diff --git a/ai-core/knowledge/ai-skills-repos.md:Zone.Identifier b/ai-core/knowledge/ai-skills-repos.md:Zone.Identifier deleted file mode 100644 index d6c1ec6..0000000 Binary files a/ai-core/knowledge/ai-skills-repos.md:Zone.Identifier and /dev/null differ diff --git a/businesses/00-holdings/branding/logo-collage.png:Zone.Identifier b/businesses/00-holdings/branding/logo-collage.png:Zone.Identifier deleted file mode 100644 index d6c1ec6..0000000 Binary files a/businesses/00-holdings/branding/logo-collage.png:Zone.Identifier and /dev/null differ diff --git a/businesses/sns-hospitality-group/coffee-trailers/T-00/docs/market-needs-analysis.html b/businesses/sns-hospitality-group/coffee-trailers/T-00/docs/market-needs-analysis.html new file mode 100644 index 0000000..886ac19 --- /dev/null +++ b/businesses/sns-hospitality-group/coffee-trailers/T-00/docs/market-needs-analysis.html @@ -0,0 +1,252 @@ + + + + + +Needs Analysis — Northern Indiana Coffee Market | The Daily Pour + + + +
+ +

Needs Analysis

+
Northern Indiana Coffee Market — Types, Brands, Styles & Pricing
+
+ The Daily Pour | SnS Hospitality Group LLC | South Bend, Indiana
+ Prepared: August 2026 | Research basis: public menu data, local news coverage, and industry trend reporting current as of Aug 2026 +
+ +
+Purpose: This analysis answers three questions for The Daily Pour's launch and pricing +strategy — (1) what kinds of coffee/drink brands and styles already serve Northern Indiana, (2) where +the high-traffic areas and gaps are, and (3) what a defensible low-to-high price ladder looks like so +The Daily Pour is priced to compete without racing to the bottom. +
+ +

1. Competitive Landscape — Who's Already Here

+

Northern Indiana's coffee market (St. Joseph, Elkhart, Marshall, LaPorte counties) has four +distinct competitor tiers. Each behaves differently and requires a different response.

+ +

Tier 1 — National Drive-Thru Coffee Chains (fastest-growing, most direct competitor)

+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +
BrandStyleLocal presenceWhy it matters
7 BrewDrive-thru only, double-lane, "stand" format (~600 sq ft, no seating)Opened in Mishawaka (5540 N Main St, former Windy City Gyros site) and La Porte; more Indiana + sites announced 2026 including Fort WayneNearly identical footprint/format to a trailer. Fast, friendly, huge menu (2,000+ combos), + aggressive expansion backed by Blackstone capital.
Dutch BrosDrive-thru "shack" + walk-up window, high-energy brand, Rebel energy drinksExpanding into Northern/NW Indiana (Valparaiso, Warsaw); not yet in South Bend/Mishawaka core$2.1M average unit volume nationally — proof the drive-thru-only model works at scale in + Indiana-adjacent markets. Likely to target South Bend/Elkhart next as it fills in the region.
Scooter's CoffeeDrive-thru kiosk, franchise-heavy, seasonal/limited-time drink dropsDistribution center built near Indianapolis to support Indiana growthSame small-footprint kiosk model; pricing sits at the premium end (see Sec. 3).
StarbucksBrick-and-mortar + drive-thru, full caféMultiple South Bend locations (downtown, Ireland Rd, South Bend Ave)Sets the "premium anchor" price point area customers already accept.
Dunkin'Brick-and-mortar + drive-thru, donuts + coffeeMultiple locations South Bend/Mishawaka (incl. Lincolnway E)Sets the "value" anchor price point — the number customers compare everything against.
+ +

Tier 2 — Regional Chains

+ + + + +
BrandStyleLocal presence
Caribou CoffeeCafé + drive-thru, in-store at Martin's Super MarketsMishawaka (Ironwood Dr / Martin's)
Biggby CoffeeMichigan-based café chain, drive-thru, sweet/flavored drinks, "creme freeze" smoothiesMishawaka (McKinley Ave) and other Michiana locations
+ +

Tier 3 — Independent Local Coffee Shops (sit-down cafe model — not direct drive-thru competitors, but shape local taste)

+ + + + + + +
ShopNotes
Chicory CafeSouth Bend + Mishawaka; Mishawaka location has a drive-thru — closest thing to a local drive-thru competitor
Bendix Coffee RoastersSouth Bend micro-roaster; now also roasts the legacy Toccoa Coffee brand (Mishawaka). This is the region's dominant local bean supplier and already The Daily Pour's planned roaster — a strength, not a threat
Coffee PantryElkhart — cozy sit-down cafe, light snacks
Coffee Spot Café, Sunrise Cafe, Le PeepBreakfast-diner style with coffee as a side item, not a specialty program
+ +

Tier 4 — Convenience / Gas Station Coffee

+

Self-serve pot coffee at gas stations and grocery stores. Lowest price, lowest quality, no +brand loyalty — this is the segment The Daily Pour's business plan already correctly targets as +"easy to beat on quality" rather than price.

+ +
+Bottom line: The direct competitive threat isn't Starbucks or Dunkin' — it's the +national drive-thru stand format (7 Brew, Dutch Bros, Scooter's). They use the exact +same footprint and speed advantage The Daily Pour is built around, and they are actively expanding +into Northern Indiana right now (2025–2026). The Daily Pour's win conditions against them: local +roaster story, lower price point at the low end of the ladder, and mobility into locations too small +or too temporary for a permanent kiosk to bother with. +
+ +

2. High-Traffic Areas & Location Gaps in Northern Indiana

+

Confirmed high-traffic corridors (St. Joseph / Elkhart counties)

+ + +

Gap analysis — where competitors are NOT yet dense

+ + + + + + + +
AreaCurrent coverageOpportunity for The Daily Pour
Elkhart / Goshen industrial corridorSparse — mostly gas-station and diner coffee; no drive-thru specialty brand confirmedHigh — RV manufacturing shift-change traffic, no chain has claimed it yet
South Bend south side / Ireland Rd retailStarbucks (brick-and-mortar) onlyMedium-high — undercut price, same traffic, mobile flexibility
Notre Dame perimeter (non-game-day)Campus dining + a few independentsMedium — steady student/staff traffic, seasonal (academic calendar)
Mishawaka Grape RoadSaturated (Biggby, Caribou, 7 Brew incoming)Low — avoid as a first location; too much drive-thru chain density already
Vacant/underutilized commercial lots (per business plan)None — that's the pointHigh — zero coffee competition, low rent, matches the trailer's mobility advantage
+ +
+Watch item: 7 Brew and Dutch Bros are both expanding into Northern Indiana on an +active, ongoing basis (new sites announced through 2026). Before committing to a location, check +whether a national chain has already filed site plans nearby — Mishawaka's planning commission +approvals are public record and searchable. +
+ +

3. Price Ladder — Low to High, Benchmarked Against Local Competitors

+

Pricing across every format (national chain, regional chain, independent) converges on the same +three tiers by drink size/complexity. The table below benchmarks real observed prices (2025–2026, +standard hot latte/espresso drink as the comparison item) so The Daily Pour's menu can be placed +deliberately rather than guessed.

+ + + + + + + + + + + + + + + + + + + + + + + + + + + +
TierBrand examplesSmallMediumLargePositioning
Low / ValueDutch Bros, 7 Brew, Dunkin'$3.00–$4.00$3.75–$4.75$4.50–$5.75Speed + volume; simple syrup-based drinks priced to move a line fast
MidCaribou, Biggby, Chicory Cafe, independent shops$3.50–$4.25$4.25–$5.00$5.00–$5.75"Neighborhood quality" — better beans, still fast, local loyalty
PremiumStarbucks, Scooter's specialty/limited-time drinks$4.45–$5.55$4.95–$6.50+$5.75–$7.95+Brand cachet, seasonal/limited drinks, highest-margin add-ons
+ +

Recommended Daily Pour price ladder

+

The business plan's $8 average ticket target already lands correctly in the mid-tier — this +analysis confirms that target and breaks it into a defensible ladder rather than one flat price:

+ + + + + + +
CategoryPrice rangeRationale
Drip coffee / hot tea$3.00 – $4.00Matches Dunkin'/value tier — the "everyday driver" that builds repeat visits and beats gas-station coffee on quality at a near-identical price
Standard espresso drinks (latte, americano, cappuccino, cold brew)$4.25 – $5.50Sits at the low end of Starbucks and matches Caribou/Biggby — undercuts the premium anchor while still reading as "quality," using the Bendix local-roaster story to justify the price vs. Dunkin'
Specialty/signature drinks (seasonal, flavored, matcha, frappes)$5.50 – $6.75Priced just under Starbucks Frappuccino/Scooter's limited-time tier ($6.55–$7.95) — high margin, gives customers a "treat" option without matching premium-chain prices
Food add-ons (pastries, bagels, cookies)$2.50 – $4.50Matches local bakery/cafe norms; kept simple since food is a margin-add, not the core product
+ +
+Why not go lower (race to the bottom with 7 Brew/Dutch Bros)? Those chains win on +volume and venture-backed real estate, not margin per cup — The Daily Pour's plan is built on a +single trailer needing ~51 customers/day to break even, not thousands across a franchise network. +Competing purely on price would erase the 49% margin the business plan depends on. The local-roaster +(Bendix) story and mobility into zero-competition lots are the actual moat — pricing should protect +margin, not chase the chains down. +
+
+Why not go higher (match Starbucks/Scooter's top end)? The Daily Pour has no brand +recognition yet and no seating/atmosphere to sell — customers won't pay premium-chain prices for an +unfamiliar trailer. Landing at the top of "mid-tier" (just under Starbucks, just above Dunkin') gives +room to raise specialty-drink prices later once the brand is established, without alienating the +morning-commuter core customer the business plan already targets. +
+ +

4. Types & Styles to Offer — What the Market Is Already Trained to Expect

+

Table stakes (every competitor tier offers these — must-have, not a differentiator)

+ + +

Differentiators seen at the chain level worth adapting in scaled-down form

+ + +

Local sourcing angle (competitive advantage, not a cost)

+

Bendix Coffee Roasters (South Bend) is both the region's most visible independent coffee brand +and The Daily Pour's already-planned bean supplier. No other drive-thru chain in the market (7 Brew, +Dutch Bros, Scooter's, Dunkin', Starbucks) can claim a South Bend-roasted bean. This is the single +strongest, lowest-cost differentiator available and should be printed on the menu board and cup — +it directly supports charging mid-tier prices instead of value-tier prices.

+ +

5. Summary & Recommendations

+
    +
  1. Price ladder: $3.00–$4.00 drip, $4.25–$5.50 espresso drinks, $5.50–$6.75 specialty drinks, $2.50–$4.50 food. This lands mid-tier — above Dunkin'/7 Brew/Dutch Bros, below Starbucks/Scooter's — and supports the $8 average-ticket target already in the business plan.
  2. +
  3. First-location priority: Elkhart/Goshen industrial corridor or South Bend south-side retail (Ireland Rd area) over Mishawaka's Grape Road, which is already saturated with drive-thru chains.
  4. +
  5. Watch the chains: 7 Brew and Dutch Bros are actively opening new Northern Indiana sites through 2026 — check Mishawaka/South Bend/Elkhart planning commission filings before finalizing a lot.
  6. +
  7. Menu: Keep the current core menu (it already matches market expectations); add oat milk as a standard option; pilot one energy/"rebel"-style drink; hold off on mushroom/adaptogen add-ins until proven local demand.
  8. +
  9. Lead with the Bendix Coffee Roasters story on all signage/menu boards — it is the one advantage no national or regional chain in the market can replicate.
  10. +
+ + + +
+ + diff --git a/businesses/sns-hospitality-group/docs/indiana-scam-notices.pdf b/businesses/sns-hospitality-group/docs/indiana-scam-notices.pdf new file mode 100644 index 0000000..c42ac14 Binary files /dev/null and b/businesses/sns-hospitality-group/docs/indiana-scam-notices.pdf differ diff --git a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html index 9febe95..1bd6ea2 100644 --- a/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html +++ b/businesses/sns-hospitality-group/docs/kiowa-partnership-agreement.html @@ -70,6 +70,7 @@ padding-bottom:6px; margin:36px 0 14px; } + .page-break{page-break-before:always; margin-top:0;} h3{font-size:.95rem;color:var(--navy);margin:24px 0 10px} p,li{margin-bottom:8px} ul,ol{padding-left:22px} @@ -89,6 +90,11 @@ body{background:#fff} .doc{box-shadow:none;padding:24px 48px} footer{display:none} + h2{page-break-before:auto; page-break-after:avoid} + h3{page-break-after:avoid} + .card, .callout, table, .sig-block{page-break-inside:avoid} + p, li{orphans:3; widows:3} + tr{page-break-inside:avoid} } @@ -103,9 +109,11 @@
Entity: SnS Hospitality Group LLC
+
EIN: 42-4288652
Type: Multi-Member LLC (Indiana)
-
Parent: SnS Network Solutions Holdings LLC
-
Effective date: ________________
+
Parent: SnS Network Solutions Holdings LLC (EIN 42-4099038)
+
State filed: Indiana (INBiz, 08/06/2026)
+
Effective date: August 6, 2026
@@ -141,7 +149,7 @@ -

3. Management

+

3. Management

The Company shall be Member-managed. Holdings (represented by Samuel S. James) retains sole authority over all day-to-day operational decisions and capital deployment.

@@ -205,7 +213,7 @@

All other business decisions remain under Holdings' authority per §3.1.

-

4. Equity Vesting — Service Grant (15%)

+

4. Equity Vesting — Service Grant (15%)

Each venture Kiowa participates in earns her equity in the Hospitality Group:

@@ -241,8 +249,7 @@
GrantAmountWhen
-

6. Grant Finder's Fee

+

6. Grant Finder's Fee

If Kiowa identifies, applies for, and secures a grant (non-repayable funding — government, foundation, or private grant money) for any venture under the Hospitality Group:

@@ -268,9 +275,7 @@
If Kiowa departs before all 10 Daily Pour trailers are operational — she is required to sell her vested interest back to Holdings. The buyback price depends on - how she leaves. These provisions expire upon the earlier of: (a) all 10 Daily Pour - trailers achieving operational status, or (b) 7 years from the Formation Date of the - Company, whichever comes first. + how she leaves.

7.1 Tiered Buyback Pricing

@@ -284,12 +289,8 @@

FMV definition: Net asset value (total assets − total liabilities) × Kiowa's vested ownership percentage, as determined by the Company's most recent quarterly books. If disputed, an independent third-party valuation at shared cost.

-

Payment terms:

- +

Payment terms: Lump sum within 90 days of the departure date, or a 12-month + installment plan at Holdings' election.

Unvested portion: Any unvested equity at the time of departure is forfeited automatically — reverts to Holdings at no cost, regardless of departure type.

@@ -322,7 +323,7 @@ mediation steps above.

-

8. Forfeiture for Cause

+

8. Forfeiture for Cause

If Kiowa violates any law or is found to have misappropriated any terms of this @@ -364,7 +365,7 @@ Holdings' favor.

-

9. After 10 Trailers Are Complete

+

9. After 10 Trailers Are Complete

The mandatory buyback (§7) expires. The fleet is built. The deal is honored. @@ -392,7 +393,7 @@ Price (good standing, all ventures excelling)100% of FMV — Holdings matches fair market value when all businesses are performing and the departure is amicable Price (if any venture is declining)85% of FMV — reduced to reflect transition risk when performance is mixed Decision window60 days from written notice - If Holdings passesKiowa may sell to a third party — but the buyer must be approved by Holdings. Approval may not be unreasonably withheld. No sale to any party Holdings does not consent to. + If Holdings passesKiowa may sell to a third party — but the buyer must be approved by Holdings. No sale to any party Holdings does not consent to. Third-party price floorKiowa cannot sell to a third party at a price lower than what Holdings was offered Partial salesSame terms apply — Holdings' ROFR covers partial sales too @@ -410,7 +411,7 @@ -

11. Capital Contributions

+

11. Capital Contributions

  • Holdings: Provides all capital required for trailer acquisition, buildout, equipment, and initial operating expenses (~$35,000 per unit). Capital calls are @@ -478,7 +479,7 @@ law.

    -

    18. Exit Scenarios — Summary

    +

    18. Exit Scenarios — Summary

    @@ -506,7 +507,7 @@
    ScenarioOutcome
    Leaves before 10 trailers — good standing + 90-day transitionBuyback at 100% of FMV. Unvested forfeited.
    -
    +

    Execution

    The undersigned, being all of the Members of SnS Hospitality Group LLC, adopt and agree to this Operating Agreement as of the Effective Date first written above.

    @@ -531,7 +532,7 @@
    Draft — Review with an Indiana-licensed attorney before signing.
    - SnS Network Solutions Holdings LLC • 759 Boxwood Drive, South Bend, IN 46641 + SnS Network Solutions Holdings LLC • 759 Boxwood Drive, South Bend, IN 46614
    diff --git a/businesses/sns-hospitality-group/docs/required-docs-and-compliance.md b/businesses/sns-hospitality-group/docs/required-docs-and-compliance.md new file mode 100644 index 0000000..75bf74d --- /dev/null +++ b/businesses/sns-hospitality-group/docs/required-docs-and-compliance.md @@ -0,0 +1,112 @@ +# SnS Hospitality Group LLC / The Daily Pour — Required Documents & Compliance Checklist + +**Entity:** SnS Hospitality Group LLC (DBA "The Daily Pour") +**Parent:** SnS Network Solutions Holdings LLC (EIN 42-4099038) +**State:** Indiana (St. Joseph County) +**EIN:** 42-4288652 +**Formation date:** August 6, 2026 +**INBiz filing number:** 202608062026556 +**Principal office:** 759 Boxwood Dr, South Bend, IN 46614 + +> This is the master list of documents/registrations needed to legally operate The Daily Pour, +> plus recurring compliance obligations. This is a working checklist, not legal advice — +> confirm specifics with the county health department, your CPA, and an attorney. + +--- + +## Formation & Identity (one-time) + +| Item | Status | Source / Cost | Notes | +|------|--------|---------------|-------| +| Articles of Organization (INBiz) | ✅ Filed 08/06/2026 | INBiz — done | Save PDF to Drive → Legal/ | +| EIN (Federal Tax ID) | ✅ 42-4288652 | IRS — free | Already obtained | +| Operating Agreement (signed) | ⏳ Pending Kiowa's signature | Internal | See `docs/kiowa-partnership-agreement.html` | +| DBA "The Daily Pour" | ⏳ TODO | St. Joseph County | File assumed business name | + +--- + +## Certificate of Good Standing (order directly from the state — NOT from a solicitor) + +| Field | Detail | +|-------|--------| +| **What** | Indiana Certificate of Existence / Good Standing | +| **Issued by** | Indiana Secretary of State (via INBiz) — the ONLY official source | +| **Cost** | ~$26 online through INBiz (a mailed solicitation quoted $92.25 — do not use) | +| **When needed** | Opening a business bank account, applying for loans/credit, registering as a foreign entity in another state (e.g. Southern Michigan expansion) | +| **How** | Log into [INBiz](https://inbiz.in.gov) → your entity → Online Services → "Certificate of Existence" → pay by card → download | + +> ⚠️ **Scam note (Aug 2026):** Mail from "Business Document Center," "Business Poster Compliance," +> and "National Business Services" solicited $92–$98 fees for Good Standing / posters / EIN. +> None are government agencies. Order Good Standing from INBiz, get the EIN from the IRS, +> and download posters free (below). See `indiana-scam-notices.pdf` (this folder) for the flagged notices. + +--- + +## Employer / Labor Law Requirements (before hiring the first employee) + +### Labor Law Posters — REQUIRED once you have ≥1 employee + +| Field | Detail | +|-------|--------| +| **What** | Federal + Indiana state labor law posters displayed in a conspicuous workplace spot (breakroom / staff area of the trailer or commissary) | +| **Covers** | Minimum wage, OSHA workplace safety, anti-discrimination (EEOC), workers' comp, unemployment insurance, FMLA (if applicable), Indiana-specific wage/leave notices | +| **When required** | As soon as the Daily Pour employs anyone (the Location Manager / baristas) | +| **Cost** | **FREE** — download and print | +| **Official free sources** | Federal: [dol.gov/general/topics/posters](https://www.dol.gov/general/topics/posters) · Indiana: [in.gov/dol/employment-posters](https://www.in.gov/dol) (Indiana Dept. of Labor "required posters") | +| **Do NOT** | Pay a private "poster compliance" company (solicited $97.58) — the posters are free from DOL | + +**Action:** Before the first hire — download the current federal + Indiana poster sets, print, and +post them where staff can read them. Re-check annually (minimum wage / notices update). + +### Other employer registrations (trigger: first hire) + +| Item | Status | Where | +|------|--------|-------| +| Indiana withholding tax registration | ⏳ TODO at first hire | INBiz / INTIME | +| Unemployment insurance (SUTA) | ⏳ TODO at first hire | Indiana DWD (Uplink Employer) | +| Workers' compensation insurance | ⏳ TODO at first hire | Via GL insurer (budgeted in business plan) | +| New-hire reporting | ⏳ per hire | Indiana New Hire Reporting Center | + +--- + +## Mobile Food Vendor / Operating Permits (before serving the public) + +| Item | Status | Issuer | Notes | +|------|--------|--------|-------| +| Mobile food establishment permit | ⏳ TODO | St. Joseph County Health Dept | Trailer plan review + inspection | +| Commissary agreement | ⏳ TODO | Licensed commissary | Water fill / gray-water disposal, food storage | +| Food handler / ServSafe manager cert | ⏳ TODO | ServSafe | At least one certified manager | +| General liability insurance | ⏳ TODO | Insurer | Budgeted; required by most lot leases | +| Commercial auto insurance | ⏳ TODO | Insurer | For towing the trailer | +| Lot lease agreement(s) | ⏳ per location | Property owner | Kiowa negotiates ($500–750/mo) | +| Fire / propane inspection | ⏳ TODO | Local fire marshal | If using propane | + +--- + +## Recurring Obligations + +| Obligation | Frequency | Cost | Notes | +|------------|-----------|------|-------| +| Indiana Business Entity Report (BER) | Every 2 years, formation month (**August**) — first due **Aug 2028** | $32 | INBiz. Missing it = admin dissolution. Set reminder June 2028. | +| Health department permit renewal | Annual (confirm w/ county) | TBD | Kiowa owns renewals | +| Labor poster refresh | Annual / when notices change | Free | Re-download from DOL | +| Insurance renewals (GL, auto, workers' comp) | Annual | Budgeted | | +| Business licenses / lot leases | Per terms | Varies | Kiowa tracks lapses | +| Federal/state tax filing | Annual (flows to returns) | CPA | Keep entity books separate | + +--- + +## Where Things Live + +| What | Where | +|------|-------| +| Legal docs (Articles, EIN letter, signed OA, Good Standing) | Google Drive → Hospitality/Legal/ | +| Permits & health dept records | Google Drive → Hospitality/Compliance/ | +| Labor law posters (printed set + PDFs) | Drive → Hospitality/Compliance/Posters/ + physically posted in trailer | +| This repo (working docs, drafts) | `businesses/sns-hospitality-group/` | +| Passwords/secrets | Bitwarden | + +--- + +*Maintenance checklist, not legal advice. Confirm deadlines and requirements with the St. Joseph +County Health Department, the Indiana DOL/DWD, your CPA, and an attorney.* diff --git a/businesses/sns-hospitality-group/kiowa-partnership-agreement.html b/businesses/sns-hospitality-group/kiowa-partnership-agreement.html deleted file mode 100644 index 1bd6ea2..0000000 --- a/businesses/sns-hospitality-group/kiowa-partnership-agreement.html +++ /dev/null @@ -1,539 +0,0 @@ - - - - - -Operating Agreement — SnS Hospitality Group LLC - - - - -
    - -
    -

    OPERATING AGREEMENT

    -
    SnS Hospitality Group LLC
    -
    - -
    -
    Entity: SnS Hospitality Group LLC
    -
    EIN: 42-4288652
    -
    Type: Multi-Member LLC (Indiana)
    -
    Parent: SnS Network Solutions Holdings LLC (EIN 42-4099038)
    -
    State filed: Indiana (INBiz, 08/06/2026)
    -
    Effective date: August 6, 2026
    -
    - - -

    1. Formation and Purpose

    -

    This Operating Agreement (the "Agreement") is entered into by the undersigned Members - to govern the operations of SnS Hospitality Group LLC (the "Company"), a limited - liability company organized under the Indiana Business Flexibility Act (Indiana Code - § 23-18).

    -

    The Company is formed to own, operate, and manage mobile and trailer-based food and - beverage ventures across Northwest Indiana and Southern Michigan. The first venture - is "The Daily Pour" — a fleet of drive-through coffee trailers deployed to - high-traffic locations.

    -

    The Members acknowledge that the Company's success depends on both capital - investment (provided by Holdings) and operational excellence, systems development, - compliance management, and growth leadership (provided by Kiowa). This Agreement is - designed to fairly recognize and protect both forms of contribution.

    - - -

    2. Members and Ownership

    - - - - - -
    MemberInterestType
    SnS Network Solutions Holdings LLC ("Holdings")75% minimumCapital + control
    Kiowa Scott ("Kiowa") — serviceUp to 15% (guaranteed, earned over time)Vested through operational work
    Kiowa Scott ("Kiowa") — investmentUp to 10% (proportional to startup capital contributed)Must invest at startup per venture. Formula: (contribution ÷ startup cost) × 100, capped at 10%.
    - -
    - Holdings never drops below 75%. Kiowa's guaranteed path is 15% through service. - An additional up to 10% is earned proportionally by investing working capital at - startup — the more she contributes toward a venture's startup cost, the more - investment equity she earns (capped at 10%). If she doesn't invest, the tranche may - be offered to another investor at Holdings' discretion. -
    - - -

    3. Management

    -

    The Company shall be Member-managed. Holdings (represented by Samuel S. James) - retains sole authority over all day-to-day operational decisions and capital deployment.

    - -

    3.1 Holdings' Authority (Samuel S. James)

    -
      -
    • Capital expenditures and investment decisions
    • -
    • Forming, acquiring, or dissolving ventures
    • -
    • Opening and controlling bank accounts
    • -
    • Approving new locations and expansion timing
    • -
    • Hiring and removing the General Manager
    • -
    - -

    3.2 Kiowa's Role — Operations Director

    -

    Kiowa serves as Operations Director — a strategic and administrative leadership - role. Her responsibilities:

    -
      -
    • Compliance — permits, licenses, health department filings, renewals
    • -
    • Site selection — finding and securing high-traffic lot locations
    • -
    • SOPs — building standard operating procedures and systems for scale
    • -
    • Grant sourcing — identifying, applying for, and securing grants/funding
    • -
    • Growth planning — expansion strategy, new market evaluation
    • -
    • Legal/admin — formation paperwork, regulatory filings, insurance coordination
    • -
    • Recruiting Location Managers — finding the right people to run each trailer
    • -
    - -

    3.3 Location Manager (Per Trailer)

    -

    Each trailer is run by a Location Manager — the lead barista/operator who is - empowered to handle day-to-day operations independently:

    -
      -
    • Opening/closing the trailer
    • -
    • Scheduling and managing their own support staff
    • -
    • Vendor relationships and supply ordering
    • -
    • Customer service and quality control
    • -
    • Hiring part-time support for their location
    • -
    -

    The Location Manager runs their trailer. They are NOT managed by a General Manager — - they report directly to Sam and Kiowa as co-founders.

    - -

    3.4 Shared Founder Responsibility — Escalations

    -

    Sam and Kiowa share responsibility for issues the Location Manager cannot - resolve on their own, including:

    -
      -
    • Equipment failure (generator, espresso machine, refrigeration)
    • -
    • Infrastructure issues (power outage, leaks, internet/network down)
    • -
    • Lease/landlord disputes
    • -
    • Major staffing issues (Location Manager quits, needs to be replaced)
    • -
    • Any situation requiring capital expenditure or legal action
    • -
    -

    Either founder may handle an escalation. Neither founder is solely responsible for - day-to-day store operations — that is the Location Manager's job.

    - -

    3.5 Major Decisions Requiring Mutual Consent

    -

    The following decisions require the written consent of both Members (Holdings - AND Kiowa), regardless of ownership percentage:

    -
      -
    • Selling or merging the Company (or any material portion of its assets)
    • -
    • Dissolving the Company
    • -
    • Issuing new equity that would dilute any Member's vested interest
    • -
    • Amending this Operating Agreement
    • -
    -

    All other business decisions remain under Holdings' authority per §3.1.

    - - -

    4. Equity Vesting — Service Grant (15%)

    -

    Each venture Kiowa participates in earns her equity in the Hospitality Group:

    - - - - - - - - -
    GrantAmountWhen
    Formation grant5%Vests immediately upon venture formation (Articles filed)
    Service grant (Q1)2.5%3 months from Opening Date
    Service grant (Q2)2.5%6 months from Opening Date
    Service grant (Q3)2.5%9 months from Opening Date
    Service grant (Q4)2.5%12 months from Opening Date
    Total15%Fully vested after 12 months of active service
    -
      -
    • Opening Date = first day of revenue-generating operations
    • -
    • Each venture has its own independent vesting schedule
    • -
    • Total cumulative service equity is capped at 15%
    • -
    - - -

    5. Investment Equity (Up to 10%, Proportional)

    -

    For each venture, Kiowa may earn up to an additional 10% Membership Interest by - contributing working capital at startup. The investment equity is proportional to - her contribution relative to the venture's total startup cost:

    - -
    - Formula: Investment Equity % = (Kiowa's capital contribution ÷ total venture startup cost) × 100, capped at 10%. -
    - - - - - - - -
    Venture Startup CostKiowa Invests% of StartupInvestment Equity+ Service (12 mo)Her Total
    $50,000$5,00010%10%15%25%
    $50,000$2,5005%5%15%20%
    $50,000$1,0002%2%15%17%
    $50,000$00%0%15%15%
    - -
      -
    • Timing: Investment must be made at startup (before or at the Opening Date). No retroactive buy-in after operations begin.
    • -
    • Per venture: Each trailer/venture has its own startup cost and its own investment opportunity. Investing in T-00 does not carry over to T-01.
    • -
    • Cap: Investment equity is capped at 10% regardless of how much Kiowa contributes — she cannot buy more than 10% per venture.
    • -
    • Vests immediately: Investment equity vests on the date funds are received by the Company. No time-based vesting.
    • -
    • Holdings minimum preserved: Holdings never drops below 75%.
    • -
    • If Kiowa does not invest: the investment tranche remains available to a third-party investor under the same proportional formula, at Holdings' discretion.
    • -
    - - -

    6. Grant Finder's Fee

    -

    If Kiowa identifies, applies for, and secures a grant (non-repayable funding — - government, foundation, or private grant money) for any venture under the Hospitality - Group:

    -
      -
    • Kiowa receives 7.5% of the total grant amount as a one-time lump sum
    • -
    • Payment is due within 14 days of the grant funds hitting the Company's bank account
    • -
    • This fee is in addition to (not instead of) her equity and distributions
    • -
    • "Grant" means money the Company does not have to repay — loans, lines of credit, and investor capital do not qualify
    • -
    - - -

    7. Departure Buyback (Before 10 Trailers)

    - -
    - If Kiowa departs before all 10 Daily Pour trailers are operational — she is - required to sell her vested interest back to Holdings. The buyback price depends on - how she leaves. -
    - -

    7.1 Tiered Buyback Pricing

    - - - - - - -
    Departure TypeBuyback Price
    Good standing + 90-day transition (helps onboard replacement, documents systems, hands off cleanly)100% of FMV
    Good standing, immediate departure (no transition, but no misconduct)75% of FMV
    Abandonment (no notice, 30+ days unresponsive, no communication)50% of FMV
    For Cause (fraud, theft, intentional misconduct — see §8)$0 — full forfeiture
    -

    FMV definition: Net asset value (total assets − total liabilities) × Kiowa's - vested ownership percentage, as determined by the Company's most recent quarterly books. - If disputed, an independent third-party valuation at shared cost.

    -

    Payment terms: Lump sum within 90 days of the departure date, or a 12-month - installment plan at Holdings' election.

    -

    Unvested portion: Any unvested equity at the time of departure is forfeited - automatically — reverts to Holdings at no cost, regardless of departure type.

    - -

    7.2 Trigger Events

    -
      -
    • Voluntary resignation from operational role
    • -
    • Failure to fulfill responsibilities (per §7.3) after notice and cure period
    • -
    • Removal for cause (see §8 — Forfeiture for Cause)
    • -
    • Mutual written agreement to part ways
    • -
    - -

    7.3 Performance Standards (Outcome-Based)

    -

    Instead of hourly commitments, Kiowa's performance is measured by outcomes:

    -
      -
    • All permits and licenses are current (no lapses)
    • -
    • All operational locations are staffed and open per schedule
    • -
    • Quarterly financial reports delivered within 30 days of quarter-end
    • -
    • Expansion milestones progressing per the agreed growth plan
    • -
    • SOPs documented and maintained for each venture
    • -
    -

    If Kiowa is not meeting these outcomes, the following process applies:

    -
      -
    1. Written notice from Holdings specifying the deficiency
    2. -
    3. 30-day cure period for Kiowa to resolve the issue (where the issue is curable)
    4. -
    5. If not resolved → 30-day mediation (both parties select a neutral mediator)
    6. -
    7. If mediation fails → binding arbitration in St. Joseph County, Indiana
    8. -
    -

    Only after this process is exhausted may Holdings invoke the buyback. No buyback may - be triggered on the basis of a performance issue without completing the notice + cure + - mediation steps above.

    - - -

    8. Forfeiture for Cause

    - -
    - If Kiowa violates any law or is found to have misappropriated any terms of this - Agreement, she forfeits ALL rights — including all vested and unvested equity — in - the Company. -
    - -

    8.1 Triggering Violations (Serious Misconduct Only)

    -

    Forfeiture for Cause is triggered only by intentional, serious misconduct:

    -
      -
    • Fraud or theft — any act of fraud, embezzlement, or theft against the Company, its Members, employees, customers, or vendors
    • -
    • Misuse of company funds — unauthorized withdrawals, personal use of business accounts, falsified expenses, or deliberate diversion of revenue
    • -
    • Misuse of company assets — unauthorized sale or encumbrance of company property, equipment, or intellectual property
    • -
    • Intentional disclosure of private data — deliberate unauthorized sharing of Social Security Numbers, EIN information, financial account details, trade secrets, or any information protected under the NDA
    • -
    • Criminal conduct — conviction of or plea to any felony, or any misdemeanor involving dishonesty or fraud, in connection with her role
    • -
    • Intentional material breach of this Agreement or the NDA
    • -
    -

    What does NOT trigger forfeiture: Performance issues, honest mistakes, - negligence, circumstances outside Kiowa's control, or disagreements between Members. - These are handled through the notice/cure/mediation process in §7.3, potentially - leading to a buyback — not forfeiture.

    - -

    8.2 Consequences of Forfeiture for Cause

    -
      -
    • All equity forfeited — both vested and unvested Membership Interest reverts to Holdings immediately, at no cost to Holdings
    • -
    • Distributions cease — Kiowa receives only distributions already earned and unpaid through the current quarter at the time of forfeiture. No future distributions.
    • -
    • Permanent removal — Kiowa is permanently removed from the Company and all ventures under the Hospitality Group. No reinstatement.
    • -
    • No buyback payment — unlike the §7 departure buyback, forfeiture for cause results in zero compensation for the forfeited equity
    • -
    • Additional remedies preserved — forfeiture does not limit Holdings' right to pursue legal action for damages, injunctive relief, or criminal referral as applicable
    • -
    - -

    8.3 Determination Process

    -

    Holdings shall provide Kiowa written notice of the alleged violation, specifying - the conduct at issue and the evidence supporting the claim. Kiowa has 15 calendar - days to respond in writing. If the parties cannot resolve the matter within 15 days - of Kiowa's response, either party may submit the dispute to binding arbitration - in St. Joseph County, Indiana, under Indiana law. Forfeiture does not take effect until - either (a) Kiowa acknowledges the violation in writing, or (b) an arbitrator rules in - Holdings' favor.

    - - -

    9. After 10 Trailers Are Complete

    - -
    - The mandatory buyback (§7) expires. The fleet is built. The deal is honored. -
    - -

    9.1 If She Keeps Working

    -

    Full equity, full distributions, full management authority. Business as usual.

    - -

    9.2 If She Stops Working

    -
      -
    • Retains all vested equity as a passive member (economic rights only)
    • -
    • Loses management authority — no decisions, no signing power, no operational role
    • -
    • Dilution: Holdings will hire a W-2 operations manager to replace her role. - That salary is a company expense reducing distributable profit. Holdings may also - issue new equity from its 75%+ position to incentivize the replacement, diluting - Kiowa's percentage over time. She accepts this dilution as a consequence of stepping back.
    • -
    • No forced buyback — she keeps what she earned
    • -
    - -

    9.3 Right of First Refusal — Post-Completion Sale

    -

    If Kiowa decides to sell her vested interest after the 10 trailers are complete:

    - - - - - - - - - -
    TermDetail
    Who buys first?Holdings gets first right to purchase
    Price (good standing, all ventures excelling)100% of FMV — Holdings matches fair market value when all businesses are performing and the departure is amicable
    Price (if any venture is declining)85% of FMV — reduced to reflect transition risk when performance is mixed
    Decision window60 days from written notice
    If Holdings passesKiowa may sell to a third party — but the buyer must be approved by Holdings. No sale to any party Holdings does not consent to.
    Third-party price floorKiowa cannot sell to a third party at a price lower than what Holdings was offered
    Partial salesSame terms apply — Holdings' ROFR covers partial sales too
    - - -

    10. Distributions

    -
      -
    • Distributions of available profit are made to Members pro rata in proportion - to their vested Membership Interest
    • -
    • The formation grant (5%) earns distributions from the Formation Date forward
    • -
    • Service tranches earn distributions only once vested — unvested tranches do not participate
    • -
    • Timing and amounts are determined by Holdings, subject to the Company's financial - obligations and applicable law
    • -
    • The Company may not make a distribution that would render it unable to pay its debts as they come due
    • -
    - - -

    11. Capital Contributions

    -
      -
    • Holdings: Provides all capital required for trailer acquisition, buildout, - equipment, and initial operating expenses (~$35,000 per unit). Capital calls are - at Holdings' sole discretion.
    • -
    • Kiowa (service equity): No capital contribution required. Her 15% is - earned through operational work.
    • -
    • Kiowa (investment equity): Up to 10% of the venture's total startup cost, - contributed at startup. Earns proportional investment equity per §5.
    • -
    - - -

    12. Bank Accounts, Books, and Records

    -
      -
    • The Company shall maintain its own bank account(s), separate from Holdings' - accounts, any Member's personal accounts, and any individual venture's accounts
    • -
    • Accurate books and records shall be maintained and made available to all Members
    • -
    • Quarterly financial reports (revenue, expenses, net profit, distributions) shall - be provided to all Members within 30 days of quarter-end
    • -
    - - -

    13. Tax Treatment

    -

    As a multi-member LLC, the Company is treated as a partnership for U.S. federal - income tax purposes. Each Member reports their proportionate share of income/expense on - their individual return via Schedule K-1. The Company will file Form 1065 annually.

    -
      -
    • Kiowa's service equity is intended to qualify as a profits interest - under Rev. Proc. 93-27 / 2001-43 (no taxable income on grant)
    • -
    • Section 83(b) election: Kiowa should file within 30 days of each grant date. - This is a hard IRS deadline with no extensions.
    • -
    • Fiscal year: Calendar year (January 1 – December 31)
    • -
    - - -

    14. Confidentiality

    -

    Kiowa's access to personal information, business data, trade secrets, and proprietary - information is governed by a separate Non-Disclosure Agreement. The NDA applies - regardless of Kiowa's membership status and survives termination of this Agreement. - Violation of the NDA constitutes grounds for Forfeiture for Cause under §8.

    - - -

    15. Amendments

    -

    This Agreement may be amended only by a written instrument signed by all Members. - Amendments are effective on the date stated in the amendment.

    - - -

    16. Dissolution

    -

    The Company shall continue in perpetuity unless dissolved by:

    -
      -
    • The written consent of both Members (per §3.3); or
    • -
    • Operation of Indiana law.
    • -
    -

    Notice: Holdings shall provide Kiowa a minimum of 90 days written notice - before any dissolution. Kiowa continues earning distributions through the notice period.

    -

    Upon dissolution, the Company's assets shall be applied first to creditors (including - any Member, if owed), then distributed to the Members pro rata in proportion to their - vested Membership Interests, after which Articles of Dissolution shall be filed with - the Indiana Secretary of State.

    - - -

    17. Governing Law and Disputes

    -

    This Agreement is governed by the laws of the State of Indiana. Any dispute - arising under this Agreement that cannot be resolved by the Members within 30 days - shall be submitted to binding arbitration in St. Joseph County, Indiana, under Indiana - law.

    - - -

    18. Exit Scenarios — Summary

    - - - - - - - - - - -
    ScenarioOutcome
    Leaves before 10 trailers — good standing + 90-day transitionBuyback at 100% of FMV. Unvested forfeited.
    Leaves before 10 trailers — good standing, no transitionBuyback at 75% of FMV. Unvested forfeited.
    Leaves before 10 trailers — abandonmentBuyback at 50% of FMV. Unvested forfeited.
    Forfeiture for Cause (fraud/theft/intentional misconduct)ALL equity forfeited. $0. Permanent removal.
    Stays through 10 trailers, keeps workingFull equity, full distributions, full authority.
    Stays through 10 trailers, stops workingKeeps equity (passive), loses authority, accepts dilution.
    Stays through 10 trailers, wants to sell (all ventures excelling)Holdings buys at 100% FMV. Must approve any third-party buyer.
    Stays through 10 trailers, wants to sell (any venture declining)Holdings buys at 85% FMV. Must approve any third-party buyer.
    - - -

    19. Definitions

    - - - - - - - - - - -
    TermMeaning
    "Company"SnS Hospitality Group LLC
    "Holdings"SnS Network Solutions Holdings LLC (sole member represented by Samuel S. James)
    "Kiowa"Kiowa Scott
    "Formation Date"Date Articles of Organization filed with Indiana Secretary of State
    "Opening Date"Date the venture begins revenue-generating operations
    "FMV" (Fair Market Value)Net asset value (total assets − total liabilities) × Member's ownership percentage
    "Grant"Non-repayable funding (government, foundation, or private grant). Loans and investor capital do not qualify.
    "For Cause"Any triggering violation listed in §8.1
    - - -
    -

    Execution

    -

    The undersigned, being all of the Members of SnS Hospitality Group LLC, adopt and - agree to this Operating Agreement as of the Effective Date first written above.

    - -

    MEMBER — SnS Network Solutions Holdings LLC (75%+)

    -
    -
    Signature
    -

    Printed name: Samuel S. James

    -

    Title: Sole Member, SnS Network Solutions Holdings LLC

    -
    -
    Date
    - -

    MEMBER — Kiowa Scott (up to 25%)

    -
    -
    Signature
    -

    Printed name: Kiowa Scott

    -
    -
    Date
    -
    - -
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