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Contract 37457
CITY SECRETAf3Y' J� COI'J i R:`;C.0 't5 ENCROACHMENT AGREEMENT STATE OF TEXAS S COUNTY OF TARRANT § THIS AGREEMENT is made and en#eyed in#d by and between the Ci#y of Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized City Manager or duly designated Assistant City Manager, hereinafter referred to as the "City", and 813 Company, Lta. 307 W 7th Street, Suite 1724, Fort Worth, Texas acting herein by and through its duly authorized General Partner 800'S COMPANY, INC., ��ifij W 7th Street, Suite 1724, Fort Worth, TX hereinafter referred to as "Grantee", Owner of the property located at $Q7 T,amar StrPPt, ('Property"). WITNESSETH: For and in consideration of the payment by Grantee of the fee set out below and the true and faithful performance of the mutual covenants herein containedy City hereby grants to Grantee permission to construct/ install and/or Now to remain, Improvement(s) ("Improvement") that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, r OFFICimL RECORD CITY SECRETARY FT WORTH, TX sidewalks and other public rights-of4ay, such Improvements) are described as follows: a six level concrete bridge connecting a parking aaratxe located at 813 Taylor Street to a garage located at 807 Lamar Street. The bridge is approximately 18' off the ground, six levels high and provides auto traffic to travel between the garages. r1�c1 viw�l*+w'�� eK-[-�:•.+d�w� l,a}� The location and description of said Improvement and the encroachment is rrrore particularly described in Exhibit "A�, attached hereto, incorporated herein and made a part hereof for all purposes. 2_ All construction, maintenance and operation in connection with such Improvement, use and occupancy shall be performed in strict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duly authorized representative. If plans and specifications thereof shaft be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized representative, but such approval shall not relieve Grantee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. OFl~ICIAL F�EC®R® CITI' SECRETARY FT. WORTH, TX 3. Upon completion of construction and installation of said improvement and (hereafter, (here shall be no encroachments in, under, on or above fhe surface area of the streets, alleys, sidewalks and other public rights -of --way involved, except as described herein and shown on the hereinabove referred to Exhibit "A". 4. Grantee, at no expense to the City, sha11 make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment use and occupancy, including the securing of approval and consent from the utility companies and the appropriate agencies of the State and its political subdivisions. In the event thaf any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense is made more costly by virtue of the construction, maintenance or existence of such encroachment and use, Grantee shall pay to City an additional amount equal to such additional cost as determined by the Director of Transportation and Public Works of the City, or his duly authorized representative. 5. City may enter and utilize the referenced areas at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose. In this regard, Grantee understands and agrees that City shall bear no responsibility or liability for OFFICIAL RECORD CITE' SECRETARY 3 FT. WORTH, TX 11 damage or disruption of improvements installed by Grantee or its successors, but City will make reasonable efforts to minimize such damage. In order to defray NJ %J inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of the encroachments and uses provided for by this Agreement, Grantee agrees to pay to City at the time this Agreement is executed a fee in the 7. The term of this Agreement shall be for thirty years, commencing on the date this Agreement is executed by the City of Fort Worth. Jpon termination of this Agreement, Grantee shall, at the option of City and at no expense to City, restore the public right -of --way and remove the Improvement encroaching into the public right-of-way, to a condition acceptable to the Director of Transportation and Public Works, or his duly authorized representative, and in accordance with then existing City specifications. It is understood and agreed to by Grantee that if this Agreement terminates and Grantee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Property for the costs expended by the City to remove such Improvement. OFFICIAL RECORD CITY SECRETARY `b a WORTH, TX 9. It is further understood and agreed upon between the parties hereto that the public rights -of -way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the public right -of way as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot contract away its duty and its legislative power to control the public right-of-way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, including but not being limited to underground, surface of overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose, whether prese►�tiy contemplated or not, that this Agreement shall automatically terminate. 10. Grantee understands and agrees that the granting of any encroachment hereunder is not meant to convey to Grantee any right to use or occupy properly in which a third party may have an interest, and Grantee agrees that it will obtain all necessary permission before occupying such property. k �'ri�t�►�i- r�ECORD 5 CITY gECRETARX FT, WORTH, TX 11. Grantee agrees to comply fully with all applicable federal, state and local taws, statutes, ordinances, codes or regulations in connection with the constructionI operation and maintenance of said Improvement, encroachment and uses. 12. Grantee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. 13. Grantee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of City and Grantee s hail have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respondeat superior shall not apply as between City and Grantee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Grantee. 14. GRANTEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS i�lµi's�I�,,L REC®RD 6 CITY SECRETARY FT. WORTH, TX OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNpER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF QFFtCERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. GRANTEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR TRESPASSERS. 15. While this Agreement is in effect, Grantee agrees to furnish City with a Certificate of Insurance, naming City as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use and occupancy of public property as located and I, � ®FFICIAL REDORD CITY SECRETARY FT. WORTH, TX described in Exhibit "A". The amounts of such insurance shall be not less than the following: W I,VV!!,llVll ouOoe�ai 9iabitity with the understanding of and agreement by Grantee that such insurance amounts shall be revised upward at City's option and that Grantee shall so revise such amounts immediately following notice to Grantee of such requirement. Such insurance policy shall provide that it cannot be canceled or amended without at least ten (10) days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as attached as Exhibit "B". Grantee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Grantee agrees, binds and obligates itself, its successors and assigns, to maintain ai �d keep in force si.iil i pubilC Itabilliy insUr ante at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required herein shall include coverage of all Grantee's contractors. 16. Grantee agrees to deposit with the City when this Agreement is executed a suffc"ient sum of money to be used to pay necessary fees to record this Consent Agreement in its entirety in the deed records of Tarrant County, Texas: After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas 17. E3 ®FFIGI�I_ R�GfJRD CITY SECRETAR1r FT, WORTH, TX In any action brought by the City for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorneys fees. TS. Grantee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the prior written approval of the City Manager or designee. Any attempted assignment without prior written approval will be void. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED IN PARAGRAPI# 8 SI#ALL SURVIVE TIDE TERMINATION OF THIS AGREEMENT. 20. This Agreement shall be binding upon the parties hereto, their successors and assigns. E OFFICir��. ;SEC®RD CITY SECRETARY FT. WORTH, TX EXECUTED this �I3�-daY of + , 200 City City of Fort Worth Fernando Costa, Assistant City Manager ATTEST: ConotoraCL' J4tt hb 1za iox AI, �LEAt d, (C . '> 4'" NO" Grantee r3 &," L.N� to 'S (yMp'M , (l'1L Name: G . le . 4huN N. " Title: Approved As To Form And t_egatity �o FT. WORTH, TX STATE OF TEXAS § COUNTY OF TPARR ANT § BEFORE ME, the undersigned authority, a Notary Public in Cl" for the State Of Texas, on this day personally appeared Fernando Costa, known I to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. GIVEN UNDER MY LAND AND SEAL OF OFFICE this day of ,2004. `� PL HEITIE LANE 6 " MY COMMISSION EXPIRES July26, 2011 Notar Public in and for the State of Texas OFFiCI�rL RECORD >->� CITY SECRETARY FT. WORTH, TX STATE OF TEAAS § COUNTY OF TARRRNT § BEFORE ME, the undersigned authority, a Notary Public in and fior the State of Texas, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to rite that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of Zj4-0% and in the capacity therein stated. LIVEN UNDER MY HRND AND SEAL OF OFFfCE this day of 20 D&. DONNA L. NOBLES MY COMMISSION EXPIRES May 18, 2009 Notary Public in and for the State of Texas ®FFICiAL RECORD CITY SECRETARY FT. {NORTH, TX 12 according showing all of Lot of a or 9 of Cabinet B Slide 250 according to the plat thereof recorded in Cabinet B l of Lots of the In Records of Tarrant of lA County, a Teen, and eH of Lots 1 t Block 4 fa Block SI and all of Lot t end a portion of Lot 2 In Block 3 of HIRSEiFTar ADDCoun to the City of Fort Worth, Tarrant County, 7eme. We marked or referenced the earners an shown hereon. The visible conditions Wong the Lot lines are as ahown hereon. The location of the improvements relative to the Lot lines is as shown hereon. Surveyed on the ground Jane 3, 2008, Brookes Baker Surveyors E �uFs' we�Mrc «�• ue vm-�+.ma m,� u. i xta f� w`f•s �iru,r •,.._, err _,rr Id PARCEL N0. 2 � PARCEL �" a j` / 21,497 square feet 1,OSD aquo-a � CEL 1f l � j of u+ a.oat 3 feat. INtSinElo Aoaaw I.a CAnrcpa s 2w3 WO .aTCL / rem '3 �? . T 2 r ar Wl"" / sm�wasor I i r I' I I r i ------------ W. IOTR STREET tte. a•r •q •s � CF+� r 0� PARCEL N0. 4 21t706 WMA r D 0 A Client#: 68888 180GDENK ACOREIi., CERTIFICATE OF LIABILITY INSURANCE 07701108D"Y"') PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Wortham Insurance & Risk Mgt ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1600 West Seventh Street HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Fort Worth, TX 76102-2505 817 336-3030 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Travelers Lloyds Insurance Company 41262 Ogden K. Shannon 111 INSURER B: Travelers Indemnity Company of CT 25682 813 Company, LTD.; 307 West 7th Street INSURER C: Suite 1724 INSURER D: Fort Worth, TX 76102 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE MM/DD POLICY EXPIRATIONDATE DATE MWDD/YY LIMITS A GENERAL LIABILITY ILPACP6621B341TLCO 01/24/08 01/24/09 EACH OCCURRENCE $1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED P EMIS S Ea occurrence) $300 000 CLAIMS MADE ® OCCUR MED EXP (Any one person) $5 000 PERSONAL & ADV INJURY $1 000 000 GENERAL AGGREGATE $2 000 000 PRODUCTS-COMP/OPAGG $2 00O 000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY JERCOT- LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea amWent) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ HIRED AUTOS NOWOWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESS/UMBRELLALIABILITY ISMCUP113IY237TCTO 01/24/08 01/24/09 EACH OCCURRENCE $10000000 OCCUR F1 CLAIMS MADE AGGREGATE $10 000 000 HDEDUCTIBLE $ $ X RETENTION $ 10000 B WORKERS COMPENSATION AND IEUB8821811308 01/24/08 01/24/09 TWOSLTATUIMIT DER EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE E.L. EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEEI $500,000 If s, describe uer SPEC AL PROVISIONS below E.L. DISEASE - POLICY LIMIT $5009000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS OFFICIAL RECORD CITY SECRETARY HOLDER City of Fort , Worth 1000 Throckmorton Fort WorthTX 76102 BELOWLLATION SEE BELOW$PAGE 2 q m' ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL iE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVE ACORD 25 (2001I08) 1 of 2 #545750/M45749 18KMA ®ACORD CORPORATION 1988 r€ C F 07 ei S i Y I"ia: AL RECORD )? sn RE 1"ARY Epp TAX Page 1 of 2 Schroeder, David From: Paul Johnson [PJohnson@shannongracey.com] Sent: Tuesday, August 05, 2008 9:56 AM To: Schroeder, David; CHARLES ROGERS Cc: Timi Hazle Subject: RE: Encroachment Agreements Attachments: 813 Co. - Cert of Ltd. Partnership.pdf; 800's Company -Amended Articles of Inc.pdf; Correction of Certificate of LP.pdf Charles and David, I think the attached documents show the 800's Company, Inc. as the general partner of 813 Company, Ltd. You'll see an initial filing with the CW Rogers Company as general partner and a subsequent filing to change it to be the 800's Company. I've also clipped an amendment of the articles of incorporation of the 800's Company to show that its purpose is to be the general partner of the 813 Company, Ltd. Please let me know if you need anything else. Pau1J.Johnson Shannon, Gracey, Ratliff &Miller, L.L.P. 817.299.2842 SHANNON�RA�EY SN�1NhUN, GKhL'Fi1", RrV L1FH & \�tiLLIK, Ll_Y The information contained in this e-mail message is intended only fm• the personal and confidential use of the recipients) named above. This message may be an attorney -client conmiunication and/or work product and as such is privIleged and confidential If the reader of this message is not the intended recipient or an agent responsible for delivering it to the intended recipient, you are hereby notified that you have received this document in error and that any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this conmtunicafion in error, please notify us immediately by e-mail, and delete the original message. IILS Circular 230 Required Notice --IRS regulations require that we inform you as follows: Any U.S. federal tax advice contained in this conmiunication (including any attachments) is not intended to be used and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or reconunending to another party any transaction or tax -related matter. From: Schroeder, David [mailto:David.Schroeder@fortworthgov.org] Sent: Monday, August 04, 2008 12:47 PM To: 'CHARLES ROGERS' Subject: RE: Encroachment Agreements Charles, need two more copies. It was the articles of incorporation that were included with the bridge encroachment that were questioned by legal for the below mentioned reasons. David Schroeder Development Project Coordinator City of Fort Worth Planning &Development Dept. 1000 Throckmorton Fort Worth, Texas 76102 817.392.2239 08/06/2008 iT iS HEREBY CERTIF�;D that the attached is/are trae and correct copies of the following described docunient(s) on rile in this office: CERTiFIC�TE OF LIMITED PART?IERSI-iiP DECEVIBER �3, 1996 IN TESTI'�'�IQN�-' 'f%VIIEREQF, I have hereunto signed my Warne officially and caused to be impressed hereon the Seal of State at my office in the City of Austin, on May 7, 1999. Elton Bother Pit Secretary of State ~` ..tuft:` CERTIFICATE 4F LIMITED PARTNERSHIP Cl►F 813 COI�IPANY, LTD. The undersigned General Partner, desiring to form a limited partnership (.the "Partnership"), pursuant to Section 2.01 of the Texas Revised Limited Partnership Act ("the Act"), hereby duly executes this Certificate of Limited Partnership, to be effective as of the date of filing with the Secretary of State. 1. The name of the Partnership is 813 COMPA��'Y, LTD.. - 2. The address of the Registered Office of the Partnership is 411 West 7th Street, Suite 1015, Fort Worth, Texas 76102, and the name of the registered agent whose business office address will be the same as the registered office address is Ogden K. Shannon, 111. 3. The address of the principal office of the Partnership in the United States where its partnership records are to be kept or made available under Section 1.07 of the Act is 411 West 7th Street, Suite 1015, Fort Worth, Texas 76102. 4. The name and street address of the business or residence of each general partner of the Partnership is as follows: C.W. Rogers Company 411 West 7th Street, Suite 1015 Fort Worth, Texas 76102 CERTIFICATE OF LIMITED PARTNERSHIP OF 813 COMPANY, LTD., PAGE 1 SIGNED on this the ?3rd day of December, 1996, Bv: GENERAL PARTNER C. W. Rogers Company r tkWZ4<l Marilyn S. Hershman, a5 the duly appointed Attorney -in -Fact of the Genera[ Partner CERTIFICATE 4F LI�vTITED PARTNERSHIP 4F 8l3 COMPANY, LTD., PAGE 2 Corporations Section 3 P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State October 02, 2002 Lawyers Aid Service 408 W. l7th, Ste. 101 Austin, TX 78701 USA RE: 800'S COMPANY, 1NC. File Number: 142727500 Gwyn Shea Secretary of State It has been our pleasure to file the articles of amendment fox the referenced entity. Enclosed is the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter. If we may be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) 463-5555 Enclosure Come visi# us on the Internet at http;(iwww.sos.state.tx.us/ PHONE(512) 463-SSSS FAX(512) q63-5709 Prepares! by: Katy F31aylock TT'Y7-1-1 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF AMENNM VIENT OF $00'S COMPANY, INC. 142727500 Gwyn Shea Secretary of State The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of amendment for the above named entity have been received in this office and have been found to conform to law. ACCORDINGLY the undersigned, as Secretary of Slate, and by virtue of the authority vested in the Secretary by law hereby issues this Certificate of Amendment. Dated: I0101/2002 Effective: 10/01 /2002 J Gwyn Shea Secretary of State Come visit us on the Internet at http:l,%www,sos.state.tx,us/ PHONF.(512) 463-5555 FAX(512) 463-5709 Prepared by: iCaty r33aylock TT'Y7-1-1 FIJUZU In the Office of the Secretary of State of Texas A TICLES OF AMENDMMT TO ARTICLES OFINCORPORATION CW ULI Q 12002 :•i i • it �� - or orations Section n=idv=r to its articles of icoxPoration pursu*int to ft Te-us Business Corporation Act an. 1' �.. ?he namr of the cotrporatic�n is 13t1a's Cotstpany, Inc. + op i%AIKIA ♦• . •t U tJLWA7=•cam• r— !1 3. Article Three at the Articles of Intorporatian wu ticleted icy Its entirety arbd replaced by the following: The Corporation's business and purpose shah consist solely of the following: Land (described i' • t the 1 er1Agroment) in Tarrant Couaty� Texas,, Lequiring leases with respect io the Additional rwing 30me or all of tho rnprovenients to the Additioxial Land, construc an additional parking guage Ung the "AddidoaW Project') on the Additional lAnd, and own' holding. selling, iv) emcring into interim constiuction financing and Im tem finawing with expeot to theAdditionalProject;activitiesaxe necessary, icidera4AI or appmpriiito in comiection with the foregoing pursuant to and in ccordanec with diese Anicles of Inc-orpomton, + Pammship • (b) to engage in such other lawful activities permitterd to corporations by the Te�u►s k3usiness Corporation Act as are tncidtntal, rucessary ar appmpriatx to the foregoing. 4. Article Nine of the Articles of Incorporation wits deletedsn its entirety and zepiac ed by the following: ARTtCX.� NINE As used hazein, the farm "Aft'rliate" shall have the definition as9#geed to it iw Appendix 1, attached hereto and incorporated in #itli hereiri II:i of law dw otherwise so =Powers the Corporation, as long as any bligation secured by the MorWgc remains ouWanding and not disebarged in xll�, the Corporadon shall not and shall not peront the Pamejs*', without the nan=ous consent of the Bodrd of Dizectors of the Corporation to take any ankruptcy Action, as defined in a4ppendix I incur any inC#ebtednass or assu+xre or guaranty any indebtedness of airy other entity, ot]rer tbari tha Mortgage and indebtedness amitted therein, the other indebtedness doscxibod in Article Throe above, amounts necessary for the acquisition and development of the Additional Project (so long as all purchase money for tor. Additional Land is paid in inc=dlately availablo fonds at the closing), the amounts to be paid under Section 16.3 of tho Partnership Agreement and normal trade accounts Payable in the ordinary course of business which rite related to tlrc purposes set forth in Article Three above; (iii) cause or permit the I'amaership to incur any indebtedness or to assume or guaranty any indebtedness of any other entity, other than the ARTICLES 4F A1t+�NI?:1iEh"Y' TO ARTICLES Ci" INCORPARATX4N Page 2 Mortgage and indebtedness permitted therein, the other indebtedness described in Article Three above, amount9 necessary for the acquisitiou and develoPment of the Additional Project (so ioiW as all pur+chesc mmey fax the Additional Land is paid in immediately available funds at the closing), the amounts to be paid under Section 16.3 of the Parmtrsh4 Ip Agteernent and normal trade accounts payable in the ordutary coarse of business; (iv} dissolve or liquidate, in whWt. or zn part; (v} cause or oonacnt #o the, dissolution or liquidation, in w$oIe ar in part, of the Partnership; (Vi} cor�olidaie Or tt3eTgG with or InW any orhGr eritAt�� or eotivey or transfer or lease its properly and assets substantially as an entirety to any erstiry; (vii) tsetse or pcanit-the Partuersbip to consolidate or rttet$c with ar into any other entity or to convey or transfer or (ease Its Property grad assets substantially a$ an entirety to any entity; • I! • 1 ! a • t it • as . • ! M (ix) amend Articles That, Nine or -Ten of these Articles of Incorporation of the Corporation or approve an amendment to Article 2. s�Jucle t LID, Article 12.9 or Article 15.1 of the Par7en* Agreement guv=ng the Partnership; or (d) A'atwithsta:xding any other provision of these Articles and any provision of law that atherwisa so empowers the Corporation, and as long as any obligations secured by the Mortgage remain outstanding and not paid in fullr the CotporatiOn shalt not, without the prior written consent of the holder of the ivlortgage, transfer or permit to be trans*xred say direct or indirect ownership interest in the Cosporatlon or the Partnership such liras the transferee, inclu&ng without iirr►ztation its Affiliates and Faamfsy M=bcrs (as applicable) own, is the aggregate, more than a 49% interest in the C;ogmation (or such other interest as specified in the Application or by a rating agency) unless such transfer is conditioned upon the delivery of a non-consolidatlon opinion acceptable to rho holder of the Mortgage acid to any aPplicable rating agency concerning the .�.tiTICLFS OF 4I4fEVVUMEivx' TO AA'T>iCL�,S C)F >(:�tC©itP(?R�i't3�3N Page 3 Corporation, tha Partnership; the new trans&ree(s) and/or their respective owners (as applicable), S. Article Ten of the eplaced by the fallowing: ArtiCfes of I'ncotparatioo was deleted in its entirety and r aHrxeG� r�;x The Corporation shall in tD,e corxtuct of its business and operations: (a) maintain books and records and bank accounts separate from those ofany other person or eathr,, (b) mt�iutatin its assets in such a manner that it is not costly ar W"I*Wuit to segregate, identify ar ascertain such assets and maintain its bank acc*unts separate from any other person or entity, .. Corporation, other . (d) bald itself out to crcdltors arrd the public as a Legal entity separate arrd distinct from any other enuty; .. • earn .• • . (h) conduct business in its own Warne, anti u$e separate statio�ry, invoices and checks beating its ow:a name; (i) not commingle its assets as funds with those of any other person, (}) not assume, guarantet, become obligated for, or pay the debts or obligations cif any other person; or entity} .except in aannectian with the indebtedness described in Article Three and Article IX(ii) and (W) above; (k) pay its ov►7t fiabilities and expenses out of its own funds drawn on its own bank account; AItTiCGES OF AX4VPh'DMEN'Y` �'O ARTiCT.t;s ©F INCORPOItATCON paw 4 k / not acquire obligations or socwities of its shareholders, Ow E'aiinership (other than the Corporation's I VS general partnership interest), Af ihaxe of the Corporation or the Partnership or any other partners of the Partnership; (tu} rzot hold out its credits as avai)ab)e to satisfy the obligations of aay other person or entity; (n} not pledge its assets for the bar>Cfir of any other entity or make any Ioaas or advances to any person or entity; (o) not buy or hold evidence of indebtedness issued by any other person or entity (other than cash and investr =t-grade securities); (p) correct any icttown mixttndetstandia�g reg�ing its separate identity; (q) not idontif/ itself as a division of any other pera n or entity except the Partnership; (r) Maintain adequate capital i.*t light of its contemplated business operations; and (s) maintain all requircd gwdifications to do business in the state in which the Property is located. ♦ 1 r / • • t • • 1 fr / f1411 i r• 1 .t1 1 • • r ♦ ! 1 • ♦� t i • •i • • r • t •• +! • i• • f r i t - t ♦ .. 1/ F • • 1 't • �'r •t1 i•.1. IN Vi1IrfNE,SS WHEItF.C)l , tin uuda.rsig,mcd have executed these Artielca of Atrcnt to be effective SePtiembero� 2fl02. Sto'S COMPANY, INC., By _ . dea . Shannon, Vice President In the Office c?f `h4 ` 2 7 1996 ARTICLES OF CORRECTION + t-arparatigns 5ecuar, ARTICLE ONE The name of the limited partnership is 813 Company, Ltd. ARTICLE TWO The document to be corrected is the Certificate of Limited Partnership, which was filed in the Office of the Secretary of State on December 23, 1996. ARTICLE THREE In Paragraph 4, C.W. Rogers Company was named in error as the general partner. As corrected, the inaccurate, erroneous, or defective portion of the document 40 reads as follows: 4 4. The name and street address of the business or residence of each general partner of the Partnership is as follows: 800's Company, Inc. 411 West 7th Street, Suite 1015 Fort Worth, Texas 76102" DATED this 27rd day of December, 1996. GENERAL PARTNER: 800's Company, Inc. Marilyn S. Hershman, as the duly appointed Attorney -In -Fact of the General Partner DEC-24-96 TUE 080'30 AM LAWYERS AID SERVICE • .t FAX N0, 512 474 4329 P, 02/04 Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 December 23, 1996 Off ce of the Secretary of State RE: 823 COMPANY, LTD. FILE DATE: DECEMBER 23, 1996 EF'FECTrVE DATE: DECEMBER 23, 1996 tonlo O. Garza, Jr. Secretary of State It has been our pleasure to approve and place an record your certificate of limited partnership. The appropriate evidence is attached for your files, and the original has been filed in this office. Payment of the filing fee is acknowledged by this letter. If we may be of further service, please let us know. Sincerely yours, L� kt& W40� Lorna Wassdorf Deputy Assistant Secretary Statutory Filings Division LS'W: CEB Come wit vur new home on the Internet � htr{�://www.sos.stare.tx.us/ (5121463-SSSS FAX tSl:) 463.5109 'TDD {80p} ?35-2989 DEC-24-96 TUE 08�31 Ahf LAWYERS AID SERVICE FAX N0, 512 474 4329 P, 03/04 CERTi']�`ICATE OF i'�1MI'rED PA12'TNERSHTp o>~ 813 COMPANY, LTD. to the Secrotary of tho, � °f Texas DEC 2 3 1996 FlLEp Office of Sta COrP°____ r`�'�ns Sectrort 1'he undersigned General Partner, desiring to farm a limited partnership (the "Partnership"), pursuant to Section 2.OI of the Texas Revised Limited Partnership Act ("the Act"), hereby duly executes this Cen:iiicate of Limited Partnership, to be effective as of tfie date of filing with the Secretary of State. 1. The name of the Partnership is S 13 COMPAN Y, LTD.. 2. The address of the Registered Office of the Partnership is 411 West 7th Street, Suite 10I5, Fort Worth, Texas 76102, and the name of the registered agent whose business office address will be the sarl�fe as the registered office address is Ogden K. Shannon, TIT. 3. The address of the principal off ce of the Partnership in the United States where its partnership records are to be kept or made available under Section I,07 of the Act is 411 West 7th Street, Suite 1015, Fort 't�Vorth, Texas 76IO2. 4. The name and street address of the business or residence of each general partner of the Partnership is as follows: C. W, Rogers Company �I1 West 7th Street, Suite 1015 Fort Worth, Texas 76IO2 CERTIFICATE OF LIMITED PARTNERSHIP OF 813 COMPANY, LTD., PAGE I DEC-24-96 TUE 0$'32 AM LAWYERS AID SERVICE FAX NO, 512 474 4329 SIGNED on this the 23rd day of December, 1996, GENERAL PARTNER C. W. Rogers Company Marilyn S."Hershman, as the duly appointed Attorney -in -Fact of the General Partner CERTIFICATE Ofi LIMITED PARTNERSHIP OF 813 COMPANY, LTD,, PAGE 2 P, 04/04 U� C-14-yb TUE U8 : K AM LAWYERS AID SERVICE FAX N0, 512 474 4329 P, 02/04 Corporations Section P.O. Box 13697 Auscia, Texas 78711-3697 December 23, 1996 Off ce of the Secretary of State RE: 813 COMPANY, LTD. FILE DATE: DECEMBER 23, 1996 EFFECTNE DATE: DECEMBER 23, 1996 Secretary of State FILE NCTtVIBER: 943gS-1Q . It has been our pleasure to approve and place on record your certificate of limited partnership. The appropriate evidence is attached for your files, and the original has been filed in this office. Payment of the filing fee is acknowledged by this letter. If we may be of further service, please let us know. Sincerely yours, IF UM Lorna 'V'Vassdorf Deputy Assistant Secretary Statutory Filings Division LSW: C13;3 Come visit nur new home on the Internet C� hup://�+�ww.sos.stare.tt.us/ (5i21453-3555 F� (S12} 4d3�5909 'TiiD (Sou}'?35-2985 DEC-24-96 TUE 08'31 AN LAWYERS AID SERVICE FAX N0, 512 474 4329 P, 03/04 In tFtc.Eo —`—'-- Sec etary of Statfficee of Texas DEC 231996 CorPorations Section CERTIFICATE OF LYMITED PARTNERSKW of 813 COMPANY, LTD. The undersigned General Partner, desiring to form a limited parniership (the "Partnership"), pursuant to Section 2.01 of the Texas Revised Limited Partnership Act ("the Act"), hereby duly executes this Certificate of Limited Partnership, to be effective as of the date of filling with the Secretary of State. 1. The name of the Partnership is 8I3 COMPANY, LTD.. 2. The address of the Registered Office of the Partnership is 411 West 7th Street, Suite 1015, Fort Worth, Texas 76102, and the name of the registered agent whose business office address will be the same as the registered office address is Ogden K. Shannon,l:T1'. 3. The address of the principal office of the Partnership in the United States where I partnership records are to be kept or made available under Section 1,07 of the Act is 411 West 7th Street, Suite 1015, Fort Worth, Texas 76102. 4. The name and street address of the business or residence of each general partner of the Partnership is as follows: C.W. Rogers Company 411 West 7th Street, Suite 1015 Fort Worth, Texas 76102 CERTIFICATE OF LIlVi1TED PARTNERSHtP OF 8I 3 COMPANY, LTD., PAGE 1 --- DEC-24-96 TUE 08�32 AM LAWYERS AID SERVICE FAX hIO, 512 474 4329 P,04/04 SIGNED on this the 23rd day of December, 1996. GENERAL PARTNER e.iw. Rogers Company Manlyn S.''Hershman, as the duly appointed' Attorney -in -Fact of the General Partner \TY \ .-z ,/a' \\ xc•3'/s' ,a J/"' y 1/2� az J/s' ,/,o J- _J ,/z` a-s ,/a'-s J/a - 6p �310 �nLl -IST zX, A0 m l 0 moo' F mm!;zcnan n l mil I MIR EEA mI I 31 "`n IVY II 0 OE ' ` I !I �I Ilan II II am -m 3-0 I �I °f ib �I II II II th EEEA II if o_ li II C q� zIs p Il9a _ I Is Irl ' ��.P �as( t ol / _ 1,4 �\ \{ If ��.It N_ �� All n";c § g. x En and �o-E& �d� m 3 v► x - MUSEUM PLACE BLOCK - B 1 FORT WORTH, TEXAS b Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State October 02, 2002 Lawyers Aid Service 108 W. l7th, Ste. 101 Austin, TX 78701 USA RE: 800'S COMPANY, INC. File Number: 142727500 Gwyn Shea Secretary of state It has been our pleasure to file the articles of amendment for the referenced entity. Enclosed is the certificate evidencing filing. Payment of the filing fee is acknowledged by this letter. Twe may be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) 463-5555 Enclosure Come visit us on the Internet at http://www.sos.state.tx.us/ PHOivE(512) 463-5555 FAX{5I2) 463-5709 Prepared by: Katy Blaylock TTY7- i -1 Corporations Section P.O.Box 13697 Austin; Texas 78711-3697 4fnce of the Secretary of State CERTIFICATE OF AVIENDivIENT OF 800'S COiVIPANY, .INC. 142727500 Gwyn Shea Secretary of State The undersigned, as Secretary of State of Texas, hereby certifes that the attached Articles of amendment for the above named entity have been received in this office and have been found to conform to Iaw. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law hereby issues this Certificate of Amendment. Dated: 10/01i2002 Effective: 10/01 /2002 Come visit us on the Internet at http:/./www.sos.state.ts,us/ PHOAiE(S12) 463-5555 FAX(S12) 463-5709 Prepared by: Katy }3laylock Gwyn Shea Secretary of State TTY7-1-1 N EU In the Office of the Secretary of State of Texas ♦f iili �• f is t f ♦ • : • • 1 I : {. • .ii : �i. • •• 1 i i+ 1. ThC name O� f� Co1�30Taticxri !S Bf?ti's C0177�i311y� InC. 1 : i I dTKI Corsorations Section R tr.- Ira ! • 1 • 1 • :1! i 1 : h•i S■ f !R - + : t • ■ +• ••:, n a f I f: l r. •: •r .i 1 e. i a t l F 1 't= + f t 1 1- • f♦• i l i • /• 1 a i 1 • • 1 ! ' • : � ! i�i i • t i :. MOM •1 - 1 1 i : - T If Y= 1I 1 • • i • :1 i :` 1. f / • n f .C%•w • i 7 f :•I It R 1 t it .1 r 1 :t 1 :. it F.. 1 : ► rM 1 1 • :Itl:/ • the A"tiozol Lar4t +:.1 t • 11 1 • parking the "Additional Projecre) on the Additional IAM, and ownw& Wdin& selling, Ii into InTorfm con3trwtionand long tenn finanzing with wid=W or i t • t tconnection with the• •! purstant • wd T sliv&mce with dicso Articles of Incorporation and • to • (b) to engage in such caber lawful actzvitios permitted to cotporaiiaos by the Te�►s klusiness Corporation Act as are fncidcntal, xzectssary ar appropriate to the foregoing. AR'TICL� NitVE • f t is i - i ♦ • : r♦ ' k ♦ V =:+n. i /i • Y• i i • • 1 \ • � • i 1• • ♦ i ♦ 1 i ♦ • t • • ! ' • All ♦ • U! k • ♦ :kt • :..• gate 0 ML the r ♦i -- iT shiLU% *Wj not Pw liA the \i - Nf i to i♦ any of the Ih folloWin without tho Prior written Oonsmt of the holder of thC i '♦_ • - 1 • •}+- • 1 f fi�1 • •J t 1 ! • t 1 . • 1 } A �t t •i ! incur any 3ndebtecines3 or assume or guaranty any indebtedness of any other entity, other titan the Mortgage snd iriciebtedrzzss permitted thereir4 the other indebtedness described in Article Three above, amounts ncoessaty for the acquisition and devcloprnmt of the Additional Project (so long ss ell purchase money for th. Additional rand is Paid in immediately available funds at the closing), the amounts to be paid under Section 16.3 of the parh*rship Agreenient and normal trade accounts Payable in the ordinary coarse of business which ere related to the p i"ses set forth in Article Th=c above; (iii) cause or permit the Partnership to incur bay indebtedness or to assume yr guaranty say indebtedness of eery other enfsty, ocher than the ARTICLES OF AM�Nll!1fEn"�' 20 AR`t'ICLIwo of nvCox>�oRAzzON Page 2 I I i ♦ • 1 I • 1 i 1 Additionali .: • ii"IMOdWoly available ftids at the tbx amounts to be paid under Sectim 163 of the Partnerab&Ip t :l and normal • trade i ! is • 1 the orftwyCoumof iiv) dissotwe ar liquidate, in whole or%u pert; (v) cause or con4ani to tho dissaluaan as ligttidatiV14 in whole ox in part, o€the F utwah{pa (vi}• caruolidate or tncrge with or inw any at8tr entity or cOnvcy rsr transfer or tease its property and assata substantially as an cntkay to sxxy entity; (�i} causa �' pew the PattaersLip to consolidate or merge with ar into any' other entity or to "covey of ttanoer ox lease its property and assets substantially as as entirety to gay earity; 1 .: 1 • i •i ./ �� I w ! I • I • •i.: • 1 : i (ix} amend Articles Tlurc, Nina or -'.Can of tj1CgC Articles of Incorporation of iltc Corporation or appxove an amendment to Article 2. r sticlr 11.10, Article 12.9 or Article 15.1 of the Partners* Agreemeor $uvcraing the Partnership; or h-1 (d3 A�atwithstanding any other provision of thaw Articles and any provision of taw that otherwise so ernpowe rs the Corportttioni and as tong as any obligations secured by LhLe Mortgage renwin outstanding Wd not paid in fu% the Corporation shall not, without the prior mitten consent of the holder of the MOrtgagC, transfer Or permit: to be trans&rred any direct or k4iraci ownarshlp interest in the Corporation or the Partnership such that the transferee, including without limitation its Affiliatrs and Family Members (as applicable) own,, in the aggrdgete, more than a 49% irJarest in the Corporation (or such other interest as spockned in the Application or by a rating agency) unless such transfer is conditioned upon the delivery of a nor, -consolidation opinion acceptable to the holder of the Mortgage and to any applicable rating agency concerning the Corporation, the Psrtucxship, the new transferct{s) and/or their n+spcctive owners (as applicable). S. Article Teri of the Articles of Jocotporatiorr was deleted in its a tkety and replaced by the following: aizr><CLI�: rtx The Corporation sltaJi in tha eorrduct of its business and operations: {a) maintain books and records and bank accounts separate from those of any other person or entity; {b) uaintain its assets in. snob a manner that it 7a not costly ar diffzcuh to segregate, identify or ascertain such assets and maintain its bank aeeowrts separate from any other person or entity; xporate formalities; (d) bald itself out to creditors and the public as a Legal entity separate and distinct from any other entity; • :a ..: 1 • . I = i• 1 It - :�• , 1 f 1: �• ..i 1 (h) conduct business in its awn Warne, ancJ use separate ststioneay, invoices and checks bearing its oc name; (I} not commingle its assets or funds with those ofany other person; C�) not assume, gusrantft, become obligated for, or pay the debCs or obligeSons cif any other pc;son or cnlity, .except fn oonnectioti with the indebtedness described in Article 1 hree and Article IX(ii) and (ju) above; {lc) pay its ov+n liabilities and expattsea out of its awns funds drawn on its own bank account; AIZTi*CLES t?F AMF,lYD1V1EIyi' TO ARTICLES OF INC4RPt71tATiQN Page a k / not acquire obligations or securities of its sharaholdars, thA F'artnarship (other than the Corporation's 1 Yo gerrxral partnrrehip it u=st), Afiiliattr of the Corporation or the Partnership or any other partners of the Partnership; (na) nor hold out its credits as available to satisfy the abligauotts of airy other person or entity; {n} not pledge its assets for the bznefit of arty other entity ar make any loans or advances to any person or entity; (o} not buy or hold evidence of indebtedness issaed >ay arty other person or entity (other than cash and invrstment-grade scourii3es); (p} correct any known mistrttderstandittg regarding its separate identity; (q) not idendfj itself ss a division of any other person or entity except t it Partnerships (r) maintain adequate capital in light of its contemplated buslnrss aperatiorns; ewd (s) maintain all required qualifications to do business in the state in which the Proparty is located. • r • i ! • i : / • ► Ir f f i i V• 1 .f/ i w i itr i t / ) •. ! i i1 JIMA To Le IN WITNESS W1tIF,itF.Ul", tltc unda.�signal have executed rheas Articles of Arrendtncnt W be effective 5eptetnbero� 2t)©2. 8001S COMPANY, INC., BY C«•ihn� s den K. Shannon, Vice President BYLAWS OF 804'5 COMPAN�'Y INC. A Texas Corporation ARTICLE I OFFICES Section 1. REGISTERED OFFICE AND AGENT. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation with the Office of the Secretary of State of the State of Texas. Section Z. OTHER Ol?FICES. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require or as may be desirable. ARTICLE II SHAREHOLDERS Section 1. MEETINGS. All meetings of shareholders for any purpose shall 6e held at such times and places, within or without the State of Texas, as shall be stated in the notices of the meetings or in executed waivers of notice thereof. Section 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held at the principal office of the Corporation, or at such other place as the President, or the Vice -President in the absence of the President, may designate, on the last Monday of the month following the month in which the Corporation's fiscal year ends, at 10:00 a.m., at which meeting directors shall be elected for the next year and such other business transacted as may property come before said meeting. Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes, may be caIled at any time by the President, Vice President, Board of Directors or one or more shareholders holding of least ten (10%) percent of all shares of stock entitled to vote at such meeting. Only business within the purpose or purposes described in the notice required by Section 5 of this Article may be conducted at a special meeting of the shareholders. Section 4. FIXING RECORD DATE. Only persons in whose names shares stand on the share transfer records of the Carporation thirty (30) days before any meeting of the shareholders shall be entitled to notice of or to vote at such meeting. Only persons in whose names shares stand on the share transfer records of the Corporation thirty (30) days before the adoption by the Board of Directors of a resolution authorizing a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend shall be entitled to receive that distribution or share dividend. ... SYI AVF'S t)F 840'S COMPANY INC. PAGE 1 Whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall neither precede nor be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors; provided, however, that the Board of Directors may not so fix a record date if a record date shall have previously been fixed or determined pursuant to the provisions of this paragraph below. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by the Texas Business Corporation Act, the record elate for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the President or the principal executive officer of the Corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is aquired by the Texas Business Corporation Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action. Section 5. NOTICE OF SHAREHOLDERS' MEETINGS. Written or printed notice stating the place, day and hour of each meeting of shareholders, and in the case of a special meeting (or if otherwise required by law), the purpose or purposes for which it is called, shall be delivered (unless otherwise required by law) not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. Any notice required to be given to any shareholder, under any provision of the Texas Business Corporation Act, or the Articles of Incorporation of this Corporation or these Bylaws, need not he given to the shareholder if (i) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any or (ii) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a twelve-month period., have been mailed to that person, addressed at his address as shown on the records of the Corporation, and have been returned undeliverable. If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated. Section 6. VOTING LIST. The officer or agent who has charge of the stuck transfer books for shares shall make, at least tan (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each shareholder and the number of shares held by each shareholder. Such Iist shall be kept on file at the registered office or the principal place of business of the Corporation and shall be subject to the inspection of any shareholder during usual business hours, for a period of at least ten (10) days prior to the meeting. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders. av�,Aws ol< soa�s coMr�ni�v. Ihc. PAo� a Section 7. VOTING SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except (i) to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or (ii) as otherwise provided by law. 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 the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote or (b) unless expressly prohibited by the articles of incorporation (in general or with respect to a specified class or series of shares or group of classes or series of shares) to cumulate the shareholder's votes by giving one candidate as may votes as the number of such directors multiplied by the shareholder's shares shall equal, or by distributing such votes on the same principle among any number of such candidates; provided, however, the shareholder who intends to cumulate the shareholder's votes as herein authorized shall first have given written notice of such intention to the Secretary of the corporation on or before the date preceding the election at which such shareholder intends to cumulate the shareholder's votes. All shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives the written notice provided for herein. At any meeting of shareholders, a shareholder having the right to vote may vote either in person or by proxy executed in writing by the shareholder. A telegram, telex, cablegram, or similar transmission by the shareholder, or photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Any vote may be taken by voice or show of hands unless a shareholder entitled to vote, either in person or by proxy, objects, in which use written ballots shall be used. Treasury shares, shares of the Corporation's own stock owned by another corporation (the majority of the voting stock of which is owned or controlled by the Corporation) and shares of the Corporation's own stock held by the Corporation in a fiduciary capacity shall not be voted (directly or indirectly) at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. Section $. QUORUM. The holders of a majority of the shares issued and outstanding and entitled to be voted, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of shareholders except as otherwise provided by law or by the Articles of Incorporation. If a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting, except as may otherwise be provided by the Articles of Incorporation or by these Bylaws. If, however, a quorum shalt not be present or represented at a meeting of the shareholders, the BYLAWS OF 800'$ COMPANY, iNC. PAGE 3 holders of a majority of the shares represented in person or by proxy and entitled to vote shall have the power, unless otherwise provided in the Articles of Incorporation or these Bylaws, to adjourn the meeting from time to time and to such place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as prigmally called. Section 9. MAJORITY/PLURALITY VOTI=�. When a quorum is present at any meeting of shareholders, the act of the shareholders relative to any matter (except the election of directors, see paragraph below, and except in cases where a different vote is required by express provision of law, the Articles of Incorporation or these Bylaws, in which cases such express provision shall govern and control the decision of such matters) shall be decided by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at the meeting. llirectors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the Articles of Incorporation or these Bylaws. Section 10. ACTION BY SHAREHOLDERS WITHOUT MEETING. Any action required to be taken at an annual or special meeting of shareholders of the Corporation, or any action which may be taken at an annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of the shareholders. The consent may be in more than one counterpart so long as each shareholder signs one of the counterparts. Section 11. TELEPHONIC MEETING. Unless otherwise restricted by the Articles of Incorporation, subject to the provisions required or permitted by law and these Bylaws far notice of meetings, shareholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE III DIRECTORS Section I. BOARD OP iIRECTORS. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors who may exercise all such powers of the Corporation and do all such Iawful acts and things as are not by law, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. In the discharge of any duty imposed or power conferred upon a Director of the Corporation, including as a member of a committee, the Director may in gaol faith and ordinary care rely upon the statements, valuations or information referred to in Article 2.38-3 of the Texas Business Corporation Act or upon other information, opinions, reports, or statements, including financial statements and other BYLAWS OF $00'S COMPANY INC. PAGE 4 financial data, concerning the Corporation or another person, that were prepared or presented by (i) one or more officers or employees of the Corporation, (ii) legal counsel, public accountants, investment bankers, or other persons as to matters the Director reasonably believes are within the person's professional or expert competence, or (iii) a committee of the Board of Directors of which the Director is not a member. A Director is not relying in good faith within the meaning of the preceding sentence if the Director has knowledge concerning the matter in question that makes reliance otherwise permitted by the above sentence unwarranted. Section 2. NUMBER OF DIRECTORS; .ELECTION; TERM; _QUALIFICA"I'IO?�'. The initial Board of Directors shah consist of the number of Directors named in the Articles of Incorporation. Thereafter, the number of Directors to be elected shall be fixed and determined by resolution adopted by the Board of Directors from time to time or by the shareholders at the annual meeting. The number of Directors may be increased or decreased from time to time as provided in these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. The Directors shall be elected in accordance with the provisions of Sections 7 and 9 of Article II of these Bylaws at each annual meeting of the shareholders by the holders of shares entitled to vote in the election of Directors, except as provided in Section 3 of this Article III, and each Director elected shall hold office until the next succeeding annual meeting of shareholders and until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Directors need not be residents of the State of Texas nor shareholders of the Corporation. _..... Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies occurring on the Board of Directors may be tilled by election at an annual or special meeting of shareholders called for that purpose, or by a majority of the remaining Directors, though less than a quorum. A Director elected to till the vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of any increase in the number of Directors may be filled by election at an annual or special meeting of shareholders called for that purpose, or by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the shareholders, provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders. Notwithstanding the foregoing, whenever the holders of any class or series of shares, or group of classes or series of shares, of stock of the Corporation are entitled to elect one or more Directors by the provisions of the Articles of Incorporation, any vacancies in such directorships and an_y newly created directorships of such class or series to be filled by reason of an increase in the number of such Directors may be filled by the affirmative vote of a majority of the Directors elected by such class or series, or by such group, then in office, or by a sole remaining Director so elected, or by the vote of the holders of the outstanding shares of such class or series, or of such group, and such directorships shall not in any case be filled by the vote of the remaining Directors or the holders of the outstanding shares as a whole unless otherwise provided in the Articles of Incorporation. Section 4. REMOVAL OF DIRECTORS. Except to the extent limited by law, the Articles _ of Incorporation or these Bylaws, at any meeting of shareholders called expressly for that purpose, any BYLAWS OF 800'S COMPANY, INC. PAGE 5 Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of Directors. Whenever the holders of any class or series of shares, or any group of classes or series of shares, of stock of the Corporation are entitled to elect one or more Directors by the provisions of the Articles of Incorporation, only the holders of shares of that class or series or group shall be entitled to vote for or against the removal of any Directors elected by the holders of that class or series or group. If cumulative voting is permitted and if less than the entire Board of Directors is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or if there be classes of Directors, at an election of the class of Directors of which he is a part. Section 5. MEETINGS. The Board of Directors nfthe Corp<}ration may hold meetings, both regular and special, within or without the State of Texas. Section b. FIRST MEETING. The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the annual meeting of shareholders, and at the same place, unless by the unanimous consent of the Directors, then elected and serving, such time or place shall be changed. Section 7. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held, with or without notice, at such time and place as shall from time to time be determined by the Board of Directors. Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board or by the President on not less than three {3} hours notice to each Director. Special meetings shalt be called by the Chairman of the Board, President or Secretary in like manner and on like notice at the written request of any two of the Directors. Unless otherwise required by law, the Articles of incorporation or these Bylaws, neither the business to be transacted at, nor the purpase of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 9. QUORUK MAJORITY VOTE. At aII meetings of the Board of Directors, a majority of the number of Directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws; provided, however, that if a Board of one Director shall be authorized, then one Director shall constitute a quorum and the act of that one Director shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 10. CONSENT OF DIRECTORS. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board t of Directors or of any committee thereof may be taken without a meeting if all members of the Board BYLAWS OF 800'S COMPANY INC.PAGE 6 or the committee, as the case may be, execute a written consent setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote at a meeting. The consent may be in more than one counterpart so long as each director signs one of the counterparts. Section ll. TELEPHONIC iViEETING. Unless otherwise restricted by the Articles i)f Incorporation, subjact to the provisions required or permitted by law or these Bylaws for notice of meetings, members of the Board of Directors, or any committee designated by the Board of -Directors. may participate in and hold a meeting of the Board or Directors, or such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, Participation in a meeting by such means shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Section 12. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adapted by a majority of the whole Board, from time to time designate from among the members of the Board of Directors one or more committees. Each committee shall consist of one or more members of fine Board of Directors. The Board of Directors may designate one or more of its members as alternate members of any committee, who may, subject to limitations imposed by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Except as limited by law, the Articles of Incorporation, these Bylaws or the resolution establishing such committee, each committee shall have and may exercise all of the authority of the Board of Directors `:.., as the Board of Directors may determine and specify in the respective resolutions appointing each such committee. The designation of any committee and the delegation of any authority to the committee shalt not operate to relieve the Board of Directors, or any member of the Board of Directors, of any responsibility imposed by law. A majority of all the members of any such committee may fix the time and place of its meetings, unless the Board of Directors shall otherwise provide, and meetings of any committee may beheld upon such notice, or without notice, as shall from time to time be determined by the member of any such committee. At all meetings of any committee, a majority of its members shall constitute a quorum for the transaction of business, and the act of a majority of the members present shall be the act of any such committee, unless otherwise specifically provided by law, the Articles of Incorporation, these Bylaws or the resolution establishing such committee. The Board of Directors shall have power at any time, subject as aforesaid, to change the number and members of any such committee, to till vacancies and to discharge any such committee. Section 13. COMPENSATION OF DIRECTORS. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees may be allowed like compensation for attending committee meetings. RYI,AWS OF 8Q0'S C0141PANY i>yC. PAGE 7 Section 14. RESIGNATIO �l. Any Director may resign at any time by written notice to the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at such other time as may be specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director who does not, for any reason, stand for election at any meeting of shareholders called for such purpose shall be conclusively deemed to have resigned, effective as of the date of such meeting, for all purposes, and the Corporation need not receive any written notice to evidence such resignation. ARTICLE iV v'OTICES Section 1. METHOD OF NOTICE. Whenever by law, the Articles of Incorporation, or these Bylaws, notice is required to be given to any committee member, Director, or shareholder, it shalt not be construed to mean personal notice, but any such notice may be given (i) in writing, by mail, postage prepaid, addressed to such member, Director or shareholder at his address as it appears on the records of the Corporation, or (ii) by any other method permitted by law (including, but not limited to, by telegram, telex, cablegram and, in the case of Directors, by telephone). Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by telegram, telex or cablegram shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid. Section 2. WANER OF 1vOTICE. Whenever any notice is required to be given under the provisions of law, of the Articles of incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called_ or convened. ARTICLE V OFFICERS Section 1. OFFICERS. The officers of the Corporation shaft be chosen by the Board of Directors and shaft consist of a Chairman of the Board (if the Board of Directors shall determine the election of such officer to be appropriate), a President, and a Secretary, and may consist of such other officers and agents as the Board of Directors may deem necessary, including an Assistant President, one or more Vice Presidents (and, in the case of each Vice President, with such descriptive title, if any, as the Board of Directors shall determine), a Treasurer, a Controller, and one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person. In the discharge of any duty imposed or power conferred upon an officer of the Corporation, the officer may in good faith and ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by (i) one or more other officers or employees of the Corporation including members of the Board of Directors or (ii) legal counsel, public accountants, investment bankers, or other persons as to matters the officer reasonably believes are within the person's professional or expert BYLAWS OF 8001S COMPANY INC. PAGE 8 competence. An officer is not relying in good faith within the meaning of the preceding sentence if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by the above sentence unwarranted. No officer shall execute, acknowledge, verify or countersign any instrument on behalf of the Corporation in more than one capacity, if such instrument is required by law, the Articles of Incorporation, these Bylaws or any act of the Corporation to be executed, acknowledged, verified or countersigned by two or more officers. None of the officers need be a Director or a shareholder of the Corporation. Section 2. ELECTION, Without limiting the right of the Board of Directors to choose officers of the Corporation at any time when vacancies occur or when the number of officers is increased, the Board of Directors, at its first regular meeting after each annual meeting of shareholders or as soon thereafter as conveniently practicable', shall elect the officers of the Corporation and such agents as the Board of Directors shall deem necessary or desirable. Section 3. TERM• REMOVAL• RESIGNATION• VACANCIES• COIv4PENSATION. The officers of the Corporation shall hold office until their successors are elected or appointed and qualified, or until their earlier death, resignation, retirement, disqualification or removal. Any officer or agent elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of a majority of the Board of Directors whenever, in its ,judgment, the best interests of the Corporation shall be served thereby, but any such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at such other time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Election or appointment of an officer or agent shall not of itself create contract rights. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors for the unexpired portion of the term. The compensation of all officers and agents of the Corporation shall be fixed from time to time by the Board of Directors or pursuant to its direction. No officer shall be prevented from receiving such compensation by reason of his also being a Director. Section 4. CHAIRMAN OF THE BOARD. The Chairman of the Board {if one be elected and serving) shall be the chief executive officer of the Ct}rporation. He shall have general and active management of the business of the Corporation, shall preside at all meetings of shareholders and the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall have such other authority and perform such other duties as may be prescribed by the Board of Directors by these Bylaws. Section 5. PRESIDENT. The President shall be the chief operating officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, shall have and exercise direct charge of and general supervision over the business affairs and employees of the Corporation. He shall also have such other authority and perform such other duties as may be prescribed from time to time by the Board of Directors, the Chairman of the Board or these Bylaws. The President shall, if there is no Chairman of the Board, or in the absence or disability of the Chairman of the Board, BYLAWS Of 8401S COMPANY INC PAGE 4 be the chief executive officer of the Corporation, preside at all meetings of shareholders and of the Board of Directors, and perform the duties and exercise the powers of the Chairman of the Board. Section 6. VICE PRESIDENTS. Vice Presidents shall have such authority and perform such duties as may be delegated, permitted or assigned from time to time by the President or the Board of Directors and, in the event of the absence, unavailability or disability of the President, or in the event of his inability or refusal to act, shall, in the order of their seniority, perform the duties and have the authority and exercise the powers of the President, unless otherwise determined by the Board of Directors. Section 7. CONTROLLER. If a Contrc}lter is appointed, the Controller shall have charge of the Corporation's books of account, records and auditing. Section 8. SECRETARY ANll ASSISTANT SECRETARIES. The Secretary shall have the duty of recording the proceedings of the meetings of shareholders and Board of Directors in a minute book to be kept for that purpose and shall perform all like duties for any committees_ The Secretary shall give or cause to be given notice, as required by these Bylaws or by law, of all meetings of the shareholders and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by these Bylaws or by the Board of Directors or President, under whose supervision the Secretary shall serve. The Secretary, or an Assistant Secretary, shall have safe custody of the seal of the Corporation and he, or an Assistant Secretary, when authorized and directed by the Board of Directors, shall affix the same to any instrument requiring it and when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary or of the Treasurer or an Assistant Treasurer, The Secretary also shall perform such other duties and have such other powers as may be permitted by law or as the Board of Directors or the President may from time to time prescribe or authorize. The Assistant Secretary, if any, in the order of their seniority, unless otherwise determined by the Board of Directors shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may be permitted by law or as the Board of Directors or the President may from time to time prescribe, authorize or delegate. In the absence of the Secretary or an Assistant Secretary, the minutes of all meetings of the Board of Directors and of shareholders shall be recorded by such person as shall be designated by the Board of Directors. Section 9. TREASURER AND ASSISTANT TREASURERS. If a Treasurer is designated as an officer of the Corporation by the Board of Directors, the Treasurer shall have the custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate accounts and records of receipts and disbursements and other transactions in books belonging to the Corporation and shall deposit, or see to the deposit of, all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by or under the authority of the Board of Directors. He shall: (i) endorse or cause to be endorsed in the name of the Corporation for collection the bills, notes, checks or other negotiable instruments received by the Corporation; (ii) sign or cause to be signed all checks issued by the Corporation; and (iii) pay out or cause to be paid out money as the Corporation may require, taking vouchers therefor. In addition, he shall perform such other duties as { may be permitted by law or as the Board of Directors or the President may from time to time prescribe, BYLAWS OF S00'5 COMPANY, INC PACE 10 authorize or delegate. The Board of Directors may by resolution delegate, with or without power to re - delegate, any or all of the foregoing duties of the Treasurer to other officers, employees or agents of the Corporation, and to provide that other officers, employees and agents shall have the power to sign checks, vouchers, orders or other instruments on behalf of the Corporation. The Treasurer shall render to the Board of Directors, whenever they may require it, an account of his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond of such type, character and amount as the Board of Directors may require. If a Treasurer is not designated as an officer of the Corporation, the functions of the Treasurer shall be performed by the President, the Secretary or such other officer or officers of the Corporation as shall be designated by the Board of Directors at any time or from time to time. The Assistant Treasurers, if any, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may be permitted by law or as the Board of Directors or the President may from time to time prescribe, authorize or delegate. If required by the Board of Directors, the Assistant Treasurers shall give the Corporation a bond of such type, character and amount as the Board of Directors may require. ARTICLE VI CERTIFICATES AND SHAREHOLDERS '_. Section 1. CERTIFICATES OF SHARES. The Corporation shall deliver certificates representing shares to which shareholders are entitled or the shares of the Corporation may be uncertificated shares. Certificates representing shares shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall be signed by the President or any Vice President, and by the Secretary or any Assistant Secretary or by the Treasurer (if any) or any Assistant Treasurer, and may be sealed with the seal of the Corporation or facsimile thereof. Any or all of the officer signatures upon the certificates may be facsimiles. If any officer or officers who have signed or whose facsimile signature or signatures have been used in any such certificate or certificates cease to be such officer or officers of the Corporation before said certificate or certificates shall have been issued, such certificate or certificates may nevertheless be issued by the Corporation with the same effect as though the person or persons who signed such certificates or whose facsimile signature or signatures shall have been used thereon had been such officer or officers at the date of its issuance. Certificates for shares shall be in such form as shall be in conformity to law and as may be prescribed from time to time by the Board of Directors. In the event the Corporation is authorized to issue shares of more than one class or series, each certificate representing shares issued by the Corporation (i) shall conspicuously set forth on the face or back of the certificate a full statement of all the designations, preferences, limitations and relative rights of the shares of each class or series to the extent they have been fixed and determined and the authority of the Board of Directors to fix and determine the designations, preferences, limitations, and relative rights of subsequent series or (ii) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the Articles of Incorporation on file in the office of the Secretary of State of the State of Texas and (b) the Corporation will furnish a copy of such statement to the record holder i of the certificate without charge on written request to the Corporation at its principal place of business BYLAWS OF $00'S COMPANY INC. !'ACE 11 or registered office. Each certificate representing shares #slued by the Corporation (i) shaiI onspicuously set forth on the face or back of the certificate a full statement of the limitation or denial of preemptive rights contained in the Articles of Incorporation or (ii) shall conspicuously state on the face or back of the certificate that (a) such a statement is set forth in the Articles of Incorporation on file in the office of the Secretary of State of the State of Texas and (b) the Corporation will furnish a copy of such statement to the record holder of the certificate without charge on request to the Corporation at its principal place of business or registered office. All certificates surrendered to the Corporation for transfer shall be ry canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the cases of a lost, stolen, destroyed or mutilated certificate a new one may be issued therefor pursuant to the provisions of Section 4 of this Article Vt. Certificates shall not be issued representing fractional shares of stock. Section 2. TRANSFER OF SHARES. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares of stock or other securities of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and otherwise meeting all legal requirements for transfer, a new certificate shall be issued to the person entitled thereto and the old certificate canceled and the transaction recorded upon the books of the Corporation. Transfers of shares or other securities shall be made only on the books of the Corporation by the registered holder thereof, or by such holder's attorney thereunto authorizes] by power of attorney and tiled with the Secretary of the Corporation or the transfer agent, `., Section 3. REGISTERED SHAREHOLDERS. The Cvrpvration shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive distributions or share dividends, to vote, to receive notifications, and otherwise exercise all the rights and powers of an owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law, Section 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporativn alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of shares to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient and may require such sureties, assurances or indemnities as it deems adequate to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. Section 5. RIGHT OF FIRST REFUSAL. No shareholder in this Corporation shall sell or otherwise transfer his stack without first offering the same to the Corporation upon the same terms that he is in good faith offered therefor by any third person, and the Corporation shall have ten (10) days within which to indicate its acceptance or rejection of said offer. No transfer of stock in this Corporation by any shareholder to other than the Corporation shall be recognized or permitted unless the transfer follows a refusal or failure of the Corporation as above set forth to purchase said stock. r' Section 6. SHAREHOLDERS' AGREEMENT. In the event there exists at any time a $YLAws of soo°s coMrnnrvY, INC. YAGi; 12 binding Purchase and Sell Agreement, Employment Agreement, Stock Redemption Agreement, Stock Option Agreement, or any other stock transfer agreement (by and among the Corporation and any of its shareholders, and/or by and among a majority in interest of the shareholders themselves) affecting the disposition of any or all of the stock of the Corporation, then while said Agreement is in existence and to the extent said Agreement shall in any way conflict or be inconsistent with the Corporation's right of first refusal as hereinabove set forth in Section 5 of this Article, the provisions of said Agreement shall control and take precedence over that section. ARTICLE VII INDEMNIFICATION• INSURANCE Section 1. EXTENT OF INDEMNIFICATION. The Corporation shall indemnify and advance expenses to any person who (1) is or was a Director, officer, employee, or agent of the Corporation or (H) serves or has served at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification to a director under the Texas Business Corporation Act; notwithstanding the foregoing, however, the Corporation may indemnify and advance expenses to an officer, employee or agent, or any person who is identified in (ii) of the first clause of this Article VII and who is not a Director to such further extent, consistent with law, as may be provided by the Corporation's Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or by contract, or as otherwise permitted or required by common law. � Section 2. INSURANCE. The Corporation may purchase and maintain insurance or make other arrangements, at its expense, to protect itself and any such Director, officer, employee, agent or person as specified in Section I of this Article VII, against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify him against such expense, liability or loss under the Texas Business Corporation Act. ARTICLE VIII GENERAL PROVISIONS Section I . DISTRIBUTIONS AND SHARE DIVIDENDS. Subject to the provisions of the Articles of Incorporation relating thereto, if any, and the restrictions imposed by applicable law, distributions and/or share dividends on the Corporation's outstanding shares may be declared from time to time by the Board of Directors, in its discretion, at any regular or special meeting, pursuant to law. Section 2. RESERVES. Before payment of any distribution or share dividend, the Board of Directors by resolution from time to time, in their absolute discretion, may create a reserve or reserves out of the Corporation's surplus, or designate or allocate any part or all of such surplus in any manner for any proper purpose, including, without limitation, a reserve or reserves for meeting contingencies, equalizing dividends, repairing or maintaining any property of the Corporation, or for such other purpose as the Directors deem beneficial to the interests of the Corporation, and the Board of Directors may modify or abolish any such reserve, designation or allocation in the manner in which it was created. Section 3. CONTRACTS. Subject to the provisions of Article V, the Board of Directors may authorize any officer, officers, agent or agents to enter into any contract ar agreement of any nature BYLAWS OF 800'$ COMPANY, INC. PAGE 13 whatsoever, including, without limitation, any contract, deed, bond, mortgage, guaranty, deed of trust, security agreement, pledge agreement, act of pledge, collateral mortgage, collateral chattel mortgage or any other document or instrument of any nature whatsoever, and to execute and deliver any such contract, agreement, document or other instrument of any nature whatsoever for and in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 4. ANNUAL STATEMENT. On request, the Board of Directors shall present at each annual meeting, and at any special meeting of the !,hareholders, a full and clear statement of the business and condition of the Corporation. Section 5. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Section b. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and each committee of its Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that has been presented to the Corporation for registration of transfer. Such original issuance and transfer records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class or series of shares held by each. Any books, records, minutes and share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. Section 7. CHECKS. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section $. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. Section 9. SEAL. The corporate seal shall be in such form as may be prescribed by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Section 10. SHARES. In addition to any restrictions agreed upon pursuant to a shareholder agreement, all share certificates shall bear the following restrictive Iegend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR UNDER ANY APPLICABLE STATE LAW, THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED WITHOUT EITHER (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER APPLICABLE STATE LAW, OR (2) AN OPINION SATISFACTORY TO THE CORPORATION THAT THESE SHARES ARE EXEMPT FROM SUCH REGISTRATION. THE SALE, TRANSFER, OR ENCUMBRANCE OF THE SHARES EVIDENCED BY BYLAWS OF 800'S COMPANY, INC, PAGE 14 THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SET FORTH IN DETAIL IN THE BY-LAWS OF THE CORPORATION ON FILE AND AVAILABLE UPON WRITTEN REQUEST WITHOUT CHARGE IN THE OFFICE OF THE CORPORATION. ARTICLE IX BYLAWS Section T. AMENDMENT ALTERATION AND REPEAL OF BYLAWS. The power to alter, amend, or repeal these Bylaws or adopt new Bylaws, subject to repeal or change by action, of the shareholders, shall be vested in the Board of Directors unless reserved to the shareholders by law or the Articles of Incorporation. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted, subject to repeal or change by action of the shareholders, at any regular or special meeting of the Board of Directors, without prior notice, by resolution adopted thereat. Section 2. CONSTRUCTION. Whenever the context so requires, the masculine shah include the feminine and neuter, and the singular shall include the plural, and the converse. If any portion of these Bylaws shalt be invalid or inoperative, then, so far is reasonable and possible: (a} The remainder of these Bylaws shall be considered valid and operative, and (b) Effect shall be given to the intent manifested by the portion held invalid or f` inoperative. Section 3. HEADINGS. The headings are for organization, convenience and clarity. In interpreting these Bylaws, the headings shall be subordinated in importance to the other written material. I, the undersigned, being the Secretary of the Corporation DO HEREBY CERTIFY THAT the foregoing are the bylaws of said Corporation, as adopted by the Board of Directors of said Corporation on the 27th day of December, 1996. Ogden K. Shannon, llt, Secretary APPROVED: Charles W. Rogers, t�YI,AVVS OF 80Q'S COMPANY INC PACYi� 1.5 i7IRECT�R(S): Charte<S W. Ogden K. Shannon, III, Director 258�forms�corpor iatby'rawa BYLAWS OF 84ti'S COMPANY. INC. t'A�Et6 City of Fort Worth, Texas DATE REFERENCE NUMBER LOG NAME PAGE 1/21/03 **C-19433 06BRIDGE j 1 of 1 SUBJECT ENCROACHMENT IN RIGHT-OF-WAY: BRIDGE OVER PUBLIC ALLEY AND AWNINGS AT 811 LAMAR STREET RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a consent agreement with Kelly Shannon authorizing use of the right-of-way for construction of a vehicular bridge over a public alley and installation of awnings in the right-of-way of 811 Lamar Street. It is further recommended that any future contractual assignments (to a third party) be approved by the City Manager or designated Assistant City Manager. DISCUSSION: Kelly Shannon, owner of the property at 811 Lamar Street, is proposing to construct a parking garage at 811 Lamar Street. He further proposes to install a vehicular bridge across the public alley between the new garage and an existing garage at the corner of 7th Street and Taylor Street. The clearance between the alley (floor) and the bridge is approximately 17 feet. Mr. Shannon also proposes to install awnings on the Lamar Street side of the new garage in order to provide protection from the sun. The Encroachment Committee reviewed this request and recommends approval. The proposed encroachment is located in COUNCIL DISTRICT 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. RR:r Submitted for City Manager's Office by: Reid Rector 6140 Originating Department Head: Bob Riley 8901 Additional Information Contact: Jim Miller 8318 FUND ACCOUNT CENTER AMOUNT CITY SECRETARY (to) (from) � APPROVED 1/21/03