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Item 03 - Touring and Sightseeing Service
ITEM : 3 TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: BRUNO RUMBELOW, ACTING CITY MANAGER EDDIE SALAME, CHIEF OF POLICE MEETING DATE: NOVEMBER 01, 2005 SUBJECT: APPLICATION FOR TOURING AND SIGHTSEEING SERVICE BACKGROUND: On September 20, 2005 the City of Grapevine enacted Ordinance 2005-72 regulating the use of tourism vehicles in the public right-of-way. That ordinance mandates specific permitting requirements for touring and sightseeing service upon any public way within the City limits of the City of Grapevine. APPLICANT Jim Vallilee, DBA Grapevine Excursions Vallilee Holdings, Inc. 2704 Yorkshire Ct. Grapevine, Texas 76051 SERVICE TO BE PROVIDED: The applicant is wishing to provide an amphibious sightseeing service in the City of Grapevine. The service would initially utilize one World War II 1945 DUKW amphibious vehicle. This vehicle has previously been in service by Chicago Ducks Corporation operating on Lake Michigan. The vehicle accommodates up to 28 passengers plus a driver and host. The tour would last approximately 55 minutes covering both roadways and the lake surface of Lake Grapevine. Initial tour fees will be $19.95 Adults, $17.95 Military and Seniors, $15.00 for Children and $10.00 for Children under five. Promotional and packages prices will be available. October 26, 2005 (4:33PM) The applicant has completed a Touring/Sightseeing Service Application for the City of Grapevine. A copy of that application is attached. The applicant has included all the information requested with the exception of the United States Coast Guard Certificate of Inspection stating that an inspection is not required by the United States Coast Guard. Staff has contacted Lt. Commander Greg Davis of the United States Coast Guard to verify that position. Commander Davis cited U.S. Title 46 Part 75.110 that states in part that United States Coast Guard Inspections do not apply to a vessel operating exclusively on inland waters that are not navigable waters of the United States. The applicant is requesting to permit one vehicle and three operators at this time. The applicant has entered into an agreement with Gaylord Texan to provide service from that location. He has also entered into an agreement with Marinas International for the use of boat ramps operated by Marinas International. Dan Hambrick, Risk Manager for the City of Grapevine, has reviewed the insurance documentation provided with the application for compliance with City Ordinance. Mr. Hambrick has stated that it meets the minimum requirements of Ord. 2005-72 however also requests that the applicant and carriers provide to the City of Grapevine a minimum of 30 day notice of any changes or cancellation of policies contained in the application. *Note regarding the application package — Pages 17 and 18 have been crossed through during a correction. Complete driver information is contained on page 19. October 26, 2005 (4:33PM) LOCATION AND ROUTE OF SERVICE: Grapevine Excursions is located at 151 South Dooley Street, Grapevine, Texas. The route proposed by the applicant is: 1. Pickup guests at the Gaylord Texan Tour Bus Lobby. 2. Depart the Gaylord Texan Resort traveling north on Gaylord Trail. 3. Go east on State Highway 26 to Fairway Drive. 4. Travel north on Fairway Drive to Silverlake Marina. 5. Enter Lake Grapevine at Silverlake Marina boat ramp. 6. On water, travel parallel with the shoreline to Scott's Landing boat ramp. 7. Exit the park and travel south on Dove Loop. 8. Head east on Northwest Highway. 9. Travel north on Ball Street past Nash Farm. 10. Go east on Dallas Road to Main Street. 11. Travel north on Main Street past the historical landmarks. 12. Travel east on Northwest Highway towards Gaylord Texan. 13. Enter Gaylord Trail and unload guests at the Tour Bus Lobby. In multiple meetings and conversations with the Applicant, City Staff has recommended an alternative route that would restrict operation to the Northeast portion of Grapevine and specifically exclude the downtown historic district, Main Street, and the Nash Farm area. It is the applicant's desire to pursue a Nash Farm Route. kmm October 26, 2005 (4:33PM) r fiVL,Tie • i r • r'. Touring/Sightseeing Service FranchiseApplication Please read the attached ordinance. The ordinance outlines specific criteria for franchise consideration and application acceptance. The application form is intended as a guide to assist the vendor through the permitting process. It is the responsibility of the vendor applicant to provide all the required 'information. I swear that the information in this application is true and correct to the best of my ability. „� p,t�.e,.S V�� �► il�� Name of person completing application �� p� •( /wM O S g ature Before mem>& on this day personally appeared" y�e-c known to me or proved to me on the oath of or through -� (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this v_ day ofd , A.D. 2005. Page 1 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseAppfication.doc Applicant Information Name: P, M � Vp, �' 1�0 Date of Birth: Social Security Number: exas DL Number: Address: 2`7� y `�c rks �'►e C�. City: G(P. peva^c State: Copy of Driver's License Attached: 0 Full list of all convictions for violations of Federal, State or Municipal laws: 1) Date: Charge: State: County: County: Municipality: Court: Disposition: ----. -- 2) Date: Charge: State: County: Municipality: Court: Disposition: 3) Date: Charge: 4) 5) State: County: Municipality: Court: Disposition: Date: Charge: State: County: Municipality: Court: Disposition: Date: Charge: State: County: Municipality: Court: Disposition:. Attach additional sheets if necessary. Page 2 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Full list of any unpaid judgment(s) of record against the applicant: 1) Date: Cause/Case M State: •— County: Court: Disposition: ''"-- Amount: ~` Copy of judgment attached: ❑ 2) Date: Cause/Case #: State: County: Court: Disposition: Amount: Copy of judgment attached: ❑ 3) Date: 4) 5) Cause/Case M State: County: Disposition: Copy of judgment attached: ❑ Date: Cause/Case M State: County: Disposition: Copy of judgment attached: ❑ Date: Cause/Case M State: County: Amount: Court - Amount: Court: Disposition: Amount: Copy of judgment attached: ❑ Attach additional sheets if necessary. Page 3of21 c:\Documents and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc If Applicant is a Partnership, include each general and limited partner. Indicate general partner(s). Name: Date of Birth: Address: City: State: General Partner L3 Special L) Limited Partner L3 Name: Date of Birth: City: State: General Partner L3 Special U Limited Partner U Name: Date of Birth: Address: City: State: General Partner U Special Ll Limited Partner L) Name: Date of Birth; Address: City: State: General Partner U Special L) Limited Partner U Name: VPM'dc7e� Date of Incorporation: Place of Incorporation: 'Tem Address of Principal Place of Business: '1-70q City: State: Page 4 of 21 CADocurnents and Seftings\krnurray\Loca1 Seftings\TEMP\TouringSightseeingFranchiseApplication.doc Officers and or Directors: Name: Jp^Q& VA) ), i ( � Date of Birth: ) z - (P- & � Address: 1 04 YVI C� City: &1,4 0e?J,(\k, State: Title: C, 6 hAr m P, gvvot Percentage of Capital Stock Name: Pt 0% tAY Vt.,., jI' I eal Date of Birth: Address: ?-10'( V01 VA4el — City: G,t4 00,/ ill t, State: -T,-Z Title: ?f e,5 J el\ Percentage of Capital : Stock _3q o Name: R r (5h11'e,�clldk�Date of Birth >614 LZ Spjr-T(,,A,, State: 1—�c Address: City:. GIA PO Title: SkN") o 'IQ Percentage of Capital Stock Name: Date of Birth: Address: City: State: Title: Percentage of Capital Stock Name: Date of Birth: Address: Title: City: State: Percentage of Capital Stock Registered Agent: Name: �A4tatw J.5 (eDate of Birth: d V Address: 5Jt"V� bA 14Pr City: k"e r1 -U; / le, State: '-rX Title: Page 5 of 21 CADocurnents and Seftings\krnurray\LocaI Settings\TEMP\TouringSightseeingFranchiseApplication.doo Total amount of and nature of authorized capital stock: 1, n C--mmon :5+ve.4 Sales Tax Identification Number: J-)_ D 2- q Ll 7 V 9 G 9 Certificate of Good Standing attached: 5f Certified copy of corporate charter and bylaws attached: Certified copy of permit to do business in Texas: Trade name: Proposed operation address: isi, Scv4� Poen ey_, Length of time applicant has resided in Grapevine: 15 months El years Length of time applicant has resided in Tarrant County: 17 months Ll years 51 Additional Required Attachments: Extent, Quality and Character of service to be provided: 4( Facts justifying demand, need and necessity for such service: 54 Proposed route including stops and schedule for the service to be provided: 19 Complete statement of experience rendering Touring/Sightseeing service: I* Complete list of all liens, mortgages and other encumbrances of vehicles: W Nr,4e Identification and description of any denial, revocation or suspension of Touring/Sightseeling seirvice/fIranchise application: a 11,316k, Description of proposed insignia and color scheme for applicant's vehicles and description of distinctive item of apparel or item place on apparel to be worn by vehicle operators including photographs: SY Documentary evidence of insurance as outlined below: De General Liability (including Agreementual liability) General Aggregate $2mil Prod./Comp. Op. Agg. Written on an occurrence basis $1 mil Personal & Adv. Injury $1 mil Each Occurrence $1 mil. Automobile Liability, including any auto, hired auto and $1 mil Combined Single Limit non -owned autos Excess Liability, Umbrella Form Each Occurrence $2mil Aggregate $2mil Workers' Compensation and Employer's Liability Each Accident $.5mil . Page 6 of 21 CADocuments and Sefflngs\kmurray\Loca1 Seftings\TEMP\TouringSightseeingFranchiseApplication.doc Total Number of vehicles to be permitted: (1) Year: Make: Model Vehicle Identification Number: DO k t,\,% Vehicle Certificate of Title Number: Carrying Capacity: Texas License Plate: �- Sales Tax Identification Number: Valid Motor Vehicle Inspection Certificate: w Valid Motor Vehicle Registration Certificate: )31 Valid United States Coast Guard Certification (if applicable): Ef Texas Parks & Wildlife Registration (if applicable): Design/Color Scheme/Letter: `Tnt�t � � � - e, + M Photographs attached: 4 Safety and Insurance Requirement. Certification: (2) Year: Make: Vehicle Identification Number: vehicle CeriiIrl cate of Title Number: Carrying Capacity: Sales Tax Identification Number: Texas License Plate: Valid Motor Vehicle Inspection Certificate: ❑ Valid Motor Vehicle Registration Certificate: ❑ Valid United States Coast Guard Certification (if applicable): ❑ Texas Parks & Wildlife Registration (if applicable): ❑ Design/Color Scheme/Letter: Photographs attached: ❑ Safety and Insurance Requirement Certification: ❑ Page 7 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\ToudngSightseeingFranchiseApplication.doc rly (3) Year: . Make: Model: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Texas License Plate: Sales Tax Identification Number: Valid Motor Vehicle Inspection Certificate: ❑ Valid Motor Vehicle Registration Certificate: ❑ Valid United States Coast Guard Certification (if applicable): ❑ Texas Parks & Wildlife Registration (if applicable): ❑ Design/Color Scheme/Letter:; Photographs attached: ❑ Safety and Insurance Requirement Certification: ❑ (4) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Texas License Plate: Sales Tax Identification Number: Valid Motor Vehicle Inspection Certificate: ❑ Valid Motor Vehicle Registration Certificate: ❑ Valid United States Coast Guard Certification (if applicable): ❑ Texas Parks & Wildlife Registration (if applicable): ❑ Design/Color Scheme/Letter: Photographs attached: ❑ Safety and Insurance Requirement Certification: ❑ Page 8 of 21 CADocurnents and Seftings\krnurray\Loca1 Seftings\TEMP\TouringSightseeingFranchiseApplication.doe Operator/Driver Information 1) Name: G Pd c) Date of Birth: Z q_ 3 Social Security Number:_ Texas DL Number: A)�ess: 32 rZ S A � i rAV City: SknI'AQ � tate: K IV Copy of'Dr vver's License&'` . 129,. Copy of Texas\Boater education program certificate El- (2) Name: t ©� } f�Ds�5Q11 ate of Birth: 1 �} -► b u� Social Security NumbeTr _ _ T as DL Number: - (3) Address: 1400 q.I064\A_9 Copy of Driver's Licensee Ej Copy of Texas Boater education p Name: M P ( )z a A { A Ae, t; Social Security Number: Address: 1 f City: IL-;4+Je,. Civ, certificate: 9, State: Date of Birth: 1-30-S9 Texas DL Number: City: A Nd' State: "T)4 Copy of Driv/Bater se: ;w Copy of Texeducation program certificate= O(4) Name: iBo'd 1,0 ''Date off`vBirth: Social S curity Number:_ _ Texas DL Number:, s � Addr ss: 3¢u Ak � �( City: ?A TFN O( ; 5 C_ Sf e: py of Driver's License Copy of Texas Boater education program certificate: r Page 17 of 21 CADocuments and Set ings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Operator iv►er-Inffor ation (5) Name: /- rA � Social Security Number: Address: ?-'?0 %-1 k6,f-t Copy ofd's License:'W of Birth: —,',-Texas DL Number: flk. City: " q Q ,r Stater J Texas Boater education program certificate: 12 (6) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ (7) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ . (8) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ . Page 18 of 21 CADocuments and Settings*murrayNLocal Settings\TEMP\TouringSightseeingFranchiseApplication.doc Operator/Driver Information (9) Name: r4 ( 6"k -e-5 Date of Birth: fb 53 Social Security Number:- Texas DL Number:. I Address: c2 el 13 L& ke bK., 1/c - city. �UC ID �,, )State:v Copy of Driver's License: )4 -7 to Copy of Texas Boater education program certificate: t2l: (10) Name: �ry-� Date of Birth: -71.-.,) J -5s, Social Security Number:- Texas DL Number: Address: 2,3�_ Ra 1411-1, J V_1A I i City: PYA, r -l-, L sc State: Copy of Driver's License: 6 Copy of Texas Boater education program certificate: Y (11) Name:J�me_s IQ I \k, I)'t (e e- Date of Birth: Social Security Number:. Texas DL Number:--- State: T)4` Address: ,�_764 -City -74 Copy of Driver's License: Copy of Texas Boater education program certificate: jo (12) Name: Social Security Number: Address: Copy of Driver's License: Ll Date of Birth: Texas DL Number: City: State: Copy of Texas Boater education program certificate: Q Page 19 of 21 CADocurnents and SetUngs\krnurrayXL0Ca1 Setfings\TEMP\Tou.ringSightseeingFranchiseApplicabon.doc Operator/ river Information (13) Name: Social Security Number: Address: Copy of Driver's License: U City: Date of Birth: Texas DL Number: Copy of Texas Boater education program certificate: U (14) Name: Date of Birth:_ Social Security Number: Texas DL Number:— Address: City: Copy of Driver's License: LJ Copy of Texas Boater education program certificate: LJ (15) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: Copy of Driver's License: U Copy of Texas Boater education program certificate: LJ State: State: State: (16) Name: Date of Birth: Social Security Number: Texas DL Number: ity: Address: C%al State: Copy of Driver's License: Ll Copy of Texas Boater education program certificate: U Page 20 of 21 CADocurnents and Seftings\krnurray\Loca1 Seftings\TEMP\TouNngSightseeingFranchiseApplication.doc Operator/Driver Information (17) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ (18) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ (19) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: D (20) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ Page 21 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Application Requirement S Grapevine Excursions Extent, Quality and Character of Service My name is Jim Vallilee and I am a Grapevine resident living in Yorkshire Meadows in Grapevine since 1989. 1 wanted to communicate an open letter to the leaders of Grapevine explaining my purpose and reasons for starting up a new business locally. The first statement I would like to make is that I am so proud our town and how it has matured and changed for the better over the short 15 years that I have lived here. When we decided to buy our first home, my wife and I searched the metroplex for over two years looking something unique. When we studied Grapevine, we knew we had found a first class city we can call home. Over these years, I've always commuted to other parts of the metroplex for business but always kept in tune and involved while Grapevine was growing. I served on the Board of Directors of GRACE for three years trying to do my part in building a better and more caring society. While raising our three boys in a city with the best schools, plenty of quality restaurants, superb festivals and parades, I believe the business plan for Grapevine Excursions is the right business at the right time. Grapevine Excursions has worked and solicited input from most of the city departments and plans to continue to work on establishing the business in our great city. Facts Justifying Demand, Need and Necessity Grapevine Excursions is all about promoting Grapevine and its heritage to local citizens and to all the new visitors that find out about us. Living in northeast Tarrant county is a superb place to live and by introducing the duck tours to Grapevine will be another quality treat that the citizens will be proud of. Grapevine, as unique as it is today will become more of place families and visitors can come to show off our great Grapevine Texas lifestyle. I have prepared the duck tours to make sure that every guests leaves with a unique and informative look at the city by land and water. Scripts that tell a story of the Grapevine heritage will be something guests and citizens who take. the excursion will be thrilled to share with their closest friends and families. Schedules and Routes An important part of the tour is * the route that we take. An occasional duck going down Main Street will only enhance their experience and will not interfere with the historical image that visitors currently get while walking or ddving down Main Street. The downtown area is such a big part of the tour; I do not believe we can provide a high quality tour by only sharing the northeast corridor of Grapevine. Last updated on 10/17/2005 1:33:00 PM by Jim - revision 10 ApplicationRequirements.doc Page I of 4 The duck tours will depart from the Gaylord Texan at 10 am, noon, 2 pm and 7:30 pm seven days a week with a limited schedule in January and February. Fees The duck tours will be $19.95 for adults, $17.95 for military and seniors, $15 for children and $10 for children under 5. A family package of $60 is available for 2 adults and 2 children. Special promotional will be available throughout the year, which includes; Veterans Day, festival days, hotel employees and city workers discount days are planned. Relationship with the Gaylord Texan We are currently working with Chuck Pomerantz, VP and General Manager of the hotel. Chuck has assisted us in becoming Star Vendors at the hotel and offered to let the ducks run out of the Tour Lobby on a trial basis.. After the initial rollout he agreed to evaluate our progress and sign a permanent contract. Chuck and his staff have been excited about the idea and have been very supportive. Cindi Golden and the Travel and Tourism department have been especially helpful since the uniqueness of the duck tour will help them sell the hotel throughout the world. Having the ducks pickup in their hotel is another option that the guest will have when they get out and explore our city. Chuck and his staff took an inarguable tour on September 6th, 2005 on The Northeast route and agreed that the tour was lacking a true image of Grapevine without seeing historical Main St 9 ordinance on Sept reet. Since the passing of the City tourism 20th 2005, Grapevine Excursions ceased its operations at the Gaylord. Grapevine Mills Mail We have been negotiating a space for pickup and drop. off at the mall with Bob Cesare and Jared Lablanc. The mall would like us to use the turnaround in front of the Dr. Pepper Star center. Weare currently negotiating a contract for a cart inside the mall and looking t ' o start mall operations in the near future. Negotiations have stalled and will resume after the approval of the Tourism -application. Boat Ramp Usage We have signed an agreement with Marinas International to use their boat ramp for our duck tours. The lease agreement was made with Jeff Rose and includes fees for every entry into Silver Lake Marina. The excitement of watching the duck progress from land to water has - added a nice entertainment value for the slip and boat owners of the marina. The no wake and no splash policies keeps the ramp safe and enjoyable for all. The fees payable to Marinas International have been suspended until the tourism application has been approved. Corps of Engineering Tim McAllister of the Corp has reviewed our plans and is supportive of the duck tours. Since the ducks played big part of the army, Tim was well aware of the ducks running in Branson on a Corp of Engineers lake. We have reviewed the Last updated on 10/17)2005 1:33:00 PM by Jim -revision 10 ApplicationRequirrments.doe Page 2 of 4 Dept of Army procedures and as long as we follow the Corps rules and regulations, they support our operations. United States Coast Guard Grapevine Excursions purchased the ducks from a company in Chicago that has an excellent safety record with the USCG. The company continues to offer guidance and support in developing a commercial business that is safe. Grapevine Excursions has gone above and beyond the USCG requirements by having staff trained in Chicago during the annual inspection of the two ducks. Grapevine Excursions sent a USCG Master merchant Selverio Pacleb and a 10 year veteran of the Denton County Sheriffs department to assist in the inspection. of the ducks. Selverio works in Arlington as the regional Texas Boating Education Specialist and the Master Mariner has been instrumental in providing Grapevine Excursions with the Coast Guard inspections on the ducks. He also recommended that the Texas Boating Safety education should be required by all of our employees. Elliott Robertson is on staff providing an excellent record of safety and procedures; Sergeant Robertson has been instrumental in turning Lake Lewisville around from being the most deadly lakes by patrolling the lake and saving the lives of 17 people. Elliott helped develop Grapevine Excursions safety procedures and makes sure we are following the safety and laws governing Lake Grapevine. Even though Lake Grapevine is a non navigable body of water and the USCG inspection I s are not required, Grapevine Excursions thought it was necessary to develop a procedure above and beyond what the local laws required. The two ducks have been USCG inspected and have passed emergency training procedures with the most qualified experts in the field. Lieutenant Commander, Greg Davis MSO -Houston recognizes our efforts in going above and beyond and using the Code of Federal Regulations for operational guidelines. Even though the USCG is unable to inspect vessels in Grapevine and they concur that an inspections are not required while operating in Grapevine, Texas Regulations The ducks are WWII amphibious vehicles turned into a street legal motor vehicle and boat. It is smaller than a trolley and bigger than a suburban. It weighs 7 Y2 tons and is about 8 feet wide, 10 feet tall and 31 feet long. It maneuvers well and is street friendly. The GMC 270 cc motor runs on gas and is not as loud as a trolley. The boat is registered with the TX Parks and Wildlife for water use and on land is registered and inspected with the State of Texas in the same manner as a passenger vehicle. Capacity and Usage Grapevine Excursions currently owns two ducks, each duck holds 28 passengers plus a driver and host. Currently duck 1 is se tours. for tours, private charters and field trips. Duck 2 will be used for future tours. The Duck will be loaned to local emergency rescue operations, airport disaster training, fire departments and USCG Lake Duck training. Even though military use has diminished since the Last updated on 10117/2005 1:33:00 PM by Jim - revision 10 ApplicationReqnirements.doc Page 3 of 4 war, ducks still serve an important purpose in many communities around the world. The ducks continue to be a symbol of our strong US heritage and offer a look back into history. Grapevine Excursions plans to use the ducks in parades, shuttle services, D -Day celebrations and for emergency rescue operations. The duck is an excellent resource to Grapevine since it is located close to an airport and a large body of water. Grapevine Excursions sent duck 2 to help in the aftermath of Hurricane Katrina, were it helped rescue many stranded individuals. The duck was used to evacuate the stranded and rescued 67 people from their rooftops and transported them to dry land. Prior to duck 2 coming to Grapevine, it was used in emergency rescue on the Mississippi River during the 1993 floods that devastated the Midwest. The ducks current storage location is at 151 S. Dooley, Grapevine Texas. Corporate Partners I am the founder and CEO of the company, my wife Tammy is President and majority stockholder. Our business partners Robert and Chris Tampa play a big part in Grapevine Excursions. Robert and Chris have lived by Lake Grapevine since 1988 and have raised one daughter in Grapevine schools. The Tampa's enjoy the pristine park areas of Grapevine and also embrace the city's move towards future development. Robert Tampa is a minority shareholder of the corporation. Summary I believe that the image of the ducks in Grapevine will lead to a more unique city and offer visitors and residents a one of a kind experience. I believe the city departments including the Conventionsand Visitors Bureau; Heritage, Foundation; Parks and Recreation; Chamber of Commerce City Managers office along with local businesses and hotels are genuinely interested in having the ducks a part of the Grapevine experience. Since initial proposals in March of 2005 through the unloading the ducks in June, l have worked patiently with many departments and have had an abundance of positive remarks from city leaders, citizens and business owners. Most people agree that ducks look great and how the tours will compliment the city. Most everyone I talk to are interested in either taking friends or family on a unique tour of Grapevine, even businesses and restaurants are eager to see the ducks as part of the Main Street scene. I believe the change to have ducks operating in the city is a positive move and now is the right time in our cities history to start the duck operations down Main Street. Last updated on 10/1712005 1:33:00 PM by Jim - revision 10 ApplicationRequirements.doc Page 4 of 4 Nash Farms Route. September 2005 1. Pickup guests at the Gaylord Texan Tour Bus Lobby. 2. Depart the Gaylord Texan Resort traveling north on Gaylord Trail Drive. 3. Go east on Northwest Highway to Fairway Lane. 4. Travel north on Fairway Lane to Silverlake Marina. S. Enter Lake Grapevine at the Silverlake Marina boat ramp. 6. On water, travel parallel with the shore line to Scott's Landing boat ramp. 7. Exit the park and travel south on Dove Loop road. 8. Head east on Northwest Highway. 4. Travel north on Ball Street past Nash Farms. 10. Go east on Dallas Street to Main Street. 11. Travel north on Main Street past the historical landmarks. 12. Travel east on Northwest Highway towards the Gaylord Texan. 13. Enter Gaylord Trail Drive and unload guests at the Tour Bus lobby entrance. Uniformed drivers and ticket takers will wear a company polo or camp shirt. The shirts will be marked with either a Grapevine Excursions or Dusk Riders logo. ZV NAME: Grapevine Excursions ADDRESS: 2704 Yorkshire Court 04P, & A S S O C' A T K U Grapevine, TX 76051 300 W. 6th Street, Suite 1830 Austin, TX 78701 0 C (`� s insurance document is furnished to you as a matter of information for your convenience. It only summarizes the listed policy(ies) and is not intended to reflect all the terms and Sill itions or exclusions of such policy(ies). Moreover, the information contained in this document reflects coverage as of the effective date(s) of the policy(ies) and does not ihclude Oquent changes. This document is not an insurance policy and does not amend, alter or extend the coverage afforded by the listed policy(ies). The insurance afforded by the listed policy(ies) is subject to all the terms, exclusions and conditions of such policy(ies). 3 NAME: Grapevine Excursions ADDRI'_ 2704 Yorkshire Court Grapevine, TX 76051 UHIGGINBOTHAM 41 300 W. 6th Street, Suite 1830 Austin, TX 78701 DATE PREPARED: 8.31-05 Telephone (512)476-744 COMPANY POLICY NUMBER POLICY TERM COVERAGE WI WIRE,, - $1,000,000 An Auto, Hired Auto& Non -Owned Auto $1,000,000 Uninsured/Underinsured Motorist $2,500 Personal in= Protection 8.4-05106 $85j000 Stated Amount National Fire 72APN361009 1 $1,000 Deductible — Comp & colosion Attached Vehicle Schedule This insurance document is furnished to you as a matter of information, for your convenience. It only summarizes the listed policy(ies) and is not intended to reflect all the terms and conditions or exclusions of such policy(ies). Moreover, the information contained in this document reflects coverage as of the effective date(s) of the policy(ies) and does not include subsequent changes. This document is not an insurance policy and does not amend, alter or extend the coverage afforded by the listed policy(ies). The insurance afforded by the listed policy(ies) is subject, to all the terms, exclusions and conditions of such policy(ies). GRAPES AMR& INSURANCE BINDER DATE i o 1/05/05 THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM. PRODUCER PHONE44 512-476-74 COMPANY BIND(AICER S Scottsdale Insurance Com TBD FWC,AX 817 347-6981 AUSTIN • COMMERCIALSATE EFFECTIVE TIME DATEX%RAn� TIME MED EXP (fury one Pte) s5,000 X1 AM GENERAL AGGREGATE s2,000,000 X 12:01 AM Higginbotham 8r Assoc., Inc. AUTomoWLE 08/44/03 1201 COMBINED SINGLE LIMIT $ 08/04/06 _ BODILY INJURY(P-a ) $ 300 W. 6th St, Suite 1830 PROPERTY DAMAGE $ MEDICAL PAYMENTS $ PM PERSONAL. INJURY PROT $ NOON Austin, TX 78701 s THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY k. CODE. SUB CODE: AGENCY 64192 CUSTOMER I . I OF OPERATIONSW"ICLESIPROPERTY (including Lmaation) Loc#1: 2704 Yorkshire Court;, INSURED Grapevine Excursions 2704 Yorkshire Court Grapevine, TX 76051 Grapevine, TX 76051 COVERAGES t_nwrrs TYPE OF INSu.RANC� .. COVERAGEIFORMS DEDUCTIBLE % AMOUNT PROPERTY CAUSES OF LOSS BASIC 0 BROAD ® SPEC Bus Personal Property 11000 _COINS 80 $10,000 OENERAL LIABILITY I COMMERCIAL GENERAL LIABILITY CLAIMS MADE ® OCCUR RETRO DATE FOR CLAIMS MADE; EACH OCCURRENCE $1,000,000 X DAMAGE TO REWMD PREMISES $ SO 000 MED EXP (fury one Pte) s5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE s2,000,000 PRODUCTS - COMPJOP AGG s included AUTomoWLE LIA)a1Lrry ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT $ BODILY INJURY (Per person) $ _ BODILY INJURY(P-a ) $ PROPERTY DAMAGE $ MEDICAL PAYMENTS $ PERSONAL. INJURY PROT $ UNINSURED MOTORIST $ s AUTO PHYSICAL DAMAGE DEDUCTIBLE ECOLLISION: OTHER THAN COL; ALL VEHICLES SCHEDULED VEHICLES ACTUAL CASH VALUE STATED AMOUNT $ OTHER GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ -- - EXCESS LIABILITY UMBRELLA FORM OTHERTHAN UMBRELLAFORM RETRO DATE FOR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ SELF-INSURED RETENTION $ WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY WC STATUTORY LIMIT'S EL EACH ACCIDENT $ EL DISEASE - EA EMPLOYEE s EL DISEASE - POLICY LIMIT $ SPECIAL Building #1: tour office CON S` Coverage: Bus Personal Property Valuation: COVERAGES Replacement Cost FEES $ TAXES � ESTIMATED TOTAL PREMIUM $ NAME & ADDRESS _ MORTGAGEE LOSS PAYEE ADDITIONAL INSURED LOAN # 702DfIEPA�� ACORD 75 (2001101)1 of 2 #26603 NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE KDO 0 ACORD CORPORATION 1993 TEXAS LIABILITY INSURANCE CARD 'OMPANYPHONE NO. COMPANY AD -728-2374 National Liability & Fire Ins Co POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE. 73APN373151 08/04/2005 08/04/2006 YEAR MAKEIMODEL VEHICLE IDENTIFICATION NUMBER 1945 DUKW GMC Miiita 35319765 KENTUCKY w AGENCY- - AGENCY PHONE NO. 5"12.X176-7444 AUSTIN - COMMERCIAL Higginbotham & Assoc., Inc. 300 W. 6th St., Suite 1,830 Austin, TX 787.01 INSURED Grapevine Excursions 2704 Yorkshire Court Grapevine, TX 76051 This policy provides at least the minimum amounts of liability insurance required by the Texas Motor Vehide Solely Responsibility Act for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy. # 38579 Tarjeta de Seguro de Resonabitidad de Texas Guarde este tadeta. iMPORTANTE:Esta lariats o una cc* de su poliza de seguro dabe ser mastrada cuando usted solicite o renueve su: o ragistro de vehiculo de motor a rc encin para conducir etiqueia de inspection de Mudded para su vehiculo. 3 Puede qua uslad targe tambian qua mostrar esta tarjeta o su polim de seguro si Tien un accidents o si un oficxcial de la paz se to pide. Todos flu conductores an Texas deban de toner seguro de responsabakfad para sus vehiculos, o de otra manes Ilenar los requisilos legates de responsabiliidad civil. Falb on tbnar este requieft pudiera resultar an muitas de haste $1,000, suspension de su lic encu ' para conducir y-su regi- stro de vehiculo de motor, y Is retention de su vehiculo por un pariodo de haste 180 dies (a un costo de $15 per dia). SPANISH TRANSLATION TR,A®UCCION DE ESPANOL Texas Liability Insurance Card Keep this card. iMPORTANT:This card or a copy of your insurance policy must be shown when you apply for or renew your o motor vehicle registration o driver's license o motor vehicle safety inspection sticker. You also may be asked to show this. card or your policy if you have an accident or if a peace officer asks to see it. All drivers in Texas must carry liability insurance on their vehicles or otherwise meet legal requirements for financial responsibility. Failure to do so could result in fines up to $1,000, suspension of your driver's license and motor vehicle registration, and impoundment of your vehicle for up to 180 days (at a cost of $15 per day). ACORD 5e TX.(OWn A ACORD CORPORAIiON 19M VEHICLE 'cx- ncwNUMBER-,, MFG. CAPACITY IN TONS WEIC MODEL HANK LABABARA DES PLAI 'DWW JAMES, -VA-t-l-IL tit 2704 k Wv-`� F-1-IJU, rOY WT,NUMBER DATE TITLE ISSUED GRAPEVI-NE I V-7-:6051 x mxKniRE.OF OWNER OR kGENT MUST BE IN UNLESS OTHERWISE AurtoRatt) By LAW, IT Is ik vmATJON OF STATE LAW TO THE NAME OF ANOTHER PERSON ON.A MRTWATE OF TIRE OTHERWISE GIVE. INFORMATION ON A COMATE OF TITLE. .N OF LIF Nww NO 15T LIEN RELEASED DATE By AuTmOFUZED AGENT DATE OF LIEN 2ND LIE14H61I X., 2ND LEN RELEASED 4 DATE 6t)THORL-FUAGENT DATE OF LIEN R � 396 LIEN RELEASED" 6" DATE "T It IS HEREBY CERTIFIED THAT THE PruisoN HEREIN J -AM �,bij b W6 -Z AUTHORIZED AGENT OF THE VEHICLE DESCRIBED ABOVE WHICH IS susiEcTlokAB-Y�- RIGHTS OF SURVIVORSHIP ACRE WE, THE PERSONS WHOSE SIGNATURES APPEAR HEREIN, HEF THAT THE OWNERSHIP OF THE -VEHICLE DESCRIBED ONTHIS C JOI OF TITLE SHALL FROM THIS DAY-- -o EVENT OF DEATH OF ANY OF THE== IN THE . -:A THE OWNERSHIP OF THE VEHtCLL IN THE SLiA*( FORM 30-d REV. 52002 6fi4IJi ACCIEF-11 TM SIGNATURE DATE SIGNATU REDATE-, DATE-- -------------- _ _ ..__ .. APP "LIDAW HEA9x � HAS � OFFRCE OF THE DEPARTMENTAS THE uWRK OWNER OF,TW BOAT OUSCHIM BELOW, MAKE OF BOAT MODEL YEAR MULL IDENTIFICATION NLMABER TTO.E M,MtBFA PAFTBUicT - LH/XG. T, H- P{R�DRII�u}IOfl I EPOWER OR ���� � � � ��� � ., (`NT�.-_, 1945 i$ V V +i i n i f7 ,NBgARD OUf-AM —y xrt -: }�sBOAPD 6:4TE �TII1E = pS(JED MOTOR M.fRBECi1E)(MBOARt OR AN. WT";O ONLY) ... OWDANE MAWRM-iINBOARD:OVMDARO�OM.Y) R( G(NAL O .. X38 05 OWNER OF 11EN RP-GORDIDIDATE OF LIEN , LE _ 204 YORKSHIRE CT GRAPEVINE TX 76051 113 TMIS;TITLE MUST B9S)LiND {NINKUFOIJ'RECEIPT - . " IST uEry RELEASED By DATE AUOK)WZEp ADEM ),LE GATE QFWN NAME OF'1tKs [HOLDER :.' - "`.:..;. SIGNATURE OWNER - OR AGENT;"` THE APPLICANT HAS. STATED UNDER OATH ThtAT HE IS THE OWNER 2ND LUEN REYEASED RY - OF THE ABbVE DESCfli6 _ BOAT, SUHJECF_,?.FY' THE HEREIN DESCRIBED LIENS) 'rE.UMBRAN f91-.{Wp;;N.p,pf##{pERS, AND IT APPEARS UPON AutHDpaED AcNt THE OFFICIAL RECORDS OF `RIE DEPARTMENT THAT AT THE DATE OF ' THE ISSUANCE OF THIS CERTIFICATE, SAID BOAT IS SUBJECT TO THE UEN(S) HEREINBEFORE ENUMERATED. KEEP THIS CERTIFICATE OF TITLE IN A SAFE PLACE Vehicle Identification Test Date/Time: Test Type: Test: Version Number: License Number: Vehicle ID Number: Vehicle Make: Vehicle Model: Vehicle Year: Vehicle Type: Engine Size: Cylinders/Ignition: Transmission/i Odometer/Fuel Type: SAFETY ONLY 08/10/2005, 10:44 AM IIVITIAL Safety 0509 V5319765 GMC DUKWING 1945 BUS /21000 GASOLINE / 18341 Safety Sequence: School Bus -Safety Inspection All Items Passed Gas Cap Missing: Gas Cap Testable: Station Identification Station Name: Station Number: Station Address: Station City: Station Zip Code: Inspector First Name: Inspector Last Name: Analyzer Number: Safety Inspection Fee: Safety Repair Costs: Total Inspection Cost: Gas Cap Integrity Result: Certificate Number Issued: K12093204 INSPECTIONS ONLY 1P34000 510 E NORTHWEST HWY GRAPEVINE 760510000 DAVID THORP WW510686 $ 12.50 $ 0.00 $ 12.50 Safety Items: PASS. Vehicles that fail the safety test must be repaired and pass a retest before a safety certificate can be issued. I certify that I have properly performed the emissions test according to ap i ble rules and regulations. Certiflej Inspector's Signature icerulication Date- Z United States of America lExpiration Date: 23 Apr 2007 DepaAma tt of Homoland Socurtty IMO Numter United States Coast Guard Certificalte Of inspi-Alctfo.". riekr�r kale. t,�5�+n �.ntrr. KENTUCKY CG057259 Passenger (More Thant;) M; Ptn r4 Mahar Not Documented Steel 90 Gasoline Engine P�Xo e .a DO." tarts Do* K0* tail Cows Iwo Ne Tms V yt L-01 PONTIAC, MI., UNITED STATES t3Mari945 R-4 RA rtai CHICAGO DUCKS CORPORATION CHICAGO DUCKS CORPORATION 1413 REDEKER ROAD 1413 REDEKER ROAD ES PLAINES. IL 60016 DES PLAINES, IL 60016 tris vessel must be manned with the following licensed and unlicensed personnel. included In which there must be 0 ceniW 11folvAlmen. 0 certified to en -14- tisc hM rating. and 0 GMbSS fJ ors t w4star wagers ist Class plot Raft Of etr(s) Chlst Eroneer OMEDU t3Ung t:hw IAaia L%* 3 tst Class riot Able Seoff""VFtL?JtNW tat Am Erigo2r4 ErV, Okra 2nd %d! A1O1 C&%*1 U-- 14"101CR-Y f rdhsty newt A ZW r•t. EngrFld Engr. 3rd 04wacowr ttt Class Pi* Dockhands 3rd Asst. Ern r. Lk- Ertgr, M this vessel may Cafry passengers. 0 other persons in crew. 0 persons in addition to crew, and no others. ---givere plus Limited Great Lakes --- LAKE MICHIGAN: WITH=N THE CONFINES OF DURNHAM HARBOR, NOT MOPX THAN 1000 PERT PROM SHORE AND WITHIN THE CONF_NES OF JACKSON PARK IU"OR, NOT MORE THAN 1000 FEET FROM SHORE. VESSEL IS NOT TO aE OP TED WHEtr' THE SEA STATE EXCEEDS ONE (2) FOOT, AS D9RTS3 M23 ED By NATION" wrATHSR SERVICE. THR ENCTUR HOOD MUST XW4AZN CLOSED AND PROPERLY SECURED AT ALL TYY.SS WUXLSt T1d162 'VSIS912L YS V.NWRI AY. IV THE VpSSEL IB AWAY pROV. THE DOCK. OR PA sENCERS ARE ON BOARD OR HAVE ACCESS TO THE VESlSE.L FOit A PER -100 EXCSEIt NG 7VrLV19. (12) NOtRR2s in Any T04EI ry- rouit (24) HOUR PERIOD, AN ALTERNATE CRE" 3HAU0 BE FRCVIDED. NEXT PAGE FOR ADDITIONAL CGRTIFICAT5 INFORMATION`°• With this Inspection for Certification having been completed at CHICAGO. UNITED STATES, the Officer to Charge. Manne spectioR, MSQ CHICAGO certified the vessel, in. ail respects, is in conformity Wth the applicable vessel Inspection larva and the w1j] MSO CHICAGO Capt sI Nrws re--,t4G4. GG Mt SRw�.'aaorda cmrr'rmm r40&-soa o -r W. 21 **1? Dt arm=or Huaseand suor y United States Comet Guard Cenrl-ificate of Inspection Cauferaciva Date: K%DtWCKY Page 2 Of 3 23APr2002 PASSMC_ERS SHALL RemAIN SEATED AT'ALL TIMES WHILE THE VESSEL IS UNDERWAY. VOYAGES ARE LIMITED TO (30) MINUTES IN DURAT2ON. THE MINIMUM KOMBER OF CHILD SIZE LIFE PRESERVERS REQUIRED IS THREE (03), WHEN MORE THAN THREE (03) PERSONS WEIGHING LESS THAN 75 POU?MS OR STANDING LESS THAN 57" ARE CARRIED, ADDITIONAL CHILD SIZE LIFE PRESERVERS SHALL BE CARRIED SO THAT THE VESSEL HAS AN APPROVED LIFE PRESERVER SUITABLE FOR EACH SUCH PERSON ON BOARD. SHOKING OR THE OS'E OF OPEN FLAME IS PROHIBITED, FuK IxG OPERATIONS ARE PROH18TTED Citi WATER, tTUXSS THE REQUIREMENTS OF 46 CFR 162,445 AND 1$2.450 ARE MET. ANY TIME THE WATERTIGHT INTEGRITY OF THS VESSEL IS CO"ROMISED THROUGH DAMAGE, REPLACE- MENT, REPAIR, OR MAINTENANCE. THE OCMI SHALL BE NOTIFIED AND THE VESSEL SHALL BE SUBJECTED TO AN OPERATIONAL IN -WATER 'TEST.PRIOR TO CARRYING MSEIIGBRS. ---BU21 Exam -_ Exam Type Next Exam Laet Exam Prior Exam Drydock 39Apr2009 07M,:%y2004 17May2000 -_Lifesaving 3quigment--- Number Persons Requited Total Equipment for 30 Life Preservera(Adult) 30 Lifeboats(Total) 0 0 Life Preservern(C:hild) 3 Lifeboats(Port)* 0 0 Ring Buoys(Total) 1 Lifeboaats(Starbd)* 0 0 with Lights* 1 Motor Lifeboats* 0 0 with Line Attached* 1 Lifeboats H/Radio* 0 0 Other* 0 Rescue Boats/Platforms 0 0 Immersion Suits 0 I.nf latable Rafts 0 0 Portable Lifeboat Radica 0 Lifs Pl;oata/Ruoyant App 0 0 Equipped *sites EPIRB7 No p (* included in totals) ---Fire Fighting Equipment --- Number of Fireman Outfits/ 0 *Fixed Extinguishing Systema* Capacity Agent Space Protected ! 1x Other, FUEL COMPARTMENT 11 other ENGINE ROOM *Fire Extinguishers - Hand portable and hemi -portable.* Qty Clans Type '2 8 -SS Dop .%vot of 140m4told Socurity United States Coast Guard Ce rtyidate of in ectio Z Ccrfifi=ioo Mr. Page 3 of 3 23AprZ002 KR�MJCKY i --Certificate Amendments— *Current ;Ln ndmpnt* Fort Amending/ MSO CHICAGO Date Amended/ 0?May2004 Remarks - A& ENT]Ct1I To AX) RM031XS TO THE ROUTE AND CONDITIONS BLOCK. ALSO GRANTED CREDIT FOR DRyr:ACR AND TSL. 8 t.+M4a. Oflice of the Secretary of State Pled: In the Offlo M the Corporations Section Secrets" of State of Tc.s P.U. sox 13697 t1M9V71 St19MO5 Austin, Tcsas 78711-3697 image te,ntaarit sd Vcctr+xrkOy (Form S03) for Web ruing ASSUMED NAME CERTWICATE 4. Tht name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, asticlas of organization, certificate of limited partnership, application for ca0cate of authority or comparable document is Vallilee Holdings Inc. 4. 5. a The assumed name under which the business or professional service is or is to be conducted or rendered is Grapevine Excursions The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is'TEMS and the address of its registered or similar office in that jurisdiction is: l kl4 S yy JOer Ser ,IKS it.,TX USA 78028 The period, not to exceed 10 years„ during which the assumed name will be used is (enter number of years or a date of expiration): 45/12QOI The entity is $ (check one) - A. 6Busitness Corporation O on -Profit Corporation OProfessional Corporation ClProfcssional Association l ct,imitcd Liability Company ElLimited Partnership CRegistered Limited Liability partnership B. If the entity is some other type business, profettional or other association that is incorporated. please specify below. (e -s., bank, savings and loan association, etc.) If the entity is required to maintain a registered office in Texas, the address of the registercd Ofce is 1614 Sidney Baker Street, Ken-ville. TX, USA 78028 _ and the name of its rv&emd agent at such address is, National Registered Agents, Inc, The address of the principal office (if not the same as the registered office) is 2704 Yorkshire Court, Grapevine, TX, USA 76051 7, If the entity is not required to or doas not maintain a registered office in Texas, the office w address in Texas is MW if the entity is not incorporated, organized or associated under the laves of Texas, the address of its place of business in Texas is and the office address elsewhere is T•nc county or counties where business or pmfessional st rvices are beiztg or are to be conducted or rendered under such assumed name are (if applicable, use the designation "ALL" or list the specific county or counties below.) ALL COUNTIES LISTED BELOW. KERB, TARRANT, The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duty authorized the attorney-in-fact, in writing to exewte this document, T.' f ' { L'11tw1u, FVv--19T411 yallilcc Waltlinas Inc, Name of the Orality Sipttare of W ice, gmrw partnWO M"Op". repre"Isfivt or aftorag4-fact at the tOMY 99I FILVtG O CL COPY Certificate of Account Status - Letter of Good Standing C,4 Tr,xAs COMPTROLaR or PUBLIc Accourms CAROLE KEETON STRAYHORN - COMPTROLLER - AUSTIN, TEXAS 78774 October 2,-2005 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS Page I of I I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office VALLILEE HOLDINGS INC is, as of this date, in good standing with this office having no franchise tax reports or payments due at this time. This certificate is valid through the date that the next franchise tax report will be due August 10, 2006. This certificate does not make a representation as to the status of the corporation's Certificate of Authority, if any, with the Texas Secretary of State. This certificate is valid for the purpose of conversion when the converted entity is subject to franchise tax as required by law. This certificate is not valid for the purpose of dissolution, merger, or withdrawal. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin., this 2nd day of October 2005 A.D. 10009 /' AV Carole Keeton Strayhorn Texas Comptroller Taxpayer number: File number: 0800492771 Form 06-304 (Rev. 02-03/14) U44- // - - - --- - --- --- --- Corp mionsSonion ;;Cf � . Roger 1h'ilIiatns P.Q.Box 13697 rr Sccrct:at. or Stile Austin. Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF INCORPORATION OF Vallilee Holdings Inc. Filing; Number: 90049-1771 The undcraigncd, as Secretary of State of Teras, hereby ca tifias that A.rticies of Inc --Nr fist the above named corporation have been received in this office and have been found to conform to law, Accordinely, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by lav, hereby issues this Certificate of Incorporation. Issuance of this Certificate of Incorporation does not authorize the use of"a name in tats state in,,iolatton of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 05,13.12005 1 "#%ct i ve: 05{ 13112005 Roger 3f2005 Roger Williams Secretary of State Come visit us on the interna at 11HP li M11.Sos.st9te.t\ALIV Pltott." (512) 40+-5535 Fa\' (512) 463-$7()9 prep -wed by: Cheryl Bailey ttr::-t-: Do. ton .-nt: 90S233o6()().i Form 201 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300 Articles of incorporation Pursuant to Article 3.02 Texas Business Corporation Act Filed in the Office of the Secretary of State of Texas Filing M80049277105/1312005 Document M 90524300004 Image Generated Electronically for Web Filing -_- e .......... — -- -- — —------------ - --- --------' -- ---- - _ _.._ _.I ihe name of the corporation is as set forth below: i !Vallilee Holdings Inc. ff he name must contain the word "corporation", "company', "incorporated," or an abbreviation of one of these terms. The name must not be the ! isame as, deceptively similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state, preliminary check for the "name availability" is recommended. [WA. The initial registered agent is an organization (cannot be corporation named above) by the name of: 'National Registered Agents, Inc ------------_ oR } �B. The initial. registered agent is an individual resident of the state whose name is set forth below: !Name: ! C. The business address of the registered agent and the registered office address is: c-. _. _ ......... - - - __....... --------- - - - - - �------------ --- 1reet Address: iSt 1614 Sidney Baker Street Kerrville TQC 78028 _..._... _. __ w..__.. _----------- .-- -- -----..._._ ..._.... _._. ---.._._.._----_........_....__.._... - ---- ....- - ----- ---------- -------- .__._._....,.._... ff:hj nuber of djrectors cst onttut ing the initial board of directors and the names and addresses of the person or persons who are to ervem as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below: I — t /rector 1: j parnes Vallilee !i i 'Street Address: ! r2704 Yorkshire Court Grapevine TX, USA 76051 _...._... -_._. ,_ ------......_.. . 1 l e � • he total number of shares the corporation is authorized to issue and the par value of each of such shares, or a statement that such hares are without par value, is set forth below. _._... . ....-.......--.....-------_.-- -._. _...._.. _....:..---. --:_-- —:—�. _,:..-:....._ - iVumber of Shares ar Class (Series ! Value i l I ;must i hoose I !and orete ! her A 11,000 A. -i ( ' as a par value of .01 i hoot {_......... .:........!._` If fhe shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, and the per value i �{or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The preferences, limitations, and relative rights of each class or series must be stated in space provided for supplemental information.-- -period of duration is perpetual. ------ purpose for which the corporation is organized is for the transaction of any and all lawful business for-itions may be incorporated under the Texas Business Corporation Act.attached addendum, if any, is incorporated herein by reference.] ( ecretary of state. IP-1� This document will become effective when the document is filed, b,y.t.he.s ...... ..... -- OR lj�IS. This document will become effective at a later date, which is not more than nirtety (99) days from the date of its filing by the secretary of -�tate, The delayed effective date is: the -name and address of the incorporator is set TOnn veiow. iDeniela Balan 7083 Hollywood Blvd., Sijite 180, Los Angeles, CA 90028 Xell 00 .The -undersigned . i in�ori;oiator signs -timse articles of incorporation subject to the penalties imposed by law for the submission of a false tor f, -luient document. atu�e of Incorporator. FILING OFFICE COPY M1 Vallilee Holdings Inc. ARTICLE I Shareholders Section 1.1. Annual Meetings. An annual meeting of shareholders shall be held for the election of directors on a date and at a time and place either within or without the State of Texas fixed by resolution of the Board of Directors. Any other proper business may be transacted at the annual meeting, except as limited by any notice or other requirements under the Texas Business Corporation Act. Section 1.2. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors or the holders of shares entitled to cast not less than 10% of the votes at the meeting, such meeting to be held on a date and at a time and place either within or without the State of Texas as may be stated in the notice of the meeting. Section 1.3. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include a list of the names of the nominees intended at the time of the mailing of the notice to be presented by the Board for election. Notice of a shareholders' meeting or any report shall be given either personally or by first-class mail or other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. Section 1.4. Adjournments. When a shareholders' meeting is adjourned to another time or place, except as otherwise provided in this Section 1.4, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Section 1.5. Validating Meeting of Shareholders- Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, except as required by the Texas Corporation Law. Section 1.6. Quorum. A majority of the shares entitled to vote, rcpresented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in this Section 1.6. Section 1.7. Organization. Meetings of shareholders shall be presided over by the Chairman of the Board of Directors, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary, an Assistant Secretary, shall act as secretary of the meeting, or in their absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 1.5. Votin . Unless otherwise provided in the articles of incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote. of shareholders. Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, -other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares such shareholder is entitled to vote. At each election for directors every shareholder entitled to vote at such election shall have the right (a) to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote or (b) subject to the next sentence, to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. Cumulative voting shall•not be allowed in an election of directors unless a shareholder who intends to cumulate his votes shall have given written notice of such intention to the secretary of the corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes. All shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives the written notice provided for herein. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise provided by Texas law or by the articles of incorporation or these bylaws, the affirmative vote of the holders of a majority of the shares entitled to vote on the subject matter at a meeting in which a quorum is present shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes at a meeting in which a quorum is present shall be the act of such class or classes, except as otherwise provided by Texas law or by the articles of incorporation or these bylaws. Section 1.9. Shareholder's Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto, except as otherwise provided in this Section 1.9. Such revocation maybe effected by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, oras to any meeting by attendance at such meeting and voting in person by the person executing the proxy. Section 1.10. Inspectors. In advance of any meeting of shareholders the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. Section 1. 11. Fixing Date for Determination of Shareholders of Record. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or to express consent to corporate action in writing without a meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given; and (3) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto or the sixtieth day prior to the date of such other action, whichever is later. When a determina- tion of shareholders entitled to vote at any meeting of shareholders has been. made as provided in this section, such determination shall apply to any adjournment thereof. Section 1.12. Consent of Shareholders in Lieu of Meetin . Except as otherwise provided in the articles of incorporation or under the Texas Business Corporation Act, any action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action -so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.. ARTICLE II Board of Directors Section 2.1. Powers, Number. Qualifications. The business and affairs of the corporation shall be managed -by, and all corporate powers shall be exercised by or under, the direction of the Board of Directors, except as otherwise provided in these by-laws or in the articles of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board of Directors. The number of directors constituting the first Board of Directors has been fixed in the original articles of incorporation filed with the Texas Secretary of State. Section 2.2. Election; Tenn of Office. Resignation; Vacancies. At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Any director may resign effective upon giving written notice to the Chairman of the Board, the Secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor maybe elected to take office when the resignation becomes effective. Subject to the provisions of the Texas Business Corporation Act, any director may be removed with or without cause at any time by the shareholders of the corporation at a special meeting called for such purpose. In addition, any director may be removed for cause by action of the Board. Unless otherwise provided in the articles of incorporation or these by-laws and except for a vacancy caused by the removal of a director, vacancies on the Board may be filled by appointment by the Board. The shareholders may elect a director at any time to fill a vacancy not filled by the Board of Directors.. Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such places within or without the State of Texas and at such times as the Board may from time to time determine. Section 2.4. Special Meetings; Notice of Meetings; Waiver of Notice. Special meetings of the Board of Directors may be held at any time or place within or without the State of Texas whenever called by the Chairman of the Board, by the Vice Chairman of the Board, if any, or by any two directors. Subject to any greater notice requirements set forth in the Texas Business Corporation Act, special meetings shall be held on five days' notice by mail or 48 hours' notice delivered personally or by telephone, telegraph or any other means of corninunication authorized by the Texas corporation law. Notice delivered personally or by telephone may be transmitted to a person at the director's office who can reasonably be expected to deliver such notice promptly to the director. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board. Section 2.5. Participation in Meetings bConference Telephone Permitted. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, through the use of conference telephone or similar communications equipment permitted by the Texas Business Corporation Act, so long as all members participating in such meeting can hear one another, and participation in a meeting pursuant to this Section 2.5 shall constitute presence in person at such meeting. Section 2.6: Quorum, Adjournment-, Vote Required for Action. At all meetings of the Board of Directors one-half of the authorized number of directors shall constitute a quorum for the transaction of business. Subject to the provisions of the Texas Business Corporation Act, every act or decision done or made by a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the articles of incorporation or these by-laws shall require a vote of a greater number. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Section 2.7. Organization. Meetings of the Board of Directors shall be - presided over by the Chairman of the Board, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.$. Action by Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Section 2.9. Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors for services in any capacity. ARTICLE III Executive and Other Committees Section 3.L Executive and Other Committees of Directors. The Board of Directors, by resolution adopted by a majority of the authorized number of directors, may designate'an executive committee and other committees, each consisting of two or more directors, to serve at the pleasure of the Board, and each of which, to the extent provided in the resolution but subject to the Texas Business Corporation Act, shall have all the authority of the Board. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these by-laws. ARTICLE IV Officers Section 4.1. Officers; Election. As soon as practicable after the annual meeting of shareholders in each year, the Board of Directors shall elect a President, a Treasurer and a Secretary. The Board may also elect one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person. Section 4.2. Tenn of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the Chairman of the Board or the Secretary of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting. Section 4.3. Powers and Duties. The officers of the corporation shall have such powers and duties in the management of the corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the shareholders, the Board of Directors and any committees in a book to be kept for that purpose. Section 4.4. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation. " ARTICLE V Forms of Certificates; Loss and Transfer of Shares Section 5.1. Forms of Certificates. Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by (1) the President, any Vice President, Chairman of the Board or Vice Chairman, and (2) by the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, of the corporation, certifying the number of shares and the class or series of shares owned by such shareholder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile, In case any officer, transfer agent or registrar who has signed or whose facsimile signature, has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it maybe issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Section 5.2. Lost Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Records and Reports Section 6.1. Shareholder Records. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder. Section 6.2. Corporate Documents and By-laws. The corporation shall keep at its principal executive office the original or a copy of the articles of incorporation and by-laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. The corporation shall, upon the written request of any shareholder, furnish to that shareholder a copy of the articles of incorporation or by-laws as amended to date. Section 6.3. Minutes and Accounting Records. The minutes of proceedings of the shareholders, the Board of Directors, and committees of the Board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place or places as designated by the Board of Directors. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in a form capable of being converted into written form. Section 6.4. Inspection by Directors. Subject to applicable Texas law, every director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations for purposes relating to his or her status as director. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. Section 6.5. Annual Report to Shareholders. Subject to the Texas Business Corporation Act, for as long as the corporation has fewer than the number of shareholders specified in the applicable statute, if any, any requirement of an annual report to shareholders is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders, as the Board considers appropriate. Section 6.6. Financial Statements. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement; and accompanying balance sheets prepared by the corporation on file in the corporation's principal office for 12 months; these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand. Section 6.7. Form of Records. Any records maintained by the corporation in the regular course of its business, with the exception of minutes of the proceedings of the shareholders, and of the Board of Directors and its committees, but including the corporation's stock ledger and books of account, may be kept on, or be in the form of magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspcet the same. ARTICLE V11 Miscellaneous Section 7.1. PrinciRal Executive or Business Offices. The Board of Directors shall fix the location of the principal executive office of the corporation at any place either within or without the State of Texas. Section 7.2. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors. Section 7.3. Seal. The corporation may have a corporate seal which shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. Section 7.4. Indemnification. The corporation shall have the power to indemnify, to the maximum extent and in the manner permitted by the Texas Business Corporation Act (the "Code"), each of its directors, officers, employees and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the corporation. The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. Section 7.5. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 7.6. Dividends. The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner ' and upon the terms and conditions provided by Texas law and its articles of incorporation. Section 7.7. Amendment of By -.Laws. To the extent .permitted by law, these by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors. The shareholders entitled to vote, however., retain the right to adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them. DEPARTMEN ' PIJRLIC:FT-'Ty \� i. DRI I:C'NSC CLASS: CM'- DL: DOB: 12-06-63 HT ' EXPIRES: 12-06-09 REST:A_ t END. VALLILEE,JAMES 2764 YORKSHIRE S ! GRAPEVINE TX 7 I f Y. �.._�vr•-"'+'�'�+acssri ry r. ,_ ._�.�.+w'anlfi'gflry.+-`.._.__ 07112/2005,, . 831357 12/06/1963 JAMES R. VAL ILE 2704 YORKSHIRE COURT GRAPEVINE TX 76051 I 012615 INSTRUCTOR I.D. NO. TEXAS DIEPARTArOff OF PUBUC SAFETY TEMPORARY PERMIT VALID UNTIL 12-04-2005 NO. t27�1 140280 CLASS: AM ASSUED: 10-05-2005 EXP: 12-W2009 VALLILEE,JAMES RAYMOND 2704 YORKSHIRE COURT UHT. WO 'S :M PP�8PEVINEJX 16051-6"3 VOTER- VOT�R. F 310.00 VOTER. RESTRICTION'ELEC SERV: A - WTH CORRECTIVE LENSES R - LOFS 21 OR OVER VEHICLE ABOVE CLASS L L ENDORSEMENTS: NONE CONTACT YOUR LOCALDRIVER UGENSE OFFICE IFA TANGS IS NEEDED ,h,�m a SIGNATURE OF LICENSEE i U.& Department of AV Unitedftofts GuardQwA q 'w ra,-t my r ..`•. 0 GUARD F 0 left of Certijicate i ra m0ing This is to certify that Jim Valfilee, has successfully completed TEXAS PARKS & WILDLIFE BOATER EDUCATION PROGRAM IN AGREEMENT OUR MEMORANDUM 1' UNDERSTANDING sponsored by Grapevine Excursions given at Gaylord Texan Resort & Conference Center Grapevine, Texas July * and 12'h 2005 - W IL &-.- Texas Parks & Wildlife Boater Education Instructor and Area Chief +°ti�i�l+ �JLa es f_�oa,—, G'41,a'r i1 '- Ef:i.i%.3L F StaFa' o7L.lrer Pu isf ; ("[1` ation CR8 55 -9m- 5 fl LA