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<br />68 <br /> <br />RESOLUTION 1997- 37R <br /> <br />A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAi'i <br />~1ARCOS, TEXAS ADOPTING A PLAi'l OF LIQUIDATION FOR ELIM <br />\V ATER COMPAi'fY INc. A.l'-ì) AUTHORIZING THE FILING OF THE <br />ARTICLES OF DISSOLUTION FOR SAID CORPORATION; AND <br />DECLARING Ai'l EFFECTIVE DATE <br /> <br />WHEREAS, the City of San Marcos, Texas (the "City") owns 140 shares of. E1im Water <br />Company, Inc. (the "Corporation") and said shares constitute 100% of all outstanding shares of the <br />Corporation; <br /> <br />\VHEREAS, the City, as sole shareholder of the Corporation, has previously provided its 'WTÌtten <br />consent for the voluntary dissolution of the Corporation; <br /> <br />WHEREAS, the Director of the Board ""ill provide notice of the Corporation's intent to dissolve <br />by registered or certi~.ed mail to all kno\Vll claimants as set forth in Exhibit "A" and incorporated herein <br />for all purposes; <br /> <br />\VHEREAS, the Corporation's Director of the Board has prepared and submitted a plan of <br />liquidation (the "Plan") that provides a complete listing of all assets and liabilities of the Corporation, <br />a method for applying and settling the liabilities and obligations of the Corporation, and a method for <br />distributing the remaining assets to the City as set forth in Exhibit "B" and incorporated herein for all <br />. <br />purposes; <br /> <br />WHEREAS, the City flTIds that upon execution of the Plan, all debts, liabilities and obligations <br />of the Corporation 'Will have been paid, satisfied, or discharged or adequate provision will have been <br />made for payment, satisfaction, or discharge; <br /> <br />WHEREAS, the City flTIds that upon execution of the Plan, all remaining assets of the <br />Corporation \ViII be transferred to the City; <br /> <br />WHEREAS, the Corporation's Director of the Board has prepared the articles of dissolution for <br />filing \Vith the Secretary of State as required by Article 6.06 of the Texas Business Corporation Act; <br />and <br /> <br />\'VHEREAS, the City Manager has notified the Texas Natural Resource Conservation <br />Commission (the "Commission") of the City's intent to merge the Corporation's water system \ÿith the <br />City's murucipal water system as required by Section 13.301 of the Texas Water Code; <br /> <br />Now, Therefore <br /> <br />BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAl'.J' Ì',{ARCOS, TEXAS: <br /> <br />Part 1. Adoption of Plan of Liquidation <br /> <br />a. That the City, as sole shareholder of the Corporation, hereby adopts the Plan. <br /> <br />b. That in accordance with the Plan, the City assumes all obligations and liabilities as set forth in the <br />Plan. <br /> <br />c. That in accordance with the Plan, the Corporation pass a resolution authorizing the transfer of all <br />remaining assets of the Corporation to the City. <br /> <br />d. That the City Attorney record in the deed records of the appropriate county the transfer of real <br />property assets fÌ'om the Corporation to the City along with a copy of the Corporate resolution <br />authorizing the transfer and a copy of the resolution consenting to the voluntary dissolution of the <br />Corporation. <br /> <br />Part 2. Filini of Affidavit with Comptroller <br /> <br />a. That in accordance with Section 171.102 of the Texas Tax Code, the President and Secretary of the <br />Corporation file an affidavit with the Comptroller containing infonnation of the amount of liquidating <br />dividends paid and a statement that the Corporation is in the process of liquidation. - . <br />