AFFIDAVIT

State of Massachusetts
Plymouth County .
Deans Gwe Lian ¥ being first duly sworn, deposes and says that

‘he is employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,
‘Massachusetts; that he is:paid onan hourly basis; and that he received 4 request for
donations to Covanta Energy Corporation Political Action Committee on or about the.
first quarter of 2008, ,

Dennis Cr lLanst

Subscribed and sworn to before me, the undersigned notary public, this S| day —

‘Notary Public

MY COMMISSION EXPIRES:@-24 ~t Lowe



ATTACHMENT 1



Regulations Regarding Solicitations From Employees” (Attachment A); and (b) the FEC’s April
2, 2009, “Factual and Legal Analysis” supporting a determination to close the file in this matter
(Attachment B). These documents are attached both for the convenience of the Court and in
view of their importance to the matters at issue.”
JURISDICTION AND VENUE

3. This action arises under, and jurisdiction is conferred on this Court by virtue of, the
Federal Election Campaign Act of 1971 (“FECA”), 2 U.S.C. § 437g(a)(8), which provides in
pertinent part that “Any party aggrieved by an order of the [Federal Election] Commission
dismissing a complaint filed by such party under paragraph (1)... may file a petition with the
United States District Court for the District of Columbia.” 2 U.S.C. § 437g(a)(8)(A). This
action involves an actual controversy between the parties, and pursuant to
2 U.S.C. § 437g(a)(8)(C), this Court “may declare that the dismissal of the complaint... is
contrary to law, and may direct the Commission to conform with such declaration within 30
days.”

4. Venue is proper in this Court pursuant to FECA, 2 U.S.C. § 437g(a)(8)(A).

PRELIMINARY STATEMENT

5. This is a statutorily-authorized petition for review of Defendant Commission’s
dismissal of an administrative complaint filed by Plaintiff Local 369, Utility Workers Union of
America, AFL-CIO. That Complaint alleged that Covanta had violated FEC regulatory
requirements set forth at 11 C.F.R. §§ 114.6 et seg. The Commission dismissed Local 369’s
Complaint, finding in its April 20 Order that Local 369 had failed to demonstrate that material in

an employee handbook, the Covanta “Policy of Business Conduct” (“Policy” or “Handbook”),

? In addition, we have attached hereto the “Corporate Disclosure Certificate” required by Local Rule 7.1 and a
Certificate of Service.


‘Covanta Holding Corporation,
Policy of Business Conduct

Integrity ‘of. Finaneial Statemients

Integrity of Reports Filed with the Securities And Exchange Commit
Internal Accounting: Controls’
Disclosure: Contrals.....
Auditor ‘Conflicts. of ‘Interest
Prohibited Services by the Covanta’
Relationships with Auditors and‘Inside ‘Accountants
Prohibited Loans to 'Directors and Executive Officers
Conflicts of Interest .,
Outside Employment “
Related Party Transactions .
Political Contributions/Lobbying
Dealing'with Government Officials
Gifis:and Entertainment ..:.40.
‘Improper Payments to: Government Officials, Political Partios aid Candidates
Finder's and Agent’s Fees

Policy of Business Conduct 2
‘September, 2007


connection with a business meéting, Such’ guidelines may contain express. exemptions which may allow a
federal, state, or local government employee, agent or official to accept a gift which is below.a certain
dollar amount (individually and aggregating all other gifts in a.given year) and thus.considered nominal in
value.

If you deal withemployees, agents, or officials of federal, state, local, ‘or foreign governments:on a
regular basis, obtain a copy of their governing ethics guide or rules, ifany. The regulations may vary
“among the different agencies, and no gifts, entertainment, transportation, lodging, refreshments or meals
may be provided unless expressly-authorized by law or'the agency’s stated policy. Note that it is always
important to avoid even the appearance of impropriety.

‘These tules are complex. It may'be difficult to-establish that gifts are not made for improper purposes and
{6 dvoid any appearance of impropriety: Therefore, it is our policy not to.entertain or to provide
meals or refreshments or to offer, promisé or make any gift to any government employee, agent or
official federal, state or local public authority or foreign government, unless they are:

(@) customary and legal under applicable‘laws and regulations;

(b) nominal in value,

(c) in the-case of entertainment, meals, tratisportation, lodging, or refteshments, provided solely
for the purpose:of discussing matters affecting our legitimate business interest; and

@) reported as required by. applicable-laws and regulations.

‘Af you have any doubts-at all about whether any-ex fité ‘meets the Tequitements outlined above, and
‘many case if the expenditure exceeds $50, contact our Gerieral’ Counsel.

Gifts, backs, or bribes for the:purpose of influencing the business decisions of employees of
oustomiers in the United States is illegal under state commercial bribery laws and may bea violation-of
federal laws, You'may not make:this.kind of gift or payment under any circumstances.

Federal law restricts the extent of the deductibility of gifts to private sector custoniets or suppliers. We
strongly discourage gifts made by-or on behalf of Covanta in excess of $100 per year to any individual,
but in the.event a gift is proposed to be made in:excess:of this amount, approval must be secured.in
advatice’from our General Counsel,

Gifis should be reviewed in the context of the following criteria:

* Gifts in the-form of cash, stocks, bonds (or'similar types of items) are unacceptable, under any
circumstances.

© Gifts must be in accordance with normally accepted business practices and applicable laws, and
comply with the policies of the organization employing the recipient.

© Subsequent,public disclosure of all facts should not be embarrassing to us.
Ini entertaining private séctor customers or suppliets, lavish expenditures are to be avoided. The cost'and
nature of the entertainment should be planned and carried:out ina way which appropriately and:

reasonably furthers the conduct of our business, Employees of potential private séctor customers may be

Policy of Business Conduct 13
September, 2007


ATTACHMENT A



Our financial statements and other finatcial information publicly disclosed must be fairly presented.in all
material respects. Our financial statements, including the notes; and other information contained in our
public reports must:

* reflect the selection of appropriate accounting standards;

¢ reflect: compliance with applicable insurance laws and’regulations and the preparation of our
‘National American Insurance:Company of California (and its subsidiaries) financial. statements
pursuant to statutory accounting-requirements:applicable to‘our insurance business;

©: ‘properly apply these 'standards; and

disclose financial information that is‘informative and reasonably reflects the.underlying
‘transactions and‘events,

‘Additional disclosures should be'included to provide the user with a materially accurate picture of our
finaneial condition, results. of operations and.cash:flows.

Ifyou-aré concerned about questionable-accounting or ‘auditing practices you should address that:concern
‘to your immediate:supervisor. If you'arenot satisfied that such supervisor has adequately addressed the
‘concern or you are worried about retaliation, please communicate those concems to our Chief Accouuiting
Officer, Chief Financial Officer, General Counsel, or Chief Executive Officer.

inthe alternative; you may also report concems anoriymouslyas provided inthis policy.

Our Chief Financial Officer will receive, retain and réspond ds he'or she deems'appropriate to complaints
received regarding accounting, intemal accounting: is or auditing matters. He or she'will at each
meeting of the: Audit Committee communicate any:such complaints received since the committee’s last
meeting tothe committee, :

Integrity of Reports Fled with the Sevurities Exchange Commission

We ‘will riot file with the Securities and Exchange Contmission atty report that contains any material
misstatement or omission. Our reports will contain all material information and otherwise meet all the
requirements of the Secutities and Exchange Commission for that report.. If You assist in the preparation
of reports filed with the Securities and Exchange Commission you must kéep this objective in mind:and
Should discuss any concéins you Have in this regard with your supervisor, the Chief Accounting Officer,
‘the f Finanicial Offiver, the’ General Counsel or the Chief Executive Officer. You may also-report
concerns anonymously as provided in this policy.

Internal Accounting Controls

In compliance with federal law relating to public corporations, we design and maintain'a system of
internal accounting controls sufficient to provide assurance that (a) transactions are executed in
decordance With management’s general or specific authorizali transactions are recorded.as
Hiecessary to:permit preparation of financial statements in-conformity with generally accepted accounting
principles or other criteria applicable to:such statements and to maintain. accounting principles or other
criteria applicable to- such statements and to maintain accountability for assets; (c) access to such assets Is
permitted only in accordance with management's general or specific authorizations; and (d) the recorded

Policy of Business Conduct 8
September, 2007


ATTACHMENT 4



IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA.

UTILITY WORKERS UNION OF AMERICA, LOCAL
369, AFL-CIO,

120 BAY STATE DRIVE

BRAINTREE, MA 02184

PLAINTIFF,
Civil Action No.
Vv.

FEDERAL ELECTION COMMISSION,
999 E STREET, N.W.,
WASHINGTON, D.C. 20463

DEFENDANT.

CERTIFICATE OF SERVICE
In accordance with Local Civil Rule 5.4(d) and Federal Rules of Civil Procedure Rule
5(b), I hereby certify that I have this day caused the foregoing document to be served upon the
following person via hand delivery and, separately, via first-class mail, postage prepaid:
Thomasenia P. Duncan
General Counsel
Federal Election Commission
999 E Street NW
Washington, D.C. 20463
In addition, I hereby certify that I have this day caused the foregoing document to be sent

to the following persons via first-class mail, postage prepaid:


ATTACHMENT 7



COVANTA MA PAC OR | Gl NAL

40 LANE ROAD © FAIRFIELD, NJ 07004 0 973:882-9000

at March 6,-2008
Dear Fellow Employee:

Lneed your help on ari isstie that is ‘very important to. our business. The Massachusetts Covanta
PAC (“‘Covanta MA PAC”) was created to support the goals and objectives of Covanta Energy Group and.
its employees:and shareholders through Political activism, The PAC is vital to our business because it
enables us us to:support candidates. who understand our issues:and whose decisions directly. affeot the way
‘we do business,

Thekey to:Covanta MA PAC’s success is your participation. Policymakers often create
‘Opportunities, make laws, and add or reduce regulatory burdens when they act, When this happens, our
business ‘environment can be changed substantially. This is why it is.crucial that Covanta continues to
have a.presence among policymakers in Massachusetts.

By:strategically. supporting elected officials and candidates based:on their committee
‘assignments, leadership positions, and voting records, the Covanta MA PAC supports Covanita’s business
‘interests and contributes to its future success.

In today’s highly sorutinized legislative-and regulatory environment, it is esseiitial that Covanta
‘become expert in:determining how government interacts: business:. This means participating ih
‘the political process to assure that public’ officials in positions that affect’ Covanta understand our business
‘and the policy and regulatory concems which ‘we face.

A pledge card is:attached for your review. Please.take a moment and carefully take a look at it.
‘Participation in the Covanta MA PAC is volufitary, Your decision regarding participation in the Covanta
MA PAC will not affect your employment or future prospects with Covanta.

‘You-can;join the Covanita MA PAC by authotizing’a payroll deduction or writing a personal
check:to the PAC, payable:to “Covanta MA PAC”. Althoughi there is no minimum contribution required,
-weenicouragé:you to-consider the contribution guidelines'provided on the attached contribution card.

To assure that: we Taunch our efforts ‘as Soon’ anon we ask that Youreview the attached
ret di

T hope you will give serious consideration to this request fora contribution to the Covanta
‘MA PAC to make sure our voices are heard!

‘Thank you for your time and consideration.

Sincerely;

AKL

Anthony J, Orlando:

Presidentiand CEO.

Covanta Energy Corporation
Enclosure
‘Covanes: MA PAC is a registered pottical committee in Massachusetts that contributes to candidates for state and local office.
‘Contributions are not deductible as charitable donations for federat tax purposes: All. contributions to Covanta MA PAC are

‘poluntary. The guidelines abave are niere suggestions and you may contribute more or less, or not contribute at all, witkout
‘concern: of favor, disfavor or reprisal from the corporation.
WASH,1736928.4


O7/17/2888 «87:57 7818484188 LOCAL 369 PAGE 81/82

UTILITY WORKERS UNION OF AMERICA
Local No. 369

f20;BAY STATEDRIVE + BRAINTREE, MA 02184
(781)-848-9740 (78) 848-9741
FAX (781).848-4108 .
ByFacsimileand USP,
July 10,2008 <x i

Joanne Pagliuca, Treasurer

Covanta Energy Corporation Political Action Committee
Conimittes Id: CO0142158

40 Lane Road

Faitfield, NJ 07007

Dear Ms. Pagliiica,

We are in receipt of David-Antchiarics email of Jély 7, 2008 confirming Covanta’s. deduction and
remittance to Local 369 as directed ‘by our member’s authorization. (Email attached) Additional the
Local takes note of Covanta Energy Corporation PAC’s correct name.

‘The Local understands’ that the second part of our request may not be understood by Covanta, The Local
desines to mike a solicitation to. all Covaiita: employed in.a similar matiner utilized by Covarita Energy
Corporation PAC. We widérstatid frona Oiit meeting last night that Covanta Enetgy Corporation PAC's
makes use of US mail:to:send its solicitation, Please inform us of how you wish to provide us that access,
We make use of a number of:mailing houses locally, which would be acceptable to-us, or we would be
agreeable to utilize the vendor Covanta uses,

Ifyou have any questions conceming the above request please contact me.

ce: G, Sullivan G, Fabich D. Anechiarico J. Walker 4; le

Separate Segregated Funds
Page 1 of 2


”

COVANTA

POLICY OF BUSINESS CONDUCT

September, 2007

Policy of Business Conduct
September, 2007


Irwin Raij

Wendy Arends

Foley & Lardner LLP

3000 K Street NW, Suite 500

Washington, D.C. 20007

(Counsel for Covanta Energy Corporation)

Dated on this 1st day of June, 2009.

Respectfully submitted,

Qey QL __

Scott H. Strauss (D.C. Bar No. 358901)

Attorney for
Local 369, Utility Workers Union of
America, AFL-CIO

Law Offices of:
Spiegel & McDiarmid LLP
1333 New Hampshire Avenue, NW
Washington, DC 20036
(202) 879-4000


SPIEGEL & MCDIARMID tur

GEORGE SPIEGEL (1919-1997) : ASSOCIATES
ROBERT C. MeDIARMID, 1333-NEW. HAMPSHIRE AVENUE, NW. STEPHEN C. PEARSOW
ROBERTA. JAGLON, WASHINGTON, DC 20036 ELAINE ©. LIPPMARN
VANES N: HORWOOD: 2.8, SEBHART
FRANCES E. FRANCIS RUBEN 0. Gor

exanea & crave WWW.SPIEGELMCD.cOM REBECCA J. BALOWIN,
THOMAS ©. TRAUGER SHARON COLEMAN

dons SORBET Tolophone 202.878.4000 VIVIAN CHUM ee
SCOTT A. STRAUSS Facéinilie 202.398.2866 OF COUNSEL

Usk g. DOWOEN E-maitiINFO@SPIEGELMCD.COM sanoaner x. ueaoLonick
Davin POMPER MEG WEISER

MARKS. HEGEOUS: Direct Dial 202:878.4035 JEFEREY.A, SCHWARZ
WALIAG & nuaNG {EMAIL‘SCOTT, STRAUSS@SPIEGELMCD-COM BARRY M, SMOLER

Pasco 0: udeseh teeerware

TICEMAN L. LAY.
LARISSA A. SHAMEAS

August 1, 2008

Raymond J, Carey

Orie Detroit Center

500 Woodward Ave., Suite:2700.
Detroit, MI 48226

Re:  Covanta Energy Corporation PAC
Dear Mr, Carey:

Weare writing, in response t6’your July 25, 2008 letter to David Leonardi régarding the
Covanta, Energy Corporation P. hich has been referred to us by Local 369; Your letter
states that “Local 369 is not entitled to solicit PAC contributions from-all employées of Covanta
because Covanta does not solicit contributions to its federal PAC from anyone other than its
stockholders, executives, and administrative personnel.” We disagree, As the position taken by
Covanta: Energy in your letter’ appears to. be premised on a factual mistake, and we write to
clarify what appear to be the'relevant facts at issue.

In fact, Covanita. employees: other than stockholders, executives, and administrative
petsonnel have received solicitations from the Covanta PAC this year. Mr. Leonardi explained.
as. much-in his-July 25:email-to Bob Mahoney, which is Attachment.A to this letter, Moreover,
and to dispel any dowbt, ine : ,
employees who have stated the same: thing, As such, it-was and remains the position of Local
369 that: Covanta Energy Corpe red utidet 11 C-F.R.. § 114(€)(4) to Have notified
Local 369: of this’ solicitation. This oversight can. be partially remedied by Covanta's prompt
compliance with the requirements of 11 C.F.R. § 114(e)(3), as already requested by Local 369,

We ask that you share these materials with your client, and trust that they will
demonstrate. to'‘Covanta Energy that it has been operating under a mistake as to the relevant facts.

Th these:circumnstarices, we:see no basis for providing the written retraction sought in your
July 25 letter, for acceding to the demand that we cease and desist, from “further publication of
any false or defamatory statements,” or for the Company’s threat to pursue legal action. against
the UWUA, Local 369, or Mr. Leonardi. If Covanta Energy Corporation so wishes, Local 369 is
willing to-provide-a copy of this letter and its attachments to-the recipients of the July 18 letter.


* news of'a pending or proposed merger or acquisition;

* news of transactions in-our securities, such as an offering of stock, debt securities, ora tender
offer or exchange offer;

% declaration-of ‘a stock split or: dividend;

» ‘news of a'significant sale of assets or the disposition of a subsidiary;

© new project development;

* facts related to potential-litigation, etiforcement actions, regulatory compliance or the costs
associated with any of the foregoing;

© change in auditars. or auditor notification that we may no longer rély-on the auditor's audit report;

* changes:in executive management or our Board of Directors;

* gains or-losses of a:substantial customer or supplier;

tvas pending bankruptey, loan defaults or a final judgment

hews of any. other transaction or event that is likely to impact significantly our financial condition.
or performance.

‘When a sécurities transaction is subjectto scrutiny, it is. viewed after-the-faet, with the benefit of
hindsight. As a result; beforeengaging inany transaction, you should carefully consider how regulators
and others might view. the transaction-in hindsight,

‘Ally questions about whether certain information is material and/or nonpublic should be. directed to our
General Counsel. ‘If you violate:any of these: prohibitions, you may subject yourself, us, and our officers,
directors and supervisory persons'to civil and criminal liability,. Penalties may include a-civil penalty-of
Up to three times the profit gained or loss.avoided and'a criminal penalty of upto $1 million for:
individuals and $2:5 million for entities. ‘You'may-also’be subject to-a jail term of up to:ten years.
Violation of this policy is:a basis for.and may-result in: your immediate terminationof employment.

Our Guidelines.

We have established guidelines for our'directors, officers and employees: who desire to'engage in
‘transactions ‘involving. ‘our'stock, notes, bonds, debentures, options, warrants-and any other similar
instrument to, or derivative off the foregoing. We refer to these instruments collectively as “Company.
Securities”

All of our-directors, officers and employees (atid those of our subsidiaries) shall;
© Comply with all laws applicable to the trading of Company Securities;

¢ Subject to the exemption stated below, not buy or sell Company Securities at any time that they
possess Material Nonpublic Information relating to'Covanta or our businesses;

Policy of Business Conduct: 21
September, 2007


that “[a]ny contribution received from any other person will be returned to the donor”; and that
further information regarding an employee’s eligibility to participate was available from an
Alcatel PAC official. Jd. at 2-3. In analyzing the intranet communication, the FEC noted that
“the web page introducing the PAC site discourages attempts to contribute by stating that
contributions received from persons outside the restricted class will be retumed.” Jd. at 5. The
FEC found that the Alcatel intranet communication did not constitute a solicitation.

45. The Handbook is not limited as in the Alcatel situation. The Handbook refers to
donations from “eligible employees,” and not a restricted class. There is no description of the
class of employee considered “eligible,” nor is there a statement discouraging contributions from
ineligible employees.

46. In a concurring opinion issued in conjunction with Advisory Opinion 2000-07, FEC
Vice Chairman McDonald and Commissioner Thomas explained their view that the
communication at issue was not a solicitation because of the corporate policy of not accepting
contributions from persons outside the solicitable class and the public pronouncement of this
policy. Advisory Opinion 2000-07 (concurring opinion). By contrast, the Covanta Handbook
language does not attempt to discourage those who are ineligible from participating, and offers
no policy statement on employee eligibility. In fact, there is no effort in the Covanta Handbook
to describe, even in the most general terms, who might be an “eligible” employee.

47. Similarly, Commissioner Thomas and Vice Chairman McDonald also stated in
their separate opinion that the language of the communication at issue — that Alcatel “supports
the operation of” the separate segregated fund — arguably supports or encourages contribution.

Id. at 2. However, the statement did not constitute a solicitation in light of the other language

12


Court that the FEC’s Order dismissing Local 369’s complaint is contrary to law will redress the
harm by requiring the FEC to mandate that Covanta comply with the law.
BACKGROUND

16. Local 369 represents 135 employees at Covanta’s “SEMASS” generating facility.

17. SEMASS is a waste-to-energy plant located in West Wareham, MA.

18. On October 20, 2008, Local 369 filed a complaint (“FEC Complaint”) with the FEC
against Covanta Energy Corporation (“Covanta”), pursuant to 2 U.S.C. § 437g(a)(1) and
11C.F.R. § 111.4(a). A true and correct copy of the FEC Complaint is attached hereto as
Attachment A.

19. As set forth in more detail infra, the FEC Complaint, which included an affidavit of
Local 369 officer David Leonardi and numerous other attachments, alleged facts showing that
Covanta was in violation of 2 U.S.C. § 441b(b)(4) and FEC regulations set forth at
11 CFR. §§ 114.6 et seq.

20. As explained therein, in June 2008, Local 369 became aware, through conversations
between Mr. Leonardi and Covanta employees, that Covanta was apparently soliciting donations
from Covanta employees for its federal PAC. According to the Covanta employees, this
solicitation included the option of paycheck deductions.

21. A series of communications ensued between Mr. Leonardi and others associated
with Local 369 and Mr. David Anechiarico, Covanta’s Director of Human Resources,
concerning the existence of the solicitation and the interest on the part of Local 369 to likewise
have access to all Covanta employees for solicitation purposes in accordance with FECA. These
communications are attachments to Local 369’s FEC complaint, which is Attachment A to the

instant Petition.


ATTORNEYS AT LAW
FOLE Y ‘ONE DETROIT CENTER:
500 WOODWARD AVENUE; SUITE 2700
DETROIT, MI 48226-3489
FOLEY & LARDNER LLP DETROIT MI aoe
373.234.2800 FAX

foley.com

WRITER'S DIRECT LINE
313.234.7125
‘nearey@foley.com EMAIL.

CLIENT/MATTER. NUMBER
085511:0101

July 25, 2008

VIA TELEFAX & TAIL,

Mr, David Leonardi

Vice President, Local 369
UWUA, AFL-CIO.

120 Bay State Drive
Brainttee, MA 02184

Re: Covanita Energy Corporation PAC
Dear Mr, Leonardi:

We represent the legal interests. of Covanta Energy Corporation (‘Covanta”).
Correspondence ‘and-e-mails from Mr: Daniel F, Hurley; Secretary-Treasurer of UWUA. Local. 369,
and you: with Covanta representatives: related tothe Covanta Energy Corporation PAC and letters
written by you to the’Goverttor of Virginia and, various members of the Congress of the United
States have been forwarded to my attention for appropriate response.

On June 12, 2008, you requested on behalf of Local 369 that Covanta provide Local 369 with
aceess to its payroll: deduction process so that Local 369 members working at Covanta SEMASS
Lic may Use this to make-contributions to‘ Local 369"s ‘separate segregated fund(“PAC”), Covarita
timely complied with this request consistent with requirements of 11 C.F.R. 114.5(k). You also
requested in the June 12, 2008. letter and Mr. Hurley-réiterated this. in a letter, dated July 10, 2008,
that Covanta provide: Local 369 with access'to methods Covanta utilizes to’make:PAC solicitations
Of its-employees.._Mr. Hurley-statéd in his July 10,2008 letter that Local 369 seeks access’ because.it
intends to: solicit PAC contributions from. all Covanta employees, not just the Local 369 members
who are. employed only at Coyanta SEMASS, Covanta ‘declined this request ‘consistent with
discretion reserved to it urider apposite regulations ‘pertaining to Federal Elections and the Federal
Election Commission.

Contrary to assertions made by Mr. Hurley and you on behalf of Local 369, Local 369 is not
entitled to solicit PAC contributions from all employees of Covanta because Covanta does not solicit
contributions to its federal PAC from anyone other than its stockholders, executives and
administrative personnel. Accordingly, consistent with 11 C.F.R. 114, 6(e)(3)Gii), Covanta is not
tequired to make its solicitation methods or the names and addresses.of its employees available to
Local 369 so that it may solicit contributions from non Local 369: members for its PAC,

BOSTON JACKSONVILLE New vont ‘SAN FRANCISCO TOKYO.
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CENTURY CITY. MAISON sheraitero SILICON VALLEY.

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DETR.990646.1


* Nothing is more important than health and safety ...not production, not throughput,
not profits.

© Accidents; illnesses and injuries‘are preventable...they are not inevitable.

* Health-and’Safety 1s’ management responstbility...and health and safety can be

managed.
« Health and Safety is an individual responsibility...and.a.condition of employment,
© Health and Safety is a way of life...around the clock, both on and off the job.
« Every task must be performed with a. concern for health and safety...for ourselves,
‘our fellow employees, our-contractors, our visitors, our customers and the communities in
which:we operate.
‘Our environmental policy is‘embodied in five principles;

© Protections:. We will to.conduct our business if an environmentally'sound manner that is
protective of huiman health and the environment.

° Compliance. . We will manage our work tovassure compliance with all applicable
environmental regulations and requirements,

* Conservation... We will minimize impact to the environment by encouraging pollution
‘prevention source, waste minimization,’ facilitating use‘of recycling opportunities
sand responsible : disposal: -of any production by-products.

© ‘Qualification... We will ensure that all employees have the necessary information,
Tesources and training to make informed environmental decisions.

* Commitment... We are committéd to be an industry leader in environmental protection by
-achieving superior awareness and performance:

Accurate Books:and Records

‘Our books, records and-accounts must: accurately, fairly and.in reasonable detail reflect transactions and
dispositions of assets, We donot establish or-maintain for any reason: unrecorded funds or-assets,
domestically orabroad, Wedo'not make.for any.reason false, artificial or misleading entries in our books
and records (including tax: returns). ‘We donot engage in any arrangement that results in these prohibited
‘acts. We-do'not effect transactions or make payments, domestically or abroad, with the intention or.

understanding that the transaction or payment is:other than.as described in the documentation evidencing
the transaction or supporting the payment.

If you believe any such fund, asset, entry, transaction or payment might exist,-you should immediately
‘contact‘our General Counsel or respond as provided in this policy.

Litegrity of Financial Statements and Financial Information

Policy:of Business Conduct 7
September, 2007


‘We belong to trade associations only when such groups contribute significant benefits to justify the time
and cost of membership or support.. Trade associations, by their nature, involve meetings and discussions
‘with competitors, and care must be taken to avoid antitrust problenis (see antitrust guidelines above).

Failure to observe these guidelines:can result in serious liability tous and to the individuals involved and
will generally result in termination,

‘The senior manager in'the business unit joining a trade association must maintain the following
information:

© theme of each trade association of which we are a member pertaining to-his or her business
unit}

¢ a-copy’of'all communications made to trade associations; and
© all requests for dues, payment end other contributions to trade associations.

‘You may not'attend any trade’association meeting unless you have been properly briefed’as to‘our policy
with regard to, trade associations.

‘You miay not becoine an officer in any trade association without first securing permission from our
General Counsel,

Joint action which is legal winder the antitrust laws is not made Tegal because it occurs as-an outgrowth of
trade association participation. You should not answer trade aésociation questionnaires asking for
information rélating to prices or otlier terms arid conditions of sale or purchase, All such questionnaires
‘must be forwarded to our General Counsel.

If at any trade association meeting which you are attending the subject of pricing, bidding, territorial-or
customer allocation of refusal to deal is ‘mentioned in ahy form or manner, you must! ‘leave the meeting:

if ‘(be Sure’ that the other attendees will remember that:
youlef), You'must report the.cireumstances 10. enteral Counsel so that proper corrective action
(which may include-membership termination) :can be taken, Our guidelines'with respect to trade _
ass6ciations must be adhered to:by:you while you attend conferences, trade: conventions, or any other

‘Sales Practices

An employee should never knowingly misrepresent any of our products:or services or the product:or
service of a competitor.

Intellectual Property and Confidential Information.

‘Trade ’sectets, patents, trademarks and othier confidential business information (such as technical
standards, Secret processes, engineering, new’ products, research work or developments ‘and other non-
public:aspects of our businesses) as well as lists of customers and suppliers represent our intellectual
property, and are among our most valuable corporate assets. You.should not use such information for.
your own benefit or give it to others. Care must be taken to avoid inadvertent as well as intentional

Policy of Business Conduct 16
September, 2007


IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UTILITY WORKERS UNION OF AMERICA, LOCAL
369, AFL-CIO,

120 BAY STATE DRIVE

BRAINTREE, MA 02184

PLAINTIFF,
Civil Action No.
Vv.

FEDERAL ELECTION COMMISSION,
999 E STREET, N.W.,
WASHINGTON, D.C. 20463

DEFENDANT.

COMPLAINT AND PETITION FOR REVIEW OF
FEDERAL ELECTION COMMISSION ORDER
DISMISSING COMPLAINT

1. Pursuant to 2 U.S.C. § 437g(a)(8), Plaintiff, Local 369, Utility Workers Union of
America, AFL-CIO (“Local 369”), by its undersigned counsel, files this Petition seeking (a) this
Court’s review of the Federal Election Commission’s (“Commission” or “FEC”) April 2, 2009,
dismissal of an October 20, 2008,' complaint filed with the Commission by Local 369 against
Covanta Energy Corporation (“Covanta” or “the Company”); (b) a declaration by this Court that
the Commission’s dismissal of Local 369’s Complaint was contrary to law; and (c) an Order
directing the Commission to conform with this Court’s declaration within 30 days of the issuance
of the Order.

2. Local 369 is including two attachments to this Petition: (a) Local 369’s October 20,

2008, Complaint ... Against Covanta Energy Corporation for Violations of Commission

' Local 369’s complaint was dated October 7, but considered “filed” as of October 20, the date on which Local 369


8. Plaintiff Local 369 maintains its principal office at 120 Bay State Drive, Braintree,
MA 02184.

9. Defendant Federal Election Commission (“FEC”) is the agency designated by FECA
to enforce the provisions of FECA, 2 U.S.C. § 437c(b). Except as provided under
2 U.S.C. § 437g(a)(8), the FEC has exclusive jurisdiction with respect to the civil enforcement of
FECA. 2 U.S.C. § 437c(b)(1).

10. Defendant Federal Election Commission maintains its principal office at 999 E
Street, N.W., Washington, DC 20463, within the territorial jurisdiction of this Court.

STANDING

11. Local 369 represents the interests of Covanta employees, which are at times adverse
to the interests of Covanta itself.

12. Local 369 seeks to ensure Covanta’s compliance with all applicable laws, including
FEC regulations. Those regulations require, in the event of a solicitation, that Local 369 be
afforded employee access through similar means. Through its actions before the Commission
and this Court, Local 369 seeks to enforce its rights to such access.

13. Local 369 is harmed by the solicitation of funds for Covanta’s federal PAC without
permitting Local 369 the corresponding access to Covanta employees that is required by law.

14. Covanta’s failure to notify Local 369 of its intended solicitation of employees
outside its restricted class, and Covanta’s failure to make the same solicitation method available
to Local 369, harm Local 369 by making it more difficult for Local 369 to compete with Covanta
in collecting funds and in advocating policy positions.

15. The FEC’s dismissal of Local 369’s Complaint allows Covanta to continue to act

contrary to its legal obligations and to harm Local 369 as set forth above. A declaration by this


ATTACHMENT 3



account plans (such as our 401(K) plan). Blackout periods occur if, for more than. three (3) consecutive
days, the ability:of at Jeast'50 percent of the plan participants or beneficiaries to trade in‘ Company
Securities is temporarily’suspended. This prohibition does not apply-to Company Securities acquired on
the open market and sold-during a blackout period.and, does not apply to, any blackout periods
incorporated into an individual account plan and timely disclosed to employees before becoming
participants under such plan.

In the event that ‘a Designated Person's relationship with us is terminated for any reason at a time when he
‘or she is otherwise prol ibited from trading in Company Securities because of a blackout period or the
‘absence of'an open wi ‘period, former Designated. ‘Person shall remain subject those
festrictions for the duration of stich blackout period or until the next available‘open window period,

In Addition, our difectors and certain of our dfficers thay be subject to the provisions of Section 16 ofthe
Securities Exchange Act of 1934, ‘These provisions require, among other things, reporting of ‘acquisitions
and dispositions of Company Sectrrities. They lsd require thie recovery by us of “short-swing profits,”
‘the profit an individual may be deemed to have obtained from purchasing or selling Company Securities
within the preceding six:months.of an offsetting transaction in Company Securities unless ‘the trans
‘is exempt under Section 16(b) of the 1934 Act, Liability urider'Section 16(b) is based upon. “bright ‘line”
rules'and cannot be.avoided by showing thatthe director or officer involved did not in fact possess any
‘Material Nonpublic Information.

Limited Exemption for Pre-Approved Trades.

Rule 1065-1 of the Securities Exchange Act of 1934 permits, in-very limited circumstances, a director,
officer and employee'to buy or sell. Company Securities at:times'that he or she possesses Material:
Nonpublic: Information. ‘Such. circumstances are: Aimited to:situations only where there exists: binding
contract, written instructions regarding, purchases or'sales:to a‘third party, or a.written plan regarding
trading, that was ‘entered into’at a'time-when the person did not possess Material Nonpublic Information:
In each case these contracts, instructions:or ‘plans must:mect detailed legal requirements, You may: not
sely on Rule'10b5-1 in undertaking any transaction that would otherwise be in violation of this policy
unless you haye first received the-approval of our General Counsel or‘his or her delegate.

VIOLATIONS OF ‘ANY OF THE FOREGOING CAN LEAD-TO SIGNIFICANT FINES,
IMPRISONMENT AND OTHER PENALTIES FOR: THOSE INDIVIDUALS INVOLVED. FAILURE
TO STRICTLY ADHERE TO THIS POLICY WILL RESULT IN SERIOUS CONSEQUENCES AND
MAY RESULT IN TERMINATION OF EMPLOYMENT.

‘Record Retention

You must be aware‘of the reqiiirements of out record retention policy and adhere to its terms. Copies of
the'policy may be obtained from our Human Resources Department.

Notwithstanding anything in the document retention: policy, you'may not destroy, mutilate, conceal, cover
», , falsify, or'make.a false entry in any record, document, or tangible object with the intent to impede,
obstruct, or influence the investigation or other inquiry of a government agency. Failure to adhere to this
rule is not only a serious breach of our policy but also a serious violation of law which may result in large
fines or extended jail sentences.

Policy-of Business Conduct 23
September, 2007


* “Display of inappropriate photographis, cartoons or other inappropriate materials;
* Rude actions or leering; and/or

* Any other verbal or physical conduct which has the effect of treating an employee or employees
differently from other employees on the basis of, ‘gender.

Other Prohibited Harassment: Harassment because of an individual's ‘race, religion, color, national
origin, ethnicity, nationality, agé, mirital status, gender, sexual orientation, handicap. or disability,
mmilitary service or any other status protected by law is‘also unlawfal'and is prohibited by us: Examples of
harassment could include, but are not limited to, the following:

* Ethnic or other jokes or remarks relating to a specific protectéd group;

* ‘Kidding, joking, teasing or other verbal abuse relating to:an individual’s protected status;

* Cartoons, e-mail or other communications reférencing‘a person’s protected status;

* The use of slang, derogatory or demeaning language; and/or

*  Physical-or other conduct aimed ata particular person as a result of their protected status.
Action to be taken

~All eniployees, anid particularly, managers, have a responsibility of keeping our work environment fiee of
discrimination and harassment,

If you want to teport an incident of sexual or other unlawful harassment, you should take the followirig
action:

Report the incident or complaint to. your manager. If the manager is unavailable; is the subject of.
the complaint, or does not resolve ‘the problem satisfactorily, you should contact your Vice
President — Human Resources.

teprisal or intimidation a5.a-result of using the internal complaint procedure ot ‘cooperating with the:
‘Anyestigation into a complaint of harassment or discrimination:
‘who retaliates against an employee for making an internal compl
an internal complaint will be subject to appropriate dis
termination of employment. Ail employees are required to

Upon completion of the investigation, we will examine the evidence-and decide what course of action: to
‘take. If it is determined that an employee has discriminated or is discriminating against or harassing
another employee, appropriate disciplinary action will be taken, up toand incInding discharge.
Retaliation

‘We prohibit retaliation against’an employee who has filed, in good faith, a complaint under this policy or
under any law or for assisting in a complaint investigation. Any supervisor or member of management

Policy of Business Conduct 18
September, 2007'


PRAYER FOR RELIEF

WHEREFORE, Plaintiff Local 369 respectfully requests that this Court:

1. Enter an order declaring that the FEC’s dismissal of Local 369’s administrative

Complaint is contrary to law under and within the meaning of the FECA,

2 U.S.C. § 437g(a)(8)(C);

2. Direct the FEC to conform with such declaration within thirty days; and

3. Grant Plaintiff Local 369 such other and further relief as the Court deems just and

proper.

Respectfully submitted,

Qioe 4. Qo

Scott H. Strauss (D.C. Bar No. 358901)
Attorney for
Local 369

Utility Workers Union of America,
AFL-CIO

Law Offices of:
Spiegel & McDiarmid LLP
1333 New Hampshire Avenue, NW
Washington, DC 20036
(202) 879-4000

June 1, 2009

16


AFFIDAVIT

State of Massachusetts

SS:

we

Plymouth County . .
fran irr , being first duly sworn, deposes and says that

heis:employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,

Massachusetts; that he is paid on an hourly basis; and that he received a request for

donations to Covanta Energy Corporation Political: Action Committee on or about the.
first quarter of 2008.

£ Than by UVvTn
[Name of affiant]

[Signed]

Subscribed and sworn to before me, the undersigned notary public, this3[_ day
of July;-2008. ‘



FEDERAL ELECTION COMMISSION
WASHINGTON, D.C. 20463

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Mr. Scott H. Strauss, Esq. APR 4 5 2009
Spiegel & McDiarmid, LLP

1333 New Hampshire Avenue, NW

Washington, DC 20036

RE: MUR 6100
Covanta Energy Corp.
Dear Mr. Strauss:

On April 2, 2009, the Federal Election Commission reviewed the allegations in your
complaint dated October 20, 2008, and found that on the basis of the information provided in
your complaint, and information provided by the respondents, there is no reason to believe
Covanta Energy Corporation, Covanta Energy Corporation Political Action Fund and Joanne
Pagliuca, in her official capacity as treasurer, violated 11 C.F.R. § 114.6. Accordingly, on April
2, 2009, the Commission closed the file in this matter.

Documents related to the case will be placed on the public record within 30 days. See
Statement of Policy Regarding Disclosure of Closed Enforcement and Related Files,
68 Fed, Reg. 70,426 (Dec. 18, 2003). The Factual and Legal Analysis, which more fully
explains the Commission's findings is enclosed.

The Federal Election Campaign Act of 1971, as arnended, allows a complainant to seek
judicial review of the Commission's dismissal of this action. See 2 U.S.C. § 437g(a)(8).

Sincerely,

a)
Sidney e
Assistant General Counsel

Enclosure
Factual and Legal Analysis


accountability for assets is compared with existing assets at’ reasonable intervals and appropriate‘action is
taken with respect to'any differences.
‘Disclosure Controls

Itis the responsibility of our senior management, under the direction of the Chief ‘Executive Officer, the
‘Chief Financial Officer and the Chief Accounting Officer to establish and maintain disclosure controls
and procedures for the Company} to periodically review and evaluate such controls and procedures; and
‘to disclose to the Audit‘ Committee and to:our auditors any significant deficiencies in'the design or
‘weaknesses of intemal:controls, or fraud (regardless of materiality) involving persomis having a significant
role in the: Company's internal controls,

Disclosure controls are procedures désigned to identify information potentially subject to disclosure under
the Securities and:Exchange‘Commission’s niles, information relevant to an assessment of thé neéd to
disclose developments and risks pertaining to-our business, and iniformation that must be evaluated for
disclosure under the Securities'and Exchange Commission’s riles r: ing disclosure of material
inforaiation necessary to make statements reqiiired-in Comission reports not misleading.

‘We Kave.a Disclosure Controls Policy. If you are involved in the preparation of our reports required
under the federal securities laws, you'should be familiar with that policy, which may be obtained from
any mhember of the legal department. ;

Auditor Conflicts:of Interest

We will not retain a public accounting firm to perform -any audit service if’ thé Chief Executive Officer,
‘Chief Accounting Officer, Chief Financial Officer, or any person'serving in an equivalent position was
employed by that public account ‘atid participated in any capacity’ in the audit during the 3-year
period preceding the date:of the init cof the:andit.

Prohibited Services by Covanta’s.Auditors
We do not setain the public accounting firm auditing our books and:records to provide any ‘services in
addition to those pertaining to its audit without the consent of the Chief Financial Officer and the Audit
Committee,. In no event will we retain auditors to provide the:-following non-audit services:
’ «bookkeeping or other services related to our accounting records or financial statements;
* financial information systems design and implementation;
© appraisal or-valuation setvices; fairtiess opinions, or contribution-in-kind-reports;
‘© actuarial services unrelated to the audit;
© internal audit outsourcing services,
* manayement-functions or human resources;
broker or dealer; investment adviser, or investnient banking services;

@ legal services or expert services unrelated to the audit; or

Policy. of Business Conduct 9
September, 2007


ATTACHMENT 6



Attachment A deleted.


AFFIDAVIT

State of Massachusetts
Plymouth County

'
ead
&

Eola aad As LAWENOCR 2 being first duly ‘sworn, deposes and says that
-he is ‘employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,
Massachusetts; that he:is paid on an hourly-basis; and that he received .a request for
donations to Covanta Energy Conporation Politiéal Action Conimittce on or about the,
first quarter of 2008.

7 of ,
Livni fe [beliliea
[Name of affiant]

Signed]

* ‘Subsotibed and:sworn to before me, the’ undersigned notary mi, this 3] day
of July, 2008. -

MY COMMISSION EXPIRES: B/24/20] 4


Attachment B


The Comipatiy also has Written procedures which must be followed. before'a proposed political
contribution or expenditure is made or any action is taken regarding a contribution or expenditure, Only
our Director of Government Affairs may initiate these procedures,

Lobbying Activt

If you interact with federal, state, or local public officials on behalf of Covanta, you may be required to
register‘as a lobbyist at the federal, state, or local level. Federal, state, or local law may also require the
‘disclosure of any such interaction which qualifies as “lobbying activity.” ‘Such laws also'generally
prohibit the us ernment contract funds for lobbying activities:. You should not engage in lobbying
activities byists on our behalf without the prior. approval of our General ‘Counsel and our

irector of Governnent Affairs,

Dealing with Government Officials

Ifyou deal with federal, state, local or: foreign officials, you must avoid even the appearance'of
impropriety, Failure in this: regard can result in legal violations, loss'of business, as well as damaging
publicity for both Covanta and you.

Each govertiinental entity ‘has its own rules governing the:conduct of its employees. If you deal with such
Officials on. regular basis, obtain a copy of their governing ethics guide'or rules, if any. In addition, you
must be sensitive'to requests or comments by government ’o: ‘which tly appear perfectly proper but
jul b ion by other goverument-officials or the media. All
immediately with our Getieral Counsel.

ws and regulations place important restrictions oii the procurement Process, For
al law. its coinpeting contractors from solicit teceiving proprietary or source
Sélection information’ ‘prior to'the award of a contract; requires contractors to:maintain accurate records of
charges and to ensure that all cost and pricing data are current, accurate, and complete; and bars
employment discussion by contractors with procurement officials during the procurement process. Many
‘state and local laws impose similar requirements, If you deal with government agencies you should
familiarize yourself with these and other requirements under appropriate procurement laws,

ction of this booklet dealing with Gifts and Entertainment'for additional policies with
‘with governinental officials,

Gifts and Entertainment.

‘We follow ethical standards of behaVior in our dealings with our customets, both in the public and private
Sector, and with our siippliers.and service providers,

Public Sector Customers

Various federal, state, and local laws prohibit the offering, promising or giving of: anything of value to an
employee, agent or official of a federal, state, local or foreign government if the gift or- ‘gratuity is made
with an intent to itifluence such individual in the performance of an official act, or because of an. official
‘act pérforitied or to be performed’ by the public official. Federal, state and local public agencies have
developed detailed guidelines concerning when persons dealing with'a particular agency may properly
provide a public official with gifts, entertainment, refreshments, tratisportation, lodging or meals in

Policy of Business Conduct 12
September, 2007


* “Not buy orsell securities ‘of anyother company; if at the time they possess Material Nonpublic
Information relating to thiat company obtained during: the course of their service with us;

«Not directly or indirectly. (a) engage in “tipping” any Material Nonpublic Information conceming
Co ‘or our businesses to:anyone’or (b) communicate:Material Nonpublic Information:

concerning: Covanta or our businesses to any third party unless such communication is
appropriate’ under the circuimstatices and has been properly authorized by us, and unless the

person receiving the information has:agreed, in, writing if appropriate; to keep such information
confidential;

. ‘Not permit: any member of his.or her family or other household member (including spouses,
mitior:children or any other family members living in the same household) to engage in any of the
activities prohibited by this policy;

© Not engage in frequent or speculative trading of Company Securities;.

© -Notenigaye in short’sles of, or buying or selling of puts, calls or other derivatives of Company
Secuitities;

© ‘Not’submit any information aboutus: to any web-site:or “chat:line” unless:authorizéd by us to.do
So; and

© Eps tattisy are in compliance with this policy before engaging in any transaction involving

eportion Porm 10-1 K, and (iii)
it Ham Officer, or

Ifyou are a Designated Person, neither you nor your family members may putchasé, sell, or otherwise
‘acquire or transfer ay Company ‘Securities, unless:

© you trade during an “open window period”;-and

© you provide two (2) days” prior notice of such transaction to our General Counsel or his‘or her
delegate.

An “open window period” begins after one'(1) full trading day has:elapsed after (i) issuance via a press
release or other release to the financial wires of our earnings or.other financial information, or (ii) a filing
with the SEC of eamings and other financial information and any other material information regarding
Covanta or our subsidiaries or businesses, The open window period ends on the close of trading on the
30th calendar day following such release of earnings data. and other financial information, but no later
“than the first day 6f the:last mionth of any fiscal quarter;

In addition, Designated Persons may not directly or indirectly, purchase, geil or otherwise acquire or
transfer ‘any Company Securities during any period identified as.a “blackout period” under our individual

Policy of Business. Conduct 22
September,.2007


nFOLEY

FOLEY & LARDNER LLP

July 25, 2008
Page 2

You. knew or should have knowsi that Local 369 has no legal right to: solicit PAC
contributions from Covanta employees who are not members of Local 369, Despite'this, on July 18,
2008, you ‘wrote letters on behalf of Local 369 to the Governor of Virginia and various:members of
the Congress of the United States. These letters contain statements falsely accusing Covanta of
violating regulations governing Federal:Elections. and'the: Federal Election Commission. Each also
contains an avermént that the recipient received illegal contributions from: the Covarita Energy
Corporation PAC.

Covanta demands:that you send written retractions.of the false stateinents you published to
‘the recipients of your July'18, 2008 letters by August 1, 2008, and that'you immediately cease and
desist: from further publicat iy statements about Covanita or-its PAC.
Please send-copies' of the: 1 to demonstrate:'your compliance with
‘this demarid. Should you fe or refuse todo $0, Thave been instructed to: pursue.all available legal
remedies against.the UWUA, UWUA Local 369 and you.

RIC:rab,,

DETR_890646.1


constituted a solicitation of contributions to a Covanta-established, federal political action
committee (“PAC”).

6. Local 369 asks that this Court declare that the Commission’s ruling was contrary to
law. The material contained in the Covanta Handbook constitutes a “solicitation” of employee
donations to the Covanta federal PAC because the material: (a) notifies Covanta employees of
the existence of the Covanta federal PAC; (b) indicates Covanta’s support for the use of its
federal PAC; (c) explains that contributions can be made by “eligible employees,” without
limiting -who those might be; (d) invites employees to consult with Covanta’s Director of
Governmental Affairs or General Counsel to answer questions concerning specific contributions;
and (e) contains language that the FEC regulations require to be included in a solicitation.
Moreover, the employee Handbook material should have been considered by the Commission in
the context of Covanta’s separate and undisputed effort to solicit donations to its state political
action committee. Covanta has approached its employees and emphasized to them the
importance of Covanta’s involvement in political matters as well as their role in supporting that
activity. Given that communication, as well as the inclusion in the FEC complaint of several
affidavits from Covanta employees, each of whom asserts that he has received a request for a
donation to the “Covanta Energy Corporation Political Action Committee,” the FEC’s
conclusion was contrary to law.

PARTIES

7. Plaintiff Local 369 is a labor organization as defined by 2 U.S.C. § 441b(b)(1) and

11 C.F.R. § 114.1(d). Local 369 represents 135 employees at Covanta’s SEMASS facility (at the

time that the FEC Complaint was filed, Local 369 had 128 members at SEMASS).


ATTACHMENT 11



AFFIDAVIT

State of Massachusetts )
. = dss:
Plymouth County : )

Raden: TA, beiig first duly sworn, deposes and says that

he‘is employed by Covanta Energy Corporation ‘as at the SEMASS facility in Rochester,

‘Massachusetts; that he is paid on an hourly basis; and that he received a request for
donations to Covanta Energy Corporation Political Action Committee on or about the,

first quarter of 2008.

— Kobect A. Rodetgues IT
{Name of affiant] ©

Ble fhleal Ze Zn

va

‘Subscribed and sworn to before me, the undersigned notary public, this 2. day
of July, 2008. -



MUR 6100 5
Factual and Legal Analysis

1983-38, and 1982-65. The language in Covanta’s employee handbook appears to be merely a
statement that the PAC exists, not a solicitation. As such, the Commission finds no reason to
believe Covanta violated the Act based on this allegation. '

Based on reasonable explanations by Covanta and the lack of any corroborating
information from Local 369, the Commission finds no reason to believe Covanta or Covanta

PAC violated the Act in this matter.

' The premise posited in the complaint that the receipt of unitemized contributions is evidence of illegal solicitations
appears to be an unwarranted assumption without corroboration. Further, Covanta acknowledges in its response that
it offers members of its restricted class the option of contributing via payroll deduction. According to Covanta, this
“method of deduction typically results in small contribution amounts (under $200 in the aggregate for the calendar
year) which accounts for the number of unitemized contributions.”


UNITED STATES OF AMERICA
- BEFORE THE
FEDERAL ELECTION COMMISSION

Utility Workers Union of America;
Local 369
Complainant,
Matter Under Review No: ---
ve
Covanta Energy Corporation,
Respondent:

VERIFICATION
Coninionwealth.of Massachusetts ) ‘SS.

NOW, BEFORE ME, the undersigned authotity, ‘personally came and appeared,

David. Leonardi
That he is Executive Board/Vice President of Local 369, ‘Utility Workers Union of

America, AFL-CIO, that he has the authority to: verify the foregoing pleading on behalf
of UWUA Loéal No. 369, and that to-the best akin owledge; information, and belief,



-7-
Policy concerning federal PAC contributions are not shown only to new employees. The
Policy. states (at. page 25) that employees must annually execute a “Certificate of
Compliance” stating that they have “recently read” the document and.are:complying with
all of the policiés therein.”

Moreover, there: is other evidence indicating that such PAC contributions are
being solicited by Covanta. As of June 30, 2008, the Covanta PAC reported that it had
received. $3,355.53 in un-itemized contributions, or contributions, under, in aggregate,
$200 for the year. In 2007 the year total of un-itemized contributions was.$418, and in
2006 un-itemized ‘contributions was.$0,* Local 369:asserts that these small. contributions
are an indication of successful solicitations of Covanta employees,

" -Covanta's volicitation through its Policy document raises several issues. First,
; Section 114.6(c) of the Commission’s regulations, 11 C.F.R. § 114,6(c), states in
pertinent part that.a “solicitation under this section may be made only by mail ... to ...
employees at their residences.” Covanta’s solicitation by distribution of its “Policy” to
all employees, and, the requirement of annual certifications, does not comply with this
limitation.

Second, Sections 114.6(c)(1)-(3), 11 C..R. §§ 114,6(c)(1)-(3), contain

requirements that must be included in each such solicitation. None of those items are

> Wei note that the Covanta website appears to contain a different version of thé Policy: than the one
provided by Mr. Walker on'September'25. This other version’of the Polity does'nt contain the quoted
language regarding PAC  conittibutions. (The document tan be accessed at
http://www.covantaholding.com/uploads/11/File/PBC-Sept:2007-pdf.) Local 369 is uncertain of the
relationship, if any, between this document and the Policy provided to.us on September 25, 2008.

* These data can be'accessed at http://herndon 1.sdrdc.com/cgi-bin/fecimg/?C00142158.


ATTACHMENT 5



AFFIDAVIT

State of Massachusetts

Ss:

Seed

Plymouth County a : :
Hoch Cameron , being first duly sworn, deposes and says that
heis:employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,
Massachusetts; that he is paid-on an hourly basis; and that he recéived a request for
donations to Covanta Energy: Corporation Politi Action Conimittee on or about the.
first quarter of 2008. ,

Ho gh Cameron

[Name of affiant]

Qh Ga

{Signed}.

Subscribed and sworn to before me, the undersigned notary public, this] day
of July, 2008.



other service that the Public Company: Accounting Oversight Board determines, to be
impermissible.

If we retain duit aiiditors to provide any non-audit service we will'disclose this in our reports filed with the
Secutities and Exchange Commission, in-accordance with the: Commission’s rules.and forms. We have a
separate policy:-on the retention of auditors. to perform non-audit:services.. If you'are contemplating
Yetdining an-accounting firm to provide non-audit services you should be familiar with ‘that policy which
‘Can'be obtained from any member of the legal department.

Relationships with Auditors and Inside Accountants

Our directors; officers and’ ployees may not-do anything which would fraudulently influence, coerce,
manipulate, or misléad our inside accountarits or our outside-auditors for the purpose of rendering our

financial statements or Securities and Exchange Commission reports materially misleading. Our
irectors,.officers and employees may not give'any assignment to our auditors without the prior consent
of the Chief Financial Officer and the Audit Committee,

Prohibited Loans to Directors and Executive Officers

Except-as explicitly permitted Section 13 Exchange A ctof 1934, we will notiextend
‘OF maintain: credit; or-arrange for the extension 0! IEW sion of crédit, in'the form of a
Personal loan to or:for any of our ditectors ‘or executive’ officers (or equivalent thereof).

Conflicts of Interest

‘You should avoid any situation or interest which might interfere ‘With your judgment with respect to your
responsibilities to: Covanta, unless such situation or interest isapproved by our General Counsel and/or
Our Board of Directors or committee thereof, as applicable.

‘You-would hav

conflict of interest, for exaniple, if you (a) have a finaficial interest which could affect
}) gain personal enrichment through access.to corifidential information; or (c) ‘misuse

hus in'a way ‘which results in personal gain, You-would also have'a conflict of interest
‘Gncluditig spouses, minor children or any other family amembers living inthe

d) has a personal interest, direct, or indirect, in any of our suppliers, customers or’

‘Ifyou think you may havea conflict of interdst, you must disclose it to-our ‘General Counsel. After you:
have disclosed a potential conflict, a.determination will ‘be made'as to whether you should divest yourself
of the interest or whether your job furictions must be realigned.

You and the memibers of your immediate family (including spouses, minor children or any other family
members living in the same household) may not own an interest, direct or indirect, in any of our suppliers,
Customers’ or competitors, unless approved by our General.Counsel and/or our Board of Directors or
committee thereof, as applicable. ‘This does not apply tovan interest-of Up to two percent (2%) of the
‘outstanding stock of a corporation if such stock is available to: getieral public ona registered securities
exchange market. ‘You may not acquire a business opportunity which we may be intetésted in acquiring,
fanless by-our General Counsel and/or our Board of Directors’or committee theréof,-as

Outside Employment

Policy-of Business Conduct. 10
September, 2007


By Facsimile and U.S.P.S
June 12, 2008

Joanne Pagliuca, Treasurer

Covanta.Energy Corporation Political Action Committee
Committee Id: €00142158

40 Lane Road

Fairfield, NJ 07007

RE: LLCFR § 114.5 Separate Segregated Funds

Dear Ms. Pagliuca,

Local 369 herein requests to be provided access to the methods of any plan utilized by the
Covanta Entergy Corporation as required by 11 CFR § 114.5 Separate segregated funds,
(k) Availability of methods - subsection (1) requiring. corporations to make “payroll
deduction. plan, check-off system; ot other plan which deducts contributions from the
dividend.or payroll. checks” and “shall make the payroll deduction plan available to-the
labor’ organization” so as Local. 369 membets working at Covanta SEMASS may
contribute to Local 369’s segregated fund. Attached please find five (5) authorization
cards directed such funds transfer.

Please forward fund to:

Mr. Daniel Hutley, Secretary-Treasurer
UWUA Local 369

120 Bay State Drive,

Braintree, MA 02339

Payable to: UWUA LOCAL 369 COPE

Additionally, please identify the methods utilized by Covanta Entergy ‘Corporation in
making solicitation of its employees. ‘The Local is considering availing itself of one or
more of the methods utilized by the company to make segregated funds solicitation of all
Covanta.Entergy Corporation employees.

Separate Segregated Funds
Page 1 of 2


CERTIFICATE OF SERVICE

Thereby certify that Ihave this day caused the foregoing document to be
served upon the following’ persotis Via: first-class mail:

Tony Orlando

CEO

Covanta Energy Corporation
40 Lane Road

Fairfield, NJ 07004

Raymond J. Carey

Foley: & Lardner LLP

One Detroit'Center

400 Woodward Ave., Suite: 2700,
Detroit, MI 48226-3489

Dated on this 7" day of October, 2008,

Rebecca J. Baldwin

Law Offices of:
Spiegel & McDiarmid LLP
1333 New Hampshire Avenue, NW
Washington; DC 20036
(202) 879-4000


contained in the communication as well as corporate policies that explicitly restrict to whom the
solicitation is directed. Jd. Again, the language in the Covanta Handbook is not so limited.

48. In Advisory Opinion 1991-03, the FEC considered a quarterly newsletter to be sent
to employees’ homes by the TEX/CON PAC, and noted that “although Commission regulations
permit a separate segregated fund to accept an unsolicited contribution from a nonsolicitable
person (assuming it is otherwise lawful), informing any person of that right is a solicitation.”
Advisory Opinion 1991-03, at 2 (citing Explanation and Justification to 11 C.F.R. § 114.5(),
HLR. Doc. No. 95-44, 109). The proposed newsletter was not found to be a solicitation, because
it “refrain[ed] from discussing fundraising, employee monetary involvement..., or encouraging
such employee support.” Jd. at 3. Furthermore, the PAC’s proposed “disclaimer,” stating that
only employees could contribute to the PAC, was required to be revised “so as not to be
interpreted as an invitation for contributions from non-executive or non-administrative
employees.” Id. at 4. Covanta’s Handbook discusses providing contributions to the federal PAC
without explaining the scope of the term “eligible employees,” thereby offering a fairly open
“invitation” for employee contributions.

49. In Advisory Opinion 1988-02, the FEC stated that posting Chicago Board Options
Exchange [“CBOE”] PAC “receipt and disbursement reports filed with the [Federal Elections]
Commission,” Advisory Opinion 1988-02, at 2, on a bulletin board in an access-restricted area
did not constitute a solicitation because CBOE was a “passive conduit of information” and “the
information provided would neither encourage readers to support a separate segregated fund’s
activities nor facilitate making contributions to it.” Id. at 3. In contrast, Covanta’s Handbook,

especially in the context of its full discussion of Covanta’s political activities and the letter

13


You may not engage in-outside-employment or-activity which would conflict with Covanta’s interests, or
which would reduce your efficiency in performing your employment:duties'to us, unless such outside
employment or activity is approved by our General Counsel and/or our Board of Directors or committee
thereof, as applicable. ,

Related Party Transactions

Related parties include (a) an organization of which one of our officers 'or directors is also ani officer or
director; (6) an organization of which one of our officers or directors is the beneficial owner of ten
percent (10%) or more of any-class of securities; (c) any trust in which one of our officers or directors has
‘a substantial interest, or serves as trustee’or in a similar fiduciary capacity; or (d) any relative of one of
our officers or directors who may significantly influence:or be influenced by a business trafisaction with
‘an organization of which:he:or she is an officer or director.

Related parties may ‘not be presumed to:deal:with.one another at arm’s length. Therefore, if any orie of.
‘our officers or directors believes such'a:transaction exists or might occur that is other than.at'arm’s length,
‘full disclosure must. be made to:our Ge ‘Counsel, and such related party transaction must be.approved.
by’our General Counsel and/or‘our Board of Directors or committee thereof, as applicable.

Political Contritutions/Lobbying
Politicll Contribution

Federal, state, and local laws imposé various restrictions on political campaign contributions. Under
federal law a corporation may’ ‘not make political contributions to federal political candidates‘or campaign
cominittees, The extent to. which corporations are permitted to contribute to state political candidates or
campaign committees varies from State’ to-state:

‘We will only make political contributions and. expenditures if it is in our best interest and we determine
that thie proposed contribiition ‘or expenditure: s legal. tributions include ‘not only donations of éash
‘or property (€.g., monétary contribution to a campaign or'political committee, purchases of tickets t
political dinners, or paying for advertisements-on behalf of canididatés): but also the use of our facilities
and resources,

in general, employees are free to:make a personal contribution to any political candidates or
committees'as.an individual and not as a representative:of Covanta, subject to the individual
timitations.under state‘or federal law,. However, members.of our Board of Directors and‘our
officers: who contribute'as individuals to candidates for state office in New Jersey and Maryland,
may be subject to certain contribution limits and/or disclosure obligations. Contributions by
‘members of the Board, officers'and employees with managerial responsibilities for our Connecticut
facilities to candidates for certain state offices in Connecticut are prohibited,

The regulations relating to’political contributions are complex and changing. Prior to makingor
authorizing 4 Corporate contribution or authorizing the use of a ‘Covanta facility: or resource for political
purposes, please consult our Director of Governinental Affairs and our General Counsel. If you have. any
‘questions concerning:a personal. contribution, please contact our General Counsel.

‘Primarily in order to make contributions to federal political candidates or committees, we have
established a federal political action committee (or “PAC”). Contributions to the PAC by eligible
employees are voluntary. Whether an employee contributes or not results in no favor, disfavor or reprisal
from Covanta, The PAC will comply with all related federal and state laws.

Policy of Business Conduct Bs
‘September, 2007


‘disclosure. You must adhere tothe Confidentiality Agreement you signed when you joined Covanta, We
will treat: confidential. information of others that-we obtain pursuant to.an:agreement to maintain its
confidential nature in-accordance:with such agreements.

Equal Opportunity Employment/Harassment
(Amore detailed discussion of our policies‘on Equal Opportunity Employment and harassment
is set forth in'the Employee Handbook, to which you should also refer)

‘We aré an equal opportunity employer. We have and'will continue to rectuit, select, train, promote,
‘conipensate, transfer, discipline and take all other personnel actions without regard to race, color, religion,
national origin, ancestry, gendér, Sexual orientation, age, disability, marital’status, veteran status or any
other charactéristic protected by applicable law. We' will make reasonable accommodations to qualified
employees with disabilities in accordance with law.

We fully comply wittrall, government requirements agairist discrimination and harassinent and will'act
affirmatively, when necessary, to achieve these objectives, Ait eniployed fourid to have engaged in
discrimination.or harassment: against any personwill be subject to:appropriate disciplinary. action up to.
and including immediate termination of employrnent.

‘Harassmen: 1"

‘We want to'provide-a.work environment that is free:of:discrimination:and harassment of any kind, You
‘are‘responsible. for respecting the rights of your co-workers. Youshould treat-your co-workers with
‘dignity ‘and respect. Conduct ~ whether verbal, physical, visual or otherwise ~ that could be considered

offensive-or idating will not be tolerated. Anyone engaging in sexual or other harassment will be
i disciplinary action; up to and including immediate termination of employment.

protected characteristics ‘will not be tolerated,

Sexual Harassment;, Sexual harassment will riot be tolerated. Sexual harassment has been defined as
‘unwelcome ‘attention ‘directed-at an employee, ‘whether verbal, physical or demonstrative, as a'result of
‘that employee's gender which affects conditions or creates a hostile’ work environment,
‘Sexual harasstient includes, but is not limited to,: the followitig:

* “Unwelcome:sexual advances,

© Requestsfor.sexual acts'or favors;

« Comments made to individuals as a result of their gender;
‘* Inappropriate e-mails, jokes or sexually oriented language;
» Personal questions about sexual-or. social life;

© The use‘of subtle hints, suggestions or unseemly gestures;

Policy of Business Conduct 7
September, 2007


31. First, the Handbook language effectively invites contributions to Covanta’s federal
PAC, stating that “eligible employees” may make voluntary contributions.

32. Second, correspondence from Covanta counsel (included as Attachment 8 to the
Complaint) stating that “Covanta does not solicit contributions to its federal PAC from anyone
other than its stockholders, executives and administrative personnel” is incorrect. The Handbook
language is not so limited, and refers instead to contributions from “eligible employees.” The
Handbook is distributed to all employees, and not a restricted class of stockholders and
high-level personnel. All employees must annually execute a “Certificate of Compliance”
stating that they have “recently read” the document and are complying with all of the policies
therein. The Handbook contains no explanation of which employees are “eligible” to make
contributions and no notice that contributions from employees outside the restricted class will be
returned.

33. Third, the Handbook language indicates Covanta’s support for a separate Covanta
federal PAC, in that the language references its establishment, “[p]rimarily in order to make
contributions to federal political candidates or committees,” that political contributions and
expenditures will be made where in Covanta’s “best interest,” and that voluntary contributions
may be made by “eligible” employees.

34. Fourth, the Handbook refers to the contributions for activities at the state (and local)
levels, effectively linking the Handbook with Covanta’s direct appeal to employees for
contributions to the “Covanta MA PAC.”

35. Fifth, the Handbook language directs inquiries about political contributions to the

Company’s Director or Governmental (or Government) Affairs and its General Counsel.


‘© The background of the consultant and the relationship of the consultant to the. customer.
* The nature of the counterparty, especially whether it is a public entity.

* ‘The legality of paying success fees. (In many jurisdictions, the payment of success fees to'a
consultant to advocate on behalf of a bidders proposal is prohibited.)

‘Compensation to finders and agi

t ts must be by check paid directly to the consultant. Checks must never
‘be made payable'to cash or to.a thi

ry y z ‘atinosphere‘and intend to'continue'a
‘policy lawfal-and-dynanaic competition to our benefit tnd that of the economy as‘a‘whole,
It is fuidamental that we independently’ determing the pricing, ‘terms, Commissions, and other contractual
‘tems offered. téeustomers.. You should adhere to these principles and you should be sure that those
‘employees working for you'do as well.

‘Itis:important'to avoid the following:

'* discussing prices with competitors ~ ever;

© diseussitig or agreeing with competitors to restrict or increase levels of production;

© agrécing with competitors fo adhere to certain prices or otherwise restrict price;

© discussing or coordinating bidding with competitors;

* discussing customers, markets or territories with competitors;

“© réquiring.a customer to buy products only from us, without consulting our General Counsel;
~# discussing or agreeing with competitors:to boycott suppliers or customers;

“e: ‘offering customer ’prices:or terms more favorable:than.those offered competing:customers winless
justified by-cost'savings; the need to: meet competition or changed market conditions;

© Using one’ product as leverage to ‘force or indtice'a ‘customer to purchase another product; and/or
any concealment of wrongdoing; report it promptly to our General Counsel or as provided iin this policy.
Joint Ventures
‘Tn some Sittiations, joint activity witha competitot.is acceptable under the antitrust laws. However, it can
be:difficult to identify antitnist issues in this context, Accordingly, all joint ventures or joint activity with
‘any Competitor should be discussed in advance with our Gefieral Counsel.
Trade. Associations

Policy of Business: Conduct 1S
‘September, 2007


Speak Up!

IF YOU HAVE ANY CONCERNS, QUESTIONS OR SUGGESTIONS CONCERNING THE
POLICY OF BUSINESS:CONDUCT, YOU SHOULD REPORT THEM TO (1) YOUR
SUPERVISOR OR MANAGER; (11) THE GENERAL COUNSEL OR VICE PRESIDENT,
HUMAN RE! ‘OF YOUR BUSINESS UNIT;
A S "

LAT 7 TO ROBERT MONTELEONE,
"E PRESIDENT, HUMAN RESOURCES, AT 973-882-7153,

OR, IF YOU PREFER TO REMAIN ANONYMOUS, YOU CAN CONTACT:
THE NETWORK. 1-800-241-5689

Call Toll-Free From Any Location Any Time
You DO NOT have to:give your name.
For international calls,

)VANTA HOLDING CORPORATION

THE BOARD OF ‘DIRECTORS OF
PO Box7

Cassville Station
Jackson, NJ 08527

Information :reported to The Network or Covanta’s Audit Committee will’be handled.on @ confidential
anonymous basis. Onily the substance may: be referred to Covanta managemetit.

Covanta prohibits retaliation.against: anemployee who. has ‘le, in good faith, a:complaint under this
policy. or-under any law or for’assisting in'a complaint investigation, Any supervisor or member of
management who knows an‘employee is being harassed, discriminated o1 liated against and ‘fails to
address the situation or fails to notify higher management will be subject to disciplinary action.

Policy of Business: Conduct 26
September, 2007


State of. ‘Massachusetis )
. ~ 3 ss:
Plymouth County )

Ripe K. He AUS Yo being frst duly sworn, deposes and says that
he is employed by Covanta Energy’ orporationas at the SEMASS ‘facility in Rochester,

Massachusetts; that He is paid.on an hourly basis; and that he received, a request for
donations to Covanta ‘eerey Corporation P Political Action Continitiee on or about the.

Fae Yesacersp

~ PName of affiant]

first quarter of 2008.

[Signed]

zg, Biepsed and.sworn to before me, the wndersiged notary public, this. day

| (ek fii

Nota Public

MY COMMISSION Expires: ]24}20!


State of Massachusetts ; )

— + ss:
Plymouth County ) . .
| Cardosy , being first duly'sworn, deposes and says that

he is employed by Covanta Energy Corporation asat the SEMASS ‘facility in Rochester,
Massachusetts; that he is paid ori an. hourly basis; avid thathe teeeived @ request for
donations to: Coventa Euergy Corporation Political Action Committee on or about the,

first quarter of 2008.

Bev] Cactoso

[Name of affiant]

Subscribed and sworn to before me, the undersigned notary Publis this +3 doy
of July, 2008.

(Metis ti

MY COMMISSION ExPiREs: _8/2-4] 20/4


~3-
The Respondent to this Complaint is:
Covanta Energy Corporation
40‘Lane Road
Fairfield, NJ 07004
"The events at, issue: in this Complaint bear on Covanta’s activities at its 54 generating
plants located actoss the United States. Morte specifically, Local 369 represents 128

employees at Covanta’s “SEMASS” generating facility, which is located at:

141 Cranberry Highway
West Wareham, MA 02576

I. RECITATION OF FACTUAL BASIS FOR THE COMPLAINT

Ih accordance with Section 111.4(d)(3) of the ‘Commission’s regulations, 11
CER. § 111,4@)@), Local. 369 provides:the following recitation of the facts giving rise
to the relief requested herein:

UWUA Local 369 represents 128 employees working at the SEMASS facility
owned and operated by Covanta, SEMASS is a waste-to-energy plant located in West
Wareham, MA.

In June 2008, Local 369 became aware, through conversations between Mr,
Leonardi and Covanta employees, that Covanta was apparently soliciting donations ‘from
Covanta employees for its federal Political Action Committee (“Covanta. PAC”)2
According to the Covanta employees, this solicitation included the option of paycheck
deductions.

By letter dated June 12, 2008, Mr. Leonardi wrote to Covanta on behalf of Local

369 and requested that Covanta “identify the methods utilized ... in making solicitation

? The “Covanta Energy Corporation Political Action Committee” is identified by the ID No, C00142158.


Attachment A


AFFIDAVIT

State of Massachusetts )
: 7) ss:
Plymouth County ) . :
oO Ans ays Ie , beitig first duly-swom, deposes and says that

he is employed by Covarita Energy Corporation as‘at the SEMASS facility in Rochester,
Massachusetts; that lie is paid on an hourly basis; and that he received a request for
donations to-Covanta Energy Corporation Political Action Commitiee on or about the
first quarter of 2008.

GA Kh ho

[Name of afftant]”

BL win

[Signed

: Subscribed and'sworn to ‘before me, the undersigned notary public, this Bp day
of July,.2008,



transported to, shown, and served at our locations as part of the riormal salés effort at our expense. OF
course, such travel should never be.a subterfuge to provide otherwise prohibited entertainment,

Itis not our intent to. eliminate gifts made in-décordanice with normally accepted business :practices, such
as holiday gifts, or to <liminate normal business entertainment, where we, inaccordance with established
practices, entertain at-our expense-employees of customers and individuals representing entities with
which we have:a business rélationship.

Covanta Employees

Similar guidelines reflect our policy: with respect to gifts and entertainment received by our employées
from'suppliers, customers and, others.

Gifts totaling more than $150 ‘from any supplier or customer shoilld not be accepted in any year, and any
gift not meeting this requirénient which has been teceived by an employee should normally. be returned to
the donior.. If the ‘circumstances would clearly appear to make the return. of the gift detrimental to.our

interests, our General, Counsel should be inimédiately’ consulted for a:decision onthe: ‘proper course:of

With respect to entertainment, thie same criteria apply. Employees should never-accept social invitations
‘where the cost is lavish or extreme and is intended to: influence or interfére with business decisions,

Improper Payments to Government Officials, Political Parties and:Candidates.

It is our policy not:to offer, pay, promise, or authorize the payment of money oranything of value'to-any
federal, state, local or-foreign government official, political party or candidate for political office (or to
vanyone’else, knowing that all or a portion of the payment will be pro such iti
Party), for the purpose ofobtaining or retaining business. This includes
8 for which-we receive consideration, ‘These activities are’prohil
Jew.. Violations may subject us to'substantial fines, Officers, di i
imprisonment. ‘work,

Finder’s and Agent's:-Fees

An outside consultant who will receive'compensation for soliciting, securing or retaining business for us
‘may be retaitied only: with the prior written approval of our General Counsel, and only pursuant to a
written contract setting forth the basis for determining the consultant's fee. Any questions regarding this
issue must be raised with our General Counsel,

The circumstances to.be considered ‘with respect fo whether a consultant may be retained for this purpose
is permissible, include the following: :

« _Isthe:counterparty aware that the consultant is receiving a'fee?

+ Istthe payment proportionate to the ‘services rendered by the ¢orisuiltant, taking into consideration
the results achieved and normal business practices?

Policy of Business Conduct 4
‘September, 2007


IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

UTILITY WORKERS UNION OF AMERICA, LOCAL
369, AFL-CIO,

120 BAY STATE DRIVE

BRAINTREE, MA 02184

PLAINTIFF,

Civil Action No.
Vv.

FEDERAL ELECTION COMMISSION,
999 E STREET, N.W.,
WASHINGTON, D.C. 20463

DEFENDANT.

CIVIL ACTION NO. » LOCAL 369, UTILITY WORKERS UNION OF AMERICA,
AFL-CIO V. FEDERAL ELECTION COMMISSION.

Certificate required by LCvR 7.1 of the Local Rules of the United States District Court
for the District of Columbia:

I, the undersigned, counsel of record for Local 369, certify that to the best of my
knowledge and belief, the following are parent companies, subsidiaries or affiliates of Local 369
which have any outstanding securities in the hands of the public.

Local 369 has no parents, subsidiaries or affiliates that issue stock.


AFFIDAVIT

State of Massachusetts )
~ Ys:
Plymouth County )
FRANK Jose?H _, being first duly sworm, deposes and says that

he is employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,
Massachusetts; that he is paid on an hourly basis; and that he received 4 request for :
donations to Covanta Energy Corpotation Political Action Committee on ‘ot about the,

first quarter of 2008.

FeAWk joserHt
[Name of afftant]},

4

(Signed) /

Subscribed and swom to before me, the undersigned notary public, this3{ day
of July, 2008;



22. In these communications, Local 369 asserted that in light of Covanta’s solicitation,
Local 369 was entitled to engage in employee solicitations using similar means. Mr. Leonardi
explained that:
The Local desires to make a solicitation to all Covanta employees
in a similar manner utilized by Covanta Energy Corporation PAC.
We understand from our meeting last night that Covanta Energy
Corporation PAC[] makes use of US mail to send its solicitation.
Please inform us of how you wish to provide us that access. We
make use of a number of mailing houses locally, which would be

acceptable to us, or we would be agreeable to utilize the vendor
Covanta uses.

Petition Attachment A, FEC Complaint at 4, and Attachment 5 to FEC Complaint.

23. Mr. Leonardi’s requests were in line with FEC regulatory requirements. Covanta is
required to notify Local 369 of its intention to solicit its employees outside its restricted class for
contributions to Covanta’s federal political action committee. 11 C.F.R. § 114.6(e)(4).

24. Covanta is also required to make the method used by Covanta to conduct the
solicitation, including a statement in the employee Handbook or payroll deductions (to the extent
the solicitation method is permissible), available to Local 369’s PAC. 2 U.S.C. § 441b(b)(5);
11 C.E.R. § 114.6(e)(3)(i).

25. In subsequent correspondence among counsel for Local 369 and Covanta, it was
explained that while there had been a solicitation that substantially fit the employees’
descriptions, it had in fact been a solicitation for a state PAC and was therefore not subject to
federal election law or FEC regulations. A copy of a March 6, 2008, solicitation letter from
Covanta to employees concerning the State PAC was subsequently provided to Local 369, and is

Attachment 10 to the Complaint filed by Local 369 with the Commission.


General Principles Regarding the Conduct of Our Busiriess

Y¥ We comply fully with all laws, ruiles'and regulations that govern our operations nationally and
abroad,

Y We strictly prohibit the use'of our funds or assets for. ‘any unlawful of improper purpose.
¥ Noone may establish an undisclosed or unrecorded fund or asset for any purpose.

~ No one'tiay make false or artificial entries in our books and records for any reason, and no-one:
shall engage.in any arrangement that results in such prohibited act.

¥ No-one may approve or make.a payment on behalf of Covanta with the intention or-understanding:
that any part of itis to be-used for any purpose-other than that described by the documents
supporting the payment.

¥ -Any-employee having information‘or knowledge of any unrecorded flind or asset ‘Orany act in
violation of this Policy.istequired to promptly report such matter as provided in. this Policy.

¥ All management employees are required to review’and approve. disbursement vouchérs in

‘accordance with our purchasing and payment policy which includes all expense réports of their
subordinate employees.

Y Allmanagement employees shall be responsible for the eniforceinent of and comipliance with this
Policy, including necessary distribution to ensuré employee knowledge, atceptance and

Environmental, Health and Safety Policy

We'will operate in'an eriviroimentall d thishiner protective of employee Health and'safety.. We will
‘comply with our own environmental, and safety policies and standards and-all applicable:
environmental, health and safety laws: lations governing our business, ‘Management will
‘establish appropriate standards for énvironmenital protection, health and safety, ‘In the absence -of-clearly.
defined environmental, health-and safety laws, regulations or. standards, you should. seek guidance from
their immediate ‘supervisor or our General Counsel.

‘Wewill keep accurate records pertaining to environmental, health and safety matters as required by law
‘or regulation arid our own'policies,

‘You inust report promptly. breaches of this policy to your immediate supervisor; to the environmental
‘Specialist for your facility of to the department head for environmental compliance or the health and
safety coordinator, Ifyou: féar this would. compromise:you, or where the persons you initially contacted
fails to-act,-you'should report the matter-to our ‘General Counsel or as provided in this Policy.

Our health and safety policy is based on.our commitment to the’or
‘into all activities. with the objective of eliminating illnesses-and inj
performance, These:principles are as follows:

integration of health and safety
ies'and continuously improving

Policy-of Business Conduct 6
September, 2007


ATTACHMENT 2



Speak Up!

IF YOU HAVE ANY CONCERNS, QUESTIONS OR SUGGESTIONS CONCERNING THE
POLICY OF BUSINESS CONDUCT, YOU SHOULD REPORT THEM TO (1) YOUR
SUPERVISOR OR MANAGER; (il) THE GENERAL COUNSEL OR VICE PRESIDENT,
HUMAN RESOURCES OF YOUR BUSINESS UNIT;-OR (IH) TO TIMOTHY J. SIMPSON,
COVANTA’S GENERAL COUNSEL, AT 973-882-7308, OR TO ROBERT MONTELEONE,
COVANTA ENERGY’S VICE PRESIDENT, HUMAN RESOURCES, AT 973-882-7153.

‘OR, If YOU PREFER. TO REMAIN ANONYMOUS, YOU'CAN CONTACT:
THE NETWORK 1-800-241-5689
Call Toll-Free From AnyLocation Any Time
YouDO NOT have to give your name.
For international calls, call collect 770-409-5006
OR

‘THE CHAIRMAN OF THE AUDIT.COMMITTEE OF _ ;
THE: BOARD OF DIRECTORS OF COVANTA HOLDING CORPORATION

PO Box7
Cassville Station

Jackson, NI08527

Information reported to’ The Network or Covanta’s Audit: Corhinittee will be handled ona confidential
anonymous basis, Only the substance may be referred to Covanta’s management.

‘We prohibit retaliation against an employee’ who has filed,, in good faith, a complaint under this policy or
‘under.any law:or for assisting in:a:complaint investigation, -Any supervisor or member of: ‘management
‘who’ knows an employee is being harassed, discriminated or retaliated against and fails to address the
‘situation or fails to notify higher management will be subject to disciplinary action.

Policy of Business Conduct
September, 2007


ATTACHMENT 10



~§-
information and respond. “before. we next-meet.” The exchange is Attachment. 6 to the
Coinplaint.

The following day, Mr, Leonardi wrote to certain individuals who had been
identified as recipients. of donation’ from ‘the Covanta Energy Corporation PAC,
informing each of them that, despite requests from Local 369, Covanta had not permitted
access by Local 369 to “methods ‘utilized by Covanta Entergy [sic: Energy] Corporation
PAC ID #:C00142158, to make solicitation of Covanta:employees: as provided by Title
11 and by the Federal: Election Commission.” Mr. Leornardi’s létter went of to-note that
while the outcome: of any action before the Commission was of course uncertain;. “it is
possible:you could be required to disgorge part of or all funds you have received from
Covaiita [Energy] Corporation PAC.” A copy of one such letter is Attachment 7 to this
Complaint. A copy of each such letter was-sent'to-Covanta.

On July 25, 2008, Mr. Leotiardi received a letter from outside-counsel to.-Covanta
claiming, without:any supporting documentation; that “Local 369 is:not:entitled to-solicit
PAC conttibutions from all employees of Covarita because Covanta does not solicit
contributions to its federal PAC from anyone other than its stockholders, executives and
administrative personnel.” .A copy Of this.letter is Attachment 8 to this Complaint.

On. August 1,.2008, outside counsel to Local 369 replied to counsel for Covanta
with a letter attaching affidavits from workers stating that they had ih fact been solicited
by the Covanta PAC. A copy of this letter is Attachment 9 to this Complaint. In the
‘course of various emails.and telephone calls between the attorneys for Covanta and Local
369, as subsequently reported to Mr. Leonardi, Covanta stated that while there had been a

solicitation that for the most. part fit the employees’ descriptions, it had in fact been a


From: David Leonardi [leonardi.david@gmat 1 .com)
Sent: Friday, July 25, 2008 10:52 AM

To: Strauss, Scott H.

Subject: Fwd: PAC

FYI

- Forwarded message - -
From: Anechiarico,David <DAnechiarico@covantaenergy.com>
Date: Jul 17, 2008 8:26 PM
Subject: Re: PAC . . .
To: David Leonardi <leonardi .david@gmail.com>
Cc: “walker, John" <Jwalker@covantaenergy.com, "Davis,Mark"
- <MDavis@covantaenergy.com>, Gerald Fabich <fabl2@comcast.net>

Thanks David,. .

You've certainly. given me more ‘to: assess...
Sent and get back to you before we next
Davis .

take: a closer look at what you've

et.

sent ‘Trom sy GoodLink wifeTess: HandheTd <Giww, Good. con)
----OFiginal Message--~-- ee .

From: David Leonardi [mailto: leonardi .david@ginail .com] A
sent: Thursday, July 17, 2008°07:40 PM Eastern Standard Time
Anechiarico, David

_. Walker; John; Davis,Mark; Gerald Fabich

ct Re: PAC

Helle David,

Thanks for your analysis, it is however flawed. Please see section §
114.6 Twice’ yearly solicitations.

ya (b) A labor organization and/or its séparate segr gated fund may make a total of
two written solicitations per calend ear of emp Ss who are not members of ‘the
‘labor organization, executive or administrative pe onnel, or stockholders (and
their families) of a corporation in wh the labor Organization represents member's:
working for the corporation, Nothin ‘this. paragraph shall limit the number of
solicitations a labor organization may make of its members under § 114.5(g).

-»€@) Availability of methods. ....(3) A corporation is: vequired to make available
toa la organization representing any members working for the corporation or its
subsidi és, branches, divisions, or affitiates the method which the corporation
licit employees under this section ‘during any calendar year.

soCi)_ If the corporation uses a method to solicit any employees under this section,
the corporation is_required to. make that method available to the labor organization
to solicit the employees of the corporation who are not represenced: by that labor
organization, and ‘the executive or admini fe personnel and the stockholders. of
the corporation and their families. "

Please advise us on.when Covanta will provide Local 369 access as required. If you
have any question please call me.

David ‘Leonardi

On thu, Jul 17, 2008 at 7:15 PM, Anechiarico,David <DAnechiarico@covantaenergy. com
wrote; .

> Hello David, . _

> Regarding our open issue on PAC solicitation issue, here's our position:

>

Page 1.


he is employed by Covanta Energy Corporation‘as at the SEMASS facility in Rochester,

Massachusetts; that he is paid on an hourly. basis; and that he received a request for
“ donations'to'Covanta Energy Coiporation Political Action Committee on or about the

— Phil nah

[Name of effiant]

[Signed]

Subseribed and sworh to before nie, the undersigned notary public, this“ day

Mase. Ne. (a

MY COMMISSION EXPIRES:



-8-

included inthe itiformation contained in Covanta’s Policy-based solicitation. Covanta’s

solicitation is not inaccordance with these Commission requirements.

Third, Section 114,6(e)(4) of the Comimission’s regulations. 11 C.F.R.

§ 114(6)(6)(4), states:

The corporation shall notify the labor organization of its
intention to make a solicitation under this section during ‘a
‘calendar year and of the method it will use, within a
‘reasonable time: prior to the solicitation, in order to allow
the labor organization opportunity to make a similar
solicitation.

This requiremetit (and Local 369°s requests) notwithstanding, no-such notification was

provided to Local 369.. Instead, the Company flatly denied that:any such solicitations had

been made.

Fourth, Section 114.6(e)(3)() of the Commission’s regulations., 11 C.F.R.

§ 114(6)(€)(3)@, states:

If the ‘corporation uses a method to solicit any employees
‘under this:section, the corporation is required to-make that
method available. to the labor organization to solicit the
-employees. of the corporation. who aré not tepresefted by
that labor organization, and. the:éxecutive or administrative
personnel and the stockholders of the corporation. and their
families.

As shown above, Covanta appears to solicit contributions using an

“method” — i.2., through the distribution of its Policy to Covanta employees.

unauthorized

In these circumstances, Local 369 urges that the Commission require Covanta to

(1) conduct’ solicitations through means that are in compliance with Commission

regulatory: requirements; and (2) make’ the same, ‘appropriate solicitation method used by

Covanta available to Local 369, In addition, we ask that the Commission make clear that

Local 369 is to be permitted to solicit all Covanta employees, not solely those represented


Inquiries from Government:Agencies
Many of our businéss activities are in ateas which, from time to time, may be the focus of written or oral

inquiries or investigations by government agencies. In each instance, our General Counsel will
coordinate the response.

Af the'inquiry is-written; a:copy must be forwarded promptly to our General Counsel.
Fite

i bhai your immediate response should be non-cominittal and cordial but ‘you should
i call back after you have consulted: with: Covanta

0 1 she nediately notify our General Counsel by telephone of the inquiry and
follow the advice of our General Counsel in responding.

Electronic Communications Policy

Our worldwide electronic-¢

ications networks, including Microsoft: Outlook, Internet, Intranet and
: . Misuse of theseinetworks directly:affects our systems
and ability: business: You may use our’ information, and technology: for Covanta-related.
business:and iis intended-purposes oly. You may use our'systems for limited personal use: Your

D should: not adversely

privacy wittrrespect to information received or sent though:or stored’on such network:
‘Misuse’ of our électronic:commutiication networks is a violation of: ‘Our'policies ‘and is a’basis for
disciplinary action up to and including termination of employment. In addition, a:violation:may have
legal- consequences,
Misuse of our electronic: communication networks includes, but is not limited to:

* Sendirig or forwarding chain letters, personal advertising, or excessive personal messages;

*¢ Offensive or inappropriate statements pertaining to race, nationality, origin, ethnicity; gender,
sexual. orientation, disability, age,.or any other personal characteristic;

* Excessive access:of non-business.related Web-sites;
© “Malding solicitations;
*  Diviilging/confidential or proprietary information;
*  Deliberately flooding or disrupting electronic traffic inside ‘and outside of Covanta; and/or
* Distributing statements inimical to our reputation, welfare-and best interests.
Confidentiality should also:be always ponsidered carefully, Remember that messaging systems should.

“not be considered private: Both inside and outside Covanta, a'message (whether though shisdiredtion,

Tesponisé to legal process, or otherwise) miay be heard or'seen by someone other than'the intended
recipient,

Policy of Business Conduct 24
September, 2007


ATTACHMENT 9



‘who knows an employee is being harassed, discriminated or retaliated against and fails to address the
Situation or fails to notify higher management will be subject to disciplinary action.

Substance:Abuse
(Amore:detailed discussion of our Policies Regarding Substance Abuse
is‘set,forth in the Employee Handbook, to which you should also refer)

‘We want to maintain a
alechol abuse by out
conditions for our eniplo
oursuccess, Eniployees
our interests, endanger their own health « :

loss of efficiency, productivity, or'a’ disruptive working ¢ environment. Allof us, and our visitors or guests
at our fucilities, need to uniderstand that these substances are strictly forbidden from our property and
workplaces, and we. have the right to-Investigate and. search these premises in appropriate circumstances
toensure’these substances are not present.

vorkplace ‘that is: Roel ee teres cohol and to discourage'drug and

As a.condition of employment and continued employment, you must abide by this policy.

‘The probiibitions of this section apply wherever our interests may’ be adversely affected, including any
time'an employee:is:

* On our premises;
* Conducting or performing Covanta business, -regardless of location;
© Operating or-responsible for the operation, custody, or care of our equipment or other property; or
« Responsible for the safety of others in the conduct:of-our business.
Alcohol:. In-any situation-in which we have ‘an interest, the:following acts aré prohibited:

© Unauthorized: use; ‘possession; purchase, ‘sale, manufacture, distribution, transportation or
disperisation-of alcohols'c

© Being wider the influence of wleohol.

Mlegal Drugs: In -eny situation in which we have an interest; the following acts are prohibited:

© Use, possession, purchase, sale, manufacture, distribution, transportation or-dispensation of any
illegal drugs-or any-other controlled substance; or

« Being under the influence of any illegal drug or other controlled substance.
Legal Drugs: In any situation in which we have an interest, the following acts are prohibited:

© Abuse of any legal drug;

Policy of Business Conduct 19
September, 2007


State of Massachusetts )
: 7 + ss:
Plymouth County _ .
Elitpt 2 heathen __ being first duly swom, deposes and says that

he is employed by Covanta Energy:Corporation as at the SEMASS facility in Rochester,
Massachusetts: that’he is paid on att hotirly basis; and that he received a request for
donations to Covanta Energy Corporation Political Action Committee on or about the
first quarter of 2008, .

% : z
Kw bieahcrn

[Name of affiant].

: Subscribed and sworn to before me, the undersigned notary public, this S| day
‘of July, 2008, ;

MY COMMISSION EXPIRES:


« Purchase, sale, manufacture, distribution, transportation, dispensation or possession of any legal
prescription drug ina manner inconsistent with law;:or

© ‘Working while impaired by the usé of a legal drug wheriever such impairment might:
> Endanger your safety orthe safety ‘of any’ othér'person;
> Pose a tisk of damage to our property; or
> Substantially interfere with your job performance,

Ifyou have a safety sensitive position you may not use any drugs that contain a warning label describing
possible impairments to vision and/or warnings against operating vehicles:and/or machinery, unless such
ipproved by your facility management.

ing immedtat Sat
is by ‘uriiialysis or odueae

Possession of Firearais’

‘You are prohibited from having firearms in:your possession. at any ‘of our locations or while conducting or
performing Covanta business. You. may not bring firearms.onto any of‘our locations. We have the right
to investigate and'search these: premises in: appropriate circumistances to: ensure firearms are fot present.

Securities Trading Policy

General Legal Concerns.

‘As'employees of accompany whose stock is traded publicly, all ofus:need to‘be mindful of the. federal
securities laws if we are-considering buying‘or sélling Covanta:stockior other'securities, These laws
prohibit the purchase orsale.of a: security at.atime: when the person’ trading in that security possesses
‘Material Nonpubli ‘Information, either positive 'or negative, concerning the i issuer of the security

(including its business or prospects), or the market for the security. Depending upon the circumstances,
the issuer of the'security could be Covanta or some other company with which we are involved.

‘Current laws and regulations:do not provide a definition of Material Nonpublic Information, and courts
‘haye'generally found information to be “Material” if there is a substantial likelihood that a reasonable
shareholder would consider it important in making an investment decision. Information is “Nonpublic” if
‘it has not beer disseminated or disclosed ina manner making it available ta investors generally.

The lack of a bright line materiality test’ makes compliance’ with these Jaws difficult, The determination
of: ‘whether cert mation is “mat i and ci

* new.or revised estimates or projections of future earnings or losses;

+ adverse events that have affected the performance of one or more of our facilities;

Policy. of Business Conduct 20
‘September, 2007


UTILITY WORKERS UNION OF AMERICA
Local No. 369

120 BAY STATE DRIVE + BRAINTREE, MA 02184

(781) 848-3740 (781) 848-3744
FAX (781) 848-4108.
July: 1.2008 sD , ,
By Facsimile-and U.S.P.S

Joanne Paglitica, Treasurer

Covanta Energy Corporation Political Action Committee
Committee Id: CO0142158

40 Lane Road

Fairfield, NJ 07007

RE: ULC

Dear Ms. Paglinca,

In our letter dated June 12, 2008 Utility Workers Union of America, AFL-CIO and Local 369 requested
“access to the methods of any plan utilized by the Covanta Entergy: Corporation. as. required by 11 CFR §
114.5 Separate segregated funds”. Covarita Entergy Corporation has not responded to this request,

‘The Utility Workers Union of America, AFL-CIO and Local ‘369 ‘additionally requested information
concerning access to “methods utilized by Covanta Entergy Corporation: in making; solicitation of its
‘einployees:” Covana Entergy Corporation has not responded’ to this request’ as well. Please take all
necessary steps to fulfil these requests to preclude further actions by the ‘Utility Workers. Union of
America, APLsCIO and’ Local 369.

Ifyou have any questions concerhing the above-request please contact'me,

Very truly:yours;

Ati?

Daniel F. Hurley
Secretary-Treasurer

ce; G, Sullivan G.-Fabich ‘D..Anechiarico J. Walker

Separate Segregated Funds
Page 1 of 1


rendered.” 2 U.S.C. § 437f(c)(1). The transaction at issue here is not identical in all material
respects to the matters at issue in the cited Advisory Opinions.

42. Advisory Opinion 2003-14 addressed whether the Home Depot’s PAC could
distribute small commemorative pins to members of the restricted class who contribute to the
Home Depot PAC. The pins would be displayed very rarely and, when displayed, would be
wom with other pins of similar size, so that they would not be conspicuous. The FEC
determined that distribution of the pins was thus, by itself, not a “solicitation.”

43. The Home Depot pin distribution is very different from the language in Covanta’s
employee Handbook. The most obvious difference is visibility: the Handbook’s discussion of
the PAC does not take place on a small, inconspicuous pin worn (amidst many other pins) by
corporate managers on limited occasions; the discussion of the PAC is included in a document
that all employees must read yearly, with no indication that the discussion of contributions is
applicable only to high-level managerial and administrative personnel.

44. In Advisory Opinion 2000-07, the FEC responded to an inquiry regarding “the
permissibility of an intranet vehicle for information about Alcatel PAC that would entail
messages to employees beyond the restricted class.” Advisory Opinion 2000-07, at 1. The
proposed intranet posting stated explicitly that “[uJnder applicable law, participation in the
Alcatel PAC is limited to only those Alcatel USA employees who hold high-level administrative,
executive or managerial responsibilities...” Jd. at 2. Persons attempting to follow a link to
access further information would be prompted to enter a password, which would be available
only to members of the restricted class. The page requesting the password would also state
clearly, “set off in contrasting type and within a border,” that Alcatel is permitted to solicit

contributions only from stockholders, executive and administrative personnel and their families;

11


Raymond J..Carey
August 1, 2008
Page 2

We would bé pleased to disciiss this matter further with you. We-also ask that you direct
to the undersigned any further communications from Company counsel to Mr. Leonardi
concerning this situation.

Thank you for your-assistance.

Sincerely,

/s/ Scott. H. Strauss

Scott’ H. Strauss
. RebeceaJ, Baldwin

Attorneys for UWUA Local 369

ce; David Leonardi, Local 369


36. Sixth, the Commission’s regulations state that in making a permissible solicitation to
the appropriate employees, the employer may include language stating that a decision on whether
to make a contribution will not “favor or disadvantage” the employee. Similar language appears
in the Handbook. 11 C.F.R. § 114.5(a)(2)(ii).

37. By order dated April 2, 2009 (but not mailed to Local 369’s Washington, DC-based
counsel until April 15, 2009), the FEC dismissed Local 369’s Complaint. The FEC Order is
attached hereto as Attachment B.

38. The April 2 Order states: “We believe that the language in Covanta’s employee
handbook does not rise to the level of a solicitation because it does not encourage support for the
PAC or facilitate the making of contributions to the PAC.” Attachment B at 4.

39. The. FEC supports this finding by citing to several Commission “Advisory
Opinions”: Advisory Opinion 2003-14; Advisory Opinion 2000-7; Advisory Opinion 1999-6;
Advisory Opinion 1991-3; Advisory Opinion 1988-2; Advisory Opinion 1983-38; Advisory
Opinion 1982-65; Advisory Opinion 1980-65; Advisory Opinion 1979-66; and Advisory
Opinion 1979-13. (Commission Advisory Opinions are available on the Commission’s website:
www.fec.gov.)

40. The cited Advisory Opinions do not support the dismissal of the Complaint and in
fact support a finding that Covanta’s conduct constitutes a solicitation.

41. FEC Advisory Opinions are issued pursuant to 2 U.S.C. § 437f. By statute, the
persons who may rely upon an FEC Advisory Opinion are “any person involved in the specific
transaction or activity with respect to which such an advisory opinion is rendered” and “any
person involved in any specific transaction or activity which is indistinguishable in all its

material aspects from the transaction or activity with respect to which such advisory opinion is

10


UTILITY WORKERS UNION OF AMERICA
Local No. 369

120 BAY STATE DRIVE + BRAINTREE, MA.02184

~  (7et) 848-3740 (761) 848-3741
a FAX (781) 848-4108. By Facsimile and Us.rs
July. 18, 2008 : ip
Linda: Stender
Congress
PO:Box 730

Scotch Plains, NJ. 7076

Dear Candidate Siender,

By letters dated June 12, July 1, 2008, and July 10; 2008 and email July 17, 2008 the: Uility Workers
Union of America, AFL-CtO, Local 369 Tequested access to methods utilized by:Covanita Entergy
Corporation: PAC ID # C00142158, to make Solicitation of Covanta employees ds-provided by
Tittle 11 and by the Federal Eléction Commission.

Thus far Covanta has failed to grant our request. We: feel il important to notify you asa recent
beneficlory.of donations from Covanta Entergy Corporation PAC that we will Press ‘our concerns
turther ‘with the. Federal. Election Commision, We -dre-unsure what miay be the outcome,
although it is-pessible-you could be required to disgorge part of or ail funds you have recelved
trom Covanta Entergy Corporation PAC,

We dpologize for any incofweniehice oliraction may cause, However out members" rights to
‘express their Concems in our politicalsystem will not be: suppressed by large-colporations ike:
Covanta.

Very truly yours,

Dap baer:

David Leonardi

Vice President

Local 369, UWUA. AFL-CIO
DL:al

ccé:.G: Sullivan. DeAnechiarieé J. Walker 4, Paglives: T, Orlando


-4-
of its employees.” In addition, the Local asked for “access to the methods of any plan
utilized by the Covanta Entergy [sic: Energy] Corporation as-required by 11 CFR.§ 114.5
Separate segregated funds.” This letter is Attachment 2 to this Complaint.

On July 1, 2008, Mr Leonardi renewed Local 369’s requests, noting that he‘had
not received any response to his. previous correspondencé. A copy of this létter is
Attachment 3 to this Complaint.

‘On July 7, 2008, David. Anechiarico, Covarita’s Director, Human Resources,
wrote to Mr. Leonardi explaining, inter alia, that the “deductions. for your [Local 369°s]
PAC began for the ‘five [Local 369 member] employees electing ‘this deduction .,. for
check date 6/27.” A copy of this e-mail message is Attachment 4 to this Complaint.

By letter dated July 10, 2008, Mr. Leonardi wrote again to Covanta, stating:

The Local desires to make a Solicitation to all Covanta
employees in a similar manner utilized by Covanta Energy
Corporation PAC. We understand from our meeting last
night:that Covanta- Energy Corporation PAC[]} makes useof
US. mail to send its solicitation. Please inform us of how
you, wish to provide us that access, We make use of a
number of mailing houses locally, which would be

acceptable’ to: us, or we would be: agreeable to utilize the
vendor:Covanta uses,

This letter is Attachinenit 5 to this Complaint,
On July 17, Mr. Anechiarico sent an e-mail to Mr, Leonardi stating that ‘the
. Company would “coordinate the necessary administrative personnel to enable your labor
organization to solicit your Covanta Semass imembers only.” On the same date, Mr.
Leonardi responded to Mr, Anechiarico, stating that:he believed that Covanta’s analysis
was flawed, and providing quotations from portions of Section 114.6 of the

Commission’s regulations. Mr, Anechiarico responded that he would assess this


These representations are made in order that judges of this court may determine the need

for recusal.
Respectfully submitted,
Scott H. Strauss (D.C. Bar No. 358901)
Attorney for
Local 369, Utility Workers Union of
America, AFL-CIO

Law Offices of:

Spiegel & McDiarmid LLP

1333 New Hampshire Avenue, NW
Washington, DC 20036
(202) 879-4000

June 1, 2009


26. The March 6 solicitation letter, entitled “Covanta MA PAC,” is from Anthony
Orlando, Covanta President and CEO. The letter, addressed to a “Fellow Employee,” states in
part

I need your help on an issue that is very important to our
business. The Massachusetts Covanta PAC ... was created to
support the goals and objectives of Covanta Energy Group and its
employees and shareholders through political activism. The PAC
is vital to our business because it enables us to support candidates
who understand our issues and whose decisions directly affect the
way we do business.

The key to Covanta MA PAC’s success is your participation.

ee

A pledge card is attached for your review. Please take a moment
and carefully take a look at it. Participation in the Covanta MA
PAC is voluntary.

Sn
You can join the Covanta MA PAC by authorizing a payroll
deduction or writing a personal check to the PAC.... Although
there is no minimum contribution required, we encourage you to

consider the contribution guidelines provided on the attached
contribution card.

Petition Attachment A, Attachment 10 to Complaint.

27. Covanta solicits contributions for its federal PAC through separate means.
Specifically, each new Covanta employee is given an “employee Handbook,” and each employee
must verify annually that he or she has recently read it. The Handbook (Petition Attachment A,
Attachment 11 to Complaint) contains language soliciting contributions to Covanta’s federal
Political Action Committee.

28. A section of the Policy headed, “Political Contributions/Lobbying” states

(emphasis in original):


COVANTA

Coyvanta Holding Corporation
Policy of Business Conduct

Ladies and Gentlemen:

Covanta Holding Corporation and each of its subsidiaries; including Covanta Energy Corporation and
National American‘Insurance Company ‘of California; are committed to conducting business ethically and
Tegally. Our Policy of Business Conduct statés our standards of corporate ethics and legal compliance.
ees, we are All expected to kriow these: policies and to apply them in the daily
performance of our jobs,

‘This policy summarizes the minimum requirements expected:
applicable, directors. Bublikeany policy, its requirem overlooked or misunderstood if they
‘are not.continually reiterated and reinforced.. For this.reason, we distribute this policy to.all employees on.
‘atv annual basis, and throughout the year we circulate information on selected topics addressed in this
policy. We have also made it available‘on.our corporaté intrafiet’and internet sites. These guidelines
‘contained: in'this policy apply to the employees of all our subsidiaties, We urge you:to read them
carefully.

r employes, officers:and, where

‘We continue to review and revise our Policy of Business Conduct to minimize the risk of the pitfalls
which a number of corporations have encountered over the last few years, Even in a comprehensive
forpiat, however; itis impossible to address:every area:of conceém and-answer every question conceming
our standards of behavior,

Ifyou are concemed about'any questionable transaction, we urge you to report your concerns 'as provided
in this policy:

Conduct, we have several other more
Specific pol wmhay, iés are identified throughout the Policy of
Business Conduct. You ald ‘obtain from our General:Counsel copies of specific:policies that you
believe are applicable to your activities.

‘Thank you for your cooperation.

va

Anithony-J..Orlando.
‘President and Chief Executive Officer
‘Covanta Holding Corporation

Policy of Business Conduct 3
September, 2007


-9-
by Local.369 at the SEMASS. plant. Finally, Local 369:asks that the Commission impose
an appropriate sanction upon Covanta for its rion-compliance with Commission
regulatory requirements,
HI, CONCLUSION

WHEREFORE, for the foregoing reasons, UWUA Local 369 asks that the

Commission take action in accordance with the requests contained herein:

Respectfully: submitted,

Rak Y QU

Scott H. Strauss

Rebecca J. Baldwin

Attomeys for

‘Local 369, Utility Workers Union.of
America, AFL-CIO.

Law Offices of:
Spiegel & McDiarmid LLP
1333 New Hampshire Avenue, NW
_ Washington, DC 20036
(202). 879-4000

October’7, 2008


soliciting contributions to Covanta’s Massachusetts PAC, encourages readers to support the
Covanta PAC’s activities.

50. The FEC has allowed a proposed newsletter article regarding a PAC where the
article would “provide merely factual, historical or statistical information about” the PAC, and
where the article would state that only high-level administrative, executive or managerial
employees could participate. Advisory Opinion 1983-38, at 3. Covanta’s employee Handbook
does not disclose an express limitation on which employees can participate in its PAC, and
invites those with questions to speak with the Company’s General Counsel.

51. The FEC has permitted a notice in a corporation’s Annual Report to stockholders
(some of whom are foreign nationals and thus nonsolicitable) that the corporation supports the
operation of its PAC and that stockholders could obtain information about the PAC by writing to
a corporation contact. The notice was permissible and not a solicitation because it was “solely
informational,” “places the burden on the stockholder or other person to affirmatively request the
information,” and “in no way encourages support of [the PAC] or facilitates contributions to it.”
Advisory Opinion 1982-65, at 2-3.

52. By contrast, Covanta’s employee Handbook, especially considered in the context of
the Handbook’s full discussion of Covanta’s political activities and the letter soliciting
contributions to Covanta’s Massachusetts PAC, encourages readers to support the Covanta
PAC’s activities.

53. In a 1979 Advisory Opinion, No. 1979-13 notes, at 2, that “{tJhe legislative history
of the [FECA] indicates that informing persons of a fundraising activity is considered a
solicitation.” Covanta’s employee Handbook informs all Covanta employees of the possibility

of making a donation to its federal PAC.

14


If you have any questions concerning the above request please contact me.

Very truly yours,

David Leonardi
Vice President

Did

ec: G, Sullivan D, Anechiarico J, Walker

Separate Segregatéd Funds
Page 2 of 2


MUR 6100 2
Factual and Legal Analysis

Based on the available information discussed below, the Commission finds no reason to
believe a violation occurred and closes the file.
Il. FACTUAL SUMMARY
Local 369 represents 128 employees working at a waste-to-energy plant owned and
operated by Covanta. In mid-2008, Local 369 became aware that Covanta was soliciting
donations from Covanta employees for its PAC. Local 369 alleges in its complaint that Covanta
solicited employees for contributions to Covanta’s federal PAC, failed to notify Local 369 of its
intention to make such solicitations, and failed to make the “method” used by Covanta to
conduct the solicitation available to Local 369. Complaint at 1-2.
Local 369 then states in the complaint that Covanta was soliciting contributions to its
federal PAC through a paragraph in its Policy of Business Conduct (“employee handbook” or
“handbook”, given to new employees and certified annually by existing employees as having
been read. Complaint at 6. This paragraph states:
Primarily in order to make contributions to federal political
candidates or committees, we have established a federal political
action committee (or “PAC”). Contributions to the PAC by eligible
employees are voluntary. Whether an employee contributes or not
results in no favor, disfavor or reprisal ftom Covanta. The PAC
will comply with all related federal and state laws.

Complaint at 6; Attachment 11 at 11.

As support for this allegation, Local 369 asserts that the receipt of unitemized
contributions reported from 2007 to 2008 by Covanta’s federal PAC indicates successful
solicitations of Covanta employees. In 2006, Covanta PAC reported no unitemized

contributions. In 2007, Covanta PAC reported $18 in unitemized contributions. In 2008,

Covanta PAC reported $3,355.53 in unitemized contributions. Complaint at 7. In its response,


‘To'assure:compliance with this policy, we reserve the right, subject to.applicable law, to monitor for any
purpose all communications delivered via our resources, including but not limited to, telephone
‘omminications, information or materials created or stored:on:the-our network ‘computer:systems'or'on
your assigned personal computer. Before any: telephone-related monitoring is:-conducted, approval must
be obtained from our General Counsel to avoid violation of federal or state law.

Intemet users are responsible for virus-checking any files downloaded from the Internet, Intemet users
‘will be held accountable, for any damage caused by a virus they introduce to our network or computers

via the Intemet:
Copyright Policy

‘We recognize 'and respect intellectual property riglits and our legal obligations with respect to. our use of.
copyright protected materials.

You may not reproduce any copyrighted work in print, video, or'electronic: form ‘in violation of the law.

‘The easiest way to.ensure-no violation is-by.receiving express: written permission of the copyright holder.
‘Works are protected by copyright laws in the U.S. even if they arenot registered with the U.S: Copyright:
‘Office-and even if they do not carry the copyright symbol

Copyrighted works include, ‘but are not limited to, printed ‘articles from publications, TV and radio
‘programs, videotapes, music performances, photographs, training materials, manvals, documentation,
software programs, databases, and World Wide Webpages. Ih general, the laws that apply to printed
licable to visual and electtonic:media, Examples include diskettes, CD-ROMS, ‘and
the World ‘Wide Webpages.

Jas

We have obtained a repertory license froti-Copyrighit Clearance: Center® (“CCC”) penmitting: veto make
photocop i obecc's tered published works. The CCC license permits
unlimited, ple ‘interhial usé-only, A.listof thé materials covered

ta tit leuroeaacincbmtentar Coe” 6 website: wnwiv copyright. com/Searshy/ Search asp?,

Forall other copyrighted works, you must obtain permission directly from. copyright holdérs.or their
licensing representative.

‘Questions ‘conceming copyright procedures,:or if you need help to. determine whether a work is.covered.
“by the CCC license and how to handle any special copyright issues, should be addressed to our General
‘Counsel,

Annual Disclosure

‘You mist certify at least once a year; by’ execution of the’ Certificate of Compliance attached to this
Policy. of Business Conduct and delivery thereof to the Vice President — Hi Resources that you have
recently read this Policy-of Business Conduct and ‘are complying with-all our policies contained herein.

Policy of Business Conduct 25
September, 2007


54. Advisory Opinion 1980-65 is irrelevant to this case because it addresses whether a
PAC established by a trade association engages in a solicitation when it seeks authorization from
member corporations to solicit their personnel. As the FEC found, “(t]he prior solicitation
authorization is a requirement of [the FECA and the FEC’s regulations]. In attempting to secure
such required authorization..., [the trade association] is utilizing an established means of
communicating with its membership.” Advisory Opinion 1980-65, at 2. Similarly, a notice in a
trade association’s newsletters regarding sums contributed to the PAC and the number of
authorizations to solicit members for contributions to the PAC was not itself a solicitation.
Advisory Opinion 1979-66.

55. Here, Covanta is not communicating with the executives of member corporations
and it is not merely noting the amount of money raised by its PAC; it is encouraging
participation in the PAC by an undefined group of employees to which all employees reading the
Handbook can be expected to believe they belong.

56. Several of the FEC Advisory Opinions on this issue cite to 11 C.F.R. § 114.5q) of
the Commission’s regulations, which states: “Acceptance of contributions. A separate segregated
fund may accept contributions from persons otherwise permitted by law to make contributions.”
The Explanation and Justification for that provision, which is likewise cited in FEC Advisory
Opinions, states: “A separate segregated fund may accept unsolicited contributions from persons
otherwise permitted by the Act to make contributions. Informing persons of the right to accept
such contributions is, however, a solicitation”® The Covanta Handbook informs all employees

of the right of the Covanta PAC to accept contributions from undefined “eligible employees.”

3 ELR. Doc. No. 95-44, 109 (Jan. 12, 1997), available at http://www. fec.gov/law/cfr/ej_citation_ part] 14.shtml.

15


FEDERAL ELECTION COMMISSION
FACTUAL AND LEGAL ANALYSIS
MUR 6100

RESPONDENTS: Covanta Energy Corporation (“Covanta”)
Covanta Energy Corporation Political Action Fund
and Joanne Pagliuca, in her official capacity
as treasurer (”PAC”)

I. INTRODUCTION

Complainant Local 369, Utility Workers Union of America, AFL-CIO (“Local 369”)
alleges that Covanta Energy Corporation (“Covanta”) solicited contributions from its employees
for the benefit of its federal PAC, Covanta Energy Corporation Political Action Fund (“PAC”),
in a manner that violated the regulatory requirements set forth in 11 C.F.R. § 114.6. Specifically,
the complaint alleges Covanta solicited employees outside of its restricted class, but failed to
notify the union of its intention to make such a solicitation and offered a “payroll deduction”
method of payment for employee contributions without offering that same payroll method to
employees for payment of union contributions, in violation of 11 C.F.R. §§ 114.6(c) and (e).
Because it appears that the solicitations alleged by Local 369 were made by Covanta on behalf of
its state, as opposed to federal, PAC, this allegation appears to be without merit. Local 369 also
alleges that Covanta solicited employees through its employee handbook, in violation of
11 CF.R. §§ 114.6(c) and (e). Covanta directly rebuts the allegations in the complaint and
correctly asserts that the relevant paragraph in Covanta’s employee handbook does not rise to the

level of a solicitation.


CERTIFICATE OF SERVICE



co (ANTA MA PAC
40 LANE ROAD 0 FAIRFIELD, NJ 070040 973-882-9000
SEPARATE SEGREGATED FUND SOLICITATION DISCLAIMER NOTICE FORM FoR COVANTA MA:
PAC WITH PAYROLL DEDUCTION AUTHORIZATION
YES, ! WOULD LIKE TO CONTRIBUTE TO.COVANTA MA PAC, I' WILL CONTRIBUTE:
$50 $100. $250 $500 Other

Please note that Massachusetts law prohibits contributions from individuals in excess of $500,

Please make your check payableto “Covanta MA PAC”, Contribution checks AND THIS FORM
should be forwarded to the Covanta MA. PAC Administrator at:

Trish Libertell

Coyanta Energy Corporation
40 Lane Road

Fairfield, NJ 07004

Your check must be accompanied with the name and occupation portion of this: form: ‘Please ‘Sign and
return this form to Trish Libertell regardless of whether you wish to participate in the Covanta MA
PAC, If you would like tocontribute al. or some of your contribution via payroll deduction, please
complete and sign:‘the Payroll Deduction Authorization below:

Payroll Deduction Authorization:
Thereby authorize Covanta Bnergy C

Lrecognize that: my/any contitbution through payroll deduction is;completely voluntary and in
compliance with State law. Itshall be unlawful for any person soliciting an-employee for contribution to
such find to fail to inform sach employee of his. or her right to refuse'to contribute without reprisal.

Print Name Signature Date
If you have questions, please call Paula Soos at 973.882.7081 inthe Fairfield office.

Massachusetts.law requires that we request the name, address, occupation and employer for any: ‘person
who contributes. in. excess:of Two Hundred. Dollars ($200) in.a calendar year. Please complete the

information listed. below,
Name’ "Address
Occupation Employer

State law prohibits committees from accepting contributions from foreign nationals, Are you a U.S,
Citizen or legal resident? YES. NO

Covanta: MA PAC Is a'registered political commitice'lts Massachusetts that contribiites to candidates for state and local office.
Contribations are not deductible ak charltable donatiois for federal tax purposes. Alt contributions to Cavanta MA PAC are
voluntary. The guidelines above are mere suggestionsund you may contribute more or less, or not contribute at all, without
Asie dTheian . concern of favor, disfavor or reprisal fram the corporation.
4 :


Covanta Holding Corporation
Policy of Business Conduct

Our Values
‘Weare committed to operating in an-ethical fashion; governed by both the letter and the spirit of the law,
‘We-expect our employees to live up to this standard not only in ‘our dealings with colleagues, competitors,
customers and governments, but with our consultants, contractors, represefttatives'and suppliers as well.

We will achieve and maintain our high standards of ethical conduct through your recognition and
adherence to our corporate policies and six basic values:

¥ Honesty: being truthful and “up-front” with our co-workers, customers, communities, suppliers
‘and creditors:

Integrity: saying what we mean and meaning what we say; delivering what we promise.and
standing, for what is right.

¥ Respect: treating one another with faimess and dignity; appreciating the unique abilities and
strengths of the individual and the advantage of diversity,

¥ Tuust: keeping our promises.

¥ Responsibility: taking the initiative to speak up'and report’ concerns regarding ethical conduct
‘and to seek reliable guidance in cases of doubt,

¥ Citizenship: obeying the federal, state and local laws of the United States and any other country
‘in whichiwe do business; taking an active role in making: our communities and Covanta better.

‘This Policy isintended to be a’valuable, everyday tool in your job'at Covarita, Our céllective
commitment to thé principlés:of ethical business conduct isan essential element of our continuing
success:

Policy of Business Conduct 5
September, 2007


UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ELECTION COMMISSION

Utility Workers Union of America,
Local 369

Complainant,
Matter Under Review No. ---
Ve

‘Covanta Energy: Corporation,

Respondent.

COMPLAINT OF LOCAL 369; UTILITY WORKERS
UNION OF AMERICA, AFL-CIO AGAINST
COVANTA ENERGY CORPORATION FOR

VIOLATIONS OF COMMISSION REGULATIONS
REGARDING SOLICITATIONS FROM
EMPLOYEES

In accordatice with Section 111:4(a) of the Commission’ s ‘régulations, 11 CER.
§ 1114, and 2 U.S.C, § 437g(a)(1), and for the reasons stated herein, Local. 369, Utility
Workers Union of America (“UWUA”), AFL-CIO (“Local 369”) files this instant
complaint against Covanta Energy Corporation (“Covanta” or “the Company”).

As explained infra, based on the data available to Local 369 and presented herein,
Covanta has violated’Commission regulatory requirements set forth at 11 C.F.R. §§ 114.6
et seg. by:

(1) conducting a solicitation of Covanta employees for
gontributions to. the Company's federal political action
committee in a mariner contrary to the requirements of
Section 114.6(c), 11 CFR. § 114:6(¢);

(2) failing to notify Local 369, the representative of

Covanta employees at its “SEMASS” facility, of its
intention to. make such a solicitation, ‘contrary to the


MUR 6100 3
Factual and Legal Analysis

Covanta argues that the language in its employee handbook does not rise to the level of a
“solicitation.” Therefore, the act of distributing the handbook, without more, is not a violation of
the Act as alleged in the complaint. Response at 7-8. Covanta further responds that it does offer
members of the restricted class the option of contributing to its PAC via payroll deduction, which
may account for the unitemized contributions. Response at 10-11.

I. ANALYSIS

Local 369’s first allegation is that Covanta solicited employees for contributions to
Covanta’s federal PAC, failed to notify Local 369 of its intention to make such solicitations, and
failed to make the “method” used by Covanta to conduct the solicitation available to Local 369.
However, it appears that both Local 369 and Covanta agree that the solicitations Local 369 was
referring to were actually solicitations for Covanta’s state PAC, not its federal PAC. Complaint
at 5-6; Attachment 10; Response at 10. After several communications between counsel for Local
369 and Covanta, Covanta informed Local 369 that while there had been a solicitation, it had in
fact been a solicitation for a state PAC and, therefore, not subject to federal election law or
regulations. After being presented with this information, Local 369 did not attempt to rebut
Covanta’s assertion, nor does it provide any independent information confirming a solicitation
by Covanta for its federal PAC. Because this allegation appears to be without merit, we find no
reason to believe Covanta or Covanta PAC violated the Act based on this allegation.

Local 369 also alleges that Covanta was soliciting contributions to its federal PAC
through a paragraph in its employee handbook. Complaint at 6. Under the Act and Commission
regulations, a corporation or separate segregated fund (“SSF”) established by a corporation may
solicit contributions to the SSF from the corporation’s “restricted class,” which consists of the

corporation’s executive and administrative personnel, its stockholders, and their families.


~ 6
Solicitation for a state PAC and therefore not subject to federal election law or FEC
regiilations. A copy of a solicitation letter from Covanta to employees. concerning the
State PAC was subsequently provided to Local 369, and is Attachment 10 to the
‘Complaint.
Even if correct that the letters identified by Local 369 were not part of an effort to
solicit contributions for a federal PAC, it nonetheless ‘appears to that Covanta’s flat
. stoteanent {in correspondence from counsel) on July 25, that “Covanta does not solicit
contributions to its federal PAC from anyone other than its stockholders, executives and
administrative: personnel” is incorrect. Attach. 7. ‘The reason is that Covanta has been
soliciting contributions. for its federal PAC through separate means, Specifically, each
new Covanta employee is given an “employee handbook.” The handbook, entitled
“Policy of Business Conduct” (“Policy”) (Attachment 11 to: this: Coniplaint) solicits
coritributioris to Covanta’s federal Political Action Committee:
Primarily in order to make contributions to federal political
candidates or committees, we have. ‘established a federal
political action committee (or “PAC”), Contributions to the
PAC by eligible employees. are voluntary. Whether an
employee contributes. or not resylts inno favor, disfavor or
seprisal frony Covanta. The PAC ‘will comply with all
telated federal and state laws.
According to Covanta Energy Corporation Vice President John Walker, who made
statements at a September 10, 2008 meeting with Local 369 representatives including Mr.
Leonardi, the Policy is given to each new employee. Indeed, the copy of the Policy
attached to this Complaint was provided to Local 369 by Mr, Walker (and Company
counsel) at.a-meeting held on September 25, 2008. Mr. Walker represented that this is

the Policy document given to new employees. However, the statements made in the


AFFIDAVIT

State of Massachusetts }
- J ss:
"Plymouth County / ) ;
Gopal) (ABICH , being first duly sworn, deposes and says that

he is employed by Covanta Energy Corporation as at the SEMASS facility in Rochester,
Massachusetts; that he is paid-on an hourly basis; and that he received.a request, for
donations to Covanta Energy Corporation Political Action Cottmittee on or about the.

first quarter of 2008. ;

—FERALD FaeICH |

Subscribed and swom to before me, the undersigned notary publi, this | day
of July; 2008;

MY COMMISSION EXPIRES:



ATTACHMENT B



87/17/2008 87:57 7818484108 LOGAL 369 PAGE 92/02

David Leonardi <leonardi.david@gmail.com>

(no suliject) ; ;
Anechiarico,David <DAnechiarico@covantaenergy.com> Mon, Jul 7, 2008 at an
To: David Leonatdi-<leonardi.david@pmail.coni>

David,

Regarding the attached. request from Ms. Daniel Hurley; Secretary —Tréadurer, please know
that deductions for your PAC began for the 5 employees electing this deduction began for
check date 6/27. Those funds were remitted’and, will be remitted monthly,

Also, please khow the proper'hame of our-entity is Covanta Energy Corporation, Not
Covanta Ehtergy Comporation-as:named oi the attached correspondence,

Dave

David Anechiavies
Director Human Resources
COVANTA

ENERGY

for @ cleaner world.

Covanta Energy Corporation
40 Lane Road, Falrfield, NJ. 07004
973.882.4197 Fax 973.882.7276 Cell'973.953.3998

; Separate Segregated Funds
Page 2 of 3


ode

requirements of Section 114.6(¢)(4), 11 CFR.
§ 114.6(e)(4); and

(3) failing to make the “method” used by Covanta to
conduct the solicitation available to Local 369, contrary to
the requirements of — Section 114.6(e)(3)(i),
ILGRR. § 114.6()3)@).

In these circumstances, Local 369 Tequests that the Commission issue an order
(1)-finding Covanta to be: in: violation of these: regulatory requirements; (2) directing
Covanta to’ comply immediately with its notification and other obligations; and
‘G) sanctioning Covanta for its failure to comply with its regulatory obligations.

J. NAME AND ADDRESS OF COMPLAINANT
In accordance with Section 111.4(b)(1) of the Commission’s regulations, Local

369 states that. the: full names and mailing addresses of Complainant Local 369 and its

legal representatives are:

Gary Sullivan, President Scott H. Strauss

David Leonardi, Vice President Rebecca J. Baldwin

UTILITY WORKERS UNION OF AMERICA, SPIEGEL & MCDIARMID LLP _
AFL-CIO, LOCAL No. 369 1333 New Hampshite Ave., NW
120 Bay State Drive Washington, D.C. 20036
Braintree; MA 02184 Phone: (202) 879-4000

Phone: (781) 848:3740 ‘Fax: (202) 393-2866
“Fax: (781) 848-4108 Email: scott. strauss@spiegelmed.com;
Email: gsullivan@uwva369.org rebecca baldwin@spiegelmed.coin
leonardi.david@gmail.com

These individuals may be:contacted regarding this Complaint. In addition, and in
accordance with Section 111.4(b)(2) of the Commission’s regulations, 11 C.F.R.
§ 111.4(b)(2), the contents of the Complaint are supported by the attached, notarized

“Verification” executed by Mr. Leonardi'on behalf of Local 369.!

' Mr. Leonardi’s verification is Attachment 1 to this Complaint:



AFFIDAVIT

State of Massachusetts . y
Plymouth County } . - m
M cle G Plecagla » being first duly swom, deposes and says that

he is employed by Covent, Energy Corporation as at the SEMASS facility in Rochester,
Massachusetts; that he is paid on an hourly basis; and that he received arequest for
donations to Covanta Energy Corporation Political Action Comimittee‘on or about the.

first-quarter of 2008.

Ais} ee - Keogh,

Subscribed and sworn to before mie, the undersigned notary public, this aL day
of July, 2008,

MY COMMISSION EXPIRES: {2°



Federal, state, and local laws impose various restrictions on
political campaign contributions. Under federal law a corporation
may not make political contributions to federal political candidates
or campaign committees. The extent to which corporations are
permitted to contribute to state political candidates or campaign
committees varies from state to state.

* * *
In general, employees are free to make a personal contribution
to any political candidates or committees as an individual and

not as a representative of Covanta, subject to the individual
limitations under state or federal law.

* OK  O*

The regulations relating to political contributions are complex and
changing. Prior to making or authorizing a corporate
contribution..., please consult our Director of Governmental
Affairs and our General Counsel. If you have any questions
concerning a personal contribution, please contact our General
Counsel.

Primarily in order to make contributions to federal political
candidates or committees, we have established a federal political
action committee (or “PAC”). Contributions to the PAC by eligible
employees are voluntary. Whether an employee contributes or not
results in no favor, disfavor or reprisal from Covanta. The PAC
will comply with all related federal and state laws.

29. Local 369’s understanding is that the Policy is given to each new employee. In
addition, the Policy states (at 25) that employees must annually execute a “Certificate of
Compliance” stating that they have “recently read” the document and are complying with all of
the policies therein.

THE FEC DECISION IS CONTRARY TO LAW

30. Contrary to 2 U.S.C. § 441b(b)(4) and 11 C.F.R. § 114.6(c), and as argued in Local
369’s FEC Complaint, the Handbook language quoted above constitutes a solicitation by
Covanta of employees outside its “restricted class” for Covanta’s federal PAC. There are several

reasons why this is the case.


Certificate of Comnetian

COVANTA: HOLDING CORPORATION,
and each of its subsidiaries
Attention: Ethical Equations

Cassville Station

Box88

Jackson; NJ 08527

Thereby advise the Audit Committee that:

Thaye'r id read a copy of the of Busi ‘Onduct (the “Policy”) applicableto Covanta:
Holding: oration, and all its subsidiaries, (collectively, the “Commpany”); I inderstand the purposes and
the contents of this Policy:and ackriowledge that it sets forth the ethical guidelines thé Company requires:
ine to follow in conduicting its busiriess; 1 acknowledge a responsibility to: comply with this booklet in
conducting the Company's business:and, to the best of my ability, I-will-uphold and apply these guidelines
if X.am in doubt I will seek advice:and guidance‘as provided in the booklet before.
‘Tunderstand that failure to-comply with these guidelines will subject me to disciplinary.

i dismissal. .

in full: compliance with the ethical guidelines'set:fortiy in the Policy since the date:of its ‘ast
i.through and including the date set forth below. (This:paragraph does not apply to.new hires
is statentiént for the first-time.)

Employee Name

‘Name\ofEmployer
Positi

Location

Date

Policy of Business Conduct
September,'2007


> "The pertinent language from the ‘regulation related to PACS specifies, “[ilf_a
corporation’ uses a computer for addressing envelopes or labels. for a2 solicitation to
its stockholders or executive or administrative personnel, the corporation shall,
upon written request, program the computer to enable the labor organization to
solicit its members." See 11 CFR 114.5 (k}(2). There is a similar provision_allowing
labor organizations access to facilities used for meetings to solicit as well. See
11 crR 114.5¢k) (3). The compahy may charge the labor organization costs sufficient
to. reimburse it for actual expenses incurred for programming and employee time
rélated to. compliance with the request."

> ;
> Although I recall your initial position was that "all" covanta Energy employees
would be subject to this: “piggy backing" provision...I now know better and
understand that to be incorrect (not sure where you got that interpretation:
from...please share it with me if one exists) and will coordinate the necessary
administrative personnel to enablé your labor organization to solicit your covanta
Semass members only.
Dave
David anechiarico
Director Human Resources.
COVANTA

ENERGY

for a cleaner world

Covanta Energy Corporation
40 Lané Road, Fairfield, nx 07004
973.882.4197 Fax 973.882.7276 Cell 973.953.3998

www. CovantaHolding.com

VVVVVV VV VV VV VV VV

David Leonardi
Tel 508-801-1540.
Fax, 508-437-0277

David Leonardi
Tel 508-801-1540
Fax 508-437-0277

Page 2


MUR 6100 4
Factual and Legal Analysis

2 U.S.C. 441b(b)(4); 11 C.F.R. 114.1(c) and 114.5(g). Solicitations beyond the restricted class
are generally prohibited. 2 U.S.C. § 441b(b)(4)(A).

In its interpretations of these provisions, the Commission has previously advised that a
communication regarding SSF activity is not a solicitation under section 441b where the
information provided would neither encourage readers to support the SSF activities nor facilitate
contributions to the SSF. Advisory Opinions 2000-7, 1991-3, 1988-2, 1983-38, 1982-65,
1980-65, and 1979-66. The Commission has determined that internal intranet postings and
newsletter articles would not be considered solicitations under 2 U.S.C. 441b when they
consisted only of limited informational statements without additional encouragement.

See Advisory Opinions 2000-7 and 1983-38. These latter communications, the Commission
concluded, merely convey information that might engender inquiry, rather than encouraging or
facilitating a contribution. Id.

In contrast, the Commission determined in Advisory Opinion 1999-6 that a solicitation
would occur where a magazine article described the process for an employee to establish
automatic monthly deductions to an SSF, provided a telephone number to call for additional
information, and included several positive references to the convenience and advantages of using
the automatic deduction system. Likewise, the Commission concluded that a solicitation would
occur where a corporate newsletter described the fundraising activities of the SSF and contained
a quotation from the fund’s chairman commending the enthusiasm of employees who had
participated in the fund’s activities during the past year. Advisory Opinion 1979-13.

We believe that the language in Covanta’s employee handbook does not rise to the level
of a solicitation because it does not encourage support for the PAC or facilitate the making of

contributions to the PAC. See, e.g., Advisory Opinions 2003-14, 2000-7, 1991-3, 1988-2,


ATTACHMENT 8

(ics Bee edie