Michaels House Proposal.pdf

6607 Maple Street Omaha, NE 68104

402-830-1175 www.livemichaelhouse.com hc3.michaelhouse@gmail.com

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Technical and Cost Proposal A. Proposal Submission

1. Corporate Overview

a. Contractor Identification and Information

1. Michael House (MH) is a DBA of MAK Development LLC. The address is 6607 Maple Street, Omaha, NE 68104. MH is incorporated in Nebraska starting in 2017. MH has not changed in form or organization since inception.

b. Financial Statements

1. MH is a privately held business.

2. Financial Status: MH has contracts with State of Nebraska –

Probation and State of Nebraska – Parole and have continued business relationships for over 4 years. MH also has grants from DHHS and other organizations. MH will not solely rely on this proposed contract for financial viability.

3. Banking Reference: Please see attached good letter of standing from our bank, Bank of the West.

4. Accountant: Our accountant is Dorr Accounting, 101 N Main Street, #6, Oakland, IA 51560

5. MH has no judgements, pending or expected litigation which can affect our viability or stability of our organization, or no such condition is known to exist.

6. MH welcomes any credit checks the State may require to be performed.

c. Change of Ownership

1. MH is not anticipating a change of ownership in the next 12 months. MH will notify the State if any change occurs.

d. Office Location

1. 6607 Maple Street, Omaha, NE 68104

e. Relationships with the State

1. MH has had many clients from State of Nebraska – Probation and Parole over the last 4 years. I would estimate over 450 clients.

MH also has had contracts with VLS, DHHS, and JAG. All contracts are continuing or ended in good standing.

f. Contractor’s Employee Relations to State

1. MH does not employ anyone who was previously employed by the

State of Nebraska.

g. Contract Performance

1. MH has never been terminated by default or non-performance.

h. Summary of Contractor’s Corporate Experience – Prime Contractor

1. State of Nebraska – Parole

a. 12/2018 - Present

b. 30 days to 90 days per client, no cap on number of clients

c. Completion date – Still Ongoing

d. Responsibilities – Provide transitional housing to parole clients, assist with employment, transportation to http://www.livemichaelhouse.com/ mailto:hc3.michaelhouse@gmail.com

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e. Contact Name - Ken J. Quinn, Assistant Director of Supervision - Field Services - Division of Parole Supervision, ken.quinn@nebraska.gov, 402-471-1284

2. State of Nebraska – Probation

a. 10/2018 - Present

b. 30 days to 135 days per client, no cap on number of clients

c. Completion date – Still Ongoing

d. Responsibilities - Provide transitional housing to probation clients, assist with employment, provide case management, provide 24/7 awake supervision, and guide client to permanent housing

e. Contact Name – Amber Pace, Programs and Services Specialist - Adult Probation Services Division, amber.pace@nebraska.gov, 402-853-0087

3. DHHS – Region VI

a. 9/2022 thru 10/2022

b. 90 days, 2,610 days in budget, 2,610 days utilized

c. Completion date – 10/2022

d. Responsibilities - Provide transitional housing to individuals with opioid or amphetamine abuse, assist with employment, provide case management, and guide client to permanent housing

e. Contact Name – Jennifer Determan, Manager of Housing Services, jdeterman@regionsix.com, 402-444-7718

i. Summary of Contractor’s Proposed Personnel/Management Approach

1. Approach to the management of the project

a. President - Michael Corrado

b. Operations Manager - Julie Knight – oversees all employees, Ensures contract requirements are met and daily tasks are complete.

c. Intake – Christine Tannehill

d. Programming – Christine Tannehill

e. Employment - Christine Tannehill

f. Case Management - Christine Tannehill

g. Transition to permanent housing - Connie Esser

h. Discharge - Connie Esser

i. Supplies- Connie Esser

j. Building Maintenance – Chuck

k. Rule Enforcement / UAs - Connie Esser

l. Billing/Accounts Receivable - Debby Powell

j. Subcontractors

1. MH will not utilize any subcontractors.

B. Technical Approach http://www.livemichaelhouse.com/ mailto:hc3.michaelhouse@gmail.com mailto:ken.quinn@nebraska.gov mailto:amber.pace@nebraska.gov mailto:jdeterman@regionsix.com

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1. Understanding of the project requirements

a. This is a two-year agreement that includes an option to renew for an additional two two-year periods once mutually agreed

b. MH agrees to provide transitional living housing including mental health programming (Moral Recognition Therapy) for Parole clients

c. MH agrees to be authorized to transact business in the State of

Nebraska and comply with all Nebraska Secretary of State Registration requirements

d. MH agrees to not commit any ethical violations

e. MH agrees to have required insurance coverage

f. MH agrees to provide a monitored environment that allows parole clients to live independently. All houses have a live-in manager.

g. MH agrees to meet or exceed all standards, regulations, laws, and ordinances as adopted by federal, state, and local authorities

h. MH agrees to have a policy and operations manual that is accessible to all employees regarding fiscal management, intake, housing support services, resident rules, resident grievance and appeal process policy, resident case records, written emergency plans

i. MH agrees to coordinate activities for Parole with the Director of Supervision and Services and shall abide by all rules and regulations set by Parole

j. MH agrees to establish a staffing pattern that ensures staff will be available to assist and monitor parole clients as needed. The plan will include coverage is available in the event of vacancies due to vacation or illness

k. MH agrees to limit ingress into the facility

l. MH agrees to report to the Director of Supervision within 24 hours of an unusual incident

m. MH agrees to maintain the following records: intake and termination forms, signed copy of resident rules and regulations, unusual incidents reports, grievance forms

n. MH has submitted to the State of Nebraska: articles of incorporation, bylaws, federal tax identification number, list of board of directors

o. MH agrees to prohibit any current parole client from being assigned a position of authority over another parole client.

p. MH identifies the President, Michael Corrado, as the point of contact for any concerns and a mitigation plan.

q. MH agrees that the client’s length of stay varies and depends on the client’s progress. Typical stay is 6 – 8 weeks but are in no way guaranteed

r. MH agrees that no maximum or minimum class size is required

s. MH agrees to provide data upon request which includes, number of individuals served, average length of stay, types of programming and classes offered, and general demographic information

t. MH agrees to maintain confidentiality and dignity of clients controlled by 42 CFR Par 2.

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u. Site Locations

1. 3212 N 61st St Omaha, NE 8 beds

2. 3870 Hamilton Omaha, NE 8 beds

3. 4821 Ames Ave Omaha, NE 20 beds

4. 4825 Ames Ave Omaha, NE 20 beds

5. 2648 Washington Lincoln, NE 9 beds

6. 5203 Walker Lincoln, NE 9 beds

7. 315 N 35th Lincoln, NE 12 beds

2. Scope of work

a. General demographic information

a. We accept clients are 18 and older. We do not discriminate against any sexual orientation, gender, religion, sex offenders, but instead, accept clients depending on their desire to stay alcohol/drug free, follow our house rules, and transition to permanent housing.

b. Number of individuals served

i. No maximum or minimum required, but currently we house about 24

c. Average length of stay

i. 4- 8 weeks is expected but not guaranteed, however, currently we average:

1. Parole clients on a voucher – 44 day average

2. Parole clients on self pay – 32 day average

d. Types of programming and classes offered

i. Behavior Based

1. Moral Reconation Therapy

ii. Education Based

1. Financial classes

2. Resume building

3. Employment and Mock-Interviews

4. SNAP

5. Drivers License, Birth Certificate and Security card

6. Anger Management

7. Family Reunification

8. Life Skills

b. Proposed development approach

a. Our houses are spread out in different locations to help aid the resident to escape negative influences in different parts of town.

b. We have one full-time vehicle that transports our residents to appointments, job interviews or counseling sessions. However, independence is strongly encouraged to find their own transportation. All of our houses are positioned within one mile from the nearest bus stop.

c. Our houses are equipped very similar to a single-family home.

The houses are furnished with beds, dressers, a living room with couches and a flat screen television. Our kitchens and fridge

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5 | P a g e are fully stocked with pantry items and food so our residents can cook and meal plan. We have laundry facilities with WIFI and telephone. We provide hygiene, blankets, sheets, and pillows as well.

d. We have live-managers at each house for supervision. Wake-up is at 7am where we have a motivational meeting then a 10pm curfew that all residents must follow. We also have a Case Manager that oversees all the live-in managers and all houses.

e. Our houses are designed and furnished to feel as little as a facility as possible, but instead, like a home a person can hope to grow up and raise a family in. The aim is to provide programming and moral therapy in an environment not different from the life that a client can expect when they leave our house.

It is important to make the client feel comfortable in their environment, but to keep on track with life goals, employment, and financial independence. We have no affiliation with any religion, but we do encourage spirituality and self-worth, so we encourage and welcome all religions.

f. All our clients have constant direction coming from all house managers and, case managers to encourage safe, clean, sober, and a motivational environment. All classes and one on one meetings focus on growth, guidance on strategies to motivate and enhance the client to work on mental, physical, emotional, spiritual, financial aspects with a moral compass providing wrap around services. We have a lot of supportive assistance from community organizations that also coordinate and communicate with staff to ensure compliance.

g. We work on employment retention and work with apartments and landlords for transition placement opportunities.

b. Technical considerations

a. MH have already been performing the identical services as proposed in this agreement for over two years for Parole. MH is continuing to improve the processes and communication with Parole to better serve the clients in their transition to permanent housing.

b. We will continue to partner with additional local community partners to provide 360 degree wrap-around services to the clients.

c. If parole exceeds our capacity of the number beds that we currently have, we are able to expand to add another property.

In the past, we have been able to do this within 60 days.

d. We have a full-time handyman/maintenance supervisor that performs all emergency and continuing maintenance.

e. Our houses have security cameras in all living areas and exterior areas except the bedroom and bathrooms.

f. We perform random UA/breathalyzer testing

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c. Detailed project work plan

a. Week One

i. Clients are required to review house rules and sign an agreement for expectations. This can be done in treatment or while incarcerated. Intake forms are filled out to review that the client’s basic needs are met. These needs can include hygiene, medication, evaluations, and referrals to resources in the community.

ii. The House Manager provides a tour of the house.

iii. We review chores to be completed. They are split equally to the residents in the house. Each common room has a list of requirements that are expected from each client if they are on that chore for the week.

iv. There is a log out sheet that all clients are expected to use when they are leaving the house for the day. There is also a calendar that lays out scheduled meetings and programming.

v. We transport our clients to ensure their needs are met without barriers.

b. Week Two

i. This week we start our employment search. We also utilize community resources like Metro Reentry Rap program to assist with employment. Clients enroll with Metro during week one, but with wait times, their first appointment is the second week.

ii. There is also the option to attend school with Metro, apply for grants and financial aid.

iii. We assist with birth certificates and social security cards.

iv. We prepare the client for interviews with mock interviews and resume building.

v. We refer the client for help with interview clothing to enhance appearance.

vi. We offer supportive services, assisting with transportation and time management.

c. Week Three

i. We work on character building, morale development and time management. Depending on the program, we will utilize MRT. In these classes, we assign homework, and we will review with the client.

ii. We ensure clients are employed by this week and ask that they sign an employment agreement, that they intend to keep this employment for the 8 week program for stability.

iii. We have individual sessions that allow clients to let us know what they are working on that week.

d. Week Four

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i. We begin on coping skills, giving back, and cooking classes.

ii. Coping skills is where we work on dealing with emotions and stress of everyday life. We offer a class with information and discussions.

iii. Giving back is a volunteer class where we ask clients to volunteer in the community doing service work. This is usually a few hours during the week.

iv. Our cooking classes are always interesting. We discuss what does our grocery budget look like, when we go to the store, and what do we need to prepare meals. Then we have a large house dinner for family style cooking class with a sit-down dinner after. Houses eat all together and talk about the experience.

e. Week Five thru Eight

i. These weeks we concentrate on budgeting, financial literacy, and planning for transition. There are one on ones to monitor the progress. We offer direction and guidance during this phase.

ii. We assist with opening bank checking accounts.

iii. We will schedule for driver’s license tests and begin talking about buying vehicles and auto insurance.

iv. We will discuss credit scores and help with pulling credit scores so the clients learn about the value of paying bills on time and what that can do for the client in the future.

v. We start preparing a budget for transitioning. Every client needs vary, so this can take place at any point during this phase depending on client’s needs.

f. Week Nine thru Twelve

i. During these final weeks, we mainly concentrate on the transition to permanent independent housing.

ii. We prepare the client by identifying stressors, triggers, and reviewing resources available in the community to ensure clients have beds, food, and are prepared to ask for help when they need it. This helps with avoiding learned helplessness.

1. The final classes are to help the client to create a plan to avoiding old thought processes and behaviors that will discourage clients to reoffend.

g. Length of program

i. Program is 9-12 weeks, unless the client transitions earlier.

h. Program completion

i. Clients receive a completion certificate.

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ii. Clients are allowed to stay if they are not ready to transition, however, they must pay $175 week for room and board.

d. Deliverables and due dates

a. MH is prepared to start this agreement immediately after receipt of an executed contract.

Service Verification Letter

December 14, 2022

Dear Mr. Corrado:

This letter certifies that Michael James Corrado was discharged from the U.S Armed Forces having served during the following period(s):

Branch of Service Entered Active Duty Discharged Character of Service

Marine Corps June 14, 1999 December 8, 1999 Honorable

(You may have additional periods of service not listed above.)

How You Can Contact Us

If you need general information about benefits and eligibility, please visit us at https://www.ebenefits.va.gov or http://www.va.gov.

Call us at 1-800-827-1000. If you use a Telecommunications Device for the Deaf (TDD), the number is 1-800-829-4833.

Ask a question on the Internet at https://www.va.gov/contact-us.•

Sincerely Yours, Regional Office Director

DEPARTMENT OF VETERANS AFFAIRS

Michael James Corrado 11928 N 178th Cir Bennington, NE 68007

In Reply Refer to:

xxx-xx-0468 27/eBenefits https://www.ebenefits.va.gov http://www.va.gov https://www.va.gov/contact-us/

Planning Depar ent C)maha/Douglas Civic Center

1819 Iiarnam Street, liuite 1 100 ()maha, Nebtaska 6gl g3

(402) 444_51s0 Telefax (402) 444_6140

David K. Fanslau I)irector

October 25r,2021

Michael Corrado 6607 Mapk-. Street Omaha, NE 68104

RE:

it:tl:I:;,i;ili:llil!rTt05600)1) Lesarv described as NoRTHF IELD AD,D Lor 6 BLocK 1 1/2 vA. ALLE:, To Whom lt May Concern:

The city o1'omaha Planning Department received a request for information and zonin(; confirmation on the above, regarydescribed property.

The properly is zoned R7-lvlerjiunq-Density Multiple-Family Residentierl District. All applicable zoning regulations can be found ll,""i":i;ffif:::tl";Ii:':1}||,H'i:icoo"' A rink to chapter s{i can be round on oL,r website: prannins.cityoromaha.ors.

City of Omaha Jean Stothert, Mayor

Geoff Solomc)nson City Planner, Omaha City plirrrning

Residential District Residential District Residential District

No zoning or building coder r,riolations are opetl the property. The property is not within a pUD-planned Unit Development. Nospecial or conditional uses have be'en approved on the property. No variances exist on tfre pro;certy.

small Group Living (Disabre>di) i:s a permitted use in the R7 Zoning District.

To the best of our knowle<lge, the property complied with all density, height and setback regul;rtions, at th,= time of constr reason to believe that the use of the property is nonconfor application for Site plan revie,w musit be submitteo. The app t information regiarding building permits and/or a certificate of occupancy, please contact permits and Inspections150 x2121' This; information is provided as a public service and is berieved tq be accurate; however, neither thenor the city assumes; liability for errors or omissions. lf you have any furthr-.r questions, please contact Geoffat 402-444_511i0 x 21et1 .

Sincerely, OMAHA CIT\/ PLANNING DIEPI\RTMENT

GC-Genr:ral_Cornmercial Dis;trict R7-Mediurn- Densi

Benefit Summary Letter

December 14, 2022

Dear Mr. Corrado:

This letter is a summary of benefits you currently receive from the Department of Veterans Affairs (VA). We are providing this letter to disabled Veterans to use in applying for benefits such as state or local property or vehicle tax relief, civil service preference, to obtain housing entitlements, free or reduced state park annual memberships, or any other program or entitlement in which verification of VA benefits is required. Please safeguard this important document. This letter is considered an official record of your VA entitlement.

Our records contain the following information:

Personal Claim Information

Your VA claim number is: xxx-xx-0468

You are the Veteran.

Military Information

Your most recent, verified periods of service (up to three) include:

Branch of Service Character of Service Entered Active Duty Released/Discharged

Marine Corps Honorable June 14, 1999 December 08, 1999

Recent periods of military service

(There may be additional periods of service not listed above.)

VA Benefit Information

You have one or more service-connected disabilities: Yes

Your combined service-connected evaluation is: 90%

Summary of benefit information

You should contact your state or local office of Veterans' affairs for information on any tax, license, or fee-related benefits for which you may be eligible. State offices of Veterans' affairs are available at http://www.va.gov/statedva.htm.

How You Can Contact Us

DEPARTMENT OF VETERANS AFFAIRS

Michael James Corrado 11928 N 178th Cir Bennington, NE 68007

In Reply Refer to:

xxx-xx-0468 27/eBenefits http://www.va.gov/statedva.htm

If you need general information about benefits and eligibility, please visit us at https://www.ebenefits.va.gov or http://www.va.gov.

Call us at 1-800-827-1000. If you use a Telecommunications Device for the Deaf (TDD), the number is 1- 800-829-4833.

Ask a question on the Internet at https://www.va.gov/contact-us.•

Sincerely Yours, Regional Office Director https://www.ebenefits.va.gov http://www.va.gov https://www.va.gov/contact-us/

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ATTACHMENT A, Rev1

Bidder Questionnaire Answers

2.1 – We have daily case management meetings for all case managers to discuss client issues and case management. We have meetings weekly on Mondays with Parole. We also have company weekly meetings on Thursday for all staff with the MH president. At these meetings, we discuss any upcoming challenges or present issues. We make an action plan immediately.

At the following meeting, we discuss how the challenge was handled and if it requires further action.

3.1 –

Programming - MH provides Moral Reconation Therapy (MRT) for our behavioral health treatment. MRT, an NREPP program, is the premiere cognitive-behavioral treatment program for substance abuse and offender populations. Developed in 1985 by Dr. Gregory Little and Dr.

Kenneth Robinson, over 200 published outcome studies have documented that MRT-treated offenders show significantly lower recidivism for periods as long as 20 years after treatment.

Education – MH provides educations on a case-by-case basis such as: financial classes, disability application, snap classes, life skills, cooking, anger management, family reunification, job applications, resume assistance

3.2 – MH has four individuals certified to provide Moral Reconation Therapy, a cognitive-behavioral treatment system. Those individuals are Michael Corrado, Julie Knight, Christine

Tannehill, and Connie Esser.

3.3 – MH has purchased three new properties in the last two years. Two of the properties are

4825 and 4821 Ames in Omaha. This location provides 24/7 supervision with greater oversight of the clients. It also features 10 – 2 bedroom, one bath apartments where our case managers also has an office.

2648 Washington is a new location we have added in Lincoln to better serve the incoming clients release from incarceration.

At the remainder of our properties, we have incorporated security cameras for better supervision of clients.

AT]-ACHMENT A, REV1, Bidder euestionnaire

RFQ 1 1176526

llransitionial Living Housing, inc;luding Mental Health programming, for parole cilients

Bidder Name: I{i t/"*t l,lous(, Bidder should compl,ete all questic,ns in Attacl'rment A. Cost must be reflected ap,propriafely in cos;t proposal based on the transitional living tier and programs offered.

Indicate which areas'where trarrsitional living will be available:

Response:

{ruean Omaha Regional Office, 1313 F::arnam Streel.

Omal-ria, NE 68102

Bt,tear Lincoln ltesionil Office

421 South 9th Street, Spite 220

Lincoln. NE 685;08 nNear Grand lsland Regional Office

181 1 'v'Vest 2nd Street, Suite 22t5

Grancl lsland, NE 68803

ENear Kearney Regional Office

4009 t3ith Avenue, Suite 22

Kearney, NE 68845 nNear Hastings Regio$al Office

2727 West2nd lltreet, $uite 224

Hastings, NE 68901 trNear Norfolk Ftegionall Office

'1700 North Vir:tory LanQ

Norfolk. NE 68702

!Neerr North Platte Regional C)ffice nNear Scottshluff Regipnal Office

200 South Silber Avenue 505-4 Broadway', Suite p00

North Platte, NE 69101 trOTl-lER (Provide location):

Scottsbluff, NE: 69361

I1.2 | Provide the physical address of the Transitional Living with F,rogrammfng location(s).

J

ATT.ACHMENT A, REV1, BiddET

RFQ 1 1176526

Transitionill Living Housing, including Mental Health Progra , for Parole clients

Describer how any poterntiill areas of concern will be identified and th may include but are rrot lirnited to: Staffing, cleanliness, and/or mitigation ;clan. These areas;

code defir:iencies.

Response: ftms4 ,eL .l

Describe which of the three tiers or types of transitional housing

l. Licerrsr:d Halfway' House: A,24hour structured supportivt;

generally following primary treatment licensed by the Departnrent of servicest'Division of Public; Health/Licensure Unit that serves iustice-

ll. Transitional Living with Programming: Supportive, temporary (i.e., emp,loyment) to lfacilit,ate transition into independent living.

lll. Translitional Living/Sale ancl Sober Living without prograrnmirrl;:

individua s requiring nnore stability than emergency shelter with the 1 tmenUrer;overy facil itv inclividuals.

, which includes senrices of acquiring independernt

Response: {1;rn;,kro1r;r( t,lvrl w;t{ ft{lvh^n,y

Describe the number of beds that are available to the NBOP/llivis;irrn Parole Supenrision.

Response: Lrltrl, n - I

OAa'i\t'lt1' -

ATTACHMENT A, REV1, Bidder euestionnaire

RFQ 1 117'65 Z6

Transitionetl lliving Housing, including Mental Health Programrning, for parole c;liernts

Describe what progrermming/education that is provided.

The Board of Parole rlefines programming as any service thert inv,clves behavioral ht;alth treatrnert offered by a licensed provider as part of the total cost for pLtrposes of the Transitional t-ivf n11 rruitn Programming level of housing.

Educational Programs such as, the following are 4! consirjerecl as beharrioral health trehtmrerrt:

Budgeting, Building Family Relations, Life Skills, Anger Manargement, Case Management S{rruices.

lf able to provide behavioral health treatments,, please descriloe programming being offr:red, lf unable to provide behavioral health treatments, please stak-' so below and on the corst p1lpos€u, provide c,ost reflecting no programming/education.

I I\UU. tlL o,lful*a reigotts:L.'

Describe hrlw many and which types of Mental Health Proferssionals, licr-.nsed by the $terter of Nlebraska, and credentialed staff are available to provide Prolgrilmming. lf none, pleise state r;o.

er Plu.tt- s1L cvk'hcl 47''tga

[)es;cribe any enhancements or changes to the site in the pelst traro (2) years that may prov'icle an enhanced experience for parole clients.

Vllt gc' tLP "YkJo[ rca goatL

,r

Operating Agreement

MAK Development,LLC, aL Nebraska Limited Liability Company

THIS OPERATING AGREEMENT of MAK Development, LLC (the "Comp any") is entered into as of the dlate set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement.

A. The Members have formed the Company as a Nebraska limited liability comPany under the Nebr:aska Uniform Limited Liability Company Act. The purpose of the Company is to conduLct any lawful business for which limitediiability companies may be organized under the laws of the state of Nebraska. The Members hereby adopt and approve the articles of organization of the Company filed with the Nebraska Secretary of State.

B. The Members enter into this Agreement to provide for the governance of the Company and the corrduct of its business, and to specify their relative rights and obligations.

ARTICLE 1: DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Nebraska Uniform Limited Liability Company Act.

"Agreement" means this Operating Agreement of the Company, as may be amended from time to tirne.

"Capital Account" means, with respect to any Member, an account consisting of such Member's Capital Clontributior; (1) increased by such Member's allocated share of income and gain, (2) decreased by such Member's share of losses and deductions,

(3) decreased by any distributions made by the Company to such Member, and

(4) otherwise adjusted as required in accordance with applicable tax laws.

"Capital Contribution" means, with respect to any Member, the total value of

(1) cashL and the fair marlket value of property other than cash and (2) services that are contributed and/ or agreed to be contributed to the Company by such Member, as listed on Exhtbit A, as may be updated from time to time according to the terms of this Agreement.

"Exhibit" means a document attached to this Agreement labeled as "Exhibit A," "Exhibit 8," and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement.

''Member" means each Person who acquires Membership Interest pursuant to this Ag:reement. The Mernbers are listed on Exhibit A, as may be updatedfrom time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement.

'"Membership Interest" means the entire ownership interest of a Member in the Compa:ny at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Nebraska Uniforrn Limited Liability Company Act, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement.

"Ownership Interest" means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided.

"Percentage Intererst" means the percentage of ownership in the Company that, with rer;pect to each Member, entitles the Member to a Membership Interest and is expressed as either:

l\. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from timr: to time pursuant to this Agreement; or

B. If ownership in the Company is expressed in Units, the ratio, expressed as a percentage, of:

the rLumber of Units owned by the Member (expressed as "MlJ" in the equation below) divided by

(1)

-2-the total

Percenta

"Person" means an indi trust, estate, associatioru co domestic or foreign.

"IJnits" mean/ if ow ownership in the Company, Membership Interest whictu i.f opposite the name of each pursuant to this Agreement.

ARTICLE 2: CAPITI\

CAPITAL A

2.1, Initial Capital C respective addresses, initial Cla forth on Exhibit A. Each Menr Contribution set forth next to s of the Company.

2.2 Subsequent Capita

additional Capital Contribu subsequent Capital Contributi consent in writing, the Mem pro rata basis in accordance wi otherwise unanimously agreerd

2.3 Additional M

A. With the excepti Agreement or (2) otherwise ex may become Members of the only if approved by and on signed by all of the existing

(2) mber of Units owned by all of the Members of the Company expressed as "TU" in the equation below).

Interest - W

TU

idual (natural ation,limited person), partnership, limited partnership, liability company, or other entity, whether p in the Company is expressed in Units, units of t, with respect to each Member, entitles the Member to a pplicable, is expressed as the number of Units set forth on Exhibit A, as may be adjusted from time to time

CONTRIBUTIONS, ADDITIONAL MEMBERS,

AND LIMITED LIABILITY

ibutions. The names of all Members and each of their Contributions, and Ownership Interests must be set has made or agrees to make the initial Capital h Member's name on Exhibit A to become a Member

Contributions. Members are not obligated to make unless unanimously agreed by all the Members. If are unanimously agreed by all the Members in a may make such additional Capital Contributions on a each Member's respective Percentage Interest or as by the Members.

of a transfer of interest (1) governed by Article 7 of this authorized by this Agreement, additional Persons and be issued additional Ownership Interests determined by a unanimous written agreement rs.

B. Before a Person rnay be admitted as a Member of the Company, that Person must sign and deliver to the Company the documents and instruments, in the form and containing the inforrlration required by the Company, that the Members deem necessary or desirable. Membejrship Interests of new Members will be allocated according to the terms of this Agreement.

2.4 Capital Accounts. Ipdividual Capital Accounts must be maintained for each Member, unless (a) there is onlly one Member of the Company and (b) the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable ltax laws.

2.5 Interest. No interesl;will be paid by the Company or otherwise on Capital contributions or on the balancq: of a Member's Capital Account.

2.6 Limited Liability; No Authorify. A Member will not be bound by, or be personally liable for, the expenFes, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided in this Agreement or as required by the Nebraska Uniform Limited Llability Company Act. Unless expressly provided in this Agreement, no Member, acting alone, has any authority to undertake or assume any obligatiory debt, or responsibility, or otherwise act on behalf of, the Company or any other Member.

ARTICI-E 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocations. tlnless otherwise agreed to by the unanimous consent of the Members any income, gain,los$, deductiory or credit of the Company will be allocated for accounting and tax prrrposes on a pro rata basis in proportion to the respective Percentage Interest held by eac]h Member and in compliance with applicable tax laws.

3.2 Distributions. The (lompany will have the right to make distributions of cash and property to the Members on a pro rata basis in proportion to the respective Percentage Interest held by eacfr Member. The timing and amount of distributions will be determined by the Members in accordance with the Nebraska Uniform Limited Liability Company Act.

3.3 Limitations on Distlributions. The Company must not make a distribution to a Member if, after giving efferct to the distribution:

A. The Company wQuld be unabie to pay its debts as they become due in the usual course of business; or

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B. The fair value of its total liabilities plus the a dissolved at the time of the dis dissolution of Members, if any Members receiving the distri

4.1 Management.

A. Generallv.

Uniform Limited Liability C be managed by the Members.

B. Approval and pursuant to this Agreement or Act for the Company to enga must be approved by the bind the Company. With such sign on behalf of the Company matter or matters so approved.

bind the Company to any a or claim to have the ability to

C. Certain Decisi clause B above, the following consent in writing to constitu

(i)

(iD

The(iii) or substan

-5-

A material business;

Company's total assets would be less than the sum of that would be needed, if the Company were to be ibution, to satisfy the preferential rights upon whose preferential rights are superior to those of the tion.

MANAGEMENT

to the terms of this Agreement and the Nebraska Act, the business and affairs of the Company will

Unless greater or other authorization is required the Nebraska Uniform Limited Liability Company in an activity or transaction, all activities or transactions , to constitute the act of the Company or serve to pproval, the signature of any Members authorized to is sufficient to bind the Company with respect to the Without such approval, no Members acting alone may with or obligation to any third party or represent bind the Company.

Requiring Greater Authorization. Notwithstanding tters require unanimous approval of the Members in a an act of the Company:

change in the purposes or the nature of the Company's

With the e this Agree Member's of a transfer of interest governed by ArticleT of.

the admission of a new Member or a change in any embership Interest, Ownership Interest, Percentage

Interest, o Voting Interest in any manner other than in accordance with this of the Company with any other entity or the sale of all lly all of the Company's assets; and

(iv) The amen

4.2 Officers. The Me

time to time. The officers will perform the duties that the Me continue to perform and hold chosen and appointed by the the Members, which terminati employment agreement exists agreement. Subject to applica officer will serve at the directi for any reason, by the

5.1 Accounts. The

Company's business, includi The records must be kept at to inspection and copying by notice by the Members wishi representatives, for purposes Members. The costs of inspecti

5.2 Records. The Mem

following business records.

(1,1

(ii)

(iii)

-6-of this Agreement.

are authorizedto appoint one or more officers from the titles, the authority, exercise the powers, and bers determine from time to time. Each officer will fice until such time as (a) the officer's successor is embers; or (b) the officer is dismissed or terminated by n will be subject to applicable law and, if an effective tween the officer and the Company, the employment law and the employment agreement (if any), each of Members, and may be terminated, at any time and

ARTICLE ACCOUNTS AND ACCOUNTING

y must maintain complete accounting records of the a full and accurate record of each Company transaction.

Company's principal executive office and must be open embers during normal business hours upon reasonable to inspect or copy the records or their authorized bly related to the Membership Interest of such and copying will be borne by the respective Member.

will keep or cause the Company to keep the

An up to names, la te list of the Members, each of their respective full legal known business or residence address, Capital

Contri the amount and terms of any agreed upon fufure Capital ibutions, and Ownership Interests, and Voting lnterests;

A copy of Company's federal, state, and local tax information and i tax returns and reports, if any, for the six most recent taxable y

A copy of amended articles of organization of the Company, as may be time to time ("Articles of Organization"); and

(i")

A

5.3 Income Tax R

Company will use its best eff for the Members to complete reports and a copy of the tax returns and reports for

5.4 Subchapter S

Members, elect to be treated f designation may be changed Section 1362(d) and applicable

5.5 Tax Matters Mem

select a tax matters partner pru and any regulations issued by designate one of the Members designation in effect at all ti

5.6 Banking. All funds

accounts in the name of the institutions. The Members art:

and deliver any banking resol institutions in order to esta

6.1 Members and Vot-i

vote on all matters with resperc or the Nebraska Uniform Lirrri otherwise stated in this Nebraska Uniform Limited Li least a majority of the Voting out an action.

6.2 Meetings of Mem

are not required but may be necessary or desirable for the

An ori signatu

, signed by all then-current Members.

Within 45 days after the end of each taxable year, the to send each of the Members all information necessary ir federal and state tax information, returns, and y's federal, state, and local tax information or income year.

n. The Company may, upon unanimous consent of the income tax purposes as an S Corporation. This permitted under the Internal Revenue Code lations.

Anytime the Company is required to designate or t to Section 6231,(a)(7) of the Internal Revenue Code

Internal Revenue Service, the Members must the tax matters partner of the Company and keep such f the Company must be deposited in one or more bank pany with one or more recognized financial thorized to establish such accounts and complete, sign, reasonably required by the respective financial an account.

ARTICLE 6: M BERSHIP - VOTING AND MEETINGS

Rights. The Members have the right and power to to which the Articles of Organization, this Agreement, Liability Company Act requires or permits. Unless (for example, in Section 4.1(c)) or required under the ility Company Act, the vote of the Members hotding at of the Company is required to approve or carry

Annual, regular, or special meetings of the Members at such time and place as the Members deem management of the Company. A written notice

-'7 _ signed copy, which may include counterpart of this Agreement, and any amendments to this setting forth the date, time, period of time before the date meeting. A Member may wai Company's principal executi Uniform Limited Liability Members is required under manner permitted by the Ne by conference call or similar taken at a meeting may be a be taken and is signed by Me approve the action. If any acti written consent of the did not consent to the action.

ARTICLE 7: WITHDRAW

7|J, Withdrawal.

dissolution and winding up of respective Membership Members unanimously agree i a Member that withdraws p from the Company in an a

7.2 Reshictions on Tr

Membership Interests to any person may acquire Mem consent of all Members. A with this Section 7.2wllIbe ad requirements of Section 2.3(b)

8.1 Dissolution. The

following events:

(i) location of a meeting must be sent within a reasonable the meeting to each Member entitled to vote at the notice of a meeting by sending a signed waiver to the office or as otherwise provided in the Nebraska pany Act. In any instance in which the approval of the Agreement, such approval may be obtained in any

Uniform Limited Liability Company Act, including unications equipment. Any action that could be ed by a consent in writing that describes the action to holding the minimum Voting Interest required to is taken without a meeting and without unanimous notice of such action must be sent to each Member that

L AND TRANSFERS OF MEMBERSHIP INTERESTS

bers may withdraw from the Company prior to the Company (a) by transferring or assigning all of their pursuant to Section 7.2below, or (b) if all of the a written consent. Subject to the provisions of Article 3, to this Section 7 |1, wIlI be entitled to a distribution t equal to such Member's Capital Account.

; Admission of Transferee. A Member may transfer Person without the consent of any other Member. A p Interests directly from the Company upon the written that acquires Membership Interests in accordance itted as a Member of the Company only after the complied with in full.

RTICLE 8: DISSOLUTION

will be dissolved upon the first to occur of the

The unani agreement of all Members in a consent in writing the Company;to dissolv

-8-

(ii)

(iii)

(i")

(v)

8.2 No Automatic Di

in this Agreement or required bankruptcy, or withdrawal of the Company.

9.1 Indemnification.

hold harmless any Person who paft!, to any Proceeding (as

Person was or is a Member, o Company, or was or is serving officer, employee, representati corporation, partnership, j oint referred to as a "Company A judgments, fines, settlements, maximum extent now or herea used in this Article 9, means individual claim or matter wi

-9-

Entry of a of judicial dissolution under Nebraska Uniform Limited bility Company Act;

At any that there are no Members, unless and provided that the C is not otherwise required to be dissolved and wound up, wi 90 days after the occurrence of the event that terminated the membership of the last remaining Member, the legal represen continue extent tha Company, the Com

Member;

The sale assets;

A merger entities in ive of the last remaining Member agrees in writing to Company and (i) to become a Member; or (ii) to the the last remaining Member assigned its interest in the to cause the Member's assignee to become a Member of ny, effective as of the occurrence of the event that the continued membership of the last remaining transfer of all or substantially all of the Company's consolidation of the Company with one or more hich the Company is not the surviving entity.

lution Upon Certain Events. Unless otherwise set forth applicable law, the death, incapacity, disassociatiory

Member will not automatically cause a dissolution of

CLE 9: INDEMNIFICATION

Company has the power to defend, indemnify, and was or is aparty, or who is threatened to be made a t term is defined below) by reason of the fact that such , employee, representative, or other agent of the t the request of the Company as a director, Governor, e or other agent of another limited liability company, enture, trust, or other enterprise (each such Person is t"), against Expenses (as that term is defined below), other amounts (collectively, "Damages") to the ter permitted under Nebraska law. "Proceeding," as threatened, pending, or completed actiory proceeding, n a proceeding, whether civil, criminal, administrative, or investigative. "Expenses," costs, reasonable attorney and establishing a right to inde

9.2 Mandatory. The Co

Company Agent in connection involved if, and to the extent, indemnify a Company Agent i

9.3 Expenses Paid by

each Company Agent i actually and reasonably i Proceeding may be paid by Proceeding if authorizedby a holding a majority of the Voti Company Agent seeking inde payment of Expenses, the Com written undertaking to the applicable Expenses to the Company Agent is entitled or Company (as set forth in applicable law).

10.L Notice. (a) Any communications) to be sent by Agreement must be in writing or by certified mail (or equiva time) to the following Section: (i) if to the Company, executive office; and (ii) if to a known address for notice on notice address by sending wri specified above. Notice will be delivery, if delivered personall the date of posting if sent by

10.2 Entire Agreemen!

Organization (together, the "O used in this Article 9, includes, without limitation, court rt fees, and any expenses incurred relating to tion, if any, under this Article 9.

ny must defend, indemnify and hold harmless a with a Proceeding in which such Company Agent is law requires that a limited liability company connection with a Proceeding.

Company Prior to Final Disposition. Expenses of or held harmless under this Agreement that are in connection with the defense or settlement of a Company in advance of the final disposition of a te of the Members that are not seeking indemnification Interests (excluding the Voting Interest of the ification). Before the Company makes any such ny Agent seeking indemnification must deliver a pany stating that such Company Agent will repay the unless it is ultimately determined that the ired to be indemnified and held harmless by the 9.'L or 9.2 above or as otherwise required by

AR E 10: GENERAL PROVISIONS

(including requests, demands, or other ne party to another parry in connection with this delivered personally, by reputable overnight courier, t service offered by the postal service from time to or as otherwise notified in accordance with this tices must be sent to the Company's principal

, notices must be sent to the Member's last . (b) Any party to this Agreement may change its notice of such change to the Company in the manner to have been duly given as follows: (i) upon or by reputable overnight carrier or (ii) five days after tified mail.

This Agreement along with the Articles of nizational Documents"), constitute the entire

-10-agreement among the Me understandings and agree except as otherwise required There are no representations, writtery between or among Agreement that are not fully e Agreement may not be by all of the Members, except Uniform Limited Liability C

10.3 Governing Law;

enforced in accordance with Agreement is held to be reason whatsoever, (i) the vali provisions of this Agreement ( provisions containing any unenforceable) will not in any fullest extent possible, the replaced by a provision that unenforceable provision and

10.4 Further Action.

execute, acknowledge, and d appropriate, or desirable to ca

10.5 No Third Party

of the parties to this Agreemen and no other Person or entity This Agreement will be bindin heirs, personal representa

10.6 Incorporation by

schedule, and other document incorporated into this Agree

10.7 counterparts counterparts

Counterparts.

with the same eff will be construed and replace and supersede all prior written and oral with respect to the subject matter of this Agreement, the Nebraska Uniform Limited Liabitity Company Act.

ts, arrangements, or undertakings, oral or Members relating to the subject matter of this pressed in the Organizational Documents. This or amended in any respect, except in a writing signed otherwise required or permitted by the Nebraska

Act.

erabilify. This Agreement will be construed and laws of the state of Nebraska. If any provision of this ble by a court of competent jurisdiction for any ,IegaIlty, and enforceability of the remaining ding without limitation, all portions of any unenforceable provision that are not themselves ay be affected or impaired thereby, and (ii) to the 'orceable provision will be deemed modified and roximates the intent and economic effect of the Agreement will be deemed amended accordingly.

Member agrees to perform all further acts and ver any documents which may be reasonably necessary, out the provisions of this Agreement.

eficiary. This Agreement is made solely for the benefit and their respective permitted successors and assigns, ill have or acquire any right by virtue of this Agreement.

on and inure to the benefit of the parties and their and permitted successors and assigns.

erence. The recitals and each ttached to or referred to in this appendix, exhibit, Agreement are hereby by reference.

Agreement may be executed in any number of as if all of the Members signed the same copy. All ther and will constitute one agreement.

inder Intentionally Left Blank.l

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IN WITNESS , the parties have executed or caused to be executed this Operating Agreement do each hereby represent and warrant that their respective signatory, whose ture appears below, has been and is, on the date of this Agreement, duly au to execute this Agreement.

-12-

The Members of the Contributions, and Ownershi this Exhibit A current and u including, but not limited to, Members

Michael Corrado Address:

9007 F Street Omaha, Nebraska 68127

EXHIBIT A

MEMBERS

and their respective addresses, Capital Interests are set forth below. The Members agree to keep in accordance with the terms of this Agreement, 2.1, 2.3, 2.4, 7 Jl., 7.2, and L0 |J,.

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