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HomeMy WebLinkAboutRDA RES 468RESOLUTION NO. 468 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT ` AGENCY ELECTING TO DISSOLVE COUNTRY CLUB ESTATES, INC. AND TAKE NECESSARY AND REQUIRED ACTIONS, INCLUDING NOTIFICATION OF CREDITORS/CLAIMANTS AND DISTRIBUTION OF ASSETS, IN CONNECTION THERWITH RECITALS: WHEREAS, Country Club Estates, Inc., a California nonprofit mutual benefit corporation ("Estates"), is the owner of fee simple title to the one hundred forty-one (141) unit apartment complex commonly known as"Country Club Estates," located in the City of Palm Desert, County of Riverside, State of California, at 77-101 — 77-111 California Drive (the "Complex"); and WHEREAS, Estates was formed on June 12, 1978, and is currently governed by Amended and Restated Bylaws adopted in 1990 (the "Bylaws") and Articles of Incorporation filed in 1978 and a Certificate of Amendment thereof filed in 1979 (collectively, the "Articles"); and WHEREAS, Palm Desert Redevelopment Agency, a California public body, corporate and politic ("Agency"), is the owner of all one hundred forty-one (141) membership certificates in Estates (the "Certi cates"); and WHEREAS, by virtue of Agency's ownership of the Certificates, Agency is also the owner of a leasehold interest in all one hundred forty-one (141) apartment units that comprise the Complex (the "Units"); and WHEREAS, Agency desires to obtain fee simple ownership of the Complex in order to simplify its ownership and management thereof; and WHEREAS, to effectuate Agency's direct ownership and management of the Complex, Agency shall first quitclaim all of its interest therein to Estates and then direct Estates to grant all of its interests therein to Agency and Agency shall assume all of Estates obligations with respect to the Complex; and WHEREAS, upon Agency obtaining direct ownership and management of the Complex, Estates will no longer perform the sole duties that the Articles and the Bylaws provide Estates with the power to perform; and WHEREAS, Agency has therefore elected to wind up and dissolve Estates. NOW, THEREFORE, AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are all true and correct. 3 08. Resolution No. -468 Section 2. Transfer to Estates. The Quitclaim Deed proposed for execution by Agency in the form presented at this meeting, and on file with the City Clerk of City ("City Clerk"), is hereby approved (the "Quitclaim"). Jean M. Benson, acting alone in her capacity as Chairperson of Agency ("Authorized Officer"), is hereby authorized and directed, for and in the name and on behalf of Agency, to execute and deliver the Quitclaim to Estates with such additions or changes as Authorized Officer may approve (such approval to be conclusively evidenced by Authorized Officer's execution and delivery thereo�. Section 3. Dissolution of Estates. Pursuant to, and in accordance with, California Government Code Division 2, Part 2, Chapter 16 (starting with Section 8610), Agency shall dissolve Estates as follows: Section 3.1. Resolution. The Unanimous Written Consent of the Sole Member/Shareholder proposed for execution by Agency in its capacity as the sole member/shareholder of Estates in the form presented at this meeting, and on file with City Clerk, is hereby approved (the "Resolution"). Authorized Officer is hereby authorized and directed, for and in the name and on behalf of Agency, to execute the Resolution with such additions or changes as Authorized Officer may approve (such approval to be conclusively evidenced by Authorized Officer's execution and delivery thereo�. Section 3.2. Tax Clearance Certificate. The Request for Tax Clearance Certificate in the form presented at this meeting, and on file with City Clerk, is hereby approved (the "Request"). Estates is hereby authorized and directed to deliver the Request to the California Franchise Tax Board with such additions or changes as may be approved in accordance with the Resolution. Section 3.3. Notification of Creditors/Claimants. The form of the notification letter to be sent to aIl known creditors and claimants of Estates proposed for execution by Estates in the form presented at this meeting, and on file with City Clerk, is hereby approved (a "Notice"). Estates is hereby authorized and directed to execute and deliver a Notice to each known creditor and claimant of Estates with such additions or changes as may be approved in accordance with the Resolution. Section 3.4. Certificate of Dissolution. The Certificate of Dissolution proposed for execution by the Board in the form presented at this meeting, and on file with City Clerk, is hereby approved (the "Certificate"). Estates is hereby authorized and directed to execute and deliver the Certificate to the California Secretary of State with such additions or changes as may be approved in accordance with the Resolution. Section 3.5. Grant to A�ency. The Grant Deed proposed for execution by Estates in the form presented at this meeting, and on filc with City Clerk, is hereby approved (the "GranY'). Estates is hereby authorized and directed to execute and deliver the Grant to Agency with such additions or changes as may be approved in accordance with the Resolution. Section 3.6. Assignment to Agency. The Assignment and Assumption Agreement proposed for execution by Estates in the form presented at this meeting, and on file with City Clerk, is hereby approved (the "Agreement"). Estates is hereby authorized and 733708.1 Resolution No. -468 directed to execute and deliver the Assignment to Agency with such additions or changes as may be approved in accordance with the Resolution. Section 4. Assumption bv Agencv. The Assignment and Assumption Agreement and the � Request for Tax Clearance Certificate proposed for execution by Agency in the forms presented at this meeting, and on file with City Clerk, are hereby approved. Authorized Officer is hereby authorized and directed, for and in the name and on behalf of Agency, to execute and deliver the Agreement to Estates and the Request to the California Franchise Tax Board with such additions or changes as Authorized Officer may approve (such approval to be conclusively evidenced by Authorized Officer's execution and delivery thereo�. Section 5. Other Acts. Authorized Officer, and all other officers of Agency, are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents that they may deem necessary or advisable in order to provide Agency with direct ownership and management of the Complex, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 6. Effective Date. This Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED as of May ?� 2003. AYES: CRITES, FERGUSON, KELLY, SPIEGEL, BENSON NOES: NONE ABSENT: NorrE ABSTAIN: NONE � ATTEST: R c elle D. I assen, cretary 733708. I