HomeMy WebLinkAboutR-1986-19
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CERTIFICATE OF RESOLUTION
THE STATE OF TEXAS S
S
COUNTY OF HARRIS S
I, the undersigned officer of the City of La Porte, Texas (the
"City"), do hereby execute and deliver this Certificate for the benefit
of all persons interested in proceedings of the City Council (the
"Governing Body") 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
July, 1986, and the roll was called of the
members of the Governing Body and all of
except the following absentees:
thus constituting a quorum. Whereupo
resolution entitled:
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LA PORTE
REQUESTING THE ISSUANCE OF BONDS BY THE
BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION
TO FINANCE A PROJECT FOR
THE DOW CHEMICAL COMPANY
AND APPROVING SAID ISSUANCE
FOLLOWING A PUBLIC HEARING
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 S- Ayes, t) Noes, and
tJ 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.
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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 6252-17, Texas Revised
Civil Statues Annotated, as amended.
SIGNED AND SEALED this 14th day of July, 1986.
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City Secretary
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RESOLUTION NO. 86-19
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LA PORTE
REQUESTING THE ISSUANCE OF BONDS BY THE
BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION
TO FINANCE A PROJECT FOR
THE DOW CHEMICAL COMPANY
AND APPROVING SAID ISSUANCE
FOLLOWING A PUBLIC HEARING
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 and solid waste control
facilities located within the City of La Porte (the "La Porte Facil-
ities") constituting a portion of a project to be constructed by The Dow
Chemical Company (the "Project") which Project is described in Exhibit A
hereto; 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 wishes to request the Brazos Harbor Indus-
trial Development Corporation (the "Issuer") to exercise its powers
under the Act to issue bonds to finance the La Porte Facilities; and
WHEREAS, the Issuer is willing to provide for the the issuance and
sale of its Variable Rate Demand Pollution Control Revenue Bonds,
Series 1986 (The Dow Chemical Company Project) (the "Bonds"), in the
maximum aggregate principal amount of $17,500,000 to finance the con-
struction of the Project, including the portion of the Project located
within the City (which portion of the Project will be financed by a
portion of the Bonds in a maximum principal amount of $9,950,000), by
adopting a resolution substantially in the form attached hereto as
Exhibit "B" (the "Resolution"); and
WHEREAS, the Act provides that the Governing Body must, by resolu-
tion adopted no more than sixty (60) days prior to the date of delivery
of the Bonds, specifically approve the resolution of the Issuer provid-
ing for the issuance of the Bonds; and
WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as
amended (the "Code"), requires that the Bonds be approved by the "appli-
cable elected representative" ("AER") after a public hearing following
reasonable publication; and
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WHEREAS, with respect to Bonds issued by the Issuer used for a
project within the jurisdiction of the City such AER is the Governing
Body of the City; and
WHEREAS, notice of a public hearing with respect to the Project and
the Bonds to be held by the Governing Body of the City on the date of
this resolution was published no less than 14 days before this date; and
WHEREAS, the Governing Body has held such public hearing on the
date and at the time and place set out in such published notice, and has
conducted such hearing in a manner that provides a reasonable opportu-
nity for persons with differing views on the issuance of the Bonds and
on the location and nature of the Project to be heard;
WHEREAS, the private activity bond limit for the State of Texas has
been allocated for 1986, in the manner authorized by Section 103(n) of
the Code, as provided in House Bill 690, Acts of the 69th Legislature,
Regular Session, 1985 ("H.B. 690"); and
WHEREAS, H.B. 690 requires the Issuer to file a notification of its
present intent to deliver an issue of such "private activity bonds" (the
"Allocation Request") with the Texas Economic Development Commission,
setting forth the maximum face amount of the Bonds, the purpose of the
Bonds and the Section of the Code applicable to the Bonds in order to
reserve a portion of the 1986 allocation of the state ceiling for the
Bonds (the "Allocation"); and
WHEREAS, the Allocation Request with respect to the Bonds will be
filed on or about July 21, 1986 (the "Reservation Date"); and
WHEREAS, the Allocation is made to the Brazos River Harbor Naviga-
tion District (the "District") and the City, but the District and the
City will assign the Allocation to the Issuer;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LA PORTE, THAT:
1. The Governing Body hereby finds, determines, recites and
declares that a public hearing with respect to the Bonds and the Project
was held on this date; that notice of such public hearing was published
no less than 14 days before this date in a newspaper of general circu-
lation within the City; that such notice included the date, time and
place of the public hearing, the location and general nature of the
Project and the expected aggregate principal amount of the Bonds; and
that all comments from interested persons were taken at such public
hearing.
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2. The Governing Body hereby requests the Brazos Harbor Indus-
trial Development Corporation to exercise its powers under the Act and
to issue bonds to finance the construction of the La Porte Facilities.
3. The Governing Body hereby specifically approves the Bonds, as
required by Section 103(k) of the Code and the Project, all as described
in the Notice attached hereto as Exhibit C, and the Governing Body finds
and determines that the Project is in furtherance of the public purposes
of the Act.
4. The Resolution of the Issuer providing for the sale and issu-
ance of the Bonds, substantially in the form attached hereto as
Exhibit "B," is hereby approved.
5. There is hereby assigned and transferred to the Issuer the
City's proportionate amount of the ceiling for private activity bonds in
the amount of $9,950,000, which is allocated to the City for the Bonds
pursuant to H.B. 690, it being the intention of the City that the amount
of the ceiling transferred by the City to the Issuer together with the
amount transferred by the District shall aggregate $17,500,000.
PASSED AND APPROVED this 14th day of July, 1986.
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CITY OF LA PORTE
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By
Norman Malone, Mayor
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City Attorney
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EXHIBIT A
DESCRIPTION OF THE PROJECT
LA PORTE FACILITIES
1.
BLOWDOWN SYSTEM
Project No. A-43
PURPOSE:
To provide caustic scrubbing systems capable of absorbing phosgene and
hydrochloric acid from various sources in the La Porte Site and destroy-
ing them by chemical reaction.
PROCESS DESCRIPTION:
The project consists of five complete, independently operated, scrubber
systems located at appropriate locations in the La Porte Site. Each
system consists of two caustic solution feed tanks, two knockout drums,
two absorption columns, two heat exchangers and ten (10) pumps. One
dispersion stack will service all scrubbers.
Phosgene and hydrochloric acid from pressure relief devices or from
equipment clearing systems are transferred by pipeline through one or
two knockout drums and then through an absorption column containing a
circulating, dilute caustic solution. Here the phosgene and hydro-
chloric acid are first absorbed and then reacted with sodium hydroxide
and water to produce sodium chloride, sodium carbonate, carbon dioxide
and water. Heat liberated by the absorption and reaction process is
removed by a heat exchanger in the caustic solution stream circulating
about each column. Fresh caustic solution is made up on demand to each
column from 24,000 gallon storage tanks which are maintained at constant
level by diluting a 50% solution.
Vents from each scrubber system are passed by pipeline to an air
injected dispersion tower and exposed to an ammonia/stream environment
before release to the atmosphere. The spent caustic and ammonia solu-
tions released from the scrubber systems or vent stack are collected by
pipeline and passed through an existing wastewater treatment system
before discharging to the La Porte Site outfall.
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EQUIPMENT LIST:
Caustic Solution Storage Tanks with Pumps
Caustic Scrubbers with Pumps, Exchangers and Recycle Drums
Blowers and Stack
Instrumentation and Controller
II. ELEPHANT TRUNK SYSTEM
Project No. A-44
PURPOSE:
To provide a vacuum header system throughout the La Porte Site process
areas to collect and remove phosgene, hydrochloric acid, chlorine,
carbon monoxide and isocyanate vapors which are released during equip-
ment maintenance sampling or equipment failure.
PROCESS DESCRIPTION:
The project consists of over 200,. hose stations located in the area of
potential vapor sources in the six plants, A, D, E, K, Land M, at the
La Porte Site. The stations will be connected to a header pipe system.
A vacuum will be pulled on the header system(s) by an air moving
device (s) through a knockout drum. The air moving device (s) will
discharge into a scrubber tower or scrubber stack where the pollutants
will be absorbed and/or reacted out.
FREEPORT FACILITIES
1.
P.O. VENTS/BOTTOMS TREATMENT - B-1300
Project No. A-45
PURPOSE:
To collect vent streams from the Crude Propylene Oxide Plant containing
125,000 pounds per month of volatile organic compounds (VOC I s) and
dispose of them by incineration, using liquid chlorinated hydrocarbons
(RCLls) as fuel.
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PROCESS DESCRIPTION:
The vent stream will be fed directly to a "Throx" incinerator fueled by
waste RCL's, where the VOC's and RCL's will be burned, forming HCI, H20
and CO. The incinerator has an HCI scrubber on the combustion gases,
where the HCI will be absorbed and recovered as aqueous HCl, which will
be returned to the crude propylene oxide plant for use in the process as
bottoms treatment.
The vent gases, containing small amounts of HCI, will go to a caustic
scrubber where the remaining HCI will be removed. The remaining vents
will be released to the atmosphere. The spent caustic stream will go to
an existing bio-oxidation unit where any dissolved organic chemicals
will be removed before the aqueous stream is released to the Plant B
outfall.
EQUIPMENT LIST:
Throx Unit:
Incineration unit with heat recovery, instrumentation,
condensate system, pumps
HCL Scrubber:
FRP tower, acid pumps, instrumentation
Caustic Scrubber:
FRP tower, pumps, instrumentation
Blower and Stack:
Blower, stack, instrumentation
II. B-51 CLASS I LANDFILL
Project No. W-162
PURPOSE:
To collect and store approximately 30,000 cubic yards of solid and
semi-solid wastes generated in Texas Operations from late 1986 through
1990.
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PROCESS DESCRIPTION:
Two Texas Operations Class I landfills were completed in 1980 - the
Oyster Creek 80-4 landfill and the Plant B B-51 landfill. The 80-4
landfill had a capacity of 6,420 cubic yards and is now full. Negotia-
tions with TWC for closure are in progress. The B-51 landfill had a
capacity of 23,300 cubic years and will be full by January, 1987, due to
routine deposits plus cleanup of the Farley Street site estimated at
2,000-2,500 cubic yards. Cell #2 of the new B-51 landfill will have a
capacity of about 30,000 cubic yards and is intended to serve all of
Texas Operations (including La Porte) from 1987 through 1990. The three
remaining cells will be permitted and constructed as required. The
volume of materials to be 1andfi11ed should decrease significantly when
the rotary kiln is operational in 1989, but there wii1 always be ash and
other incidentals to landfill.
The B-51 landfill will be double-lined using 80 mil HDPE flexible
membranes. It will be constructed in accordance with current EPA and
TWC guidelines and will incorporate the latest available technology in
landfill construction.
EQUIPMENT LIST:
Earthwork
HDPE Liner Systems
Leachate Collection
III. MAGNESIUM SLAG DISPOSAL - A-400
Project No. W-163
PURPOSE:
To collect 2,200,000 pounds per month of slag waste from two magnesium
reduction plants and associated casting plants and alter the waste to
make it less reactive.
PROCESS DESCRIPTION:
Slag ingots will be collected in dumpsters at the reduction and casting
plants and transported to A-401 Building for processing. Slag ingots
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will be crushed in a series of four crushers to liberate magnesium metal
particles from the slag matrix. The liberated magnesium particles will
be separated from the slag matrix material by screening following each
crushing stage. Storage hoppers are provided between the crushing
stages, for slag dust residue and for magnesium granule product.
Course magnesium chunks separated at all four crushing stages will be
disposed of as magnesium scrap. Finer magnesium particles separated at
the fourth crushing stage will be further refined in existing equipment
to produce marketable magnesium granule products. This removal of
magnesium metal from the slag will reduce the reactivity of the slag by
seventy-five percent.
Slag dust generated at the primary crushing stage will be collected by a
venturi scrubber, producing an alkaline slurry which will be utilized in
the magnesium process. Slag dust from all other processing equipment
will be collected by three bag filter dust collectors. All process
equipment, with the exception of the primary crusher and scrubber, will
be located within a humidity-controlled building.
The third and fourth crushing stages and the bag filter dust collector
will generate 1,900,000 pounds per month of finely ground slag residue
for disposal.
EQUIPMENT LIST:
Slag Collecting
Molds
Dumpsters
Fork Truck
Building and Atmosphere Control
Crushing Equipment
4 - Crushers
6 - Screens
6 - Elevators
8 - Conveyors
Instrumentation
Dry Material Storage
5 - Hoppers
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Dust Control Equipment
3 - Bag Filter Dust Collectors
1 - Venturi Scrubber
1 - Pump
Ducts
Piping
Instrumentation
IV. WASTEWATER RCL STRIPPING SYSTEM - A-3200 BLOCK
Project No. W-165
PURPOSE:
Project provides for the collection of 37,500 pounds per hour of RCL
saturated wastewater streams from the Chlor-Pyridine Plant, removal of
the mixed RCL's by stripping and then disposal of them by incineration.
PROCESS DESCRIPTION:
With this project, designated RCL saturated wastewater streams will be
initially collected in an NBT accumulation sump and then pumped to a
SOM gallon holding tank. From this tank, the waste stream will first be
fed to a packed column for stream stripping and then secondly to a
packed column for air stripping. The overhead vent streams will be
collected and fed to the plant "Throx" for burning.
The resultant aqueous bottoms stream will be released to the Plant A
601 outfall.
EQUIPMENT LIST:
RCL Saturated Waste H20 Storage
1 - 20' x 20' Storage Tank-lined
2 - Pumps
Foundations
Instrumentation
Electrical
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Steam Stripper
1 - Derakane Column
Packing'
Pumps
Instrumentation
Feed/BTMS Cross Exchanger
Foundations
Air Stripper
1 - Carbon Steel Column
Packing
Pumps
Instrumentation
Foundations
Sump Improvements
Pumps
Piping
Instrumentation
Civil/Structural
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EXHIBIT B
RESOLUTION OF BRAZOS HARBOR
INDUSTRIAL DEVELOPMENT CORPORATION
WITH RESPECT TO A PUBLIC HEARING AND
AUTHORIZING ISSUANCE OF BONDS AND APPROVING DOCUMENTS
WHEREAS, the Development Corporation Act of 1979, Article 5190.6,
Texas Revised Civil Statutes Annotated, as amended (the "Act"), author-
izes and empowers the Brazos Harbor Industrial Development Corporation
(the "Issuer") to issue revenue bonds on behalf of Brazos River Harbor
Navigation District of Brazoria County, Texas (the "District"), and on
behalf of other districts, cities and counties who may request the
Issuer to issue revenue bonds on their behalf, to finance the cost of
projects comprising land, buildings, equipment, facilities and improve-
ments, found by the Board of Directors of the Issuer (the "Board") to be
required or suitable for the promotion of development and expansion of
manufacturing and industrial facilities and in furtherance of the public
purposes of the Act; and
WHEREAS, on May 22, 1986, the Board adopted a Resolution Agreeing
to Issue Bonds, whereby the Issuer agreed to provide for the financing
of the cost of facilities constituting a portion of a project (the
"Freeport Facilities") for the Cqmpany, which Freeport Facilities were
initially described in Exhibit "A" to said Resolution Agreeing to Issue
Bonds; and
WHEREAS, on June 9, 1986, the City Council of the City of La Porte
adopted a Resolution Agreeing to Issue Bonds, whereby the Issuer agreed
to provide for the financing of the cost of facilities constituting a
portion of a project (the "La Porte Facilities") for the Company, which
La Porte Facilities were initially described in Exhibit "A" to said
Resolution Agreeing to Issue Bonds; and
WHEREAS, the La Porte Facilities (as defined herein) and the
Freeport Facilities together constitute one project (the '~roject"),
which Project is more fully described in Exhibit A to the Loan Agreement
between the Issuer and the Company referenced below, in accordance with
the provisions of the Act; and
WHEREAS, for purposes of financing the cost of the Project, the
Issuer now desires (i) to authorize the issuance of its Variable Rate
Demand Pollution Control Revenue Bonds, Series 1986 (The Dow Chemical
Company Project) (the "Bonds"), in the maximum aggregate principal
amount of $17,500,000, pursuant to the terms and provisions of a trust
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indenture, (ii) to provide for the sale of the Bonds to the underwriter
described herein, pursuant to the terms of an underwriting agreement,
(iii) to ratify and affirm the distribution of a preliminary official
statement and to approve the distribution of an official statement;
(iv) to provide for the payment of the principal of and premium, if any,
and interest on the Bonds with revenues derived from the loan of pro-
ceeds of the sale of the Bonds to the Company to finance the costs of
the Project pursuant to the terms and provisions of a loan agreement and
(v) to take and authorize certain other actions in connection with the
foregoing; and
WHEREAS, Section 103(k) of the Internal Revenue Code of 1954, as
amended (the "Code"), requires that the Bonds and the Project be
approved by the "applicable elected representative" (the "AER") of each
of the District and the City after public hearing following reasonable
public notice; and
WHEREAS, with respect to the Bonds the AER is the Board of Naviga-
tion and Canal Commissioners of the Brazos River Harbor Navigation
District of Brazoria County, Texas and the City Council of the City of
La Porte, Texas (each such governing body being referred to as the
"Governing Body" of the District and the City respectively).
WHEREAS, on July 14, 1986, the City of La Porte, Texas (the "City")
adopted an Order requesting the Issuer to issue bonds on its behalf to
finance the cost of facilities constituting a portion of a project (the
"La Porte Facilities") for The Dow Chemical Company, a Delaware corpora-
tion (the "Company"), which La Porte Facilities were initially described
in Exhibit A to said Order; and
WHEREAS, notice of a public hearing with respect to the Project and
the Bonds to be held by the Issuer on the date of this resolution was
published no less than 14 days before this date in a newspaper of
general circulation available to residents within the District; and
WHEREAS, the Board has held such public hearing on the date and at
the time and place set out in such published notice, and has conducted
such hearing in a manner that provided a reasonable opportunity for
persons with differing views on the issuance of the Bonds and on the
location and nature of the Project to be heard; and
WHEREAS, the Governing Body of the City conducted a public hearing,
following appropriate public notice in a newspaper of general circu-
lation available to residents within the City, to provide the same
opportunity to be heard for persons in the area of the City; and
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WHEREAS, the Governing Body of the District proposes to adopt a
written resolution specifically approving this resolution of the Issuer
providing for the issuance of the Bonds and specifically approving the
Bonds and the Project as required by Section 103(k) of the Code; and
WHEREAS, the Governing Body of the City has adopted a written
resolution specifically approving this resolution of the Issuer provid-
ing for the issuance of the Bonds and specifically approving the Bonds
and the Project as required by Section 103(k) of the Code; and
WHEREAS, Section 103(n) of the Code requires that certain "private
activity bonds" (as defined in such Section) must come within the
issuing authority's private activity bond limit for the applicable
calendar year in order to be treated as a tax-exempt obligation; and
WHEREAS, the private activity bond limit for the State of Texas has
been allocated for 1986, in the manner authorized by Section 103(n), as
provided in House Bill 690. Acts of the 69th Legislature, Regular
Session, 1985 ("H.B. 690"); and
WHEREAS, H.B. 690 requires the Issuer to file a notification of its
present intent to deliver an issue of such "private activity bonds" (the
"Allocation Request") with the Texas Economic Development Commission
(the "Commission"), setting forth the maximum face amount of the Bonds,
the purpose of the Bonds and the Section of the Code applicable to the
Bonds in order to reserve a portion of the 1986 allocation of the state
ceiling for the Bonds (the "Allocation"); and
WHEREAS, the Allocation Request with respect to the Bonds will be
filed on or about July 21, 1986 (the "Reservation Date"); and
WHEREAS, the Allocation is made to the District and the City, but
the District and the City have or will assign the Allocation to the
Issuer; and
WHEREAS, the Board has been presented with and has examined pro-
posed forms of a trust indenture. a loan agreement and an underwriting
agreement, and the Board finds that the form and substance of such
documents are satisfactory and the recitals and findings contained
therein are true, correct and complete and hereby adopts and incorpo-
rates by reference such recitals and findings as if set forth in full in
this resolution. and finds that it is in the best interest of the public
and the Issuer and assists in carrying out the public purpose of the
Issuer and of the Act to authorize the execution and delivery of such
documents; and
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WHEREAS, the Board unders tands that Goldman, Sachs & Co., as
underwriter (the "Underwriter") has previously distributed a preliminary
official statement and intends to distribute an official statement in
connection with the offering and sale of the Bonds; and
WHEREAS, in connection with the preparation of such preliminary
official statement and such official statement, the Issuer has furnished
the information to the Underwriter concerning itself under the caption
"THE ISSUER" and the Board now desires to ratify the use of such infor-
mation in such preliminary official statement and to authorize the use
of such information in such official statement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION THAT:
1. The Board hereby finds, determines, recites and declares that
the Issuer held a public hearing with respect to the Bonds and the
Project on this date; that notice of such public hearing was published
no less than 14 days before this date in a newspaper of general circula-
tion available to residents within the District; that such notice
included the date, time and place of the public hearing, the location,
general nature and the initial owner, operator or manager of the Project
and the maximum aggregate principal amount of the Bonds; and that all
comments from interested persons were taken at such public hearing. The
Board hereby directs that information with respect to the public hearing
be provided to the Governing Body of the District prior to their consid-
eration of adoption of a resolution approving the Bonds and the Project.
2. The Board hereby directs that the Allocation Request with
respect to the Bonds be filed with the Commission on or about July 21,
1986 and hereby finds and determines that the principal amount of the
Bonds authorized by this resolution is equal to at least 90% of the
principal amount of the Bonds set forth in the Allocation Request.
3. The Issuer hereby authorizes and directs the issuance of the
Bonds in the maximum aggregate principal amount of $17,500,000, in
accordance with a trust indenture substantially in the form of the Trust
Indenture, dated as of July 15, 1986 (the "Indenture"), by and between
the Issuer and Michigan National Bank, as trustee (the "Trustee"), a
copy of which was presented to the Board, the form, terms and provisions
of such Indenture and the Bonds being hereby authorized and approved,
and the President and any Vice President of the Issuer are hereby
severally authorized and directed to execute and deliver such Indenture
and the Bonds on behalf of the Issuer, and the Secretary of the Issuer
is hereby authorized to attest and affix the Issuer's seal thereto, with
such changes therein as the officers executing the same may approve,
such approval to be conclusively evidenced by such execution thereof.
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4. The loan of the proceeds of the sale of the Bonds by the
Issuer to the Company in order to provide financing of the costs of
acquiring and constructing the Project shall be effected pursuant to the
terms and provisions of a loan agreement substantially in the form of
the Loan Agreement, dated as of July 15, 1986 (the "Loan Agreement"), by
and between the Issuer and the Company, a copy of which was presented to
the Board, the form, terms and provisions of such Loan Agreement being
hereby authorized and approved, and the President and any Vice President
of the Issuer are hereby severally authorized and directed to execute
and deliver such Loan Agreement on behalf of the Issuer, and the Secre-
tary of the Issuer is hereby authorized to attest and affix the Issuer's
seal thereto, with such changes therein as the officers executing the
same may approve, such approval to be conclusively evidenced by such
execution thereof.
5. The sale and delivery of the Bonds by the Issuer to the
Underwriter, at a price equal to % of the aggregate principal
amount thereof is hereby authorized and approved. Said sale and deliv-
ery shall be effected in accordance with the terms and provisions of the
Underwriting Agreement among the Underwriter, the Issuer and the Com-
pany, which was presented to the Board, the form, terms and provisions
of the Underwriting Agreement being hereby authorized and approved, and
the President and the Vice President of the Issuer are hereby severally
authorized and directed to execute and deliver such Underwriting Agree-
ment on behalf of the Issuer, and the Secretary of the Issuer is hereby
authorized to attest and affix the Issuer's seal thereto, with such
changes therein as the officers executing the same may approve, such
approval to be conclusively evidenced by such execution thereof.
6. The Board hereby ratifies the use of the information described
under the caption "THE ISSUER" in the preliminary official statement,
dated July , 1986 (the "Preliminary Official Statement"), which was
presented t~he Board, and authorizes the use of such information in
the official statement, dated July 30, 1986 (the "Official Statement"),
which was presented to the Board, to be distributed by the Underwriter;
provided that, in adopting this resolution, the Issuer hereby disclaims
any responsibility for the Preliminary Official Statement and the
Official Statement except for the information described as having been
provided by it in the last recital of this resolution and expressly
disclaims any responsibility for any other information included as part
of the Preliminary Official Statement or the Official Statement.
7. The actions and obligations authorized in Paragraphs 3 through
6 of this resolution shall be subject to and conditioned upon the
receipt by the Issuer, at the date of delivery and payment for the Bonds
(the "Issue Date"), of (1) a certificate from a representative of the
Commission, acting on behalf of the Commission, evidencing final
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approval of the Loan Agreement and evidencing the filing of a certified
copy of this resolution and certain other documents within 15 calendar
days after the Reservation Date, in accordance with Section (6) of
H.B. 690; (ii) the purchase price for the Bonds; (iii) evidence, satis-
factory to Bond Counsel, of AER approval of each of the City (following
a public hearing held by the City in accordance with Section 103(k) of
the Code) and the District of the Project and the Bonds and assignment
of the Allocation by the District and the City to the Issuer; and
(iv) such opinions, evidences, certificates, instruments or other
documents as shall be reques ted by the Issuer's Counselor by Bond
Counsel, to evidence due performance or satisfaction by the Company at
or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by it.
8. The officers, employees and agents of the Issuer, and each of
them, shall be and each is expressly authorized, empowered and directed
from time to time and at any time to do and perform all acts and things
and to execute, acknowledge and deliver in the name and under the
corporate seal and on behalf of the Issuer all certificates, financing
statements, instruments and other papers, whether or not herein men-
tioned, as they may determine to be necessary or desirable in order to
carry out the terms and provisions of this resolution and of the Bonds
to be issued hereunder, as well as the terms and provisions of the
Indenture, the Loan Agreement and the Underwriting Agreement hereby
authorized and approved, such determination to be conclusively evidenced
by the performance of such acts and things and the execution of any such
certificate, financing statement, instrument or other paper.
9. The officers of the Issuer (with the assistance of the Com-
pany) shall prepare a final transcript of the proceedings relating to
the authorization, issuance, sale and delivery of the Bonds, which tran-
script shall be submitted to the Commission within 60 days after the
Issue Date.
10. The Issuer directs that a certified copy of this resolution,
together with copies of the Trust Indenture and the Loan Agreement which
set forth the exact principal amount, interest rate (or formula designed
to set the interest rate), maturity schedule and purchaser(s) of the
Bonds, be filed with the Commission no more than 15 calendar days after
the date of the Reservation Date. The Issuer further directs that the
Bonds be issued and delivered no more than 45 calendar days after such
filing, except as otherwise permitted by Section (7) of H.B. 690. The
Issuer shall, within 5 calendar days after the date of delivery of the
Bonds, file with the Commission a written notification setting forth the
delivery date of the Bonds and the actual aggregate principal amount of
the Bonds so delivered.
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11. The Board hereby directs that an officer of the Issuer submit
to the Secretary of the Treasury, not later than the 15th day of the
second calendar month after the close of the calendar quarter in which
the Bonds are issued, a statement containing the information required by
Section 103(!) of the Code.
12. Based upon representations made by the Company to the Board,
the Board hereby affirmatively finds that:
(a) the Project will have the effect of creating and
stabilizing employment within the District and the City;
(b) the Project is required or suitable for the promo-
tion of development and expansion of manufacturing and indus-
trial facilities and is in furtherance of the public purposes
of the Act; and
(c) the Project will contribute to the economic growth
or stability of the District and the City by:
(i) increasing or stabilizing employment oppor-
tunity;
(ii) significantly increasing or stabilizing the
property tax base; and
(iii) promoting commerce within the District, the
City and the State of Texas.
13. The Board hereby finds 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.
14. This resolution shall take effect and be in full force and
effect upon and after its passage.
PASSED AND APPROVED this 17th day of July, 1986.
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EXHIBIT C
NOTICE OF PUBLIC HEARING
TO BE HELD BY THE CITY OF LA PORTE
BRAZOS HARBOR INDUSTRIAL DEVELOPMENT CORPORATION
POLLUTION CONTROL REVENUE BONDS
SERIES 1986
(THE DOW CHEMICAL COMPANY PROJECT)
Notice is hereby given of a public hearing to be held by the City
of La Porte on Monday, July 14, 1986, at 6:00 p.m., in the city council
chambers, city hall, 604 West Fairmont Parkway, La Porte, Texas, with
respect to an issue of pollution control revenue bonds (the "Bonds") to
be issued by the Brazos Harbor Industrial Development Corporation and
the proceeds of which will be loaned to The Dow Chemical Company to
provide financing for the acquisition, construction and equipping of
pollution control facilities and solid waste disposal facilities (the
"Project") for two of The Dow Chemical Company's chemical plants. The
Project is to be located on The Dow Chemical Company plant site on
Battleground Road near the intersection of Battleground Road and State
Highway 225 in the City of La Porte, Harris County, Texas, and on The
Dow Chemical Company plant site on State Highway 288 in Brazoria County,
Texas, in the vicinity of Freeport, Texas. The initial and exclusive
owner, operator or manager of the Project will be The Dow Chemical
Company.
The Bonds will be issued in a face amount not to exceed
$17,500,000, of which approximately $8,750,000 will be expended with
respect to the plant in Brazoria County and approximately $8,750,000
will be expended with respect to the plant in the City of La Porte.
All interested persons are invited to attend such public hearing to
express their views with respect to the Project and the issuance of the
Bonds. Questions or requests for additional information may be directed
to the offices of the city attorney of the City of La Porte, Post Office
Box 1218, La Porte, Texas, 77571, (713) 471-1886.
Persons who intend to appear at the hearing and express their views
are invited to contact the office of the city attorney either in writing
or by telephone in advance of the hearing. Any interested persons
unable to attend the hearing may submit their views in writing prior to
the date scheduled for the hearing. The City of La Porte will
reschedule the location and time of the hearing or schedule an
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additional hearing if requested to do so in written requests submitted
prior to the aforementioned date of the hearing by a significant number
of interested persons.
This notice is published and the above-described hearing is to be
held in satisfaction of the requirements of Section 103 (k) of the
Internal Revenue Code of 1954, as amended, regarding the public approval
prerequisite to' the exemption from federal income taxation of the
interest on the Bonds.
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