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HomeMy WebLinkAbout1633 Simon In Re: Dennis J. Simon, : File Docket: 12-026 Respondent : X-ref: Order No. 1633 : Date Decided: 4/24/14 : Date Mailed: 5/6/14 Before: John J. Bolger, Chair Nicholas A. Colafella, Vice Chair Raquel K. Bergen Mark R. Corrigan Roger Nick Kathryn Streeter Lewis Maria Feeley This is a final adjudication of the State Ethics Commission. Procedurally, the Investigative Division of the State Ethics Commission conducted an investigation regarding possible violation(s) of the Public Official and Employee Ethics Act (“Ethics Act”), 65 Pa.C.S. § 1101 et seq., by the above-named Respondent. At the commencement of its investigation, the Investigative Division served upon Respondent written notice of the specific allegations. Upon completion of its investigation, the Investigative Division issued and served upon Respondent a Findings Report identified as an “Investigative Complaint.” An Answer was filed and a hearing was requested. A Stipulation of Findings and a Consent Agreement were subsequently submitted by the parties to the Commission for consideration. The Stipulated Findings are set forth as the Findings in this Order. The Consent Agreement has been approved. I.ALLEGATIONS: That Dennis Simon, a public official/public employee in his capacity as a Member and Vice-Chairman of the Wilkinsburg-Penn Joint Water Authority (“WPJWA”), violated \[Section 1103(a)\] of the State Ethics Act (Act 93 of 1998) when he used the authority of his public position for the private pecuniary gain of himself and/or a business with which he is associated by lobbying and soliciting WPJWA board members to support the appointment of Chester Engineers, a business where he serves as a Vice-President, as \[the\] WPJWA engineer; and when he participated in discussions and actions of the Board to replace the existing WPJWA engineer at a time when he had a reasonable expectation that Chester Engineers, a business with which he is associated would be chosen as the WPJWA engineer; and when he participated in discussions and actions of the Board, including but not limited to requesting a motion that Chester Engineers be appointed \[as the\] WPJWA engineer. II.FINDINGS: 1. Dennis J. Simon has served as a Member of the Wilkinsburg-Penn Joint Water Authority Board of Directors from January 16, 2001, through the present. a. Simon has served in the office of Chairman of the Board of Directors since May 8, 2012. Simon, 12-026 Page 2 b. Simon served in the office of Vice-Chairman of the Board of Directors from January 24, 2006, to May 8, 2012. c. Simon served in the office of Treasurer of the Board of Directors from January 28, 2003, to January 24, 2006. 2. Simon currently serves as a Member of East Pittsburgh Borough Council in addition to serving as an Authority Board Member. a. Simon has served as a Council Member for East Pittsburgh Borough from January 28, 1991, through the present. b. Simon has served as the Chairman of East Pittsburgh Borough Council from February 16, 1996, through the present. 1. Simon also served as the Chairman of Council from March 10, 1995, until January 2, 1996. 3. The Wilkinsburg-Penn Joint Water Authority (“Authority”) is an independent municipal entity governed by a twelve-Member Board of Directors. a. The Authority Board has regularly scheduled meetings on the fourth Tuesday of every month to conduct Authority business. 1. The meetings consist of a workshop meeting at 6:30 p.m. which is subsequently followed by the legislative meeting. b. The Authority holds special meetings as necessary. c. The Authority has not held a workshop/regular business meeting during the month of December since at least the 2007 calendar year. 4. Voting at Authority legislative meetings occurs either via voice “aye/nay” vote (a/k/a group vote) or individual roll call vote of those Board Members present. a. Any objection cast during a group aye/nay vote triggers a subsequent roll call vote. b. Votes involving substantial amounts of funds are routinely conducted in roll call fashion. c. The Chairman of the Board votes last during roll call votes taken. 5. Any abstentions cast by Board Members during votes taken are specifically documented in the meeting minutes. a. Authority meetings are audiotaped to assist in generation of meeting minutes. 1. Prior to at least June 2012, audio recordings of the Authority meetings were not maintained after the Board approved the written minutes of the meetings. b. Minutes of all meetings held are approved for accuracy by the Board at subsequent Board meetings. Simon, 12-026 Page 3 1. All Board Members are presented the opportunity to review the accuracy of the meeting minutes prior to voting to approve the minutes. 6. The Authority Board Members receive informational packets via the United States Postal Service at least one to three days prior to the monthly meetings, which consist of the meeting notice, the meeting agenda, a copy of the prior month’s meeting minutes, a bill listing (a/k/a voucher recap), and multiple reports. a. The packets are developed and compiled by the Executive Director and his/her Administrative Assistant. 1. The Executive Director determines the contents of the packet. 2. The Administrative Assistant assembles the packets. b. Board Members also receive updates/additional information if applicable the night of the actual meetings. 7. The bill listing/voucher recap presented for approval at the legislative meeting is composed of bills received by the Authority between the time frame of the prior legislative meeting and the current legislative meeting. a. Normal recurring bills are paid as the bills are received by the Authority. 1. Checks are prepared every Thursday for issuance regarding bills received by the Authority. 2. Checks are documented on the listing of bills presented to the Authority Board for approval once issued. 3. The Board’s vote to approve payment of the monthly bills often represents approval to pay various bills after the fact. 8. Signature authority over Authority accounts is maintained by the Authority Executive Director, Assistant Director, Chairman, Treasurer, Assistant Treasurer, Comptroller, and Secretary. a. Authority checks require the live signatures of any combination of two of the identified authorized signatories. 9. In approximately 1888, the Pennsylvania Water Company merged with the Penn Water Company to address water needs for various western Pennsylvania communities. a. The merger resulted in the Pennsylvania Water Company assimilating the Penn Water Company into its operations. b. The merger represented the first in a succession of steps towards providing quality water service to western Pennsylvania communities. 10. The Authority was initially formed on September 11, 1945, at a meeting between officials of Wilkinsburg Borough and Penn Township. a. The Authority was incorporated with the Pennsylvania Department of State, Corporation Bureau, as a PA Miscellaneous Business Corporation-Domestic under Entity Number 390293 on or about October 8, 1945. Simon, 12-026 Page 4 b. The Authority has a registered office address of 2200 Robinson Boulevard, Wilkinsburg, PA 15221. c. The Pennsylvania Water Company still serviced the Wilkinsburg-Penn area and surrounding communities at that time. 11. In 1945, the Authority Board was initially composed of five total Members from the two incorporating municipal entities. a. Wilkinsburg Borough supplied three representatives to serve on the Board. b. Penn Township supplied two representatives to serve on the Board. 12. In 1946, the Pennsylvania Public Utility Commission approved the Authority’s purchase of the Pennsylvania Water Company. a. Communities joining the Authority subsequent to the Authority’s purchase of the Pennsylvania Water Company included the following: 1. East Pittsburgh Borough; 2. Churchill Borough; 3. North Braddock Borough; 4. Edgewood Borough; 5. Swissvale Borough; 6. Forest Hills Borough; and 7. Turtle Creek Borough. b. Each of the communities joining the Authority was entitled to elect one representative to serve on the Authority Board. 13. The Authority currently provides water service to twenty-three (23) separate municipalities within the Commonwealth. a. The Authority is the fifth-largest water authority in the Commonwealth, serving approximately forty thousand customers. b. Although twenty-three (23) separate municipalities are serviced by the Authority, only nine municipalities have one or more appointed representatives on the Board. 14. The Authority Board traditionally conducts a reorganization meeting immediately prior to its regularly scheduled January meeting. a. Actions taken at the reorganization meetings include the selection of Authority Board officers (e.g., Chairman, Vice-Chairman, Secretary, Treasurer, etc.) and service providers of record (e.g., consulting engineer and solicitor). Simon, 12-026 Page 5 15. The duties and responsibilities of consulting engineers for a municipal authority are associated with the overall operation and upkeep of the authority and include, but are not limited to, the following: a. Monitoring and approval of bonds/bond issuance for capital projects; b. Preparation of plans for authority projects and supervision of construction; c. Creation of project bid specifications and bid advertisements; and d. Review of bid packets received and recommendation of lowest responsible bidders. 16. Although the Authority appoints a consulting engineer (a/k/a engineer of record) at its reorganization meetings, additional engineering firms have been utilized by the Authority as needed for completion of various projects. a. Authority projects for which additional engineering firms have been utilized have not traditionally been publically bid or advertised. 1. The Authority considered performance of engineering work to be a professional service which fell outside of competitive bidding requirements. 17. Chester Engineers, Inc. (hereafter “Chester”) is an engineering services firm that provides energy, water, and wastewater solutions to public and industrial clients in the United States and internationally. a. Chester is a current member of the Advanced Technology Systems, Inc. (“ATS”) Group. b. Chester’s services are segregated into three main categories of services/work, including municipal, industrial, and international. 18. Chester’s municipal group performs planning and feasibility studies, facilities design, construction management, and observation services. a. Chester’s municipal group also provides operations assistance for water supply, treatment, storage, and distribution; wastewater collection, conveyance, and treatment; storm water management; and municipal engineering services. b. Chester’s municipal group was acquired and released by various companies from the late 1990s to the present, including US Filter Engineering & Construction. 19. Chester maintains a Governmental Affairs Group in association with its company operations. a. Executive Vice-Chairman Bruce Fletcher has supervisory/management responsibility over the Governmental Affairs Group. 1. Fletcher supervises, among others, two individuals, each occupying one of two Governmental Affairs Manager positions (later classified as Vice-President of Governmental Affairs positions). Simon, 12-026 Page 6 b. Individuals employed with the Governmental Affairs Group primarily operate from the Governmental Affairs office located at 601 Grant Street, Pittsburgh, Pennsylvania. c. Individuals employed with the Governmental Affairs Group also work at times at/from Chester’s main office located at 1555 Coraopolis Heights Road, Moon Township, PA 15108. 20. The Governmental Affairs Group is tasked with the responsibility of monitoring the quality of service provided to existing clients/projects and assisting in the obtaining of new clients/projects. a. The responsibility for client retention and new client acquisition is primarily met through the efforts of the individuals in the two Vice-President of Governmental Affairs positions. 1. Each Vice-President of Governmental Affairs has a predominant geographical region for which he is responsible. b. The retention of existing clients and securing of new clients are the two main duties and responsibilities associated with the position of Vice-President of Governmental Affairs. 21. Simon is currently employed by Chester in one of the two positions of Vice- President of Governmental Affairs. a. Simon began his employment with Chester on or about July 8, 2002. 1. Chester was owned by US Filter Engineering & Construction at the time of Simon’s hiring. b. Simon has spent his entire tenure at Chester working within the Governmental Affairs Group. 1. Simon was initially employed as a Manager of Governmental Affairs. 2. Simon was promoted to the title of Vice-President of Governmental Affairs on or about May 12, 2008. 3. Simon’s duties and responsibilities did not change as a result of his promotion in title to a company Vice-President. 22. Simon receives a semimonthly (twice per month) salary from Chester in his position of Vice-President of Governmental Affairs. a. Simon also receives a quarterly bonus in the amount of 0.25% of all payments received by Chester from Simon’s clients during the applicable quarter. 1. Simon has received quarterly bonuses from Chester since at least August 2008. b. Simon also is provided with a cellular telephone for use through his employment with Chester. Simon, 12-026 Page 7 1. Simon’s cellular telephone is assigned telephone number \[telephone number redacted\] under Chester’s account with Sprint Nextel (Account Number \[account number redacted\]). 23. Simon is eligible for reimbursement of expenses incurred in performance of his job- related duties and responsibilities as a Chester employee via submission of an expense report. a. Simon is responsible for the information ultimately entered on his expense reports. 1. Simon is to write out the information relating to expenses claimed and provide it to a Chester employee for computer input. 2. Simon is responsible for signing off on the expense report when completed. b. Expenses eligible for reimbursement must be client/business related. 1. Simon is not authorized to claim or receive reimbursement from Chester for personal expenses. 2. Simon’s business expense reimbursements are reviewed/approved by Fletcher as Simon’s immediate supervisor. c. Expense reports are formatted and issued to employees of Chester. 1. Employees have no authority/discretion to change the pre-printed information contained on the form. 24. Geographic regions established for the individuals employed in the two positions of Vice-President of Governmental Affairs include Allegheny County (overall) and the City of Pittsburgh. a. Simon’s geographic region primarily focuses on Allegheny County as well as smaller clients located in the East Hills portion of the City of Pittsburgh. 1. The Authority falls within the geographic region for which Simon is responsible. b. Joe Cusick, the remaining Vice-President of Governmental Affairs, has a geographic region which primarily focuses on the City of Pittsburgh as well as smaller clients located in the Mon Valley. 25. Simon’s job description in his position as Vice-President of Governmental Affairs provides/identifies a job summary, job requirements, job knowledge, and skills and abilities, which include, but are not limited to, the following: a. Job Summary: 1. The position exists to execute the Company’s strategic plan for assigned accounts and to identify selling opportunities in support of client business needs. 2. The Governmental Affairs Group is to contribute to overall client satisfaction, profitable revenue attainment, and a high performing team environment. Simon, 12-026 Page 8 b. Job Requirements: 1. Report on a monthly basis, or more often as required, the meetings held with political leaders and representatives, and include in the report all political contributions requested or made. 2. Establish working relationships with political leaders who are deemed critical for the achievement of the Company’s business goals. 3. Work performed is to be in accordance with all provisions of the Company’s Ethical Conduct Program to include participation in training sessions on the Program and ensuring that other staff members involved are aware and adhere to the Program’s requirements. 4. Work with Company marketing and business development group and senior management to perform market research and to assist in establishing strategic marketing goals for the region. 5. Oversee the execution of accurate, complete and insightful client business profiles including building and maintaining ongoing relationships with Managers/Directors within the client organization and attending client planning meetings as appropriate. 6. Identification of additional selling opportunities within assigned area of responsibility to include other company’s products/services including making in depth capabilities presentations to comparable level client contacts. 7. Responsible for strategic planning and ongoing management of assigned clients including client service, support, and renewal activities. c. Knowledge: 1. Good working knowledge of communication strategies, customer service methods, and client management practices. 2. Knowledge of handling sensitive and confidential information. d. Skills and Abilities: 1. Have exceptional decision-making and influencing skills to implement various initiatives. 26. Simon receives Performance Appraisals from Fletcher in relation to his employment with Chester. a. The purpose of the appraisals, among other \[things\], is to review and evaluate the employee’s performance; to improve the lines of communication between the employee and supervisor through discussions regarding job responsibilities and objectives, performance, attitude, etc.; and to establish mutual goals. 27. Chester maintains an established Business Conduct Policy/Code in relation to its business operations. Simon, 12-026 Page 9 a. The Business Conduct Policy/Code is intended to accomplish, among other \[things\], the following objectives: 1. The setting forth of Chester’s basic standards of legal and ethical behavior; 2. The increasing of Chester’s employees’ sensitivity to legal and ethical issues; 3. The emphasizing of Chester’s compliance with the law; and 4. The informing of employees about procedures for reporting known and suspected violations of law or unethical behavior, without fear of retaliation, to Chester management. b. Management and other personnel who have direct interaction with clients and vendors are required to sign an Annual Certification regarding compliance with Chester’s Code of Business Conduct. c. The Business Conduct Policy/Code is included in the “Standards of Conduct” section of Chester’s Employee Handbook. d. The Business Conduct Policy/Code was last revised in January 2009. 28. Section Nine of Chester’s Business Conduct Policy/Code as well as the second rule of engagement of Chester’s Standards of Business Conduct specifically address Conflict of Interest. a. The Code specifies that “Employees should avoid any relationship with other people of businesses that might impair the proper performance of their job responsibilities.” b. The second rule of engagement specifies that Chester representatives are to “Avoid strictly any conflict of interest or even the appearance of a conflict of interest in Client-Chester relationships.” 29. The Authority appointed Chester to serve as its consulting engineer on January 27, 1987. a. Chester served as the Authority consulting engineer from approximately January 27, 1987, until March 27, 1990. b. Chester was replaced as consulting engineer by a vote of the Authority Board. 30. In or about January 1990, the Authority formed a committee to review qualifications of firms to be considered as consulting engineer. a. A number of projects were not being timely completed at that time. b. A backlog of work existed in 1990 at the time the Authority was reviewing consulting engineer applicants. 31. At the March 27, 1990, regular Authority Board meeting, an Executive Session was held by the Board for the purpose of analysis of the consulting engineer. Simon, 12-026 Page 10 a. Then Board Member Anthony Russo, Jr., informed the Board of the following: 1. That he and Board Member Mr. Major (first name unknown) were on the committee for selection of another consulting engineer firm; 2. That six (6) resumes had been received which were narrowed down to three; and 3. That NIRA Consulting Engineers (hereafter “NIRA”) had been selected to serve as the Authority consulting engineer based on a recommendation from the Executive Director. b. A motion was subsequently made and carried via 9-0-1 vote that Chester be relieved of its duties immediately and that all records concerning Authority business be sent to NIRA. 32. NIRA was re-appointed annually as the Authority consulting engineer from January 1991 through January 2012. a. NIRA’s appointments occurred as a result of unanimous affirmative votes with the exception of votes taken at the 1992 and 1993 Authority reorganization meetings. 1. Two Members of the Authority Board abstained from the votes to appoint NIRA in both 1992 and 1993. 2. No objections were cast during votes to re-appoint NIRA during the January 1991 through January 2012 time frame. b. No significant concerns of any type were experienced regarding the Authority’s use of NIRA during NIRA’s tenure as the Authority’s consulting engineer (performance, billing, etc.). 33. The backlog of work to be completed ultimately resulted in the Authority’s use of NIRA as well as additional engineering companies and in-house personnel to complete the required projects. a. The Authority Executive Director had the discretion to use additional companies as needed for project completion. 1. Anthony Russo, Jr., was employed as the Executive Director from approximately January 1992 until June 2012. 34. Engineering firms utilized for Authority projects from at least 1992 through May 2012 traditionally were selected by Russo, Jr., as the Authority Executive Director. a. Russo, Jr., presented management reports at Authority workshop meetings, identifying activities for the past month as well as the upcoming month, including upcoming projects and the engineering firm selected to perform the work. 1. If the project was to be funded via Community Development Block Grant (“CDBG”) funds, Russo, Jr., frequently utilized the engineer of record for the respective municipality in which the work was to be completed. Simon, 12-026 Page 11 b. The Authority Board ultimately voted to approve or deny the projects as presented by Russo, Jr., which included tacit approval of the engineering firm identified for the project. 35. From approximately January 1990 through April 2004, the Authority issued payment to five separate engineering firms for the completion of various projects as shown below: Engineering Payment Number of Payment Percentage Consulting Engineer Entity Date Payments Total of Work* During Range? Range Chester 01/90—06/95 16 $77,360.01 1.5% Yes (01/01/90-03/27/90) NIRA 06/90—04/04 256 $3,992,115.81 79.6% Yes (03/27/90-04/30/04) Bankson 01/90—03/98 46 $356,959.13 7.1% No Engineering R&D 10/96—12/01 49 $221,182.81 4.4% No Engineering Glenn 10/97—04/04 68 $368,916.53 7.4% No Engineering * The percentage of work received by each company is based upon the total payment received by each company divided by total payment issued by the Authority for all projects/services during the identified date range. a. NIRA served as the Authority consulting engineer during the April 1990 through April 2004 time frame. 1. Companies serving in the role of consulting engineer traditionally perform the majority of the engineering services desired by the governing body. b. No engineering companies beyond those identified received payment from the Authority for completion of services during the January 1990 through April 2004 time frame. c. Payment to Chester was limited to services performed while serving as the Authority consulting engineer for the first three months of 1990 and for an Authority water line project in Forest Hills Borough in 1994-1995, with the exception of an $8,000.00 payment in April 1992. 1. Chester was utilized for the water line project because Chester was Forest Hills Borough’s appointed consulting engineer at that time. 2. Chester performed no engineering services for the Authority from approximately July 1995 until during or about April 2004. 36. Chester had no existing working/client relationship with the Authority at the time that Simon was appointed to the Authority Board in January 2001. a. NIRA was the Authority consulting engineer at the time of Simon’s appointment to the Authority Board. 37. In or about spring 2004, Simon initiated efforts to secure work from the Authority for Chester through Nick Bianchi, then Chairman of the Authority Board. a. Simon and Bianchi have a professional, friendly relationship. Simon, 12-026 Page 12 b. Bianchi has served on Turtle Creek Borough Council for approximately twenty-five (25) plus years. 1. Turtle Creek Borough and East Pittsburgh Borough border one another geographically. 38. Bianchi’s approach of Russo, Jr., on Simon’s behalf, seeking work for Chester resulted in Chester’s selection by Russo, Jr., to provide engineering services for the Authority in association with Authority Contract 04-004, Mainline Replacement, Pennwood Avenue (Wilkinsburg) and Whipple Street (Swissvale). a. The Authority’s use of Chester for engineering services associated with Contract 04-004 was the Authority’s first use of Chester in approximately nine (9) years. b. Russo, Jr., selected Chester for the project as a result of Bianchi’s request of him on Simon’s behalf. 39. Chester’s Scope of Work and associated fees for the project, dated April 2, 2004, signed by Robert E. Laskey, Senior Project Manager, Municipal Services Division, confirmed Simon’s association with the project as an employee of Chester. a. The Scope of Work and associated fees correspondence was courtesy copied to Simon among other Chester representatives. b. Chester’s records reflect the Authority as a client of Simon. 40. In or about September 2004, Simon was directed by Fletcher, his supervisor, to concentrate on client development. a. This direction was noted in Simon’s performance appraisal completed by Fletcher. 1. Simon asserts that he has never received a copy of the performance evaluation and has never seen Fletcher’s performance appraisal. b. Simon’s performance appraisal for the 2003/2004 review period documented the following future goals to meet agreed upon personal and business objectives: 1. Help plan and implement a sales plan for Allegheny County; 2. Increase emphasis on client development vs. client maintenance; 3. More visible presence on Ross Street and with County Executive; 4. Focus on signing up new clients; and 5. Additional contract(s) from Wilk-Penn. aa. Wilk-Penn is a reference to the Authority. 41. On multiple occasions between 2004 and 2012, Simon approached Bianchi, seeking \[to have\] the Authority utilize Chester for engineering projects. Simon, 12-026 Page 13 a. After being approached by Simon, Bianchi would as Authority Chairman then advise Russo, Jr., to assist Simon by utilizing Chester for upcoming engineering services/projects. 1. Bianchi and Russo, Jr., often met for breakfast on Saturdays to discuss matters occurring at the Authority. aa. Bianchi and Russo, Jr., met on Saturdays as a result of both individuals working during the week. bb. Bianchi and Russo, Jr., met due to Bianchi holding the office of Board Chairman and Russo, Jr., holding the position of Executive Director. 2. Bianchi solicited work for Chester from Russo, Jr., at Simon’s request on multiple occasions at the Saturday breakfast meetings. b. Russo, Jr., had the discretion as Executive Director to assign Authority work to engineering firms of his choice. 1. Russo, Jr., reported to the Authority Board in his position of Executive Director. c. Simon asserts that he has no knowledge whether Russo, Jr., and Bianchi met for breakfast meetings and what, if anything, was discussed at said meetings. 42. Between 2004 and 2012, Simon spoke with Russo, Jr., at times during presentation of the Authority’s annual capital budget regarding the Authority’s potential use of Chester. a. Simon inquired of Russo, Jr., if he (Chester) was slated to receive any Authority work budgeted for within the capital budget. 43. Russo, Jr., ultimately utilized Chester on a consistent basis to provide engineering services for Authority projects spanning from April 2004 until early May 2012. a. Russo, Jr., restricted projects assigned to Chester to projects such as line replacement and tank painting. 44. Simon served as the main point of contact/liaison between the Authority and Chester from approximately April 2004 until early May 2012. a. Simon was the most visible representative from Chester pursuing work/projects from the Authority from approximately April 2004 into early May 2012. 45. Simon reported to representatives at Chester regarding work/projects for which Chester had been chosen by Russo, Jr., to complete. a. Simon asserts that representatives/project engineers of Chester would periodically inform him as to the status of any ongoing project(s). b. Simon also gained knowledge of the work/projects for which Chester had been chosen as a result of either Russo, Jr.’s presentations to the Board or through direct conversation with Russo, Jr., outside of a Board meeting setting. Simon, 12-026 Page 14 1. Simon asserts that Russo, Jr., would request to meet Simon, typically in Russo, Jr.’s office and inform Simon of the already ongoing projects. 46. Simon arranged for a Chester Project Manager through Fletcher or the Vice- President of Municipal Services to contact Russo, Jr., regarding the work/project after being informed of Chester’s selection by Russo, Jr., for the work/project. a. Simon asserts that Russo, Jr., would request a meeting and that Simon was not the initiator of any meetings. b. Simon at times directed Russo, Jr., to contact a Project Manager directly if Russo, Jr., had worked with the Project Manager multiple times. 47. During a recorded statement provided to Commission Investigators on September 5, 2012, Russo, Jr., stated the following: a. The only thing that brought Chester to the table was the fact that he (Simon) sat on the Board. 1. Simon was not privy to Russo, Jr.’s statement, and asserts that Chester had completed work/project for a decade (ten years) before he, Simon, became a Board Member. b. Russo, Jr., was asked by the Chairman of the Authority Board if he could help them (Chester) out/give them (Chester) any work. 1. The Authority Board served as Russo, Jr.’s immediate supervisor. 2. Russo, Jr., was an “at will” employee. c. At the time the Authority had work which needed completion. 48. From August 2007 through January 2012, Simon received a minimum of four (4) Employee Performance Appraisals from Chester in association with his position as Vice-President of Governmental Affairs which documented instructions to and/or efforts by Simon to secure work from the Authority for Chester as shown below: Date Signed Category Description Aug. 22, 2007 Overall Supervisor Dennis has continued to maintain several of our key Comments clients….He has also continued to get us more work with Wilkinsburg-Penn. June 29/30, 2009 Key Position Responsibilities Work with PMs to maintain key clients, i.e. Monroeville & Goals and Objectives Municipality and Authority, West Mifflin Municipality and Authority, …Wilk-Penn Auth,… Assist on collections for above clients… July 28, 2010 Key Position Responsibilities Work with PMs to maintain key clients, i.e. Monroeville, & Goals and Objectives West Mifflin, …Wilkinsburg-Penn,…. Overall Supervisor Dennis continues to do an excellent job with respect to Comments client retention. We had some negative political results over the past year; however, Dennis was able to secure our re-appointment in almost every instance. He is also working on securing several new clients who can support Chester’s rate structure. These are efforts that Simon, 12-026 Page 15 Date Signed Category Description will take time but will payoff in the long run if he is successful. He is very effective doing behind the scenes activities that benefit all of our clients, not just the ones that he is assigned to handle. Finally he is very effective at building relationships that have the potential to lead to large volumes of work. He works in a stealth mode so that his actions are not obvious to outsiders including our competitors. Finally, Dennis is effective in helping to position us for the future by building relationships with politicians whose upside is enormous. January 12, 2012 Key Position Responsibilities Lay the ground work for recruiting new Mid-Market & Goals and Objectives clients to help restock shrinking client base Overall Supervisor Dennis is key to our Mid-Market business. Clients Comments like Monroeville Municipality, Monroeville Authority, Munhall Borough…Wilkinsburg-Penn Joint Authority, etc., are all with Chester because of Dennis. If he were to leave today those clients would leave also…. Performance Milestones We need to target and secure at least four new Mid- to Measure market clients in 2012 a. Simon’s performance evaluations were generated and presented by Fletcher as Simon’s immediate supervisor. b. Simon’s performance evaluations consistently identified the Authority as one of Simon’s clients. 1. Fletcher identified Simon as “critical” for Chester at the Authority as Simon had all of Chester’s relationships at the Authority. 2. Fletcher affirmed potential difficulty in maintaining the Authority as a client if Simon was to gain similar employment with another engineering company. c. Simon asserts that the comments provided on his Employee Performance Appraisals were not reviewed by him (Simon) in advance and nor does he (Simon) view the description following the completion of performance evaluations by Chester. 49. From approximately May 2004 through April 2012, the Authority issued payment to three separate engineering firms, including Chester, for the completion of various projects as shown below: Engineering Payment Number of Payment Percentage Consulting Engineer Entity Date Payments Total of Work* During Range? Range NIRA 05/04—04/12 104 $1,649,490.83 68.7% Yes (05/01/04—04/30/12) Glenn 05/04—04/12 12 $46,698.23 1.9% No Engineering Chester 05/04—04/12 94 $705,351.13 29.4% No * The percentage of work received by each company is based upon the total payment received by each company divided by total payment issued by the Authority for all projects/services during the identified date range. Simon, 12-026 Page 16 a. Chester received approximately 29.4% of all the Authority engineering work from May 2004 through April 2012, even though Chester was not the appointed engineer. b. The percentage of Authority work completed by NIRA from May 2004 through April 2012 decreased by 10.9% although NIRA was the appointed consulting engineer at all times during the specified date range. c. The percentage of Authority work completed by Glenn Engineering from May 2004 through April 2012 decreased by 5.5% during the specified date range. d. Bankson Engineers and R & D Engineers received no work from the Authority over the May 2004 through April 2012 date range. 50. From approximately mid-2004 to early 2012, Simon made overt efforts to have Chester appointed as the Authority’s consulting engineer. a. Simon desired Chester’s appointment as the Authority consulting engineer in order to increase the amount of work Chester received. 1. Appointed consulting engineers routinely complete the majority of engineering work/projects for the appointing governmental body. 51. As early as 2006, Simon sought support of Authority Board Members for the appointment of Chester as the Authority consulting engineer. a. Simon had made previous efforts to \[sic\] Russo, Jr., and various Board Members for the removal of NIRA and appointment of Chester. b. Simon arranged a meeting on January 11, 2006, with Russo, Jr., at Applebee’s restaurant. 1. Simon’s meeting with Russo, Jr., occurred approximately two weeks before the Authority reorganization meeting of January 24, 2006. 2. Simon paid for the $25.46 cost incurred at the meeting. aa. Simon ultimately submitted the expense to Chester for reimbursement via submission of Expense Sheet 24121. 1. Simon documented on Expense Sheet 24121 the purpose of the meeting with Russo, Jr., as “To discuss work at the W.P.J.W.A.” 2. Expense Sheet 24121 documented that the expense incurred during the meeting with Russo, Jr., was not a personal expense. c. Simon arranged a dinner meeting on January 19, 2006, at the Winchester Room restaurant at which seven of the twelve Authority Board Members were present, including Jean Calabria, Clarence Hall, Edgar Thompson, Irene Navarri, Nick Bianchi, John Vento, and Simon. 1. During the dinner meeting Simon presented and discussed the topic of appointing Chester as the Authority consulting engineer instead of re-appointing NIRA. Simon, 12-026 Page 17 aa. Simon made statements regarding NIRA and NIRA’s rates in comparison with Chester. 2. The January 19, 2006, dinner meeting occurred only five days before the Authority reorganization meeting of January 24, 2006. 3. Simon submitted the entire $315.12 cost incurred at the dinner meeting as a business expense. aa. Simon ultimately submitted the expense to Chester for reimbursement via submission of Expense Sheet 24122. 1. Simon documented on Expense Sheet 24122 the purpose of the meeting with the identified Authority Board Members as “To discuss upcoming work at the W.P.J.W.A.” 2. Expense Sheet 24122 documented that the expense incurred during the meeting with the identified Authority Board Members was not a personal expense. d. Simon participated in multiple conversations with Thompson while at various Authority conferences during which Simon expressed his desire for more Authority work for Chester. 1. Simon made statements to Thompson that Chester should be receiving more work from the Authority. e. Simon suggested to Authority Board Member Carl Lewis the idea of replacing NIRA as the Authority consulting engineer with Chester on two separate occasions between late summer and late fall 2011. 1. Simon first initiated the subject with Lewis in passing via discussion at a conference both individuals were attending. 2. Simon again lobbied Lewis’s support in removing NIRA and appointing Chester late in 2011 during a break taken between an Authority workshop meeting and regular meeting. f. Simon asserts that since his arrival on the Authority Board, Board Members would frequently ask Simon about Chester and its capabilities for engineering services. 52. In addition to seeking work for Chester from Authority representatives, Simon’s role as a representative of Chester, with the Authority, is documented in notes regarding the Authority’s completion of Customer Satisfaction Index (“CSI”) Reports. a. Chester routinely requests that clients complete CSI reports every six months. b. Simon asserts that Kathi Good, an employee of Chester, actually prepares the customer satisfaction reports, to which Simon is not privy, nor does he (Simon) review or participate in the preparation of the same. 53. On January 3, 2012, Chester representative Kathi Good provided a Chester CSI Report to Authority Administrative Assistant Vanessa Davis via email for completion by Russo, Jr. Simon, 12-026 Page 18 a. On January 11, 2012, Davis responded to Good via email that “Mr. Russo does not wish to participate at this time nor future surveys preferring instead to let things simply proceed according to plans that have already been established. It would be most appreciated if you would remove him from your client survey list.” 54. Good subsequently emailed Chester representative Jan Elliott for advice prior to responding to Davis’s email. a. Elliott subsequently emailed Simon, Fletcher, and Frank Chester for input on the matter. 55. On January 17, 2012, Fletcher sent an email message to Good advising that “We would prefer that Tony Russo not be involved since he has other loyalties. The person that we should speak with is the Authority Chairman, Nick Bianchi. Nick has a vote. Tony does not. I will have Denny get you Nick’s contact information.” a. Denny is a reference to Simon. b. On January 25, 2012, Simon provided Good with a contact number for Bianchi (\[telephone number redacted\]). 56. The Authority held its annual reorganization meeting for the 2012 calendar year on January 24, 2012. a. Board Members present at the meeting were Jean Calabria, George Fuller, Clarence Hall, Brenda Joyce-May, Philip Scolieri, Edgar Thompson, Carl Lewis, Vivian Broz, Anthony Russo, Sr., Nick Bianchi, and Simon. b. Board Member John Vento was absent. 57. NIRA was re-appointed as the Authority consulting engineer for the twelfth consecutive year at the January 24, 2012, Authority reorganization meeting. a. NIRA was appointed as the Authority consulting engineer by a unanimous 11-0 vote of all Board Members present. 1. Simon was present at and participated in the unanimous vote taken at the reorganization meeting to appoint NIRA as the Authority consulting engineer. 58. Although Simon had voted in favor of re-appointing NIRA as the Authority consulting engineer at the 2012 Authority reorganization meeting, Simon initiated efforts to garner support for NIRA’s removal and Chester’s appointment as the Authority consulting engineer as early as February 20, 2012. a. Simon lobbied support for replacing NIRA with Chester through a series of arranged lunches, telephone calls, and meetings with various Authority Board Members. 59. Simon arranged a lunch meeting with Authority Board Members Lewis and Vento at Longhorn Steakhouse at the Waterfront in West Homestead, Pennsylvania, which occurred on February 20, 2012. Simon, 12-026 Page 19 a. Simon divulged to Lewis during the telephone call inviting Lewis to the meeting that Simon wanted to discuss the possibility of a vote to bring Chester to the Authority as the consulting engineer. 1. Chester’s appointment as the Authority consulting engineer was the impetus for the meeting. aa. The main focus of the meeting was the replacement of NIRA with Chester. 2. Vento supporting the appointment of Chester as the new Authority consulting engineer and Simon supporting the appointment of Bruce Dice & Associates as the new Authority solicitor was additionally discussed at the meeting. 3. Making a change in the pension consultant was also discussed. b. During the meeting, Simon expressed his desire to appoint Chester as the Authority consulting engineer and questioned if he had Lewis’s support. 1. Lewis questioned Simon’s reasoning for NIRA’s removal. aa. Simon responded that NIRA received considerably more work from the Authority than did Chester. 2. Lewis suggested a meeting with Russo, Jr., in order to arrange a more equal split in work between NIRA and Chester. aa. Simon responded that it was “all or nothing.” 3. At the conclusion of the meeting, Lewis informed Simon that he could not support Simon in his efforts. aa. Prior to leaving, Simon requested that Lewis speak to Authority Board Member Thompson on Simon’s behalf. 1. Lewis subsequently spoke to Thompson and relayed Simon’s wishes. 2. Thompson was not supportive of Simon’s efforts to remove NIRA but was willing to meet to discuss the issue. 3. Lewis subsequently relayed Thompson’s response to Simon. 4. Simon paid for the cost of the February 20, 2012, meal in the amount of $73.31 (including gratuity) via his personal MasterCard credit card. aa. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “February Expenses” for reimbursement. c. Simon purports that he did not arrange the meeting at Longhorn Steakhouse on February 20, 2012, but rather that Lewis requested Simon to arrange said meeting because he learned of the minority ownership of Chester and that Simon, 12-026 Page 20 Lewis desired the meeting for various reasons including wanting to give more business to a minority-owned company. 60. Although Lewis informed Simon that Thompson was not receptive of removing NIRA, Simon (with Lewis as a go between) arranged an afternoon meeting on February 23, 2012, with Lewis and Thompson at Eat N’ Park located in Monroeville, Pennsylvania. a. During the meeting, Simon expressed his desire for Chester to be appointed as the Authority consulting engineer. 1. Simon questioned if the Authority could look into Chester receiving more Authority work than it did at that time since Russo, Jr., was retiring. aa. Information had been circulating of Russo, Jr.’s pending retirement although Russo, Jr., had made no formal announcement at that time. 2. Simon specifically proposed the appointment of Chester as the consulting engineer to accomplish such. b. Thompson informed Simon that he was not in favor of NIRA’s removal. 1. Thompson expressed his willingness to consider an equal division (50/50) of labor between Chester and NIRA. 2. Thompson also proposed making Chester the consulting engineer but maintaining an equal division of work (50/50) between NIRA and Chester. aa. Simon presented the position that Chester would not be willing to share the consulting engineer duties. c. Simon divulged at the meeting of the Board Members he had spoken to \[sic\] regarding Chester’s appointment and their agreeability to the change. d. Simon paid for the $20.26 cost incurred at the meeting (including gratuity) via his personal MasterCard credit card. 1. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “February Expenses” for reimbursement. 61. Simon received Chester Engineers Check Number 98856 dated March 16, 2012, in the amount of $1,451.78 through First Niagara Bank for February 2012 business expenses reported/incurred. a. Business expenses incurred by Simon in the amount of $73.31 on February 20, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. February 14, 2012, as the date of call; Simon, 12-026 Page 21 aa. The actual date of the meeting was February 20, 2012, per the Longhorn Steakhouse receipt. 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA Board”; 7. The client contact as Lewis, Vento, and Simon; and 8. Remarks as “Lunch meeting to discuss various issues at WPJWA.” b. Business expenses incurred by Simon in the amount of $20.26 on February 23, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. February 21, 2012, as the date of call; aa. The actual date of the meeting was February 23, 2012, per the Eat N’ Park receipt. 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA Board Members”; 7. The client contact as Thompson, Lewis, and Simon; and 8. Remarks of “Meeting to discuss new issues with WPJWA Board.” 62. Fletcher approved reimbursement to Simon of business expenses incurred/reported for February 2012 as documented on Simon’s Sales Call Reports. a. Fletcher approved the reimbursements as business expenses incurred by Simon in his capacity as an employee of Chester. 63. On or about February 25, 2012, during a Saturday breakfast meeting approximately one month after the 2012 reorganization meeting, Russo, Jr., informed Bianchi of his intent to retire from his position as the Authority Executive Director. a. \[A certain occurrence\] influenced his decision to retire. b. Russo, Jr., informed Bianchi of his intent to announce his retirement at the February 28, 2012, Authority meeting. c. No other individuals were present at the Saturday breakfast meeting. Simon, 12-026 Page 22 d. Simon was not present at this breakfast meeting and has no independent knowledge of the events of same. 64. After the February 25, 2012, meeting with Russo, Jr., Bianchi informed Simon of Russo, Jr.’s intent to announce his retirement at the February 28, 2012, Authority meeting. a. Simon subsequently informed Bianchi that the Authority should reorganize at the February Authority meeting. 1. Bianchi was not supportive of a reorganization at that time. 2. Bianchi believed that it was in the Authority’s best interest for Russo, Jr.’s retirement to be the topic of the February 28, 2012, meeting. b. During the continuing conversation Bianchi expressed interest in and lobbied for himself to Simon for the Executive Director position. 1. Bianchi informed Simon that if the opportunity was available he (Bianchi) was interested in the Executive Director position. 2. Simon explained to Bianchi that in order for Bianchi to take the Executive Director position Bianchi had to resign from the Board, which would create a need to reorganize at that point. 65. Subsequent to his discussion with Bianchi, Simon initiated three (3) cellular telephone contacts with Authority Board Member Joyce-May on February 28, 2012. a. February 28, 2012, was the scheduled date for the Authority workshop and regular meetings. b. Simon had not contacted Joyce-May via telephone for at least eight months prior to February 28, 2012. 66. During the contact Simon expressed to Joyce-May that he was not satisfied with the way the Authority Board conducted business. a. Simon expressed his interest in reorganization of the Authority Board to Joyce-May and questioned her interest on the topic. 1. Simon recommended reorganizing not only the Board officers but the consulting engineer and solicitor as well. 2. It is Simon’s assertion that he was simply conveying what other Board Members had expressed to him. b. Joyce-May expressed an interest to Simon in a potential reorganization. 1. Joyce-May felt the Board should have more oversight and voice in approving engineering work and who is awarded the work. c. Simon expressed to Joyce-May his intention to contact other Board Members as well. d. Simon’s cellular telephone records for February 28, 2012, confirm Simon also initiating telephone contact with at least Authority Board Members Vento and Lewis. Simon, 12-026 Page 23 67. At the conclusion of the second contact with Simon on February 28, 2012, Joyce- May knew that Simon intended to make a proposal for reorganization at the February 28, 2012, regular meeting. a. Joyce-May received a third contact from Simon on February 28, 2012, prior to the February Authority meetings. b. Simon informed Joyce-May that the reorganization would not be proposed at the February 28, 2012, meeting due to the fact that Russo, Jr., was to announce his retirement that evening. 1. Simon informed Joyce-May that reorganization would be addressed when Russo retired. 68. At the February 28, 2012, Authority workshop meeting, Russo, Jr., formally announced his intention to retire upon his eligibility date of June 1, 2012, and the obtaining of his successor. a. Minutes of the workshop meeting document that the Executive Committee was to convene to discuss the criteria for securing Russo, Jr.’s replacement. 1. The Executive Committee has been typically composed of the individuals serving in the offices of Board Chairman, Vice-Chairman, Secretary, and Treasurer. 69. Simon subsequently organized a lunch meeting with Authority Board Members Bianchi, Vento, and Scolieri at Michael A’s restaurant located in Oakmont, Pennsylvania, for March 6, 2012. a. During the meeting Bianchi informed all those Board Members present that he was very interested in the Authority Executive Director position and presented his qualifications for the position. 1. Bianchi lobbied for the Authority Executive Director position approximately three weeks prior to the public advertisement of the position. b. Simon’s Sales Call Report for Chester regarding the March 6, 2012, meeting specifically documented the purpose as “Meeting with WPJWA Board to discuss engineering projects.” c. Simon paid the $51.95 cost incurred at the meeting via his personal MasterCard credit card. 1. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “March Expenses” for reimbursement. 70. Shortly after the February 28, 2012, regular meeting when Russo, Jr., announced his retirement, Simon contacted Lewis via telephone to discuss planned changes in Authority management. a. Simon informed Lewis that they were going to place Bianchi into the Executive Director position. b. Simon further informed Lewis that he (Simon) was to be made Chairman of the Authority Board. Simon, 12-026 Page 24 c. Simon asserts that during the conversation he never expressly stated “they were going to put Bianchi there,” but rather that Simon simply said Bianchi was interested in the position. 71. Lewis objected to Bianchi’s automatic placement into the position of Executive Director. a. Lewis believed that an advertisement and search for qualified candidates was needed. b. Lewis explained that he would not support Bianchi’s “automatic” appointment. c. Lewis questioned why Authority Assistant Executive Director Anthony Sorce was not in consideration for the position. 72. Simon informed Lewis that Sorce would not be selected for the Executive Director position. a. Lewis’s continued objections led to the ultimate establishment of a search committee and public advertisement of the position. b. To the best of Simon’s knowledge, Anthony Sorce never applied for the position of Executive Director. 73. At or about that same time, various Members of the Authority Board expressed concern over their belief that no electronic files existed regarding the Authority’s infrastructure, line studies, etc. a. Various Authority Board Members expressed interest in moving the Authority from paper Mylar records (e.g., maps, transmission lines, etc.) to computerized records (e.g., Geographic Information System, a/k/a “GIS”). 1. Records on file at the actual Authority offices were primarily maintained in paper format. 2. NIRA had computerized/digitized copies of all the services provided for the Authority in archived files. 74. In or about March 2012, Simon continued his efforts seeking Chester’s appointment as the Authority consulting engineer by arranging a tour of the Chester headquarters facility located in Moon Township, Pennsylvania, for select Members of the Authority Board. a. Simon specifically offered to arrange a tour of Chester’s facilities to select Board Members to present Chester’s capabilities, especially in relation to GIS capabilities. 1. Simon specifically invited Board Members Fuller, Joyce-May, Vento, Hall, and Bianchi. 2. Board Members Broz, Thompson, Lewis, Russo, Sr., and Scolieri did not attend. Simon, 12-026 Page 25 b. Some Members of the Authority Board were interested in pursuing computerized mapping and GIS services as a result of his \[sic\] service as an Authority Board Member. 75. Simon arranged a tour of Chester’s headquarters office in Moon Township through his capacity as a representative of Chester. a. Simon informed Fletcher of the need to schedule a tour. 1. Fletcher contacted Chester representative Jim Protin to organize and conduct the actual tour. b. The tour was conducted on March 14, 2012, at approximately 10:00 a.m. 76. Simon drove Bianchi and Hall to Chester’s headquarters office in Moon Township on March 14, 2012, to participate in the tour. a. Simon picked up Hall at Hall’s residence at approximately 9:30 a.m. 1. Bianchi was present in Simon’s vehicle when Hall was picked up. b. Remaining Authority Board Members participating in the tour provided their own transportation to Chester’s Moon Township office. 77. The two main topics of conversation presented for discussion in Simon’s vehicle during the drive to Chester’s office focused on the removal of NIRA and appointment of Chester as well as Bianchi’s selection for the to be vacant Executive Director position. a. The primary topic of conversation presented by Simon during the trip to the tour of Chester’s office was the removal of NIRA and the appointment of Chester as the Authority consulting engineer. 1. Simon’s lobbying efforts on behalf of Chester included, among others, statements that: aa. NIRA’s service rates could not compare to Chester’s; bb. Chester was computerized in regard to GIS mapping which allowed for potential changes to be instantly made for consideration; and cc. Chester was a bigger company than NIRA. \[2\]. Simon purports that due to the fact that the rates/hours and pricing points are completely different for NIRA and Chester, no discussion as to competitive pricing took place. Further, Simon purports that Councilman Hall, at 80 years old, does not have the capacity to discuss such matters but rather was more interested in what food was served in the cafeteria and if Chester had the pie that Hall liked. b. The secondary topic of conversation during the trip to the tour of Chester’s office was Bianchi’s selection for the to be vacant Executive Director position. 1. Bianchi expressed his interest to Hall in the Executive Director position. Simon, 12-026 Page 26 2. Hall questioned Bianchi on his background and experience. 3. Bianchi expressed his interest to and participated in discussion with Hall about the pending vacant Executive Director position during the drive prior to the position having been advertised. c. The drive from Hall’s residence to Chester’s Moon Township office lasted approximately thirty minutes. 78. The tour conducted by Protin for the Authority representatives at Chester’s Moon Township office on March 14, 2012, lasted approximately two hours. a. Chester’s Visitor Register for March 14, 2012, documents Joyce-May, Hall, Bianchi, and Fuller arriving at approximately 10:10 a.m. and departing at approximately 12:02 p.m. b. Vento arrived late to the tour. 1. Vento did not sign the Visitor Register. c. Simon accompanied the Authority Board Members on the tour primarily as a representative of Chester. 1. Simon’s time sheet documents March 14, 2012, as a normal work day for Simon. 2. Simon’s time sheet for March 14, 2012, documents Simon working eight hours for “business development.” d. Bianchi opined during the tour about his intent to update the Authority by use of Chester and Chester’s GIS capabilities if he was selected to serve as the Authority Executive Director. 79. During the tour the Authority representatives were familiarized with Chester’s capabilities via introduction to and meeting with various members of Chester’s management staff, a specific presentation on Chester’s GIS system, and introduction to key Chester representatives involved in the GIS process. a. Simon was aware of the Authority’s interest in possible pursuit of computerized mapping and GIS services as a result of his service as an Authority Board Member. 80. Upon completion of the tour, Joyce-May and Fuller departed while Simon, Vento, Bianchi, and Hall ate lunch at the cafeteria located in the building which houses Chester’s offices. a. Simon paid the entire $38.70 cost incurred for the lunch via his personal MasterCard credit card. 1. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “March Expenses” for reimbursement. 81. No Authority Board representatives made inquiry of any kind with NIRA, the existing Authority consulting engineer, either prior to or after the tour of Chester’s offices, to determine NIRA’s GIS capabilities. Simon, 12-026 Page 27 a. NIRA had GIS/computer mapping capabilities at the time that the Authority Board Members toured Chester’s offices. 1. NIRA has been utilizing GIS/computer mapping technology for at least the last fourteen years. b. NIRA continuously updates its technology equipment and its Computer Aided Drafting (“CAD”) Department. c. Simon claims to have no independent knowledge as to whether Joyce-May ever requested NIRA as she did Chester for a tour of its facilities. 82. Simon received Chester Engineers Check Number 99253 dated April 13, 2012, in the amount of $8,645.05 through First Niagara Bank for March 2012 business expenses reported/incurred. a. Business expenses incurred by Simon in the amount of $51.95 on March 6, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. March 6, 2012, as the date of call; 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA”; 7. The client contact as Bianchi, Vento, Scolieri, and Simon; and 8. Remarks of “Meeting with WPJWA Board to discuss engineering projects.” b. Business expenses incurred by Simon in the amount of $38.70 on March 14, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. March 14, 2012, as the date of call; 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA”; 7. The client contact as Fuller, May, Vento, Hall, Bianchi, and Simon; and Simon, 12-026 Page 28 8. Remarks of “Tour of Chester Offices.” 83. Fletcher approved reimbursement to Simon of business expenses incurred/reported for March 2012 as documented on Simon’s Detailed Expense Report and Sales Call Reports. a. Fletcher approved the reimbursement as business expenses incurred by Simon in his capacity as an employee of Chester. 84. The advertisement for the Authority Executive Director position was ultimately placed in the Pittsburgh Post Gazette, The Tribune Review, and online as follows: EXEC DIR-Municipal authority seeks qual Exec Dir to prov overall dir & plan, direct or coord oper activities at highest level w help of mgmt. staff. Exec Dir formulates oper & cap budgets; directs all const & eng matters; oversees & directs consultants & all public relations & media related issues; decides on all oper, fin & personnel matters. Must have ext. exp in admin, mgmt., supv, & budget dev with min 10 yrs. Exp w/in union envir. + skills in public and emp relations. Exc comm skills & strong work ethic. BS/BA req’d; adv. deg. Pref. EOE; Incl. salary req. with resume to: Box # 5691 Pittsburgh Post Gazette, P.O. Box 300, Pittsburgh, PA 15230. a. The advertisement was created by Russo, Jr., and Authority Human Resource Director Sharon Ricketts. b. The advertisement was published from March 27 through April 1, 2012, and was also posted online through Monster.com. 85. The Authority received a total of seventeen (17) responses to the advertisement. a. Bianchi’s resume and cover letter were present in the responses received. b. Bianchi was one of three candidates selected by Russo, Jr., and Ricketts for an interview before the Selection Committee. 1. The remaining two (2) candidates were Timothy Little and Richard Janus. 2. The Selection Committee was composed of Russo, Jr., Ricketts, Vento, Joyce-May, Fuller, Russo, Sr., and Simon. 86. Although Bianchi was aware of the upcoming Authority Executive Director vacancy as early as February 25, 2012; had expressed his interest in and lobbied for the Executive Director position to multiple Authority Board Members prior to the advertisement being placed; and was aware of the time that the advertisement was to be placed, Bianchi utilized language in his cover letter that attempted to conceal his prior knowledge and lobbying actions. a. Bianchi’s cover letter was dated April 9, 2012. b. The first sentence of Bianchi’s cover letter read: “It was with great interest that I read today your online posting for the position of Executive Director.” c. Simon has no independent knowledge as to what Bianchi knew or did not know, but acknowledges the events outlined occurred. Simon, 12-026 Page 29 87. Interviews of the three selected candidates were scheduled for April 18, 2012, in the board room of the Authority Administration Building as follows: a. Timothy Little: 6:30 p.m. b. Richard Janus: 7:00 p.m. c. Nick Bianchi: 7:30 p.m. 88. Simon organized a lunch meeting with Bianchi which occurred on April 17, 2012, at The Common Plea located in Pittsburgh, Pennsylvania. a. Simon and Bianchi met one day prior to Bianchi’s scheduled interview before the Selection Committee. 1. Simon was a member of the Selection Committee and participated in Bianchi’s April 18, 2012, interview. b. Simon’s business expense reports for Chester document the meeting was held to discuss the “manager’s job” at WPJWA. 1. Simon was a member of the Selection Committee and the Vice- Chairman of the Authority Board at the time that he and Bianchi met to discuss the Authority Executive Director position. aa. As a member of the Selection Committee, Simon was responsible for participating in discussions with the Selection Committee to recommend a candidate to the Authority Board to serve as the Authority Executive Director. bb. As a Member of the Authority Board, Simon was responsible for and had the authority to vote for a candidate to be employed as the Authority Executive Director. 2. Bianchi was one of three candidates in consideration for the Authority Executive Director position at the time that he met Simon to discuss the Authority Executive Director position on April 17, 2012. aa. Simon did not meet with either of the remaining two (2) candidates in any setting prior to their respective interviews. 3. During the tour of Chester’s facility Bianchi had expressed his intent to utilize Chester and Chester’s GIS capabilities if appointed as the Authority Executive Director. c. No additional individuals were present at the April 17, 2012, meeting between Simon and Bianchi. d. Simon paid the $33.89 cost incurred at the meeting (including gratuity) via his personal MasterCard credit card. 1. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “April Expenses” for reimbursement. 89. Interviews for the Authority Executive Director position were conducted on April 18, 2012, in the board room of the Authority Administration Building pursuant to the procedures \[sic\]. Simon, 12-026 Page 30 a. Authority representatives conducting/participating in the interviews were Russo, Jr., Ricketts, Vento, Joyce-May, Fuller, Russo, Sr., and Simon. b. Each interview lasted approximately thirty (30) minutes. 90. The Selection Committee remained at the Authority Administration Building upon completion of the interviews in order to discuss the candidates. a. No second round interviews were scheduled or ultimately conducted. b. The Selection Committee ultimately selected Bianchi as the candidate for recommendation to the Authority Board. 91. After departing from the Authority Administration Building, Simon recommended meeting for a drink to Joyce-May and Fuller. a. Simon, Joyce-May, and Fuller ultimately met at Dunnings Grill on the night of April 18, 2012, after departing from the Authority Administration Building. 92. Simon, Joyce-May, and Fuller discussed various Authority issues while at Dunnings Grill, including the utilization of Chester. a. The subjects of individuals serving on the Board, the role of the Board, the direction the Authority was headed, and Authority reorganization were discussed. b. Simon provided information and spoke favorably about Chester to Joyce- May and Fuller during the discussions. c. Simon paid the $40.50 cost incurred at the meeting (including gratuity) via his personal MasterCard credit card. 1. Simon ultimately submitted the expense to Chester on his Detailed Expense Report documenting “April Expenses” for reimbursement. 93. Simon received Chester Engineers Check Number 99793 dated May 18, 2012, in the amount of $2,597.42 through First Niagara Bank for April 2012 business expenses reported/incurred. a. Business expenses incurred by Simon in the amount of $33.89 on April 17, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. April 17, 2012, as the date of call; 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA”; Simon, 12-026 Page 31 7. The client contact as Bianchi and Simon; and 8. Remarks of “Meeting to discuss Manager’s position.” b. Business expenses incurred by Simon in the amount of $40.50 on April 18, 2012, as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. April 18, 2012, as the date of call; 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client name as “WPJWA”; 7. The client contact as Fuller, May, and Simon; and 8. Remarks of “Meeting to discuss reorganization meeting at WPJWA.” 94. Fletcher approved reimbursement to Simon of business expenses incurred/reported for April 2012 as documented on Simon’s Detailed Expense Report and Sales Call Reports. a. Fletcher approved the reimbursement as business expenses incurred by Simon in his capacity as an employee of Chester. 95. The Authority workshop and regular meetings for April 2012 were held on April 23, 2012. a. The agenda for the regular meeting documented a report to be provided by the Selection Committee as part of the Executive Committee report. 96. Included in the information presented to the Authority Board Members for the April 23, 2012, meetings was an Authority memo dated April 23, 2012, regarding the selection of an Executive Director. a. The memo was noted as being from “Dennis Simon & Selection Committee.” b. The memo documented Bianchi as the candidate recommended to the Authority Board to serve as the Executive Director. c. Simon purports that he never received or reviewed this memo prior to it being provided to the other Board Members. 97. During the Report of Committees portion of the regular meeting under the Executive Committee Report, Simon acknowledged the efforts of the Selection Committee, Russo, Jr., and Ricketts in the search and interview selection process. a. Simon subsequently motioned, seconded by Vento, that Bianchi be offered the position of Authority Executive Director with a full benefit package effective June 4, 2012. Simon, 12-026 Page 32 1. Bianchi was offered the following in relation to the Executive Director position: aa. A starting salary of $105,626.40; bb. A benefit package related to the position, including family, effective upon date of hire; cc. A monthly vehicle allowance of $500.00; dd. Four weeks vacation; and ee. A cellular telephone. 2. The motion to offer the Authority Executive Director position to Bianchi carried 8-1-1 with Broz opposing and Bianchi abstaining. 98. During the New Business portion of the April 23, 2012, regular meeting, Bianchi read his letter of resignation from the Authority Board as the representative of Turtle Creek Borough effective at the close of the April 23, 2012, Board meeting. a. Bianchi’s letter of resignation was dated April 23, 2012. b. Bianchi had prepared his letter of resignation in advance of the April 23, 2012, meeting. 99. Immediately after Bianchi resigned, Simon recommended a motion be made to schedule and advertise for a reorganization meeting to be held on May 8, 2012, at 6:30 p.m. 100. Simon utilized Bianchi’s resignation as an opportunity to conduct a complete reorganization of the Authority officers and appointed service providers. a. The Authority Board was operating with a full complement of twelve (12) Board Members at the time of Bianchi’s resignation. 1. Any six of the remaining eleven Board Members constituted a quorum for any meetings to be held/decisions to be made. b. Simon held the office of Vice-Chairman at the time of Bianchi’s resignation. 1. A duty/responsibility of the individual serving in the office of Vice- Chairman is to assume the role of the Chairman in the Chairman’s absence. 101. Simon subsequently made a motion, seconded by Vento, to approve the advertising and convening of an Authority reorganization meeting on May 8, 2012, at 6:30 p.m. a. The advertising and convening of the May 8, 2012, reorganization meeting was approved by unanimous voice vote of all Authority Board Members present. 1. Simon voted in favor of advertising and convening the May 8, 2012, reorganization meeting. aa. No objections or abstentions were cast during the voice vote. Simon, 12-026 Page 33 1. Any objection or abstention cast during a voice vote automatically triggers a roll call vote. 2. No roll call vote was taken on the motion. 102. After the April 23, 2012, Authority Board meetings, Simon continued taking steps to promote Chester’s appointment as the Authority consulting engineer at the scheduled May 8, 2012, reorganization meeting. a. Simon arranged a lunch meeting with Vento, Scolieri, Calabria, and Hall at Churchill Valley Country Club (“CVCC”) which occurred on May 2, 2012. 1. Simon has a membership at CVCC . . . for which his club dues are paid by Chester. aa. Simon’s membership is maintained by Chester in order to provide a convenient location in the East Hills at which to meet with/entertain clients. bb. Simon was not a member of CVCC until employed with Chester. 103. During the lunch meeting at CVCC, Simon advocated removing NIRA and appointing Chester as the Authority consulting engineer at the May 8, 2012, reorganization meeting. a. Simon promoted the capabilities of Chester during the discussion at the lunch. b. All Board Members attending the lunch meeting participated in the discussion regarding the appointment of Chester. c. The discussion which occurred was presented as an effort to persuade Hall to support Simon’s proposal. 1. Vento, Scolieri, and Calabria were already supportive of Simon at that time. 2. Hall refused to support the removal of NIRA. d. The entire $99.75 cost incurred at the lunch meeting was documented on Simon’s monthly CVCC statement which totaled $308.25 for the month of May 2012. 1. Simon’s May 2012 CVCC statement documented expenses incurred totaling $99.75 at the CVCC Skylight Lounge on May 2, 2012; expenses incurred on May 31, 2012, in the amount of $135.00 for social dues; and additional personal expenses incurred totaling $73.50. aa. Simon issued payment to CVCC via check from his personal account at PNC Bank dated June 22, 2012, in the amount of $308.25. bb. Simon ultimately submitted the expenses for the May 2, 2012, lunch ($99.75) and his social dues ($135.00) in the total Simon, 12-026 Page 34 amount of $234.75 to Chester on his Detailed Expense Report documenting “May Expenses” for reimbursement. 104. Simon received Chester Engineers Check Number 100341 dated June 22, 2012, in the amount of $1,638.67 through First Niagara Bank for May 2012 business expenses reported/incurred. a. Business expenses incurred by Simon in the total amount of $234.75 during the month of May 2012 at CVCC as reported on a Chester Sales Call Report documented information including the following: 1. Simon’s name as the Chester employee making the sales call/incurring the expense; 2. June 7, 2012, as the date of call; aa. The actual date of the lunch meeting was May 2, 2012, and the actual date of the social dues charge was May 31, 2012, per Simon’s May 2012 CVCC monthly statement. 3. The type of contact as “Personal Contact”; 4. The type of call as “Follow-Up”; 5. The type of client as “Existing”; 6. The client contact as “WPJWA Board”; and 7. Remarks of “Client Entertainment & Monthly Dues.” 105. Fletcher approved reimbursement to Simon for business expenses incurred/reported for May 2012 as documented on Simon’s Detailed Expense Report and Sales Call Reports. a. Fletcher approved the reimbursement as business expenses incurred by Simon in his capacity as an employee of Chester. 106. Simon contacted multiple Board Members/Authority representatives on behalf of Chester and was aware that he had obtained the support of a majority of the Authority Board Members to appoint Chester as the Authority consulting engineer leading into the May 8, 2012, Authority reorganization meeting. a. During a sworn statement provided to Commission Investigators on May 28, 2013, Lewis stated, in part, the following: 1. Simon and Lewis had multiple conversations from January 2012 to early May 2012 during which Simon expressed his interest in Chester being appointed as the Authority consulting engineer. aa. Simon expressed his thoughts to Lewis on: 1. NIRA’s long standing with the Authority; 2. The age of NIRA’s principal; 3. NIRA’s size in comparison with Chester’s size; Simon, 12-026 Page 35 4. The ethnic make-up of NIRA in comparison with the ethnic make-up of Chester; 5. The job that Simon felt Chester could do and why Chester was not doing it at that time; 6. Advantages that Authority Board Members could enjoy if Chester was appointed (including tickets to sporting events, tickets to concerts, and meals); and 7. How the appointment could occur including when the vote was to take place, the number of votes needed, and which Board Members were or were not supportive of the appointment. b. During a sworn statement provided to Commission Investigators on January 10, 2013, Joyce-May stated, in part, the following: 1. Simon tried to “sell” his firm to Joyce-May during multiple conversations. 2. Simon indicated his intent to attempt to get Chester appointed as the Authority consulting engineer during multiple conversations with Joyce-May leading to the May 8, 2012, reorganization meeting. aa. Joyce-May was aware based on conversations with Simon that Chester was to be presented as an option at the reorganization meeting if NIRA was not re-appointed. 3. Simon expressed his thoughts during multiple conversations with Joyce-May that Chester was a better firm than others utilized by the Authority and that Chester should receive more work. 4. Simon was not present and has no independent knowledge as to what Joyce-May provided to Commission Investigators under oath. c. During a sworn statement provided to Commission Investigators on February 12, 2013, Fuller stated, in part, the following: 1. Between the months of approximately March and May 2012, but prior to the May 8, 2012, reorganization meeting, Simon and Fuller engaged in multiple conversations during which Simon stated that he would like to see Chester have an opportunity to serve as the Authority consulting engineer and questioned Fuller’s thoughts and impression of the firm. aa. Fuller indicated to Simon that Chester was an impressive firm and it appeared that Chester had the mapping capabilities the Authority desired. bb. Fuller informed Simon that he would vote for Chester’s appointment as the Authority consulting engineer. cc. Simon relayed to Fuller that “we’re” going to try to make the change and that if people voted the way he (Simon) expected there may be a change in engineer. Simon, 12-026 Page 36 2. Simon was not present and has no independent knowledge as to what Fuller provided to Commission Investigators under oath. d. During a sworn statement provided to Commission Investigators on September 26, 2012, Thompson stated, in part, the following: 1. Between the February 28, 2012, and May 8, 2012, Authority meetings, Simon contacted Thompson on at least one occasion and asserted that Chester would be in the position to take over after NIRA’s removal. aa. Simon’s statement was in addition to statements made at the February 23, 2012, meeting between Simon, Thompson, and Lewis at Eat N’ Park. 2. Simon was not present and has no independent knowledge as to . what Thompson provided to Commission Investigators under oath e. During a sworn statement provided to Commission Investigators on December 20, 2012, Scolieri stated, in part, the following: 1. Scolieri had conversations with Vento during which he expressed his desire to reorganize for purposes of replacing NIRA as the consulting engineer and Campbell, Durant, Beatty, Palumbo, & Miller, P.C. as the Authority solicitor. aa. Scolieri specifically endorsed Chester to Vento and stated, “I’d like to give, I’d give it to Denny….” 1. Vento affirmed to Scolieri his (Vento’s) support in appointing Chester as the consulting engineer. bb. Scolieri and Vento both desired the replacement of the existing solicitor with Dice & Associates as the Authority solicitor. 1. Scolieri and Vento desired the change in solicitor due to their personal views and opinions that the existing solicitor was anti-union while Dice & Associates was pro-union. 2. The appointment of Chester was a “perfect fit” as Chester was already doing ten to twenty percent of the Authority’s engineering work. 3. Scolieri expressed his desire to remove NIRA and Campbell, Durant, Beatty, Palumbo, & Miller, P.C. from their Authority positions. aa. Scolieri informed Simon that he (Scolieri) wanted to appoint Chester as the Authority consulting engineer. bb. Simon supported and agreed with Scolieri. 4. Simon was aware that the appointment of Chester as the Authority consulting engineer was to be presented as an option at the reorganization meeting. Simon, 12-026 Page 37 aa. Scolieri had discussions with Simon prior to the reorganization meeting about appointing Chester at the reorganization meeting. 5. Simon was not present and has no independent knowledge as to what Scolieri provided to Commission Investigators under oath. f. During a sworn statement provided to Commission Investigators on September 20, 2012, Bianchi stated, in part, the following: 1. Bianchi participated in conversation with Simon days prior to the May 8, 2012, reorganization meeting during which Simon expressed to Bianchi his (Simon’s) interest in Chester serving as the Authority consulting engineer. aa. Simon specifically expressed his interest to Bianchi after Simon had recommended and voted in favor of Bianchi’s employment as the Authority Executive Director. 2. Going into the May 8, 2012, reorganization meeting, Bianchi believed that Chester would be appointed as the Authority consulting engineer. aa. Bianchi based his belief on conversations held with various Board Members. 3. Simon was not present and has no independent knowledge as to what Scolieri provided to Commission Investigators under oath. 107. In or about February 2012, Simon relayed to Fletcher at a time subsequent to Russo, Jr.’s, retirement announcement that the opportunity might exist for Chester’s appointment as the Authority consulting engineer. a. Simon informed Fletcher that the Authority Board planned to look at the professional positions of consulting engineer and solicitor. 1. At the time of Simon’s assertion to Fletcher, the Authority had not planned to renew \[sic\] either the consulting engineer or solicitor positions. 2. The interest of or potential to secure a new municipal client is routinely relayed to CEO Robert Agbede through direct contact initiated by the potential client or by a Chester employee in one of the Vice President of Governmental Affairs positions. 108. Simon subsequently confirmed to Fletcher that the Authority Board had scheduled a meeting for reorganization to be held on May 8, 2012. a. Simon informed Fletcher that Chester had a good chance of being appointed as the Authority consulting engineer at the reorganization meeting. 1. No Chester representatives, excluding Simon, had contacted Russo, Jr., as the Authority Executive Director; Bianchi as the future Executive Director; or any Members of the Authority Board, to express Chester’s interest in serving as the Authority consulting engineer. aa. Simon was the only representative from Chester who had initiated contact with any Authority representatives regarding Simon, 12-026 Page 38 the appointment of Chester as the Authority consulting engineer. 1. No presentations were made at any Authority Board meetings identifying the potential benefits of appointing Chester as the consulting engineer. 2. No formal fee schedule was presented to the Authority Board or management personnel for consideration in relation to fees to be charged by Chester in the capacity of consulting engineer. 3. The only exposure to additional Chester representatives and Chester abilities occurred during the tour of the Chester facilities on March 14, 2012, which Simon orchestrated/arranged. 2. Simon asserts that Ken Kurious and John Balweski of Chester have had communication with Russo, Jr., Bianchi, and several Board Members on varying dates not exclusive to the March \[14\], 2012, meeting. b. Fletcher was aware that Simon made efforts to inform Authority Board Members of Chester’s capabilities and lobby Authority Board Members for majority support in appointing Chester as the Authority consulting engineer. 1. Fletcher was aware of Simon’s efforts based on conversations held with Simon. 109. Simon had telephone, email, and/or text contact of a limited nature with Authority Board Members as a whole in the six month period of time leading up to January 2012. a. None of the eleven remaining Authority Board Members maintain a socially friendly relationship with Simon. 1. Simon asserts that Vento, Scolieri, Calabria, Hall, Bianchi, Carl Lewis and Thompson have engaged socially from time to time. b. Telephonic contact which occurred between Simon and remaining Board Members primarily concerned and/or involved some type of Authority business/issue. 110. Telephone records obtained during the course of the inquiry into the allegations support a finding that the frequency of telephone, email, and/or text contact between Simon and remaining Members of the Authority Board increased significantly in the four months leading up to the May 8, 2012, reorganization meeting in comparison with the approximate six month period of time prior to mid- January 2012 and after May 2012. 111. Telephone records obtained during the course of the inquiry into the allegations support a finding that the volume and frequency of telephone communication between Simon and Authority Board Members Bianchi, Lewis, Calabria, and Vento increased substantially in the months leading up to Chester’s appointment as the designated engineer and subsequently decreased following appointment of same. Simon, 12-026 Page 39 a. The amount of telephonic contact between Simon and the Board Members identified increased approximately 515% from January 15, 2012, through May 8, 2012, in comparison to July 1, 2011, through December 31, 2011. b. The amount of telephonic contact between Simon and the remaining Board Members and subsequent Executive Director decreased approximately 147% from May 9, 2012, through November 30, 2012, in comparison to January 15, 2012, through May 8, 2012. c. Authority Board Members Bianchi, Lewis, Calabria, and Vento all voted in favor of appointing Chester as the consulting engineer. 112. The agenda for the May 8, 2012, Authority reorganization meeting was created by Russo, Jr., in his position as Executive Director. a. The Order of Business as documented on the agenda included, among other items, the election of officers of the Board and appointments regarding professional services providers. 1. Campbell, Durrant, Beatty, Palumbo, & Miller, P.C. was specifically documented for consideration as the Authority solicitor. 2. NIRA was specifically documented for consideration as the Authority consulting engineer. 113. No additional professional service providers were documented on the agenda for potential consideration for appointment as solicitor or consulting engineer. a. Although the agenda is created by the Executive Director, any of the Board Members may request that an item be placed on the agenda for consideration. b. No Members of the Authority Board contacted Russo, Jr., to request that Chester Engineers be placed on the agenda for consideration to serve as the appointed consulting engineer. 114. The special meeting called on May 8, 2012, for the purpose of reorganization commenced at approximately 6:30 p.m. at the Authority administrative offices. a. All twelve Authority Board Members were in attendance at the meeting. b. Additional Authority representatives present at the meeting were Russo, Jr., Davis, and Bianchi. 115. Simon presided over the start of the May 8, 2012, reorganization meeting in his capacity as the Vice-Chairman due to the existing vacancy in the office of Chairman. a. Simon subsequently turned conduction of the meeting over to Russo, Jr. b. Russo, Jr., opened the floor for nominations of Authority Board officers. 116. Prior to the making of nominations for Authority Board officers, discussion occurred among the Board Members present regarding the need to conduct a complete reorganization as opposed to a partial reorganization only. Simon, 12-026 Page 40 a. At least two (2) Board Members questioned the need for a complete reorganization as a consulting engineer and solicitor were already in place. 1. At least two (2) Board Members desired to reorganize only the Authority Board officers due to the existing vacancy in the office of Board chairman. b. At least two (2) Board Members were opposed to a partial reorganization. 1. At least two (2) Board Members wanted a full reorganization in order to implement previously made decisions to replace the consulting engineer and solicitor. 117. Lewis ultimately made a motion, seconded by Broz, that the Authority Board not conduct a full reorganization but fill only the vacated offices on the Authority Board and that the remaining agenda items be stricken. a. The motion failed via 4-7-1 vote with Thompson casting the abstention. b. Simon voted in opposition of only a partial reorganization of the Board. 1. Simon cast his vote in opposition of a partial reorganization with the knowledge that conduction of a partial reorganization would not allow for the opportunity to change the consulting engineer. 2. Simon cast his vote in opposition of a partial reorganization at a time when he had knowledge that Chester was to be appointed as the Authority consulting engineer at the full reorganization. 3. Simon asserts that he cast his vote as outlined above because the vote only concerned the Executive Director position. 118. After the vote the Authority Board moved forward with the nomination and selection of the Authority Board officers. a. Simon was elected to the office of Chairman of the Authority Board as a result of reorganization of the Board offices. b. Russo, Jr., turned the meeting over to Simon immediately after Simon was elected as the Authority Board Chairman. 119. Upon completion of election of the Authority officers, Simon called for a motion for appointment of the solicitor. a. Simon first called for a motion to determine if the current solicitor was to be retained before entertaining nominations for alternative firms. 1. The motion ultimately made by Scolieri, seconded by Vento, to retain the existing solicitor failed via 4-8 roll call vote. aa. Simon, Scolieri, and Vento were included in the eight (8) individuals voting against retention of the existing solicitor. 1. Scolieri and Vento desired to remove the existing solicitor for replacement with Dice & Associates. Simon, 12-026 Page 41 bb. Simon, Scolieri, and Vento had all participated in the unanimous Board vote to appoint Campbell, Durrant, Beatty, Palumbo, & Miller, P.C. as the Authority solicitor three and one-half months earlier at the January 24, 2012, Authority reorganization meeting. b. Simon subsequently requested a motion to appoint Dice & Associates as the Authority solicitor. 1. The motion ultimately made by Scolieri, seconded by Vento, to retain Dice & Associates carried via 8-4 roll call vote. aa. Simon, Scolieri, and Vento were included in the eight individuals voting in favor of retaining Dice & Associates. 120. Simon had been in communication (telephone, text, and/or email) with Attorney Bruce Dice of Dice & Associates on twenty (20) occasions from at least February 20, 2012, through May 7, 2012, leading up to the May 8, 2012, reorganization meeting. a. Simon’s communications with Dice began on or about February 20, 2012, when Simon met with Vento and Lewis at Longhorn Steakhouse at the Waterfront. b. The Authority had no ongoing professional/business relationship of any kind with Dice & Associates during the February 20, 2012, through May 7, 2012, time frame. c. Simon asserts that he has maintained a relationship with Bruce Dice for over ten (10) years and that he has regular discussions with Dice regarding other roles of the municipalities that Dice serves and Simon has as clients. 121. Simon called for a motion to specifically appoint Dice & Associates as the Authority solicitor although Dice & Associates was not documented on the meeting agenda as a firm for potential consideration for appointment. a. Simon was aware of Vento’s and Scolieri’s desire to have Dice & Associates appointed as the Authority solicitor. 122. After the selection of the Authority solicitor, Simon called for the appointment of the consulting engineer. a. Simon did not specifically call first for a motion to determine if the then current consulting engineer (NIRA) was to be retained prior to entertaining nominations for alternative firms as he had done regarding appointment of the Authority solicitor. 123. Lewis made a motion to appoint NIRA as the consulting engineer; however, prior to it being seconded, Joyce-May requested that the motion be tabled for further consideration on the matter. a. The motion to table the matter was defeated via 5-7 roll call vote. b. Simon voted to table the motion. 124. Simon subsequently entertained the motion once again for the appointment of NIRA to serve as the Authority consulting engineer. Simon, 12-026 Page 42 a. The motion made by Lewis, seconded by Broz, to retain NIRA as the Authority consulting engineer initially failed via 5-7 roll call vote. 1. Simon initially voted in opposition to retention of NIRA as the Authority consulting engineer. 2. Simon was questioned by at least one Board Member on his ability to vote on the motion due to Simon’s knowledge that Chester was to be presented for consideration to serve as the consulting engineer at the reorganization meeting. 3. Simon responded that he voted to appoint NIRA in prior years and could vote against NIRA’s appointment if he wished to do so. 4. Continued discussion on and opposition to Simon’s ability to vote on the motion resulted in Simon instructing Davis to change his vote from one in opposition to the motion to an abstention. aa. As the final Board Member to vote, Simon was aware at the time that he instructed Davis to change his vote that a majority of Board votes had already been cast to defeat the motion. b. The final vote to retain NIRA was five (5) in favor, six (6) against, with Simon being recorded as abstaining. 125. After the motion to retain NIRA failed, Simon specifically requested a motion be made for the appointment of Chester as the Authority consulting engineer. a. Simon presented no other engineering firm(s) by name for consideration in his request for a motion. b. The motion ultimately made by Scolieri, seconded by Vento, to retain Chester carried via 6-5-1 roll call vote with Simon abstaining from the vote. 1. Scolieri and Vento were included in the six individuals voting in favor of retaining Chester. 126. Five of the six Board Members who ultimately voted at the May 8, 2012, reorganization against retaining NIRA and in favor of appointing Chester as the Authority consulting engineer had participated in the unanimous vote to retain NIRA as the Authority consulting engineer approximately three and one-half months earlier at the January 24, 2012, Authority reorganization meeting. a. No performance issues occurred with NIRA between the dates of the January 24, 2012, and May 8, 2012, reorganization meetings. b. Six of twelve Authority Board Members voted to appoint Chester as the Authority consulting engineer without any Chester representative other than Simon having attended any Authority Board meetings to present information on Chester verbally, on paper, etc. 1. Information received by the Authority about Chester was limited to Simon’s lobbying efforts during discussion with Authority Board Members and the tour of Chester’s offices which Simon had orchestrated. Simon, 12-026 Page 43 c. The six Authority Board Members voting to appoint Chester as the Authority consulting engineer did so without having received any specific, established fee schedule regarding the costs which would be assessable to the Authority for Chester’s services. 1. The only information the Authority Board Members had regarding Chester was provided or arranged by Simon. d. Simon asserts that Chester had a long relationship with the Authority and had performed engineering services. 127. Ted Czekaj voted at the May 8, 2012, reorganization meeting for the removal of NIRA and appointment of Chester although having only been appointed at a meeting of Turtle Creek Borough Council on May 7, 2012, to replace Bianchi as the Turtle Creek Borough representative to the Authority. a. Czekaj is employed with Glenn Engineering. 128. Glenn Engineering had not been utilized by the Authority for any engineering projects for a period of approximately one year and nine months prior to Czekaj’s appointment to the Authority Board. a. Prior to May 2012, Glenn Engineering had most recently received three payments from the Authority spanning the time frame of May 13, 2010, through August 12, 2010, totaling $682.50. 1. Prior to 2010 Glenn Engineering had not been utilized by the Authority since approximately February 2005. 129. Since Chester’s appointment as the Authority consulting engineer on May 8, 2012, through May 31, 2013, Glenn Engineering has been the only other engineering firm utilized by the Authority for engineering projects. a. Since Czekaj’s appointment to the Authority Board, Glenn Engineering has received at least ten payments totaling $46,865.00 from the Authority for engineering services rendered. 130. Although a potential conflict of interest for Simon regarding Chester was raised and openly discussed at the May 8, 2012, reorganization meeting, Simon continued to have involvement in Authority matters as a representative of Chester. a. Simon was involved in billing discussions with Chester’s John R. Balewski, P.E., Vice-President, Municipal Services, regarding billing rates applicable to the Authority. 1. In an email transmission dated May 22, 2012, from Balewski to Chester representatives Erik Nielsen and Lynn Resta regarding the Authority, Balewski documented the following: “Attached is the AB form for the retainer and the project description. Please open as soon as possible. I am going to the meeting tonight and I will talk to Denny about billing for May (which will slightly change the form). We were retained based on the Mid-Market rates being utilized for Wilkins Township. All Wilk-Penn job need to change to the mid- Simon, 12-026 Page 44 market rates as of June 1, 2012. Again, we may need to change May billings as well. I will talk to Denny. Can you find out how much time has been billed to Wilk-Penn in May? I don’t believe it will be substantial.” aa. Denny is a reference to Simon. b. Simon was referenced in relation to the Authority CSI report to be conducted in July 2012. 1. On July 17, 2012, Chester’s Good received an email message from Fletcher in response to an earlier email that same day which stated, in part: “…Mr. Bianchi is no longer the Authority Chairman – but is still the client contact and Bruce would have Dennis Simon get me his current number (may have changed from what I have). I told Bruce I would wait to hear from Dennis Simon with a current contact phone number. (Bruce also said Dennis Simon is the Chairman now.)” 2. Later that same day Simon informed Good of the following: “New DIRECTOR for WPJWA is Nick Bianchi. He used to be the Chairman of the Board. His phone number is \[telephone number redacted\]. John Balewski is the Project manager.” 131. The Authority held its annual reorganization meeting for the 2013 calendar year on January 22, 2013. a. Board Members in attendance at the meeting included Simon, Fuller, Hall, Joyce-May, Czekaj, Broz, Lewis, Russo, Sr., and newly appointed Member John Vahosky. b. Board Members Vento, Scolieri, and Thompson were absent. 132. Action to be taken at the reorganization meeting included election of Authority Board officers as well as the appointment of a solicitor and consulting engineer. a. The agenda for the January 22, 2013, reorganization meeting did not specifically identify any individuals or firms for consideration of appointment as solicitor or consulting engineer. 133. Bianchi presided over the reorganization meeting until the election of the Authority Board Chairman was complete. a. The election of the Authority Board Chairman represented the first vote taken at the reorganization meeting. b. Simon was elected to serve as the Chairman of the Authority Board. c. Bianchi turned the meeting over to Simon upon Simon’s election as Chairman of the Board. 134. After the selection of the remaining Board officers and appointment of the Authority solicitor for the 2013 calendar year, Simon called for the appointment of the Authority consulting engineer. Simon, 12-026 Page 45 a. A motion was ultimately made by Joyce-May, seconded by Fuller, that Chester be retained as the Authority consulting engineer for a period of one year or until successors had been chosen and qualified. b. The motion was defeated via 4-4-1 roll call vote. 1. Joyce-May, Fuller, Vahosky, and Czekaj voted in favor of retaining Chester. 2. Hall, Lewis, Broz, and Russo, Sr., voted in opposition of retaining Chester. 3. Simon abstained from the vote. 135. Written minutes of the January 22, 2013, Authority reorganization meeting document no additional information regarding appointment of the consulting engineer for the 2013 calendar year. a. The minutes of the January 22, 2013, reorganization meeting fail to identify the appointment of any specific individual, firm, etc., to serve as the Authority consulting engineer for the 2013 calendar year. 136. The audio cassette recording of the January 22, 2013, Authority reorganization meeting documents the retention of Chester as the Authority consulting engineer although the vote taken to retain Chester had been defeated. a. Upon completion of the roll call vote, Simon stated that per the solicitor the consulting engineer remained the same. b. Dice confirmed Simon’s statement. 137. \[Neither\] Simon nor any other Board Member requested, called for, or presented any other individual or firm for consideration for appointment as the Authority consulting engineer. a. After Dice confirmed Simon’s statement, Simon requested a motion to adjourn to the Authority regular business meeting. 138. On January 23, 2013, Dice authored correspondence to Bianchi reversing his opinion given at the January 22, 2013, reorganization meeting that Chester was to remain as the Authority consulting engineer even though the specific vote to approve such had been defeated. a. Dice noted, in part, the following information in the correspondence: 1. Nine of the eleven Authority Board Members were in attendance at the reorganization meeting. aa. Nine of twelve Authority Board Members were actually in attendance at the meeting. 2. The vote to retain Chester was recorded as four yes, four no, and one abstention. 3. The vote to retain Chester was defeated. 4. No other engineering firm was discussed. Simon, 12-026 Page 46 b. Dice provided his opinion that the Authority should continue to deal with Chester for the month of January 2013 until the February 2013 meeting when the matter should again be placed on the agenda for a vote. 139. The Authority regular business meeting for the month of February 2013 occurred on February 26, 2013. a. The agenda for the February 26, 2013, Authority regular meeting documented nomination of a consulting engineer under Section X, Unfinished Business. 1. Authority Board Members receive the agenda for the upcoming Authority meeting at least one to three days prior to the actual meeting. b. All twelve Members of the Authority Board were present at the February 26, 2013, Authority regular meeting. 140. During the unfinished business portion of the February 26, 2013, Authority regular meeting, Simon opened the floor for nominations for the consulting engineer position. a. A motion was made by Fuller, seconded by Thompson, that Chester be retained as the Authority consulting engineer until successors had been chosen and qualified. b. The motion carried via 6-4-2 roll call vote. 1. Fuller, Vento, Scolieri, Joyce-May, Vahosky, and Czekaj voted in favor of retaining Chester. 2. Hall, Lewis, Broz, and Russo, Sr., voted in opposition of retaining Chester. 3. Simon and Thompson abstained from the vote. c. Vento and Scolieri represented the swing votes in Chester’s successful 6-4-2 appointment at the February 26, 2013, meeting. 1. Vento and Scolieri had been absent from the January 22, 2013, reorganization meeting. 141. Additional business conducted at the February 26, 2013, meeting involved the design plans for the GIS model for the Authority. a. Bianchi ultimately requested and received authorization from the Authority Board at the February 26, 2013, Authority regular business meeting to move forward with plans to complete the Authority GIS model through Chester. b. Bianchi had verbalized his intent to implement such for the Authority during his tour of Chester’s headquarters facility in March 2012. 142. From July 2011 through December 2012, Simon provided additional meals, alcohol, and/or entertainment to multiple Authority Board Members which Simon claimed on his employment expense reports for which he ultimately received reimbursement from Chester. Simon, 12-026 Page 47 a. Reimbursement for the items sought by Simon from Chester as noted above totaled $2,509.95. 143. From approximately September 20, 2007, through May 31, 2013, Chester received approximately seventy-five checks totaling $786,120.44 from the Authority for engineering services. a. Chester received fifty-eight (58) checks from the Authority totaling $468,906.40 from September 20, 2007, until May 8, 2012, when appointed as the Authority consulting engineer. 1. Invoices issued versus amounts paid from September 20, 2007, through May 8, 2012, document a balance of approximately $9,827.69 due to Chester. b. Chester received seventeen checks from the Authority totaling $317,214.04 from May 9, 2012, through May 31, 2013, as the Authority consulting engineer. c. During the approximate thirteen month period from May 2012 through May 2013, Chester received payments from the Authority totaling approximately sixty-eight percent of the total amount received from the Authority during the approximate four year and eight month period from September 2007 through April 2012. 144. During the time frame of at least September 2007 through May 2012, Simon annually filed a general abstention notice with the Authority contemporaneous to the annual reorganization meeting as follows: “Pursuant to Section 3(j) of the State Ethics Acts \[sic\], and on advice of the Authority Solicitor, the undersigned Board Member hereby abstains from voting at any time on any matter involving Chester Engineers for the following reason: I am employed by Chester Engineers This abstention is to be automatically in effect for all future votes unless expressly direct otherwise. Any vote I may cast with respect to a group of multiple invoices, bills or payments shall not extend to any bills, invoices or payments relating to the above-named person or entity. I ask that this Memorandum be filed as a matter of public record with the Authority and be attached to the minutes of the Board meeting.” a. Simon’s general abstention notices for the identified time frame are dated February 27, 2007; January 22, 2008; January 30, 2009; March 23, 2010; January 25, 2011; January 24, 2012; and January 22, 2013. b. The content of the general abstention form filed with the Authority remained unchanged with the exception of the actual corporate name of Simon’s employer. 1. Simon’s employer was consistently identified as a name variant of Chester Engineers on the memorandums filed. Simon, 12-026 Page 48 c. Simon’s filing of Memorandums of Abstention verifies Simon’s knowledge of potential conflicts of interest between his public office with the Authority and his employment with Chester. 145. Simon consistently abstained from voting to approve payment to Chester included in Authority monthly bill listings from at least the June 2012 Authority regular meeting through the June 2013 Authority regular meeting. a. No Authority regular business meeting was held during the months of July 2012 or December 2012. 146. Simon receives a set salary in association with his employment with Chester. a. Simon’s salary consistently increased in his employment with Chester from September 2007 through May 2013 as shown below: Effective Date Salary September 1, 2007 $75,250.00 April 14, 2008 $100,000.00 July 15, 2009 $103,000.00 December 1, 2010 $108,150.00 January 1, 2012 $114,639.00 April 18, 2013 $119,796.00 b. Simon receives his established salary via twice monthly direct deposit into his personal checking account. 147. Since at least August 2008, Simon has been eligible to receive commissions as additional compensation in relation to his employment with Chester. a. Simon receives commissions from Chester on a quarterly basis when applicable. b. Simon receives commissions in the amount of one-quarter of one percent of all payments received by Chester from Simon’s clients during the applicable quarter. c. When due, Simon’s commission amounts are normally added to and deposited with Simon’s regular bi-monthly salary direct deposit amount. 1. An exception to this routine occurred regarding Simon’s receipt of check number 102513 dated October 23, 2012, from Chester for his commissions received for the third quarter of 2012. 148. Simon received quarterly commission payments from Chester totaling approximately $14,089.84 over the time period of August 2008 through April 2013 as a result of payments received by Chester from Simon’s clients, including the Authority. a. The accounts receivable cash receipt registers generated by Chester to calculate Simon’s quarterly commissions from August 29, 2008, through July 16, 2012, consistently documented the Authority as one of Simon’s clients and commissions due Simon from Authority payments received by Chester. b. The accounts receivable cash receipt registers generated by Chester to calculate Simon’s quarterly commissions from October 23, 2012, through April 15, 2013, no longer documented the Authority as one of Simon’s clients Simon, 12-026 Page 49 or any commissions due Simon from Authority payments received by Chester. 1. Simon is no longer receiving commissions from Chester for payment received by Chester from the Authority. aa. The determination to cease issuance of commissions to Simon attributable to payments received by Chester from the Authority was made jointly by Simon and Fletcher. bb. The ceasing of commissions to Simon attributable to Authority payments received by Chester occurred subsequent to the current Commission investigation of Simon’s actions. 1. Simon’s Notice of Investigation letter was dated August 22, 2012. 149. Of the $14,089.84 total commission received by Simon, approximately $1,064.90 was issued to Simon as a direct result of payments received by Chester from the Authority for services performed. a. Approximately 7.6% ($1,064.90 ÷ $14,089.84) of the total commission amount received by Simon over the time period of August 2008 through April 2013 was directly attributable to payments received by Chester from the Authority for services performed. 150. Simon received approximately $630,133.12 in salary, commission, and bonus payments from approximately August 31, 2007, through May 31, 2013, as a result of his employment with Chester. a. All wages received by Simon through his employment with Chester were deposited into Simon’s personal banking account at PNC Bank. 151. Simon realized a private pecuniary gain when he utilized the authority of his office as a Member of the Wilkinsburg Penn Joint Water Authority Board to influence Members of the Authority Board to appoint a business with which he is associated, Chester Engineering, as the Authority consulting engineer: a. Simon provided meals and/or other hospitality to Members of the Wilkinsburg Penn Joint Water Authority Board, contemporaneous with Simon using his public position to vote to remove NIRA Consulting Engineers as the Authority consulting engineer, and seeking to have Chester Engineers, his employer, appointed as the Authority consulting engineer; 1. Between February 2012 and May 2012, Simon was reimbursed by Chester for incurring expenses to purchase meals and drinks for Authority Board Members. 2. The purpose of Simon’s incurring expenses on behalf of Chester Engineers was to solicit support for Chester from Authority Board Members. b. Simon, contemporaneous with his efforts to remove NIRA Consulting Engineers as the Authority consulting engineer, proposed a tour of Chester Engineer’s headquarters office to select Members of the Wilkinsburg Penn Joint Water Authority Board, for the purpose of bolstering Chester Engineers’ appointment as the Authority consulting engineer; Simon, 12-026 Page 50 1. Simon arranged the tour on March 14, 2012, during the same time period when he was approaching Authority Board Members to seek support for Chester’s appointment. c. Simon participated in discussions \[sic\] of the Authority Board, including his motion for, and vote in favor of, scheduling and advertising for a reorganization meeting of the Wilkinsburg Penn Joint Water Authority Board, at a time when he had previously, and was then currently, endorsing the removal of NIRA Consulting Engineers and seeking the appointment of Chester Engineers as the Authority consulting engineer; 1. On April 28, 2012, Simon made the motion to reorganize the Authority on May 8, 2012, including appointment of an engineer. 2. Simon took Authority Board Members to lunch on May 2, 2012, to influence Members to replace NIRA with Chester. Simon was reimbursed for the lunch expense by Chester. 3. Six (6) days later on May 8, 2012, the Authority replaced NIRA as consulting engineer with Chester. d. Simon utilized the authority of his public office by voting against a partial reorganization and instead advancing a vote for complete reorganization of the Authority Board and service providers, all at a time when Simon had a reasonable expectation that Chester Engineers would be chosen as the Authority consulting engineer as a result of efforts undertaken by him to influence Members of the Authority Board. e. Simon, as Chairman of the Authority Board, intentionally sought a motion at the May 8, 2012, meeting to name Chester Engineers as the Authority’s consulting engineer. III.DISCUSSION: As a Member of the Wilkinsburg-Penn Joint Water Authority (“Authority”) Board of Directors (“Board”) from January 16, 2001, through the present, Respondent Dennis J. Simon, hereinafter also referred to as “Respondent,” “Respondent Simon,” and “Simon,” has been a public official subject to the provisions of the Public Official and Employee Ethics Act (“Ethics Act”), 65 Pa.C.S. § 1101 et seq. The allegations are that Simon violated Section1103(a) of the Ethics Act: (1) when he used the authority of his public position for the private pecuniary gain of himself and/or a business with which he is associated by lobbying and soliciting Authority Board Members to support the appointment of Chester Engineers, Inc. (also referred to herein as “Chester” and “Chester Engineers”), a business where he serves as a Vice-President, as the Authority engineer; (2) when he participated in discussions and actions of the Authority Board to replace the existing Authority engineer at a time when he had a reasonable expectation that Chester Engineers, a business with which he is associated, would be chosen as the Authority engineer; and (3) when he participated in discussions and actions of the Board, including but not limited to requesting a motion that Chester Engineers be appointed as the Authority engineer. Pursuant to Section 1103(a) of the Ethics Act, a public official/public employee is prohibited from engaging in conduct that constitutes a conflict of interest: § 1103. Restricted activities Simon, 12-026 Page 51 (a)Conflict of interest.— No public official or public employee shall engage in conduct that constitutes a conflict of interest. 65 Pa.C.S. § 1103(a). The term "conflict of interest" is defined in the Ethics Act as follows: § 1102. Definitions "Conflict" or "conflict of interest." Use by a public official or public employee of the authority of his office or employment or any confidential information received through his holding public office or employment for the private pecuniary benefit of himself, a member of his immediate family or a business with which he or a member of his immediate family is associated. The term does not include an action having a de minimis economic impact or which affects to the same degree a class consisting of the general public or a subclass consisting of an industry, occupation or other group which includes the public official or public employee, a member of his immediate family or a business with which he or a member of his immediate family is associated. 65 Pa.C.S. § 1102. Section 1103(a) of the Ethics Act prohibits a public official/public employee from using the authority of public office/employment or confidential information received by holding such a public position for the private pecuniary benefit of the public official/public employee himself, any member of his immediate family, or a business with which he or a member of his immediate family is associated. As noted above, the parties have submitted a Consent Agreement and Stipulation of Findings. The parties' Stipulated Findings are set forth above as the Findings of this Commission. We shall now summarize the relevant facts as contained therein. The Authority currently provides water service to twenty-three separate municipalities within the Commonwealth. The Authority Board consists of twelve Members. Simon has served as a Member of the Authority Board from January 16, 2001, through the present. Simon served as Vice-Chairman of the Authority Board from January 24, 2006, to May 8, 2012, and he has served as Chairman of the Authority Board since May 8, 2012. The Authority Board traditionally conducts a reorganization meeting immediately prior to its regularly scheduled January meeting. Actions taken include the selection of Authority Board officers and service providers of record, such as the Authority consulting engineer and solicitor. The duties and responsibilities of a consulting engineer for a municipal authority are associated with the overall operation and upkeep of the municipal authority. Although an Authority consulting engineer is appointed, the Authority has utilized additional engineering firms as needed for completion of various projects. Chester Engineers provides energy, water, and wastewater solutions to public and industrial clients in the United States and internationally. The Authority Board appointed Chester to serve as the Authority consulting engineer on January 27, 1987. Chester served as the Authority consulting engineer from approximately January 27, 1987, until March 27, 1990, when the Authority Board appointed NIRA Consulting Engineers (“NIRA”) Simon, 12-026 Page 52 to serve as the Authority consulting engineer. NIRA was reappointed as the Authority consulting engineer annually from January 1991 through January 2012. As a result of a backlog of work, the Authority used additional engineering firms and in-house personnel as well as its consulting engineer, NIRA, to complete required projects. Anthony Russo, Jr. (“Russo”), who was employed as the Authority Executive Director from approximately January 1992 until June 2012, had the discretion to use additional firms as needed for project completion. Between 1990 and 1995, Chester received payment from the Authority for the completion of projects. Chester performed no engineering services for the Authority from approximately July 1995 until approximately April 2004. Simon has been employed with Chester since approximately July 8, 2002. Simon has spent his entire tenure at Chester working within Chester’s Governmental Affairs Group, which is tasked with the responsibility of monitoring the quality of service provided to existing clients/projects and assisting in obtaining new clients/projects. The responsibility for client retention and new client acquisition is primarily met through the efforts of the individuals in two Vice-President of Governmental Affairs positions. Simon was initially employed as a Manager of Governmental Affairs with Chester, and he was promoted to the title of Vice-President of Governmental Affairs on or about May 12, 2008. Chester had no existing working/client relationship with the Authority at the time that Simon was appointed to the Authority Board in January 2001. In or about spring 2004, Simon initiated efforts to secure work from the Authority for Chester through Nick Bianchi (“Bianchi”), then Chairman of the Authority Board. As a result of a request that Bianchi made to Russo on behalf of Simon, Russo selected Chester to provide engineering services for the Authority for a project. In or about September 2004, Simon was directed by his supervisor at Chester to concentrate on client development. On multiple occasions between 2004 and 2012, Simon approached Bianchi, seeking to have the Authority utilize Chester for engineering projects. After being approached by Simon, Bianchi would advise Russo to assist Simon by utilizing Chester for upcoming engineering services/projects. Russo ultimately utilized Chester on a consistent basis to provide engineering services for Authority projects. Simon served as the main point of contact/liaison between the Authority and Chester from approximately April 2004 until early May 2012. From approximately mid-2004 to early 2012, Simon made overt efforts to have Chester appointed as the Authority consulting engineer in order to increase the amount of work Chester received. As early as 2006, Simon sought the support of Authority Board Members for the appointment of Chester as the Authority consulting engineer. In particular, Simon arranged a dinner meeting at a restaurant on January 19, 2006, at which seven Authority Board Members were present. During the dinner meeting, Simon presented and discussed the topic of appointing Chester as the Authority consulting engineer instead of reappointing NIRA. Simon also suggested to Authority Board Member Carl Lewis (“Lewis”) the idea of replacing NIRA with Chester on two separate occasions between late summer and late fall 2011, once while both individuals were attending a conference and once during a break taken between an Authority workshop meeting and an Authority regular meeting. Simon further expressed his desire for more Authority work for Chester in multiple conversations with Authority Board Member Edgar Thompson (“Thompson”) while both individuals were at various Authority conferences. At the annual Authority reorganization meeting on January 24, 2012, Simon participated in a unanimous Authority Board vote to appoint NIRA as the Authority consulting engineer for a twelfth consecutive year. Although Simon voted in favor of NIRA’s appointment, he initiated efforts to garner support for NIRA’s removal and Chester’s appointment as the Authority consulting engineer as early as February 20, 2012. Simon, 12-026 Page 53 Simon lobbied support for replacing NIRA with Chester through a series of arranged lunches, telephone calls, and meetings with various Authority Board Members. Simon arranged a lunch meeting at a restaurant with Authority Board Members Lewis and John Vento (“Vento”), which occurred on February 20, 2012. During the meeting, Simon expressed his desire to appoint Chester as the Authority consulting engineer and questioned if he had Lewis’s support. Lewis questioned Simon’s reasoning for NIRA’s removal as the Authority consulting engineer, and Simon responded that NIRA received considerably more work from the Authority than did Chester. When Lewis suggested a meeting with Russo in order to arrange a more equal split in work between NIRA and Chester, Simon responded that it was “all or nothing.” On February 23, 2012, Simon met with Lewis and Thompson at a restaurant. During the meeting, Simon expressed his desire for Chester to be appointed as the Authority consulting engineer. Thompson informed Simon that he was not in favor of NIRA’s removal as the Authority consulting engineer. Thompson proposed making Chester the consulting engineer but maintaining an equal division of work between NIRA and Chester. Simon presented the position that Chester would not be willing to share the consulting engineer duties. On or about February 25, 2012, Russo informed Bianchi of Russo’s intent to announce his retirement from his position as the Authority Executive Director at the February 28, 2012, Authority Board meeting. During a subsequent conversation with Simon, Bianchi expressed his interest in the Executive Director position. Simon explained that in order for Bianchi to take the Executive Director position, he had to resign from the Authority Board, which would create a need to reorganize at that point. On February 28, 2012, prior to the Authority Board meeting scheduled for that same evening, Simon telephoned Board Member Brenda Joyce-May (“Joyce-May”) and expressed his dissatisfaction with the way the Authority Board conducted business. Simon recommended reorganization of the Authority Board as well as the Authority consulting engineer and solicitor. Joyce-May expressed an interest to Simon in a potential reorganization. Prior to the meeting that evening, Simon telephoned Joyce-May again and informed her that the reorganization would not be proposed at the meeting due to the fact that Russo was to announce his retirement that evening. Simon further informed Joyce- May that reorganization would be addressed when Russo retired. At the meeting that evening, Russo formally announced his intention to retire upon his eligibility date of June 1, 2012, and the obtaining of his successor. Shortly after Russo announced his retirement, Simon contacted Lewis and informed him that Bianchi, who had previously expressed interest in the Authority Executive Director position, was to be placed into that position. Lewis objected to Bianchi’s automatic placement into the position of Executive Director, and a search committee was ultimately established. At or about that same time, various Members of the Authority Board expressed interest in moving the Authority from paper Mylar records to computerized records in a Geographic Information System (“GIS”). In or about March 2012, Simon continued his efforts seeking Chester’s appointment as the Authority consulting engineer by arranging a tour of Chester’s headquarters located in Moon Township, Pennsylvania, for select Members of the Authority Board. Simon, as a representative of Chester, specifically offered to arrange a tour of Chester’s facilities to present Chester’s capabilities, especially in relation to GIS capabilities. On March 14, 2012, a Chester representative conducted a tour of Chester’s headquarters for Authority Board Members Joyce-May, Vento, Bianchi, George Fuller (“Fuller”), and Clarence Hall (“Hall”). Simon drove Bianchi and Hall to Chester’s headquarters for the tour, and on the drive there, they discussed the removal of NIRA and appointment of Chester as the Authority consulting engineer as well as Bianchi’s Simon, 12-026 Page 54 interest in the Executive Director position. During the tour the Authority representatives were familiarized with Chester’s capabilities via introduction to and meeting with various members of Chester’s management staff, a specific presentation on Chester’s GIS system, and introduction to key Chester representatives involved in the GIS process. No Authority Board representatives made inquiry of any kind with NIRA to determine its GIS capabilities. After the Authority Executive Director position was advertised, Bianchi submitted a resume, and he was selected to interview before a selection committee along with two other candidates. Interviews were conducted on April 18, 2012, and the selection committee, which included Simon, ultimately selected Bianchi as the candidate for recommendation to the Authority Board. Following the interviews, Simon recommended meeting for a drink to Joyce-May and Fuller, who were also on the selection committee. That night, Simon, Joyce-May, and Fuller discussed various Authority issues, including the utilization of Chester and Authority reorganization. Simon provided information and spoke favorably about Chester to Joyce-May and Fuller during the discussions. At an Authority Board meeting on April 23, 2012, Simon participated in a Board vote which approved offering the Authority Executive Director position to Bianchi effective June 4, 2012. During the meeting, Bianchi read his letter of resignation from the Authority Board effective at the close of the meeting. Simon subsequently made a motion to schedule and advertise for a reorganization meeting to be held on May 8, 2012. Simon, who was then Vice-Chairman of the Authority Board, utilized Bianchi’s resignation as an opportunity to conduct a complete reorganization of the Board officers and appointed service providers. The Authority Board approved the motion by a unanimous vote. After the April 23, 2012, Authority Board meeting, Simon continued taking steps to promote Chester’s appointment as the Authority consulting engineer at the scheduled May 8, 2012, reorganization meeting. Simon arranged a lunch meeting with Authority Board Members Vento, Hall, Philip Scolieri (“Scolieri”), and Jean Calabria at a country club on May 2, 2012. During the meeting, Simon advocated removing NIRA and appointing Chester as the Authority consulting engineer. Simon also contacted multiple Authority Board Members/Authority representatives on behalf of Chester, and he was aware that he had obtained the support of a majority of the Board Members to appoint Chester as the Authority consulting engineer leading into the May 8, 2012, Authority reorganization meeting. The agenda for the May 8, 2012, Authority reorganization meeting included, among other items, the election of officers of the Authority Board and appointments regarding the Authority consulting engineer and the Authority solicitor. NIRA was specifically documented for consideration as the Authority consulting engineer. No additional professional service providers were documented on the agenda for potential consideration for appointment as the consulting engineer. At the reorganization meeting on May 8, 2012, at least two Board Members questioned the need for a complete reorganization as a consulting engineer and solicitor were already in place. Simon participated in a vote that defeated a motion to not conduct a full reorganization but only fill the vacant office on the Authority Board. Simon cast his vote in opposition of a partial reorganization with the knowledge that conduction of a partial reorganization would not allow for the opportunity to change the consulting engineer and with the knowledge that Chester was to be appointed as the Authority consulting engineer at the full reorganization as a result of Simon’s efforts to influence Authority Board Members. The Authority Board then moved forward with the nomination and selection of its officers, and Simon was elected as Chairman. Upon completion of the election of the Authority Board officers, Simon called for a motion for appointment of the Authority solicitor. The Authority Board subsequently voted Simon, 12-026 Page 55 to appoint Dice & Associates as the Authority solicitor. After the selection of the Authority solicitor, Simon called for the appointment of the Authority consulting engineer. When Lewis made a motion to retain NIRA as the Authority consulting engineer, Joyce-May requested that the motion be tabled for further consideration on the matter. The motion to table the matter was defeated by a vote of 5-7, with Simon voting in favor of tabling the matter. Lewis’ motion to retain NIRA as the consulting engineer initially failed by a 5-7 vote, with Simon voting in opposition of the motion. After Simon was questioned by at least one Board Member on his ability to vote on the motion due to his knowledge that Chester was to be presented for consideration to serve as the consulting engineer, Simon instructed the Authority Administrative Assistant to change his vote from one in opposition to the motion to an abstention. The motion to retain NIRA as the consulting engineer failed by a vote of 5-6, with Simon recorded as abstaining from the vote. After the motion to retain NIRA failed, Simon specifically requested that a motion be made for the appointment of Chester as the Authority consulting engineer. Simon presented no other engineering firm by name for consideration. A motion made by Scolieri to retain Chester as the Authority consulting engineer carried by a vote of 6-5-1, with Simon abstaining from the vote. The information that the Authority had received about Chester was limited to Simon’s lobbying efforts during discussions with Authority Board Members and the tour of Chester’s headquarters which Simon had orchestrated. On January 22, 2013, the Authority held its annual reorganization meeting. Simon was elected to serve as the Chairman of the Authority Board, and he subsequently called for the appointment of the Authority consulting engineer. A motion that Chester be retained as the Authority consulting engineer for a period of one year or until successors had been chosen and qualified was defeated by a 4-4-1 vote from which Simon abstained. Upon completion of the vote, Simon stated that per the Authority solicitor the consulting engineer remained the same, and his statement was confirmed by the Authority solicitor. The Authority solicitor subsequently reversed his opinion given at the reorganization meeting that Chester was to remain the consulting engineer, and he opined to the Authority Executive Director that the Authority should continue to deal with Chester until the Authority Board’s February 2013 meeting, when the matter should again be placed on the agenda for a vote. At the Authority Board’s regular meeting on February 26, 2013, Simon abstained from a vote which approved a motion that Chester be retained as the Authority consulting engineer until successors had been chosen and qualified. From May 9, 2012, through May 31, 2013, Chester, as the Authority consulting engineer, received seventeen checks from the Authority totaling $317,214.04. In his employment with Chester, Simon is eligible to receive commissions on a quarterly basis as compensation in addition to his salary. Simon receives commissions in the amount of one-quarter of one percent of all payments received by Chester from Simon’s clients during the applicable quarter. Through July 16, 2012, Simon received commissions based upon payments made to Chester by the Authority. The parties have stipulated that Simon realized a private pecuniary gain when he utilized the authority of his office as a Member of the Authority Board to influence Members of the Authority Board to appoint Chester as the Authority consulting engineer. Having highlighted the Stipulated Findings and issues before us, we shall now apply the Ethics Act to determine the proper disposition of this case. The parties' Consent Agreement sets forth a proposed resolution of the allegations as follows: 3. The Investigative Division will recommend the following in relation to the above allegations: Simon, 12-026 Page 56 a. That a violation of Section 1103(a) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1103(a), occurred when Simon participated in discussions and actions of the WPJWA Board to replace the then existing WPJWA engineer with Chester Engineers, a business with which Simon is associated and serves as a Vice-President, by utilizing the authority of his office to persuade WPJWA Board Members to support the appointment of Chester Engineers and when he subsequently requested a motion be made by the WPJWA Board to appoint Chester Engineers as the WPJWA engineer. 4. Simon agrees to make payment in the amount of $9,500.00 in settlement of this matter as follows: a. $7,500.00 payable to the Commonwealth of Pennsylvania and forwarded to the Pennsylvania State Ethics Commission within thirty (30) days of the issuance of the final adjudication in this matter. b. $2,000.00 in reimbursement, representing a portion of the expenses and costs incurred by the State Ethics Commission in the investigation and administrative prosecution of the instant matter, payable by certified check or money order made payable to the Pennsylvania State Ethics Commission. 5. Simon agrees to not accept any reimbursement, compensation or other payment from Wilkinsburg-Penn Joint Water Authority representing a full or partial reimbursement of the amount paid in settlement of this matter. 6. The Investigative Division will recommend that the State Ethics Commission take no further action in this matter; and make no specific recommendations to any law enforcement or other authority to take action in this matter. Such, however, does not prohibit the Commission from initiating appropriate enforcement actions in the event of Respondent's failure to comply with this agreement or the Commission's order or cooperating with any other authority who may so choose to review this matter further. Consent Agreement, at 2. In considering the Consent Agreement of the parties, we accept the recommendation of the parties for a finding that a violation of Section 1103(a) of the Ethics Act occurred when Simon participated in discussions and actions of the Authority Board to replace the then existing Authority engineer with Chester, a business with which Simon is associated and serves as a Vice-President, by utilizing the authority of his office to persuade Authority Board Members to support the appointment of Chester, and when he subsequently requested that a motion be made by the Authority Board to appoint Chester as the Authority engineer. Simon, 12-026 Page 57 The Authority Board appointed NIRA to serve as the Authority consulting engineer on March 27, 1990, and NIRA was reappointed as the consulting engineer annually from January 1991 through January 2012. Simon was appointed to the Authority Board in January 2001. Chester is a business with which Simon is associated as an employee and as an officer (Vice-President of Governmental Affairs). From approximately mid-2004 to early 2012, Simon made overt efforts to have Chester appointed as the Authority consulting engineer. Although some such efforts may have been undertaken in Simon’s private capacity, others clearly constituted uses of the authority of Simon’s public office. For example, Simon suggested replacing NIRA with Chester to Board Member Lewis on two separate occasions in 2011, once while both individuals were attending a conference and once during a break taken between an Authority workshop meeting and an Authority regular meeting. On February 28, 2012, prior to an Authority Board meeting scheduled for that same evening, Simon expressed to Board Member Joyce-May his dissatisfaction with the way the Authority Board conducted business and recommended reorganization of the Authority Board as well as the Authority consulting engineer. On the evening of April 18, 2012, Simon met with Board Members Joyce-May and Fuller after they had interviewed candidates for the position of Authority Executive Director, and they discussed various Authority issues, including the utilization of Chester and Authority reorganization. Simon spoke favorably about Chester during the discussions. When Authority Board Chairman Bianchi resigned at the April 23, 2012, Authority Board meeting after being offered the position of Authority Executive Director, Simon utilized Bianchi’s resignation as an opportunity to conduct a complete reorganization of the Authority Board officers and appointed service providers. Simon made a motion and participated in a unanimous vote by the Authority Board to schedule and advertise for a reorganization meeting to be held on May 8, 2012. Simon was aware that he had obtained the support of a majority of the Authority Board Members to appoint Chester as the Authority consulting engineer leading into the May 8, 2012, Authority reorganization meeting. Simon used the authority of his office at the reorganization meeting when he voted in opposition of a partial reorganization, which would not have allowed for the opportunity to change the consulting engineer. Simon further used the authority of his office when he specifically requested that a motion be made for the appointment of Chester as the consulting engineer after a motion to retain NIRA as the consulting engineer failed to pass. From May 9, 2012, through May 31, 2013, Chester, as the Authority consulting engineer, received seventeen checks from the Authority totaling $317,214.04. The parties have stipulated that Simon realized a private pecuniary gain when he utilized the authority of his office as a Member of the Authority Board to influence Members of the Authority Board to appoint Chester as the Authority consulting engineer. Based on the Stipulated Findings and the Consent Agreement, we hold that a violation of Section 1103(a) of the Ethics Act, 65 Pa.C.S. § 1103(a), occurred when Simon participated in discussions and actions of the Authority Board to replace the then existing Authority engineer with Chester, a business with which Simon is associated and serves as a Vice-President, by utilizing the authority of his office to persuade Authority Board Members to support the appointment of Chester, and when he subsequently requested that a motion be made by the Authority Board to appoint Chester as the Authority engineer. As part of the Consent Agreement, Simon has agreed to make payment in the amount of $9,500.00 in settlement of this matter payable as follows: (a) $7,500.00 payable to the Commonwealth of Pennsylvania and forwarded to this Commission within thirty (30) days of the issuance of the final adjudication in this matter; and (b) $2,000.00 in reimbursement representing a portion of the expenses and costs incurred by this Simon, 12-026 Page 58 Commission in the investigation and administrative prosecution of the instant matter, payable by certified check or money order made payable to the Pennsylvania State Ethics Commission. Simon has further agreed to not accept any reimbursement, compensation or other payment from the Authority representing a full or partial reimbursement of the amount paid in settlement of this matter. We determine that the Consent Agreement submitted by the parties sets forth a proper disposition for this case, based upon our review as reflected in the above analysis and the totality of the facts and circumstances. Accordingly, per the Consent Agreement of the parties, Simon is directed to make payment in the amount of $9,500.00 payable as follows: (a) $7,500.00 payable to the Commonwealth of Pennsylvania and forwarded to this Commission by no later than the th thirtieth (30) day after the mailing date of this adjudication and Order; and (b) $2,000.00 in reimbursement representing a portion of the expenses and costs incurred by this Commission in the investigation and administrative prosecution of the instant matter, payable by certified check or money order made payable to the Pennsylvania State Ethics Commission. Per the Consent Agreement of the parties, Simon is directed to not accept any reimbursement, compensation or other payment from the Authority representing a full or partial reimbursement of the amount paid in settlement of this matter. Compliance with the foregoing will result in the closing of this case with no further action by this Commission. Noncompliance will result in the institution of an order enforcement action. IV.CONCLUSIONS OF LAW: 1. As a Member of the Wilkinsburg-Penn Joint Water Authority (“Authority”) Board of Directors (“Board”) from January 16, 2001, through the present, Respondent Dennis J. Simon (“Simon”) has been a public official subject to the provisions of the Public Official and Employee Ethics Act (“Ethics Act”), 65 Pa.C.S. § 1101 et seq. 2. A violation of Section 1103(a) of the Ethics Act, 65 Pa.C.S. § 1103(a), occurred when Simon participated in discussions and actions of the Authority Board to replace the then existing Authority engineer with Chester Engineers, Inc. (“Chester Engineers”), a business with which Simon is associated and serves as a Vice- President, by utilizing the authority of his office to persuade Authority Board Members to support the appointment of Chester Engineers, and when he subsequently requested that a motion be made by the Authority Board to appoint Chester Engineers as the Authority engineer. In Re: Dennis J. Simon, : File Docket: 12-026 Respondent : Date Decided: 4/24/14 : Date Mailed: 5/6/14 ORDER NO. 1633 1. As a Member of the Wilkinsburg-Penn Joint Water Authority (“Authority”) Board of Directors (“Board”), Dennis J. Simon (“Simon”) violated Section 1103(a) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1103(a), when he participated in discussions and actions of the Authority Board to replace the then existing Authority engineer with Chester Engineers, Inc. (“Chester Engineers”), a business with which Simon is associated and serves as a Vice-President, by utilizing the authority of his office to persuade Authority Board Members to support the appointment of Chester Engineers, and when he subsequently requested that a motion be made by the Authority Board to appoint Chester Engineers as the Authority engineer. 2. Per the Consent Agreement of the parties, Simon is directed to make payment in the amount of $9,500.00 payable as follows: (a) $7,500.00 payable to the Commonwealth of Pennsylvania and forwarded to the Pennsylvania State Ethics th Commission by no later than the thirtieth (30) day after the mailing date of this Order; and (b) $2,000.00 in reimbursement representing a portion of the expenses and costs incurred by the Pennsylvania State Ethics Commission in the investigation and administrative prosecution of the instant matter, payable by certified check or money order made payable to the Pennsylvania State Ethics Commission. 3. Per the Consent Agreement of the parties, Simon is directed to not accept any reimbursement, compensation or other payment from the Authority representing a full or partial reimbursement of the amount paid in settlement of this matter. 4. Compliance with Paragraphs 2 and 3 of this Order will result in the closing of this case with no further action by this Commission. a. Non-compliance will result in the institution of an order enforcement action. BY THE COMMISSION, ___________________________ John J. Bolger, Chair