July 12, 1999

CROWLEY, LOUISIANA

JULY 12, 1999

The Acadia Parish School Board met in SPECIAL SESSION on this the 12th day of July 1999, at 5:00 p.m., in Crowley, Louisiana, with President John H. Quebodeaux presiding, pursuant to the following notice given in writing to each and every member thereof and duly posted in the manner required by law, viz.:

July 9, 1999

Dear Board Member:

By virtue of the authority vested in me by law by reason of the fact that it is deemed necessary, advisable, and to the public interest that the Acadia Parish School Board be called to special session; therefore, I, John H. Quebodeaux, president of the Acadia Parish School Board, do hereby give notice that a special meeting of the said Board will be held at its domicile in the City of Crowley, Louisiana, at 5:00 p.m., MONDAY, JULY 12. 1999, at 5:00 p.m., for the purpose of discussing, and, if deemed advisable, acting upon the following propositions, to wit:

1 CONSIDER STRATEGY INVOLVING THE CLAIMS MADE CONCERNING THE PROPERTY PURCHASED BY THE ACADIA PARISH SCHOOL BOARD FROM WAL-MART STORES EAST, INC.;*

2 CONSIDERATION OF RESOLUTION REGARDING EMPLOYMENT OF SPECIAL COUNSEL AND THE LAW FIRM OF HAMMONDS & SILLS IN LEGAL MATTERS INVOLVING THE PROPERTY ACQUIRED BY THE ACADIA PARISH SCHOOL BOARD FROM WAL-MART STORES EAST, INC.;

3 AUTHORIZE THE LAW FIRM OF HAMMONDS & SILLS TO PROCEED TO FILE A LAWSUIT OR LAWSUITS TO OBTAIN CLEAR TITLE TO THE PROPERTY PURCHASED FROM WAL-MART STORES EAST, INC. AND TO REMOVE THE DEMAND OF FOLMAR & ASSOCIATES, LTD,;

4 CONSIDER CHANGE ORDER FOR CHS WALLS.

*This matter may be discussed in executive session pursuant to the provisions of L.A. R.S. 42:6.1(2) as a result of a demand made by Folmar & Associates, Ltd. through their attorneys dated March 23, 1999, objecting to planned use of the building purchased from Wal-Mart Stores East, Inc.

Sincerely,

s/s John H. Quebodeaux, President Acadia Parish School Board

(Copies sent to Central Office Staff Members, Principals, News Media)

1) Members present for the special meeting were Lyle C. Johnson, Ezora J. Proctor, Wadie H. Bias, Woody Marceaux, John A. Suire, Lynn Shamsie, John H. Quebodeaux, Roland J. Boudreaux, Rodney J. Trahan, Johnnie L. Smith, Charles F. Daigle, Shirley Vige', Robert L. McManus, Paul K. Bellon. Kitty M. Valdetero, Nolton J. Senegal, Sr., and Secretary-treasurer Dr. Marietta W. James were absent.

2&3) Mrs. Proctor led in the prayer and Mr. Trahan led the Pledge of Allegiance.

4) The agenda was revised by adding Special Session Item 5 (CONSIDER REQUEST FROM HS RESOURCES FOR SEISMIC PERMIT ON 160 ACRES OF SECTION 16, TOWNSHIP 8 SOUTH, RANGE 2 WEST), upon motion by Mr. Trahan, seconded by Mrs. Proctor, and carried by a unanimous voice vote. Item 3 was amended to include (AND OTHER RELATED PARTIES), upon motion by Mr. Shamsie, seconded by Mr. Boudreaux, and carried by a unanimous voice vote.

SPECIAL SESSION ITEMS:

1) Mr. Kenneth Sills of Hammonds and Sills indicated that he was not opposed to general discussions in the public session, but specific strategies may require executive session. A reporter objected to the possibility of executive session, as no litigation has been initiated. Mr. Sills indicated that the demand letter (previously submitted by Folmar) was legitimate grounds for calling executive session. Mr. Boudreaux motioned and Mr. Marceaux seconded to discuss the general information in open session, but go into executive session if necessary to develop specific strategy.

Mr. Sills provided some background on the restrictions which were previously placed on the former Wal-Mart property. His firm has researched the matter and found that Wal-Mart was the "dominant estate" and properly renounced the restrictions at the time of sale to the Acadia Parish School Board. He suggested that the APSB file a declaratory judgment to negate the potential claims of Folmar and other related parties. He felt that the APSB stood a better chance of prevailing if the Board initiated the action.

He then answered questions of the Board regarding the procedures and filing time for declaratory judgement. Mr. Sills indicated that, if this process was initiated, the APSB would be able to occupy the building and use it as planned, barring an injunction by Folmar.

Mr. Marceaux motioned and Mr. Johnson seconded that the APSB seek a declaratory judgment to resolve the question of use of the former Wal-Mart property for a school. Mr. Suire suggested that one more attempt be made to resolve this matter with Folmar before initiating legal action. Question was called upon motion by Mr. Trahan, seconded by Mr. Johnson, and carried by a unanimous voice vote.

The main motion to seek declaratory judgment passed by a roll call vote of 8 to 6.

YEA: Johnson, Marceaux, Quebodeaux, Boudreaux, Trahan, Vige', McManus, Bellon

NAY: Proctor, Bias, Suire, Shamsie, Smith, Daigle

ABSENT: Valdetero, Senegal

2) Upon motion by Mr. Daigle, seconded by Dr. McManus, and carried by a roll call vote of 8 to 6, the following resolution regarding employment of special counsel and the law firm of Hammonds & Sills in legal matters involving the property acquired by the Acadia Parish School Board from Wal-Mart Stores East, Inc. was adopted.

YEA: Johnson, Marceaux, Quebodeaux, Boudreaux, Trahan, Vige', McManus, Bellon

NAY: Proctor, Bias, Suire, Shamsie, Smith, Daigle

ABSENT: Valdetero, Senegal

RESOLUTION OF THE ACADIA PARISH SCHOOL BOARD REGARDING EMPLOYMENT OF SPECIAL COUNSEL WHEREAS, Louisiana Revised Statutes 42:263 authorizes the retention of special counsel by any School Board upon stating the reason for such action and the compensation to be paid with the resolution to be approved by the Attorney General, and

WHEREAS, the Acadia Parish School Board and its staff desire to retain special counsel with special expertise involving the representation of school districts in matters involving school facilities construction law, public bid and public contract law, and matters involving the purchase of property for public use; and

WHEREAS, the Acadia Parish School Board now determines that existing conditions make it imperative that this School Board obtain legal counsel with such experience, training, and expertise; and

WHEREAS, the Acadia Parish School Board recently purchased property which may require legal action to insure that the Acadia Parish School Board has obtained clear encumbered title to the property to permit educational use of said property.

WHEREAS, through the representation of various school boards, the Law Firm of Hammonds & Sills of Baton Rouge, Louisiana, has the experience, training, and expertise to represent the Acadia Parish School Board and its staff in connection with matters involving the above referenced matters and property, including ensuring the use of such property for educational purposes.

NOW, THEREFORE, BE IT DULY RESOLVED by the Acadia Parish School Board in regular session duly convened:

Section I - This School Board does hereby employ the law firm of Hammonds and Sills of Baton Rouge, Louisiana, as special counsel with training, experience, and expertise in the area of public school construction law public bid and public contract law, and matters involving the purchase of property for public use for the purpose of advising, consulting with, and representing the School Board, its members, Superintendent, and administrative staff in connection with all legal aspects of matters involving the purchase of property by the School Board for educational

use.

Section II - Said law firm has agreed to perform such services in exchange for receipt of the following professional fees:

Attorneys (more than 10 years experience) $125/hr.

Attorney (5-10 years experience) $110/hr.

Attorneys (3-5 years experience) $ 95/hr.

Attorneys (0-3 years experience) $ 80/hr.

Paralegals $ 45/hr.

Law Clerks $ 25/hr.

Section III - Said law firm shall keep itemized time records for presentation to the Superintendent with respect to services rendered at said hourly rates and for out-of-pocket expenses involving travel, court reporters, copying costs and similar costs. The Superintendent is hereby authorized and directed to pay same upon submission and receipt thereof.

Section IV - This employment shall be effective immediately upon adopting of this resolution. This resolution having been submitted to a vote, the vote thereon was as follows:

YEAS: Johnson, Marceaux, Quebodeaux, Boudreaux, Trahan, Vige', McManus, Bellon

NAYS: Proctor, Bias, Suire, Shamsie, Smith, Daigle

ABSENT: Valdetero, Senegal

And the resolution was declared adopted on this 12th day of July 1999.

3) Wording in this item was changed from law suit to declaratory judgment. Mr.Sills indicated that the APSB should proceed to complete and occupy this building for use as an alternative school and school food service warehouse. Upon motion by Mr. Johnson, seconded by Mr. Bellon, and carried by a unanimous voice vote, the law firm of Hammonds & Sills was authorized to file a Declaratory Judgment to obtain clear title to the property purchased from Wal-Mart Stores East, Inc. and to remove the demand of Folmar & Associates, Ltd. and others.

It was noted that any decisions regarding settlement of this matter will be brought to this Board for consideration.

4) Mr. Don Breaux, architect, presented the need for a change order at Crowley High School to replace old classroom lighting with newer more efficient fixtures. The estimated cost for this change is $55,775. Mr. Suire motioned and Ms. Proctor seconded to approve this change order at Crowley High School. Mr. Shamsie offered an amendment, that was seconded by Dr. McManus, to the motion to also change out the classroom lighting at Midland High School at an estimated cost of $48,000. Mr. Boudreaux suggested that the lighting at Mire Elementary be improved also. Mr. Steve Jones recommended changing out lighting in the classrooms, as energy savings would provide payback in three years, and eliminate maintenance problems. Mr. Marceaux called for point-of-order stating that Midland High School's lights were not relevant to the item at hand (Crowley High School change order).

Upon motion by Mr. Johnson, seconded by Mr. Shamsie, and carried by a unanimous voice vote, Item 6 (CONSIDER RE-LIGHTING NEEDS AT MIDLAND HIGH SCHOOL), was added to the agenda.

The main motion to approve the change order at Crowley High School to replace old classroom lighting with newer more efficient fixtures, passed by a majority voice vote (Mr. Daigle opposed).

5) Upon motion by Mr. Smith, seconded by Mr. Trahan, and carried by a unanimous voice vote, a geophysical permit was granted to HS RESOURCES, INC., on that certain tract or parcel of land containing 160 acres, more or less, being the West Half of the West Half (W/2 of W/2) Section 116, Township 8 South, Range 2 West, Acadia Parish, Louisiana.

This has been reviewed by the board attorney and found to be in order.

6) Upon motion by Mr. Shamsie, seconded by Mr. Smith, and carried by a unanimous voice vote, the Board approved the changing of classroom lights at Midland High School at an estimated cost of $48,000.

CLOSING:

There being no other business to come before the Board, upon motion by Mr. Trahan, seconded by Mr. Boudreaux, and carried by a unanimous voice vote, the meeting adjourned at 6:25 p.m.

John H. Quebodeaux, President

ATTEST:

Dr. Marietta W. James, Superintendent