1975R10-Agreement with Bexar County
RESOLUTION NO. 7S-I<-~ If)
A RESOLUTION APPROVING THE PURCHASE OF
RITTlMANN WATER WORKS IN ACCORDANCE WITH
THE AGREEMENT OF DECEMBER 16, 1974, BETWEEN
RAY WALTER RITTlMANN AND WIFE, FERDYNE ~EIN
RITTlMANN, AND THE CITY OF SCHERTZ, TEXAS,
AND AUTHORIZING THE MAYOR AND CITY SECRE-
TARY TO SIGN AND EXECUTE THE AGREEMENT AND
DIRECTING A COpy OF THE AGREEMENT TO BE
FILED IN THE BEXAR COUNTY CLERK'S OFFICE.
WHEREAS, Ray Walter Rittimann and wife, Ferdyne Klein
Rittimann, owners of Rittimann Water Works,
have requested the City of Schertz to pur-
chase Rittimann Water Works; and
WHEREAS, the service area of Rittimann Water Works
is within the legal extra-territorial juris-
diction of the City of Schertz; and
WHEREAS, the City of Schertz presently, by contract,
sells water to Rittimann Water Works; and
WHEREAS, the City of Schertz desires to fulfill any
obligation it may have to the residents
(within the service area of Rittimann Water
Works) or (of Rittimann Addition).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL o F THE
CITY OF SCHERTZ, TEXAS, that
the purchase of Rittimann Water Works, according to the
agreement of December 16, 1974, be approved; and that the
Mayor and City Secretary be authorized to sign and execute
the agreement; and that a copy of the agreement shall be
filed in the Bexar County Clerk's Office.
PASSED, APPROVED AND ADOPTED this the I-d- day of
Q~K" I , 19 7S- .
art e ~-,L.J
Mayor, City of Schertz, Texas
ATTEST:
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AGREEMENT
STATE OF TEXAS I
COUNTY OF BEXAR I
This Agreement is dated December 16, 1974, and is be-
tween RAY WALTER RITTlMANN and wife, FERDYNE KLEIN RITTlMANN,
hereinafter called "RITTlMANN", doing business as RITTlMANN
WATER WORKS, a sole proprietorship, and the CITY OF SCHERTZ,
a duly incorporated municipality under the laws of the State
of Texas, hereinafter called "SCHERTZ".
1. PURPOSE
1:1 RITTIMANN and SCHERTZ, by and through their duly
authorized representatives, have deemed it desir-
able,necessary, and in the best interests of all
concerned parties, whether named herein or not,
to enter into this agreement whereby SCHERTZ shall
purchase from RITTIMANN the going concern know as
RITTlMANN WATER WORKS, hereinafter called "WATER
WORKS".
1:2 Therefore, RITTIMAl~ and SCHERTZ, in consideration
of the premises and of the mutual provisions,
agreement, covenants, conditions and grants herein
contained, and in accordance with the applicable
provisions of the laws of the State of Texas, do
hereby agree as follows hereinbelow.
2. PURCHASE
2:1 As of the Effective Date of this Agreement,
December 31, 1974, hereinafter referred to as
"EFFECTIVE DATE", RITTIMANN, for and in consider-
ation of TEN AND NO/100 DOLLARS ($10.00) and
other good and valuable consideration paid and
received from SCHERTZ, shall grant, sell and
convey WATER WORKS to SCHERTZ.
2:2 As soon as possible after the EFFECTIVE DATE,
SCHERTZ shall change, alter, and amend the name
of WATER WORKS in that the word "RITTIMANN"
spall no longer be a part thereof.
3. RIGHTS, OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES
3:1 On and after the EFFECTIVE DATE, the separate
existence of WATER WORKS shall cease and SCHERTZ
shall possess all the rights, privileges, powers
and franchises of a public as well as of a
private nature, and be subject to all the restric-
tions, liabilities and duties of WATER WORKS, and
all and singular, the rights, privileges, powers
and franchises of WATER WORKS, and all property,
real, personal and mixed, and all debts due to
WATER WORKS on whatever account, and all other
things in action of or belonging to WATER WORKS
shall be vested in SCHERTZ; and all property,
rights, privileges, powers and franchises, and
all and every other' interest shall be thereafter
as effectually the property of SCHERTZ as they
were of WATER WORKS and/or RITTIMANN and the title
to any real estate, less than fee simple absolute,
defeasible or indefeasible, vested by deed or
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otherwise in WATER WORKS and/or RITTIMANN,
shall not revert or be in any way impaired
by reason of this Purchase, provided that all
rights of creditors and all liens upon any
property of WATER WORKS shall be preserved
unimpaired, and all debts, liabilities and
duties of WATER WORKS related thereto, shall
shall henceforth attach to SCHERTZ and may
be enforced against SCHERTZ to the same
extent as if said debts, liabilities and
duties had been incurred or contracted by
SCHERTZ.
3:2 From time to time as and when requested by
SCHERTZ, and to the extent permitted by law,
RITTlMANN will execute and deliver such deeds
and other instruments and will take or cause
to be taken such further or other actions as
shall be necessary in order to vest or perfect
in or to confirm of record or otherwise to
SCHERTZ title to, and possession of, all the
property,interests, assets, rights, privileges,
immunities, powers, franchises and authority of
WATER WORKS.
3:3 WATER WORKS and SCHERTZ are duly organized,
with power and authority to own and operate
their respective businesses and properties
and to carry on such businesses substantially
as presently conducted by them.
3:4 RITTIMANN and SCHERTZ each warrant that neither
the execution nor delivery of this Agreement
nor its performance by WATER WORKS and/or
RITTlMANN and/or SCHERTZ will violate 'any
provision of any judicial or administrative
order, award, judgment or decree applicable
to WATER WORKS or SCHERTZ or result in a
violation or breach of any term or provision
of, or constitute a default under any agreement
to which RITTIMANN and/or WATER WORKS and/or
SCHERTZ are a party or by which WATER WORKS
or SCHERTZ OR their property may be bound
or affected.
3:5 RITTIMANN warrants that WATER WORKS is free
and clear of any and all liens, pledges, encum-
berances, charges, agreements or claims.
3 :'6 RITTIMANN warrants that all applicable tax re-
turns have been filed thru the year ended
December 31, 1973, and all amounts paid which
have been assessed as a result thereof. No
waiver of statutes of limitations are in effect
in respect to such returns.
3:7 RITTIMANN warrants that neither RITTIMANN nor
WATER 'WORKS have any accrued or determined
liability or obligation or any contingent
liability which has been, is, or may become
a material adverse change or effect on WATER
WORKS.
3:8 To the best of its knowledge, WATER WORKS pre-
sently has those licenses, permits and other
authorizations from all governmental authorities
necessary for the conduct of the business or
operation of WATER WORKS, as now conducted;
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and RITTIMANN has no knowledge of any reason
why such licenses, permits, and other authori-
zations will not be continued for, or grants
thereof renewed, as and to the extent necessary,
to SCHERTZ subsequent to the EFFECTIVE DATE
hereof.
4. TRANSFER OF PROPERTY AND CONDUCT OF BUSINESS
4:1 RITTlMANN will make available to SCHERTZ all
records, receipts and other instruments relating
to its business on or after the EFFECTIVE DATE
hereof.
4: 2 RITTlMANN will not be liable for conduct of the
business of WATER WORKS after the EFFECTIVE DATE
and SCHERTZ will be liable for the conduct of the
business of WATER WORKS after the EFFECTIVE DATE.
4:3 RITTlMANN shall not be liable, jointly or severally,
nor shall indemnify and hold SCHERTZ harmless from
and against all losses, liabilities, costs, and
expenses arising out of or resulting from any claims,
losses, damages, or actions arising after the EFFEC-
TIVE DATE hereof not covered by section three above.
4:4 Each of the parties hereto expressly states herein
that title to real property conveyed herein and as
a result hereof, shall be less than fee simple title.
That is, passage of title shall be to easements and
right-of-ways and not to full title and ownership
of any real property as a result of this agreement.
5. EXPENSES
5:1 Each party hereto agrees to pay, without right of
reimbursement from the other, the costs incurred
incident ot the performance of said property here-
under prior to the EFFECTIVE DATE hereof. After
the EFFECTIVE DATE, RITTlMANN shall only be liable
for the attorney fees of THOMAS R. CRUMP and ex-
penses directly related thereto. SCHERTZ shall,
after the EFFECTIVE DATE hereof, shall be liable
for any and all other related expenses and costs,
including, but not limited to, attorney fees of
RICHARD W. HARRIS, engineering costs, title in-
surance fees, surveying costs, and so forth.
6. MISCELLANY
6:1 This Agreement cannot be changed or any performance
of condition waived in whole or in part except by
a writing signed by the party against whom enforce-
ment of the change or waiver is sought. Any term
or condition of this Agreement'may be waived at
any time by the party hereto entitled to the benefit
thereof; and any such term or condition may be
modified at any time by an agreement in writing.
6:2 This Agreement, once fully executed by the parties
herein, shall relate back to the date first written
above and shall be deemed effective from that date
forward, as if this Agreement had been fully executed
on such date.
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6:3 Any notice, request, instruction, consent, waiver
or communication under this Agreement shall be
effective only if it is in writing and personally
delivered or sent by certified mail, postage pre-
paid, addressed as follows:
If to RITTIMANN or WATER WORKS:
RITTIMANN WATER WORKS
c/o Thomas R. Crump, Esquire
109 West Gonzales
Seguin, Texas 78155
If to SCHERTZ:
CITY OF SCHERTZ
c/o Richard W. Harris, Esquire
1517 Tower Life Building
San Anton~o, Texas 78205
and to such other address as either party may
designate by written notice to the other.
6:4 This Agreement shall be governed by and construed
in accordance with the law of the State of Texas.
6:5 For the convenience of the parties hereto, this
Agreement may be executed in one or more counter-
parts, each of which shall be deemed to be an
original, but all of which together shall consti-
tute one and the same instrument.
6:6 This Agreement shall inure to the benefit of and
be binding upon all parties hereto and their
respective successors and assigns in interest.
RITTIMANN:
WATER WORKS:
I
+a!~~,.. ~[ V~r'~ .~tL
" WALTER RIT IMANN FERDYN KLEIN RITTIMANN
,
SCHERTZ:
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1
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Attorney