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HomeMy WebLinkAbout25-164 Resolution No. 25-164 RESOLUTION AUTHORIZING EXECUTION OF A RESTAURANT OPERATING SERVICES AGREEMENT WITH CHIP SHOTS PAYROLL, LLC TO OPERATE FOOD AND BEVERAGE OPERATIONS AT THE WING PARK CLUBHOUSE AND ASSOCIATED FACILITIES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Restaurant Operating Services Agreement on behalf of the City of Elgin with Chip Shots Payroll, LLC,to operate food and beverage operations at the Wing Park Clubhouse and associated facilities,a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: September 24, 2025 Adopted: September 24, 2025 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk RESTAURANT OPERATING SERVICES AGREEMENT THIS RESTAURANT OPERATING SERVICES AGREEMENT (hereinafter referred to as the"Agreement")is made and entered into this 24th day of September ,2025 ("Effective Date"), by and between the City of Elgin, an Illinois municipal corporation (hereinafter referred to as the "City"), and Chip Shots Payroll, LLC, an Illinois limited liability company (hereinafter referred to as"Operator")(the City and the Operator are collectively referred to as the"Parties"), on the terms and conditions and with and subject to the covenants and agreements of the Parties hereinafter set forth. W ITNESSETH: WHEREAS, City owns and operates a golf course and the facilities associated therewith, commonly known as Wing Park Golf Course, 1010 Wing Street, Elgin, Illinois (hereinafter referred to as"Wing Park"or the"Premises"); and WHEREAS,the City has approved the construction of a new clubhouse at Wing Park that will include golf and sports simulators, hitting bays, a whiskey bar, a food truck, and an event space; and WHEREAS, the City desires that Operator develop, operate, and provide management services with respect to the new clubhouse facilities and amenities, in accordance with the terms and conditions of this Agreement;and WHEREAS, Operator desires and is ready, willing,and able to establish and provide such services upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: 1. Retention of Operator Services. 1.1 Hospitality Services. For term of this Agreement, Operator covenants and agrees to provide the following services to the City: develop,operate, manage, and provide services and facilities that will include golf and sports simulators,hitting bays,a whiskey bar,a food truck,and an event space (hereinafter referred to as the "Hospitality Services"), including but not limited to all aspects of the provision of labor service and labor management for the Hospitality Services as further set forth in Section 1.2(hereinafter referred to as the"Labor Services"),at the Premises for the purposes and on the terms and conditions set forth in this Agreement. Operator shall perform the Hospitality Services in accordance with the terms and conditions of this Agreement and as set forth in Operator's Response to Request for Proposal,consisting of eleven(1 1)pages,dated March 28, 2025, attached hereto as Exhibit A and incorporated herein by this reference. Operator agrees to use its best efforts to cause the Hospitality Services to be managed and operated in a first-class manner and in full compliance with all the terms of this Agreement and all applicable laws, regulations and ordinances. The Hospitality Services shall be operated in a manner that is 1 customary and usual for food and beverage operations of comparable class and standing with comparable facilities. 1.2 Labor Services. In providing the Hospitality Services, the Operator will provide sufficient employees and management in a sufficient number to provide the Hospitality Services for the hours reasonably established by the City and at the level of service reasonably required by the City. All such employees and management shall be employees of the Operator, and shall not be considered employees of the City for any purposes. Such Labor Services shall be provided in accordance with the following requirements: A. Recruit, screen, interview and assign its employees ("Assigned Employees") to perform the work required to provide the Hospitality Services at the Premises. B. Pay the Assigned Employees wages and provide them with the benefits that the Operator offers to such employees including, without limitation, withholding and payroll taxes, FICA, unemployment insurance premiums, workers' compensation premiums, pension fund contributions (if any), and other fringe benefits and payroll- related expenses of the Assigned Employees. The Operator shall use an approved payroll processing company and/or a payroll management system to manage all aspects of payroll, including tips, taxes, and compliance with all applicable federal and state laws and regulations. C. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers compensation benefits;and handle unemployment and workers' compensation claims involving the Assigned Employees. D. Establish a policy for and distribute to the Assigned Employees any tips. E. Require Assigned Employees to sign agreements in the form of Exhibit B acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, retirement plans, or any other benefits offered or provided by the City to City employees. F. Pay for and maintain in full force and effect during the term of this Agreement the various policies of insurance required under Section 10 of this Agreement. G. Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime. The Operator will charge the City time and a half for overtime work only when an Assigned Employee's work on a shift to the City would legally require overtime pay and the City has authorized, directed,or allowed the Assigned Employee to work such overtime. Overtime will only be due and owing if required by law and will be paid at the rate of one hundred and fifty percent (150%)of the regular rate for such Assigned Employee. 1.3 Start-Up Services. In addition, Operator shall provide those additional consulting and other services relating to food and beverage planning, operational logistics, staffing, and 2 marketing(the"Start-Up Services") (a description of Start-Up Services is attached as Exhibit C). Such Start-Up Services shall include,without limitation, consulting on the food and drinks menu, equipment, venue and food truck layout, operations, staffing, marketing. The Parties agree and shall utilize their best efforts to have the Chip Shots Whiskey and Simulator Bar open for business on March 1, 2026. 2. Term. 2.1 Effective Date. This Agreement shall be effective and binding as of the Effective Date. 2.2 Term. The initial Term of this Agreement shall commence on the Effective Date, and shall continue in full force and effect until December 31, 2029, (the "Initial Term") unless terminated prior thereto as provided in this Agreement. This Agreement shall be automatically renewed for an additional four-year term, from January 1, 2030, to December 31, 2033 (the "Renewal Term")unless City or Operator notifies the other party of its intention not to renew the Agreement in writing not less than one hundred eighty(180)days before the expiration date of the Initial Term;provided,however,that if the Operator is placed on a Performance Improvement Plan (PIP)during the Initial Term then the Renewal Term shall be for one year(see Subsection 18.1.e). Such Renewal Term shall be upon the same terms and conditions as the Initial Term of the Agreement unless otherwise agreed to in writing by the Parties hereto. Any subsequent terms to this Agreement following the Initial Term and the Renewal Term shall be subject to negotiation and further written agreement between the Parties hereto. 2.3 Operating Year. For the purposes of this Agreement, an "Operating Year" shall mean January 1 of a calendar year up to and including December 31 of the same calendar year, beginning with the 2026 calendar year. 3. Compensation to Operator. 3.1 Start-Up Consulting Fee. As compensation to the Operator for the Start-Up Services,the City shall pay Operator a one-time fee in the total amount of Forty Thousand Dollars ($40,000) (the "Start-Up Consulting Fee"). The Start-Up Consulting Fee shall be made in two equal installments in the amount of Twenty Thousand Dollars ($20,000). The first installment payment in the amount of$20,000 shall be made within fifteen (15)days of the Effective Date of this Agreement. The second and final installment in the amount of$20,000 shall be made to the Operator on December 1, 2025, subject to actual progress with respect to the Start-Up Services and completion of any milestones with respect to the same. 3.2 Annual Management Fee and Payroll Reimbursement. A. Annual Management Fee. As compensation to the Operator for the Hospitality Services, City shall pay Operator the annual lump sum amount of Thirty Thousand Dollars($30,000)(the"Annual Management Fee"). The first Annual Management Fee shall be paid to the Operator on March 1, 2026, and shall be paid annually thereafter on March 1 of each subsequent calendar of the Initial Term,and continuing on March 3 1 of the calendar year during any Renewal Term; provided, however, that if March 1 of any calendar year falls on a Saturday, Sunday, or any City holiday,then the Annual Management Fee shall be made the next business day. B. Payroll Expenses Reimbursement and Labor Administration Fee. i. The City shall reimburse the Operator its qualified payroll expenses for wages and other direct expenses paid by Operator to Assigned Employees under this Agreement (the "Reimbursable Payroll Expenses"). Reimbursable Payroll Expenses shall include payroll expenses for onsite frontline staff. It is understood and agreed that Reimbursable Payroll Expenses shall not include tips received by onsite frontline staff, whether paid in cash or through the point of sale (POS) system. Payroll expenses for providing management of Assigned Employees shall not be subject to reimbursement under this Agreement and shall not be included in the Reimbursable Payroll Expenses; provided, however, that if a member of the management team is required to provide onsite frontline staff duties, those payroll expenses for the member of the management team may be reimbursed at the rate of pay that would be paid for such frontline staff. In such case, the amount of time worked by management performing frontline staff duties must be clearly documented and delineated from any time spent performing management functions or duties. Notwithstanding the foregoing,the salary and payroll expenses for the Chef and Events Manager shall be included in the Reimbursable Payroll Expenses,provided that such individuals are assigned to and perform duties directly related to the onsite operations under this Agreement. ii. In addition, the City shall pay to the Operator the amount of twelve percent(12%) of the total Reimbursable Payroll Expenses an administrative and benefit fee as compensation for the Labor Service (the"Labor Administration Fee"). iii. The Operator will invoice the City the Reimbursable Payroll Expenses for services provided under this Agreement every two(2)weeks. Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. The City will pay the Operator the amount of the Reimbursable Payroll Expenses and the applicable Labor Administration Fee within fifteen(15)days of the City's receipt and approval of an invoice. If a portion of any invoice is disputed, the City will pay the undisputed portion. For the avoidance of doubt,the Labor Administration Fee shall not include in its calculation tips received by onsite frontline staff. iv. Anything in this Agreement to the contrary notwithstanding, the total amount of the Reimbursable Payroll Expenses and Labor Administration Fee to be paid by the City to the Operator in an Operating Year shall in no event exceed the total amount of Three Hundred Thousand Dollars ($300,000) (the "Payroll and Labor Cap"), as adjusted annually beginning in the second Operating Year to reflect a cost-of-living increase of two and one-half percent(2.5%)per year. Such adjustment shall be applied cumulatively each year to the prior year's Payroll and Labor Cap. 4 3.3 Profit Sharing with Operator. Beginning with the 2026 Operating Year and continuing for each Operating Year thereafter, as additional compensation to the Operator under this Agreement,the City shall pay the Operator twenty percent(20%)of the annual profits earned from the Hospitality Services in an Operating Year (the "Operator Profit Share"). The determination of profits shall be based upon earnings before interest, taxes, depreciation, and amortization(EBITDA)(the"Annual Profits"). The amount of Annual Profits shall be calculated based upon the results of the City's independent audit pursuant to Section 6.3 of this Agreement. The City shall pay the Operator the Operator Profit Share within thirty(30)days of the completion of the independent audit. 4. Escrow Account. 4.1 The City shall establish a non-replenishable escrow account in the amount of Twenty-Five Thousand Dollars ($25,000) to be utilized by Operator to provide support for the Operator's initial payroll and operational expenses during the opening phase of the Chip Shots Whiskey and Simulator Bar (the "Escrow Account"). The Operator may utilize the Escrow Account to provide for the payment of payroll and operational expenses as needed to provide for timely payroll processing and continuity of services, or such other similar expenses as may be otherwise approved in advance in writing by the City. The Operator shall be required to repay the full amount of the Escrow Account established under this Section 4.1 to the City at the end of the Initial Term of this Agreement or, if the term of the Agreement is renewed, at the end of any Renewal Term. Any other provision to the contrary in this Agreement notwithstanding, and in addition to any other remedies the City may have, in the event the Operator fails to repay the full amount of the Escrow Account at the end of the Initial Term under this Agreement, the City shall be entitled to withhold from the Operator any amounts that might due to the Operator under this Agreement until the Escrow Account has been repaid. 5. Accounting and Right to Inspect Records. 5.1 Monthly Reports. Beginning with the calendar month following the commencement of the Hospitality Operations at the Premises, and continuing until and including the month immediately following the termination or expiration of this Agreement,on or before the twentieth (20th) calendar day of each calendar month and without prior demand, Operator shall submit to the City a report setting forth the amount and calculation of the Reimbursable Labor Expenses for the preceding calendar month. Such reports shall be in a form acceptable to City, and shall be accompanied by a statement of Operator that, to the best of its knowledge, the information contained in the report is true, accurate, and complete. 5.2 Annual Report. Operator shall also furnish a written report to the City setting forth the amount and calculation of the Reimbursable Labor Expenses for the preceding Operating Year. Such report shall be in a form acceptable to City and shall be accompanied by a statement of Operator that,to the best of its knowledge,the information contained in the report is true,accurate, and complete. An officer of Operator who holds at a minimum the title of Vice-President shall certify the Operator's report. 5 5.3 Records. Operator shall keep full and accurate books and pertinent original and duplicate records showing all of Operator's revenues and expenses from the Hospitality Services. Such records shall be kept in a form consistent with good accounting practices for at least a three (3)year period after the expiration or earlier termination of this Agreement. Operator shall make available such books and records at Wing Park within thirty (30) days of any written request by City. City shall have the right itself or through its representatives at all reasonable times but not more than once per quarter, to audit and otherwise examine and inspect such books and records, including sales tax returns for the State of Illinois. Pertinent original records shall include,but not be limited to, the following: (a) point of sale systems records; (b) cash register tapes, including tapes from temporary registers; (c) serially numbered sales slips; (d) such other sales records that would normally be examined by an independent accountant pursuant to accepted accounting standards in performing an audit of Operator's profits or revenues;(e)employee time records; (f) records of payments made pursuant to this Agreement. 5.4 Independent Audit. In determining the Annual Profits and Operator Profit Share for any Operating Year,the City shall provide for an independent audit to certify that the amounts of Annual Profits and/or Operator Profit Share were accurate and the calculation of such amounts was performed in accordance with generally accepted auditing standards and in accordance with the terms and provisions of this Agreement. 5.5 Operator shall,within thirty(30)days of preparation thereof,provide City with any copies of any financial statements, quarterly, or annual shareholder reports, internal or external audit reports or any other publications of Operator relating to Operator's operation of the Premises. 6. Conduct of Business and Use of Premises by Operator. 6.1 Use and Occupancy. Operator shall have the right,privilege,and obligation to use and occupy the Premises and the food truck in accordance with the provisions of this Agreement, solely for the purposes of developing and providing the Hospitality Services through Chip Shots Whiskey and Simulator Bar and for no other purposes whatsoever. 6.2 Ingress and Egress. Operator or Operator's agents shall have the non-exclusive right of ingress and egress from the Premises and the food truck at all reasonable times. 6.3 Rebranding of Hospitality Services by City. City shall be and is authorized, in its sole discretion,to rebrand the Hospitality Services. Such authority shall include,but not be limited to, renaming the Chip Shots Whiskey and Simulator Bar, designing or redesigning any logos relating to the Hospitality Services, alterations to the physical space of the Premises, capital construction at the Premises, and changes to the decor of the Premises. Any such rebranding activities or efforts shall be at the sole expense of the City, and shall remain the property of the City;provided,however,that Operator shall be authorized to utilize any new name and/or logo for business and marketing purposes consistent with the terms and provisions of this Agreement. 6.4 Access. Operator shall have access to all Wing Park refrigerators, freezers,ovens, coolers, employee spaces, and the food truck as may be reasonably necessary for conducting the Hospitality Services. Operator shall hold City harmless from and against any suits, causes of 6 action, claims for damages,or other liability arising out of or in connection with any injury to any person or property as a result of Operator's use of such refrigerators, freezers, coolers, ovens, employee spaces, and the food truck. All such fixtures and equipment shall remain the property of the City, and shall not be removed from, and shall remain with, the Premises following the expiration or termination of this Agreement. 6.5 Costs and Expenses. All food and beverage related costs, miscellaneous food and beverage operating expenses,equipment replacement, linen service, grease removal service, staff uniforms, office expenditures and marketing costs shall be at City's sole cost and expense. All utilities, electricity service, natural gas service, water and sewer service, telephone service, trash removal service, and general building and facility maintenance shall be at City's sole cost and expense. City shall exercise prudent energy management, in the Director of Golf Operations' sole discretion. General building and facility maintenance does not include the cleaning of the areas of the Premises occupied by the Hospitality Services in general and/or to comply with local health codes, which shall be the responsibility of the Operator through the Labor Services. 6.6 Hours of Service. The City shall establish minimum hours of service for each operational area, including the golf and sports simulators, the hitting bays, the whiskey bar, the food truck,and the event space,based upon business volume and customer service needs. Operator shall be continuously and uninterruptedly open for business and provide all services and sales activities as required by the Agreement at such minimum hours unless prior arrangements are made with and approved in writing by City's Director of Golf Operations or his appointed designee.The City agrees that all minimum hours of service shall be reasonable and shall take into account seasonal demand,staffing availability,and operational feasibility.The City and Operator shall collaborate in good faith to adjust hours as necessary to reflect fluctuations in customer volume and other relevant factors. 7. Operational Standards. 7.1 Adherence to Standards. Operator, its employees, agents, and servants shall at all times observe, obey and adhere to all the standards, rules, regulations and procedures that may from time to time be promulgated by City. Operator shall also submit to City a copy of any customer service, operations or organizational standards, rules, regulations and procedures that may from time to time be reasonably promulgated by Operator, and shall ensure continuous adherence to Operator's own standards in addition to City's standards as set forth herein. Further, Operator, its employees, agents, and servants shall comply with all with all applicable federal, state,city,and other requirements of law,including,but not limited to,any applicable requirements regarding prevailing wages, minimum wage, workplace safety, and legal status of employees. Without limiting the foregoing, Operator hereby certifies, represents and warrants to the City that all Operator's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of the United States. Operator shall also at its expense secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this Agreement. City shall have the right to audit any records in the possession or control of Operator to determine Operator's compliance with the provisions of this paragraph. In the event City proceeds with such an audit,Operator shall make available to City the Operator's relevant records at no cost to City. City's Director of Golf Operations, in his or her sole opinion, 7 shall have the right to determine Operator's compliance with all operational standards, rules, regulations or procedures. 7.2 Care of Premises. Operator shall keep the Premises where the Hospitality Services are provided orderly, neat, safe, and clean. The kitchen, bar, food truck, and all food-related facilities shall be cleaned and disinfected by Operator's staff at such levels as required by applicable codes and as deemed necessary by City's Director of Golf Operations. In addition, Operator shall,on no less than a quarterly basis,provide for the cleaning of the kitchen floors and the tile and hard surface areas of the Premises by a third-party cleaning service. City shall provide basic janitorial services to the common areas of the Premises. 7.3 Testing and Inspection by City. Operator hereby acknowledges and agrees that City may monitor,test or inspect Operator's services at any time through the use of its own direct review and/or the use of third parties and/or by other reasonable means that do not unduly interfere with Operator's business. 7.4 Operator Conduct of Business. Operator shall operate the Hospitality Services so as to maximize the gross sales produced by such operations and shall maintain an adequate staff of employees and maintain in the Premises at all times a stock of merchandise as is reasonably designed to produce the maximum return to City and will tend to assure City a return of the greatest possible amount of Annual Profits. 7.5 Entertainment Systems. No radio,television,antenna,aerial or other similar device shall be installed without first obtaining in each instance City's Director of Golf Operations' written consent. Any radio,television, antenna,aerial or other similar device so installed without such prior written consent shall be subject to removal and/or forfeiture without notice at any time. The cost of said removal shall be borne by Operator. No loudspeakers, televisions,phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside the Premises without the prior written consent of City's Director of Golf Operations. 7.6 Delivery. All loading and unloading of goods and the delivery or shipping of merchandise, supplies, and fixtures to and from the Premises shall be done only at such time, in the areas, and through the routes designated for such purposes by City. Operator shall be responsible for providing the necessary equipment to properly move such goods from one location to another. Operator shall be required to make significant efforts to avoid using the public areas for large quantity deliveries during peak periods. Operator shall ensure that any items being transported within Wing Park are handled with care in a manner that ensures that items are safely packaged within appropriate containers. 7.7 Plumbing Facilities. The plumbing facilities in the Premises shall not be used for any purpose other than that which they are constructed,and no foreign substance of any kind shall be thrown therein,and the expense of any breakage,stoppage,or damage resulting from a violation of this provision, wherever such occurs, shall be borne by Operator. 8 7.8 Method of Payment. Operator shall accept and honor U.S. currency, major companies' travelers-type checks and at least the following three major credit cards: American Express, Visa and MasterCard for any purchase. 7.9 Point of Sale System. The City shall provide a Point of Sale System to be installed and used for the Hospitality Services at the Premises,and shall maintain the Point of Sale System in good working order. All persons handling sales shall promptly recover said sales(cash or credit) in cash registers and/or other electronic or mechanical devices and shall not delay or "gang" register or record such sales. 7.10 Level of Service. Operator shall conduct the Hospitality Services in a first-class manner in accordance with the highest standards. Operator shall conduct the operation to provide prompt and timely service. Operator shall maintain the Premises and conduct the Hospitality Services at all times in a safe, clean, orderly and inviting condition, to the satisfaction of City's Director of Golf Operations. Operator shall not create any nuisance, annoy, or be offensive or disturbing to others. 7.11 Management. All Operator's operations shall be supervised at all times by an active, qualified, competent manager having prior experience in the management of a food and beverage operations of similar quality and scale,or a qualified assistant manager in the manager's absence. The manager or qualified assistant manager shall be available at the Premises during Operator's hours of operation. Said manager shall have full authority to make day-to-day decisions on behalf of Operator with respect to the Hospitality Services and shall be responsible for supervising the Assigned Employees or other personnel employed in the business of Operator, represent Operator in dealings with City, and coordinate all activities with City. Operator shall also designate such manager or qualified assistant manager to attend a weekly golf managers' meeting, as deemed necessary by the City's Director of Golf Operations. Operator and such persons employed or designated by Operator to manage or supervise the Hospitality Services shall report directly to the City's Director of Golf Operations with respect to matters arising under this Agreement. 7.12 Staffing Levels. Operator shall recruit, train, supervise, direct and deploy the number of Assigned Employees necessary to promptly provide services to all customers and to meet all of the requirements of this Agreement. Operator shall be continuously responsible for actively managing personnel levels to ensure that the Hospitality Services are provided at the level of service required by the City. Upon City's Director of Golf Operations' or his or her designee's reasonable request, Operator shall remove any employee, agents, partner, or assign from the Premises and not allow that person to again serve without the written approval of City's Director of Golf Operations or his or her designee. 7.13 Personnel. Operator shall ensure that all personnel utilized in its Premises shall conform to the following: A. All personnel employed by Operator shall be neat, clean and courteous at all times. Operator shall provide and maintain uniforms for all employees. 9 B. Operator shall insure that employees working at Wing Park report to work and remain drug-free during all work hours. C. All Operator employees shall be subject to criminal background checks performed by Illinois State Police at Operator's cost and effort. Operator's hiring of any employee or prospective employee having a criminal record shall be subject to the sole discretion of City's Director of Golf Operations. D. No loud,boisterous or otherwise improper actions or language shall be permitted while on or about Wing Park. E. All personnel shall be attentive to customer needs,display a positive attitude and refrain from discussing personal issues/problems within the sales areas of the Premises. F. All personnel shall know and utilize practices of good customer service, such as the following: (1) assisting customers with purchase decisions; (2) identify product alternatives; (3) possess and display good product knowledge; and (4) utilize appropriate suggestive selling. G. All personnel shall provide warm, friendly, smiling, prompt and courteous service. H. All necessary personnel shall be proficient with and trained in the required operations of all equipment and devices used in the Hospitality Services to facilitate sales (i.e. point of sale devices, credit card transaction equipment, etc.). I. All personnel shall be familiar will all applicable polices of this Agreement,Wing Park. and Operator. J. All personnel engaged in sales activities shall speak and comprehend English at a level appropriate to their duties. K. All personnel shall attend regularly scheduled training classes to be conducted by Operator, which training shall include the areas of customer service, position skills training, and BASSETT training. L. All personnel shall park motor vehicles only in those places designated by City. 7.14 Customer Complaints. Operator shall be required to respond to any complaints about the Hospitality Services in writing within ten(10)days of receipt,with a good faith effort to explain, resolve or rectify the corresponding problem. Operator shall provide City with a copy of any complaint received the same day it is received by Operator and shall provide City with a copy of the written response the same day it is sent. Complaints received by City shall be forwarded to Operator, who shall respond utilizing the above procedure. 7.15 Interference with Systems. Operator shall not do, or permit, anything which may interfere with the effectiveness of utility, heating, ventilating or air-conditioning systems or 10 portions thereof on or adjoining the facilities(including lines,pipes,wires,conduits and equipment connected with or appurtenant thereto)or overload any floor in the Premises. 7.16 Unauthorized Locks. Operator shall not place,or suffer to be placed,any additional lock of any kind upon any window or interior or exterior door in the Premises,or make any change in any existing door or window lock or the mechanism thereof. Operator shall pay City, on demand, the cost for replacement thereof, and the cost of re-keying any such locks. 7.17 Loitering. Operator shall not permit undue loitering on or about the Premises. 8. Maintenance of Premises. 8.1 Operator shall keep and maintain the Premises in connection with the Hospitality Services in a clean,sanitary,and safe condition in accordance with the laws of the State of Illinois and the ordinances of the City, and in accordance with all directions, rules, and regulations of the health officer, fire marshal, building inspector, or other proper officials of the governmental agencies having jurisdiction thereof, and Operator shall comply with all requirements of law, ordinance, and otherwise, affecting the Premises. 8.2 Operator shall ensure that all Assigned Employees or other personnel conform to personal hygiene and product-handling requirements established by the Operator, the City, or applicable laws, rules, regulations and ordinances. 8.3 City and its agents shall have the right to inspect the Premises at any time in its sole discretion to determine whether Operator has complied with and is complying with the terms and conditions of this Agreement. 8.4 Operator shall keep the Premises and all other parts of Wing Park free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Operator,and agrees to bond against or discharge any mechanic's or materialmen's lien within ten (10) days. Operator shall reimburse City for any and all costs and expenses which may be incurred by City by reason of the filing of any such liens and/or the removal of same, such reimbursement to be made within ten (10)days after receipt by Operator from City of a statement setting forth the amount of such costs and expenses. 9. Hazardous Materials. 9.1 Operator covenants and agrees that it shall not receive, use, store, maintain, discharge or operate,whether intentionally or unintentionally, any material or merchandise that is toxic, explosive, highly flammable or classified by law as hazardous, on the Premises or Wing Park in violation of any applicable federal, state,county or local statutes, laws, regulations, rules, ordinances,codes,standards,orders,licenses or permits of any governmental authorities. Operator shall immediately notify City if Operator learns of any noncompliance or of any facts that could give rise to a claim of noncompliance with such laws or rules and regulations promulgated thereunder. Operator shall indemnify, defend, and hold harmless City from and against any and all claims, damages, costs, losses and liabilities arising during or after the term as a result of or 11 arising from:(a)a breach by Operator of its obligations contained in this Paragraph;(b)any release of Hazardous Substance from, in, on or about the Premises or Wing Park caused by any act or omission of Operator, its members, officers, agents, servants,employees and customers or, (c)the existence of any Hazardous Materials within the interior portions of the Premises. The obligations of this paragraph shall survive the expiration or termination of this Agreement. 10. Insurance. 10.1 Insurance During the Term of this Agreement. During the Term of this Agreement, Operator shall pay for and maintain in full force and effect all policies of insurance required hereunder with an insurance company(ies) either (i) admitted by the Illinois Insurance Commissioner to do business in the State of Illinois and rated not less than "A-VW in Best's Insurance Rating Guide; or (ii) authorized by City's Risk Manager. The following policies of insurance are required: A. Commercial General Liability. Commercial general liability insurance which shall include Owners, City and Operator liability, premises liability, contractual, products and completed operations coverage, fire legal liability, bodily injury and property damage liability insurance with combined single limits of not less than $2,000,000 aggregate and not less than $1,000,000 per occurrence. B. Commercial Automobile Liability. Commercial automobile liability insurance endorsed for "any auto" with combined single limits of liability of not less than $1,000,000 per occurrence. C. Property Insurance. An all-risk property insurance policy covering all contents, and Operator's trade fixtures, machinery, equipment, furniture and furnishings in the Premises to the extent of at least ninety percent (90%)of their replacement cost under standard fire and extended coverage insurance, including, without limitation, vandalism and malicious mischief. In the event of loss,the proceeds of any such policy shall promptly be used by Operator for restoration of its improvements,alterations and trade fixtures and the replacement of its personal property. D. Worker's Compensation. As required under Illinois law. In addition, employer's I iability insurance shall be provided with limits of$100,000 per accident,and$100,000 per employee for disease, with a minimum policy limit of$500,000 for disease. 10.2 Proof of Insurance. The above-described policies of insurance shall be endorsed to provide an unrestricted thirty (30) day written notice in favor of City of policy cancellation, change, or reduction of coverage, except for the Workers' Compensation policy which shall provide a ten(10)day written notice of such cancellation,change or reduction of coverage. In the event any policies are due to expire during the term of this Agreement, Operator shall provide a new certificate evidencing renewal of such policy(ies). Upon issuance by the insurer, broker, or agent of a notice of cancellation,change, or reduction in coverage, Operator shall file with City a certified copy of the new or renewal policy and certificates for such policy. 12 10.3 The General Liability and Automobile Liability insurance policies shall be written on an occurrence form and shall name City,its officers,officials,agents,employees and volunteers as an additional insured. Such policies of insurance shall be endorsed so Operator's insurance shall be primary and no contribution shall be required of City. Operator shall furnish City with the certificates and applicable endorsements for all required insurance prior to City's execution of the Agreement. Operator shall furnish City with copies of the actual policies upon the request of City's Fiscal Services Manager at any time during the life of the Agreement or any extension. 10.4 Operator shall not do or permit any act or thing upon the Premises which will invalidate, suspend, or increase the rate of any insurance policy carried by City covering the Premises,or the buildings in which the same are located or Wing Park,or which, in the opinion of City, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. 10.5 Each party hereto shall give to the other prompt and timely written notice of any claim made or suit instituted coming to its knowledge which in any way directly or indirectly, contingently or otherwise,affects or might affect either,and each shall have the right to participate in the defense of the same to the extent of its own interest. 11. Liability and Indemnity. 11.1 To the fullest extent permitted by law, Operator agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, boards and commissions from and against any and all claims,suits,judgments,costs,fines,fees,expenses,penalties,damages,or other relief, including reasonable attorneys' fees,arising out of or resulting from any reckless or negligent acts or omissions of Operator and/or of Operator's officials,officers,employees or agents in connection with the conducting of the Hospitality Operations at the Premises and/or in the performance of this Agreement,except to the extent causes by the City's negligence or intentional wrongdoing. In the event of any action against City, its officials, officers, employees, agents, boards or commissions covered by the foregoing duty to indemnify, defend, and hold harmless, such action shall be defended by legal counsel of City's choosing provided that Operator shall be kept reasonably informed on a regular basis of the defense. The provisions of this section shall survive any termination and/or expiration of this Agreement. 11.2 In no event shall either Operator or the City be liable for any other monetary damages, including, but not limited to, compensatory, consequential, or incidental damages or attorney's fees, arising from or in any way related to any breach or other violation of the terms of this Agreement. 11.3 The provisions of this Section 11 shall survive any termination and/or expiration of this Agreement. 12. Utilities. 13 12.1 City shall be solely responsible for and promptly pay all charges for water, gas, heat,electricity,sewer,voice over Internet phone service,and internet access reasonably necessary for the Hospitality Services. City does not warrant that any of the connections for services and utilities will be free from interruption, but City will take reasonable steps to restore service if interrupted. Interruption of services or utilities shall not be deemed an eviction and shall not excuse performance of any of Operator's obligations under this Agreement,nor shall it render City liable for damages. Operator agrees to utilize prudent energy management to the satisfaction of the Director of Golf Operations. 12.2 Operator shall be responsible for the proper disposal of all refuse and waste materials created by its operations, which shall be promptly disposed of at the end of each day. Waste food shall be kept in closed metal or plastic containers until removed. City shall dispose of all refuse when placed in designated receptacles. Grease disposal shall be the responsibility of the City. Operator shall regularly monitor refuse areas for cleanliness and trash removal. 12.3 Non-interference with utilities. Operator shall do nothing,and shall permit nothing to be done, that may interfere with the utilities at Wing Park, including by way of example and without limitation such water, gas, heat, electricity, sewer, phone and internet service, trash removal and any other utility used upon or furnished to the Premises. Operator's duties under this section include,but are not limited to,preventing grease and oils from entering waste lines,drains, and sewers. 13. Assignment, Delegation and Change of Ownership. 13.1 This Agreement and the rights and privileges contained herein are personal to Operator and Operator agrees that it shall not assign,mortgage,pledge,or transfer this Agreement or any other right, privilege or license conferred by this Agreement, either in whole or in part, or sublet or permit use of any Premises by another,or in any manner encumber the Premises or any part thereof, without obtaining in advance the written consent of City, which may be withheld for any reason whatsoever. It is understood and agreed that City's consent hereunder (and wherever else in this Agreement required, unless specifically provided to the contrary) may be arbitrarily withheld, notwithstanding any statutory or other provisions of law to the contrary. 14. Waste and Nuisance. 14.1 Operator shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of surrounding properties. Operator shall not use or permit to be used any medium that might constitute a nuisance, such as loudspeakers, sound amplifiers, phonographs, radios, televisions, or any other sound-producing device which will carry sound outside the Premises. 15. Damage or Destruction of Premises. 14 15.1 In the event the Premises shall be rendered unoccupiable by fire,explosion or other casualty, the City may, at its sole option, terminate this Agreement or repair the Premises within sixty (60) days. If City does not repair the Premises within said time, or the building on the Premises shall have been wholly destroyed, this Agreement shall cease and determine without further liability between the parties hereto. 16. Compliance with Laws. 16.1 Operator, its officers, agents, servants, employees, contractors, licensees, and any other person over which Operator has the right to exercise control shall comply with all present and future laws, ordinances, orders, directives, codes, rules, regulations, and directives of, or imposed by, the federal, state, and local governmental agencies, including those of City, which may be applicable to Operator's operations at Wing Park, including, but not limited to, any applicable requirements regarding prevailing wages,minimum wages,workplace safety,and legal status of employees. 16.2 Operator agrees to pay, and hereby guarantees payment of all lawful fines and penalties as may be assessed by the City, Federal, State or local agencies against the Operator or its officers, agents, servants, employees, contractors, licensees, or any other person over which Operator has the right to exercise control within the earlier of delinquency or thirty (30)calendar days of written notice of such fines or penalties. 16.3 If applicable, Operator shall provide City with a copy of any health inspection report within twenty-four (24) hours after Operator receives such report. If a health inspection does not result in a report, Operator shall submit a written summary of the nature and findings of such inspection as they were communicated to Operator. 17. Termination by Operator. 17.I In addition to all other remedies otherwise available to Operator at law or in equity, Operator may terminate this Agreement by giving a thirty(30)calendar day written notice to City of its intent to do so, should any one or more of the following events occur, provided however, that any outstanding amounts to be to be paid to by Operator will be paid to Operator on a pro-rata basis,and City shall have no other or further obligation to Operator: A. The breach by City in the performance of any material covenant of this Agreement required to be performed by City and the failure of City to commence to remedy such breach for a period of thirty (30) calendar days after receipt of written notice of such breach by Operator. 18. Termination by City. 18.1 In addition to all other remedies otherwise available to City at law or in equity,City may terminate this Agreement by giving a thirty(30)calendar day written notice of its intent to do so to Operator,should any one or more of the following events occur and Operator fails to remedy or correct such condition or event within said thirty(30)calendar days: 15 A. Operator fails to cooperate with any reasonable inspection of books and records by City and/or fails to maintain its books and records as required hereunder; B. Except as otherwise permitted in this Agreement, a majority of the ownership interest of Operator is transferred, passes to, or devolves upon, by operation of law or otherwise,to any other person,firm or corporation without the written consent of City; C. Except as otherwise permitted in this Agreement, Operator becomes, without the prior written approval of City, a successor or merged corporation in a merger, a constituent corporation in a consolidation, or a corporation in dissolution; D. Operator shall materially breach, default under and/or neglect or fail to perform and observe any material promise,covenant or condition set forth in this Agreement within thirty (30) days after the giving of written notice of such failure by City to Operator, except where fulfillment of such obligation requires activity over a period of time and Operator has commenced to perform whatever may be required to remedy such failure within thirty (30) calendar days after giving of such written notice and continues such performance without interruption; or E. In the event Operator service shall deteriorate to the point which, in the sole opinion of City,materially and adversely affects the operation of service required to be performed by Operator after the giving of written notice of such deterioration by City to Operator, except where fulfillment of such obligation requires activity over a period of time and Operator has commenced to perform whatever may be required to remedy such failure within ten (10) calendar days after giving of such written notice and continues such performance without interruption. In addition,if the City determines that there are any other issues with respect to the provision of the Hospitality Services such that they are falling below any of the standards set forth in this Agreement and/or Exhibit A, the City may in its sole discretion provide the Operator with a 90-day performance improvement plan (PIP). If the Operator does not remedy the failure to comply with the standards of this Agreement or otherwise does not comply with the PIP, the City may terminate this Agreement. In addition, in the event the Operator is placed on a PIP during the Initial Term of this Agreement, the length of the term of any Renewal Term shall only be one (1)year unless otherwise approved in writing by the City. 18.2 In addition to all other remedies otherwise available to City at law or in equity,City may immediately terminate this Agreement upon the occurrence of any one or more of the following: A. Any lien is filed against the Premises arising by or through Operator or because of any act or omission of Operator and such lien is not removed, enjoined, or a bond for satisfaction of such lien is not posted within sixty (60) calendar days after Operator receives notice of the filing thereof; 16 B. Operator permits to continue,for a period of three(3)days after receipt of written notice from an agency having jurisdiction, the existence of unsanitary conditions or practices in or about the Premises unless the unsanitary condition is such as to require replacement, repair, or construction of the Premises, Operator shall have thirty (30) in which to correct, but must begin action on the matter immediately upon receipt of said notice; C. Operator abandons, deserts, vacates or discontinues its operation of the Hospitality Services for a period of twenty-four(24) hours without prior written consent of City, provided however, that this Section 18.2.0 shall not apply to situations caused by circumstances beyond the Operator's control,including,but not limited to,acts of war, acts of God, governmental order or decree, epidemic, pandemic or other health emergency,catastrophic weather conditions and other similar circumstances or natural disasters; or D. A petition is filed by or against Operator for relief under the bankruptcy laws, or Operator shall make an assignment for the benefit of creditors, or if a receiver of any property of Operator be appointed in any action, suit, or proceeding by or against Operator, or if Operator shall admit that it is insolvent,or it is generally not paying its debts as such debts become due, or if the interest of Operator in the premises shall be sold under execution or other legal process; E. Operator is dissolved and not placed back in good standing and reinstated within ten (10)days of Operator's receiving notice of such dissolution. 18.3 Bankruptcy. If City shall not be permitted to terminate this Agreement as hereinabove provided because of the provisions of Title I 1 of the United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then Operator as a debtor-in possession or any trustee for Operator agrees to promptly, within no more than sixty(60)days upon request by City to the Bankruptcy Court,assume or reject this Agreement. In such event, Operator or any trustee for Operator may only assume this Agreement if(a) it cures and provides adequate assurance that the trustee will promptly cure any default hereunder, (b) compensates or provides adequate assurances that the trustee or Operator will promptly compensate City for any actual pecuniary loss to City resulting from Operator's default,and(c)provides adequate assurance of performance during the fully stated term hereof of all of the terms,covenants,and provisions of this Agreement to be performed by Operator. In no event after the assumption of this Agreement shall any then existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set herein. 18.4 Upon the occurrence of an event of default and the failure of the Operator to remedy or cure such event within thirty(30)calendar days after written notice,City shall have the right to terminate the Agreement, City may make its election to terminate known to Operator by delivery of a notice of termination. Such termination shall be immediately effective unless otherwise provided in this Agreement. 17 18.5 Cure of Defaults. Upon default with respect to any provision of this Agreement, the non-defaulting party may choose to allow the defaulting party an opportunity to cure the default, in accordance with the provisions of this paragraph. The non-defaulting party shall provide written notice of the default to such other party, who shall then have thirty (30) days to correct the default, or to commence corrective action in the event that such default cannot be corrected within thirty(30)days,whereby such corrections shall be completed within a reasonable time thereafter. In the event that such default is not cured, the non-defaulting party may then immediately terminate this Agreement without further liability. 18.6 Right of Termination. In addition to any other termination rights provided for in this Agreement,this Agreement may be terminated at the convenience of City,without cause,upon one hundred eighty (180)days written notice to Operator,without further liability. 18.7 Remedies are Cumulative. City's rights, remedies, and benefits provided by this Agreement shall be cumulative, and shall not be exclusive of any other rights, remedies and benefits allowed by law. 19. Nondiscrimination and Sexual Harassment. 19.1 Operator covenants and agrees that no person shall be unlawfully discriminated against in the use and operation of the Premises or in the provision of the Hospitality Services pursuant to this Agreement. 19.2 Nondiscrimination. A. Operator, for itself, its personal representatives, successors in interest, and assigns, as part of the consideration hereof,does hereby covenant and agree that(I)no person, on the grounds of race, color, or national origin shall be excluded from participation, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements and the furnishing of services, no person on the grounds of race, color, creed, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. B. That in the event of breach of any of the above nondiscrimination covenants, City shall have the right to terminate this Agreement as if said Agreement had never been made or issued and no reimbursement shall be made to Operator. C. Operator shall furnish its accommodations and/or services and operate the Hospitality Services on a fair, equal, and nondiscriminatory basis to all users thereof, and it shall charge fair,reasonable,and nondiscriminatory prices for each unit of services provided. 19.3 Sexual Harassment Policy. As a condition of this Agreement, the Operator shall have a written sexual harassment policy that includes, at a minimum,the following information: 18 A. The illegality of sexual harassment; B. The definition of sexual harassment under state law; C. A description of sexual harassment, utilizing examples; D. The vendor's internal complaint process including penalties; E. The legal recourse, investigative and complaint process available through the Illinois Human Rights Commission; F. Directions on how to contact the department and commission; G. Protection against retaliation as provided by section 6-101 of the Human Rights Act. 20. Miscellaneous. 20.1 Nonwaiver of Rights. No failure by either party to insist upon strict compliance of any obligation of the other party under this Agreement or to exercise any right, power or remedy of a breach thereof, irrespective of the length of time for which such failure continues (except in cases where this Agreement expressly limits the time for exercising rights or remedies arising out of a breach), shall constitute a waiver of such breach or of that party's right to demand strict compliance with such term,covenant or condition or operate as a surrender of this Agreement. No waiver of breach by City or Operator of any of the terms, covenants, and conditions hereof to be performed,kept,and observed by the other party shall be construed as,or shall operate as,a waiver of any subsequent breach of any of the terms, covenants, or conditions herein contained, to be performed, kept, and observed by the other parties, and the consent or approval by City to or of any act by Operator requiring City's consent or approval shall not be deemed a waiver of City's consent or approval to or of any subsequent similar act by Operator. No breach of a covenant, term, condition, or provision of this Agreement shall be deemed to have been waived by City, unless such waiver (i) is in writing signed by City, (ii) identifies the breach, and (iii) expressly states that it is a waiver of the identified breach. 20.2 Notice. Any notice,demand,request,consent,approval,or other instrument which may be or is required to be given under this Agreement shall be sent by overnight courier or United States certified mail return receipt requested, postage prepaid, and shall be addressed to the addresses and persons set forth hereunder: To City: To Operator: City Manager Chip Shots Payroll, LLC City of Elgin 39W 149 Plank Road 150 Dexter Court Elgin, Illinois 60124 Elgin, IL 60120-5555 19 With a copy to: With copy to: Corporation Counsel Goldberg Segalla City of Elgin 665 Main Street 150 Dexter Court Buffalo,NY 14203 Elgin, IL 60120-5555 Attn: Laura Colca, Esq. 20.3 Captions. The headings of the several articles and paragraphs of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 20.4 Severability. The terms of this Agreement shall be severable. If any provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be void, invalid or otherwise unenforceable for any reason,the remainder of this Agreement shall not be affected thereby and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law,and the remaining provisions of this Agreement shall be interpreted so as to nearly as possible conform to the intent of the parties as indicated in this Agreement. 20.5 Waiver of Claims. Operator hereby waives any claim against City and its directors, officers, agents, or employees for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Agreement or any part thereof, or by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the same or any part thereof from being carried out. 20.6 Right to Develop Wing Park. It is covenanted and agreed that City reserves the right to further develop or improve Wing Park and the Premises regardless of the desires or views of Operator and without interference or hindrance. 20.7 Incorporation of Exhibits. All exhibits, documents and instruments referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement. It is specifically agreed that any or all Exhibits may be modified and substituted in accordance with the provisions of this Agreement without formal amendment hereto. 20.8 Incorporation of Required Provisions. The parties incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency. 20.9 Relationship of Parties. Nothing contained herein shall be deemed or construed by City or Operator, or by any other parties, as creating the relationship of employer and employee, principal and agent, partners,joint venturers, or any other similar such relationship, between the parties hereto. City and Operator shall understand and agree that no provision contained herein, nor any acts of City and Operator creates a relationship other than the relationship of Operator as permitted of City. No manager, chef, staff member, employee or any other individual associated with Operator shall be deemed or construed as an employee of City. Operator shall have no right 20 or authority, express or implied,to commit or otherwise obligate City in any manner whatsoever except to the extent specifically provided for in this Agreement. 20.10 Non-liability of Agents or Employees. No director,officer, agent, or employee of City or Operator shall be charged personally or held contractually liable by or to the other party under the provisions of this Agreement or because of any breach thereof or because of its or their execution or attempted execution. 20.11 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, where permitted by this Agreement. 20.12 Time of Essence. Time is expressed to be of the essence in this Agreement. 20.13 Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, unless the context otherwise requires. 20.14 Force Majeure. Neither City nor Operator shall be liable to the other for any failure, delay or interruption in the performance of any of the terms, covenants or conditions of this Agreement due to causes beyond the control of that party or persons or entities for whose acts or omissions that party is responsible under this Agreement or applicable law, including, without limitation,strikes,boycotts, labor disputes,embargoes,acts of God,acts of the public enemy,acts of superior governmental authority, pandemic, epidemic, weather conditions, floods, riots, rebellion, sabotage or any other circumstance for which such party is not responsible or which is not in its own power to control, provided that, should said cause(s) continue for a period beyond six (6) months, such shall be a grounds for termination by either party in the manner provided in this Agreement. 20.15 Representative of City. The Elgin City Manager, or his/her representative,shall be designated as the official representative of City in all matters pertaining to this Agreement. To the extent expressly authorized by City Council, the Elgin City Manager, or his/her representative, shall have the right and authority to act on behalf of City with respect to all action required of City in this Agreement. 20.16 Governing Law and Venue. This Agreement is governed by the laws of the State of Illinois. Any disputes relating to this Agreement or the interpretation thereof must be resolved in accordance with the laws of Illinois. Operator and City agree that any legal or equitable action for claims, debts, or obligations arising out of or to enforce the terms of this Agreement shall be brought by Operator or City in the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois and that such court shall have personal jurisdiction over the parties and venue of the action shall be appropriate in each such court. 20.17 Writing Required. This Agreement may not be amended or otherwise modified in any way whatsoever, except in writing approved by City Council and signed by the parties authorized agents. 21 20.18 Rights Cumulative. Each right of the parties hereto is cumulative and in addition to each of the other legal rights that a party may have in law or equity. 20.19 Sub-agreements. Operator hereby assures that it shall include all of the terms, conditions, covenants and other obligations contained herein in any and all agreements and contracts or sub-agreements and subcontracts entered into by it under which Operator grants a right or privilege to any person, firm, or corporation to render accommodations and/or services within or for the Premises. Operator shall require that any document so entered into is subordinate in all terms to this Agreement. Operator hereby also assures that it shall similarly cause the same to be included in any further subcontracts or sub-agreements permitted hereunder. The voluntary or other surrender of this Agreement by Operator or a mutual termination hereof,or a termination by City, or an automatic termination, or termination by a court of competent jurisdiction, or any other termination hereof shall not work a merger,and shall, at the option of City,terminate any or all existing sub-agreements or subcontracts,or may,at the option of City,operate as an assignment to City of any or all such sub-agreements or subcontracts 20.20 Inspection of Records. Operator shall provide all information and reports and shall permit reasonable access to and audit of its books, record, accounts and other sources of information and its facilities as may be determined by City to be pertinent to ascertain compliance with this Agreement for the term of this Agreement and three(3)years thereafter. Said inspections shall not occur more than one time per quarter. Where any information required of Operator is in the exclusive possession of another who fails or refuses to furnish this information,Operator shall so certify to City and shall set forth what efforts it has made to obtain the information. This paragraph shall survive termination of the Agreement. 20.21 Precedence of Document. In the event of any conflict between this Agreement and any exhibit or attachment hereto,the terms and conditions of the Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties provided for within the Agreement shall be null and void. 20.22 Recording. Operator shall not record this Agreement without the consent of City, which may be withheld for any reason whatsoever, in City's absolute discretion. 20.23 No Encumbrance to Title. Operator shall not do any act which shall in any way encumber the title of City in and to the Premises or the improvements, nor shall the interest or estate of City in the Premises or the improvements be in any way subject to any claim by way of lien,mortgage or encumbrance,whether by operation of law or by virtue of any express or implied contract by Operator. 20.24 Estoppel. The parties agree that they shall rely solely upon the terms of this Agreement to govern their relationship. They further agree that reliance upon any representation, act, or omission outside the terms of this Agreement shall be deemed unreasonable, and shall not establish any rights or obligations on the part of either party. 22 21. Entire Agreement. 21.1 This Agreement and the Exhibits attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions, and understandings between City and Operator concerning the Premises;that there are no covenants,promises, agreements,conditions, or understandings, either oral or written, between them other than are herein set forth; and that no claim or liability shall arise for any representations or promises not expressly stated in this Agreement. Any other writing or parol agreement with the other party being expressly waived. No alteration, amendment, change, or addition to this Agreement shall be binding upon City or Operator unless reduced to writing and signed by the party to be charged. IN WITNESS WHEREOF, City and Operator have signed this Agreement as of the day and year first above written. CHIP SHOTS PAYROLL, LLC CITY OF ELGIN By: a2z i z 9/22/2025 gy: G Richard G. Kozal, City Manager Name: Breanne Moreno 9/22/2025 Attest: Its: Owner Kimberly Dewis Ci lerk 23 EXHIBIT A PLANK ROAD TAP ROOM, LLC RESPONSE TO RFP 25-020, DATED MARCH 28, 2025 (11 PAGES) (TO BE INSERTED) (-P TAP ROOM FOR A RESTAURANT OPERATOR TO PARTNER WITH THE CURRENT GOLF OPERATIONS TO PROVIDE LABOR SERVICES TO MANAGE A • NEWLY CONCERTED WHISKY AND SIMULATOR BAR AT THE NEW CLUBHOUSE AT WING PARK GOLF COURSE. THIS PROPOSAL INCLUDES OPERATING THE CITY OWNED FOOD TRUCK TO SUPPORT THIS HOSPITALITY ENVIRONMENT. : - BREANNE MORENO / PLANK ROAD TAP ROOM 39W149 PLANK ROAD / ELGIN, IL 60124 847.997.7093 / BREANNE@PLANKROADTAPROOM.COM • PLANK ROAD • TAP ROOM PROPOSAL SUBMISSION DATE MARCH 28, 2025 WHY SHOULD THE CITY SELECT PLANK ROAD TAP ROOM AS A BUSINESS PARTNER FOR THE GOLF AND (PP1:90.041(19:6) WHISKEY BAR CONCEPT? Plank Road Tap Room is a seasoned and innovative business with over 10 years of experience in creating dynamic customer experiences.We have successfully built /;1(eR".00M a reputation in Elgin for providing high-quality drinks, and outdoor entertainment TAP R We believe our expertise makes us the ideal partner for the Golf and Whiskey Bar concept at Wing Park Our ability to pivot and adapt quickly, especially during the challenges of the CHIP SHOTS pandemic,demonstrates our resilience and operational flexibility. Our extensive WHISKEY AND experience with managing outdoor spaces,offering unique activities like SIMULATOR BAR snowshoeing and beer/wine pairings,and efficiently running food truck schedules WING PARK GOLF COURSE 1000 WING STREET positions us to execute this concept seamlessly Our small but highly functional ELGIN IL 60123 space at Plank Road Tap Room (just 600 sqft) has taught us how to maximize space while maintaining operational efficiency.We will apply this same approach at Wing Park,ensuring both customer satisfaction and optimal use of the space BUSINESS PORTFOLIO Plank Road Tap Room has been serving the Elgin community for over 10 years, offering a mix of food,drinks,and unique outdoor experiences While we do not operate a traditional kitchen,we have significant experience with food trucks ensuring smooth operations, coordinating scheduling, and maintaining high service standards This expertise allows us to partner effectively with food truck vendors, delivering a seamless experience that enhances our guests' time at our facility Our proven ability to work with food trucks,combined with our knowledge of efficiently operating in smaller spaces.will give us an edge in creating a versatile and well-run space at Wing Park 2014 - Present (10+ years) 7 employees Current and in good standing with Kane County (enclosed) Current and in good standing In good standing with Kane County PLANK ROAD TAP ROOM HIGHLIGHTS: • Positive reviews for craft beverage selection,cleanliness, knowledge and events • 4 7 Google Rating • Built a robust local following and maintained profitability through strategic operational decisions and notable partnerships AWARDS INCLUDE: • Featured in Beer Lover's Chicago: Best Breweries, Brewpubs, and Beer Bars by Karl Klockars • Daily Herald's Reader's Choice Pcpcur,tcl • Best Beer Garden 2019, 2020& 2021, 2022, 2023, 2024 • Top Pick Best Outdoor Eatery 2021, 2022, 2023, 2024 • Top Pick Best Outdoor Site 2022, 2023, 2024 • Top Pick Best Neighborhood Place 2022, 2023 M • Top Pick Best Wine Bar 2024 tAP R OO • Restaurant Guru • Best Pub& Bar 2020, 2021, 2022, 2023,2024. 2025 • Best Outdoor Seating 2025 CHIP SHOTS • Past Notable Partnerships/Events Include: WHISKEY AND • Adler Planetarium (Scopes in the City) SIMULATOR BAR • Lagunita's (Special Event to fight childhood cancer) WING PARK GOLF COURSE 1000 WING STREET • Stephanie Izard of Girl & the Goat (created meals during COVID for pick ELGIN IL 60123 up at PRTR) • Planter's Peanuts w/special visit from Mr. Peanut and the Nutmobile (Mr IPA-Nut beer Release Party) • Udina Wine Mixer &Wines in the Pines • Sausage Social w/ Dachshund Races • Annual Oktoberfestivities in the Beer Garden MANAGEMENT ALAN MORENO • Over 10 years experience in the bar industry • Certified Beer Server through the Cicerone® program • Certified Cicerone® • WSET - Level 1 Award in Wines • Argentina Wine Specialist • Boards/Committees: • Elgin Country Club Membership Committee BREANNE MORENO • Over 10 years experience in the bar industry • Over 20 years experience in Advertising& Marketing • Worked for Elgin Area Convention &Visitors Bureau as the Marketing Manager for 2 years • Spent several years as a Producer and Project Manager for large ad firms such as Leo Burnett and a Publicis Group Studio earning numerous notable awards Most recently launching several social media campaigns for Beam Suntory Whiskey Brands. • Boards/Committees: • Elgin Public Museum 2019-2020 • Elgin Country Club Membership Committee ACTIVE BUSINESS UNITS OF SIMILAR NATURE TPC10.04:1?1 At Plank Road Tap Room,we have successfully integrated food trucks into our operations, by offering a curated experience that combines craft beverages, outdoor dining,with a rotating selection of food trucks This model has allowed us to provide variety and convenience while keeping operational costs in check O )400 With years of experience managing large outdoor spaces,we are well-versed in the TAP challenges seasonal weather can bring. From weather-dependent foot traffic to fluctuating demand,we've developed strategies to adapt and continue delivering a R EU 5`r I.O top-notch experience year-round.Whether it's through seasonal events or adjusting PROPOSAL: the atmosphere to fit the weather,we know how to create memorable experiences CHIP SHOTS no matter the season WHISKEY AND SIMULATOR BAR OUR APPROACH TO FOOD TRUCKS INCLUDES: WING PARK GOLF COURSE 1000 WINS SI PEE I • Clear Communication and Scheduling: We ensure efficient coordination ELGIN IL 60123 with our food truck partners, aligning menu offerings with customer demand and seasonal trends. • Streamlined Ordering Process: Customers can easily place food and drink orders, either through mobile ordering or direct service, ensuring quick and efficient service. • Seasonal Menu Offerings: Food truck menus are updated seasonally, providing fresh, relevant options that reflect the flavors of each time of year We work closely with our food truck partners to suggest pairing options to our guests This model will be directly applied to the Golf and Whiskey Bar concept, where we can leverage outdoor space and a food truck to offer variety, convenience, and quality.We plan to enhance this further with weather-appropriate activities like snowshoeing, ice curling,and fireside events, ensuring both the outdoor and indoor space remains appealing and engaging throughout the year COMPETITIVE ADVANTAGE Our key competitive advantage comes from our experience in efficiently operating in smaller spaces and our ability to manage food trucks to complement our offerings. The smaller floorplan at Wing Park is something we are well accustomed to,as our Tap Room is just 600 sqft This experience allows us to maximize every inch of the space,ensuring smooth service and a dynamic experience while still incorporating our outdoor space Our ability to create an easy and accessible bar service alongside food truck operations provides a unique,streamlined experience where customers can enjoy their drinks and food in a casual,yet high-quality atmosphere Having worked with food truck partners already,we are familiar with the logistics, timing,and workflow of food truck operations to implement at Wing Park. EXPERIENCE WITH THE CITY OF ELGIN Breanne and Alan are passionate, lifelong residents of the Elgin area,with over 10 (Ptird14: 1) years of hands-on experience shaping its vibrant business landscape.Their deep local knowledge and expertise make them invaluable assets to the community. Breanne's two-year tenure as the Marketing Manager for the Elgin Area Convention and Business Bureau allowed her to gain a unique, in-depth understanding of the ?AP R0°M area's tastes, needs, and expectations Both Breanne and Alan have called the Wing Park neighborhood home,giving them a personal connection to the area. For the past 18 years,they have proudly lived in Bowes Creek Country Club, solidifying their strong roots and dedication to the Elgin area CHIP SHOTS Through their work in Elgin, they have built strong relationships with local WHISKEY AND SIMULATOR BAR leaders, businesses,and community members. With this deep-rooted presence WING PARK GOLF COURSE and understanding of the local landscape,they are excited about the opportunity 1000 WING STREET to partner with the City to enhance the Wing Park area Their local knowledge, ELGIN IL 60123 commitment, and long-standing connections make them trusted partners who know how to create a positive, lasting impact on the neighborhood. CUSTOMER SERVICE PHILOSOPHY At Plank Road Tap Room,we prioritize creating exceptional customer experiences,and this is reflected in every aspect of our operations Our team is trained to deliver personalized service that goes beyond expectations,ensuring guests feel welcome and valued EXAMPLES OF OUR CUSTOMER SERVICE APPROACH INCLUDE: • Personalized Recommendations: Our team will always be ready to suggest the perfect whiskey, beer,or wine tailored to each customer's individual preferences • Seamless Service: We'll ensure that whether guests are ordering from the bar, the food truck,or the golf simulator area, they experience minimal wait times and maximum satisfaction. • Exclusive Service for Golf Simulators: For those using the golf simulator rooms,we offer a dedicated server, providing an upscale, personalized experience for these exclusive bookings By incorporating these elements,we guarantee a top-tier level of service that will have customers returning to the Golf and Whiskey Bar time and time again MARKETING STATEMENT Our marketing strategy will focus on attracting both local residents and visitors to the Golf and Whiskey Bar by highlighting the unique combination of whiskey offerings, innovative golf simulators,and food truck dining. We will target our marketing efforts through: • Social Media Campaigns and SEO: We will maintain regular updates across lnstagram, Facebook, Linkedln and TikTok to showcase our whiskey selections, food truck offerings,special events,and unique experiences. To further drive engagement,we'll leverage User-Generated Content (UGC) and collaborate with local influencers to amplify awareness and generate buzz around the space In addition,we will work closely with the City of Elgin to create a visually 00M dynamic website that highlights both the Golf and Whiskey Bar and Wing TAP R Park Golf Course.The website will be designed with SEO optimization in mind,ensuring it ranks highly in search results and effectively captures traffic from both locals and visitors By creating a seamless online experience with engaging content,we aim to attract a wider audience and enhance our digital footprint,ultimately driving more foot traffic and increasing brand visibility. CHIP SHOTS . Partnerships with Local Businesses: We will collaborate with Elgin-based WI IISK[Y AND p g SIMULATOR BAR businesses to cross-promote and create mutual marketing opportunities WING PARK GOLF COURSE that benefit the community These partnerships will enhance visibility and 1000 WING SIREEI generate local buzz around the Golf and Whiskey Bar ELGIN. IL 60123 • Seasonal Promotions and Events: We will host a variety of exciting events, including whiskey tastings,ticketed pairings and dinners, live music,outdoor activities like curling and snowshoeing,and unique experiences like oyster shucking classes and yoga events. These seasonal promotions are designed to encourage frequent visits,foster community engagement.and provide something special for everyone to enjoy throughout the year • Weekly Emails via Toast POS System: By utilizing the Toast POS system, we will send out weekly email newsletters that highlight upcoming events, seasonal offerings, and special promotions.These emails will keep our customers informed about the latest happenings and encourage repeat visits. The POS system captures detailed customer data, including visit frequency and spending habits.allowing us to track customer engagement and spending patterns directly from the emails The system also provides valuable analytics, helping us measure the success of our campaigns and make data-driven decisions to improve future marketing efforts This approach ensures that we remain connected with our patrons while driving engagement and loyalty. • Collaboration with the Local Visitors Bureau: We will work closely with the Elgin Visitors Bureau to promote the Golf and Whiskey Bar to both residents and tourists. By partnering with the bureau,we can leverage their marketing channels and tap into existing visitor traffic, promoting the bar's unique offerings as a must-visit destination for those both inside and outside the area. TONE & PERSONALITY OF CONTENT: Warm, Inviting, Timelessly Cool, & Approachable with a Touch of Sophistication. Chip Shots Whiskey& Golf Bar embodies the spirit of the classic game of golf while adding a modern, relaxed vibe with great whiskey,conversation, and camaraderie It's casual yet refined,welcoming golfers,whiskey enthusiasts,and friends for an experience that feels like coming home,whether you just sank a putt or are sipping your favorite dram. This comprehensive marketing strategy is designed to build excitement,foster word- of-mouth,and create a steady flow of customers to the Wing Park area. By combining digital marketing efforts with local partnerships,we aim to establish the Golf and Whiskey Bar as a central hub for both the Elgin community and visitors alike. TIPPING PROCESS We are committed to ensuring fair compensation for our team members. For the Golf and Whiskey Bar concept,we will implement a tip pool system,where tips are equitably distributed among eligible employees.This model helps create a team-oriented environment and ensures that everyone is compensated fairly for their efforts 0OM Additionally,our wages will comply with legal minimums,and we will not reduce employees' TAP R pay below the required thresholds Our goal is to maintain a fair and transparent tipping process, ensuring all employees are treated with respect and appreciation CHIP SHOTS STAFFING AND PAYROLL MANAGEMENT WHISKEY AND SIMULATOR BAR For optimal customer service and efficient operations,we will implement a staffing WING PARK GOLF COURSE model that balances both personalized service and streamlined processes 1000 WING STREET ELGIN. IL 60123 GOLF SIMULATOR ROOMS: To provide an exclusive and elevated experience for guests using the golf simulator rooms,we suggest hiring a dedicated server for the 3 bays.This staff member will offer personalized service,ensuring that guests have a seamless and high-end experience while enjoying the simulators The dedicated server will be responsible for guiding customers through the experience, assisting with food and drink orders,and providing general service support This level of attention will differentiate us from other venues and provide a memorable experience for guests seeking more personalized service. BAR SERVICE: For quicker and more efficient service,we recommend bar service for guests who are seated at the bar or in other general areas of the facility. Guests will place drink orders directly at the bar,allowing for faster turnaround times and reducing the need for additional floor staff This setup minimizes confusion and allows our staff to manage their responsibilities effectively while providing excellent service. FOOD TRUCK ORDERS: To keep overhead costs at a minimum and reduce the complexity of service,all food orders will be placed directly at the food truck. This arrangement streamlines operations and ensures that our kitchen staff can focus on food preparation while maintaining efficient service for customers Guests will place their orders at the truck,where staff will prepare and serve the food,ensuring a seamless and straightforward process. FRONT-OF-HOUSE STAFFING: • 1 full time bartender • We have acquired an individual with several years of golf course bar/ restaurant experience • 4-6 servers/bartenders on a rotating schedule FOOD TRUCK/KITCHEN STAFFING: • 1 full time chef • The chef,who has years of experience managing golf course kitchens, food trucks,and pop-ups, has committed to this project if selected • 2-3 part time line cooks on a rotating schedule MANAGEMENT: • General Manager (onsite 5-7 days to oversee operations and events) • Beverage Director (will be available on site for distributor,staff meetings and guided pairings and ticketed events) STAFFING SCHEDULE TBrkpgritA Estimated schedule and payroll below is an example based on operating hours of 11am - 9pm daily Salaried staff schedules are flexible and will change pending meeting dates with golf operations,distributors and private event planning (1.Ralm ) Day Full Time Part Time Servers Servers Head Line General Beverage Total TAP ROAM Bartender Bartender (Weekdays) (Weekends) Chef Cooks Manager Director Hours M OH- 2bartenders lserver OFF 2cooks OFF OFF 23hrs. REQUEST FOk (12 hrs) (S hrs) (12hrs) PROPOSAL: T 8 hrs. 1 bartender 1 server 6 hrs 1 cook 5 hrs. 5 Firs 41 hrs (6 hrs) (5 hrs) (6 hrs.) CHIP SHOTS WHISKEY AND W OFF 2 bartenders lserver OFF 2cooks OFF OFF 27hrs. SIMULATOR BAR i (12 hrs) (5 hrs.) (10hrs.) WING PARK GOLF COURSE TH 8 hrs 1 bartender 1 server 6 hrs 1 cook 5 hrs 5 hrs 41 hrs. 1000 WING STREET (6hrs) (5hrs) (6hrs.) ELGIN, IL 60123 F ! 8 hrs 2 bartender 2 servers 6 hrs. 2 cooks 8 hrs 8 hrs 64 hrs (12hrs.) (12hrs) (10 hrs) SA 8 hrs 2 bartender 2 servers 6 hrs 2 cooks 8 hrs 8 hrs 64 hrs (12hrs) (12hrs) (10hrs.) SU 8 hrs. 1 bartender 2 servers 6 hrs. 2 cooks 6 hrs 6 hrs 54 hrs (6 hrs.) (12 hrs.) (10 hrs.) Total 40 hrs 66 hrs. 20 hrs 36 hrs 30 hrs 64 hrs 32 hrs 32 hrs PAYROLL MANAGEMENT The payroll structure will be designed to ensure efficiency and cost-effectiveness while maintaining a high level of service.We will track labor costs closely to align with projected sales and demand,especially during peak hours and special events.The flexibility of the food truck and bar service models will also help reduce labor costs when traffic is lower,and can be adjusted based on the seasonality of the business. We will utilize the point-of-sale system to monitor sales,track employee performance, and manage scheduling This will allow us to optimize labor during busy times and adjust staffing levels during quieter periods, ensuring both customer satisfaction and cost control. Total Weekly Payroll Cost Estimate Position Weekly Salary General Manager $1,730 77 Beverage Director $1,153 85 FT Bartender $961 54 Head Chef $961 54 Part-Time Bartender $858 Servers $728 Line Cooks $1,02400 REVENUE ESTIMATE (PI:Pg1C)L6C1 Based on our experience working with food trucks and the integration of a whiskey bar with a fully equipped prep kitchen in the clubhouse,we've developed a comprehensive financial outlook for the first three years of operation.This includes seasonal offerings designed to maximize revenue,especially during off-peak periods Below is a detailed estimate of revenue growth,supported by conservative TAp R°°M assumptions and based on our understanding of the market and business model We project the following revenue figures for the first three years of operation, RE Qt1 `i I-U taking into account the ramp-up phase, increased brand awareness,customer loyalty, PROPOSAL: and the unique combination of a whiskey bar,food truck, and full prep kitchen in CHIP SHOTS the clubhouse.Additionally,we plan to incorporate ticketed pairings,dinners, and WHISKEY AND SIMULATOR BAR seasonal activities and classes to boost traffic year-round WING PARK GOLF COURSE 1000 WING SI REET YEAR 1: $500,000 ELGIN IL 60123 . Reasoning: This estimate reflects the initial ramp-up period,focused on building brand awareness and attracting golf course patrons The food truck will provide flexibility,while the kitchen and whiskey bar in the clubhouse will allow us to offer an elevated experience Early revenues will come from regular operations, paired with whiskey-focused events like tastings and social gatherings We expect moderate growth as we refine our offerings and develop a loyal customer base. YEAR 2: 5625,000 • Reasoning: In Year 2,we expect growth driven by customer retention, increased foot traffic,and the integration of seasonal events.The whiskey bar will become a major draw, and our ticketed events (e.g.,whiskey pairings, special dinners) will contribute to higher revenue We will also begin to introduce unique seasonal offerings,such as snow yoga, ice curling,and snowshoeing,which will engage the local community and attract both golf and non-golf customers during the colder months The combination of regular business and special events will increase overall revenues YEAR 3: $800,000 • Reasoning: By Year 3,we anticipate a stable and fully optimized operation The whiskey bar,food truck,and clubhouse kitchen will be well-established, and our event-driven revenue will grow significantly.Ticketed pairings,seasonal dinners, and activities like snow yoga and snowshoeing will keep customers engaged during the off-peak months These unique offerings will create opportunities for premium pricing and help attract new audiences.Additionally, private events,golf-related functions, and group bookings will contribute to consistent revenue growth. FEASIBILITY OF PROJECTIONS These revenue projections are based on conservative assumptions and reflect achievable goals under typical operating conditions. Our approach takes into account several key factors that will drive revenue growth: 1. Whiskey Bar and Alcohol Sales:The whiskey bar is expected to provide a significant revenue boost,especially considering the high margins associated with alcohol sales. By offering a variety of premium whiskey options and pairing them with food,we will cater to both golfers and non-golfers Evening events,tastings, and private gatherings will further increase average spend per customer 2. Full Kitchen and Event Catering:The clubhouse kitchen provides an opportunity to offer a full menu and premium food offerings that pair well with whiskey,which is ideal for ticketed events such as whiskey pairings and specialty dinners.This will allow us to target a higher-spending audience for private functions,golf-related events, and social gatherings 3. Location and Foot Traffic: Located on a 9-hole golf course,the business will benefit from a steady flow of customers,including golfers and their guests,as well ql(gRa."‹.0)A0 as visitors and residents who come to enjoy the clubhouse and seasonal activities. TAP These offerings will help ensure a consistent customer base year-round,even during the off-season I4 E QU E S i 4. Customer Growth and Loyalty: By offering a unique experience combining pp O p O S is L: premium whiskey, high-quality food,and engaging seasonal activities,we expect CHIP SHOTS to build a loyal customer base that returns frequently Our focus on community WHISKEY AND engagement through seasonal events will help us attract a broader audience, SIMULATOR BAR increasing overall foot traffic and engagement WING PARK GOLF COURSE 5. Seasonality and Downtime: Seasonal events like ice curling,snowshoeing,and 1000 WING S1 PEE i snow yoga will allow us to mitigate the typical slowdown during winter months. ELGIN, II. 60123 These activities, paired with ticketed dinners and seasonal offerings,will keep the business active during off-peak seasons,especially when golf traffic is lower The versatility of the food truck combined with the clubhouse kitchen ensures we can offer a full experience year-round. We are confident that the projected financial outlook for the first three years of operation is not only realistic but also achievable with a strategic focus on brand- building, customer loyalty,and leveraging both high-margin alcohol sales and seasonal offerings The combination of a flexible food truck, prep kitchen in the clubhouse,whiskey bar,and seasonal activities such as beer yoga and snowshoeing offers a unique value proposition that will keep customers engaged and drive revenue year-round. These projections are based on a steady growth trajectory and take into account conservative estimates for customer acquisition, event-driven revenue,and operational costs We are committed to monitoring performance closely and adjusting our strategy as needed to ensure sustainable growth. PERFORMANCE ABILITY Plank Road Tap Room has demonstrated its ability to successfully manage unique and efficient operations,especially in spaces like our current 600 sqft Tap Room, with a large outdoor beer garden Our experience with food trucks,small-space management,and seasonal programming ensures that we are prepared to make the Golf and Whiskey Bar concept a resounding success We are confident that our combination of operational efficiency,food and drink variety, and commitment to high-quality customer service will help make this project a standout success in the Wing Park area. We are confident that we can bring the necessary expertise,passion,and community focus to this project,ensuring its long-term success and positive impact on the Elgin community This proposal reflects our commitment to delivering a top-tier experience and showcases our ability to effectively execute the Golf and Whiskey Bar concept in Elgin. We look forward to the opportunity to collaborate with the City of Elgin and make this project a resounding success! T)1\.41111111111;111D(.11;1111111:16elbei gAl li°r°1}1 BREANNE MORENO / PLANK ROAD TAP ROOM 39W149 PLANK ROAD / ELGIN, IL 60124 847.997.7093 / BREANNE@PLANKROADTAPROOM.COM --(EO> • PLANK ROAD • TAP ROOM PROPOSAL SUBMISSION DATE. MARCH 28, 2025 EXHIBIT B WAIVER FOR ASSIGNED EMPLOYEES Agreement and Waiver In consideration of my assignment to the City of Elgin (the "City") by Chip Shots Payroll, LLC (the "Operator"), I agree that I am solely an employee of the Operator for benefits plan purposes and that I am eligible only for such benefits as the Operator may offer to me as its employee. I further understand and agree that I am not eligible for or entitled to participate in or make any claim upon any benefit plan, policy, or practice offered by the City, its parents, affiliates, subsidiaries, or successors to any of their direct employees, regardless of the length of my assignment to the City by the Operator and regardless of whether I am held to be a common-law employee of the City for any purpose; and therefore, with full knowledge and understanding, I hereby expressly waive any claim or right that I may have, now or in the future,to such benefits and agree not to make any claim for such benefits. EMPLOYEE WITNESS Signature Signature Printed Name Printed Name Date Date EXHIBIT C DESCRIPTION OF START-UP SERVICES (TO BE INSERTED) Start Up Services for Wing Park The following are general topics to prepare for the startup of the Chips Shots Whiskey and Simulator Bar at the new clubhouse at Wing Park. This is not an inclusive list as the development of the business is fluid in nature. Generally, the following items will be reviewed and managed by the City Director of Golf in partnership with the Restaurant services agreement. 1. Clubhouse kitchen equipment review 2. Food Truck kitchen review 3. Coordinate business marketing set-up including brand identification and social media marketing. 4. Develop labor plan 5. Menu Development 6. Food Truck and Bar Operating procedures 7. Merchandising and Buying plan 8. Hiring staff 9. Refer equipment purchases to buy start up supplies 10. Food Purchase cost analysis and pricing strategy 11. Food vendor set up 12. Develop unique paper supplies and coordinate with branding 13. Develop event management plan including whiskey tasting events 14. Setup beverage purchases,whiskey selections,beer selections and strategy for sales of the same. 15. Prepare facility for opening in April,2026.