?LEGAL NOTICE
STATE OF LOUISIANA PARISH OF CAMERON
COOPERATIVE ENDEAVOR AGREEMENT
FILED AND RECORDED IN CAMERON PARISH, LA
JUNE 23, 2016 9:34 AM
CLERK OF COURT
RECORDER
EXHIBIT A
This COOPERATIVE ENDEAVOR AGREEMENT “’Agreement”) made and entered into as of the 21st day of June, 2016, by, between and among:
1 CAMERON PARISH POLICE JURY, herein represented by Curtis Fountain, President, of the Cameron Parish Police Jury (the “Police Jury”);
2. TRANSCAMERON PIPELINE, LLC, a Delaware limited liability company authorized to and doing business in the State of Louisiana, herein represented by Graham McArthur, its duly authorized Chief Financial Officer and Treasurer (“TransCameron”); and
3. VENTURE GLOBAL CALCASIEU PASS, LLC, a Delaware limited liability company authorized to and doing business in the State of Louisiana, herein represented by Graham McArthur, its duly authorized Chief Financial Officer and Treasurer (“Venture Global Calcasieu Pass” and, together with TransCameron, “Venture Global”, and together with TransCameron and the Police Jury, collectively, the “Parties”).
WITNESSETH:
WHEREAS, Venture Global is developing and intends to construct, own, and operate a liquefied natural gas export terminal and interconnecting pipelines owned by Venture Global or its affiliates (“LNG Export Project”) set forth in attached “Exhibit A” on a site adjacent to the Calcasieu Ship Channel (“LNG Project Site”) in Cameron Parish, Louisiana (“Parish”), construction of which is anticipated to be substantially completed and become operational during the 2019 tax year;
WHEREAS, although Venture Global’s LNG Export Project intends to apply for the industrial ad valorem tax exemption provided for in Louisiana Constitution Article VII, § 21(F) (“ITE”), Venture Global has a significant interest in supporting the Police Jury whose infrastructure, facilities, and equipment will support the LNG Export Project and its suppliers, contractors, and employees;
WHEREAS, while the Parish and its residents will receive immediate and extensive benefits from construction and operation of the LNG Export Project in Cameron Parish, including creation and maintenance of employment opportunities stimulation of economic development and fostering of industrial innovation and improvements, they also may experience disturbance or interruption to currently available cultural and recreational activities as a result of such project, namely restricted access to the public boat launch (the “Existing Boat Launch”) and public jetty pier facility (the “Jetty Pier”) located adjacent to the southern border of the LNG Project Site, which are currently accessed via Davis Road;
WHEREAS, Venture Global is willing and has agreed to reimburse the Police Jury certain amounts, as set forth herein, to ensure that the residents of Cameron Parish enjoy continued access to such cultural and recreation areas and attendant activities;
WHEREAS, the Parties hereto desire to designate this Agreement a cooperative endeavor agreement, as permitted by Sections 9020 through 9037 of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and Art. VII, Section 14(c) of the Louisiana Constitution of 1974, as amended (“Cooperative Economic Development Law”), and contract as herein provided with respect to Venture Global’s making payments to the Police Jury, and otherwise contracting in accordance with the provisions of Section 2758 and Sections 1321 though 1331 of Title 33 of the Louisiana Revised Statutes of 1950, as amended (“Local Services Law”).
NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein contained, it is agreed as follows:
ARTICLE I
VENTURE GLOBAL’S
OBLIGATIONS
A. Commencing upon the execution of this Agreement, Venture Global Calcasieu Pass will obtain an option (the “Option”) to lease (the “Lease”) an approximately fifty-eight (58) acre parcel located in Cameron, Louisiana, as depicted on attached “Exhibit B” (the “Property”). The Lease shall have a term that is no shorter in duration than the term of the lease entered into by Venture Global Calcasieu Pass for the LNG Project Site. Upon the occurrence of the Final Investment Decision for the LNG Export Project, Venture Global Calcasieu Pass will assign all of its interests in, to, and under the Option to the Police Jury and the Police Jury shall exercise the Option and enter into the Lease. In connection therewith, the Police Jury shall release Venture Global Calcasieu Pass, and obtain a release agreement from the land owner under the Option and the Lease releasing Venture Global Calcasieu Pass, from any further obligations or liabilities under the Option and Lease; provided, however, that Venture Global shall provide to the Police Jury one hundred percent (100%) of the rent payments owed by the Police Jury under the Lease. For purposes of this Agreement, “Final Investment Decision” shall mean the point at which Venture Global and its affiliates have obtained all necessary debt and equity financing arrangements, obtained all necessary permits and approvals, to construct, own and operate the LNG Export Project, and commenced the construction of the LNG Export Project.
B. The Property shall be used for the design, construction, operation and maintenance of (a) a public park; (b) a public marina (the “Marina”); (c) a public boat launch (the “Boat Launch”); (d) parking for recreational vehicles; and (e) a restaurant (collectively, the “Facilities”) to be privately owned and operated by a vendor selected by the Police Jury with advice and input from Cameron Answers and other public interest parties (together, the “Public Interest Parties”).
C. Commencing upon the execution of this Agreement, the Police Jury shall engage FD Stonewater, LLC (“FD Stonewater”) to act as the construction manager to advise the Police Jury regarding the design, engineering and construction of the Facilities and to oversee and approve of costs related to the design, engineering and construction of the Facilities, all in accordance with a budget approved by Venture Global. Thereafter, in accordance with applicable laws, the Police Jury will select, with advice and input from Venture Global, FD Stonewater, and Public Interest Parties, an architect and engineer to design and provide engineering for the Facilities, in accordance with a budget approved by Venture Global. The architectural renderings and/or design engineering for the Facilities will be reviewed by the Police Jury, Venture Global and FD Stonewater and approved by the Police Jury, following advice and input from Venture Global and FD Stonewater. The architectural renderings and/or design engineering will also be reviewed by the Public Interest Parties, who may also provide comments thereto. Prior to the occurrence of the Final Investment Decision, the Police Jury will, in accordance with applicable laws, select, with advice and input from Venture Global and FD Stonewater, a construction contractor to construct the Facilities, in accordance with a budget approved by Venture Global, pursuant to a construction contract to be entered into between the construction contractor and the Police Jury. Upon the occurrence of the Final Investment Decision, the Police Jury shall issue the notice to proceed with construction of the Facilities under the construction contract. Venture Global shall provide to Police Jury one hundred percent (100%) of the costs related to (a) the design, engineering, construction, and construction management of the Facilities; and (b) any modifications to the Jetty Pier necessary to continue the operation and maintenance of the Jetty Pier as a public recreation area in accordance with applicable
D. Upon the later of the closure of Davis Road at the commencement of construction of the LNG Export Project or the completion of construction of the Facilities, the Police Jury shall commence the operation and maintenance of a water shuttle service, during daylight hours, from the Marina to the Jetty Pier for use by recreational users of the Jetty Pier (the “Shuttle Service”); provided, Venture Global shall use reasonable efforts to facilitate the Shuttle Service commencement as soon as practicable upon the completion or resolution of potential hazardous and other unsafe conditions, including but not limited to construction activities and the re-routing of utilities necessary to allow the Jetty Pier to be re-opened for public use and obtaining all associated permits. The Shuttle Service shall be operated and maintained by the Police Jury, or its designated subcontractor to be approved in writing by Venture Global Calcasieu Pass, for a term no shorter than the term of the lease entered into by Venture Global Calcasieu Pass for the LNG Project Site. Venture Global shall provide to Police Jury one hundred percent (100%) of the costs of operating and maintain the Shuttle Service. Venture Global and the Police Jury will mutually agree on the selection of the vessel(s) (to be obtained by the Police Jury at Venture Global’s expense) used for providing the Shuttle Service and will agree, on an annual basis, to a budget for the operation and maintenance of the Shuttle Service.
E. The Parties recognize and agree that the dollar amount of each of Venture Global’s above-referenced payments and obligations will be determined in good faith and memorialized in subsequent agreements to be executed by the Parties.
ARTICLE II
POLICE JURY’S
OBLIGATIONS
A. The Police Jury will promptly, and in any event no later than October 31, 2016, take all steps reasonably necessary to assist and support Venture Global, including obtaining conditional approvals, with the closure of Davis Road at the northern border of the LNG Project Site. The Police Jury will promptly, and in any event no later than the occurrence of the Final Investment Decision, take all steps reasonably necessary to assist and support Venture Global, including obtaining conditional approvals, with the rerouting of any utilities that are required for the operation of the Jetty Pier in a manner that such utilities will not interfere with the construction, operation or maintenance of the LNG Export Project, and assist Venture Global with certain modifications to the Jetty Pier, including the removal of any parking area, offices, and/or infrastructure related to recreational vehicles. The removal of any parking area, offices and/or infrastructure related to recreational vehicles or modifications to the Jetty Pier shall be subject to applicable restrictions imposed by the Federal Emergency Management Agency. The Police Jury will continue the operation and maintenance of the Jetty Pier as a public recreation area in accordance with applicable law and not take any action to create, or permit the creation of, alternative motor vehicular access to the Jetty Pier other than access necessary for first responders, including, but not limited to, the sheriff and the fire chief. The Police Jury will not sell, assign, transfer, encumber or dispose all or any portion of the Property or its interest in the Property without the prior written consent of Venture Global, which consent shall not be unreasonably withheld or delayed; provided, however, such consent shall not be required in the event of the taking of any portion of the Property by eminent domain or condemnation. The Police Jury will, without additional compensation, terminate any interest it has in the real property on which the Existing Boat Launch is located.
B. The Police July will not undertake any activities on the Property that, in Venture Global’s reasonable determination, interfere with the LNG Export Project and/or the Facilities. The Police Jury will provide support to Venture Global with respect to all local, state, and federal regulatory agencies, as reasonably requested by Venture Global, regarding the permits and approvals for the LNG Export Project that relate to the implementation of this Agreement. The Police Jury will support Venture Global in obtaining the ITE property tax abatement from the State of Louisiana fot proper taxes that may be assessed against the LNG Export Project.
ARTICLE III
REIMBURSEMENT
With respect to each of Venture Global’s payment and reimbursement obligations referred to in Article I, Venture Global and the Police Jury recognize and agree that the details regarding calculation and payment of each such obligation will be determined in good faith and memorialized in subsequent agreements to be executed by the Parties. Such agreements shall specify separate accounting and payment protocols for each of the following expenses (the “Expenses”):
A. Option Payments
B. Lease Payments
C. Design, Engineering, Construction, and Construction Management of the Facilities
D. Operation and Maintenance of the Shuttle Service
E. Non-recurring out of pocket costs related to the re-routing of utilities and infrastructure modification at the Jetty Pier
ARTICLE IV PAYMENTS
IN LIEU OF TAXES
A. In exchange for Venture Global’s undertaking the obligations expressed in this Agreement, the Police Jury and Venture Global agree to negotiate in good faith to obligate themselves through a subsequent Payment in Lieu of Taxes Agreement (“PILOT Agreement”), and the Police Jury shall use its good faith efforts to encourage all other taxing authorities located within the Parish, subject to the oversight and jurisdiction of the Police Jury, to enter into the PILOT Agreement to provide Venture Global a credit against ad valorem taxes to be levied against the LNG Export Project’s taxable proper in the Police Jury on a basis to be negotiated with Venture Global (the “Tax Credits”) for each dollar paid for Expenses by Venture Global to the Police Jury (the “Payments”); provided, however, no Tax Credits shall be provided to Venture Global in exchange for Expenses incurred by Venture Global in connection with the design, engineering, construction, or construction management of the Boat Launch, the parking for recreational vehicles and the Shuttle Service. Pursuant to the PILOT Agreement, the Payments shall be considered as “in lieu of” ad valorem tax payments and applicable to any LNG Export Project property that is or becomes subject to ad valorem taxation in the Police July.
B. The PILOT Agreement shall set forth the terms and rate at which the Tax Credits in favor of Venture Global shall be claimed each year by Venture Global as well as the carry toward and application in subsequent tax years of unclaimed Tax Credits.
ARTICLE V
DEFAULT
The failure of Venture Global to make Payments as provided in Article III shall constitute a default under this Agreement, provided that such default may be remedied if the Payments are paid within sixty (60) days of notice of such default. The failure of Police Jury to fulfill its obligations as provided in Articles II, IV, and VI shall constitute a default under this Agreement, provided that such default may be remedied if the obligations are satisfied within sixty (60) days of notice of such default.
ARTICLE VI
EFFECTIVE DATE
This Agreement shall become effective on the date (“Effective Date”) that all of the signatory Parties shall have individually and collectively, to the satisfaction of all Parties, as evidenced by their written confirmation, taken all necessary corporate, governmental, regulatory and legal actions as may be required to allow them to be legally bound by the terms and conditions provided for herein. Each Party shall use reasonable efforts to accomplish such actions.
ARTICLE VII
RETIREMENT
WITHHOLDINGS
The Police Jury shall, after receipt of the Payments provided for herein, withhold the same percentage of the Payments as that authorized by law to be withheld from ad valorem taxes for payment into public retirement systems and shall transfer the withheld amount proportionally to the respective retirement systems.
ARTICLE VIII TERM
OF AGREEMENT
This Agreement shall remain in full force and effect during the term of the Lease.
ARTICLE IX PAYMENT
OF OTHER TAXES
Nothing contained in this Agreement shall relieve Venture Global from any obligation to pay any taxes, specifically including, but not limited to, ad valorem taxes levied by or owed to the Police Jury and any other tax-recipient body in the Parish.
ARTICLE X
FINANCING
A. Venture Global acknowledges that the Police Jury may seek to obtain financing supported by this Agreement (“Financing”) from certain authorized conduit issuers, other state or federal governmental authorities, and private financial institutions (“Taxing Authority Lenders”), Subject to the terms and conditions of its own indebtedness, Venture Global agrees to use commercially reasonable efforts to cooperate with the Police Jury in its efforts to obtain such Financing, including by: (i) supplying information concerning Venture Global and the LNG Export Project (that is in Venture Global’s possession and is not of a proprietary nature) as Taxing Authority Lenders may reasonably request; (ii) executing additional documents as are normal and customary for such Financing and as Taxing Authority Lenders may reasonably request; and (iii) talking other actions as are normal and customary for such Financing and as Taxing Authority Lenders may reasonably request.
B. Police Jury acknowledges that Venture Global will seek financial arrangements from financial institutions (“VG Lenders” and, together with Taxing Authority Lenders, the “Lenders.”)
C. The Parties hereto agree that the Police Jury and Venture Global may, without the consent of each other or the other Parties hereto, assign, mortgage, hypothecate, pledge, or otherwise encumber all or any portion of their interest in and to this Agreement in favor of any Lenders, and any such Lenders may assign such interest in and to this Agreement to any subsequent assignee in connection with the sale, transfer, or exchange of their rights in this Agreement upon and after the exercise of their rights and enforcement of their remedies against the assigning Party under any deed of trust or other security instrument creating a lien in their favor upon written notice to the other Parties. Each of the Parties shall execute such documents containing such normal, customary and reasonable terms as may be reasonably requested by any such Lenders or subsequent assignee to evidence and acknowledge its consent and the effectiveness of any such assignment, hypothecation, pledge or other encumbrance.
ARTICLE XI
DESIGNATION
A. This Agreement is hereby designated a cooperative endeavor agreement, as permitted by the Cooperative Economic Development Law and the provisions of Local Services Law. The validity of this Agreement is subject to all federal, state, and local laws.
B. Within thirty (30) days after the Effective Date of this Agreement, at Venture Global’s expense, the Police Jury shall file a Rule for Judgment as provided in La. R.S. 33:9031.1 and all Parties agree to support validation of this Agreement as provided in La. R.S. 33:9031.1. The Police Jury shall consult and confer with Venture Global regarding preparation of the Rule for Judgment, and the appeal of any judgment rendered in such proceeding, and shall obtain Venture Global’s written approval thereto, not to be unreasonably withheld, prior to such filing. Each Party agrees, to cooperate to obtain such validation, and, in any other legal proceeding challenging the validity or enforceability of this Agreement or any provision herein, to cooperate in defense of such challenge, including, without limitation, by: (1) supplying information as reasonably requested by any other Party hereto in advancement of such efforts; (ii) executing additional documents as are normal and customary for such suits and as reasonably requested by any other Party hereto; and (iii) taking other actions as are normal and customary for such suits as reasonably requested by any other Party hereto.
C. In the event that this Agreement is not validated pursuant to La. R.S. 33:9031.1 because of a deficiency that can be remedied by the Parties, the Parties shall, within one-hundred twenty (120) days thereof, take all necessary steps to remedy such deficiency, which may include, without limitation, execution of a new cooperative endeavor agreement with such deficiency remedied therein, and shall promptly seek validation pursuant to La. R.S. 33:9031.1. The foregoing obligation of the Parties shall continue and survive notwithstanding any termination of the Agreement pursuant to Article XIV hereof. If the Agreement is not validated after the Parties take such steps, the Agreement may be terminated by any Party after the date of a final judgment denying validation by a court having jurisdiction over the matter as provided in Article XIV hereof. The Parties shall in good faith collectively decide whether to appeal any judgment denying validation.
ARTICLE XII
COOPERATION
The Parties agree to be bound by the terms of this Agreement and further agree to coordinate and cooperate to achieve the ends desired by each of them to this Agreement. The Parties covenant and agree that they will execute such other and further documents as are or may become necessary or convenient to effectuate and carry out the purpose of this Agreement.
ARTICLE XIII EFFECT
OF AGREEMENT
A. Each Party represents and warrants to the other Parties that (a) such Party has the full and complete legal authority to enter into this Agreement; (b) such Party has taken all necessary corporate, governmental, regulatory and legal actions as may be required to allow such Party to execute and deliver this Agreement, perform its obligations hereunder, and be legally bound by the terms and conditions hereof, subject to bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally; (c) this Agreement is binding and enforceable in accordance with its terms on such Party and its successors; and (d) the authorizing resolutions or other approvals of each Party attached hereto in globo as “Exhibit C” are true and complete copies that have not been modified or rescinded.
B. This Agreement shall extend to, be binding upon, and inure to the benefit of the Parties hereto, their respective legal representatives, successors and assigns.
C. This Agreement supersedes all prior and contemporaneous oral and written agreements, understandings, negotiations, and discussions among the Parties relating to the matters and transactions covered by this Agreement.
D. This Agreement constitutes the entire agreement between the Parties and all Parties represent that no oral or other written representations have been made. No amendment or modification to this Agreement shall be enforceable unless reduced to writing and executed by all Parties. This Agreement shall not impart any rights enforceable by any third Party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by any other Party shall not be construed as a waiver of any other default.
E. If any provision of this Agreement is found to be invalid, void or unenforceable by any court having jurisdiction, the Parties shall use commercially reasonable efforts to promptly modify this Agreement to give effect to the original intention of the Parties.
F. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of Louisiana, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement.
G. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.
H. The Police Jury agrees that Venture Global may utilize all available remedies at law or in equity to enforce this Agreement and any provision hereof, expressly including injunction and mandate to compel compliance herewith without the necessity of proving damages or posting any bond.
ARTICLE XIV
TERMINATION
A. This Agreement may be terminated, and be of no further force or effect, upon the occurrence of any of the following events unless agreed otherwise in writing by the Parties (each, an “Early Termination Event”):
1) after the filing of a Rule for Judgment as provided in La. R.S. 33:9031.1 pursuant to Article XI hereof, a court having jurisdiction over the matter enters an appealable judgment either denying validation of the Agreement or that one or more provisions of this Agreement are invalid, void or unenforceable, and the Parties in good faith collectively decide to not appeal such judgment;
2) a Party in default fails to remedy such default within the time period specified in Article V after such Party has received a notice of default from any other Paid;
3) a Final Investment Decision is not reached by July 1, 2017; or
4) a Terminable Force Majeure Event (as defined in Article XV below) occurs.
B. If the Agreement is terminated due to an Early Termination Event, the Police Jury shall treat all Payments paid by Venture Global prior to the effective date of such termination as prepaid ad valorem tax payments, giving Venture Global a dollar-for- dollar credit for all such amounts paid.
ARTICLE XV
FORCE MAJEURE
A. A “Force Majeure Event” shall mean an extraordinary event or circumstance beyond the control of Venture Global, including but not limited to war, strike, riot, crime, acts or omissions of any governmental entity, catastrophic failure of any of the main components of the LNG Export Project, or an event recognized as an Act of God (such as fire, drought, hurricane, flooding, tornado, earthquake, volcanic eruption, or any other adverse weather event) that adversely affects Venture Global’s ability to construct or operate the LNG Export Project.
B. Upon occurrence of a Force Majeure Event, Venture Global shall give written notice of such event to the Police July within thirty (30) days of such occurrence. The Force Majeure Event shall commence on the date of such occurrence until the effects of such Force Majeure Event are fully removed, remedied or repaired, or otherwise no longer prevent performance of Venture Global’s obligations hereunder (the “Force Majeure Period”). Venture Global shall proceed with due diligence to effect repairs or undertake efforts to remedy or mitigate the effects of a Force Majeure Event.
C. During the first thirty (30) days of a Force Majeure Period, Venture Global’s obligations under this Agreement shall be suspended. A “Terminable Force Majeure Event” means a Force Majeure Event which lasts beyond thirty (30) days or significantly disrupts Venture Global’s operations at the LNG Export Project, and from which Venture Global does not intend to repair, remedy, replace, or resume full operations. Upon the occurrence of a Terminable Force Majeure Event, Venture Global, at its option, may terminate this Agreement pursuant to Article XIV.
ARTICLE XVI
NOTICES
All notices permitted or required under this Agreement shall be given in writing via certified mail, return receipt requested, to the applicable Party as follows:
To Police Jury:
President
Cameron Parish Police Jury Parish of Cameron
145 Smith Circle
Cameron, Louisiana 70631 with a copy to
Parish Administrator
Parish of Cameron
P.O. Box 1280
Cameron, Louisiana 70631
To Venture Global Calcasieu Pass:
Venture Global
Calcasieu Pass, LLC
c/o Venture Global LNG, Inc.
2200 Pennsylvania
Avenue NW, Suite 600W
Washington, D.C. 20037
Attention: General Counsel
To TransCameron:
TransCameron Pipeline, LLC c/o Venture Global LNG, Inc.
2200 Pennsylvania
Avenue NW, Suite 600W Washington, D.C. 20037
Attention: General Counsel
ARTICLE XVII
COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. A facsimile or similar transmission of a counterpart signed by a Party hereto, or a copy of a counterpart signed by a Party hereto, will be regarded as an original signed by such Party for the purposes hereof.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized officers and representatives as of the date and year first above written.
CAMERON PARISH
POLICE JURY
By: /s/ Curtis Fountain
Name: Curtis Fountain
Title: President
WITNESSES:
/s/ Mary B. Carroll
Name: Mary B. Carroll
/s/ Arleen Nunez
Name: Arleen Nunez
/s/ Cornelia B. Dunaway
Notary Public ID# 50258
Commission
Expires at Death
VENTURE GLOBAL
CALCASIEU PASS, LLC
By: /s/ Graham McArthur
Name: Graham McArthur
Title: Chief Financial
Officer and Treasurer
WITNESSES:
/s/ Morgan O’Neill
Name: Morgan O’Neill
/s/ Mulier Kai-Kai
Mulier Kai-Kai
TRANSCAMERON PIPELINE, LLC
By: /s/ Graham McArthur
Name: Graham McArthur
Title: Chief Financial
Officer and Treasurer
WITNESSES:
/s/ Morgan O’Neill
Name: Morgan O’Neill
/s/ Mulier Kai-Kai
Mulier Kai-Kai
District of Columbia: SS
Subscribed and Sworn before Me on the 21st day of June, 2016
BEFORE ME:
/s/ Annette B. Thrusher
Notary Public
My Commission Expires:
April 30, 2020
EXHIBIT A
Description of LNG
Export Project
The LNG Export Project will consist of (a) a liquefied natural gas export terminal located adjacent to the Calcasieu Ship Channel ln Cameron Parish, Louisiana, that is capable of producing and exporting no less than 10.0 million metric tons per annum of liquefied natural gas, and (b) an interstate natural gas pipeline to transport natural gas from various points of interconnection with the interstate pipeline grid in Louisiana to the site of the proposed liquefied natural gas terminal.
EXHIBIT B
The Property
COMMENCING AT THE NORTHEAST CORNER OF IRREGULAR SECTION 35, TOWNSHIP 15 SOUTH, RANGE 10 WEST, CAMERON PARISH, LOUISIANA, SAID POINT BEING MARKED BY A FOUND ONE AND A HALF INCH DIAMETER IRON PIPE; THENCE S.89°23’17″E., A DISTANCE OF 4,151.09 FEET TO POINT BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; SAID POINT BEING THE POINT OF BEGINNING; THENCE S.00°56’33″W., A DISTANCE OF 330.15 FEET TO A POINT BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; THENCE N.72°05’45″W., A DISTANCE OF 884.87 FEET TO A NON TANGENT POINT OF CURVATURE BEING MARKED BY FOUND 1.25 INCH DIAMETER IRON PIPE AND BEING ALONG THE WEST RIGHT-OF-WAY LINE OF PARISH ROAD NO. 3143; THENCE ALONG A CURVE TO THE RIGHT A DISTANCE OF 198.10 FEET ALONG SAID RIGHT-OF-WAY TO A POINT BEING MARKED BY A SET 1 .25 INCH DIAMETER IRON PIPE, OFFSET 6.94 FEET 5.70° 16’04″E. OF TRUE POSITION; SAID NON TANGENT CURVE HAVING A RADIUS OF 570,00 FEET, A CENTRAL ANGLE OF 19°54’45”, AND CHORD OF S.3°40’33″W., 197.10 FEET; THENCE N.70°16’04″W., A DISTANCE OF 407.45 FEET TO A POINT ALONG A STEEL BULKHEAD BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE, OFFSET 42.87′ S70°16’04″E. OF TRUE POSITION; THENCE N.53°30’18″E., A DISTANCE OF 49.53 FEET ALONG THE LEFT DESCENDING BANKLINE OF THE CAMERON LOOP PASS; THENCE N.31°41’0I”E., A DISTANCE OF 13.97 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.12°47’28″E., A DISTANCE OF 44.39 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.18°03’35″E., A DISTANCE OF 9.47 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.14°02’41″E., A DISTANCE OF 14.63 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.06°01’49″E„ A DISTANCE OF 29.56 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.30°40’46″E., A DISTANCE OF 9.40 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.34°41’26″E., A DISTANCE OF 47.59 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.18°20’11″E., A DISTANCE OF 137.27 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.07°54’56”E„ A DISTANCE OF 10.05 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.25°46’15“E., A DISTANCE OF 13.13 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.4S°03’25″E., A DISTANCE OF 22.61 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.45°08’43″E., A DISTANCE OF 16.72 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.44°16’56″E., A DISTANCE OF 11.46 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.47° 10’48″E., A DISTANCE OF 10.95 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.40O34’07″E., A DISTANCE OF 15.02 FEET ALONG SAID BANKLINE E TO A POINT; THENCE N.55°50’23″W., A DISTANCE OF 14.33 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.75°22’04″W., A DISTANCE OF 8.44 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.57°25’49″W., A DISTANCE OF 14.18 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.03°54’46″W., A DISTANCE OF 23.73 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.00O58’53″E., A DISTANCE OF 13.64 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.03°35’56″W., A DISTANCE OF 21.86 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.01°23’55″W., A DISTANCE OF 28.85 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.22O44’50″W., A DISTANCE OF 11.32 FEET ALONG SAID BANKLINE TO A POINT; THENCE N,72°22’50″W., A DISTANCE OF 25.86 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.54°02’17″W., A DISTANCE OF 17.20 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.04°33’18″W., A DISTANCE OF 86.43 FEET ALONG SAID BANKLINE TO A POINT; THENCE N.30°02’03″E., A DISTANCE OF 5,56 FEET TO THE INTERSECTION OF SAID BANKLINE AND THE NORTH LINE OF IRREGULAR SECTION 37, TOWNSHIP 14 SOUTH, RANGE 9 WEST, CAMERON PARISH, LOUISIANA, BEING MARKED BY A FOUND 0.50 INCH DIAMETER IRON PIPE, OFFSET 13.27 FEET N.82°32’18″E., OF TRUE POSITION; THENCE N.82°32’18″E., A DISTANCE OF 168.65 FEET ALONG THE NORTH LINE OF SAID SECTION TO A POINT BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; THENCE N.80°59’38″E., A DISTANCE OF 979.02 FEET ALONG THE NORTH LINE OF SECTIONS 37 AND 3S TO THE NORTHWEST CORNER OF IRREGULAR SECTION 39 BEING MARKED BY A SET1.25 INCH DIAMETER IRON PIPE; THENCE N.76O43’12″E., A DISTANCE OF 944.44 FEET ALONG THE NORTH LINE OF SAID SECTION 39 TO THE NORTHWEST CORNER OF IRREGULAR SECTION 40 BEING MARKED BY A SET1.25 INCH DIAMETER IRON PIPE; THENCE N.80°29’26″E., A DISTANCE OF 944.34 FEET ALONG THE NORTH LINE OF SAID SECTION 40 TO THE NORTHEAST CORNER OF IRREGULAR SECTION 40 BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; THENCE S.00O57’37″W., A DISTANCE OF 1,077.78 FEET ALONG THE EAST LINE OF SAID SECTION 40 TO THE SOUTHEAST CORNER OF SAID SECTION BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; THENCE N.89°02’23″W., A DISTANCE OF 928.62 FEET ALONG THE SOUTH LINE OF SAID SECTION 40 TO THE SOUTHEAST CORNER OF SECTION 39 BEING MARKED BY A SET 1.25 INCH DIAMETER IRON PIPE; THENCE N.89O02’23″W., A DISTANCE OF 915.42 FEET ALONG THE SOUTH LINE OF SAID SECTION TO THE POINT OF BEGINNING.
SAID DESCRIBED PARCEL, CONTAINING 2,529,729.33 SQUARE FEET OR 58.0746 ACRES, IS SITUATED IN SECTIONS 37, 38, 39, & 40 TOWNSHIP 14 SOUTH, RANGE 9 WEST, CAMERON PARISH, LOUISIANA.
EXHIBIT C
Authorizing resolutions
of each Party
EXHIBIT B
NUMBER: 10-19791
38TH JUDICIAL
DISTRICT COURT
PARISH OF CAMERON
STATE OF LOUISIANA
CAMERON PARISH
POLICE JURY
VERSUS
ALL TAXPAYERS,
PROPERTY OWNERS,
CITIZENS OF THE
PARISH OF CAMERON, STATE OF LOUISIANA, AND NON-RESIDENTS OWNING PROPERTY OR SUBJECT TO TAXATION THEREIN, AND ALL
OTHER PERSONS
INTERESTED IN OR
AFFECTED IN ANY WAY
BY THE SUBJECT
MATTER OF THE
MOTION FOR JUDGEMENT
JUDGEMENT
This cause, filed under the provisions and authority of La. Rev. Stat. Ann § 33:9031.1 (1950) and La. Rev. Stat. Ann, §§ 13.-5121-5130 (1950) (collectively, the “Act”) came for hearing on September 7, 2016 or the Motion for Judgment (the “Motion”) filed on behalf of plaintiff, the Cameron Parish Police Jury (the “Plaintiff” or the “Police Jury”), after due publications and delays as required by law, seeking a judgment establishing and declaring: (i) the legality and validity of that certain Cooperative Endeavor Agreement effective as of June 21, 2016 (the “Cooperative Endeavor Agreement”) by and among the Police Jury, TransCameron Pipeline, LLC. end Venture Global Calcasieu Pass, LLC (together with TransCameron Pipeline, LLC, “Venture Global”), (ii) the validity of all proceedings taken in connection with the authorization of the Cooperative Endeavor Agreement, (iii) the legality and validity of the transactions contemplated by tho Cooperative Endeavor Agreement, (iv) any other matters related to the validity or approvals related to the Cooperative Endeavor Agreement, (v) the legality and validity of the obligations undertaken by the Police Jury under the Cooperative Endeavor Agreement, and (vi) any other matters or objections adjudicated or that might have been called into question in this proceeding
This cause having been duly heard and submitted to the Court for adjudication and the Court, after considering the pleadings, the evidence, the memoranda, and the arguments of counsel, and considering the law and the evidence to be in favor of Plaintiff and against all taxpayers, property owners, citizens of the Parish of Cameron, State of Louisiana, and non-residents owning property or subject to taxation therein and all other persons interested in or affected in any way by the issuance by the execution of the Cooperate Endeavor Agreement and the transactions contemplated thereby, more fully described hereinafter, or having or claiming to have any rights or interest in the Cooperative Endeavor Agreement, and related matters, for the reasons this day orally assigned,
IT IS ORDERED, ADJUDGED, AND DECREED that there be judgment herein in favor of Plaintiff and against all defendants, establishing and declaring: (i) the legality and validity of the Cooperative Endeavor Agreement, (ii) the validity or all proceedings taken in connection with the authorization of the Cooperative Endeavor Agreement, (iii) the legality and validity of the transactions contemplated by the Cooperative Endeavor Agreement, (iv) any other matters related to the validity or approvals related to the Cooperative Endeavor Agreement, (v) the legality and validity of the obligations undertaken lay the Police Jury under the Cooperative Endeavor Agreement, and (vi) any other matters or objections adjudicated or that might have been called into question in this proceeding.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Court. take cognizance that all legal requirements concerning publication and notice and receipt of the Motion for Judgment and the Order by the Attorney General of the State of Louisiana and the State Bond Commission in accordance with the Act have been complied with; and
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, in accordance with and upon satisfaction of the provisions of the Act, this decree shall be forever binding and conclusive as to: (i) the legality and validity of the Cooperative Endeavor Agreement, (ii) the validity of all proceedings taken in connection with the authorization of the Cooperative Endeavor Agreement, (iii) the legality and validity of the transactions contemplated by the Cooperative Endeavor Agreement, (iv) any other matters related to the validity or approvals related to the Cooperative Endeavor Agreement, (v) the legality and validity of the obligations undertaken by the Police Jury under the Cooperative Endeavor Agreement, and (vi) any other matters or objections adjudicated or that might have been called into question in this proceeding.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, in accordance with the Act, this decree shall constitute a permanent injunction against the institution by any person of any action or proceeding contesting the validity of the Cooperative Endeavor Agreement, the transactions contemplated therein, the obligations undertaken therein, or any other matter adjudicated or which might have been called in question in this proceeding.
Notwithstanding any language herein, this Judgment is not intended to and does not validate 1) any future Payment in Lieu of Taxes (PILOT) Agreement as described in the Cooperative Endeavor Agreement, 2) any action constituting a breach of Public Recreation Lease #2615 (Jetty Pier) between the Police Jury and the State of Louisiana, and 3) the actual closure of Davis Road. Further, this Judgment does not prohibit the Polite Jury from seeking validation of any final agreements nor does it preclude the Police Jury, from seeking modification of or amendments to Public Recreation Lease #2615. Finally, this Judgment does not create any civil or procedural right, claim or demand in favor of any natural or juridical person to oppose the Police Jury’s future actions that do not already exist under the laws of the State of Louisiana.
JUDGMENT READ, RENDERED AND SIGNED on this 14th day of September, 2016 at Cameron, Louisiana.
/s/ Penelope Richard
JUDGE, 38TH JUDICIAL DISTRICT COURT
A TRUE COPY
OF ORIGINAL
CAMERON, LOUISIANA
/s/ Recia Warner
DEPUTY CLERK
OF COURT CAMERON PARISH LOUISIANA
NOTICE OF JUDGMENT
38TH JUDICIAL
DISTRICT COURT
PARISH OF CAMERON
STATE OF LOUISIANA
CAMERON PARISH
POLICE JURY
VS NO. 10-19791
ALL TAXPAYERS ET AL
TO: JAY DELAFIELD
3401 RYAN STREET
STE 307
LAKE CHARLES, LA 70605
FRED CHEVALIER
MATTHEW KERN
WILLIAM SCHUETTE
8555 UNITED PLAZA
BLVD 5TH FL
BATON ROUGE, LA 70809
JENNIFER JONES
P O BOX 1550
CAMERON , EA 70631
GLENN ALEXANDER
713 KIRBY STREET
LAKE CHARLES, LA 70601
BRIAN EDDINGTON
8941 JEFFERSON
HIGHWAY STE 200
BATON ROUGE, LA 70809
PATRICK MCINTIRE
OATH & MARINO
LAFAYETTE, LA 70501
ANGELA ADOLPH
KEAN MILLER LLP
P O BOX 3513
BATON ROUGE,
LA 70821-3513
DEAR COUNSEL
Notice is hereby given that in the above numbered and entitled cause, an JUDGMENT of SEPTEMBER 7, 2016 was rendered, read and signed. A true and certified copy of said judgment is attached hereto.
Granted under the impress of the seal of said Court and my official signature on this 15TH day of, SEPTEMBER, 2016.
/s/ Recia Warner
DEPUTY CLERK
OF COURT
I hereby certify that a copy of the foregoing notice was this day transmitted by me to the counsel/party as stated above at their last known address with postage prepaid.
RECIA WARNER
DEPUTY CLERK
OF COURT
EXHIBIT C-1
Excerpt from the minutes of a regular meeting of the Cameron Parish Police Jury, Parish of Cameron, State of Louisiana, held on the 15th day of June 2017, at 2:00 o’clock P.M. at the Cameron Parish West Annex Building in the Village of Cameron, Louisiana.
There were present and absent the following members:
PRESENT: Davy Doxey, Anthony Hicks, Terry Beard, Kirk Quinn, Curtis Fountain, Joe Dupont, Darryl Farque & Lawrence Faulk
ABSENT: None
It was moved by Mr. Quinn, seconded by Mr. Hicks, and carried, the President is hereby authorized, empowered and directed to sign an Amendment to the Venture Global Cooperative Endeavor Agreement, authorized May 5, 2016, for an extension of the date for the final investment decision and project approval to January 1, 2019.The vote thereon was recorded, as follows:
YEAS: Davy Doxey, Anthony Hicks, Terry Beard, Kirk Quinn, Curtis Fountain, Joe Dupont, Darryl Farque & Lawrence Faulk
NAYS: NONE
ABSENT: NONE
I, MARY B CARROLL, certify that I am the duly appointed and qualified Secretary of the Cameron Parish Police Jury, the governing authority thereof.
I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of said Police Jury held on June 15, 2017, as said minutes appear officially of record in my possession.
IN FAITH WHEREOF, witness my official signature on this 28th day of June, 2023./s/ Mary B. Carroll
MARY B. CARROLL,
SECRETARY
CAMERON PARISH
POLICE JURY
EXHIBIT C-2
FIRST AMENDMENT
TO COOPERATIVE
ENDEAVOR AGREEMENT
This First Amendment to Cooperative Endeavor Agreement (this “First Amendment”) is made effective as of June 15th, 2017, by and among Cameron Parish Police Jury (“Police Jury”). TransCameron Pipeline, LLC (“TransCameron”), and Venture Global Calcasieu Pass, LLC (“Venture Global Calcasieu Pass”).
WHEREAS, the Police Jury, TransCameron, and Venture Global Calcasieu Pass entered into a Cooperative Endeavor Agreement dated June 21, 2016 (the “Agreement”);
AND WHEREAS, the Police Jury, TransCameron, and Venture Global Calcasieu Pass propose to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual undertakings contained in the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Police Jury, TransCameron, and Venture Global Calcasieu Pass hereby agree to amend the Agreement as follows:
1. Section XIV(A)(3) shall be amended by replacing with the words, “July 1, 2017”, with the words, “January 1, 2019”.
2. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement.
3. Subject to the terms and provisions of this First Amendment, and except as expressly amended herein, the terms, conditions and provisions of the Agreement, as amended from time to time, are hereby ratified and confirmed and shall remain in full force and effect.
4. This First Amendment shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which it was negotiated, prepared, drafted or executed.
5 This First Amendment may be executed in two or more counterparts with the same effect as if all parties had executed and delivered the same copy, and when each party has executed and delivered a counterpart, all counterparts together shall constitute one agreement.
6. This First Amendment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
7. This First Amendment shall be governed by the laws of the State of Louisiana, excluding its conflict of laws rules.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be executed by their duly authorized officers or representatives as of the date first written above.
CAMERON PARISH
POLICE JURY
By: /s/ Curtis Fountain
Name: Curtis Fountain
Title: President
WITNESSES:
/s/ Mary B. Carroll
Name: Mary B. Carroll
/s/ Katie Armentor
Name: Katie Armentor
VENTURE GLOBAL
CALCASIEU PASS, LLC
By: /s/ D. Michael Eberhardt
Name: D. M. Eberhardt
Title: CFO
WITNESSES:
/s/ Dustin Richards
Name: Dustin Richards
/s/ MC O’Neill
Name: Morgan O’Neill
TRANSCAMERON PIPELINE, LLC
By: /s/ D. Michael Eberhardt
Name: D. M. Eberhardt
Title: CFO
WITNESSES:
/s/ Dustin Richards
Name: Dustin Richards
/s/ MC O’Neill
Name: Morgan O’Neill
District of Columbia: SS
Subscribed and Sworn before Me on the 19th day of June, 2017
BEFORE ME:
/s/ Annette B. Thrusher
Notary Public
My Commission Expires:
April 30, 2020
EXHIBIT D-1
RESOLUTION NO. 1098
STATE OF LOUISIANA
PARISH OF CAMERON
BE IT RESOLVED by the Cameron Parish Police Jury in regular session convened on this l7th day of May, 2019, that:
WHEREAS, Venture Global Calcasieu Pass, LLC and TransCameron Pipeline, LLC have requested the Cameron Parish Police Jury to make certain technical or ministerial amendments to the Cooperative Endeavor Agreement entered into by these parties on June 21, 2016, as amended on June 15, 2017 (the “CEA”).
WHEREAS, the Cameron Parish Police Jury has reviewed the request and determined that such proposed amendments are warranted;
THEREFORE, the Cameron Parish Police Jury hereby authorizes, Joseph A. Delafield, A Professional Corporation to execute the following amendments to the CEA:
1. Replacing the third sentence of paragraph (A) of Article I with the following sentence:
“Upon the occurrence of Final Investment Decision for the LNG Export Project, Venture Global Calcasieu Pass or its affiliate will assign all of its interests in, to and under the Lease to the Police Jury and the Police Jury shall become the lessee under the Lease.”
2. Adding the following sentence at the end of paragraph (C) of Article I:
“The Police Jury may, at its election, request that Venture Global or its affiliate contract with FD Stonewater and/or an architectural firm for the purposes of completing the above-described tasks (other than the construction of the Facilities).”
3. Deleting paragraph (A) “Option Payments” from Article ill and relabeling existing paragraphs B through E as paragraphs A through D.
4. Amending the third sentence of paragraph (A) of Article XIV by replacing the words “January 1, 2019” with the words “December 31, 2019.”
ADOPTED AND APPROVED this 17th day of May, 2019.
APPROVED:
/s/ Joe Dupont
JOE DUPONT,
PRESIDENT
ATTEST:
/s/ Darrell Williams
DARRELL WILLIAMS,
SECRETARY
EXHIBIT D-2
SECOND AMENDMENT
TO COOPERATIVE
ENDEAVOR AGREEMENT
This Second Amendment to Cooperative Endeavor Agreement (this “Second Amendment”) is made effective as of May 17, 2019, by and among Cameron Parish Police Jury (“Police Jury”), TransCameron Pipeline, LLC (“TransCameron”), and Venture Global Calcasieu Pass, LLC (“Venture Global Calcasieu Pass”).
WHEREAS, the Police Jury, TransCameron and Venture Global Calcasieu Pass entered into a Cooperative Endeavor Agreement, dated June 21, 2016, as amended by the First Amendment to Cooperative Endeavor Agreement, dated June 15, 2017 (collectively, the “Agreement”); and
WHEREAS, the Police Jury, TransCameron, and Venture Global Calcasieu Pass propose to implement certain technical or ministerial amendments to the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual undertakings contained in the Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Police Jury, TransCameron, and Venture Global Calcasieu Pass hereby agree to amend the Agreement as follows:
1. Article I is hereby amended by replacing the third sentence of paragraph (A) with the following sentence:
“Upon the occurrence of Final Investment Decision for the LNG Export Project, Venture Global Calcasieu Pass or its affiliate will assign all of its interests in, to and under the Lease to the Police Jury and the Police Jury shall become the lessee under the Lease.”
2. Article I is hereby amended by inserting the following sentence at the end of paragraph
“The Police Jury may, at its election, request that Venture Global or its affiliate contract with FD Stonewater and/or an architectural firm for the purposes of completing the above-described tasks (other than the construction of the Facilities).”
3. Article III is hereby amended by deleting paragraph “A. Option Payments” and relabeling existing paragraphs B through H as paragraphs A through D.
4. Paragraph (A)(3) of Article XN is hereby amended by replacing the words “January 1, 2019” with the words “December 31, 2019”.
5. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement.
6. Subject to the terms and provisions of this Second Amendment, and except as expressly amended herein, the terms, conditions, and provisions of the Agreement, as amended from time to time, are hereby ratified and confirmed and shall remain in full force and effect.
7. This Second Amendment shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which it was negotiated, prepared, drafted or executed.
8. This Second Amendment may be executed in two or more counterparts with the same effect as if all parties had executed and delivered the same copy, and when each party has executed and delivered a counterpart, all counterparts together shall constitute one agreement.
9. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
10. This Second Amendment shall be governed by the laws of Louisiana, excluding its conflict of laws rules.
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be signed by their duly authorized officers and representatives as of the date and year first above written.
CAMERON PARISH
POLICE JURY
APPROVED:
/s/ Joe Dupont
JOE DUPONT,
PRESIDENT
WITNESSES:
/s/ Mary B. Carroll
Name: Mary B. Carroll
/s/ Darrell Williams
DARRELL WILLIAMS
VENTURE GLOBAL
CALCASIEU PASS, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Sr. Vice President
WITNESSES:
/s/ Sean Cammillen
Name: Sean Cammillen
/s/ Michael Cien
Name: Micheal Cien
TRANSCAMERON PIPELINE, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Sr. Vice President
WITNESSES:
/s/ Sean Cammillen
Name: Sean Cammillen
/s/ Michael Cien
Name: Micheal Cien
EXHIBIT E-1
RESOLUTION NO. 1109
STATE OF LOUISIANA
PARISH OF CAMERON
BE IT RESOLVED by the Cameron Parish Police Jury in regular session convened on this 7th day of February, 2020, that:
WHEREAS, Venture Global Calcasieu Pass. LLC and TransCameron Pipeline, LLC collectively, “Venture Global” have requested the Cameron Parish Police Jury to make an amendment to the Cooperative Endeavor Agreement entered into by these parties on June 21, 2016, as amended on June 15, 2017 and May 17, 2019 (“CEA”).
WHEREAS, the Cameron Parish Police Jury has reviewed the request and determined that such proposed amendment is warranted;
THEREFORE, the Cameron Parish Police Jury hereby authorizes Magnus McGee, President to execute the following amendment to the CEA:
1. Replacing paragraph (C) of Article I with the following:
“Commencing upon the execution of this Agreement, Venture Global or its affiliate shaft engage FD Stonewater, LLC (“FD Stonewater”) to act as the construction manager regarding the design, engineering and construction of the Facilities and to oversee and approve of costs related to the design, engineering and construction of the Facilities, all in accordance with a budget approved by denture Global. Thereafter, in accordance with applicable laws, Venture Global will select, with advice and input from Venture Global, FD Stonewater, and Public Interest Parties, an architect and engineer to design and provide engineering for the Facilities. in accordance with a budget approved by Venture Global. The architectural renderings and/or design engineering for the Facilities will be reviewed by the Police Jury, Venture Global and FD Stonewater and approved by the Police Jury, following advice and input from Venture Global and FD Stonewater. The architectural renderings and/or design engineering will also be reviewed by the Public Interest Parties, who may also provide comment thereto. Following the occurrence of the Final Investment Decision, Venture Global or its affiliate will, in accordance with applicable laws, select, with advice and input from the Police Jury and FD Stonewater, a construction contractor to construct the Facilities, in accordance with a budget approved by Venture Global, pursuant to a construction contract to be entered into between the construction contractor and Venture Global or its affiliate. Venture Global or its affiliate shall pay for one hundred percent (100%) of the costs related to (a) the design, engineering, construction, and construction management of the Facilities; and (b any modifications to the Jetty Pier necessary to continue the operation and maintenance of the Jetty Pier as a public recreation area in accordance with applicable law. Upon the completion of constriction of the Facilities, the Police Jury (or its designee) shall accept an assignment of the construction contract and a transfer of title to the Facilities from Venture Global or in affiliate and assume responsibility for the Facilities.”
ADOPTED AND APPROVED this 7th day of February 2020.
APPROVED:
/s/ Magnus McGee, President
Cameron Parish Police Jury
ATTEST:
/s/ Mary B. Carroll
Mary B. Carroll, Secretary
EXHIBIT E-2
THIRD AMENDMENT
TO COOPERATIVE
ENDEAVOR AGREEMENT
This Third Amendment to Cooperative Endeavor Agreement (this “Third Amendment”) is made effective as of February __, 2020, by and among Cameron Parish Police Jury (“Police Jury”), TransCameron Pipeline, LLC (‘TransCameron , and Venture Global Calcasieu Pass, LLC (“Venture Global Calcasieu Pass” and together with TransCameron, “Venture Glebal”).
WHEREAS, the Police Jury, TransCameron and Venture Global Calcasieu Pass entered into a Cooperative Endeavor Agreement, dated June 21, 2016, as amended by the First Amendment to Cooperative Endeavor Agreement. dated June l5, 2017, and the Second Amendment to Cooperative Endeavor Agreement, dated May 17, 2019 (collectively, the “Agreement”); and
WHEREAS, the Police Jury, TransCameron, and Venture Global Calcasieu Pass propose to implement certain technical or ministerial amendments to the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual undertakings contained in the Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Police Jury, TransCameron, and Venture Global Calcasieu Pass hereby agree as follows:
1. Article I is hereby amended by replacing Paragraph (C) with the following:
“Commencing upon the execution of this Agreement, Venture Global or its affiliate shall engage FD Stonewater, LLC (“FD Stonewater”) to act as the construction manager regarding the design, engineering and construction of the Facilities and to oversee and approve of costs related to the design, engineering and construction of the Facilities, all in accordance with a budget approved by Venture Global. Thereafter, in accordance with applicable laws, Venture Global will select, with advice and input from Venture Global, FD Stonewater, and Public Interest Parties, an architect and engineer to design and provide engineering for the Facilities, in accordance with a budget approved by Venture Global. The architectural renderings and/or design engineering for the Facilities will be reviewed by the Police Jury, Venture Global and FD Stonewater and approved by the Police Jury, following advice and input from Venture Global and FD Stonewater. The architectural renderings and/or design engineering will also be reviewed by the Public interest Parties, who may also provide comments thereto. Following the occurrence of the final Investment Decision, Venture Global or its affiliate will, in accordance with applicable laws, select, with advice and input from the Police Jury and FD Stonewater, a construction contractor to construct the Facilities, in accordance with a budget approved by Venture Global, pursuant to a construction contract to be entered into between the construction contractor and Venture Global or its affiliate. Venture Global or its affiliate shall pay for one hundred percent (100%) of the costs related to (a) the design, engineering, construction, and construction management of the Facilities; and (b) any modifications to the Jetty Pier necessary to continue the operation and maintenance of the Jetty Pier as a public recreation aiea in accordance with applicable law. Upon the completion of construction of the Facilities, the Police Jury (or its designee) shall accept an assignment of the construction contract and a transfer of title to the Facilities from Venture Global or its affiliate and assume responsibility for the Facilities.”
2. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement.
3. Subject to the terms and provisions of this Third Amendment, and except as expressly amended herein, the terms, conditions, and provisions of the Agreement, as amended from time to time, are hereby ratified and confirmed and shall remain in full force and effect.
4. This Third Amendment shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which it was negotiated, prepared, drafted or executed.
5. This Third Amendment may be executed in two or more counterparts with the same effect as if all parties had executed and delivered the same copy, and when each party has executed and delivered a counterpart, all counterparts together shall constitute one agreement.
6. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
7. This Third Amendment shall be governed by the laws of Louisiana, excluding its conflict of laws rules.
IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be signed by their duly authorized officers and representatives as of the date and year first above written.
CAMERON PARISH
POLICE JURY
By: /s/ Magnus McGee
Name: Magnus McGee
Title: President
WITNESSES
s/ Mary B. Carroll
Mary B. Carroll
/s/ Katie Armentor
Name: Katie Armentor
VENTURE GLOBAL
CALCASIEU PASS, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Senior Vice President
WITNESSES:
/s/ David Maxey Sr.
Name: David Maxey Sr.
/s/ Jessica Blake Wickett
Name: Jessica Blake Wickett
TRANSCAMERON PIPELINE, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Senior Vice President
WITNESSES:
/s/ David Maxey Sr.
Name: David Maxey Sr.
/s/ Jessica Blake Wickett
Name: Jessica Blake Wickett
EXHIBIT F-1
Excerpt from the minutes of a regular meeting of the Cameron Parish Police Jury, Parish of Cameron, State of Louisiana, held on the 15th day of March 2023, at 2:00 o’clock P.M. at the Cameron Parish West Annex Building in the Village of Cameron, Louisiana.
There were present and absent the following members:
PRESENT: Curtis Fountain, Joe Dupont, Scott Trahan, Magnus McGee, Thomas McDaniel, McKinley Guidry, Kirk Quinn and Lawrence Faulk
ABSENT: None
It was moved by or. Quinn, seconded by Mr. Faulk, and carried, the board hereby authorizes, empowers, and directs the President to sign Amendment No. 4 to the CEA with Venture Global & TransCameron for Lighthouse Bend, pending legal review. Mr. Trahan abstained from voting.
The vote thereon was recorded, as follows:
YEAS: Curtis Fountain, Joe Dupont, Magnus McGee, Thomas McDaniel, McKinley Guidry, Kirk Quinn and Lawrence Faulk
NAYS: NONE
ABSENT or NOT VOTING: Scott Trahan
I, MARY B CARROLL, certify that I am the duly appointed and qualified Secretary of the Cameron Parish Police Jury, the governing authority thereof.
I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of said Police Jury held on March 15, 2023, as said minutes appear officially of record in my possession.
IN FAITH WHEREOF, witness my official signature on this 28th day of June, 2023.
/s/ Mary B. Carroll
MARY B. CARROLL,
SECRETARY
CAMERON PARISH
POLICE JURY
EXHIBIT F-2
FOURTH AMENDMENT
TO COOPERATIVE
ENDEAVOR AGREEMENT
This Fourth Amendment to Cooperative Endeavor Agreement (this ‘Fourth Amendment”) is made effective as of April 12, 2023, by and among Cameron Parish Police Jury (“Police Jury”), TransCameron Pipeline, LLC (“TransCameron”), and Venture Global Calcasieu Pass, LLC (“Venture Global Calcasieu Pass” and together with TransCameron, “Venture Global”).
WHEREAS, the Police Jury, TransCameron and Venture Global Calcasieu Pass entered into a Cooperative Endeavor Agreement dated June 21, 2016, as amended by the First Amendment to Cooperative Endeavor Agreement dated June 15, 2017, the Second Amendment to Cooperative Endeavor Agreement dated May 17, 2019, and the Third Amendment to Cooperative Endeavor Agreement dated February 17, 2020 (collectively, the “Agreement’); and
WHEREAS, the Police Jury, TransCameron, and Venture Global Calcasieu Pass propose to implement the following [technical or ministerial] amendments to the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual undertakings contained in the Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Police Jury, TransCameron, and Venture Global Calcasieu Pass hereby agree as follows:
1. Article I of the Agreement is hereby amended by replacing Paragraph (B) with the following:
The Property shall be used for the design, construction, operation and maintenance of (a) a public park; (b) a public marina (the “Marina”); (c) a public boat launch (the “Boat Launch”); (d) short term parking for recreational vehicles and (e) a restaurant (collectively, the “Facilities”). Parking for recreational vehicles shall be limited to six (6) consecutive nights in any one (1) month period, and in no event may be utilized for commercial endeavors, workforce housing or long term rentals. Apart from the Boat Launch, which is being donated to the Police Jury, the remaining Facilities will be managed by a third party vendor to be selected by Venture Global with the advice and input from the Police Jury and other public interest parties (together, the “Public Interest Parties”). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement.
2. Subject to the terms and provisions of this Fourth Amendment, and except as expressly amended herein, the terms, conditions, and provisions of the Agreement, as amended from time to time, are hereby ratified and confirmed and shall remain in full force and effect.
3. This Fourth Amendment shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which it was negotiated, prepared, drafted or executed.
4. This Fourth Amendment may be executed in two or more counterparts with the same effect as if all parties had executed and delivered the same copy, and when each party has executed and delivered a counterpart, all counterparts together shall constitute one agreement.
5. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
6. This Fourth Amendment shall be governed by the laws of Louisiana, excluding its conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be signed by their duly authorized officers and representatives as of the date and year first above written.
CAMERON PARISH
POLICE JURY
By: /s/ Joe Dupont
Name: Joe Dupont
Title: President
WITNESSES:
s/ Mary B. Carroll
Mary B. Carroll
/s/ Kayla Johnson
Name: Kayla Johnson
VENTURE GLOBAL
CALCASIEU PASS, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Sr. Vice President
WITNESSES:
/s/ Jeff Layman
Name: Jeff Layman
/s/ Jessica B.Wickett
Name: Jessica B. Wickett
TRANSCAMERON PIPELINE, LLC
By: /s/ F L M
Name: Fory L. Musser
Title: Sr. Vice President
WITNESSES:
/s/ Jessica B.Wickett
Name: Jessica B. Wickett
/s/ Charlie Burt
Name: Charlie Burt
RUN: Sept. 28, Oct. 5 (S 40)