HomeMy WebLinkAbout2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance t. ORANGE COUNTY EMERGENCY SERVICES
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APPLICATION FOR SERVICE FRANCHISE
Franchise Application Category
(A separate application must be completed for each general category of service.)
Convalescent Transport Services Rescue Services
❑MS Transport n Confined Space (For OCES use only)
®'BLS Transport n Extrication
Emergency Services ❑ Heavy Rescue Date Received:
❑ BLS Supplemental Transport ❑ High/Low Angle
H BLS System Surge Transport ❑ Swift Water
❑ BLS Special Event Transport n Trench Collapse
❑ Medical Responder Non-transport [1 Underwater
❑ EMT Non-transport l—I Wilderness Search & Rescue
Name of Applying Organization: LifeStar Emergency Services-2023, LLC
Primary Local Business Address:TBD
Local Address City/State/Zip: TBD
Telephone number at local base of operations: TBD
Name of Owner/Contact Person: Michael Lee Hoots
Contact Email Address:
MHoots@LifeStar911 .com
Main Office/Owner/Contact Person Address: 3475 Myer Lee Drive
Main Office City/State/Zip: Winston-Salem, NC 27101
Telephone number at main office: (336) 722-5433
Operating Business/Trade Name: LifeStar Emergency Services
Application Attachments Required
(See Orange County Franchise Ordinance for Additional Details)
*Place a check mark in the check-box to indicate that the attachment has been included in the application.
1. [ Certified copy of an assumed name certificate if applicant does business under a trade
de
name AND trade name does not appear on the Articles of Incorporation or Charter.
2. L:0 Certified copy of Articles of Incorporation and/or Charter.
3. Applicant's resume' of training and experience for the applicable service.
4. A full description of the type and level of service to be provided including the location
of the place or places from which it is intended to operate, the manner in which the public will be able to
obtain assistance and how the vehicle will be dispatched.
5. Financial statement pertaining to (proposed) operations in Orange County..
6. M/
A list of radio frequencies the applicant is authorized to operate on, and a copy of the .
FCC license(s) in the name of the person providing the service.
7. I/. A description of the applicant's capability to provide twenty-four hour coverage, seven
days per week for the district covered by the franchise applied for.
8. ICI pe An accurate estimate of the minimum and maximum times for a response to calls
within the district covered by the franchise applied.
9. A written plan detailing how the applicant will furnish credentialed personnel and a
current ster of all credentialed personnel with a list of their credentials.
10. A copy of the applicant's written standard operating procedures including but not
limited to the management of equipment, supplies, and medications.
11.riV Copy of organization by-laws (if applicable).
12. LJ Roster of all members and employees, including name, address, and NCDL number.
13. V List all vehicles owned and operated by applicant.
14. W17-
Proposed fee schedule for service in Orange County.
CERTIFICATIONS
*Provide initials in each certification blank to indicate agreement to each statement
I certi on behalf of the named franchise applicant the following:
�� 1. That the information contained within and any attachments provided is true and correct and
�a to the best of my knowledge;
R2. That the franchise applicant is compliance with North Carolina General Statutes 131E, Article
7;
A � 3. That the applicant shall provide notices to Orange County Emergency Services of any
changes to the information provided in this Application within five (5) days of any changes
and/or any relinquishment of the franchise;
ii___4. That I am the duly authorized agent of the Board and have been authorized to submit t his
application and certification to the Orange County; and
/gf,15. That any information found to be false or misleading may be grounds for termination of the
,if g Y g
franchise and the franchise agreement.
Authorizing Name/Title: 6'rl i�G1 a9J tee d o s I O f treU'f r
Authorizing Signature: det.� /4/ , Date: //2`-A
List all Vehicles Owned and,0•erated b the A• •licant
Vehicle# Year Make Model ' VIN# hic.# ; Mileage
Please see next page for List of Vehicles
■
FOR OCES USE ONLY
Reviewed by: Date Filed:
Approved by BOCC: Expiration Date:
List all Vehicles Owned and Operated by the Applicant
Vehicle# Year Make Model Vin# Lic.# Mileage
LS1 2000 Ford E350 1FDXE45F5YHA80697 BLS-9248 301,526
LS2 2002 Ford E350 1FDWE35F12HB51892 YXT-6847 423,774
LS3 2003 Ford E350 1FDWE35F63HB16573 YXT-6846 414,968
LS4 2004 GMC GMC 3500 1GDJK34164E115581 ZNY-2484 286,306
LS5 2003 Ford E350 1FDSS34F93HA79995 ZPZ-4391 346,337
LS6 2003 Ford E350 1FDSS34F53HA97247 ZPZ-4392 336,938
LS7 2001 Ford E350 1FDXE45F11HB00112 ZXC-5674 328,070
LS8 2000 Ford E350 1FDXE45F3YHA26962 ZYF-9063 317,993
LS9 2001 Ford E350 1FDWF37F31EB58868 ZYF-9062 231,269
LS10 2006 Ford E450 1FDXE45P36DB41882 AFR-7304 274,354
LS11 2003 Ford E450 1FDXE45F03HB64046 AFR-7305 242012
LS12 2006. Ford E450 1FDXE45P66DA44191 AJL-5967 291,026
LS13 2010 Mercedes-Benz Sprinter WD3PE7CCXA5461929 CKP-8499 288,104
LS14 2002 Ford E450 1FDXE45F52HA63003 DCK-5163 110,418
LS15 2012 Mercedes-Benz Sprinter WD3PE7CC9C5665267 BDK-2584 208,071
LS16 2009 Chevrolet EXPRESS 1GBHG396391154298 CAL-5129 164,536
LS17 2009 Chevrolet EXPRESS 1GBHG396491132911 . CBY-9957 119,418
LS18 2013 Mercedes-Benz Sprinter WD3PE7CC3D5804987 DEY-6972 59,426
LS19 2013 Mercedes-Benz Sprinter WD3PE7CC1D5804986 DEZ-1532 44,392
LS20 2000 Ford E450 IFDXE45FX2HA62591 DJW-6728 47,944
LS21 2008 Chevrolet G4500 1GBJG316X81190307 DKJ-6555 69,053
LS22 2015 Mercedes-Benz Sprinter WDAPE7CD7GP194893 EAV-3159 9368
LS23 2015 Mercedes-Benz Sprinter WDAPE7CD9GP190991 EAV-3160 10,022
LS30 2003 Ford E350 1FDWE35F03HB77028 YXT-6845 351,289
Attachment 1 Assumed rtificate
Please see Article of Organization in Attachment 2.
•
Application for Ambulance Franchise
Orange County,North Carolina ________
Attachment Articles of
Incorporation
NORTH CAROLINA
' a _ Department of the Secretary of State
To all whom these presents shall come, Greetings:
I,Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify
the following and hereto attached to be a true copy of
ARTICLES OF ORGANIZATION
OF
LIFESTAR EMERGENCY SERVICES -2023,LLC
the original of which was filed in this office on the 13th day of September, 2016.
IN WITNESS WHEREOF,I have hereunto set my
" _ `1,s st =��r+` hand and affixed my official seal at the City of
* , A i o. .or Raleigh,this 13th day of September,2016.
'0-, x_e>\\ re' • ligi;te, Imaolaie
Scan to verify online.
Certification#C201625600400-1 Reference#C201625600400-1 Page:1 of 3 Secretary of State
Verify this certificate online at http://www.sosnc.gov/verification
Application for Ambulance Franchise
Orange County,North Carolina LIErSTAti__
State of North Carolina
Department of the Secretary of State
Limited Liability Company
ARTICLES OF ORGANIZATION
Pursuant to§57D-2-20 of the General Statutes of North Carolina,the undersigned does hereby submit these
Articles of Organization for the purpose of forming a limited liability company.
I. The name of the limited liability company is: LifeStar Emergency Services -2023, LLC
(See Item lof the Instructions for appropriate entity designation)
2. The name and address of each person executing these articles of organization is as follows:(State
whether each person is executing these articles of organization in the capacity of a member,organizer
or both. Note: This document must be signed by all persons listed.)
Michael Lee Hoots
1621 Conrad-Sawmill Rd
Lewisville, NC 27023
3. The name of the initial registered agent is: Michael Lee Hoots
4. The street address and county of the initial registered agent office of the limited liability company is:
Number and Street 1621 Conrad-Sawmill Road
City Lewisville State:NC Zip Code:27023 County: Forsyth
5. The mailing address,if different from the street address,of the initial registered agentoffice is:
Number and Street
City State:NC Zip Code: County:
6. Principal office information: (Select either a or b.)
a. ❑The limited liability company has a principal office.
The principal office telephone number:
The street address and county of the principal office of the limited liability company is:
Number and Street
City State: Zip Code: County:
CORPORATIONS DIVISION P.O.Box 29622 RALEIGH,NC 27626-0622
(Revised January 2014) 1 (Form L-01)
Certification#C201625600400-1 Reference#C201625600400-Page:2 of 3 -
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR*
The mailing address,if different from the sheet address, of the principal office of the company is:
Number and Street
City State: Zip Code: County:
b. 0 The limited liability company does not have a principal office.
7. Any other provisions which the limited liability company elects to include(e.g.,the purpose of the entity)
are attached.
Privacy Redaction
8. (Optional):Please provide a business e-mail addreE
The Secretary of State's Office will e-mail the bus-- ..W,. ».. .,,. r,,,vided above at no
cost when a document is filed. The e-mail provided will not be viewable on the website. For more M
:£
information on why this service is offered,please see the instructions for this document. CI_:,a;
9. These articles will be effective upon filing,unless a future date is specified:
This is the 12 day of September ,2016
7ee%"Ze
Signature
Michael Lee Hoots,Member and Organizer
Type or Print Name and Title
•
The below space to be used if more than one organizer or member is listed in Item#2 above.
Signature Signature
Type and Print Name and Title Type and Print Name and Title
Signature Signature
Type and Print Name and Title Type and Print Name and Title
NOTES:
1. Filing fee is$125. This document must be filed with the Secretary of State.
CORPORATIONS DIVISION P.O.Box 29622 RALEIGH,NC 27626-0622
(Revised January 2014) 2 (Form L-01)
Certification#C201625600400-1 Reference#C201625600400-Page:3 of 3
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR ___
Attachment Resumes na a nt Team
Resume f Michael Hoots, President and CEO
Michael Hoots
1621 Conrad-Sawmill Road
Lewisville, North Carolina 27023
(336)945-0400 Home
(336)416-9445 Cell
MHoots@LifeStar911.com
EDUCATION
Western Carolina University, Cullowhee, North Carolina
Master of Entrepreneurship—May 5, 2007
Western Carolina University, Cullowhee, North Carolina
Bachelor of Science-Computer Science, May 9, 1987
PROFESSIONAL EXPERIENCE
Wachovia Bank, NA, Winston-Salem,North Carolina
Team Lead—10/03 to 10/10
Senior Analyst/Programmer—4/00 to 10/03
Reported to Manager of Information Services for Wachovia Connection Plus. Spent first three years as a
Lead Technical Developer responsible for complex web design and construction. In 2003, I moved into
a Team Lead role over a team of 11 developers.
Responsibilities:
• Managed a team of developers by managing their availability for various projects that they are
involved with. Responsible for hiring, performance evaluations and various administrative
responsibilities for my team.
• Participated in full lifecycle of multiple projects from Idea Generation to Post Implementation as a
Lead Developer providing design documentation and specifications as well as construction of
components and front-end pieces using Microsoft development tools.
QualChoice of North Carolina, Inc.,Winston-Salem, North Carolina
Applications Development Analyst—6/97 to 4/00
Reported to Manager of Information Services and responsible for implementing in-house Applications
Development efforts and establishing standardized tools for development and database management.
Provided a variety of software solutions to majority of departments at QualChoice of North Carolina.
Responsibilities:
• Developed and implemented system that produces ID cards for enrollees of QualChoice. Application
is written in Microsoft Visual Basic 5.0.
• Implemented and manage new Lotus Notes 4.5 server running in Windows NT 4.0. Established and
maintain complex but clean group structure in Address Book. Migrated approximately 30 databases
and 160 users from existing Bowman Gray School of Medicine Lotus Notes server.
Application for Ambulance Franchise
Orange County,North Carolina LIFE S1'AR__
Bowman Gray School of Medicine, Winston-Salem, North Carolina
Financial Systems Analyst-4/94 to 6/97
Reported to Director of Administrative Information Systems by providing Lotus Notes database design
and administration as well as NetWare support for all Medical School executives, department
chairpersons and associated support staffs.
Accomplishments:
• Provided contract programming services to QualChoice of North Carolina during start-up.
• Designed, implemented, and maintained Lotus Notes databases to automate physician referrals,
planning procedures for Department Chairs, and patient call tracking for Customer Service.
• Provided Notes Administration on two Lotus Notes servers running in OS/2 with approximately 200
clients using a variety of platforms and network protocols.
• Managed a NetWare 3.12 LAN consisting of more than 200 users connected across a Token-Ring
network containing a wide variety of shrin2k-wrap software.
USAir, Winston-Salem, North Carolina
Programmer- 1/92 to 4/94
Associate Programmer-8/90 to 1/92
Member of the Marketing Services applications development team supporting Frequent Traveler, Sales Management,
and Consumer Affairs. Responsibilities include meeting with users, detail program design, development, coding,
implementation, and,maintenance of new and existing systems.
Accomplishments:
• Designed, developed and implemented a client/server application that monitors customer satisfaction. System
resides on an OS/2 platform and has a GUI created in Micro Focus Dialog System. Application is written in Micro
Focus COBOL and accesses data from a relational database in OS/2's<DB2/2: Hardware consists of a database server,
ii domain controller, print server,file server and 75 workstations.
• Converted existing CICS on-line and batch DB2 system for printing Federal Express airbills to a process that
downloads mainframe files using XCOM. An Airborne PC package now processes these files and creates airbills and
audit reports.
Sara Lee Knit Products,Winston-Salem, North Carolina
Programmer Analyst-7/89 to 8/90
Programmer-7/88 to 7/89
Computer Operator- 10/87 to 7/88
Team member assigned to Printables Sales and Marketing Systems team. Duties include corresponding with users,
program development, implementation, and maintenance of new and existing systems.
Accomplishments:
• Performed analysis design, development, and implementation of on-line programs for the Customer Information
System using IDEAL and DATACOM/DB.
• Assisted in creation and loading of SMARTS (Sales/Marketing Analysis Reporting and Tracking System) relational
database tables using DB2 utilities.
Application for Ambulance Franchise _
Orange County,North Carolina LIFESTAR
COMMUNITY INVOLVEMENT
Mount Tabor/Vienna Volunteer Fire Department, Pfafftown, North Carolina
Fire Fighter—1984 to 1987
North Carolina Emergency Medical Technician—1986 to Present
Captain—1987 to 2013
Corporation Member—2005 to 2009
Served the Mount Tabor and Vienna communities in a leadership role since the mid 1980's. Trained dozens of
young men and women the essentials of fire suppression and rescue technologies. Instrumental in executing the
merger of the two fire departments into one due to annexation activities of the City of Winston-Salem.
Northwest Forsyth Little League, Pfafftown, North Carolina
Manager/Coach—2001 to 2016
Board of Directors (Safety Director&Vice President of Softball)—2005 to 2010
Actively involved with teaching children the skills of softball at a tactical level. Program is in a steady growth
pattern and has realized a 75% increase in participation since accepting this responsibility. Served as Safety Director for
one year.
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR__
Hoots, Michael Lee
I - Incident Command System ICS 300
i
North Carolina Division of Emergency Management
This certificate is_awarded to
Mike Hoots
For satisfactory completion of the requirements for the
North Carolina Division of Emergency Management's class in
ICS 300.-
On this 6111 day of June, 2009
'4414
6 may_N34\ 0
Reuben F.Young,Secretary H.Douglas Hoell,Jr.,Director
N.C.Department of Crime Control&Public Safety N.C.Division of Emergency Management
i
Certificate#EM0908037 Hours:24
Chief Instructor
Application for Ambulance Franchise _i__
Orange County,North Carolina LIFE STAR
Hoots, Michael Lee
NIMS - Incident Command System ICS 400
North Carolina Division of Emergency Management
H.
1 , This certifiCateis' arded to
,:
- -, t-t awarded
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For satisfaeibti cOrh pjetiolif of therequiretnents for the
North CarolitiarpLiVisiO'n 4PEI-iierio'n.01\ipdgement's class in
Iticidelit:CommOttst0-0'zO0'.
On thii0P:clakof-Anel 2099'.
Rueben F.Young,Secretary H.Douglas Hoell,Jr.,Director
1 N.C.Department of Crime Control&Public Safety N.C.Division of Emergency Management
)
1 , Certificate#EM0906288 4‘16.;c ,jr,2/di4-,1---- Hours: 16
1 ' Chief Instructor
Application for Ambulance Franchise
Orange County,North Carolina LtiES4-Ait*
Hoots, Michael Lee
Firefighter Level H
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DEPARTMENT OF INSURANCE
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THIS IS TO CERTIFY
MICHAEL LEE HOOTS
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Application for Ambulance Franchise __I,_ .
Orange County,North Carolina LIFE STAtz___
Resume of David ivett, Operations Manager
David E. Kivett
1090 Hauser Road
Lewisville, NC 27023
(336)945-4989 Home
(336)817-9985 Mobile
Dlavett@lifeStar911.com
Education:
BS in Computer Science, NC State University, 1982-1986
High School, West Forsyth Senior High, 1980-1982
Employment History:
Lewisville Fire Department,Assistant Chief February 1999-present
Responsible for managing Rescue and Emergency Medical Services and equipment for the Lewisville Fire Department.
Duties include creating and submitting budgets. I manage paid and volunteer personal on Emergency scenes including
vehicle accidents, structure collapse, water rescue, and medical house calls. Make life and death decisions during
emergency incidents and insure that the personal carryout proper techniques to save lives. Make sure proper
documentation on all calls takes place. Work with law enforcement on investigations of accidents. Work with district
attorney and testify in court about accidents. Develop and maintain fire department website. Creating long range plans.
ioy Scouts of America, Cubmaster January 2002-present
Manage the Cub Scout program for Pack 752.This includes overseeing nine Den Leaders with oversee approximately 90
young boys. Prepare annual calendar of events and make sure events take place. Lead monthly Pack meeting programs
awarding rank advancement to young boys. This involves speaking in front of a large audience of 150-200 people.
Create and present an annual budget.
Lewisville Fire Department,Treasurer January 2001-present
January 1999-January 2000
Responsible for overseeing the day-to-day expenditures of the Fire Department. Responsible for all expenses paid
including Accounts Payable, Payroll, Payroll taxes, Benefit Administration. Create the operating budget and make the
formal requests to the county for funding via tax base. Ensure that proper employee and business tax forms are
submitted. Assisted in negotiating health benefits for the four fulltime employees. Submit tax refund forms for both
sales tax and fuel. Seek the most available income from cash on hand via low risk deposits such as CD's and Money
Market accounts. Seek loans for recent apparatus purchases, which involved getting government low interest loans
requiring special processes. Work with the auditor for the annual audit.
Application for Ambulance Franchise
Orange County,North Carolina LIFESTAR :_
Sabre, Contract Developer August 2006-June 2008
o Developer providing coding for the Airline Solutions. In addition to producing code for various projects, I also
provide estimates for future projects and consulted on previous projects: Customer Service Authorization (CSA) and
Americain Airlines Employee Travel. I assisted in Problem resolutions for system problems.
o While a developer I received training in CVS and Toolkit and assisted other employees with problems with the new
tool
o Some of the projects I was involved in: Midwest Pay for Seats, Invoice Receipt document for A4 paper stock,
Australian Goods and Service Taxes, Multiple Passenger Receipts for Ethiopian Airlines, Stand-by for Downline list
for Americian Airlines.
Sabre,Techinal Lead January 1998-August 2005
Provide technical direction for multiple projects of various sizes from two weeks to one year for customers all over the
world. This includes helping a developing project life cycle, time lines, budgets and allocating resources. Once projects
underway, oversee the timeline and work to insure project completes on time and as designed. Answer technical
questions and provide technical direction for the project. Often times this requires direct communication with the
customer to answer questions as well as provide possible solutions for enhancing the product or reducing the costs to
provide a similar end product. Produce estimates for future projects based on requirements. Involved with the writing
of Business Requirements for several customers.
Major recent accomplishments:
• American Airlines Authorized Traveler Database: Served as main technical designer for the ticketing part of this
project. Also served as the main interface with the customer handling weekly phone calls during most phases of the
project. Lead the implementation day conference call with all business groups and customers.At the conclusion the
team received excellent remarks from the customer for the implementation of the project.
• Customer Service Authorization: After meeting with American Airlines and listening to their requirements, designed
the CSA product. As a part of the design phase, I created a PowerPoint presentation, which was given to American
Airlines. This presentation walked them through every mask of the product and even showed them coupons that
were to be outputted. After approval of the design, served as the Technical Lead for the project as well as customer
contact. Product was loaded on time and customer was pleased.
▪ Customer Service Authorization: Approximately one year after American Airlines implementation of the project,
minor changes were made to the product for the implementation into the multi-host environment. Currently
assisting MH carriers with questions on product. Assisted marketing in getting approval from US Airways for CSA.
Spoke directly with customers and Paul Walters answering questions about the product. This product is currently in
US Airways finance for final approval.
Application for Ambulance Franchise
Orange County,North Carolina PFESTAR _.
USAirways,Senior Programmer/Analyst January 1987-December 1997
,'tesponsible for maintenance of Electronic Ticketing for USAirways. I was the Lead Technical designer for the product,
responsible for job assignments for 17 programmers including contractors brought in just for the project. In addition to
Electronic Ticketing, I was responsible for most of the other ticketing functions. Evaluated all new ticketing printers
being considered for the airports system. Participated in industry standard meetings for Electronic Ticketing with
carriers from all over the world. Developed enhancements to the Electronic Ticketing product and designing interfaces
to exchange Electronic Tickets with other airlines.
Major accomplishments:
• Converted ticket printer software from a character by character system to a data compression system reducing the
line traffic by 40%.
• Designed and implemented software to support both eight and 19 inch bagtags.
• Developed interface for printers at airports which use a product called CUTE(Common User Terminal Equipment).
• Designed and developed Passenger Facility Charges software, which collects fees from passengers based on airports
of travel.
• Designed, automated and developed numerous new documents utilized by the reservation system
Organizations:
Boy Scout Troop 752, Eagle Scout, 36 years, Committee Member
Winston Salem Rescue Squad Dive Team and Board of Directors
Lewisville Fire Department and Rescue Squad,Assistant Chief
Lewisville Fire Department, Board of Directors
';ub Scout Pack 752, Cubmaster
?iedmont Rescue Association Board of Directors
Application for Ambulance Franchise
Orange County,North Carolina LIFE TAR_
Kivetti David Edward
NIMS ® Incident Command System
NC DIVISION OF EMERGENCY MANAGEMENT
DEPARTMENT OF CRIME CONTROL & PUBLIC SAFETY
CertoK
cate letmon
This certificate is awarded to
Da avid Kivett
for satisfactory completion of the requirements
for the North Carolina Division of Emergency Management's
Incident Command System ICS 400
on this 27th day of April, 2008
Bryan E.Beatty,Secretary 1-1.Douglas Jr.,Director
N. .Department of Crime Control&Public '^ly N.0 Division ofEmergency Management
Contact]-Toms: 15.00
Application for Ambulance Franchise
Orange County,North Carolina LIFESLAR
Kivett, David Edward
NI MS Incident Command System
Emergency Management Institute
.09)
0
FEMA
This Certificate of Achievement is to acknowledge that
DAVID E.KIVETT
has reaffirmed a dedication to serve in times of crisis through continued
professional development and completion of the independent study course:
IS-00700
National Incident Management System
(NUM)an Introduction
Issued this 27th Day of July, 2005 / i
St hen G.Sham
0.3 CEU Director Training Division
Application for Ambulance Franchise
Orange County,North Carolina LIFESTARAF
Kivett, David Edward
- Incident Command System
Emergency Management Institute
nOrAf,n—r�G��
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FEMA
This Certificate of Achievement is to acknowledge that
DAVID E.KIVETT
has reaffirmed a dedication to serve in times of crisis through continued
professional development and completion of this course:
IS-00800
National.Response Plan(NIt7P),an Introduction
Issued this 17th Day ofJanuaty,2006
St hen G.Sharro
0.3 CEU Superintendent,Emergency Management 1n.stitute
•
Application for Ambulance Franchise
Orange County,North Carolina LTFESrAii
Kivettp David Edward
Firefighter Level II
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Application for Ambulance Franchise i
Orange County,North Carolina LtrESrwl
Resume r vis Dalton, Logistics an r
Raymond Travis Dalton
1186 Badgett Rd
King, NC 27021
336-972-2548
Talton @LifeStar911.corm
Experience High Point Fire Department, High Point, NC
Fire Equipment Operator, March 2003—present
Forsyth County Fire Department, Winston Salem, NC
Engineer/Firefighter, November 1998—2009
Rural Hall Fire Department, Rural Hall, NC
Firefighter,September 1996—November 1998
Education Guilford Technical Community College, Greensboro, NC
Associate Degree- Fire Protection Technology
Volunteer Rural Hall Fire Department, September 1993—2011
Work Fire Captain/Training Officer
• Organize and conduct monthly training exercises for 40 volunteer fire department members
• Establish incident command at emergency scenes
;'ertificates/ Emergency Medical Technician, expires March 2012
Licenses North Carolina Office of Emergency Medical Services
Firefighter Level II
North Carolina Fire and Rescue Commission
Hazardous Material Responder Certification, Operations Level
North Carolina Fire and Rescue Commission
Fire Service Instructor, Qualified Level II
North Carolina Fire and Rescue Commission
Fire Inspector, Level I
North Carolina Code Officials
National Incident Management System, ICS 100, ICS 200, ICS 700
US Department of Homeland Security
Emergency Vehicle Driver
North Carolina Fire and Rescue Commission
Application for Ambulance Franchise _.
Orange County,North Carolina LIFESTAR___
Dalton, Raymond Travis
Incident Command System ICS 100
Emergency Management Institute
•
O',
t:l9ND
FEMA
This Certificate of Achievement is to acknowledge that
RAYMOND T. DALTON
has reaffirmed a dedication to serve in times of crisis through continued
professional development and completion of this course:
IS-00100
Introduction to the Incident Command System,
(ICS 100)
Issued this 10th Day of May,2006
'`Richard Canis
Acting Superintendent
0.3 CEU _ Emergency Management Institute
FFA(A Form 16-31,Ocmbt,05
Application for Ambulance Franchise ,
Orange County,North Carolina LIFESTAit__-
Dalton, Raymond Travis
NIMS - Incident Command System IS 700
Emergency Management Institute
<17,1iii%
7b a i
u
FEMA
This Certificate of Achievement is to acknowledge that
' . 0 I T. DALTON
has reaffirmed a dedication to serve in times of crisis through continued
professional development and completion of this course:
IS-00700
National Incident Management System
i S)an Introduction
Issued this 04th Day of October, 2005
std.hen G.Sharro
0.3 CEU
Superintendent,Emergency Management Institute
Application for Ambulance Franchise
LIFE SfAR.*
Orange County,North Carolina
........=
Dalton, Raymond Travis
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Application for Ambulance Franchise ry
Orange County,North Carolina LIFESTAR
Attachment Proposed Operating Plans for Orange County
LifeStar Emergency Services is a privately held ambulance service that specializes in offering top notch service
and patient care. It is the intention of LifeStar to offer a service to Orange County that will complement the
already excellent service that is currently in place. LifeStar prefers to treat this franchise agreement like a
partnership with Orange County Emergency Medical Services. Impeccable service and professionalism will
serve as the beacon for LifeStar as we continue to change the face of the private ambulance service industry
in North Carolina.
The mission statement for LifeStar Emergency Services is as follows — Our focus is on forming partnerships
with municipal EMS agencies by offering the highest quality basic life support services available therefore
complementing and enhancing the agency's overall quality of care. Our service to these partners and the
patients we treat and transport will be to provide the highest level of respect, dignity, compassion, and
professionalism possible.
LifeStar Emergency Services proposes to offer non-emergency BLS ambulance services to bed ridden patients
to and from medical facilities within the County. These services are requested directly from the customer to
LifeStar via a telephone call.
LifeStar plans to utilize a commercial facility in Orange County to house its Orange County operations.
_ '_ifeStar is currently seeking commercial property that is appropriately zoned for a private ambulance service.
Negotiations for potential`properties will begin in earnest once a franchise has been awarded. LifeStar has
finances set aside for leasehold improvements in the event of an existing building needing minor renovations
to meet our needs.
LifeStar plans to dedicate a minimum of one BLS ambulance to Orange County on a 24/7 basis. We anticipate
an initial need for at least one additional ambulance during daytime hours to meet peek demands. As we
understand the demand for services, LifeStar will increase our resources to accommodate the customer's
needs. These units will be dispatched for convalescent transports that originate within Orange County.
Hospitals, facilities and patients will call our Communications Center in Winston-Salem to schedule transports.
Our Communications Center is staffed 24 hours per day, 365 days per year.
The Communication Center communicates with the ambulances with Verizon's Push-To-Talk as well as
AdvanceDispatch software developed by MedaPoint. Within AdvanceDispatch, the Dispatchers can send
information to the GPS device on the truck as well as iPads in the field. At all times, LifeStar will remain HIPAA
compliant.
Additionally, in the event of a Mass Casualty Incident, Orange County can call on LifeStar to seize scheduled
transports and report for assignment as additional BLS transport units.
Application for Ambulance Franchise
Orange County,North Carolina
Attachment Financial Statements
Life tar Emergency Services, LLC
BALANCE SHEET
As of September 6, 2016
TOTAL
7
ASSETS
Current Assets
Bank Accounts
1000 BB&T Depository Account -4,945.36
1002 Bank of North Carolina 50,000.00
1004 First Citizens Bank 6,105.60
1050 BB&T Operating Account 302,479.27
1100 Branch Banking&Trust Payroll 1,790.90
1200 Branch Banking&Trust MM 10,484.88
Total Bank Accounts $365,915.29
Total Current Assets $365,915.29
Fixed Assets
1500 Furniture and Equipment 58,918.35
1610 Medical Equipment 39,478.64
1630 Computer Equipment 47,253.43
1650 Trucks/Service Vehicles 979,240.72
1660 Buildings and Improvements 21,801.67
1700 Accumulated Depreciation -207,868.00
Total Fixed Assets $938,824.81
Other Assets
1800 Other Assets 2,900.00
1850 Organizational Assets 3,509.00
1855 Accumulated Amortization -936.00
1870 Security Deposits Asset 750.00
1875 Software 2,300.00
Total Other Assets $8,523.00
TOTAL ASSETS $1,313,263.10
LIABILITIES AND EQUITY
Liabilities
Current Liabilities
Credit Cards
2100 BB&T Visa Card-9018 -4,455.06
Total Credit Cards $-4,455.06
Other Current Liabilities
2400 Payroll Liabilities 0.00
Application for Ambulance Franchise
Orange County,North Carolina LIFE&IAR-_
2450 Loans from Members 21,271.41
2500 NewBridge Bank 0.00
2901 Note Payable-Truck 14,556.14
Total Other Current Liabilities $35,827.55
Total Current Liabilities $31,372.49
Long-Term Liabilities
2600 Branch Banking &Trust-Toyota 0.00
2700 SBA Loan 9855-00001 0.00
2800 SBA Loan 9855-00002 0.00
2900 First Citizens Loan 178,237.56
Total Long-Term Liabilities $178,237.56
Total Liabilities $209,610.05
Equity
3000 Opening Balance Equity 4,609.50
3030 Member 1 Draws -2,058,337.76
3050 Member 2 Draws -782,026.76
3200 Retained Earnings 3,196,105.32
Net Income 743,302.75
Total Equity $1,103,653.05
TOTAL LIABILITIES AND EQUITY $1,313,263.10
Tuesday, Sep 06, 2016 03:31:24 PM PDT GMT-4-Cash Basis
This report was created using QuickBooks Online Plus.
Application for Ambulance Franchise
Orange County,North Carolina ____TAR
Print PFS Sheets
B.1]&T�Q�
Print Joint Intent Sheets
Print All Sheets
Personal Financial Statement
AS OF: September 9,2016
TO: BB&T
Name Michael Lee Hoots Date of Birth June 12,1964
Address 1621 Conrad-Sawmill Rd P SSN r FUN ***-**-8087
Lewisville,NC 27023 Residence Phone 336-945-0400
Position or Occupation Business Owner
Business Name LifeStar Emergency Services,LLC
Business Address 3475 Myer Lee Drive Business Phone 336-722-5433
Winston-Salem,NC 27101
This is a(n) r Indt dual Financial Statement r Joint Financial Statement. If joint,complete the following:
Joint Name Jeanette L Hoots Date of Birth September 28,1966
SSN r!TIN ***-**-1571
Position or Occupation Teacher
Business Name Winston-Salem/Forsyth County Schools-Gibson Elementary
Business Address Walker Rd Business Phone 336-414-3664
Winston-Salem,NC 27106
*List all amounts in dollars. Omit Cents.
ASSETS AMOUNT LIABILITIES AND NET WORTH AMOUNT
Cash/Deposit Accounts(Sch.1) $889,691 Accounts Payable
Cash Value of Life Insurance(Sch.2) Loans on Life Insurance(Sch.2)
Notes and Accounts Receivable Income Taxes Due
Marketable Stocks&Bonds(Sch.3) Liab of Partnerships/Joint Ventures
Stock in Closely Held Corporations(Sch.4) Loans on Vehicles,Boats,etc.(Sch.5) $165,424
Assets in Partnerships&Joint Ventures Loans on Real Estate(Sch.6) $1,114,508
Vehicles,Boats,Machinery,&Equipment(Sch.5) $640,000 Other Loans Payable(Sch.9) $50,326
Real Estate(Sch.6) $2,514,100 Other Liabilities:
Vested Interest in Pension/Retirement Accts.(Sch.7) $413,167
Other Assets(Sch.8) $17,000
Total Liabilities $1,330,258
Net Worth $3,143,700
Total Assets $4,473,958 Total Liabilities&Net Worth $4,473,958
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR
BB&T Personal Financial Statement PAGE 2
Name: Michael Lee Hoots Date: 9/9/2016
Schedule 1 CASH/DEPOSIT ACCOUNTS
NA ME OF BANK,SAVINGS AND DEMAND THE NA ME OF BANK,SAVINGS AND DEMAND THE
LOAN,ETC.AND LOCATION DEPOSITS DEPOSITS LOAN,ETC.AND LOCATION DEPOSITS DEPOSITS
Personal-BB&T Checking $26,540 LifeStar-Bank of North Carolina $50,000
Personal-BB&T Saungs $158,482 LifeStar-BB&T Operating Acct $375,201
Myer Lee Property-BB&T Checking $204,708 LifeStar-BB&T Money Mkt $10,485
Myer Lee Property-First Citizines Bank $58,170 LifeStar-FCB Money Mkt $6,105
TOTAL $889,691
Schedule 2 LIFE INSURANCE
NAIVE OF PERSON BB)EICIARY FOLICY FACEAMOUNT CASH LOANS AGAINST IS FOLICY ASSIGNED?
INSURED OWNER (DEATH BENttu) VALUE FOLICY TO WHOM?
Michael Hoots Jeanette Hoots Michael Hoots $1,000,000
Michael Hoots Jeanette Hoots Michael Hoots $1,000,000
Jeanette Hoots Michael Hoots Jeanette Hoots $300,000
TOTAL $2,300,000
Schedule 3 MARKETABLE STOCKS AND BONDS(NYSE,AMEX,NASDAQ)
NUMBER OF SHARES/ REGISTERED IN TO WHOM DATE CUURENT MKT MARKET
FACE VALUE(BONDS) DESCRIPTION NAME OF FLEDGED ACQUIRED VALUE/SHARE VALUE
TOTAL
Schedule 4 STOCK IN CLOSELY-HELD CORPORATIONS(Please provide F/S if total value exceeds10%of your Net Worth)
NUMBER OF ANNUAL
VALUE OF TOTAL SHARES
NANEOF CORFORATIOtN STOCK IN NAME OF SHARES SHARES OWNED STATEVENT
DATE OUTSTANDING %OWNERSHIP
TOTAL
Schedule 5 VEHICLES,BOATS,MACHINERY AND EQUIPMENT
DESCRIPrKNN YEAR COST MARKET LOAN LOAN HOW PAYABLE
(INCLUDEYEAR,MAKEANDMODEL) ACQUIRED VALUE BALANCE PAYABLETO
21 Ambulances $300,000 per
2015 Mercedes Ambulance 5/1/2016 $85,000 $75,000 $66,560 First Citizen Bank 1268 per mo
2015 Mercedes Ambulance 5/1/2016 $85,000 $75,000 $66,560 First Citizen Bank 1268 per mo
2013 Mercedes Ambulance 12/24/2013 $85,000 $40,000 $21,217 First Citizen Bank 2154 per mo
2014 Lexus 12/24/2013 $48,000 $40,000 $11,087 Lexus Financial Seruces 397 per mo
1997 Honda CRV&2008 GMC Truck 10/20/2010 $20,000 $10,000 per
2011 Toyota 7/10/2014 $28,000 $22,000 per
2009 SeaRay 230 5/25/2011 $42,000 $32,000 per
2004 Nissan Titan&2007 Honda Accon $58,000 $18,000 per
2011 Toyota 4Runner 11/15/2011 $42,000 $28,000 per
I.
TOTAL $640,000 $165,424
Application for Ambulance Franchise
Orange County,North Carolina LtFESTAi __
BB&T Personal Financial Statement PAGE 3
\Jame: Michael Lee Hoots Date: 9/9/2016
I Schedule 6 REAL ESTATE
LOCATION AND DESCRIPTION OF COST MORTGAGE PAYABLETO
PROPERTY PROPERTY "MEIN COST MORTGAGE
(INCLUDE DEMENSIONS OR ACRES TYPE" NAMEOF YRACQURED VALUE BALANCE HOW PAYABLE
AND%OWNERSHIP)
1621 Conrad-Sawmill Rd Airy Res dance Michael and Jeanette Hoot $175,000 $312,000
-
3/3.5 Brick 3000sf on 2.5 acres 1996 per Mo
Cherry Grote Beach Condo Secondary Residence Cherry Sand Props,LLC $43,000 $45,000
20%Ownership of LLC 2005 per
3475 Myer Lee Dr Commercial Myer Lee Props,LLC $460'000 $655,000 $297,000 First Citizens Bank
18,000 SF Comm Property 2012 $4,055 per Mo
South Pointe Condo Secondary Residence Michael and Jeanette Hoot $281,000 $281,000 $212,325 BB&T -
2013 $1,210 per Mo
LakeWatch Plantation Comrarcial TOP NOTCH VENTURES $110,250 $461,100
20.5 acres pad ready 2015 per
76 Pine Crest Cir Residence Michael and Jeanette Hoot 5760,000 $760,000 $605,183 BB&T
2016 $3,276 per Mo
• per
per
TOTAL $2,514,100 $1,114,508
**P=Primary Residence,S=Secondary Residence,IR=Investment/Rental,RL=Residential Lot L=Land,C=Commercial,A=Agricultural
Schedule 7 VESTED INTEREST IN PENSIONIRETIREMENT ACCOUNTS
ACCOUNT TYPE IN NAME OF, INVESTED WITH MARKET VALUE
IRA Michael Hoots Met Life $308,000
SEP Michael;Hoots Met Life _ $49,000
I Retirement w/Wells Fargo Michael Hoots Wells Fargo $56,167
TOTAL $413,167
Schedule 8 OTHER ASSETS(PERSONAL PROPERTY,FURNITURE,ETC.)
DESCRIPTION VALUE TO WHOM PLEDGED
Boat Trailer $2,500
Kubota Tractor $12,000
Utility Trailer $2,500
TOTAL $17,000
Schedule 9 OTHER LOANS PAYABLE
NAM EAND ADDRESS COLLATERAL P LEDGE°AND ORIGINAL ORIGINALAMOLNT/ LOAN HOW PAYABLE
OF LENDER NAMES OFCOMAKERS OR ENDORSERS DATE CREDITUMIT BALANCE
State Employees CU Visa Jun-05 $500 $202 $30 per Mo
BB&T Visa Jan-11 $10,000 $8,291 $147 per Mo
First Citizens Bank(line of credit; Jun-13 $300,000 per Mo
First Citizens Bank(equip loan) May-12 $147,000 $41,833 $2,406 per Mo
BB&T Business Visa Sep-09 $5,000 $50 per Mo
per
per
. per
per
per
per
TOTAL $50,326
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR __
CONFIDENTIAL
13B&T
Personal Financial Statement
AS OF: September 20, 2016
TO: BB&T
Name Raymond Travis Dalton Date of Birth January 19, 1977
Address 1186 Badgett Road i✓SSN r mN ***-**-1921 •
King, NC 27021 Residence Phone 336-983-5074
Position or Occupation Logistics Manager
Business Name LifeStar Emergency Services, LLC
Business Address 3475 Myer Lee Drive Business Phone 336-722-5433
Winston-Salem, NC 27101
This is a(n) r Individual Financial Statement l� ,Joint Financial Statement. If joint, complete the following:
Joint Name Lauren Mann Dalton Date of Birth July 25, 1980
l SSN E mN ***-**-6922
Position or Occupation Nurse
Business Name Novant Health-Forsyth Medical Center
Business Address 3333 Silas Creek Parkway Business Phone 336-718-3160
Winston-Salem, NC 27103
*List all amounts in dollars. Omit Cents.
ASSETS AMOUNT LIABILITIES AND NET WORTH AMOUNT
Cash/Deposit Accounts(Sch.1) $108,902 Accounts Payable
Cash Value of Life Insurance(Sch.2) $1,800 Loans on Life insurance(Sch.2)
Notes and Accounts Receivable Income Taxes Due
Marketable Stocks&Bonds(Sch.3) Liab of Partnerships/Joint Ventures
Stock in Closely Held Corporations(Sch.4) Loans on Vehicles,Boats,etc.(Sch.5)
Assets in Partnerships&Joint Ventures Loans on Real Estate(Sch.6) $254,516
Vehicles,Boats,Machinery,&Equipment(Sch.5) $26,400 Other Loans Payable(Sch.9)
Real Estate(Sch.6) $465,400 Other Liabilities:
Vested Interest in Pension/Retirement Accts.(Sch.7) $199,400
Other Assets(Sch.8)
Total Liabilities $254,516
Net Worth $547,387
Total Assets $801,903 Total Liabilities&Net Worth $801,903
Please complete all appropriate schedules. If space is inadequate,attach an additional sheet.
BB&T Personal Financial Statement PAGE 2
Name: Raymond Travis Dalton Date: 9/20/2016
Schedule 1 CASH 1 DEPOSIT ACCOUNTS
1 NAME OF BANK,SAVINGS AND DEMAND TIME NAME OF BANK,SAVINGS AND DEMAND TIME
LOAN,ETC.AND LOCATION DEPOSITS DEPOSITS LOAN,ETC.AND LOCATION DEPOSITS DEPOSITS
;Allegacy Federal Credit Union $58,467
Emergency Responders Credit Union $50,436
TOTAL $108,902
Schedule 2 LIFE INSURANCE
NAME OF PERSON BENEFICIARY POLICY FACE AMOUNT CASH LOANS AGAINST IS POLICY ASSIGNED?
• INSURED OWNER (DEATH BENEFIT) VALUE POLICY TO WHOM?
Raymond Travis Dalton Lauren Mann Dalton NC Farm Bureau $250,000 $1,800
Lauren Mann Dalton Raymond Travis Dalton MetLife $350,000
Raymond Travis Dalton Lauren Mann Dalton ,MetLife $500,000
TOTAL $1,100,000 $1,800
Schedule 3 MARKETABLE STOCKS AND BONDS(NYSE,AMEX,NASDAQ)
NUMBER OF SHARES/ CUURENT
DESCRIPTION REGISTERED IN TO WHOM DATE Mme. MARKET
FACE VALUE(BONDS) NAME OF PLEDGED ACQUIRED VALUE/SHARE VALUE
TOTAL
Schedule 4 STOCK IN CLOSELY-HELD CORPORATIONS(Please provide FIS if total value exceedsl0%of your Net Worth)
NUMBER OF ANNUAL
VALUE OF TOTAL SHARES
NAME OF CORPORATION STOCK IN NAME OF SHARES %OWNERSHIP
SHARES OWNED STATEMENT OUTSTANDING
OWNED DATE
TOTAL
Schedule 5 VEHICLES,BOATS,MACHINERY AND EQUIPMENT
DESCRIPTION YEAR COST MARKET LOAN LOAN HOW PAYABLE
(INCLUDE YEAR,MAKE AND MODEL) ACQUIRED VALUE BALANCE PAYABLE TO
2006 Honda Accord 1-Apr $6,950 per
1997 Chevrolet Silverado 10/1/2001 $5,475 per
1995 Honda Accord 7/1/1997 $3,175 per
1995 Correct Craft-Sport Nautique 2/1/2007 $18,500 $10,800 per
per
per
per
per
+ per
pper
TOTAL $26,400
Please complete all appropriate schedules. If space is inadequate,attach an additional sheet.
BB&T Personal Financial Statement PAGE 3
Name: Raymond Travis Dalton Date: 9/20/2016
Schedule 6 REAL ESTATE
LOCATION AND DESCRIPTION OF - COST MORTGAGE PAYABLE TO
PROPERTY PROPERTY TITLE IN MARKET MORTGAGE
(INCLUDE DEMENSIONS OR ACRES TYPE" NAME OF YRACOUIRED VALUE BALANCE HOW PAYABLE
ANDY OWNERSHIP)
(86 Badgett Road Primary Residence Raymond Travis Dalton&L $411,600 - $465,400 $254,516 BB&T Mortgage
King,NC 27021 2013 $1,849 per Month
per
per
per
per
per
per
per
TOTAL $465,400 $254,516
'*P=Primary Residence,S=Secondary Residence,IR=Investment/Rentai,RL=Residential Lot,L=Land,C=Commercial,A=Agricultural
Schedule 7 VESTED INTEREST IN PENSION/RETIREMENT ACCOUNTS
ACCOUNT TYPE IN NAME OF INVESTED WITH MARKET VALUE
NC 457b Deferred Comp Raymond Travis Dalton Prudential Retirement $51,472
401a Plan Lauren Mann Dalton Empower Retirement $46,422
(3b Plan Lauren Mann Dalton Empower Retirement $40,438
NC Local Government Retirement System Raymond Travis Dalton NC Total Retirement Plans $61,068
TOTAL $199,400
Schedule 8 OTHER ASSETS(PERSONAL PROPERTY,FURNITURE,ETC.)
DESCRIPTION VALUE TO WHOM PLEDGED
TOTAL
Schedule 9 OTHER LOANS PAYABLE
NAME AND ADDRESS COLLATERAL PLEDGED AND ORIGINAL ORIGINAL AMOUNT/ LOAN
HOW PAYABLE
OF LENDER NAMES OF COMAKERS OR ENDORSERS DATE CREDIT LIMIT BALANCE
per
per
per
per
per
per
per
per
per
per
per
TOTAL
Please complete all appropriate schedules. If space is inadequate,attach an additional sheet,
Attachment 6 ® FCC Radio Licenses/Frequency Sharing Agreements
LifeStar Emergency Services is currently authorized to operate two different radio systems as a sponsored
agency. The first system is the 800 megahertz radio system located in Forsyth County, NC. This radio system
includes all frequencies used for Fire and Emergency Medical Services within Forsyth County and frequencies
used to encode to the local hospitals. The second system is the NC VIPER thru Stokes County, NC. This radio
system includes all frequencies used for Fire and Emergency Medical Services in Stokes County.
For internal dispatch and communication, LifeStar uses Verizon's Push to Talk service. This option utilizes an
existing network that has good coverage in North Carolina and bordering states. Fall back procedures when.
out of Push to Talk range is to use normal cell service as available.
Application for Ambulance Franchise
Orange County,North Carolina LIFESTAR
Attachment 7 ® Capability of Providing ®e er nc ul nc Services in
Orange unty on a 24/7 Basis
LifeStar Emergency Services will provide service to Orange County facilities and residents on a 24 hour per
day, 7 days per week basis. LifeStar will accomplish this by staffing the appropriate number of ambulances
with 2 EMT's each that will respond to calls based on call volume. This ambulance will be based within Orange
County while not actively transporting patients. We will also have a dispatch center staffed 24-hours per day,
7 days per week with phone lines that are monitored at all times. This model has proven very effective in
Forsyth County over the last 7 years.
We anticipate an initial need of at least one ambulance 24 hours per day complemented by up to 2 additional
units each day to handle a heavier daytime call volume. We also expect that the demand for our services may
require us to expand at a fairly aggressive rate. LifeStar is fiscally positioned to answer that demand as we
further understand the needs of our customers.
Application for Ambulance Franchise
Orange County,North Carolina L[FESTAR__.
Attachment Accurate sty ate of Response Times
LifeStar Emergency Services strives to provide the most effective and efficient service available. Our goal is to
arrive early to scheduled appointments or transports. This is accomplished by managing our schedule to
allow appropriate time for each call. LifeStar's communication center uses AdvanceDispatch software
developed by MedaPoint to manage resources and scheduled calls. To reduce response times and best serve
Orange County residents on non-scheduled calls, we will stage ambulances at different strategic locations
throughout the county as needed. This can be a fixed base or a moving staging location based off of various
needs and peak demands in certain areas. Staging of units at various locations has proved effective in our
current operation in Forsyth County.
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR*
Attachment 9 — Credentialed Personnel Plan and List
1
State ID First Name Last Name Job Titles Certifications Exp Dates
P031533 Michael Hoots Agency Prim Contact, EMS Tech EMT-Basic 2/28/2018
P007383 Raymond Dalton Admin, EMS Tech EMT-Basic 3/31/2020
P033352 David Kivett Admin, EMS Tech EMT-Basic 10/31/2018
P022747 Steven Williams Admin, EMS Tech,Training EMT-Basic 3/31/2020
P010364 Rodney Overman Admin, EMS Tech EMP-P 3/31/2018
P012078 James Johnston EMD Dispatcher EMD 7/31/2020
P016500 Shanon Brooks EMD Dispatcher EMD 8/31/2018
P026497 Grayson Gusa EMD Dispatcher EMD 11/30/2019
P050773 Robert Foster EMD Dispatcher EMD 8/31/2020
P049563 Steven Mckay EMS Tech EMT-P 12/31/2019
P007601 Jeffrey Sneed EMS Tech EMT-P 3/31/2018
P105044 Daniel Ludwig EMS Tech EMT-P 8/31/2020
P105046 Tori Rigsbee EMS Tech EMT-P 8/31/2020
P026886 Richard Scott EMS Tech EMT-P 12/31/2016
P049850 Carly Lane EMS Tech EMT-P 6/30/2018
P053424 Gregory Young EMS Tech EMT-P 6/30/2017
P084752 Heather Poindexter EMS Tech - EMT-P 8/31/2017
P016485 Samuel Mcduffee EMS Tech EMT-I 8/31/2018
P008114 Jonathan Mccollum EMS Tech EMT-Basic 10/31/2016
P022594 Scott<' Taylor EMS Tech EMT-Basic 11/30/2016
P026585 Nathaniel Brown EMS Tech EMT-Basic 7/31/2017
P027104 Michael McCoy EMS Tech EMT-Basic 5/31/2020
P036999 Michael Watkins EMS Tech EMT-Basic 9/30/2018
P037470 Charles Foster EMS Tech EMT-Basic 12/31/2017
P037648 Ronald Chapman EMS Tech EMT-Basic 3/31/2019
P040061 James Albury EMS Tech EMT-Basic 5/31/2017
P041846 Dustin Gardner EMS Tech EMT-Basic 7/31/2018
P043336 Cynthia Wilson EMS Tech EMT-Basic 12/31/2016
P049504 Michelle Uhl EMS Tech EMT-Basic 5/31/2020
P066641 Robert Fuller EMS Tech EMT-Basic 9/30/2019
P067918 Kasey Drane EMS Tech EMT-Basic 9/30/2017
P069495 Amanda Gibson EMS Tech EMT-Basic 3/31/2018
P070219 Auguste Ruhe EMS Tech EMT-Basic 2/28/2019
P070453 Amy Gorbea EMS Tech EMT-Basic 12/31/2017
P072991 Duane Tinch EMS Tech EMT-Basic 7/31/2018
P074537 Ricky Landreth EMS Tech EMT-Basic 6/30/2018
• P074993 Joe Berrong EMS Tech EMT-Basic 10/31/2019
P077724 Arlyn Disher EMS Tech EMT-Basic 12/31/2018
P078389 Ha Uyen Dong EMS Tech EMT-Basic 1/31/2019
Application for Ambulance Franchise ,_ ,
Orange County,North Carolina LIFESTAR _.
P078846 Brendan Donaldson EMS Tech EMT-Basic 8/31/2019
P079471 Katelyn Hege EMS Tech EMT-Basic 1/31/2019
I P082619 Sarah Lennon EMS Tech EMT-Basic 12/31/2019
P083139 Brent Naylor EMS Tech EMT-Basic 7/31/2019
P084580 Lindsey Dixon EMS Tech EMT-Basic 12/31/2018
P089266 Robert Bays EMS Tech EMT-Basic 7/31/2020
P089388 William Owens EMS Tech EMT-Basic 12/31/2016
P092221 Nicholas Bias EMS Tech EMT-Basic 3/31/2017
P092303 Tyler Southern EMS Tech EMT-Basic 3/31/2017
P093653 Tyler Miles EMS Tech EMT-Basic 11/30/2017
P093911 Dwayne Hodges EMS Tech EMT-Basic 5/31/2017
P093973 Ryan Turner EMS Tech EMT-Basic 4/30/2017
P093988 Jason Lockwood EMS Tech EMT-Basic 7/31/2017
P095134 Stephen Warnimont EMS Tech EMT-Basic 9/30/2017
P095522 Martin Williams EMS Tech EMT-Basic 7/31/2017
P096994 Mohammad Maanaki EMS Tech ' EMT-Basic 8/31/2018
P097200 Courtney Wilson EMS Tech EMT-Basic 5/31/2019
P097209 Timothy Somers EMS Tech EMT-Basic 1/31/2018
P100163 Sean D'Souza EMS Tech EMT-Basic 7/31/2018
P100171 Jacqueline McSally EMS Tech EMT-Basic 11/30/2018
P101349 Carissa Logan EMS Tech EMT-Basic 8/31/2019
P102069 Adam Mitchell EMS Tech EMT-Basic 11/30/2018
P103113 Ryan Rodriguez EMS Tech EMT-Basic 5/31/2019
P103239 Rawaa Al Rifaie EMS Tech EMT-Basic 1/31/2019
P103623 Victoria Wadell EMS Tech EMT-Basic 12/31/2018
P103777 Nicole Rojas EMS Tech EMT-Basic 3/31/2018
P104282 Austin Vegas EMS Tech EMT-Basic 3/31/2019
P104532 Grace Schmiege EMS Tech EMT-Basic 1/31/2019
P104687 Adeline Ding EMS Tech EMT-Basic 3/31/2018
P105047 Cameron Jackson EMS Tech EMT-Basic 4/30/2019
P105052 Nancy Hopper EMS Tech EMT-Basic 2/28/2019
P105387 Francisco Alonzo EMS Tech EMT-Basic 6/30/2019
P105403 Sabrina Gooden EMS Tech EMT-Basic 6/30/2019
P105713 Meghan Boggs EMS Tech EMT-Basic 7/31/2019
P106116 Meredith Ingle EMS Tech EMT-Basic 7/31/2019
P106395 Laiken South EMS Tech EMT-Basic 8/31/2019
P107288 Miriam Brown EMS Tech EMT-Basic 7/31/2019
P107289 Joshua Wood EMS Tech EMT-Basic 7/31/2019
P107764 Jasmyn Alexander EMS Tech EMT-Basic 9/30/2019
P108781 elizabeth burcham EMS Tech EMT-Basic 9/30/2019
P108783 Josh Meyer EMS Tech EMT-Basic 10/31/2019
P109131 Lyndsay Cromwell EMS Tech EMT-Basic 4/30/2017
P109857 Jose Moreno EMS Tech EMT-Basic 3/31/2020
i P109917 Joana Leon EMS Tech EMT-Basic 3/31/2020
Application for Ambulance Franchise _,
Orange County,North Carolina LIFESTAR___
P110340 Mary Lamphear EMS Tech EMT-Basic 6/30/2020
P110809 Nathanael Fuller EMS Tech EMT-Basic 4/30/2017
P111218 Christian Spake EMS Tech EMT-Basic 3/31/2018
P112223 Jeffrey Yount EMS Tech EMT-Basic 4/30/2020
P113130 Andrew Wallace EMS Tech EMT-Basic 6/30/2020
P113136 matthew hill EMS Tech EMT-Basic 7/31/2020
P113690 Austin Murry EMS Tech EMT-Basic 6/30/2020
Application for Ambulance Franchise _i_
Orange County,North Carolina LIFESTAR
Attachment Standard ratin g Guidelines
LifeStar Emergency Services uses PolicyTech's Policy and Procedure Manager software to house and maintain
SOP's. Each employee has access and is required to login, read, answer quizzes and sign off that they
understand our policies and guidelines. Policies and procedures are updated periodically and in turn, triggers
a new requirement for the employee to review the policy.
LifeStar has created a PolicyTech ID for the Director of Orange County Emergency Services to inspect LifeStar's
policies and guidelines. The User Name is OCES and the password is SOGs2016 (case sensitive). The link is
lifestar911.policytech.com.
}
Application for Ambulance Franchise
Orange County,North Carolina LtFESrAti
Attachment 11 — Organizational By-laws
OPERATING AGREEMENT OF LIFESTAR EMERGENCY SERVICES - 2023, LLC
Application for Ambulance Franchise
Orange County,North Carolina LIFESTAR __
ARTICLE VII-DISTRIBUTIONS 7
7.1 Distributable Cash From Operations 7
7.2 Liquidating Distributions 8
7.3 Limitations Upon Distributions 8
7.4 Sale of Ownership Interests 8
ARTICLE VIII-RECORDS AND REPORTS 8
8.1 Records and Reports 8
8.2 Books of Account 8
8.3 Company Tax Return and Quarterly Statements 8
8.4 Bank Accounts 9
ARTICLE IX-TRANSFERABILITY OF OWNERSHIP INTERESTS;ADMISSION OF
MEMBERS 9
9.1 Transferability of Ownership Interests 9
9.2 Restrictions on Transfers of Ownership Interests 9
9.3 Right of First Refusal 9
9.4 Co-Sale Provision 10
9.5 Permitted Transfers 10
9.6 Rights of Transferee 10
9.7 Admission of Transferees as Members 10
ARTICLE X-BUY-SELL PROVISIONS 11
10.1 Buy-Sell 11
10.2 Purchase Option 11
10.3 Purchase Price 12
10.4 Closing;Payment Terms 12
10.5 Failure to Exercise Purchase Option 13
10.6 Death of an Interest Owner 13
ARTICLE XI-DISSOLUTION AND TERMINATION 14
11.1 Dissolution 14
11.2 Articles of Dissolution 14
11.3 Liquidation of Assets Upon Dissolution 15
11.4 Liquidating Distributions 15
11.5 Distributions in Kind 15
ARTICLE XII-MISCELLANEOUS PROVISIONS 15
12.1 Notice 15
12.2 No Right to Partition 16
12.3 Amendments 16
12.4 Governing Law 16
12.5 Entire Agreement 16
12.6 Waiver 16
12.7 Severability 16
12.8 Binding Agreement 16
12.9 Tense and Gender 16
12.10 Captions 16
12.11 Benefits of Agreement 16
12.12 Agreement in Counterparts 16
12.13 Competing Business 17
ii
Addendums: Addendum A—Defmitions
Addendum B—Principles for Maintaining Capital Accounts
Addendum C—Special Tax Allocation Provisions
Addendum D—Certificate of Agreed Value
Schedules: Schedule 2.2—Names of the Managers
Schedule 3.1—Names and Percentage Interests of the Interest Owners
Schedule 5.3—Initial Capital Account Balances of the Interest Owners
•
111
OPERATING AGREEMENT
OF
LIFESTAR EMERGENCY SERVICES-2023,LLC
THIS OPERATING AGREEMENT (the "Agreement") of LIFESTAR EMERGENCY
SERVICES - 2023, LLC (the "Company"), a limited liability company organized pursuant to the North
Carolina Limited Liability Company Act,is executed effective as of the 13"' day of September, 2016(the
"Effective Date"), by and among the Company and those Persons executing this Agreement as Members
of the Company.
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,the parties hereto agree that the rights and obligations of the parties and the administration
and termination of the Company shall be governed by this Agreement, the Articles of Organization and
the Act. For purposes of this Agreement, all capitalized terms not otherwise defined herein shall have the
meanings set forth in Addendum A attached hereto and incorporated herein by reference.
ARTICLE I-FORMATION OF THE COMPANY
1.1 Formation. The Company was formed on September 13, 2016, upon the filing with the
Secretary of State of the Articles of Organization of the Company.
1.2 Name. The business and affairs of the Company shall be conducted under the name
LifeStar Emergency Services-2023,LLC. The name of the Company may be changed from time to time
by amendment of the Articles of Organization. The Company may transact business under an assumed
name by filing an assumed name certificate in the manner prescribed by applicable law.
1.3 Registered Office and Registered Agent. The Company's registered office and
registered agent shall be as set forth in the Articles of Organization or as otherwise provided in the most
current annual report of the Company filed with the Secretary of State.
1.4 Principal Place of Business. The Company may locate its place(s) of business and
registered office at any place or places as a Majority in Interest of the Members may from time to time
deem necessary or advisable.
1.5 Term. The Company shall continue in existence until the close of the Company's
business as specified in the Company's Articles of Organization, unless the Company is earlier dissolved
and its affairs wound up in accordance with the provisions of this Agreement or the Act.
1.6 Purposes and Powers.
(a) The purpose and business of the Company shall be: (i) to provide ambulance service and
medical transportation, to own, lease, operate and manage emergency and non-emergency transportation
units,to enter into franchise agreements with counties or other governmental entities for the providing of
medical transportation services (the "Business"); (ii) to enter into, perform, and carry out contracts and
agreements necessary, appropriate,and incidental to the accomplishment of the purposes of the Company;
(iii) to exercise all other powers necessary to or reasonably connected with the Company's business
which may be legally exercised by limited liability companies under the Act; and (iv) to engage in all
activities necessary,customary, convenient, or incident to any of the foregoing.
(b) With the consent of all of the Members, the Company may also engage in any other
lawful business for which limited liability companies may be organized under the Act unless a more
limited purpose is stated in the Articles of Organization.
(c) The Company shall have any and all powers that are necessary or desirable to carry out
the purposes and business of the Company, to the extent the same may be legally exercised by limited
liability companies under the Act. The Company shall carry out the foregoing activities pursuant to the
arrangements set forth in the Articles of Organization and this Agreement.
1.7 Nature of Ownership Interests. The interests of the Interest Owners in the Company
shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of
the Company. Neither any Interest Owner nor a successor, representative or assignee of such Interest
Owner, shall have any right, title or interest in or to any Company property or the right to partition any
real property owned by the Company. Ownership Interests may but are not required to be evidenced by a
certificate of Ownership Interest issued by the Company, in such form as a Majority in Interest of the
Members may determine.
1.8 Classification of the Company. The Interest Owners hereby acknowledge that the
Company will not make an election with the Internal Revenue Service to be treated as an association
taxed as a corporation and thus from and after the Effective Date will be taxed as a partnership for federal
income tax purposes and that no Interest Owner is authorized to make such election unless all of the
Members agree to do so.
ARTICLE II-MANAGEMENT
2.1 Management.
(a) The business and affairs of the Company shall be managed by those Persons designated
as Managers,who may but need not be Members in the Company. Except as otherwise provided herein,
the Managers (herein sometimes referred to collectively as the "Board of Managers") shall have full and
complete authority,power and discretion to manage and control the business of the Company,to make all
decisions regarding those matters and to perform any and all other acts customary or incident to the
management of the Company's business. Whenever there is more than one Manager, the act of the
Managers shall require the approval of a majority in number of those Persons serving as Managers.
(b) Any single Manager shall have the authority to bind the Company and to execute any and
all documents on behalf of the Company necessary for the conduct or continuance of the business of the
Company, including, but not limited to, any contracts, deeds,mortgages, deeds of trust, assignments, and
promissory notes, subject to obtaining the requisite consent of the Managers as provided in(a) above.
(c) The Managers may elect to appoint one or more officers who may, but need not, be
Members,with such titles,duties and compensation as may be designated by the Managers, subject to any
applicable restrictions specifically provided in this Agreement or contained in the Act. Any officer so
appointed shall be deemed a Company Official.
2.2 Number. The Board of Managers shall consist of two individuals. Initially, the
Company shall have two Managers. The initial Managers shall be the individuals set forth in Schedule
2.2, attached hereto. The exact number and identity of Managers may be changed upon the affirmative
vote of a Majority in Interest of the Members.
2.3 Election and Term of Office. Managers shall be elected as needed upon the vote of a
Majority in Interest of the Members. Each Manager so elected shall hold office until the Manager's
successor shall have been elected and qualified, or until the death or insolvency of such Manager, or until
his or her resignation or removal from office in the manner provided in this Agreement or in the Act.
2
2.4 Resignation/Removal. Any Manager of the Company may resign at any time by giving
written notice to the Members of the Company. The resignation of any Manager shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any
Manager of the Company may be removed at any time upon the affirmative vote of a Majority in Interest
of the Members. The resignation of a Manager, who is also a Member, shall not be deemed a withdrawal
of such Person as a Member of the Company.
2.5 Reliance by Other Persons. Any Person dealing with the Company, other than an
Interest Owner, may rely on the authority of a particular Manager or Managers in taking any action in the
name of the Company, if such Manager or Managers provide to such Person a copy of the applicable
provision of this Agreement and/or the resolution or written consent of the Managers or Members
granting such authority, certified in writing by such Managers or Members to be genuine and correct and
not to have been revoked, superseded or otherwise amended.
2.6 Compensation;Expenses and Fees.
(a) No Company Official (or any Affiliate thereof) shall receive compensation for services
rendered on behalf of the Company or in his capacity as a Company Official, except as may be set forth in
writing and approved by the Managers and a Majority in Interest of the Members.
(b) The Company shall reimburse any Company Official for reasonable out-of-pocket
expenses that were or are incurred by the Company Officials on behalf of the Company with respect to
the on-going conduct of the Company's business, or the dissolution and winding up of the Company and
its business, subject, in all respect, with compliance by such Company Official with any expense
reimbursement policies adopted by the Managers, in the ordinary course of business, on behalf of the
Company.
ARTICLE III—INTEREST OWNERS
3.1 Names and Percentage Interest of Interest Owners. The names, and initial Percentage
Interests, of the Interest Owners are as reflected in Schedule 3.1 attached hereto and made a part hereof,
which Schedule shall be amended by the Company as of the effectiveness of any transfer or subsequent
issuance of Ownership Interests or adjustment of any Percentage Interest,as herein provided.
3.2 Actions Requiring Approval of the Members. Notwithstanding any powers granted to
the Managers set forth in Article II above, without the consent of a Majority in Interest of the Members,
the Company shall not:
(a) authorize or effect the sale, lease, license, or other disposition of all or substantially all of
the Company's assets, if any;
(b) authorize or effect any merger or consolidation between the Company and another Person
which results in the Members in the Company prior to the transaction owning less than a fifty percent
(50%)Percentage Interest in the Company after the transaction;
(c) authorize or effect the voluntary or involuntary liquidation, dissolution or winding up of
the Company or its business;
(d) issue any additional Ownership Interests in the Company;
(e) authorize or effect any application of the Company's assets to the redemption or
acquisition of any Ownership Interests;
3
(f) amend or restate the Company's Articles of Organization; or
(g) borrow money or incur debt in excess of$5,000.
3.3 Meetings of Members.
(a) All meetings of the Members shall be held at the principal office of the Company,or at such
other place, either within or without the State of North Carolina, as shall in each case be (i) fixed by the
Managers and designated in the notice of the meeting or (ii) agreed upon by a Majority in Interest of the
Members.
(b) Meetings of the Members may be called at any time by the Managers or any Members
owning a Percentage Interest of ten percent(10%)or more.
(c) Written notice stating the date, time, and place of meeting shall be given not less than two
(2)nor more than twenty(20) days before the date of any Members' meeting, either by personal delivery, or
by facsimile transmission or by mail or private carrier,by or at the direction of the Managers, or other Person
calling the meeting,to each Member. If mailed, such notice shall be deemed to be effective when deposited
in the United States mail, correctly addressed to the Member at the Member's address as it appears on books
and records of the Company,with postage thereon prepaid.
(i) The notice of meeting shall include a description of the purpose or purposes for
which the meeting is called.
(ii) When a meeting is adjourned to a different date,time, or place, notice need not be
given of the new date, time, or place if the new date, time, or place is announced at the meeting before
adjournment and if a new record date is not fixed for the adjourned meeting;but if a new record date is fixed
for the adjourned meeting(which must be done if the new date is more than sixty(60) days after the date of
the original meeting), notice of the adjourned meeting must be given as provided in this section to Persons
who are Members as of the new record date.
(d) Any Member may waive notice of any meeting before or after the meeting. The waiver
must be in writing, signed by the Member, and delivered to the Company for inclusion in the minutes or
filing with the Company records. A Member's attendance, in person or by proxy, at a meeting (i) waives
objection to lack of notice or defective notice of the meeting,unless the Member or his proxy at the beginning
of the meeting objects to holding the meeting or transacting business at the meeting, and(ii)waives objection
to consideration of a particular matter at the meeting that is not within the purpose or purposes described in
the meeting notice,unless the Member or his proxy objects to considering the matter before it is voted upon.
(e) Unless the Articles of Organization,the Act or this Agreement provide otherwise,Members
owning at least sixty percent(60%)of the Percentage Interests shall constitute a quorum for the transaction of
business at any meeting of the Members.
(f) Members may participate in any meeting of the Members by means of conference
telephone or similar communications equipment, provided all Persons participating in the meeting can
hear one another,and such participation in a meeting shall constitute presence in person at the meeting.
3.4 Actions by Members.Except as otherwise required by law,the Articles of Organization
or this Agreement, the act of the Members shall be the affirmative vote of a Majority in Interest of the
Members eligible to vote on such action. All actions of the Members provided for herein may be taken by
written consent without a meeting. Any such action which may be taken by the Members without a
4
meeting shall be effective only if the consents are in writing, set forth the action so taken, and are signed
by a Majority in Interest of the Members eligible to vote on such action.
3.5 Bankruptcy of a Member. A Member shall cease to have any power as a Member or
company official, any voting rights or rights of approval hereunder upon (i) such Member's bankruptcy,
insolvency, or assignment for the benefit of creditors, or (ii) the appointment of a trustee, receiver, or
liquidator of such Member or substantially all of such Member's property; and the Member, his or her
personal representative or successor upon the occurrence of any such event shall automatically become an
Economic Interest Owner. In no event shall a personal representative or successor become a Member
unless the requirements of Section 9.7 are satisfied.
3.6 Economic Interest Owners. Except as required under the Act, no Economic Interest
Owner shall have any right to vote on or approve any matters brought before the Members for a vote; nor
shall any Economic Interest Owner have any of the inspection rights provided to Members under the Act.
3.7 Representations of Members. Each Member represents and warrants to the Company
and every other Member that he (i) is fully aware of, and is capable of bearing, the risks relating to an
investment in the Company; (ii) understands that his interest in the Company has not been registered
under the Securities Act or the securities law of any jurisdiction in reliance upon exemptions contained in
those laws; and (iii) has acquired his interest in the Company for his own account, with the intention of
holding the interest for investment and without any intention of participating directly or indirectly in any
redistribution or resale of any portion of the interest in violation of the Securities Act or any applicable
law.
ARTICLE IV-LIMITATION OF LIABILITY AND INDEMNIFICATION
OF THE COMPANY OFFICIALS
4.1 Limitation of Liability. No Person shall be liable to the Company or its Interest Owners
for monetary damages for an act or omission in such Person's capacity as a Company Official, except as
provided in the Act for(i) acts or omissions which a Person took in bad faith and/or knew at the time of
the acts or omissions were clearly in conflict with the best interests of the Company or(ii)any transaction
from which a Person derived an improper personal benefit. If the Act is amended to authorize action
further eliminating or limiting the liability of managers or other company officials,then the liability of a
Person serving as a Manager or company official shall be eliminated or limited to the fullest extent
permitted by the Act as so amended. Any repeal or modification of this Section shall not adversely affect
the right or protection of any Person existing at the time of such repeal or modification.
4.2 Indemnification. The Company shall indemnify the Managers, Company Officials and
Members to the fullest extent permitted or required by the Act, as amended from time to time, and the
Company may advance expenses incurred by the Managers, company officials or Members upon the
approval of a Majority in Interest of the Members and the receipt by the Company of an undertaking by
such Person to reimburse the Company unless it shall ultimately be determined that such Person is
entitled to be indemnified by the Company against such expenses. The Company may also indemnify its
employees and other representatives or agents up to the fullest extent permitted under the Act or other
applicable law, provided that the indemnification in each such situation is first approved by a Majority in
Interest of the Members.
4.3 Other Rights. The indemnification provided by this Agreement shall: (i)not be deemed
exclusive of any other rights to which a Person seeking indemnification may be entitled under any statute,
agreement, vote of Members, or otherwise, both as to action in official capacities and as to action in
another capacity while holding such office; (ii) continue as to a Person who ceases to be a Manager, a
Member or company official; (iii) inure to the benefit of the estate, heirs, executors, administrators or
5
other successors of an indemnitee; and(iv)not be deemed to create any rights for the benefit of any other
Person.
ARTICLE V- CONTRIBUTIONS TO CAPITAL AND
CAPITAL ACCOUNTS;LOANS
5.1 Capital Contributions. Except as otherwise provided herein,no Interest Owner shall be
required to contribute any additional funds or other property to the capital of the Company, or loan any
funds to the Company.
5.2 Interest Owner Loans. Upon approval of the terms thereof by the Managers, an Interest
Owner may make a loan to the Company upon commercially reasonable terms. Loans by an Interest
Owner to the Company(herein"Interest Owner Loans") shall not be considered Capital Contributions.
5.3 Capital Accounts. The Company shall maintain a separate Capital Account for each
Interest Owner pursuant to the principles of Treasury Regulation Section 1.704-1(b)(2)(iv) and those set
forth on attached Addendum B. The respective Capital Account balances of the Interest Owners as of the
date of this Agreement are set forth on Schedule 5.3 attached hereto.
5.4 Withdrawal or Reduction of Interest Owners' Contributions to Capital.
(a) No Interest Owner shall have the right to withdraw all or any part of his or her Capital
Contribution or to receive any return on any portion of his or her Capital Contribution, except as may be
otherwise specifically provided in this Agreement.
(b) Except as may be otherwise specifically provided in this Agreement, no Interest Owner
shall have priority over any other Interest Owner, either as to the return of Capital Contributions or as to
Net Income, Net Losses or distributions; provided that this subsection shall not apply to loans (as
distinguished from Capital Contributions)which an Interest Owner has made to the Company.
5.5 Effect of Sale or Exchange. In the event of a permitted sale or other transfer of an
Ownership Interest in the Company, the Capital Account of the transferor shall become the Capital
Account of the transferee in proportion to the percentage of the transferor's interest transferred.
5.6 Liability of Interest Owner. No Interest Owner shall be liable for the debts, liabilities
or obligations of the Company beyond his or her respective Capital Contributions made by such Interest
Owner, except to the extent of any (i) written agreement/promise made by such Interest Owner to
contribute additional funds or property to the Company, or (ii) any written guarantees of Company
liabilities executed by such Interest Owner.
ARTICLE VI-ALLOCATIONS AND ELECTIONS
6.1 Allocations. Subject to the application, if any, of the special tax allocation provisions set
forth in attached Addendum C, for purposes of maintaining Capital Accounts and in determining the
rights of the Interest Owners among themselves, Net Income or Net Loss, if any, for a Fiscal Year or
other period,shall be allocated to the Interest Owners as follows:
(a) Net Loss of the Company for each Fiscal Year in which the Company has a Net Loss
shall be allocated among, and charged to the Capital Accounts of, the Interest Owners pro-rata, in
proportion to their respective Percentage Interests; provided that no allocation of Net Loss shall be made
to any Interest Owner to the extent it would create or increase a deficit in such Interest Owner's Capital
Account at a time when any other Interest Owner shall have a positive Capital Account balance.
6
(b) Net Income of the Company for each Fiscal Year in which the Company has Net Income
that ends prior to the Fiscal Year in which a Liquidating Event occurs shall be allocated among, and
credited to the Capital Accounts of,the Interest Owners as follows:
(i) first, proportionately among the Interest Owners until such time as the aggregate
amount of Net Income allocated to each Interest Owner pursuant to this Section 6.1(b)(i) equals the
aggregate amount of Net Loss allocated to each Interest Owner under Section 6.1(a)above; and
(ii) thereafter, proportionately among the Interest Owners, in accordance with their
respective Percentage Interests.
(c) Any Net Income of the Company arising during the Fiscal Year in which a Liquidating
Event occurs, and for each Fiscal Year thereafter, shall be allocated among, and credited to the Capital
Accounts of,the Interest Owners as follows:
(i) first, proportionately among the Interest Owners until such time as the Adjusted
Capital Account balances of each Interest Owner stands in proportion to such Interest Owner's Percentage
Interest in the Company; and
(ii) thereafter, proportionately among the Interest Owners, in accordance with their
respective Percentage Interests.
6.2 Tax Status and Elections.
(a) Notwithstanding any provision contained in this Agreement to the contrary, solely for
federal income tax purposes, each of the Interest Owners hereby recognizes that from and after the
Effective Date,the Company will be subject to all provisions of Subchapter K of the Code.
(b) Upon approval of all of the Members, the Members may cause the Company to elect
pursuant to Section 754 of the Code and the Treasury Regulations to adjust the basis of the Company
assets as provided by Section 743 or 734 of the Code and the Treasury Regulations thereunder. The
Company shall make such elections for federal income tax purposes as may be determined by all of the
Members.
6.3 Tax Matters Member. The Managers shall appoint a Member to serve as the tax
matters member. The tax matters member is authorized and required to represent the Company in
connection with all examinations of the Company's affairs by tax authorities, including resulting
administrative and judicial proceedings, and to expend Company funds for professional services and costs
associated therewith. The tax matters member shall have the fmal decision making authority with respect
to all federal income tax matters involving the Company. The Interest Owners agree to cooperate with
the tax matters member and to do or refrain from doing any or all things reasonably required by the tax
matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by
the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the
Company as an expense of the Company for which the tax matters member shall be reimbursed.
ARTICLE VII-DISTRIBUTIONS
7.1 Distributable Cash From Operations. Except as otherwise agreed upon by all of the
Members, and subject to the provisions of Section 7.2 with respect to the distribution of Liquidation
Proceeds, distributions of Distributable Cash From Operations shall be made no less than an annual basis
(as determined by the Managers) to the Interest Owners, pro rata, in proportion to their respective
Percentage Interests (determined at the time of each such distribution or, as appropriate, based on the
7
respective Percentage Interests of the Interest Owners over the period with respect to which the
distribution relates).
7.2. Liquidating Distributions. Notwithstanding any provision herein the contrary, all
Liquidation Proceeds shall be distributed in accordance with the provisions of Section 11.4 below.
7.3 Limitations Upon Distributions. No distribution shall be declared and paid if payment
of such distribution would cause the Company to violate any limitation on distributions provided in the
Act or any loan, credit or other agreement to which the Company is a party.
7.4 Sale of Ownership Interests. In the event of any acquisition of the Company by means
of a purchase of all its outstanding Ownership Interests,merger, or other form of reorganization in which
outstanding Ownership Interests of the Company are exchanged for cash, securities, and/or other
consideration issued, or caused to be issued, by the acquiring entity, then the Members hereby agree that
all consideration payable to the Interest Owners in connection with such transaction (the "Acquisition
Consideration") shall be distributed amongst the Interest Owners such that each Interest Owner receives
the amount that they would have received if (i) all the Company's assets had been sold (and all its
liabilities had been assumed) for an amount equal to the sum of the Acquisition Consideration plus the
amount of the Company's total liabilities, (ii)the hypothetical profit or loss resulting therefrom had been
allocated to the Interest Owners in accordance with Section 6.1, and (iii) the Company distributed the
Acquisition Consideration to the Interest Owners in accordance with Section 11.4.
ARTICLE VIII-RECORDS AND REPORTS
8.1 Records and Reports. At the expense of the Company, the Managers shall maintain
records and accounts of all operations and expenditures of the Company. The Company shall keep at its
principal place of business the records required by the Act to be maintained there.
8.2 Books of Account.
(a) The Company shall maintain the Company's books and records and shall determine all
items of income, gain and loss in accordance with standard accounting principles, consistently applied.
All of the records and books of account of the Company, including but not limited to, bank accounts,
construction draws, construction schedules and other related construction documents,third party contracts
and leases, in whatever form maintained, shall at all times be maintained at the principal office of the
Company and shall be open to the inspection and examination of the Members or their representatives
during reasonable business hours. Such right may be exercised through any agent or employee of a
Member designated by it or by an attorney or independent certified public accountant designated by such
Member. Such Member shall bear all expenses incurred in any examination made on behalf of such
Member.
(b) All expenses in connection with the keeping of the books and records of the Company
and the preparation of fmancial statements required to implement the provisions of this Agreement or
otherwise needed for the conduct of the Company's business shall be borne by the Company as an
ordinary expense of its business.
8.3 Company Tax Return and Annual Statements. The Managers shall cause the
Company to timely file a federal income tax return and all other tax returns required to be filed by the
Company for each Fiscal Year or part thereof and shall provide each Interest Owner with a copy of their
Schedule K-1 indicating such Interest Owner's share of the Company's income, loss, gain, expense and
other items relevant for federal income tax purposes. In addition, the Company shall provide each
Member annual financial statements of the Company in such a form customarily maintained by the
Company in the ordinary course of its business.
8
8.4 Bank Accounts. The bank account or accounts of the Company shall be maintained in
the bank approved by the Managers. The terms governing such accounts shall be determined by the
Managers and withdrawals from such bank accounts shall only be made by such parties as may be
approved by the Managers. Any account opened by the Managers for the Company shall not be
commingled with other funds of the Managers,Members or their Affiliates.
ARTICLE IX-TRANSFERABILITY OF OWNERSHIP INTERESTS;
ADMISSION OF MEMBERS
9.1 Transferability of Ownership Interests. The term "transfer" when used in this
Agreement with respect to an Ownership Interest includes a sale, assignment, gift, pledge, exchange or
other disposition. An Interest Owner shall not at any time transfer his Ownership Interest, or any interest
therein or portion thereof, except in accordance with the conditions and limitations set out in Sections 9.2
or 9.3 below, or as otherwise permitted under Section 9.5 below. Any transferee of an Ownership Interest
by any means shall have only the rights, powers and privileges set out in Section 9.6 or otherwise
provided by law and shall not become a Member of the Company except as provided in Section 9.7
below.
9.2 Restrictions on Transfers of Ownership Interests. Except as herein provided, an
Interest Owner's Ownership Interest or any portion thereof may be transferred only with the prior written
approval of a Majority in Interest of the remaining Members,which approval may be granted or denied in
the sole discretion of such remaining Members.
9.3 Right of First Refusal.
(a) If an Interest Owner (the "Transferring Interest Owner") proposes to make a transfer of
all or any portion of his Ownership Interest,pursuant to a bona fide offer received from any Person(other
than in connection with an Exit Sale described in Section 9.4 below), the Transferring Interest Owner
shall obtain the prior written consent of a Majority in Interest of the remaining Members to the proposed
transfer. In the absence of such consent,the Transferring Interest Owner shall,prior to making a transfer,
give the Company and all other Members written notice of his intention to make such a transfer, setting
forth the identity of the proposed transferee who would be the legal and beneficial owner and the price
and other terms and conditions of the proposed transfer, which notice shall constitute an offer (the
"Offer") to sell such Ownership Interest to the Company and such other Members. The Company and
such other Members, in that order, shall have the option, exercisable in writing within 30 days after
receipt of the Offer, to purchase all of such offered Ownership Interest upon the terms and conditions set
forth in the Offer. In the event there is more than one other Member, this right will be allocated among
such other Members who elect to purchase in the proportion they mutually agree upon, or, in the absence
of agreement, in the ratio that each of their respective Percentage Interests bears to the aggregate
Percentage Interests of all such purchasing Members. The decision of the Company to exercise or not
exercise the option described above shall be made by a Majority in Interest of the Members (excluding
the Transferring Interest Owner).
(b) In the event the right of first refusal described in (a) above is not exercised within the
time period provided therefor,the Transferring Interest Owner may transfer his Ownership Interest to the
Person identified in the Offer, subject to the following:
(i) any transferee of the Transferring Interest Owner's Ownership Interest, as
provided herein, (A) shall be subject to the buy-sell restrictions imposed under this Agreement and (B)
shall only have those rights as specified in Section 9.6 and will not be admitted as a Substitute Member
without full compliance with Section 9.7; and
9
(ii) in the event the proposed transfer to the transferee is not completed within sixty
(60) days following the expiration of the option period described in (a) above, prior to making any
transfer of its Ownership Interest, the Transferring Interest Owner shall again offer it to the other
Members in accordance with this Section 9.3.
(c) The right of first refusal described in this Section 9.3 shall not apply to an Exit Sale
transaction described in Section 9.4 below.
9.4 Co-Sale Provision. Subject to the limitation herein, if the Interest Owners holding at
least a 50% Percentage Interest (collectively, for purposes of this Section 9.4, the "Selling Interest
Owners")propose to sell to any Person(s) (a"Purchaser"), in a single transaction or series of transactions,
including by way of a purchase agreement, merger or other business combination transaction or
otherwise, a 50%Percentage Interest(any such transaction, an"Exit Sale"), each non-transferring Interest
Owner may elect to participate(a"Participating Interest Owner") in the Exit Sale and shall have the right
to sell a portion of the Ownership Interest owned by such Participating Interest Owner in accordance with
the terms of the Exit Sale, equal to the product obtained by multiplying (A) the aggregate Percentage
Interest proposed to be sold by the Selling Interest Owner(s) in the Exit Sale (herein the "Offered
Interest") by(B) a fraction,the numerator of which is the Percentage Interest owned by the Participating
Interest Owner immediately prior to the time of the transfer and the denominator of which is the sum of
(x) the Percentage Interest at the time owned by all Participating Interest Owners and (y) the aggregate
Percentage Interest owned by the Selling Interest Owner(s), and the Offered Interest to be transferred by
the Selling Interest Owner(s) shall be correspondingly reduced by the aggregate sum of each such product
for each Participating Interest Owner.
9.5 Permitted Transfers. The following transfers (herein "Permitted Transfers") shall be
permitted without compliance with Sections 9.2 or 9.3, but shall be subject to all other provisions of this
Article IX, including,without limitation,the requirements of Subsections 9.7(b)-(d):
(a) An Interest Owner's Ownership Interest or any portion thereof may be transferred
(directly or indirectly) with the prior written approval of all other Members (which approval may be
granted or denied in the sole discretion of such other Members).
(b) All or any portion of an Interest Owner's Ownership Interest may be transferred from
time to time to another Member.
(c) All or any portion of an Interest Owner's Ownership Interest may be transferred in
connection with an Exit Sale transaction in accordance with the provisions of Section 9.4 above.
9.6 Rights of Transferee. Unless and until admitted as a Member of the Company in
accordance with Section 9.7, the transferee of an Ownership Interest shall not be entitled to any of the
rights, powers, or privileges of a Member, except that the transferee shall be deemed an Economic
Interest Owner and entitled to receive the distributions and allocations to which the transferor Interest
Owner would be entitled but for the transfer of his Ownership Interest.
9.7 Admission of Transferees as Members. A transferee of an Ownership Interest may be
admitted as a Substitute Member of the Company upon furnishing to the Company all of the following:
(a) the written consent of a Majority in Interest of the remaining Members;
(b) the acceptance, in a form reasonably satisfactory to the Managers, of all the terms and
conditions of this Agreement;
10
(c) payment of such reasonable expenses as the Company may incur in connection with his
admission as a Member; and
(d) if requested by a Member, receipt of an opinion from the Company's legal counsel that
neither the offering nor the proposed transfer of the Ownership Interest will violate any federal or
applicable state securities law.
Notwithstanding the foregoing, any Permitted Transferee may be admitted as a Substitute Member upon
compliance with the requirements of subsections 9.7(b)-(d) above.
ARTICLE X-BUY-SELL PROVISIONS
10.1 Buy-Sell. Each of the following events shall constitute a "Buy-Sell Event" under this
Agreement:
(a) the death or legal incapacity of an Interest Owner;
(b) the dissolution of an Interest Owner which results in the transfer of the Ownership
Interest of such dissolved Interest Owner (or portion thereof) to a Person who is not a Permitted
Transferee;
(c) a judicial determination of the insolvency of any Interest Owner;
(d) any filing of a petition or suit under the bankruptcy laws by or against an Interest Owner
that is not dismissed within sixty(60)days; or
(e) any purported voluntary or involuntary transfer (including as a result of an equitable
distribution proceeding) or encumbrance of all or any part of an Interest Owner's Ownership Interest
(herein the"Transferred Interest")in a manner not expressly permitted by this Agreement.
10.2 Purchase Option.
(a) Upon the occurrence of a Buy-Sell Event (other than death, which will be governed by
the provisions of Section 10.6 below) with respect to an Interest Owner (a "Withdrawing Interest
Owner"), the Company and the other Members (herein the "Continuing Members"), in that order, shall
have the right, but not the obligation, to purchase (the "Purchase Option") the Withdrawing Interest
Owner's Ownership Interest at Closing(as defined in Section 10.4 below) on the terms and conditions set
forth in this Article X; provided, however, in the event of a Buy-Sell Event described in Section 10.1(e)
above,the Purchase Option shall apply only as to the Transferred Interest.
(b) . In the event the Company does not elect to purchase all of the Ownership Interest of the
Withdrawing Interest Owner at a time when there is more than one other Continuing Member,the balance
of the Purchase Option will be allocated among the Continuing Members who elect to purchase (the
"Purchasing Members") in the proportion they mutually agree, or, in the absence of agreement, in the
ratio that each of the Purchasing Member's Percentage Interest bears to the aggregate Percentage Interests
of all Purchasing Members. The Company and/or Purchasing Members must give notice of their election
to exercise their Purchase Option to the Withdrawing Interest Owner and all other Members within ninety
(90)days following the occurrence of the Buy-Sell Event.
(c) Notwithstanding any provision herein to the contrary, in order for the exercise of the
Purchase Option described above to be effective, one or more of the Continuing Members must purchase,
collectively, all of the Ownership Interest of the Withdrawing Interest Owner covered by the Purchase
Option.
11
(d) The election of the Company to exercise or not exercise the Purchase Option described
herein, shall be made by the affirmative vote of a Majority in Interest of the Continuing Members (which,
for clarification purposes, excludes the Withdrawing Interest Owner).
10.3 Purchase Price. Unless otherwise agreed in writing by the Purchasing Members, as a
group and the Withdrawing Interest Owner, the purchase price for the Withdrawing Interest Owner's
Ownership Interest shall equal the fair market value of the Withdrawing Interest Owner's Ownership
Interest as of the end of the month preceding the date on which the Buy-Sell Event occurred (herein the
"Valuation Date")based on the amount the Withdrawing Interest Owner would receive on account of his
Ownership Interest in a hypothetical liquidation of the Company assuming all of the assets and business
of the Company were sold at a price equal to the Agreed Value or Appraised Value of the Company, as of
the date of the Buy-Sell Event,as determined in accordance with this Section 10.3 below.
(a) Agreed Value. The Members may at any time fix an agreed value (herein the "Agreed
Value") for the Company by a Certificate of Agreed Value, in a form similar to that attached to this
Agreement as Addendum D, signed by the Company and all Members. A Certificate of Agreed Value
shall bear a date not more than thirteen(13)months prior to Valuation Date to be effective. In no event
shall the value reflected in any endorsement on Addendum D be effective unless signed by the Company
and all of the Members and dated. The Members and the Company may at any time execute a new
Certificate of Agreed Value on Addendum D which shall automatically replace all prior Certificates of
Agreed Value and in no event shall any but the last Agreed Value appearing on Addendum D be
effective, if at all, for the purposes herein specified. If at any time when it becomes necessary to
determine the value of the Members' respective Ownership Interests in the Company there is no
Certificate of Agreed Value existing which has been agreed upon within thirteen (13) months of the
Valuation Date, then, in that event, the value of the Company shall be determined as provided in
subsection(b)below.
(b) Appraised Value. Unless the value of the Company shall be determined in accordance
with the provisions of subsection(a)above,the value of the Company shall be its Appraised Value.
The purchase price to be paid for the Withdrawing Interest Owner's Ownership Interest, as so determined,
will be (i)reduced by the amount of any distributions made by the Company to the Withdrawing Interest
Owner from the Valuation Date to the Closing and (ii) offset by the amount of any sums due by the
Withdrawing Interest Owner to the Company.
10.4 Closing;Payment Terms.
(a) The closing (the "Closing") of the purchase of any Interest Owner's Ownership Interest
pursuant to this Article X shall take place on the date agreed upon by the Purchasing Member(s) and
Withdrawing Interest Owner, but not later than ninety (90) days after the determination of the purchase
price under Section 10.3 above.
(b) The purchase price for the Ownership Interest, or portion thereof, being purchased
pursuant to this Article X will be payable over a period of up to five (5) years, at the discretion of the
Company, in consecutive equal annual installments, together with interest thereon of at an annual rate
equal to the Applicable Federal Rate under §1274(d) of the Code in effect on the date of Closing for
obligations of such length. Upon payment of the purchase price, the Withdrawing Interest Owner shall
execute and deliver such assignments and other instruments as may be reasonably necessary to evidence
and carry out the transfer of such Interest Owner's Ownership Interest, or portion thereof, to the
Purchasing Member(s). In connection with the sale of any Interest Owner's Ownership Interest under this
Article X, unless otherwise agreed by the Purchasing Member(s) and Withdrawing Interest Owner, the
Purchasing Member(s) will assume the Withdrawing Interest Owner's allocable portion of Company
12
obligations for which the Withdrawing Interest Owner is personally liable, if any, to the extent related to
the transferred Ownership Interest.
10.5 Failure to Exercise Purchase Option. In the event the Purchase Option is not exercised
within the time period provided therefor, the Withdrawing Interest Owner, or his deceased executor or
other legal representative in the event of death, as appropriate, may transfer the Ownership Interest of the
Withdrawing Interest Owner to any Person. The transferee of the Withdrawing Interest Owner's
Ownership Interest, as provided herein, (i) shall be subject to the buy-sell restrictions imposed under this
Agreement, and(ii) shall only have those rights as specified in Section 9.6 above and will not be admitted
as a Substitute Member without full compliance with Section 9.7 above.
10.6 Death of an Interest Owner. Upon the death of an Interest Owner (herein the
"Deceased Interest Owner"), the Company and/or the other Interest Owners shall have the option and/or
the obligation, as appropriate, to acquire the Ownership Interest of the Deceased Interest Owner, at the
price and on the terms set forth in Sections 10.3 and 10.4 above, in accordance with the procedure set
forth below:
(a) If upon the death of an Interest Owner; the Company and/or the other Interest Owner
("Surviving Interest Owner") is the beneficiary(the"Beneficiary") of life insurance policies on the life of
the deceased Interest Owner("Deceased Interest Owner"),then the procedure is as follows:
(i) the Company and/or the Surviving Interest Owners, as appropriate, who is a
Beneficiary shall be obligated to buy, and the personal representative of the Deceased Interest Owner
shall be obligated to sell,that portion of the Deceased Interest Owner's Ownership Interest determined by
multiplying the percentage Ownership Interest owned by the Deceased Interest Owner by a fraction, (A) •
the numerator of which is the amount of life insurance proceeds to be received by the Beneficiary as a
result of the death of the Deceased Interest Owner(up to the total purchase price for the Deceased Interest
Owner's Ownership Interest (as determined above), and (B) the denominator of which is the total
purchase price for the Deceased Interest Owner's Ownership Interest as determined in Section 10.3
above; and
(ii) If all of the Deceased Interest Owner's Ownership Interest is not purchased
pursuant to subsection 10.6(a)(i) above, then the Beneficiary shall have the first option to purchase the
balance of the Ownership Interest of the Deceased Interest Owner. This option must be exercised, if at
all, in writing within 180 days following the death of the Deceased Interest Owner. Thereafter, the
Company shall purchase, and the personal representative of the Deceased Interest Owner shall sell, that
portion of the Deceased Interest Owner's Ownership Interest not purchased by the Beneficiary pursuant to
subsection 10.6(a)(i)above or through the exercise of the option described in this subsection 10.6(a)(ii).
(iii) To the extent there is more than one Beneficiary and the aggregate amount of life
insurance proceeds to be received by all Beneficiaries is more than the purchase price for the Ownership
Interest,then each Beneficiary shall purchase a proportionate amount of the Ownership Interest to be sold
based on the relative amount of life insurance proceeds received by each such Beneficiary.
(iv) Any life insurance proceeds received by a Beneficiary in excess of the amount
required to purchase the Deceased Interest Owner's Ownership Interest shall be retained by such
Beneficiary.
(b) If upon the death of an Interest Owner,neither the Company nor any other Interest Owner
is the beneficiary of life insurance policies on the life of the Deceased Interest Owner, then Company
and/or the other Members shall have the option to acquire the Ownership Interest of the Deceased Interest
Owner at the price and on the terms set forth in Sections 10.3 and 10.4, and in accordance with the
procedures set forth in Section 10.2 above; provided, however, that these purchase options must be
13
exercised, if at all, by the Company and/or the other Members, as appropriate,within 180 days following
the death of the Deceased Interest Owner,
(c) The life insurance policies held by the Company and/or an Interest Owner on the life of
another Interest Owner shall not be assigned or transferred without the consent of all Interest Owners.
ARTICLE XI-DISSOLUTION AND TERMINATION
11.1 Dissolution.
(a) The Company shall be dissolved upon the first of the following to occur:
(1) upon the election to dissolve the Company by all of the Members;
(ii) subject to the provisions of(b) below, upon the 90th day after the day on which
the Company ceases to have any Members;
(iii) the entry of a decree of judicial dissolution or the filing of a certificate for
administrative dissolution under the Act; or
(iv) the occurrence of a Liquidating Event.
(b) In the event the Company at any time ceases to have any Members, giving rise to a
potential dissolution of the Company as provided above,the business of the Company will be continued if
within ninety (90) calendar days after the occurrence of such event the Person, including the former
member, controlling the Ownership Interest of the last member admits one or more Persons as Members
of the Company to continue the business of the Company. If no new Member(s)are admitted within such
ninety day period, the Company will be dissolved liquidated pursuant to the remaining provisions of this
Article XI.
(c) Upon dissolution of the Company, the business and affairs of the Company shall
terminate and be wound up, and the assets of the Company shall be liquidated under this Article XI.
(d) Dissolution of the Company shall be effective as of the day on which the event occurs
giving rise to the dissolution, but the Company shall not terminate until there has been a winding up of
the Company's business and affairs, and the assets of the Company have been distributed as provided in
Section 11.3 below.
(e) Upon dissolution of the Company, a Majority in Interest of the Members may cause any
part or all of the assets of the Company to be sold in such manner as a Majority in Interest of the
Members shall determine in an effort to obtain the best prices for such assets;provided,however,that the
Members may distribute assets of the Company in kind to the Interest Owners to the extent practicable.
(f) A reasonable time as determined by a Majority in Interest of the Members not to exceed
eighteen (18) months shall be allowed for the orderly liquidation of the assets of the Company and the
discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution.
11.2 Articles of Dissolution. Upon the dissolution and commencement of the winding up of
the Company, a Majority in Interest of the Members shall cause Articles of Dissolution to be executed on
behalf of the Company and filed with the Secretary of State, and authorized Manager(s) shall execute,
acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of
the Company.
14
11.3 Liquidation of Assets Upon Dissolution. Upon the happening of any of the events
specified in Section 11.1(a) and, if applicable, the failure to continue the business of the Company as
permitted by Section 11.1(b), the Managers, or any liquidating trustee ("Liquidator") elected by (i) a
Majority in Interest of the Members, or(ii)the assignee or fiduciary of the last remaining Interest Owner,
as appropriate,will commence as promptly as practicable to wind up the Company's affairs. A reasonable
time as determined by the Managers or Liquidator, as appropriate, not to exceed eighteen (18) months
shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to
the creditors so as to minimize any losses attendant upon dissolution.
11.4 Liquidating Distributions. The Interest Owners will continue to share in Company
distributions, income, gain and loss during the period of liquidation in the manner set forth in Articles VI
and VII of this Agreement. All Liquidation Proceeds received upon the liquidation of the Company,
including repayment of any debts of Interest Owners to the Company, and any Company assets that are
not sold in connection with the liquidation will be applied in the following order of priority:
(a) first, to creditors, including Interest Owners who are creditors; in the order of priority as
provided by law,except those to Interest Owners on account of their Capital Contributions; and
(b) thereafter, any remainder shall be distributed to the Interest Owners of the Company, pro
rata, in proportion to their respective Adjusted Capital Account balances.
11.5 Distributions in Kind. If any assets of the Company are distributed in kind, such assets
shall be distributed to the Interest Owners entitled thereto as tenants-in-common in the same proportions
as the Interest Owners would have been entitled to cash distributions if such property had been sold for
cash and the net proceeds thereof distributed to the Interest Owners. In the event that distributions in kind
are made to the Interest Owners upon dissolution and liquidation of the Company, the Capital Account
balances of such Interest Owners shall be adjusted to reflect the Interest Owners' allocable share of gain
or loss which would have resulted if the distributed property had been sold at its fair market value.
ARTICLE XII-MISCELLANEOUS PROVISIONS
12.1 Notice.
(a) All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing,except as otherwise provided herein for the calling of meetings.
(b) All written notices, demands and requests to be sent to any Interest Owner pursuant to
this Agreement shall be deemed to have been properly given or served if addressed to such Person at the
address as it appears on the Company records and (i) personally delivered, (ii) deposited for next day
delivery by Federal Express, or other similar overnight courier services, (iii) deposited in the United
States mail, prepaid and registered or certified with return receipt requested, or (iv) transmitted via
telecopier or other similar device to the attention of such Person with receipt acknowledged.
(c) All notices, demands and requests so given shall be deemed received: (i) when actually •
received, if personally delivered, deposited for next day delivery with an overnight courier or telecopied,
or(ii) as indicated upon the return receipt if deposited in the United States mail.
(d) The Interest Owners shall have the right from time to time, and at any time during the
term of this Agreement, to change their respective addresses by delivering to the other parties written
notice of such change in the manner prescribed in Section 12.1(b).
(e) All distributions to any Interest Owner shall be made at the address at which notices are
sent unless otherwise specified in writing by any such Interest Owner.
15
12.2 No Right to Partition. No Interest Owner shall have any right to maintain any action for
partition with respect to the property of the Company.
12.3 Amendments. This Agreement or the Articles of Organization may only be amended or
modified by a writing executed and delivered by all of the Members, except as may be required by
applicable tax laws or as may be necessary to reflect a change in the respective Percentage Interest of the
Interest Owners made in accordance with this Agreement. Any amendment so approved may be set forth
in a writing signed by one or more of the Managers of the Company.
12.4 Governing Law. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of North Carolina.
12.5 Entire Agreement. This Agreement, including all schedules and addendums to this
Agreement, as amended from time to time in accordance with the terms of this Agreement, contains the
entire agreement among the parties relative to the subject matters hereof. It is the intent of the parties that
no oral or implied agreements shall form a part of the Company's Operating Agreement.
12.6 Waiver. No consent or waiver, express or implied, by any Interest Owner to or for any
breach or default by any other Interest Owner in the performance by such other Interest Owner of its
obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance by such other Interest Owner of the same or any other
obligations of such other Interest Owner under this Agreement. Failure on the part of any Interest Owner
to complain of any act or failure to act of any of the other Interest Owners or to declare any of the other
Interest Owners in default,regardless of how long such failure continues, shall not constitute a waiver by
such Interest Owner of its rights hereunder.
12.7 Severability. If any provision of this Agreement or the application thereof to any Person
or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provisions to other Persons or circumstances shall not be affected thereby, and the
intent of this Agreement shall be enforced to the greatest extent permitted by law.
12.8 Binding Agreement. Subject to the limitations and restrictions on transferability set
forth in this Agreement,this Agreement shall inure to the benefit of and be binding upon the undersigned
Interest Owners and their respective legal representatives, successors and assigns.
12.9 Tense and Gender. Unless the context clearly indicates otherwise, the singular shall
include the plural and vice versa. Whenever the masculine, feminine or neuter gender is used
inappropriately in this Agreement,this Agreement shall be read as if the appropriate gender was used.
12.10 Captions. Captions are included herein solely for convenience of reference and if there
is any conflict between captions and the text of this Agreement,the text shall control.
12.11 Benefits of Agreement. Nothing in this Agreement expressed or implied, is intended or
shall be construed to give to any creditor of the Company or any creditor of any Interest Owner or any
other Person whatsoever, other than the Interest Owners and the Company, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition or provisions herein
contained,and such provisions are and shall be held to be for the sole and exclusive benefit of the Interest
Owners and the Company.
12.12 Agreement in Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
In addition, this Agreement may contain more than one counterpart of the signature pages and this
16
Agreement may be executed by the affixing of the signatures of each of the Interest Owners to one of
such counterpart signature pages; all of such signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single signature page.
12.13 Competing Business. Except as otherwise expressly provided in this Agreement or
the Act, the Members and any of their shareholders, directors, officers, employees, partners, agents,
family members or Affiliates, shall not be prohibited or restricted in any way from investing in or
conducting, either directly or indirectly, and may invest in and/or conduct, either directly or
indirectly, businesses of any nature whatsoever, including the ownership and operation of businesses
or properties similar to or in the same geographical area as those held by the Company. Except as
otherwise provided in this Agreement or the Act, any investment in or conduct of any such
businesses by any such Person shall not give rise to any claim for an accounting by any Member or
the Company or any right to claim any interest therein or the profits therefrom.
[Signature Page Follows]
17
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly adopted by
the Company as of the month, day and year first above written and do hereby assume and agree to be
bound by and to perform all of the terms and provisions set forth in this Agreement.
COMPANY:
LifeStar Emergency Services-2023,LLC
/rte ,
By: � �h c .41
Name: Michael Lee Hoots
Title: Manager
By: /1/nitit _ ��-
Name: Ra, mond Travis Dalton
Title: Manager
MEMBERS:
Michael Lee Hoots
(662,&-___---
Raynrnd Travis Dalton
ADDENDUM A
Definitions
The following terms, to the extent used in this Agreement, shall have the following meanings
(unless otherwise expressly provided herein):
"Act" means the North Carolina Limited Liability Company Act, as the same may be
amended from time to time.
"Adjusted Capital Account" means, with respect to an Interest Owner, the balance in
such Interest Owner's Capital Account at the end of the relevant Fiscal Year, as determined in accordance
with Treasury Regulation Section 1.704-1(b)(2)(iv).
"Affiliate" of a specified Person or Interest Owner means (i) any Person directly or
indirectly controlling, controlled by or under common control with the specified Person or Interest
Owner, (ii) any Person or Interest Owner owning or controlling ten percent or more of the outstanding
voting securities of the specified Person, (iii) any officer, director or partner of the specified Person, or
(iv) if the specified Person is an officer, director or partner, any entity for which the specified Person acts
in such capacity.
"Appraised Value" means the fair market value of the Company as of the Valuation
Date. The Appraised Value shall be determined as follows:
(a) The Company shall select an independent business valuation firm with knowledge and
experience specific to the Company's industry which is reasonably acceptable to the selling Interest
Owner (or his estate), to perform a fair market valuation of the Company (herein the "First Valuation").
The cost of the First Valuation shall be paid for by the Company.
(b) In the event either the selling or purchasing party objects, in writing, to the First
Valuation, such objecting party (herein so defined) may notify the other party within twenty (20) days
following the Objecting Party's receipt of the First Valuation, in which case the Objecting Party shall
have the right to obtain, at the Objecting Party's expense, a second valuation of the Company(herein the
"Second Valuation"), to be completed by a business valuation firm chosen by the Objecting Party and
reasonably acceptable to the other party. Such Second Valuation must be completed, if at all, within
thirty(30)days following the delivery of the First Valuation.
(c) In the event the higher of the two valuations (herein the"Higher Value")is not more than
110% of the lower of the two valuations (herein the "Lower Value"), the valuation of the Company shall
be determined by averaging the First and Second Valuations.
(d) In the event the Higher Value is more than 110% of the Lower Value, the two valuation
firms shall designate another firm to perform a third valuation of the Company (herein the "Third
Valuation") and the final valuation of the Ownership Interest shall be determined by averaging the two
closest of the First, Second and Third Valuations. In that event, the cost of the Third Valuation shall be
borne by the Company. The parties will endeavor to have the Third Valuation completed within thirty
(30)days following the delivery of the Second Valuation.
(e) In determining the fair market value of the Company all insurance proceeds, if any, to be
received by the Company as a result of the death of an Interest Owner, as applicable, shall be disregarded
as an asset.
A-1
"Articles of Organization" means the Articles of Organization of the Company filed
with the Secretary of State,as amended or restated from time to time.
"Capital Account" means for each Interest Owner the account established pursuant to
Section 5.4 hereof and maintained in accordance with the provisions of this Agreement.
"Capital Contribution"means any contribution to the capital of the Company in cash or
property by an Interest Owner whenever made.
"Code" means the Internal Revenue Code of 1986, as amended from time to time (and
any corresponding provisions of succeeding law).
"Company Official" means any person exercising any management authority over the
Company, including any Manager and any other person to whom management authority has been
delegated by the Managers.
"Distributable Cash From Operations" means, with respect to the Company for a
period of time, the gross cash proceeds from Company operations (but excluding Liquidation Proceeds)
less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital
improvements,replacements, and contingencies, all as determined by the Managers. "Distributable Cash
From Operations"shall not be reduced by depreciation, amortization, cost recovery deductions, or similar
allowances, but shall be increased by any reductions of reserves previously established pursuant to the
first sentence of this definition of"Distributable Cash From Operations."
"Economic Interest" means the proprietary interest of an Interest Owner in the capital,
income, losses, credits, and other economic rights and interests of the Company, including the right of the
Interest Owner of the interest to receive distributions from Company.
"Economic Interest Owner"means a Person who owns an Economic Interest but is not
a Member, and shall include each of the Persons listed as an Economic Interest Owner on Schedule 3.1
attached hereto. "Economic Interest Owners"refers to such Persons as a group.
"Fiscal Year" means,with respect to the first year of the Company,the period beginning
Effective Date and ending on December 31, 2015, with respect to subsequent years of the Company, the
calendar year, and, with respect to the last year of the Company, the portion of the calendar year ending
with the date of the fmal liquidating distributions.
"Income" means, for each Fiscal Year or other period, each item of income and gain as
determined, recognized and classified for federal income tax purposes, provided that any income or gain
that is exempt from federal income tax shall be included as if it was an item of taxable income.
"Interest Owner"means a Member or an Economic Interest Owner.
"Liquidating Event" means (i) any voluntary or involuntary liquidation, dissolution or
winding up of the Company, (ii)the consolidation or merger of the Company and another Person which
results in the Interest Owners of the Company prior to the transaction owning less than a fifty percent
(50%) ownership interest in the consolidated or surviving entity after the transaction, or (iii) the sale or
other disposition by the Company of all or substantially all of the assets owned by the Company.
"Liquidation Proceeds" means any assets of the Company available for distribution to
the Interest Owners after the occurrence of a Liquidating Event.
A-2
"Loss" means, for each Fiscal Year or other period, each item of loss or deduction as
determined, recognized and classified for federal income tax purposes, increased by (i) expenditures
described in Section 705(a)(2)(B) of the Code, (ii)expenditures contemplated by Section 709 of the Code
(except for amounts with respect to which an election is properly made under Section 709(b) of the
Code); and (iii) expenditures resulting in a deduction for a loss incurred in connection with the sale or
exchange of Company property that is disallowed to the Company under Section 267(a)(1) or Section
707(b).
"Majority in Interest" means, with respect to any referenced group of Members, a
combination of any of such Members who, in the aggregate, own more than fifty percent (50%) of the
Percentage Interests owned by all of such referenced group of Members.
"Member" means the Persons listed on Schedule 3.1 attached hereto or any additional
Person(s) admitted as a Member in accordance with the terms hereof. "Members" refers to such Persons
as a group.
"Net Income" or "Net Loss"means, for each Fiscal Year or other relevant period, (i)the
excess of the Income for such period over the Loss for such period, or(ii)the excess of the Loss for such
period over the Income for such period, respectively, as determined by the firm of certified public
accountants regularly employed by the Company.
"Operating Agreement" means, with respect to the Company, this Agreement, the
schedules attached hereto, and any amendments thereto entered into or approved, in writing, in the
manner set forth herein.
"Ownership Interest"means all of an Interest Owner's rights in the Company, including
without limitation,the Interest Owner's share of the profits and losses of the Company,the right to receive
distributions of the Company's assets, any right to vote and any right to participate in the management of
the Company as provided in the Act and this Agreement.
"Percentage Interest" means, with respect to an Interest Owner, such Interest Owner's
relative percentage of unit ownership, as set forth on Schedule 3.1. The Interest Owners' respective
Percentage Interests shall be subject to change as otherwise agreed upon by the Interest Owners or
adjusted pursuant to the terms and conditions of this Agreement.
"Permitted Transferee" means any transferee of an Ownership Interest in the Company
pursuant to a Permitted Transfer.
"Person"means an individual, a trust, an estate, a corporation,a professional corporation,
a partnership, a limited partnership, a limited liability company, an unincorporated association, or another
entity.
"Secretary of State"means the Secretary of State of North Carolina.
"Substitute Member" means an assignee of all or any part of an Interest Owner's
Ownership Interest who has been admitted to all of the rights of membership pursuant to this Agreement.
"Treasury Regulations" means the Income Tax Regulations and Temporary Regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
A-3
ADDENDUM B
Principles for Maintaining Capital Accounts
(a) The initial Capital Account of each Interest Owner shall be the Initial Capital
Contribution of such Interest Owner. Such Capital Account shall be increased by (i)the amount of cash
and the fair market value of any property contributed to the Company by the Interest Owner (net of any
liabilities assumed by the Company) and (ii) such Interest Owner's allocable share of Company Income
pursuant to Section 6.1. Such Capital Account shall be decreased by (i) the amount of cash and the fair
market value of any property distributed to the Interest Owner by the Company pursuant to Article VII
(net of liabilities assumed by such Interest Owner) and (ii) such Interest Owner's allocable share of Loss
pursuant to Section 6.1.
(b) In addition to the foregoing, the following adjustments shall be made to the Interest
Owners' Capital Accounts:
(i) the book basis of Company assets (including intangible assets such as goodwill)
shall be adjusted upon (A) any new or existing Interest Owner's Capital Contribution of money or other
property (other than a de minimis amount) in exchange for an Ownership Interest in the Company or (B)
in liquidation of the Company or a distribution to an Interest Owner of money or other property (other
than a de minimis amount)in consideration for an Ownership Interest in the Company. In that event,the
Capital Accounts of all Interest Owners shall be adjusted simultaneously to reflect the aggregate
adjustment in accordance with the following rules: (1) the adjustments shall be based on the fair market
value of Company property(taking Section 7701(g) of the Code into account) on the date of adjustment;
and (2) the adjustments reflect the manner in which the unrealized income, gain, loss, or deduction
inherent in such property (that has not been reflected in the Capital Accounts previously) would be
allocated among the Interest Owners if there were a taxable disposition of such property for such fair
market value on that date. Thereafter, the Interest Owners' Capital Accounts shall be adjusted in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for allocations to the Interest Owners
of depreciation, depletion, amortization, and gain or loss, as computed for book purposes, with respect to
such property; and the Interest Owners' distributive shares of depreciation, depletion, amortization, and
gain or loss, as computed for tax purposes,with respect to such property shall be determined so as to take
account of the variation between the adjusted tax basis and book value of such property in the same
manner as under Section 704(c)of the Code.
(ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), upon any
actual or deemed distribution to an Interest Owner of any Company property (other than cash or cash
equivalents),the Capital Accounts of all Interest Owners shall, immediately prior to any such distribution,
be credited or debited to reflect any unrealized gain or unrealized loss attributable to such distributed
property, as if such unrealized gain or unrealized loss had been recognized in a sale of such property
immediately prior to such distribution for an amount equal to the fair market value of such property, and
had been allocated to the Interest Owners at such time pursuant to the provisions of this Agreement.
(c) The provisions of this Addendum B and other portions of this Agreement relating to the
proper maintenance of Capital Accounts are designed to comply with the general requirements of
Treasury Regulation Section 1.704-1(b)(2)(iv). The Interest Owners intend that such provisions be
interpreted and applied in a manner consistent with such Treasury Regulations.
B-1
ADDENDUM C
Special Tax Allocation Provisions
Notwithstanding the provisions set forth in Section 6.1 of the Agreement, the following special
allocation provisions shall apply:
1. Definitions. The following terms used in this Addendum C shall have the following
meanings(unless otherwise expressly provided herein):
"Member Nonrecourse Debt" means nonrecourse debt of the Company as defined in
Section 1.704-2(b)(4) of the Treasury Regulations, if any, where an Interest Owner bears the economic
risk of loss.
"Nonrecourse Liabilities" means liabilities of the Company treated as "nonrecourse
liabilities" under Section 1.704-2(b)(3) and Section 1.752-1(a)(2) of the Treasury Regulations. Subject to
the foregoing sentence, "Nonrecourse Liabilities" means liabilities of the Company (or a portion thereof)
with respect to which none of the Interest Owners has any risk of loss (other than through the Interest
Owner's indirect interest as an Interest Owner in the Company assets subject to the liability). Any
liability of the Company to an Interest Owner and any liability guaranteed by an Interest Owner or with
respect to which an Interest Owner has pledged personal assets (to the extent the Interest Owner may bear
the burden of an economic loss attributable to the liability) shall not be classified as a Nonrecourse
Liability.
2. Special Allocations.
(a) In the event any Interest Owner unexpectedly receives any adjustments, allocations, or
distributions described in Treasury Regulation Sections 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 Income shall be specially allocated to such Interest Owner(consisting of a
pro rata portion of each item of Company Income, including gross income, for such year) in an amount
and manner sufficient to eliminate such deficit, if any,in such Interest Owner's Adjusted Capital Account,
as quickly as possible. The foregoing provision is intended to constitute a "qualified income offset"
within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted
consistently with such Treasury Regulation.
(b) In accordance with Section 704(c) of the Code, and the Treasury Regulations thereunder,
income, gain, loss and deductions with respect to any property contributed to the capital of the Company
shall, solely for tax purposes, be allocated among the Interest Owners so as to take account of any
variation between the adjusted basis of such property to the Company for federal income tax purposes and
its fair market value at the time of contribution. In addition, if the adjusted book value of any Company
asset is adjusted as provided herein, subsequent allocations of depreciation, depletion, amortization, and
gain or loss, as computed for tax purposes, with respect to such asset shall be determined so as to take
account of the variation between the adjusted basis of the asset for federal income tax purposes and its
adjusted book value in the same manner as under Section 704(c) of the Code and the Treasury
Regulations thereunder.
(c) In the event that any Nonrecourse Liability of the Company is treated as Member
Nonrecourse Debt of the Company as defined in Treasury Regulation Section 1.704-2(b)(4), then, and in
such event, the allocation of losses, deductions and expenditures attributable to such Member
Nonrecourse Debt, as well as the chargeback of items of income and gain in the event that there is a net
decrease in the minimum gain attributable to Member Nonrecourse Debt and the distribution of proceeds
of Member Nonrecourse Debt allocable to an increase in the minimum gain attributable to such debt, shall
C-1
be allocated, charged and distributed in conformity with the requirements of Treasury Regulation Section
1.704-2.
(d) Subject to subsection (c) above, if there is a net decrease in Company minimum gain [as
defined in Treasury Regulations Section 1.704-2(b)(2)] during a Company taxable year, all Interest
Owners with a deficit Capital Account balance at the end of such year [excluding from each Interest
Owner's deficit Capital Account balance any amount that such Interest Owner is obligated to restore
under Treasury Regulations Section 1.704-1(b)(2)(ii)(c)], shall be allocated,before any other allocation is
made under Section 704(b) of the Code of Company items for such taxable year, items of income and
gain for such year (and, if necessary, subsequent years) in the amount and in the proportions needed to
eliminate such deficits as quickly as possible. For purposes of the preceding sentence, Interest Owners'
Capital Accounts shall be reduced for the items described in Treasury Regulations Section 1.704-
1(b)(2)(ii)(d)(4), (5), and(6). The foregoing provisions are intended to be a "minimum gain chargeback"
in compliance with Treasury Regulations Section 1.704-2(f), and the applicable requirements of such
section are incorporated herein.
(e) In the event of a transfer of, or other change in, an interest in the Company during a
Fiscal Year, each item of taxable income and loss shall be prorated in accordance with Section 706 of the
Code,using any convention permitted by law and selected by a Majority in Interest of the Members.
3. Allocations for Tax Purposes. Except as otherwise provided herein, each item of
taxable income or loss of the Company shall be allocated to the Interest Owners in the same manner as
such allocations are made for book purposes pursuant to Section 6.1 above.
4. Compliance with Treasury Regulations. The above provisions of this Addendum C
notwithstanding, it is specifically understood that a Majority in Interest of the Members may make such
elections, tax allocations and adjustments, including amendments to this Agreement, as they deem
necessary or appropriate to maintain to the greatest extent possible the validity of the tax allocations set
forth in this Agreement,particularly with regard to Treasury Regulations under Code Section 704(b).
C-2
SCHEDULE 2.2
Names of the Managers
Michael Lee Hoots
Raymond Travis Dalton
SCHEDULE 3.1
Names and Percentage Interests of the Interest Owners
Members Percentage Interest
Michael Lee Hoots 51%
Raymond Travis Dalton 49%
Economic Interest Owners
N/A
TOTALS 100.0%
•
SCHEDULE 5.3
Initial Capital Accounts of the Interest Owners
Initial
Members Capital Account
Michael Lee Hoots $35,700
Raymond Travis Dalton $34,300
$70,000
Economic Interest Owners
N/A
TOTALS $70,000
Attachment Roster of EMT's it address an L
Employee Name Address City State Zip Drivers License
Rawaa Al Rifaie 4507 Charlottesville rd., Greensboro NC 27410 35557319
James Albury 7880 Vance Road Kernersville NC 27284 21955111
Jasmyn Alexander 1845 Willow Oak Way Winston-Salem NC 27105 34268839
Eduardo Alonzo 10924 Bent Branch Dr Raleigh NC 27603 35442973
Robert Bays 6030 Gun Club Rd Winston-Salem NC 27103 25529665
Joe Berrong 133 Midlawn View St North Wilkesboro NC 28659 9742853
Nick Bias 123 Guy Drive Lexington NC 27295 30901462
Miriam Brown 1003 Kemp Rd West Greensboro NC 27410 36427607
Nate Brown 6005 Brentwood Park Place Rural Hall NC 27045 8688740
Lizzie Burcham 4425 Chadwyck Dr Winston-Salem NC 27106 31958901
Ron Chapman 1541 Ethel Drive Winston-Salem NC 27127 23532592
Kristen Cossaart 8409 Creeks Court Oak Ridge NC 27310 31641496
Lyndsay Cromwell 2028CIiffvale Ct High Point NC 27262 42101435
Adeline Ding 1834 Wake Forest Rd Winston-Salem NC 27109 OH-UA931766
Arlyn Disher 181 Rolling Green Drive Winston-Salem NC 27107 4753730
Lindsey Dixon 265 North Gordon Drive Winston-Salem NC 27104 34429376
Brendan Donaldson 6845 robinhood rd Pfafftown NC 27040 38025924
Ha Uyen Dong 2811 Bromley Park Dr Winston-Salem NC 27103 33224638
Kasey Drane 5544 Moravian Heights LN Clemmons NC 27012 20428037
Sean D'Souza 5193 Riverwest Rd Lewisville NC 27023 32619862
Charles Foster 4461 vernon cir kernersville NC 27284 8339092
Brent Fuller 2050 Old Asheboro Rd Asheboro NC 27201 32219733
Nathan Fuller 1869 NC Hwy 801 South Advance NC 29006 42807696
Sabrina Gooden 120 Sir Patricks Ct Clemmons NC 27012 7647130
Amy Gorbea 6932 Millbridge Rd Clemmons NC 27012 31219746
Katie Hege 182 Windsong Rd Mocksville NC 27028 29089131
Tyler Hill 112 Carolina Dr King NC 27021 35752816
Dwayne Hodges 6140 Red Cedar Dr.Apt 1G High Point NC 27265 5581794
Nancy Hopper 2430 Hickory Fork Rd Walnut Cove NC 27052 31542685
Meredith Ingle 154 Deer Run Dr Lewisville NC 27023 35629966
Cameron Jackson 338 Ransom Rd Winston-Salem NC 27106 39600104
Chris Kaiser 1009 Lockland Av Winston-Salem NC 27103 49906976
Beth Lamphear 3201 Polo Rd Winston-Salem NC 27106 7744322
Sarah Lennon 7 Birchwood Ct Thomasville NC 27360 36925867
Joana Leon 106 Crowe St Mocksville NC 27028 31359688
Dillon Lewis 2684 Whispering Way Sophia NC 27350 24277861
Jason Lockwood 190 Oak Shadows Ct Apt 5 Winston-Salem NC 27104 31040624
Carissa Logan 6610 Riverwood Rd Walkertown NC 27051 39052481
Daniel Ludwig 675 Apline Rd Winston-Salem NC 27104 38667504
Mohammad Maanaki 1510 Bridgetown ct Greensboro NC 27407 35564207
Colin Macintosh 7106 Chaftain PI Greensboro NC 27410 36663309
Tori Martin 2437 US 601 Hwy Yadkinville NC 27055 35132608
Application for Ambulance Franchise 1
Orange County,North Carolina LIFE STAR__
Jon McCollum 1066 Blackburn Rd Pinnacle NC 27043 28427657
Mike McCoy 612 Dana Ct Winston-Salem NC 27103 21025935
Sam McDuffee 1410 Shangrila Dr Lewisville NC 27023 25831726
'Josh Meyer 182 Rockford Rd Kernersville NC 27284 34359100
Tyler Miles 3403 E. Lee St Greensboro NC 27406 39051400
Adam Mitchell 7316 Goodwill Church Rd Kernersville NC 27284 33656252
Jose Moreno 2940 Spangenberg Rd Winston-Salem NC 27127 31318557
Austin Murry 2946 Saint Marks Rd Apt D Winston-Salem NC 27103 25039414
Brent Naylor 180 Townpark Dr Advance NC 27006 4253137
Will Owens 2608 Celeste Rd Walkertown NC 27051 36331590
Heather Poindexter 1641 Brown Street Winston-Salem NC 27105 26271361
Corey Potter 1972 NC HWY 770 Stoneville NC 27048 28297793
Tori Rigsbee 5564 Folkstone Rd Pfafftown NC 27040 38240229
Nicole Rojas 289 Flanders Dr Mooresville NC 28117 30764594
Auguste Ruhe 3423 Hillside Dr High Point NC 27215 31620846
Meghan Sampson 2612 Sandy Ridge Rd Colfax NC 27235 32146962
Grace Schmiege 5898 Fox Ridge Ln Winston-Salem NC 27104 38929143
Richard Scott 2049 Pembrooke Forest Dr Winston-Salem NC 27106 7899137
Jeff Sneed 1583 Weatherend Dr Rural Hall NC 27045 25312393
Tim Somers 2185 Independence Rd Winston-Salem NC 27106 32205461
Laiken South 514 Shadybrook Rd High Point NC 27265 38954037
Tyler Southern 643 Barrocliff Rd Clemmons NC 27012 28493919
Christian Spake 618 Westbrook Dr, Burlington NC 27215 38756466
' Scott Taylor 1820 Brantley St Winston-Salem NC 27103 7897984
Duane Tinch 8923 Grove Park Dr Oak Ridge NC 27310 25953366
Ryan Turner 1864 NC Hwy 801 S Advance NC 27006 26149188
Michelle Uhl 5215 Fox Hunt Dr Apt D Greensboro NC 27407 29774078
Austin Vegas 2581 King Williams Dr Kernersville NC 27284 33551488
Victoria Wadell watson Avenue Winston-Salem NC 27409 30931260
Andrew Wallace 714 Sea Horse Cir Apt 201 Rural Hall NC 27045 VA-T64554375
Stephen Warnimont 410 S. Aycock Greensboro NC 27403 27167756
Mike Watkins 1209 Tanglewood Avenue High Point NC 27265 4510109
Martin Williams 876 Jennifer Ln High Point NC 27265 38632175
Cynthia Wilson 903 Brookway West Drive Lewisville NC 27023 3883737
Josh Wood 4194 Grubbs Rd Walkertown NC 27051 32427791
Sollie Young 1988 Michael Rd Lexington NC 27295 21282111
Jay Yount 154 Arcadia Ct Clemmons NC 27012 24993746
I
Application for Ambulance Franchise _i_w4
Orange County,North Carolina LIFE STAR _
Attachment 13 ® Vehicle List
Unit
Name Chasis Amb Mfg Model Yr Ambulance VIN Level Permit Nbr
LS1 Ford Horton 2000 1FDXE45F5YHA80697 BLS NC 07342
LS2 Ford Horton 2002 1FDWE35F12HB51892 BLS NC 07743
LS3 Ford Horton 2003 1FDWE35F63HB16573 BLS NC 001170
LS4 GMC Horton 2004 1GD3K34164E115581 BLS NC 001142
LS5 Ford AEV 2003 1FDSS34F93HA79995 BLS NC 000514
LS6 Ford AEV 2003 1FDSS34F53HA97247 BLS NC 000535
LS7 Ford Horton 2001 1FDXE45F11HB00112 BLS NC 07103
LS8 Ford Horton 2000 1FDXE45F3YHA26962 BLS NC 05124
LS9 Ford Horton 2001 1FDWF37F31EB58868 BLS NC 05122
LS10 Ford AEV 2006 1FDXE45P36DB41882 BLS NC 07740
LS11 Ford PL Custom 2003 1FDXE45F03HB64046 BLS NC 07741
LS12 Ford AEV 2006 1FDXE45P66DA44191 BLS NC 001169
LS13 Mercedes-Benz AEV 2010 WD3PE7CCXA5461929 BLS NC 001787
LS14 Ford Horton 2002 1FDXE45F52HA63003 BLS NC 07248
LS15 Mercedes-Benz AEV 2012 WD3PE7CC9C5665267 BLS NC 05123
LS16 Chevrolet MedTec 2009 1GBHG396391154298 BLS NC 07742
LS17 Chevrolet MedTec 2009 1GBHG396491132911 BLS NC 000534
LS18 Mercedes-Benz AEV 2013 WD3PE7CC3D5804987 BLS NC 07343
LS19 Mercedes-Benz AEV 2013 WD3PE7CC1D5804986 BLS NC 07341
LS20 Ford Braun 2000 IFDXE45FX2HA62591 BLS NC 001135
LS21 Chevrolet PL Custom 2008 1GB3G316X81190307 BLS NC 000515
LS22 Mercedes-Benz AEV 2015 WDAPE7CD7GP194893 BLS NC 000597
LS23 Mercedes-Benz AEV 2015 WDAPE7CD9GP190991 BLS NC 000598
LS30 Ford Road Rescue 2003 1FDWE35F03HB77028 BLS NC 07249
Application for Ambulance Franchise
Orange County,North Carolina LIFES_TAR
Attachment 14 ® Proposed Fee Structure
LifeStar proposes the following rates in Orange County:
BLS Non-Emergency $350
Mileage (Loaded Miles) $9.00/mile
Application for Ambulance Franchise
Orange County,North Carolina LIFE STAR