern, nor substantially diminish or impair property values in the immediate vicinity; • Solidcore will not unreasonably impede the use and enjoyment of other property in the immediate vicinity which are permitted by right in the district, nor unreasonably diminish or impair property values in the immediate vicinity. Solidcore will add to the overall use and enjoyment of the vibrant community planned by the One Winnetka Development. There is no indication that property values within the vicinity would be diminished nor impaired. Page 390 of 432 3. That the establishment of the special use will not impede the normal and orderly development or improvement of other property in the immediate vicinity for uses permitted by right in the district or districts of concern; • The establishment of the special use of the Solidcore space will not unreasonably impede the normal and orderly development of improvement of other property in the immediate vicinity for uses permitted by right in the district or districts of concern. The proposed use is to operate within the bounds of the LOD that is dedicated to this space of this site and will not encroach or infringe on the publics ROW nor any of the adjacencies. 4. That adequate measures have been or will be taken to provide ingress and egress in a manner which minimize pedestrian and vehicular traffic congestion in the public ways; • Adequate measures to the site have been taken to provide ingress and egress in a manner which will minimize pedestrian and vehicular traffic congestion in the public ways. The vehicle entrance is located on Lincoln Avenue and the existing properties Architect (OKW Architects, LLC) and Development Group (Murphy Development Group) have previously provided on 7/12/23 and thorough breakdown and traffic analysis that eliminates any concerns of congestion. The Solidcore space has a maximum quantity of 16 client vehicles on site per hour with 2-3 full-time employee vehicles on site per day (a quantity is roughly 50% less than the parking the property provides within the site boundaries) and the existing property has 39 spaces of parking dedicated to the commercial uses on the ground level. 5. That adequate parking, utilities, access roads, drainage, and other facilities necessary to the operation of the special use exists or are to be provided; • This location will employ 2 full-time employees & 12 part-time employees. A maximum of (2) employees will staff the location at any given time: (1) instructor and (1) front desk attendant. Class size is limited by the number of reformers in a given studio. Up to 16 attendees sign-up for a spot using the Solidcore mobile app ahead of the class time. No walk-in services are provided. There is only one instructor present for each class. Solidcore anticipates having 2- 3 full time employee vehicles on-site per day at any given time and a maximum of 16 client vehicles on-site per hour. All drainage and other facilities to be utilized within the space have been designed in accordance with the landlord provided utility supplies and have been approved by the property/landlord. 6. That the special use in all other respects conforms to the applicable regulations of this and other village ordinances and codes; • The planned development will either conform to all other respects of the applicable regulations of the village ordinances and codes, or if relief is needed for any other aspect of the project, it will be pursued pursuant to the procedures set forth in those ordinances and codes. Page 391 of 432 7. The proposed special use at the proposed location will encourage, facilitate and enhance the continuity, concentration, and pedestrian nature of the area in a manner similar to that of retail uses; • The Soldicore space will have storefront windows along Elm Street with visible signage and branding to promote the pedestrian-friendly character of the district and provide opportunities for window displays and visual interest in a manner that reflects the community. Photos included for reference on page 19 -20 of our supporting materials document. 8. The location of the proposed special use along a block frontage shall provide for a minimum interruption in the existing and potential continuity and concentration of the retail uses along the block’s frontage; • The location of the proposed Solidcore will provide minimal to no interruption in any existing or potential continuity of the surrounding retail uses along the blocks frontage. Solidcore plans to have an active storefront and visible storefront signage, as outlined in the interior and exterior signage packages on pages 1 - 18 of our supporting materials document. 9. The proposed special use at the proposed location will provide for active display windows, facades, signage and lighting similar in nature and compatible with that provided by retail uses; • Solidcore plans to install signage in the display windows – our standard ‘bracket’ signage that the brand is well known for. This signage will ensure our window displays will contribute to the vibrant atmosphere in the community. Additional details for the bracket signage to be installed on the interior wall facing the right side storefront window can be found on page 7 of the interior signage package document provided. • The full exterior and interior signage packages have been included for review on pages 1 - 18 of our supporting materials document. 10. If the proposed special use provides multi-use areas, such as retail merchandise areas, restaurant dining areas, general office space, private offices, reception areas, or employee work areas, any proposed retail merchandise area or restaurant dining area shall be concentrated and located immediately adjacent to the sidewalk and clearly visible from the street in such a fashion as to invite customers to browse or dine; • Our design intent is to focus our reception desk and lobby area in the front portion of the space. This ensure that our space will feel welcoming and aesthetically pleasing to customers and passersby. The workout space and employee work/storage space is Page 392 of 432 Page 393 of 432 January 12, 2026 RE: [solidcore] - Winnetka, IL 736 Elm Street, Winnetka, IL To whom it may concern, Please accept this Comment Response Letter for the above referenced project. This submittal is in response to the comments provided by the City of Winnetka on December 12, 2025. The original comments have been included below for reference. Susan Thomas, AICP, Esq. Economic Development Manager Village of Winnetka sthomas@winnetka.org 847-716-3528 1: 1. Standards | Staff strongly recommend addressing the special use standards individually. This will aid the commissioners and staff in their review of your materials and determination of whether the standards are satisfied. Response: Document attached to address each of the 12 Special Use Standards individually, along with supporting materials document. 2: 2. Restrooms | The location of the restrooms in the front the space greatly diminishes the appearance of an active storefront. The Village strongly encourages a vibrant storefront and is concerned about the appearance of a wall at the front windows. Provide details of your plans to have active displays in the windows. Response: The design intent for this wall is to install Solidcore bracket signage to ensure the storefront is attractive from the street. An elevation from an example storefront showing the wall with bracket signage installed has been added to pdf page 19. 3: 3. Sweat Bag Dispenser | Please provide more details regarding the sweat bag dispenser. As the proposed location of the dispenser would be visible from the street, an image and additional details are needed. Response: The sweat bag dispenser is a clear acrylic, wall mounted fixture measuring 14” L x 6.5” W x 7” H. It holds a roll of Solidcore branded bags used by clients after class. Photos attached for reference. 4: 4. Signage | Please provide greater detail regarding the proposed signage. Internally illuminated signs are not permitted within the Village of Winnetka. Response: The attached interior and exterior signage plans provide greater Page 394 of 432 detail regarding the proposed signage. The plans confirm that no internally illuminated signs are proposed, in compliance with Village of Winnetka regulations. 5: 5. Window Signage | Any signage located within five (5) feet of a window is considered a window sign. Proposed signage on the wall requires additional detail. Response: Additional details for the bracket signage to be installed on the interior wall facing the right side storefront window have been provided on interior page 7. 6: 6. Signage Review | All proposed signage requires submission of a sign permit for review and approval by the Development Review Board (DRB). Response: The attached interior and exterior signage plans provide greater detail regarding the proposed signage. A separate sign permit application will be submitted to the Development Review Board (DRB) for review and approval. 7: 7. Retail | Will there be a retail component? If so, how much of your space will be dedicated to retail needs? What items would be offered for sale? Response: Solidcore does not sell clothing items in studios. The only retail sales are for water and/or Celsius energy drinks, which are sold from a small fridge stored in the front desk millwork. Photo included for reference. 8: 8. Parking | Provide the estimated size of your largest class and the number of instructors present. Response: Class size is limited by the number of reformers in a given studio. Up to 16 attendees sign-up for a spot using the Solidcore mobile app ahead of the class time. No walk-in services are provided. There is only one instructor present for each class. 9: 9. Parking | Will there be any overlap of classes? Do you have a proposed class schedule to share? Will there be a gap between classes for clients to leave and free up parking spaces for incoming students? Identify the number of classes per day. Response: Classes will run continuously during business hours with 10- minute breaks in between. A sample class schedule has been provided, which indicates no overlap of classes and a 10-minute gap between classes for clients to leave and free up parking spaces. The schedule identifies the number of classes per day. Page 395 of 432 10: 10. Parking | What is the total number of employees you plan to have at this location? Response: This location will employ 2 full-time employees & 12 part-time employees. A maximum of (2) employees will staff the location at any given time: (1) instructor and (1) front desk attendant. 11: 11. Parking | Application materials must show compliance with all twelve (12) standards to demonstrate adequate parking needs are met while not significantly diminishing the availability of parking for district clientele. Response: Solidcore anticipates having 2-3 full time employee vehicles on-site per day at any given time and a maximum of 16 client vehicles on-site per hour. 12: 12. Hours of Operation | Please identify the proposed hours of operation. Response: Anticipated hours for this location will be Monday-Friday 5am-11pm and Saturday-Sunday 7am-6pm. Page 396 of 432  ARBOR VITAE RD ELM ST STREET FRONTAGE: +/-253'-4" VESTIBULE SHARED CORRIDOR 129 SF 399 SF FRONTAGE: +/-73' - 10" +/-25' - 6" +/-43' - 4" +/-30'-9" FRONTAGE: +/-66' - 1" 12' - 0" 12' - 0" 8' - 0" 8' - 0" 12' - 0" PLAZA T 1190 SF TRANSFORMER (OPEN TO ABOVE) COMMERCIAL COMMERCIAL TENANT TENANT TENANT COMMERCIAL 6548 SF 2363 SF 1817 SF 1816 SF 1565 SF 5204 SF ELEV: 0' - 0" ELEV: 0' - 0" ELEV: -2' - 9" ELEV: -2' - 9" ELEV: -2' - 9" ELEV: -4' - 3" DN 21' - 10" 33' - 8" 20' - 4" DN ELEC UP 229 SF STAIR LN DN CO MECH LIN 115 SF 8 GENERATOR DN (OPEN TO ABOVE) AV E ENCLOSED PARKING SHARED CIRCULATION MECH 18759 SF 9 1949 SF 386 SF 39 SPACES ET RA SHARED TRASH SERVICE CORRIDOR OM 473 SF 5 5 T 243 SF 3 EXISTING PUBLIC PARKING LOT RESIDENTIAL ELEV: 1' - 0" LOBBY RAMP 9 DN GROUND LEVEL FLOOR PLAN 1 SCALE: 1" = 40'-0" N OKW ARCHITECTS THIS EXHIBIT IS DIAGRAMMATIC ONLY AND IS INTENDED ONLY TO SHOW THE GENERAL LOCATION OF THE PREMISES AND AN APPROXIMATE DEPICTION OF THE RETAIL/OFFICE BUILDING AND THE PROJECT AS THEY ARE CURRENTLY EXPECTED TO EXIST AS OF THE ONE WINNETKA MIXED-USE DEVELOPMENT SCALE: 1" = 40' LOD_1 DATE THE PREMISES ARE DELIVERED TO TENANT. THIS EXHIBIT DOES NOT CONTAIN THE EXACT LEASING LINES OF THE PREMISES NOR DOES IT DEPICT THE EXACT 600 W. Jackson, Suite 250 LOCATION OF ANY OTHER TENANTS OR OCCUPANTS OF THE RETAIL/OFFICE BUILDING OR THE PROJECT. FURTHER, REFERENCES TO STORE NAMES ON THIS EXHIBIT SHALL 515 LINCOLN AVENUE, WINNETKA, IL 60093 Architects Chicago, IL 60661 0 10' 20' 40' IN NO MANNER CONSTITUTE ANY KIND OF REPRESENTATION AS TO PRESENT OR FUTURE OCCUPANCY OF SPACES AT THE RETAIL/OFFICE BUILDING BY SUCH STORES. June 30, 2025 Project #: 21077 THIS EXHIBIT IS NOT A REPRESENTATION OR WARRANTY THAT THE RETAIL/OFFICE BUILDING OR THE PROJECT WILL REMAIN AS DEPICTED, NOR AS TO ANY FUTURE PROJECT OCCUPANCY OF SPACES AT THE RETAIL/OFFICE BUILDING OR THE PROJECT. Page 397 of 432  MUNICIPAL APPROVAL STAMP DRAWING TITLE TAG ABBREVIATIONS M meter AB anchor bolt MAINT maintenance ABV above MAS masonry AD area drain MAX maximum AFF above finish floor MECH mechanical DRAWING TITLE ALUM aluminum MTL metal ANN annunciator MEZZ mezzanine 1 NORTH ELEVATION SCALE:1/8" = 1'-0" APROX ARCH AUTO AVE approximate architectural automatic avenue MFR MIN MISC manufacturer minimum miscellaneous DRAWING SCALE MM millimeter AWG American wire gauge MO masonry opening MULL mullion DRAWING NUMBER B/ bottom of BIT bituminous N North BLDG building N.I.C. not in contract DETAIL TAGS CL CLG CM CMU center line ceiling centimeter concrete masonry unit NO. NOM NTS OA number nominal not to scale overall 736 ELM STREET, PROJECT TEAM WINNETKA, IL 60093 CO cleanout OC on center COL column OD outside diameter DETAIL NUMBER CONC concrete OH overhead CONSTR construction OPNG opening CONT continuous 1 COORD coordinate A-101 PL plate CNTR center P-LAM plastic laminate CU cubic PLBG plumbing CW cold water SHEET NUMBER PLUMB plumbing PNL panel DBL double DEG DEMO DEPT degree demolish department PNT PT paint pressure treated TENANT AREA (AREA OF WORK) : 2,271 SF DET detail QT quarry tile DIA diameter DETAIL NUMBER DIAG diagonal DN DS down downspout R RD riser roof drain CONTACTS DRAWING INDEX 1 1 REF refrigerator DWG drawing ARCHITECT: MEP ENGINEER: A-101 REINF reinforced A-101 2025/12/02 - ISSUED FOR SPECIAL USE PERMIT REQ'D required E East REV revision DxU, ARCHITECTS CASE ENG NEERING, INC. ELEC electrical RFG roofing 412 S.WELLS ST. 796 MERUS CT. SHEET NUMBER EM emergency RM room SECOND FLOOR EXIST exis ing ST. LOUIS, MO 63026 RMV remove CHICAGO, L 60607 (P) 636.349.1600 EXT exterior RO rough opening (P) 312.955 0334 F/ face of S South FA fire alarm SAFB sound attenuation fire FCO floor clean out EM LY L NDSEY LUKE WILD DETAIL CALLOUT batt insulation FD floor drain ASSOCIATE PR NC PAL MANAGER OF MECH. SAN sanitary FNDN foundation ELINDSEY@DXUARCH.COM ENGINEERING SECT section SECTION TAG FF finish floor SF square foot (feet) (P) 314.570.7920 FLR floor LWILD@CASEENGINEERING.COM SIM similar CLIENT FT foot (feet) SQ square FTG footing CLIENT: SS stainless steel FURR furring STC sound transmission class SOLIDCORE 2 GA gauge 1735 N LYNN ST DETAIL NUMBER GALV galvanized STD standard STL steel SUITE 650 NO SHEET NAME 1 GND ground ARL NGTON, VA 22209 3 A-101 1 STRUCT structural 01 - TITLE A-101 GWB gypsum wall board (P) 202.915 5740 GYP gypsum T1-01 TITLE SHEET ● T tread LANDLORD: 4 SHEET DESIGNATION T/ top of T1-02 EXISTING SITE AND PARKING PLAN (FOR REFERENCE ● HB hose bib LOU BENEDETTO MURPHY DEVELOPMENT ONLY) T&B top and bottom D RECTOR OF DESIGN GROUP HDWH hardwood 04 - ARCHITECTURAL INTERIOR EXTERIOR T&G tongue and groove LOU@SOLIDCORE.CO CHRIS HORNEY PROJECT HDWR hardware A1-10 GROUND FLOOR EXISTING PLAN ● TEL telephone CHORNEY@MURPHYRES.COM ELEVATION TAG ELEVATION TAG HR hour TEMP tempered A1-21 GROUND FLOOR PLAN ● HT height 248.721.7927 HW hot water TOPO TYP topography(ic) typical KEIRA FITZGERALD A4-10 EXTERIOR ELEVATIONS ● [solidcore] MANAGER, CONSTRUCTION AND ID inside diameter UNO unless noted otherwise DEVELOPMENT KEIRA.FITZGERALD@SOLIDCORE.CO WINNETKA IN inches UTIL utility INCL include(d)(ing) INSUL insulation VAC vacuum INT interior VTR vent through roof TAG SYMBOLS ISO isolation VIF verify in field KO knockout KIT kitchen W W/ West with 736 ELM STREET, LAM laminate(s) W/O WC without water closet WINNETKA, IL 60093 LAV lavatory WH water heater 101A 1i W1 LB(S) pound(s) WIN window LL landlord WWF welded wire fabric LT light INTERIOR EQUIPMENT GLAZING TAG YD yard DOOR TAG TAG NO. DATE ISSUE 2025-12-02 ISSUED FOR SPECIAL USE PERMIT ELEVATION T/ STEEL ITEM EL. + 96'-6" ? 1 ELEVATION KEYNOTE TAG REVISION TAG ELEVATION TAG SCOPE OF WORK BUILDING CODES CODE MATRIX FITNESS STUDIO INTERIOR BU LD OUT N A DEMISED RETAIL SPACE. WORK TO NCLUDE DEMOLITION, THE NSTALLATION OF CE LINGS, PARTITIONS, DOORS, INTERIOR F NISHES * BUILDING 2021 INTERNATIONAL BUILDING CODE WITH WINNETKA AMENDMENTS FLOOR FINISH MECHANICAL WORK, ELECTRICAL WORK AND PLUMB NG WORK FOR A NEW HEALTH & FITNESS * EXISTING 2021 INTERNATIONAL EXISTING BUILDING CODE WITH WINNETKA AMENDMENTS ZONING CLASSIFICATION: C2, GENERAL RETAIL COMMERCIAL DISTRICT ESTABLISHMENT. * MECHANICAL 2021 INTERNATIONAL MECHANICAL CODE WITH WINNETKA AMENDMENTS OCCUPANCY CLASSIFICATION: B, BUSINESS 1i XX XX ? PROJECT NUMBER: 25-312 * ELECTRICAL 2020 NATIONAL ELECTRICAL CODE WITH WINNETKA AMENDMENTS BUILDING HEIGHT: EXISTING TO REMAIN, (1 STORY) FINISH TAG CASEWORK FLOOR DRAWN BY: SM APPROVED BY: EL * PLUMBING 2014 ILLINOIS PLUMBING CODE WITH WINNETKA AMENDMENTS BUILDING AREA: EXISTING TO REMAIN TAG FINISH TAG SEAL * FIRE PREVENTION 2021 INTERNATIONAL FIRE CODE WITH WINNETKA AMENDMENTS TENANT AREA OF WORK: 2,271 SF * ENERGY 2021 ILLINOIS ENERGY CONSERVATION CODE SEPARATED USES: EAST ADJACENT: BUSINESS USE, NO SEPARATION REQUIRED (EXISTING TO REMAIN) ROOM NAME WEST ADJACENT: BUSINESS USE, NO SEPARATION REQUIRED (EXISTING TO REMAIN) LOBBY ROOM NUMBER * GAS 2021 INTERNATIONAL FUEL GAS CODE WITH WINNETKA AMENDMENTS CONSTRUCTION TYPE: -A, FULLY SPRINKLERED 10C 101 * LIFE SAFETY 2024 LIFE SAFETY CODE (NFPA 101) WITH WINNETKA AMENDMENTS WALL TYPE ROOM TAG * ACCESSIBILITY 2018 ILLINOIS ACCESSIBILITY CODE TAG * AS AMENDED WITH ALL STATE AMENDMENTS & CODES 12-02-2025 DRAWING SYMBOLS ISSUED FOR SPECIAL USE PERMIT SHEET TITLE & NUMBER NEW TITLE SHEET 0 0 © 2025 DXU-STUDIO, LLC. All rights reserved. EXISTING BREAK LINE CENTER LINE COLUMN BUBBLE T1-01 THESE DRAWINGS ARE CONFIDENTIAL AND SHALL BE IN THE POSSESSION OF AUTHORIZED INDIVIDUALS ONLY. THESE DOCUMENTS ARE THE EXCLUSIVE PROPERTY OF DxU ARCHITECTS AND SHALL NOT BE COPIED OR REPRODUCED WITHOUT WRITTEN AUTHORIZATION Page 398 of 432 Page 399 of 432 Page 400 of 432 Page 401 of 432 Page 402 of 432 Page 403 of 432 Page 404 of 432 Page 405 of 432 Page 406 of 432 Page 407 of 432 Page 408 of 432 Page 409 of 432 Page 410 of 432 Page 411 of 432 Page 412 of 432 Page 413 of 432 Page 414 of 432 Page 415 of 432 Page 416 of 432 Page 417 of 432 Page 418 of 432 Page 419 of 432 Page 420 of 432 Page 421 of 432 Example photos of storefront and lobby visibility Page 422 of 432 Example photos of storefront and lobby visibility Page 423 of 432 Retail Fridge Page 424 of 432 Proposed sweatbag holder Solidcore installed example Page 425 of 432 Manufacturer Example Page 426 of 432 Page 427 of 432  1 WINNETKA PLAN COMMISSION MEETING MINUTES EXCERPT 2 JANUARY 28, 2026 3 4 Members Present: Layla Danley, Chairperson 5 Jonathan Alt 6 Christopher Blum 7 Matthew Bradley 8 Mamie Case 9 Chris Enck 10 King Poor 11 Kate Van Vlack 12 13 Members Absent: Cyrus Subawalla 14 15 Non-Voting Members Present: Bridget Orsic 16 17 Village Staff: Scott Mangum, Community Development Director 18 Ann Klaassen, Assistant Director of Community 19 Development 20 Christopher Marx, Associate Planner 21 22 Village Attorney: Peter Friedman 23 Courtney Trefil 24 25 *** 26 27 a. Case No. 26-02-SU: 736 Elm Street - Solidcore: An application seeking approval of a Special Use 28 Permit submitted by Solidcore, as the prospective lessee of the commercial space located at 736 Elm 29 Street to allow a personal fitness facility in the C-2 General Retail Commercial Overlay District. The 30 property is currently owned by MDG Winnetka One, LP. The Village Council has final jurisdiction on this 31 request. 32 Mr. Marx summarized the special use permit requested and identified the property’s location in the One 33 Winnetka development and zoning classification with the proposed space to be occupied in the 34 Commercial Overlay District. He then identified the Overlay District boundaries as well as the proposed 35 use in an illustration for the Commission. Mr. Marx summarized the business operations, number of 36 employees and hours of operation which would be appointment-only classes. He also summarized the 37 proposed parking plan and use occupancy in detail. Mr. Marx summarized the One Winnetka final planned 38 development approval, the partial approval of special use findings for medical and financial service uses 39 and noted cultural recreational and entertainment uses, which includes personal fitness facilities, did not 40 receive partial approval in the One Winnetka planned development with all 12 special use standard being 41 applicable that are provided on pages 101 and 102 of the agenda packet. 42 43 Mr. Marx stated following the applicant’s presentation, public comment and Commission discussion, the 44 Commission may decide to either continue the application to a date certain to allow time to address any 45 questions or comments or consider a motion recommending approval or denial of the special use permit 46 with draft language included on pages 101-102. He then asked if there were any questions. 47 48 Chairperson Danley referred to the Commission's prior discussion regarding the allowance for special use Page 428 of 432  January 28, 2026 Page 2 1 permits and asked what information is there available on other building tenants other than the Ballyhoo 2 restaurant. Mr. Mangum referred to the Charles Schwab and the Winnetka Aesthetic Studio approved 3 special uses as well as the Arkadia restaurant which would be a permitted use in the development. He 4 noted there is one additional special use application which was submitted for a medical-related use as 5 well as another restaurant concept which would be a permitted use. Chairperson Danley asked if there 6 were any questions. 7 8 Ms. Van Vlack asked if any of the remaining space available would be a restaurant or special use. Mr. 9 Mangum confirmed all of the spaces have been leased. He stated they do not have all of the information 10 available yet for the upcoming special use request. Ms. Klaassen confirmed there are limits for medical 11 and financial special uses. Ms. Van Vlack asked how many potential retail spaces remain on Elm Street. 12 Mr. Mangum stated there are no retail spaces remaining. No additional questions were raised at this time. 13 14 Chairperson Danley asked for the applicant’s presentation. She swore in those speaking to this matter. 15 Melanie Nifong, Solidcore Senior Director of Operations and Sean Jackson of DxU Architects introduced 16 themselves to the Commission. Chairperson Danley referred to the proposed hours of operation and the 17 applicant’s other locations around the country. She asked if there has been discussion whether the 18 proposed schedule would generate the same amount of people as in their other locations. Ms. Nifong 19 stated other suburban locations have a fully robust schedule which she described for the Commission. 20 She noted their closest location to the Village is in Buffalo Grove which has over 600 members. Ms. Nifong 21 also described the demographic. Mr. Bradley stated he is concerned with regard to the evening hours and 22 whether the space would compete with other uses such as a restaurant. Mr. Jackson identified the existing 23 parking on Lincoln and Elm as well as the dedicated spaces in the One Winnetka development. He noted 24 their patrons would not all drive to the location which include those using the train. Mr. Jackson also 25 stated a parking analysis was previously done for the entire One Winnetka development. Mr. Bradley also 26 questioned the noise component. Mr. Jackson responded it would be in the 40-50 decibel range, and they 27 have a consultant which provided recommendations for their locations which include the fact that 28 residents are located above the location. Ms. Nifong estimated 50% of their locations are in mixed use 29 buildings. 30 31 Chairperson Danley asked the applicant if they considered any other properties. Mr. Jackson responded 32 the applicant’s real estate team reviewed other properties in the area. Ms. Nifong stated they had to close 33 their Vernon Hills location during Covid. Chairperson Danley asked if there were any questions. 34 35 Ms. Van Vlack questioned the in-person staff makeup which Ms. Nifong described for the Commission. 36 Mr. Jackson confirmed there would be times no music is being played during in the 10 minute gap between 37 classes and stated they were advised by an acoustical engineer in terms of sound. Ms. Nifong described 38 the coaching staff and noted the door would be locked. Mr. Blum stated he is concerned with regard to 39 double counting parking spaces in terms of overlap. Ms. Nifong added no shower amenities would be 40 provided. 41 42 Mr. Poor stated while he appreciated the acoustical mitigation efforts, he referred to the residential units 43 above and asked if they would be able to hear music. Mr. Jackson explained the way in which the space 44 would be defined. He informed the Commission the acoustical report can be provided to the Commission. 45 Ms. Nifong noted sound testing is done prior to opening their locations. Ms. Van Vlack asked what would 46 be done to keep with the building’s aesthetic in terms of signage. Mr. Marx explained that the applicant 47 was asked to provide a general context for the proposed signage for consideration by the DRB and referred 48 to the elevation renderings. He also noted backlit lighting was originally proposed for the sign but it was Page 429 of 432  January 28, 2026 Page 3 1 changed to external illumination. No additional questions were raised at this time. 2 3 Chairperson Danley stated there is no one in the audience to comment and called the matter in for 4 discussion. 5 6 Ms. Case stated this is not the right venue for this use and referred to the amount of issues relating to 7 parking. She stated the Commission was under the impression that the developer would seek retail or 8 restaurant uses as opposed to another special use. Ms. Case identified several special use businesses in 9 the area and stated given the parking use by the applicant, parking would be full constantly. She concluded 10 this space would not be a good fit for this use. Mr. Blum agreed with Ms. Case’s comments and stated if 11 the Overlay District is worth having, the requirements should be enforced. He stated there should be some 12 semblance of retail in the front and he would not be in favor of the request. 13 14 Mr. Poor stated he appreciated the applicant’s presentation and agreed with the comments made. He 15 stated he would not be in favor of the request. Trustee Orsic stated while there is a demographic which 16 would like the use, she suggested the applicant look for another location. She questioned why the 17 developer did not come to the meeting to further explain the request. Mr. Alt stated while they want the 18 business in the community and there is a demand for it, he referred to the One Winnetka project being 19 an idea for a decade and there has not been a demand for a retailer in this space. He questioned whether 20 this business would be a more modern use for the space and stated this type of business would be 21 attractive to the area and would draw a diverse demographic. The Commission Members discussed similar 22 cases which were denied and the Commission Members summarized their positions. 23 24 Mr. Enck stated his initial concern related to parking and referred to other special uses which generate 25 foot traffic for other businesses. He commented it would be nice if the use was in an area which supported 26 other businesses. Mr. Bradley stated his initial thought was to recommend approval and agreed with Mr. 27 Alt’s comments relating to hanging on to retail uses at the cost of denying other businesses. He questioned 28 why they would deny a use that would be preferred by the younger generation and good for the Village. 29 Mr. Bradley also stated he is concerned with the door being locked and commented the number of people 30 in and out of the use would be beneficial. He agreed parking is an issue and commented they should not 31 recommend denial of a cool and upcoming use. 32 33 Chairperson Danley commented while the proposed use may be a great idea and a good business draw 34 for the Village, she would feel better if it was in a different location. She also stated she is concerned with 35 regard to standard nos. 5 and 7 and referred to the post office site development and the draw on parking. 36 Chairperson Danley stated there would not be a pedestrian draw with only special uses in the area and 37 described the process as unfair to the applicant. She stated if they were to accept the premise that this 38 would only be a special use building, they would kill any type of pedestrian nature for the area. 39 Chairperson Danley concluded it came down to the space they are evaluating and whether the use met 40 the standards and in this instance, it did not and she would not be in favor of the request. The Commission 41 Members discussed whether the application would have been approved at a different point in time. 42 43 Chairperson Danley took a straw poll of the Commission Members and asked for a motion. A motion was 44 made by Mr. Poor to recommend denial of the special use request. The motion was seconded by Mr. 45 Blum. A vote was taken and the motion passed, 5 to 3: 46 AYES: Blum, Bradley, Case, Danley, Poor 47 NAYS: Alt. Enck, Van Vlack 48 NON-VOTING: Orsic Page 430 of 432  January 28, 2026 Page 4 1 *** 2 3 Respectfully submitted, 4 5 Antionette Johnson 6 Recording Secretary Page 431 of 432  ATTACHMENT 3 LEGEND EXISTING PARTITION NEW PARTITION NOT IN CONTRACT (NIC) SQ. FOOTAGE CALCULATIONS +/-2,271 RSF 38'-212" SWEAT BAG WOMEN'S ADA DISPENSER RESTROOM COACH BIOS LOCKERS DRY VANITY WATERFALL COUNTER 3'-112" CABLE SIDE EDGE AT VANITY 1'-8" (GREY STRAP) 1'-8" TYP 87 98 10 9 11 10 12 11 13 12 14 13 15 14 16 15 SOFT SEATING 3'-0" B1 B2 STORAGE ABOVE DRINKING FOUNTAIN LOGO UP SIGN CHALLENGE BRIVO SECURITY PAD 30'-83 4" BOARD EXIT 3'-2" STUDIO 15 MACHINES +0" +0" UP SOUND 2 1 32 4 3 5 4 65 7 6 4'-712" DOOR LEAF TO RACK BECOME INACTIVE ELECTRICAL WELCOME DESK W/ PANEL 1'-2" 4'-112" BEVERAGE FRIDGE BRACKET 3'-0" LAUNDRY SIGNAGE LOGO SIGN ON WD1A SEAL DOOR EXISTING -12" TUB 1'-4" FEATURE WALL SHUT PROPOSED +0" 6'-11" -12" DESK SPRING SIDE 1'-8" 1'-8" (BLACK STRAP) TYP 2'-8" TYP COAT RACKS 10'-0" UTILITY/ STORAGE ROOM W/ STORAGE WD1A WALL COACH ABOVE BUILD UP THIS AREA STATION MEN'S ADA TO BE ON GRADE RESTROOM (DEMOLISH EXIST. RAMP) +/-6'-1" PLOTTED BY: SEAN JACKSON 01 FLOOR PLAN 1/8" = 1'-0" PLOT DATE: 2/6/2026 5:55 PM CLIENT DATE 02-06-2025 [solidcore] ONE WINNETKA - WINNETKA, IL © DxU 2020 SHEET NO. FLOOR PLAN (ALTERNATIVE OPTION) Page 432 of 432 412 S. Wells Street 2nd Floor Chicago IL 60607 P: 3 1 2 9 5 5 0 3 3 4 d x u a r c h . c o m TF2