Operating agreement

1.1 Name. The name of the Company is Sun Valley Mechanical LLC.

1.2 State of Organization. The Company is organized as a limited liability company under the laws of the State of Arizona.

1.3 Effective Date. This Agreement is effective as of August 15, 2026.

1.4 Principal Office. The Company's principal place of business is as designated by Marcus Rivera from time to time. The Company may maintain additional offices as Marcus Rivera determines appropriate.

1.5 Registered Agent. The Company shall maintain a registered agent in Arizona as required by the Arizona Limited Liability Company Act. Marcus Rivera shall ensure the registered agent information on file with the Arizona Corporation Commission remains current.

1.6 Purpose. The Company is organized to engage in any lawful business activity permitted under Arizona law.

1.7 Term. The Company's existence begins on the effective date of its Articles of Organization filed with the Arizona Corporation Commission and continues until dissolved in accordance with this Agreement or Arizona law.

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review this section before signing.

2.1 Sole Member. Marcus Rivera is the sole Member of the Company and holds 100% of the Membership Interests.

2.2 Initial Capital Contribution. Marcus Rivera has contributed or agrees to contribute $175,000 as his initial capital contribution to the Company. This amount is recorded in the Company's books as Marcus Rivera's capital account.

2.3 Additional Contributions. Marcus Rivera is not required to make any additional capital contributions beyond the amount stated in Section 2.2. Any additional contributions are at Marcus Rivera's sole discretion and shall be recorded in the capital account when made.

2.4 No Interest on Capital. Unless Marcus Rivera decides otherwise in writing, no interest accrues on the balance of the capital account.

2.5 Return of Capital. Marcus Rivera is not entitled to demand or receive a return of his capital contribution except upon dissolution of the Company or as otherwise provided in this Agreement.

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review capital contribution requirements and any applicable Arizona-specific rules before signing.

3.1 Sole-Member Governance. The Company is member-managed. As the sole Member, Marcus Rivera has full authority to manage and control the business and affairs of the Company without the approval of any other person.

3.2 Ordinary-Course Authority. Marcus Rivera may bind the Company in any transaction in the ordinary course of business. For any single transaction above $10,000, Marcus Rivera should document his decision in a written resolution or signed approval retained in the Company's records. [VERIFY WITH ATTORNEY IN Arizona: confirm whether any transaction type or dollar amount requires additional formalities under Arizona law or your lender's requirements.]

3.3 Specific Powers. Without limiting Section 3.1, Marcus Rivera may on behalf of the Company: (a) Open and manage bank accounts and lines of credit; (b) Enter into contracts and agreements; (c) Hire, compensate, and terminate employees and contractors; (d) Acquire, hold, and dispose of Company property; (e) Borrow money and pledge Company assets as security; (f) File tax returns and make tax elections; (g) Amend this Agreement or dissolve the Company.

3.4 Officers. Marcus Rivera may appoint, remove, and set the compensation of officers at any time. As of the Effective Date, no officers have been appointed.

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review the management structure and any state-specific governance requirements before signing.

4.1 Sole-Member Decisions. Because the Company has a single Member, all decisions are made by Marcus Rivera alone. No formal vote or consent of other parties is required for any Company action.

4.2 Written Consent. Marcus Rivera may evidence any Company decision by signing a written consent or resolution. Written consents shall be retained in the Company's records alongside other Company books.

4.3 Admission of New Members. If Marcus Rivera wishes to admit one or more additional Members in the future, this Agreement must be amended in writing and signed by Marcus Rivera. Upon admission of any additional Member, the voting provisions of this Agreement should be updated to reflect the new ownership structure. [VERIFY WITH ATTORNEY IN Arizona: confirm the procedural requirements for admitting a new member under Arizona law and your Articles of Organization.]

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review this section before signing.

5.1 Distributions. As the sole Member, Marcus Rivera is entitled to 100% of all distributions made by the Company.

5.2 Timing and Amount. Marcus Rivera may determine the timing and amount of any distribution at his sole discretion, subject to Section 5.3.

5.3 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the ordinary course of business. This limitation reflects the standard solvency requirement under the Arizona Limited Liability Company Act. [VERIFY WITH ATTORNEY IN Arizona: confirm the specific solvency and distribution restrictions that apply under current Arizona law.]

5.4 Tax Distributions. Marcus Rivera may cause the Company to make distributions in amounts sufficient to cover his estimated income tax liability attributable to Company income, as he determines in his reasonable judgment.

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review distribution restrictions and tax implications before signing.

6.1 Books of Account. The Company shall maintain complete and accurate books of account using a method of accounting consistently applied. The fiscal year of the Company ends on December 31 of each year unless Marcus Rivera designates a different fiscal year in writing.

6.2 Required Records. The Company shall keep at its principal place of business, or at another location Marcus Rivera designates: (a) A copy of the Articles of Organization and all amendments; (b) A copy of this Operating Agreement and all amendments; (c) Minutes or written consents of all Member decisions; (d) Federal, state, and local tax returns for the three most recent years; (e) Financial statements for the three most recent fiscal years.

6.3 Tax Treatment. As a single-member LLC, the Company is treated as a disregarded entity for federal income tax purposes unless Marcus Rivera makes an election to be treated otherwise. [VERIFY WITH ATTORNEY IN Arizona: confirm the appropriate tax classification and any state-level tax filing obligations in Arizona.]

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review recordkeeping requirements and tax obligations before signing.

7.1 Indemnification of the Member. The Company shall indemnify and hold harmless Marcus Rivera from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the management of the Company, provided that the conduct at issue did not constitute fraud, willful misconduct, or a knowing violation of law.

7.2 Expenses. The Company may advance expenses to Marcus Rivera in connection with a proceeding subject to indemnification under Section 7.1, subject to Marcus Rivera's written undertaking to repay the advance if it is ultimately determined that he is not entitled to indemnification.

7.3 Scope. The indemnification provided in this Article is not exclusive of any other rights to which Marcus Rivera may be entitled under Arizona law or any other agreement. [VERIFY WITH ATTORNEY IN Arizona: confirm that the indemnification scope and advancement provisions are consistent with the Arizona Limited Liability Company Act.]

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review indemnification provisions before signing.

8.1 General Restriction. Marcus Rivera may not transfer, assign, pledge, or otherwise dispose of all or any portion of his Membership Interest without complying with this Article.

8.2 Permitted Transfers. The following transfers are permitted without restriction: (a) A transfer to a revocable living trust of which Marcus Rivera is the sole trustee and sole beneficiary during his lifetime; (b) A transfer to an entity wholly owned and controlled by Marcus Rivera; (c) A transfer by will or intestate succession upon Marcus Rivera's death.

8.3 Other Transfers. Any transfer not described in Section 8.2 requires a written amendment to this Agreement. The transferee must agree in writing to be bound by the terms of this Agreement as a condition of any transfer.

8.4 Void Transfers. Any purported transfer in violation of this Article is void and of no effect. The Company shall not recognize any such transfer on its books.

[VERIFY WITH ATTORNEY IN Arizona: confirm whether any additional transfer restriction formalities are required under Arizona law or your Articles of Organization, and whether your lender or any other party has consent rights over transfers.]

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review transfer restriction provisions before signing.

9.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following: (a) Marcus Rivera's written decision to dissolve the Company; (b) The entry of a judicial decree of dissolution under Arizona law; (c) Any other event requiring dissolution under the Arizona Limited Liability Company Act.

9.2 Winding Up. Upon dissolution, Marcus Rivera (or a liquidating trustee if Marcus Rivera is unable to act) shall wind up the Company's affairs by: (a) Completing any unfinished business; (b) Collecting amounts owed to the Company; (c) Paying or providing for all Company debts and liabilities; (d) Distributing any remaining assets to Marcus Rivera.

9.3 Order of Distribution. Upon winding up, assets shall be distributed in the following order: first, to creditors of the Company; second, to Marcus Rivera in respect of his capital account balance; and third, any remainder to Marcus Rivera.

9.4 Articles of Termination. After winding up is complete, Marcus Rivera shall file Articles of Termination with the Arizona Corporation Commission as required by Arizona law. [VERIFY WITH ATTORNEY IN Arizona: confirm the current filing requirements and any tax clearance obligations before filing Articles of Termination.]

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review dissolution procedures before signing.

10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles.

10.2 Entire Agreement. This Agreement constitutes the entire agreement of Marcus Rivera with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

10.3 Amendments. This Agreement may be amended only by a written document signed by Marcus Rivera.

10.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

10.5 Counterparts. This Agreement may be signed in one or more counterparts, each of which is an original, and all of which together constitute one and the same instrument. Electronic signatures are acceptable to the same extent permitted under Arizona law.

10.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of Marcus Rivera and the Company. Nothing in this Agreement creates any rights in any third party.

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CrewPlaybook assembled this section from the founder's intake selections. It is not legal advice. Have an attorney licensed in Arizona review these general provisions before signing.