Res 1997-037 - Laserfiche WebLink

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¡--- I I i I , EXHIBIT B PLAN OF LIOUIDA TION FOR ELIM WATER CaMP ANY. INc. 6jJC- 1. Elim Water Company, Inc. (the "Corporation"), a corporation organized by and under the laws of the State of Texas, shall proceed to a complete liquidation according to the procedure set forth in this plan. . 2. The plan has been approved by the City of San Marcos (the "City"), the sole shareholder in the Corporation. 3. Upon the adoption of this plan, the Corporation will conduct no further business unless it is necessary to wind up its affairs. 4. The Corporation \vill discharge the following Corporation debts by payment in the amounts shown and obtain a full and complete release in exchange for the payment: Pavee Tvpe of Debt Original Amt. Pavoff Amt. Jimmy G. Parker Note $125,000 $15,536.45 Howard Leath Note $100,000 $14,906.50 Terry Ellison Note $55,000 $55,458.33 (incl. I montp interest) San Marcos Factory Stores Contract $565,000 $447,000 (discounted to present value) Lowman Ranch, Ltd. Contract $18,000 $14,000.14 5. The City will pay all other debts of the Corporation 'as they become due. 6. The Corporation \vill transfer all real property interests of the Corporation to the City by warranty deed. The Corporation will convey its utility plant in place and all other personal property of the Corporation to the City by bill of sale. 7. The City will apply to the Texas Natural Resource Conservation Commission (the "TNRCC") to transfer and merge the Corporation's Certificate of Convenience and Necessity ("CCN") No. 11564 \vith the City's CCN No. 10298. 8. The Corporation's rates, tariffs and policies will apply to the Corporation's water system until March 15, 1997. Effective on March 16, 1997, the City's rates, tariffs and policies will apply to the system. 9. After the completion of the payment of the debts referred to in item 4 above, the transfer and conveyance of the Corporation's assets to the City described in item 6 above, and the TNRCC's approval of the transfer and merger of the Corporation's CCN with the City's CCN, the Corporation shall be dissolved in accordance with the laws of the State of Texas. 10. The officers of the Corporation shall perform all acts necessary to carry out the details of this plan.