MAINE	SUPREME	JUDICIAL	COURT Reporter	of	Decisions Decision: 20 2 2 ME 58 Docket: BCD

- 21

- 257 Argued : May	10,	2022 Decided: November 29 ,	2022 Panel: S TANFILL ,	C.J.,	JABAR and HORTON,	JJ. ,	CLIFFORD ,	A.R.J. and	HUMPHREY , A

. R

. J. *
RUSSELL	BLACK	et	al.

v. BUREAU	OF	PARKS	AND	LANDS et	al.

PER	CURI A M [¶1] NECEC	 Transmission	 LLC , Central	Maine	 Power	 Co.	 ( collectively , CMP 1 ) ,	 and	 t he	 Bureau	 of	 Parks	 and	 Lands appeal	 from	 a	 judgment	 of	 the Business	and	Consumer	Docket	( Murphy,	J. )	entered	in	favor	of	the	plaintiffs 2 (collectively	Black) , vacating the	Bureau’s lease	of public	reserved	land	to	CMP for	construction	of	a	high

- capacity	transmission	line

. Black	cross

- appeals	from

* Justice	Humphrey	sat	at	oral	argument	and	participated	in	the	initial	conference	while	he	was an	Associate	 Justice	and,	as	directed	and	assigned	by	the	Chief	 Justice,	is	now	participating	in	this appeal	as	an	Active	Retired	Justice.

1 A s	did the	trial	court,	we	refer	to d efendant

- a ppellants	Central	Maine	Power	Co.	and	NECEC Transmission	LLC	collectively	as	“CMP”	for	the	sake	of	consistency	with	prior	orders	in	this	case.

2 The p laintiff

- a ppellees are	Senator	Russell	Black,	Senator	Richard A. Bennett,	former	Senator Thomas B. Saviello, former Representative	 Kent	 Ackley, former Representative	 Seth	 Berry, Representative	 Chad	 Grignon,	 former	 Representative	 Denise	 Harlow,	 Representative	 Margaret O’Neil ,	Representative	William	Pluecker,	Edwin	Buzzell,	Greg	Caruso,	Charlene	Cummings,	Robert Haynes	o/b/o	Old	Canada	Road	National	Scenic	Byway,	Cathy	Johnson,	Ron	Joseph,	John	R.	Nicholas Jr.,	 George A. Smith,	 Clifford	 Stevens,	 Todd	 Towle,	 and	 the	 Natural	 Res ources	 Council	 of	 Maine (NRCM).2 the	trial	court’s	decision	not	to	address	the substantive	question of whether	the Bureau	had	the	constitutional	authority	to	lease the	public	reserved	land

. Black later	moved	to	dismiss	all	appeals	on	the	ground	that	a	citizen’s	initiative,	which purported	to	retroactively	require	approval	of	leases like	the	ones	at	issue	here by	a	vote	of	two

- thirds	of all	members	elected	to each House of	the	Legislature, rendered	the	appeals	moot. [¶ 2 ] The	 broad	 questions	 we	 answer	 are ,	 in	 order , (1) whether	 the United	 States Constitution	 permits	 a	 citizens’	 initiative	 to retroactively invalidate the lease at	 issue; (2) what procedure,	 if	 any,	 the public

- lands provision	of	the	Maine	Constitution	and	its	implementing statutes required	the
Bureau to	follow	before leasing	the	pub lic	reserved	lands ; and (3) whether	the Bureau’s	 lease of	 the	 public	 reserved	 lands exceeded	 the	 Bureau’s constitutional	or	statutory leasing authority

. [¶ 3 ] We	 determine that this	 case	 is	 justiciable , vacate	 the	 judgment rendered	 for	Black, and	remand for entry	of	judgment	in	 favor	of	the	Bureau and	CMP

.3 I. BACKGROUND
A. Constitutional	and	Statutory	Background [¶ 4 ] P ublic reserved	lands	existed	before	Maine	was	a	state.		“At	the	close of	the	Revolutionary	War,	the	Commonwealth	of	Massachusetts	owned

. . . vast amounts	 of	land,	including	most	 of	what	is	 now	 the	 state	 of	Maine .”	 	 Lee	M. Schepps, Maine’s	Public	Lots:	The	Emer gence	 of	a	Public	Trust ,	26	Me.	L.	Rev. 217,	219	(1974).		When	Maine	became	a	state	in	1820,	it	came	to	own	that	land through	 the	 agreement	 that	 granted	 it	 independence

— the	 Articles	 of Separation. Id. at	220

- 21

. [¶ 5 ]		Beginning	in	the	1970s,	public	conc ern	about	the	sale	of	public	lands to	private persons	or	entities precipitated	efforts	to	preserve	public	lands	for future	generations.		The	culmination	of	these	efforts	was a 1993 a mendment	to the	Maine	Constitution : State	park	land,	public	lots	or	other real	estate	held	by	the	State	for conservation	or	recreation	purposes	and	designated	by	legislation implementing	 this	 section	 may	 not	 be	 reduced	 or	 its	 uses substantially	altered	except	on	the	vote	of	2/3	of	all	the	members elected	 to	 each	House.	 	 The	 pro ceeds	 from	 the	 sale	 of	 such	land must	be	used	to	purchase	additional	real	estate	in	the	same	county for	the	same	purposes. Me.	Const.	art.	 IX,	§	23. During	 the	several	years	 f ollowing	 the	amendment’s ratification,	 the	 Legislature	 enacted implementing	 legislation

. See,	 e.g. ,4 12 M.R.S.	§§ 598 to 598

- B (2022) ( Designated	Lands ) ; 12	M.R.S.	§§ 1801

- 1900 (2022) ( establishing	 the Bureau	 of	 P arks	 and Lands and	 prescribing	 its authority )

. [¶ 6 ]		The	Designated	Lands statutes appl y the	requirements	of	article	IX, section	23	 to	certain	 types	 of	public	lands held by	 the	Department	 of	 Inland Fisheries	and	Wildlife ;	under	the	care,	custody,	control,	and	management	of the
Bureau ;	managed	by the	Baxter	State	Park	Authority ; and	gifted	to the	state	or acquired	 by referendum. Id. §	 598

- A(1),	 (2

- A),	 (4)

- (6). It	 applies	 to	 public reserved	lands	and	prevents	those	lands	 from	being	reduced	or	substantially altered	without	 two

- thirds	legislative	ap proval. Id. § § 598

- A , 598

- A (2

- A)(D) , 1801(8) ( defining “ public	reserved	land s” )

. “‘ Reduced ’ means	a	reduction	in the	acreage	of	an	individual	parcel.” Id. §	598(4). “‘ Substantially	altered , ’ in	the use	 of	 designated	 lands, means	 changed	 so	 as	 to	 significantly	 alter	 physical characteristics	in	a	way	 that	 frustrates	 the	essential	purposes	 for	which	 that land	 is	 held	 by	 the	 State .” Id. § 598(5). “The	 essential	 purposes	 of	 public reserved	 and	 nonreserved	 lands	 are	 the	 protection,	 management	 and improvement	of	these	properties	f or	the	multiple	use	objectives	established	in
section 1847.” Id.5 [¶ 7 ]		In	turn,	section	1847	declares that	it	is	in	the	public	interest “that the	public	reserved	lands	be	managed	under	the	principles	of	multiple	use	to produce	 a	 sustained	 yield	 of	 produ cts	 and	 services	 by	 the	 use	 of	 prudent business	 practices	 and	 the	 principles	 of	 sound	 planning	 and	 that	 the	 public reserved	 lands	 be	 managed	 to	 demonstrate	 exemplary	 land	 management practices,	 including	 silviculture,	 wildlife	 and	 recreation	 management
prac tices.” Id. §	1847(1). The	statutory	definition	of “ m ultiple	use ” includes

“ [t]he	 harmonious	 and	 coordinated	 management	 of	 the	 various	 resources without	impairing	 the	 productivity	 of	 the	land	and	with	 consideration	 being given	to	the	relative	values	of	the	various resources . ” Id. §	1845(1)(D)

. And “‘[ s ] ustained	yield ’ means	the achievement	and	maintenance	in	perpetuity	of	a high

- level	 regular	 periodic	 output	 of	 the	 various	 renewable	 resources	 of	 the public	 reserved	 lands	 without	 impairing	 the	 productivity	 of	 the	 land

. ” I d. § 1845(2). The	 Bureau effectuates these principles thro ugh	 the	 creation	 of comprehensive	management plans and	specific	action	plans. Id. §	1847(2). [¶ 8 ] “ [C] onsistent	with	the	management	plans , ” and	the	above statutory provisions,	the	Bureau ,	through	its	director, is	authorized	to	“take	actions	on the	public	reserved	lands .” Id. §	1847(3). For	example, the	Bureau	is authorized

to sell	resources	on	public	reserved	lands,	including	timber,	grass,	wild	foods,6 and	sand	and	gravel	for	use	in	the	construction	of	p ublic roads, id. §	1848(1), and to lease	public	reserved	land	for	both	private	and	industrial	uses,	such	as campsites , mills ,	 or dams, id. §	 1852(5),	 (6).	 	 Relevant here, until	 2021 the
Bureau was authorized	 to lease	 the	right	 to	“[s]et	and	maintain	or	use	poles, electric	 power	 transmission	 and	 telecommunication	 transmission	 facilities, roads,	 bridges	 and	 landing	 strips”	 on	 public	 reserved	 la nd s . 12	 M.R.S

. § 1852(4)(A) (2021)

. 3
B. Project	Background	and Procedural	History [¶ 9 ] In December 2014 , the	Bureau leased part	of	the	Johnson	Mountain and	West	Forks	Plantation 4 public	reserved	lands to	CMP ,	 to	accommodate	a small	portion	of a	high

- capacity	electric	 transmission	line	known as the	New England	 Clean Energy	 Connect	 ( the P roject ).	 	 The proposed P roject is	 145.3 miles	long, with 0.9 miles	of	the	line	cross ing the	leased	portion	of	the Johnson

3 The	 law as later amended by the	 citizens’ initiative expands	 the	 language	 to	 include “transmission lines	and facilities”	and provides that	“[a]ny	such	.	.	.	transmission	lines	.	.	.	are	deemed to	 substantially	 alter	 the uses	 of	 the	 land [,] .	 .	 .	 and	 a	 lease	 or	 conveyance	 for	 the	 purposes	 of constructing	and	operating	such	.

. . transmission	lines	.	.	.	may	not	be	granted	without	first	obtaining the	 vote	 of	 2/3	 of	 all	 the	 members	 elected	 to	 each	 House	 of	 the	 Legislature.” 12	 M.R.S. § 1852(4)(A)(2022); see I.B.	2021,	ch.	1,	§	1	(effective	Dec.	19,	2021) (emphasis	added).

4 The	West	Forks	Plantation	public	reserved	lands are compris ed of	four	individual	lots	in	the Upper	Kennebec	Region:	 the	Northeast,	Northwest,	 Central ,	and	Southwest	lots.	 	 The	West	 Forks Plantation	Northeast	lot	 adjoins	 with	 the	 Johnson	Mountain	 public	 reserve d lands,	 and	is	 the	lot described	 by	 the	 parties	 simply	 as	 the	 “West	 Forks	 Plantation” public	 reserved	 lands. For consistency,	we	will	follow	suit.7 Mountain and	 West	 Forks Plantation public	 reserved	 land s .	 	 The area encompassed	by	the	lease amounts	to	2.6%	of	the	combined	1,241	acres	of the Johnson	Mountain	and	West	Forks Plantation public	reserved	land s . [¶1 0 ] In	2020,	CMP	and	the	Bureau	realized	that	the	2014 l ease	violated a	Maine	statute	because	the	Bureau	had	lease d	the	public reserved	land before the	 Maine	 Public	 Utilities	 Commission	 had	 granted	 a	 Certificate	 of	 Public Convenience	 and	 Necessity	 (C PCN)	 authorizing CMP to proceed with	 the Project

. See 35

- A M.R.S.	§ 3132(13)	(2022)	(barring any lease	of	public	land	for the	purpos e	of	constructing	a transmission	line unless a	CPCN has	been issued ). The	CPCN	was	not	obtained	until	2019 .		On	June	23,	2020, the	Bureau	and	CMP executed a	new l ease for	the	same	public	lands	but	with	an	increase	in the base annual payment paid	by	CMP

. 5 Other alterations include d a	change	in the	lease title	from	“Transmission	Line	Lease” to	“Amended	and	Restated	Transmission
Line	 Lease”	 and the	 addition	 of	 a reference	 to the	 2019 CPCN

. Because	 the
2020 l ease explicitly	states that	it	supersedes	the	2014 l ease	and	that	the	2014

5 Pursuant	to	the 2014 lease,	CMP	was	to	make annual	payments,	with	the	first	payment	due	on the	 date	 of	 execution	 of	 the	 lease, “adjusted	 each	 year	 in	 accordance	 with	 the	 increase	 in	 the Consumer	Price	Index.” A	2 015	lease	amendment increased th e	base	annual	payment from $1,400 to	$3,680,	and	the	2020	lease	further	increased	the	base	annual	payment to	$65,000.8 l ease is	terminated	and	of	no	further	effect,	our	focus	on	review	is	o n the	2020
l ease. [¶1 1 ] O n	the	same	day that the	2020 l ease	was	executed, Black	 filed	a three

- count	 complaint	in	 Superior	 Court	 ch allenging	 the 2014 l ease	 as	 ultra
vires because the	 lease	 would	 reduce	 or	 substantially	 alter public reserved lands	and	therefore had	to	be	approved	by a two
- thirds vote	of the	Legislature

. Black	filed	an	amended	complaint

— the	operative	pleading

— on	July	17,	2020. The	amended	complaint	sought	(1)	a	declaration	that	the	2020 l ease	was also ultra	 vires;	 (2)	 an	 injunction	 to	 prevent	 construction	 of	 the P roject ;	 and (3) alternative ly, judicial review	 of	 the	 Bureau’s	 leasing	 decision , see M.R.
Civ. P. 80C .	 	 The	 case	was	 transferred	 to	 the	Business	 and	 Consumer	Docket ( Murphy, J. )	on	August	25,	2020. [¶1 2 ] The	 Bureau	 and	 CMP each moved	 to	 dismiss	 the counts	 for declarato r y	judgment	and injunctive	relief ,	arguing that	they	were	duplicative of	 the	 Rule	 80C	 count ; and	 CMP ’s	 motion	 also	 requested	 that	 the	 count	 for judicial	review	pursuant	to	M.R.	Civ.	P.	80C	be	dismissed	for plaintiffs’	lack	of standing.	 	 While	 those	 motions	 were	 pending,	 t he trial court	 ordered	 the Bureau	to	file	the	administrative	record,	which	it	did.		The	record	contained	a memorandum dated	 September	 24,	 2020	 (Findings	 Memo) ,	 included	 “to9 facilitate	 judicial	 review,”	 that purportedly memorializes	 the	 Bureau’s determination	that	the	2020 l ease	would	not	reduce	or	substantially	alter	the uses	 of the John son Mountain and West	 Forks Plantation public	 reserved land s . 6 [¶1 3 ] In	orders	issued	on	October	30	and	December	21,	2020 ,	the tria l

court denied CMP’s	motion	to	dismiss the	80C	appeal for	lack	of	standing and the	Bureau ’s and	CMP’s	motions	to	dismiss the	counts	for	declaratory	judgment and	injunctive	relief

. In	response	to	an	argument	made	by	the	Bureau	that ,	if successful,	would have	been potentially	dispositive	of	the	case,	t he trial court then	issued	an	order,	on	March	17,	2021,	holding	that	utility	leases	granted	by

6 An	 introductory	 paragraph of	 the	 Findings	 Memo states	 that	 the “ memorandum	 provides background	detail and	context	and	memorializes	actions,	considerations,	and	legal	interpretations by	[the	Bureau ] related	to	the	[ P roject ]	utility	corridor	lease

. . . . The	lease	was	originally	signed	in December	 2014	 (2014	 Lease)	 and	 was	 amended	 and	 restated	in	 June	 202 0	 (2020	 Amended	 and Restated	Lease). In	preparing	this	memorandum,	the	Bureau	consulted	with	former	Bureau	Director Willard	Harris	and	 former	Director	of	Operations	Tom	Morrison	 for	additional	detail	and	context regarding	the	Bureau’s	memorialized	actions ,	considerations,	and	legal	interpretations	with	respect to	the	2014	Lease	and	review	process .” According	to	the	memorandum, the Johnson	Mountain	and West	 Forks Plantation public	 reserved	lands have	limited	 ecological	 or	 recreational	 value.	 	 Their dominan t	 use	 is	 timber management

. T he timber	 on	 the lots	 w as harvested	 in	 1986

- 1987	 and 2006

- 2007,	with	the	next	harvest	scheduled	to	occur	in	2026

- 2027. The	abutting	properties were also historically	managed	as	commercial	timberlands.		An	existing transmission	line corridor	for the so - called Jackman	Tie	Line	straddles	 the	border	between	 the	 two	lots and	is	 three	miles	long	and 100 feet	wide. The	memorandum	states	that,	although	the	Bureau	did	not	reduce	the	determination to	 writing,	 the	 Bureau,	 bef ore granting each	 lease,	 first	 determined	 that	 the P roject	 does not substantially	alter the Johnson	Mountain	and	West	Forks Plantation public	reserved	lands bec a use the	primary	use	of	the	property	is	timber	harvesting	(and	the	leases	require	that	the	Burea u	be	paid the	value	of	the	trees	cut	for	the	corridor)	and because the	presence	of	the	Jackman	Tie	Line	indicates that these	lots	are	a	reasonable	place	for	another	transmission	corridor.10 the	 Bureau	 “are	 not	 categorically	 exempt	 from	 application	 of	 Article	 IX,
Section 23	of	the	Main e	Constitution.” [¶1 4 ] The trial court	next	addressed ,	in	an	order	entered	April	21,	2021, the	parties’	motions	regarding	the	factual record

. T he trial court	struck from the	record the	Findings	Memo proffered	by	the	Bureau .		Finding	that	nothing	in the record demonstrated that	the	determinations	in	the	Findings	Memo	were made contemporaneous ly with	 the	 execution	 of	 the	 leases ,	 the trial court concluded	that	it	was	barred	from	considering any	post	hoc	material (i.e

. ,	any determination	made b y	the	Bureau	after	the	execution	of	the	lease ) .		The trial court	also	denied	the	Bureau’s alternative motion to	remand the	matter so	that it	could	make	factual	findings	anew	after	accepting	public	comments,	including from	the	plaintiff s	here .		From	this	order	the	Bureau	and	CMP	appealed .		T his
Court ( Gorman , J. ) dismissed that	 appeal as	 interlocutory	 in	 a	 June	 8,	 2021, order. [¶1 5 ] After the	 parties	 filed	motions	 for	judgment	 on	 the	 declaratory judgment count and	briefs on	the	Rule	80C	issues ,	the trial court	issued	a	final judgment	on	August	10,	2021. It granted	Black a declaratory	judgment, held that Black had waived	 the	 request	 for	 in junctive	 relief,	 and reversed	 the Bureau’s	 decision	 to lease	 the	 public	 reserved	 land .	 	 As	 to	 the	 declaratory11 judgment,	 the trial court	held	 that	 the	Bureau	must	make	a determination	of whether	the	leases	would	result	in	a reduction or substantial	alterati on to	the public	reserved	lands by	applying	the statutory	definitions	of	those	terms when deciding	whether	to	lease the lands. 7 The trial court	then	held	that	“the	Maine Constitution	requires	that	any	such	determination	must	be	made	pursuant	to	a public administrative	process” and	indicated	that	the	Bureau needed	to follow the	 process	 required	 for	 an	 adjudicatory	 proceeding

. Cf. 5 M.R.S.	 § 9051

- A (2022) ( providing	notice	requirements	for environmental	agency	adjudicatory hearings ). [¶1 6 ] Addressing	 the	 Rule	 80C	 claim	 next,	 the trial court	 found	 “no competent	 evidence	 supporting	 [the	 Bureau’s]	 assertion	 that	 it	 made	 the requisite	public,	pre

- execution	findings	that	the	2020 l ease	would	not	reduce or	substantially	alter	the	uses	of	the	lands.” It declined	the	Bureau’s	request	to remand	without	vacating	the	lease , in	part	because	it	could	not,	“as	a	matter	of separation	of	powers,”	create	an	administrative	process	for	the Burea u .

7 In	so	holding,	the trial court	rejected	the	Bureau’s	argument	t hat	management	plans	prepared pursuant	to	12	M.R.S. § 1847(2) (2022) suffice	for	a determination	regarding substantial	alteration. These	plans	require	the	Bureau	director	to ,	among	other	things, “compile	and	maintain	an	adequate inventory	of	the	public	reserved	lands,	including	not	only	the	timber	on	those	lands	but	also	the	other multiple	use	values	for	which	the	public	reserved	lands	are	managed.” Id.12 [¶1 7 ] The	Bureau	and	CMP	timely	appealed	three	days	later, and	Black

cross - appeal ed

. See M.R.	 App.	 P.	 2A,	 2B (c) (1) ,	 2C(a)(1)

- (2)

. On	 August	 24, 2021, Black moved	 to	 lift	 the	 automatic	 stay	 pending the appeal. See M.R.
Civ. P. 62(g);	M.R.	App.	P.	1 0. After agreement	of	all the	parties at	a	conference , th is Court	 ( Jabar,	J. )	ordered	CMP	 “to	refrain	 from	all	construction	activities, including	vegetation	removal”	on	the	leased	lands	pursuant	to	M.R.	Civ.	P.	62(g). [¶1 8 ] O n	November	2,	2021,	 the	people	of	Maine	voted	 to approve	an initiated	bill ( the Initiative) that changed the	law governing	the	permitting	of electric	transmission	lines and restricting where they	can be	constructed

. 8 I.B. 2021,	ch.	1,	 §§ 1

- 6 (effective	Dec.	19,	2021)

. 9 T he legislation enacted by	 the
I nitiative require s that all	 “high

- impact	 electric	 transmission	 lines” receive legislative	approval	in	addition	to	a	CPCN and bans outright	such	lines	from	“the

8 On	November	2,	2021,	fifty

- nine	percent of	Maine	voters	approved	the	Initiative,	which	took effect	on	December	19,	2021,	and	effectively	halted	the P roject .		I.B.	2021,	ch.	1,	§§	1

- 6; s ee	NECEC Transmission	LLC	v.	Bureau	of	Parks	and	Lands ,	2022	ME	48,	¶¶ 18

- 23 ,	281	A.3d	618

. Th e	effective dat e	of	the	Initiative	was	approximately four	months	after	the	trial	court	issued	its	final	judgment. The	trial	court,	therefore,	analyzed	the relevant	law as	it	existed	before the	Initiative took	effect

. See 12	M.R.S.	§	1852(4) (2021)

.
9 Bills	introduced	through	the	initiative	process	are	assigned	I.B.	(“Initiated	Bill”)	designations. See Maine	State	Legislature , Votes	on	Initiated	Bills ,	https://legislature.maine.gov/lawlibrary/votes

on - initiated

- bills

- 1910/9204/	(last	visited	Aug.	30,	2 022). An initiative	is	a	type	of	referendum that allows	voters	to	propose	to	the	Legislature	any	bill,	resolve,	or	resolution

. Me.	Const.	art.	IV,	pt.	3, § 18. The Secretary	of	State must verif y the	validity	of	 the	requisite	number	of	signatures	on	 the petition. See	id. §	18(2);	21

- A	M.R.S.	§	905(1)	(2022). T he	Legislature	may then pass	 that	law	as submitted	or refer	the	initiated	measure	to	the	people	for a referendum	vote .		Me.	Const.	art.	IV,	pt.	3, §	18(2)

- (3 ).13 Upper	Kennebec	Region,” both retroactively	to	September	16,	2020. Id. §§	2

- 6

. Relevant	here,	the	Initiative also amend s the	statutes	authorizing th e Bureau	to lease public	reserved	land for	construction	of	transmission	lines by requir ing that such	 leases first receive	 two

- thirds	 legislative approval. Id. §	 1. That provision applies	 retroactively	 to	 September	 16,	 2014 , and	 therefore	 would
govern the	2014 l ease as	well	as	the	2020 l ease . Id. On	December	23,	2021, Black	moved	 to	dismiss	all	pending	appeals	as	moot in	light	of	 the	 Initiative

. After	the	Bureau moved	to	enlarge	the	time	to	respond	to	Black’s	motion,	th is Court	( Horton,	J. ),	ordered	that	the	motion	to	dismiss	would	be	considered	with the	 merits	 of	 the	 appeal ,	 and the	 Bureau	 and	 CMP	 filed	 oppos itions	 to	 the motion	shortly	thereafter. See M.R.	App. P.	4(d),	10

. II. DISCUSSION [¶1 9 ] Before	 turning	 to	 the	 merits	 of	 the	 appeal,	 we	 address the threshold	 issues of	 jurisdiction	 and standing ,	 and	 also the issue	 of	 the
retroactive applica tion of	section	1	of the Initiat ive to	both the 2020 l ease and its	2014	predecessor .		We	determine	that the	Superior	Court	had jurisdiction pursuant	to	the	Maine	Administrative	Procedure	Act	and	Rule	80C	of	the	Maine Rules	of	Civil	Procedure , that certain	plaintiffs	have	standing	to	bring	the	claims14 presented , and	th at section	1	of	the	Initiative cannot	constitutionally	apply	to the	2020 l ease or	its 2014 predecessor

. [¶ 20 ] We	then	address	Black’s	contention	that	article	 IX,	section	23 of the	Maine	Constitution and	the	Designated	Lands statutes require d the	Bureau to	make	a formal determination , before granting the	2014 l ease	and	the	2020
l ease , that	neither	lease	would	reduce	or	substantial ly alter	public	lands. We conclude	 that the Bureau’s grant of leases	of public	reserved	land s were not adjudicatory	 act s because	 the	 Legislature had granted	 the	 Bureau broad authority	 to grant leases	 that	 did	 not	 reduce	 or	 substantially	 alter	 public reserved lands,	without	requiring	any	formal findings,	notice,	hearing , or	other administrative	 or	 adjud icative	 process. Therefore ,	 we	 conclude	 that,	 by the very	 act	 of granting the	 leases,	 the	 Bureau	 de termined that the	 leases	 were within	its	constitutional	and	statutory	authority

. [¶ 2 1]	 	We	 further	 conclude	 that ,	 because	 the	 Bur e au’s lease of	 public

res erved	land is a	contractual	act	limited	only	by	the	Legislature’s broad grant of	leasing	authority to	the	Bureau ,	the grant of the	2020 l ease is	reviewable	only to	 determine	 whether	 the	 Bureau	 exceeded	 its	 statutory	 or	 constitutional authority and	therefore	acted	ultra	vires

. Lastly, based	on the	undisputed	facts regarding	the nature ,	location ,	uses, and	extent	of	the 2020 l ease and	the	public15 reserved	land s it concerns , we	conclude that the	2020 l ease does	not cause	the public	 reserved	 lands , of	 which	 it concerns a	 very	 small	 portion , to	 be “substantially	 altered ” for	 purposes	 of	 the	 Maine	 Constitution	 and	 the Designated	Lands statutes

. Me.	Const.	art.	IX,	§	23 ;	12	M.R.S.	§	598(5)

. Because the	2020 l ease	co ncerns the	same	portion	of	the	same public	reserved	lands	as the	2014 l ease,	our	conclusion	necessarily	applies	to	both.
A. Jurisdiction [¶ 22 ]		The	parties	disagree	about	the	basis	of	jurisdiction	both in the	trial court	and	here. The	Bureau	and	CMP	maintained , in	their	motion s to	dismiss Black’s	ultra	vires	claim	in	Count 1 and	the	injunction	claim	in	Count 2 of	the first	 amended	 complaint ,	 that	 jurisdiction	 exists	 solely	 under	 Rule	 80C,	 and they	repeat	the	argument	here,	citing	to	our	decision	in Fair	Election s	Portland v.	 City	 of	 Portland, 2021	 ME	 32,	 ¶ ¶ 19, 21	 n.7, 252	 A.3d	 504

— precedent	 in which	 we	 approved	 the dismissal	 of	 independent	 claims	 as	 duplicative	 of a Rule 80B	appeal. Black	responds	 that	 the	purpose	of	Count 1 was	 to	seek	“a declaratory	 judgment that	 signing	 the	 2014	 and	 2020 l eases	 without	 first obtaining	a	 two

- thirds	vote	of	each	House	violated	Article	 IX,	Section	23	and was	therefore ultra	vires .” Neither	argument	is	wrong , and	our	decision	in Sold, Inc.	v.	Town	of	Gorham helps explain	why. 2005	ME	24,	86 8	A.2d	172.16 [¶ 23 ] In Sold , seven	 subdivision	 developers	 brought	 a	 declaratory judgment action

— not	 a	 Rule	 80B	 appeal

— challenging certain impact	 fee requirement s in	 the conditional approvals	 the	 town	 planning	 board	 had granted. Id. ¶ ¶ 1 ,	3

. We	held	that	their	appeal	was	barred	by	the	exclusivity provisions	of	Rule	80B	because	the	actions	appealed	from	were	not	outside	the planning	board’s	authority	and	could	not	be	the	basis	for	a n	ultra	vires	claim : All	of	the	subdivisions	at	issue	in this	action	were	approved,	subject to	 a	 condition	 requiring	 payment	 of	 the	impact	 fee. There	is	 no dispute	 that	 none	 of	 the	 conditional	 approvals	 given	 to	 the plaintiffs ’ subdivision	 applications	 were	 challenged	 within	 the thirty

- day	period	required	by	M.R.	Civ.	P.	80B(b). When	the	time	to file	 an	 appeal	 expired,	 the	 conditional	 approvals,	 including the impact	 fee	 requirements,	 became	 final,	 and	 were	 not	 subject	 to challe nge. A	 declaratory	 judgment	 action	 cannot	 be	 used	 to	 create	 a cause	 of	 action	 that	 does	 not	 otherwise	 exist.	 	 A	 declaratory judgment	 action	 may	 only	 be	 brought	 to	 resolve	 a	 justiciable controversy.		Thus,	a	declaratory	judgment	action	cannot	be	used to	re vive	a	cause	of	action	that	is	otherwise	barred	by	the	passage of	time.		The	declaratory	judgment	law, 14	M.R.S.A.	§§	5951

- 5963 (20 03 ) ,	does	not	provide	a	 self

- help	device	 for	parties	who	have failed	to	timely	appeal	a	municipal	administrative	decision	to gain an	extension	or	revival	of	the	time	to	appeal	and	reopen	a	decision that	has	otherwise	become	final. The	plaintiffs	assert	 that	 they	may	appeal	by	a	declaratory judgment	 action,	 after	 the	 normal	 time	 period	 for	 appeal	 has expired,	if	the	challenged	action	of	the	municipality	is	ultra	vires	as being	beyond	the	lawful	statutory	or	constitutional	authority	o f	the Town	to	act. If	the	plaintiffs ’ view	of	the	law	is	correct,	then	there would	be,	in	effect,	no	time	limit	to	appeal	any	action	of	a	municipal17 government

— or	 the	 state	 government	 for	 that	 matter

— that	 is alleged	 to	 be	 inconsistent	 with	 a	 statutory	 or	 c onstitutional requirement. Our	 law	 does	 not	 countenance	 such	 a	 wholesale deviation	 from	 explicit	 provisions	 requiring	 timely	 appeals	 to promote	finality	of	administrative	actions. Subject to equitable defenses including laches, a governmental action may be challenged at any time, as ultra vires, when the action itself is beyond the jurisdiction or authority of the administrative body to act. Thus, municipal or state actions may be collaterally attacked as outside the jurisdiction or authority of an agenc y, when it is claimed that the ordinance or statute under which the administrative agency purported to act was unconstitutional on its face, thus rendering the administrative action beyond the lawful authority of the challenged agency. Here,	 there	 is	 no dispute	 that	 the	 Planning	 Board	 had authority	to	consider,	approve,	and	attach	conditions	to	approvals of	 subdivisions. Plaintiffs	 only	 challenge	 one	 condition	 of	 the subdivision	 approval	 as	 inconsistent	 with	 statutory	 and constitutional	 requirements. Su ch	 challenges	 are	 the	 essence	 of matters	 that	 must	 be	 brought	 pursuant	 to	 Rule	 80B	 to	 question whether	the	particular	action	of	a	municipal	administrative	agency is	consistent	with	the	requirements	of	law.
Id. ¶¶	9

- 13 (citations	omitted)

. [¶ 24 ] Our	decision in Sold illustrate s the	principle	that	ultra	vires	claims constitute	a	narrow	exception	to	the Rule	80B	(and Rule	80C ) exclusivity	rule, but	only	if Rule	80B	(or Rule	80C ) review	is	unavailable. Applied	to	this	case, that	 principle leads	 us	 t o	 conclude	 that Black ’s	 declaratory	 judgment	 count applies	only to	the	2014 l ease and	is	duplicative	as	to	the	2020 l ease.		H is	appeal of	the	2020 l ease met	the Rule	80C	time	limits , and	Rule	80C , along with the18 Maine	Administrative	Procedure	Act , authoriz e s a	reviewing	court	to entertain claims	that	an	agency	decision	is “[i]n	excess	of	the	statutory	authority	of	the
agency . ” 5	M.R.S.	§	11007(4)(C)(2 ) (2022)

. That	the	2014 l ease	was	terminated by	the	2020 l ease	raises	a	mootness	issue as	to Black’s declaratory	judgment

count ,	 but because	 the	 ultra	 vires	 issue	 is	 the	 same	 as	 to	 both	 leases ,	 an invalidation	of	the	2020 l ease	on	ultra	vires	grounds	would	likewise	invalidate the	2014 l ease,	were	it	still	in	effect ,	rather	than	resurrecting it

. Moreover,	the trial	 court ’ s	 ruling	 that	 the	 Bureau	 was	 required	 to	 make	 a	 “substantial alteration”	 determination	 and	 conduct	 an	 administrative	 process	 before granting the	 leases	 is	 reviewable	 here	 only	 under	 Rule	 80C	 and	 the	 Maine Administrative	Proc edure Act because	the	ruling	focused	on the	procedure	for granting the	leases ,	not on the	Bureau’s substantive authority	to grant them

. In

sum, Rule	80C	allows	us	to	consider	both	of	Black’s	challenges	to	the	leases

— the	Bureau’s	failure	to	meet alleged	procedural	requirements	and	the	Bureau’s alleged	 ultra	 vires	 action

— and we	 deem Black’s Rule	 80C appeal as	 to	 the
2020 l ease to	be	the	appropriate focus of	our	review.
B. Sta ndard	of	Review [¶ 25 ]		“ When	we	consider	a	judgment	of	the	Superior	Court,	reviewing	a decision	of	a	state	administrative	agency	pursuant	to	M.R.	Civ.	P.	80C,	we	follow19 the	standards	of	review	governing	administrative	appeals.		Thus,	when	the	trial court	has	acted	in an intermediate	appellate	capacity,	we	review	directly	 the original	decision	of	the	fact

- finding	agency,	without	deference	to	the	ruling	on the	intermediate	appeal	by	the	court	from	which	the	appeal	is	taken .” Anderson v.	 Me.	 Pub.	 Emps.	 Ret.	 Sys. ,	 2009	 ME	 13 4,	 ¶	 2,	 985	 A.2d	 501. “Statutory construction	 is	 a	 question	 of	 law,	 and,	 therefore,	 we	 review	 [the	 agency’s statutory	interpretation]	de	novo.” Med.	Mut.	 Ins.	Co.	of	Me.	v.	Bureau	of	 Ins. , 2005	ME	12,	¶	5,	866	A.2d	117.
C. Standing [¶ 26 ] We review	standing de	novo as	a	question	of	law and	may	raise	the issue	sua	sponte ; therefore we	are not	bound	by	 the	 trial	court’s	conclusion. Blanchard	v.	Town	of	Bar	Harbor ,	2019	ME	168,	¶	8,	221	A.3d	554. The	plaintiffs bear	 the	 burden	 of	 establishing	 standing,	which is	 determined	 based	 on	 the circumstances	that	existed	when	the	complaint	wa s	filed. Bank	of	Am.,	N.A.	v. Greenleaf ,	 2014	 ME	 89,	 ¶	 7,	 96	 A.3d	 700; Conservation	 L

. Found.	 v.	 Town	 of Lincolnville , No.	 AP

- 00

- 3, 2001	 Me.	 Super.	 LEXIS	 26, at *21 (Feb.	 28,	 2001) (citing Sims	v.	State	of	Florida ,	862	F.2d	1449,	1458	(11th	Cir.	1989) )

. [¶ 27 ] In	Maine,	standing	is	prudential,	not	constitutional. Roop	v.	City	of Belfast ,	2007	ME	32,	¶	7,	915	A.2d	966. Thus,	this	Court	may	“limit	access	to20 the	courts	to	those	best	suited	to	assert	a particular	claim.” Id. ( quotation	marks omitted ).	 	 “Just	 what	 particular	 interest or	 injury	 is	 required	 for	 standing purposes	and	the	source	of	that	requirement

— whether	st atutory
- or	common law

- based

— varies	based	on	the	type	of	claims	b eing	alleged.” Greenleaf ,	2014 ME	89,	¶	7,	96	A.3d	700. Our standing	analysis	in Fitzgerald	v.	Baxter	State	Park Auth ority is	 applicable	 because	 the	 plaintiffs	 in Fitzgerald, like	 those	 her e, asserted that a	state agency	entrusted	with management	of	public	lands had acted	 in	 excess	 of	 its authority. 385	 A.2d	 189, 194, 196

- 97 (Me.	 1978). In Fitzgerald, we	decided	that	users	of	the	public	land	in	question	had	standing	to challenge	the	agency’s	action

. Id. at	196

- 97. [¶ 28 ] CMP	 contends	 that	 none	 of	 the	 plaintiffs	 here	 “claim	 standing based	 on	 traditional	 property	 rights	 or	 a	 nexus	 to	 [the	 Bureau’s	 leasi ng] decision,”	further	noting	that	“most	of	these	plaintiffs	have	not	alleged any use of	either	the	leased	land	itself	or	the	broader	public	lots	in	Johnson	Mountain Township	 or	 West	 Forks	 Plantation.” To	 the	 contrary,	 a t least three of	 the individual plaintiffs	have	sufficiently	demonstrated standing .		Specifically,	the f

irst a mended c omplaint	alleges	that	plaintiffs Edwin	Buzzell, Clifford	Stevens , and	Todd	Towle	own and	operate outdoor	recreation and	guiding businesses that	“operate[]	in	a nd	around	the	public	reserved	lands”	subject	to	the	lease ,21 and that	 they have	 hunted	 and	 fished	 in the area as	 well

. Although	 the se plaintiffs	allege	no	specific	harm	beyond	the	transmission	line’s	mere	visibility, the ir	history	of	use	of	the public reserved lands , occupied	in	part	by	the	area encompassed in the	 original	 and	 subsequent	 leases , is	 sufficient to	 confer standin g. See id. a t 196

- 97

. [¶ 29 ] We further	 hold	 that	 NRCM	 has	 associational	 standing.	 	 “An association	 has	 standing	 to	 bring	 suit	 on	 behalf	 of	 its	 members	 when	 its members	would	otherwise	have	standing	to	sue	in	their	own	right,	the	interests at	 stake	 are	 germane	 to	 the	 organization ’ s	 purp ose,	 and	 neither	 the	 claim asserted	 nor	 the	 relief	 requested	 requires	 the	 participation	 of	 individual members	in	the	lawsuit.” Friends	of	the	Earth,	Inc.	v.	Laidlaw	Env’t	Servs.	(TOC),
Inc. ,	528	U.S.	167,	181	(2000 ); see also Conservation	L

. Found. , 2001 Me.	Super. LEXIS	26,	at	* 18

- 1 9

. [¶ 30 ] NRCM	satisfies	each	part	of	this	test.		First,	Towle and	Buzzell	are member s of	NRCM	and	otherwise	ha ve standing	 to	sue	individually.		Second, NRCM	 is	 an	 environmental	 advocacy	 group	 whose	 “mission	 is	 ‘protecting,

con serving,	and	restoring	Maine’s	environment

. ’”		The	claims	at	issue	seek	the invalidation	of	a	lease	of	public reserved land s and	are	undoubtedly	germane to	NRCM’s	environmental	conservation	mission.22 [¶ 3 1] W e	 have never determine d whether	individual	members	 of	 the Legislature	have	standing	to	challenge	agency	a ction. See Me. Senate	v.	Sec’y	of
State ,	2018	ME	52,	¶ ¶	13, 25,	1 83	A.3d	749	(assuming	without	deciding	that	the Maine	Senate	had	standing	to	seek	“declaratory	and	injunctive	relief	to	halt	the implementation	of	ranked

- choice	voting”); see also Carson	v.	Comm’r	of	the Dep’t of	Health & Hum.	Servs. , No.	AP

- 18

- 48, 2019	Me.	Super.	LEXIS	170, at * 3, 5

- 6 (June	27,	2019) (declining	to	determine	whether	a	state	senator	had	standing to	bring	a	Rule	80C	petition	because	other	petitioners	had	standing). Because we	have	determined	that	other	plaintiffs	have	s tanding	to	pursue	these	claims, we	need	not	resolve	this	question here

. D. Retroactive Applica tion of the	Initiative to	the	2020	Lease [¶ 32 ] After the	 Initiative went	into	effect,	Black	moved	 to	dismiss	 this pending	 appeal	 on	mootness	 grounds ,	 contending	 that	 the	 enactment	 of	 the Initiative	invalidated	the 2020	l ease	as	a	matter	of	law	and	therefore	obviated the	need	to	review	the	trial	court’s	judgment

. We	do	no t	address	the	merits	of moot	cases	absent	exceptional circumstances , so before	continuing	our	analysis we	need	to	consider	the	effect	of	the	Initiative	upon	the	justiciability	of	this	case.
See Mainers	for Fair	Bear	Hunting	v.	Dep’t of	Inland	Fisheries	&	Wildlife , 2016 ME 57, ¶ 7, 136 A.3d 714. Black contend s that	 application	 of	 the	 new	 law23 (1) invalidates	 the	 lease	 between	 the	 Bureau	 and	 CMP;	 (2)	 creates	 the argued

- for	public	process	regarding	substantial	alteration	determinations by requiring	 legislative	 approval	 of	 high

- impact	 transmission	 line	 leases;	 and (3) eliminates	the	need	for	this	Court	to	determine	if	the P roject substantially alters	 the	 public	 reserved	 lands	 at	 issue	 because	 the	 legislation	 makes	 that determination	by	fiat. W hether section	1	of	the I nitiative	moots	this	appeal , as Black	contends , depends	on	whether	the	Initiative	applies	retroactively	to	the
202 0 l ease . 1. Retroactive Application	Generally [¶ 33 ] We	begin	our	discussion	of	the	Initiative	by	noting	that	“ [ t]he	same constitutional	 limitations	 on	 legislative	 authority	 apply	 to	 citizen

- initiated legislation	 as	 apply	 to	 the	 enactments	 of	 the Legislature,”	 although “citizen

- initiated	 legislation	 enjoys	 a	 heavy	 presumption	 of	 constitutionality and	should	be	construed	liberally.” NECEC	Transmission	LLC	v.	Bureau	of	Parks and	 Lands ,	 2022	 ME	 48,	 ¶	 35, 281 A.3d 618 ( quotation	 marks	 omitted )

. Secti on 1	of the	Initiative amend ed 12	M.R.S.	§	1852(4)	to require two
- thirds legislative	approval	before	the	Bureau	may grant “a	lease	or	conveyance	for	the24 purpose	of	constructing	and	operating

. . .	transmission	lines	and	facilities”	and makes	the	amendment	retroactive	to	September	16,	2014. I.B. 2021,	ch. 1,	§ 1. 10 [¶ 34 ] A new	statute	enacted	by	citizen	initiative	or	by	the	Legislature	can apply	 retroactively if	 (1) the	 statute	 is	 intended to apply	 retroactively	 and (2) retroactive	 application	 does	 not	 violate	 any	 provisions	 of	 the	 Maine
Constitution. MacImage	of	Me.,	LLC v.	Androscoggin	C ount y. ,	2012	ME	44,	¶¶	21, 23,	 40	 A.3d	 975; State	 v.	 L.V.I.	 Grp. ,	 1997	 ME	 25,	 ¶	 9,	 690	 A.2d	 960	 (“If	 the Legislature	intends a retroactive	 application,	 the	 statute	must	 be	 so	 applied unless	 the	 Legislature	is	 prohibited	 from regulating	 conduct	in	 the	intended

10 Section	1 provides for	the	statu te,	as	amended,	to	state in	full: 4.	 	 Lease	 of	 public	 reserved	 land	 for	 utilities	 and	 rights
- of
- way. The b ureau	may	lease	the	right,	for	a	term	not	exceeding	25	years,	to: A. Set	 and	 maintain	 or	 use	 poles,	 electric	 power	 transmission	 and telecommunication transmission	lines	and	facilities,	roads,	bridges,	and	landing strips; B. Lay	and	maintain	or	use	pipelines	and	railroad	tracks;	and C.		Establish	and	maintain	or	use	other	rights

- of

- way. Any	such	poles,	transmission	lines	and	faciliti es,	landing	strips,	pipelines	and	railroad tracks	under	 this	subsection	are	deemed	 to	substantially	alter	 the	uses	of	 the	land within	the	meaning	of	the	Constitution	of	Maine,	Article	IX,	Section	23,	and	a	lease	or conveyance	for	the	purpose	of	constructin g	and	operating	such	poles,	transmission lines,	and	facilities,	landing	strips,	pipelines	and	railroad	tracks	under	this	subsection may	not	be	granted	without	first	obtaining	the	vote	of	2/3	of	all	the	members	elected to	each	House	of	the	Legislature. Notw ithstanding	Title	1,	section	302	or	any	other	provision	of	law	to	the	contrary, this	subsection	applies	retroactively	to	September	16,	2014. 12	M.R.S.	§	1852(4)	(2022); see I.B.	2021,	ch.	1,	§	1.25 manner,	and	such	a	limitation	upon	the	Legislature’s	power	can	only	arise	from the	 United	 States	 Constitution	 or	 the	 Maine	 Constitution.”	 (quotation	 marks omitted)). Cf

. Opinion	 of	 the	 Justices ,	 103	 Me.	 506,	 508,	 69	 A.	 6 27	 (1907) (“[L]aws	and	regulations	are	to	be	held	valid	unless	there	can	be	pointed	out some	 provision	 in	 the	 State	 or	 United	 States	 Constitution	 which	 clearly prohibits	them.”). [¶ 35 ] The analysis	of the	first prong	of	the MacImage retroactivity	test is plain : section	 1	 explicitly	 states	 that	 the	 law	 applies	 retroactively	 to September 16,	2014.		I.B. 2021,	ch. 1,	§	1

. The second prong requires a	more extensive analysis. Black’s	 motion	 to	 dismiss contend s that retroactive application	of section	1	of	the	Initiative to	the	2020 l ease does	not violate	the Contract	 Clause or	 the Due	 Process	 Clause	 of	 either	 the	 United	 States Constitution	or	the Maine	Constitution

. We	disagree and hold	that	retroactive application	 of	 section	 1	 of	 the I nitiative	 violates	 the	 Contract	 Clause	 of	 the United	States Constitution , 11 and,	therefore, need not	reach	Black’s argument regarding	the	Due	Process	Clause’s	vested	rights	doctrine

.

11 CMP	and	the	Bureau have	raised no	independent	argument	sp ecific	to	the	Maine	Constitution ’s Contract	 Clause

. We	 have	 never	 stated	whether	 the	 Contract	 Clause	 of	 the	Maine	 Constitution	is coextensive	with	that	of	the	U.S.	Constitution. Because	the	issue	is	not	briefed, this	case	is	not	the forum to	decide	that question. See State v. Chan , 2020 ME 91, ¶ 18 n.10, 236 A.3d 471

.26 2. Section	1	of the	Initiative and the	Contract	Clause [¶ 36 ] Th e federal constitution’s Contract C lause limit s the	enactment	of laws impairing	the	obligation	of	contracts. See U.S.	Const.	art.	1,	§	10,	cl.	1. Its general	purpose	is “to	encourage	trade	and	credit	by promoting	confidence	in the	stability	of	contractual	obligations”	by	“limit[ing]	the	power	of	the	States	to modify	 their	 own	 contracts	 as	 well	 as	 to	 regulate	 those	 between	 private parties.” U

. S

. Tr.	 Co.	 v.	 New	 Jersey ,	 431	 U.S.	 1,	 15,	 17	 (197 7 ) ; see	 also
R ediscovering	the	Contract	Clause , 97	Harv.	L.	Rev.	1414,	1429 (1984) ( “[T]he reasons	motivating	legislators	to	impair	contractual	obligations	must	relate	to a	 diffuse	 public	 interest	 rather	 than	 merely	 to	 narrow	 factional	 ends.	 .	 .	 . Moreover,	the	imperat ive	that	government	accommodate	private	expectations by	acting	only	pursuant	to	rules	fixed	and	announced	beforehand	demands	that the	legislature ’ s	discretion	to	repudiate	the	state ’ s	own	obligations	be	strictly constrained.”	 (footnotes	 and	 quotation	 marks omitted))

. This	 limitation applies	 not	 only	 to	 state legislatures	 but	 also	 to v oters ,	 who “ may	 no	 more violate	 the	Constitution by	enacting	a	 ballot	measure than	a	legislative	 body may	do so	by	enacting	legislation .” Citizens	Against	Rent	Control/Coal. f or	Fair Hous.	v.	City	of	Berkeley ,	454	U.S.	290,	295	(1981).27 [¶ 37 ] “Yet	 the	 Contract	 Clause	 does	 not	 prohibit	 the	 States	 from repealing	 or	 amending	 statutes	 generally,	 or	 from	 enacting	 legislation	 with retroactive	eff ects.” U.S.	Tr

. Co. ,	431	U.S. at	17. We	therefore	must	determine	if a	particular	exercise	of	legislative	power	justifies	the	impairment	of	a	contract.
Id. at 17, 21

- 22. [¶ 38 ] To	 do	 so,	 we	 use	 a	 three

- step analysis :	 first,	 we	 determine	if	 a legislative	act	results	in	a	substantial	impairme nt	of	a	contractual	relationship; if	it	does,	we	next	identify	the	legislative	purpose	of	that	impairing	act;	then,	we determine	 if	 that	 purpose	 justifies	 the	 alteration	 of	 the	 contracting	 parties’ rights	and	responsibilities. Kittery	Retail	Ventures,	LLC v.	Town	of	Kittery ,	2004 ME	65,	¶	38,	856	A.2d	1183; see	also	Energy	Rsrvs.	Grp .,	Inc. v.	Kan.	Power	&	Light
Co. ,	459	U.S.	400,	411

- 1 3 (1983). [¶ 39 ] Under	 the	 first step ,	 we	 ask	 “whether	 there	 is	 a	 contractual relationship,	whether	a	change	in	law	impairs	that	contractual	relationship,	and whether	the	impairment	is	substantial.” Kittery	Retail ,	2004	ME	65,	¶	38,	856 A.2d	1183	(quotation	marks	omitted). To	determine	the degree	of	impairment, we	 consider	 several	 factors,	 including	 whether	 the	 subject	 matter	 of	 the contract	 is	 already	 regulated , whether	 the	 additional	 regulation	 was foreseeable , and	 whether	 the	 change	 in	 law	 affects	 the	 contract	 itself,	 as28 opposed	to	the	un derlying	subject	matter. Id. ¶¶ 39

- 41. We	may	also	consider the	value	of	the	contract	and	the	extent	to	which	the	impairing	law	undermined the	parties’	contractual expectations. See	U.S.	Tr

. Co. ,	431	U.S.	at	18

- 21

. [¶ 40 ] If a	legislative	act	substantially	impairs	a	contract,	we	next	identify the	legislative	purpose	of	the impairing	act. See Kittery	Retail ,	2004	ME	65,	¶ 38, 856	A.2d	1183; Energy Rsrvs.	Grp.,	Inc. , 459	U.S.	at	411

- 12 ; U.S.	Tr

. Co. ,	431	U.S.
at	21

- 22. As	long	as	the S tate	has	not	contracted	away	an	essential	attribute	of sovereignty, 12 a public

- purpose	 justification	 for	 a	 contractual	 impairment	 is required,	 to	 “guarantee[]	 that	 the	State	is	exercising	its	 police	 power,	 rather than	providing	a	benefit	to special	interests.” Energy	Rsrvs.	Grp.,	Inc. ,	459	U.S.
at	412 ; see U.S.	Tr.	Co. , 431	U.S.	at	23

. “We	look	to	the	plain	language	of	a	statute to	 discern	 the	 real	 purpose	 of	 the	 legislation.” Am

. Republic	 Ins.	 Co. v. Superintendent	 of	 Ins. ,	 647	 A.2d 1195,	 1197	 (Me.	 1994)	 (quotation	 marks omitted).		We	do	so “to	reconcile	the	strictures	of	the	Contract	Clause	with	the essential	attributes	of	sovereign	power	necessarily	reserved	by	 the	States	 to safeguard	the	welfare	of	their	citizens .” U.S.	Tr

. Co. ,	4 31	U.S.	at	21	(quotation

12 If	 the	impaired	contract purports	 to	bargain	away	an	aspect of	state	sovereignty,	 the focus turns	to “the	State’s	power	to	create	irrevocable	contract	rights	in	the	first	place, rather	than	[ to ]	an inquiry	into	the	purpose	or	re asonableness	of	the	subsequent	impairment.” U.S.	Tr

. Co. v.	New	Jersey , 431	U.S. 1, 23 (1977)

. No party contends	that	the	2020 l ease	implicates	a	matter	of	state	sovereignty.29 marks	and	citation	 omitted). An	impairing	law	 “must	have	a	 significant	and legitimate	 public	 purpose	 behind	 [it],	 such	 as	 the	 remedying	 of	 a	 broad	 and general	social	or	economic	problem.” Energy	Rsrvs.	Grp.,	In c. ,	459	U.S.	at	411

- 12 (citation	omitted)

. [¶ 4 1] Lastly ,	 once	 we	 have	 identified	 the	 legislative	 purpose,	 we determine	 whether	 that	 purpose	 justifies	 the	 alteration	 of	 the	 contracting parties’	rights	and	responsibilities. See	Energy	Rsrvs.	Grp .,	Inc ,	459	U.S.	at	412; Kittery	Retail ,	2004	ME	65,	¶	38,	856	A.2d 1183; see also	U

. S

. Tr

. Co. ,	431	U.S.	at 22	(“Legislation	adjusting	the	rights	and	responsibilities	of	contracting	parties must	 be	 upon	 reasonable	 conditions	 and	 of	 a	 character	 appropriate	 to	 the public	 purpose	 justifying	 its	 adoption.”). We	 will	 defer	 t o	 the L egislature’s judgment	 as	 to	 the	 necessity	 and	 reasonableness	 of	 economic	 or	 social regulation,	unless,	as	here,	the S tate	is	a	contracting	par ty. See Kittery	Retail , 2004	ME	65,	¶	38,	856	A.2d	1183	( stating	that no	deference is	owed if	“the	State .	 .	 .	 is	 a	 contracting	 party”); see	 also U .S. Tr. Co. ,	 431	 U.S.	 at	 25

- 26	 (“[A]n impairment	may	be	constitutional	if	it	is	reasonable	and	necessary	to	serve	an important	 public	 purpose.	 	 In	 applying this standard,	 however,	 complete deference to	 a	legislative	 assessment	 of	 reasonableness	 and	 necessity	is	 not appropriate [when] the	State’s	self

- interest	is	at	stake.”).30 [¶ 42 ] We	now	apply	these principles to	the	instant	case.		T he	contractual relationship	 at	 issue is defined	 in the 2020 l ease . Before the enactment of

s ection	1	of	the	Initiative, the	Bureau	had	been	delegated	the	authority	to	freely lease	public	reserved	land	to	“ [ s ] et	and	maintain”	transmission	lines,	so	long	as the	 term	 of	 the	lease	 did	 not	exceed	 twenty

- five	 years. 12	M.R.S. §	 1852(4) (2021)

. Section	1	retroactively	stripped	the	Bureau	of	that	authority

. See I. B. 2021,	ch.	1,	§	1

. This	impairs	the	lease	between	the	Bureau	and	CMP	for	two

reasons. First, Section 1	essentially	invalidates	the	lease	as	ultra	vires

— beyond the	 Bureau’s	 authority. Such	 an	 invalidation	 disrupts	 the	 longstanding contractual	expectations	between	the	Bureau	and	CMP. I t results	in the total destruction	 of	 the	 parties’	 contr actual	 expectations and	 is	 therefore a substantial	impairment

. See	U .S. Tr.	Co. ,	431	U.S.	at	26

- 27. [¶ 43 ] Second,	the	new	r ule	at	the	heart	of	Section	1	of	the	Initiative

— that	the	Bureau is retroactively	stripped	of	an	authority	it	possessed at	the	time of	the granting of	both	the	2014	and	2020 l eases — was	not	foreseeable	when the	lease s w ere granted

. T he	management	 of public	 reserved	lands	and	 the construction	 and	 operation	 of	 electric	 tran smission	 lines	 are	 regulated
activities , and	 therefore	 any regulations	 modifying	 the	 parties’	 rights	 and responsibilities	 under	 the	 lease	 should	 be	 reasonably	 foreseeable .	 	 On	 this31 point,	Black	contends	that	a	lease	provision	which	states that CMP	“shall	b e	in compliance	 with	 all	 Federal,	 State	 and	 local	 statutes,	 ordinances,	 rules	 and regulations,	 now	 or	 hereinafter	 enacted”	 is	 evidence	 that	 “the	 written instrument	underlying	[the	contractual]	relationship	expressly	contemplates” retroactive	legislation. Although	it	may	have	been	reasonably	foreseeable	that future	legislation	would affect the	lease,	it	would	be unreasonable to	suggest that	it	was	foreseeable,	a t	the	time	of	the	execution	of	the	lease (June	23,	2020) , that	 a	 citizens’	 initiative (approved	 by	 voters	 on	 November	 2,	 2021) with	 a retroactivity	provision	dating	back	seven	years	would completely invalidate the lease. [¶ 44 ] Having	 determined	 that Section	 1	 of	 the	 Initiative substantially impairs	the	lease	b etween	the	Bureau	and	CMP,	we	next	identify	the	legislative purpose	of	that	part	of	the	referendum ,	looking	to	the	Initiative’s plain	language to	do	so .		Section 1	is	a	relatively	short	provision,	and	its	text	reveals	no	clear purpose.		The	legal effect of the	amendment	is	legislative	oversight	of	actions the	 Bureau	 had	 previously	 been	 authorized	 to	 take.	 	 Black	 asserts	 that	 the purpose	 of	 the	 legislation	 is	 “additional	 environmental	 protection s and legislative	oversight.” We	assume , without	deciding , that	this	is	the I nitiative’s32 legislative	purpose. 13 Because	the	State	is	a	party	to	the	impaired	contract, the underlying	 legislative	 purpose	 is	 not	 entitled	 to	 the	 usual	 deference .	 	 Black argues	that full	deference should still apply here	because,	although	the	State	is a	party	to	the	lease,	it	derives	no	“financial	benefit”	from	the	impairment. But the	limitation	 on	a s tate’s ability	 to	impair , through	 retroactive	legislation , a contract	 to	which	it	is	a	party applies	 regardless	of	wh ether	 the	impairment benefi t s	 the	 State	 financially

. “[A]	 State	 is	 not	 completely	 free	 to	 consider impairing	 the	 obligations	 of	 its	 own	 contracts	 on	 a	 par	 with	 other	 policy alternative s . Similarly,	a	State	is	not	free	to	impose	a	drastic impairment	when an	evident	and	more	moderate	course	would	serve	its	purposes	equally	well. ” U .S.
Tr

. Co. ,	431	U.S. at	30

- 3 1 (emphasis	added)

. There	clearly	was	a	more	moderate

course available	 here	 that	 would	 have	 promoted	 the	 alleged	 goals	 of

13 The	stated purpose	of	the	Initiative	is not specifically to prevent	the P roject from	being	built

. But	s ee NECEC	Transmission	LLC	v.	Bureau	of	Parks	&	Lands ,	No.	BCD

- CIV

- 20 21

- 000 58,	2021	Me.	Bus. & Consumer	LEXIS	2 ,	at	*19 (Dec.	16,	2021) (“Proponents	of	the	Initiat ive	included	a	political	action committee,	‘No	CMP	Corridor,’	which	repeatedly	stated	that	the	purpose	of	the	Initiative	was	to	stop the	Project.”). Project	opponents	tried that direct	approach in	a	2020 i nitiative	that	impermissibly targeted	the	PUC’s	authorization	for	this P roject. Avangrid	Networks,	Inc.	v.	Sec’y	of	State ,	2020	ME 109,	¶	35,	237	A.3d	882.		The S tate has	a	long

- standing,	multifaceted	permitting	process through which	several	state	agencie s	and	impacted	local	governments	authorize	electric	transmission	lines. The	 2021	 Initiative	 d id not purport to	 reverse a	 particular	 decision	 from	 a	 state	 agency	 or commission ,	as	the	first	initiative	did .		But	the 2021	I nitiative’s language affect ed no	ag ency	subject to	the	Designated	Lands statutes other	than	the	Bureau;	affect ed no	activity	allowed	on	designated lands	other	than	the	construction	of	transmission	lines	and	other	linear	projects	on	public	reserved lands;	and ma de section	1 retroactive	to	Se ptember	16,	2014

— a	date that	appears	to	have	relevance only because	 it predates	 the	 execution	 of	 the	 2014 l ease . Opponents	 have	 swapped	 a targeted directive in	the	first	initiative for a nominally nontargeted retroactive mandate in	the	one	before	us now .33 environmen tal	 protection	 and	 legislative	 oversight

— to	 make	 the	 statutory change	 prospective only and	 require	 legislative	 approval	 for	 all	 future transmission	line	leases	on	public	lands.		Of	course,	if	the	true	purpose	of	the
Initiative	was	to stop the P roject,	that more	moderate	course	would	not	have been	sufficient. [¶ 45 ] Finally,	 we	 must	 determine whether	 the	 need	 for	 additional legislative	oversight	justifies	the	alteration	of	the	contracting	parties’	rights	and responsibilities

. In	making	 that	determination,	we	must	consider the	 state’s authority	to	enter	into	the	agreement	in	the	first	instance

. S ee U.S.	T r

. C o . ,	431
U.S.	at	2 1

- 2 4

. [¶ 46 ] Black has offer ed no reason	 why the Initiative’s	 purpose	 to increase	legislative	oversight	and	environmental	protection	of	public	reserved lands	justifies	the	invalidation	of	the	parties’	lease and every	other	lease	that the	Bureau	has granted since	2014	for	projects	within	the	scope	of	sec tion	1	of the	Initiative

. No	emergency	gave	rise	to section	1	of	the	Initiative ,	nor	does	it remedy	any	broad	and	general	social	or	economic	problem. Over	the	years,	t he Bureau	has granted hundreds	of	leases	and	licenses	of	public	reserved	lands

. The	 Bu reau granted all	 these	 leases	 and	 licenses without	 engaging	 in	 any rulemaking	or	other public	administrative	process. Through	the I nitiative,	the34 l egislative	power	has	reached	back	in	time	to destroy	at	least	one lease and	to put	 the	 validity	 of	 hundreds	more	into	 question,	 all	without	 any	 showing	 of necessity	for	such	drastic	action. [¶ 47 ] Based	on	the	lack	of	any “significant	and	legitimate”	countervailing public	purpose	 to	justify	 the voiding of	 the 2020 l ease, we conclude	 that t he Contract	 Clause	 does	 not	 permit	 the	 impairment	 caused	 by	 section	 1	 of	 the
Initiative. See Energy	Rsrvs.	Grp .,	Inc ,	459	U.S.	at	411

- 12; s ee U

. S

. Tr.	Co. ,	431	U.S.
at	26

- 27 ;	Me.	Const.	art.	1,	§	11

. Accordingly ,	t he	2020 l ease was	not voided	by the	Initiative , and	CMP’s	and	the	Bureau’s	appeals	remain	justiciable. Black’s motion	 to	dismiss	 these	appeals	as	moot	is	 therefore	denied. As	a	 result, in addressing	 the	 remaining	 issues ,	 we apply	 the	 law	 as	 it	 was prior	 to	 th e Initiative ,	cod ified at	12	M.R.S.	§	1852(4)	( 2021 )

. E. Requirements	 Applicable	 to	 the Bureau’s Grant ing of Leases	 of Public	Reserved	Lands [¶ 48 ] We	now address	Black’s	contention	and	the	trial	court’s	ruling	that article	 IX,	 section	 23	 of	 the	 Maine	 Constitution	 and	 the	 Designated	 Land s
statutes require d the	Bureau	to follow a	“public	administrative	proce ss ” before granting the 2020 l ease .35 1
. The Bureau ’s	Leasing	Authority	Generally [¶ 49 ] Prior	 to	 the ratification	of	article	 IX,	section	23,	public	reserved lands	could be leased and were	managed	under	multiple

- use	principles	by	the Bureau’s	predecessor	agency. See P.L.	1987,	ch.	737,	p t. B,	§	2 (effective	Mar. 1, 1989) ( codified	at 12 M.R.S. A. §	585(1) ,	(2)(A),	(4)	(Supp.	1988) ) .		That	agency realized	these	management	objectives	thr ough	the	creation	of	comprehensive management	 plans	 and	 specific	 action	 plans,	 and	 it	 was	 authorized	 to	 lease public	 reserved	 lands	 for	 electric	 power	 transmission for	 up	 to	 a twenty
- five

- year term if	that	action	was	consistent	with	the	management	plans for	the	leased	area. P.L.	1987,	ch.	737, pt. B,	§ 2 (effective	Mar.	1,	1989) ( codified
at	12	M.R.S. A. §	585(3) , (4) (C)	(Supp.	1988) )

. [¶ 50 ] The	ratification	of	article	 IX,	section	23	in	1993 did	no t	directly amend this	statutory	scheme, but the	Legislature could	no	longer	delegate to
executive agencies ,	 including	 the	 Bureau, the	 authority	 to	 reduce	 or substantially	alter	the	use of	designated	lands .		Furthermore,	a s	the	trial	court described ,	 the constitutional	 amendment	 “[took]	 back	 from	 the	 executive branch	authority	previously	delegated	to	it	by	the	Legislature.

. . . [W]hat	was taken	back	was	the	final	say	as	to	whether	public	reserved	lands	could	be	sold, and

— pertinent	 here

— whether	 the	 uses	 of the	 public	 lands	 could	 be36 ‘substantially	 altered.’” In	 other	 words,	 the	 executive	 branch	 was	 still authorized	 to grant utility	 leases,	 but	 only	 if those	 leases	 did	 not	 reduce	 or substantially	alter	the	uses	of	designated	land. [¶ 5 1] After	the	passage	of the	constitutional	amendment,	t he	Legislature enacted	implementing	legislation,	 the	Designated	 Lands statutes ,	in	which	it defined	the	term	“substantially	altered.” See 12	M.R.S.	§	598(5). “Substantially	 altered , ” in	 the	 use	 of	 designated	 lands, means ch ange d so	as	to	significantly alter	physical	characteristics	in	a	way that	frustrates	the	essential	purposes	for	which	that	land	is	held	by the	State.
Id. None of	the	parties	argue s that	the	Legislature’s	definition	does	not	comport with	 the letter	 and	 intent	 of	 the constitutional term,	 so	 we	 accept	 the Legislature’s	definition	for	purposes	of	this	analysis. There	are	two	issues	that must	be	resolved	when	applying	 this	definition :	(1) whether a change	in use significantly	alters	the	physical characteristics	of	the	land	and,	if	so,	(2)	whether that	 alteration	 frustrates	 the	 essential	 purposes	 for	 which	 the	 land	 is	 held.
See i d

. [¶ 52 ] The Bureau argues that	 the	 Legislature’s	 statutory	 scheme reflected	 the	Legislature’s	view	 that no	utility	lease could	ever	be	deemed	 to result	in	a	substantial	alteration	of	the	use	of	public	reserved	land

— even	if,	for example, a	combination	of	utility	leases occupied	the	entirety	of	a	tract	of	public37 reserved land .		W e	can not logically assume that the	Legislature	ever	endorsed this	 view

. The essential	 purpose of	 public	 reserved	 lands is multiple

- use management	 that achieves	 a	 sustained	 yield	 of	 produc ts	 and	 services. I d. § § 598(5), 1847(1) ; see	 also	 id. § 1845(1)(D)

. M ultiple

- use	 management requires	the	Bureau	to	catalog	the	various	resources	of	a	particular	public	lot ; to	 develop	 a	 management	 plan	 that	 “provide[s]	 for	 the	 demonstration	 of appropriate	 management	 practices	 that	 will	 enhance the timber,	 wildlife, recreation, economic and other values of	 the	 lands ,” id. §	 1847(2) ; and to
manage that	lot	in	such	a	way	that no	single	purpose	frustrates	the	others and impairs	 the	 land’s	 productivity , see	 id. §	 1845 (1)(D), (2)

. Considering this
manag ement	 scheme together	 with the	 requirements	 imposed	 by	 article	 IX, section	23,	a lease could	so significantly	alter	the	physical	characteristics	of a public lot that it	would	result,	practically	speaking,	in	the	Bureau	managing	the land	for that purpose at	the	expense	of	a ll other s . See	i d. §	1847(1)

- (2). Thus, the	 Legislature’s	 continued	 delegation	 of	 authority	 to grant utility	 leases	 on public	reserved	lands did	n ot	mean that	the	Legislature	deemed that any	such lease	 could	 never result	 in	 a	 “substantial	 alteration”	 of	 use. Instead,	 the statutory	 scheme	 re quire s the	 Bureau	 to	 decide on	 a	 case - by

- case	 basis38 whether it	ha s authority to	lease public	reserved	land for	utility	transmission lines.
2
. The Bureau ’s Authority	to Grant the	2020	Lease	Without	Any Formal	Administrative	Process [¶ 53 ] In	this	case,	o ur conclusion that	the	Bureau did	not	have	blanket authority to grant a lease	for	a utility	transmission	line	without	determining	for itself	whether	 the	lease	would	substantially	alter	public	 reserved	lands does not	mean	that	the	Legislature	required	the	Bureau	to	make that determination pursuant	to	a ny particular	administrati ve	process. Neither	article	IX,	section 23 of	 the	 Maine	 Constitution , nor	 any	 statute ,	 nor	 any	 decision	 by	 this	 Court, explicitly	requires	the	Bureau	to	make	a determination	regarding substantial alteration	pursuant	to	a	public	administrative	process	before grant ing	a	utility lease on	public reserved land s . See Me. Const.	art.	IX,	§	23;	12	M.R.S.	§ § 598 to 598

- B ,	1852(4)(A) (2022) ;	12	M.R.S.	§	1852(4)(A)	(2021)

. [¶ 54 ] Indeed, the	 Bureau’s	 general	 authority	 to	 “take	 actions	 on	 the public	reserved	lands,”	including granting leases,	could	hardly	be	more	broad and	 sweeping:	 “The	 director	 may	 take	 actions	 on	 the	 public	 reserved	 lands consistent	with	the	management	plans	for	those	la nds	and upon	any	terms	and conditions	 and	 for	 any	 consideration	 the	 director	 considers	 reasonable

. ”
12 M.R.S.	 §	 1847(3)	 (emphasis	 added). The	 delegation	 of leasing authority39 specific	to leases	 for utility	transmission	line s was	equally	broad	prior	to	the passage	of	the	Initiative. See 12	M.R.S. §	1852(4) (2021)

. [¶ 55 ]	 	 The	 Legislature	 clearly	 could	 have	 constrained	 the	 Bureau’s authority	to grant leases	of	public	reserved	lands	in	the	manner	that	it	has	done for other	agency	action,	such	as leasing submerged	public	lands

. See 12 M.R.S. §	 6072 (2022)

. The	 Legislature	 has	 required	 the	 Department	 of	 Marine Resources	(DMR)	to	follow	an	adjudicatory

- type	process	pursuant	to	the	Maine Administrative	 Procedure	 Act in granting aquaculture	 leases

. Id. § 6072(6) (“Prior	 to	 granting	 [an	 aquaculture]	 lease,	 the	 commissioner	 shall	 hold	 a hearing.		The	hearing	shall	be	an	adjudicatory	proceeding	and shall	be	held	in the	manner	provided	under	the	Maine	Administrative	Procedure	Act

. . . . ”) ; see also 12	M.R.S.	§	6001(13)

. Because	the	aquaculture	lease	statute	designates	the lease	 procedure	 as	 adjudicatory,	 the	 statute	 requires notice	 and	 a	 written dec ision	and	requires	DMR	to	promulgate	the	rules	under	which	it	will	exercise its	leasing	authority. See	i d. § § 6072(6)(B)	(“Under	 the	provisions	of	Title	5, section	9052,	the	leasing	procedure	must	require	notice	to	the	general	public.”) , 6072(7

- A)	(“In	ev aluating	the	proposed	lease,	the	commissioner	shall	take	into consideration	the	number	and	density	of	aquaculture	leases	in	an	area	and	may grant	the	lease	if	the	proposed	lease	meets	the	following	conditions	as	defined40 by	 rule

. ”) ,	 6072(10)(B)	 (requiring	 t he	 Department	 to	 provide	 notice	 of	 the granting	 of	 a	 lease	 to	 riparian	 owners,	 intervenors,	 and	 the	 municipality	 in which	the	lease	was	granted)

. In the	same	manner,	the	Legislatu re	has	required the	 Bureau	 to	 provide	 notice,	 receive	 comment , and	 hold	 hearings	 in	 other publ ic	lands	 contexts

. S ee ,	e.g. , id. §§	 1814

- A (easements	across	 rail	 tracks) , 1837(2) (sale	of	nonreserved	public	lands)

. [¶ 56 ] A lthough	 there	are such requirements	now,	a t	 the	 time	of	 these leases	 there	was no	 similar	 set	 o f	 requirements	 for	 the	Bureau’s granting of leases	for	public	reserved	lands. 14 See Me.	Const.	art.	IX,	§	23; 12	M.R.S.	§§ 598

14 During	the	spring	of	2022,	the	Maine	Legislature passed L.D.	1075,	An	Act	to	Protect	Public Lands,	which	require s the	Bureau	to	adopt	rules	 for	determining	whether	a	proposed	activity	will reduce	or	substantially	alter	the	use	of	designated	lands	under	the	Bureau’s	jurisdiction,	but	the	law was	not	in	effect	at	the	time	of	the	execution	of	the	2020 l ease. See P.L.	2 021,	ch.	654	(effective	Aug. 8, 2022); L.D.	1075	(130th	Legis.	2022) ;	Comm.	Amend.	A	to	L.D.	1075,	No.	S

- 493	(130th	Legis.	2022)

. This	new	law	enacted	12	M.R.S.	§	598

- C , which	provides , in	full: §598

- C.		Process	 for	determination	 of	 reduction	 or	 substanti ally	altered	use	 of designated	land The	Department	of	Agriculture,	Conservation	and	Forestry,	Bureau	of	Parks and	 Lands	 shall	 adopt	 rules	 to	 establish	 an	 objective	 evaluation	 process	 for determining	if	a	proposed	activity	on	land	designated	under	this	cha pter	and	under the	jurisdiction	of	the	bureau	would	cause	the	land	to	be	reduced	or	the	uses	of	the land	to	be	substantially	altered.		In	adopting	the	rules,	the	bureau	shall	observe	the requirements	 relating	 to	 designated	lands	in	 the	 Constitution	 of	Main e,	 Article	 IX, Section 23	 and	 ensure	 proper	 exercise	 of	 the	 bureau’s	 public	 trust	 responsibility. These	 rules	 must	 also	 include	 provisions	 for	 public	 notice	 and	 comment	 before authorizing	any	such	activity	and	for	determining	the	appropriate	instrument	to be used	 to	 authorize	 that	 activity,	including	 but	 not	limited	 to	whether	 an	 easement, lease,	license	or	other	instrument	should	be	used.		Rules	adopted	pursuant	 to	 this section	are	major	substantive	rules	as	defined	in	Title	5,	chapter	375,	subchapter 2

- A

.41
to 598

– B (2022);	12	M.R.S. § 1852(4) (2021) ; cf. 12	M.R.S. §§	1814

– A(1),	(4), 1837(2),	1847(2),	1851(3),	(4) (2022)

. [¶ 57 ] More	fundamentally, a government	agency’s execution of	a	lease of	government	property ,	including	land, is	n either adjudicatory nor	otherwise subject	to	a	formal	administrative	process unless the legislative delegation of leasing authority to an agency requires otherwise , as in the case of aquaculture leases

. See ,	e.g. , Ala.	Aircraft	 Indus.	v.	United	States , 82 Fed. Cl. 757, 773 n.14 (2008) (“ Decisions	by	contracting	officers	are	not	adjudicatory	decisions	to	be made	 on	 the	 record	 after	 a hearing. Nor	 are	 they	 formal	 rulemakings. ” (quotation	marks	omitted) ); Sie rra	Club	v.	Comm ’ r	of	the	Dep ’ t	of	Envtl.	Mgmt. , 791 N.E.2d 325, 332

- 33 ( Mass. 2003) (agency’s approval of lease modification

was an exercise of legislatively delegated authority, not an adjudication ); Flores v.	 Bd.	 of	 Land	 & Nat

. Res. ,	 424	 P.3d	 469,	 479

- 483	 ( Haw. 2018)	 (agency	 not required	to	hold	hearing	on	whether	to	consent	to	a	sublease) ; se e	also Haverhill Manor, Inc. v. Comm’r of Pub. Welfare , 330 N.E.2d 180, 190 (1975) (“ The	APA provisions	applicable	to	adjudicatory	proceedings	are	.	.	.	inapposite,	since	in the	instant	circumstances	a	hearing	is	not	required	by	constitutional	right or	by any	provision	of	the	General	Laws.”	(citations and	quotation	marks omitt ed) )

.42 [¶ 58 ] A t the time	 the 2020 l ease	 w as granted ,	 t here wa s	 nothing requiring	the	Bureau	to	promulgate	rules	for granting leases of	public	reserved lands .		When	the	Bureau granted th e l ease,	it	was	authorized	to grant leases	of public	reserved	land	for	transmission	lines on	any	terms	it	deemed	reasonable , so	long	as	the	leases	did	not reduce	or substantially	alter public	reserved	lands. [¶ 59 ] Our	conclusion	that	the	Bureau	was	not	required	to	issue	findings or	 condu ct	 any	 other	 “public	 administrative	 process”	 when	 it granted the
2020 l ease	 does	 not	 preclude	 review	 of	 the	 leasing	 decision	 pursuant	 to Rule 80C and	the	Maine	Administrative	Procedure	Act

. The	agency	decisions reviewable	under	 the	Maine	Administrative	Procedure	Act	are	not	limited	 to the	adjudicatory	proceedings	and	decisions	for	which	hearings	and	findings	are required

. See	Davric	Me.	Corp.	v.	Me

. Harness	Racing	Comm’n ,	1999	ME	99,	¶ 11, 732	 A.2d	 289	 (Rule	 80C	 review	 of	 state	 harness	 racing	 commission’s nonadjudicatory	decision	 to	certify	election	results). The	Federal	Circuit	has observed	 that	 “the	 [federal]	 Administrative	 Procedure	 Act does	 not	 itself require	an	agency	to	explain	the	b asis	for	its	decision,	unless	an	adjudication required	to	be	made	on	the	record	or	a	formal	rulemaking	is	involved

. .	.	.	[but] even	if	the	agency	is	not	obligated	to	provide	reasons,	a	court	may	nonetheless order	the	agency	to	provide explanation	if	such an	explanation	is	required	for43 meaningful	 judicial	 review

. ” Impresa	 Construzioni	 Geom.	 Domenico	 Garufi	 v. United	States ,	238	F.3d	1324,	1337

- 38 (Fed.	Cir.	2001) ; se e also	Citiz e ns	to	Pres

. Overton	 Park,	 Inc.	 v.	 Volpe ,	 401	 U.S.	 402,	 417 (1971) (“ [T]he Administrative Procedure	Act requirements	that	there	be	formal	findings	in	certain	rulemaking and	adjudicatory	proceedings	do	not	apply	to	the	Secretary ’ s	action	here.”) [¶ 60 ]		We conclude	that,	under	the	law in	effect	in 2014	and	2020,	the Bureau	was	legislatively	authorized	to grant leases	of	utility	transmission	lines on	public	reserved	lands that would not	reduce	or	substantially	alter the	lands , without	giving	public	notice,	c onducting	hearings,	adopting	findings	of	fact	and conclusions	 of	 law,	 or	 engaging	 in	 any	 of	 the	 other	 attributes	 of	 a public administrative	process. [¶ 6 1] This	delineation	of	the	Bureau’s	leasing	authority establishes ,	in turn, that the scope	of judicia l	review	of	the grant of	the	2020 l ease is	limited

. N o	formal	process	was	required in	connection	with	the grant of	the	2020 l ease , and we	 do	 not	 review	 for	 compliance	 with nonexistent procedural requirements.		Instead,	our	review	is	limited	to deciding	whether the	Bureau ’s grant of	 the	 2020 l ease was ultra	 vires because the	 lease would result	 in	 a substantial	alter ation	of public	reserved land and therefore had	to	be	approved by	the	Le gislature

. We	now	turn	to	that	question.44 F. The Validity	 of	 the	 2020	 Lease	 in Light of the	 Bureau’s	 Leasing Authority [¶ 62 ] Although Black’s	 brief frames	 one	 of	 the	issues	 as	 whether	 the leases	 reduce	 or	 substantially	alter	 public	 reserved	lands, the	 brief does	 not develop	any	argument that	the leases reduce	any	public	reserved	lands ,	and	in fact notes	 that	 “[t]he	 Bureau	 concedes	 that	 neither	 a	leas e	 nor	 an	 easement conveys	any	land	and	therefore	the acreage	i n	both	cases	remains	the	same,	as it	must.” See 12	M.R.S.	§	598(4)	( “ ‘ Reduced ’ means	a	reduction	in	the	acreage of	an	individual	parcel	or	lot	of	designated	land

.	.	. . ”)

. Black’s ultra	vires	claim

a rgues only	that	the	leases	“substantially	alter,” and not	that	they	reduce,	public reserved	lands. [¶ 63 ] A	threshold	question	is	wh ether	the	current	record	is	sufficient	to enable us	to	resolve Black’s	ultra	vires	claim. The	Bureau’s	and	CMP’s	briefs ask	us	t o vacate	the	judgment	and	remand	for	entry	of a judgment	affirming	the Bureau’s	 decision	 to grant the	 2020 l ease ,	 and	 CMP	 proposes	 several alternatives	to	that	outcome

. Black’s	brief	asks	us	to	affirm	the	Superior	Court’s decision	vacating	the	2020 l ease,	and	alternatively	seeks	a	remand	for	the	trial45 court	 “to	 take	 evidence” 15 and	 decide	 the	 constitutional	 question	 of	 the Bureau’s	authority. [¶ 64 ]	 	 It	 is	 important	 to	 note	 that	 in	 assessing	 whether	 the	 Bureau’s grant ing of	the	2020 l ease	was	ultra	vires , we	are	applying	the	law	as	it	existed at	the	ti me	the	2020 l ease	was granted

. See 12	M.R.S.	§	1852(4) (2021) .		The Initiative	and	resulting legislation	effectively	takes	away for	all	future	contracts and	leases the	Bureau’s	authority	to	make	a determination	regarding	whether a	 lease	 would	 cause	 a “ substantial	 alteration ,” stating	 that	 “[a]ny

. . . transmission	 lines	 .	 .	 .	 are	 deemed	 to	 substantially	 alter	 the	 uses	 of	 the [public]	land	.	.	.	and	a	lease	or	conveyance	for	the	purpose	of	construct ing	and operating	 such	 .	 .	 .	 transmission	 lines	 .	 .	 .	 may	 not	 be	 granted	 without	 first obtaining	 the	 vote	 of	 2/3	 of	 all	 the	 members	 elected	 to	 each	 House	 of	 the Legislature .”		I.B.	2021,	ch.	1,	§ 1

. We	held	above	that applying	the	provisions of	the	Initia tive to	the	2020	lease would	substantially	impair it and	therefore	be in	violation	of	the	Contract	Clause

. See	supra ¶	47. Accordingly,	we apply the facts	 contained	 in	 the	 record to the	 law	 in	 effect	 prior	 to	 the	 2020 le ase	 to

15 Black d oes	not	specify	what	evidence he	would	proffer on	remand

. Elsewhere,	his	brief	asserts that “never	in	any	proceeding	at	any	level	were	Plaintiffs	allowed	 to	 submit	evidence,	 other	 than through	existing	public	documents,”	but	the	docket	in	this case	does	not	indicate	that Black	ever	filed any	motion	for	the	taking	of	additional	evidence	pursuant to	M.R.	Civ.	P.	80C(e)

.46 determine	whether	the	2020 l ease	results	in	a	substantial	alteration	of	the	use of	the	public	lands	in	question.		We	turn	now	to	that	analysis. [¶6 5 ]		As we	discussed	above,	there	are	two	issues	that	must	be	resolved when	 making	 a	 determination	 regarding	 whether	 a	 lease	 would	 cause	 a

“ substantial	 alteration ” :	 (1) whether	 a	 change	 in	 use	 significantly	 alters	 the physical	 characteristics	 of	 the	 land	 and,	 if so,	 (2)	 whether	 that	 alteration frustrates	 the	 essential	 purposes	 for	 which	 the	 land	 is	 held. See 12	 M.R.S. § 598(5)

. [¶ 6 6 ]	 	 The	 relevant	 facts in	 the	 administrative	 record are	 free	 of ambiguity	 or	dispute.		The two	 tracts	 of public reserved lands in	q uestion

— Johnson	 Mountain	 and	 West	 Forks	 Plantation

— occupy	 a	 combined	 area	 of 1,241	 acres	 in	 the U pper	 Kennebec R egion. A.R.	 II0014 ,	 II0093 ;	 A.R.
IV0029

- 38. 16 Their	 physical	 characteristics	 include	 water	 bodies,	 wetlands , and primarily	standing timber. A.R. II0093, II0223

- 24. There	are	no	unique features	 or	 protected	 areas	 on	 either tract

. A.R. II0015, II0018

- 19, II0095,
II0219. Their	predominant	use	has	been	 for	timber	harvesting every twenty years,	but	there	are	also	recr eational	 facilities	and	an	existing 1 0 0

- foot

- wide ,

16 The	 A.R.	 citations	 throughout	 this	 section	 refer	 to	 the	 Administrative	 Record	 filed	 in conjunction	with	this	case , which	spa ns seven	volumes	and	hundreds	of	pages

.47 three

- mile

- long utility	transmission	line	on	the tracts

. A.R. II0093, II0235

- 38. The	essential	purposes	of the	tracts are	to	support	the	multiple	uses	currently being	made	of	them	consistent	with	the	Bureau’s	management	plans. [¶ 6 7 ]		Before	agreeing	 to grant the	2014 l ease,	 the	Bureau	considered locating	CMP’s	transmission	line	within	the clearing	that	contains	the ex isting line	on	the tracts ,	but	decided	against	it because	of	the adverse	environmental impacts that	it	would	 cause

. A.R.	 III 0033. The	 Bureau	 also	 performed	 field work	and	persuaded	CMP	to	avoid	stream	crossings	and	reduce	the	total	area covered	by	the	le ase. A.R. III0181

- 82 ,	III0208

- 10,	III0233

- 38

. As granted ,	the
2020 l ease co ncerns 32.39 acres , or	2.6%	of	 the	combined	area	of	 the	public reserved	land s and	would	accommodate	a 0.9

- mile

- long section	of	the P roject

. A.R.	 I0001,	 I0013;	A.R.	 II0093. Accordingly,	 the	section	of the P roject on	 the tracts	would	be	wider,	but	shorter,	than	the	existing	transmission	line	corridor. The 2020 l ease	includes	provisions	limiting	road	construction	and	protecting forest	resourc es	and	vernal	pools. A.R.	I0004

- 06. [¶ 6 8 ] C onstruction	of	a	transmission	line	as	permitted	by the 2020 l ease will necessarily result	 in	 the	 significant	 alteration	 of	 the	 32.39	 acres	 that	 it actually	encompasses ,	but	that	alone	is	not	the	test

. The clause “significantly
alter [s] physical	characteristics in	a	way	that	frustrates	the essential	purposes48 for	 which	 that	land	is	 held ” m eans that	 the proposed activity will	 have	 that major	 effect either because	it will occupy such	 a	 large	 p ortion of	 the public reserved	land or because	it	will change the physical	characteristics of	the public reserved land	well beyond	the	area	that	it occupies

. Given the	uses,	physical characteristics , and	 essential	 purposes	 of	 the	 Johnson	 Mountain	 and	 West Forks	Plantation tracts , we	see	no reasonable basis for	deciding	that a	second utility	 transmission	 line	 occupying	 2.6%	 of the combined tracts could significantly	 alter	 the	 physical	 characteristics	 of so	 much	 of the	 remaining 97.4%	that	the	multi ple

- use	purposes	 for	which	the tracts are	held	would	be frustrated. [¶6 9 ]	 	 In	 a	 Rule	 80C	 appeal	 we	 review	 the	 agency’s	 actions	 dir ectly, without	deference	to	the	trial	court’s	decision,	and	compare	them	against	the record	evidence	to	determine	whether	the	agency’s	act ions	were	in	excess	of their	statutory	authority	and	therefore	ultra	vires. See Anderson ,	2009	ME	134, ¶	2,	985 A.2d	501 ; Sold , 2005	ME	24 ,	¶	12 ,	86 8	A.2d	172

. Because	we conclude that	 the	 evidence	 contained	 in	 the	 record	 is	 sufficient,	 we	 see	 no	 reason	 to impose	a	further	burden	on	the	parties’	time	and	resources	by	remanding	for the	Bureau	to take	further	evidenc e. We	conclude	that	the	record	establishes49 that	 the	 Bureau	 acted	 within	 its	 constitutional	 and	 statutory	 authority	 in granting the	2020 l ease. The	entry	is: Judgment	 vacated. R emanded	 for	 entry	 of a judgment ,	 consistent	 with	 this	 opinion, for the Bureau	of	Parks	and	Lands,	NECEC	Transmission LLC , and	Central	Maine	Power	Co

. on	all	counts of	the	first	amended	complaint.

Aaron	 M.	 Frey,	 Attorney	 General, Lauren	 E.	 Parker,	 Asst.	 Atty.	 Gen. (orally) , Scott	W.	Boak,	Asst.	Atty	Gen., and	Laura	E.	Jensen,	Asst.	Atty.	Gen., Office	of	the Attorney	General,	Augusta,	for	appellant Bureau	of	Parks	and	Lands Nolan L.	Reichl,	Esq. (orally) ,	 Jared	S.	des	Rosiers,	Esq., and Kyle	M.	Noonan, Esq.,	Pierce	Atwood	LLP,	Portland,	for	appellants and	c ros s - appellees Central Maine	Power	Company	and	NECEC	Transmission	LLC James	T.	Kilbreth,	Esq. (orally) ,	David	M.	Kallin,	Esq.,	Jeana	M.	McCormick,	Esq., and	Sara	 P.	 C ressey,	 Esq.,	Drummond	Woodsum,	 Portland,	 for	appellees and cross - appellants Russell	 Black , Richard	 A.	 Bennett, Thomas	 B.	 Saviello, Kent Ackley, Seth	 Berry, Chad Grignon, Denise	 Harlow, Margaret O’Neil, William Plu ecker,	 Edwin	 Buzzell,	 Greg	 Caruso,	 Charlene	 Cummings,	 Robert	 Haynes o/b/o	 Old	 Canada	 Road	 National	 Scenic	 Byway,	 Cathy	 Johnson,	 Ron	 Joseph, John	 R.	 Nicholas	 Jr.,	 George	 A.	 Smith,	 Clifford	 Stevens,	 Todd	 Towle,	 and	 the Natural	Resources	Council	of	Maine Timothy	 C.	 Woodcock,	 Esq. , and	 Jonathan	 A.	 Pottle,	 Esq.,	 Eaton	 Peabody, Bangor , for a micus c uriae Maine	Forest	Products	Council Orlando	E.	Delogu , a micus c uriae pro	se50 P.	Andrew	Hamilton,	Esq.,	and	Casey	M.	Olesen,	Esq.,	Eaton	Peabody,	Bangor , for a micus c uriae H.Q.	Energy	Services	(U.S.)	Inc. Sigmund	D.	Schutz,	Esq.,	Anthony	W.	Buxton,	Esq.,	and	Jonathan	Mermin,	Esq., Preti	 Flaherty	 Beliveau	 &	 P achios	 LLP,	 Portland,	 for a micus c uriae	 Joshua Reynolds James	 G.	 Monteleone,	 Esq. , Bernstein	 Shur,	 Portland,	 for a mic i c uriae Troy Jackson,	 Ben	 Chipman,	 El oise	 Vitelli,	 Cr aig	 Hickman,	 Chloe	 Maxmin,	 Scott Cyrway,	Paul	Davis,	Patrick	Corey,	and	Jennifer	Poir ier

Business	and	Consumer	Docket	docket	number	CV

- 2020

- 29 F OR C LERK R EFERENCE O NLY