1 Exhibit 3.21 A485831 ================================================================================ STATE OF CALIFORNIA [GRAPHIC OMITTED] [SEAL OMITTED] SECRETARY OF STATE I, BILL JONES, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this JAN 07 1997 ------------------------------------ THE GREAT SEAL OF THE STATE OF EUREKA CALIFORNIA /s/ Bill Jones Secretary of State SEC/STATE FORM CE-107 (REV.11/96) BG 34095 ================================================================================ 2 A485831 ENDORSED FILED In the office of the Secretary of State of the State of California DEC 30 1996 /s/ Bill Jones BILL JONES, Secretary of State CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF EXECUTIVE PARKING INC. The undersigned certify that: 1. They are the President and the Chief Financial Officer, respectively, of Executive Parking Inc., a California corporation (Corporation Number 912380). 2. Article One of the Articles of Incorporation of this corporation is amended to read as follows: "The name of this corporation is S & S Parking, Inc." 4. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 5. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: December 26, 1996 /s/ Ed Simmons -------------------------------------- Edward Simmons, President /s/ Dale Stark -------------------------------------- Dale Stark, Chief Financial Officer 2723.00020 12/15/96/CLH:CLH/66989.1 CERT OF AMENDMENT 66989 3 SEC/STATE FORM Cl-4 (REV. 1-77) RECEIPT DUP (1) OSP Issuing Certificate of Reservation For Corporate Name ______ $4.00 Special Handling: L.A. CONSTRUCTION AND SERVICES, INC. 1100 Glendon Avenue Suite 1651 Los Angeles, CA 90024 Attn: ED Simmons No. 286458 ================================================================================ State of California [GRAPHIC OMITTED] Office of the No. 286458 Secretary of State I, MARCH FONG EU, Secretary of State of the State of California, do hereby certify that the name: EXECUTIVE PARKING, INC. is not one which is likely to mislead the public and is not the same as, and does not resemble, so closely as to tend to deceive the name of a corporation formed under the laws of this State, or the name of a corporation not incorporated under the laws of this State which is authorized to transact intrastate business in this State, or a name which is under reservation, as provided in Section 201 of the Corporations Code of this State, and that this name is hereby reserved for a period of sixty days commencing on the date hereof for the use of the applicant for this certificate. Issued August 18, 1983 be THE GREAT SEAL OF THE STATE OF EUREKA CALIFORNIA /s/ March Fong Eu Secretary of State ================================================================================ 4 ================================================================================ [GRAPHIC OMITTED] State of California OFFICE OF THE SECRETARY OF STATE I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this OCT 20 1983 ------------------------------------ THE GREAT SEAL OF THE STATE OF EUREKA CALIFORNIA /s/ March Fong Eu Secretary of State ================================================================================ 5 ENDORSED FILED In the office of the Secretary of State of the State of California OCT 14 1983 MARCH FONG EU, Secretary of State By JAMES E. HARRIS Deputy [LOGO] EXECUTIVE PARKING SERVICE CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION EDWARD E. SIMMONS AND DALE G. STARK certify that: 1. They are the president and secretary, respectively, of L.A. CONSTRUCTION & SERVICES, Incorporated, a California Corporation. 2. Article One (1) of the atticles of incorporation of this corporation is amended to read as follows: The name of the corporation is Executive Parking Inc. 3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors. 4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is 1000. The total number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. /s/ Edward E. Simmons -------------------------------------- EDWARD E. SIMMONS, President /s/ Dale G. Stark -------------------------------------- DALE G. STARK, Secretary The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge: Executed at Los Angeles on 9/8/83. /s/ Edward E. Simmons -------------------------------------- EDWARD E. SIMMONS /s/ Dale G. Stark -------------------------------------- DALE G. STARK ========1100 Glendon Ave., Suite 1515, Westwood, CA 90024 (213) 208-1172======== 6 912380 ENDORSED FILED In the office of the Secretary of State of the State of California MAR 5 1979 MARCH-FONG EU, Secretary of State By BILL HOLDEN Deputy ARTICLES OF INCORPORATION OF L.A. CONSTRUCTION & SERVICES, INCORPORATED ONE: The name of this Corporation is L.A. CONSTRUCTION & SERVICES, INCORPORATED. TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. THREE: The name and address in this state of the corporation's initial agent for service of process is EDWARD E. SIMMONS, 4322 Morro Drive, Woodland Hills, CA. FOUR: The total number of shares with the corporation is authorized to issue is One Thousand Shares (1000). FIVE: This corporation is a close corporation. The issued shares of this corporation of all classes shall be held of record by not more than ten (10) persons. Dated: February __ , 1979 /s/ DALE GLENN STARK ---------------------------------- DALE GLENN STARK - Incorporator /s/ EDWARD EARL SIMMONS ---------------------------------- EDWARD EARL SIMMONS - Incorporator -1- 7 We declare that we are the persons who executed the above Articles of Incorporation, and such instrument is our act and deed. /s/ DALE GLENN STARK ---------------------------------- DALE GLENN STARK /s/ EDWARD EARL SIMMONS ---------------------------------- EDWARD EARL SIMMONS -2-