ML19330E244
| ML19330E244 | |
| Person / Time | |
|---|---|
| Site: | Dow Chemical Company |
| Issue date: | 11/22/2019 |
| From: | O'Connor P Dow Chemical Co |
| To: | Geoffrey Wertz Document Control Desk, Office of Nuclear Reactor Regulation |
| References | |
| Download: ML19330E244 (15) | |
Text
The Dow Chernlcal Company Midland, Michigan 48667 Mr. Geoffrey Wertz, P.E.
Research and Test Reactors Branch U.S. Nuclear Regulatory Commission Washington, DC 20555
Subject:
The Dow TRIGA Research Reactor (DTRR) License No._ R-108; Docket No.
50-264 Enclosed is a letter requesting consent for an Indirect License Transfer. Three attachments to this letter are:
Attachment I: The Dow Inc., Officers Attachment II: The Dow Chemical Company, Officers and (
Attachment Ill: The DTRR Surety Bond Renewal of March 2019 Should you have any questions or need additional Information, please contact the Facility Director, Paul O'Connor, at 989-638-6185.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on November 22nct, 2019
~J6~~
Paul O'Connor, Ph.D.
Facility Director Dow TRIGA Research Reactor
,, "d Subscribed and sworn to before me this ~ day of November, 2019
~J- fil,_\ce,,i, NHtary lie l.t:::t:A'ti County, Michigan My Co mission Expires:
cc: Wayde Konze, R&D Director-Analytical Sciences Michael McCarthy, Counsel - Legal Siaka Yusuf, Reactor Supervisor
November 22nd, 2019 The Dow Chemical Company Midland, Michigan 48667 Mr. Geoffrey Wertz, P.E.
Research and Test Reactors Branch U.S. Nuclear Regulatory Commission Washington, DC 20555 RE: THE DOW CHEMICAL COMPANY REQUEST AN APPROVAL OF AN INDIRECT TRANSFER OF CONTROL OF DOW TRIGA RESEARCH REACTOR LICENSE NO. R-108.
Dear Mr. Wertz,
In accordance with 10 C.F.R. § 50.80, The Dow Chemical Company (TDCC") submits the below request for Nuclear Regulatory Commission ("NRCR) consent to the Indirect transfer of control of TDCC's interests in Dow TRIGA Research Reactor License No. R-108 ("License#) to Dow, Inc. without amendment. As set forth below, NRC will see there are no changes in the criteria set forth in NU REG 1556, and thus, TDCC requests that the License remain in the name of The Dow Chemical Company.
INTRODUCTION In August of 2017, TDCC merged with El du Pont De Nemours and Company and each entity became a wholly-owned subsidiary of DowDuPont, Inc. as part of a planned corporate reorganization. The next step of the reorganization occurred on April 1, 2019, when The Dow Chemical Company separated from DowDuPont, Inc. as a wholly-owned subsidiary of Dow, Inc. During the time between August of 2017, and the spin date of April 1, 2019, TDCC maintained, by agreement, operational control of the Dow TRIGA Research Reactor pursuant to the terms of the License. Upon spin, Dow Inc. was formed, and TDCC became a wholly-owned subsidiary of Dow, Inc., even tho.ugh the organizational structure that controls the License has not changed. According to NU REG 1556, the following information is being submitted regarding this indirect transfer of control:
- 1. Dow. Inc.: Dow, Inc. is a sustainable materials science company which has a portfolio of performance materials, industrial intermediates and plastic businesses that deliver a broad range of differentiated science-based products. Dow, Inc. operates 113 manufacturing sites in 31 countries and employs approximately 37,000 people and delivered proforma sales of approximately $SO billion in 2018. Dow, Inc. Is the market facing entity of TDCC and holds TDCC and all its wholly-owned subsidiaries. TDCC is the operating company that holds and operates assets in the United States including the Dow TRIGA Research Reactor. The officers of Dow, Inc.
are essentially the same officers of TDCC. Please see Exhibit A (Attachment I, Board and Officers of Dow, Inc.) and Exhibit B (Attachment II, Officers of TDCC).
- 2. Change of Personnel: As it relates to the Dow TRIGA Research Reactor there was no change of personnel. Prior to merger and post spin, and pursuant to the License, TDCC's Senior Vice President over Research and Development, who is a U.S. Citizen, has exclusive authority of the TRIGA Research Reactor. As listed In Exhibit A, A.N. Sreeram is Dow, lnc.'s Chief Technology Officer. A.N. Sreeram is listed in Exhibit Bas Senior Vice President of TDCC and has exclusive 1
authority over the Dow TRIGA Research Reactor. When the License was renewed in June 18, 2014, A.N. Sreeram was the Vice President over Research and Development, nothing has changed. Additionally, the Level I Manager, Wayde Konze, and the Level II Manager, Paul O'Connor, for the DTRR have not changed. This was true when the License was renewed, at time of merger and now, post spin. Nothing has changed related to personnel who are responsible for the Dow TRIGA Research Reactor.
- 3. Changes of Location, Equipment, and Procedures: There has been no change to the place of use, including potentially affected adjacent areas; no change in facilities and equipment used in the License program, and no change in relevant procedures. Nothing has changed from pre-merger to post-spin.
- 4. Surveillance Records: All required surveillance work under the License will continue to be perfonned according to Technical Specifications contained in Appendix A of the License.
Nothing has changed in the manner the surveillance records are maintained.
- 5. Decommissioning and Related Records: All drawings and records important to decommission of the License will continue to be maintained in the same location; nothing has changed.
- 6. Transferee's Commitment to abide by the Transferor's Commitments: There are no open inspection items or enforcement items associated with the License. All existing License commitments will continue to be followed by TDCC and Dow, Inc. as required.
- 7. Changes to Surety Bond: There are no changes to the surety bond conditions. The bo~d was' renewed by TDCC naming US NRC as the Obligee on April 30, 2019. Attached hereto as Exhibit C (Attachment Ill)
We respectfully request the'consent to the indirect transfer of control of TDCC's interests in Dow TRIGA Research Reactor License No. R-108 to Dow, Inc. without amendment. As stated above, TDCC established to the NRC that there are no changes in the criteria set forth in NU REG 1556, and thus, TDCC requests that the License remain In the name of The Dow Chemical Company.
Sincerely, \
Paul O'Connor ~~ 0~
The Facility Director The Dow TRIGA Research Reactor 1897 Building Midland, Ml 48667 2
Attachment I: The Dow Inc., Officers Page 1 of 4 Current Officers & Directors (Default)
Dow Inc.
Date 11/05/2019 v Audit Committee Last Name Position Start Date Elected Date 0 Bell, James A. Chairman 03/20/2019 1l Bush, Wesley G. Member 04/01/2019 0 Davis, Richard K. Member 04/01/2019 0 Hinman, Jacqueline C. Member 04/01/2019 0 Yohannes, Daniel W. Member 04/01/2019 v Board Positions Last Name Position Start Date Elected Date Chairman of
'2) Fettig, Jeff M. 04/01/2019 the Board 0 Allen, Samuel R. Director 08/01/2019
-0 Banga, Ajay Director 04/01/2019 0 Barton, Jacqueline K. Director 04/01/2019 0 Bell, James A. Director 03/20/2019 0 Bush, Wesley G. Director 04/01/2019 0 Davis, Richard K. Director 04/01/2019 0 Fettig, Jeff M. Director 04/01/2019
' Director 08/30/2018 0 Fitterling, Jim https://bps-76.blueprintserver.com/Company/Officers.asp?QR=DOWHOLDING&RESUL... 11/5/2019
Page 2 of 4 0 Hinman, Jacqueline C. Director 04/01/2019 0 Shaw, Ruth G. Director 04/01/2019 0 Yohannes, Daniel W. Director 04/01/2019 v Compensation and Leadership Development Committee Last Name Position Start Date Elected Date 0 Shaw, Ruth G. Chairman 04/01/2019 0 Banga, Ajay Member 04/01/2019
)
(a Fettig, Jeff M. Member 04/01/2019 T Environment, Health, Safety and Technology Committee Last Name Position Start Date Elected Date
{a Barton, Jacqueline K. Chairman 04/01/2019 0 Bush, Wesley G. Member 04/01/2019 0 Hinman, Jacqueline C. Member 04/01/2019
-0 Shaw, Ruth G. Member 04/01/2019 0 Yohannes, Daniel W. Member 04/01/2019 T Governance Committee Last Name Position Start Date Elected Date 0 Fettig, Jeff M. Chairman 04/01/2019
~ Banga, Ajay Member 04/01/2019
~ Bell, James A. Member 04/01/2019
'P Davis, Richard K. Member 04/01/2019 https://bps-76.blueprintserver.com/Company/0:fficers.asp?QR=DOWHOLDING&RESUL... 11/5/2019
Page 3 of 4 v Officers
- Last Name Position Start Date Elected Date Assistant 0 Wendt, Jonathan P.
Secretary 08/30/2018 04/01/2019 Chief 0 Fitterlmg, Jim Executive 08/30/2018 04/01/2019 Officer Chief 0 Ungerleider, Howard I. Financial 08/30/2018 04/01/2019 Officer Chief Tax
~ Tassin, Brian B.
Officer 10/10/2019 Chief 0 Sreeram, A. N. Technology 04/01/2019 Officer 0 Edmonds, Ronald C. Controller 04/01/2019 Corporate 0 Kay, Colleen W.
Auditor 04/01/2019 Corporate 0 Wilson, Amy E.
Secretary 08/30/2018 Corporate Kalmar, Melanie Vice 04/01/2019
"° President General 0 Wilson, Amy E. 04/01/2019 Counsel 12 Ungerleider, Howard I. President 08/30/2018 04/01/2019 Senior Vice 0 Holicki, Peter 04/01/2019 President Senior Vice 0 Kraef, Torsten President 04/01/2019 Senior Vice
'2)- , Sreeram, A. N. 04/01/2019 President
~ McGuire, Gary J. Treasurer 08/30/2018 04/01/2019 I
https://bps-76.blueprintserver.com/Company/Officers.asp?QR=DOWHOLDING&RESUL... 11/5/2019
Page 4 of 4 0 Draves, Mary F. Vice 04/01/2019 President Vice 0 Edmonds, Ronald C. 04/01/2019 President Vice 0 McGuire, Gary J.
President 04/01/2019 Chief Human 0 Carter, Karen S. Resources 04/01/2019 Officer Chief
'0 Draves, Mary F. Sustainability 04/01/2019 Officer Chief Information 0 Kalmar, Melanie and Digital 04/01/2019 Officer https://bps-76.blueprintserver.com/Company/Officers.asp?QR=DOWHOLDING&RESUL... 11/5/2019
Attachment II: The Dow Chemical Company, Officers Page 1 of 2 Current Officers & Directors (Default)
The Dow Chemical C0mpany Date 11/05/2019
.,. Board Positions Last Name Position Start Date Elected Date 0 Fitterling, Jim Director 07/01/2018 "2) Ungerleider, Howard I. Director 08/31/2017
.., Officers
-~-
Last Name Position Start Date Elected Date f
f Assistant
-0 Trzcinski, Leah Secretary 10/01/2018 Assistant 0 Wendt, Jonathan P. 05/11/2017 05/11/2017 Secretary Chief 0 Fitterling, Jim Executive 07/01/2018 Officer Chief It) Ungerleider, Howard I. Financial 10/01/2014 05/11/2017 Officer Chief Tax 0 Tassin, Brian 8.
Officer 10/10/2019 Chief
~ Sreeram, A. N.
\
Technology 04/22/2019 Officer 0 Edmonds, Ronald C. Controller 11/02/2009 05/11/2017
- 42) Kay, Colleen W. 07/13/2017 https://bps-76.blu~printserver.corn/Company/Officers.asp?QR=DOWCHEMOOl&RESUL... 11/5/2019
Page 2 of2 Corporate Auditor Corporate 0 Wilson, Amy E.~
Secretary 02/01/2015 05/11/2017 Corporate 0 Kalmar, Melanie Vice 04/22/2019 President General 0 Wilson, Amy E.
Counsel 10/01/2018 0 Ungerleider, Howard I. President 07/01/2018 Senior Vice 0 Holicki, Peter 10/15/2015 05/11/2017 President Senior Vice 0 Kraef, Torsten President 04/22/2019 Senior Vice 0 Sreeram, A N.
President 10/15/2015 05/11/2017
~ McGuire, Gary J. Treasurer 04/15/2016 05/11/2017 Vice
'3 Draves, Mary F.
President 04/22/2019 Vice 0 Edmonds, Ronald C. 11/02/2009 05/11/2017 President Vice
'P McGuire, Gary J.
President 04/15/2016 05/11/2017 Chief Human
{d Carter, Karen S. Resources 10/15/2018 Officer Chief
- 12) Draves, Mary F. Sustainability 04/22/2019 Officer Chief lnfom1ation 0 Kalmar, Melanie 04/22/2019 and Digital Officer '
https://bps-76.blueprintserver.com/Company/Officers.asp?QR=DOWCHEMOOl&RESUL... 11/5/2019
Attachment Ill: The DTRR Surety Bond Renewal of March 2019
. 0 0 Commercial & Personal Insurance
~Simkiss Risk Management Consulting Employee Benefits Services Lil&Block Life Insurance Planning Surety Bonding Marth 21, 2019 The Dow Chemical Company 2211 H.H. Dow Way Globa1 Dow Center, Office 2243 Midland. Ml 48674 Attn: Core Legal .Practices Re: Name of Priacfpal: The Dow Chemical Company Name ofObllgee: US N~Jear Regulatory Commission Type of Bond: Reclamation - OiVOas Bond Number: 62]0359
Dear Rebecca:
In accordance with your request, enclosed please find the increase rider we Issued In order to increase the above bond from $6, I 08,881 to $6,224,950. Please have an authorized Individual sign the rider and have it filed prior to the renewal date of April 30, 2019.
Should you have, any questions, please do not hesitate to contact us. Thank you.
Sincerely, SIMKISS & BLOCK
(, ~
'TIKrte~ Bassett Sr. Surety Representative
/tb Enc.
2 Paoli Office Parle I PO Box 1787 I Paoli, PA 19301-0826 I Phone: 610.727.5300 I Fax: 610.727.5414 I www.simklss.com Delivering world-class solutions
'1
., , 0 Increase PENALTY RIDER To be attached and form a part of Bond No. 6210359 dated the 30th day of Andi,' executed by Safeco Imura11cc Compagy of America 85 saRty, OR be)ullfofTbe Dow Chemical Company U carrent principal or record, and In favor or US Npclear Regu!atoo: Commluloo, as Obligee, and In the amount or Six MUllop Oge Hundred Eight Tbouuod Eight Hupdred Eighty One Dollars aAd
~ (56,108,881.00).
In consideratloa of the agreed preml*m charged for this bond, It is aodentood and agreed that S.fw> lpsuraace Compagy of America ltereby consents that effective from the~ day of Aru:I!,
~ saJd boad sbaU be amended as follows:
THE BOND PENALTY SHALL BE Increased:
FROM: Six Million Oae Hpqdred Elgllt TIIOD511Dd Eight Hugdred Ei2bty One Dollars 8Dd 00/100 (S6, 108,881.00)
TO: Six MUlion Two H!Qdred Twenty Four Tbogsagd Nine Ha ad red Fifty Dollan aDd 00/100' (S6.l24,950.00)
The lrterease of said hood penalty sbaU be effective as oftlle 29th day of Al2dl, 2019. and does hereby agree that the cootlauity of protectlo11 nader said hood subject to changes in penalty shall DOt be Impaired ltereby, provided that tbe aggregate liability of tlte above mentioned bond sbaU not exceed the amount of liability aunaed by it at the tiae the act and/or acts of defaalt were committed and in no event shall such liability be c:amulatlve.
Si&oed, sealed and dated this 21st day of .M!.wl, ~ .
The Dow Chemical Company PRINCIPAL Safeco Insurance Co111pa9y o( A1Derfc:a
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SUR£TY -
ATIORNEV-IN-FACT
THIS POWER OF ATTORNEY IS NOT VAY- UNLESS IT IS PRINTED ON RED BACKGRf°'ao.
]his PoMr ol Attorney limits the acts or those named tL ~~ and lhay hM no IUlhClrily to bind the Campany except ii ..... nnrw and to the extent herein staled.
Cellilicate N o ~
American States lnllll'al'ICa Company Fils! National lnswance Company of America Genera: lnllnnc:e Company of America Safeco Insurance Company or America POWER OF ATTORNEY KNOWN ALL PERSONS BY 1HESE PRESENTS: That American States Insurance Coo,pany Is a caporatlDn duir Olljal1ized under Iha laws of Iha Stale of lrlliana, that Frst National lnsuranca Company or America. General Insurance Caqiany of Amenca, 811d Sallco lnslnnce Canpany of America n corporations d~ organized under Ille laws of the Slate or New Hampstn (lllnlln mlleclively called Iha "Companies1, punuan1 tu nl by autharily herl!in III fur111, c1oes hlllby nane, amua and appa1nt.
Brian C. Bloclc; Daniel P. Dy,lgan; James L Hahllj Joseph W. Kolok. Jr.; Richard J. Deckarj Willam F. Slmklss all at Ille city of Paa11 stale of PA eadllndividualy lllhent be mocehn one 111111ed, lls INe and lawful allomly-in-facl tomake. 8Xlalla, seal, acknowledge and deliver, lor and on 11s behalf as surety and as Its ad and deed, aiy and an undertakings, bonds, ~ and Olhllr' 5Ul9ty obigalions, in pinuanca or these presents and shall be aa bidlg upon Illa Companin as If lhey have been duly signed by Ille pl8Sidenl and aaestad by Ille seaetary of lhe Companies In their own proper persons.
IN WITNESS WHEREOF. this Power of Allomey has been subscnbed by an authorized off",cer or olflcial of lhe Companies and lhe corpcrale seals of lhe Companies have been aflbted lherelothls29th dayof MIich 2017 .
American Slates Insurance Company First National Insurance Company of America General Insurance Company of America ~
Safeco~ln *nce - n y of America I By: ~ -
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- David M C y, AQ!slant Seaalary STATE OF PENNSYLVANIA ss :
111 COUNTY OF MONTGOMERY ro J5 C
-j ...& On Ibis~ day of March ..!!!!,_, before me personally appeared David M. Carey. who acknowledged himself lo be the Assislanl Seclelary of American States lnsvra"'8
=o ca 1-u* Campany, First National Insurance Company of America. General lnsuranca Campany of America, and Safeco Insurance Campany of America. and that he. es such, being authorized ~
o.2 so to do, execute the foregoiAg instrument foe Iha purposes therein contained by signing on behalf of Iha c:orpo,atlon5 by hinsaU as a duly aulharized officer. CD
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- IN WITNESS WHEREOF. I have hereunto subscribed my name and affixed my nolarial seal at Klng of Prussia, Pennsylvania, on Ille day and year nrst above written o
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~ ~ COMMOHWEAI.TH OF PENNSYLVANIA ~ /j ~o c( eo,
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3clf;s T..-=~Nlllc Upper Merion Twp. Monlgomory County My CQfflll'l!Ulon E*pife1 Maldl 28.202 1 By:~~
Terwa Palllla, Nola,y Pubic
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- ,..._,l'ennsrt-,11, Auacl."'°"olNOlalles Q.
o* m C &! Ttl.l Power of Attorney Is made and axaculed pursuant lo and by authority of th, lollowlng By*laws and Aulhorizalions of The Ohio Casualty Insurance Company, Uberty Mutual .!! o
&-; Insurance Campany, and West American Insurance Campany which resolutions are new In full force and effect reading as follows: £: ~
!1114D,! ARTICLE IV - OFFICERS - Section 12. Power of Attomey. Any officer or oilier oficial of the Co,poration aulhorized ror that purpose in writing by Iha Chairman or the President. and ~
Oc i
o c subject to such limilation as the Chaimlan or lhe PresJdenl may pnisc:ribe, shaB appoint such atlomeyHl-facl, as may be necessary to act in behalf of the Corporation lo make, execute, :g !
E -: seal, acknowledge and deliver as surety .-,y and all llldertakilgs, bonds, rea,gnlzances and other surety obigalions. Such atlomeys-ln*lad, subject to the fimllalions set rorth In their = CD
~ ! nispective powers of allomey, shall have full power to bind the CorporaUon by their si!Jlalure and exeailld. such lnsllllmenlS shall be as binding as ii signed by the President and
""' ~ atlesled to by Iha Ser:retary. Any power or authollty i,anted to any representative or atlorney-ln-fact tnler Iha plOVisions of lhis article may be l8VOked at any line by 118 Soard the ca, ~
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- !:! l;' Chaiman, Ile President or by the officer or officelS grantng such power or aulhority. :: ~
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! ~ Ctrtlftcate of Dlslgnatlan - The President of Iha Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary lo appoilt such allomeys,ln- Ii= ~
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- i ii fat! as may be necessary to act on behalf or the Company lo make, executs, sea~ acknowledge and deilvet as surety any and all undertakings. bonds. recognizances and other surely 5u ~
obligalions. 'I""
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Aulhorization - By unanimous ainsent of the Company's Bo.wd of Diredor.l. !he Company consents lhat facsimile or mechanically reproduced signature of any assistant secretary F 'I""
of the Colnpaly, wllerever appealing upon a cer1ified copy of any power of allomey issued by 1he Company in COllllBClion with surety bonds, shan be vaHd and binding upon Iha Company with the same force and effect as lhough manually allbled.
I, Renee C. Uewelyn, the undersigned, Asslslant Seaetary, of American Stales lnMance Company, Filst Nallonal lnsuiance Company of America, General Insurance Company of America, and Safeco Insurance Company of America do hlraby Clltily llla1 lhe original pcr.ver or anomey of WNCh the foregolrlg is a rua, true and correct copy of Iha Power of AUomey executed by said COll'lpanies, is la full force and elfect and bas IIOI been rawked. '1-IN TESTIMONY WHEREOF. I have hel8urrto set my hand and affixed the seals of said Companies~/ 5' day of * '1!.J!!J__
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