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LMINGTON Delaware

Diamond State Port Corporation MINUTES OF BOARD MEETING

Public Session

Friday, April 6, 2018 at 10:4S a.m. Chase Center on the Riverfront, 615 Justison Street, Wilmington, DE 19801

Board of Directors

Chair:

Vice Chair:

Members:

Jeffrey W. Bullock Richard J. Geisenberger Michael A. Begatto Karen C. Bifferato Cerron A. Cade Douglas B. Catts Jennifer L. Cohan Robert M. Coupe Gerard L. Esposito Quinton S. Johnson, IV Michael L. Morton Daniel Scholl Fred C. Sears II David P. Sokol a Peaches M. Whalen

Present: Jeffrey W. Bullock Richard J. Geisenberger Michael A. Begatto Douglas B. Catts Robert M. Coupe Gerard L. Esposito Quinton S. Johnson, IV Linda Parkowski David P. Sokola Daniel Scholl Fred C. Sears II - via phone Peaches M. Whalen

Gene Bailey- Executive Director Parul Shukla - Director, Finance & Administration Frank Vignuli - Director, Operations Randall Horne - Director, Engineering & Maint. Inigo Thomas - Director, Technology Solutions John Haroldson - Director, Marketing Sylvia Floyd-Kennard - Director, Human Resources Debra Thompson - Manager, Marketing Services

Also present: Approximately 600 members of the Public (Sign in sheets attached); Peter Richards, CEO, Gulftainer; Joe Cruise, Commercial Manager, Gulftainer; William Ashe, Jr. and Eric Dorcey, ILA 1694; Jonathan Montbach and Edward A. Zimny, Seabury PFRA LLC; Jeff Stewart and Mary Francoeur, PFM; Stephanie Scola, State of DE, Dept of Finance; and Jason Russell, Morris Nichols Arsht & Tunnel

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The meeting was called to order at 10:45 a.m. with Jeffrey W. Bullock, Chairman of the Board, presiding.

A motion was made to approve the minutes from the meeting of Monday, November 13, 2017. On a motion duly made and seconded, the minutes from the meeting of Monday, November 13, 2017 were unanimously approved.

The Board Chairman, Secretary Bullock recognized in attendance and on the Diamond State Port Corporation (DSPC) Board, two state legislators also on the P3 (Public Private Partnership) Evaluation Committee - Senator David Sokola and Representative Quin Johnson - both are cochairs of the State's Bond Bill Committee. He acknowledged the presence of Senator Robert Marshall, Senator Colin Bonini, State Representative Charles Potter, Representatives JJ Johnson, Byron Short, & Dennis E. Williams; New Castle County Executive, Matt Meyer; and Wilmington City Treasurer - Velda Jones Potter. He thanked everyone for attending and apologized if he missed acknowledging any legislators. He stated that he would begin the meeting by reiterating the process used in evaluating the responses to the Port of Wilmington's RFQ, describe the process used to arrive at a recommendation for Concessionaire, and detail the terms of the proposed agreement. He said that the DSPC Board Vice Chairman would present the term sheet, after which the floor would be opened to the Public for comments and/or questions.

Secretary Bullock began by presenting the background of the P3 process. A number of years ago, in 2016, he said, there was a great deal of enthusiasm for Port development. ILA 1694 members Ronald "Kimokoh" Harris, Bill Ashe and others were very adamant about the State pursuing the expansion of the existing Port facility. The former County Executive Tom Gordon was very involved in that effort, as well. The State had tried a number of years earlier to expand the Port however, that effort did not materialize and in retrospective, it was probably the right decision to make back then.

In 2016 the Port's Board, under the advisement of AECOM, set about developing a Strategic Plan to try to figure out what to do with Delaware's Port in the future. The plan revealed some very important things about where the Port was headed. The existing facility, bound as it is to the footprint that it is on, essentially just isn't big enough and does not have the capability to grow with time. In fact, because of its age, the State would have to make very significant investments in the Port just to maintain the business that it currently has, approximately $300 million over a twenty-year period. The General Assembly has been very supportive of the Port; contributing, on average, about $15 million per year since the acquisition of the Port from the City of Wilmington. That is not, however, nearly enough to keep up with what the Port needs going forward. A Task Force led by State Representative Charles Potter and Senator Margaret Rose Henry, along with this Board decided to issue an RFQ to see if there was any enthusiasm for Port expansion. The Board hired advisors - Seabury PFRA to help market this new P3 project and PFM to help do the number crunching and to help decide from an independent standpoint, which was the best option.

Certain criteria was set in the RFQ identifying that which was important to the Port, the Board and the community. After a great deal of discussion, and not surprisingly, most important was

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jobs - retaining the current jobs over the long-term and having the opportunity to expand employment as volumes and business in the facility grow. The Board also looked at the longterm impact on the State of Delaware. As stated previously, the State has been contributing approximately $15 million per year on average and the Board wanted to relieve the State of that expensive commitment. The Board was also looking at the relationships with existing customers - to make sure that current businesses are retained and that the relationships with businesses outside the gate are maintained. And last but not least, the Board wanted to make sure that whoever the Port partnered with had the financial wherewithal to actually do what they said they were going to do; to actually make the investments that they said that they would.

The RFQ was sent out and a very good response was received. The Board received about ten (10) viable proposals. An Evaluation Committee was appointed, led by the DSPC Board Vice Chairman / Secretary of Finance Richard Geisenberger to evaluate the proposals and to make a recommendation to the full DSPC Board. Secretary Geisenberger, along with then Secretary of Finance, now Governor John Carney, was part of the negotiation team leading the acquisition of the Port by the State from the City of Wilmington back in 1994 so he has extensive experience with this process, the Board Chairman said. The Evaluation Committee short-listed to 3 excellent proposals. He said that he was incredibly impressed by the amount of enthusiasm for this project.

He then requested that Richard Geisenberger, the Board Vice Chairman speak about the scorecards used, Gu lftainer, and the actual terms of the transaction.

The Evaluation Committee which consisted of Senator David Sokola, State Representative Quin Johnson, Peaches Whalen, Cerron Cade (who was on the DSPC Board before becoming the Secretary of Labor), Fred Sears, Daniel Scholl and Secretary Geisenberger met to develop a scorecard. The scorecard was developed from the RFQ and was developed before any responses were received, said the Vice Chairman.

In evaluating the respondents, he continued, the Evaluation Committee assessed anticipated job creation numbers {both th rough the operations of the Port facility and via significant capital construction); ROI (Return-on•lnvestment - through the return that is gained from investments on the physical property of the Port i.e. building warehouses, building docks, improving capital); direct payments to the DSPC to cover the ongoing expenses of the Port Corporation; and in time, to have a return to the State's General Fund. Commitment to the continuation of the existing cargo clients and the relationship with Union labor along with the minimum requirement that the Port must remain an ILA facility, was also included as part of the evaluation. (Applause erupted.) Evaluated also, was the quality of the Business Plan. Within the quality of the Business Plan the Committee looked at: 1. The Company's access to capital; 2. Their credit worthiness; 3. Scope of the project/proposal; and 4. Their plans for the facilities -Port of Wilmington, Edgemoor, and their thoughts on Riveredge and Boxwood.

By October 2017 the committee had short-listed down to three proposals. Two proposers joined forces and by December 2017 the Evaluation Committee had two proposals for final evaluation. By early December there was a final review of the scores and by mid-December the committee decided to meet with the lead respondent and to recommend authorizing the Board

Chairman to sign a non-binding exclusive "Letter of Intent" with GT USA Wilmington LLC in order to get to a more detailed term sheet.

The DSPC Board Chairman signed the non-binding "Letter of Intent" on December 19th and negotiations started immediately on a detailed Term Sheet. The Term Sheet was signed by GT and by the DSPC Board Chairman on March 23, 2018 (subject to the Board approval) after the Evaluation Committee's review and recommendation. The next step in the process is for the Term Sheet to be considered by the DSPC Board of Directors and ultimately it goes to the Delaware General Assembly to approve the key terms of the transaction required under the Delaware code. It is a very similar process to that which was undertaken when the State purchased the Port from the City of Wilmington. That process included early negotiations, the development of a Term Sheet, a broad level of the transaction approved by the Delaware General Assembly, concluding with a detailed definitive agreement which was negotiated and signed about 5-6 months later. It is thought that this process will move along more quickly.

The company that the Evaluation Committee has selected is GT USA Wilmington LLC said Secretary Geisenberger. It is a company formed under Delaware state law. It is a 100% subsidiary of Gulftainer Ltd UAE of the United Arab Emirates. This company has been around for over 40 years. It is the world's largest private and independent terminal operator with 13 different facilities around the world including one cargo terminal in the United States which is in Port Canaveral, Florida. With that said, he announced that the audience would have the opportunity to hear directly from Gulftainer. The Board Chairman thanked Secretary Geisenberger and introduced Peter Richards, Gulftainer CEO.

Mr. Richards began by thanking the Board for allowing Gulftainer to present its case. It's been a long road, he continued, and Gulftainer has been looking at the Port of Wilmington for a very long time. They fully appreciate the process and are very glad that they have come out to be number one on the contenders list. He said that he would present to the audience who Gulftainer is and thought it best that he come himself to introduce himself and his team.

He referred the audience to his PowerPoint. Gulftainer's team, he said, is very competent as they have been running this business for 40 years. Gulftainer is known as the most productive port operator in the world and that is according to American standards such as the American Journal of Commerce and Lloyd's List. In the last five years, Gulftainer has been among the top port operators around the world. His presentation included a photo of Khorfakkan Container Terminal in UAE. They are the largest privately owned independent port operator delivering first class services since 1976. They are the first dedicated container terminal in the Middle East. Khorfakkan has been recognized as the most productive terminal in the world many times. They are also shortlisted on many other awards because they offer more than Port operations and containerization; but offer logistics as well. They classify themselves as a "onestop shop" so that they can provide full service to all of their customers.

Khorfakkan is his pride and joy, he said. Peter Richards has been at Gulftainer for approximately 33 years. He started out handling mooring lines, twist locks and containers; working himself up to where he is today. He said that is what Gulftainer does and that is what they will provide to all their employees; the ability not to just stay where you are, the ability to

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not be restricted by what you think you are capable of, but they will make you realize that you can do more. (The audience broke out in applause.)

Gulftainer has 15 facilities worldwide, 13 of which are ports. Gulftainer services 19 of the top twenty shipping lines around the world. They have connections with just about everybody that is carrying cargo into the United States. They seek out niche opportunities. They don't just go to places and put their flag in the ground and say, "Hey look, Gulftainer is here", he said, they go where they can add value. You can see throughout their long history, he continued, that they've chosen places that not everyone would want to go. For example, Iraq, where Gulftainer has a container terminal, a place that most don't want to go. Gulftainer opened a port facility there to prove that they had the ability to work in the most difficult environments and come out with a highly productive result. He said, that he was not comparing Wilmington to Iraq but to simply demonstrate that they like to find places that they can add value to.

Gulftainer, he continued, is more than Port management; they are an international company spread across the world handling contract logistics and freight forwarding; they build logistics cities (think Boxwood), handle inland transportation, and offer container repair to customers.

Mr. Richards said that Gulftainer's ports can handle 2.4 times the average cargo amount than any other port in the world, per meter of quay. Gulftainer's cranes, the best of the best, are maintained to the highest standards and can handle 1.7 times the average amount that a normal crane can do in ports around the world. Gulftainer can handle 3 times the world average for the amount of containers stacked and stored on a hectare of land (1 hectare = 2.47 acres) because of the methods they use, the processes they use, and the I.T. systems that they use. All these things come together to enable them to be better than anyone else. These stats, he said, are excerpted from the American Journal of Commerce on port productivity around the world.

Gulftainer's customers include some currently calling at Wilmington. So, the relationship and the support are already there. They are excited that Gulftainer is coming to Wilmington's Port.

Additionally, and in due time, Gulftainer he said, will provide the "one-stop shop" facility to all the Port of Wilmington customers. They will bring in their Logistics Division momentum. They will also establish not only transport, but they will build warehouses. There have been discussions with Boxwood to develop a slice of that land; building warehouses there and starting a freight consolidation station there - all union regulated. (Applause.)

He said that what makes Gulftainer as good as they are is not the money, not the best equipment, not the best systems available in the Ports and logistics business, but the largest portion of their success is the staff. Gulftainer has a unique ability to form relationships with their staff. They have an open-door policy and encourage career development. He said that they are not the best paying company in the world, but they pay a fair wage for what they expect their employees to do. He said that they instill pride in their employees. He said that what drew him to Wilmington was that he wants to make Wilmington the best of the Ports on the Delaware River. People that work for Gulftainer are proud because they know that they are part of the best company in the world, the equipment that they are operating is the best that

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there is, the systems and care that they receive is second to none. The employees drive the future of Wilmington, Gulftainer is simply providing the money to do so.

Before he joined Gulftainer he was in the Merchant Marine for 11 years. He has his Master's ticket; never actually sailed as a Captain, but he has sailed as a Chief Officer on ships for a very long time. He said that, in his view, it's common sense that if your company is a place that people enjoy working, their work effort is going to be twice as much as the opposite. Gulftainer has first class health and safety, first class environmental records, corporate governance are monitored by the World Bank and the IFC.

The Port of Wilmington: Revitalized - Gulftainer is looking to change the system of how Wilmington port works. Gulftainer will try to convince the customers to do away with the chassis and do a stackable container port facility. This will enable the Port of Wilmington to handle more volumes, will enable more space for bulk customers, and enable an environment for a cleaner, better job than at present. Gulftainer intends to bring in the latest equipment to do this. This is equipment not yet seen on the River, but employees will be trained to operate this equipment as soon as Gulftainer is appointed as the Concessionaire.

Mr. Richards said that it's an exciting time but also a time of change. You're in the wrong line of business if you don't want change. The entire industry is changing, he said. Today's ships are so expensive to operate that shipping lines have formed consortiums and are driving ports into the ground from their demands to get turned around as quickly as possible. It costs $100k per day to operate an 8,000 TEU container vessel. Shipping lines are looking to the ports to turn them around as quickly as possible. Wilmington has got to be the most productive port on the River, second to none. Edgemoor, the new venture; is something that we should all be excited about. This new facility, like a painter being given a new canvas, will have the largest cranes on the river installed on it, the latest technology including the latest terminal operating systems, state-of-the-art cold store warehouse, and a new fumigation center. Edgemoor will be a beautifu I facility, handling 1.2 million containers; it will conform to the highest standards possible, not only in the United States but the world. This will be the place on the River that customers want to come.

Gulftainer's CEO concluded by reiterating that they have been in business for 40 years. Fortunately, or unfortunately, Gulftainer's head office is in the Middle East, where Arabs live. Some people don't like Arabs, he said, and that he cannot help. Gulftainer never has, never will, have anything to do with terrorism, dirty money, or Russia.

Mr. Richards said that in order to enter into the Ports and Logistics industry in the United States, Gulftainer has been investigated and vetted by the Department of Treasury, Department of Justice (FBI), Dept of Homeland Security, Dept of Commerce, Dept of Defense, Dept of State, Dept of Energy, Office of US Trade Representative, Office of Science and Technology, Office of Management and Budget, Council of Economic Advisors, National Security Council, CIA, National Economic Council, Homeland Security Council, Director of National Intelligence, the Secretary of Labor and the FMC. Nine (9) months were spent vetting and looking into every nook and cranny of Gulftainer, and, they passed the test. That concluded Mr. Richards presentation.

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The DSPC Board Chairman said that this large-scale vetting process involves CFIUS (Committee on Foreign Investment in the United States). He said that he had a couple questions for Mr. Richards. When Gulftainer leased the facility at Port Canaveral, did they submit their proposal on Port Canaveral for review? Mr. Richards responded, yes, and said that they would again voluntarily comply with the CFIUS process relative to the lease of the Port of Wilmington. Bullock said that he was very impressed with the relationship that Gulftainer has with the Port Canaveral community and inquired about Gulftainer's plans for the Wilmington port community.

Mr. Richards said that wherever they go they like to add value. They bring the newest equipment, the latest technology, they bring business, and create jobs. But it doesn't just stop there; they like to be involved in the community that surrounds its ports. Gulftainer intends, he said, to establish a training facility in the local community, not only because they are charitable, but to ensure that they have a local workforce that is trained in the latest technology, the latest systems, and the way forward. The training will help ensure that they have manpower for their facilities and that there will be topnotch manpower available. Gulftainer, he continued, intends to set up a training facility that will be centered on the handling of the new equipment and new terminal operating systems.

Not only that; but they envision taking it a step further to make it an educational facility, also. He hopes that the training/educational facility will one day become a college or university where people can get a degree specific to the ports and logistics industry. He'd like to bring others into the fold to ensure that there are people trained with managerial capabilities qualified to go anywhere in the world to perform these responsibilities. The American University of Sharjah, Washington University and Kent University of UK have already started programs relative to the Ports and Logistics industry. The average age of a U.S. mariner is 53, those involved in logistics are also in their fifties. He said that we all have to ensure that the youth is prepared to follow in our footsteps. The Board Chairman said that concluded his questions and asked if the Board Members had any; hearing none, the Board Chairman called for the Vice Chairman, Rick Geisenberger to elaborate on the details of the terms of the transaction.

The Board Vice Chairman said, now you can see with the anticipated job creation, capital investments, quality and scope of the business plan, why the Board was so impressed with Gulftainer. As a result of the RFQ, and after review by the Evaluation Committee and PFM, the recommended concessionaire is GT which is a subsidiary of Gulftainer.

The terms of the agreement are for a SO-year concession. Lease of the property will be granted by DSPC. The DSPC / State of Delaware will continue to own the real property the land, buildings, etc. GT will acquire the existing non-real-property assets: the cranes, equipment, vehicles, software. We hope to close before the end of the spring, he said, but no later than early summer. Obviously, that is dependent upon approvals by the Board, the General Assembly, and any required Federal approvals. The transaction will then more forward with a definitive agreement.

The properties that are involved are the Port of Wilmington and Edgemoor. A provision exists allowing for an option, under the purchase agreement with the City of Wilmington, to exercise

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ownership of the Pigeon Point facility. The DSPC has never exercised that option; however, under an agreement with GT they may require DSPC to do so. If they do, GT would assume any environmental liability associated with the property.

GT has made a commitment to work with Harvey Hanna & Associates to potentially develop Boxwood and make commercially reasonable efforts, if possible, to develop Riveredge over time. The DSPC will continue to own the Port of Wilmington and Edgemoor properties and will continue to be tax exempt. The DSPC would turn over the existing non-fixed assets to GT as part of the transaction. The DSPC would agree to reimburse GT for capital improvements from any remaining Bond Bill funds from FY 2018. Beyond that, there would be no continuing operating or capital commitment from the State of Delaware or from the DSPC. GT would assume all of the contracts to the extent that they are assignable.

The DSPC is turning over the property "As-ls, Where-ls," continued the Board Vice Chair. GT will have a requirement to operate it as a prudent operator. Safety and security standards must comply with all Federal, State and local laws with DSPC oversight and the right to terminate if there are failures to comply.

The collective facilities can only be used for their permitted uses: containers, break bulk, dry and liquid bulk, and roll-on roll-off. Very importantly and they've agreed - no LNG terminal at either site. The LNG issue was litigated a few years ago on the New Jersey side of the river and will now not happen on the Delaware side of the river, either. Specifically, GT will be excluded from ever developing an LNG terminal. Essentially, they will use the original Port facility for that which the DSPC is currently using this property for. Additionally, there is a provision that a "change of control" cannot happen without the consent of the DSPC and the General Assembly.

Capital commitments over the first 10 years include, and there is a capital schedule projecting GT to invest, a projected $584 million. $73 million at the Wilmington site, $411 million at the Edgemoor site, and an additional $100 million in warehousing which may include improvements to existing warehouses and perhaps a new state-of-the-art refrigerated warehouse. The Board Vice Chairman said that his entire presentation would be available on the Port's website that afternoon.

Minimum capital guarantees over the next several years include the requirement that GT invest $40 million over the next two years at the Port of Wilmington plus an additional $20 million in warehousing investments at the existing Terminal Avenue facility in the first three years of the transaction. And, for Edgemoor, they are required to invest at least $250 million by 2020 with the facility fully operational by the end of 2023. This is an aggressive schedule and includes extensions out to the year 2025.

GT agreed to assume all operating and maintenance costs associated with dredging on the Christina River and on the Delaware River, related to the Auto Berth - that is about $750k per year. On a PV (Present Value) basis, it's worth about $25m. At Edgemoor, they would assume

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the permitting costs and the project dredge costs currently estimated at $42m in order to perform the initial dredge.

That which has not been agreed to is ongoing dredging costs associated with operating Edgemoor. The expectation is that the USACE will assume those costs, if any. Hopefully, it is a self-scouring portion of the channel and once it's initially dredged, it never needs to be dredged again. If it's determined that on an operating basis, every few years it needs to be re-dredged, the Federal government will be solicited to do so. If not, we will have to enter into negotiations with GT to determine who will pick up those costs. As of this moment, we do not know what those costs will be, if any.

The Board Vice Chairman discussed GT's annual cargo volume commitments - anticipated volume levels = >100% growth: from Wilmington's current 375k TEU's to 780k TEU's. They are guaranteeing 75% growth in container cargo and at least 50% growth in non-containerized cargo. Capital investments of $584m include $73m at the Port of Wilmington; $411m at Edgemoor; and $100m in warehousing. In addition, GT makes commitments, over the next few years, to invest a minimum of $40m at Port Wilmington, and $250m at Edgemoor. Edgemoor is expected to be fully operational by 2023. The Board Chairman said that the timelines are super aggressive.

The Board Vice Chairman continued - GT will not assume any existing problematic environmental conditions at the Port of Wilmington. (Excluded is exercising the option at Pigeon Point, in which case, they would assume any environmental obligations.) If they encounter/uncover something at the Port of Wilmington facility that exposes an issue around existing conditions, the parties have agreed to a mutual evaluation process. To the extent that it is important for the operations to move forward, the DSPC will likely agree to cover the costs out of concession fees or stop. At Edgemoor, the DSPC and Chemours are jointly named on a $25m insurance policy covering environmental unknowns.

The agreement provides for the use of the existing union labor force under the current Collective Bargaining Agreements. It is agreed that both locations, the Port of Wilmington and Edgemoor, will be ILA facilities. GT has already signed a Project Labor Agreement with the Building Trades Union insuring that union labor will be used for capital improvements. (Applause.) GT has agreed to hire all current DSPC non-union employees and guarantee employment for 6-months. The employees will be compensated at a substantially comparable rate, said the Board Vice Chairman.

The guaranteed cargo volume growth, it is believed will drive direct and indirect job growth which we think can double from current levels which our economists estimate at about 5,600 direct, indirect, and induced jobs associated with the Port of Wilmington.

Concession fees, he continued, are based on cargo volumes and periodic adjustments for inflation; payments of approximately $6 million in year 1 rising to approximately $13 million by year 10. Minimum guaranteed payments will cover all existing debt and post-closing operating

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expenses; revenue above DSPC debt and expenses go back to the State of Delaware; no continuing financial support from DSPC and State for operating and capital expenditures.

There will continue to be a Diamond State Port Corporation. Oversight Rights: DSPC has the right to have a nonvoting observer at GT Board meetings to monitor safety and security; consent rights to major changes in business strategy; any proposals to pledge existing assets; the lease of assets; major construction projects especially to the extent that they would incur environmental liabilities; continue to be the non-federal component for dredging management projects; and continue to work with them to provide State marketing support e.g. for travel to Chile, if requested. The Port Corporation will continue to be present, albeit in a different role, he said, to provide oversight on major strategy issues. The ILA also has the right to have a representative attend all operational meetings in a nonvoting observer capacity, which is also included in the term sheet.

DSPC would agree to mutual non-competes. i.e. the DSPC would not build another port or operate a competing facility within the State of Delaware. In exchange, GT would agree to not own or operate any facility from Norfolk, VA to New York, NY. This agreement is for a SO-year term so if at any time during the 50 years the Port of Wilmington and Edgemoor are completely built out and there is no other land available to expand, the DSPC can consent to allow GT to operate in the NY to Norfolk area.

If GT fails to meet any minimum requirements, it is considered a material default and the facility is returned to the DSPC to operate. There will be a joint inspection of the facilities every 5 years to ensure that they are maintaining the property in good working condition. The facilities are handed back after 50 years in a similar condition in which they received the property.

Secretary Geisenberger introduced Mary Francoeur of PFM (Public Financial Management), the largest advisor to municipalities and states on financial issues around the United States, to discuss their independent review of this transaction. In summary, PFM determined that this proposal is as good as any that they have seen, and in some respects, is even better. Not only compared to the proposals that the Port of Wilmington has received but compared to other transactions that have taken place in the United States. Details of her presentation and the scorecard can be found on the Port's website.

The Board Chairman thanked all those involved: the DSPC Board, the Evaluation Committee, Gene Bailey and his staff for their work towards this end. He said the next step is to take the proposal to the General Assembly. He then opened the meeting for public questions and/or comments.

ILA #1694 President, Williams Ashe, Jr. thanked everyone for attending and thanked the Port Board of Directors for moving the project along. He said that this project creates jobs for the entire State - including all unions not only the ILA. Additionally, for the State of Delaware and the politicians, everyone is watching. This expansion changes the Delaware River and the whole dynamic of the East Coast. So again, thanks to the Board, the ILA and the other trade unions for embracing this project so that we can keep it moving forward.

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Questions/comments from the public sector and port employees included the following:

Q - What is/will be the status of the pensions of the existing union and non-union employees after Gulftainer is the port operator? A - Secretary Bullock said that there needs to be a separate session to answer questions specific to individual circumstances. Comment - Employment opportunities equate to a reduction in crime. Q - Will there be a mechanism put in place to assist individuals with existing felonies to have their record expunged so that they can acquire a TWIC card? That is the only way many will become eligible for these employment and training opportunities. A - Secretary Bullock said that he serves on the Board of Pardons and is working with State Representative Helene Keeley to help these young men get TWIC cards so that they can take advantage of these employment opportunities. Bill Ashe, Jr. ILA 1694 President said that his local has helped approximately 25 ex-felons with the TWIC card appeal process and they are now gainfully employed. Comment - The surrounding community are stakeholders in that which goes on at the Port of Wilmington. A Community Benefits Agreement Coalition should be put in place as an advocate for the surrounding community who are stakeholders and tax payers. The Board Chairman said, point well taken, and that there is a provision for a CBA in the terms. Comment - This is the largest thing to ever happen to the State of Delaware and the Port of Wilmington. This proposal is a win-win as there will be many indirect and induced jobs as a result of this project. This will be a great advancement that will grow Wilmington! It will boost the economy and contribute thousands of jobs. Please give credit to Ronald "Kimoko" Harris and former country executive Thomas P. Gordon. We would not be where we are today if not for them. Comment - The proposal sounds great and we are all about jobs. Nobody buys a house without reading the contract, so the devil is in the details and would be very interested in seeing the entire document. Comment - These are not jobs, these are careers. Careers that will be benefit the entire State of Delaware. Q - Will the Coastal Zone Act and its restrictions impede the development of Edgemoor? A - The Board Chairman answered that Edgemoor would be a container only facility and it will meet the requirements of the current law. Comment - Deep concern about technology; expansion is good, but technology can cut this Port in half and take away jobs. Q - What is the State doing to address the issue of job loss due to technology? A - Bill Ashe said that under the master agreement, as concerns container work, this will not be an automated terminal, every piece of equipment will be manned. However, employees may need to be trained to understand how to operate computers and i-Pads as cargo will be monitored in real time. Q - Will there be changes made to the current infrastructure? i.e. 1-495? A - The Board Chairman answered that there will have to be improvements made. DelDot is preparing for that eventuality and it has been taken into consideration. Comment - Many manufacturing jobs in the State of Delaware have been lost over the course of a few years - two auto plants (GM and Chrysler), and some Dupont work. This planned Port expansion will be a tremendous move forward for the State and the City of Wilmington. This is what we need to turn things around. The Port of Wilmington was built union and remains union. Thanks to the Board, union members and all involved. Comment - The Building Trades Union has a signed PLA for work with Gulftainer. Comment- Would like to see more African Americans allowed in the skilled trades unions.

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Comment - Developing a pre-apprenticeship program that would funnel workers in the community to the various unions is a priority. Comment - The best crime prevention program is a job. There is a correlation between the jobless rate in urban communities and the occurrences of crime. The Port is an avenue to help decrease crime. Thank you for changing Wilmington and the State of Delaware forever. Comment - State Chapter NAACP fully supports the largest workforce development project in the history of the First State. It will create a tremendous amount of jobs in the urban community and will give young people the ability to sustain themselves.

The DSPC Board Chairman returned the meeting to its regular order.

The Executive Director briefed the Board on Resolutions #18-15 and #18-14.

Resolution #18-15 - Approval of Recommendation of a Proposed Public-Private Partnership Agreement - The DSPC has determined the need to invest in its existing facilities and develop a container terminal in order to maintain and increase jobs and other economic impact resulting from the Port operations. The DSPC issued a public RFQ to assess qualifications and plans to provide investment in the development of port facilities. With the help of an independent reviewer of the evaluation process, the DSPC has recommended the selection of GT USA Wilmington LLC (GT) as the most qualified proposer for the development and operation of the port facilities at Wilmington and Edgemoor. It is recommended that the General Assembly of the State of Delaware approve the proposed transaction with GT based on the terms contained in the attached summary of the Term Sheet and hereby authorizes the Chairman of the Board to make any presentations to the Joint Committee on Capital Improvement and the members of the Delaware General Assembly as may be deemed appropriate. After further discussion, on a motion duly made and seconded, Resolution #18-15 was unanimously approved.

Resolution #18-14 - Approval of Preparatory Work for Edgemoor Dredging - The Diamond State Port Corporation (DSPC) has recommended to the General Assembly to approve a proposed transaction covering a Public-Private Partnership (P3) with a private developer / operator. The P3 requires the developer to develop and operate the Edgemoor terminal. One of the requirements for this development is to get the Delaware River channel dredged to a depth of 45'. Since this is a new development, it requires a significant effort for the US Army Corps of Engineers (USACE) to first to accept the project, and once accepted, to allocate funds and undertake the project. To reduce the time and help USACE in its process, DSPC has decided to initiate and provide information needed by and acceptable to USACE. DSPC is recommending that the Board of Directors authorize the Chair and the Executive Director for either to undertake the preparatory work leading to the consent of the USACE to dredge the necessary Edgemoor channel. After further discussion, on a motion duly made and seconded,

Resolution #18-14 was unanimously approved.

The Executive Director recommended that the Departmental Reports be accepted as written.

121Pagc

With there being no further questions or comments, the Board Chairman again thanked all for attending and wished everyone a great rest of the day. On a motion duly made and seconded, the meeting was adjourned at 12:48 p.m.

<tipe?;J:""'tt=-e-d_, __ Debra Thompson, MSM

Attachments (2)

13IPage

Parties:

PORT OF WILMINGTON TRANSACTION - SUMMARY OF KEY TERMS

Diamond State Port Corporation (DSPC) and GT USA Wilmington LLC (GT)

Agreement:

Closing Date:

Property and Assets:

Key Terms:

50 Year Concession Agreement to be handed back with the capacity to handle minimum annual volume guaranteed. No continuing capital or operating commitment from DSPC or the State.

Spring 2018. Soon as practicable upon Board, General Assembly, and federal approvals

Port of Wilmington (POW), Edgemoor and existing assets (cranes, vehicles, tools, etc.) GT to assume all assumable contracts and right to receive reimbursement for capital expenditures up to any unused POW amounts from the FY 2018 Bond Bill.

Recognize and use existing unionized labor workforce under applicable CBA. Enter into Project Labor Agreement with union labor for capital improvement projects. Operate POW and Edgemoor solely for permitted uses (LNG terminal prohibited). DSPC and GT's parent to enter into mutual non-competes. DSPC to have non-voting Board observer and oversight on key matters including security, dredging, major changes to business strategy, key construction projects, etc. ILA to have a non-voting representative at operational meetings.

Concession Fee: Year 1 fee of $6.1 million rising to $13.1 million in Year 10 based on volume guarantees and inflationary adjustments. Minimum annual fees will cover all debt service and post-closing operating costs. DSPC may receive an upfront fee ( offset against future fees) to cover closing costs.

Financial Guarantee:

Minimum $15 Million, 2 year, renewable letter of credit/surety bond from a U.S. financial institution guaranteeing concession fees and contract performance.

10 Year Cargo: Planned 108% increase in container cargo to 780,000 TEUs Planned 75% increase in non-container cargo Volume guarantees at 75% of planned growth

10 Year Capital: Total -- $584 million as follows: Port of Wilmington -- $73 Million Edgemoor -- $411 Million Additional Warehousing -- $100 Million

Minimum Initial Capital as follows: Porto/Wilmington -- $40 Million first 2 years+ $20 Million warehousing first 3 years Edgemoor -- $250 Million by 12/31/2020 and operational by 12/31/2023. Subject to extension to 12/31/2022 if container volumes have not reached 600,000 TEUs in which case operational no later than 12/31/2025.

Dredeing: GT responsible for costs of E dgemoor permitting and project dredge ( estimated $4 2 Million) and O&M dredging for Port of Wilmington.

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LMINGTON Delaware - PORT OF WILMINGTON - Home€¦ · The DSPC Board Chairman signed the...

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Transcript of LMINGTON Delaware - PORT OF WILMINGTON - Home€¦ · The DSPC Board Chairman signed the...