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Home My WebLink AboutR-1986-14 e . RESOLUT-1{)N NO. 86- iJ/- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA PORTE AGREEING TO THE ISSUANCE OF BONDS BY THE BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION TO FINANCE A PROJECT FOR THE DOW CHEMICAL COMPANY WHEREAS, the City Council (the "Governing Body") of the City of La Porte, Texas (the "City") is desirous of providing for financing for the construction of certain pollution control facilities located within the City of La Porte and described on Exhibit "A" attached hereto (the "La Porte Facilities") constituting a portion of a project (the "Proj- ect") to be constructed by The Dow Chemical Company (the "Company"); and WHEREAS, the Brazos Harbor Industrial Development Corporation (the "Issuer") has adopted a resolution agreeing to issue bonds to provide funds to defray all or part of the cost of acquiring, constructing and improving the Project, but the Issuer anticipates that construction of such facilities will commence prior to the sale and delivery of such bonds; and WHEREAS, pursuant to the provisions of the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended (the "Act") the City may authorize the Issuer to exercise its powers under the Act to issue bonds to finance the La Porte Facilities; and WHEREAS, the Company has requested that the City adopt a resolution with respect to such bonds or take some other similar official action toward the issuance of such bonds prior to the commencement of con- struction or acquisition of such facilities; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, THAT: 1. The Governing Body hereby agrees to authorize and request the Brazos Harbor Industrial Development Corporation to exercise its powers under the Act and to issue bonds to finance the construction of the La Porte Facilities. 2. The Resolution of the Issuer agreeing to issue bonds, substan- tially in the form attached hereto as Exhibit "B," is hereby approved, e e the aggregate principal amount of bonds to be issued for the La Porte Facilities to not exceed $8,000,000. 3. The Company shall (i) be responsible for and pay any and all costs of the La Porte Facilities incurred by it prior to issuance of the Bonds and will pay all such costs which are not or cannot be paid or reimbursed from the proceeds of the bonds and (ii) at all times, indem- nify and hold harmless the City and its governing body against all losses, costs, damages, expenses and liabilities of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judg- ments) directly or indirectly resulting from, arising out of or related to the issuance, offering, sale or delivery of the Bonds, or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the La Porte Facilities. 4. This Resolution shall be deemed and construed as a resolution authorizing the issuance of the aforesaid bonds or some other similar official action toward the issuance of the bonds within the meaning of 26 C.F.R. Section 1.103-8(a)(5). PASSED ,AND APPROVED this ~;ZX day of June, 1986. .t-::r~~~.:i;.~'~;";' , ...... "''-<: CITY OF LA PORTE / ~ '.JP'!.-..-/ .~ i- t' '" ~ ? ~ ~'. f" By~~/1i~~ Norman Ma one, Mayor '" . '.~. '. ATTEST: By (i~~ City Secretary APPROVED: __ ~ , BY~~~ City Attorney -2- e EXHIBIT nAn POLLUTION CONTROL FACILITIES IDENT. NO. A-43 W-l67 TITLE Blow-down Systems Elephant A, K, L, M A-l . e e EXHIBIT nBn RESOLUTION AGREEING TO ISSUE BONDS (THE DOW CHEMICAL COMPANY PROJECT) WHEREAS, the Brazos Harbor Industrial Development Corporation (the nCorporationn) is authorized by the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statutes Annotated, as amended (the nActn), to issue revenue bonds for the purpose of paying all or part of the cost of a nproject,n as defined in the Act, and to sell or lease the project to others or loan the proceeds of the bonds to others to finance all or part of the cost of the project; and WHEREAS, the Corporation now desires to authorize the issuance and sale of its tax-exempt pollution control revenue bonds, to the extent authorized by law, to provide funds to defray all or part of the cost of acquiring, constructing and improving certain pollution control facili- ties to be constructed by or to be leased or sold to The Dow Chemical Company, a Delaware corporation (the nCompanyn), but the Corporation anticipates that construction of such facilities will commence prior to the sale and delivery of such bonds; and WHEREAS, the Company has requested that the Corporation adopt a bond resolution with respect to such bonds or take some other similar official action toward the issuance of such bonds prior to the commence- ment of construction or acquisition of such facilities; and WHEREAS, the Brazos River Harbor Navigation District of Brazoria County, Texas (the nUnitn), has authorized and approved creation of the Corporation to act on behalf of the Unit for the public purpose of financing the cost of projects to promote and develop industrial and manufacturing enterprises, including pollution control facilities, to promote and encourage employment and the public welfare; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION THAT: Section 1: The Corporation hereby authorizes and agrees that it will issue and sell its pollution control revenue bonds (the nBondsn) from time to time in one or more series pursuant to the provisions of Texas law in a principal amount sufficient to pay all or part of the cost of acquiring, constructing and improving the project described in Exhibit nA" attached hereto (the "Pollution Control Facilitiesn), together with all costs of authorization, sale and issuance of the B-1 . e Bonds. The Bonds will be issued and sold in an aggregate principal amount (excluding bonds issued to refund any of the Bonds) now estimated to be not more than $17,500,000. The obligation of the Corporation to issue the Bonds is specifically subject to the ability of the Corpora- tion to issue sucli Bonds in compliance with the "Volume Capn provisions of Section 103(n) of the Internal Revenue Code of 1954, as amended (the "Coden), "Limitation on Aggregate Amount of Private Activity Bonds Issued During Any Calendar Years, II and to any applicable rules or regulations of the Texas Economic Development Commission relating thereto. Any officer or other member of the Board of Directors of the Corporation is hereby authorized to take any action and file any notifi- cation required to reserve for the Bonds a portion of the state alloca- tion for "private activity bonds,n as defined in the Deficit Reduction Act of 1984. The obligation of the Corporation to issue the Bonds in an amount sufficient to finance the facilities numbered A-43 and W-167 on Exhibit nAn is specifically subject to the approval of such issuance by the City of La Porte, Texas. Section 2: The Company may commence with the acquisition, con- struction and improvement of the Pollution Control Facilities, which Pollution Control Facilities will be in furtherance of the public purposes of the Corporation and the Unit as aforesaid, and the Company will provide, or cause to be provided, at its expense, the necessary interim financing to expedite the commencement and continuation of the acquisition, construction and improvement of the Pollution Control Facilities. On or prior to the issuance of the Bonds, the Company will enter into a purchase, lease or loan agreement on an installment payment basis (herein called the nAgreement") with the Corporation under which . the Corporation will sell or lease the Pollution Control Facilities to the Company or make a loan to the Company for the purpose of providing temporary or permanent financing of all or part of the costs of the Pollution Control Facilities and the Company will make installment payments sufficient to pay the principal of and any premium and interest on such series of Bonds. The Bonds shall never constitute an indebted- ness or pledge of the faith and credit of the State of Texas (the nState"), of the Unit or of any other political corporation, subdivision or agency of the State within the meaning of any State constitutional or statutory provision, and 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 funds of the Unit, and shall be payable from the funds of the Corpo- ration derived from or in connection with the sale or lease of the Pollution Control Facilities or the loan of the proceeds of the Bonds. Section 3: On receipt of a ruling from the Internal Revenue Service (or the opinion of nationally recognized bond counsel) that interest paid on the Bonds is exempt from federal income taxation, the Corporation hereby agrees to issue, pursuant to the terms of the Act, B-2 . e the Bonds, or from time to time the portion thereof as may be the subject of such a ruling or opinion as aforesaid, in an appropriate principal amount not exceeding that which is the subject of a ruling or opinion as aforesaid, maturing in such amount and times, bearing inter- est at the rates, payable on the dates and having such optional and mandatory redemption features and prices as are approved in writing by the' Company. The Corporation will deliver the Bonds to the purchaser designated by the Company and will cooperate to the fullest extent in facilitating delivery of the Bonds. Section 4: The Bonds may be issued either at one time or in several series from time to time as the Company shall request in writ- ing; provided, however, that the Bonds will be issued in an aggregate principal amount as will not exceed the amount which is the subject of a ruling or rulings or opinion or opinions as aforesaid. A request in writing for issuance of one or more series of Bonds shall not affect the obligation hereunder of the Corporation to issue the remaining Bonds as written requests therefor are received. The proceeds of the Bonds or portions thereof whether or not issued in a series, shall not be invest- ed so as to constitute the Bonds or a portion thereof as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and applicable regulations promulgated pursuant thereto. Section 5: The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the sale or lease of the Pollution Control Facilities or from moneys re- alized from the loan of the proceeds of the Bonds to finance all or part of the costs of the Project. Section 6: The costs of the Pollution Control Facilities (herein- after the "Project Costsn) may include any cost of acquiring, construct- ing, reconstructing, improving and expanding the Pollution Control Facilities. Without limiting the generality of the foregoing, the Project Costs shall specifically include the cost of the acquisition of all land, rights-of-way, property rights, easements and interests, the cost of all machinery and equipment, financing charges, interest prior to and during construction and for one year after completion of construction whether or not capitalized, necessary reserve funds, costs of estimates and of engineering, financial advisory and legal services, plans, specifications, surveys, estimates of cost and of revenue, other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving and expanding the Pollution Control Facilities, administrative expenses and such other expenses as may be necessary or incident to the acquisition, construction, reconstruction, improvement and expansion of the Pollution Control Facilities, the placing of the Pollution Control Facilities in B-3 . e operation and all incidental expenses, costs and charges relating to the Pollution Control Facilities not enumerated above. The Company shall (i) be responsible for and pay any Project Costs incurred by it prior to issuance of the Bonds and will pay all Project Costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds and (ii) at all times, indemnify and hold harmless the Corporation, its Board of Directors, the Unit, its Board of Navigation and Canal Commissioners and the Texas Economic Development Commission against all losses, costs, damages, expenses and liabilities of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or related to the issuance, offering, sale or delivery of the Bonds, or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Pollution Control Facilities. Section 7: This Resolution shall be deemed and construed as a resolution authorizing the issuance of the aforesaid Bonds or some other similar official action toward the issuance of the Bonds within the meaning of 26 C.F.R. Section 1.103-8(a)(S). Section 8: The Board of Directors of the Corporation hereby finds, determines and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter thereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Article 6252-17, Texas Revised Civil Statutes Annotated, as amended, and the Act. PASSED AND APPROVED this 22nd day of May, 1986. B-4 ~7~- e e EXHIBIT "An POLLUTION CONTROL FACILITIES IDENT. NO. TITLE W-162 Class I Landfill W-163 Magnesium Slag Disposal W-164 P. O. Vents/Bottoms Treatment W-165 RCL Stripping A-43 Blow-down Systems W-167 Elephant A, K, L, M B-5 e e CERTIFICATE OF RESOLUTION THE STATE OF TEXAS f f COUNT.Y OF HARRIS f I, the undersigned officer of the City of La Porte, Texas (the nCityn), do hereby execute and deliver this Certificate for the benefit of all persons interested in proceedings of the City Council (the nGoverning Bodyn) of the City and the validity thereof, and do certify as follows: 1. I am the duly chosen, qualified and acting officer of the City for the office shown below my signature; as such I am familiar with the facts herein certified; and I am duly authorized to execute and deliver this Certificate. 2. The Governing Body convened its meeting on the 9th day of June, 1986, and the roll was called of the duly constituted officers and members of the Governing Body and all of said persons were present except the following absentees: Waters, Skelton, Westerqren thus constituting a quorum. Whereupon, among other business, a written resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA PORTE AGREEING TO THE ISSUANCE OF BONDS BY THE BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION TO FINANCE A PROJECT FOR THE DOW CHEMICAL COMPANY was introduced for the consideration of the Governing Body. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of said Resolu- tion, prevailed and carried by the vote of 5 Ayes, 0 Noes. and o Abstentions. 3. A true and complete copy of the aforesaid Resolution adopted at the meeting is attached to and follows this Certificate. 4. Such Resolution has been duly and lawfully adopted by the Governing Body and has been duly recorded in the minutes of the Govern- ing Body for such meeting. ..' ! /. ': I ,- . e 5. Written notice of the date, hour. place and subject of the meeting of the Governing Body was posted on a bulletin board located at a place convenient to the public in the City Hall of the City of La Porte, Texas. for at least 72 hours preceding the scheduled time of such meeting; such place of posting was readily accessible to the general public at all times from such time of posting until the sched- uled "time of such meeting; and such meeting was open to the public as required by law at all times during which the Resolution and the subject matter thereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Article 6251-17,' Texas Revised Civil Statues Annotated, as amended. SIGNED AND SEALED this lOth day of June. 1986. ~~~~"'..':~..... ...... &~~ City Secretary '. ... <> <. ~(SEAL')- " , . /' . --~ "1 , v <' t ... it.. 't.; ~' .' -2-