1997-116 ORDINANCE NO q/'] -- ]/t/,O
AN ORDINANCE APPROVING THE CREATION OF THE SPRING HILL ES rATES
WATER SYSTEM WITHIN THE CITY'S ETJ IN ACCORDANCE WITH SECTION
34-119 OF THE DENTON CITY CODE AND THE TERMS AND CONDITIONS OF
THE ATTACHED AGREEMENT, AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT BETWEEN SPRING HILL ESTATES WATER COMPANY, TRYON
DEVELOPMENT CORPORATION AND THE CITY, AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, Tryon Development Corporation ("Tryon"), ~s proposing to develop
a private water system to sepee approximately 82 lots in the Spring H~II Estates, near the
intersection of U S 380 and F M 156 in the extraterritorial juris&ctlon of the City as
shown on the Exhibit "A" to the attached Agreement between Spring Hill Estates Water
Company ("Spring Hill"), Tryon, and the City, which is made a part of thxs ordinance as
lfwmten word for word herein, and
WHEREAS, the City of Denton on the advice of its Public Utilities Board deems
it is tn the public interest to approve the creation of the Spring Hill Estates Water System
inside it's ETJ in accordance with the attached Agreement and Section 34-119(4) of the
Denton City Code, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
Section I The City Council approves the creation of the Spring Hill Estates
Water System within the City's ETJ as shown on the attached Exhibit "A" conditioned on
the full performance of all the conditions set forth m Section 34-119(4) of the Denton
City Code and in the attached Agreement with Spring Hill and Tryon as set forth in
Exhibit "A", including, without limitation the following conditions
1 Tryon and Spring Hill shall perform and fully comply with all the
conditions of Section 34-119(4) of the Denton Cay Code and with all
other applicable laws
2 Tryon and Spring Hill will fully comply with all the conditions of Exhibit
3 Tryon and Spring Hill shall keep the City informed of the name of their
certified operator
4 Tryon and Spring Hill shall provide a guarantee of perpetual maintenance
of the Spring Hill Water System in a form approved by the City Attorney
5 Tryon and Spring Hill must obtain a Certificate of Convenience and
Necessity from the Texas Natural Resource Conservatmn Commission and
obtmn a dual certification in this area with the City of Denton
Section II That the Mayor, or ~n his absence the Mayor Pro-Tern, is hereby
authorized to enter into the attached Agreement w~th Spring Hill and Tryon Development
a~er approval as to form by the City Attorney and execuUon of the Agreement by Tryon
and Spring Hill
Section III That this ordinance shall become effecnve immediately upon its
passage and approval
PASSED AND APPROVED thisthe /',~ dayof ~ , 1997
JA~ILL~R, MAY
ATTEST
JENNTFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AGREEMENT FOR CREATION OF SPRING HILLS ESTATE
WATER SYSTEM WITHIN CITY OF DENTON ETJ
STATE OF TEXAS §
COUNTY OF DENTON
KNOWN ALL MEN BY THESE PRESENTS:
This Agreement, made this the /~"/~ day of ~~__,
1996, between the City of Denton, Texas, a Municipal'Corporation,
acting through its Mayor ("city") and Tryon Development Corpora-
tlon, a Texas Corporation, acting through its , hereinaf-
ter referred to as "Tryon", and Spring Hill Estates Water Company,
a private Water Company, formed to operate the Spring Hills Estate
Water System, acting through its ,
hereinafter referred to as Spring Hill'
WI TNES SETH
I. Definition Of Terms
As used in this Agreement, the following terms will have the
following meanings
A. "Commission" means the Texas Natural Resource Conservation
Commission
B. "CCN" means oertlflcates of convenience and necessity issued by
the commission to a utility, public utility, governmental
entity, or water supply and/or sewer service corporatIon, if
those terms are defined in the Texas Water Code
C. "Clty" means the City of Denton, Texas
D "Denton Water System" means the distribution lines, treatment
plants, reservoirs, pump stations, mains, residential and
commercial connections, and any other parts or components that
will comprise the public water and wastewater system of the
City of Denton.
E. "Potable Water" means water meeting the requirements of the
Texas Department of Health for human consumption and other
domestic uses.
F "Spring Hill Estates Water Company" or "Spring Hill" means the
private entity formed to own and operate the Spring Hill Water
System.
G "Spring Hill Estates Water System" means the distribution
lines, treatment plants, reservoirs, pump stations, mains,
residential and commercial connections, and any other parts or
components that will comprise the public water system of Spring
Hill Estates.
II. Recitals
WHEREAS, Tryon Development, the developer of Spring Hills
Estates, is proposing to develop a private water system to serve 82
lots as shown on Exhibit A, which is attached hereto and made a
part of this Agreement for all purposes. This system is to consist
of 2 500 feet deep wells with submersible pumps rated for 43 GPM,
a 20,000 gallon ground storage tank, a 2,000 gallon pressure tank,
2-252 GPM Booster Pumps, 7,675 feet of slx-inch water lines, 14
gate valves, one fire hydrant, and other pertinent improvements,
which would serve customers within the extraterritorial ~urlsdlc-
tlon of the city.
WHEREAS, the City by Resolution #97-__ approved the creation
of the Spring Hill Water System in accordance with Section 34-
119(4) of the Denton city Code
NOW, THEREFORE, for and in consideration of the mutual promises
herein contained the parties agree as follows:
III. Authority To Contract
A Tryon certifies, pursuant to relevant law, that it has legal
authority to enter into this Agreement Exhibit "B", which Ks
attached hereto and incorporated herein by reference, is a duly
adopted resolution of Tryon's Board of Directors approving this
Agreement and authorizing the President to execute this Agreement
on behalf of and as an act of Tryon
B. The City certifies, pursuant to relevant law, that it has legal
authority to enter into this Agreement Exhibit "C" which is
attached hereto and incorporated herein by reference, is a duly
adopted resolution of the Denton city Council, approving this
Agreement and authorizing the Mayor to execute this Agreement on
behalf of the City.
C. Immediately upon its formation and its legal existence as a
private water company the Board of Directors of the Spring Hill
Estates Water Company shall, by executing this Agreement, state
that they have the legal authority to enter into this Agreement
They shall forward to Tryon and City an Exhibit "D", to be attached
hereto and incorporated herein by reference, which will be a duly
adopted resolution of the Board of Directors of Spring Hill,
approving this Agreement and authorizing its President to execute
this Agreement on behalf of Spring Hill
Page 2
IV. Conditions of Approval
The City hereby agrees to authorize, in accordance with
Ordinance 34-119 of the city Code and other applicable laws, the
creation of the Spring Hill Water System by Tryon subject to the
following conditions:
A All sanitary control easements must have a minimum radius of
150 feet
B. Spring Hill and Tryon shall submit prior to construction all
plans and specifications for ~ts on-site sewer disposal to the City
of Denton through its Executive Director of Public Utilities
Spring H~ll shall not proceed with any construction on on-site
sewage disposal for Lots 1 and 2, Block E until and unless the City
of Denton approves such sewer system
C. Tryon and Spring Hill must provide certified evidence, through
a registered professional engineer, that the water system will meet
all City, State, and Federal Health and Water Quality Standards
including, without limitations, the system must be constructed
uslng AWWA C-900, DR 18 rated pipe All such plans and specifica-
tions regarding said Spring Hill Water System must first be
submitted to the City through its Executive Director of Public
Utilities and no construction shall begin unless the C~ty has
approved such water system.
D. All operators of the Spring Hill Water System must be certified
by the State Department of Health through the Commission and all
certlflcations must be kept current during the time the system is
in operation.
E. The City shall be given the right upon reasonable notice to
inspect the system periodically to determine if the system is being
operated and maintained according to all applicable laws and
industry standards including without limItation all commission
standards
F. Tryon and Spring Hill shall obtain dual certification for the
area shown in Exhibit "A" by the CommissIon prior to undertaking
any operations and shall maintain dual certification during the
term of this Agreement.
G The review and approval procedures for Spring Hill and Tryon
shall proceed concurrently with the normal platting and engineering
plan approval process as outlined In this article, except for
applications under these alternative water and sewer facility
proposals, which first require review and recommendation from the
Publlc Utilities Board and must be filed concurrently from the City
Council.
Page 3
H. Tryon and Spring Hill must provide perpetual private mainte-
nance of the Spring Hill Estates Water System through one of the
two following methods:
1. Through a irrevocable Maintenance Bond with a Insurance
Agency rated at A or better by Best in an amount which is
deemed sufficient to take care of all maintenance problems
for the life of the system but not to be less than 10
years.
2. Through the formation of a Homeowners Association in a form
approved by the City Attorney with funding determined
adequate by the City through its Executive Director of
Finance and its Executive Director of Municipal Utilities
to cover all maintenance during the life of the Spring Hill
Water System In addition, Tryon and Spring Hill will
execute an irrevocable Escrow Agreement and place Into an
irrevocable Escrow Account for the benefit of the City, an
amount not less than the cost of five years maintenance of
the system to be accessible to the City if the Home
owners Association's funding for any reason proves to be
inadequate to take care of ongoing maintenance problems
J. Spring H~ll and Tryon shall not~fy the City of the name of
their certified operator(s) and shall continually keep and provide
to the City access to any records that the City needs in order to
adequately inspect the Spring Hill Water System and review any
procedures applicable thereto.
K. Spring Hill and Tryon shall fully comply with all the condi-
tions of Section 34-119(4) of the C~ty Code and all other applica-
ble laws.
V. City Acceptance Of The System
A. Tryon and Spring Hill agree that a City, at any time, may
accept The Spring Hill Water System for operation and maintenance
when the City's water and sewer llnes are connected to the Spring
Hill Estates Water System, provided the system has been designed,
constructed, and operated in accordance with accepted industry and
city standards. Prior to such acceptance by the City, the Spring
Hill Water System, including all facilities, shall be inspected and
evaluated as to standards, adequacy, conditions, and all other
matters. If water and sewer lines and facilities are not according
to c~ty standards, a per linear-foot pro-rata charge shall be
assessed to the users of such system for Installation of these new
facilities or will be on a per-linear-foot, actual-cost basis for
upgrading or repairing the existing facilities to meet city
standards.
B. Tryon and Spring Hill understand and agree that the City, may
hire a Consultant, to perform a survey and feasibility study of the
Page 4
Spring Hill Estates Water System and that City, will perform a
complete Inventory and assessment of the Spring Hill Estates Water
System prior to making a decision to accept the then existing
system into the City Utility System In the event the City decides
to accept the existing Spring Hill Estates Water System into the
City System, it shall be conveyed and dedicated to the City at no
cost, in accordance with the additional terms of the Agreement set
forth here~n. However, this clause creates no obligation on the
City to accept the Sprlng Hill Estates Water System as a part of
the overall City Water System and the Spring Hill Estates Water
System may only be accepted if the City, upon recommendation of its
Public Utility Board, determlnes that it is feasible and acceptable
for the C~ty to manage and operate the Spr~ng Hill Estates Water
System and the City, through a majority vote of the City Council
agrees to ultimately accept a transfer of the Spring Hill Estates
Water System. It is further agreed by the parties that the City
shall not accept the Sprlng Hill Estates System until the final
completion of all improvements necessary to bring the Spring Hill
Estates Water System into full compliance of all applicable Local,
State and Federal laws, rules and regulations, lnclud~ng, without
limitation the construction and acceptable completion of any water
treatment facllltles adequate to extend service to Spr~ng Hill
Estates has been accomplished
VI Spring Hills Obligation Upon Transfer
In consideration of the City's obligations and the mutual
consideration given by the City in allowing the Spring Hill Estates
Water System to be created, Tryon and Spring Hill, by and through
their deslgnated and authorlzed representatives, agree as follows
A. Upon the request of the City through its City Council, to
transfer and convey to the City, for the management operation of
the City, the entire Spr~ng Hill Estates Water System, including
but not limited to the following.
1. Any rights, obligations, duties they possess pursuant to
any CCN it has received from the Commission, or any other
license, permit, or certificate which you may have received
from any state agency or governmental entity whatsoever
relating to water, water treatment services of whatever
kind or nature within service area or in its outlylng
areas, which service area is described in Exhibit "A"
2. All rlghts, title, and interest in all real and personal
property that comprises the Spring Hill Water System, to be
more particularly described as Exhibits to the Transfer
Agreement when an inventory of all property is completed by
the City. This lnventory shall constitute a complete
inventory and listing of all real and personal property,
including but not limited to all easements and right-of-way
agreements, which are then owned, operated and maintained
Page 5
by Spring Hill as a part of the Spring Hill Water System
B. To cooperate with the City in the event of a transfer to take
all action necessary to comply with the rules of Commission or any
other Federal, State, Local Agency which is necessary to accomplish
and effectuate the transfer of the Spring Hill Water System
C. To be solely responsible, in the event of a transfer, for
taking any action necessary to dissolve or otherwise terminate its
existence as necessary to fully accomplish the transfer of the
Sprang Hill Water System anto the Denton Water System.
VII. Documents And Access Provaded
A. Sprang Hall agree, upon request of the Caty, through Its
Executive Director of Publac Utilities, to deliver to the City
immediately upon request, a copy of all plans, "as bualts",
specifications, equipment, construction warranties and drawings
related to the Spring Hill Estates Water System, together with
copies of all easements, permits, water raghts or rights to water
contracts or assignments, and other documents demonstrating
property interest in the Spring Hall Estates Water System, as may
be requared by the City's Executive Director of Public Utilities
B. Spring Hall and Tryon grant to the City and it's Director of
Publac Utllitaes, thear employees, agents, consultants and
contractors an unrestracted raght of entry to anspect, measure,
survey, and test Spring Hall Estates Water System and perform other
activities related to the full examanatlon and assessment of Sprang
Hall Estates Water System. In addataon, Sprang Hall shall allow
and fully cooperate with Caty and lt's Executave Director of Public
Utallties, at's above lndacated employees, agents, representatives,
consultants, and contractors, to do a complete Inventory, account-
ang, and appraisal of all assets and intangible property of Spring
Hlll an the event of a transfer of the Spring Hill Estates Water
System anto the City water system
VIII. Physical Loss
No approval by the City or it's Executive Director of Public
Utilities of any planned specifications, permits or other documents
shall ever make the City responsible or liable for any defects in
the Spring Hill Estates Water System and the City shall not be
liable for any means or methods of construction of the water
system. Spring Hill shall bear all risk of loss, damage, or
destruction to its business and the assets of the Spring Hill
Estates Water System. The City may terminate this agreement and
cancel its approval of the system and may move to have the
commasslon revoke the dual CCN Certification if Spring Hill allows
the Spring Hill Estates Water System to deteriorate to such an
extent that the cost of repairing or restoring any assets of the
Spring Hill System as greater than one-half of the total value of
Page 6
the system as determined by an independent appraiser approved by
the City, through it's Executive Director of Public Utilities, or
an independent appraiser approved by the City, determines that the
Bond or Neighborhood Association Agreement is not sufficient to
continue to maintain or repair the system
IX. Indemnity By Spring Hill
A. Tryon and Spring Hill shall indemnify, defend, and hold
harmless the City, it's officers, agents, servants, and employees
from all suits, actions, losses, damages, claims, or liability of
any character, type, or description, including, without limitation,
any fines, penalties and costs of damage whatsoever growing out of
any action taken by any governmental entity, department or agency
of any governmental entity, any other person, Including citizen
suits against the City or any of it's officers, agents, servants,
and employees for non-compliance with the laws, rules or regula-
tions, whether relating to the environment or otherwise, and
Including, without limitation, the generality of the foregoing, all
expenses of litigation, court costs, and attorney's fees for injury
or death to any person or injury to any property sustained by any
person or persons property arising out of or occasioned by the
negligent acts or breaches of any of Tryon and Spring Hill's
obligations under this Agreement
B Tryon and Spring Hill shall purchase and maintaIn, during the
term of this Agreement, adequate property damage and liability
Insurance, with a company rated A or better by Best, which shall be
in an amount not less than $1 million dollars for each occurrence,
to cover the indemnity obligation set forth in subsection VII
above. The City shall be named an Additional Insured Such
contract shall contain a clause which requires 30 days prior
written notlflcatlon to Tryon, Spring Hill and the City prior to
any change or cancellation in the policy
X. General Provisions
A Notices. Any written notices requlred to be g~ven under this
Agreement shall be given by certified mall, return receipt request-
ed, to the following persons at the following addresses:
City of Denton' Tryon
Mr Robert Nelson
Executive Director of Utilities
215 E McKlnney
Denton, Texas 76201
Page 7
Spring Hill
A copy of all such notices shall be provided to the City
Manager by certified mall, return receipt requested, to:
Mr. Ted Benavides
city Manager
215 E. MoKlnney
Denton, Texas 76201
B. Entire Agreement. This agreement constitutes the entire
agreement between the parties and no prior or contemporary oral
promises or representation shall be binding as to either party. No
modification of any provision to this agreement shall be effective,
unless such modification ls in writing and s~gned by authorized
representatives of each party and is expressly stated to be a
modification of this agreement The failure of either party to
insist upon the strict performance of any of the terms, provisions,
or conditions of the agreement shall not be construed as a waiver
or relinquishment for the future of such term, provision, or
condition
C Descriptive captions. The titles or captions of the articles,
sections, subsections, paragraphs, or subparagraphs of this
agreement are intended strictly for the convenience of the parties
and shall have no effect and shall neither limit nor amplify the
provisions of the agreement itself
D. Applicable Law. The validity, operation, performances
contract, shall be governed and controlled by the laws of the State
of Texas and the terms and conditions of th~s Agreement shall be
construed and interpreted in accordance with the laws of this
State. Venue for any proceeding brought for any breach of this
agreement shall be in Denton County, Texas
E Breach cf Contract. Any party to this agreement may terminate
such Agreement, file an action for damages or seek specific
performance contract to pursue any other remedy it may have in law
or equity for breach of this Agreement or any intentional act or
negligent act or omission. If it is necessary for any party to
file a cause of action at law or an equity against any other party
due to:
1. A breach of this contract by any other party, and/or any
intentional negligent act or omission, that party shall be
entitled to reasonable attorney's fees and costs and any
necessary expenses in addition to any relief to which it is
entitled
Page 8
F Cu~ulative Remedies. In the event of default by any party
herein, all other parties shall have the rights and remedies
afforded to them at law or In equity to recover damages and
interpret or enforce the terms of this Agreement The exercise of
any one right or remedy shall be without prejudice to the enforce-
ment of any other right or remedy allowed by law or in equity
G Assignment. Neither this agreement nor any interest therein
shall be assigned by any party without the written consent of other
parties.
H. Binding of sucoessors. This Agreement shall be binding on and
shall note the benefit of the successors and assigns of the parties
hereto, nothing contained in this Agreement shall be construed as
consent to any assignment of this Agreement by the parties
I No Third Party Benefioiary. The parties are entering this
Agreement so for the benefit of themselves and agree that nothing
herein shall be construed to confer for any right, privilege, or
benefit on any person or entity other than the parties hereto
XI. Termination
The city reserves the right to cancel this Agreement without
liability and revoke its approval and initiate a revocatIon of
Spring Hills CNN if any of the following conditions occur
1. If Spring Hill commits a breach of this Agreement which is not
cured to the sole satisfaction of the City of Denton, through
its Executive Director of Municipal Utilities and within thirty
days of the date that Spring Hill receives such a written
notice.
2. If Spring Hill falls to obtain its CNN or any other permit,
license, or other approval of any Federal, State, or Local
Agency or Governmental Entity
Executed as of this, the t~ day of . , 1997,
by Tryon Development Corporation, signing Wy and through its
President, duly authorized to execute same, by Spring Hill Estates,
signing by and through its President, duly authorized to execute
same; by the City of Denton, through its Mayor, Jack Miller, duly
authorized to execute the same, thereby binding themselves, their
successors, assigns, representatives for the faithful and full
performance of the terms and provisions of this Agreement.
CITY OF DENTON, TEXAS
A Municipal Corporation
Page 9
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERgERT L. PROUTY, CITY ATTO~EY
SPRING HILL ESTATES
A Private Water Company
BY:
Its President
ATTEST~
BY:
TRYON DEVELOPMENT CORPORATION
A Texas Corporation
BY:
Its President
ATTEST:
BY:
STATE OF TEXAS
COUNTY OF DENTON
Th~s lns~ume~t~s,a~knowledged before me on /~ ~ ~ ,
1997, by ~/~.~ , the Mayor of the Clt~o~/Denton,
Texas, a Tex~ M'u~lclpal Corporation ~oratlon
~~°°°~°°°°°~o Notary/Public, Stat~/of Texas
Page 10
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APPROVED AS TO LEGAL FORM.
HERBERT L PROUTY, CITY ATTOPNEY
SPRING HILL ESTATES
A Private Water Company
Its ' ent '
ATTEST
TRYON DEVFLOPMENT CORPORATION
A Texas Corporation
ATTEST
BY /{~! &. N6~E~
STATE OF TEXAS
COUNTY OF DENTON
Th~s instrument was acknowledged before me on ,
1997, b~ , the Mayor of the ci'y of Denton,
Texas, a Texas M~,nic~pal Corporation on behalf of sa~d corporatton
Notary Public, State of Texas
Page 10
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on ,
1997, by , the President of Spring Hill
Estates, A Private Water Company on behalf of said company
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on ,
1997, by , the President of Tryon Development
Corporation, a Texas CorporatIon, on behalf of said corporatIon
Notary Public, State of Texas
c \WPDOCS\K\SPRINGHL K
Page 11
STATE OF TEXAS
COU~Y OF DENTON
This ins=rument was acknowledged before me on ~,'C~t~? ,
1997, by ~l h~0t~lE~ , =he Presiden= of Spring Hill
Es=a=es, A P~lvate Wa=er Company on behalf of said company.
~ l~ublic, Sga~e of Texas
STATE OF TEXAS
COUNTY OF DEN~)N
This ins=rumen= was acknowledged before me on 2~ ~ tqq7 ,
1997, by ~ 1,. ~ , =he President of Tryon Developmen~
corpora=ion, a Texas Corpora=~on, on behalf of said corpora=£on.
ublic0 S~a~e of Texas
ct \W~DOCS\K\SP]~INOI~L K
Page 11
TRYON DEVELOPMENT CORPORATION
27 March 1997
As of th~s date, we have not incorporated the Denton
Spring H~ll Estates Water Company. As soon as we do so, we
w~ll execute a Certlficate of Corporate Resolution on behalf
of Denton Spr~ng H~ll Estates Water Company author~zlng Karl
L. Holmes to slgn and to act on behalf of the corporatzon
concerning the Water Agreement w~th the C~ty of Denton.
S~ncerely,
Kar~ L. Holmes
KLH/tt
(corporate acknowledgment)
THE STATE OF TEXAS }
}
COUNTY OF DENTON }
Before me, the undersigned authority, on this day
personally appeared KARI L. HOLMES, President of TRYON
DEVELOPMENT CORPORATION, a corporation, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said corporation.
Given under my hand and seal of office on this the 27th day
of March, 199!.
~t:F~{/f*l NOTARY PUBLIC ~ ~-"~t~y ~ubllc
~~te acknowledgment)
THE STATE OF TEXAS }
}
COUNTY OF WISE }
Before me, the undersigned authority, on this day
personally appeared BERNA DEAN LEE, Vice President of TRYON
DEVELOPMENT CORPORATION, a corporation, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity
therein stated and as the act and deed of said corporation.
Given under my hand and seal of office on this the 27th day
of March, 199!.
t ~.~,.~..~,/~ State of texas :
CERTIFICATE OF CORPORATE ~SOLUTION--PA~ 3
TRYON DEVELOPMENT CORPORATION
(9?2) ~3~-3354
27 March 1997
In all matters concerning the Denton Spr~ng H~ll Estates
Water Company or development of same, our designated contact
person shall
K. WAY~ LEE
Route 1 Box 10B
Rhome, Texas 76078
(817) 421-4040
S~ncerely,
Karl L. Holmes
KLH/tt
C~.RTIFIC~TE OF CORPORATE RESOLUTe'ON
Dates 27 March 1997
Corporations TRYON DEVELOPMENT CORPORATION, a Texas
Corporation.
Presidents KARI L. HOLMES
Vice Presidents BERNA DEAN LEE
Date of Meeting of Board of Dlrectors~ 10 March 1997
Other Corporate Offlcerss
DEREK HOLMES, Secretary
We, President and Vice President of the corporation,
certify the following facts~
1. The corporation is organized and operating under the
laws of Texas, is qualified to do business here, and is in
good standing.
2. No proceedings for forfeiture of the certificate of
incorporation or for voluntary or involuntary dissolution of
the corporation are pending.
3. Neither the articles of incorporation nor bylaws of the
corporation 1Lmlt the power of the Board of Directors to pass
the resolution below.
4. The President, Vice President, and other corporate
officers are the persons authorized to make and sign this
resolution.
5. The Secretary keeps the records and m~nutes of the
proceedings of the Board of Directors of the corporation, and
the resolution below is an accurate reproduction of the one
CERTIFICATE OF CORPOI~ATE RESOLUTION--PAG~ 1
made in those proceedings; it has not been altered, amended,
rescinded, or repealed; and it is now in effect.
6. The resolution below was legally adopted on the date of
the meeting of the Board of Directors, which was called and
held in accordance with the law and the bylaws of the
corporation, at which a quorum was present.
7. This resolution has been adopted by the Board of
Dlrectors~
The President of TRYON DEVELOPMENT CORPORATION, KARI L.
HOLMES ls hereby authorized to sign and execute any and all
documents and to act on behalf of said corporation with
regard to the corporation entering and agreeing to that Water
System Agreement prepared by the City of Denton concerning
the water system at Spring Hill Estates in Denton County,
Texas.
KARI L. HOLMES, PRESIDENT
BERNA DEAN LEE, VICE PRESIDENT
CERTIFICATE OF CORPORATE P~SOLUTION--p~ 2