Meeting_Body
CRENSHAW PROJECT CORPORATION BOARD MEETING
DECEMBER 1, 2022
Subject
SUBJECT: CRENSHAW PROJECT CORPORATION
Action
ACTION: APPROVE RECOMMENDATION
Heading
RECOMMENDATION
Title
ADOPT a Resolution (Attachment A) that authorizes the election to wind up and dissolve the Crenshaw Project Corporation (the “CPC” or “Corporation”).
Issue
ISSUE
Dissolution of the CPC is necessary at this time as the corporation is no longer needed to provide financial assistance to the Los Angeles County Metropolitan Transportation Authority (the “LACMTA” or “Metro”).
Background
BACKGROUND
The CPC was formed in March 2012 to act as the TIFIA Loan conduit borrower and the Transportation Investment Generating Economic Recovery (TIGER) II TIFIA Payment grant sub-recipient for the Crenshaw/LAX Transit Corridor Project (Crenshaw/LAX Project). The TIFIA loan was secured by Measure R sales tax revenues allocated to the Crenshaw/ LAX Project. USDOT disbursed the maximum total of $545.9 million in TIFIA loan funds, and all loan disbursements were advanced to Metro to reimburse the agency for eligible Crenshaw/LAX Project expenses. In August 2020, the TIFIA loan was terminated and paid off, in full, by refinancing the debt with Measure R Junior Subordinate Sales Tax Revenue Refunding Bonds, Series 2020-A. The latest Annual Financial Report states that the net position of the CPC as of June 30, 2021, was zero, and there have been no further activities since the full repayment of the TIFIA Loan in August 2020.
Discussion
DISCUSSION
The attached resolution authorizes the CPC Board to take the appropriate measures and actions to wind up and dissolve this Corporation. The steps in the process to wind up and dissolve the Corporation involve having the officers of the Corporation complete the following: i) ratify the filing of the State Form FTB 3555A Request for Tax Clearance and ii) the filing of the Dissolution Waiver of Notice Letter with the California Secretary of State. A majority of the CPC Board (seven directors) will also need to i) execute the Certificate of Dissolution and ii), if necessary, the Certificate of Election to Wind Up and Dissolve (see Attachment B), to be filed with the California Secretary of State and with the office of the California Attorney General.
Determination_Of_Safety_Impact
DETERMINATION OF SAFETY IMPACT
Approval of this item will not impact the safety of Metro’s patrons or employees.
Financial_Impact
FINANCIAL IMPACT
There is no cost associated with the dissolution of the Corporation.
Equity_Platform
EQUITY PLATFORM
No specific benefits or adverse equity impacts to marginalized communities are anticipated as a result of this action.
Implementation_of_Strategic_Plan_Goals
IMPLEMENTATION OF STRATEGIC PLAN GOALS
The recommendation supports the following Metro Strategic Plan Goal(s):
Goal #5: Provide responsive, accountable, and trustworthy governance within the Metro organization.
Alternatives_Considered
ALTERNATIVES CONSIDERED
The Board could choose not to wind up and dissolve the CPC. However, the CPC was formed to be the conduit borrower of the Crenshaw/LAX Corridor TIFIA Loan. The loan is paid in full, and CPC can serve no other purpose. This alternative is not recommended.
Next_Steps
NEXT STEPS
File all documents with the California Secretary of State and with the office of the California Attorney General to dissolve the CPC.
Attachments
ATTACHMENTS
Attachment A - Authorizing Resolution
Attachment B - State Required Dissolution Certificates
Prepared_by
Prepared by: Rodney Johnson, Deputy Executive Officer, Treasury
(213) 922-3417
Biljana Seki, Assistant Treasurer, Treasury (213) 922-2554
Michael Kim, Debt Manager, Treasury (213) 922-4026
Reviewed_By
Reviewed by: Nalini Ahuja, Chief Financial Officer, (213) 922-3088
