Minutes of a meeting of the Plaquemines Parish Council, as the Sole Governing Authority of the Plaquemines Port, Harbor & Terminal District, held at the Pointe-a-la-Hache Courthouse Council Chambers, 18055 Highway 15, Pointe-a-la-Hache, Louisiana on Thursday, July 28, 2022, at 4:00 p.m., pursuant to notice to all members with a quorum present as follows:

PRESENT:

Commissioner Benedict Rousselle, Chairman

Commissioner John L. Barthelemy, Jr.

Commissioner Corey Arbourgh

Commissioner Stuart J. Guey

Commissioner Carlton M. LaFrance, Sr.

Commissioner Richie Blink

Kim M. Toups, Secretary

ABSENT:

Commissioner W. Beau Black

Commissioner Trudy Newberry

Commissioner Mark Cognevich

Sandy Sanders, Chambrel Riley Williams and Christie Nielsen were present representing the Port.

The Prayer was said and the Pledge was recited.

Commissioners Black and Newberry joined the meeting at 4:02 p.m.

Due to a technical issue, all of Commissioner Arbourgh’ s votes were verbal.

There being no matters under Agenda Item 2, “Executive Session,” Commissioner Rousselle moved to Agenda Item 3, “Status Report by the Executive Port Director.” Without objection, so ordered.

Commissioner Rousselle moved to Agenda Item 3a, “Financial Report/Budget to Actual.” Without objection, so ordered. Mrs. Williams stated that all Port Commissioners have been provided with a 2022 Total Budget Report and Detailed Budget Report with actual expenditures as of June 30, 2022. Mrs. Williams then reviewed the highlights of subcategories of revenue and expenditures. The full presentation will be posted to the Port website.

There being no matters under Agenda Item 4, “Bids and Advertisements,” Commissioner Rousselle advanced to Agenda Item 5, “Introduction of Ordinances and Resolutions.”

The following legislation was introduced.

1.) A Resolution authorizing and directing the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”), Benedict Rousselle, to negotiate and enter into an Employment Contract with Melissa Folse Oubre as In-House Legal Counsel for the Plaquemines Port, Harbor & Terminal District; and otherwise to provide with respect thereto. COMMISSIONER ROUSSELLE

2.) An Ordinance authorizing Sandy Sanders, Executive Director of Plaquemines Port, Harbor and Terminal District to purchase land owned by Celeste D. Ancar (Ancar); and otherwise to provide with respect thereto. COMMISSIONER ROUSSELLE

Commissioner Rousselle moved to Agenda Item 6, “Ordinances and Resolutions on second reading and final passage.” Without objection, so ordered.

Agenda Item 6a(1), “An Ordinance authorizing Sandy Sanders, Executive Director of Plaquemines Port, Harbor and Terminal District to purchase land owned by M&S Adventures, LLC., through Deborah Ann White (collectively “White”); and otherwise to provide with respect thereto” was deferred.

Commissioner Guey offered Agenda Item 6b with changes.

On motion of Commissioner Guey, seconded by Commissioner Arbourgh, and on roll call all members present and voting “YES,” except Commissioners Rousselle, LaFrance and Blink, who voted “NO,” and Commissioner Cognevich who was “ABSENT,” the following Resolution was adopted:

A Resolution authorizing and directing the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”) to enter into an Employment Contract with Maynard J. “Sandy” Sanders for services as Port Executive Director, by signing the Employment Contract; to enter into said contract for a term of three months with the term ending on November 4, 2022; authorizing and directing the Port Chairman to sign the documents to enter into the contract by the close of business on August 4, 2022; and otherwise to provide with respect thereto.

WHEREAS, it is the desire of this Council, as the sole governing authority of the Plaquemines Port, Harbor and Terminal District (the Port) to enter into a contract for services regarding work as Port Executive Director with Maynard J. “Sandy” Sanders for a term of three months with the term ending on November 4, 2022;

NOW, THEREFORE:

BE IT RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMNES PORT, HARBOR & TERMINAL DISTRICT THAT it hereby authorizes and directs the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”) to enter into an Employment Contract (a copy of which is attached as Exhibit “A”) with Maynard J. “Sandy” Sanders for services as Port Executive Director, by signing the Employment Contract, as approved by the Plaquemines Parish Council, to enter into said contract for a term of three months with the term ending on November 4, 2022.

BE IT FURTHER RESOLVED, BY THE PLAQUEMINES PARISH COUNCIL, AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT it herby authorizes and directs the Port Chairman to sign the documents to enter into the contract by the close of business on August 4, 2022.

BE IT FURTHER RESOLVED, BY THE PLAQUEMINES PARISH COUNCIL, AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT the Secretary of this Council is hereby authorized and directed to immediately certify and release this Resolution and that Port employees and officials are authorized to carry out the purposes of this Resolution, both without further reading and approval by the Plaquemines Parish Council.

Commissioner Barthelemy offered a Motion to Reconsider the vote of a resolution entitled, “A Resolution authorizing and directing the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”) to enter into an Employment Contract with Maynard J. “Sandy” Sanders for services as Port Executive Director, by signing the Employment Contract; to enter into said contract for a term of three months with the term ending on November 4, 2022; authorizing and directing the Port Chairman to sign the documents to enter into the contract by the close of business on August 4, 2022; and otherwise to provide with respect thereto.” The motion was seconded by Commissioner Rousselle, and on roll call, all members present voting “YES,” except Commissioner Cognevich who was “ABSENT,” the motion was adopted by a vote of 8-0.

On motion of Commissioner Guey, seconded by Commissioner Arbourgh, and on roll call all members present and voting “YES,” except Commissioners Rousselle, LaFrance and Blink, who voted “NO,” and Commissioner Cognevich who was “ABSENT,” the following Resolution was adopted:

A Resolution authorizing and directing the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”) to enter into an Employment Contract with Maynard J. “Sandy” Sanders for services as Port Executive Director, by signing the Employment Contract; to enter into said contract for a term of three months with the term ending on November 4, 2022; authorizing and directing the Port Chairman to sign the documents to enter into the contract by the close of business on August 4, 2022; and otherwise to provide with respect thereto.

WHEREAS, it is the desire of this Council, as the sole governing authority of the Plaquemines Port, Harbor and Terminal District (the Port) to enter into a contract for services regarding work as Port Executive Director with Maynard J. “Sandy” Sanders for a term of three months with the term ending on November 4, 2022;

NOW, THEREFORE:

BE IT RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMNES PORT, HARBOR & TERMINAL DISTRICT THAT it hereby authorizes and directs the Plaquemines Port, Harbor & Terminal District Chairman (“Port Chairman”) to enter into an Employment Contract (a copy of which is attached as Exhibit “A”) with Maynard J. “Sandy” Sanders for services as Port Executive Director, by signing the Employment Contract, as approved by the Plaquemines Parish Council, to enter into said contract for a term of three months with the term ending on November 4, 2022.

BE IT FURTHER RESOLVED, BY THE PLAQUEMINES PARISH COUNCIL, AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT it herby authorizes and directs the Port Chairman to sign the documents to enter into the contract by the close of business on August 4, 2022.

BE IT FURTHER RESOLVED, BY THE PLAQUEMINES PARISH COUNCIL, AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT the Secretary of this Council is hereby authorized and directed to immediately certify and release this Resolution and that Port employees and officials are authorized to carry out the purposes of this Resolution, both without further reading and approval by the Plaquemines Parish Council.

On motion of Commissioner Rousselle, seconded by Commissioner Newberry, and on roll call all members present and voting “YES,” except Commissioner Blink who voted “NO,” and Commissioner Cognevich who was “ABSENT,” the following Resolution was adopted:

A Resolution authorizing Maynard “Sandy” Sanders, as Executive Director of the Plaquemines Port Harbor & Terminal District (PORT), to enter into a Cooperative Endeavor Agreement (CEA) with Port Ship Service, Inc. (PSS) and Bear Associates, Inc. (BEAR) for the Lot B-3 Relocation project; and otherwise to provide with respect thereto.

WHEREAS, Art. VII, Section 14(C) of the Louisiana Constitution of 1974 provides that for a public purpose, the State and its political subdivisions or political corporations may engage in cooperative endeavors with each other or with any other private association, corporation or individuals; and

WHEREAS, BEAR and PSS desire to cooperate with PORT in the implementation of the Exchange as contemplated by the CEA and as hereinafter provided; and

WHEREAS, Lot B-3, being a portion of Junior Plantation, Parish of Plaquemines, State of Louisiana, which property is more fully described on Exhibit “A” attached hereto and made a part hereof (“BEAR Real Estate”) and PSS Improvements (as defined in the CEA) are unique insofar as they are located within other properties owned or controlled by PORT and acquisition of the BEAR Real Estate and PSS Improvements are a portion of an assemblage of properties absolutely necessary for a major expansion of PORT and economic development for the Plaquemines Port (the “Port Expansion Project”); and

WHEREAS, the PORT, BEAR and PSS have agreed to relocate the existing PSS operations to a replacement property already owned by PORT and proposed for transfer to BEAR, and establish substantially similar improvements thereon which will provide a reasonable equivalent to both BEAR and PSS consisting of replacement real estate property described as Lot 2-A, Point Celeste Farms, Parish of Plaquemines, State of Louisiana, which property is more fully described on Exhibit “B” attached hereto and made a part hereof (the “Replacement Real Estate”) and certain replacement improvements to be constructed thereon in accordance with the Project Documents (as defined in the CEA) (the “Replacement Improvements”), all as more fully set forth herein. In its present condition, the Replacement Real Estate is unimproved vacant land;

NOW, THEREFORE:

BE IT RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT HARBOR & TERMINAL DISTRICT THAT it hereby authorizes Maynard “Sandy” Sanders to enter into a Cooperative Endeavor Agreement with the Port Ship Service, Inc. and Bear Associates, Inc. for the Lot B-3 Relocation Project, in a form substantially in conformance with the attached CEA.

BE IT FURTHER RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT HARBOR & TERMINAL DISTRICT THAT it hereby authorizes Maynard “Sandy” Sanders to enter into an initial act of exchange whereby the BEAR Real Estate and Replacement Real Estate are transferred and exchanged by BEAR and PORT respectively and subsequently an exchange between PSS and PORT of the PSS Improvements in return for the Replacement Improvements with both exchanges providing reasonably equivalent value for the respective parties, and all in accordance with the CEA.

BE IT FURTHER RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT HARBOR & TERMINAL DISTRICT THAT it hereby authorizes Maynard “Sandy” Sanders to enter into any and all other transactions, contracts and agreements reasonably contemplated by the CEA which is authorized and approved herein.

BE IT FURTHER RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT HARBOR & TERMINAL DISTRICT THAT the Secretary of this Council is hereby authorized and directed to immediately certify and release this Resolution and that PORT employees and officials are authorized to carry out the purposes of this Resolution, both without further reading and approval by the Plaquemines Parish Council.

There were no matters under Agenda Item 7, “New Business;” therefore, Commissioner Rousselle moved to Agenda Item 8, “Approval of the Minutes.” Without objection, so ordered.

On motion of Commissioner LaFrance seconded by Commissioner Arbourgh, and on roll call all members present and voting “YES,” except Commissioner Cognevich who was “ABSENT,” the following Resolution was adopted:

BE IT RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT it hereby approves the minutes of the July 14, 2022, regular Port Meeting as recorded by the Secretary of this Council.

BE IT FURTHER RESOLVED BY THE PLAQUEMINES PARISH COUNCIL AS THE SOLE GOVERNING AUTHORITY OF THE PLAQUEMINES PORT, HARBOR & TERMINAL DISTRICT THAT the Secretary of this Council is hereby authorized and directed to immediately certify and release this Resolution and that Port employees and officials are authorized to carry out the purposes of this Resolution.

There being no further business to come before this Council, on motion Commissioner Black seconded by Commissioner Newberry, and on roll call all members present voting “YES,” except Commissioner Cognevich who was “ABSENT,” the meeting adjourned at 5:30 p.m.

Chairman

Secretary

For a full transcript of discussions and presentations, a video of this meeting is available for viewing on the Parish website www.plaqueminesparish.com and YouTube.

August 16, 2022