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Lakewood Ridge Addition (Lot 3, Block C), 2011 - Special Warranty Deed CITY C- C .: , r;; "''-a �, �KF Council Action: ®r' ' C.d./12es No. ---, Date Approved f 1LE_- ---"-__ NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed Date: ! / 7.0 1 Grantor: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc., a Texas corporation, successor by merger to H2M Water Systems, Inc. a Texas corporation Grantor's Mailing Address: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. 9450 Silver Creek Road Fort Worth, Texas 76108 Tarrant County Grantee: City of Southlake, Texas, a home rule city Grantee's Mailing Address: City of Southlake Southlake, Texas Denton County, Texas Consideration: Cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Property (including any improvements): Being a 50 foot x 100 foot tract of land out Lot C, Block 3, of the Lakewood Ridge Addition, An Addition to the County of Denton, Texas, according to the map or plat thereof recorded in volume 14, Page 5, Plat Records, Denton County, Texas; together with an access easement, all as set out in Exhibit "B" attached hereto and made a part hereof for all purposes; as described in that certain deed from Carl J Smith to Grantor above, recorded in Volume 2201, Page 822 of the Real Property Records of Denton County, Texas; Along with all water lines, fire hydrants, storage tanks, pumps, etc which are reasonable or necessary to maintain the water associated therewith and to provide water services in accord with applicable law as described in that certain conveyance from Indian Creek Properties, Inc. to Grantor above, recorded in Volume 1665, Page 630 of the Real Property Records of Denton County, Texas; And along with all groundwater, being all underground water, percolating water, artesian water, and other waters from any and all reservoirs, formations, depths, and horizons beneath the surface of the earth in and under or that may be produced from the Property. Personal Property: The property constituting personal property located in or on and used in the enjoyment of the Property. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Validly existing easements, rights -of -way, and prescriptive rights, whether of record or not all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and water interests outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any encroachments or overlapping of improvements; all rights, obligations; and taxes, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. As a material part of the Consideration for this deed, Grantor and Grantee agree that Grantee is taking the Property "AS IS" with any and all latent and patent defects and that there is no warranty by Grantor that the Property has a particular financial value or is fit for a particular purpose. Grantee acknowledges and stipulates that Grantee is not relying on any representation, statement, or other assertion with respect to the Property condition but is relying on Grantee's examination of the Property. Grantee takes the Property with the express understanding and stipulation that there are no express or implied warranties except for limited warranties of title set forth in this deed. For the same Consideration, Grantor sells, transfers, and delivers the Personal Property to Grantee and warrants and agrees to defend title to the Personal Property to Grantee and Grantee's successors and assigns against all lawful claims. Title in the Personal Property passes at the time this deed is delivered. THE PERSONAL PROPERTY TRANSFERRED TO GRANTEE IS SOLD, TRANSFERRED, AND DELIVERED "AS IS AND "WITH ALL FAULTS "; FURTHER, GRANTOR EXCLUDES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. When the context requires, singular nouns and pronouns include the plural. Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. By: ' obert Laughman, ' resident STATE OF TEXAS § COUNTY OF HARRIS § SUBSCRIBED AND SWORN TO before me on m 21', 2610 by Robert L. Laughman, President of Aqua Utilities, Inc. d/b /a Aqua Texas, Inc. ,, W A CALLEGARI JR Oik >° ` ^` Notary Public, State of Texas i� i„ My ■Commission Expires �� %" b May 16. 2013 Notary Public, State - T AFTER RECORDING PLEASE RETURN TO: CALLEGARI LAW FIRM, P.C. 15040 FAIRFIELD VILLAGE DR. #200 CYPRESS, TX 77433 FT- (4/2002) Tract 2: Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, said Well Site being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; Thence, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for comer; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said Lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access easement to well site, and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described well site; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for comer in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less, to the POINT OF BEGINNING. } 1JOC -L4DUa * * ** Electronically Filed Document * * ** Denton County Cynthia Mitchell County Clerk Document Number: 2011 -24605 Recorded As : ERX- WARRANTY DEED Recorded On: March 17, 2011 Recorded At: 08:48:09 am Number of Pages: 4 Recording Fee: $23.00 Parties: Direct- AQUA UTILITIES INC DBA AQUA TEXAS INC Indirect- Receipt Number: 773639 Processed By: Patsy Sallee * *** * * * * * * ** THIS PAGE IS PART OF THE INSTRUMENT * *** * * * * * * ** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. THE STATE Or' TEXAS) G 3132 ,, COUNTY OF DENTON) `�' 1 hereby ccrtily that this instrument was FILED in the File Number sequence on the detcftime ,. �; printed heron, end woo duly RECORDED in the ORiei.l Records of Denton County, Tern. • ttkt Cilitottatill_ �. 4. co..t Clerk . .. e a Denton County, Texas ORIGINAL DOCUMENT CITY OF SOUTHLAKE Council Action: 6/ N Ord. /Res. No. Date Approved apzeh 1,0 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. • Special Warranty Deed Date: 1 SO ID Grantor: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc., a Texas corporation, successor by merger to H2M Water Systems, Inc. a Texas corporation Grantor's Mailing Address: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. 9450 Silver Creek Road Fort Worth, Texas 76108 Tarrant County Grantee: The City of Southlake, Texas, a home rule city Grantee's Mailing Address: City of Southlake Southlake, Texas Denton County, Texas Consideration: Cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Property (including any improvements): Lot 21, Indian Creek Estates, an Addition to Denton County, Texas, according to the plat thereof recorded in Cabinet D, Slide 198, Plat Records, Denton County, Texas; and as described in that certain deed from Indian Creek Properties, Inc. to Grantor above, recorded in Volume 1665, Page 628 of the Real Property Records of Denton County, Texas; Along with all water lines, fire hydrants, storage tanks, pumps, etc which are reasonable or necessary to maintain the water associated therewith and to provide water services in accord with applicable law as described in that certain conveyance from Indian Creek Properties, Inc. to Grantor above, recorded in Volume 1665, Page 630 of the Real Property Records of Denton County, Texas; And along with all groundwater, being all underground water, percolating water, artesian water, and other waters from any and all reservoirs, formations, depths, and horizons beneath the surface of the earth in and under or that may be produced from the Property. Personal Property: The property constituting personal property located in or on and used in the enjoyment of the Property. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Validly existing easements, rights -of -way, and prescriptive rights, whether of record or not all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and water interests outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any encroachments or overlapping of improvements; all rights, obligations; and taxes, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. As a material part of the Consideration for this deed, Grantor and Grantee agree that Grantee is taking the Property "AS IS" with any and all latent and patent defects and that there is no warranty by Grantor that the Property has a particular financial value or is fit for a particular purpose. Grantee acknowledges and stipulates that Grantee is not relying on any representation, statement, or other assertion with respect to the Property condition but is relying on Grantee's examination of the Property. Grantee takes the Property with the express understanding and stipulation that there are no express or implied warranties except for limited warranties of title set forth in this deed. For the same Consideration, Grantor sells, transfers, and delivers the Personal Property to Grantee and warrants and agrees to defend title to the Personal Property to Grantee and Grantee's successors and assigns against all lawful claims. Title in the Personal Property passes at the time this deed is delivered. THE PERSONAL PROPERTY TRANSFERRED TO GRANTEE IS SOLD, TRANSFERRED, AND DELIVERED "AS IS" AND "WITH ALL FAULTS "; FURTHER, GRANTOR EXCLUDES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. When the context requires, singular nouns and pronouns include the plural. Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. i / A By: ' obert Laughman, 'resident STATE OF TEXAS § § COUNTY OF HARRIS § SUBSCRIBED AND SWORN TO before me on / 2'1)1 ' ' ' by Robert L. Laughman, President of Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. ,s`a'r'i,!; ,,, w A CALLEGARI JR s4: °= Notary Public, State of Texas M °., My Commission Expires 3.;� ;41 May 15, 2013 Notary Public, State o Texa LIOC -440U4 -- * * ** Electronically Filed Document * * ** Denton County Cynthia Mitchell County Clerk Document Number: 2011 -24604 Recorded As : ERX- WARRANTY DEED Recorded On: March 17, 2011 Recorded At: 08 :47:40 am Number of Pages: 5 Recording Fee: $27.00 Parties: Direct- AQUA UTILITIES INC DBA AQUA TEXAS INC Indirect - Receipt Number: 773639 Processed By: Patsy Sallee * *** * * * * * * ** THIS PAGE IS PART OF THE INSTRUMENT * *'t*"r* *** * ** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. THE STATE U1= TE XAS } oo?�. COUNTY O DENT ONj 1 peeeby eertily that this uvtrv.e+a was FILED iv the Fllc Na.ber soqumee on dte d •t /ti.e I1 '`i� primed heron, and wax dmy RECORDED m the Official Roeordt o! Demon Comty, Texas. L/ ` ..li C / ta County Clerk » ,2846_,,,F Demos County, Texas ORIGINAL DOCUMENT CITY OF SOUTHLAKE Council Action: ©/ N Ord./Res. No. Date Approved /' I,)011 ASSIGNMENT AND BILL OF SALE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § That, AQUA UTILITIES, INC., as Assignor, for good and valuable consideration, receipt of which is hereby acknowledged, has ASSIGNED, SOLD, TRANSFERRED AND DELIVERED, and by these presents does ASSIGN, SELL, TRANSFER AND DELIVER unto the CITY OF SOUTHLAKE, Texas, a municipal corporation, as Assignee, all of its rights, title, and interest in the following described personal properties and easements (the "Assigned Assets ") owned by Assignor and used in the business of Assignor, being the water distribution systems owned and operated by Assignor, and public utility easements situated in the Lakewood Ridge Addition subdivision ( "Lakewood Ridge ") and the Indian Creek Estates subdivision ( "Indian Creek ") in Denton County, Texas, as described further below. The Assigned Assets are conveyed AS IS, with no warranties, expressed or implied, as to their condition. The Assigned Assets include those portions of the existing systems of pipes that are used to deliver water from the well sites in Lakewood Ridge and Indian Creek subdivisions to the ultimate consumers in such subdivisions. The Assigned Assets in both Lakewood Ridge and Indian Creek subdivisions shall include all pipes owned by Assignor in the rights -of -way and on private property from and including the customer meters up to the fence surrounding the well sites in each subdivision. • The Assigned Assets specifically include: (1) Lakewood Ridge water Distribution System, including: (a) Twenty -eight (28) AMR meters; (b) Four (4) six -inch (6 ") flush valves; (c) Three (3) two -inch (2 ") flush valves; (d) One (1) two -inch (2 ") valve; (e) Six (6) four- inch•(4 ") valves; (f) Two Thousand One Hundred Sixty -Three linear feet (2,163') of two -inch (2 ") pipe; and (g) Three Thousand Five Hundred Eight linear feet (3,508') of four -inch (4 ") pipe. (2) Indian Creek water Distribution System, including: (a) Eighteen (18) AMR meters; (b) One Thousand Four Hundred Fifty -Five linear feet (1,455') of six -inch (6 ") pipe; (c) Two (2) six -inch (6 ") flush valves; and (d) Three (3) six -inch (6 ") valves. (3) Easements in Lakewood Ridge, including: (a) All public utility easements located in Lakewood Ridge Addition, save and except the easements for the well site in Lakewood Ridge Addition; and (b) A Twenty foot (20') access easement to the well site, being a part of the North 20 feet of Lot 3, Block C of Lakewood Ridge Addition, an Addition to the County of Denton, Texas according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: Beginning at the Northwest corner of L of 3, Block C, Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the Lakewood Ridge Addition well site; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 fee to a point for a corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; 2 THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less, to the point of beginning. (4) Easements in Indian Creek, including: (a) All public utility easements located in Indian Creek Estates, save and except the easements for the well sites in Indian Creek Estates; and (b) A Twelve foot (12') access easement between Lots 5 and 6, as shown on the recorded plat of the Indian Creek Estates subdivision, Cabinet D, Page 198, Plat Records, Denton County, Texas. TO HAVE AND TO HOLD the Assigned Assets, together with all and singular the rights and appurtenances thereto in anywise belonging, unto the said Assignee, the CITY OF SOUTHLAKE, Texas, its successors and assigns; and Assignor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Assigned Assets unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. This Assignment and Bill of Sale is executed pursuant to the Settlement Agreement between AQUA UTILITIES, INC. and the CITY OF SOUTHLAKE, TEXAS, dated Me 2I , 200. EXECUTED AND MADE EFFECTIVE , 2005. ATTEST: AQUA UTILI ES, .1 C. 0A � By: rte. /-",..--- 116 " obert Laughman 'vice President, < i 0 erations ,,,,,,111,,, ` ;:i ' W A CALLEGARI JR °. • ' •"' Notary Public, State of Texas F , ,,S My Commission Expires , � ' i j FOi ,,, , May 16, 2013 1I1111 111� , 3 STATE OF TEXAS § I kRi1i5 § COUNTY OF VIS § This instrument was acknowledged before me on the IN day of PI , 200 by ROBERT LAUGHMAN, Wee- President, Ems. of Aqua Utilities, Inc., a 11 -1-4-0 corporation, on behalf of said corporation. Notary Public, State of s W A CALLEGARI JR Notary Public, State of Texas My Commission Expires • %/1,0i:" May 15, 2013 4 UOC -L4bU3 _. * * ** Electronically Filed Document * * ** Denton County Cynthia Mitchell County Clerk Document Number: 2011 -24603 Recorded As : ERX- ASSIGNMENT Recorded On: March 17, 2011 Recorded At: 08:46:57 am Number of Pages: 5 Recording Fee: $27.00 Parties: Direct- AQUA UTILITIES INC Indirect- , Receipt Numb r, 773639 Processed By: l' Patsy Sallee • V . * * * * * * * * * * ** THIS PAGE IS PART OF THE INSTRUMENT * *** * *** * * ** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. a T Tn, T HE ) • GO B+ +v / CON) t, [ff ' 7 \ `,f' b instrument was FILED in the Elk Number act/waive on We dnyitse a :, . - �!� i pruned bero , and was duly RECORDED in the Official Rewords of Denton County, Tenec. �r � 1 ` J /� 7!c .1� Cwrnly Cf erk N,,� 846_,, D too Comry, Texas r .i CORPORATE IDENTITY AFFIDAVIT State of Texas § County of Harris § Affiant on oath swears that the following statements are true and are within the personal knowledge of Affiant: 1. My name is Robert Laughrnan, and I am over eighteen years of age. I am the President of Aqua Utilities, Inc., d /b /a Aqua Texas, Inc. I have personal knowledge of the statements in this affidavit. 2. Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. is a Texas corporation, operating as a public water utility company throughout the State of Texas. 3. On December 29, 1987, a general partnership comprised of Robert P. Hundley, Daniel C. McKee, and David J. McGilvrey as general partners was incorporated under the laws of the state of Texas as H2M Water Systems, Inc. See Exhibit 1. 4. On August 14, 1998, H2M Water Systems, Inc., a Texas corporation, merged with AquaSource /HIC, Inc., also a Texas corporation, with H2M Water Systems, Inc. as the surviving corporation. At the same time, H2M Water Systems, Inc. changed its name to AquaSource /H2M, Inc. See Exhibit 2. 4. On December 27, 2000, AquaSource /H2M, Inc., a Texas corporation, merged with numerous other corporations, all of which were Texas corporations, including its parent corporation AquaSource Utility, Inc., with AquaSource Utility, Inc. as the surviving entity of that merger. See Exhibit 3. 5. On January 16, 2004, AquaSource Utility, Inc. changed its name to Aqua Utilities, Inc. See Exhibit 4. 6. On February 3, 2004, Aqua Utilities, Inc. began using the assumed name Aqua Texas, Inc. See Exhibit 5. 1 i J / Ro+ert L. Laughman President of Aqua Utilities, Inc. b/a Aqua Texas, Inc. STATE OF TEXAS § § COUNTY OF HARRIS § SUBSCRIBED AND SWORN TO before me on 0 7 " by Robert L. Laughman, President of Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. o . ,. e �.� W A CALLEGARI JR - :' ^S Notary Public, State of Texas F. � 4 My Commission Expires :., tio May 15, 2013 Notary Public, St: e o Texas 1 f) 1 A I 1 3 ;) 7 Secretar ARTICLES OF INCORPORATION OH . . H2M WATER SYSTEMS, INC. to t FILE f Stai of e V of St o f Texe6 Article One DEC 2 9 198 7 The name of the corporation is H2M Water Systems, Inc. Clerk I B Article Two Corp tions Secti th The period of its duration is perpetual. Article Three The purpose for which the corporation is organized is the transaction of any or all lawful business for which the corporation may be incorporated under the Texas Business Corporation Act, Article Four The aggregate number of shares which the corporation shall have authority to issue is One Million (1,000,000) without par value. Article Five The corporation will not commence business until it has received for the issuance of shares consideration of the value of One Thousand Dollars ($1,000.00) consisting of money, labor done or property actually received. Article Six The street address of its initial registered office is 4801 Brentwood Stair, Suite 401, Fort Worth, Texas, and the name of its initial registered agent at such address is Robert P. Hundley. Article Seven The number of directors constituting the initial board of directors is three (3), and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are: Robert P. Hundley 4801 Brentwood Stair, Suite 401 Fort Worth, Texas 76113 Daniel C. McKee 4801 Brentwood Stair, Suite 401 Fort Worth, Texas 76113 David J. McGilvrey 4801 Brentwood Stair, Suite 401 Fort Worth, Texas 76113 Article Right The name and address of the incorporator Is: Raymond M. Meeks, 1000 N. Walnut Creek Drive, Suite C, Mansfield, Texas 76063 Raymond M. Meeks, Incorporator THE ATATE OF TEXAS COUNTY OF TARRANT BEFORE ME, a notary public, on this day personally appeared Raymond M. Meeks, known to me to be the person whose name 1s subscribed to the, foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct. Given under my hand and seal of office this 18th day of December, 1987. / Ali • Ira& te — •.. AlA M. LINDA LEWIS, Notary Public 'o ary Pu•lic, S at of Texas `,, i4 and for the Stahl of Taxi$ �., , My Commission Isom 4-7/ FILED In the Office of the Secretary of State of Texas AUG 1 4 1998 ARTICLES OF MERGER Corporations Section Pursuant to Article 5.04 of the Texas Business Corporation Act, AquaSourcelHlC, Inc. and H2M Water Systems, Inc. adopt the following Articles of Merger. 1. The name and type of organization of each party to the merger, and the state under whose laws each party is organized are: lame Entity AquaSource/HIC, Inc, Corporation Texas H2M Water Systems, Inc. Corporation Texas 2. H2M Water Systems, Inc. shall survive this merger and be governed by the laws of the State of Texas. 3. The Plan of Merger that has been approved by AquaSource/HIC, Inc., in the t! manner prescribed by its constituent documents and the Texas Business Corporation Act, and by H2M Water Systems, Inc. in the manner prescribed by its constituent documents and the laws of o f the State of Texas, is set forth in the attached Exhibit "A," and incorporated by reference into these Articles, as if set forth here in full. 4. For each corporation that is a party to the merger, the number of shares outstanding and the designation and number of outstanding shares of each class or series that are entitled to vote as a class on a merger are as follows: Entitled to Vote as a Class or Series Name of Number of Shares Designation Number of Corporation Outstanding of Class or Series Shuts AquaSource/HIC, Inc. 1,000 Common Stock 1,000 H2M Water Systems, Inc. 300,000 Common Stock 300,000 5. For each corporation that is a party to the merger, the number of shares that voted for and against the plan of merger, and the number of shares of each class or series that voted for and against the plan, are as follows: Number of Shares Entitled To Vote as a Class or Series Total Total Voted Class or Voted Voted Name of CQrporation Voted For Against Series Enr Against Common AquaSource/HIC, Inc. 1,000 0 Stock 1,000 0 H2M Water Common Systems, Inc. 300,000 0 Stock 300,000 0 6. H2M Water Systems, Inc. (which is the surviving corporation in the merger) shall I be responsible for the payment of all fees and franchise taxes of each of the constituent corporations and will be obligated to pay such fees and franchise taxes if the same are not timely Paid. Dated: August 1998 H2M WA 'R SYSTEMS, INC. Ill Name: 3 ey Title: • AQUASOURCE/HIC, INC. B r" .0" /jY' Name: /2y/eiu ,E( Title: ././. /k POTOt O5OZ2gwoso21 HOUSTON1E77862.t -2- 4 ' EXRTBrr PLAN OF MERGER THIS PLAN OF MERGER ("Plan ") is dated as of August 13, 1998, and is made by AquaSource/HIC, Inc., a Texas corporation ( "ASHI ") and H2M Water Systems, Inc., a Texas corporation ( "H2M "). 1. The Merger. In accordance with Article 5.02 of the Texas Business Corporation Act CTBCA "), ASHI will be merged with and into H2M (the "Merger"). Following the Merger, H2M will continue as the surviving corporation, and the separate corporate existence of ASHI will cease. 2. Effeciiv_ Tan . The Merger shall become effective upon the filing of Articles of Merger with the Texas Secretary of State ( "Effective Time"). I,l 3. Terms and Conditions. All rights, title and interests to all real estate and other property owned by ASHI and all liabilities and obligations of ASHI shall be vested in H2M without further act or deed. The Merger will have the effects set forth in Article 5.06 of the TBCA. 4. Articles of Incorporation and Bylaws. The Articles of Incorporation of H2M, as in a effect immediately prior to the Effective Time, shall continue to be the Articles of Incorporation of ft H2M after the Effective Time. The Bylaws of H2M, as in effect immediately prior to the Effective Time, shall be the Bylaws of H2M after the Effective Time. 5. Manner and Basis of Converting Shares. Upon the Effective Time, each share of capital stock of H2M issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of H2M be converted into (i) the right to receive .08667 shams of fully -paid and nonassessable shares of Series A Preferred Stock, $100 liquidation preference per share, of DQE, Inc., a Pennsylvania corporation and the sole shareholder of ASHI, and (ii) the right to receive cash in the amount of $2.16666. 6. Amren imy t + Articles of nco ration. The Articles of Incorporation of H2M are amended by the Articles of Merger as follows: Article One of the Articles of Incorporation is hereby amended so as to read as follows: The name of the corporation is AquaSource/H2M, Inc. POTOL1o5ot291008021 HOUSTONl877869.1 TOTAL P.04 FILED of the in t h e Ottic Secretary of State At Teo. DEC 27 2000 ARTICLES OF MERGER action OF Corporations S AQUASOURCE UTILITY, INC., BRITMORE UTILITY, INC , BRUSHY CREEK UTILITY, INC , BUFFALO CREEK UTILITY, INC , CANDLELIGHT SERVICE COMPANY, AQUASOURCEICTU, INC. CREEKSIDE UTILITIES, INC., AQUASOURCE/CB, INC., LONGVIEW FOREST LAKE WATER SYSTEM, INC., FOREST WATER AND SEWER SERVICE CORPORATION, AQUASOURCE/GWS, INC , AQUASOURCE/H2M, INC., AQUASOURCE/HCUW, INC , AQUASOURCE/DWC, INC., INDUSTRIAL UTILITIES SERVICE, INC., AQUASOURCEIIWS, INC , LAKE PALESTINE WATER COMPANY, LAKE VISTA UTILITY COMPANY, LAKESIDE UTILITIES, INC , LEAGUE LINE UTILITIES, L.L.C., LEISUREWOODS WATER COMPANY, MEADOW WOODS WATER SUPPLY, INC., PEEK ROAD UTILITIES, INC., PINE TRAILS UTILITY CO , INC, REDWOOD UTILITIES, INC.. RIVERCREST WATER SYSTEMS, INC., ROSEHILL WATER CO., INC , AQUASOURCE/S &B, INC , SANDY CREEK UTILITIES, INC., SHADY HOLLOW ESTATES WATER SUPPLY CORPORATION, SUBURBAN AUSTIN WATER SYSTEMS, INC., TAL/TEX, INC , WESTERN HILLS WATER SYSTEM, INC., WILLIAMS WATER SUPPLY CORPORATION, WILLOW RUN PUBLIC SERVICE, INC ,. AND WOODCREEK UTILITIES, INC. Pursuant to the provisions of Article 5 16 of the Texas Business Corporation Act, the undersigned parent corporation adopts the following articles of merger for the purpose of merging the subsidiary corporations and the subsidiary Limited liability company into the parent corporation. 1. The names of the undersigned parent corporation, subsidiary corporations and subsidiary limited liability company and the states under the laws of which each are respectively established are Parent Corporation State of ' AgtiaSource Ui 1ity, Inc. Texas ,prrect/Indn'ect pwnershrp Subrrdrary Coryoratrons State of Ineorvoranon Interco of Parent Bntmore Utility, Inc Texas 100% Brushy Creek Utility, Inc. Texas 100% Buffalo Creek Utility, Inc Texas 100% Candlelight Serviet Company Texas 100% 'AquaSource/CTU, Inc Texas 100% Creekside Utilities, Inc Texas 100% AquaSourcc/CB, Inc Texas 100% Longview Forest Lake Water System, Inc Texas 100% Forest Water and Sewer Service Corporation Texas 100% AquaSource/OWS, Inc. Texas 100% AquaSource(R2M, Inc Texas 100% AquaSource/HCUW, Inc. Texas 100% AquaSource/DWC, Inc. Texas 100% Industrial Utilities Service, Inc Texas 100% AquaSource/IWS, Inc Texas 100% Lake Palestine Water Company Texas 100% Lake Vista Utility Company Texas 100% Page 1 of 3 .+ -.n , wv ^.. rn, '., r... ' Drrect/Indrrecr Owrrg9Jnp Subsrdum► Corporarrons _ State vJInco- ,oranon Interest gjParei'!r Lakeside Utilities, Inc Texas 100% Leisurewoods Water Company Texas 100% Meadow Woods Water Supply, Inc. Texas 100% Peek Road Utilities, Inc. Texas 100% Pme Traits Utility Co., Inc. Texas 100% Redwood Utilities, Inc. Texas 100% Rivercrest Water Systems, Inc Texas 100% Rosehill Water Co., Inc. Texas 100% AquaSource/S&B, Inc. Texas 100% Sandy Creek Utilities, Inc. Texas 100% Shady Hollow Estates Water Supply Corporation Texas 100% Suburban Austin Water Systems, Inc Texas 100% Tal/Tex, Inc Texas 100% Western Hills Water System, Inc Texas 100% Williams Water Supply Corporation Texas 100% Willow Run Public Service, Inc. Texas 100% Woodcreek Utilities, Inc. Texas 100% Direct Ownsrrhw Subsrdrary Limited Liability Conrnami State of Organteatron Interest of Parent League Line Utilities, L.L.0 Texas 100% 2 As to the undersigned parent corporation, the plan of merger was adopted in accordance with its constituent documents and the laws of Texas in the following manner The merger was adopted by the Board of Directors of AquaSource Utility, Inc on December 18, 2000, in accordance with the following resolutions: There has been submitted to and discussed by the Board of Directors a plan providing for the merger of this Company with its direct and indirect wholly -owned subsidiary corporations and limited liability company Britmore Utility. Inc , Brushy Creek Utility, Inc , Buffalo Creek Utility, Inc., Candlelight Service Company, AqueSource/CTU, Inc., Creekside Utilities, Inc., AquaSource/CB, inc. Longview Forest Lake Water System, Inc , Forst Water and Sewer Service Corporation, AquaSource/GWS, Inc., AquaSource/H2M, Inc., AquaSource/HCUW, Inc , AquaSource/DWC, Inc., Industrial Utilities Service, Inc , AquaSourcellWS, Inc , Lake Palestine Water Company, Lake Vista Utility Company, Lakeside Utilities, Inc , League Line Utilities, L.L.0 , Letsurewoods Water Company, Meadow Woods Water Supply, Inc , Peek Road Utilities, Inc., Pine Trails Utility Co., Inc., Redwood 'Utilities, Inc , Rtvercrest Water Systems, Inc LLosehitl Water Co., Inc., AquaSource/S &B, Inc., Sandy Creek Utilities, Inc,, Shady Hollow Estates Water Supply Corporation, Suburban Austin Water Systems, Inc., TaUTex, Inc , Western Hilts Water System, Inc, Williams Water Supply Corporation, Willow Run Public Service, Inc and Woodcreek Utilities, Inc This Board of Directors deems it to be in the best interests of the Company and its shareholders that this Company be merged with said companies. For this reason it is: RESOLVED that the terms and conditions of the Flan and Agreement of Merger submitted to the Board of Directors are approved and adopted, and that these companies Pagel of3 elk merge pursuant to the terms of the agreement effective 11:58 p m , Eastern Standard Time, December 31, 2000, without shareholder approval pursuant to Article 5 03 of the Texas Business Corporation Act. RESOLVED FURTHER that the officers of this Company are authorized and directed to execute and deliver to such companies, in the name of this Company, the Plan and Agreement of Merger submitted to the Board of Directors, a copy of which is attached, marked Exhibit "A," and incorporated here by reference. RESOLVED FURTHER, that the officers of the Company be, and hereby are authonzed and empowered by and on behalf of the Company, to execute and deliver all documents, certificates, instruments and agreements, pay all fees, and take all other action they deem necessary or appropriate to carry out the intent and purposes of the foregoing resolutions. 3 In accordance with Article 3 03(10 of the Texas Busyness Corporation Act shareholder approval for the merger was not requested or required 4 AquaSource Utility, Inc , the surviving entity, will be responsible for the payment of all fees and taxes of the companies which are party to the merger. 5 The merger will become effective 11 58 p.m , Eastern Standard Time, December 31, 2000 Dated December 18, 2000. AQUAS OUR U !MY, By - / . :,....aL.r P" Name. F : nk A •ffm Title president Page 3 of 3 ! EXHIBIT A PLAN AND AGREEMENT OF MERGER BETWEEN AQUASOURCE UTILITY, INC., BAITMORE UTILITY, INC , BRUSHY CREEK UTILITY, INC., BUFFALO CREEK UTILITY, INC„ CANDLELIGHT SERVICE COMPANY, AQUASOURCEICTU, INC., CREEKSIDE UTILITIES, INC., AQUASOURCE/CB, INC , LONGVIEW FOREST LAKE WATER SYSTEM, INC., FOREST WATER AND SEWER SERVICE CORPORATION, AQUASOURCE/GWS, INC , AQUASOURCF/HZM, INC , AQUASOURCE/IICUW, INC , AQUASOURCE/DWC, INC., INDUSTRIAL UTILITIES SERVICE, INC., AQUASOURCE/IWS, INC , LAKE PALESTINE WATER COMPANY, LAKE VISTA UTILITY COMPANY, LAKESIDE UTILITIES, INC . LEAGUE LINE UTILITIES, L.L.C., LEISUREW00DS WATER COMPANY, MEADOW WOODS WATER SUPPLY, INC., PEEK ROAD UTILITIES, INC., PINE TRAILS UTILITY CO., INC., REDWOOD UTILITIES, INC., RIVERCREST WATER SYSTEMS, 1Nc ROSEHILL WATER CO , INC , AQUASOURCEJS8rB, INC., SANDY CREEK UTILITIES, INC , SHADY HOLLOW ESTATES WATER SUPPLY CORPORATION, SUBURBAN AUSTIN WATER SYSTEMS, INC., TAIITEX, INC., WESTERN HILLS WATER SYSTEM, INC., WILLIAMS WATER SUPPLY CORPORATION, WILLOW RUN PUBLIC SERVICE, INC AND W0CDCREEK UTILITIES, INc. Plan and Agreement of Merger, dated December I8, 2000, between AquaSource Utility, Inc , a Texas corporation ("Parent Corporation" or "Surviving Corporation"), Britinore Utility, Inc., Brushy Creek Utility, Inc., Buffalo Creek Utility, Inc , Candlelight Service Company, AquaSource/CTU, Inc , Creckstde Utilities, Inc.. AquaSource/CB, Inc , Longview Forest Lake Water System, Inc., Forest Water and Sewer Service Corporation, AquaSoucce/QWS, Inc , AquaSource/H2M, Inc., AquaSource/HCUW, Inc , AquaSource/DWC, Inc, Industrial Utilities Service, Inc, AquaSource/IWS, Inc., Lake Palestine Water Company, Lake Vista Utility Company, Lakeside Utilities, Inc , Leisurewoods Water Company, Meadow Woods Water Supply, Inc , Peek Road Utilities, Inc , Pine Trails Utility Co., Inc., Redwood Utilities, Inc., Rivercrest Water Systems, Inc , Rosehiil Water Co, Inc, AquaSource/SdcB, Inc,, Sandy Creek Utilities, Inc., Shady Hollow Estates Water Supply Corporation, Suburban Austin Water Systems. Inc. Tal/Tex, Inc , Western Hills Water System. Inc , Williams Water Supply Corporation, Willow Run Public Service, Inc and Woodcreek Utilities, Inc . all of which are Texas corporations (collectively "the Subsidiary Corporations ") and League Line Uttl`rttes, L L C., a Texas limited liability company (the "Limited Liability Company" and collectively with the Subsidiary Corporations and the Surviving Corporation. the "Constituent Companies "). AquaSource Utility, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one hundred (100) authorized and issued shares of common stock without par value and one hundred (100) authorized and issued shares of preferred stock with a par value of 550,000.00 per share. Britmore Utility, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one thousand (1,000) authorized and 'issued shares of common stock with a pat value of 50.01 per share. Brushy Creek Utility, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows' one hundred thousand (100,000) authorized and one thousand (1,000) issued shares of common stock with a par value of 51 00 per share. None of the unissued shares have been reserved or set aside Page I of 11 Buffalo Creek Utility, Inc is a corporation organized and existing under the Iaws of Texas and having an authorized capitalization as follows• one thousand (1,000) authorized and issued shares of common stock with a par value of S1 00 per share. Candlelight Service Company is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows. one hundred (100) authorized and issued shares of common stock with a par value of S10.00 per share AquaSource /CTU, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one thousand (1,000) authorized and issued shares of common stock with a par value of 50.01 per share Creekside UaIities, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalitation as follows. one hundred thousand (100,000) authonzed and issued shares of common stock without par value. AquaSource/CB, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows- one thousand (1,000) authorized and issued shares of common stock with a par value of' 5100.00 per share Longview Forest Lake Water System, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows ten thousand (10.000) authorized and one thousand (1,000) issued shares of common stock without par value. None of the unissued shares have been reserved or set aside. Forest Water and Sewer Service Corporation is a corporation orgatzed and existing under the laws of Texas and having an authorized capitalization as follows: one hundred thousand (100,000) authorized and one thousand (1,000) issued shares of common stock with a par value of S1 00 per share. None of the unissued shares have been reserved or set aside AquaSource/OWS, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one thousand (1,000) authorized and issued shares of common stock with a par value of S1 00 per share AquaSourceIR2M, Inc. is a corporation organized and existing under the laws of Texas and having an authonzed capitalization u follows. one million (1,000.000) authorized and one thousand (1,000) issued shares of common stock without par value None of the unissued shares have been reserved or set aside AquaSource/HCUW, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows ten thousand (I0,000) authorized and one thousand (1,000) issued shares of common stock without par value None of the unissued shares have been reserved or set aside. AquaSource/DWC, The is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows• one thousand (1,000) authorized and issued shares of common stock without par value. Industrial Utilities Service, Inc is a corporation organized and casting under the laws of Texas and having an authorized capitalization as follows one hundred thousand (100,000) authorized and nine hundred, thirty two (932) issued shares of common stock with a par value of 51.00 per share. None ofthc unissued shares have been reserved or set aside Page 2 of 11 AquaSource/IWS, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization u follows. five hundred thousand (500,000) authorized and one thousand (1.000) issued shares of common stock with a par value of S1 00 per share None of the unissued shares have been reserved or set aside Lake Palestine Water Company is ' a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows• ten thousand (10,000) authorized and issued shares of common stock without par value Lake Vista Utility Company is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one thousand (1,000) authorized and issued shares of common stock with a par value of $1.00 per share. Lakeside Utilities, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one thousand (1,000) authonzed and issued shares of common stock with a par value of 5100 per share League Line Utilities, L L.0 is a limited liability company organized and existing under the laws of Texas and having one membership share and interest outstanding. Lelsurewoods Water Company is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows' one hundred thousand (100,000) authorized and forty two thousand, six hundred and sixty -three (42,663) issued shares of common stocks with a par value of S1 00 per share None of the unissued shares have been reserved or set aside Meadow Woods Water Supply, Inca is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one thousand (1.000) authorized and issued shares of common stock with a par value of x1.00 per share. Peek Road Utilities, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one hundred thousand (100,000) authorized and one thousand (1.000) issued shares of common stock wrthont par value None of the unissued shares have been reserved or set aside Pine Trails Utility Co , Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: five hundred thousand ( 500,000) authorized and ten thousand (1 0,000) issued shares of common stock with a par value of S1 00 per share None of the unissued shares have been reserved or set aside. Redwood Utilities, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one hundred thousand (100.000) authorized and one thousand (1,000) issued shares of common stock without par value None of the unissued shares have been reserved or set aside Rivercrest Water Systems, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows. ten thousand (10,000) authorized and one thousand (1,000) issued shares of common stock with a par value of 51 00 per share None of the unissued shares have been reserved or set aside. Rosehill Water Co., Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one million (1,000,000) authorized and one thousand (1,000) issued Page 3 of 11 shares of common stock with a par value of $1 00 per share None of the unissued shares have been reserved or set aside. AquaSource/S &B, Inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows one thousand (1,000) authorized and issued shares of common stock without par value. Sandy Creek Utilities, Inc. is a corporation organized and existing under the laws of Texas and having an authorised capitalization as follows. ten thousand (10,000) authorized and issued shares of common stock with a par value of $0 10 per share Shady Hollow Estates Water Supply Corporation is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows. one million (1.000,000) authorized and one thousand (1,000) issued shares of common stock with a par value of 5010 per share. None of the unissued shares have been reserved or set aside. Suburban Austin Water Systems, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one hundred thousand (100,000) authorized and eighty seven thousand, nine hundred and ninety -nine (87,999) issued shares of common stock with a per value of $1.00 per share. None of the unissued shares have been reserved or set aside Tal/Tex, Inc is a corporation organized and existing under the laws of Texas and having an authorized - capitaiization as follows: one hundred thousand (100,000) authorized and one thousand (1,000) issued shares of common stock with a par value of $1.00 per share. None of the unissued shares have been reserved or set aside. Western Hills Water System, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one hundred thousand (100,000) authorized and twenty four thousand. two hundred and seven (24,207) issued shares of common stock with a par value of $1.00 per share Nona of the unissued shares have been reserved or set aside. Williams Water Supply Corporation is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows: one thousand (1,000) authorized and issued shams of common stock with a par value of $1 00 per share. Willow Run Public Service, inc. is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows. one million (1.000,000) authorized and one thousand (1,000) issued shares of common stock without par value and two thousand (2,000) authorized and issued shares of preferred stock with a par value of $1,000.00 per share None of the unissued shares have been reserved or set aside Woodcreek Utilities, Inc is a corporation organized and existing under the laws of Texas and having an authorized capitalization as follows. one hundred thousand (100,000) authonzcd and issued shares of common stock without par value The Board of Directors of the Parent Corporation and the Subsidiary Corporations and the Board of Managers of the Limited Liability Company deem it desirable and in the best interests of the companies and their shareholders/members that the Subsidiary Corporations and the Limited Liability Company be merged into the Parent Corporation Therefore, in consideration of the mutual promises and covenants. and subject to the conditions set forth here, the Constituent Companies agree as follows: Page 4 of 11 1 The Constituent Companies shalt be merged into a single corporation by the Subsidiary Corporations and the Limited Liability Company merging into and with Parent Corporation, which shall survive the merger, pursuant to the provisions of the Texas Business Corporation Act Upon this merger, the separate corporate existence of the Subsidiary Corporations and the Limited Liability Company shall cease and the Surviving Corporation shall become the owner, without other transfer, of all the rights and property of the Constituent Companies, and the Surviving Corporation shall become subject to all the debts and liabilities of the Constituent Companies in the same manner as if the Surviving Corporation had itself incurred them 2 The nanie of the Surviving Corporation shall be AquaSource Utility, Inc. The purposes, county where the principal office for the transaction of business shall be located, number of directors and the capital stock of the Surviving Corporation shall be as they appear in the articles of incorporation of the Surviving Corporation as amended and u set forth here. 3 The bylaws of the Parent Corporation, u In effect on the effective date, shall be the bylaws of the Surviving Corporation until the same shall be altered, amended or repealed, or until new bylaws are adopted as provided therein 4 The names and addresses of the persons who shall constitute the Board of Directors of the Parent Corporation, will continue to the hold the same offices in the Surviving Corporation until the first annual meeting of the shareholders of the Surviv rag Corporation. 5. Shares of the Constituent Companies shall be converted into shares of the Surviving Corporation as follows. (a) Shares of AquaSource Utility, Inc.. Each share of common stock without par value that is issued and outstanding on the effective date of merger shall continue to be one share of common stock without par value of the Surviving Corporation and each share of preferred stock with a par value of $50,000 00 that is issued and outstanding on the effective date of the merger shall continue to be one share of preferred stock with a par value of S50,000 00 of the Surviving Corporation (b) Stock of Bntmore Utility, Inc.. Each share of common stock having a par value of $0.01 per share that is issued and outstanding on the effective date of the merger shall be cancelled (c) Stock of Brushy Creek Utility, Inc. Each share of common stock having a par value of $1.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled (d) Stock of Buffalo Creek Utility, inc.. Each share of common stock having a par value of $I OD per share that is issued and outstanding on the effective date of the merger shall be cancel led. (e) Stock of Candlelight Service Company. Each share of common stock having a par value of 510 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (1) Stock of AquaSource/CT1l, Inc.' Each share of common stook having a par value of 50.01 per share that is issued and outstanding on the effective date of the merger shall be cancelled (g) Stock of Creekside Utilities, Inc • Each share of common stock without par value that is issued and outstanding an the effective date of the merger shall be cancelled (h) Stock of AquaSource/CS Inc Each share of common stock having a par value of S100.00 per share that is Issued and outstanding on the effective date of the merger shall be cancelled Page 5 of 11 (i) Stock of Longview Forest Lake Water System, Inc.. Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled. (j) Stock of Forest Water and Sewer Service Corporation. Each share of common stock having a par value of SI 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (k) Stock of AquaSource/GWS, Inc.. Each share of common stock having a par value of S I.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (1) Stock of AquaSource/H2M, Inc Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (m) Stock of AquaSource/HCUW, Inc. Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (n) Stock of AquaSource/DWC, Inc • Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled. (o) Stock of Industrial Utilities Service, Inc : Each share of common stock having a par value of 51.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (p) Stock of AquaSource/IWS, Inc • Each share of common stock having a par value of SI 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (q) Stock of Lake Palestine Water Company Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled. (r) Stock of Lake Vista Utility Company Each share of common stock having a par value of 51.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (s) Stock of Lakeside Utilities, Inc. Each share of common stock having a par value of SI 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (t) League Line Utilities, L.L C The limited liability company interest(s) on the effective date of the merger shall be cancelled (u) Stock of Leisurewoods Water Company Each share of common stock having a par value of $1.00 per share that is issued and outstanding an the effective date of the merger shall be cancelled (v) Stock of Meadow Woods Water Supply, Inc . Each share of common stock having a par value of Sl 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled (w) Stock of Peek Road Utilities, Inc Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (x) Stock of Pine Trails Utility Co , Inc Each share of common stock having a par value of 51.00 per share that is issued and outstanding on the effective data of the merger shall be cancelled (y) Stock of Redwood Unttues, Inc . Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (z) Stock of Rivererest Water Systems, Inc . Each share of common stock having a par value of $1.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (aa) Stock of RosehilI Water Co., Inc. Each share of common stock having a par value of 51.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled Page 6 of 11 (bb) Stock of AquaSource/S&B, Inc. Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (cc) Stock of Sandy Creek Utilities, Inc.: Each share of common stock having a par value of 50.10 per share that is issued and outstanding on the effective date of the merger shall be cancelled (dd) Stock of Shady Hollow Estates Water Supply Corporation Each share of common stock having a par value of S0 10 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (ee) Stock of Suburban Austin Water Systems, Inc.. Each share of common stock having a par value of SI 00 per share that is issued and outstanding on the effective date of the merger shall be cancelled (ff) Stock of Tal/Tex, Inc.: Each share of common stock having a. par value of 5100 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (gg) Stock of Western Hills Water System, Inc Each share of common stock havtng a par value of S1.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (hh) Stock of Wilhams Water Supply Corporation. Each share of common stock having a par value of 51.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled ( u) Stock of Willow Run Public Service, Inc . Each share of common stock without par value and each share of preferred stock with a par valve of S1,000.00 per share that is issued and outstanding on the effective date of the merger shall be cancelled. (y) Stock of Woodcreek Utilities, Inc.: Each share of common stock without par value that is issued and outstanding on the effective date of the merger shall be cancelled (kk) On and after the effective date of the merger, all of the shareholders in the Subsidiary Corporations shall surrender their certificates of stock in those corporations to the Surviving Corporation by detivenng the same to its appointed agent. Martin J. Stanek, Vice President and Secretary of the Surviving Corporation. at 2.00 Corporate Center Drive, Suite 300, Coraopolis, Pennsylvania 15108. On receiving the certificates, the Surviving Corporation shall cancel such certificates (U) On and after the effective date of the merger, the member of the Limited Liability Company shall surrender its membership certificates in the Limited Liability Company to the Surviving Corporation by dehvenng the same to its appomted agent, Martin 3. Stanek, Vice President and Secretary of the Surviving Corporation, at 200 Corporate Center Drive, Suite 300, Coraopolis, Pennsylvania 15108 On teceivutg the certificates, the Surviving Corporation shall cancel such certificates. 6 Neither the Subsidiary Corporations, the Limited Liability Company, nor the Parent Corporation shall, prior to the effective date of the merger, engage in any activity or transaction other than in the ordinary course of business, except as contemplated by this Plan and Agreement of Merger. 7 The directors or managers of each Constituent Company may, in their discretion, abandon this merger, subject to the rights of third parties under and contracts relating to this merger without further action or approval by the shareholders of the corporation or members of the limited liability company, at any time before the merger has been completed 8 This Plan and Agreement of Merger may be executed in any number of counterparts, and all such counterparts and copies shall be and constitute one original instrument. Page 7 of 11 9 The officers of the Constituent Companies shall execute any other required documents that may be necessary to effect this Plan and Agreement of Merger The parties hereto have caused this Plan and Agreement of Merger to be executed by their duly authorized officers on the date first above written. (SIGNATURES ON FOLLOWING THREE (3) PAGES) Page 8 of 1 , ,,1 -∎ ,.n• 11J.1'v ,in1 1 ,A T nAr1�f . , 777 AQUASOURCE U TUrTY, INC. CREEKSIDE UTt urns, INC. By. By: Name . Frank A Hoffmann Name: Frank A Hoffmann Title President Tide' President BRITMORE UTILITY, INC. AQUASOURCE./CB, INC. B By: Name. Frank A Hoffmann Name: Frank A Hoffmann Title. President Title, President BRUSHY CREEK UTILITY, INC. LONGVIEW FOREST LAKE WATER SYSTEM, INC. By By. Name: Frank A Noffrgann Name Frank A Hoffmann Title: _Emituo Title: P evident BUFFALO CREEK UTILITY, INC. FOREST WATER AND SEWER SERVICE CORPORATION By. By Name Frank A Hoffmann Name: Frank A. Hoffmann Title- President Title President CANDLELIGHT SERVICE COMPANY AQUASOURCE/GWS, INC. By: By: Name. Frank A. Hof nann Name: Frank A Hoffmann Title: President Title. President AQUASOURCE/CTU, WC. AQUASOURCVBZM, INC. By BY Name: Frank A Hoffmann Name: .Frank ,�Hof'mann Title. President Title: President Page 9 of 11 cTicT .+ P *ac TaP Tn 1,3 =lc sir1r IH>V1, -) 11 1 Ja ?t aaa7 - T -,7-rt AQUASOURCt JRCUW, INC. LAKESIDE UTILITIES, INC. By By Narne. Name' Frank A Hoffmann Title. President Title' _President AQUASOURCL/DWC, IrrC. LBACUE LINE UTILITIES, L.L.C. By By: Name: Frank A Hoffmann Name: Funk A. Hoffmann Title. President _ Title President INDUSTRIAL UTILITIES SERVICE, INC. LEISuREWOODS WATER COMPANY B By: Name Frank A. Joffinann Name Frank A Hoffmann Title: President Title: Presides A QUASOURCPIIWS, INC. MZADOW WOODS WATER SUPPLY, INC. By By: Name, Frank A, Hamann Name. Frank A Hoffmann Title' President Title _President LAKE PALESTINE WATER COMPANY PEEK ROAD UTILITIES, INC. By. By: Name: Frank A. Hoffmann Name. Frank A. Hoffmann Title: President Title: Preudent_ LAKE VISTA UTILITY COMPANY PINE TRAILS UTILITY CO., INC. By: By Name: Frank A Hoffmann Name: Frank A Hoffmann Title: Pt dent Title. President Page 10 of I 1 REDWOOD UTILTr113, INC. SUSURDAN AUSTIN WATER SYSTEMS, INC. By By: Name Frank A. Hoffmann Name Frank A Hoffmann Title Presider} Title. President RIVERCREST WATER SYSTEMS, INC. TALfTEx, INC. By: By Name, Frank A Hoffmann Name. Frank A 99ffnann Title' President Title' President ROSEHILL WATER CO., INC. WESTERN HILLS WATER SYSTEM, INC. By By Name. Frank A Hoffmann Name. Prank A Hoffmann Title President Title' President AQUASOURCE/S &B, INC. WILLIAMS WATER SUPPLY CORPORATION By By Name. Frank A Hoffmann Name, Frank A Hoffmann Title, President Title President SANDY CREEK UTILITIES, INC. WILLOW RUN PUBLIC SERVICE, INC. By By. Nurse. Frank A Hoffmann Name' Frank A Hoffmann Titic President Title. President SHADY HOLLOW ESTATES WATER SUPPLY WOODCREEK UTIUTItS, TNC. CORPORATION By By Name Frank A Hoffmann Name Frank A Hoffmann Title President ____ Title. President Page 11 all P.©2 / ©4 7AN -15 -2204 14: 54 Form 404 Rev. (09/03) Form 404 �T g _ This space reserved for office use. (revised 9/03) c, '0 ` :4. In the Office of the Secretary of State of Texas Articles of Amendment JAN 1 2004 Pursuant to Article 4.04, Texas $usiness Corporation Act Corporations Section Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711 -3697 FAX: 512/463 -5709 Filing Fee: $150 _ Article 1 —Name The name of the corporation is as set forth below: Aqua Source Utility, Inc. State the name of the entity as it is currently shown in the records of the secretary of state, if the amendment changes the name of the entity, state the old name and not the new name in Article 1. The filing number issued to the corporation by the secretary of state is: Article 2-- Amended Name (if the purpose of the articles of amendment is to change the name of the corporation, then use the following statement) The amendment changes the articles of incorporation to change the article that names the corporation, The article in the Articles of Incorporation is amended to read as follows: The name of the corporation is (state the new name of the corporation below) Aqua Utilities, Tr.,c. The name of the entity must contain an organizational ending or accepted abbreviation of such tcmt. The namc must not he the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended. TX W t • rrob„3 C r by.ren OA Uue • JAN -15 -2004 14:54 P. 03/04 Article 3 — Amendment to Registered Agent/Registered Office The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows: Registered Agent of the Corporation (Complete either A or B, but not both. Also complete C.) A. The registered agent is an organization (cannot be corporation named above) by the name of: OR B. The registered agent is an individual resident of the state whose name is set forth below. First Name MI Last Name Suffix Registered Office of the Corporation (Cannot he a P.O. Box.) C. The business address of the registered agent and the registered office address is: Street Address City State Zip Code TX Article 4 — Other Altered, Added, or Deleted Provisions Other changes or additions to the articles of incorporation may be made in the space provided below. lithe space provided is insufficient to meet your needs. you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format. Text Area (The attached addendum, if any, is incorporated herein by reference.) Article 5—Date of Adoption The date of the adoption of the amendment(s) by the shareholders of the corporation, or by the board of directors where no shares have been issued is December 19, 2003 Article 6— Statement of Approval The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation. Ixuee • ,,0310J r r eyflan unnnt JAN -15 -2004 14:54 P.04/04 Effective Da te of Filing. ❑A. This document will become effective when the document is filed by the secretary of state. OR CB. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state, The delayed effective date is Jan.16, 2004 1 1:59PM L Execution The undersigned signs this document s•abject to the penalties imposed by law for the submission of a false or fraudulent document. • /! L. / /ti e Signal • of Authorized Officer atc rzone . wits/1i r r ynun Onlf.. TOTPL P.04 FE2-O3-2004 15:1? P.02.12 FILED 4��N F OF 1n the Office of the /c. Office of the Secretary of State Secretary of State of Texas x o ' , Corporations Section FEB 0 3 200k ' "'' ' ` ° P.O. Box 13697 `"_;� Austin, Texas '78711-3697 Corporations Section ASSUMED NAME CERTIFICATE FOR FILING WITH THE SECRETARY OF STATE 1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Aqua Utilities, Inc. 2. The assumed name under which the business or professional service is or is to be conducted or rendered is Aqua Texas, Inc. 3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas and the address of its registered or similar office in that jurisdiction is CT Corpgration System. 1021 Main Street, Houston, Texas 77002 4. The period, not to exceed 10 years, during which the assumed name will be used is 10 years 5. The entity is a (check one): A. © Business Corporation ❑ Non - Profit Corporation 0 Professional Corporation 0 Professional Association ❑ Limited Liability Company ❑ Limited Partnership 0 Registered Limited Liability Partnership B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and loan association, etc.) 6. If the entity is required to maintain a registered office in Texas, the address of the registered office is CT Co .oration S stem, 1021 Mein Street, Houston. Texas 77002 and the name of its registered agent At such address is CT Corporation System The address of the principal office (if not the same as the registered office) is 1421 Wells Branch Parkway, Suite 105, Pfluaerville, Texas 78660 no) . 1*410U Cr sr•■aM 0.9.. FEB-03-2004 15:17 P.03.'17 7. lithe entity is not required to or does not maintain a registered office in Texas, the office address in Texas is N/A and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is N/A and the office address elsewhere is 8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are Of applicable, use the designation "ALL" or "ALL EXCEPT ") 9. The undersigned, if acting in the capacity of an attorney -in -fact of the entity, certifies that the entity has duly authorized the attorney -in -fact in writing to execute this document. By / gnat e o o icer, genera partner, manager, representative or attorney -in -fact of the entity NOTE This form Is deafened to meet statutory requirements for Mine with the secretary of state and is not deslrned to meet fllln neuIremet an the county levy, Filin reguirement4 ror assumed name tj�►cpmeats to be filed with the county clerk differ. Aseumed name ,Qtcumicu s fled with the ct uj ty clerk are to Ile executed and aci_cmy,Issigsd by the Mine p*rty. which requires that the tiocturnent be notariztcit Form No. 503 Revised 9199 TX W 7. 4UYH10 Cr nyttero Online FEE -03 -2004 15:17 P. 04,12 %1 I STATE OF-FL AS COUNTY OF MCl l - 5 _._____ Before me on this o a� f ��� A day of u.... it./ ado y, personally appeared �OZ1 ). 7 ( _ and acknowledged to me that he he/she executed the foregoing certificate for the purposes therein expressed. My Commission Expires: ci.etv.32,:i o< Notary Public, Sate of Tomas - r rinsy/vcvt eG.. . . - COM OF PENNSYLVANIA - Nottutal Seal :: Lles Pubk S . Pbenwekt Now). � 1p r Merton Twp., Monlpomery My Cor fires Jam 19, 2008 • m . : Aierr� Qin le Ass Assoela tlon Or Notarlee • rxnu -4m+ron cr sy„tIll o u,ec UOC -L4bUL - * * ** Electronically Filed Document * * ** Denton County Cynthia Mitchell County Clerk Document Number: 2011 -24602 Recorded As : ERX- AFFIDAVIT Recorded On: March 17, 2011 Recorded At: 08:45:59 am Number of Pages: 28 Recording Fee: $119.00 Parties: Direct- AQUA UTILITIES INC Indi rect- Receipt Number: 773639 Processed By: Patsy Sallee * *** * * * * * * ** THIS PAGE IS PART OF THE INSTRUMENT * ***** * * * * ** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. THE STATE OF TEXAS) GQU1V COUNTY OF DENTON) _'� ,�• 1 !hereby etrtily tb.t this imtmwent was FILED in the File Number sequence on the dne/time .l �. � ,y t printed heron, end won duly RECORDED in the Officio] Reuordt of Denton County, Timm. r p' I % Y 5 ' ^` e r I� C/ � 24t. .4p. Comfy Clerk ,,,Z83 .� Denton County, Tessa