MUNICIPAL REVIEW COMMITTEE, INC.
BOARD OF DIRECTORS
A meeting of the Board of Directors of Municipal Review Committee, Inc. was held on
Wednesday, July 24, 2013 at 10:00 a.m. at Penobscot Energy Recovery Company, 29 Industrial
Way, Orrington, Maine. In attendance were the following:
Directors:
Phil McCarthy, Clinton
Sophie Wilson, Orono
Karen Fussell, Brewer
Catherine Conlow, Bangor
Tony Smith, Mt. Desert
Elery Keene, Winslow
Chip Reeves, Bar Harbor
Joshua Reny, Fairfield
Robert Peabody, Jr., Rockland
Consultants:
Greg Lounder, MRC Executive Director
Dan McKay, Esq., Eaton Peabody
Leta Leighton, Leighton & Longtin
George Aronson, CRMC
Donald Higgins, Loiselle, Goodwin & Hinds
Guests:
Ron Lear, Wiscasset Transfer Station
Peter Prata, PERC
Gary Stacey, PERC
Bob Knudsen, USA Energy
John Noer, USA Energy
Jennifer Baroletti kept the minutes of the meeting and President Reeves presided.
CONSIDERATION OF MINUTES OF APRIL 24 and JUNE 25 BOARD OF
DIRECTORS MEETINGS
The first order of business to come before the Board was approval of the minutes for the
April 24 and June 25, 2013 Board of Directors meetings. Josh Reny abstained as he was not in
attendance. It was noted that the April 24 meeting minutes reflect the incorrect date of April 25,
{EP - 01447497 - v2 }
and should be corrected. Upon motion duly made and seconded, it was unanimously:
VOTED: That the minutes of the April 25 and June 25 meetings of the Board of
Directors of the MRC hereby are approved in the forms presented to the Board at
this meeting, as corrected.
CONSIDERATION OF FINANCIAL STATEMENT & BILLS PAYABLE
AS OF JUNE 30, 2013
Chip Reeves introduced Leta Leighton of Leighton & Longtin to the Board. Ms. Leighton
reviewed the balance sheets and accounts payable report as of July 16, 2013. The Board noted a
shortfall in the checking account in the amount of $17,667, and Ms. Leighton confirmed that this
shortfall would be reached after the payment of the accounts payable, if approved. Upon motion
duly made and seconded, it was unanimously:
VOTED: That bills payable of $59,789.38 as presented to the Board at this
meeting for the period ending July 16, 2013 hereby are approved for payment.
CONSIDERATION OF MRC AUDITED FINANCIAL STATEMENTS
FOR YEAR-ENDED DECEMBER 31, 2012
Donald Higgins of Loiselle, Goodwin & Hinds presented the Independent Auditors’
Report and discussed his general findings that the MRC’s financial statements present fairly the
financial condition of the MRC consistent with the requirements of the Governmental
Accounting Standards Board. Upon motion made and duly seconded, it was unanimously:
VOTED: That the Independent Auditors’ Report prepared by Loiselle, Goodwin
& Hinds is hereby accepted.
{EP - 01447497 - v2 }
2
THIRD QUARTER 2013 TIPPING FEE CALCULATION
George Aronson presented the tip fee calculation for the third quarter. . Mr. Aronson
recommended that PERC’s proposed tipping fee of $74.75 per ton be accepted. After discussion,
a motion was made, and duly seconded, to accept the Third Quarter 2013 tipping fee calculation
as proposed by PERC. Whereupon, it was unanimously:
VOTED: That the Third Quarter 2013 tipping fee calculated by PERC in the
amount of $74.75 per ton hereby is accepted.
PERC FACILITY OPERATIONS REPORT
Peter Prata, Plant Manager of PERC presented on the PERC facility operations report.
Mr. Prata indicated that during the month of May, 2013, the plant ran at over 100% capacity for
the first time since approximately 1994. Although deliveries and tonnage are a bit behind, Mr.
Prata reported that overall it has been a good quarter for PERC, particularly with regard to
environmental performance.
CHARTER MUNICIPALITY ASSET MANAGEMENT REPORT – CUSTODY
ACCOUNT, TIP FEE & OPERATING BUDGET STABILIZATION FUNDS, LP
INTEREST/BOND PREPAYMENT & 3RD QUARTER CASH DISTRIBUTION
George Aronson presented the Asset Management Report. He reported that cash flows
have been good and Peter Prata has done well controlling expenses. Although charter tip fees
have decreased, overall tip fees have increased. Mr. Aronson noted that, as anticipated,
additional funds will be required to make payments to Charter Municipalities in the third quarter
and recommended that the MRC approve the transfer of $800,000 from the Custody Account to
{EP - 01447497 - v2 }
3
the Tip Fee Stabilization Account. After discussion, upon motion duly made and seconded, it
was unanimously:
VOTED: That the amount of $800,000 be transferred from the Custody Account
to the Tip Fee Stabilization Account.
CONSIDERATION OF GAT TRADE APPLICATIONS PURSUANT TO
2013 GAT TRADING PERIOD
Greg Lounder reported the results from the GAT Trading Period, indicating that he
received requests to decrease GAT in an aggregate amount of 6,500 tons, and requests to
increase GAT in an aggregate amount of 387 tons. He recommended that the requests for
increases in GAT be granted and that the resulting 387 tons be prorated among those requesting
decreases in GAT. A general discussion ensued regarding the policy and existing framework for
approving GAT requests in the current environment of declining tonnage. As the requests are
prorated, some towns end up receiving only a token decrease which may not be meaningful. It
was suggested that the Waste Flow Committee be charged with the task of reviewing the current
policy and creating a new revised policy to present to the Board at the first board meeting in
2014. Whereupon, upon motion duly made and seconded, it was unanimously:
VOTED: That applications to trade GAT hereby are approved as presented.
VOTED: That the Waste Flow Committee hereby is charged with reviewing the
current policy for GAT trade requests and creating a new revised policy to present
to the Board at the first board meeting in 2014.
{EP - 01447497 - v2 }
4
ADMINISTRATIVE REPORT – NEW CHARTERS, TRENDS IN MSW DELIVERIES
Greg Lounder discussed the overall trend of declining MSW deliveries and indicated that
more recycling should be expected in the future.
Ron Lear from the Wiscasset Transfer Station reported that Pine Tree has taken oneseventh (1/7) of the tonnage (364 tons) after the push for mandatory recycling.
REPORT ON EVALUATION OF NEW MSW PROCESSING TECHNOLOGIES
George Aronson provided an update regarding the alternative technologies potentially
available to retrofit PERC in order to increase efficiency and reduce costs. He reported that
approximately fifteen vendors were expected at the scheduled plant tour the following day, and
that while he may receive suggestions during the tour of potential improvements to the current
facility, formal proposals are not being requested at this time.
REMARKS FROM JOHN NOER OF USA ENERGY
Jon Noer of USA Energy addressed the Board and reiterated Peter Prata’s indication that
May was the best month in the history of the plant, specifically regarding electrical performance.
He stated that employees have done a great job and they care about what they do, and that the
annual picnic is a way to thank their employees for their hard work.
EXECUTIVE SESSION
At 11:05 a.m., a motion was made and duly seconded to adjourn the meeting to executive
session pursuant to 1 M.R.S.A. §405(6)(E) for the purpose of discussing with legal counsel rights
and duties over certain contract matters related to potential negotiations with the PERC Partners.
Whereupon, it was unanimously:
VOTED: That the meeting is adjourned to executive session.
At 12:05 p.m., the executive session ended and the Board reconvened in regular session.
{EP - 01447497 - v2 }
5
Based on discussions held in executive session, a motion was made, and duly seconded,
to adjust the 2013 Operating Budget in the amount of $154,000 to fund post 2018 planning
activities. Whereupon, it was unanimously:
VOTED: That the 2014 Operating Budget be adjusted in the amount of $154,000
to fund post 2018 planning activities.
Based on discussions held in executive session, upon motion made and duly seconded, it
was unanimously:
VOTED: That the 2013 MRC Budget be amended to reflect that $250,000* be
transferred from the Custody Account to the Operating Account to fund approved
budget expenditures, to be replenished from the Operating Budget Stabilization
Account at a future date.
*$96,000 per 2013 budget and $154,000 supplemental budget appropriation. The transfer
of $800,000 from the Custody Account approved earlier in the meeting was adjusted to be
comprised of a $550,000 transfer to the Tip Fee Stabilization Account and a $250,000 transfer to
the MRC Operating Fund, to be replenished from the Operating Budget Stabilization Account at
a future date.
At 12:10 p.m., the Board recessed for lunch.
At 1:05p.m., the Board reconvened in regular session.
SECOND EXECUTIVE SESSION
At 1:05 p.m., a motion was made and duly seconded to adjourn the meeting to executive
session pursuant to 1 M.R.S.A. §405(6)(E) for the purpose of discussing with legal counsel rights
and duties over certain contract matters related to potential negotiations with the PERC Partners.
Whereupon, it was unanimously:
VOTED: That the meeting is adjourned to executive session.
At 2:20 p.m., the executive session ended and the Board reconvened in regular session.
{EP - 01447497 - v2 }
6
After discussion, upon motion duly made and seconded, it was unanimously:
VOTED: That the Communications Committee hereby is authorized to finalize
selection of a communications firm, and the Director of the Communications
Committee or Executive Director is hereby authorized to execute a contract with
the firm selected in an amount not to exceed $20,000.
There being no further business to come before the Board, the meeting adjourned at
2:25 p.m.
Respectively submitted,
______________/S/_________________
Jennifer S. Baroletti
Dated: October 23, 2013
Adopted by unanimous vote 8-0
{EP - 01447497 - v2 }
7