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CC Resolution No. 858 1537 MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION PURSUANT TO THE DEVELOPMENT CORPORATION ACT OF 1979, AS AMENDED, ARTICLE 5190.6, VERNON'S ANNOTATED TEXAS CIVIL STATUTES; APPROVING THE ARTICLES OF INCORPORATION AND APPOINTING THE INITIAL DIRECTORS THEREOF; APPROVING THE BYLAWS AND LOCAL REGULATIONS THEREOF; AND CONTAINING OTHER PROVISIONS AND MAKING CERTAIN FINDINGS RELATING TO THE SUBJECT STATE OF TEXAS § § CITY OF BAYTOWN § On this the 14 day of December 198_L, the City Council of the City of Baytown, Texas (the "Governing Body"), convened in Regular Meeting at the regular meeting place thereof, the meeting being open to the public and notice of the meeting giving the date, place and subject thereof having been posted as prescribed by Article 6252-17, Vernon's Annotated Texas Civil Statutes, and the roll was called of the duly constituted officers and members of the Governing Body, which are as follows, to-wit: Mary E. Wilbanks Councilwoman Fred T. Philips Councilman Jimmy Johnson Councilman Perry hl. Simmons Councilman Roy L. Fuller Councilman Gerald Dickens Councilman Allen Cannon Mayor and all of such persons were present, except the following absentees: i�nnp ' , thus constituting a quorum. Whereupon, among other business, the following was transacted, to-wit: A written resolution bearing the following caption was introduced: A Resolution of the City Council of the City of Baytown, Texas, Authorizing and Approving the Creation of an Industrial Development Corporation Pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes; Approving the Articles of Incorporation and Appointing the Initial Directors Thereof; Approving the Bylaws and Local Regulations Thereof; and Containing Other Provisions and Making Certain Findings Relating to the Subject The Resolution, a full, true and correct copy of which is attached hereto, was read and reviewed by the Governing Body. 1538 Upon motion duly made and seconded, the Resolution was finally passed and adopted by the following vote: AYES: Council members Philips, Johnson, Simmons, Wilbanks, Dickens and Fuller; Mayor Cannon NOES: None The Presiding Officer then declared the Resolution passed and approved and signed the same in the presence of the Governing Body. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duty constituted officers and members of the Governing Body, and the attached and following copy of said Resolution is hereby certified to be a true and correct copy of an official copy thereof on file among the official records of the City of Baytown, all on this December 14, 198�. Authorized Officer ATTEST: U "/-) � Authorized Officer [SEAL] 1539 RESOLUTION NO. 858 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND APPROVING THE CREATION OF AN INDUSTRIAL DEVELOPMENT CORPORATION PURSUANT TO THE DEVELOPMENT CORPORATION ACT OF 1979, AS AMENDED, ARTICLE 5190.6, VERNON'S ANNOTATED TEXAS CIVIL STATUTES; APPROVING THE ARTICLES OF INCORPORATION AND APPOINTING THE INITIAL DIRECTORS THEREOF; APPROVING THE BYLAWS AND LOCAL REGULATIONS THEREOF; AND CONTAINING OTHER PROVISIONS AND MAKING CERTAIN FINDINGS RELATING TO THE SUBJECT WHEREAS, the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act"), authorizes this City Council, upon receipt of a proper application requesting such action, to authorize and approve the creation and organization of an industrial development corporation to act on behalf of the City of Baytown, Texas (the "Unit"), for the purpose of promoting and developing commercial, industrial and manufacturing enterprises in order to promote and encourage employment and the public welfare; and WHEREAS, the Act authorizes any such nonprofit corporation thus created to issue obligations on behalf of the Unit; and WHEREAS, pursuant to the Act, not fewer than three natural persons, each of whom is at least 18 years of age and is a qualified elector of the Unit, have filed with this City Council their written application (the "Application") requesting that the Unit authorize and approve the creation of an Industrial Development corporation under the Act to act on behalf of the Unit; and WHEREAS, this City Council has found and determined that all prerequisites of law have been satisfied; and WHEREAS, the City Council by this Resolution intends to take all steps necessary and prerequisite to the creation of the corporation; and WHEREAS, this meeting is open to the public as required by law, and public notice of the time, place and purpose of this meeting was given as required by Article 6252-17, Vernon's Annotated Texas Civil Statutes; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1. That the findings and declarations contained in the preambles of this Resolution are incorporated herein as part of this Resolution. Section 2. That this City Council hereby finds and determines that it is advisable and in the public interest and benefit that a corporation, to be named the "Baytown Industrial Development Corporation" (the "Issuer"), be authorized and created with the powers granted in the Act to act on behalf of the Unit as its duly constituted authority and instrumentality for the public purposes defined in the Act. 1540 Section 3. That this City Council hereby approves the Articles of Incorporation (the "Articles") for the Issuer in substantially the form attached hereto as Exhibit A and authorizes the incorporators thereof to file the Articles with the Secretary of State in accordance with the Act; provided that, in the event the name chosen for the Issuer is not available, the incorporators are authorized to change the name without the further approval of this City Council. Section 4. That this City Council hereby appoints those persons named in the Articles, each of whom on the date of his appointment is duly qualified in accordance with the Act, to serve as the initial members of the Board of Directors of the Issuer, such service to be at all times subject to the powers of the Unit under the Act and the Articles. Section 5. That any and all bonds, notes or other similar obligations issued by the Issuer shall contain a provision, condition or recital substantially to the effect that they shall never be deemed to be or create an indebtedness or Liability or a special, general or moral obligation payable out of any funds of the Unit and that they shall be payable solely out of funds and properties of the Issuer pledged thereto. Section 6. That it is intended that the Issuer be a duly constituted authority and instrumentality of the Unit within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1954, as amended. Section 7. That this City Council hereby approves the Bylaws for the Issuer in substantially the form attached hereto as Exhibit B. Section 8. That this City Council hereby approves the Local Regulations for Receiving and Approving Applications for Financial Participation in Development Projects (the "Local Regulations") in substantially the, form attached hereto as Exhibit C. Section 9. That this Resolution shall take effect immediately from and after its adoption. PASSED AND APPROVED this December 14 _ 198 3. Authorized Officer ATTEST: Authorized Officer (SEAL) 1541 ARTICLES OF INCORPORATION OF BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION We, the undersigned natural persons, each of whom is qualified as an incorporator of a corporation under the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act"), do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I The name of the Corporation is BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation"). ARTICLE [I The Corporation is a nonprofit corporation. ARTICLE III The duration of the Corporation is perpetual. ARTICLE IV The Corporation is organized solely for the purposes of promoting and developing commercial, industrial and manufacturing enterprises to promote and encourage employment and public welfare, all to be done as the duly constituted authority of the Unit, and the Corporation may exercise all powers granted under the Act, including the issuance of bonds on behalf of the City of Baytown, Texas (the "Unit"). Such bonds shall not constitute an obligation of the Unit, but shall be payable solely out of the revenues and receipts derived from the projects financed by the bonds. The Unit shall never be liable for the payment of principal or interest on any bonds issued by the Corporation. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the corporation is 2401 %rket Street, Baytown, Texas 77520 and the name of the initial registered agent at such address is Eileen P. Hall EXHIBIT A 1542 ARTICLE VII All powers of the Corporation shall be vested in a Board of Directors, each of whom shall be appointed by written resolution of the governing body of the Unit. The number of Directors and the terms of office shall be fixed by the bylaws of the Corporation consistent with the provisions of the Act. The Directors shall serve without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. All other matters pertaining to the internal affairs of the Corporation shall be governed by the bylaws of the Corporation so long as such bylaws are not inconsistent with these Articles of Incorporation or any law. Such bylaws and any amendments thereto shall be approved by the governing body of the Unit. ARTICLE VIII The number of directors constituting the initial Board of Directors is seven The names and addresses of the initial directors are: NAME: ADDRESS: Allen Cannon P. 0. Box 424, Baytown, Texas 77522 Mary E. Wilbanks P. 0. Box 424, Baytown, Texas 77522 Fred T. Philips P. 0. Box 424, Baytown, Texas 77522 Jimmy Johnson P. 0. Box 424, Baytown, Texas 77522 Perry M. Simmons P. 0. Box 424, Baytown, Texas 77522 Roy L. Fuller P. 0. Box 424, Baytown, Texas 77522 Gerald Dickens P. 0. Box 424, Baytown, Texas 77522 ARTICLE IX The names and street addresses of the incorporators are: NAME: ADDRESS: Fritz Lanham P. 0. Box 424, Baytown, Texas 77522 Larry Patterson P. 0. Box 424, Baytown, Texas 77522 Randy Strong P. 0. Box 424, Baytown, Texas 77522 1543 ARTICLE X On DPremher 14 198_3_, the governing body of the Unit duly adopted a resolution approving the form of these Articles of Incorporation, approving the creation of the Corporation, and authorizing the Corporation to act on its behalf to further the public purposes stated in the resolution and these Articles of Incorporation. ARTICLE XI These Articles of Incorporation may at any time and from time to time be amended in the manner provided in the Act. ARTICLE XII No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement the public purposes of the Unit for which the Corporation has been created) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation or association except in reasonable amounts for services rendered. In the event the Board of Directors of the Corporation shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of the Corporation issued to finance all or part of the cost of a project, then any net earnings of the Corporation thereafter accruing with respect to any project shall be paid to the Unit. No substantial part of the Corporation's activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE XIII If the Corporation ever should be dissolved when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to private ownership but shall be transferred and delivered to the Unit after satisfaction or provision for satisfaction of debts and claims have been made. IN WITNESS WHEREOF, we have hereunto set our hands this December 13 , 198 3 . ,J I c rporat encOrpir�aaro6r_ Inc orator 1544 STATE OF TEXAS § § COUNTY OF HARRIS § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 14 day of December , 1983 , personally appeared before me Fritz Lanham , who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: October 31 , 1984 [SEAL] STATE OF TEXAS § COUNTY OF HARRIS § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 14 day of December , 198 3 , personally appeared before me Larry Patat erson who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: October 31 , 1984 [SEAL] 1545 STATE OF TEXAS § COUNTY OF HARRIS § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this 14 day of December , 198_1_, personally appeared before me Randy Strong , who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: October 31 . 1984 [SEAL] STATE OF TEXAS § § COUNTY OF HARRIS § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this day of , 198_, personally appeared before me , who, being by me first duly sworn, declared that (he)(she) is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. Notary Public, State of Texas My Commission Expires: [SEAL] 1546 BYLAWS OF BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION ARTICLE I POWERS AND PURPOSES Section 1.1. Issuance of Obligations; Financing of Projects. In order to implement the purposes for which the Baytown Industrial Development Corporation (the "Corporation") was formed as set forth in the Articles of Incorporation, the Corporation may issue obligations to finance all or part of the cost of one or more projects pursuant to the provisions of the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act'), upon compliance with all provisions thereof. Section 1.2. Books and Records; Approval of Programs and Financing Statements. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time; and at all times the City Council (the "Governing Body") of the City of Baytown, Texas (the "Unit'), will have access to the books and records of the Corporation. The records of the Corporation shall be available to the public for inspection in accordance with the Open Records Act, Article 6252-17a, Vernon's Annotated Texas Civil Statutes. The Unit will approve all programs and expenditures of the Corporation and annually review any financial statements of the Corporation. Section 1.3. Local Regulations. The Corporation, by action of the Board of Directors, with the approval of the Governing Body, shall be authorized to promulgate, implement and amend local regulations governing the receipt, processing and approval of applications for financial participation in development projects and prescribing the fees to be paid by applicants in amounts reasonably estimated to pay the ministerial and staff costs and expenses of the Corporation, plus reasonable reserves therefor. Section 1.4. Staff Functions. Staff functions for the Corporation may be performed by the Unit, as directed by the Governing Body, and the Corporation, from fees collected by it, shall pay the amount of costs for such services as from time to time shall be billed to the Corporation by the Unit. ARTICLE 11 BOARD OF DIRECTORS Section 2.1. Powers. Number and Term of Office. The Board of Directors shall exercise all of the powers of the Corporation, subject to the restrictions imposed by law, the Articles of Incorporation and these Bylaws. EXHIBIT B 1547 The Board of Directors shall consist of 7 directors, each of whom shall be appointed by the Governing Body and shall serve for a term of 2 years. The directors constituting the first Board of Directors shall be those directors named in the Articles of Incorporation, each of whom, as well as any subsequent directors, shall serve until his or her successor is appointed by the Governing Body; provided that, if any director shall at any time also be a member of the Governing Body, then the term of such director shall never exceed the period for which such director is a member of the Governing Body. In no case shall any director serve a term in excess of six years. Any director may be removed from office, by the Governing Body, for cause or at will. Any vacancies occurring in the Board of Directors shall be filled by appointment by the Governing Body. Section 2.2. Meetings of Directors. The Board of Directors may hold their meetings at any place authorized by the Act, as the Board of Directors may from time to time determine; provided that, in the absence of any such determination by the Board of Directors, the meetings shall be held at the principal office of the Corporation. The Board of Directors shall conduct their meetings in accordance with all requirements of the Act. Section 2.3. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such times and places as shall be designated, from time to time, by resolution of the Board of Directors. Notice of Regular Meetings need not be given to Directors, but if notice is required to be given to anyone else by law, such notice will be given in the maumer prescribed by law. Section 2.4. Special Meetings. Special Meetings of the Board of Directors shall be held whenever called by the president, by the secretary, by a majority of the directors at the time being in office or upon advice of or request by the Governing Body. The Secretary shall give notice to each director of each Special Meeting in person, or by mail, telephone or telegraph, at least two hours before the meeting. Notice required by law to be given to anyone else shall be given in the manner prescribed by law. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon. Section 2.5. Quorum. A majority of the directors fixed by these Bylaws shall constitute a quorum for the consideration of matters pertaining to the purposes of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by law. Section 2.6. Conduct of Business. At the meetings of the Board of Directors, matters pertaining to the purposes of the Corporation shall he considered in such order as from time to time the Board of Directors may determine. 1548 At all meetings of the Board of Directors, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. The secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the presiding officer may appoint any person, other than the president, to act as secretary of the Corporation. Section 2.7. Compensation of Directors. Directors as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 3.1. Titles and Term of Office. The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. In the absence of the secretary, the president may appoint any person, other than the president, to act as secretary of the Corporation. Terms of office shall not exceed three years. All officers shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board of Directors. A vacancy in the office of any officer shall be filled by a vote of a majority of the directors. Section 3.2. Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and subject to the Board of Directors, the president shall be in general charge of the properties and affairs of the Corporation; he shall preside at all meetings of the Board of Directors; in furtherance of the purposes of this Corporation, the president may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3.3. Vice President. The vice president shall have such powers and duties as may be assigned by the Board of Directors and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability of the president to act at the time such action was taken. Section 3.4. Treasurer. The treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may sign or endorse, on behalf of the Corporation, for collection or payment, checks, notes and other obligations and shall deposit any funds received to the credit of the Corporation in such bank or banks or depositories as shall be designated by the Board of Directors; whenever required by the Board of Directors, he shall render a statement of his cash account; he shall enter or cause to be entered regularly in 1549 the books of the Corporation to be kept by him for that purpose full and accurate amounts of all monies received and paid out on account of the Corporation; he shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors; he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require. Section 3.5. Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose; he shall attend to the giving and serving of all notices; in furtherance of the purposes of this Corporation, he may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he shall have charge of the corporate books, records and securities of which the treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of secretary subject to the control of the Board of Directors. Section 3.6. Compensation. Officers as such shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE IV PROVISIONS REGARDING BYLAWS Section 4.1. Effective Date. These Bylaws shall become effective only upon the occurrence of the following events: (1) the approval of these Bylaws by the Governing Body; and (2) the adoption of these Bylaws by the Board of Directors. Section 4.2. Amendments to Bylaws. These Bylaws may be amended at any time and from time to time by majority vote of the Board of Directors with approval of the Unit by resolution of the Governing Body, or at the sole discretion of the Governing Body. Section 4.3. Interpretation of Bylaws. These Bylaws and all the terms and provisions hereof shall be Liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other, person or circumstance shall not be affected thereby. 1550 ARTICLE V GENERAL PROVISIONS Section 5.1. Principal Office. The principal office of the Corporation shall be located at 2401 Market Street, Baytown, Texas 77520 Section 5.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. Section 5.3. Seal. The seal of the Corporation shall be as determined by the Board of Directors. Section 5.4. Notice and Waiver of Notice. Whenever any notice whatsoever is required to be given to the Board of Directors under the provisions of the Act, the Articles of Incorporation or these Bylaws, such notice shall be deemed to be sufficient if given by depositing it in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any Regular or Special Meeting of the Board of Directors need be specified in the notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. If any notice whatsoever is required to be given to the public by the Act, such notice shall be given in the manner prescribed by the Act. Section 5.5. Resignations. Any director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.6. Approval or Advice and Consent of the Governing Body. To the extent these Bylaws refer to any approval by the Unit or refer to advice and consent by the Unit, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the Governing Body. Section 5.7. Organizational Control. The Unit may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation (including the power to terminate the Corporation), subject to any limitation on the impairment of contracts entered into by such Corporation. Section 5.8. Dissolution of the Corporation. Upon dissolution of the Corporation, title to or other interests in any real or personal property owned by the Corporation at such time shall vest in the Unit. 1551 BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION (a nonprofit corporation created under the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes) Local Regulations for Receiving and Approving Applications For Financial Participation in Development Projects I. GENERAL PURPOSE AND SCOPE OF LOCAL REGULATIONS (A) The BAYTOWN INDUSTRIAL DEVELOPMENT CORPORATION (the "Corporation") was created as a duly constituted authority of the CITY OF BAYTOWN, TEXAS (the "Unit"), pursuant to the Development Corporation Act of 1979, as amended, Article 5190.6, Vernon's Annotated Texas Civil Statutes (the "Act"), in furtherance of the public purposes of the Act. (B) The activities of the Corporation shall be limited solely to the accomplishment of such public purpose, and no plan of financing for any project (the "Project"), as defined in the Act, and in the applicable portions of these local regulations (the "Regulations") will be approved by the Board of Directors (the "Board") of the Corporation unless and until the Board shall first affirmatively find that such financing and its related Project will be in furtherance of such public purpose, to be determined in accordance with the procedures set forth in these Regulations. II. APPLICATIONS; APPROVAL STANDARDS (A) Preliminary Filing Requirements. (1) A person, firm or corporation (the "Applicant") desiring participation by the Corporation in the financing of any Project shall file with the Corporation five copies of an Application for Financial Participation (the "Application") as hereinafter provided and in the form accompanying these Regulations. (2) Along with the Application, the Applicant shall file with the Corporation five executed original copies of an Inducement and Indemnity Agreement substantially in the form and substance accompanying these Regulations. (3) The Applicant shall file with the Application the processing fee required in these Regulations. (4) If the Applicant desires the Board to take preliminary official action pertaining to the issuance of obligations in accordance with relevant provisions of the Internal Revenue Code of 1954, as amended, and applicable Regulations and Revenue Rulings issued in connection therewith, then the Applicant shall also file a statement requesting such action. EXHIBIT C 1552 (5) The documents and fee required by this paragraph shall be filed with the Corporation by mail or personal delivery of the same to (B) Preliminary Official Action. (1) Upon compliance with the preliminary filing requirements of paragraph II(A) of these Regulations, if preliminary official action is requested pursuant to paragraph II(A)(4), the Corporation will conduct an expedited preliminary review of such request, and such action will be scheduled for the next regular or for a special meeting of the Board. (2) The Board will take the requested preliminary official action, expressing its present intention to issue the obligations requested if such preliminary review of the Application demonstrates with reasonable certainty: (a) that the Application, the obligations and the Project qualify for final approval by the Board in accordance with these Regulations; and (b) that all governmental approvals with respect to the obligations and the Project will be obtained. (C) Subsequent Filing Requirements. Prior to review of the Application for final approval by the Board, the Applicant may file such additional documents or statements in support thereof as the Applicant shall consider relevant and appropriate and shall file the following: (1) such additional information as is requested of the Applicant by the Board; and (2) a pro-forma copy of any official statement, prospectus or other offering memoranda, through the use of which the proposed obligations are to be offered, sold or placed with any lender, purchaser or investor, which offering, sale or placement material shall contain prominent disclosure substantially to the effect: (a) that neither the Corporation nor the Unit has undertaken to review or has assumed any responsibility for the matters contained therein except solely as to matters relating to the Corporation and to a description of the obligations being offered thereby; (b) that all findings and determinations by the Corporation and the Unit, respectively, are and have been made by each for its own internal uses and purposes in performing its duties under the Act and these Regulations; 1553 (c) that notwithstanding its approval of the obligations and the Project, neither the Unit nor the Corporation endorses or in any manner, directly or indirectly, guarantees or promises to pay such obligations from any source of funds of either or guarantees, warrants or endorses the creditworthiness or credit standing of the Applicant or of any guarantor of such obligations, or in any manner guarantees, warrants or endorses the investment quality or value of such obligations; and (d) that such obligations are payable solely from funds and secured solely by property furnished and to be furnished and provided by the Applicant and any guarantor and are not in any manner payable wholly or partially from any funds or properties otherwise belonging to the Corporation. (D) Final Approval. (1) The Board will take up and consider its final action pertaining to an Application filed hereunder when requested to do so by the Applicant and upon receipt by it of evidence satisfactory to the Board that the Applicant has complied with these Regulations in all material respects not otherwise waived by the Board. (2) Applications will be finally approved by the Board if it first affirmatively determines: (a) that all requirements for and prerequisites to final approval under these Regulations have either been satisfied or waived and are in form and substance satisfactory to the Board; (b) that the operation of the Project will constitute a lawful activity, is qualified for approval by the Unit and complies with and promotes the purposes and satisfies the requirements of the Act and the statement of policy contained in these Regulations. (3) After final approval by the Board, the Corporation will seek approval by the Unit and will proceed to close the delivery of such obligations upon receipt of such approval in accordance with the documents approved by the Board and when finally approved by the Corporation's bond counsel ("Bond Counsel") in accordance with the terms of sale or placement. III. FEES AND COSTS (A) Fees. (1) Concurrently with the filing of an Application, the Applicant shall pay to the Corporation a processing fee in the amount of $ , which amount is not refundable, whether or not the Application is approved or the financing of the Project is accomplished. 1554 (2) Concurrently with the closing of any financing pursuant to an approved Application, or at such other time as the Corporation may approve, the Applicant, from the proceeds of the obligations, shall pay to the Corporation a closing fee computed in accordance with the following schedule, to-wit: (a) for financing not exceeding $2,500,000 in aggregate principal amount S (b) for financing over S2,500,000 but not exceeding S5,000,000 in aggregate principal amount $ (e) for financing over $5,000,000 but not exceeding $7,500,000 in aggregate principal amount S (d) for financing over $7,500,000 in aggregate principal amount S Provided, however, as to any Applicant that has made application with this Corporation prior to the adoption of the Regulations, such closing fee shall be in such amount as is agreed to by such Applicant and the Board. (3) Concurrently with the closing of any financing pursuant to an approved Application, the Applicant shall pay or cause to be paid the fees and out-of-pocket expenses of Bond Counsel and the Corporation's general counsel and any other advisors employed by the Corporation. (B) Continuing Costs. Each Applicant shalt pay to the Corporation, within ten days after receipt of a bill or statement therefor, the following amounts, to-wit: (1) any amounts payable pursuant to the Inducement and Indemnity Agreement and any other indemnity contract or agreement executed in connection with any financing hereunder, (2) the amount allocable to each Applicant (whose financing has been completed) of the reasonable administrative costs and expenses incurred by the Corporation; and (3) the amount of costs or expenses paid or incurred by the Corporation tinder this subsection shall be divided and allocated equally among all Applicants whose financing has been completed. (C) Changes in Fees and Costs. (1) The Corporation reserves the right at any time to establish or change the amount of fees payable under paragraph III(A) and to make the same effective as to any Applicant whose Application is filed subsequent to the date of such change. 1555 (2) The Corporation reserves the right at any time to change the method of allocation described in paragraph III(B)(3), if it should, in its sole discretion, determine such change to be reasonable and more equitable, such change to be effective upon the date specified by the Corporation. IV. MISCELLANEOUS (A) Unauthorized Representations and Bond Marketing Practices. (1) No Applicant, or any representative of the Applicant or the Corporation shall represent, directly or indirectly, to any lender, interim or otherwise, supplier, contractor or other person, firm or entity that the Corporation has agreed or is firmly committed to issue any obligations in relation to any Project or Application until the Board has finally approved the issuance thereof under these Regulations. (2) No Applicant, or any representative of the Applicant or the Corporation, shall ever make any representation, directly or indirectly, express or implied, of any fact or facts contrary to the disclosures required to be made by paragraph II(C)(2) of these Regulations. (3) Neither the Applicant nor any securities firm, underwriter, broker, dealer, salesman or other person, firm or entity shall offer, sell, distribute or place any obligations authorized by the Corporation by any process, method or technique or in any manner, transaction or circumstances or to any person or persons, the effect of which would be to require such obligations to be registered or would require filings to be made with regard thereto under the laws of the State or jurisdiction where such offer, sale, distribution or placement is made without first registering the same or making the filings regarding the same required by such laws. (B) Amendments; Waivers; Effective Date. (1) The Corporation reserves the right at any time to amend these Regulations effective as to any Applications filed subsequent to the effective date of any such amendment. (2) The Board reserves the right to waive any provision of these Regulations as to any Applicant, Application or Project upon written request seeking such waiver and stating the reasons therefor. (3) These Regulations are and shall be effective from and after the date of their adoption by the Board and approval by the Governing Body of the Unit, and shall continue in effect until and unless amended, modified or repealed and shall be effective as to any application pending on the date of their adoption and approval.