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Item 17 - Touring and Sightseeing Service
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: BRUNO RUMBELOW, ACTING CITY MANAGER EDDIE SALAME, CHIEF OF POLICE MEETING DATE: NOVEMBER 15, 2005 SUBJECT: APPLICATION FOR TOURING AND SIGHTSEEING SERVICE BACKGROUND: On September 20, 2005 the City of Grapevine passed Ordinance No. 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. On November 1, 2005 Jim Vallilee presented an application to the City of Grapevine City Council for consideration. The application was denied 5-1. Mr. Vallilee has proposed an alternative route included in this amended application. The remaining application information has not changed from the initial proposal. APPLICANT: Jim Vallilee, DBA Grapevine Excursions Vallilee Holdings Inc. 2704 Yorkshire Court 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 package prices will be available. November 10, 2005 (9:37AM) 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 the City's ordinance. Mr. Hambrick has stated that it meets the minimum requirements of Ordinance No. 2005-72; however; Mr. Hambrick also requests that the applicant and carriers provide to the City of Grapevine a minimum of 30 days 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. November 10, 2005 (9:37AM) DRAFT 11/03/05 LOCATION AND ROUTE OF SERVICE: Grapevine Excursions is located at 151 South Dooley St. Grapevine, Texas.. The route proposed by the applicant is: Fairway Drive/Grapevine Mills Route November 2005 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 SH26 to Fairway Drive 4. North on Fairway Drive to Silverlake Marina boat ramp. 5. Lake tour on water approximately 10 minutes. 6. Exit Silverlake Marina. 7. North on Fairway Drive across the dam. 8. Turn around at the roundabout and travel south on Fairway Drive. 9. East on SH26 to Grapevine Mills Mall. 10. Grapevine Mills Circle around the mail. 11. Exit Grapevine Mills west on SH26. 12. Enter Gaylord Trail unloading guests at the Tour Bus lobby. November 3, 2005 (2:29PM) ' 1 'Grapevine Police 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. Name of person completing application R,.C.GrL.�xi Sb6ature Before mem�r on this day personally appea red �'c>,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 thisy_ day of , A.D. 2005. --otary Signature i..': ^.:..til'�..1._`w.^`�'.�_"�.�`..-."-�•.-.�..-: �. .�' . .. ... � Page 1 of 21 C:\Documents and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Applicant Information Name: jPMjb— VA 1Ael Date of Birth: Social Security Number: Texas DL Number: Address: 270y �c,(k-s6e C-4. _City: G(PQet1;Yq– State: TK Copy of Driver's License Attached: U Full list of all convictions for violations of Federal, State or Municipal laws: 1) Date: Charge: State: County: Municipality: Court: Disposition: 2) Date: Charge: State: County: Municipality: Court: Disposition: 3) Date: Charge: State: County: Municipality: Court: Disposition: 4) Date: Charge: State: County: Municipality: Court: Disposition: 5) Date: Charge: State: County: Municipality: Court: Disposition: Attach additional sheets if necessary. Page 2 of 21 CADocurnents and Seft1ngs\kmurray\Loca1 SetUngs\TEMP\TouringSightseeingFranchiseApplicabon.doc Full list of any unpaid judgment(s) of record against the applicant: 1) Date: Cause/Case #: State: — County: Court: Disposition: Amount: Copy of judgment attached: ❑ 2) Date: Cause/Case #: State: County: Court: Disposition: Amount: Copy of judgment attached: ❑ 3) Date: Cause/Case #: State: County: Court: Disposition: Amount: Copy of judgment attached: ❑ 4) Date: Cause/Case #: State: County: Disposition: Copy of judgment attached 01 Court: Amount: 5) Date: Cause/Case #: State: County: Court: Disposition: Amount: Copy of judgment attached: ❑ Attach additional sheets if necessary. Page 3 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\ToudngSightseeingFranchiseApplication.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 ❑ Special ❑ Limited Partner ❑ Name: Date of Birth: Address: City: State: General Partner ® Special ❑ Limited Partner ❑ Name: Date of Birth: Address: City: State: General Partner ❑ Special ❑ Limited Partner ❑ Name: Date of Birth: Address: City: State: General Partner ❑ Special ❑ Limited Partner ❑ If Corporation: Name: VPM'Jee, HO O- 5 G Date of Incorporation: " Qs Place of Incorporation: jeXA S Address of Principal Place of Business: 270q ` OT � 51"1'7'e- City: G P p� o V +` State: -T1-" Page 4 of 21 CADocuments and Settingslkmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Officers and or Directors: Name: JP,0-�Q�, VAi) ,I ko, Date of Birth: I z - (P- & � Address: YO 1 -"(P, CI City: &t it 0eJ,Ak, State: Title: n; r M 8PAU Percentage of Capital Stock 32-1110 Name: POtAyV I 1 Date of Birth: .9 Address: Z-10`'( Vo I �Altb — city: G j 4 10,9V i A t, State: Title: Pr e 5 J t-/\ 4- Percentage of Capital Stock 3`4 7o Name: '�664 DateofBirth: IJZ3161 Address: LZ 0 rrl City: G!A it OVII-,L State: Title: 5 6 pg z )-I(1lsev Percentage of Capital Stock Q Jv Name: Date of Birth: Address: City: Title: State: Percentage of Capital Stock Name: Date of Birth: Address: City: State: Title: Percentage of Capital Stock Registered Agent: Name: NA4, Erna i 9eq (eC4 xlcte,4).5Date of Birth: *' Address: )LI 150kevay 5AI4PY- City: . ......... V. e r L) ilLik State: -rX Title: Page 5 of 21 CADocurnents and Setfings*rnurrayNLocal Seffings\TEMP\TouringSightseeingFranchiseApplication.doc Total amount of and nature of authorized capital stock: I 1 000 COMM ON 5+06-k Sales Tax Identification Number: D 2 V Ll Certificate of Good Standing attached: Certified copy of corporate charter and bylaws attached: 14 Certified copy of permit to do business in Texas: Trade name: GfApev(,e_ a',,-(04(51,0NS Proposed operation address: f Length of time applicant has resided in Grapevine: I5_ months CJ years Length of time applicant has resided in Tarrant County: 17 months 0 years Additional Required Attachments: Extent, Quality and Character of service to be provided: CX Facts justifying demand, need and necessity for such service: Proposed route including stops and schedule for the service to be provided: U Complete statement of experience rendering Touring/Sightseeing service: 1* Complete list of all liens, mortgages and other encumbrances of vehicles: 15d No4f Identification and description of any denial, revocation or suspension of Touring/Sightseeing service/franchise application: Sf No�, Description cription 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: 6Y Documentary evidence of insurance as outlined below: 5( General Liability (including Agreementual liability) General Aggregate Prod./Comp. Op. Agg. Written on an occurrence basis Personal & Adv. Injury Each Occurrence Automobile Liability, including,any auto, hired auto and Combined Single Limit non -owned autos Excess Liability, Umbrella Form Each Occurrence Aggregate Workers' Compensation and Employer's Liability Each Accident Page 6 of 21 CADocurnents and Seffings*rnurrayTocal Settings\TEMP\TouringSightseeingrranchiseApplication.doc $2mil $2mil $.5mil M- mr:301 Total Number of vehicles to be permitted: (1) Year: 19q� Make: 6-fAC- Model:— D U k LA.; Vehicle Identification Number: - Carrying Capacity: 50 Texas License Plate: Sales Tax Identification Number: � Valid Motor Vehicle Inspection Certificate: 0 Valid Motor Vehicle Registration Certificate: 0 Valid United States Coast Guard Certification (if applicable): Ed Texas Parks & Wildlife Registration (if applicable): Design/Color Scheme/Letter: Photographs attached: Id Safety and Insurance Requirement Certification: N (2) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Texas License Plate: Valid Motor Vehicle Inspection Certificate: El Valid Motor Vehicle Registration Certificate: L3 Valid United States Coast Guard Certification (if applicable): El Texas Parks & Wildlife Registration (if applicable): E3 Design/Color Scheme/Letter: Photographs attached: El Safety and Insurance Requirement Certification: El Page 7 of 21 CADocurnents and Setfings\krnun-ay\Loca1 Setfings\TEMP\TouringSightseeingFrarvchiseApplication.doc Vehicle Information (3) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Texas License Plate: Valid Motor Vehicle Inspection Certificate: 0 Valid Motor Vehicle Registration Certificate: L3 Valid United States Coast Guard Certification (if applicable): LJ Texas Parks & Wildlife Registration (if applicable): Q Design/Color Scheme/Letter: Photographs attached: LJ Safety and Insurance Requirement Certification: Q (4) Year: Make: Vehicle Identification Number: Vehicle Certificate of Title Number: Model: Carrying Capacity: Texas License Plate: Sales Tax Identification Number: Valid Motor Vehicle Inspection Certificate: El Valid Motor Vehicle Registration Certificate: 0 Valid United States Coast Guard Certification (if applicable): EJ Texas Parks & Wildlife Registration (if applicable): El Design/Color Scheme/Letter: Photographs attached: Ll Safety and Insurance Requirement Certification: El Page 8 of 21 CADocurnents and Setfings*rnurrayNLocal Seftings\TEMP\TouringSightseeingFranchiseApplication.doc 077-1mr-TrITNOTim M (5) Year: Make: Vehicle Identification Number: Vehicle Certificate of Title Number: I =0* 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: ❑ (6) Year: Make: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Model: 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 9 of 21 C:\Docurnents and Sefflngs\krnurray\Loca1 Seffings\TEMP\TouringSightseeingFranchiseApplication.doc Vehicle Information (7) Year: Make: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Model: 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: ❑ (8) 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 10 of 21 CADocurnents and Seffings*rnurraykLocal Seffings\TEMP\TouringSightseeingFranchiseApplication.doc Vehicle Information (9) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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): D Design/Color Scheme/Letter: Photographs attached: ❑ Safety and Insurance Requirement Certification: ❑ (10) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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 11 of 21 CADocuments and Settings*rnurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Vehicle Information (11) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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: ❑ (12) Year: Make: Model• Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Texas License Plate: Valid Motor Vehicle Inspection Certificate.: L3 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 12 of 21 CADocurnents and Setfings\krnurray\Loca1 Seftings\TEMP\TouringSightseeingFranchiseApplicafion.doc Vehicle Information (13) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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: ❑ (14) 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 13 of 21 CADocuments and Settings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplication.doc Vehicle Information (15) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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: ❑ (16) 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 14 of 21 CADocurnents and Sefflngs\krnurray\Loca1 Seffings\TEMP\TouringSightseeingFranchiseApplication.doc k a 6'[elf (17) Year: Make: Model: Vehicle Identification Number: Vehicle Certificate 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: ❑ (18) 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: 0 Safety and Insurance Requirement Certification: ❑ Page 15 of 21 CADocuments and Seftings\kmurray\Local Settings\TEMP\TouringSightseeingFranchiseApplicaton.doc Vehicle Information (19) 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: ❑ (20) Year: Make: Vehicle Identification Number: Vehicle Certificate of Title Number: Carrying Capacity: Sales Tax Identification Number: Model: 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 16 of 21 CADocurnents and Seftings\krnurray\Loca1 Seftings\TEMP\ToudngSightseeingFranchiseApplication.doc Operator/Driver Information 1) Name: MG HPC0_1 Date of Birth: Social Security Number: t , _ Texas DL Number:l� (2) (3) A117s: 327 S Aq 1 r1�yu City: SP,!�,'AGtv,-J ate: ? Copy of`D�river's License` Copy of Texas Boater education program certificate: a M - Name: (E �6 ori ate of Birth Social Security Number Address: 14 a U S 1 Copy of Driver's Licens( A Copy of Texas Boater education F Name: M p.0 k (TA{Anes Social Security Number: Address: '7 01 vv�A T City: s DL Number: w ;4+1e. Ew,- State: rt 3g4m certificate: X Date of Birth: Q(. City: Texas DL Number: PI A No. State: -TX' Copy of Driver's Lic se: ;Q Copy of Texas ater education program certificate ❑ (4) Name: off Date o, `Birth: ' S$ Social S curity Number: Texas DL Numb r' Add r ss: 2-39 'FA4" \ /F(P-; City: ?APP -005(-- State: py of Driver's License:Y Copy of Texas Boater education program certificate: Page 17 of 21 CADocuments and Settings\kmurray\Local Set Ings\TEMP\TouringSightseeingFranchiseApplication.doc Operator/Driver-Information (5) Name/�rAP5 A Social Security Number: Address: 'Ll 0 "1 Copy gf—C)W/ is License: 0 (6) Name: ate of Birth: 7iwas DL Number: City: &f A C)Q,,J -1-)6 -State: Texas Boater education program certificate: 0 Social Security Number: Address: Copy of Driver's License: El City: Date of Birth: Texas DL Number: State: Copy of Texas Boater education program certificate: 0 (7) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: E3 Copy of Texas Boater education program certificate: LJ (8) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: LI Copy of Texas Boater education program certificate: U Page 18 of 21 CADocurnents and SeftIngs\krnurray\LocaI Seftings\TEMP\TouringSightseeingFranchiseApplication.doc (9) Name: . ... ... ... .. . 0 Oji P_ 5 Date of Birth: 5/3 +J-53 Social Security Number: Texas DL Number: Address: 2 (11-3 La ke b?, I- VC city: H �11) f State: Copy of Driver's License: )4 -7 � 1 /7 Copy of Texas Boater education program certificate: A (10) Name: Hary-(4 J- Date of Birth: '71 Social Security Number:—, Texas DL Number: Address: Nv-,city: Pa r,-, roc c' State: -7 Copy of Driver's License: Copy of Texas Boater education program certificate: (11) Name: J6 me S )'j ter, Date of Birth: Social Security Number: Texas DL Number: 7 Address: a-764 (4- cit State: 7).!� Y: J-rz�o tA-tX Copy of Driver's License: Copy of Texas Boater education program certificate: 0 2) Name: Date of Birth: Social Security Number: Texas DL Number: Address: City: State: Copy of Driver's License: 0 Copy of Texas Boater education program certificate: El, Page 19 of 21 CADocurnents and Sethngs\krnurray\LocaI Setfings\TEMP\TouringSightseeingFranchiseApplication.doc Operator/Driver Information (13) Name: Social Security Number: Address: City: Date of Birth: Texas DL Number: State: Copy of Driver's License: ❑ Copy of Texas Boater education program certificate: ❑ (14) 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: ❑ (15) 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: ❑ (16) Name: FITUMMUM Social Security Number: , Texas DL Number: Address: Copy of Driver's License: ❑ City: State: Copy of Texas Boater education program certificate: ❑ Page 20 of 21 CADocurnents and Seffings\krnurray\Loca1 Settings\TEMPNToudngSightseeingFranchiseApplicafion.doc Operator/Driver Information (17) Name: Social Security Number: Address: City: Date of Birth: Texas DL Number: 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: Address: Copy of Driver's License: ❑ Texas DL Number: City: State: Copy of Texas Boater education program certificate: ❑ (20) Name: Social Security Number: Date of Birth: Texas DL Number Address: —City: Copy of Driver's License:' ❑ Copy of Texas Boater education program certificate: ❑ Page 21 of 21 CADocurnents and Seffings\krnurray\Loca1 Setfings\TEMP\TouringSightseeingFr-anchiseApplicafton.doc State: 0. Application Requirements 1 -Jac 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 The duck tours will start 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. The route is defined as the Fairway Drive/Grapevine Mills route, which does not go on Main Street and stays in the Northeast corridor of Grapevine. The route is detailed in a separate document defining the route in text and map format. Last updated on 11/08/2005 11:01 AM by kmun-ay - revision 2 ApplicationRequirementsI 10805.doc Page 1 of 4 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 6t', 2005. Since the passing of the City tourism ordinance on Sept 20th 2005, Grapevine Excursions ceased its operations at the Gaylord. Grapevine Mills Mall 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. We are currently negotiating a contract for a cart inside the mall and looking to 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 Dept of Army procedures and as long as we follow the Corps rules and regulations, they support our operations. Last updated on 11/08/2005 11:01 AM by kmurray - revision 2 ApplicationRequirements110805.doc Page 2 of 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 inspections 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 scheduled 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 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, Last updated on 11/08/2005 11:01 AM by kmurray - revision 2 ApplicationRequirementsl 10805.doc Page 3 of 4 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 Conventions and 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 the initial proposals in March of 2005 through the unloading the ducks in June, I 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 believe that the duck tours 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 become part of the Grapevine scene. Last updated on 11/08/2005 11:01 AM by kmurray - revision 2 ApplicationRequirementsl 10805.doc Page 4 of 4 Fairway Drive/Grapevine Mills Route November 2005 Rd 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 SH26 to Fairway Drive 4. North on Fairway Drive to Silverlake Marina boat ramp. 5. Lake tour on water approximately 10 minutes. 6. Exit Silverlake Marina. 7. North on Fairway Drive across the dam. 8. Turn around at the roundabout and travel south on Fairway Drive. 9. East on SH26 to Grapevine Mills Mall. 10. Grapevine Mills Circle around the mall. 11. Exit Grapevine Mills west on SH26. 12. Enter Gaylord Trail unloading guests at the Tour Bus lobby. Tours will depart from Gaylord Texan at 10:00am, Noon, 2:00pm and 7:30pm seven days a week with a limited schedule in January and February. ..-�..,.+nM..Y Grapevine :.8k "Pky �K- Uniformed drivers and ticket takers will wear a company polo or camp shirt. The shirts will. be marked with either a Grapevine Excursions or Duck Riders Iogo. ,�,� � 4 � w k�� n�(�fat. ,�� '..+.. �y,�N no- 3iilF�.�".� ,. �'s'�.t9m�iui 1 �''dav�� i„y ,y= . ' � e. �. _. _; � � w� t � � ;, ern ,�: a,�,mra' ser�„�. +. "'-'-m �� � � , ---�'� _:.e*"=..�._._,w...,. , ����,m �Amea�it�L"i .��.;'��a���i�i.m` ��;.'�Y ' e,�ni ,t �xd..,;`,z u" i' yH4 �ks� S.y+C ���,tY .�{.. UAV;' , 3 , r' I Ate:.. I < w I- 0- 00 z 0 sum Vo 00 u U) o to 4 CA c 0 cz, x ui 0 CL CL C) 0 C,4 0 Lij 6 (t) LL z w cz Ir .4 0. o LLJ CL CL LLI 46 - CL 0 Co < co 9 L, a EL O. w 8 8 0 40). 03. LU tJ O CL W 0 CL CL 2 0 d 0 h Q tO N. � m C4 o e 0 i in a 2, . z C a a C a� m c z U E m a U2 a a _ V D12 a, in n to g g w ao (H v3 4191 61%W Ul } O V FL- p �. 0 9 O CO CL Ix `` pip c z cc. Z v ::3'. Q a Q T C C� z g U- ci w0 o a w F C211"ES ACDM,. INSURANCE BINDER COVERAGEIFORMS 108105105DATE COINS % AMOUNT PROPERTY CAUSESOFLOSS BASIC El BROAO Fx-� SPEC Bus Personal Property 1,000 80 $10,000 TMS BINDER 13 A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM. PRODUCER A10' a rJ12-rLTBr%�1� COMPANY RETRO DATE FOR CLAIMS MADE BINDER# FAX 817 347-6981 ATC No DAMAGEPTO $50,000 Scottsdale Insurance Com MED EXP (Any one person) $ 5,000 TBD AUSTIN - COMMERCIAL DATE ° TIME DATE TIME TIKE 08/04!05 12:01 X AM 081(14J06 X 12:01 AM Higginbotham & Assoc., Inc. 300 W. 6th SL, Suite 1830 — -- PROPERTY DAMAGE $ MEDICAL PAYMENTS $ PM PERSONAL INJURY PROT # NOON THIS BINDER IS ISSUED TO EXTEND COVERAGE IN THE ABOVE NAMED COMPANY PER EXPIRING POLICY It Austin, TX 78701 CODE SUB CODE CY 64192 � DESCRIPTION OF OPERA�ROPERTY Qncbdhg Lucation) R 1 Loc#1: 2704 Yorkshire Court;, EACH ACCIDENT $ INSURED Grapevine Excursions 2704 Yorkshire Court Grapevine, TX 76051 EXCESS LIABILITY UMBRELLA FORM OTHERTHAN UMBRELLA FORM Grapevine, TX 76051 EACH OCCURRENCE $ AGGREGATE # COVERAGES LIMITS TYPE OF INSURANCE COVERAGEIFORMS DEDUCTIBLE COINS % AMOUNT PROPERTY CAUSESOFLOSS BASIC El BROAO Fx-� SPEC Bus Personal Property 1,000 80 $10,000 GENERAL L1AB11JTY COMMERCIAL GENERAL LIABILITY CLAIMS MADE FK OCCUR RETRO DATE FOR CLAIMS MADE EACH OCCURRENCE $1,000,000 X DAMAGEPTO $50,000 MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMPlOP Am 6 IndudW AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT $ BODILY INJURY (Perperaon) $ BODILY. INJURY (P s-ident) # — -- PROPERTY DAMAGE $ MEDICAL PAYMENTS $ PERSONAL INJURY PROT # UNINSURED MOTORIST $ AUTO PHYSICAL DAMAGE DEDUCTIBLE COLLISION: 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 UMBRELLA FORM RETRO DATE FOR CLAIMS MADE: EACH OCCURRENCE $ AGGREGATE # SELF-INSURED RETENTION # WORKEWS COMPENSATION AND EMPLOYER'S LJABU.ITY WC STATUTORY LIMIPS EL EACH ACCIDENT # -- EL DISEASE - EN EMPLOYEE S EL DISEASE - POLICY LIMIT $ SPECIAL Building 01: tour office RNER ONSN Coverage: Bus Personal Property Vahxation: COVERAGES Replacement Cost FEES S TAXES # ESTIMATED TOTAL PREMIUM # NAME & ADDRESS MORTGAGEE LOSS PAYEE ADDrrK)NAt INSURED LOAN # 7OMD REII A ACORD T5 (2001/01)1 of 2 #26603 NOTE: IMPORTANT STATE INFORMATION ON REVERSE SIDE KDO 0 ACORD CORPORATION 1993 COMPANY PHONE NO. 800 -T28 -23T4 POUCY NUMBER WEAR 1945 TEXAS LIABILITY INSURANCE CARD COMPANY National Liability & Fire Ins Co EFFECTIVE DATE EXPIRATION DATE 08104/2005 08/04/2006 MAXEIMODR DUKW GMC Mitita AGENCY AUSTIN - COMMERCIAL Higginbotham & Assoc., Inc. 300 W. 6th St., Suite 1830 Austin, TX 78701 INSURED Grapevine Excursions 2704 Yorkshire Court Grapevine, TQC 76051 VEHICLEiDENnRCATION NUMBER SPANISH TRANSLATION AGENCY PHONE NO. 512-476-7444 This polity provides at least the minimum amounts of liability insurance required by the Texas Motor Vehicle safety Responsibility Act for the Specified vehicle and named "msureds and may provide coverage for ofher persons and other vehicles as provided by the insurance policy. # 38579 Tarjeia de Segura de Resonabilidad de TexasI Texas Liability Insurance Card Guard# este tarleta. Keep this card. iMPORTANTE.Esta Wrote o una copis de su polize de seguro dabs aw mostrode cuando usted soiicite o renueve SU., o registro de vehiculo de mor e 6csncin para oonducir o eUqueta de inspec cion de segurided para su vehiculo. - xle que usted terga tambien que rnostar esta tariete o su poliza de segum si bene un aaddente o Si un ofccial de to paz se Is pile. Todos ios contluctores en Texas deben de tener seguro de responsabUldad para sus vehiculos, o de otra manes lienar los requishos legates de responsabilidad civil. Folio on llenar este requisite pudiers resultoron multas de testa $1,000, suspension de su licencia para conducir ysu regi- stro de vehiculo de motor, y la retencion de su vehiculo por un periodo de haste 180 dies (a un costo de $15 per dia). iMP'ORTANT.This card or a copy of your insurance policy must be shown when you apply for or renew your o motor vehicle registration o drivers 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 160 days (at a cost of $15 per day). w -+eva��srr,a4 : Y t i 4 _ YBiCLETtRES NIDIEOBfRAI10N ON1810N VEHICLE 9NEMT9' © ,qyi'� s t. _ BOpY STYIf wMs i 600 PREVIOl1S OWNERi;f, p scs IY a 1 ODOMETER READING HANK LABABARA 'DES PLAiit EXEMPT zi NAMES YAtLAI E 2704 YOUSINR �-CUR _ A GR.APEVIiVE, .a= 6051 Sly Y'R 1 SIGNATURE OF OWNER OR-kIENT MU. SE 9v 91,gS +s�,. ... _ . UNLESS OTHERWISE AUTHORIZED BY 'LAW, IT IS A VIDL'ATION ;OF I AT'E LAW TO `sm THE NAME OF AWDER PERSON ON: 'A IERTMATE OF TRLE•:OB.QiNERWLSE GIVE FALSE MFORMATION ON A CERTIFICATE OF TnIE... Lip im NONE t - - ,. IST uFN RELEASED ' ... DAM .:. BY AUTHORIZED AGENT GATE OF LIEN - L'E?�FIOil15. l 2ND „ rfa•:, a }k K".II `� .2ND LIEN RELEASED DIRE IE ` q ys 'AGEM . F > DATE OF LIEN r',y.'- - r r, .I~ •' - 3R- LIEN RELEASED DATE S�.Y..Y.. ,t-•�c ``.fir' fro` - :, rf IT IS HEREBY CERTIFIED THAT THE PERSON HEREIN s -- r $ AUTHO II=D AGENT r OF THE VEHICLE DESCRIBED ABOVE WHICH IS RIGHTS O F S U R Vi'VO R S HIh AGREE�M L�,..t�" Y WE, THE PERSONS WHOSE SIGNATURES APPEAR HEREIN, HERE9Y;Rttq�" SIGNATURE . DATE THAT THE OWNERSHIP OF THE VEHICLE DESCRIBED ON THIS CEF�jROAT` ��'._:.r. OF TITLE SHALL FROM THIS DAY,F'ORWAl1tS.BE:HELD JOIN'i�i'Y'" EVENT OF DEATH OF ANY 1JF THE'PERSONB NAM® 911 'I`, ".�+ �9' 'J r 8LON7►TURE DAIE.. THE OWNERSHIP OF THE VfMCI.Ea.BNMy,i°YF.Si',9J THE S'Uq 4j1l ti-tn.r..�.� FORM aPC REV. SI2= ACCEPT 7Mi C11llil ;{ ken 1471bN APpUOANT HEM. a 7NE A AR. O NEER 1lO E NNOMA N THE DND E UOF TRE 47EPAtYMBR� we ne L11M�N. OWNER OF 71@ BRAT OBBCAPB� aD.ow. MAKE OF BMT MODEL YEAR KA.L OENTF AIM NUMB9i - S�,i1B�s DDDR o— 19451G3 ST " EITHER ,. . _ '• -: ' . .� : •� F ,. �= n iTE 19WED MMABE+rBr. OARRlBOARD•OMBOARDOf'LY) -' ,.. w OUioRmNUMBEIyS]{RIBDAi�I,-atmwAROOIB•» ' ORIGINAL { _ 08 =�0 5 L@I . V DATE OF LEN L���1 F 2704 YORKSHIRE CT GRAPEVINE TX 16051 113 HIS,7mE MUST B ;,S(t9N OLIN INK'.1PO1tY' mempT - i 'i �'� IST UEN RELEABED er . •' 4 _. ^' S T DATE OF' DATE AVf}Ipi17ED Ar" !CAME OP'1ND�G"!T!!i HOLDER .•, , ORE OWNER - OR UNDER OATH. THE ISSUANCE OF THIS CERTIFICATE, SAID LIEN(S) HEREINBEFORE ENUMERATED. HE IS THE OWNER .' HEREIN DESCRIBED Ao6wi I rT APPEARS UPON - AT THE DATE OF ` > SUBJECT TO THE 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: Trmsmission/GV W: Odometer/Fuel Type: SAFETY ONLY 08/10/2005, 10:44 AM Safety 0509 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: Safety Test Results Gas Cap Integrity Result: Certificate Number Issued: K12093204 INSPECTIONS ONLY IP34000 510 E NORTHWEST HWY GRAPEVINE 760510000 DAVID THORP WW510686 $ 12.50 $ 0.00 $ 12.50 Safety Items: PASS. OVERALL RESULT: 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 ble rules and regulations. —It Ccrtifie Inspector's Signature Certification Date: 23 Apt2{Ifi2 United States of Amarics Expirations Date: 23 A r 2007 Deparbmrtt of Homeland SeaurftY IMONurtlW. United States Coast Guard U* 0% CelfificateInspection "K rramll o as cc sin Ssnba KENTUCKY CGO57259 Passenger (More Than 6) Not Documented Steel 90 Gasoline Engine 004 v taft nom 8010 tits GRH lw* W.. TC.a tw m ONTIAC, Mi., UNITED STATES 19WO943 R-4 F-4 ilei oPOWW CHICAGO) DUCKS CORPORATION CHICAGO DUCKS CORPORATION 1413 REDEKER ROAD 1413 REDEKER ROAD ES PLAINES. IL 80016 DES PLAINES. IL 60016 This vessel must be manned with the following licensed and unlicensed personnel. included in whkh there must be cefffto Iffeboatmen. 0 certified t4r S and 0 GMDSS. ors. 1 wasw master a 1st pass Patz RrJb DAeet(5) Chet End OME0,12aft Ghw M ate nAate & 1St Mass Piot Abse Soxrmr010ANW 1st Anal En§02W &W. 044 2nd Met0004V ur_ VA810106V 0r&%1y Sea"M 2nd AWL EngrFld Erie. and M.3ielrv}ICRW Itl Coma Pilot Deochends 3rd Asrst. Engr. Lit Engr. InaMilion, this vessel may carry 29 passengers. 0 other persons in crew. 0 persons in addition to crew. end no oihets. Total Lin Lralio v ed: 30 Route Permitted and Conditions of Operation: ---tl ivern plus L xoited great: Lrk+es--- " LAKE MICHIGM. WZTHZN SHE CONFINER OF BVPJ*U%M HARBOR, NOT KO1t8 THAN 1040 FLET FROM SHORE AND WITHIN THE CONFINES OF JACKSON PARE R^"OR, NOT MORE THAN 1000 FEET FROM SHORE. V£SSM ZS 240T TO HE OPERATED WHW THE SEA STATE 9XCEMS ONE (1) FOOT, AS DMMV4=D SY THE NATIONAL WRATH= SERVICE. THE 8140122$ HOOD MUST R8KXXN CLOSED AND PROPERLY SECORRD AT ALL 'P2MVG Wit2LC Tits V=SF:L YS UVDr.PWx10. IF THE VESSEL IS AWAY PROM THE HOCK, OR PASSENGERS ARE ON BOARD OR RAVE ACCESS TO THE VES$r.L FOR A PMU<= EXCEEI)X= TKMVB (12) HOMM ZId Ata7r TWZ?.rY-FOUR (24) HOUR PE022OD, AN ALTERNATE CPBW SMALL 118 PROVIDI n. ~"SEE NEXT PAGE FOR ADDITIONAL CERTIFICATE INFORMATION' With this tnspec 1jon for Certification having been completed at CHICAGO. UNITED STATES, the Officer in Charge, Marine spedion. M50 CHICAGO certified the vessel, in all respects. is In conformity wfth the appticable vessel inspection laws and the mites and Lemlations, gMsalbed thereunder. AnnuallPeriodic/QuarterIv Reinspedons This Amended cetfficate, issVfid bjr, ~hN '�•, L. M. E DER. USCG, ACTING MSO CHICAGO Date Zone A/PNQ Signature 1,4Ma�Rb03 CHIMS P Metra. Jaynes D apt CHIMS P Mega. James D .utt w ow %6 r,"n Dcpan=M o[ Hvachad S ornY United States Coast Guard ••• Ce / it �• / b�G. a e of inspection Cctificattfln Distc Pngc 2 of 3 23Apr2002 PiuSENCERS SHALL REMAIN SRATSD AT ' ALL TINS WHILE TIME VESSEL IS DNI1nwAY . VOYAGES ARE LIMITED TO 130) MINUTES IN DURATION. THE MINIKW NONDER OF CHILD SIZE LIFE PRESERVERS REWIRED IS THREE {03.}. WHEN MORE THAN THREE ( d3) PERSONS WEIG14ING LESS THAN 75 POUNDS OR STANDING LESS THAN 57 • ARE CARRIED, ADDITIONAL CHILD SIZE LIFE PRESERVERS SRALL BE CARRIED SO THAT THE VESSEL HAS AN APPROVED LIFE PRESERVER SUITABLE FOR EACH SUCH PERSON ON BOARD. SMOKING OR THE USE OF OPEN FLAME IS PROHIBITED. FUMING OPERnTIONS ARE PROxIBITED ON NATER, MgL=S THE REQMR374MTS OF 46 CPR 182.445 AND 182.4$0 ARE MET. ANY -,=ME THE WATERTIGHT INTRGRITY OF THE 'VESSEL IS COMPROMISED THROU13H DAMAGE' REPLACB- MENT, REPAIR. OR MAIt2TENANCE. THE OCMI SHALL BE NOTIFIED AND THE VESSEL SHALL BE St7WSC'TED TO A3y oPERATIONAL IN -WATER TEST PRIOR TO CARRYING PASSZMCSRS . ---Hulk Exams --- Exam Type .next EX00 Drydock 30Ao.r2009 Last Exam Prior Exam 07May2004 i7May2000 --Lifesaving Squipa►ent--- Number Persons Required Total Equipment for 30 Life Preservers (Adult) 30 Lifeboats(Total) U 0 Life Preservers(Child) 3 Lifeboats(fort)* 4 0 Ring Buoya(Tot8l) 1 Lifeboats(Starbd)* 0 0 with Lights* 1 Motor Lifeboats* 0 0 with Line Attached* I j Lifeboats W/Radio• 0 0 Outer* 0 Rescue Boata/Platforms 0 0 Immersion Suits 0 Inflatable► Rafts 0 0 Portable Lifeboat Radios 0 Life Float:.n/Buoyant App 0 0 Equipped with EPIRB7 No (* included its totals) -Fire Fighting Equipment- • - Number of Fireman Outfits/ 0 *Fixed Extinguishing Systems* Capacity Agent i l Ot=ter 11 other *Fire Extinguishers - Rand portable and sefai-portable* {qty Class Type 2 B-rr Space Protected FUEL COMPARTMENT ENGINE ROOM Dept"MMI of HomeLw%d Sccu ity United Status Coast Guard CerTificate of inspection Page 3 of 3 Catifieatiar lhtc: 23Aar2002 ---Certificate Mendments--- *Current Am9andment• pert Amending/ MSO CHICAGO Date Amended/ 07May2004 Remarks Aymmm COI To ADD RMC KM TQ THE R©UM AND CONDITIONS SLACK. ALSO GRANTED CREDIT FOR nRYMCR A= TSR. ***gyp**d .'Vi err Office of the Secretary of State « Corporations Section P.4. Box 13697 Austin, T== 787113697 rioa8e t",ewGratsd (Form 503) for Web ruing NAME +CEW11FiCATT FOIL FZLWG W ITS THE SECRETARY OF STATE Fdcd la "M"M t}ttke at the Secrea�try of Sunt Ttm Fiiiva*:4r001M SJI9J45 Doacmeet Ih 910Do6800t>6 zkmwksk The name of the corporation, limited liability company, limited panneaWI), or rcg stered limited liability partnership as stated in its articles of incorporation, articles of organizWo% certificate of limited partnership, application for certiiica�te of authority or comparable do mment is Valiilee Holdings Inc 2. The assumed name under which the business or proftsional service is or is to be conducted or rendered is Grapevine Excursions - 3. The state, country, or other ,jurisdiction under the IM of which It was incorporated. organized or &associated is TEXAS and the address of its registered or similar office in that jurisdie ion is: 1,614 Sidieev,, O)& Str�,.LC 911 32L LISA 7M 4. The period, not to exceed 10 yoars, during which the assumed name wilt be u%M is (enter number of years or a date of expiration): 0S/1912 5. The tmity is a (check one). lA- EBusiness Corporation cNan•Proftt Corporation OProfessional Comporation OProfessiornal Association CLimited Liability Company I�I.imited 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.g., bank, savings and. loan sasoc"cation, etc.) 6. if the entity is required to maintain a registered office in Texas, the address of the rcgistercd office is 1614 Sidney' Baker Street, K,envige. TX, USA 79078 and time name of its registered agent at such addmu is. National Registered Agents, Inc, The address of the principal office (if not the same as the registered office) is 2704 Yorkshire Court. Crapcvine, TX USA 76051 7, If the entity is not required to or docs not maintain a registered mice in Texas, the office address in Texas is uA if the entity is not inoorparn 4 orWixed or associated under the laws OfTexas, the address of 4 place of business in Texas is and the office address elsewhere is 8, T-nc county or counties where busincss or professional services ars being or ars 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, KERR, TARRAI+TT, The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attornay-in-fact in writing to execute this document. LreLlU Holding inc Name of the entity sirstare or drMr, stura l pwtwo uuu Wr. Mprradstabv a or awr -fact of ibt tatuy ,y - - -- -- -- ------- --- - ---o tint c t >euw� TrxAs ComrrROLLCR or PuBuc AccoUNTS CAROLE KEETON STRAYHORN - COMPTROLLER • AUSTIN, TEXAS 78774 October 2, 2005 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS - --a- - -- - 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. Carole Keeton Strayhorn Texas Comptroller Taxpayer number: File number: 0800492771 Form 05-304 (Rev. 02-03/14) hq://ecpa.cpa-state.tx.us/coa/servIeVcpa.app.coa.CoaLetter 10/2/2005 Corporations Section P.C).Box 13697 r Austin. Tcsas 78711-3697 Office of the Secretaq. of State CERTIFICATE OF INCORPORATION OF Vallilee Holdings Inc. Filing; Number: 900491-771 Roger Williams sCcrC smear state The under+iSmd, as Sc4L—rctar7 of State of Tencks, hereby canifias that Articles of Tncn. rr%Mratinn fnr the above named corporation have been received in this office and have been found to conform to law. Accordingly, the undersigned, as Secretary of State; and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation. Issuance of this Certificate of Incorporation does not authorize the use of a nitre to this state in violation of the rights of another under the federal Trademark Act of 1946, the Tem trademark law, the Assumed Business or Professional :Name Act, or the common la;v, Dared: 05113,12005 Effective.- 05/1312003 Roger Williams Secretary of State Come +isit us on the intentet alldlp_lf++�+n.scs.statc.ts.uc� Piton:: (512) • 6--'-5535 Fax: (312) 463-$7(19 1 ° 1 ; • r-' Prepared by: C;hcry t Bailry Do:umcnt: 945243(KX)14 Filed in the Office of the Form 281 "" ( �i r,F Secretary of State of Tem Filing M 800492771 05/13/201 i f Document M 905243000( Secretary of State image Generated Electronicall P.O. Box 13697 for Web Filir Austin, TX 78711-3697 FAX: 512/463-5709 Articles of Incorporation Pursuant to Article 3.02 Filing Fee: $300 Texas Business Corporation Act •Corporate he name of the corporation is as set forth below: �..,._...___..._.._.... ._.. Y. _._.--......................— ._....._.. jValliiee Holdings Inc. the name must contain the word 'corporation", "company", "incorporated," or an abbreviation of one of these terms. The name must not be the ame 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 evailabiDW is recommended. IA- The initial registered agent is an organization (cannot be corporation named above) by the name of: i fNational Registered Agents, Inc. _ .._. _. _ ----._ OR +B. The initial registered agent is an individual resident of the state whose name is set forth below: `Name: . The business address of the registered agent and the registered office address is: treet Address: ; X1614 Sidney Baker Street Kerrville TX 78028 Article 3 - Directors tte number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to rve as directors until the first annual meeting shareholders or until their successors are elected and qualified are set forth below. irector 1: ames Vallilee Street Address: 704 Yorlcsfiire Court Grapevine ix, USA 76Q51 Article 4 - Authorized Shares 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. --_---- — hlumber of Shares ar lass Blies Value j(must hoose i iand '. omplete er A . ! r B} A. 11,000has apar� value of .01 G> out par t _.. . _. .. al a. If the 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 par value `: Kor 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 references, limitations, and relative rights of each class or series -must be stated in space provided for supplemental information_ --- _ -- Article 5 -Duration }4 e period of duration is perpetual--... ....... ... e purpose for which the corporation is organized is for the transaction of any and all lawful business for which -porations maybe incorporated under the Texas Business Corporation Act. e attached addendum, if any, is incorporated herein by reference.) This document will become effective when the document is filed by. the secretary state. OR This document will become effective at a later date, which is not more than ninety (90) days from the date of its fling by the secretary of The delayed effective date .is: ..-------,--.----.---- jThe name and address of the incorporator is set forth below. 7083 Hollywood Blvd., Suite 180, Los Angeles, CA 90028 ,Iqaniela Balan -- in; ffiposed by law to The undersignWd incorporator signs these articles of incorporation subject to the penalties I for fraudulent document Balan of Incorporator. FILING OFFICE COPY of a BYLAWS OF Vallilee Holdings Inc. ARTICLE I Shareholders Section l.I. 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, represented 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 1.8. 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 may be 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, or as 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. Fixina 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 beenmade as provided in this section, such determination shall apply to any adjournment thereof. Section 1.12. Consent of Shareholders in Lieu of Meeting. 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 Il 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; Term 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 may be 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 communication 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 conunencement, 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 by Conference 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 LZI 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.• Adioumment; 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 2.8. 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 3.1. 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. Term 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 may be 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 hcld 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 inspect the same. ARTICLE VIl Miscellaneous Section 7.L Principal 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 maybe 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-Iaws 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. 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