ABOUT THIS FILE

This is a detailed timeline related to the West Old Town Landfill project.

The timeline is based on documents received by the compiler (Paul Schroeder) and other members of We The People / Against The Dump through Freedom of Information Access requests to state and local government agencies, the official record of Maine Department of Environmental Protection review of the project, news sources and other communications. Sources for every entry in the timeline are provided. If sources are absent, mistaken, are to a superceded document etc., please inform the compiler (see below for contact details).

This file was created with the aim of creating an orderly overview of a very complex process. Not all entries are equally detailed, nor are all events included in this document. For instance, examples of events not included are: various meetings of We The People (including the excellent bean supper in Hudson and the great Country Sunday events in Alton); every news article (now numbering at least 50); activities related to fact finding, such as visits to the State Archives and video taping of overweight trucks going over the I-395 bridge; and the many documents and events around what must now be called the "first dump" that was licensed in 1993.

This timeline begins in March, 2003, what seems to be (from what we have pieced together) when this idea first came about, not surprisingly as part of another paper mill bailout, that of GNP in Millinocket. It ends on October 21, 2004, the date the Board of Environmental Protection ruled 7-1 against the appeals of the dump opponents.

So, the file can be seen as the current contemporary historical record of the dump project as of the end of the administrative appeal process. Perhaps it will be supplemented with a new timeline of the events going forward.

Here are a few words about how this document is generally set up and arranged. All quotations from documents are within quotation marks. That is, if something is not in quotations, it's a paraphrase or something similarly inexact, and always open to interpretation and correction. Even what is in quotations might not be right, since not all documents tell the truth, and newspapers sometimes inaccurately quote people or state the facts. Comments added by the compiler should be clear from context or are explicitly included as follows: [NB ..] Unless within quotations, use of first person "I" is understood to mean the compiler. In some cases, entries are based on photocopies of handwritten notes provided from agencies. Effort has been made to correctly attribute these notes; however, in some instances inaccurate attributions may have been made. In most cases, probably, for handwritten notes we can just say "notes of someone in the Governor's office" or something equally vague; the contents of the notes probably would not change much no matter who is writing them.

This file was prepared automatically using the Axon Idea Processor software. Click here for a snapshot of the graphic timeline chart. Because the printout was automatically generated in number order by date, and then by first letter of the event's title, there may be some days in which the actual events of the day are not in the actual order in hours and minutes. In some cases these have been fixed when found; others may need further editing.

This file was compiled by Paul Schroeder, Common Coordinates, P.O. Box 360, Stillwater, ME, 04489 / (207) 866-7766 / pauls@commoncoordinates.com, who is responsible for its contents. If any item included here is known to be in error, please contact me with the correct information. Please also contact me if you have ideas for filling in some of the blanks. I have tried to be totally accurate in what I am presenting here. I am firmly opposed to the dump, so there certainly are biases in selection of some sort, and there are certainly statements of opinion and questions that are my additions and not part of the timeline contents. In some cases my interpretations may be wrong or my questions totally misdirected. Please let me know.

Most recent file version: Oct. 20, 2004.

Last modified: Oct. 24, 2004

2003.03.00: CASELLA IN DISCUSSIONS WITH MRC; "COMMERCIALIZATION" OF GNP SITE

MRC = Municipal Review Committee, a central Maine consortium of over 160 municipalities who feed trash into the PERC = Penobscot Energy Recovery Corporation, a trash-to-energy (at subsidized electrical prices) incinerator in Orrington, Maine. GNP = Great Northern Paper, just up the river from GP - Georgia Pacific, owners of the "Fort James" mill in Old Town, Maine. Apologies to those not more familiar with the "players" please join the club – it has taken us most of our appeal period just finding out who was involved. As we get into the timeline, the various names should become more familiar.

For this earlier idea for converting a mill sludge dump into a multipurpose garbage heap, there is a thumbnail view provided in "Public Private Partnership" section of Proposal submitted by Casella 2003.07.09. The plan apparently was to "commercialize" the Dolby landfill as part of the GNP effort. For some reason that fell through. This was given in the Proposal to be the conceptual origins of the deal achieved in Old Town. The date for this early activity was given as "March, 2003."

[NB Several open questions re: this idea and the unfolding of the landfill deal, beginning with the Georgia Pacific (GP) Old Town mill closure; including why MRC was potentially partnering in the March deal but was not part of the early discussions in the April deal.]

[When Charlie Gibbs saw the original version of this timeline, he asked if "NB" means "no brainer," which was a very good guess on his part and you could read it that way.]

2003.04.02: GP-OLD TOWN CITIZENS COMMITTEE INFORMED OF CLOSURE

Information about this from personal conversation with member of GP-Old Town public involvement committee. This person said he got a call one day, come down to the mill at 7:00, and he was then given advance information about the mill closing announcement. This same person said that he got only 1 hour notice for either of the two legislative committee "hearings" held in Augusta about the Resolve that passed the legislature, negating all landfill siting laws in Maine and allowing the Old Town deal to go through. He was not able to get to Augusta on an hour's notice for either of these "public" sessions.

2003.04.03: GOV. BALDACCI MEETS WITH GP OFFICIALS

An April 4, 2003 fax from Ralph Feck (GP) to Baldacci's office, thanking for and reviewing a meeting held "yesterday" with Baldacci.

2003.04.03: MILL CLOSURE ANNOUNCED

Along with announcement of the mill's closing, a memo this day from Lance Boucher to Baldacci, copied to Lee Umphrey, lists Lord and Reynolds as OT officials and Randall and Deschaine as PACE 80 officials.

2003.04.07: MEETING WITH PUBLIC OFFICIALS RE: MILL CLOSING

This included ("invited or attending") Dunlap, Peavey-Haskell, Cathcart, Youngblood, Lord, Reynolds, Cates, McLeod, Plourde, Pinkham, Sirois, Stormann, and "union officials and workers." Topics included enumeration of the efforts underway to give the mill financial incentives to remain open.

2003.04.16: BUREAU OF AIR QUALITY OFFERS EXEMPTIONS TO GP

2003.04.17: "MARATHON" MEETING

A 2003.04.18 note from Mike Barden of Maine Pulp and Paper Foundation, to Sen. Tom Sawyer, including an .xls file <GP_rop_tax_compare> a "graph of GP tax burden. I'll follow up with our other members on whether they have some hard data on other operating costs that inhibit their ability to compete." Among these, Barden suggests: "As you are likely aware, there are several env [sic] programs that are unique to Maine. While these don't necessarily lead to make-or-break management decisions for a mill, they do add incremental costs and 'intangibles' that can tip the balance on corporate investment decisions. Of particular interest to you: I was recently informed by one of our members that a corporate mill in Europe recently licensed a new landfill. The administrative process from start to finish took less than 60 days and cost ~$100,000 (US). By contrast, it took GP over 2 years and $2 million to license their landfill."

[NB This message begins, "I trust you've recovered from the marathon session yesterday." This is probably one of the earlier meetings referenced in Sawyer messages, see 2003.05.05d and 2003.05.06.]

2003.04.17: CASHMAN TO CORRELL MEMO

This notes items "identified by your management team as the problems that need to be addressed." These were both environmental: extending exemptions from air emissions standards, and "Permitting the existing landfill as a commercial landfill ..."

This is the memo that WtP identifies as outlining the "commercial landfill option" that became the essence of the final deal.

2003.04.19: BDN OVERVIEW OF PENOBSCOT MILLS

Story "Success -- and struggles, Six mills see fortunes change" reports the "downward spiral in recent years" for Penobscot River paper mills. Of Old Town, "More than two weeks ago, Georgia-Pacific Corp. in Old Town retired its two tissue machines, putting 300 people out of work. What remains is its pulping operation, but some analysts wonder for how much longer. At lease 300 people still have jobs."

2003.04.24: CASELLA SENDS PROPOSAL TO GP

A fax from Cashman to Dave Lennett (DEP) says: "This is the proposal given to G.P by Casella last Thursday. Could you please take a look at this and give me some feed back before our 3:30 meeting with G.P.?" That Thursday would have been 2003.04.24.

The file this came from did not include a proposal from Casella to GP. [NB However, it would likely have been an early draft of the 2003.05.09 NEWSME "Proposal, Georgia-Pacific (Old Town) Landfill" Term Sheet, on which was written "latest".]

Cashman's memo of April 25 says Casella "met with GP officials last night." This must have been when the "proposal" was put forward.

2003.04.25: CASHMAN MEMO TO BALDACCI OUTLINING "GREAT PROGRESS"

This outlines transfer of the biomass boiler, a meeting with GP about the landfill (reporting a meeting between OT and GP the previous night) and a "series of meetings" with SPO and DEP "details of a plan to have the State buy the landfill as an alternative to Casella." Reports that there will be a meeting on "Monday" [Ap. 28; subsequent memos from MacDonald to Cashman and Cashman to Lennett indicate that this was actually Tuesday, Ap. 29] with GP, SPO, DEP "to choose between the landfill options and set in motion the process of closing that deal."

In addition: "Now for the really exciting news. Jim Bostic has been up here from G.P. in Atlanta ramrodding this process, and he talked to Pete Correll today. Pete told him that if everything goes well on Monday (which it will) that we should arrange a time for the Governor and Pete to make a joint announcement late next week that they are opening back up the tissue machine and six converting lines and bringing back 150 workers."

[NB The phrase "as an alternative to Casella" indicates that preliminary conversations were aimed at a direct transaction between Casella and GP.]

2003.04.29A: MACDONALD MEMO OUTLINING LANDFILL OPTIONS

This memo basically outlines a straightforward state ownership of the landfill, guaranteeing capacity to GP at current use for over 30 years, no new permitting, and 1,000,000 tons surplus capacity left over.

This was faxed at 12:01 p.m. to Cashman. Later, a fax stamped 3:07 from Cianbro was forwarded by Cashman to DEP's Lennett for comment "before our 3:30 meeting with GP?"

2003.04.29B: CIANBRO FINANCIAL ANALYSIS OF WOTL

This was faxed 2003.04.29 at 3:07 p.m., from Cianbro Engineering, addressed to Mike Curtis, Jack Cashman and George MacDonald, from Pete Maher and Rick Leonard.

"Per your request we have conducted a financial analysis of the West Old Town Landfill. The purpose of this analysis was to estimate a value for sale by Georgia-Pacific (GP) to the State of Maine. Our analysis estimated a value under 3 scenarios: ..."

Their analysis was based on a 70 ft. vertical increase, a 5.3 million cubic yard capacity, 50,000 tons of mill waste at low tipping fees, 115,000 cubic yards per year of "commercial waste," and state pays for the landfill "through a 20-year revenue bond at a rate of 3.9 percent."

At various assumptions, the "landfill value" is between $33 and $43 million.

2003.04.29C: MEETING TO FINALIZE LANDFILL APPROACH

According to Cashman memo of 2003.04.25 looking ahead to this meeting, the outcome of this meeting will allow GP to announce the re-opening of "the tissue machine and six converting lines and bringing back 150 workers."

The meeting was scheduled for 3:30.

There is another memo from Cashman to Lennett (undated, but giving a "proposal given to GP by Cassela [sic] last Thursday..." This was likely an early version of the draft Term Sheet of 2003.05.09. The fax was time stamped 3:07, and Cashman was asking David Lennett to look it over "before our 3:30 meeting."

Handwritten notes "GP Issues (4/29)" state: "Operating landfill --> generate $10-12 m = Donate to Casella (new par.) Under ex. state laws (SPO/DEP) --> must be owned by state ..."

[NB I'm not sure who wrote this, though see also notes in same hand headed "GP (5/21/03)" -- in both cases there is mistakenly written GN then corrected to GP. This was the same time period that the state was involved in keeping the GNP facilities in Millinocket open. This person was in a meeting that date with "JEB, JC, JL, JCP" and JCP's notes say "cut the cord w/Casella" as do the notes in this hand. On looking at the 5/21 memos, this likely is Jane Lincoln's, the Gov's chief of staff.]

This same handwritten note includes various fragments related to deal arrangements, including: "GP marry operating to deal 1) avoids RFP 2) can structure a better deal -- can do w/in the existing framework"

2003.04.29D: MACDONALD TO CASHMAN, DRAFT BUSINESS PLAN

This e-mail was a followup to the 3:30 meeting.

MacDonald notes that the state would probably have to collect a $5 per ton fee for disposal, and to avoid this fee might need a license variance.

2003.04.30: INSURANCE FOR GP, SPO

Insurance documents filed with Casella's Proposal show that Georgia Pacific and the State Planning Office are "Certificate Holders" on Casella's liability insurance, $10,000,000 each and all claims, with $50,000 deductible, for term 2003.04.30 through 2004.04.30.

[NB These dates may have little significance -- may only be attaching these provisions to the term of their existing policy written for these dates.]

2003.05.01: BALDACCI, CORRELL TALK

Handwritten notes, likely Jane Lincoln, are headed "JEB (GP) Pete Correll," also "Jackie > Beth > Steve, same time" The rest of the notes are:

-- Specifics Agreement on Landfill

-- Boiler > put to bed [bid?] by noon tomorrow

-- Friday afternoon 3:00 > Pete couldn't be more excited

-- Thrilled w/ response by state, people, unions

-- IRAP -->

-- Creative / responsive /-> word on boiler may be enough, Pres. Union > International Rep -> 3:00, 1 1/2 / Sunday time /->

[NB This is interesting about the boiler. There is no doubt that the boiler was central to the deal, was well underway in late April. But see issues that arose with Boralex last minute, 2004.03.04-12.]

2003.05.01: CASHMAN MEMO TO GOVERNOR ON LANDFILL PURCHASE

This memo says "It will be operated as a commercial landfill in the future" and that GP is negotiating with several operator options.

[NB These are not named, and at this time it was assumed the deal could be done without an RFP.]

"By having the state as the owner we can insure that the facility will not be available for out-of-state-waste."

States this memo provides "talking points" for Friday press conference. [NB That would be the following day, May 2. Since it is a "talking points" memo, there is possibly less credence to the "several operator options" statement -- unless it just means, several ways to structure the deal, not several options for firms to be operators.]

2003.05.02: BALDACCI ANNOUNCES LANDFILL DEAL

See also Cashman memo of 2003.05.01. Penobscot Times article of 2003.10.23 reported that the deal was announced May 2 in Old Town. BDN story of 2003.05.03, weekend edition, "Restart at G-P means rehires, 1 tissue machine to go back online." The rehire would be "... nearly half of the 300 workers laid off last month..." Most of the article is devoted to the mill and production issues, though the landfill component is mentioned. Regarding the restart of the second tissue machine, "The likelihood that the mill will restart the company's second tissue machine, which produced the Brawny paper towel line, is remote. The age of the machine and newer technologies have made the machine obsolete, union officials said."

[NB But see ahead to negotiations of 2003.12, for instance Stearns' memo of 2003.12.18.]

2003.05.03: BDN EDITORIAL

Titled "Reprieve on the Penobscot," and commented on the GP decision to restart operations, the BDN claimed the Governor has "provided the outline for what needs to be done on a broader scale to address the state's persistent economic woes." "... no one can fault his commitment to trying to save the state's economy. As the governor himself said, his administration is not willing to take no for an answer. He is not willing to let a company leave the state without making every effort to keep them here. 'We were astounded by the efforts put forth to develop a tangible economic package - one that is too good for us to walk away from,' said G-P's chief executive officer, Pete Correll. Such efforts will go a long way toward making Maine known as the little state that could rather than the state that was."

2003.05.04: BDN ARTICLE

Article reported that 2 tissue machines ceased operation on April 4. A remedy was sought by "governor's staff, along with G-P and union officials." The source of funding would be "revenue bonds." GP Controller Rick Douglas credited "key staff members" including Cashman. "We spent many days in Augusta putting the pieces of this deal together."

2003.05.05A: MACDONALD MEMO OUTLINING STEPS TO ACQUIRE LANDFILL

In this memo MacDonald outlines "a number of issues that need to be addressed" including Facility Development sections of Maine law. (38:2156-A).

[NB This provision is among the "notwithstanding" provisions that were negated by the Resolve.]

Handwritten on this memo is a note to "Kurt" [Adams] "Let's talk about this when you have a moment."

Among points raised by MacDonald, the first is "Compliance of site to Rule 450, Siting Criteria ..."

Mentions legislative approval -- on basis of report submitted, not of totally new law. The requirement for prior report to Legislature was negated by Resolve.

[NB Overall the memo seems to outline a rational basis for state acquisition (including funding) and steps for how to proceed. It also seems to have perhaps unintentionally provided a basis for project proponents to ensure that certain provisions of Maine law were negated by the Resolve.]

2003.05.05B: CASHMAN NOTES ON "DRAFT PROCESS"

A set of comments (undated) written on MacDonald's "Draft Process" memo include "Find operator first" at steps to purchase, and "A bill is necessary & George & Kurt will work on slight change in law."

[NB: The changes to the law were not minor; see also Townsend recommendations to conduct licensing before determining operator, see 2003.05.27.]

2003.05.05C: PARKER E-MAIL TO SAWYER AND YOUNGBLOOD

One of the points raised in the note from Parker, an engineer identified by Sawyer as having experience in waste management, is the concern that "this will start a movement for every private landfill to get the state to take over ..."

[NB This seems to be exactly one of the problematic outcomes that this project would pose for State policy, according to people who are familiar with waste management policy in Maine.]

[NB The news conference on May 2 seemed to be the basis of growing public awareness, including Parker's.]

2003.05.05D: SAWYER RESPONDS TO PARKER

Copies of this message were sent to Umphrey, Cashman, Adams.

Sawyer says he "suggested" MRC role, etc. -- leading to assume he had already been involved in the idea stage, and he was having trouble having his suggestions heard. "This was far preferable ..."

[NB When was he consulted? Perhaps, see "marathon" session of 2003.04.17.]

Regarding the landfill, he underlines the word "expenses" of the landfill as being a financial concern for GP -- implying a different slant than need to profit from sale.

If this were to be owned by PERC / MRC, it could accept mill waste, PERC ash "plus 15% from other sources."

[NB On what basis is this statement made -- probably under some conditions within the existing license?]

[See also Sawyer letter of 2003.05.06]

2003.05.06: BDN ARTICLE ON LANDFILL

This was the first article devoted to the landfill deal. The true scope was not apparent in it -- it seemed to be a transaction in which the State would assume expenses and liabilities of ownership, and GP would pay for this over time with long term disposal guarantees. This also is the article in which DEP's David Lennett is named, and as saying "the landfill is good for the state." [quoting the BDN, paraphrasing Lennett] Quoting Lennett: "'The facility was built in 1996 and very little of the capacity has been used so far,' he said. 'One of the issues with the purchase agreement is how to allocate the liability of the site and I think the state will assume the liability.'" [...] "'It's a state-of-the-art landfill,' he said. Lennett said the only time the state would have to pay liability costs would be if 'something bad happens.'"

[NB This is the article that prompted Sawyer's e-mail to Lennett, see 2003.05.10.]

2003.05.06: SAWYER LETTER TO UMPHREY, ADAMS AND CASHMAN

This letter refers to the previous meeting he attended "with G.P. officials in the Cabinet Room" but does not give the date.

Refers to "today's BDN" that the state is now proposing to purchase.

Raises issue of self-regulation: (underlined): "There must remain a certain tension between regulator and regulated."

[NB This is one of the points raised also in PCS appeal.]

Among other points, Sawyer wants this in all respects to "meet all Subtitle 'D' regulations" [NB This is a generic term for Federal rules about landfill operation] and he names several others, including "pay appropriate Commercial Landfill fees to the DEP" [NB In cuurrent contract, disposal of GP wastes is exempt from state fees.]

Here also is the illustrative comment: "If it walks and talks like a duck ... it's a duck. If it operates and competes like a Commercial Landfill ... it's a Commercial Landfill."

He also asks for negotiating guarantees with GP.

He also refers to Rhode Island ownership of "the Johnston facility" and he does not know other states that have "taken that leap." [** look up that facility; also double check that Maryland or Delaware have such a facility]

2003.05.07: DRAFT HOST COMMUNITY BENEFITS AGREEMENT

This is dated 2003.05.07, but was attached to an e-mail sent by MacDonald on 2003.05.06. It clearly is an agreement between SPO and Old Town -- without mention of operator or other relevant entities.

2003.05.08: MACDONALD MEMO ON DRAFTING LEGISLATION

This is the memo in which MacDonald says "This G-P opportunity doesn't fit neatly into what was planned." Among other problems, there is too much capacity left in presently operating landfills for the regular, satutory siting process to go forward.

He also says "David Lennett at DEP has also offered to assist in this effort....." [ellipses in original]

2003.05.09: DOUGLAS TO GP, CASHMAN, ADAMS, AGREEMENT OUTLINE

This "landfill sale.xls" document was sent by Rick Douglas to GP corporate officials Feck and Bostic outlining the essential points of the agreement.

It is labeled "issues for discussion and agreement" and says "State of Maine (owner) and NEWSM (operator)"

2003.05.09: PROPOSAL FROM CASELLA (NEWSM) TO "FACILITATE THE TRANSITION"

[NB This was faxed from Pine Tree, dated May 9, 2003 but handwritten on this copy is "latest." Implication -- earlier concepts had already been brought forward.]

Among other information, states that C&D will be sorted at Lewiston facility.

[NB At the March 29-30, 2004 public meetings, they claimed that they did not know where the C&D sorting facility will be located. In the draft dismissal of the appeals, at p. 15, "... the Department does not have any specific information regarding the location and operation of such a facility, or regarding the sources and volumes of CDD expected to be handled."]

At this time, it was conceived by Casella that the operating agreement would be between GP and Casella. After closing on the transfer, the agreement would go over to the state. [NB: This is the order in which the eventual agreements were achieved.]

At point 5, "This operating agreement may, by mutual agreement of NEWSM and the State of Maine, limit or entirely preclude out-of-state waste from being disposed at the landfill."

[NB Clearly they saw this as being regulated by the operating agreement. At the time they probably also knew how they would approach the definition of how out of state waste becomes Maine waste through processing within the state. C&D was integral to the Casella approach from the beginning.]

2003.05.09: RESIDUALS DISPOSAL MEMO TO MRC

Memo from Lounder to MRC board. See also letter of this date and followup letter of 2003.05.14 to Cashman.

[NB This e-mail outlines what in essence became the MRC approach to negotiations related to this project throughout the next 2 months, to the day, when Casella submitted its proposal.]

The message reads:

"Dear MRC Board:

"PERC and MRC have been focused in past couple of days on gathering information on the future use of the Old Town G-P special waste landfill in the context of the deal that is being put together by the Baldacci administration to enhance future pulp and paper operations there. PretiFlaherty has ties to this transaction.

"The state is proposing to own the landfill, place some stipulations on use, but turn over the control (future contracting) to a third party. That party, to be announced Monday, is likely Casella.

"PERC / MERC have been advised by PretiFlaherty that it is in our interest to try to strike a deal on future residuals disposal with Casella, before this transaction gets closed, which will take an act of the Legislature (Governor's Bill). I'm headed to PERC this afternoon to discuss a possible negotiating strategy with PERC, should they move forward with negotiations. The thought at the moment is PERC will negotiate, and the governor's office would play some role.

"I'll provide more info next week as it develops"

[NB A few points: first, at this time it was not believed by the project promoters that the operating contract would have to go out to RFP; second, there was no doubt at that time that Casella was the chosen contractor -- see "latest version" of proposed contract being circulated by Casella this same day; and third, the MRC's main interest was in negotiating a long term ash disposal contract, not in exploring the financial possibilities of being a serious bidder for the operating contract, which was perhaps not conceived at this time -- except see, messages from Sawyer.]

In a reply e-mail of the same date, MRC board member Lee Yeaton briefly raised two important questions that don't seem ever to have been fully answered. His message in full:

"Hi Greg: Good luck this afternoon. What are PretiFlaherty's ties to this transaction? What are the pros and cons concerning MRC owning this landfill? (I am not suggesting it or even supporting the idea but I am concerned enough to think about the idea)."

2003.05.10: GALLAGHER MESSAGE, "IN CASE YOU WONDERED ..."

On May 10 Sen. Tom Sawyer wrote to the DEP's David Lennett as follows:

"David,

"Since you were the one quoted in the Bangor Daily News regarding the GP Landfill, I thought it proper to copy you my thoughts to Kurt and Jack regarding 'ownership'. I continue to believe ownership by either the MRC or PERC would make the most sense for all concerned! GP could get some cash and reduce their disposal costs. 144 towns would have a disposal site for their Ash, FEPR and C&D wastes. The DEP could continue in its cvurrent role of Regulator. When CWST or WMI finally fill up, we could revisit the rules at the Old Town facility then ... [ellipses in original]

"I've heard a rumor that Jack is planning on having the State 'own' the facility, and negotiate with a private operator (no RFP process)! to enjoy 'super' operation rights (if it looks like a Commercial Landfill ... [ellipses in original] it is!). If that's the course we're on ... [ellipses in original] I can predict some interesting debates with Joanne, Beth, etc., when we allow a Commercial Landfill to be created without changing State law.

"Anyway, I thought it proper to try to keep you in the loop. At least the loop I'm up to speed on. Hopefully, you'll be able to reciprocate down the road."

Lennett sent this along to Dawn Gallagher, who replied: "In case you wondered, I don't think we should answer this email until we meet with the gov's office."

2003.05.12: GP MEETING

Handwritten notes provided by the Governor's office.

This was an "All hands meeting." Quotes Bohlig: "Casella, we can't afford any false starts." [...] "Have to modify statutes. Casella G.P. will lock down deal & State will do what they can."

Under "Terms of Deal" Bohlig asks "How long to get Bond Package done?" "Cashman -- 12 weeks or so." Assuming State gets going with bond, then Casella "will work on permitting."

Quotes "Dave Linnett" [sic] "Sees no physical bars to Casella [here notes are unclear] and operating the facility to accp. G.P. waste prior to full completion." [NB: this is what happened]

Another note: "C&D that will be used is already being burned by Livermore. [Cas.] would like to review some air regs."

[NB See forward to Boralex negotiations with the State, 2004.03.04-12]

2003.05.13: BARNES QUERY ON MANAGING FOI REQUESTS

This refers to a FOI request from BDN, and also asks "... how should we handle materials distributed at meeting yesterday or other transaction-related materials?"

[NB This meeting is apparently the "all hands" meeting of 5/12.]

2003.05.13: CASELLA OFFERS DISPOSAL AGREEMENT TO MRC

In a memo to the MRC board, Lounder writes:

"Please find enclosed a copy of a letter hand delivered to EMDC today. It essentially outlines a willingness on Casella's part to extend the existing terms of the residuals agreements and non-complete provision of the Settlement Agreement forward through 2018 on the speculation that an arrangement on the future use of the Old Town landfill will be realized. It seems we should consider a response to Casella while learning more on all aspects of the pending G-P deal."

[NB The reference to Settlement Agreement refers to a condition that needs to be explored. We have seen some reference to this, but its bearing on the unfolding of this deal has not been discussed. Is this what was imposed on Casella by the Attorney General due to their potential impact on market power, mentioned in the Ackerman / Townsend report? PCS 2004.10.06]

Though the cover letter was not in documents received from MRC, one page of a fax from BSSN (Casella attorneys) dated May 13, 2003 providing points 7 and 8 of a proposed "Agreement." Point 7 related to long term tipping fees at the new facility for municipal solid waste (MSW), and point 8 extends "... through 2018 the terms of the existing disposal agreement for residues (ash, Front End Process Residue, and NonProcessables as defined in the Contract with PERC) [...] thereby providing for disposal at the Landfill as of the termination of operations at Pine Tree Landfill."

[NB This opens the issue of long-term disposal future at Old Town. Clearly, the day will come when Pine Tree is full, PERC closes and MERC closes -- with the MERC closure likely coming first, according to news accounts. The huge potential capacity of Old Town would then have all of Maine's MSW potentially coming to Old Town. It is even possible that Casella has a financial incentive to close MERC, which it owns, getting rid of what amounts to a liability and opening Old Town to all wastes from southern Maine. The provisions of the license appear to limit waste stream volumes, but there are often conditional clauses that leave room for opening the door to larger flows.]

The section continues:

"There will be no increase in the residue disposal price associated with the additional transportation distance to the landfill as compared to Pine Tree Landfill. The Agreement will, at the option of the State when it assumes ownership of the Landfill, contain a provision similar to that contained in the current disposal agreement with PERC and Pine Tree Landfill under which NEWSM will be required not to accept from any so called 'MRC communities' waste of a type accepted at PERC while PERC is accepting such waste from such communities at its facility. This restriction will not be applicable as to any 'bypass waste' created by PERC and will be terminated upon the permanent closure of PERC as a disposal location under the existing contracts with the MRC communities."

[NB Regarding transportation distance, we note that Casella has constantly claimed that the costs of smaller trucks on the Interstate could not be managed due to contractual obligations -- which they crafted themselves; and particularly see 2003.12.16 notes in which Casella states that they would lose the contract if smaller trucks were required. Note also that at the time Casella was well aware that all of their trucks leaving PERC were overloaded, not only for use of the I-395 bridge, but for legal travel on any Maine roads. How can we not assume that they build these facts into their bids as a matter of course?]

[NB In addition, note that by this date, Sen. Tom Sawyer's reservations about this deal were fully known to all parties, and that Casella knew that they were making an offer to a potential competitor for the landfill project. What is not known to us now is when the existing disposal contract was to terminate -- some indication it would be 2006 -- and whether absent this emerging deal Casella would be coming forward with this offer at this time.]

[NB Related to MSW not accepted from MRC communities, it was these clauses that first captured our attention as to the relationship between Casella and MRC in the crafting of the final agreement. Further, the entire picture, given the eventual closure of Pine Tree and the eventual cessation of operations at PERC and MERC (a possibility reported recently in the press) leaves Old Town as the depository of choice for raw MSW from the entire state of Maine, to say nothing of the provisions for unlimited construction and demolition debris that may come from outside Maine, especially given the mandate for seeking the horizontal expansion permit that is integral to this deal.]

2003.05.13: DRAFT TERM SHEET (NEWSM)

See also "latest version" of 2003.05.09.

This proposes NEWSM as managing transition between GP and state ownership.

At this time it was imagined that financing would be from the State, to the amount of $12 million, with NEWSM assuming the payment of debt service.

At section 23 there is a very detailed description of the C&D plans.

2003.05.14: LOUNDER / MRC LETTER TO CASHMAN

This refers to a meeting "last week" between Cashman, Lounder and Gary Stacey.

[NB This letter is nearly identical in form to a letter sent 2003.05.09, referring to a meeting "this week" except in that the earlier letter did not include the statements about the "follow up discussion" that caused them to believe that the state's thinking had changed on key guarantees desired by MRC. As stated in other messages within MRC indicate that these letters aimed at getting more details about the deal from the State.]

Cashman's position is recapitulated: "You indicated that, in efforts to ensure the long-term availability of the facility capacity for waste generated in Maine, key stipulations regarding future use of the facility include an express prohibitions [sic] on: 1) the disposal of unprocessed MSW and 2) the disposal of those wastes generated from out-of-state sources." MRC is in support while recognizing challenges.

However, in "our follow up discussion" this week, it appeared thinking with respect to those stipulations may have changed. This uncertainty compels MRC, as a representative of over 160 Maine municipalities, to request access to current information on the elements of this deal."

Next paragraph notes "Enforcement of such stipulations [regarding monitoring of amounts and types of solid waste] is notoriously difficult ..." and they offer MRC as a "resource in your efforts to meet your objectives."

On ownership and control, MRC believes "the more control the state is able to retain" will lead to likelihood public interest will be served.

Apparently there was a glimmer of MRC ownership: "In the absence of an MRC ownership position in the facility or an acceptable arrangement for its future use for PERC's residuals, MRC encourages the state to retain control over the nature of the facilities' [sic] future business arrangements."

Suggests a prompt opportunity to meet to learn more about the pending arrangements.

In a followup message to the MRC board, forwarding this letter, Lounder writes:

"attached is letter faxed to jack [sic] Cashman in efforts to spring loose more facts concerning the elements of the pending deal affecting the future use of G-P landfill in Old Town. I met with Dan McKay today to discuss the situation. He continues to analyze the possibilities for MRC landfill ownership. I also plan to request information from Casella in efforts to confirm more regarding their ability to service PERC's residuals for the next 15 years. Francis Ackerman of the AG's office is following this issue and is regular [sic] communication with us. A bit of due diligence has been done on the Old Town site (DEP record)."

[NB Why and at what time did Francis Ackerman, the AG office person most knowledgeable about competition in the solid waste industry, cease participation in this process?]

2003.05.15: ADAMS CONFLICT OF INTEREST; NEGOTIATION RATIONALE

This memo from J Chris Parr to Jane Lincoln, copying to Martha Freeman and Kurt Adams, raises question of Adams' earlier work for BSSN including representing Casella on energy "not waste management" issues.

[See memo of 2003.05.22 in which the decision was made that he must be disqualified from participation "until at least the point at which an operator has been awarded a contract to operate the facility."]

This memo also gives the rationale for the ongoing negotiations with Casella: "Currently, the State is in negotiations with GP concerning the purchase of a solid-waste facility in Old Town, Maine. GP also is in negotiations with Casella for an operator's agreement for the same facility. When the State purchases the solid-waste facility from GP, the State will take over the operator's agreement brokered between Casella and GP. To protect the State's interest, therefor, the State must participate in negotiations with GP and Casella prior to the State's purchase of the solid-waste facility. [new par.] A range of regulatory and legal issues is at play, and the Governor has asked KA to serve as the lead attorney for the State in the matter. Casella, for its part, is represented in the transaction by BSSN."

This memo also has handwritten note on it: "JL -- Let's discuss. -- JCP" This note shows who had written some of the various notes in subsequent entries.

2003.05.15: MRC "FAVORABLE CONTRACT TERMS"

In continuing communication between Lounder and MRC board, he forwarded the following message sent to board member Lee Yeaton responding to Yeaton's message: "While I agree that we should explore MRC ownership -- we must be fully aware of the potential cleanup potential [sic] in the future." Lounder replies:

"I agree, future environmental liability risk absolutely needs to be assessed and incorporated into decision-making. In our situation at the moment, the more the MRC is positioned to actually possess the capability to accomplish an ownership position, irrespective of whether it ultimately wanted to or not, the better positioned we are to get more favorable contract terms in lieu of an ownership position. Given present circumstances, I believe its [sic] a prudent strategy. Do you concur?"

In reply, Yeaton wrote: "Greg: I sure do concur" [sic]

2003.05.16: CASHMAN REQUESTS MEETING WITH ADAMS, GP, CASELLA

See e-mail log from Governor's office, batch 1

[NB About this time it was becoming apparent that an RFP would be required.]

2003.05.16: LOUNDER MEETS CASHMAN

Lounder informed the MRC board that he would be meeting Cashman at 1:30 in Augusta. "The object is to learn all we can on the pending G-P Old Town landfill deal. I'm checking with Dan to see if he can get me a Confidentiality Agreement to diminish any 'premature disclosure' issue that might arise as reason for not giving us information."

[NB The questions proliferate. If Casella were not the pre-ordained contractor, why would there be any question of the State's sharing information with an entity that could at that time have been considered an alternative operator, as was clear from Sawyer's earlier memos?]

2003.05.19: TERM SHEET DISTRIBUTED TO AG

See e-mail from Adams to Laubenstein, 6/9/03, referencing this.

2003.05.20: MACDONALD E-MAIL ON PARR DOCUMENTS

It is not clear what documents he is referring to, "Chris has prepared for us."

1. Addresses "the purchasing of the landfill and costs that NEWSM will be putting into expansions of the landfill ...." [ellipses in original] but notes that other costs are not covered.

[...]

5. "I do believe it would be helpful to have DEP review the draft legislation and contracts, since they are, and will be, the site operations regulator .... David Lennett would be the one to involve ....." [ellipses in original] [NB: See Parr memo of 5/23 mentioning Lennett involvement, though incorrectly identifying him as being from SPO. Lennett had been involved in the 4/29 meeting; also wrote an original draft of the RFP]

There is a reply from Cashman, "Good suggestions especially number 1 [sic] some of the others have been taken care of" [sic]

2003.05.21A: PARR MEMO TO BALDACCI RE: BID PROCESS OPTIONS

Memo is to Baldacci outlining bid options, from Chris Parr, copied to Jane Lincoln [Governor's chief of staff] and Jack Cashman. Critical element seems to be the timeline for the bids. The third copy I have (Cashman's?) only has one note on it: "Expedited bid process"

I have copies of this memo in three versions: one clean copy; one with neat handwriting (Parr's); and one in somewhat scribbled hand (looks like Cashman's).

The one in Parr's hand says: "JEB -- So that I am clear, could you confirm which of the four options below you want to exercise? I thought you said option 3, but I am" --and the note breaks off and option 3 is circled. The essence of option 3 is that there would be a regular bid but "waiver" of appeal process, with risks from an appeal, which would be minimal -- in other words, they have thought through the legalities in such as way as the "selected contractor" could "begin work immediately."

In addition, there is a 2-page worksheet, again in Parr's hand, outlining the bid options and noting some cryptic comments about DEP.

2003.05.21B: PARR WANTS TO BE IN THE LOOP

Memo from Parr to Lincoln and Cashman, suggesting that they both keep him in the loop in terms of "any and all internal and external discussions about the transaction" so he can effectively give legal advice to the Governor.

2003.05.21C: CASHMAN MEMO TO BALDACCI, NEED FOR BID

Because Casella "have not done their job" in satisfying AG on "Market Power issues and on process issues" [...] "It seems we need to reopen the process and allow for competitive bids to satisfy the Attorney General."

[NB: another indication that preference would have been to do all of this without open bid process]

In addition, costs of the biomass boiler are rising due to moving costs, so various ideas are presented as to how to get more cash to make that happen.

[NB: The issue of doubling costs for biomass boiler is somewhat troubling. Why did the costs go from 12 to 24 million? Is the involvement of Cianbro in this part of the deal, from the beginning (participating in the meeting in Montreal related to acquiring the boiler) to now (moving and constructing the boiler) part of the answer?]

2003.05.21D: MEETING, BALDACCI, LINCOLN, CASHMAN, PARR

Two sets of meeting notes: Parr's and Lincoln's. See also notes from 4/29 meeting in Lincoln's hand.

"JEB" wants the state to not be "on the hook" financially, expedited legislative process, "Casella to be told for expedited bid process; G-P -- monies will be obtained"

"RFP: structured so that upfront monies are obtained; JEB --> time constraints are not there now"

[NB: See 2003.05.22 memo from Parr to Baldacci, copied to Lincoln and Cashman. "As a result of information I learned during the course of the day yesterday, I understand that the only urgency to the process now is in relation to the legislation that must be introduced to ensure the transaction between the State and G-P must occur." What was the last day on which a final bill could be presented to the Legislature for consideration in the session?]

"G-P wants $ and boiler transport"

"Close door Casella" "(1) Cut cord w/ Casella, (2) Pete Corell called"

"(1) Legis. -- transfer = blessing of transaction"

Lincoln's [apparently] notes on this meeting:

"Close door to sole source."

"Structure open process

 -- 1 term sheet agreed to by GP / State

 -- cas in bidding process > front end $

 -- fair shot f/ all int. parties

 -- cut cord w/Casella, talk w/Pete Correl

 -- open process

"Thru legislature --

 approve purchase

 blessing on operator

"Word out to key legislators

"finance payments upfront

  length of operating agreement

  gets you more $ up front

"legislation > p hng next wk

 call Casella

 meeting w/ag

 public facility / public process

"--> 1:00 Casella (SPO)"

Continuing in Parr's hand:

At 9:35 Parr speaks with Juliet Brown, "informed her that the state would be (1) purchasing the OT landfill and (2) putting the operator agreement out to bid" This bidding process would be "as we see appropriate" (underlined) and that JEB would determine which option would be followed. [Brown, according to the Phoenix article of 2004.04.2-8 Juliet Brown is an attorney representing Waste Management.]

At 9:35, talked to Linda Pistner, who feels Kurt Adams is still conflicted, and "I concur." [NB: however, see later memo: he stayed part of the case, ultimately]

At 9:47 Parr "Confirmed bidding process option w/JEB"

The notes go on and on. At time noted 10:07+, "Bill Laubenstein, Francis Ackerman, Linda Pistner, Jack Cashman, JCP [Parr] @ AG Dep't" Notes indicate that legislation is correct; no need for legislation "for expedited bidding;" Linda Pistner says "30-yr. deal not a deal-breaker"; Cashman, "RFP would keep PERC protected & L P & P" with K in a circle, followed by a ?. "would exist, no out of state waste"

[NB: Questions and thoughts about the treatment of the MRC in the operating agreement began our search for the full story about the terms of the deal. This gained interest when MRC pursued the project as a bidder, eventually supported the Casella proposal, while at the very same time renegotiating long term disposal contract with Casella, at improved terms.]

Francis Ackerman, "Structure RFP so that bidders (underlined) propose time periods."

Lower: "+ Call John Delahanty" [Pierce Atwood attorney, representing GP]

2003.05.21E: PARR MEETS CASHMAN AND MACDONALD

"Permit application process must begin"

The rest of the notes deal with RFP, P & S with GP, and Resolve. Several of the provisions under RFP are "Terms as in past agreement", namely: Extend to PERC Sec. 9; L P & P provision; leachate provision; Old Town's wood ash.

Close 12/1/03 or earlier, "issue bonds, bonds assumed by bidder."

Under P & S w/ GP, following: "GP must agree to put $ to Old Town mill for mill's competition $; Mill employment provision; capacity commitment; price open; L P & P + 3 or 4.

[NB Need for employment guarantees seems to be recognized, does not occur in final agreement.]

The last line is "Legislation: + Resolve?"

2003.05.21F: PARR REVIEWS RESOLVE WITH DELAHANTY

5:16 p.m. Parr meets Delahanty.

Delahanty "representing G-P" [however, see notes of Elks Club meeting, at which Doyle says "PA is paid by Casella." Of course, these were separated by 7 months. The Phoenix article of 2004.04.02-08 writes: "'Pierce Atwood was very unpleasant to deal with,' Adams wrote on September 22, adding that 'they have a history of overreaching.' Particularly, perhaps, when one of their lawyers is representing G-P and lobbying for Casella."]

"JD explained background of previous transaction & discussed present circumstances ..." [What previous transaction, perhaps the existing license for the landfill as operated by GP?]

Parr "discussed present circumstances & JEB's commitment to save jobs; identified RFP, legis., & P&S as necessary 3 elements to tackle --> are doing so"

At 6:26 p.m. Parr sent an e-mail to Delahanty, Doyle, copied to Cashman and MacDonald, with draft legislation attached. "At your earliest convenience, please review ..."

See 2003.05.23 response from Doyle, "a redline with G-P's suggested revisions..."

2003.05.21G: LOUNDER CONTACTS SAWYER

In a message copied to Peter Prata of PERC, Lounder wrote:

"Dear Senator Sawyer --

"MRC / PERC have been working diligently to obtain a full description of the essence of the pending deal concerning future use of the G-P Old Town landfill. Bits and pieces have been obtained from the Governor's Office. We are attempting to gather information from Casella as well. Do have [sic] any information that you can discuss with us?"

In a reply message of the same date, Sawyer wrote, copying to Prata:

"There are some things that I 'know' and some more that I 'suspect' ... [ellipses in original]

"I've circulated an earlier letter listing my opposition to the State owning the GP site.

"My stated preference would be to have PERC (generator) or MRC (quasi-muni) purchase it. In either instance, I strongly believe some sort of 'coalition' should oversee its operation to minimize risk to taxpayers ... [ellipses in original] both State and local!

"My second choice would be to have its 'purchase' put out to RFP and let the chips fall where they may.

"I understand the exact situation remains rather fluid even as we 'speak'. Additionally, most any scheme will require Natural Resources Committee hearings and votes ... [ellipses in original] I suspect I'll be kept up to speed that way.

"That's the best I can offer at the moment. I'll try to keep you guys posted as best I'm able."

2003.05.22A: CASHMAN AT MRC BOARD

In part, Lounder's invitation to Cashman reads: "As we have discussed, it is our desire to learn as much as possible on the further details concerning the landfill facility in our efforts to be positioned to support the cause in efforts to best serve the public interest."

2003.05.22B: PARR DELIVERS RESOLVE TO DUNLAP

12:19 p. "Delivered draft of resolve to Rep. Dunlap, who I understand will be speaking to Sen. Martin"

[NB ** What was the latest date a bill could be submitted and still considered within the schedule of the session?]

2003.05.22C: PARR CONSULTS HOWARD / PA ON RESOLVE

12:42 p. "Spoke w/ Chris Howard @ PA; generally fine w/draft resolve, save for sovereign immunity waiver assurance in K; CH also would want term sheet prepped for reference during resolve hearing / WS process"

[Note: 23 minutes after the resolve was delivered to its legislative sponsor, the attorney for GP was being consulted as to its content, and request was received for cooperation in preparing for legislative workshop and hearing]

2003.05.22D: DAVID LENNETT "HONES" LEGISLATION

See May 23 memo from Parr to Baldacci.

[NB In that memo he identifies Lennett as being with SPO -- that opinion was not correct.]

2003.05.22E: PARR TO BALDACCI ON ADAMS CONFLICT, RFP

The recommendation is made to exclude Adams from participation, at least until an operator is selected.

As to the RFP: "As a result of information I learned during the course of the day yesterday, I understand that the only urgency to the process now is in relation to the legislation that must be introduced to ensure the transaction between the State and G-P must occur." Recommends regular 32 day period from when RFP is released. "Using the normal process and timing very likely would close the door to any real or perceived legal or ethical issues or challenges that might be otherwise made if the appeal period were to be waived. Please advise." [Please advise is in bold]

The cover memo is followed by one page devoted to the Adams issue.

[NB In this memo Casella is not mentioned, only "operator" in general terms; yet it was Adams' involvement with Casella's attorneys, and his own representation of them, that was of concern.]

2003.05.22F: PARR REVISES OPINION ON ADAMS CONFLICT

In a second memo of that day, from Parr to Baldacci, copied to Cashman, Lincoln and Adams, he has revised his position and thinks Adams is not conflicted. This is because of "the change in approach the State has taken by opting to place out to bid a contract for the operation of a waste facility on the property." There was generally agreement that this would conform with the law, though Linda Pistner continued to be "concerned that an appearance of conflict could have negative consequences, at least politically." Only Adams would be at risk legally. "Therefore, while there would be a political risk involved for you if Kurt were to be prosecuted under the law, Linda said you would not be legally vulnerable." In bold: "Please advise."

2003.05.22G: ACKERMAN CONSULTS TOWNSEND

See memo distributed 2003.05.27 from Ackerman to: Cashman, Parr, Adams, MacDonald, Lennett, Clark, Rowe, Pistner, Laubenstein, Garrett and Peters.

It states that "Kathi Peters and I spoke with Dr. Ralph Townsend on May 22, 2003 for the purpose of seeking his advice with regard to the bid process for selecting an operator to run the GP landfill." 12 points follow.

2003.05.23A: PARR TO BALDACCI, "UPDATE ... ON TRANSACTION"

"Update on G-P/State of Maine transaction" This memo says that on 5/21 the draft legislation crafted by MacDonald and Parr was sent to Pierce Atwood.

"Legislation is in the works. Wednesday evening [May 21] I sent to Pierce Atwood (PA) (representing G-P in the transaction) a draft of legislation crafted by George Macdonald [sic] (of the SPO) and me. PA is honing the draft a bit. The draft also was shown and proved satisfactory to Rep. Dunlap and Sen. Martin. Yesterday, David Lennett of the SPO [NB: actually of DEP] tightened the draft a bit more and that was sent on to PA for consideration."

[NB It was always a question with me, who wrote the Resolve? Here it is stated, Parr and MacDonald. In the transcript of the 2003.03.29 session, Charlie Gibbs asked "Did Pierce Atwood in any way help write tht Resolve that the Legislature had to approve? Mr. Doyle: We reviewed the Resolve language. We didn't write it. The Legislature wrote it." (P. 67, line 22) In "Response to Comments" from the DEP, at p. 68 of 83: "Legislators were involved in the process of drafting and working on the Resolve that authorized the State Planning Office to purchase the landfill." Response to Comments at p. 73 of 83: "The Resolve was written by legislators, Governor's staff and State Planning Office."

The second part of the memo deals with the complexities of participation of Kurt Adams, whose former firm BSSN also represents Casella. The core of it: "The greatest concern, then, likely would be that Kurt would have worked on an RFP and contract with the knowledge that Casella probably would be bidding on the contract, thereby possibly raising a challenge asserting that a conflict of interest issue, or an appearance of a conflict of interest problem, exists."

There are certain aspects that are not troublesome -- in that the mere potentiality that Casella might bid cannot be condition of conflict, as that would apply to any client of BSSN doing anything. However: the "totality of circumstances" aspect might come into play, "i.e. the fact that Casella and BSSN were involved in the initially contemplated transaction and it thus was foreseeable that those two parties might be involved in the bidding process that will now occur."

[NB: This is the most direct statement that Casella was involved in the origins of this entire idea. However, also see history paragraphs from Casella proposal, putting origins of this line of thinking in March, in GNP deal and Dolby facility.]

Their decision: for Adams to remain involved, with Toni Kemmerle and Parr also involved, and that "the RFP and the contract that ultimately are developed for the bidding process will be subject to the review and approval of the Office of the Attorney General prior to the release of those documents. [new par.] I have spoken to Kurt about the possible legal liability that exists for him if he becomes involved in the transaction, and I understand him to be comfortable with becoming involved nonetheless. Consequently, I, too, am comfortable."

2003.05.23B: LENNETT DRAFTS RFP

10:58 a.m. David Lennett sends a draft RFP to MacDonald, Parr, Ackerman, Darling, Clark, and Barnes. "Recommend we consider these for internal consumption at the present time, since they do not yet reflect input from SPO/AGs office, etc."

[NB The Record List enters e-mails among staff related to RFP, however these seem to be restricted to staff assistance on technical requirements of the site, particularly toward assisting SPO answer questions from bidders. An issue for me: why are the earlier staff activities not similarly entered?]

2003.05.23C: DUNLAP, MARTIN AND CASHMAN CONFER ON THE RESOLVE

2003.05.23D: CASHMAN REPORTS MARTIN IS OK WITH RESOLVE

This is an e-mail from Cashman's secretary, Andrea Smith, to Chris Parr. "Jack just called...[ellipsis in original] Matt Dunlap spoke with John Martin and he is fine with the resolve...[ellipsis in original] we need to get it submitted to the Revisor's office ASAP so it can be scheduled for a public hearing...[ellipses in original] Matt Dunlap will take care of getting the signatures for us."

[NB: See public meeting of March 30, I asked who wrote the resolve, and was told the legislators and the SPO]

2003.05.23E: PA REPLIES ON RESOLVE

At 1:52 p.m. Friday May 23, 2003 Tom Doyle replied with a redlined edit of the draft resolve, replying to e-mail of 5/21. This was sent to Parr and Cashman, copied to Delahanty and Howard.

[I'm not expert at reading this redlined text. It is clear from the summary that "pursuant to a bid process" is removed, and "enter into such contracts the office determines are necessary" is added.]

At 1:56 p.m. this text is forwarded on to MacDonald and Kurt Adams.

2003.05.23F: MRC MEETS CIANBRO

E-mail from Rick Leonard, Cianbro, headed "Financial Model," to Lounder and other MRC officials, states: "Great to meet you guys today. We'll get back at it next week. I look forward to it. Thanks."

In a follow-up message to the MRC Board, Lounder reported that Cianbro's Vigue, at the meeting, "... expressed his thoughts on the long term benefits of a public interest position of control at the landfill. He explained that his company had discussions with the state about a potential Cianbro proposal. Information had been compiled by Cianbro to that end and it was shared with us in confidence. He encouraged MRC to further analyze the information and submit a bid to an RFP now being prepared by the state. We suggested the MRC would look things over and continue discussions with them this week. Near as I can tell, Cianbro's interest in the G-P 'job retention transaction' is twofold: 1) they would be involved in / hired to accomplish the relocation and retrofit of a biomass unit located in Athens... [ellipses in original] said to be a job costing 22 million or less, and 2) they could secure the job of running the landfill under an operating agreement they presently project to cost someone around 1.4 MM on an annual basis."

Comments that follow relate to having George Aronson follow up with financial analysis. "I roughly studied the numbers over the weekend. I couple of things [sic] jump out at me. First, the arrangement contemplates a guarantee of G-P's continued use of the facility at rates way below cost (part of the package needed to keep them competitive). In absence of 'filling fast' with out of state material, it is going to be very hard for anyone to 'make up that loss.' Second, if the numbers all prove valid, it does appear that the airspace, on a cost basis, is somewhere around $30 to $35 per yard, or ton, for Ash and FEPR. Transportation costs would need to be figured in for comparison to present costs."

[NB See also Waste Management letter submitted in lieu of bid, 2003.07.09]

In addition there are comments about Cashman's not wanting to discuss the details due to RFP process. "Also, Jack Cashman from the state called this morning to explain where it was going out to RFP now, he couldn't discuss details with us anymore. Also mentioned that he hopes to have a legislative resolve before the natural [sic] Resources Committee by Friday... [ellipses in original] apparently to make way for the state ownership of the Old Town facility and the RFP process. Will send a draft for our review. He hopes we will support."

[NB Cashman had not been too forthcoming with information about this transaction, even before the decision to go for Resolve and RFP. MRC did testify in support of the project before the legislative committee, with caveat that they did not want competition for disposal of MRC communities' MSW. See also at least two sets of notes from meeting 2003.05.21 with Baldacci, Lincoln, Cashman and Parr, "cut cord w/ Casella.]

2003.05.27: ACKERMAN MEMO ON TOWNSEND CONVERSATION

Memo distributed 5/27/03 from Ackerman to: Cashman, Parr, Adams, MacDonald, Lennett, Clark, Rowe, Pistner, Laubenstein, Garrett and Peters.

It states that "Kathi Peters and I spoke with Dr. Ralph Townsend on May 22, 2003 for the purpose of seeking his advice with regard to the bid process for selecting an operator to run the GP landfill." 12 points follow.

These include: convene an interagency committee to oversee the biding; licensing should precede the bid, "Ralph questioned how prospective operators can effectively construct a bid without having prior knowledge of what materials will be accepted at the landfill." Reasons given: otherwise large "players" already active will have advantage, and state might not get best deal.

At (6) "Ralph questioned whether CDD should perhaps be barred from the facility up front." At (7) expresses possibility that the State actually might make some money out of this. At (12) suggested "the use of a carefully calibrated capacity-usage or depletion charge to reduce the incentive to fill the landfill faster."

2003.05.27: ADAMS ON TOWNSEND

At 12:03 p.m. Kurt Adams responded to the Ackerman memo on Townsend, to the effect that the suggestions would slow the process.

At 12:51 Ackerman replied to Adams that some of Townsend's recommendations would not obstruct the pace, others might, for instance "the recommendation that the State license the facility before going out to bid ..." Ackerman asks if the critical issue is getting "GP's cash needs" met, and if that can be done, then why expedite the process; additionally the expedited process would advantage those firms "familiar with Maine's permitting procedures."

2003.05.27: BEVER FOIA RE: GNP

Fred Bever of Maine Public Radio submits FOA request for items related to the GNP mills in Millinocket and East Millinocket. This is included in this batch -- in some earlier memos there was some confusion in the Governor's staff between GP and GNP.

2003.05.27: DELAHANTY, "WHO WILL BE THE PRIME SPONSORS?"

This was sent 5/27/03 at 7:02 p.m. It comments on the "final resolve." Copies to: Parr, Doyle, Howard, Adams, Cashman, Kemmerle, MacDonald, Andrea Smith.

It was in response to an e-mail sent by Parr at 5:21 p.m., 5/27, stating that the bill had gone to the Office of the Revisor.

He says toward the end to Chris, "thanks for all your help on this."

[NB Clearly, the point is to help GP, though in the long run the firm that really was helped, and to which Chris Parr is directly connected, is Casella.]

[I don't exactly follow the various alternatives related to municipal roles. They are balancing their needs to get the deal done, with political realities. PCS]

The recommendation is made that changes be in place before the bill goes to the revisor with signatures. "By the way, who will be the prime sponsors?"

2003.05.28: MRC MEETS CASELLA

Note from Lounder to MRC Board reported meeting 3 p.m. 2003.05.28. Meagher and Hiltner attended for Casella, Lounder, Peter Prata (PERC) and Gary Stacey (PERC) attended for MRC. This was mainly reiteration of the 2003.05.13 long term disposal offer, with suggestion that Casella would include details of this offer in their Proposal to the State. MRC gained the sense that MRC was interested in the "... possibility submitting [sic] a bid of its own. They apparently feel the need to deal with us. Otherwise, they could have simply said, 'OK the offer in the May 13 letter stands.' It sounds like they are going restate [sic] and perhaps modify their proposal... [ellipses in original] hopefully with more favorable terms. I'll keep you informed."

The rest of the message related to the status of the Resolve (unknown at that time) and ongoing consideration of Cianbro arrangement.

[NB This points toward the what seems to be the main intent of MRC participation, gaining a better long term price for ash disposal.]

Related to the Cianbro talks, on 2003.05.30 Aronson provided the following figures to Cianbro:

"For estimating purposes, assume that PERC generates the following materials:

"52,000 tons per year of ash @ 1.0 ton/cy, 26 tons per truck load

"46,000 tons per year of glass and grit @ 0.75 ton/cy, 31 tons per truck load

"12,000 tons per year of non-processibles at 0.2 tons/cy, 22 tons per truck load"

Aronson also "attached a note on some legislation that might be of interest" and the page that follows is titled Internal Notes: PERC / MRC Discussion w/ State regarding future use of G-P Old Town landfill" These are as follows:

"Message 1 -- We're aligned as partners in public interest

"Message 2 -- MRC is an experienced public interest resource in this area

"Message 3 -- MRC wants to support this cause & we need information on the essence of the deal in order to do that

"Message 4 -- With information, we can help it fly, we can work in confidence (see agreement)

"Message 6 -- We have experience on the issue of delegation of owner's control, Andy Hamilton, SASWDD, [sic]

"Message 7 -- We have experience in issues of airspace utilization ... [ellipses in original] MSW to Hampden, DEP

"Message 8 -- Mechanism for owner / control shift over time, we can check fit

"Message 9 -- Legislative piggyback 'regional association'

"We believe3 our involvement will support the State's objectives."

2003.05.28: MRC MESSAGES ON RFP, RESOLVE

See also discussion at 2003.05.23, MRC meets Cianbro, including followup messages of 2003.05.28.

Larry Folsom of the MRC Board asked on 2003.05.27 "Can we get our hands on the resolve?" Lounder replied, "Cashman promised to send it to us as soon as it becomes available... [ellipses in original] the document we really want to see and / or influence is the RFP (we discussed the idea of a backdoor thru Cole, however, Cashman said yesterday he had to cut off communications on the RFP, in fact he had an attorney with him on the call to me yesterday, Parr?, which [sic] I think is the MDOT guy that Vigue referred to. I think the possible 'in' there closed, and in an RFP process with sanctity, that's probably appropriate."

[NB Unfortunately, all indications are against "an RFP process with sanctity."]

[NB See ahead, 2003.09.19-22, names Jim Smith as DoT counsel. No indication this is person referred to here.]

2003.05.29: BIOMASS BOILER MEETING

These are notes in unknown hand (would have said Cashman, but at one point says "Jack has made $22 m. state commitment ...")

[NB See also 2003.05.23 MRC Meets Cianbro, which gives same $22 million figure, "or less."]

There is an Agenda, and the topics are the biomass boiler and the purchase and sale agreement. Various issues including C&D "waste provision" are discussed, though it is not clear what if any conclusions are made.

Last line is: "Boralex are very strange guys."

2003.05.29: MACDONALD SENDS WOODARD AND CURRAN REPORT

This "preliminary report" may be sufficient to satisfy the earlier questions from Risk Management.

2003.05.30: GP TERM SHEET

See Howard e-mail of 6/2/03, on which a revision of "G-P-State Term Sheet 05.30.03" is attached."

2003.05.30: MACDONALD DISTRIBUTES RFP DRAFT

MacDonald sent a "rough draft of how the FRP might be 'introduced' .... am willing to flesh this out further...." [ellipses in original] "I haven't included language on what we would ask for financial assurances up front (know we talked about $20,000 cash and $1 M surety bond to be part of the application...) [ellipses in original]

2003.06.01: ADAMS DISTRIBUTES TERM SHEET

The "Non-Binding Term Sheet" that in effect became the operating agreement, including details about provision of C & D for biomass fuel, was distributed by Adams to Parr, Cashman, Karrass, Wyke and Lincoln at 10:53 p.m. from Adams' home e-mail address.

It is already a "redline" and there is no indication where it came from originally. [NB However, see Howard e-mail of Monday, 2003.06.02 to which a revised term sheet is attached, dated 2003.05.30]

Needed, to get it back to GP "by COB Monday."

It is requested to set up a meeting of the "in-state team" at 3 p.m. Monday 2003.06.02 in the Governor's office.

In essence, the document names the "state" in terms of sale agreement and obligations of operating agreement. Many of the provisions here went over to Casella after their proposal was accepted.

2003.06.01: HOWARD ON LPP / CARPENTER RIDGE

From Howard to Cashman, Adams and Parr.

Note that this is a Sunday.

Howard had retrieved documents from his firm's (PA) archives related to the Carpenter Ridge sale agreement. Apparently they were involved in that one, too. Here, he is advocating for a "waiver of sovereign immunity" and two other provisions -- apparently to the advantage of their client that they would like to have included in the present deal.

"1. A waiver of sovereign immunity; 2. A commitment to appropriate for its performance on a priority basis above all other MWMA functions; 3. A reverter in the form of a $1.00 purchase option in the event of MWMA default, secured by a mortgage on the site and a security interest in the site data."

2003.06.02: ADAMS ON CARPENTER RIDGE

Adams replies to Howard e-mail suggesting provisions from the Carpenter Ridge agreement. He says this is what he would like to follow in general, but that the specific items Howard was bringing up would be different in this case.

Of particular note: "Indeed, I believe that building on this agreement will provide some political cover for both parties." [NB Exactly why would political cover be needed by anyone? Why would structuring the deal in a similar way as Carpenter Ridge take heat off this deal?]

2003.06.02: MRC DISTRIBUTES RESOLVE

Though received by e-mail the afternoon of Friday, May 30 from its attorneys, Lounder did not distribute the text of the Resolve until morning of Monday, June 2. Lounder stated that "MRC should testify in favor" and that he would be distributing something for the Board to review later in the day.

2003.06.02: NOTICE OF HEARING

Notice of the hearing scheduled for the following day 2003.06.03 was printed in the Bangor Daily News 2003.06.02. In full the notice read:

"Public Hearing: Tuesday June 3, 2003. 12:30 pm, Room 437 State House [new par.] Resolve, to Authorize the State Purchase of a Landfill in Old Town, Maine. [new par.] Contact Person: Elizabeth A. Reinheimer, 100 State House Station, Augusta, ME 04333-0100, 287-4149 [new par.] June 2, 2003."

2003.06.03: LEGISLATIVE PUBLIC HEARING

An e-mail sent Friday May 30, 2003 at 11:53 a.m. by Jack Cashman notes the scheduling of this meeting. See directory printout, in first group from Gov's office.

Original scheduling was distributed by e-mail from Elizabeth Reinheimer 2003.05.30 at 9:59 a.m.

[NB The elapsed time between scheduling and hearing was 4 days (including a weekend) and 3 hours.]

I don't have copies of the e-mails about this meeting, which might shed light on who was invited.

[NB When was the committee workshop? Was it before or after this date?]

Notes distributed after visiting Augusta to review legislative documents include the following points:

Testimony was given by the following people, all checked as "proponents": Dunlap, Lord, MacDonald, Cashman, Reynolds, Bostic (GP), Feck (GP), and St. Peter (Local 80). Written testimony also received from MRC / Lounder, stating support with reservation that it does not want to become a competitor with the landfill for MSW, would not want unprocessed MSW allowed. Also a baseline preliminary report from Woodard and Curran was also in the file, stating that though there was no obvious evidence of pollution emanating from the site, however since most of the important substances that would be indicators were not being tested, a revised testing program and further analysis would be needed.

2003.06.03: MEETING ON TERM SHEET

This is noted in e-mails involving Curtis, Howard, Adams, Cashman, Parr, Toma, Helen Edmonds, Bostic, Delahanty, Feck, Douglas, Ronald Allen and Doyle.

They wanted a meeting immediately after the hearing, but Cashman and Adams are "tied up" so they will be meeting at 3.

In a reply e-mail from Mike Curtis at 6 a.m. June 3, "We should plan to have Tom Doyle attend the public hearing today (if available) to answer any questions regarding the legal aspects of the proposal."

[NB This is exactly the point I was making at the Jan. 21 meeting, when questioning why Tom Doyle was asked for an interpretation of the statute, when SPO and other state officials were there and presumably able to do that. This e-mail is addressed among others to Kurt Adams and Chris Parr -- they would not be able to explain the "legal aspects" of this?]

2003.06.03: OLD TOWN COUNCIL LETTER SUPPORTS THE RESOLVE

[NB See also Public Participation timeline distributed by Casella and the State. "June 2003. Old Town City Council public meeting resulting in Resolution supporting legislative Resolve." No record of any meeting held in Old Town related to the letter signed in support of the resolve by Council members, signed the day of the legislative Public Hearing, June 3.]

2003.06.03: TOWNSEND MEMO DISTRIBUTED AGAIN

See also 2003.05.27. For some reason the same memo was sent again, dated June 3.

There may be some change in the text, but I don't notice it.

I don't have a cover sheet for it -- was it just an attempt to steer the process at a very late date?

2003.06.04: LENNETT ON C&D ETC.

This e-mail from Lennett to Parr and Adams comments on the term sheet and on the redlined Resolve. He mentions issue of "waste handling fee to support DEP/SPO" -- perhaps it is missing and should be there? Also mentions C&D, mentioned as part of license transfer paragraph -- "Why are these two issues combined like this ...?"

[NB This is an ongoing question, perhaps one of the reasons Betty Lamoreau calls this RFP "unique" see 2003.1008 Michael High meeting and memo.]

A new term sheet was distributed at 11:27 a.m. "reflecting comments received this morning" by Howard.

This new draft under title "No Disposal Fees" says: "The state will not charge any disposal or waste handling fee on disposal of Georgia-Pacific mill waste, or Georgia-Pacific or Lincoln biomass ash ..." It shows no change from earlier drafts.

In a reply e-mail dated 2003.06.05 Dave Fitts from Risk Management (part of state contracting oversight) suggests the "No Disposal Fee" section should include "language that limits mill waste to be only waste from GP mills located in Maine and that the waste or ash be only from renewable resources grown in Maine. The proposed language I fear could allow waste from other GP mills to be dumped in Maine for no fee."

[NB It may be of interest to note that these various term sheets, distributed by PA lawyers, are marked "for discussion purposes only, not official administration policy"]

2003.06.04: MRC REPORTS ON HEARING

"Yesterday's hearing went well. There was no voiced opposition. Casella and WMI were there but did not testify. There was not a lot of depth to committee questions, but several key legislators were conspicuously quiet." Lounder promised further report on "the Committee's handling of the bill."

[NB Are we to wonder at the "no voiced opposition" and the "conspicuously quiet" legislators?]

In his follow-up memo of 2003.06.09, Lounder notes on the legislation that it was reported out 11-2 ought-to-pass, and adds: "Note the new calling [sic] for up to a $20,000 non-refundable deposit for respondents to the RFP for landfill operations."

[NB This was clearly signaling trouble for a potential bid from them.]

In the same memo, Lounder reported receiving a letter from Pine Tree (Casella) that "does not accurately characterize" their earlier discussions. Lounder ponders what Casella is getting at here. "Along that line, we received reliable word that Casella believes that MRC and PERC are actively working with Cianbro to put a proposal together."

Lounder reports that those discussions are in fact progressing.

A partial answer to Lounder's questions about Casella came in the form of "an interesting chat with Sam Zaitlin" on 2003.06.09. "He mentioned that the 'lack of directness aspect, proposal-wise' of the Pine Tree letter was due to legal curtailment..... [ellipses in original] that is, where this is all headed to an RFP process, if Casella made an offer to us, the AG's office may view it as dissuading a prospective bidder. [new par.] I'll discuss this further with Dan McKay."

To this, Robert Farrar, MRC Board member from Bangor, wrote: "Greg -- I get it! The MRC is seen as a real player in this process -- which may hurt our chances to negotiate an up-front deal with Casella. Be careful what you wish for !! ..... [ellipses in original] I still think we are in decent shape, all things considered."

[NB Several thoughts. One is that the suspicions about "dissuading a prospective bidder" seem to be on the mark in terms of how this all evolved in the end. Secondly, if what we have been advised as to the MRC's being, as a public entity, not subject to the same restraint of trade rules as private entities would be, why then would Lounder and Zaitlin be engaging in this conversation as well as in the "lack of directness" in earlier communications?]

2003.06.04: NRC APPROVES RESOLVE

The Natural Resources Committee vote on the Resolve was reported in the BDN on 2003.05.05. In this article was the first public hint of the scope of this project: "Two committee members were concerned about the potential for the landfill to be leased to a third party by the state and operated as a full-blown solid waste facility on a scale similar to the Pine Tree Landfill in Hampden." In addition, Anita Peavey-Haskell "... said she felt the administration was trying to rush the proposal by lawmakers in the waning days of the current legislative session without giving residents of Old Town and the area the chance to weigh in on the planh at locally scheduled public hearings." Cashman replied that "the advisory board would serve as a public watchdog for the Greater Old Town community" according to the BDN. Joanne Twomey was quoted, "'I've deal with the Department of Environmental Protection and I've dealt with toxic ash being spread in my community which they said was lime dust until I collected it to prove it was unacceptable levels of lead and dioxin,' she said. 'So I'm very skeptical about this proposal and I have a lot of concerns,' she said."

See also Penobscot Times article olf 2004.01.29, after the Elks Club meeting, reporting in depth on the issues raised by Twomey, Makas and Linda Rogers McKee, Democrat of Wayne. McKee is reported as saying: "The question I have to ask is when those hearings were held in Old Town for the permitting of the paper mill to have the landfill (back in 1991 when Fort James first applied for a landfill permit), were the people, in fact, at that point aware that the landfill would reach the proportions or the magnitude of Norridgewock or of Sawyer Mountain in the future or did they think that it would be a paper mill landfill only?"

In a Penobscot Times story of 2004.02.12, taking a look back on the legislative process (DEP: Off-site public hearings are rare) it was stated that "Public notices are posted in the weekend editions of the dailies in the state's three largest cities: Portland, Lewiston, and Bangor. The public notice for LD 1626 appeared two weeks before the public hearing, held in Augusta June 3, 2003. A work session was held the following day, June 4."

[NB This has been checked -- the notice for the hearing was published only one day before, Monday 2003.06.03. Two weeks before the hearing on the Resolve would have been Tuesday, 2003.05.19. A full two weeks notice in the weekend paper would have been Saturday, 2003.05.15. If the notice had been in the following week, it would have been 2003.05.23. This public hearing was not even scheduled until Friday, 2003.05.30]

2003.06.05: JOHANNESMAN COMMENTS ON RESOLVE

In this 5:24 p.m. memo, Johannesman from the Office of Policy and Legal Analysis raises several points including the absence of language allowing SPO to enter into other contracts than the acquisition, correcting a too-restrictive clause about local control, and absence of "emergency clause" meaning it won't be effective till 90 days after adjournment.

Cashman replied at 6:08 p.m. that "we do not need an emergency clause because the closing is not until 12-1" [NB The Resolve went into effect 2003.09.13; still awaiting opinion on implication of this effective date for the RFP process, with award letters of 2003.08.14-18.]

Also in Johannesman's note was discussion of exactly how to phrase the elimination of Old Town local control.

On June 6 Johannesman adds a question about the reverter clause, and brings up "expansion." "You added the provision that the office can enter into contracts for the 'expansion' of the facility. I'm not sure that the committee is ready to explicitly include expansion of the facility in this resolve. Do you think it's necessary for it to be included?"

2003.06.05: MEET W/ AG ON TERM SHEET

This meeting is referenced in Laubenstein comments sent to Adams 6/9/03.

2003.06.05: NEW RFP DRAFT FROM MACDONALD

See 2003.05.30, MacDonald draft to Adams, Parr and Cashman.

2003.06.07: TOWNSEND TO ACKERMAN ON RFP

Townsend forwarded his reactions to the RFP. Townsend's main reaction: "Before the state can put out a meaningful RFP, it needs to come to grips with what it means to be the owner of a landfill and how it wants to use that ownership to pursue state solid waste policy."

Townsend notes that the bidder would assume huge financial risks. "The only reason that a bidder would consider accepting such large unspecified risks is that control of the landfill fits into some broader strategic interest of the bidder. Given that the original proposal from GP was to put the state into a contract with Casella, one has to wonder if the contract simply allows a pubic bid process that heavily favors Casella."

Townsend also cautions against haste, and that haste is actually against GP's interests. "It [GP] wants a viable operator, and it should not want to be blamed in 10 years when the defects of this process become obvious to businesses and municipalities."

[NB: Huge pressure was being exerted by GP; see Adams' reply to Laubenstein comments of 2003.06.09. What Townsend worries about might not apply if GP and Casella had already made a mutual-benefit deal, which is what this all seems to be, with dollars sent to Cianbro along the way.]

"I think that a key step in understanding its [State's] future role would be to invite a public process that includes potential bidders to comment on how alternative contract terms are likely to affect the bid process. ... De facto, Casella has been allowed to influence bid terms, which gives it a large advantage over other potential bidders."

Raises several issues, including status of the refundability of the $10,000 deposit; "A bidder who did not have advance notice of the process would have great difficulty putting a bid together by July 20" [especially noting the fuel commitments]; point 5 details issues around serving the needs of MRC / PERC and other issues around MSW; etc.

2003.06.09: LAUBENSTEIN COMMENTS ON TERM SHEET

This refers to meeting of Thursday, June 5.

The opening paragraph indicates the difficulties in negotiations with GP. "As we indicated at the meeting, we were still reviewing the document and would provide you with our thoughts and concerns. We realize that the negotiations with GP have been difficult and much that we have to say you may not only disagree with, but even if you did agree, you may not be able to persuade GP to include in the document."

At point 7, "Disposal Capacity" it is mentioned that present terms may "have an adverse impact on the interest of other operators in submitting a bid." [NB Why phrase this as "other operators" if there were not already one operator assumed?]

At point 9, "Fuel Commitment" again the issue of other bidders is raised, "This term may be onerous for many potential bidders ..."

At 1:30 Adams sent a very testy reply. He said that the elements of the term sheet had been sent to the AG "on May 19th" and that the present suggestions are late.

Adams' last paragraph tells the story: "Lastly, and for your information, we amended the term sheet and resolve per your suggestions last Friday [May 30]. GP notified us this morning that the timing and content of the comments have cooled their enthusiasm for the transaction. They have insisted on a waiver of sovereign immunity or they will terminate negotiations. The Governor will be asking me why the State gave LP&P a waiver and why I am opposed to providing the waiver now. I would really appreciate it if you could give me something to hang my hat on with regard to that issue as well as the others you raise."

2003.06.09: MCCLINTOCK COMMENTS TO LAUBENSTEIN

Jan McClintock, waste management specialist with AG (and at present 9/04 is assigned to advise BEP on this case) sent memo to Laubenstein and other lawyers with comments.

She notes some confusion as to "Who will be the license holder of the DEP licenses?" [NB this is an ongoing concern, with sometimes the SPO being the license holder, and sometimes they are co-applicants with Casella] She suggests that the operator "be the sole license holder of all DEP licenses associated with the landfill."

She also notes that this "seems to be neither a commercial landfill nor a state-operated and controlled landfill such as Carpenter Ridge. Rather, this is a hybrid in which a state-owned landfill is completely controlled by an operator who assumes all financial responsibility for teh landfill." At issue are what provisions of law apply, including public benefit, out of state wastes, recycling, and various financial provisions.

Regarding CDD, she says "Aside from the oddity of requiring the operator of this landfill to supply GP with processed construction and demolition debris (CDD) as fuel for GP's biomass facility..." she has questions about other provisions in this section.

[NB PCS 2004.10.13: I have only recently realized how "odd" this arrangement is. We have a waste management company being contracted to supply fuel for a large corporation in the wood products industry. The contract actually provides that GP may use its own "bark" first, then must turn to Casella for fuel derived from C&D. This is mandated. If Casella can't supply adequate fuel derived from C&D, then they may supply green wood chips as a substitute. It is this very clause that the State relies upon as the reason for not limiting the amount of C&D that is brought into the State. Provisions for C&D were integral to the very first term sheets of 2003.05.]

In her section "State Right to Direct Solid Waste to the Facility" she states "This is the only reference in the RFP to the State controlling anything at the landfill. (Proposal Content, para. 4.b) I don't know what it means. Does it mean that the DEP, or SPO, or the Governor, can require the landfill operator to take certain shipments of waste? Is this an oblique reference to bypassed waste from waste incinerators? Does it include large quantities of special waste for which there is a one-time need for disposal (i.e. the million mice carcasses when Jackson Labs had its fire years ago)?"

2003.06.10-11: TESTY EXCHANGE ON GP "ULTIMATUM"

6/10: There were unresolved issues related to "indemnity, sovereign immunity and recourse to the State" that were causing GP concern -- whereas Adams replied that they were raising issues that "have no concrete impact on the continued operation of the Mill, further investment in the facility or the purchase price." Adams stated, "The Governor's Office is taking an enormous risk with this transaction." In part, Adams writes: "You have since given us an ultimatum. The ultimatum was vastly different than the any [sic] discussion we have had to date. We cannot answer that ultimatum a manner [sic] satisfactory to you."

6/11: In a follow-up, Howard outlined his understanding of the agreement, at one point stating: "If there is no compromise on the issue, then G-P is not read to do the deal without a waiver." Apparently to this statement Adams replied within a longer point-by-point statement, "I am sorry that you now assert that without a waiver the deal is off. This is disappointing. I will let Jack and the Governor know."

2003.06.12: PRELIMINARY FIGURES TO MRC

Aronson writes: "I have so many questions about actual design parameters and costs that I don't trust the numbers; still, it's interesting that the pro forma does NOT work for the MRC. THe [sic] residuals tip fee would need to be >$62/ton in the break-even scenario. But don't get too excited; there are so many unknown factors, that I'm not ready to believe the numbetrs [sic] yet."

[NB Again, why do these numbers not work for MRC, but work fine for Casella; especially in that long term disposal of GP wastes is a losing proposition. Where will Casella be making its money on this deal? See also letter from Waste Management 2003.07.09 in declining to bid. However, recall Townsend's remarks on the RFP: "The only reason that a bidder would consider accepting such large unspecified risks is that control of the landfill fits into some broader strategic interest of the bidder. Given that the original proposal from GP was to put the state into a contract with Casella, one has to wonder if the contract simply allows a pubic bid process that heavily favors Casella."]

A follow-up message 2003.06.20 from Aronson to Sean Small of CES, copied to Lounder, reads: "Attached is an updated version with all of the caveats we discussed on costs, lack of a design basis, uncertainty regarding material densities, cover requirements, leachate numbers and costs, etc. ENjoy [sic] your weekend!"

2003.06.13: CASELLA CONFIRMS PRICE TO MRC

Along with an update on meetings with Cianbro (to be rescheduled) Lounder reports, "I received a letter from Casella this morning that basically says they are willing to extend present pricing terms on ash, FEPR, NP's, in and out of state MSW if they win the Old Town bid (I will mail today)."

2003.06.13: PUBLISHED NOTICE FOR RFP

[NB This actually appeared in the newspaper before the Resolve was voted. E-mails distributed as part of the Record for BEP hearings include a note from Dave Burns, DEP engineer, to Cyndi Darling: "I saw the RFP in the paper this morning - very interesting language." Exactly what was he meaning by this comment?]

The notice was published in the Kennebec Journal. It stated that "Proposals must include a $10,000 non-refundable bid processing fee ..." The heart of the notices is the contract services, including operation of an existing landfill, acquiring permits for an expansion, operating the expanded landfill, and "securing qualifying construction and demolition debris for GP to use as fuel in a proposed biomass electricity generating facility. In addition, the operator will provide services to GP including, without limitation, accepting and managing the approximately 50,000 cubic yards per year of mill waste for the duration of the contract."

A copy of the RFP is among materials received from the MRC. Among provision was State intent to "finance the purchase of the landfill with a revenue bond supported by the revenue potential of the landfill." The copy received from the MRC had the marginal comment "Why" and the section about provision of C&D fuel circled: "The operator will provide GP with an option to purchase processed construction and demolition ("C&D") debris fuel for GP's proposed biomass facility beyond what is required after burning all available bark from GP's pulping operations ..." The MRC's copy of the RFP also had a big "?" at discussion of "value of landfill" under Financial Bid. The section begins with: "The value of the landfill, as expressed in the willingness of the bidder to assume responsibility for repayment of the bonds that will be issued to complete the purchase of the landfill by the State and necessary site improvements, shall be presented by the bidder."

The RFP also had the language related to credit rating and the $50M performance bond.

2003.06.14: RESOLVE ENACTED

This passed the Senate under "suspension of the rules" on June 14. There was some confusion as to when this was enacted. Message from the Law and Legislative Library:

Hello Paul,

Resolve 2003, c. 93 was enacted on June 14 http://janus.state.me.us/legis/LawMakerWeb/dockets.asp?ID=280011148.

That is not however when it went into effect. It went into effect on Sept. 13, 2003, along with all the other non-emergency legislation of that session.

Please let us know if you have further questions.

Sue Wright

Reference Librarian

Maine State Law and Legislative Reference Library

Augusta, Maine 04333

207 287-1600

The contents of the web site she links:

LD 1626 (HP 1205)

"Resolve, To Authorize the State To Purchase a Landfill in the City of Old Town"

(Governor's Bill)

Sponsored by Representative Matthew Dunlap

Date, Chamber Action

5/30/03   House     Committee on NATURAL RESOURCES suggested and ordered printed.

Resolve REFERRED to the Committee on NATURAL RESOURCES

Sent for concurrence. ORDERED SENT FORTHWITH.

5/30/03   Senate    Under suspension of the Rules On motion by Senator TREAT of Kennebec REFERRED to the Committee on NATURAL RESOURCES in concurrence

6/12/03   House     Reports READ.

Representative THOMPSON of China MOVED to ACCEPT the Majority Ought to Pass as Amended Report.

On further motion of the same Representative TABLED pending his motion to ACCEPT the Majority Ought to Pass as Amended Report.

Later today assigned.

6/13/03   House     Speaker laid before the House Subsequently, the Majority Ought to Pass as Amended Report was ACCEPTED.

The Resolve was READ ONCE.

Committee Amendment "A" (H-563) was READ and ADOPTED.

ROLL CALL NO. 245

(Yeas 110 - Nays 17 - Absent 24 - Excused 0)

Under suspension of the rules, the Resolve was given its SECOND READING without REFERENCE to the Committee on Bills in the Second Reading.

Subsequently, the Resolve was PASSED TO BE ENGROSSED as Amended by Committee Amendment "A" (H-563)

Sent for concurrence. ORDERED SENT FORTHWITH.

6/13/03   Senate    Under suspension of the Rules Reports READ On motion by Senator MARTIN of Aroostook Majority Ought to Pass As Amended Report ACCEPTED in concurrence READ ONCE Committee Amendment "A" (H-563) READ

On motion by Senator MARTIN of Aroostook Senate Amendment "A" (S-312) to Committee Amendment "A" (H-563) READ and ADOPTED Committee Amendment "A" (H-563) As Amended by Senate Amendment "A" (S-312) thereto ADOPTED In NON-CONCURRENCE

Under suspension of the Rules, READ A SECOND TIME PASSED TO BE ENGROSSED AS AMENDED BY Committee Amendment "A" (H-563) AS AMENDED BY Senate Amendment "A" (S-312) thereto In NON-CONCURRENCE Sent down for concurrence

6/14/03   House     The House RECEDED and CONCURRED to PASSAGE TO BE ENGROSSED as Amended by Committee Amendment "A" (H-563) as Amended by Senate Amendment "A" (S-312) thereto. ORDERED SENT FORTHWITH.

6/14/03   House     FINALLY PASSED. Sent for concurrence. ORDERED SENT FORTHWITH.

6/14/03   Senate    Under suspension of the Rules FINALLY PASSED

2003.06.18: BOSTIC MEETS CASHMAN

Bostic e-mail to Cashman, forwarded to Adams. There was an issue around Bostic's understanding, "...we had said that we would be 'silent' on the issue of sovereign immunity with regard to the indemnity thus I believe that we must have two seperate [sic] agreements ..." "If our long term commitments from the State are contained in the acquisition agreement, the issue of sovereign immunity is pre-determined in the State's favor, which is not the basis for silence as were discussed. I thought that silence on this issue meant that there would be two agreements; I think that you should make the clear [sic] with the AG."

2003.06.18: GP LAYOFFS

BDN reports "GP lays off 7 salaried employees at Old Town," see 2003.06.18. The article noted the "April 4 restructuring" [...] "The mill shut down the tissue-making portion of its facility in early April. However, G-P restarted one of two tissue machines in May, with help from Gov. John Baldacci. The move put 140 of the 300 laid-off workers back on the job."

2003.06.18: HIGGINS CONTACTS MRC

Eric Higgins sent the following message to Lounder: "If the MRC is looking to partner with someone on the state's landfill, let me know. We can operate it, and provide material (revenue) for both the landfill and the biomass."

This was forwarded to Peter Prata (see forwarded subject line, "old town") who replied: "Very interesting. WHat [sic] do you think, bring him up to the meeting on Monday."

That would be 2003.06.23.

2003.06.23: RFP PRE-BID MEETING

Many pages of questions and answers are available related to the pre-bid process. Physical stability of current fill is an issue, under study. On leachate, it is now 1% of GP's total waste water treatment, "so it is not a concern to G-P." [NB Yet we have learned that the volumes and composition of the leachate are potentially a problem, that the GP plant is not equipped to handle the flow, and Old Town has not yet agreed to take it.] Regarding community relations, "There have been no comments from citizens regarding the possible sale of the landfill to the state." [NB This was late June. Remember that there were no opposing comments at the Legislative Committee hearing, either.]

A list dated 2003.06.19 of "Questions for the Pre-Bid Conference" was faxed from Aronson to the MRC. Among these questions was "Capability to provide a performance bond of $50 million !!!!" Also, "Why 6.0 million gallons per year of leachate?"

The next day 2003.06.24 Lounder reported that he would not likely be available to forward further questions, and that he was meeting from 9-11 a.m. with Casella.

[NB Materials obtained from the MRC contain the questions and replies that were submitted before the pre-bid meeting, at the meeting, and from SPO replying after the meeting.]

Among questions asked prior to pre-bid meeting:

"Q. What was the thinking behind requiring a minimum financial rating of 'bbb' and the $50 million dollar [sic] performance bond if the rating wasn't held? A. Given the nature of the project, the level of bonding that will be involved, and the realm of potential issues related to landfill operations, the State wanted financial assurance from bidders."

Apparently, at the pre-bid meeting:

"Q. Will the State impose any restrictions on the use of out-of-State material to fulfill the fuel supply obligations? A. The State does not now, nor intend to, impose any restrictions on the use of out-of-State generated / provided fuel supply."

"Written questions received following the pre-bid meeting:"

"Q. Will alternate bids be accepted / reviewed? Specifically, if GP's financial parameters, ie: 1. 30 years landfill capacity, 50,000 tpy, $10 per ton; 2. 30 years fuel supply, 100,000 tpy, $4-9 per ton; 3. $12 million for landfill [new par.] cannot be met, is there any reason to prepare & present a bid and $10,000? A. If the minimum requirements for responses to the Request for Proposals cannot be met, the bid(s) cannot be accepted."

[NB However -- how is it that the bond requirement could not be met yet the bid was accepted, while the fuel and disposal clauses were assumed to be firm, and deterred other bidders ...?]

"Q. How much C & D processed wood is available in the state? A. The DEP tracks processord of C & D waste. Their information shows that in 2001, 32,390 tons and in 2002, 88,680 tons of C & D waste were processed into chips. These are estimates of C&D processed into chips based on numbers provided to the Department by the processors. There is no guarantee that all the chips met specifications as a fuel chip."

"Questions after the site walk" include:

"Q. Does the RFP allow for MSW to be placed in the landfill? A. The RFP asks for recognition of the solid waste management hierarchy. We are not saying 'no' to the landfilling of MSW. The State is saying 'no', however, to 'out of state' generated waste being disposed of at the site."

"Q. Who gets the profits? The operator, state, GP? A. The selected vendor, the operator of the landfill, gets the profits."

2003.06.26: NRCM ATTY. JON HINCK SENDS CONCERNS TO ADAMS

Three concerns were sent from Hinck to Adams, who put him off in various ways, finally Adams on 2003.07.04 asked if "we can talk in a couple of weeks?" [NB After everything was in place and the Proposal had been received; even though Hinck on 2003.06.26 agreed to a delay "particularly if the short answer is that you spotted and addressed the three issues." Which had not been done.]

The three points raised by Hinck were 1. tax issues, particularly with regard to no revenue neutrality, no fees to be collected, and possibility of creating a "tax-free dumping zone"; 2. environmental liability due to state involvement, and 3. out of state waste, particularly freeing up space in existing commercial landfills in that "Maine origin waste that would be landfilled elsewhere could be diverted to the new landfill, opening up space at other landfills to receive more out-of-state waste." Hinck continued, "In fact, each of the three above issues do not appear facially to have obvious environmental impacts. The more obvious concern is the potential for putting more public money at risk than anticipated. Since this is not part of my organization's core mission I merely share these thoughts for your consideration."

2003.06.27: MRC RESOLUTION DRAFTED

Aronson forwarded a draft of the MRC resolution supporting Casella's bid, "I put together on the basis of conversations with Jim Bohlig on Friday." [NB Not clear what Friday that is, since this message was sent 2:59 p.m. Friday.] "Jim Bohlig will be available on Wednesday for further discussions if needed."

[NB This indicates that the resolution was a joint Casella - MRC product.]

In reply, Bohlig called this "an excellent first start from our discussions" but suggests there be added "... an additional 'whereas clause' related to the MRC potential involvement in recycling statewide initiatives that Casella may contemplate to offer to implement associated with the RFP bid ... [ellipses in original] specifically ... [ellipses in original] we would like the MRC to consider being joint investors in these projects on a full equity basis ... [ellipses in original] you would have a right but no obligation to co invest [sic] on these programs where your participation could cause a much higher participation rate at the municipal level and as an equity investor you could be instrumental in getting other municipalities to bring materials and implement community recycling programs."

[NB This sounds wonderful, until we remember that this "investment opportunity" is being offered to a potential competitor on the RFP, and also given that there are no specifics as to exactly what is being offered here.]

2003.06.30: CASELLA / MRC PARTNERSHIP

This letter from Meagher to Lounder outlines conversations ongoing since March, with original objectives of providing disposal for PERC and "a fixed planning horizon in which to develop expansion plans" for Pine Tree. "During the course of our many meetings the level of trust among the parties grew, aided in part by the close working relationship that developed during this session of the Maine Legislature."

[NB Meaning, MRC support of the Resolve, or were there other cooperating efforts at the Legislature?]

Then an opportunity arose related to the Dolby facility owned by GNP, which "was not to be, but the idea, the concept of commercialization, remained alive."

"... the governor's office resurrected the concept of commercializing a generator owned landfill..."

[NB this is one party's answer to the question: who came up with this idea? Dunlap's statement in legislative floor debate was "Everybody got an idea."]

This letter continues in outlining "consideration of 'investment' opportunities for MRC in the West Old Town facility were Casella chosen as the operator ..."

The letter goes on to detail what this partnership would look like, and some of the functions it would address, including "utilizing the lined West Old Town facility as the region's principal C&D repository, both for environmental reasons (reduction in use of scattered <6 acre unlined sites) and to enhance beneficial reuse by segregating clean waste wood which can be processed for use in Georgia-Pacific's biomass boiler."

[NB This points toward another element in what seems to be Casella's overall strategy, convincing towns to discontinue their functioning C&D sites and pay Casella for disposal.]

A message from Lounder to MRC board 2003.07.01 states, "Attached is a memo and related draft trem [sic] sheet outlining current thinking of staff with respect to the the [sic] Old Town landfill situation and related possible MRC actions. The information is highly confidential." [NB Memo is not among materials provided by the MRC.]

2003.07.03: MRC UNDERSTANDING WITH CASELLA

Lounder writes to Larry Folsom, "On west old town [sic], I think we've landed a good arrangement on the contract side ... [ellipses in original] yesterday, Casella agreed in principle to modify the addendum to specify that airspace in the first 68 acres will be set aside for PERC, thus addressing the concern that the residuals contract extension would be contingent on the second major expansion. Airspace reservation of that sort represents a significant new commitment from them & I'll feel better when the discussion is transferred into agreement language. They allowed Dan to draft. The investment angle (1.0 MM) appears out & we are working on the partnership concept for broader waste stream management elements. We are working to organize this into a resolve for the Board's consideration Monday morning at 10:00 AM."

[NB This refers to the investment in recycling initiatives, apparently; yet, if the investment deal is "out" then why did the word "investment" appear in documents Casella submitted within its Proposal? See forward to 2004.02.12, Casella apparently put information into the Proposal that apparently was not true, and this also ended up in the OSA.]

[NB This paragraph also states a "significant new commitment" from Casella, part of the arrangement defined as MRC pulled back from at least the appearance of being a serious competing bidder.]

In a message to the MRC board, Lounder writes: "attached [sic] is a final draft of the addendum to the existing waste disposal and residue disposal agreements between PERC and Casella that are agreeable to both PERC and Casella. PERC's intention is to support Casella's bid on Old Town by incorporation of this agreement into their bid. MRC will be asked to support the contracts at its meeting on Monday and Casella as operator at Old Town. A resolution to that effect will be coming shortly. The resolution also develops the cooperation concept with Casella."

[NB The resolution in support of Casella's bid was underway, with cooperation from Casella. In the table of documents not provided to me from MRC under the attorney/client rubric, is an e-mail from Don Meagher (Casella) to Dan McKay (attorney for MRC) then forwarded to Greg Lounder, subject: "Suggestion for MRC Board Ressolve [sic]" -- yes, this time the [sic] is in the document I am citing.]

[NB Though they expected their agreement, "this agreement" to be part of the proposal, it seems that the inclusion of their Resolution, cover letter and the section "Public Private Partnership" came as something of a surprise to the MRC; see message of 2003.07.16]

2003.07.07: MRC BOARD PASSES RESOLUTION SUPPORTING CASELLA'S BID

The resolution crafted by Aronson and Bohlig, see 2003.06.27, was voted by the MRC Board 2003.07.07. The next day Lounder wrote to MacDonald, including "After giving the issue serious thought and consideration, the MRC Board decided not to submit an independent bid on the landfill operations. Instead the MRC Board took a position supporting the extension of PERC's contract with Casella for disposal services based on the terms that PERC and Casella had reached. The contract extension is conditioned on Casella being selected as the contractor in Old Town."

2003.07.09: BIDS FOR OPERATING AGREEMENT OPENED

[NB The Casella Proposal was only available to me at the time of distribution of the Record prior to BEP hearing of appeals.]

Casella's proposal includes letter of support from the MRC, as well as an attachment titled "Public/Private Partnership" that seems to include the MRC as a partner in this deal. This section includes a letter dated June 30 from Meagher to Lounder outlining the history of their discussions, beginning in March 2003 around the Dolby facility controlled by the GNP mills.

[NB But see MRC communication of 2004.02.12, when informed that this partnership is referenced in the Operating Service Agreement, asserts it "references a 'Public / Private Partnership agreement' that doesn't exist."]

[See also Waste Management letter submitted in lieu of a bid, 2003.07.09.]

2003.07.09: WASTE MANAGEMENT LETTER

Instead of a bid, Waste Management wrote that it could not submit a bid "consistent with the minimum bid requirements outlined in the RFP for the Georgia-Pacific landfill (GP landfill) operating agreement. The minimum landfill purchase price of $12 million, coupled with the requirement to provide long-term disposal for Georgia-Pacific's proposed biomass boiler at substantially below market rates for thirty years, make involvement in the project economically infeasible for Waste Management."

[NB The "purchase price" eventually became $26M, or up to $31M if the final $5M cash offer from Casella is included].

[NB This letter did not reference the $50,000,000 performance bond, nor the $10,000 non-refundable bidder's fee. However, their reference of the "disposal for ... proposed biomass boiler" sort of conflates the two other important clauses, providing fuel and disposal capacity. It needs to be asked if Waste Management attained full understanding of the whole deal during the pre-bid process. The difficulty MRC had in getting information, and the reference in Eric Higgins' letter of April, 2004 that "Presumably, Casella, as the only bidder, had information that mitigated that risk" indicate a general feeling that only one bidder was in a position to succeed with this particular deal.]

2003.07.16: "CASELLA ... SOLE BIDDER"

Lounder wrote to the MRC Board, "Casella wound up being the sole bidder on the operations of the Old town [sic] landfill. Casella informs me that their proposal included our resolve and mention of the executed contract extension between them and PERC. The Casella proposal will be made available to us if / when they are the selected bidder. The outcome there may be known within the next 2-3 weeks. I have also confirmed that the Residuals and Incoming MSW Agreements (the 'Agreements Addendum') was executed by both PERC and Casella.'

2003.07.22: MEETINGS ON FINANCING, BID, DEP SCHEDULE

A NEWSM chronology sent from Meagher via Doyle to Cashman 2003.09.18 showed two meetings, one with Cashman, FAME and Bohlig "to discuss process of issuing state revenue bonds," and the second with Cashman, Bohlig, Meagher, Benoit, and MacDonald "... to discuss bid award schedule."

See one of MacDonald's reactions at 2003.07.24.

2003.07.22-23: JOHNSTON / ARC CONTACTS MRC

An exchange of e-mails between Lynn Johnston [ref-fuel.com and ARC] inquiring about the RFP process, wondering if it is a "threat to the future of the private / semi-private facilities" and concluding "I hope it isn't too late for ARC to participate in the RFP process. We to have [sic] a landfill operation and look at the LF as being integral to the WtE business." [NB A web search for ref-fuel.com found that this company operates waste to energy facilities in PA, NJ, NY, CT and MA. It does seem that the OT project would not be of much use to them, barring significant stretching of the understandings related to out of state waste.]

2003.07.23: LOUNDER EXPLAINS THE DEAL

In a letter to the MRC Board in advance of the next meeting, under the heading "MRC and PERC work to secure favorable arrangements for disposal of PERC residues" he writes in part, "The MRC and PERC positioned themselves in the bid process in fasion [sic] that best supports the MRC mission. In advance of the deadline for bid responses, an agreement between PERC and Casella Waste Systems was reached on the extension of the present residuals arrangement between them. This agreement is premised on the company being the successful bidder to the state Request for Proposals 'RFP'. The outcome of the RFP process is still pending at this time."

[NB For a statement of the financial benefits of this deal to MRC, see 2004.02.03 letter of support from Farrar to Darling in support of the amendment license.]

2003.07.24: QUERY ON PERFORMANCE BOND

This was sent from MacDonald to Adams 2 weeks after the Proposal from Casella arrived [NB This is two days after initial meeting on bid acceptance process], and begins with the sentence, "I know you can't be involved in this project once we make the award...." [ellipses in original] It repeats the language from the RFP, and raises the question: "I believe we had intended bidders that do not meet the minimum financial rating to actually secure the performance bond, but that is not was was [sic] written.... [ellipses in original] [new par.] "If a bidder does not meet the bbb rating, and their proposal does not include providing a $50 million performance bond, have they properly responded to the RFP?"

2003.07.29: CASHMAN TO ADAMS, "WHAT MAKES YOU THINK?"

Adams had forwarded to Cashman a message from Betty Lamoreau of Division of Purchases, with comments on the purchase agreement, term sheet.

Cashman was mightily irritated for some reason in receiving this, and replied: "Why are all these people reviewing this? Why do I care what they think? What makes you think I should respond to this? What makes you think you should not respond? What makes you think?"

2003.08.14-18: CASELLA'S BID ACCEPTED BY SPO

Two letters of acceptance were issued, the first apparently rejected by Casella.

[NB Why was the first acceptance letter refused? Some clue to this is given in Michael High (Drummond Woodsum, representing SPO) memo of October 8, who refers to outstanding issues related to a $50,000,000 bond. See 2003.10.08 for critical points. The first acceptance letter was received by fax from George MacDonald at WtP request. The provision of interest reads: "(2) Casella Waste Systems, Inc. will obtain in a form acceptable to the State a performance bond of not less than $50,000,000, to secure performance of Casella's obligations under the contract. Upon hearing from you that you accept this decision, the process of drafting such a contract may begin." See especially MacDonald's comments in message to High of 2003.10.08, "... the first award letter was refused by Casella, and they refused to talk about the need for a performance bond until they received an award letter that did not reference that (meeting that Betty and I had with Casella et al after thety refused the first award letter)... (ellipses in original) it was based upon Casella's stance that the performance bond could not be discussed until an award had been made.... (ellipses in original) That led to the second award letter and now they say this????]

2003.09.02: OLD TOWN, DEP PERMIT SCHEDULE MEETINGS

See timeline sent from Casella to Cashman 2003.09.18. On this date two meetings were held, one with Lord, Doyle, Curtis, Douglas, Meagher, and MacDonald, to discuss "...Old Town role and participation in transaction and process" and another with Doyle, Booth, Drew, Curtis, Douglas, Meagher, Darling and Clark "to discuss DEP permitting schedule."

2003.09.03: OLD TOWN ASSERTS RIGHTS

E-mail from Doyle to Meagher, Douglas, Curtis, Delahanty, Howard, Hiltner, Bohlig, and Ahrens, also forwarded by Doyle to Cashman, requests statement of known legislative intent of the Resolve, since Bob Miller, Old Town's attorney, asserted that the Resolve did not take away all of Old Town's planning board control, particularly since their ordinances controlled "generator owned" landfills, and the facility was still generator owned.

Doyle particularly asked "Don and John, I know one or both of you were in the thick of this when Treat's amendment was offered late in the process. Any assistance you can provide from the process documenting that the Resolve's Section 5 was not intended to allow the City to have a separate transfer approval process for the City permit?" He concludes that he has not shared this with MacDonald, but "... we may want to let Jack Cashman know of this development ASAP."

2003.09.09: OSA, P&S DRAFTS TO HIGH

See Casella timeline of 2003.09.18. These documents "...sent to State's outside counsel."

2003.09.13: RESOLVE GOES INTO EFFECT

[received from Law Library,2004.09.22]

Thank you for contacting us with your question regarding the effective date of LD 1626 from the First Regular Session of the 121st Legislature. This LD was enacted as Resolve 2003, Chapter 93. The effective date when the law went into effect was September 13, 2003.

If you would like to read the full text of the Resolve, please click on the link below:

http://janus.state.me.us/legis/ros/lom/LOM121st/Res51-98/TableofContents.htm

Next, scroll down to and then click on Chapter 93 to retrieve the full text.

We hope this helps.

Sincerely,

Mark Knierim

Reference Librarian

Maine State Law and Legislative Reference Library

Augusta, Maine 04333

207 287-1600

[NB at issue is whether the various RFP and proposal activities, including whether the acceptance and award of 8/18, were allowed since the Resolve did not go in to effect until 9/13. See for instance 9/25 letter from Drummond, Woodsum on "operative agreements" that speaks of Acquisition Agreement and Casella agreement. At point 11 "The State expects that Casella would sign the Operating Services Agreement." If this had not been signed, but only accepted, until after Sept. 13, would this make the proposal process legal under terms of the Resolve?]

2003.09.17: RAND TO CASHMAN ON PROCESS

Rand (BSSN, Casella) assures Cashman they are making all efforts to meet schedule, "...with due diligence to make the expansion permittable by December 1." DEP is "being very conscientious" and this is the right way to proceed with them. Also, "... would it have been better if we could have been going through this process in July? Yes, but we both understand the importance of having gone out to RFP, which added three to four months to the timeline."

[NB This is interesting -- a representative of one of the private parties is cautioning the leading representative of the State to be more cautious and considerate of process.]

2003.09.18: CASHMAN, GALLAGHER MEET ON TIMELINE

This meeting was held to clarify the constraints DEP had in the permitting process.

See also e-mail from Doyle to Cashman, copied to Meagher, offering documents that might be helpful "... in advance of your 1 p.m. meeting today." A two-page chronology was attached, beginning with bid opening and ending with a Dec. 1 "Final Commissioner Order."

[NB How are we to interpret this activity of Cashman, carrying GP and Casella's expectation for presentation to Gallagher?]

See also note for 10/6. The 9/18 date comes from 10/21 memo from Stearns to Baldacci and Lincoln. (see that date)

[NB The timeline's "Projected future schedule" is interesting: Oct. 30, public notice of intent to file application; Oct. 31, submission of application; Nov. 1-20, DEP review; Nov. 21, draft order; Nov. 24-28, public comment period; Dec. 1, "Final Commissioner Order."

2003.09.19-22: CONCERNS RAISED ABOUT P&S

Beginning with messages from Jim Smith and Toni Kemmerle [Jim Smith is chief counsel for Maine Dept. of Transportation; Kemmerle works with Parr and Adams] concerns are raised about the draft agreements that were sent out for review. Among other issues, one stands out: "4. the fact that the grantee, State Planning Office, has no authority to acquire or hold real estate." They note an upcoming meeting with Michael High scheduled for 2003.09.26, but since Laubenstein will be out of town, they suggest a delay in this.

Alan Stearns replied 2003.09.21: "I'm not entirely