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HomeMy WebLinkAboutPR 18732: GOODWILL INDUSTRIES interoffice MEMORANDUM To: Mayor, City Council, and City Manager ou9, From: Valecia R. Tizeno, City Attorney Date: November 21, 2014 Subject: P. R. No. 18732 ; Council Meeting November 21, 2015 Attached is P. R. No. 18732 authorizing the City Council to approve tax exempt bond financing to be undertaken by Riesel Cultural Facilities Corporation for the benefit of Goodwill Industries of Southeast Texas . Please find attached a copy of correspondence received by a law firm representing Goodwill Industries of Southeast Texas "Goodwill" . This is a request for the City to consent to the use of tax exempt financing used for building an approximately 11, 000 square foot building at 4352 Highway FM 365 in Port Arthur (a photograph of the area is attached to this memo) . Based on the requirements of Chapter 221 of the Texas Health and Safety Code, the transaction must be approved by Jefferson County and the City of Port Arthur. Jefferson County will consider this matter at the next meeting of the Commissioner' s Court . There is no liability of the City of Port Arthur regarding this transaction by Goodwill; however, for the transaction to be permitted, approval from the City must first be obtained. If you have any questions, please feel free to contact me . Attachment s.pr18134 memo To see all the details that are visible on the Googie screen,use the'Prinr link next to the map. 11N FY]S5,Pat MMa,Tum,th.d$Vt.s s3 NAMAN HOWELL SMITH&LELPLLC ATTORNEYS AT LAW MEMORANDUM from Dan Pleitz (254) 755-4100 Fax(254) 754-6331 E-mail:pleitz @namanhowell.com TO: City Council of City of Port Arthur, Texas DATE: November 17, 2014 RE: Tax Exempt Financing for the Benefit of Goodwill Industries of Southeast Texas To the City Council: We are acting as bond counsel on a transaction where the Riesel Cultural Facilities Corporation will be issuing up to a maximum of $1,700,000 in tax exempt bonds to benefit Goodwill Industries of Southeast Texas ("Goodwill"). Goodwill intends to build an approximately 11,000 square foot building to be located at 4352 Highway 365 in Port Arthur. This building will be used by Goodwill for a retail store and office for Goodwill's job assistance programs. The bonds are being issued by the Riesel Cultural Facilities Corporation and purchased by Wells Fargo Bank. When a bank purchases tax exempt debt such as the bonds, there is a tax advantage gained by the bank if the bonds are issued in a city (in our case Riesel) where less than $10,000,000 of tax exempt financing will be issued during 2014 (the same year in which the Goodwill bonds will be issued). Under Texas law the Riesel Cultural Facilities Corporation is governed by both Article 1528m, Tex Rev. Civ. Stat., and by the Texas Health and Safety Code (Chapter 221 of the Texas Health and Safety Code). Under Section 221.030 of the Texas Health and Safety Code this transaction has to be approved by each of Jefferson County and the City of Port Arthur since both of them meet the definition of a "sponsoring entity" under Section 221.003 of Texas Health and Safety Code (obviously the City of Port (03095580.DOCX/) 1 Arthur and Jefferson County are not the "sponsoring entity" of either Goodwill or the Riesel Corporation, but that is just the term the state law uses). This debt is not a liability of the City of Port Arthur in any way whatsoever but is solely a liability of the Riesel Cultural Facilities Corporation. Even the liability of the Riesel corporation is limited to payments to be provided entirely by Goodwill. We have attached a resolution for the Council's consideration. In our resolution (a copy is being provided along with this memo) we make it expressly clear that neither the bonds or the project are in any way a liability of the City of Port Arthur. Our schedule is tight and we hope to gain your approval at your council meeting on December 9. We would appreciate your consent to this transaction. Otherwise we cannot conclude it. This is a very favorable deal for Goodwill because a tax exempt financing is at a lower interest rate and will save Goodwill a substantial amount of money on its debt payments. We would be happy to answer any questions you might have. My contact information is below: Dan Pleitz Naman, Howell, Smith & Lee, PLLC P.O. Box 1470 Waco, Texas 76703 254-755-4100 Thank you! have attached the law to this memo.) {03095580,DOCX/1 2 P.R. NO. 18732 11/18/14 gt RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS, APPROVING TAX EXEMPT BOND FINANCING TO BE UNDERTAKEN BY RIESEL CULTURAL FACILITIES CORPORATION FOR THE BENEFIT OF GOODWILL INDUSTRIES OF SOUTHEAST TEXAS. WHEREAS, Goodwill Industries of Southeast Texas ("Goodwill") is a Texas nonprofit corporation which desires to construct and equip a one story building approximately 11,000 square feet in size to be located at 4352 Highway 365, Port Arthur, Texas 77642 (the "Project") to be used by Goodwill for a retail store and office to be used for Goodwill's job assistance programs; and WHEREAS, Goodwill has requested the assistance of the Riesel Cultural Facilities Corporation (the "Issuer") in financing the Project; and WHEREAS, Goodwill has requested the Issuer to issue its Riesel Cultural Facilities Corporation Cultural Facilities Revenue Bonds (Goodwill Industries of Southeast Texas Project) Series 2014 (the "Bonds"), in an aggregate principal amount not to exceed $1,700,000, to finance the Project; and WHEREAS, under the provisions of Texas state law (Article 1528m, Tex. Rev. Civ. Stat., and Section 221.030 of the Texas Health and Safety Code) the City of Port Arthur, Texas (the "City") is required to consent to the Corporation's use of its powers to issue the Bonds and finance the Project located within the boundaries of the City; and WHEREAS, the City Council of the City of Port Arthur now desires to approve the financing, the issuance of the Bonds, and the Project, but solely to satisfy the requirements of the laws referred to herein. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: Section 1. That the City Council of the City of Port Arthur hereby approves the financing described above, the issuance of the Bonds by the Issuer in an amount not to exceed $1,700,000, and the Project. It is the intent of the City Council of the City of Port Arthur that this Resolution constitute approval of the Issuer to exercise its powers with the City to issue the Bonds, and the finance Project. This approval is given solely to comply with the requirements of Article 1528m, Tex. Rev. Stat. and Section 221.030 of the Texas Health and Safety Code. The Bonds shall be issued to finance the Project, and the sole user of the Project shall be Goodwill Industries of Southeast Texas. {03095625.DOC/} -1 - RESOLUTION OF THE CITY OF PORT ARTHUR Section 2. That the City Manager is hereby authorized and directed to do any and all things and to execute and deliver any and all documents which he deems necessary or advisable in Resolution to carry out, give effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby. Section 3. THAT NOTHING IN THIS RESOLUTION SHALL BE CONSTRUED TO CREATE ANY OBLIGATION OF THE CITY WITH RESPECT TO THE REPAYMENT OF THE BONDS OR WITH REGARD TO THE CONSTRUCTION OWNERSHIP OR OPERATION OF THE PROJECT. THE BONDS SHALL NEVER CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, AND THE OWNERS OF THE BONDS SHALL NEVER BE PAID IN WHOLE OR IN PART OUT OF ANY FUNDS RAISED OR TO BE RAISED BY TAXATION OR ANY OTHER REVENUES OF THE CITY. Section 4. That this Resolution shall take effect immediately upon its passage. Section 5. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this _ day of , 2014 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: • NOES: Mayor ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: {03095625.DOC/1 -2- RESOLUTION OF THE CITY OF PORT ARTHUR Valecia R. Tize' o, City Attorney APPROVED FOR ADMINISTRATION: John A. Comeaux, P.E., Interim City Manager {03095625.DOC/} -3- RESOLUTION OF THE CITY OF PORT ARTHUR CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS § COUNTY OF JEFFERSON § I, Sherri Bellard, the undersigned City Secretary of the CITY OF PORT ARTHUR, TEXAS (the "City"), hereby certify as follows: 1. The City Council (the "City Council") of the City convened in REGULAR MEETING ON THE DAY OF , 2014, at its regular meeting place in the Port Arthur City Hall (the "Meeting"), and the roll was called of the duly constituted officers and members of the City Council. All members of the City Council were present, except the following: , thus constituting a quorum, whereupon among other business, the following was transacted at the Meeting, a written: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS APPROVING A TAX EXEMPT BOND FINANCING TO BE UNDERTAKEN BY RIESEL CULTURAL FACILITIES CORPORATION FOR THE BENEFIT OF GOODWILL INDUSTRIES OF SOUTHEAST TEXAS (the "Resolution") was duly introduced for the consideration of the City Council. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, such motion, carrying with it the adoption of the Resolution prevailed and carried by the following votes: AYES: NOES: ABSTENTIONS: 2. A true, full, and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; the Resolution has been recorded in the City Council's minutes of the Meeting pertaining to the adoption of the Resolution; the members of the City Council were duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the Meeting, and that the Resolution would be introduced and considered for adoption at the Meeting; and the Meeting was open to the public, and public notice was given, all as required by Chapter 551, Texas Government Code. SIGNED AND SEALED THIS DAY OF , 2014. Sherri Bellard, City Secretary, City of Port Arthur, Texas {03095625.DOC/} -4- RESOLUTION OF THE CITY OF PORT ARTHUR