WQ0042511_Application (FTSE)_20210511

Transmittal
From:
RECEIVED/NCDE©/DWL ITTLE
DIVERSIFIED ARCHITECTURAL CONSULTING
MAY 1 1 2021
WQROS
Mr7f1RPsvu LP REGIONAL OFFICE
Little Diversified Architectural Consulting
615 South College Street, Suite 1600
Charlotte, NC 28202
Date: 05/11/2021
Project No: 112-14117-00
To:
NC DWR — Water Quality Section
301 E Center Road
Mooresville, NC 28115
Attention:
Bill Love
Plans Reviewer
RE:
Unity Classical
Charter School
We are sending you:
C Shop Drawings
❑ Copy of Letter
® Attached
❑ Prints
❑ Change Order
(1 Under Separate Cover
via _ the following items
❑ Samples
C Specifications
Other
Copies
Date
Description
Action Req'd
1
$480.00 Review Fee
1
Cover Letter
1
Signed Application
1
USGS Soils Map & Aerial Map
1
Flow Acceptance Letter
1 EA
Operational Agreements
These are transmitted as checked below:
For Approval
® For Your Use
C As Requested
❑ For Review & Comment
❑ For Bids Due
Remarks:
❑ Reviewed
n Rejected
❑ Furnished as Corrected
C Not Marked
❑ Revise & Resubmit
❑ Submit Copies for Distribution
and Return Corrected Prints
❑ Prints Returned after Loan to Us
Kindly find the application for a private pump station for a new Charter School in Charlotte, NC.
Contact our office if you have any questions or need any additional information.
Copy to:
If enclosures are not as noted, please notify us.
Signed:
Printed Name: Mark S. Van Sickle
Email: [e-mail]
Little Diversified Architectural Consulting j 615 South College Street, Suite 1600, Charlotte, NC 28202 704.525.6350
LETTER OF TRANSMITTAL 1

May 3, 2021
NC DWR
Mooresville Regional Office - Water Quality Section
301 E Center Street
Mooresville, NC 28115
LITTLE
DIVERSIFIED ARCHITECTURAL CONSULTING
DECEIVED/NCDEO/DWR
MAY 11 2021
WOROS
MOORESVILLE REGIONAL OFFICE
Reference: Unity Classical Charter School — Private Sanitary Sewer Pump Station FTA 10-14
Unity Classical Charter School will ultimately have as many as 1,539 Student. Phase One will have up to
598 students and is scheduled to open Fall of 2021. The private pump station is sized for the maximum
capacity based on the 1,539-student population and includes staff in the flow calculations. The system will
consist of limited on -site gravity conveyance from the building to the pump station location. The 6" force
main will be 1,306 feet in length from the pump station to a receiving gravity sewer connection of roughly
100' under NC 160. The encroachment agreement for this connection has been filed for by Charlotte -Water
as this gravity system will be theirs to install and maintain.
Please contact our office if there are any questions or additional information needed.
Sincerely,
Jeff Roman, PE
Little Diversified Architectural Consulting
Little Diversified Architectural Consulting 615 South College Street, Suite 1600, Charlotte, NC 28202 ; 704.525.6350
LETTER

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on of Water Resources
State of North Carolina
Department of Environmental Quality
Division of Water Resources
15A NCAC 02T .0300 — FAST TRACK SEWER SYSTEM EXTENSION APPLICATION
FTA 04-16 & SUPPORTING DOCUMENTATION
RF(:FIVED/NCDE©/DWR
Application Number: Qoo/P51 1 (to be completed by DWR)
All items must be completed or the application will be returned
I. APPLICANT INFORMATION:
MAY 11 2021
WQROS
MOORESVILLE REGIONAL OFFICE
1. Applicant's name: GRHH Performance Steele Creek LLC & Performanace Charter School Steele Creek LLC (company,
municipality, HOA, utility, etc.)
2. Applicant type: ❑ Individual Corporation ❑ General Partnership ❑ Privately -Owned Public Utility
❑ Federal ❑ State/County ❑ Municipal ❑ Other
3. Signature authority's name: Brian Huffaker, President of GRH Management LLC per 15A NCAC 02T .0106(b)
Title: Manager
4. Applicant's mailing address: 855 W. Broad Streeet Suite 300
City: Boise State: ID Zip: 83702-
5. Applicant's contact information:
Phone number: [phone] Email Address: bhuffaker(a,hcollc.com
II. PROJECT INFORMATION:
1. Project name: Unity Classical Charter School
2. Application/Project status: ® Proposed (New Permit)
If a modification, provide the existing permit number: WQ00
❑ Existing Permit/Project
and issued date:
If new construction but part of a master plan, provide the existing permit number: WQ00
3. County where project is located: Mecklenburg
4. Approximate Coordinates (Decimal Degrees): Latitude: 80.9912° Longitude: -35.0961°
5. Parcel ID (if applicable): 219-071-01
(or Parcel ID to closest downstream sewer)
III. CONSULTANT INFORMATION:
1. Professional Engineer: Jeff Roman License Number: 039988
Firm: Little Diversified Architectural Consulting
Mailing address: 315 S. College Street, Suite 1600
City: Charlotte State: NC Zip: 28202-
Phone number: [phone] Email Address: jeffroman@,littleonline.com
IV. WASTEWATER TREATMENT FACILITY (WWTF) INFORMATION:
1. Facility Name: McAlpine Permit Number: NC0024970
Owner Name: Charlotte Water (Charlotte Mecklenburg Utility Department)
V. RECEIVING DOWNSTREAM SEWER INFORMATION (if different than WWTF):
1. Permit Number(s): WQ
Downstream (Receiving) Sewer Size: inch
System Wide Collection System Permit Number(s) (it'applicable): WQCS
Owner Name(s):
FORM: FTA 04-16 Page 1 of 5

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THE COMPLETED APPLICATION PACKAGE INCLDING ALL SUPPORTING INFORMATION AND
MATERIALS, SHOULD BE SENT TO THE APPROPRIATE REGIONAL OFFICE:
REGIONAL OFFICE
ADDRESS
COUNTIES SERVED
Asheville Regional Office
2090 US Highway 70
Swannanoa, North Carolina 28778
[phone]
[phone] Fax
Avery, Buncombe, Burke, Caldwell, Cherokee,
Clay, Graham, Haywood, Henderson, Jackson,
Macon, Madison, McDowell, Mitchell, Polk,
Rutherford, Swain, Transylvania, Yancey
Water Quality Section
Fayetteville Regional Office
225 Green Street Suite 714
Fayetteville, North Carolina 28301-5094
[phone]
[phone] Fax
Anson, Bladen, Cumberland, Harnett, Hoke,
Montgomery, Moore, Robeson, Richmond,
Sampson, Scotland
Water Quality Section
Mooresville Regional Office
610 E. Center Avenue
Mooresville, North Carolina 28115
[phone]
[phone] Fax
Alexander, Cabarrus, Catawba, Cleveland,
Gaston, Iredell, Lincoln, Mecklenburg, Rowan,
Stanly, Union
Water Quality Section
Raleigh Regional Office
1628 Mail Service Center
Raleigh, North Carolina 27699-1628
[phone]
[phone] Fax
Chatham, Durham, Edgecombe, Franklin,
Granville, Halifax, Johnston, Lee, Nash,
Northampton, Orange, Person, Vance, Wake,
Warren, Wilson
Water Quality Section
Washington Regional Office
943 Washington Square Mall
Washington, North Carolina 27889
[phone]
[phone] Fax
Beaufort, Bertie, Camden, Chowan, Craven,
Currituck, Dare, Gates, Greene, Hertford, Hyde,
Jones, Lenoir, Martin, Pamlico, Pasquotank,
Perquimans, Pitt, Tyrrell, Washington, Wayne
Water Quality Section
Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, North Carolina 28405
[phone]
[phone] Fax
Brunswick, Carteret, Columbus, Dublin, New
Hanover, Onslow, Pender
Water Quality Section
Winston-Salem Regional Office
450 W. Hanes Mill Road
Suite 300
Winston-Salem, North Carolina 27105
[phone]
Alamance, Alleghany, Ashe, Caswell, Davidson,
Davie, Forsyth, Guilford, Rockingham, Randolph,
Stokes, Surry, Watauga, Wilkes, Yadkin
Water Quality Section
INSTRUCTIONS FOR FORM: FTA 04-16 & SUPPORTING DOCUMENTATION Page 3 of 3

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VI. GENERAL REQUIREMENTS
1. If the Applicant is a Privately -Owned Public Utility, has a Certificate of Public Convenience and Necessity been attached?
❑ Yes ❑No ®N/A
2. If the Applicant is a Developer of lots to be sold, has a Developer's Operational Agreement (FORM: DEV) been attached?
❑ Yes ❑No ®N/A
3. If the Applicant is a Nome/Property Owners' Association, has an Operational Agreement (FORM: HOA) been attached?
❑ Yes ❑No ®N/A
4. Origin of wastewater: (check all that apply):
❑ Residential Owned ❑ Retail (stores, centers, malls)
❑ Residential Leased ❑ Retail with food preparation/service
® School / preschool / day care ❑ Medical / dental / veterinary facilities
❑ Food and drink facilities ❑ Church
❑ Businesses / offices / factories ❑ Nursing Home
❑ Car Wash
❑ Hotel and/or Motels
❑ Swimming Pool /Clubhouse
❑ Swimming Pool/Filter Backwash
❑ Other (Explain in Attachment)
5. Nature of wastewater : 100 % Domestic/Commercial % Commercial
% Industrial (See 15A NCAC 02T .0103(20))
>Is there a Pretreatment Program in effect? ❑ Yes ❑ No
6. Has a flow reduction been approved under 15A NCAC 02T .01 14(1)? ❑ Yes ® No
➢ If yes, provide a copy of flow reduction approval letter
7. Summarize wastewater generated by project:
Establishment Type (see 02T.0114(1))
Daily Design Flow a,b
No. of Units
Flow
gal/
GPD
gal/
GPD
gal/
GPD
gal/
GPD
gal/
GPD
gal/
GPD
Total
GPD
a See 15A NCAC 02T .0114(b), (d), (e)( 1) and (e)(2) for caveats to wastewater design flow rates (i e , minimum flow per
dwelling; proposed unknown non-residential development uses; public access facilities located near high public use areas;
and residential property located south or east of the Atlantic Intracoastal Waterway to be used as vacation rentals as defined
in G.S. 42A-4).
b Per 15A NCAC 02T .0114(c), design flow rates for establishments not identified [in table 15A NCAC 021..01 14] shall be
determined using available flow data, water using fixtures, occupancy or operation patterns, and other measured data.
8. Wastewater generated by project: 4,500 GPD (per 15A NCAC 02T .0114)
➢ Do not include future flows or previously permitted allocations
If permitted flow is zero, indicate why:
❑ Pump Station or Gravity Sewer where flow will be permitted in subsequent permits that connect to this line
❑ Flow has already been allocated in Permit Number:
❑ Rehabilitation or replacement of existing sewer with no new flow expected
❑ Other (Explain):
FORM: FTA 04-16
Page 2 of 5

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VII. GRAVITY SEWER DESIGN CRITERIA (If Applicable) - 02T .0305 & MDC (Gravity Sewers):
1. Summarize gravity sewer to be permitted:
Size (inches)
Length (feet)
Material
8"
100
DIP
➢ Section II & III of the MDC for Permitting of Gravity Sewers contains information related to design criteria
➢ Section III contains information related to minimum slopes for gravity sewer(s)
➢ Oversizing lines to meet minimum slope requirement is not allowed and a violation of the MDC
VIIL PUMP STATION DESIGN CRITERIA (If Applicable) — 02T .0305 & MDC (Pump Stations/Force IN
COMPLETE FOR EACH PUMP STATION INCLUDED IN THIS PROJECT
1. Pump station number or name: One
2. Approximate Coordinates (Decimal Degrees): Latitude: 80.9912° Longitude: -35.0961°
3. Design flow of the pump station: 0.043 millions gallons per day (firm capacity)
4. Operational point(s) of the pump(s): 300 gallons per minute at 50 feet total dynamic head (TDH)
5. Summarize the force main to be permitted (for this Pump Station):
Size (inches)
Length (feet)
Material
6"
1306
PVC
6. Power reliability in accordance with 15A NCAC 02T .0305(h)(1):
❑ Standby power source or pump with automatic activation and telemetry - 15A NCAC 02T .0305(h)(1)(B)_
➢ Required for all pump stations with an average daily flow greater than or equal to 15,000 gallons per day
➢ Must be permanent to facility
Or if the pump station has an average daily flow less than 15,000 gallons per day:
Portable power source with manual activation, quick -connection receptacle and telemetry - 15A NCAC 02T
.0305(h)(1)(C)
or
❑ Portable pumping unit with plugged emergency pump connection and telemetry - 15A NCAC 02T .0305(h)(1)(C):
➢ It shall be demonstrated to the Division that the portable source is owned or contracted by the applicant (draft agreement)
and is compatible with the station.
➢ If the portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump stations' storage
capacities and the rotation schedule of the portable power source or pump, including travel tirneframes, shall be provided
in the case of a multiple station power outage.
FORM: FTA 04-16 Page 3 of 5

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IX. SETBACKS & SEPARATIONS — (02B .0200 & 15A NCAC 02T .0305(f)):
1. Does the project comply with all separations found in 15A NCAC 02T .0305(f) & (g)
> 15A NCAC 02T.0305(f) contains minimum separations that shall be provided for sewer systems:
ElYes I]No
Setback Parameter*
Separation Required
Storm sewers and other utilities not listed below (vertical)
24 inches
Water mains (vertical -water over sewer including in benched trenches)
18 inches
Water mains (horizontal)
10 feet
Reclaimed water lines (vertical - reclaimed over sewer)
18 inches
Reclaimed water lines (horizontal - reclaimed over sewer)
2 feet
**Any private or public water supply source, including any wells, WS-I waters of Class I or
Class II impounded reservoirs used as a source of drinking water
100 feet
**Waters classified WS (except WS-I or WS-V), B, SA, ORW, HQW, or SB from normal
high water (or tide elevation) and wetlands (see item IX.2)
50 feet
**Any other stream, lake, impoundment, or ground water lowering and surface drainage
ditches
10 feet
Any building foundation
5 feet
Any basement
10 feet
Top slope of embankment or cuts of 2 feet or more vertical height
10 feet
Drainage systems and interceptor drains
5 feet
Any swimming pools
10 feet
Final earth grade (vertical)
36 inches
➢ 15A NCAC 02T.0305(g) contains alternatives where separations in 02T.0305(t) cannot be achieved.
➢ **Stream classifications can be identified using the Division's NC Surface Water Classifications webpage
➢ If noncompliance with 02T.0305(t) or (g), see Section X of this application
2. Does the project comply with separation requirements for wetlands? (50 feet of separation) ® Yes ❑ No ❑ N/A
> See the Division's draft separation requirements for situations where separation cannot be meet
➢ No variance is required if the alternative design criteria specified is utilized in design and construction
➢ As built documents should reference the location of areas effected
3. Does the project comply with setbacks found in the river basin rules per 15A NCAC 02B .0200? ® Yes ❑ No ❑ N/A
➢ This would include Trout Buffered Streams per 15A NCAC 2B.0202
4. Does the project require coverage/authorization under a 404 Nationwide or
individual permits or 401 Water Quality Certifications?
> Information can be obtained from the 401 & Buller Permitting Branch
❑ Yes ® No
5. Does project comply with 15A NCAC 02T.0105(c)(6) (additional permits/certifications)? ® Yes ❑ No
Per 15A NCAC 02T.0105(c)(6), directly related environmental permits or certification applications are being prepared, have
been applied for, or have been obtained. Issuance of this permit is contingent on issuance of dependent permits (erosion and
sedimentation control plans, stormwater management plans, etc.).
6. Does this project include any sewer collection lines that are deemed "high -priority?"
Per 15A NCAC 02T.0402, "high -priority sewer" means "any aerial sewer, sewer contacting surface waters, siphon, or sewer
positioned parallel to streambanks that is subject to erosion that undermines or deteriorates the sewer.
❑ Yes ® No ❑ N/A
➢ If yes, include an attachment with details for each line, including type (aerial line, size, material, and location).
High priority lines shall be inspected by the permittee or its representative at least once every six -months and inspections
documented per 15A NCAC 02T.0403(a)(5) or the permitee's individual System -Wide Collection permit.
FORM: FTA 04-16 Page 4 of 5

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X. CERTIFICATIONS:
1. Does the submitted system comply with 15A NCAC 02T, the Minimum Design Criteria for the Permitting of Pump Stations
and Force Mains (latest version), and the Gravity Sewer Minimum Design Criteria (latest version) as applicable?
® Yes ❑ No
If No, complete and submit the Variance/Alternative Design Request application (VADC 10-14) and supporting documents for
review. Approval of the request is required prior to submittal of the Fast Track Application and supporting documents.
2. Professional Engineer's Certification:
Jeffrey M. Roman, PE
I,
(Professional Engineer's name from Application Item III.1.)
attest that this application for
has been reviewed by me and is accurate, complete and consistent with the information supplied in the plans, specifications,
engineering calculations, and all other supporting documentation to the best of my knowledge. I further attest that to the best
of my knowledge the proposed design has been prepared in accordance with the applicable regulations, Gravity Sewer
Minimum Design Criteria for Gravity Sewers (latest version), and the Minimum Design Criteria for the Fast -Track Permitting
of Pump Stations and Force Mains (latest version). Although other professionals may have developed certain portions of this
submittal package, inclusion of these materials under my signature and seal signifies that I have reviewed this material and
have judged it to be consistent with the proposed design.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000, as well as civil penalties up to $25,000 per violation.
North Carolina Professional Engineer's seal, signature, and date:
3. Applicant's Certification per 15A NCAC 02T .0106(b):
I, Brian Huffaker, President of GRH Management LLC, Manager
(Signature Authority's name & title from Application Item I.3.)
attest that this application for
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that if all required parts of
this application are not completed and that if all required supporting documentation and attachments are not included, this
application package is subject to being returned as incomplete. I understand that any discharge of wastewater from this non -
discharge system to surface waters or the land will result in an immediate enforcement action that may include civil penalties,
injunctive relief, and/or criminal prosecution. I will make no claim against the Division of Water Resources should a condition
of this permit be violated. I also understand that if all required parts of this application package are not completed and that if
all required supporting information and attachments are not included, this application package will be returned to me as
incomplete.
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000 as well as civil penalties up to $25,000 per violation.
DocuSigned by:
Signature:
u1SrLbABtu II- 4//...
Date:
5/10/2021 110:09 AM PDT
FORM: FTA 04-16
Page 5 of 5

Hydrologic Soil Group —Mecklenburg County, North Carolina
(Unity Charter School)
35° 5' 52" N
35° 5' 2T N
500540
503540
500630
500630
530720
500720
500810
500810
500930
500900
Map Scale: 1:3,740 if printed on A portrait (8.5" x 11") sheet.
________---_,Meters
0 50 100 200 300
Feet
0 150 300 600 900
Map projection: Web Mercator Comer coordinates: WGS84 Edge tics: UTM Zone 17N WGS84
5ooeso
501000
3
35° 5' 52" N
35° 5'2T'N
USDA Natural Resources
Conservation Service
Web Soil Survey
National Cooperative Soil Survey
8/17/2020
Page 1 of 4

UNITY CLASSICAL CHARTER SCHOOL
PRIVATE PUMP STATION
LOCATION MAP

CHARLOTTE
WLTER
December 2, 2020
Mr. Mark S. Van Sickle
Little Diversified Architectural Consulting
615 College Street
Suite 1600
Charlotte, NC 28202
SUBJECT: WATER AND SEWER FLOW ACCEPTANCE
UNITY CLASSICAL CHARTER SCHOOL
14701 STEELE CREEK ROAD, CHARLOTTE, NC 28262
CLTWATER TRACKING# 20205994
After analysis of the sanitary sewer associated with the proposed project, 20205994, UNITY
CLASSICAL CHARTER SCHOOL, it was determined that there is sufficient capacity to
accommodate the proposed sewer flow of 23,085 gallons per day (1,539 students x 15 gpd/student)
at the connection point(s) indicated on the submitted utility plan for transmission to the McAlpine
Creek Wastewater Treatment Plant; NPDES permit number NC0024970, for treatment. This
acceptance of flow is based upon the existing capacity of the designated publicly owned treatments
works.
Charlotte Water (CLTWater) agrees to furnish water to the subject project. The water quality to the
subject project is regulated by the State Drinking Water Act Amendments of 1986 and The Water
Supply Management Plan, PWS ID # 0160010 on file with the Public Water Supply Section of
NCDEQ. However, CLTWater cannot guarantee a constant pressure or quality of flow.
The applicant should understand that due to the involvement of other agencies and continuing
growth of the water and sewer system, the ability to provide service for future projects cannot be
guaranteed nor reserved. Connection to the CLTWater and sewer system is accepted on a first
come, first served basis.
The applicant should understand that this letter is not authorization to construct or extend private
water or sewer systems, as the appropriate local or State permits are required prior to construction.
If the appropriate authorization to construct permits are not obtained and construction has not
started within two (2) years of issuance of this flow acceptance, and payment for any service
connections have not been received within two (2) years of issuance of this flow acceptance letter,
this flow acceptance approval shall be rescinded and a new flow acceptance request must be made.
If you have any questions, please do not hesitate to contact me at [phone].
Sincerely,
Gt.t.i,U.t.4-mo- Amzo-Lod
Guillermo Anzola
Engineering Assistant
Charlotte Water 5100 Brookshire Blvd, Charlotte, NC 28216 charlottewater.org
�dh
Operated by the City of Charlotte

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OPERATING AGREEMENT
GRHH PERFORMANCE STEELE CREEK LLC
This Operating Agreement ("Agreement") is effective as of July 15, 2020, by GRHH
PERFORMANCE STEELE CREEK LLC.
1. FORMATION
1.1 Name. The name of the limited liability company shall be GRHH
PERFORMANCE STEELE CREEK LLC.
1.2 Certificate of Organization. A Certificate of Organization in the above
name has been filed with the Idaho Secretary of State.
1.3 Term. Unless sooner dissolved as provided in this Agreement, the term
for which the Company is to exist commences on the date the Certificate of Organization is filed,
and continues perpetually except as otherwise provided herein.
1.4 Names and Addresses of Members. The names and addresses of the initial
Members of the Company are:
GRH Holdings LLC 855 West Broad Street, Ste. 300
Boise, Idaho 83709-7154
1.5 Principal Office. The principal office of the Company shall be located at
855 West Broad Street, Suite 100, Boise, ID 83702-7154, or such other location as the Members
may designate. The Members may relocate the principal office or establish additional offices
from time to time.
1.6 Registered Office and Registered Agent. The Company's registered office
shall be located at 855 W. Broad Street, Suite 300, Boise, ID 83702, and the name of its initial
registered agent at such address shall be Hawkins Registered Agent LLC. The Members may
relocate the registered office and rename its registered agent from time to time.
1.7 Business Purpose. The purpose of the Company shall be to engage in any
lawful business.
2. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the definitions set forth
in this Section. Unless the context clearly indicates otherwise, where appropriate the singular
shall include the plural and the masculine shall include the feminine or neuter, and vice versa, to
the extent necessary to give the terms defined in this Section or the terms otherwise used in this
Agreement their proper meanings.
OPERATING AGREEMENT - Page 1

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2.1 "Act": The Idaho Uniform Limited Liability Company Act as set forth in
Chapter 6, Title 30, Idaho Code.
2.2 "Adjusted Deficit": With respect to any Member, the deficit balance, if
any, in such Member's capital account as of the end of the relevant Fiscal Year, after giving
effect to the following adjustments:
(a) The capital account shall be increased by any amounts which such
Member is obligated to restore pursuant to any provision of this Agreement or is deemed
to be obligated to restore pursuant to the next to the last sentences of Reg. §§ 1.704-
2(g)(1) and 1.704-2(i)(5); and
(b) The capital account shall be decreased by items described in Reg.
§ 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
2.3 "Affiliate": With respect to any person or entity, a corporation, company
or other entity controlled by, controlling or under common control with such person or entity.
For purposes of this Section, the term "control" means the ownership of more than 50% of the
voting interests or beneficial interests by any person.
2.4 "Capital Contribution": The amount of cash and the agreed value of
property contributed to the capital of the Company by the Members, as set forth in Section 7.1,
and any additional contributions made subsequently to the initial Capital Contributions.
2.5 "Capital Transaction Proceeds":
(a) The net proceeds from the sale or other disposition of any
Company property, other than such proceeds from a sale or other disposition occurring in
connection with (i) the liquidation and termination of the Company, (ii) the transfer of all
or substantially all of the Company's assets, (iii) the transfer of any stock in trade of the
Company, or (iv) the transfer of any other Company assets in the ordinary course of the
Company's trade or business.
(b) The net proceeds from refinancing any Company property after
repayment of the refinanced obligation and payment of all other Company obligations.
(c) The net proceeds from the (i) condemnation of any Company
property, (ii) grant of an easement, license, right-of-way or other property right relating to
Company property, and (iii) an insurance settlement or other settlement attributable to
fire or other casualty relating to Company property (after provision for repairs and
improvements to the Company property, if any as determined by the Members).
2.6 "Code": The Internal Revenue Code of 1986, as amended.
2.7 "Company": GRHH Performance Steele Creek LLC, an Idaho limited
liability company.
OPERATING AGREEMENT - Page 2

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2.8 "Transferable Interest": The interest possessed by a transferee of a
Member's Membership Interest, which transferee has not been admitted as a Member, such
interest to consist of the transferee's capital account, and its share of the Company's Capital
Transaction Proceeds, Net Liquidation Proceeds, Net Operating Cash Flow and net profits and
losses pursuant to this Agreement and the Regulations, but which interest shall not include any
right to participate in the management or affairs of the Company, nor the right to vote on,
consent to or otherwise participate in, any decision by the Members.
2.9 "Fiscal Year": The accounting year of the Company, ending December 31
of each year.
2.10 "Majority Vote": A consensus of those Members that hold Membership
Interests representing a percentage share in the allocation of the taxable income of the company,
as set forth in Section 8, greater than 50%. Unless otherwise specified in this Agreement or
under applicable law, action, consent or approval of the Members shall require only a Majority
Vote of the Members.
2.11 "Members": GRH Holdings LLC and any successors in interest to their
respective Membership Interests, who or which has been admitted as a Member of the Company
pursuant to Section 11.
2.12 "Membership Interest": The interest possessed by a Member, consisting
of a Member's capital account, and the Member's share of the Company's Capital Transaction
Proceeds, Net Liquidation Proceeds, Net Operating Cash Flow and net profits and losses
pursuant to this Agreement and the Regulations, the right to participate in the management or
affairs of the Company, and the right to vote on, consent to or otherwise participate in, any
decision by the Members. When expressed in conjunction with a general or specific reference to
a percentage share, Membership Interest refers to a Member's percentage share in the allocation
of the taxable income of the Company as set forth in Section 8.1.
2.13 "Net Liquidation Proceeds": The net proceeds from the dissolution,
liquidation and winding up of the Company.
2.14 "Net Operating Cash Flow": That amount of cash from Company
operations available for distribution to the Members.
2.15 "Regulation" or "Reg.": A regulation of the United States Treasury
Department, promulgated under Title 26 of the Federal Code of Regulations, as amended.
3. MANAGERS
3.1 Management and Control. Management of the business and affairs of the
Company shall be vested in managers ("Manager(s)") who shall have the power and authority to
manage the affairs of the Company and to make all decisions with respect to such management,
except with respect to decisions requiring the approval of the Members under this Agreement or
non-waivable provisions of applicable law. At any time when there is more than one Manager,
any one Manager may take any action permitted to be taken by the Managers, unless the
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approval of more than one of the Managers is expressly required pursuant to this Agreement or
the Act.
3.2 Powers. Without limiting the foregoing, a Manager is authorized on the
Company's behalf to make all decisions as to:
(a) the development, sale, lease or other disposition of (less than all, or
substantially all) the Company's assets;
(b) the purchase or other acquisition of the assets of all kinds;
(c) the management of all or any part of the Company's assets;
(d) the borrowing of money and the granting of security interests in
the Company's assets (including loans from Members);
(e) the prepayment, refinancing, or extension of any mortgage
affecting the Company's assets;
(0
debts; and
the compromise or release of any of the Company's claims or
(g) the employment of persons, firms, or corporations for the operation
and management of the Company's business.
In the exercise of its management powers, and in the ordinary course of the Company's
business, a Manager is authorized to execute and deliver:
(a) all contracts, conveyances, assignments, leases, subleases,
franchise agreements, licensing agreements, management contracts and maintenance
contracts covering or affecting the Company's assets;
(b) all checks, drafts, and other orders for the payment of the
Company's funds;
(c) all promissory notes, mortgages, deeds of trust, security
agreements, and other similar documents; and
(d) all other instruments of any kind or character relating to the
Company's affairs whether like or unlike the foregoing.
3.3 Number, Tenure and Qualifications. The Company shall initially have
one (1) Manager. The number of Managers of the Company shall be fixed from time to time by
the Majority Vote of the Members. A Manager need not be a Member or a resident of the State
of Idaho. Each Manager shall hold that position until his successor is elected and qualified.
Except as provided below, Managers shall be elected by Majority Vote of the Members. Any
Manager may resign at any time by giving written notice to the Members of the Company. The
resignation of a Manager who is also a Member shall not affect the Manager's rights as a
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Member. The initial Manager shall be GRH Management LLC. If any manager dies, becomes
incapacitated or is otherwise unable to serve as Manager, the remaining Managers shall continue
on as Manager(s) of the Company.
3.4 Removal. At any meeting of the Members called as provided herein, all or
any lesser number of Managers may be removed, with or without cause, by Majority Vote of the
Members. The removal of a Manager who is also a Member shall not affect the removed
Manager's rights as a Member and shall not constitute the withdrawal of the removed Manager
as a Member.
3.5 Vacancies. Any vacancy occurring, for any reason, in the number of
Managers of the Company may be filled by Majority Vote of the Members. Any Manager's
position to be filled by reason of an increase in the number of Managers shall be filled by
Majority Vote of the Members. A Manager elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office and shall hold office until the expiration of such term
and until his successor shall be elected and shall qualify or until his earlier death, resignation, or
removal. A Manager chosen to fill a position resulting from an increase in the number of
Managers shall hold office until the next meeting of Members and until his successor shall be
elected and shall qualify, or until his earlier death, resignation, or removal.
3.6 Tax Matters. Except as otherwise specifically provided herein or
prohibited by law, the Managers shall make any and all elections for federal and state income tax
purposes, including, without limitation, any election, if permitted by applicable law to: (i) adjust
the basis of Company property pursuant to Code § 754, § 734(b), and § 743(b), or comparable
provisions of state or local law, in connection with transfers of Transferable Interests,
Membership Interests and Company distributions; (ii) extend the statute of limitations for
assessment of tax deficiencies against Members with respect to adjustments to the Company's
federal, state or local tax returns; and (iii) represent the Company before taxing authorities or
courts of competent jurisdiction in tax matters affecting the Company. The Members may
appoint a "tax matters partner" under the Code (or the equivalent representative of a limited
liability company before the Internal Revenue Service) and in any similar capacity under state or
local law.
3.7 Attorney in Fact. Any Manager may make, constitute and appoint one or
more individuals to serve as its true and lawful attorney(s) in fact as Manager of the Company in
name, place and stead, and such attorney(s) in fact shall have full power and authority to manage
the affairs of the Company and to make all decisions with respect to such management as
provided herein and as provided within the instrument making such appointment.
4. MEMBERS
4.1 Limitation of Liability. Each Member's liability to third parties shall be
limited to the maximum extent permitted by applicable law.
4.2 Company Debt Liability. A Member shall not be personally liable for any
debts or losses of the Company beyond his respective Capital Contributions and any obligation
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of the Member under Section 7.2 to make Capital Contributions, except as otherwise required by
law.
4.3 Approval by All Members. The sale, exchange, or other disposition of all,
or substantially all, of the Company's assets (other than in the ordinary course of the Company's
business), which is to occur as part of a single transaction or plan, and/or merger, conversion or
domestication of the Company, and/or undertaking of any act which is outside the ordinary
course of the Company's business, and/or amendment to the Agreement, must first be approved
by a unanimous vote of all Members.
4.4 Company Books. In accordance with Section 10 herein, the Manager(s)
shall maintain and preserve, during the term of the Company, and for 8 years thereafter, all
accounts, books, and other relevant Company documents; provided however, the Company shall
retain copies of its tax returns indefinitely. Upon reasonable request, each Member shall have
the unrestricted right, during ordinary business hours, to inspect and copy such Company
documents at the requesting Member's expense.
4.5 Priority and Return of Capital. Except as may be expressly provided in
Section 9, no Member or Transferable Interest holder shall have priority over any other Member
or Transferable Interest holder, either as to the return of Capital Contributions or as to profits,
losses, or distributions; provided that this Section shall not apply to loans (as distinguished from
Capital Contributions) which a Member or Transferable Interest holder has made to the
Company.
4.6 Member Authority. No Member shall have any power or authority to bind
the Company unless the Member has been given written authorization from the Manager(s) to act
as an agent of the Company.
5. INDEPENDENT ACTIVITIES
Notwithstanding the existence of this Agreement, each Member and Manager, and its
Affiliates, may engage in whatever activities they choose, whether the same be competitive with
the Company or otherwise, without having or incurring any obligation to offer any interest in
such activities to the Company or any Member. Neither this Agreement nor any activity
undertaken pursuant hereto shall prevent a Member, Manager or its Affiliates from engaging in
such activities, or require a Member, Manager or its Affiliates to permit the Company or any
other Member to participate in any such activities, and as a material part of the consideration for
the Members' execution hereof, each Member hereby irrevocably waives, relinquishes and
renounces any such right or claim of participation.
6. ACTIONS WITHOUT NOTICE, WITHOUT MEETING, OR BY
TELEPHONE
6.1 Meeting of all Members. Notwithstanding any other provision of this
Agreement, if all Members are present at a meeting, such meeting shall be valid without call or
notice, and any lawful action taken at such meeting shall be the action of the Members.
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6.2 Action Without Meeting. Any action requiring the Majority Vote of the
Members may be taken without a meeting of all of the Members.
6.3 Meetings by Telephone. Meetings of the Members may be held by
telephone conference or by any other means of communication by which all participants can hear
each other simultaneously during the meeting, and such participation shall constitute presence in
person at the meeting.
7. CAPITAL
7.1 Capital Contributions. Each Member has made the following initial
Capital Contribution to the Company:
GRH Holdings LLC
7.2 Additional Capital.
$ 500.00
$ 500.00
(a) Except as set forth in this Section 7.2(a), no Member shall be
required or permitted to make any Capital Contributions. In the event that at any time,
pursuant to a unanimous vote of the Members, the Members determine that additional
funds in excess of the Capital Contributions and Capital Transaction Proceeds are
required by the Company for its business or any of its obligations, expenses, costs,
liabilities or expenditures, or for improvements with respect to any Company property,
which cannot otherwise be financed on commercially reasonable terms by an outside
lending institution, as determined upon the Majority Vote of the Members, the Members
may contribute such additional funds.
(b) In the event that a Member ("non-contributing Member") elects
not to contribute additional funds pursuant to subparagraph (a), the other Members
("contributing Members") may contribute such additional funds, in which case the
advance shall be deemed a loan by the contributing Member(s) to the non-contributing
Member(s), bearing interest at the greater rate of 10 percent or the prime rate published in
the Wall Street Journal, from time to time, plus 4 percentage points, per annum from the
date the advance is made, and, to the extent of such advance, plus interest, any
distributions of Net Operating Cash Flow or Capital Transaction Proceeds otherwise due
to the non-contributing Member shall instead be paid to the contributing Member(s) who
made such contribution.
7.3 Interest on Capital Contributions. No interest shall be paid on Capital
Contributions, except as provided in Section 7.2(b) herein.
7.4 Loans. The Company may borrow money from any Member upon such
commercially reasonable terms and conditions as may be approved by unanimous vote of the
Members.
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8. INCOME AND LOSS ALLOCATIONS
8.1 Basic Allocations. The taxable income and loss (and every item of
income, deduction, gain or loss entering into the computation thereof) and credits of the
Company, for each Fiscal Year of the Company, shall be initially allocated as follows:
GRH Holdings LLC 100%
8.2 Section 704(c) Allocations. Notwithstanding the provisions of Section
8.1, and in accordance with Code Section 704(c) and the regulations thereunder, income, gain,
loss and deduction with respect to any property contributed to the capital of the Company shall,
solely for tax purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income tax purposes and
the fair market value of such property on the date it was contributed to the Company.
8.3 Qualified Income Offset. In the event any Member unexpectedly receives
any adjustments, allocations or distributions described in Reg. § § 1.704-1(b)(2)(ii)(d)(4), 1.704-
1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially
allocated to each such Member in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Deficit of such Member as quickly as possible,
provided that an allocation pursuant to this Section 8.3 shall be made only if and to the extent
that such Member would have an Adjusted Deficit after all other allocations provided for in this
Section 8 have been tentatively made as if this Section 8.3 were not in the Agreement.
8.4 Allocations to Reflect Economic Arrangement of Members.
Notwithstanding the provisions of Section 8.1 requiring Company income and losses to be
allocated in accordance with the Members' Membership Interest, the Members understand that
special allocations of Company tax items, including but not limited to income, gain, loss, credits
and deductions, may be necessary to accurately reflect the underlying economic arrangement of
the Members. In the event one or more Members believe that such an allocation is necessary, the
Manager(s) shall present the allocation for approval by a Majority Vote of the Members.
9. DISTRIBUTIONS
9.1 Operating Distributions. Net Operating Cash Flow shall be distributed to
the Members in proportion to their percentage shares in the Membership Interests at such times
as the Members shall determine. Notwithstanding anything herein to the contrary, no
Distribution shall be declared and paid if such Distribution shall violate the limitations on
Distributions set forth in the Act.
9.2 Distributions of Capital Transaction Proceeds. Capital Transaction
Proceeds shall be distributed to the Members in proportion to their percentage shares in the
Membership Interests at such times as the Members shall determine.
9.3 Liquidating Distributions. Upon the dissolution and winding up of the
Company pursuant to Section 14, after providing for the satisfaction of any of the remaining
debts of the Company and all other expenses of liquidation, the Members shall distribute the Net
Liquidation Proceeds in accordance with their positive capital account balances, after giving
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effect to all contributions, distributions and allocations for all periods prior to dissolution. Such
distributions shall satisfy the requirements of Reg. § 1.704-1(b)(2)(ii)(b)(2), as the same may be
amended.
10. BANK ACCOUNTS, BOOKS AND RECORDS, ACCOUNTING, AND TAX
ELECTIONS
10.1 Bank Accounts. The Members shall open and maintain in the name of the
Company a bank account or accounts in which shall be deposited all funds of the Company.
Withdrawals from such account or accounts shall be made upon the signature or signatures of
such person or persons as the Members shall designate.
10.2 Method of Accounting. The Members shall keep, or cause to be kept, full
and accurate records of all transactions of the Company in accordance with sound accounting
principles, using the accrual method of accounting. The Members may change the Company
method of accounting to a different method of accounting if they determine that such a change is
in the best interests of the Company. The maintenance of capital accounts shall satisfy the
requirements of Reg. § 1.704-1(b)(2)(iv), as the same may be amended.
10.3 Books and Records. All books and records of the Company shall, at all
times, be maintained in the principal office of the Company, and shall be open during reasonable
business hours for the reasonable inspection and examination by the Members or their authorized
representatives. The Manager(s) shall maintain books and records of the Company separate from
the books and financial records of the Members and any Affiliate of the Members, and shall take
all actions which are necessary or appropriate for the continuation of the Company's valid
existence as a limited liability company under the Act, or under the laws of any other jurisdiction
in which the Company is doing business, in order to protect the limited liability of the Members
and to enable the Company to continue to conduct the business in which it is engaged.
10.4 Federal Income Tax Returns. The Members shall prepare, or cause to be
prepared, federal and state income tax returns for the Company.
10.5 Other Report and Statements. Monthly, and at other times desired by a
Majority Vote of the Members, detailed statements shall be prepared by the Manager(s), or by
the certified public accountant then servicing the Company, which statements shall show all
income, receipts, expenses and costs in connection with the Company.
11. ADMISSION OF NEW MEMBER
11.1 Requirements. A new Member may be admitted to the Company only by
unanimous vote of the Members, and thereafter shall possess a Membership Interest. Each new
Member shall be admitted only upon execution, and written acceptance of all of the terms and
provisions of this Agreement, as amended through the time of admission. A duly admitted
Member's Capital Contribution and percentage Membership Interest shall be set forth in an
executed amendment to this Agreement. The spouse of a Member shall not be deemed a
Member, regardless of whether such spouse has executed this Agreement and regardless of any
community property interest such spouse may have in a Member's Membership Interest, unless
the requirements of this Section are hereafter satisfied.
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11.2 Absence of Consent. In the event that such a consent is not granted, the
transferee shall not possess a Membership Interest, but only a Transferable Interest.
12. DISSOCIATION AND DISPOSITIONS OF INTERESTS
12.1 Lifetime Dispositions. Except as expressly provided in this Section 12.1,
no owner of a Membership Interest or Transferable Interest ("Interest") shall transfer, sell,
assign, pledge, encumber or otherwise dispose of his or her Interest now owned or hereafter
acquired without the unanimous written consent of the Members, which may be withheld in their
sole discretion. Transfers for estate planning purposes to family members of a Member, entities
owned in whole or in part by family members of a Member, or trusts created for the benefit of
the Member's family are hereby consented to by the Members in advance, but such transferees
shall only hold a Transferable Interest unless further consent is given pursuant to Section 11.1.
(a) Right of First Refusal. In the absence of the unanimous written
consent of the other Members, if a holder of an Interest desires to transfer or sell its
Interest to a third party, it shall first offer, in writing, to sell its Interest to the parties set
forth below for the same price and terms offered by the third party. The written offer
submitted to such parties shall contain the name or names of the prospective purchaser
and the offered price and terms of purchase.
(i) Option to Company. The Interest shall first be subject to an
option on the part of the Company to purchase all or part of such Interest, which
option shall be exercised if at all, within a period of 30 days following the receipt
of the selling Interest holder's offer. The Company's election to purchase all or
part of such Interest shall be made, if at all, upon the unanimous vote of the non -
selling Interest holders.
(ii) Option to Remaining Members. If the Company fails to
exercise its option with respect to all or any part of the Interest, then the same
shall be offered for sale and shall be subject to an option on the part of the other
Members to purchase, which option shall be exercised, if at all, within 15 days
after the expiration of the 30-day period granted the Company. The other
Members may divide the interest of the selling Interest holder in such manner as
they shall mutually agree, and any of them may elect not to participate in the
purchase. If they do not otherwise agree, the interest of the selling Interest holder
shall be divided among the Members participating in the purchase in proportion to
their respective Membership Interests at the time the offer is made. To exercise
the right to purchase, written notice shall be given to the selling Interest holder by
the individual purchasing Members.
(iii) Terms. The Company or the purchasing Members, as the
case may be, shall make payment for the Interest either (a) according to the
payment terms and condition of the proposed transfer to the third party or (b) by
the execution and delivery of a promissory note payable to the selling Interest
holder, whichever option the purchasing Member may choose. The promissory
note shall bear interest at the prime rate on the date of the transfer and shall be
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secured by the Interest purchased. The principal of the note shall be payable,
together with interest accrued as of the date of each installment payment in ten
(10) equal annual installments, commencing on the first anniversary of the
transfer.
(iv) Failure to Exercise Option. In the event the Interest offered
is not purchased by the above parties, then all restrictions imposed under Section
12.1 shall terminate with respect to the then proposed disposition; provided,
however, that, if such disposition is not made within 30 days following the
expiration of the 15-day option period granted the other Members under
subparagraph (ii) above, then the restrictions imposed under Section 12.1 shall
once again become applicable.
(v) Transferee's Status. In the event the Interest offered is
purchased by a party other than a Member, the transferee shall become a Member
with a Membership Interest only by admission in accordance with the provisions
of Section 11. Otherwise, such transferee shall possess only a Transferable
Interest.
(vi) Failure to Comply. Any disposition or attempted
disposition of an Interest, or any part thereof, not in compliance with this Section
12, shall be null and void ab initio, and need not be recognized by the Company.
12.2 Dissociation.
(a) Events of Dissociation. A Person shall cease to be a Member upon
the happening of any of the following events:
(i) the voluntary withdrawal of a Member (which shall not
constitute a violation or breach of this Agreement);
(ii) a disposition of a Member's Membership Interest in
contravention of Section 12.1.
(iii) the Member (A) has become the subject of an Order for
Relief under the United States Bankruptcy Code, or (B) has initiated as to such
Member, in any state insolvency or receivership proceeding, either in an original
proceeding or by way of an answer, an action for liquidation arrangement,
composition, readjustment, dissolution, or similar relief;
(iv) in the case of a Member who is a natural person, the death
of the Member or the entry of an order by a court of competent jurisdiction
adjudicating the Member incompetent to manage the Member's estate;
(v) in the case of a Member who is acting as a Member by
virtue of being a trustee of a trust, the termination of the trust (but not merely the
substitution of a new trustee);
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(vi) in the case of a Member that is a separate organization
other than a corporation, the dissolution and commencement of winding up of the
separate organization;
(vii) in the case of a Member that is a corporation, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the revocation of
its charter; or
(viii) in the case of an estate, the distribution by the fiduciary of
the estate's entire interest in the limited liability company.
(b) Purchase of Dissociated Member's Membership Interest. Upon the
dissociation of a Member, when the remaining Members by Majority Vote elect to
continue the business of the Company, the remaining Members by Majority Vote shall
elect between one of the following alternatives:
(i) the disassociated Member's Membership Interest shall be
purchased by the Company for a purchase price equal to the aggregate fair market
value of the Member's Interest determined according to the provisions of
subsection (c) below. The purchase price of such interest shall be paid by the
Company to the Member in cash within 60 days of determination of the aggregate
fair market value or, at the Company's option, said debt may be evidenced by a
promissory note bearing interest at the prevailing prime rate at the time of the
dissociation, payable in 10 equal annual installments commencing on the first
anniversary of the event of dissociation and consisting of principal and interest
accrued as of the date of each installment. The promissory note shall be secured
by the Membership Interest purchased; or,
(ii) the transferee of the dissociated Member's interest shall be
treated as a Member holding a Membership Interest rather than the holder of
merely a Transferable Interest. The election to treat the transferee as a Member
shall be made by Majority Vote of the remaining Members, any contrary
provisions in Section 11 notwithstanding.
Such election shall be made within 90 days after the remaining Members learn of the
event of dissociation, otherwise the remaining Members shall be deemed to have selected
the alternative set forth in subsection (ii) above. If the event of dissociation does not
involve a transfer of the dissociated Member's interest, however, the remaining Members
shall be deemed to have selected the alternative set forth in subsection (i) above.
(c) Purchase Price of Dissociated Member's Membership Interest.
The fair market value of a Member's Interest to be purchased by the Company pursuant
to this section shall be determined by agreement between the dissociated Member (or the
dissociated Member's legal representative or the transferee of the dissociated Member's
Membership Interest, as the case may be) and the Company, which agreement is subject
to approval by the remaining members. If the dissociated Member (or the transferee of
the dissociated Member's Membership Interest, as the case may be) and the Company
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cannot agree upon the fair market value of such Membership Interest within 30 days, the
fair market value thereof shall be determined by appraisal, the Company and the
dissociated Member each to choose one appraiser and the two appraisers so chosen to
choose a third appraiser. For this purpose, the fair market value of the dissociated
Member's Membership Interest shall be computed as the amount which could reasonably
be expected to be realized by such Member upon the sale of the Company's assets in the
ordinary course of business at the time of dissociation. The decision of a majority of the
appraisers as to the fair market value of such Membership Interest shall be final and
binding and may be enforced by legal proceedings. The dissociated Member and the
Company shall each compensate the appraiser appointed by it and the compensation of
the third appraiser shall be borne equally by such parties.
(d) Damages. The provision set forth herein shall not affect any claim
for damages the Company may have against the dissociated Member if such dissociation
is in violation of this Company Agreement. The Company shall have the right to offset
any payments due under this Article by any damages that the Company may incur as a
result of a dissociation of a Member in contravention of this Agreement.
12.3 Dispositions to Other Members. Transfers of interests between Members
shall not require the consent of the other Members, and the entire interest held by the transferee
Member shall be deemed to be a Membership Interest. If, upon the death of a Member, the
Membership Interest of that Member is to be transferred completely to other Members of the
Company, then the death of that Member shall not operate as an event of dissociation, and each
transferee shall thereafter be treated as a Member holding a Membership Interest equal to the
combination of the Membership Interest previously held by that transferee and the Membership
Interest transferred to that transferee. Following the incompetency of a Member, so long as
another Member is appointed as a guardian of the estate of the incompetent Member, the
incompetency shall not operate as an event of dissociation.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY
13.1 Indemnity of the Members, Employees and Other Agents. The Company
may indemnify, defend and hold harmless its Members, employees and other agents to the fullest
extent permitted by law provided that such action in any given situation is approved by
unanimous vote of Members.
13.2 Limitation of Liability of Members. The Members of the Company shall
not be liable for losses or damages for conduct as Members except to the extent that the Act, as it
now exists or may hereafter be amended, prohibits elimination or limitation of Member liability.
No repeal or amendment of this Section or of the Act shall adversely affect any right or
protection of a Member for actions or omissions that occurred prior to the repeal or amendment
of this Section.
13.3 Standard of Conduct for Managers. No Manager shall be liable to the
Company or to any Member for any loss or damage sustained by the Company or any Member,
unless the loss or damage shall have been the result of gross negligence or willful misconduct of
the Manager. The Manager(s) of the Company shall not be liable to third parties for losses or
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damages for conduct as a manager except to the extent that the Act, as it now exists or may
hereafter be amended, prohibits elimination or limitation of manager liability. The Company
shall indemnify the Manager as provided by Idaho Code Section 30-6-408(1) and any subsequent
amendment thereto.
14. DISSOLUTION
14.1 Events of Dissolution. The Company shall be dissolved and, its business
wound up, upon the earliest to occur of the following events:
(a) The written consent of all the Members; or
(b) Upon an event of dissociation as set forth in Section 12.2 unless
the business of the Company is continued by the Majority Vote of the remaining
Members within 90 days of the event of dissociation. If the remaining Members do not
by Majority Vote elect to dissolve the Company, the continuation of the business of the
Company shall be deemed to have been approved by Majority Vote of the remaining
Members.
14.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of
the Company, the Members shall proceed to wind up the business of the Company in an orderly
manner, liquidating its assets, and satisfying the claims of its creditors, and the Members shall
take no action that is inconsistent with, or not necessary to or appropriate for, the winding up of
the Company's business and affairs. The Members shall be responsible for overseeing the
winding up and liquidation of the Company, shall take full account of the Company's liabilities
and assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining the
fair value thereof, and shall cause the Net Liquidation Proceeds to be distributed in accordance
with Section 9.3.
15. MISCELLANEOUS
15.1 Notices. Any notice, consent, election or other communication required or
permitted under this Agreement shall be deemed given when personally delivered, sent by
telefacsimile transmission, deposited with an established overnight courier service (such as
Fed Ex), or when deposited in the United States Mail as first class certified or registered mail,
postage prepaid; provided, however, any notice sent by United States Mail to a person at a
location outside the state from which the notice is mailed shall not be deemed given until 72
hours after the date deposited in the United States Mail, postage prepaid. Any party may change
its notice address by notifying the other party in writing prior to giving any notice hereunder.
15.2 Integration. This Agreement sets forth all (and is intended by all parties
hereto to be an integration of all) of the promises, agreements, conditions, understandings,
warranties and representations among the parties hereto with respect to the Company, the
Company business and the Company assets, and there are no promises, agreements, conditions,
understandings, warranties or representations, oral or written, express or implied, relating to the
Company or its assets, except as set forth herein.
OPERATING AGREEMENT - Page 14

UULAIOlyll CI IVCIUpC IL). LJ/ ILJOOCf —4LLJU-4 Lc L.-J1ODD-UDL/LOODUt\UO
15.3 Severability. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations.
If any provision of this Agreement or the application thereof to any person or circumstance shall,
for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall not be affected
thereby, but rather shall be enforced to the greatest extent permitted by law.
15.4 Application of Idaho Law. This Operating Agreement, and the application
or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of
Idaho, the Code and the Regulations.
15.5 Classification for Federal Income Tax Purposes. It is the intent of the
Members that the limited liability company hereby formed is to be taxed as a partnership for
federal income tax purposes. To this end, the Members have executed this Agreement with the
understanding that the provisions hereof will cause the Company to be classified as a partnership
for federal income tax purposes. Thus, any other provision hereof, notwithstanding all
provisions hereof shall be interpreted consistent with this intent and, if any provision, or
provisions, hereof would cause the Company to be taxed as an association taxable as a
corporation for federal income tax purposes, said provision or provisions shall be void and this
Agreement shall be construed to contain provisions similar to said void provision or provisions
to the extent that said inclusion does not cause the Company to be taxed other than as a
partnership for federal income tax purposes.
15.6 Waivers. The failure of any party to seek redress for violation of or to
insist upon the strict performance of any covenant or condition of this Agreement shall not
prevent a subsequent act, which would have originally constituted a violation, from having the
effect of an original violation.
15.7 Heirs, Successors and Assigns. Each and all of the covenants, terms,
provisions, and agreements herein contained shall be binding upon and inure to the benefit of the
parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal
representatives, successors, and assigns.
15.8 Creditors. None of the provisions of the Operating Agreement shall be for
the benefit of or enforceable by any creditors of the Company.
15.9 Counterparts and Execution. This Agreement may be executed by
electronic means (facsimile, email or e-signature) or in several counterparts, each of which shall
be deemed an original, but all of which, together, shall constitute one and the same agreement. It
shall not be necessary in making proof of this Agreement to produce ink signatures or account
for more than one counterpart.
15.10 Captions. The headings and captions herein are inserted solely for the
purpose of convenience of reference and are not a part of and are not intended to govern, limit or
aid in the construction of any term or provision hereof.
OPERATING AGREEMENT - Page 15

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15.11 Amendment. Neither this Agreement nor the Certificate of Organization
for the Company shall be altered or amended except by unanimous vote of the Members. Any
such amendment shall be in writing and executed by all Members.
MEMBER: MANAGER:
GRH HOLDINGS LLC, GRH MANAGEMENT LLC,
an Idaho limited liability company an Idaho limited liability company
DocuSigned by:
By:By:
iifrre.D1 °awkins, Manager `®`efdirICAPIWwkins, Manager
r—DocuSigned by:
OPERATING AGREEMENT - Page 16

2016.
OPERATING AGREEMENT
GRH MANAGEMENT LLC
This Operating Agreement of GRH Management LLC ("Agreement") is effective as of
1. FORMATION
I.1 Name. The name of the limited liability company shall be: GRH Management LLC.
1,2 Certificate of Organization, A Certificate of Organization in the above name has been
filed with the Idaho Secretary of State.
1.3 Term. Unless sooner dissolved as provided in this Agreement, the term for which the
Company is to exist commences on the date the Certificate of Organization is filed, and continues perpetually
except as otherwise provided herein.
the Company are:
1,4 Names and Addresses of Members. The names and addresses of the initial Members of
Gary R. Hawkins 855 West Broad Street, Ste. 300
Boise, ID 83702-7154
1,5 Principal Office, The principal office of the Company shall be located at 855 W.
Broad Street, Suite 300, Boise, Idaho 83702, or such other location as the Members may designate. The
Members may relocate the principal office or establish additional offices from time to time.
1.6 Registered Office and Registered Agent. The Company's registered office shall be
located at 855 W. Broad Street, Suite 300, Boise, Idaho 83702 and the name of its initial registered agent at
such address shall be Rob G. Dickinson. The Members may relocate the registered office and rename its
registered agent from time to time.
1.7 Business Purpose. The purpose of the Company shall be to act as the manager of
manager -managed limited liability companies created pursuant to the Act (defined below), which are owned
directly or indirectly by Gary R. Hawkins, and to engage in any other lawful business.
2. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the definitions set forth in this
Section. Unless the context clearly indicates otherwise, where appropriate the singular shall include the plural and
the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms
defined in this Section or the terms otherwise used in this Agreement their proper meanings.
2.1 "Act": The Idaho Uniform Limited Liability Company Act as set forth in Chapter 25,
Title 30, Idaho Code, as it may be amended from time to time.
2,2 "Adjusted Deficit": With respect to any Member, the deficit balance, if any, in such
Member's capital account as of the end of the relevant Fiscal Year, after giving effect to the following
adjustments:
OPERATING AGREEMENT - Page 1

(a) The capital account shall be increased by any amounts which such Member is
obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore
pursuant to the next to the last sentences of Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5); and
(b) The capital account shall be decreased by items described in Reg. § 1.704-
1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
2.3 "Affiliate": With respect to any person or entity, a corporation, company or other
entity controlled by, controlling or under common control with such person or entity. For purposes of this
Section, the term "control" means the ownership of more than 50% of the voting interests or beneficial interests
by any person.
2.4 "Capital Contribution": The amount of cash and the agreed value of property
contributed to the capital of the Company by the Members, as set forth in Section 7.1, and any additional
contributions made subsequently to the initial Capital Contributions.
2.5 "Capital Transaction Proceeds":
(a) The net proceeds from the sale or other disposition of any Company property,
other than such proceeds from a sale or other disposition occurring in connection with (i) the liquidation
and termination of the Company, (ii) the transfer of all or substantially all of the Company's assets, (iii)
the transfer of any stock in trade of the Company, or (iv) the transfer of any other Company assets in the
ordinary course of the Company's trade or business.
(b) The net proceeds from refinancing any Company property after repayment of
the refinanced obligation and payment of all other Company obligations,
(c) The net proceeds from the (i) condemnation of any Company property, (ii)
grant of an easement, license, right-of-way or other property right relating to Company property, and
(iii) an insurance settlement or other settlement attributable to fire or other casualty relating to Company
property (after provision for repairs and improvements to the Company property, if any as determined by
the Members).
2.6 `Code": The Internal Revenue Code of 1986, as amended.
2.7 "Company": GRH Management LLC, an Idaho limited liability company.
2.8 "Transferable Interest": The interest possessed by a transferee of a Member's
Membership Interest, which transferee has not been admitted as a Member, such interest to consist of the
transferee's capital account, and its share of the Company's Capital Transaction Proceeds, Net Liquidation
Proceeds, Net Operating Cash Flow and net profits and losses pursuant to this Agreement and the Regulations,
but which interest shall not include any right to participate in the management or affairs of the Company, nor the
right to vote on, consent to or otherwise participate in, any decision by the Members.
year.
2.9 "Fiscal Year": The accounting year of the Company, ending December 31 of each
2.10 "Majority Vote": A consensus of those Members that hold Membership Interests
representing a percentage share in the allocation of the taxable income of the company, as set forth in Section 8,
greater than 50%. Unless otherwise specified in this Agreement or under applicable law, action, consent or
approval of the Members shall require only a Majority Vote of the Members.
OPERATING AGREEMENT - Page 2

2.11 "Members": Gary R. Hawkins and any successors in interest to their respective
Membership Interests, who or which has been admitted as a Member of the Company pursuant to Section 11.
2.12 "Membership Interest": The interest possessed by a Member, consisting of a
Member's capital account, and the Member's share of the Company's Capital Transaction Proceeds, Net
Liquidation Proceeds, Net Operating Cash Flow and net profits and losses pursuant to this Agreement and the
Regulations, the right to participate in the management or affairs of the Company, and the right to vote on,
consent to or otherwise participate in, any decision by the Members. When expressed in conjunction with a
general or specific reference to a percentage share, Membership Interest refers to a Member's percentage share in
the allocation of the taxable income of the Company as set forth in Section 8.1.
2.13 "Net Liquidation Proceeds": The net proceeds from the dissolution, liquidation and
winding up of the Company.
2.14 "Net Operating Cash Flow": That amount of cash from Company operations available
for distribution to the Members.
2.15 "Regulation" or "Reg.": A regulation of the United States Treasury Department,
promulgated under Title 26 of the Federal Code of Regulations, as amended.
3. MANAGEMENT
3.1 Management and Control. Management of the business and affairs of the Company
shall be vested in managers ("Manager(s)") who shall have the power and authority to manage the affairs of the
Company and to make all decisions with respect to such management and the general supervision, direction and
control of the day-to-day business activities of the Company, except with respect to decisions requiring the
approval of the Members under this Agreement or non-waivable provisions of applicable law.
3.2 Powers. Without limiting the foregoing, a Manager is authorized on the Company's
behalf to make all decisions as to:
(a) the development, sale, lease or other disposition of (less than all, or
substantially all) the Company's assets;
(b) the purchase or other acquisition of the assets of all kinds;
(c) the management of all or any part of the Company's assets;
(d) the borrowing of money and the granting of security interests in the
Company's assets (including loans from Members);
(e) the prepayment, refinancing, or extension of any mortgage affecting the
Company's assets;
(f) the compromise or release of any of the Company's claims or debts; and
(g) the employment of persons, firms, or corporations for the operation and
management of the Company's business,
In the exercise of its management powers, and in the ordinary course of the Company's
business, a Manager is authorized to execute and deliver
(w) all contracts, conveyances, assignments, leases, subleases, franchise
agreements, licensing agreements, management contracts and maintenance
contracts covering or affecting the Company's assets;
(x) all checks, drafts, and other orders for the payment of the Company's finds;
(y) all promissory notes, mortgages, deeds of trust, security agreements, and other
similar documents; and
OPERATING AGREEMENT - Page 3

(z) all other instruments of any kind or character relating to the Company's affairs
whether like or unlike the foregoing.
3.3 Limitation on Powers. Except upon written authorization of the Members, no Officer
of the Company shall have the authority to:
(a) enter into any agreement, contract, or commitment on behalf of the Company
which would obligate any Member to fund additional capital, to guarantee a
loan or to increase a Member's personal liability either to the Company or to a
third party;
(b) alter the business of the Company, deviate from any approved business plan of
the Company as set forth in this Agreement, or perform any action which
would make it impossible to carry on the business of the Company;
(c) perform any action that is contrary to this Agreement;
(d) place title to any Company asset or property in the name of a nominee or sell,
lease, pledge, hypothecate, or grant a security interest in any Company asset
or property, except in the ordinary course of business;
(e) commingle Company funds with the funds of any other person or entity;
(f) confess a judgment against the Company;
(g) admit any person as a Member, except as otherwise provided in this
Agreement; and,
(h) attempt to dissolve the Company.
3.4 Number, Tenure and Qualifications, The Company shall initially have one (1)
Manager. The number of Managers of the Company shall be fixed from time to time by the Majority Vote of the
Members. A Manager need not be a Member or a resident of the State of Idaho. Each Manager shall hold that
position until his successor is elected and qualified. Except as provided below, Managers shall be elected by
Majority Vote of the Members. Any Manager may resign at any time by giving written notice to the Members of
the Company. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a
Member. The initial Manager shall be Gary R. Hawkins.
3.5 Removal. At any meeting of the Members called as provided herein, all or any lesser
number of Managers may be removed, with or without cause, by Majority Vote of the Members. The removal of
a Manager who is also a Member shall not affect the removed Manager's rights as a Member and shall not
constitute the withdrawal of the removed Manager as a Member.
3.6 Vacancies. Any vacancy occurring, for any reason, in the number of Managers of the
Company may be filled by Majority Vote of the Members. Any Manager's position to be filled by reason of an
increase in the number of Managers shall be filled by Majority Vote of the Members. A Manager elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office and shall hold office until the
expiration of such term and until his successor shall be elected and shall qualify or until his earlier death,
resignation, or removal, A Manager chosen to fill a position resulting from an increase in the number of
Managers shall hold office until the next meeting of Members and until his successor shall be elected and shall
qualify, or until his earlier death, resignation, or removal.
3.7 Tax Matters. Except as otherwise specifically provided herein or prohibited by law,
the Managers shall make any and all elections for federal and state income tax purposes, including, without
limitation, any election, if permitted by applicable law to: (i) adjust the basis of Company property pursuant to
Code § 754, § 734(b), and §743(b), or comparable provisions of state or local law, in connection with transfers of
Transferable Interests, Membership Interests and Company distributions; (ii) extend the statute of limitations for
assessment of tax deficiencies against Members with respect to adjustments to the Company's federal, state or
local tax returns; and (iii) represent the Company before taxing authorities or courts of competent jurisdiction in
tax matters affecting the Company The Members may appoint a `tax matters partner" under the. Code (or the .. _
OPERATING; AGREEMENT - Page 4

equivalent representative of a limited liability company before the Internal Revenue Service) and in any similar
capacity under state or Iocal law.
3.8 Attorney in Fact. Any Manager may make, constitute and appoint one or more
individuals to serve as its true and lawful attorney(s) in fact in name, place and stead, and such attorney(s) in fact
shall have full power and authority to manage the affairs of the Company and to make all decisions with respect to
such management as provided herein and as provided within the instrument making such appointment.
3.9 Officers. The Manager(s) may, by unanimous vote, delegate all or some of their
authority to manage the business and affairs of the Company to one or more Officers, who may, but are not
required to, be a Member(s) or Manager(s) of the Company. In the event that Officers are appointed, the
following provisions shall apply. The Officers of the Company shall be a President, two (2) Vice Presidents and a
Secretary. The Company may also have such other Officers as may be appointed by the Manager(s). Any
number of offices may be held by the same person, except that the post of Secretary and President shall not be
held by the same individual. The Officers of the Company shall be elected by a majority vote of the Manager(s)
and each shall serve at the pleasure of the Manager(s). Election or appointment of any Officer shall not of itself
create a contract right. Officers of the Company shall receive such compensation as the Manager(s) may approve
from time to time. Any Officer may be removed, either with or without cause, by the Manager(s), at any meeting
thereof, or by any Officer upon whom such power of removal may be conferred by the unanimous vote of the
Manager(s). Any Officer may resign at any time by giving written notice to the Manager(s) and such resignation
shall take effect upon the receipt of such notice or at any later time specified therein. A vacancy in any office
because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner
prescribed in this Agreement. The Officers appointed and elected by the Manager(s) shall manage the Company's
operations under the direction and supervision of the Manager(s), as further described below and as limited by
Section 3.3.
(a) The President shall be the chief executive officer of the Company and shall,
subject to the control of the Manager(s), have general supervision, direction
and control of the day-to-day business and'the`Officers of -the Company: The
President shall have the general powers and duties of management and shall
have such other powers and duties as may be from time to time assigned by the
Manager(s) of the Company.
(b) In the absence or disability of the President, the Vice President(s) in order of
their rank as fixed by the Manager(s), or, if not ranked, a Vice President
designated by the Manager(s), shall perform all the duties of the President, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the President. The Vice President shall have such other
powers and perform such other duties as from time to time may be prescribed
for them respectively by the Manager(s), the President, or this Agreement.
(c) The Secretary shall keep or cause to be kept at the principal office a book of
minutes of all meetings and actions of the Members, Managers, and Officers,
with the time and place of holding such meetings, the names of those present,
and the proceedings thereof. The Secretary shall keep or cause to be kept at
the principal office copies of this Agreement, an updated list of all Members
and their respective Membership Interests and addresses, all Managers and
their respective addresses, and all Officers and their respective addresses. The
Secretary shall give notice, or cause notice to be given, to all meetings for
which notice is required. If the Secretary fails to act notice may be given by
any other Officer of the Company. The Secretary shall maintain records of the
mailing or other delivery of notices and documents to Members, Managers,.
and Officers as prescribed by this Agreerncntor the .Members...
OPERATING AGREEMENT - Page 5

The Officers appointed and elected by the initial Manager, including the President, the Vice Presidents, and the
Secretary, are identified and listed on Schedule 1 attached hereto. A Statement of Authority listing the Officers
appointed and elected by the Manager(s) may be filed with the Idaho Secretary of State pursuant to Idaho Code
Section 30-25-302(a). The rank of the Vice Presidents is fixed by the order in which they are listed on Schedule
1. Upon the death, resignation or removal of an Officer, the Manager(s), upon the filling of the vacancy created
thereby, shall amend this Agreement by replacing Schedule 1 attached hereto with an updated list of all such
Officers and may file an updated Statement of Authority with the Idaho Secretary of State reflecting the change in
Officers.
3.10 Special Circumstances. In the event that Gary R. Hawkins is the sole Member of the
Company, then upon his death or the entry of an order by a court of competent jurisdiction adjudicating him
incompetent to manage his estate, and notwithstanding Section 3.9(a) herein, the President shall automatically
cease to be the Manager and Matt Hawkins shall automatically become the Manager of the Company and as the
Manager shall have the power and authority to manage the affairs of the Company and to make all decisions with
respect to such management and the general supervision, direction and control of the day-to-day business activities
of the Company as expressly stated within Article 3 herein.
4. MEMBERS
4.I Limitation of Liability. Each Member's liability to third parties shall be limited to the
maximum extent permitted by applicable law.
4.2 Company Debt Liability. A Member shall not be personally liable for any debts or
losses of the Company beyond his respective Capital Contributions and any obligation of the Member under
Section 7.2 to make Capital Contributions, except as otherwise required by law.
4.3 Approval by All Members. The sale, exchange, or other disposition of all, or
substantially all, of the Company's assets (other than in the ordinary course of the Company's business), which is
to occur as part of a single transaction or plan, and/or merger, conversion or domestication of the Company,
and/or undertaking of' any act which is outside the ordinary course of the Company's business, and/or amendment
to the Agreement, must first be approved by a unanimous vote of all Members.
4.4 Company Books. In accordance with Section 10 herein, the Manager(s) shall maintain
and preserve, during the term of the Company, and for eight (8) years thereafter, all accounts, books, and other
relevant Company documents; provided however, the Company shall retain copies of its tax returns indefinitely.
Upon reasonable request, each Member shall have the unrestricted right, during ordinary business hours, to
inspect and copy such Company documents at the requesting Member's expense.
4.5 Priority and Return of Capital. Except as may be expressly provided in Section 9, no
Member or Transferable Interest holder shall have priority over any other Member or Transferable Interest
holder, either as to the return of Capital Contributions or as to profits, losses, or distributions; provided that this
Section shall not apply to loans (as distinguished from Capital Contributions) which a Member or Transferable
Interest holder has made to the Company.
4.6 Member Authority. No Member shall have any power or authority to bind the
Company unless the Member is the sole member of the Company, or to the extent that more than one Member
exists, the Member has been given written authorization from the Members to act as an agent of the Company,
5. INDEPENDENT ACTIVITIES
Notwithstanding the existence of this Agreement, each Member and Manager, and its Affiliates,
may engage in whatever activities they choose, whether the same be competitive with the Company or otherwise,
OPERATING AGREEMENT - Page 6

without having or incurring any obligation to offer any interest in such activities to the Company or any Member.
Neither this Agreement nor any activity undertaken pursuant hereto shall prevent a Member, Manager or its
Affiliates from engaging in such activities, or require a Member, Manager or its Affiliates to permit the Company
or any other Member to participate in any such activities, and as a material part of the consideration for the
Members' execution hereof, each Member hereby irrevocably waives, relinquishes and renounces any such right
or claim of participation.
6, ACTIONS WITHOUT NOTICE, WITHOUT MEETING, OR BY TELEPHONE
6.1 Meeting of all Members. Meetings of the Members may be held atany place
designated by the Members. If no place is so specified, Member meetings shall be held at the Company's
principal office, Notwithstanding any other provision of this Agreement, if all Members are present in any
location and desire to hold a meeting, such meeting shall be valid without call or notice, and any lawful action
taken at such meeting shall be the action of the Members.
6.2 Action Without Meeting. Any action requiring the Majority Vote of the Members may
be taken without a meeting of all of the Members,
6.3 Meetings by Telephone. Meetings of the Members may be held by telephone
conference or by any other means of communication by which all participants can hear each other simultaneously
during the meeting, and such participation shall constitute presence in person at the meeting,
7. CAPITAL
7.1 Capital Contributions, Each Member has made the following initial Capital
Contribution to the Company:
Gary R. Hawkins
7.2 Additional Capital.
$500.00
$500.00
(a) Except as set forth in this Section 7.2(a), no Member shall be required or
permitted to make any Capital Contributions. In the event that at any time, pursuant to a unanimous vote
of the Members, the Members determine that additional funds in excess of the Capital Contributions and
Capital Transaction Proceeds are required by the Company for its business or any of its obligations,
expenses, costs, liabilities or expenditures, or for improvements with respect to any Company property,
which cannot otherwise be financed on commercially reasonable terms by an outside lending institution, as
determined upon the Majority Vote of the Members, the Members may contribute such additional funds.
(b) hn the event that a Member ("non-contributing Member") elects not to
contribute additional funds pursuant to subparagraph (a), the other Members ("contributing Members")
may contribute such additional funds, in which case the advance shall be deemed a loan by the
contributing Member(s) to the non-contributing Member(s), bearing interest at the greater rate of 10
percent or the prime rate published in the Wall Street Journal, from time to time, plus 4 percentage points,
per annum from the date the advance is made, and, to the extent of such advance, plus interest, any
distributions of Net Operating Cash Flow or Capital Transaction Proceeds otherwise due to the non-
contributing Member shall instead be paid to the contributing Member(s) who made such contribution.
7.3 Interest on Capital Contributions. No interest shall be paid on Capital Contributions,
except as provided in Section 7.2(b) herein.
OPERATING AGREEMENT - Page 7

7.4 Loans. The Company may borrow money from any Member upon such commercially
reasonable terms and conditions as may be approved by unanimous vote of the Members.
8. INCOME AND LOSS ALLOCATIONS
8.1 Basic Allocations. The taxable income and loss (and every item of income, deduction,
gain or loss entering into the computation thereof) and credits of the Company, for each Fiscal Year of the
Company, shall be initially allocated as follows:
Gary R. Hawkins 100%
8.2 Section 704(c) Allocations, Notwithstanding the provisions of Section 8.1, and in
accordance with Code Section 704(c) and the regulations thereunder, income, gain, loss and deduction with
respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated
among the Members so as to take account of any variation between the adjusted basis of such property to the
Company for federal income tax purposes and the fair market value of such property on the date it was
contributed to the Company.
8.3 Qualified Income Offset. In the event any Member unexpectedly receives any
adjustments, allocations or distributions described in Reg, §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or
1,704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an
amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Deficit of such
Member as quickly as possible, provided that an allocation pursuant to this Section 8.3 shall be made only if and
to the extent that such Member would have an Adjusted Deficit after all other allocations provided for in this
Section 8 have been tentatively made as if this Section 8.3 were not in the Agreement.
8.4 Allocations to Reflect Economic Arrangement of Members. Notwithstanding the
provisions of Section 8.1 requiring Company income and losses to be allocated in accordance with the Members'
Membership Interest, the Members understand that special allocations of Company tax items, including but not
limited to income, gain, loss, credits and deductions, may be necessary to accurately reflect the underlying
economic arrangement of the Members. In the event one or more Members believe that such an allocation is
necessary, the Manager(s) shall present the allocation for approval by a Majority Vote of the Members.
9. DISTRIBUTIONS
9.1 Operating Distributions. Net Operating Cash Flow shall be distributed to the Members
in proportion to their percentage shares in the Membership Interests at such times as the Members shall
determine. Notwithstanding anything herein to the contrary, no Distribution shall be declared and paid if such
Distribution shall violate the limitations on Distributions set forth in the Act.
9.2 Distributions of Capital Transaction Proceeds, Capital Transaction Proceeds shall be
distributed to the Members in proportion to their percentage shares in the Membership Interests at such times as
the Members shall determine.
9.3 Liquidating Distributions. Upon the dissolution and winding up of the Company
pursuant to Section 14, after providing for the satisfaction of any of the remaining debts of the Company and all
other expenses of liquidation, the Members shall distribute the Net Liquidation Proceeds in accordance with their
positive capital account balances, after giving effect to all contributions, distributions and allocations for all
periods prior to dissolution. Such distributions shall satisfy the requirements of Reg. § 1.704-1(b)(2)(ii)(b)(2), as
the same may be amended,
10. BANK ACCOUNTS, BOOKS AND RECORDS, ACCOUNTING, AND TAX ELECTIONS
OPERATING AGREEMENT - Page 8

10.1 Bank Accounts. The Members shall open and maintain in the name of the Company a
bank account or accounts in which shall be deposited all funds of the Company. Withdrawals from such account
or accounts shall be made upon the signature or signatures of such person or persons as the Members shall
designate.
10.2 Method of Accounting. The Members shall keep, or cause to be kept, full and accurate
records of all transactions of the Company in accordance with sound accounting principals, using the accrual
method of accounting. The Members may change the Company method of accounting to a different method of
accounting if they determine that such a change is in the best interests of the Company. The maintenance of
capital accounts shall satisfy the requirements of Reg, § 1.704-1(b)(2)(iv), as the same may be amended.
10.3 Books and Records. All books and records of the Company shall, at all times, be
maintained in the principal office of the Company, and shall be open during reasonable business hours for the
reasonable inspection and examination by the Members or their authorized representatives. The Manager(s) shall
maintain books and records of the Company separate from the books and financial records of the Members and
any Affiliate of the Members, and shall take all actions which are necessary or appropriate for the continuation of
the Company's valid existence as a limited liability company under the Act, or under the laws of any other
jurisdiction in which the Company is doing business, in order to protect the limited liability of the Members and
to enable the Company to continue to conduct the business in which it is engaged.
10.4 Federal Income Tax Returns. The Members shall prepare, or cause to be prepared,
federal and state income tax returns for the Company.
10.5 Other Report and Statements. Monthly, and at other times desired by a Majority Vote
of the Members, detailed statements shall be prepared by the Manager(s), or by the certified public accountant
then servicing the Company, which statements shall show all income, receipts, expenses and costs in connection
with the Company,
11. . ADMISSION _OF NEW MEMBER
11.1 Requirements. A new Member may be admitted to the Company only by unanimous
vote of the Members, and thereafter shall possess a Membership Interest. Each new Member shall be admitted
only upon execution, and written acceptance of all of the terms and provisions of this Agreement, as amended
through the time of admission. A duly admitted Member's Capital Contribution and percentage Membership
Interest shall be set forth in an executed amendment to this Agreement. The spouse of a Member shall not be
deemed a Member, regardless of whether such spouse has executed this Agreement and regardless of any
community property interest such spouse may have in a Member's Membership Interest, unless the requirements
of this Section are hereafter satisfied.
11.2 Absence of Consent. In the event that such a consent is not granted, the transferee shall
not possess a Membership Interest, but only a Transferable Interest,
12. DISSOCIATION AND DISPOSITIONS OF INTERESTS
12.1 Lifetime Dispositions. Except as expressly provided in this Section 12.1, no owner of
a Membership Interest or Transferable Interest ("Interest") shall transfer, sell, assign, pledge, encumber or
otherwise dispose of his or her Interest now owned or hereafter acquired without the unanimous written consent of
the Members, which may be withheld in their sole discretion, Transfers for estate planning purposes to family
members of a Member, entities owned in whole or in part by family members of a Member, or trusts created for
the benefit of the Member's family are hereby consented to by the Members in advance, but such transferees shall
only hold a Transferable Interest unless further consent is given pursuant to Section 11.1.
OPERATING AGREEMENT - Page 9

(a) Right of First Refusal. In the absence of the unanimous written consent of the
other Members, if a holder of an Interest desires to transfer or sell its Interest to a third party, it shall
first offer, in writing, to sell its Interest to the parties set forth below for the same price and terms
offered by the third party. The written offer submitted to such parties shall contain the name or names of
the prospective purchaser and the offered price and terms of purchase.
(i) Option to Company, The Interest shall first be subject to an option on
the part of the Company to purchase all or part of such Interest, which option shall be exercised
if at all, within a period of 30 days following the receipt of the selling Interest holder's offer.
The Company's election to purchase all or part of such Interest shall be made, if at all, upon the
unanimous vote of the non -selling Interest holders.
(ii) Option. to Remaining Members. If the Company fails to
exercise its option with respect to all or any part of the Interest, then the same shall be offered
for sale and shall be subject to an option on the part of the other Members to purchase, which
option shall be exercised, if at all, within 15 days after the expiration of the 30-day period
granted the Company, The other Members may divide the interest of the selling Interest holder
in such manner as they shall mutually agree, and any of them may elect not to participate in the
purchase, If they do not otherwise agree, the interest of the selling Interest holder shall be
divided among the Members participating in the purchase in proportion to their respective
Membership Interests at the time the offer is made. To exercise the right to purchase, written
notice shall be given to the selling Interest holder by the individual purchasing Members.
(iii) Terms. The Company or the purchasing Members, as the
case may be, shall make payment for the Interest either (a) according to the payment terms and
condition of the proposed transfer to the third party or (b) by the execution and delivery of a
promissory note payable to the selling Interest holder, whichever option the purchasing Member
may choose. The promissory note shall bear interest at the prime rate on the date of the transfer
and shall be secured by the Interest purchased. The principal of the note shall be payable,
together with interest accrued as of the date of each installment payment in ten (10) equal annual
installments, commencing on the first anniversary of the transfer.
(iv) Failure to Exercise Option. In the event the Interest offered
is not purchased by the above parties, then all restrictions imposed under Section 12.1 shall
terminate with respect to the then proposed disposition; provided, however, that, if such
disposition is not made within 30 days following the expiration of the 15-day option period
granted the other Members under subparagraph (ii) above, then the restrictions imposed under
Section 12.1 shall once again become applicable,
(v) Transferee's Status. In the event the Interest offered is
purchased by a party other than a Member, the transferee shall become a Member with a
Membership Interest only by admission in accordance with the provisions of Section 11.
Otherwise, such transferee shall possess only a Transferable Interest.
(vi) Failure to Comply. Any disposition or attempted disposition
of an Interest, or any part thereof, not in compliance with this Section 12, shall be null and void
ab initio, and need not be recognized by the Company.
12.2 Dissociation.
(a) Events of Dissociation. A Person shall cease to be a Member upon the
happening of any of the following events:
OPERATING AGREEMENT - Page 10

(i) the voluntary withdrawal of a Member (which shall not constitute a
violation or breach of this Agreement);
Section 12.1.
(ii) a disposition of a Member's Membership Interest in contravention of
(iii) the Member (A) has become the subject of an Order for Relief under
the United States Bankruptcy Code, or (13) has initiated as to such Member, in any state
insolvency or receivership proceeding, either in an original proceeding or by way of an answer,
an action for liquidation arrangement, composition, readjustment, dissolution, or similar relief;
(iv) in the case of a Member who is a natural person, the death of the
Member or the entry of an order by a court of competent jurisdiction adjudicating the Member
incompetent to manage the Member's estate;
(v) in the case of a Member who is acting as a Member by virtue of being
a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(vi) in the case of a Member that is a separate organization other than a
corporation, the dissolution and commencement of winding up of the separate organization;
(vii) in the case of a Member that is a corporation, the filing of a certificate
of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(viii) in the case of an estate, the distribution by the fiduciary of
the estate's entire interest in the limited liability company.
(b) Purchase of Dissociated Member's Membership Interest. Upon the
dissociation of a Member, when the remaining Members by Majority Vote elect to continue the business
of the Company, the remaining Members by Majority Vote shall elect between one of the following
alternatives:
(i) the disassociated Member's Membership Interest shall be purchased
by the Company for a purchase price equal to the aggregate fair market value of the Member's
Interest determined according to the provisions of subsection (c) below. The purchase price of
such interest shall be paid by the Company to the Member in cash within sixty (60) days of
determination of the aggregate fair market value or, at the Company's option, said debt may be
evidenced by a promissory note bearing interest at the prevailing prime rate at the time of the
dissociation, payable in ten (10) equal annual installments commencing on the first anniversary
of the event of dissociation and consisting of principal and interest accrued as of the date of each
installment. The promissory note shall be secured by the Membership Interest purchased; or,
(ii) the transferee of the dissociated Member's interest shall be treated as
a Member holding a Membership Interest rather than the holder of merely a
Transferable Interest. The election to treat the transferee as a Member shall be made
by Majority Vote of the remaining Members, any contrary provisions in Section 11
notwithstanding.
Such election shall be made within ninety (90) days after the remaining Members learn of the event of
dissociation, otherwise the remaining Members shall be deemed to have selected the alternative set forth
in subsection (ii) above. If the event of dissociation does not involve a transfer of the dissociated
Member's interest, however, the remaining Members shall be deemed to have selected the alternative set
forth in subsection (i) above.
OPERATING AGREEMENT - Page 11

(c) Purchase Price of Dissociated Member's Membership Interest. The fair
market value of a Member's Interest to be purchased by the Company pursuant to this section shall be
determined by agreement between the dissociated Member (or the dissociated Member's legal
representative or the transferee of the dissociated Member's Membership Interest, as the case may be)
and the Company, which agreement is subject to approval by the remaining members. If the dissociated
Member (or the transferee of the dissociated Member's Membership Interest, as the case may be) and the
Company cannot agree upon the fair market value of such Membership Interest within thirty (30) days,
the fair market value thereof shall be determined by appraisal, the Company and the dissociated Member
each to choose one appraiser and the two appraisers so chosen to choose a third appraiser. For this
purpose, the fair market value of the dissociated Member's Membership Interest shall be computed as the
amount which could reasonably be expected to be realized by such Metnber upon the sale of the
Company's assets in the ordinary course of business at the time of dissociation. The decision of a
majority of the appraisers as to the fair market value of such Membership Interest shall be final and
binding and may be enforced by legal proceedings. The dissociated Member and the Company shall each
compensate the appraiser appointed by it and the compensation of the third appraiser shall be borne
equally by such parties.
(d) Damages. The provision set forth herein shall not effect any claim for
damages the Company may have against the dissociated Member if such dissociation is in violation of
this Company Agreement. The Company shall have the right to offset any payments due under this
Article by any damages that the Company may incur as a result of a dissociation of a Member in
contravention of this Agreement.
12.3 Dispositions to Other Members. Transfers of interests between Members shall not
require the consent of the other Members, and the entire interest held by the transferee Member shall be deemed
to be a Membership Interest. If, upon the death of a Member, the Membership Interest of that Member is to be
transferred completely to other Members of the Company, then the death of that Member shall not operate as an
event of dissociation, and each transferee shall thereafter be treated as a Member holding a Membership Interest
equal to the combination of the Membership Interest previously held by that transferee and the Membership
Interest transferred to that transferee. Following the incompetency of a Member, so long as another Member is
appointed as a guardian of the estate of the incompetent Member, the incompetency shall not operate as an event
of dissociation,
13. INDEMNIFICATION AND LIMITATION OF LIABILITY
13.1 Indemnity of the Members, Officers, Employees and Other Agents. The Company
shall indemnify, defend and hold harmless its Members, Managers, and Officers to the fullest extent permitted by
law.
13,2 Limitation of Liability of Members. The Members of the Company shall not be liable
for losses or damages for conduct as Members except to the extent that the Act, as it now exists or may hereafter
be amended, prohibits elimination or limitation of Member liability. No repeal or amendment of this Section or
of the Act shall adversely affect any right or protection of a Member for actions or omissions that occurred prior
to the repeal or amendment of this Section.
13.3 Standard of Conduct for Managers and Officers. No Manager or Officer shall be liable
to the Company or to any Member for any loss or damage sustained by the Company or any Member. unless the
loss or damage shall have been the result of gross negligence or willful misconduct of the Manager of Officer.
The Manager(s) and Officers of the Company shall not be liable to third parties for losses or damages for conduct
as a manager or officer except to the extent that the Act, as it now exists or may hereafter be amended, prohibits
elimination or limitation of such liability. The Company shall indemnify the Manager (and the Officers) as
provided by Idaho Code Section 30-25-408 and any subsequent amendment thereto.
OPERATING AGREEMENT - Page 12

14. DISSOLUTION
14,1 Events of Dissolution. The Company shall be dissolved and, its business wound up,
upon the earliest to occur of the following events:
(a) The written consent of all the Members; or
(b) Upon an event of dissociation as set forth in Section 12.2 unless the business
of the Company is continued by the Majority Vote of the remaining Members within ninety (90) days of
the event of dissociation. If the remaining Members do not by Majority Vote elect to dissolve the
Company, the continuation of the business of the Company shall be deemed to have been approved by
Majority Vote of the remaining Members.
14.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company,
the Members shall proceed to wind up the business of the Company in an orderly manner, liquidating its assets,
and satisfying the claims of its creditors, and the Members shall take no action that is inconsistent with, or not
necessary to or appropriate for, the winding up of the Company's business and affairs. The Members shall be
responsible for overseeing the winding up and liquidation of the Company, shall take full account of the
Company's liabilities and assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining
the fair value thereof, and shall cause the Net Liquidation Proceeds to be distributed in accordance with Section
9.3.
15. MISCELLANEOUS
15.1 Notices. Any notice, consent, election or other communication required or permitted
under this Agreement shall be deemed given when personally delivered, sent by telefacsimile transmission,
deposited with an established overnight courier service (such as Fed Ex), or when deposited in the United States
Mail as first class certified or registered mail, postage prepaid; provided, however, any notice sent by United
States Mail to a person at a location outside the state from which the notice is mailed shall not be deemed given
until 72 hours after the date deposited in the United States Mail, postage prepaid. Any party may change its
notice address by notifying the other party in writing prior to giving any notice hereunder,
15.2 Integration. This Agreement sets forth all (and is intended by all parties hereto to be an
integration of all) of the promises, agreements, conditions, understandings, warranties and representations among
the parties hereto with respect to the Company, the Company business and the Company assets, and there are no
promises, agreements, conditions, understandings, warranties or representations, oral or written, express or
implied, relating to the Company or its assets, except as set forth herein.
15.3 Severability. This Agreement is intended to be performed in accordance with, and only
to the extent permitted by, all applicable laws, ordinances, rules and regulations, If any provision of this
Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be
invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons
or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
15.4 Application of Idaho Law. This Operating Agreement, and the application or
interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Idaho, the Code
and the Regulations.
15.5 Classification for Federal Income Tax Purposes. It is the intent of the Members that
the limited liability company hereby formed is to be taxed as a partnership for federal income tax purposes. To
this end, the Members have executed this Agreement with the understanding that the provisions hereof will cause
the Company to be classified as a partnership for federal income tax purposes. Thus, any other provision hereof,
notwithstanding all provisions hereof shall be interpreted consistent with this intent and, ifany provision, or
provisions, hereof would cause the Company to be taxed as an association taxable as a corporation for federal
OPERATING AGREEMENT - Page 13

income tax purposes, said provision or provisions shall be void and Ibis Agreement shall be construed to contain
provisions similar to said void provision or provisions to the extent that said inclusion does not cause the
Company to be taxed other than as a partnership for federal income tax purposes.
15,6 Waivers. The failure of any party to seek redress for violation of or to insist upon the
strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which
would have originally constituted a violation, from having the effect of an original violation.
15.7 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions, and
agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent
permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.
15.8 Creditors. None of the provisions of the Operating Agreement shall be for the benefit
of or enforceable by any creditors of the Company.
15.9 Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and the counterparts shall together constitute one and the same agreement,
notwithstanding the fact that all of the parties did not sign the same counterpart.
15.10 Captions. The headings and captions herein are inserted solely for the purpose of
convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction of
any term or provision hereof,
15,11 Amendment. Neither this Agreement nor the Certificate of Organization for the
Company shall be altered or amended except by unanimous vote of the Members. Any such amendment shall be
in writing and executed by all Members.
MEMBER
MANAGER
OPERATING AGREEMENT - Page 14

SCHEDULE DULE 1
OFFICERS OF THE COMPANY
President
Brian Huffaker
855 W, Broad St., Suite 300
Boise, Idaho 83702
Vice President
Kelly Grange
855 W. Broad St., Suite 300
Boise, Idaho 83702
Vice President
Matt Hawkins
1141 W 2400 S
West Valley City, UT 84119
Secretary
Rob Dickinson
855 W. Broad St., Suite 300
Boise, Idaho 83702
OPERATING AGREEMENT - Page 15

North Carolina Secretary of State Search Results Page 1 of 2
• File an Annual Report/Amend an Annual Report • Upload a PDF Filing • Order a Document Online •
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an Amended a Annual Report form
Limited Liability Company
Legal Name
GRHH Performance Steele Creek LLC
Information
Sosld: 2017752
Status: Current -Active 0
Date Formed: 7/28/2020
Citizenship: Foreign
State of Incorporation: ID
Annual Report Due Date: April 15th
CurrentAnnual Report Status:
Registered Agent: Legalinc Corporate RA Services Inc.
Addresses
Reg Office Reg Mailing
8480 Honeycutt Road, Ste 200 #V295 8480 Honeycutt Road, Ste 200 #V295
Raleigh, NC 27615 Raleigh, NC 27615
Mailing Principal Office
855 W. Broad Street, Suite 300 855 W. Broad Street, Suite 300
Boise, ID 83702 Boise, ID 83702
Company Officials
All LLCs are managed by their managers pursuant to N.C.G.S. 57D-3-20.
Manager
GRH Management LLC
855 W Broad Street, #300
Boise ID 83702
https://www.sosnc.gov/online_services/search/Business_RegistrationResults 5/11/2021

North Carolina Secretary of State Search Results Page 2 of 2
https://www.sosnc.gov/online_services/search/Business Registration Results 5/11/2021