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STATE OFLOUISIANA

NO. DIV. DOCKETNO-

LOUISIANA BUCKET BRIGADE

v.

RIVERDISTRICT NEIGHBORHOOD INVESTORS SUBDISTRICf and

CITY OFNEWORLEANS

FILED
DEPUTY CLERK

PETITION FOR DECLARATORY AND INJUNCTIVE RELIEF

1. A group of investors plan to redevelop a 47-acre area of New Orleans next to the

Ernest N. Morial Convention Center. That area is described as the "River District." The project

would create several blocks of offices, ietail, housing, and a new regional headquarters for the

Shell oil corporation.

2. The investors' proposal includes both a tax inciease and a tax break. It would raise

sales taxes within the district by 2%, and deciease property tax in an estiinated amount of $21.6

inillion specifically for the Shell oil building.

3. The deal thus raises taxes on New Orleans residents who will live, work, or shop

in the River District, and lowers taxes for the multi-billion-dollar-per-year Shell oil corporation.

4. The City noininally approved the tax breaks on Deceinber 1, 2023. But thete are

seriousprobleinswiththatapproval.

5. First, state law sets out a detailed timeline for that approval. The law requires that

the tiineline can be no longer than ninety days, and no shorter than fifteen. The City, however,

approved the tax break after only eleven days:

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Timeline Set by Law, per Act 212

Submittal to Ec Dev rec to Review Period City Council
EcDev0ffice CityCouncil Complete Approval

45 days 15 days 30 days

River District Actual Timeline

Nov. 20, 2023 - Submittal to Ec Dev

Nov. 27, 2023 - Ec Dev to Council

I Dec.L 2023-CityCouneilapproval

7 days 4 days

6. Second,statelawrequirestbatthetarbreakproposalcontainanaffordablehousing

ornewpermanentjobscomponent-butthistaxbreakhasneither.

7. Third,theCity'sapprovalwas flawedbecauseitinvolvedapprovinganagreement

witha governmentbodythatdidnoreristpr.

8. At 10:00 a.m. on December 1, 2023, the City Council approved the tax b eak

agreernentbetweentheinvestorsandthe"RiverDistrictNeighborhoodInvestors Subdistrict."But
that subdistrict was not even created until after 3:00 p.m. that same day.

9. The approval of an agreement for a non-existent government body led to absurd

results_Forexample,thetermsheettheCity Councilapprovedsmidthatthe*RDNI Subdistriethas

determined there is a significant need to both ensure the long term presence of Shell in the City

and to stimulate economic activity within the NOLA River District." But the RDNI Subdistrict

could not possibly have "determined" that - because the RDNI Subdistrict had not been created

yet.

10. Fourth, the project proponents and the Cantrell adrninistmtion promised the City

Council that the tax break be given "in exchange" for one thousand saved jobs, and more than a
halfbilliondollamineconomichenefits.

11. Butthosenumberswe epremisedontheideathatShellwouldleavetheCityunless

the tax break is approved - which Shell has said is not true.

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12. And fifth, the project proponents misled the City Council, allowing the Council to

deferavoteontheCooperativeEndeavorAgreementproposed fortheCity'sagreement-andthen

deleting the City from the Agreement and passing it without the City's approval hier the same

day.
13. Because of some of these problems, the City Council's own attorney provided a

formallegalopinionthatthetarbreakapprovalwasnot"adoptedinaccordancewiththetimelines"

set by hw. Per the text of the hw, the tax break is themfore "deemed denied."

14. TheBucketBrigadeisnotopposedtotheRiverDistrict projectgenerally.

15. ButtheBucketBrigadeisopposedtogivingtensofmillionsofdollarsoftaxpayer

mvenue to a multi-billion-dollar oil and gas company on false pretenses and under a rushed and

hw-viohtingapprovalprocess.

16. For that reason, it brings suit.

PARTIES

Peddoners

17. Petitioner Louisiana Bucket Brigade is a 501(c)(3) nonprofit organization. Its

vision is that Louisiana can be a healthy, prospe1ous, pollution-free and just state where people

and the environment are valued over profit. It is a Louisiana taxpayer, in that it pays payroll, sales,

and other taxes. As a taxpayer, it is has standing to restrain unlawful government action. And it

has a particular, specific interest in stopping unnecessary and unlawful tax breaks for

petrochemical companies that use subsidies to pollute Louisiana's air, water, and soil.

Defendants

18. Defendant RiverDistrictNeighborhood Investors Subdistrict isagovernmental

bodyandpolitical subdivisioncreatedonDecember l,2023.11isasubdistrictoftheNew Orleans

ExhibitionHallAuthorityEconomicGrowthandDevelopmentDistrict.

19. Defendant City of New Orleans is a governmental body and political subdivision.

JURISDICTION AND VENUE

20. Jurisdiction is proper in the Civil District Court for the Parish of Orleans because

theCourt maintainssubjectmatterjurisdictionoverthedisputebasedontheobjectofthedemand

and the amount in controversy.

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21. VenueisproperinthisCourtpursuanttoLouisianaCodeofCivilProcedu eArticle

76.1, which states that an action on a contract may be brought in the Parish where services were

performedunderthetermsofthecontract. Thisprovisionappliesintheseproceedingsbecausethe

bulk of the work and/or services were performed or we e to be performed under the contract in

controversy in Orleans Parish.

BACKGROUND AND FACTS

A. The River District redevelopment proponents asked for a $21.6 million tax break
for the Shell building, and a sales tax ine ease for the p oj ect area generally.

22. River District Neighborhood Investors, LLC is seeking to redevelop a 47-acre area

next to the Emest N. Morial Convention Center, described as the "River District."

23. In2021, theinvestorconsortiumwonthemasterdevelopmentcontract,"largelyon

the promise to include a substantial portion of below-market housing on the publicly-owned land

controlled by the Emest N. Morial Convention Center."

24. The $1 billion project is "expected to create several blocks of ofHees, retail,

restaurants, a TopGolfentertainment eenterand hundreds of new housing units on land controlled

by the Convention Center."2

25. The project would also include a 142,000-squarefoot office building to be the

regional headquarters of the Shell, USA, Inc. corporation.

26. The project proponents are asking for a "a 15-year freeze on property taxes on the

Shell building, a break worth an estimated value of $21.6 million."3

27. The property tax break would be accomplished through a "payment in lieu of tax"

(or"PILOT') agreement.

28. The group is also seeking to create a special 2% sales tax across the overall River

District, "to help pay for infrastructure, maintenance and other needs."'

29. The sales tax increase would be accornplished through a Coopemtive Endeavor

Agreement (CEA) between public entities and the investors.

An16anyMcAn1By,CityCouncilsfamsRiærDistrictdewtopersforlockoftranswrencyourtaxsubsidies The
Advocale(Jan. 4,2024).
'BenMyers,NeworleansCityCouncilOK'starbreakforShellofficedenlopers.defersfinalpact.hAdwca1e
(Dec.2.2023).
5 Id.
* Id.

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B. In 2023, the state legislature passed Act 212, which governs the approval process of
the River District PILOT agreement-
30. He River District project is governed by Acts 2023, No. 212. (R.S. 33:130.865.1

et seq.)

31. That law requires "prior myiew by the New Odeans City Council of an economic

development projectwith apayment inlieuoftaxesagmement"intheRiverDistrict.S

32. The law sets out a specific timeline for approval.6

33. First, the project proposal must be "submitted to the city of New Orleans office of

economic development" by personal delivery.

34. The office of economic development then has forty-five days '4o myiew the

payment inlienoftaxproposal"and"transmitamcommendationofapprovalordenialtotheNew

Odeans city council."

35. He city council then "shall have fißeen days from the date that the proposal is

aceivedbyitselerktomviewthepayment inlienoftaxproposal."

36. Then, the city council has "an additional thirty-day period to adopt a msolution

disapprovingorapproving."

37. That thirty-day period follows the "the fifteen-day myiew period."
38. That thirty-day period "shall include a hearing before the city council economic
development committee."

39. Relevant here, the myiew period is specifically fineen days, not "up to" fineen

days. That is indicated by the statute's language describing "the thirty days following the fißeen-

day myiew period."

C. The River District proponents rushed the approval process, violating Act 212,

40. TheRiverDistrictdevelopersproposedatwo-partpackagethatwastobeapproved

by government entities, consisting of a PILOT agreement for the Shell build-mg tax break and a

CEA for the 2% sales tax increase.

8 RS33:l30.865.l (B).
8 RS33:l30.865.l (B)(4).

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41. One of those government entities is the New Orleans Exhibition Hall Authority

Economic Growth and Development, a political subdivision made up of much of the area of the

RiverDistrictproject.7

42. ItisgovernedbyaboardthatismadeupoftheboardofcommissionersoftheNew

Orleans Exhibition Hall Anthority, the p esident of the New Orleans City Council, and the city

council member in whose council district the district is located.8

43. On November 20, 2023, the New Orleans Exhibition Hall Authority Economic

GrowthandDevelopmentDistrictreferredtheproposedPILOTtermsheetagreementbetweenthe

RDNI Subdistrict and Cypress Lauricella RD 2A, LLC to the City.

44. On November 27, 2023, the Office of Economic Development tmusmitted the

PILOT recommendation to the City Council.

45. On November 27, 2023, developers and Cantrell administration officials made a

presentation to the City Council's economic development committee.

46. On November 29, 2023, a City Council committee received its first presentation

from city officials and River District developers on the Shell deal."'

47. On December 1, 2023, the New Orleans City Council approved an "outline of the

payment-in-lieu-of-taxes, or PILOT, deal.""

48. ThiswasconductedthroughapprovalofResolutionNo. R-23-537,whichapproved

a "a PILOT term sheet agreement" for the propedy "owned by Cypress Lauricella RD 2A, LLC

forconstructionofthe Shellproject."

49. The cooperative endeavor agreement was defer ed for a City Council vote on

January4,2024,because sevemicouncilmembers felt thatmorereviewoftheprojectovemllwas

necessay."

50. But the City Council never got to vote on the CEA.

7 R.S.33:130.862.
' R.S.33:130.864.
BenMyers.NeworleansCityCouncilOK'stoxbreakforShelloMcedenlopers deferstinalpact.hAdwca1e
(Dec.2.2023).
® Id.
JosieAbugov..DonedeshRiærDistrictoMcialsbypassCityCormcittoauprow35-waravreement..Veli1eQan.
3,2024).

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51. Instead,theprojectproponentssimplydeletedtheCityfromtheCEA,andapproved

itthe sameday-December1,2024-withouttheCity's involvement.

52. The Project Proponents gave no indication to the City Council during the PILOT

approval hearing that they intended to cut the City out of the CEA later that same day.

B. The PILOT was app oved on the false premise that "in exchange" for the $21.6
million tax break, Shell would not leave New Orleans. But it turns out that SheH
never planned or threatened to leave.

53. The rushed approval process was based on false pretenses.

54. One of the developers told the City Council that the deal was needed to keep Shell

frompullingoutofthecity.12

55. And Jeff Schwanz, Director of Economic Development at City of New Orleans,

told the City Council that the projec.t would result in the "retention of over one thousand jobs."13

56. He told the Council that "in exchange" for the tax break through the PILOT, the

City of New Orleans would "retain or create fourteen hundred jobs with a payroll of over $130

million annually."'4

57. Thedevelopers'economicimpactstudyestimatedthatthevalueofShell's*current

annualoperationsto[being]1etained inNewOrleans"was overahalfbilliondollars.

58. But Shell officials said they had no part in the cmfting of the propedy tax deal and

had not threatened to leave the city.

59. Indeed, Shell said through a spokesperson that it "remains fully committed" to

keeping its Gulf of Mexico headquarters in New Orleans.4

60. Thus,thewholeptemiseofthe Shell tarb eak-that itwasnecessarytokeep Shell

in the city - was untrue.

CAUSES OF ACTION

COUNT 1 - Declaratory and Injunctive Relief for Failn e to Comply with State Law

''AnthonyMcAn1ey.CityCouncilsfamsRiverDistrictdewlopersforlackofiransparencyowrrarsubsidiæQan.
4 2024).
3 Availableanlinent httpsd/citvofno.granicus.com/MediaPlayer.php?view id=&clip id4726&meta id=663957 et
appmx.. 4:13:15.
''Id. et 4:l6:25.
'5AnthonyMcAn1ey,CityCouncilsfamsRiverDistrictdewtopersforlackofiransparencyowrrarsubsidiæQan.
4 2024).
'®BenMyers..New0rleansCityCouncil0K'starbreakforShelloMeedevelopers.defers finalpact.TheAdvocale
(Dec.2, 2023).

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(Petitioneragainst AIIDefendants)

A. TheCity's hearing and approvalprocess failed toconiply with Act212,

61. TheprocessofapprovingthePILOTagmementviohtedAct212 inseveral ways.

62. First, it failed to comply with the legally-mquired timeline.

63. Act 212 sets out a fißeen-day review period and a thirty-day approval period aAer

aceiving the PILOT proposal.

64. Crucially, Act 212 states that the PILOT agmement "shall be deemed denied for

executionbythedistrictoranysubdistrictifthecitycouncil failstoadoptamsolutionapproving

the proposal, with or without amendments, within the thirty days following such fifteen day

review period."(Emphasis added).

65. Hem, the City Council approved the PILOT agmement only eleven days aAer

aceiving it.

66. AstheCouncil'slawyerput it,the"keylegalquestionhemiswhethertheCouncil's

approval ofthePILOTapplicationmustoccurinsidethe30-dayapprovalwindow,orwhetherthe

Council can approve the application ead ier during the 15-day myiew period."

67. He concluded that based "on the plain language and structure of the statute, I

believethe formeristhe bettermadingofthehw."

68. He explained further that on "its face, La. R.S. 33:130.865.1(B)(4) provides that an

approval is not valid unless it occurs 'within the thirty days following such fifteen-day review

period.' The preposition 'within' is generally understood to mean 'inside a range or specific

boundary.' In the case of the Shell PILOT, this undoubtedly means that the approval cannot occur

aAer the expiration of the 30.day approval period. However, it also means that them is a

commencement date for the period within which approval must occur - namely, the expiration of

the 15-day approval period. Applying the plain huguage of the hw, the Shell PILOT was not

approved within the 30 days following the 15-day review period. It was approved during the 15-

day myiew period."

69. He went on to discuss the structure of the statute: "The structure of the statute
bolsters my view that non<ompliance with the 30.day myiew period is not simply a technical

matter. The Legislature did not have to separately delineate a 15-day review period and 30-day

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approval pedad. It could have simply given the Council 45 days to review and approve all PILOT

applications - as it did for the Office of Economic Development. The most plausible reason for

this distinction, in my opinion, was to ensure that these projects included adequate periods of

public deliberation. The Legislature's decision to separately establish and define these periods

must be regarded as intentional and given effect.""

70. Act 212 also mquires that the "thirty-day approval period shall include a hearing

before the city council economic development committee."

71. Butasnotedabove, theCitydidevengettothethirty-dayapprovalperiod, because

it "approved" the project in less than fifteen days.

72. Accordingly, it never held the aquired hearing within the mquired period.

73. Councilmember Moreno's office offered the project proponents a mmedy: she

suggested "a new msolution filed under the original proposal that would mceive a hearing and full

council meeting."

74. Councilmember Moreno's office "did not receive a msponse" to that suggestion.

75. Thus, ægardless of the resolution approved by the City Council, the plain text of

the law mquires that the PILOT agieement must be "deemed denied."

76. Several councilmembers have reached this same conclusion. In a January 10, 2024

letter, Councihnembers Moreno and Moræll concluded that "since the timeline mquirements weie

illegally rushed and did not meet requirements in Act 212, the PILOT is denied."

77. 'Ihe PILOT agieement also failed Act 212's job creation / affordable housing

mquirement.

78. Act212mquiresthatthePILOTereate"affordableworkforcehousingdevelopment

of not less than seventy-five housing units" or "at least ten new permanentjobs."
79. ButthePILOTheieis foracommeicialofficebuildingandwillnot houseanyone.

7 On January24,2024,theI ouisianaAttomeyGeneml issuedanon-binilingopinionægardingtheAct212 myiew

periods,concludingthatthetinmperiods,includingthe l5-daymview,atenotmquimdtebeexhausted.La.AG Op.
23.0132.However,thisopinimdoesnotengagewith Swensek.'sanalysisanddoesnotaddressanyissuewiththe
PILOTapproval otherthantiming.Further,theopinionisinternallyinconsistent,asitlaysoutthebasietenets of
statutoryconstruction,includingthat"Whemalawis clearandunambiguousanditsapplicationdoesnotleadte
absurdconsequences,thelawshall beappliedaswritten"(La.C.C.art.9),buttwo paragraphslaterdisægardsthe
phrase"withinthethirtydaysß#awngsachffreen-diyreviewperiod"foundinLa. R.S.33:l30.865.l(B)(4)in
daierminingthattheperioddoesnothaveio beexhausted.Theopiniondoesnotofferanyanalysiswhyanexception
to theshtutorymiesofconstructionshouldbenedehete.ThephrasingandstructureofAct212 makesitelearthat,
atminimum,the l54ymviewperiedmustbeexhausted.

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80. Noristhereany firmindicationit willcreateanynewpermanentjob,asShellwould

just be moving its regional headquarters from one part of New Orleans to another.

81. While the economic impact study submitted with the PII OT proposal shows job

growthatShell,thecompanydisclosedtothemediathattheywerenotconsulted inthisstudy,and

havenoplans toaddnewjobs.

82. Shell officials confirmed that "rhey had not promised to emate new jobs."18

83. Thus, the PILOT also fails the housing/jobs requirement of Act 212.

B. The approval pmcess was so rushed that the City Council appmved an agreement
for a governmental body that had not been c eated yet.

84. On December 1, 2023, several city bodies held their meetings: the
1
Riverwalk-Spamsh Plaza EDD, the City Council regular meeting, the New wa
R- Ik-Snan
Orleans Exhibition Hall Anthority Economic Growth and Development District, Plam FDD

and the River District Neighborhood Investom Subdistrict (RDNI Subdistrict). ==AM
Regular Meeting

(Seecalendartotheright.)
3 PM
85. At the 10:00 a.m. meeting, the City Council approved the PILOT
A nhnrityFerenmlr·

term sheet between the River District investom and the "RDNI Subdistrict."
86. At the 3:00 p.m. meeting, the New Orleans Exhibition Hall
3ME
AuthorityEconomicGrowthandDevelopmentDistricthelditsmeeting. Rhe ostrict
N_eighborhood
87. During that meeting, it created for the first time the River District

Neighborhood Investors Subdistrict (RDNI Subdistrict).

88. Then, at 3:15 p.m., the less-than-fifteen-minutes-old RDNI Subdistrict held its first

meetmg.

89. The City Council's approval coming before the creation of the RDNI Subdistrict

led to absurd results.

90. For example, the term sheet the City Council approved at 10:00 a.m. said that the

"RDNISubdistricthasdeterminedthereisasignificantneedtobothensurethelongtermpresence

of Shell in the City and to stimulate economic activity within the NOLA River District."

'*AnthonyMcAn1ey.CityCouncilsfamsRiverDistrictdewlopersforlackofiransparencyowrrarsubsidies(Jan.
4,2024).

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91. But the RDNI Subdistrict could not possibly have "determined" that - because the

RDNI Subdistrict was not in existence until the afternoon of that same day.

REMEDIES

92. Because of the causes of action plead above, Petitioners seek the following:

a. A declaration that the PILOT agreement is deemed denied.

b. An injunction restraining the RDNI Subdistrict and City of New Orleans

from taking any action pmsuant to or premised on the validity of the PILOf

agreement.

93. Petitioner1eservestherighttonoticeofdefecttothispleadingandreservetheright

to amend or supplement this Petition after discoveg of any additional fact, law, or claim, the

amendrnentofwhichtobeperformedbythe filingofanysubsequentpleading.

94. Petitioner also states any and all other causes of action that may become known

througha trialofthismatteronitsmeritsagainstanyand allotherpartieswhereatenamedherein

erwhichmayheaddediater,and requestanyandallotherdamagesorremedieswhichthisCourt

may deem equitable.

WHEREFORE, Petitioner prays that after all legal delays and due proceedings are

complete that there be judgment in favor of Petitioners and against Defendants.

Respectfully submitted,

/s/ WiRiam Most

WiHiam Most,la. BarNo.36914
DavidLanser,La.BarNo.37764
Most & Associates
201 St. Charles Ave. Suite 2500, # 9685
New Orleans, LA 70170
(504) 509-5023
williarnmost@gmail.com
PLEASE SERVE:

RiverDistrictNeighborhoodInvestom,LLC
Attn: Louis Imuricella, Managing Member
1200 S. Clearview Parkway, # 1166
New Orleans, LA 70123

CityofNewOrleans
Attn: City Attomey
1300PerdidoSt.,5E03
New Orleans, LA 70112

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