April 14, 2014Randy M. MastroDirect: +1 212.351.3825Fax: +1 212.351.5219RMastro@gibsondunn.comClient: 68586-00001Office of New Jersey Governor Christopher J. ChristieNew Jersey State Capitol125 West State StreetTrenton, NJ 08608TO THE OFFICE OF THE GOVERNOR:In connection with our investigation on behalf of the Office of the Governor of allegationsconcerning (i) the George Washington Bridge toll lane realignment at Fort Lee and (ii)Hoboken’s Sandy aid allocations, I now forward additional source material underlying thefindings in our Report, dated March 26, 2014. Specifically, I now forward 75 internalmemoranda summarizing the witness interviews we conducted as part of our investigation ofthe two issues we were tasked to investigate.Our mandate from the Governor’s Office was to facilitate cooperation with other ongoinginvestigations and to conduct a thorough investigation of these allegations. Consistent withthat mandate, and at your direction, we have produced these same 75 memoranda to the U.S.Attorney’s Office, are also producing them to the New Jersey Legislative Select Committeeon Investigation, and are making them available to the public at the following link as well:www.GDCReport.com.Respectfully,Randy M. MastroOffice of New Jersey GovernorChristopher J. ChristieApril 14, 2014Page 2List of Witnesses Interviewed1. Ashmore, Jeanne2. Bonnafons, Stacy3. Brody, Terrence4. Brown, Michele5. Cantor, Raymond6. Chebra, Eugene7. Christie, Christopher8. Coles, Linda9. Comella, Maria10. Constable, Richard11. Cradic, Amy12. Crifo, Nicole13. Cunningham, Timothy14. Daleo, Eric15. DiMaggio, Luciana16. Doherty, Matthew17. Drewniak, Michael18. DuHaime, Michael19. Egea, Regina20. Ferzan, MarcOffice of New Jersey GovernorChristopher J. ChristieApril 14, 2014Page 321. Forrest, June22. Gilroy, Jim23. Goetting, Lou24. Gornitz, Vivien25. Gramiccioni, Deborah26. Guadagno, Kimberly27. Gutkin, Steve28. Hasenbalg, Wayne29. Iannacone, Rosemary30. Klewin, Matt31. Kobylowski, Kenneth32. Larkin, Judy33. LaRossa, Ralph34. Macchia, Paul35. Marchetta, Anthony36. Martin, Robert37. Mason, Bradford38. Matey, Paul39. McDermott, Matthew40. McKenna, Charles41. Mekles, VincentOffice of New Jersey GovernorChristopher J. ChristieApril 14, 2014Page 442. Moore, Lauren43. Morris, David44. Mottley, Jeffrey45. Mowers, Matt46. Moyle, John47. Murray, Patrick48. Napolitano, Vinny49. Neff, Thomas50. O’Dowd, Kevin51. O’Dowd, Mary52. Orsen, Melissa53. Paul, Joyce54. Putnam, Michele55. Rebisz, Richard56. Reed, Colin57. Reiner, David58. Renna, Christina59. Ridley, Evan60. Rosenblatt, David61. Ruggles, Meredith62. Ryan, LisaOffice of New Jersey GovernorChristopher J. ChristieApril 14, 2014Page 563. Scangarella, Catherine64. Schwarz, Rebecca65. Sheridan, Peter66. Siekerka, Michele67. Simon, Peter68. Simpson, Jim69. Sundstrom, Kerstin70. Szymelewicz, Anthony71. Tintle, Kieran72. Velez, Jennifer73. Viavattine, Samuel74. Welcher, Arif75. Zimmer, DavidPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Ashmore Interview MemorandumOn January 30, 2014, Jeanne Ashmore was interviewed by Alexander H. Southwelland Sarah Vacchiano of Gibson Dunn. Ashmore was not represented by counsel during theinterview. All information contained herein was provided by Ashmore or as indicated. Theinformation in brackets was obtained from publicly-available sources, not from the interviewitself. Ashmore has not read or reviewed the memorandum and has not adopted or approvedits contents. Southwell began the interview by administering the standard Upjohn warningsper Gibson Dunn protocol, and requesting that Ashmore refrain from discussing theinvestigation and interview with others. Ashmore stated that she agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Ashmore has a Bachelor’s degree from the Catholic University of America.]Ashmore joined the Governor’s Office on the first day of the Christie Administrationin 2009 as Director of Constituent Relations in the Office of Constituent Relations (“OCR”).Prior to joining the Governor’s Office, Ashmore worked for Congressman Leonard Lance.Ashmore formerly served in the Governor’s Office of Constituent Relations underNew Jersey Governor Thomas Kean and also spent 15 years working in the New Jersey StateLegislature.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2A.Role & ResponsibilitiesAshmore serves as Director of Constituent Relations within the OCR. In this role,Ashmore oversees daily incoming email and telephone correspondence from constituents.1Ashmore manages a team of 19 full-time OCR staff in addition to interns.For the last year, Ashmore reported to the Director of Operations, RosemaryIannacone. Ashmore previously reported to Bill Stepien when Stepien was Deputy Chief ofStaff of the Office of Legislative and Intergovernmental Affairs (“IGA”). Ashmore startedreporting to Iannacone a few months before Stepien left to work for the Governor’s reelection campaign. Ashmore said that she was not informed why the reporting structurechanged prior to Stepien’s departure.Ashmore explained that given the variety of issues OCR is responsible foroverseeing, OCR staff routinely interacts with everyone in the Governor’s Office.As part of OCR’s routine reporting function, OCR also prepares a daily reading filefor the Governor. The daily reading file is not prepared if the Governor is not in the office.Ashmore said that OCR also compiles a list of the “top incoming issues,” brokendown by the number of written and phone inquiries received on an issue. Ashmore said thatthis list is circulated to the Governor’s Office, including Iannacone, who provides the list tothe Governor. Ashmore said that the George Washington Bridge lane realignment issue didnot make the “top incoming issues” list the week of September 9, and thus the Governorwould not have been made aware of the lane realignment from the “top incoming issues” list.B.Interactions with IGAAshmore stated that, in practice, OCR interacts with IGA on a limited basis, thoughthere are times when OCR reaches out to mayors on specific issues. However, Ashmoreadded that the normal practice is for OCR to request that IGA reach out to a mayor onparticular issues. Ashmore remarked that in contrast to IGA, OCR is considered the“reactive” part of the Governor’s Office.When both Ashmore and Kelly reported to Stepien, Ashmore worked alongsideformer IGA Deputy Chief of Staff Bridget Kelly on overlapping issues. Ashmore did nothave a social relationship with Kelly. Ashmore recalled having lunch with Kelly once when1Ashmore stated that the Office of Community Relations has received close to 700,000 constituent emails tothe Governor and upwards of 200,000 phone calls since Governor Christie took office in 2009. OCR tracksincoming emails and calls through the IQ system.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3Kelly first joined the Governor’s Office, but Ashmore did not spend time with Kelly outsideof work. Ashmore did not have a social relationship with Stepien.Prior to taking over Kelly’s role in IGA, Ashmore was aware that IGA consideredcertain towns to be “friendlier” than others, but she did not have any concrete knowledge ofwhether IGA targeted specific towns for endorsements. Ashmore was also aware that IGAstaff used documents through online, non-State, systems, such as Google Docs, including tolog easily RSVPs for constituents invited to town halls because there was not a parallelmechanism to log the RSVPs through the State system. Ashmore added that in practice,someone from OCR generally attended town hall events.When Ashmore assumed temporary oversight of IGA, Ashmore was informed thatpersonal email was used within IGA, but added that she did not have first-hand knowledge ofhow many or whom within IGA staff use their personal emails. Ashmore did not engage theIGA team in a discussion about why personal email was used, but her understanding was thatIGA staff used personal email to make contact with local entities and keep up with the needsof those communities. Moving forward, Ashmore instructed IGA staff to use state-providedemail addresses to communicate about official IGA business. Ashmore stated that she isusing her judgment to establish OCR protocols within IGA, which includes the use of stateemail addresses.Ashmore stated that when IGA Director Christina Renna resigned from IGA, Rennatold Ashmore that there was a box of Kelly’s personal effects in Renna’s office. Ashmorecommunicated this to Slocum. [Christina Renna resigned from IGA on Friday, January 31,2014.]1.Temporary Oversight of IGAUpon Kelly’s departure from IGA, Ashmore was asked by Director of the AuthoritiesUnit Regina Egea to temporarily oversee IGA the Friday before Governor Christie’s State ofthe State speech.2 [Governor Christie held the State of the State address on Tuesday, January14, 2014.] Ashmore clarified that her title is still Director of Constituent Relations, andthough Ashmore assumed the bulk of Kelly’s responsibilities, Maria Comella, theGovernor’s Deputy Chief of Staff for Communications and Planning, now supervises theadvance and briefing functions.2Ashmore added that she was asked to “steady the ship.”PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4C.Interactions with the Authorities UnitAshmore said she routinely interacts with the Authorities Unit to report letters or callsreceived by OCR. In addition, Ashmore said she interacts with the Port Authority throughthe Authorities Unit. For example, Ashmore said that if she receives an incoming inquiryabout an issue that would be relevant to the Port Authority, Ashmore will reach out to theAuthorities Unit to loop in the Port Authority, if necessary. Ashmore did not recall callingthe Port Authority directly about incoming issues.D.Interactions with the Port AuthorityAshmore interacted with David Wildstein a handful of times. Ashmore added thatthe last communication Ashmore had with Wildstein was about the George WashingtonBridge traffic issues (see below Section II (B)).Ashmore did not recall having any interaction with Bill Baroni in Ashmore’s role asDirector of Constituent Relations, but added that she knew Baroni when he was a New JerseyState Senator.E.Interactions with the Governor’s CampaignAshmore volunteered to make phone calls for the campaign from time to time, andtook a few days off during the last four to five days of the campaign to help with campaignevents.II.Chronology of the George Washington Bridge EventsA. August 2013Ashmore stated that she had no knowledge of the communications between Kelly andWildstein about traffic in Fort Lee in August 2013.B. September 9–13, 2013 – George Washington Bridge Lane RealignmentAshmore recalled first becoming aware of the George Washington Bridge trafficissues on the first or second day of the lane realignment, when OCR received a couple ofcalls and emails from constituents complaining about traffic problems. Because Ashmore isresponsible for making sure that issues raised by constituents are addressed by theGovernor’s Office, Ashmore updated the Authorities Unit about the incoming complaintsregarding traffic delay as a result of lanes being closed on the George Washington Bridge.Ashmore reached out to Nicole Crifo, a former Senior Counsel in the AuthoritiesUnit, about the complaints that had been coming in. Ashmore recounted that Crifo placed aPage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTcall to conference in Wildstein while Ashmore was still on the line, and Ashmore, Crifo andWildstein jointly discussed what was happening in Fort Lee.Ashmore did not remember the specific questions Crifo asked Wildstein about thetraffic problems, but recalled Wildstein saying something along the lines of, “this isn’t theGovernor’s problem.” Ashmore did not recall Wildstein mentioning a traffic study. Ashmorecommented that it was not the first time she heard someone say that a particular issue wasnot something that the Governor would be involved in.After the call with Crifo and Wildstein, Ashmore went downstairs to Kelly’s officeand told Kelly about the incoming angry calls from constituents about traffic problems inFort Lee. Ashmore recalled that Kelly did not express surprise and responded by saying“okay,” which Ashmore interpreted to be Kelly’s acknowledging receipt of the informationfrom Ashmore. Ashmore recalled that Kelly did not ask Ashmore any follow up questions.Ashmore explained that it was routine for OCR to loop other staff into incomingissues, and added that Ashmore’s motivation for telling Kelly about the incoming calls waspurely a function of Ashmore’s responsibility for raising awareness and addressing issuesraised by constituents. On the Fort Lee traffic issue, Ashmore recalled feeling that she didnot have a clear answer to give constituents after Crifo and Ashmore raised the issue withWildstein, so Ashmore contacted Kelly in an attempt to get more clarity in the issue.Ashmore recalled that the lanes were reopened a day or two after the call with Crifoand Wildstein, and the issue dropped off Ashmore’s radar. Ashmore added that trafficconcerns are somewhat regularly reported to the Governor’s Office and Ashmore did notrecall if she mentioned the Fort Lee inquiries to anyone else in the Governor’s Office, butadded that she probably spoke to Crifo about the issue again after the story resurfaced onJanuary 8, 2014.Ashmore did not remember having a subsequent conversation with Kelly orWildstein about the Fort Lee traffic issue.C. September 17, 2013 and October 1, 2013 Wall Street Journal ArticlesAshmore did not recall having knowledge of the Wall Street Journal articlespublished on September 17, 2013 and October 1, 2013. She speculated that the articles mayhave been in one of the papers she looked at but she did not recall specifically seeing thearticles when they were published, because she routinely views 50 to 60 news articles a day.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6D. November 25, 2013 – Baroni’s TestimonyAshmore recalled that Baroni testified before the Assembly TransportationCommittee but added that she only recalled Baroni’s testimony because she read it in thepapers. Ashmore did not recall discussing Baroni’s testimony with anyone.E. December 2, 2013 -- Press ConferenceAshmore remarked that she generally does not attend press conferences unless thepress conferences are geared toward constituent issues.Ashmore added that since the December 2, 2013 press conference, OCR has receivedadditional inquiries about Fort Lee.F. December 6 and December 13, 2013 – Wildstein’s and Baroni’s ResignationsAshmore stated that OCR may have received incoming inquiries or comments fromconstituents regarding Wildstein’s and Baroni’s resignations, but she did not specificallyrecall the inquiries.G. January 8, 2014Ashmore stated that OCR received calls about the Fort Lee traffic issue after TheBergen Record article came out on January 8, 201,4 and recalled there being normalconversations among staff about the incoming comments related to the story.III.Document Retention NoticesAshmore received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Bonnaffons Interview MemorandumOn January 31, 2014, Stacy Bonnaffons was interviewed by Reed Brodsky andRachel Brook of Gibson Dunn. Bonnaffons was not represented by counsel. All informationcontained herein was provided by Bonnaffons or as indicated. Bonnaffons has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per the Gibson Dunn protocol, andrequesting that Bonnaffons refrain from discussing the investigation and interview withothers. Bonnaffons stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1992, Bonnaffons graduated from Louisiana State University. She then moved toWashington, D.C. and worked on Capitol Hill with the Republican Senatorial Committee andRichard Baker. Bonnaffons then obtained a graduate degree from George WashingtonUniversity. After graduating, she did economic development work for an internationalresources group funded by the U.S. Agency for International Development. In 1997, theinternational resources group won a project that brought Bonnaffons to the Philippines,where she worked for five years. Bonnaffons then worked for four-and-a-half years inThailand. Her job shifted over time from a contractor position to U.S. governmentemployment where she ultimately gave out grants and funds. Bonnaffons worked onTsunami relief as her last project in Asia, negotiating aid packages.When Hurricane Katrina hit Louisiana, it hit Bonnaffons’s home town, destroying herhouse and her parents’ house. Bonnaffons quit her job in Asia within two weeks of Katrinaand returned home to assist with relief there. She began working on disaster recovery fromGibson, Dunn & CrutcherLLPPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe private sector, working for one of the companies rebuilding in the area. Bonnaffons wasthen appointed by Louisiana Governor Jindal as Assistant Secretary of the LouisianaDepartment of Labor (now the Louisiana Workforce Commission). After a year there, shedecided she wanted to work more on disaster recovery (after Hurricanes Gustav and Ikeoccurred) and moved to the Louisiana Recovery Authority. She became the Chief of Staffthere. Bonnaffons worked at the Recovery Authority for three years, working mostly onhousing issues, and then Hurricane Sandy hit.After Hurricane Sandy hit, Bonnaffons wrote letters to people in New Jersey andNew York offering her services on disaster relief. She spoke with Paul Macchia of the NewJersey Department of Community Affairs (“DCA”), and he took her up on her offer.Bonnaffons started as a temporary employee at the DCA, working with CommunityDevelopment Block Grant Disaster Relief (“CDBG-DR”) funds from the Department ofHousing and Urban Development (“HUD”). She was already familiar with how these fundswere administered, making her a good fit for this position. Bonnaffons then became anAssistant Commissioner of the DCA in June 2013.Bonnaffons is a registered Republican.II.Superstorm Sandy AidA.Sandy Aid ProgramsBonnaffons discussed the details of the CDBG funding procedures with HUD,including a discussion of the timing of funding and how the New Jersey state funding plansfor tranches were publicly posted for comments prior to submission to HUD. She alsodiscussed Rebuild by Design briefly.Bonnaffons said that at no time has Commissioner Constable connected thedistribution of Sandy aid to political parties, endorsements of the Governor, or privatedevelopment projects. She said that Commissioner Constable prioritized homeowners andbusinesses initially, and he has always believed that relief should be need-based, tied to theextent of the damage.Bonnaffons pointed out that Hoboken did not experience as much damage as manyother municipalities; many of the projects requested by Mayor Zimmer were flood mitigationprojects, a lower priority for HUD funding.Gibson, Dunn & CrutcherLLPPage 3B.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTNovember 25, 2013 – Mayors MeetingBonnaffons attended the November 25, 2013 outreach meeting to mayors hosted byMarc Ferzan and the Governor’s Office of Rebuilding and Recovery (“GORR”). She saidthat HUD had announced its next $1.4 billion tranche, and a requirement for the state toobtain these funds is outreach meetings and public hearings. GORR held some stakeholderoutreach meetings, and the DCA held others. During this round of GORR meetings, therewere three sessions, and Bonnaffons attended the session that Mayor Zimmer attended.Bonnaffons said that during this meeting, CDBG and FEMA funds were discussed.All of the different funding sources were presented and the mayors’ views were sought indeveloping a plan for the funds.After the meeting, Commissioner Constable of the DCA called Bonnaffons over tomeet Mayor Zimmer. Mayor Zimmer said that Hoboken was not receiving enough funds,particularly Housing Mitigation Grant Program (“HMGP”) funds. Bonnaffons explained thatthose funds are FEMA funds not handled by the DCA, but she acknowledged the Mayor’sconcerns. Mayor Zimmer went on to say that her residents are in a unique situation withtheir housing that prevents them from receiving Reconstruction, Rehabilitation, Elevationand Mitigation (“RREM”) program funds. Mayor Zimmer said she wanted to elevateutilities and flood proof in other ways. She asked how Hoboken could get those types ofprojects funded. Bonnaffons described to the Mayor her experience in Louisiana afterKatrina with the elevation of utilities to the roofs of hospitals. Bonnaffons told MayorZimmer that she could get her more information about running such programs. MayorZimmer said she would like to see examples and would need funding for the projects. MayorZimmer also asked about the technology to prevent elevators from running to bottom floorsin a building during floods. Commissioner Constable said that they would look at the nextset of RREM funds to see if funds could be used for such unique purposes. The conversationwith Mayor Zimmer lasted between five and ten minutes. Mayor Zimmer had a member ofher staff with her during the conversation. Bonnaffons recalled that Mayor Zimmer was niceduring this conversation. The Mayor wanted additional information but never followed upwith Bonnaffons.Within a few days after this interaction with Mayor Zimmer, CommissionerConstable went to Bonnaffons and asked her to follow-up on looking into funding options forthe projects discussed with the Mayor. They decided they would think about options, but shedid not follow up on these projects much after this conversation, and the Mayor neverfollowed up with them about these issues.Bonnaffons did not recall seeing Marc Ferzan talk with Mayor Zimmer on November25, 2013. She did not know who the Mayor was until she met her after the meeting though,Gibson, Dunn & CrutcherLLPPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTso she said she would not have taken note of a conversation between the two prior to her ownconversation with Mayor Zimmer.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Brody Interview MemorandumOn January 28, 2014, Terrence Brody was interviewed by Reed Brodsky, RachelBrook, and Christian Hudson of Gibson Dunn. Brody was not represented by counsel duringthe interview. All information contained herein was provided by Brody or as indicated.Brody has not read or reviewed the memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Brody refrain from discussing the investigationand interview with others. Brody stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2000, Brody graduated from the University of Scranton. In 2003, he graduatedfrom the University of Rutgers Law School (Newark). He clerked for a year in the ChanceryDivision of the New Jersey Courts. He spent seven years in private practice, first withGibbons P.C. in Newark, practicing commercial litigation and internal investigations, andthen, in 2008, with Greenberg Traurig in their New Jersey office, where he was an associate.In May 2010, Brody joined the New Jersey Office of the Attorney General as a SpecialAssistant to the Attorney General. He then worked his way up to Chief of Staff for theAttorney General. As Chief of Staff, he was part of a four-person team overseeing 8,600employees in ten divisions. His primary responsibility was civil litigation, and he was notinvolved in criminal investigations.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTBoth before and after Superstorm Sandy, Brody worked extensively both before andafter Sandy made landfall to advise the Governor’s office and other agencies on any issuesthat may arise due to the storm. Executive Director of the Governor’s Office of Recoveryand Rebuilding (“GORR”) Marc Ferzan then asked him to be the Deputy Executive Directorof GORR in November 2012. He had worked with Ferzan during their time together at theAttorney General’s office. In December of 2012, he officially joined GORR.II.Superstorm Sandy AidBrody said the Christie Administration has never tied Sandy aid to a municipalityofficial’s political party, or to particular development projects.Brody has attended certain of the Governor’s Office’s weekly Sandy-related meetingswith the Governor. He never heard Governor Christie suggest or imply that Sandy aidshould be tied to politics, or to particular development projects.Brody said that GORR was responsible for working with agencies in assessingimpacts and development programs to address those impacts. On bigger issues, GORR madeits recommendations to the Governor. The Governor agreed with the vast majority ofrecommendations at the program level. The Governor himself was not involved inadministering programs. At no point was there a discussion about the specifics of aid tomunicipalities.Brody said that GORR would hear about endorsements only from what the newsmedia reported, and that such things were not communicated to GORR in the office. Brodyadded that those issues were also not of any interest to the GORR team in what they weredoing. GORR treated Democratic and Republican municipalities and officials the same, andwas and is completely agnostic as to political affiliation.While Brody is a registered Republican, he said that when he and Ferzan made theirhiring decisions for GORR they never asked candidates for their political affiliation, andwere only interested in whether the candidate was a strong worker. He has subsequentlylearned that some team members have interned with Democratic administrations andsupported Democratic Congressmen, and that such a thing is not an issue at all.III.Superstorm Sandy Aid AllegationsA.Interactions with Hoboken Mayor Dawn ZimmerBrody interacted with Hoboken Mayor Dawn Zimmer shortly after Sandy. This wasbecause of Hoboken’s historical flooding issues.B.January 22, 2013 Letter from Mayor ZimmerWhen shown the January 22, 2013 letter from Mayor Zimmer to Governor Christie,Brody recalled that, following that letter, he had a meeting with the Mayor, her staff, Amy2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTCradic from the Governor’s Office, and Jim Weinstein of New Jersey Transit to discuss theflooding issues in Hoboken and what potential opportunities there were to collaborate andaddress them. Brody does not recall any representatives from the Rockefeller Group presentat this meeting, and he does not recall any discussion about Hoboken’s North End. Therewas discussion about what to do with the Longslip Canal, as New Jersey Transit intended tofill it in to prevent flooding and the Mayor wanted it to become a retention basin forfloodwaters.C.March 12, 2013 MeetingWhen shown email exchanges between him, Ferzan, and Weinstein about a March12, 2013 meeting to discuss Hoboken’s Flood Mitigation Plan, Brody said that, at the time,he was not familiar with the developers mentioned in the emails. He was aware thatdevelopers were interested in incorporating flood mitigation designs into their developmentplans. It appeared to him that Mayor Zimmer was adopting the Rockefeller Group’s plan asHoboken’s own plan. He recalled Mayor Zimmer showing the attendees a map, which hebelieved was the Rockefeller Group’s map. This map showed where flood gates would beplaced in Hoboken, including in the North End. Brody, however, did not recall theRockefeller Group itself coming up in this meeting, or being present for the meeting. Hesubsequently had a meeting with Rockefeller Group representatives but does not recall ifMayor Zimmer was also at that meeting.Based on his interactions with Mayor Zimmer, Brody perceived that the Mayorfixated on an engineering design and stuck with it. She has taken the same approach with therecent Rebuild by Design plan from OMA for Hoboken. Brody contrasted Mayor Zimmer’sapproach with GORR’s approach, which is more methodical and attempts to study the plansto see all factors that go into it. Brody emphasized the importance of studying proposalsbecause any one of them would cost tens of millions of dollars, and one would not spend thatmuch unless it was understood that a plan would be effective.D.March 21, 2013 Letter from Mayor ZimmerBrody was shown a letter from Mayor Zimmer to the Hudson County Office ofEmergency Management dated March 21, 2013, regarding the North Hudson SewerageAuthority and support for a letter of intent. He stated that, under Section 404 of the StaffordAct, letters of intent are required as a first step in the funding process. The North HudsonSewerage Authority letter of intent was not rejected; rather, the request did not satisfySection 404’s requirements as an initial matter.E.Mayor Zimmer’s April 23, 2013 LetterBrody said that the April 23, 2013 letter from Mayor Zimmer to the Governor was anexample of Mayor Zimmer representing to GORR that she had some type of proposal thathad been completed. Mayor Zimmer’s concepts changed over time, and GORR wanted to beable to review them to determine feasibility. GORR has supported her throughout her3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTvarious proposals, and also worked to connect Hoboken with FEMA and HUD to seewhether Mayor Zimmer’s flood pump and flood wall proposals, referenced in the April 23,2013 letter, could be paid for with Section 406 funding.Brody believes that GORR first looked into 406 funding after seeing that the PassaicValley Sewage Commission had success in making an aggressive claim for funding to put upflood walls. GORR wanted to see if a similar claim could work for Hoboken, and presentedthe idea to Hoboken.F.Mayor Zimmer’s May 8, 2013 LetterBrody was not sure what Mayor Zimmer alluded to in her May 8, 2013 letter withregards to flood pumps not meeting federal criteria, as there was no specific source of moneyfor community projects on a scale of Hoboken’s request. Her request for $22 million was alarge one, and therefore, GORR tried to focus her attention on seeking Section 406 funding.Mayor Zimmer knew that funding would be difficult to get from the federalgovernment. Brody was present at a meeting in which it was explained to Mayor Zimmerthat GORR wanted FEMA’s New Jersey Federal Coordinating Officer Gracia Szczech towork directly with FEMA to find money to help the Mayor fund her project.Brody did not recall anyone informing Mayor Zimmer that there was no hazardmitigation funding, as mentioned in her May 8, 2013 letter, and that such a statement wouldnot have been accurate because GORR had not identified all of the possible hazardmitigation programs at that time. Nor has GORR identified all of their CDBG initiatives yet.Brody did not believe that anyone in GORR ever told Mayor Zimmer that there would not beany hazard mitigation funding left for Hoboken. Brody noted that a May 9, 2013 email wassent on the same day that Hoboken officials (including Mayor Zimmer) were meeting withGORR and FEMA officials to discuss 406 funding.G.May 15, 2013 Meeting with Mayor Zimmer and FEMAOn May 15, 2013, Brody met with, among others, Mayor Zimmer, Gracia Szczech,and Jack Malone (a FEMA mitigation specialist) at the New Jersey State House. FEMA andGORR went into the meeting with the purpose of trying to find ways to help Hoboken withthe city’s mitigation plans and secure 406 funding. Brody explained that the FEMA andGORR officials at this meeting were excited because they were in uncharted waters to reallyexpand 406 mitigation funding. They presented their 406 funding plans to Mayor Zimmer,with an action plan for Malone to visit Hoboken and work with the Mayor’s staff to craft aworkable mitigation design that would meet all of the 406 requirements. FEMA beganworking with Hoboken, but in or about May or June 2013, Hoboken became unresponsive toFEMA’s requests. Brody referenced an email from Siekerka after Hoboken becameunresponsive; Siekerka stated that Hoboken decided not to proceed with the 406 route. Thiswas confirmed by a September 2013 agenda from the DEP environmental infrastructureworking group confirming that Hoboken was not going to try to secure 406 funding.4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTIV.Other Assistance to HobokenA.CDBG FundingBrody recalled that the unveiling of the CDBG action plan was a big event, and that HUDSecretary Donovan was present with Governor Christie to announce the plan. CommissionerConstable is not involved in distributing Sandy-related aid other than CDBG funds. TheCommissioner attends weekly meetings, but the only other issue he worked on related toSandy recovery was temporary housing assistance. Brody stated that the Commissionerwould not have been involved in FEMA’s Public Assistance fund distribution.B.Hoboken MicroGridIn June 2013, the United States Department of Energy provided funds for the SandiaNational Labs to study the viability of a micro-grid energy distribution system in Hoboken.GORR organized the addition of the Board of Public Utilities (“BPU”) to the Memorandumof Understanding which memorialized the agreement. The BPU joined to show that the stategovernment would be involved in the process and help with regulatory issues. GORR is notdirectly involved in the process.Brody also stated that, while the United States Army Corps of Engineers had nottraditionally looked at inland urban areas, GORR had worked to focus their attention onHoboken and Hudson County. In fact, Hoboken was always first off their tongues indiscussions with the Army Corps because of the city’s historical flooding problem.C.May 12, 2013 11:50 AM EmailBrody stated that Commissioner Simpson was the chair of the transportation workinggroup, with which GORR had biweekly meetings. He received this email discussing anoutside group looking to help with hazard mitigation in Hoboken which did not require anyfederal or state funding. GORR does not solicit any development ideas, although they areapproached by many groups offering ideas.D.July 25, 2013 10:31 AM EmailBrody stated that a July 25, 2013 email referenced IGA’s interest in discussing andreviewing Sandy emergency responses to affected towns. IGA coordinated these meetings,and brought in experts from the U.S. Department of Homeland Security and FEMA, as wellas procurement specialists.V.Rebuild By DesignA.BackgroundGORR was initially skeptical when the Rebuild by Design (“RBD”) competition wasannounced. There was skepticism because the competition did not have concrete guidelines;5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTrather HUD (which runs the competition) wanted teams to devise ivory-tower-like ideas. Itis not clear whether GORR has any real input on the competition’s decisions. There is a juryand an advisory commission, but only one individual on either body has any New Jersey ties.In contrast, there are multiple New York people on these bodies. HUD wanted GORR toprovide their perspective on the proposals, but GORR was very hesitant to pick any onedesign over another because there had been no real science behind the proposals at that time.GORR has expressed concern to HUD officials that the department was potentiallyearmarking a large portion of third-tranche CDBG money for this competition instead ofallowing it to go to communities. There is $4 billion in CDBG funds remaining from theCongressional appropriations bill, a good portion of which GORR had anticipated would beprovided for New Jersey to allocate. But Secretary Donovan has implied that a significantamount of the $4 billion would be directed to Rebuild by Design instead.Because of the potential for a large amount of CDBG funding to be directed to thecompetition instead of the states, GORR brought the issue to Governor Christie’s attention.There was a meeting at Drumthwacket in the fall of 2013 with the Governor in which theGovernor told Ferzan that he could not make a decision on the issue based on the informationhe had been given.Reservations notwithstanding, in June 2013, Brody attended the kickoff meeting inNew York City for the competition.B.Mayor Zimmer Confronts BrodyOn October 28, 2013, Brody attended an RBD conference at NYU in Manhattan,which unveiled the projects that had been devised by the competition teams, including a planfocusing on Hoboken specifically. During the morning of the conference, Mayor Zimmerapproached Brody on the street outside of the meeting. Steve Marks was with her; BradMason was with Brody. Mayor Zimmer told Brody that she really wanted the Governor toendorse the Hoboken plan. GORR had only seen a one-paragraph synopsis of this plan,which did not contain enough detail for GORR to understand the viability of the concept.Brody responded that it seemed that the teams were coming up with interesting concepts andGORR wanted to understand all of their implications before they got behind any one, butthey would definitely work with Mayor Zimmer moving forward. Brody then explained thatthere were limited financial resources at the state’s disposal but that GORR was committedto working with the Mayor on Hoboken’s flooding issues. Upon hearing Brody’s response,Mayor Zimmer got very upset. The Mayor was emotional and raised her voice, to the pointthat she was yelling at him. Brody did not recall the exact details of how she responded, butthat her remarks generally were that she felt she was not getting enough money for Sandyrecovery. Brody then attempted to explain to the Mayor that there were limited funds thatcould be distributed, that GORR was happy to work with her to protect Hoboken, and that anexample of this work was the university study commissioned by GORR to look into theflooding causes, but that he could not get a word in to tell her this information. Before Brodycould fully respond, Mayor Zimmer walked away, ending the conversation.6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAfterwards, Brody and Mason, joined by Eric Daleo and Dave Morris, attended theconference’s luncheon session. They were present because HUD wants New Jersey officialsto support the process. These appearances were good, and the design opportunities touchingon New Jersey may also cover priority areas that GORR was focused on. GORR has toldHUD that they will participate but that they will not support the projects until there is moreinformation.C.Public-Private PartnershipsMayor Zimmer’s letter seeking state government support for Hoboken’s RBDproposal came at a time when the competition was looking to pare down the design teams toten finalists. GORR was and is working to support the process by helping the design teams.The Hoboken design team brought up the need for private development partnerships toGORR. GORR never thought that incorporating private sector participants was a bad thing,and that in higher-level documents on past disasters like Hurricane Katrina there was a focuson the importance of bringing in such private sector actors. Referencing the January 10,2014 email conversation with the Rockefeller Group, Brody noted that Morris had worked toprovide contact information from LCOR and the Rockefeller Group to Hoboken’s designteam.Brody believes he may have sent a letter in response to Mayor Zimmer’s October 28,2013 letter, but he did not recall what details may have been included.In the spring of 2013, GORR had been working with NJ Transit on its LCORdevelopment project in the southeast part of Hoboken. LCOR had told GORR that they werewilling to build up new base flood elevations to protect an area of Hoboken that had beenparticularly susceptible to flood surge during Sandy. Brody said that it is a best practice toleverage private monies where possible, because there are not enough federal funds for everyrequest. Brody mentioned that HUD Secretary Shaun Donovan and HUD are verysupportive of public-private partnerships.7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Brown Interview MemorandumOn January 30, 2014, Michele Brown was interviewed by Alexander H. Southwell,Debra Wong Yang and Sarah Vacchiano of Gibson Dunn. Brown was not represented bycounsel during the interview. All information contained herein was provided by Brown or asindicated. The information in brackets was obtained from publicly-available sources, notfrom the interview itself. Brown has not read or reviewed the memorandum and has notadopted or approved its contents. Southwell began the interview by administering thestandard Upjohn warnings per Gibson Dunn protocol, and requesting that Brown refrainfrom discussing the investigation and interview with others. Brown stated that she agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Brown received a B.A., magna cum laude, from Drew University and a law degree,magna cum laude, from Georgetown University Law Center. Prior to serving in her currentrole as Chief Executive Officer of the New Jersey Economic Development Authority(“EDA”), Brown served as Appointments Counsel for Governor Christie. Brown also servedas a federal prosecutor and Acting First Assistant United States Attorney for the District ofNew Jersey. Brown was appointed CEO of the Economic Development Authority in October2012.]A.Role and ResponsibilitiesBrown left the Governor’s Office in October 2012 to join EDA right beforeSuperstorm Sandy hit on October 29, 2012. Brown remarked that her role at EDA changeddramatically after Superstorm Sandy. Prior to Sandy, Brown oversaw a staff of about 140PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2people. Post-Sandy, Brown said that she oversees an additional 50 staff members workingon Sandy recovery programs.Brown stated that EDA is the State agency responsible for assisting the state ingrowing the economy and new jobs by managing incentive programs that entice newbusinesses into the state and helping to retain businesses that are at risk of leaving NewJersey. In addition, EDA is involved in bonding activity for charter schools, municipalitiesand manufacturers, makes small loans to businesses and other concerns, and manages anumber of tax programs that incentivize technology and other small businesses. Brownstated that EDA is mainly known for managing the State’s big incentive programs.Brown explained that EDA has a series of grants and loans for small businesses andis responsible for dispensing Sandy aid grants to businesses through the Stronger New JerseyBusiness Grant and Loan Programs, and to a smaller degree, to municipalities through theStronger New Jersey Neighborhood and Community Revitalization Program.Brown said that most of the EDA programs Brown manages are CommunityDevelopment Block Grant (“CDBG”) programs, which allocate funds from the U.S.Department of Housing and Urban Development (“HUD”). Brown explained that gettingthis type of aid can be laborious; for example, the rules and regulations around CDBG aidwere not designed with small businesses in mind, so the process of helping small businessesfill out forms and provide the supporting documentation required by the federal governmentis particularly difficult, given that small businesses do not usually employ chief financialofficers or have the best record keeping practices.Brown said that politics were never a factor in the Sandy aid meetings Brownattended. As Brown described it, New Jersey applicants that have applied for these grantsand loans are considered on a first come, first served basis by date and completeness ofapplication. Brown underscored that there are no extraneous considerations beyond the dateand completeness of the applications.II.Superstorm Sandy Aid AllegationsA.Interactions with Hoboken Mayor Dawn ZimmerBrown said that she has met Hoboken Mayor Dawn Zimmer on a number ofoccasions. Prior to running EDA, Brown served as the Governor’s Appointments Counsel,and she met Mayor Zimmer in that capacity.Brown said that she has discussed economic development with Mayor Zimmer, butshe did not recall specifically when these discussions occurred. Brown recalled tellingMayor Zimmer she wanted to discuss the new Economic Opportunity Act with MayorZimmer, including what the Act meant for Hoboken, and what economic activity MayorZimmer was interested in for Hoboken. Mayor Zimmer said she was interested in having thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3discussion, so Brown told Mayor Zimmer that Brown’s secretary would set up the meeting.The meeting was originally scheduled for December 2013 with Marc Ferzan and Brown bothattending the meeting with Mayor Zimmer in order to discuss the Economic Opportunity Actand the Rockefeller Development project. Brown said that the meeting was subsequentlyrescheduled for some time in January, and then Mayor Zimmer’s Office called to reschedulethe meeting again due to a conflict in Mayor Zimmer’s schedule. Brown said the meetingwith Mayor Zimmer and Ferzan is currently scheduled for February 2014.Brown stated that she has not had any conversations with Mayor Zimmer or anyonein Mayor Zimmer’s office regarding Sandy aid.B.Rockefeller Group Development ProjectBrown said that she is aware of the Rockefeller Group development project inHoboken. Brown attended a meeting about the Rockefeller Group development projectwhere the project was described as an existing project that was not in need of any incentiveassistance from EDA, so Brown’s only interest in the project was following up on what washappening generally with the Rockefeller Group development project as potentially part of alarge economic development project. In her role as head of EDA, it is common for Brown toattend a meeting about a large scale development project, as she insists on being briefed onevery major redevelopment project in the state.Brown “heard through the grapevine” that the Rockefeller Group developmentproject was a matter that had been pending for some time. Brown commented that she couldnot form an opinion on Mayor Zimmer’s bona fide beliefs as to whether the RockefellerDevelopment program was linked to Sandy aid. Brown had no further knowledge of theRockefeller Group development or Ferzan’s involvement.Brown did not recall attending a November 25, 2013 meeting with various north NewJersey mayors. Brown did not recall attending any meetings in Hoboken or the Governor’sOffice with Mayor Zimmer.III.The Governor’s Sandy Working GroupBrown said that she is a regular attendee at the Governor’s Sandy Working Groupweekly meetings. Brown did not recall any discussion during these meetings of politicalmotivations for Sandy aid projects. Brown stated that politics never entered the discussionfor how Sandy aid would be allocated.IV.Fort Lee Lane RealignmentBrown had no knowledge of the Fort Lee lane realignment issue beyond mediareports.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Cantor Interview MemorandumOn January 31, 2014, Raymond Cantor was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Cantor was not represented by counsel during the interview. Allinformation contained herein was provided by Cantor or as indicated. Cantor has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per the Gibson Dunn protocol, andrequesting that Cantor refrain from discussing the investigation and interview with others perGibson Dunn protocol. Cantor stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1984, Cantor graduated from New York Law School. After law school, he workedfor the New Jersey legislature. He then held various governmental affairs positions over theyears. In January 2010, he began working for Commissioner Bob Martin and is now theChief Advisor of the New Jersey Department of Environmental Protection (“DEP”). In hisrole as Chief Advisor, Cantor advises Commissioner Martin on policy, management, andlegal issues, and he has direct responsibility for the Office of Legal Affairs within DEP.Cantor has several policy advisors that work for him.II.Superstorm Sandy Aid and Interactions with Mayor Dawn ZimmerCantor participated in one meeting with Mayor Zimmer that occurred on or aboutApril 26, 2013. The meeting took place in a conference room in the DEP’s office. Inattendance at the meeting were Mayor Zimmer and a staff member from her office, Cantor,Gibson, Dunn & CrutcherLLPPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTEric Daleo from the Governor’s Office of Rebuilding and Recovery (“GORR”), MarilynLennon from the DEP Land Use Management, and others. Mayor Jerrimiah Healy, themayor of Jersey City, was planning to attend the meeting as well but ultimately did not.The conversation during this meeting centered around regulations that would allowfor development in cities, including Hoboken. FEMA was in the process of re-mapping theNew Jersey Coast for High Velocity Zones, or “V Zones” (zones that receive a large amountof wave action and, thus, more damage). Less development is permitted in High VelocityZones, and several areas of Hoboken had been designated as High Velocity Zones for thefirst time. The meeting was scheduled to discuss ways to allow for more development.Jersey City also wanted to be involved in the meeting given the designation of certain zonesas V Zones in the most recently released maps. Mayor Zimmer specifically brought up theissue of how to protect buildings in V Zones from flooding, since elevation is not permittedin V Zones. She brought up making adjustments to elevators and other structures currently atthe ground level. During the meeting, the participants discussed what was feasible given theexisting regulations, and Cantor said Mayor Zimmer was told that some of her proposalswere not allowed under the current rules.After this meeting, Cantor asked his staff to try to find regulations that would allowHoboken to protect its buildings, but the National Flood Insurance Program (“NFIP”), whichis FEMA’s flood insurance program, did not allow for certain types of building. Cantor’sstaff could not figure out a solution for Mayor Zimmer’s request from this meeting at thetime.The April 26, 2013 meeting lasted approximately one hour. Development projectswere only discussed in two contexts: (1) in the context of the need for regulatory changes toallow for development in Hoboken; and (2) in the context of the piers on which developmentwas currently not permitted. Mayor Zimmer said that Hoboken did not want development onpiers, but the DEP participants responded that Jersey City wanted such development.The Rockefeller Group was not discussed during this meeting, and Cantor said he didnot recall hearing about the Rockefeller Group until Mayor Zimmer’s MSNBC interview.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Chebra Interview MemorandumOn February 19, 2014, Eugene Chebra was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Chebra was not represented by counsel during the interview. Allinformation contained herein was provided by Chebra or as indicated. Chebra has not reador reviewed the memorandum and has not adopted or approved its contents. Brodsky beganthe interview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Chebra refrain from discussing the investigation and interview with others.Chebra stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1976, Chebra received his B.S. in Civil Engineering from the Newark College ofEngineering, now the New Jersey Institute of Technology. In 1977, Chebra joined the NewJersey Department of Environmental Protection (“DEP”) in the Division of WaterManagement. Chebra left DEP in 1979 to travel and do social work. He rejoined DEP in1981 in the Division of Water Quality, Municipal Finance & Construction Element, as atrainee. Chebra currently serves as Assistant Director for the Division of Water Quality.Chebra supervises approximately 63 staff members in his current position. Chebra statedthat his primary responsibility is to administer EPA funds to local municipalities for waterand waste treatment facilities. Chebra stated that he had no contact with Mayor Zimmerprior to the May 9, 2013 meeting. Chebra explained that in his position at DEP, he typicallydoes not communicate directly with mayors.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy Aid AllegationsA.May 9, 2013 Meeting with Hoboken and the Rockefeller GroupChebra attended the May 9, 2013 meeting with Mayor Zimmer, Stephen Marks(Hoboken’s Business Administrator), the Rockefeller Group, Fred Worstell (DresdnerRobin), Lori Grifa (Wolff & Samson), and other members of the DEP. Chebra was invitedto the May 9, 2013 meeting by Michele Putnam, Director of the Division of Water Quality.Chebra said that he attended the meeting to explain interim and emergency loan programsthat Hoboken could apply for to help fund its flood mitigation plan ahead of FederalEmergency Management Agency (“FEMA”) and other state financing. Since 1985, the DEPhas disbursed over $6 billion in loans, and takes in approximately $100 million per year inrepayments. When Superstorm Sandy hit, the DEP and the Environmental InfrastructureTrust (“EIT”) recognized that there would be billions of dollars in damages, so the DEPworked with the EIT to create the Statewide Assistance Infrastructure Loan (“SAIL”)Program, a loan program administered by the DEP and the EIT, which provides financing tomunicipalities and utility authorities waiting for federal funds for storm and waste waterprojects. Chebra recalled that the information the DEP provided to Hoboken at the meetingwas the same information that the DEP provided to every municipality and utility authoritythe DEP met with after Superstorm Sandy.Chebra recalled that the purpose of the May 9, 2013 meeting was to discussHoboken’s flood mitigation plan, not the Rockefeller Group’s North End developmentproject. Chebra recalled that the DEP didn’t know the substance of Hoboken’s floodmitigation plan before the meeting, but received a scrub of the plan so that the DEP couldprovide helpful information at the meeting regarding funding sources, permits, and otherrelevant programs. Chebra did not recall having knowledge of the Rockefeller Group priorto the May 9, 2013 meeting.During the May 9, 2013 meeting, Chebra recalled that the Hoboken team laid out amap, explained where flooding occurs in Hoboken, and showed the DEP where they hopedto build flood walls and pump stations. Chebra did not recall if Mayor Zimmer or Marks ledthe meeting, but recalled that Mayor Zimmer spoke about Hoboken’s problems withflooding. Chebra recalled that the Hoboken team mentioned that the North HudsonSewerage Authority (“NHSA”) would oversee the bidding process and construction of theirproject.Chebra recalled thinking during the meeting that the public-private partnershipbetween Hoboken and the Rockefeller Group was a very positive partnership. While theDEP could help front funding for Hoboken’s flood mitigation plan, the DEP’s funding wouldbe in the form of a loan, not a grant, so Chebra noted to himself that it would have been morebeneficial for Hoboken to work with private entities like the Rockefeller Group that couldhelp pay for Hoboken’s flood mitigation plan. Chebra did not recall ever getting thePage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTimpression that Mayor Zimmer did not want to partner with the Rockefeller Group or thatMayor Zimmer did not want the Rockefeller Group at the meeting. Chebra recalled MayorZimmer being appreciative of the Rockefeller Group’s involvement in the flood mitigationplan. Chebra said he thought DEP was meeting with a team that had a problem and wasworking together to find a solution.Chebra recalled that the DEP discussed alternative funding sources available forHoboken’s flood mitigation plan. Specifically, Chebra recalled that he conveyed thatHoboken could apply for the interim and emergency loans provided by the DEP and the EIT.In addition, Chebra recalled that Hoboken was interested in land acquisition, something theDEP could fund if Hoboken acquired land that they intended to preserve. Chebra recalledthat Linda Coles discussed land acquisition with Hoboken.Chebra did not recall ever hearing that Sandy aid was tied to endorsements, politicalaffiliation, or the Rockefeller Group’s development project in Hoboken. Chebra stated thatthe representations the DEP made to Mayor Zimmer and Hoboken during the meeting werethe same representations the DEP provided to every municipality and authority they metwith: the DEP would assist in any way they could and would help municipalities andauthorities navigate the FEMA funding process.B.Post-May 9, 2013 MeetingAfter the May 9, 2013 meeting, the DEP continued to help Hoboken navigate fundingstreams for its flood mitigation plan. During the interview, Brodsky showed Chebra emailsthat Chebra was copied on between Michele Siekerka, Assistant Commissioner at the DEP,Mayor Zimmer, and David Zimmer, Executive Director of the EIT, among others, discussing406 Hazard Mitigation funding administered by FEMA. Chebra said he was copied on theemails for informational purposes. Chebra again explained that the DEP could provide loansfor water infrastructure projects, but explained that it would have been better for Hoboken ifthey could get reimbursed through 406 Hazard Mitigation funds because 406 FEMA fundingis 90% grant money whereas the DEP and EIT interim loan program is only 19% grantmoney and the rest must be paid back with 1% interest. Chebra said that the DEP made surethat Hoboken would not be disqualified from FEMA funding if it submitted a Letter of Intentfor the DEP and the EIT loans.Chebra also explained that Hoboken submitted a Letter of Intent to receive a loan fora wet weather pump station on or about October 7, 2013. During the interview, Chebraprovided a planning document created by Hatch Mott MacDonald, a consulting engineeringfirm, for a wet weather pump station to be owned by Hoboken City and operated by theNHSA. Chebra said that Hoboken was one of seventeen projects that the DEP categorized asin dire need. Chebra explained that if and when the “dire need” projects hit the DEP’s radarscreens, the DEP would prioritize helping those projects move forward.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTHoboken’s application for the loan is due on or about March 3, 2014. Chebraexplained that Hoboken’s pump station project will require “Level 2” review because, amongother things, the impact the pump will have on the public. Level 2 review requires a publichearing with a 30-day comment period. Chebra explained that every project is rankedaccording to scientific, objective criteria. Chebra explained that Linda Coles is the projectmanager for this program and that Coles reviewed Hoboken’s Letter of Intent and providedHoboken comments.Chebra stated that in his position at the DEP, he does not communicate with MayorZimmer or Hoboken officials. Typically, an engineer within the DEP would reach out toChebra if there were an issue with a municipality, but Chebra stated that there were no issuesbrought to his attention regarding Hoboken. Chebra stated that he was surprised by MayorZimmer’s allegations. Chebra recalled she was a concerned mayor during the May 9, 2013meeting, but said that her behavior was not unusual for a mayor trying to rebuild afterSuperstorm Sandy. Chebra stated that the DEP tries to assist the best it can.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Coles Interview MemorandumOn February 19, 2014, Linda Coles was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Coles was not represented by counsel during the interview. Allinformation contained herein was provided by Coles or as indicated. Coles has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Coles refrain from discussing the investigation and interview with others.Coles stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1981, Coles graduated from Cook College with a degree in biology. In 2006,Coles earned her Master’s Degree in Environmental Science from the New Jersey Institute ofTechnology. In 1988, Coles joined DEP as an Environmental Specialist in the Division ofWater Quality. Before joining the DEP, Coles worked for the U.S. Geological Survey andheld other geology and engineering positions. Coles’s current position is SupervisingEnvironmental Specialist. Coles also held this position in 2013. In her current position,Coles supervises one employee.II.Superstorm Sandy AidA.May 9, 2013 MeetingColes recalled that she had communicated with Stephen Marks, Hoboken’s BusinessAdministrator, prior to the May 9, 2013 meeting. After Superstorm Sandy hit, ColesPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTvolunteered to conduct outreach to towns and sewerage authorities to assess their needs andsee how the DEP could help. Coles stated that she was assigned to conduct outreach toHoboken and Bay Head, New Jersey, and that Marks was her primary point of contact inHoboken.Coles attended the May 9, 2013 meeting with Mayor Zimmer, Marks, the RockefellerGroup, Fred Worstell (Dresdner Robin), Lori Grifa (Wolff & Samson), and other members ofthe DEP. Coles recalled that she was invited to the May 9, 2013 because she was assignedoutreach to Hoboken after Superstorm Sandy.Coles recalled that the May 9, 2013 meeting was about flood prevention, and,specifically, the construction of flood walls in Hoboken. Coles recalled that public-privatepartnerships were discussed regarding funding the flood walls. Coles did not recall whospoke during the meeting. Coles said that she remembered being nervous during the meetingbecause there were a lot of high-level DEP officials in attendance, which was not the normfor the DEP’s meetings with municipalities and utility authorities. Coles recalled thatsometime after the meeting, she discussed land acquisition with Hoboken. Coles took notesduring the meeting.Coles did not recall the Rockefeller Group’s North End development being discussedduring the May 9, 2013 meeting. Coles did not recall ever hearing that Sandy aid was tied toendorsing Governor Christie, political affiliation, or the Rockefeller Group’s developmentproject.B.Interactions with Hoboken Post-May 9, 2013 MeetingColes continued to assist Hoboken after the May 9, 2013 meeting. Specifically,Coles had been in contact with Marks and Kevin Wynn, an engineer at Hatch MottMacDonald, regarding Hoboken’s Letter of Intent for a wet weather pump station. Hobokensubmitted a Letter of Intent, along with a plan created by Hatch Mott Macdonald, to theEnvironmental Infrastructure Financing Program, a loan program administered by the DEPand the New Jersey Environmental Infrastructure Trust (“EIT”). After Hoboken submittedits Letter of Intent, Coles explained that she was asked to provide a list of all fundingHoboken had applied for, and whether they had received any FEMA funding. Coles recalledthat the information she received from Hoboken did not always match the information fromher state sources. In addition, Coles explained that she also communicated with Marks andWynn regarding the specifics of their plan when determining what level of review the projectwould receive at the DEP. Coles explained that, after discussing the details of Hoboken’splan with her superiors, it was determined that Hoboken’s plan would receive “Level 2”review.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTColes stated that she has not had any conversations with Mayor Zimmer after theMay 9, 2013 meeting, but has communicated with Marks and Wynn. Coles stated that shehas never received direction to stop assisting Hoboken.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Comella Interview MemorandumOn January 17, 2014, Maria Comella was interviewed by Alexander H. Southwell andSarah Vacchiano of Gibson Dunn. Comella was not represented by counsel during the interview.All information contained herein was provided by Comella or as indicated. The information inbrackets was obtained from publicly-available sources, not from the interview itself. Comellahas not read or reviewed the memorandum and has not adopted or approved its contents.Southwell began the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Comella refrain from discussing the investigation and interviewwith others per Gibson Dunn protocol. Comella stated that she agreed, understood, and did nothave any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Comella attended George Washington University in Washington, DC. During college,Comella worked in various positions on Capitol Hill with a focus on trade and budget issues.Comella served as New Hampshire’s Communications Director for Bush-Cheney 2004 and thenas Communications Director in 2006 for Congressman Jim Nussle, Iowa’s gubernatorialcandidate. Comella also served as Mayor Rudy Giuliani’s Deputy Communications Directorduring the 2008 presidential campaign, where she managed a 20-person staff and served asspokesperson for the campaign.]Comella joined Governor Chris Christie’s gubernatorial campaign in 2009 as aconsultant. In this role, Comella was responsible for directing communication efforts for thecampaign.Upon Governor Christie’s election, Comella joined the transition team and then was hiredin her current role as Deputy Chief of Staff for Communications and Planning upon theGovernor’s inauguration in January 2010.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2A.Role and ResponsibilitiesAs Deputy Chief of Staff for Communications and Planning, Comella said that she isresponsible for managing Governor Christie’s strategic communications calendar. In this role,Comella said that she works with the Policy Office to determine agenda items of focus, andassists with developing these agenda items effectively. Comella stated that she then determineshow to communicate the agenda items in part through the various commissioners anddepartments.Comella said that the “planning” element of her role means that she works closely withthe Policy and Chief Counsel’s Offices as they develop legislation to hone in on two to threeissues that will be the focus from a public standpoint, and then defines the Governor’s agendaaccordingly for the press. Comella said that, once she has a sense of the key issues that will beimportant to the public, she can decide how to arrange the Governor’s calendar from a mediastandpoint.The Communications office puts out the Governor’s public schedule in advance, andupdates the schedule to advise of any changes. Comella did not believe the schedule is availableonline, but said the Communications office keeps all of the Governor’s schedules on file.Comella said that she currently reports directly to the Governor’s Chief of Staff, KevinO’Dowd, and prior to O’Dowd, she reported to his predecessor, Rich Bagger. Comella said thatPress Secretary Michael Drewniak reports to Comella as a technical matter, but does, however,interact directly with the Governor and many others in the State House due to his relationshipswith them.Comella described the nature of her interactions with O’Dowd as “free flowing” and“being in the loop at the same time.” In practice, she showed O’Dowd the communicationscalendar and bounced things off him, but she did not seek his approval regarding presscommunications. She described O’Dowd as being “hands off” in terms of communications, andconsidered the decisions to be her own decisions, unless she needed to elevate a decision to theGovernor.Due to the nature of her job, Comella said that she frequently interacts directly with theGovernor to discuss the Governor’s communications calendar. They would also have aconversation anytime something significant or sensitive was breaking. Comella decided whichissues rise to a level requiring her to interact directly with the Governor, but considered these tobe mostly “big picture” things.Comella did not frequently interact with Chief Counsel Charles McKenna. If she neededto coordinate with the Chief Counsel’s Office her interaction was mainly with Deputy CounselPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3Paul Matey, who worked more on the legislative side. Comella interacted with Matey in personand via email and telephone; by contrast, when Comella interacted with McKenna it typicallywas in person and rarely by phone. Email communications with McKenna were rare unlessMcKenna was part of a broader email between senior staff about approving press releases.Comella had infrequent direct involvement with the deputies in the Authorities Unit,except during senior staff meetings.B.Interactions with the Port AuthorityComella said that she interacts with the Port Authority infrequently unless there arescheduling issues. If she needed to contact the Port Authority she would have contact with itssenior staff or Port Authority Chairman David Samson. She probably interacted directly withChairman Samson more than anyone else, typically calling to resolve scheduling issues thatinvolve both Chairman Samson and the Governor for a Port Authority event. Occasionally, sheinteracted directly with former Deputy Executive Director Bill Baroni, again, mainly onscheduling issues. Both Baroni and Comella attended George Washington University and hadthe same professor, and Comella engaged in friendly conversations with Baroni from time totime about their former professor and alma mater. Comella is not typically involved in PortAuthority press statements. There may have been a time when she was involved with PortAuthority press statements, but for the most part she did not get involved.C.Interactions with the Office of Legislative and Intergovernmental AffairsComella said that she has no regular direct interaction IGA. She stated her interactionswith IGA are confined to developing public events, such as town halls, and event logistics.Comella interacted first with Bill Stepien when he was in charge of IGA, and then Bridget Kellywhen she succeeded Stepien in that role.II.Chronology of the George Washington Bridge EventsA.Spring 2013Comella had no knowledge of any efforts to obtain the endorsement of the Fort LeeMayor in spring 2013. She generally had no knowledge of the political side of the campaign inspring 2013. Her only knowledge of campaign staffers’ solicitation of endorsements came frompress releases about endorsements obtained by the campaign.Comella would often direct reporters to the campaign communications staff in the eventshe received inquiries that were political in nature.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4B.August 2013Comella had no knowledge of Kelly and David Wildstein’s discussions in August aboutFort Lee traffic.Comella did not recall anything specific occurring in the office around August 13, 2013,although she recalled, after having recently reviewed her calendar from the time, that aroundAugust 13, 2013 she had unrelated conversations with David Samson, and possibly Bill Baroni,concerning trying to coordinate schedules for a transit-related groundbreaking ceremony.Comella recalled Samson ultimately saying that it was OK for the event to occur without him, soComella scheduled the groundbreaking for August 16, 2013. Comella recalled that the Governorattended, but Samson did not.C.September 9–13, 2013 – George Washington Bridge Lane RealignmentComella had no knowledge of the lane realignment on the George Washington Bridgebefore or while it was happening.1.9/11 Memorial EventComella recalled the 9/11 event was a “usual” event for the Governor to attend. TheGovernor’s Office did not need to send a communications staffer because of the nature of theevent, so while Comella knew of the event happening, she did not attend.She had no knowledge of whether the Governor spoke with Samson, Baroni or Wildsteinduring the 9/11 event. Comella noted that she expected Samson would have been at the event,based on his attendance in past years.2.Patrick Foye’s EmailComella did not specifically recall when she became aware of Patrick Foye’s September13, 2013 email to Baroni. She speculated that Drewniak may have forwarded the email to herand Colin Reed, but she cannot specifically recall. She recalled being preoccupied with theboardwalk fire in Seaside, New Jersey. Comella was involved in pulling together a pressbriefing; she then accompanied the Governor to Seaside. She also recalled that theCommunications office was prepping for several interviews for a CBS Sunday Morning profile.She recalled the Governor did one of multiple interviews on September 10 because sheremembered a conversation with the Governor after the 9/11 memorial event during which theydiscussed how the CBS interview went the day before.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5D.October 1, 2013 Wall Street Journal ArticleComella was not certain if she knew that the October 1, 2013 Wall Street Journal articlewas coming out before it was published. At some point, Comella had a vague recollection thatDrewniak came to her office worked up, to say reporters were inquiring about Fort Lee trafficlanes. Comella recalled then having a brief conversation with O’Dowd to ask if O’Dowd knewanything about traffic lanes in Fort Lee; O’Dowd responded that he did not know what Drewniakwas talking about. Comella recalled going back to Drewniak to tell him this was something thePort Authority needed to handle, and that she did not know why the Governor’s Office would getinvolved in Port Authority decisions to close lanes. Comella did not recall whether theseconversations occurred prior to the October 1, 2013 Wall Street Journal article coming out orafter it came out, but believes the conversations related to this article. Comella commented thatthis was a typical discussion concerning incoming press inquiries, although she recalled thatDrewniak was somewhat anxious about the incoming inquiries, which was also not unusualgiven the intensity of the job, Drewniak’s personality, and his particular focus on Port Authorityissues. Comella did not recall Drewniak saying he had asked other people about the article, orsaying whether he had asked Kelly about it.Comella commented that the lane realignment issue and press inquiries were coming upin October just before the election. Her view all along was that, as they were being told by thePort Authority, this was a Port Authority traffic study, and any political rumblings were to beexpected because the Governor was in the midst of a reelection campaign. From acommunications standpoint, Comella did not think the Governor’s Office should take the bait bycommenting on the story, and that remained her view through the election.Comella did not recall any conversations with Baroni about the lane realignment issue,but she vaguely recalled a non-substantive conversation with Baroni essentially telling him thepress stories were not a big deal, that they would run their course, and that the Democrats weresimply making “political hay” out of the whole situation.Comella did not recall bringing the October 1 Wall Street Journal article up with theGovernor, or his bringing it up with her.E.November 25, 2013 – Baroni’s TestimonyComella was aware that the hearing of the Assembly Transportation Committee onNovember 25, 2013, was happening from press reports, but she did not review any of thestatements in advance or monitor the testimony. She read excerpts in the news because shethought the Governor might be asked questions about it, and she needed to be prepared to briefhim on it.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6Comella did not have any specific memory of speaking to Baroni about his November 25testimony.F.December 2, 2013 – Press ConferenceComella did not really recall the December 2, 2013 press conference. She did recall thatthe issue of whether the lane realignment was politically motivated was something to be preparedfor. Comella ran through possible questions on the issue with the Governor and his responses.G.December 6, 2013 – Wildstein’s ResignationComella did not recall if she was aware of Wildstein’s resignation before it happened, butshe recalled Drewniak forwarded her the Governor’s Office’s official response to the resignationas an “FYI” after Drewniak got the Governor’s approval regarding the statement. Drewniakhandled that press comment because Drewniak was often involved in Port Authority issues.Comella thought that Wildstein would be resigning because of rumblings she heard fromothers’ conversations, but she was not involved in conversations about the timing of hisresignation or how it would be handled.H.December 9, 2013 – Wisniewski Committee HearingComella felt the legislative and press attention on the Fort Lee lane realignment“escalating” around the time of the December 9, 2013 Assembly hearing. Comella wasconcerned that Baroni and Wildstein were distractions to the important policy agenda theGovernor was pursuing. The press corps was focused on the December 9 hearing, but Comellawas not overly concerned about it from a press standpoint at the time.I.December 12, 2013Comella recalled that on December 12, 2013, she heard from Deb Gramiccioni in passing thatBaroni believed Kelly and perhaps Stepien knew something about the lane realignment.Gramiccioni told Comella that she was going to mention this information to O’Dowd andMcKenna.J.December 13, 20131.Senior Staff MeetingComella recalled the senior staff meeting with the Governor an hour or two before thepress conference on December 13, 2013. In that meeting, Governor Christie sternly instructedthe assembled group that if anyone had any information about the lane realignment, they neededPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7to come forward in the next hour and communicate that information to O’Dowd or McKenna.Comella recalled the Governor making the point that he was about to go out and face the presscorps and needed to know if anyone knew anything.Comella did not discuss the lane realignment issue with McKenna or O’Dowd before orafter the meeting, but she recalled having a conversation with O’Dowd about it at some point.prior in which it was clear she knew nothing about the issue.Shortly after the senior staff meeting with the Governor, Comella recalled Drewniakcoming to her office. Comella was aware, having heard from Colin Reed, that Drewniak hadbeen anxious about the lane realignment issue and had been gossiping about it, which he wasprone to do. When Drewniak came to her office, Comella recalled telling Drewniak that if hehad any information, he should talk to O’Dowd or McKenna, and Drewniak responded that hehad already talked to them.2.Press ConferenceComella did not recall when she became aware of Baroni resigning and Gramiccionitaking his place. She had been aware before then that Baroni was not staying for the second termand also had been aware that Gramiccioni was slated to fill his role.After the December 13 press conference, the Governor did not have a public schedule forthe next two weeks due to the holidays. During the last two weeks of the year, theCommunications team was working on what items they would focus on in the new year.Comella went home to Albany for the holidays.K.January 8, 20141.Kelly’s Emails Revealed in The Bergen RecordComella had decided to stay home on January 8, 2014, because she had an afternoonmeeting in New York City. That morning, between 8:30 and 9:00 a.m., Comella received a callfrom Kelly. Kelly had called Comella several times while Comella was on another call beforeComella picked up Kelly’s call. On the call, Kelly seemed frantic, saying that Kelly did notknow what to do. She had been contacted by a reporter asking for comment. Comella recalledKelly saying that the reporter told her that he was going with a story and it included an emailfrom Kelly. Comella further recalled Kelly saying that the reporter said it was going to be a bigstory and asked if Kelly wanted to comment. Comella asked, but Kelly did not know who thereporter was or who the source was. Kelly kept apologizing to Comella—at one point saying,“I’m so sorry Maria”—and was clearly emotional. Kelly said she had tried to call Drewniak firstbut had not been able to reach him. Kelly added that she had been on a conference call when shePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8got the reporter’s call on the other line. Kelly had thought the call was related to her children soshe answered.Comella told Kelly to stay where she was and that she would call her back, and thenComella called Drewniak to tell him to get in touch with the reporter and get a sense of the story.She then called O’Dowd and was on the phone with him when the first blurb went up online.Comella then called the Governor, and they read the story online together and saw theemails. The Governor asked Comella what he should do, and she responded that she thought hehad little choice, based on the previous press conference, other than to be firm in his response.Comella cancelled the Governor’s 11:00 a.m. public event. She proceeded to leave her home togo into the office.On her way out the door, Comella got a call from Bill Stepien, who had been calling herwhile she was on other calls. Comella recalled that it seemed he had not read the whole storyand that he seemed calm, indicating something like there was always a possibility of an emailwith Kelly like what was released. Comella recalled he volunteered that he had looked throughhis emails and did not have anything. Comella then told Stepien that if he read the story, hewould see there were emails from him too. Comella said that she has had no furtherconversations with Stepien since that quick call.Comella then called back O’Dowd to let him know about her conversation with theGovernor.Comella then called Kelly back. Kelly sounded like she had been crying. She askedComella to tell her what to do, and Comella told her not to come to the office and that theywould call her when they had a better handle on the situation. Kelly apologized again, saying“I’m so sorry.” Comella said that she has not spoken to Kelly since.2.Meeting at DrumthwacketComella then went directly to Drumthwacket where there was a gathering of senioradvisors. She recalled there being a lot of shock directed toward Kelly and Stepien, and a lot ofspeculation as to why this had happened. There was a lot of “we don’t understand or get it.”The topic of a possible personal relationship between Kelly and Stepien might have come up, butno one that Comella spoke to that day definitively knew whether they actually had a personalrelationship. There was discussion about whether Stepien had been involved and had beenhonest. Comella recalled at one point Mike DuHaime reporting on a conversation he had withStepien. Specifically, Comella recalled that DuHaime reported that Stepien thought they wereoverreacting to the story and that he had nothing to do with realigning the lanes for politicalretribution.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9During this lengthy gathering, at one point O’Dowd said that Kelly needed to beterminated. At an earlier point in the gathering, Comella had the same conversation with theGovernor. She expressed her sense that based on the firmness of the Governor’s statements onDecember 13, 2013—first, in directing his staff to tell him everything, and then holding the pressconference where he reiterated that his staff had not been involved—the Governor had no choicebut to fire Kelly and disassociate from Stepien.L.January 9, 2014 – Press ConferenceComella decided that the Governor needed to have a press conference to communicateeverything “all at once.” Comella prepared talking points for the first part of the pressconference, then opened the rest of the press conference for free-flowing questions, in order toexhaust the press inquiries.III.Document Retention NoticesComella received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Constable Interview MemorandumOn January 25, 2014, and February 9, 2014, Richard Constable was interviewed byRandy M. Mastro, Alexander H. Southwell, Reed Brodsky and/or Sarah Vacchiano ofGibson Dunn. Constable was represented by Brian Neary of the Law Offices of Brian J.Neary. All information contained herein was provided by Constable or as indicated.Constable has not read or reviewed the memorandum and has not adopted or approved itscontents. Mastro began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Constable refrain from discussing theinvestigation and interview with others. Constable stated that he agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundConstable grew up in East Orange, New Jersey. He attended Seton Hall PreparatorySchool for high school. In 1994, Constable graduated from the University of Michigan. In1997, Constable graduated with a law degree and a Master’s degree in Public Administrationfrom the University of Pennsylvania. Constable completed both graduate degrees in threeyears.Constable clerked for one year for Justice Alan C. Page of the Minnesota SupremeCourt, and then worked as a litigation associate at Sullivan & Cromwell in New York, NewYork for four years. At Sullivan & Cromwell, Constable worked on matters handled byseveral litigation practice groups, including securities and employment litigation.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2On or about February 14, 2002, then-U.S. Attorney Christie hired Constable as anAssistant U.S. Attorney. Other than when Christie interviewed Constable, Constable did notpreviously know Christie. Constable started at the U.S. Attorney’s Office on or about June16, 2002 and worked as a federal prosecutor for eight years, over four of which were in thePublic Corruption Unit. During his tenure in the U.S. Attorney’s Office, Constable tried tencases; he won eight of the ten cases he tried, and the last five cases were public corruptioncases involving bribery and extortion. As an Assistant U.S. Attorney, Constable oversawhundreds of investigations.In 2010, Governor Christie asked Constable to join the Administration. Constablerecalled the Governor told Constable he wanted to bring former prosecutors into theAdministration to turn Trenton upside down. Constable considered the Governor to be morethan a boss – he also considers the Governor to be a friend. Politically speaking, Constableis a registered Democrat. Constable was President of the College Democrats at theUniversity of Michigan.Prior to joining the Christie Administration, Constable recalled there was talk amongthe Governor and the public about Constable becoming the Essex County prosecutor.County prosecutors are required to be barred in New Jersey and Constable was only barred inNew York at that time. After speaking with the Governor in 2009, Constable studied and satfor the New Jersey bar in February 2010. Four days after sitting for the New Jersey bar,Constable started as the Deputy Commissioner for Labor. His goal at that time was to getmanagement experience and then become the Essex County prosecutor.In the summer of 2010, Constable learned that he would have to be barred in NewJersey for at least five years before becoming eligible to be a county prosecutor—whichmeant that Constable could not become the Essex County prosecutor until 2015. In lateOctober 2010, the Governor called Constable to tell him that the Commissioner ofDepartment of Community Affairs (“DCA”), Lori Grifa, was leaving DCA and the Governorwanted Constable to be the next DCA Commissioner. Constable considered this to be aprominent, cabinet-level position in the Administration with a broad agenda involvingmunicipal issues. Constable became acting Commissioner on or about January 1, 2012, andhe was confirmed by the New Jersey State Senate on June 23, 2012 (Constable recalled hisconfirmation happened prior to his 39th birthday). The Governor swore Constable in duringan impromptu swearing in at the Governor’s Office.A.Role and ResponsibilitiesThe DCA provides administrative guidance, technical assistance, and financialsupport to five hundred and sixty-five municipalities throughout the state of New Jersey.DCA has 1200 employees and a multi-billion dollar budget (the bulk of the money is federal,not state, dollars. Constable stated that the state portion is less than $500 million).PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3As DCA Commissioner, Constable has four direct reports:1.2.3.4.Deputy Commissioner, Charles Richman;Assistant Commissioner in Charge of Housing, Ana Montero;Assistant Commissioner for Sandy Recovery, Stacy Bonnaffons; andChief of Staff, Paul Macchia.Tom Neff, Director of the Division of Local Government Services, also reports directlyto Constable. Neff’s division oversees municipal finance, and every single budget has to beapproved by DCA on a three-year cycle. State aid given out on an annual basis falls withinthe purview of the Division of Local Government Services.[DCA’s Division of Housing and Community Resources is responsible for affordablehousing, including Section 8 low-income housing, and the Sandy Recovery Division managesfederal funds to assist with Hurricane Sandy.DCA is primarily responsible for affordable housing matters, including Section 8 lowincome housing, and federal tax credits for municipal development projects. DCAadministers multiple streams of federal aid relating to housing, community development, andmunicipalities. DCA is not involved in commercial economic development, so unless aneconomic development program has an affordable housing component in it, DCA is notinvolved.]II.Superstorm Sandy AidAfter Superstorm Sandy hit on October 29, 2012, and before Christmas 2012,Constable and DCA Deputy Commissioner Charles Richman met with HUD SecretaryShaun Donovan to discuss the allocation of federal aid to help New Jersey recover from ahousing standpoint. Secretary Donovan told Constable and Richman that the federalgovernment would be making billions of recovery dollars available within the next fewweeks, but DCA would be required to draft an action plan that needed federal governmentapproval before New Jersey could access the relief funds.A.Community Development Block Grant Disaster Recovery AssistanceHUD administers the Community Development Block Grant Program (“CDBG”).This program provides annual grants to communities to ensure affordable housing, provideservices to vulnerable populations, and create jobs. DCA receives CDBG dollars on anannual basis.Following a natural disaster, HUD separately allocates Community DevelopmentBlock Grant – Disaster Recovery (“CDBG-DR”) dollars to assist states that have beenPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4severely impacted by a natural disaster. When HUD allocated money through the Sandydisaster recovery program, DCA’s annual budget increased from less than $200 million toalmost $2 billion. There are multiple streams of Sandy-related CDBG-DR funding, but DCAis only involved in the funding stream for housing.B.CDBG-DR Action PlanIn late January 2013, DCA was informed that it would be receiving $1.8 billion toallocate to businesses, housing, and community development. Of the $1.829 billionallocation that DCA received, DCA ultimately allocated approximately half a billion dollarsto the New Jersey Economic Development Authority (“EDA”) via a Memorandum ofUnderstanding between DCA and EDA.In February 2013, a federal notice was released with the exact amount of Sandyrecovery funds allocated to DCA ($1.829 billion). The notice included the directions andrestrictions DCA had to abide by to receive the allocation, and included a directive that HUDaudit DCA to ensure required policies and procedures were in place.Constable led the process by which DCA designed programs for submission of theCDBG Action Plan focusing on “unmet needs,” meaning financial needs not satisfied byother public or private funding sources like private insurance, FEMA, or Small BusinessAdministration disaster loans.CDBG-DR funds are allocated directly to individuals (not block allocations tocommunities). Early in the process, Constable traveled to New Orleans to meet with city andstate counterparts, as well as the New Orleans Mayor’s Chief of Staff, to get advice on howto design, and ultimately oversee, DCA’s Sandy recovery program. Constable also requestedvia the Emergency Management Assistance Compact (“EMAC”) that another state’s expertin disaster relief be embedded in DCA and directly advise Constable on how to structure therelief allocations. EMAC sent Bonnaffons, the chief of staff to Constable’s counterpart inLouisiana, to work with DCA in New Jersey. Bonnaffons was ultimately hired permanentlyas DCA Assistant Commissioner in charge of Sandy recovery.DCA designed 17 programs under the CDBG-DR Action Plan, which waspreliminarily issued in draft form and then made available for notice and comment, enablinganyone in New Jersey with an interest in how the funds were dedicated to have input.Constable recalled receiving hundreds of comments from elected officials, individuals, andstakeholder/advocacy groups, which comments were ultimately incorporated into the draftAction Plan. The Action Plan was sent to HUD and lightly edited by both the federalgovernment and Secretary Donovan prior to final submission to, and approval by, the federalgovernment. The Action Plan was approved by the federal government on April 29, 2013.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5Ultimately, the overwhelming majority of funds in the Action Plan went directly toindividuals or businesses, with a small portion dedicated to municipalities or communities.Constable recalled approximately $110 million was earmarked for communities in general,which was broken down into two tranches of approximately $50 million and approximately$60 million each. The approximately $50 million tranche was designated for a PublicAssistance Program used to provide critical funding support to municipalities by helping tosubsidize the “local match” for FEMA Public Assistance projects. The approximately $60million tranche was in the form of a reimbursement allocation for municipalities to bereimbursed for recovery projects.C.CDBG Essential Services Grant ProgramDCA allocated approximately $60 million to a HUD-approved Essential ServicesGrants Program to enable local municipalities to provide essential services that wereadversely impacted by Hurricane Sandy. The Program contemplates a process wherebymunicipalities can apply for the grant through an open and notorious process based ondemonstrating that a municipality’s 1% rateable base was lost as a result of Hurricane Sandy.Constable is almost positive that Hoboken did not apply for funding through theEssential Services Grant Program because it did not meet the eligibility requirements.Further to this point, each of the programs required the applicant (1) to demonstrate that theymet the threshold criteria for that particular program, and (2) make the fiscal case for howmuch money was needed. The eligibility and allocations of the programs were overseen byTom Neff; Constable does not recall having anything to do with the formula or any role inthe decision-making process. There are publicly available press releases on the breakdownof funds allocated through each program in the Action Plan.D.Planning GrantsThe Action Plan allowed for five percent of funds to be used for administrativematters. Constable recalled the draft Action Plan was complete in February or March 2013,and then at some subsequent point during the spring and summer, DCA announced it wouldbe allocating “planning grants” to municipalities so they could plan ahead for naturaldisasters. The planning grants were not part of the 17 programs but, instead, included underadministrative dollars. All municipalities impacted to a certain damage threshold by Sandycould apply, and according to Constable, of the thirty to forty municipalities that haveapplied for a planning grant to date, every single municipality has received money.Constable ranked Toms River, New Jersey, as receiving the largest planning grant(approximately $300,000), and recalled that Hoboken was allocated approximately $200,000,the fourth largest grant to any New Jersey municipality.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6E.Homeowner Grant ProgramConstable explained that every grant program requires the applicant to register forFEMA within the first six months of the disaster (prior to state involvement) and then use theFEMA threshold definition of “major damage,” which is defined as at least $8,000 worth ofdamage, to apply for a homeowner grant. If a homeowner has experienced “major damage”or “severe damage” (greater than $8,000), the applicant may be eligible for two homeownergrant programs under the DCA Action Plan: the homeowner resettlement grants and RREMgrants.1.Homeowner Resettlement ProgramBonnaffons oversees the Homeowner Resettlement Program. According toConstable, of the 22,000 homeowners who applied statewide, 18,000 applicants wereeligible. Because DCA received additional funding from HUD, it was in a position to fundevery settlement request.Constable added that between approximately 100 to 200 individuals in Hoboken wereeligible for the $10,000 resettlement grants.2.Reconstruction, Rehabilitation, Elevation and Mitigation GrantProgram (“RREM”)Constable stated that approximately 15,000 applicants statewide applied for RREMgrants, and approximately 12,000 were deemed eligible. Due to funding constraints, DCAwas only able to offer RREM grants to approximately 4,000 applicants. Allocations werebased on a random lottery system that allocated funds to eligible applicants. The remainingeligible applicants were added to a waitlist.According to Constable, approximately forty Hoboken RREM applications weredeemed eligible/pre-funded, and approximately $6 million in funds was allocated toHoboken residents under the RREM grant program.Constable clarified that RREM funding is allocated on an individual basis (not bymunicipality), but DCA tracks each applicant’s municipality so it knows how many residentsfrom each municipality have received some form of Sandy aid. Constable has no power tomove Hoboken’s residents higher or lower on a list of eligible applicants. According toConstable, the formula for who is eligible is set and cannot change.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7F.Non-DCA GrantsOutside of DCA, there are other grant programs administered by other state agencies,including the Economic Development Authority and the Office of Emergency Management.1.Economic Development AuthorityThe EDA grant program is under the purview of Michele Brown. As far as Constableunderstands, the EDA grant program is under-subscribed, and so every eligible applicant forEDA grants receives funding. Constable is not involved in administering EDA grants.2.Office of Emergency ManagementThe Office of Emergency Management (“OEM”) oversees the Hazard MitigationGrant Program (“HMGP”). Bob Martin, Commissioner for the Department ofEnvironmental Protection (“DEP”), oversees HMGP funding. According to Constable, thisfund is significantly smaller than DCA funds. Constable is not involved in administeringHMGP grants.G.Post-Action Plan ApprovalIt took the federal government approximately sixty days after Hurricane Sandy hit toapprove Sandy relief aid, whereas post-Katrina funds were approved by Congress onlyapproximately ten days after Hurricane Katrina. Once Constable completed the DCA ActionPlan and secured its approval, he focused on the next major hurdle: finalizing DCA’s abilityto draw down on the approximately $1.8 billion in Hurricane Sandy aid DCA was allocatedin order to execute the seventeen relief programs. Constable was required to submit signedpaperwork to give the state of New Jersey access to the federal funds. The final Action Planwas approved by the federal government on April 29, 2013. Therefore, from a timingperspective, the Action Plan was finalized with seventeen programs by April 29, 2013 andthe DCA’s flow of funds had no flexibility after that point in time.Constable stated that no one politically pressured anyone in state government to makeallocations. No one in the Governor’s Office requested an allocation as a favor to theGovernor, or ever tied Sandy aid to a particular development project.III.Chronology of Constable’s Interactions with Mayor Dawn ZimmerA.June 29, 2012Constable was introduced to Mayor Zimmer on or about June 29, 2012, six monthsinto his tenure as DCA Commissioner. The meeting was memorialized on his calendar. InPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8general, he did not have a lot of interactions with Mayor Zimmer, and to the extent heinteracted with her, the meeting would likely be reflected on his calendar.Based on his calendar, Constable believes the meeting took place at the State Housein Trenton, NJ. The meeting was set up by the Governor’s Office to discuss the HobokenHousing Authority. Tim Cunningham also attended. Constable did not remember thesubstance of the meeting.B.August 2012Mayor Zimmer sent Constable an email at some point in or about August 2012related to a construction code official who was having an issue with a construction codelicense. Constable explained that DCA is responsible for code enforcement issues for NewJersey. Constable forwarded the email to Ed Smith (Director of Code Enforcement) and PaulMacchia (Constable’s Chief of Staff) asking them both to look into the issue.C.November 1 or 2, 2012Immediately following Hurricane Sandy, Constable contacted mayors to see if theirmunicipalities needed assistance from DCA’s code official personnel. In addition to othermayors impacted by Hurricane Sandy, Constable phoned Mayor Zimmer to let her know thatDCA could deploy fire and code personnel to assist. Constable believed he spoke to MayorZimmer, but is not sure.D.January 3, 2013On or about January 3, 2013, Mayor Zimmer sent an email to Neff, copyingConstable, about a temporary budget matter. Constable was also copied on Neff’s responseto Mayor Zimmer’s budget question.E.February 25, 2013On or about February 25, 2013, Constable received an email from Christina Renna inthe Governor’s Intergovernmental Affairs office stating, among other things, that theGovernor met with Mayor Zimmer the previous week, and that the Governor wantedConstable and Martin to meet with Mayor Zimmer to discuss economic development inHoboken. Renna’s email said “see attached link.” Constable recalled the link was to anarticle about flooding in Hoboken, flood walls, and flood gates.Constable stated that the flooding issue was entirely within DEP Commissioner BobMartin’s responsibility. Upon receiving the email, Constable asked his secretary to schedulePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9the meeting. Constable recalled the meeting was originally scheduled for March 6, but endedup taking place on March 5.F.March 5, 2013The meeting with Mayor Zimmer, Martin, and Constable took place on March 5,2013, at the State House in Trenton, NJ. Constable attended because the Governor requestedthat he attend. Constable has never discussed the meeting with the Governor.Constable did not remember the March 5, 2013 meeting until he went through hisnotes. Constable recalled the attendees were Mayor Zimmer, Martin, and others fromMartin’s staff. Constable attended the meeting without any DCA staff members. His onlyclear recollection of the meeting is that Mayor Zimmer arrived with a big map. MayorZimmer said that flooding in Hoboken was creating a bowl and there was a need to erectflood walls. Constable did not recall the subjects of municipal aid or affordable housingbeing discussed at the meeting.During this meeting, Mayor Zimmer brought up the Hoboken flood mitigation plandesigned by the Rockefeller Group. Constable did not remember any substantive discussionabout the Rockefeller Group and only remembered that the name Rockefeller was mentionedby Mayor Zimmer and that it was also pursuing some kind of development project inHoboken.Following Constable’s March 5, 2013 meeting with Mayor Zimmer and DEP, Martinsubsequently joked about the irony of Mayor Zimmer talking about development—suggesting something along the lines of, in a joking manner, Mayor Zimmer was part of the“Birkenstock” crowd of folks typically not in favor of development. [Commissioner Martindid not recall using those words.] Constable said this exchange had no significance to him atthe time. Constable had not discussed the development issue with the Governor or anyoneelse at this time.G.April 23, 2013Constable, Martin, and Ferzan were copied on an April 23, 2013 letter from MayorZimmer to the Governor discussing flood pumps in Hoboken. Constable said when he sawthe document was about flood pumps, he did not continue reading the email.Martin responded to Mayor Zimmer’s email on April 25, 2013. Constable wascopied on the response. Constable did not remember reading Martin’s response to MayorZimmer’s letter at the time; he was focused on doing everything in his power to get theCDBG Action Plan approved. The approval was granted four days later, on or about AprilPage 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCT29, 2013, and up until that point Constable was working eighteen-hour days to get the reliefprograms up and running.H.May 16, 2013 – NJTV Superstorm Sandy: A Live Town HallConstable recalled that Michael Schneider, Managing Editor and Anchor for NewJersey public television’s NJTV News program, contacted DCA to ask if Constable would bea panelist on NJTV’s upcoming live town hall event discussing Hurricane Sandy on May 16,2013. Constable agreed to participate. On or about May 13, 2013, Constable received anemail briefing the participants on the logistics and schedule for the town hall event, includinga list of confirmed participants.The live TV town hall took place on May 16 at Monmouth University. MonmouthCounty was among the hardest hit counties by Superstorm Sandy. The event was aninteractive event with a live audience and questions posed from the public. Schneider servedas the moderator between the New York and New Jersey studios.Constable recalled that, upon arrival, he went to the “green room” with nine otherparticipants and staff. Constable attended the event with Arif Welcher, Constable’s DeputyChief of Staff. Constable did not recall Mayor Zimmer present when he was in the greenroom. The panelists took turns having makeup applied for television prior to the event.Constable recalled visiting the restroom to review his notes. When he returned fromthe restroom, he was ushered out to his assigned seat on stage. The crew assisted bystraightening the panelists’ jackets and adjusting their microphones.The nine panelists were seated onstage in close proximity. Constable recalledobserving Schneider rehearse his lines approximately six feet in front of the panelists.Constable estimated that there were approximately two hundred to three hundred people inthe audience looking directly at the panelists.New Jersey pollster Patrick Murray was seated directly to Constable’s right, andMayor Zimmer was seated to Constable’s left. Belmar Mayor Matt Doherty was seated toMayor Zimmer’s left, at the end of the row. Prior to the start of the event, Constable recalledmaking small talk with Murray and asked how polling was going for the Governor. At onepoint, Constable realized he had his mobile phone, so he asked Welcher to take it prior to thestart of the live town hall show.While waiting, Constable reviewed his notes. At some point, he recalled turningtoward Mayor Zimmer and Mayor Doherty to ask how things were in going. Constablerecalled generally that his conversation with Mayor Zimmer lasted about one minute or so.Constable recalled in general making pleasantries with Mayor Zimmer. He did not recallPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTwhat words he used, but his general practice was to ask all mayors—like Mayor Zimmer—how things were going in their municipality.Constable did not recall Mayor Zimmer’s specific response. At some point,Constable recalled that Mayor Zimmer said something about moving forward with theRockefeller project. Constable believed she used the word Rockefeller, but was not sure. Inresponse, Constable recalled generally saying something to the effect that he did not thinkshe was in favor of commercial development. Constable recalled generally that MayorZimmer responded that she was in favor of commercial development in Hoboken.Constable recalled that he offered to set up a meeting with Tony Marchetta, theExecutive Director of the NJ Housing and Mortgage Finance Agency, and Michele Brown,the head of the Economic Development Authority, to discuss commercial development inHoboken. Mayor Zimmer replied something along the lines of that would be great.Constable recalled that the conversation ended at that point or shortly thereafter.Mayor Zimmer did not follow up with Constable to seek a meeting with Marchettaand/or Brown. Constable routinely offered to facilitate meetings for mayors, and mayorsgenerally followed up if interested.This conversation did not have much meaning or significance to Constable at thattime or since, and until Mayor Zimmer made her allegations. Constable did not talk toanyone about his conversation with Mayor Zimmer on May 16, 2013, or at any timethereafter until he learned about Mayor Zimmer’s allegations.When he first learned about Mayor Zimmer’s allegations, Constable did not recall hisconversation with Mayor Zimmer on May 16, 2013 at all. Constable’s recollection wasrefreshed by reviewing the portions of Mayor Zimmer’s handwritten notebook publicized bythe media, and he said he is sure he did not say the things attributed to him in MayorZimmer’s handwritten notebook. They may have discussed other things as well—after all,they were about to go on the air live to discuss Sandy issues—but he did not recall what elsethey discussed, if anything.Constable also had the same type of casual conversation with Belmar Mayor Doherty,who was seated on the other side of Mayor Zimmer. Constable did not recall the specifics ofthe conversation with Mayor Doherty.By the time Constable participated in NJTV’s live town hall broadcast on SuperstormSandy, he had submitted to HUD the signed paperwork enabling DCA to access the relieffunds, and was aware that DCA would be able to start drawing down on the funds to helpvictims around May 24, 2013.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 12During the Town Hall meeting, Schneider asked where do we go from here?Constable responded that New Jersey was in a good place because federal monies werefinally starting to flow. That was a reference to the fact that help was on the way from thefederal government; New Jersey was finally going to be able to move forward and drawdown on the $1.8 billion allocation. Constable’s answer also specifically referred to homesbeing rebuilt.Constable had no recollection of interacting with Mayor Zimmer after the showended. A line formed to ask Constable questions, and Constable answered questions fromthe public until he left in his car. He walked out of the studio to his car with people from theaudience.During the live taping of the show, Constable did not recollect talking to anypanelists during breaks and/or speaking off-camera.I.June 14, 2013In order to roll out the grant programs, DCA opened Housing Recovery Centerswhere people could sit and apply for the programs in nine of the most severely impactedcounties. To raise awareness among residents about the Housing Recovery Centers,Constable organized press events at each of the centers to educate residents about the centers.On June 14, 2013, Constable attended a press event for a newly-opened center at the JournalSquare Transportation Center, a state office building in Jersey City. Mayor Zimmer wasinvited along with the Jersey City mayor and other mayors from impacted municipalities.Mayor Zimmer attended the press event. Constable recalled having a general discussionduring the event with Mayor Zimmer about grant programs.Constable added that Mayor Zimmer was the only mayor to attend the June 14 pressevent. Jersey City Mayor Healy had been invited but did not attend. This was Constable’sfirst interaction with Mayor Zimmer after the May 16, 2013 Live Town Hall. Constablerecalled that the tenor of his conversation with Mayor Zimmer at the June 14 press event wascordial.J.June 17, 2013On or about June 17, 2013, Mayor Zimmer sent an email to Tom Neff copyingConstable, relaying the discussions Mayor Zimmer had with Constable at the June 14 pressevent about Hoboken’s challenging circumstances. Constable stated that Mayor Zimmer’semail to Neff referenced Hoboken’s budget crisis.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 13K.June 27, 2013On or about June 27, 2013, Constable attended a meeting at Mayor Zimmer’s officewith Mayor Zimmer, Mayor Zimmer’s Chief of Staff, Rich Rebisz from the Governor’sIntergovernmental Affairs office, and Constable’s Deputy Chief of Staff. This was astandard meeting that Constable attended with mayors to discuss approaching deadlines forresettlement grant and RREM grant applications. Constable explained that the applicationperiod was two and a half months; the initial application period ended July 1, 2013, and thepurpose of the meeting was to drum up support to get the word out for the last month in theapplication period.Constable asked Mayor Zimmer if she utilized social media such as Facebook orTwitter, or Reverse 911 calls to get the word out and let residents know of the applicationdeadline. Constable did not recall showing Mayor Zimmer a list of those who applied forresettlement and RREM grants to date, but he remembered having the statistics andencouraging Mayor Zimmer to get the word out to her residents about approachingapplication deadlines.During the conversation, HMGP grants came up. Constable recalled telling MayorZimmer that there was an ongoing discussion about whether urban municipalities could useHMGP grants to raise their utilities as mitigation measures. Although Constable was not incharge of hazard mitigation funds, and unfamiliar with the applicable rules and regulations,Constable recalled telling Mayor Zimmer that he supported using such funds to elevateutilities.L.July 22, 2013On or about July 22, 2013, Constable recalled following up with Mayor Zimmer bytelephone to let her know that HMGP funds could not be used for urban municipalities toraise their utilities. He thought it was important that Mayor Zimmer hear it from him firstsince they had discussed the issue. Mayor Zimmer did not seem upset. Constable recalledinforming Mayor Zimmer that HMGP monies would go to the counties that were in the bestposition to come up with HMGP best practices. Constable suggested that Mayor Zimmertalk to the county OEM about using HMGP resources.M.September 2013In or about September 2013, Constable contacted mayors to work with residents withsubstantially damaged homes to have local code officials issue a substantial damage letter forgrant applications to move forward. Constable does not recall whether he connected withMayor Zimmer on the phone. DCA staff subsequently sent a letter to Mayor Zimmer andapproximately fifty other mayors that included a list of residents lacking substantial damagePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 14letters and asked mayors to help residents get the substantial damage letters issued to movethe applications forward.N.November 20, 2013On or about November 20, 2013, Constable’s assistant sent Constable an emailstating that Mayor Zimmer wanted to speak with Constable regarding an urgent issue. BothConstable and Mayor Zimmer were attending the League of Municipalities Conference atthis time. Constable tried to call Mayor Zimmer twice and was unable to connect withMayor Zimmer either time. Constable did not recall what the issue was about.O.November 25, 2013On or about November 25, 2013, Constable participated in a stakeholder meetingwith mayors from impacted municipalities (and their respective staff) to discuss advancingthe next CDBG Action Plan. Constable recalled that Lisa Ryan, head of DCACommunications, took notes on the mayors’ questions and responses during the meeting.Mayor Zimmer attended. The meeting was held at a NJ Assembly meeting room.The state participants included Michele Brown, Bob Martin, Jeff Motley (Office ofEmergency Management), and Tom Neff. Ferzan lead the panel discussion with anaccompanying PowerPoint presentation and spoke about the status of the previous ActionPlan. Ferzan’s statements included agencies’ plans for advancing the next Action Plan.Ferzan welcomed comments and questions from the mayors. Constable does not recallspeaking to Mayor Zimmer during the meeting.Mayor Zimmer raised the issue of whether HMGP funding by can be used bymunicipalities to raise utilities as a mitigation measure; in response, Constable recalled thatFerzan explained to Mayor Zimmer the reasons why it was precluded by the applicable rulesand regulations.Constable did not independently recall the topic of Rebuild by Design beingdiscussed at the meeting; he only recalls it from seeing Ryan’s notes from the meeting.P.December 11, 2013On or about December 11, 2013, Constable had a phone conversation with MayorZimmer. Constable stated that he did not recall this conversation and has not found anyemails subsequent to this date that refresh his recollection. Constable stated that he believesthis was the last time he spoke with Mayor Zimmer.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 15IV.Governor Christie’s Sandy Working GroupSince in or about January 2013, Constable has attended weekly Hurricane Sandymeetings designed specifically to brief the Governor on issues related to Hurricane Sandyrecovery. The meetings take place every Wednesday (unless the Governor has a schedulingconflict, in which case the meeting is moved to either Tuesday or Thursday). No meeting isscheduled if the Governor is on vacation. No one tied Sandy aid to politics, a political party,or development projects. There was no discussion of Sandy aid other than based on themerits.A.Weekly Meeting AttendeesConstable listed the permanent members of the Governor’s Sandy Working Group asthe Governor, the Governor’s Chief of Staff, the Governor’s Chief Counsel, Marc Ferzan,Constable, Bob Martin, and Michele Brown. These permanent members attended themeetings every week. Ferzan set the weekly agenda.Constable said the Governor attended the meetings to listen to the issues and makeinformed decisions. The Governor’s Chief of Staff and Chief Counsel attend to understandwhat had been going on.Constable added that various “special guests” attend the weekly meetings from time totime. These special guests have included:•••••••Jennifer Velez (Commissioner, Department of Human Services)James Simpson (Commissioner, Department of Transportation)Mary O’Dowd (Commissioner, Department of Health)Harold Wirth (Commissioner, Department of Labor)Ken Kobylowski (Commissioner, Department of Banking & Insurance)Dr. Allison Blake (Commissioner, Department of Children and Families)A member of the Attorney General’s staff (to brief the Governor on easements)In addition, Constable stated that other meeting attendees have included the Governor’sDeputy Chief of Staff Lou Goetting, who is responsible for the overall state budget; theTreasurer’s Office Chief of Staff, in order to brief procurement issues; members of theGovernor’s Policy staff (Deb Gramiccioni attended when she served in the Governor’sOffice); the Lieutenant Governor’s Chief of Staff; Maria Comella (the Governor’s DeputyChief of Staff for Communications and Planning); the Governor’s Director of OperationsRosemary Iannacone; the Governor’s Deputy Chief Counsel Paul Matey; and Terry Brody(Ferzan’s Deputy in the Office of Recovery and Rebuilding).PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 16Constable stated that the meetings lasted one to two depending on the issues that neededbriefing. The Governor attended the whole meeting.B.Topics of DiscussionWhen the Governor’s Sandy Working Group meetings first began, Constable wasresponsible for briefing the Governor on the DCA Action Plan, DCA’s discussions with thefederal government, and other related Action Plan issues, such as proposed allocationamounts for RREM grants. Constable briefed the Governor on the process DCA used tocome up with a specific allocation. Constable did not recall ever attending a meeting whereConstable did not have an issue to raise with the Governor. Similarly, Constable said thatMartin always briefs the Governor on an issue. Constable, Martin, and Ferzan always spokeduring the meetings.Constable recalled that Rebuild by Design (“RBD”), the competition aimed ataddressing structural and environmental vulnerabilities uncovered by Hurricane Sandy inaffected communities, had been a topic of discussion during the Governor’s Sandy WorkingGroup meeting. As far as Constable was aware, Ferzan has been working on RBD withHUD. Constable does not have any involvement in Rebuild by Design, and the only time hehas heard about it is during the Governor’s briefings.Constable said the Governor has never suggested that Hurricane Sandy aid decisionsbe made on any basis other than the merits. Constable further said that he has never heardanyone suggest different treatment for Hoboken based on considerations other than themerits.V.Constable’s Knowledge of the Rockefeller Development GroupConstable stated that his only interactions with Lori Grifa have been limited toGrifa’s role as Constable’s predecessor as DCA Commissioner. When Constable’sappointment to DCA was announced on or about November 21, 2011, Constable recalledreaching out to Grifa from on or about November 21 to December 31, 2011 to coordinatebriefings with Grifa and DCA staff.Constable added that early in his tenure as DCA Commissioner, around the first threeto four months of 2012, Constable met Grifa for dinner at Pals Cabin, a restaurant in WestOrange, NJ. Constable recalled that they did not discuss respective projects they wereworking on and the topics of discussion were confined to Grifa’s tenure as Constable’spredecessor. They each paid for their own meal.Since Constable’s dinner with Grifa in early 2012, Constable has seen Grifa at awomen’s conference and a NJ State League of Municipalities event. In his capacity as DCAPage 17PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTCommissioner, Constable has never had a meeting with Grifa in which Grifa lobbied onbehalf of or represented a client. Constable did not have any recollection of havingsubstantive discussions about a matter Grifa was engaged in, and did not recall having aconversation with Grifa about Hoboken, Mayor Zimmer, the Rockefeller developmentproject, Sandy aid or funding allocations.Constable knows who David Samson is but only recalled having one conversationwith Samson in August 2013 about his future if the Governor were to be reelected.Constable did not recall having any discussions with Samson about Hoboken, MayorZimmer, the Rockefeller development project, Sandy aid or funding allocations.Constable did not know anyone from the Rockefeller Group. Constable has notspoken with Tony Marchetta or Leslie Anderson (NJ Redevelopment Authority) about theRockefeller development project.VI.Constable’s Knowledge of the George Washington Bridge EventsConstable did not have any personal knowledge of the Fort Lee lane realignment.Constable did not know David Wildstein of the Port Authority, and his interactionswith Bill Baroni have been limited. In fact, the only time Constable recalled interacting withBill Baroni of the Port Authority was during a Bruce Springsteen concert in which bothBaroni and Constable were guests in the Governor’s suite. Constable has no recollection ofengaging in a substantive discussion with Baroni.Constable has spoken to Bill Stepien in the past but did not recall any discussionsabout commercial development in Hoboken or the Fort Lee lane realignment.Constable worked with Bridget Kelly often, but did not recall speaking to Kelly aboutthe Fort Lee lane realignment, Fort Lee Mayor Mark Sokolich, or commercial developmentin Hoboken. He recalled being told to clear meetings with elected officials through IGA andwas told by Kelly not to meet, for example, with Jersey City Mayor Fulop.Constable did not have any role in the Governor’s reelection campaign. Constableconsiders himself to be “apolitical” in his role as DCA Commissioner.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Cradic Interview MemorandumOn March 7, 2014, Amy Cradic was interviewed by Alexander H. Southwell andSarah Vacchiano of Gibson Dunn. Cradic was not represented by counsel during theinterview. All information contained herein was provided by Cradic or as indicated. Theinformation in brackets was obtained from publicly-available sources, not from the interviewitself. Cradic has not read or reviewed the memorandum and has not adopted or approved itscontents. Southwell began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Cradic refrain from discussing the investigationand interview with others. Cradic stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Cradic attended New York University. She worked for the New Jersey Departmentof Environmental Protection before joining the Governor’s Office. Cradic was a SeniorPolicy Advisor before she became Deputy Chief of Staff, Policy and Cabinet Liaison inDecember 2013.]II.The George Washington Bridge EventsA.December 2013 Lunch with Deb Gramiccioni and Melissa OrsenCradic had lunch with Deb Gramiccioni, Cradic’s predecessor as Deputy Chief ofStaff, Policy and Cabinet Liaison, and Melissa Orsen, Chief of Staff to the LieutenantGovernor, on or about December 11 or 12, 2013. During lunch, Gramiccioni relayed aPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2conversation she had during a recent dinner with Bill Baroni, the former Deputy ExecutiveDirector at the Port Authority, in which Baroni alluded to the existence of some emails withBridget Kelly involving the lane realignment. Cradic specifically recalled that, upon hearingfrom Gramiccioni what Baroni had told her, both Cradic and Orsen told Gramiccioni that sheneeded to elevate the information to give others in the Governor’s Office a heads up.Cradic’s understanding of the information provided by Baroni was that Baroni did notpersonally have relevant emails, but that he knew about Kelly having emails.Cradic never had a conversation with Kelly about the lane realignment.B.December 13 Senior Staff MeetingCradic did not attend the December 13 senior staff meeting because she was not yet amember of senior staff at that time. Cradic thinks she assumed the position of Deputy Chiefof Staff, Policy and Cabinet Liaison on or around December 30 or December 31, 2013, atwhich point she became a member of senior staff. However, Cradic was officiallyannounced as Gramiccioni’s replacement as Deputy Chief of Staff, Policy and CabinetLiaison in a press conference in early December 2013.III.Superstorm Sandy AidA.Interactions with Hoboken Mayor Dawn ZimmerCradic was copied on a handful of emails throughout 2013 regarding flooding inwhich the Rockefeller Group was discussed. Following Hurricane Sandy, Cradic and Kellywere involved in planning flood map rollouts by impacted counties, in coordination with theFederal Emergency Management Agency (“FEMA”). Cradic was integral in planning aFebruary 14, 2013, meeting with mayors from impacted counties and FEMA, and sherecalled Marc Ferzan, head of the Governor’s Office of Recovery and Rebuilding (“GORR”),saying that Lori Grifa from Wolff & Samson wanted to attend the meeting.Cradic further recalled that at some point during the February 14, 2013mayors/FEMA meeting, Mayor Zimmer started to roll out large maps from what Cradic nowunderstands to be the Rockefeller Group. Cradic offered Mayor Zimmer to step intoCradic’s office, which was adjacent to the meeting conference room, so they could havemore space. Mayor Zimmer then laid the maps out on the table in Cradic’s office and thegroup went through the substance of the maps and Mayor Zimmer’s flood hazard concernsfor about ten minutes to a half hour.After the meeting, Cradic rolled up the maps and brought them to her Policy officecolleague Dave Reiner’s office, because Reiner was responsible for development/hazardPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTmitigation issues in Hoboken. Cradic recalled Reiner scanned and made digital copies of themaps and subsequently copied Cradic on an email that said there would be another meetingwith Mayor Zimmer on the issue of flood mitigation in Hoboken. Cradic did not participatein that meeting.Cradic explained that, as Senior Policy Advisor, her portfolio included environmentalland and as such, she was dealing with various flood issues and therefore she was stillworking on map issues, and Reiner therefore copied Cradic on the emails discussing floodingin Hoboken.Cradic was never involved in any discussion tying Hurricane Sandy aid to politicalsupport or political issues and is not aware of aid ever being tied to political support. As faras mayors were concerned, Cradic believed that the Governor’s Office was bending overbackwards to provide as much support as they could to affected municipalities.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Crifo Interview MemorandumOn January 21, 2014, and February 15, 2014, Nicole Crifo was interviewed byAlexander H. Southwell, Debra Wong Yang and Sarah Vacchiano of Gibson Dunn. Crifowas not represented by counsel during the interview. All information contained herein wasprovided by Crifo or as indicated. The information in brackets was obtained from publiclyavailable sources, not from the interview itself. Crifo has not read or reviewed thememorandum and has not adopted or approved its contents. Southwell began the interviewby administering the standard Upjohn warnings per Gibson Dunn protocol, and requestingthat Crifo refrain from discussing the investigation and interview with others. Crifo statedthat she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Crifo attended College of the Holy Cross and Rutgers University School of Law.Following law school, she clerked in the Appellate Division before joining LowensteinSandler in Roseland, New Jersey.]Crifo joined the Authorities Unit as Assistant Counsel on or about April 28, 2011.She was promoted to Senior Counsel around July or August 2012. Crifo left the AuthoritiesUnit on or about January 10, 2014, to serve as Deb Gramiccioni’s Chief of Staff at the PortAuthority.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2A.Role and ResponsibilitiesThe Authorities Unit oversees various independent authorities and serves as the mainpoint of contact between those authorities and the Governor’s Office. While working in theAuthorities Unit, Crifo was assigned to oversee various authorities, including the PortAuthority and NJ Transit. Overseeing these authorities, Crifo was responsible for reviewingboard meeting agenda items, attending committee and board meetings, and recommendingwhether or not the Governor should veto certain agenda items. She was also responsible forreviewing non-veto items, attending meetings with the various departments, reviewing travelrequests over $250.00, and approving hiring or backfill decisions.B.Reporting LinesDuring her tenure at the Authorities Unit, Crifo initially reported to Gramiccioni inher former role as Director of the Authorities Unit. When Gramiccioni left for maternityleave, Dave Reiner became acting Director and Crifo temporarily reported to Reiner. Inaround February 2012, Regina Egea replaced Gramiccioni as Director of the AuthoritiesUnit. Because Egea is not an attorney, Crifo was promoted to Senior Counsel and becamesecond in command to Egea in the Authorities Unit. Crifo reported to Egea until Crifo leftthe Authorities Unit in around January 2014.While at the Authorities Unit, Crifo interacted primarily with the Chief Counsel andPolicy offices.C.Interactions with the Office of Legislative and Intergovernmental Affairs(“IGA”)Crifo’s interactions with IGA varied depending on the issue. In the beginning of hertenure at the Authorities Unit, Crifo interacted with Bridget Kelly, who at the time wasDirector of Legislative Relations. When Kelly was promoted to IGA Deputy Chief of Staff,Crifo’s main IGA contacts were Christina Renna and Kieran Tintle. Crifo noted that shecould not figure out whom she needed to go to in IGA when Kelly was promoted to DeputyChief of Staff, so Crifo primarily went to Renna because she knew her better than Tintle.Crifo noted that she and Kelly both live in Bergen County and occasionally haddiscussions about local matters or their respective children.Crifo did not have much contact with Bill Stepien after he left the Governor’s Office.She probably met Stepien three to four times, and the nature of their relationship was to sayhello when they passed in the hallways.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3D.Interactions with the Port Authority of New York & New JerseyCrifo did not interact directly with the Port Authority until she became SeniorCounsel in the Authorities Unit in or around February 2012; it was only at that point sheassumed responsibility for the Port Authority after her predecessor, Joanna Jones, left theposition, leaving to Crifo Jones’s docket of authorities and commissions. At that point intime, Crifo’s main Port Authority points of contact were David Wildstein, Bill Baroni, andPhil Kwon. Crifo also interacted with Patrick O’Reilly before he was replaced by PhilippeDanielides. Crifo then regularly interacted with Danielides.In or around late 2013, Crifo’s Port Authority contacts were mainly Wildstein andKwon. In general, Baroni tended to interface directly with Egea, instead of Crifo, on mattersrelated to the Authorities Unit.Crifo generally interacted with Port Authority Chairman Samson only at boardmeetings. She said that she also may have spoken with him over the phone once.E.Interactions with the GovernorThe only time Crifo recalled meeting with Governor Christie was in September 2011,in the context of the Governor vetoing an agenda item from one of Crifo’s authorities.F.Interactions with the Governor’s CampaignCrifo took vacation time over a period of two afternoons to make campaign phonecalls on behalf of the Governor’s campaign, but was not otherwise involved in GovernorChristie’s reelection campaign.II.Chronology of the George Washington Bridge EventsA. Spring 2013Crifo was not aware of any efforts by the Governor’s reelection campaign to obtainFort Lee Mayor Sokolich’s endorsement in spring 2013, nor was she personally aware ofefforts to get the support of local elected officials.B. August 2013Crifo said that she gave birth to her second child on June 18, 2013, and was onmaternity leave from around June 14 through around September 9, 2013. Crifo did not recallcommunicating with the Governor’s Office while on maternity leave.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDuring her maternity leave, Crifo recalled communicating with Wildstein on fourseparate occasions:1. Wildstein sent Crifo a baby gift to her home; she sent back a thank you note;2. Wildstein called Crifo to relay drama between NY and NJ representatives at aPort Authority board meeting. Crifo characterized the drama as “fireworksamong commissioners” regarding a directive for the Executive Director andChairman to give internal reports. Crifo said Wildstein called because he wantedsomeone to appreciate the “drama,” which included various commissionersyelling at each other during the board meeting;3. Wildstein forwarded Crifo a copy of a report from the Port Authority; and4. Wildstein followed up on the report asking Crifo if they could discuss. Criforecalled this was around September 3 and she responded to Wildstein that shewould be back from maternity leave on September 9.C. September 9–13, 2013 – George Washington Bridge Lane RealignmentCrifo returned from maternity leave on September 9, 2013, and recalled becomingaware of the Fort Lee traffic issues upon receiving a call from Jeanne Ashmore, the Directorof Constituent Relations, at some point during that week. Ashmore told Crifo thatConstituent Relations had received a handful of inquiries regarding Fort Lee traffic andasked Crifo what the deal was. Crifo explained that the Office of Constituent Relationsroutinely receives public inquiries, and on occasion passes those inquiries on to other parts ofthe Governor’s Office. Crifo recalled telling Ashmore to call Wildstein for moreinformation. She did not recall whether she joined Ashmore on the call with Wildstein, orheard back from Ashmore as to what Wildstein said, but recalled that Wildstein responded itwas not an issue that would concern the Governor’s Office.Sometime around early December 2013 (or possibly late November), Crifo recalledrunning into Ashmore in the parking garage. In that interaction, Ashmore asked if Criforemembered calling Wildstein with Ashmore to ask Wildstein about the Fort Lee trafficissue, and Wildstein responding that was not an issue that concerned the Governor’s Office.Crifo could not specifically recall whether she was on the call with Wildstein, butcharacterized his response as unsurprising given that Wildstein often focused on “division ofresponsibility.”At some later point, Crifo recalled telling Egea that Ashmore reached out to Crifoaround the time of the lane realignment regarding some public inquiries concerning the FortPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5Lee traffic issues. Crifo recalled that Egea responded that the Governor’s Office would nothave involved itself with such operational issues within the Port Authority.1.9/11 Memorial EventCrifo was aware of the 9/11 Memorial event, primarily because she was unable toreach anyone that day at the Port Authority as they were all out of the office at the event.Crifo did not personally attend the 9/11 event, and did not have any discussions with anyoneabout the 9/11 event.2.Patrick Foye’s EmailCrifo recalled that Egea forwarded Foye’s September 13 email to Crifo, and Crifogenerally recalled discussing the email with Egea, but not with anyone else. Crifo did notrecall talking to Egea about the substance of the allegations in Foye’s email. Crifo alsoremembered discussing with Egea why Foye wrote the email and how it got leaked.D. September 17, 2013 and October 1, 2013 Wall Street Journal ArticlesCrifo did not recall whether she saw the September 17, 2013 article about the FortLee traffic issue, but speculated that she probably received the article in a Google alert forthe Port Authority. However, Crifo specifically remembered seeing the October 1, 2013Wall Street Journal article in which Foye’s email was published, because she recalled beingstruck that the October 1 article did not redact Port Authority Vice Chairman Scott Rechler’semail. However, she did not specifically recall the substance of the Wall Street Journalarticle and had no distinct memory of reading it.The first time Crifo recalled hearing about a traffic study was when she read Foye’semail, which referenced a traffic study. Crifo recalled bringing up the issue with Wildsteinin his office, and asking Wildstein what was the deal with Fort Lee. Crifo said that thismeeting likely took place after the October 1 article was published. Crifo recalled thatduring that meeting, Wildstein stated that it had always bothered “us” that Fort Lee had threededicated lanes, and they wanted to study how realigning the lanes would affect traffic.Crifo said that she was not sure who “us” referred to, but she assumed Wildstein wasreferring to the Port Authority.Crifo did not recall having a discussion with Baroni about Foye’s email or thesubsequent articles.Page 6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTE. October 7, 2013 – Port Authority Committee MeetingCrifo recalled hearing from either Egea or Wildstein about Senator Weinberg’srequest to speak at the Port Authority committee meeting on October 7, 2013. Crifo recalleddiscussions taking place in the Governor’s Office about Senator Weinberg’s request.Egea informed Crifo over the weekend (October 5-6) or Monday morning (October7) that Senator Weinberg would be speaking at the committee meeting.Crifo attended the meeting of the Port Authority Committee on Governance andEthics in Jersey City on October 7, 2013. Wildstein also attended, but Crifo did not meetwith Wildstein in his office before or after that particular committee meeting.Crifo had a general recollection that Senator Weinberg’s comments during thecommittee meeting referred to the Fort Lee traffic issue. Crifo recalled that SenatorWeinberg asked pointed questions about the Fort Lee issue, including what the breakdown ofcommunication was and how the Port Authority planned to avoid making the same mistakeagain.After the committee meeting, Crifo called Egea and gave her a report on how themeeting went.Crifo recalled subsequently seeing documents stating that prior to the October 7,2013 meeting, Ashmore received a letter from Senator Weinberg about the Fort Lee trafficissue.F. October 16, 2013 – Port Authority Committee MeetingCrifo attended the Port Authority board meeting at the Port Authority’s Manhattanoffice on October 16, 2013. Crifo recalled Senator Weinberg also attended the boardmeeting and spoke again, but that Senator Weinberg mainly repeated her statements from theOctober 7 Port Authority committee meeting.Crifo recalled being surprised that Senator Weinberg was allowed to attend the pressgaggle after the board meeting, which is usually reserved for members of the press, not thepublic.Crifo noted that she routinely met with Chairman Samson and Wildstein on days sheattended board meetings at the Port Authority. Crifo stated that the Port Authority assignsseats at board meetings and recalled that Crifo’s seat was next to Wildstein at the October 16board meeting. She did not recall communicating with Wildstein about Fort Lee during thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7meeting. She remembered being copied on an email Wildstein sent to a group of peopleduring the course of one meeting saying that Senator Weinberg would be speaking at anupcoming committee meeting.G. November 20131.November 13, 2013 – Port Authority Board MeetingCrifo attended the Port Authority board meeting in Jersey City on November 13,2013. Crifo recalled that, in addition to Senator Weinberg, Assemblyman Gordon Johnson,Assemblyman John Wisniewski, and Bergen County Freeholder Jim Tedesco were all inattendance and addressed the Board. Crifo recalled that, during the press gaggle after theboard meeting, Foye made a statement that the Fort Lee traffic issue was “under internalreview.”Crifo recalled talking to Egea after the meeting to tell her that Senator Weinbergcalled out each of the commissioners by name.Chairman Samson did not attend the press gaggle, which Crifo recalled being a focusof frustration for the press. At this point, only Foye had talked during the press gaggles—saying the issue was under internal review—and whenever Baroni was questioned about theissue, he deferred to Foye.After the press gaggle, Crifo met with Samson in Samson’s office. Baroni andWildstein joined shortly thereafter. Before Baroni and Wildstein arrived, Crifo told Samsonabout the press focus on the Fort Lee traffic issue at the press gaggle. Samson agreed andtold Baroni that he needed to make a statement explaining what he did and admitting thatthere had been a communication failure. Samson felt that the tone of the statement needed tobe like a mea culpa.Crifo called Egea as she was leaving the meeting to give her the latest update and tellher that they were discussing Baroni issuing a public statement or testifying. After Crifospoke with Egea, she recalled talking to Baroni on her cellphone as she drove home. Sherecalled asking him if there was anything else that she needed to know about Fort Lee.Baroni responded that there was nothing else. Crifo added that the issue had always beenpresented to her by Baroni and Wildstein as a legitimate traffic study.2.Crifo Accepts a Position at the Port AuthorityAt some point, Crifo had lunch with Gramiccioni. At that lunch, Gramiccioni toldCrifo that Gramiccioni was under consideration to be Baroni’s replacement. Crifo recalledPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8joking with Gramiccioni that if Gramiccioni were moving to the Port Authority, she wantedGramiccioni to take Crifo with her.Crifo recalled that the Governor asked Gramiccioni to be Baroni’s replacement atsome point before Gramiccioni left to attend a wedding. When Gramiccioni returned, shecalled Crifo into her office and asked Crifo to come with her to the Port Authority asGramiccioni’s Chief of Staff. Crifo recalled that this conversation took place beforeThanksgiving.H. November 20131.Review of Baroni’s Draft TestimonyBaroni asked Crifo and Egea to review his hearing testimony before the November 25Assembly Transportation Committee hearing. Crifo recalled it was mainly Egea who madecomments on Baroni’s testimony.Crifo recalled two conference calls about Baroni’s testimony, which Crifo took inEgea’s office.Crifo recalled that Egea, Baroni, Wildstein, and Danielides were on the firstconference call, which Crifo thought took place on or about November 19, 2013. Criforecommended to Egea that they should loop in Danielides because, in Crifo’s opinion,Danielides’s approach made the most sense—like Crifo, he also believed the Port Authorityshould just put out a statement to address the lane realignment issue and then try to move on.Crifo said that Egea took the lead in providing comments, suggesting to Baroni thatthe statement should be concise and direct. Baroni, however, felt strongly that the statementshould include the history of the lane realignment. As a meet-in-the-middle approach,Danielides recommended a short statement with an appendix that would include allsupporting background information that Baroni wanted to include.Egea told Baroni to make the business case. Crifo recalled saying the testimonyneeded to communicate the core point Baroni was making: that the Port Authority wasstudying the impact on traffic.Crifo recalled Egea, Charlie McKenna, and Kwon participated in the secondconference call. Egea, Crifo, and McKenna took the call from Egea’s office. Crifo said itwas always her understanding that Egea would talk to McKenna about the testimony, as theChief Counsel’s office would typically be in the loop before a legislative hearing. Criforecalled McKenna stating that, as he understood it, the Port Authority had a legitimate reasonfor not broadly communicating about the traffic study because it might have skewed thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9results. McKenna was focused on making sure the testimony gave the legitimate reasonsbehind the traffic study. Crifo commented that it made sense to her that the Port Authoritywould not have told people about the study because the stated purpose was to assess theimpact on the actual traffic. During the call, Crifo said that they also discussed who wouldattend the hearing with Baroni and they were considering whether Kwon should go.Crifo remembered asking Egea if she should give Kelly a copy of Baroni’s testimony.Egea said yes, they should loop in Kelly because it was a local issue. Crifo gave Kelly acopy of the proposed testimony and told Kelly that Egea and Crifo suggested that Baroniemphasize the business case, and not the history behind the lane realignment, as Baroniwanted to do. Crifo recalled Kelly saying she agreed with Baroni—the testimony should layout the history behind the lane realignment, because that was what happened and that was thestory. Crifo relayed Kelly’s opinion back to Egea.The extent of Crifo’s interactions with Kelly on the lane realignment issue washanding Kelly a copy of Baroni’s testimony. Crifo never separately discussed the issue withKelly.Looking at the handwritten comments on a draft copy of Baroni’s testimony releasedpublicly by the Select Committee on Investigation, Crifo confirmed which of the handwrittencomments belonged to her. Crifo also explained what the comments meant. All of thecomments were consistent with how Crifo described what she had been trying to effectuatethrough her comments on Baroni’s draft testimony.2.November 25, 2013 – Baroni’s TestimonyCrifo listened to the November 25, 2013 hearing from her office. Crifo thoughtBaroni generally did a good job.After the hearing, Crifo spoke to Wildstein to say she thought Baroni’s testimonywent well, but that she was frustrated Baroni did not explain the reason for the lack ofcommunication beforehand—that telling people would have skewed the results of the trafficstudy. Within the Governor’s Office, Crifo said that she probably talked about the testimonywith others who came by her office, because she listened to the testimony throughout theday.Crifo did not recall ever speaking with Baroni about his testimony after it occurred.I. December 2, 2013 – Press ConferenceCrifo recalled the December 2, 2013 press conference as the first time she knew theGovernor was aware of the Fort Lee traffic issue. She recalled being struck by the fact thatPage 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe Governor was even being asked questions about the lane realignment at all. Crifo saidthat, even as Senior Counsel, this was not an issue she would have involved herself in, so itseemed even more ridiculous that the Governor was having to field questions on the issue.She recalled that the Governor’s sarcastic answer about being the one to move the conestherefore seemed to her to be an appropriate response.J. December 4, 2013 – Port Authority Board MeetingCrifo attended the Port Authority board meeting at the Port Authority’s Manhattanoffice on December 4, 2013, and recalled Senator Weinberg and Assemblyman Johnsonattending. Assemblyman Johnson testified about the December 1, 2013 toll increase andhow it was more expensive to cross the bridge.During the press gaggle afterwards, Crifo recalled that the press asked question afterquestion about the lane realignment. Foye stated that he stood by his email and would testifyabout the lane realignment issue on December 9, 2013.After the press gaggle, Crifo went to the Chairman’s office to meet with Foye,Baroni, and Danielides. Samson confirmed that Foye was going to testify so as not toprolong the issue. Crifo observed that Baroni seemed anxious about Foye testifying.K. December 6, 2013 – Wildstein’s ResignationCrifo said that the last time she saw Wildstein prior to his December 6, 2013,resignation was on December 4, 2013, at the Port Authority board meeting. After thesubsequent gathering in Chairman Samson’s office, Crifo went to Wildstein’s office to saygoodbye before she went home. Crifo remembered that Wildstein was in his office with thepresident of the Port Authority Police Benevolent Association and a few other people whomshe did not specifically recall. Crifo did not discuss anything about the traffic issue withWildstein.Crifo recalled that on Friday, December 6, 2013, Gramiccioni told her confidentiallythat McKenna told Wildstein he had until 5 p.m. to resign.Crifo did not speak to Wildstein on the date of his resignation and said that she hasnot spoken to him since.L. December 9, 2013 – Wisniewski Committee HearingCrifo was not involved in preparing testimony for the Assembly Committee Hearingon December 9, 2013. She listened to the hearing online in her office. Crifo recalled thatDurando’s testimony was the first time she heard that realigning the Fort Lee access lanesPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 11may not have been an appropriate way to do a traffic study. Crifo recalled talking to Egeaabout the December 9 hearing, and said that she may have also discussed the hearing withKwon. She did not recall the substance of those conversations.M. December 11 to 12, 2013Crifo recalled a December 11, 2013 meeting with Gramiccioni during which theydiscussed logistics of Crifo’s and Gramiccioni’s transition from the Governor’s Office to thePort Authority. She recalled having several general discussions that week about staff thatthey would bring with them, among other topics.When asked about a December 12, 2013 calendar entry reflecting a meeting that daybetween Crifo and McKenna, Crifo did not initially recall what this meeting would havebeen about. On further reflection, she believed the meeting was likely about an unrelatedissue—namely the Water Supply Authority’s request for a $1.91 annual increase percustomer.N. December 13, 20131.Senior Staff MeetingCrifo did not attend the senior staff meeting on December 13, 2013, as she was notsenior staff. However, Crifo did attend the press conference that followed later that day.2.Press ConferenceDuring the morning of the December 13, 2013 press conference, Gramiccioni calledCrifo about a departure issue Baroni had concerning indemnification by the Port Authority.Crifo recalled that Gramiccioni was supposed to be out of the office that day at a doctor’sappointment but decided to come in because the Governor was announcing her as Baroni’sreplacement at the press conference. Crifo said that she handed the indemnification issue offto others to handle.Shortly before the December 13 press conference, Crifo recalled seeing Kelly withStepien and O’Dowd. She remembered thinking it was odd that Stepien was at theGovernor’s Office, because he had already left for the campaign at that point. Crifo recalledthat Kelly appeared “upset.”After the press conference, Crifo wanted to leave the office early, and she haddecided to exit through a back door that was reachable only by going through Kelly’s office.Kelly was in her office with someone else sitting there, but Crifo did not recall who. Criforecalled that Kelly seemed distracted. Crifo asked Kelly if she could go out through heroffice, and Kelly just nodded in response.Page 12PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTLater that day, Crifo was talking to Ashmore about an unrelated matter when shereceived a call from Wildstein on her Blackberry. She recalled asking Ashmore if she shouldtake the call; Ashmore suggested that she not. Crifo did not take the call. At that point intime, she was unaware of the emails between Kelly and Wildstein.In an Authorities Unit staff meeting after the December 13, 2013 press conference,Egea recounted to the Authorities Unit staff that the Governor had grilled the senior staff inthe meeting.After Baroni resigned, Gramiccioni requested that Crifo reach out to Baroni aboutPort Authority operational issues, including the promotion of two employees and the capitalplan and operating budget. The only subsequent discussion Crifo had with Baroni about thelane realignment issue was in reference to Baroni’s retention of Lowenstein Sandler, whenCrifo told Baroni that she previously worked at Lowenstein.After that, in late December 2013, Crifo exchanged text messages with Baroniextending seasons’ greetings and related pleasantries. Baroni initiated the text messages.O. January 8, 2014Crifo said that she was attending a board meeting at NJ Transit on January 8, 2014when she first learned about the publication of Kelly’s August 13, 2013 email to Wildstein.She recalled receiving a text from the Chief of Staff at NJ Transit containing a link to a PDFdocument and asking Crifo if she had seen the breaking news. Crifo sent the PDF documentto Gramiccioni, then texted Egea to ask if Egea had seen the news. Egea responded that shehad not seen the news, so Crifo forwarded her the text with the PDF link. Crifo then went tothe NJ Transit Chief of Staff’s office and printed out the Wildstein/Kelly email.The Chief of External Government Affairs at NJ Transit came into the Chief ofStaff’s office and told Crifo there were two mentions of “Nicole” in the documents (oncewhen Crifo said Baroni did well during the November 25 hearing; the other where Baroniwas writing Wildstein to tell him to check his Gmail account to see if Crifo had something).Crifo did not recall if she went home or to Trenton after she left NJ Transit, but she thinksshe probably went home.Crifo noted that she was still working at the Governor’s Office on January 8, 2014,but Gramiccioni had already transitioned to the Port Authority. Crifo did not attend thegathering at Drumthwacket on January 8 after the news story broke.Page 13PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTP. January 9, 2014 – Press ConferenceCrifo attended a Port Authority Finance and Operations committee meeting onJanuary 9, 2014. During that meeting, Crifo recalled receiving an email sent to all those whoworked at the State House staff telling everyone to avoid downstairs because it was going tobe busy.Crifo’s husband texted her about the Governor’s press conference. Crifo went toGramiccioni’s office at the Port Authority and watched the end of the Governor’s pressconference with Gramiccioni and Kwon.III.Document Retention NoticesCrifo started her new job at the Port Authority on January 13, 2014. Crifo receivedthe January 10, 2014 document retention notice before she left the Governor’s Office andasked her assistant to preserve her documents in compliance. Crifo is in compliance with thedocument retention notices.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Cunningham Interview MemorandumOn January 28, 2014, Timothy Cunningham was interviewed by Reed Brodsky,Rachel Brook, and Christian Hudson of Gibson Dunn. Cunningham was not represented bycounsel during the interview. All information contained herein was provided byCunningham or as indicated. Cunningham has not read or reviewed the memorandum andhas not adopted or approved its contents. Brodsky began the interview by administering thestandard Upjohn warnings per Gibson Dunn protocol, and requesting that Cunninghamrefrain from discussing the investigation and interview with others. Cunningham stated thathe agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundCunningham is originally from Trenton, New Jersey. In 1994, he graduated fromLawrence University with a bachelor’s degree in accounting. In 1996, he obtained an MBAdegree from Rider University. After graduating, Cunningham worked in accountingpositions in the telecom industry. In approximately 1998, he began working in the CriminalAuthority of Mercer County, where he worked for several years. Cunningham then beganattending the night program at Rutgers School of Law – Camden, obtaining his J.D. in fouryears. During his third and fourth years of law school, he worked as a law clerk doingmunicipal debt work. Cunningham continued working at this job after graduating lawschool, working there for a total of three years. He was then appointed to be the DeputyCounty Administrator of Passaic County, where he was responsible for the day-to-dayoperations of an approximately $400 million budget and approximately 1,800 employees. Inthis position, Cunningham also ran the jail, hospital, finances, human resources, andpurchasing tasks.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2In 2011, Cunningham began as a Policy Advisor in the Governor’s Policy Office.After about two years, Hurricane Sandy hit, and Cunningham was asked to switch to theGovernor’s Office of Recovery and Rebuilding (“GORR”), which he did. Cunningham’scurrent title is Senior Policy Liaison, and he is responsible for developing programs andmaking sure federal funds are used in a completely objective manner. Cunningham handlesthe day-to-day running of GORR, which involves a large amount of direct interaction withconstituent and governmental stakeholders. Cunningham focuses on the Hazard Mitigationprograms, and deals with insurance, local governments, community capacity, and relatedissues. He is not responsible for any specific geographical area.II.Involvement With Sandy Aid Programs and Regular MeetingsA.Weekly Sandy Recovery Unit Meetings with Governor ChristieCunningham often attends the weekly Sandy aid working group meetings attended bythe Governor. He estimated that he has attended about a dozen of these meetings. Rightafter Sandy hit, Cunningham was working from a field office, so he was not around theoffice to attend these meetings. Since he has returned to the Governor’s office building inTrenton, he attends. These meetings usually last approximately ninety minutes.Cunningham has never heard in any of those meetings that Sandy aid was tied to thepolitical party of mayors or an endorsement of Governor Christie. Sandy aid allocation wasnot tied to private development in these meetings either. And Cunningham did not recallever hearing of the Rockefeller Group project in these meetings, though he recalled hearingdiscussion of LCOR. Cunningham has never heard anyone in the Christie administrationstate that Sandy aid was tied to endorsements, politics, or private development.Cunningham also said that he did not recall Hoboken coming up during the weeklySandy recovery meetings he attended.B.Working Group Meetings Without Governor ChristieCunningham explained that, in New Jersey, there are a variety of working groups,modeling the Sandy recovery programs off of the National Disaster Recovery Framework(“NDRF”) of FEMA with goals towards long-term recovery. These working groups includethe transportation working group, the environmental working group, the banking insuranceworking group, the hazard mitigation working group, the community capacity buildingworking group, and several others.Cunningham attends the working group meetings related to hazard mitigation andlocal government programs, and politics, development, and endorsements were not tied toSandy aid in any of these meetings. Cunningham pointed out that the participants in theworking groups are not politicians. They are representatives from GORR and departmentalPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3offices, commissioners (such as Commissioner Bob Martin of the Department ofEnvironmental Protection), and other state officers that assist in day-to-day activities on theground. There is collaboration with a very large group of people.III.Post-Sandy Interactions with Mayor Dawn ZimmerCunningham first met Mayor Zimmer in the spring of 2012 (possibly June) at ameeting with Mayor Zimmer and Commissioner Richard Constable of the Department ofCommunity Affairs (“DCA”) regarding the Hoboken housing authority. The meeting tookplace in counsel’s conference room at the State House, and he recalled other senior membersof the Christie Administration being present, but he did not recall who specifically.Cunningham remembered conversations about the LCOR transit projects in southern NewJersey. Cunningham said that nothing notable occurred at the meeting. Mayor Zimmerseemed appreciative of the administration’s efforts for Hoboken at the time.Cunningham also recalled attending a meeting subsequently in room 252 of the StateHouse. He did not remember exactly when the meeting occurred because he was extremelybusy around this time after Sandy hit. He said that Marc Ferzan, Terry Brody, and he (allfrom GORR) met with Mayor Zimmer to discuss Hoboken’s recovery efforts. The Mayorwas pressing for flood pumps that would cost between $70 million and $90 million. Thepumps were just one component of Hoboken’s requests in its Letters of Intent (“LOIs”).During this meeting, they also discussed with the Mayor how the Hoboken brownstonescould not be elevated, and there was conversation about flood insurance rates on basementapartments. Another focus of the meeting was the damage and challenges faced by Hobokenand how rebuilding structures was not a solution to these issues. The goal discussed duringthe meeting was the prevention of chronic flooding of the city.Cunningham had seen Mayor Zimmer’s May 8, 2013 letter in her press accounts. Hehad no recollection of anyone ever telling Mayor Zimmer or others that “there will be noHazard Mitigation funding for Hoboken,” as her letter states. Cunningham remembered thatMayor Zimmer was told that the Governor’s office did not believe it would be possible tobuy the floods pumps that she had requested for $70 million plus, and even then MayorZimmer was not denied the pumps outright. She was told that there was limited money and alarge amount of need, and she was advised to seek Public Assistance funding since theStafford money Mayor Zimmer was requesting was limited and subject to the FEMA federalguidelines. There was also no discussion of tying Sandy aid to development, politics, orendorsements.Cunningham said that a couple of months ago, he attended an event for Rebuild byDesign, and Mayor Zimmer was there. She called him over to speak with a group of peoplefrom OMA, the team working on the Hoboken project, and she said something along thelines of you guys should be all over this. Cunningham remembered going into a room withPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4the OMA team where they presented their plans using diagrams at Mayor Zimmer’s request.After listening to the presentation, Cunningham said the conversation dissolved. This is thelast conversation that he recalled having with Mayor Zimmer.Cunningham saw Mayor Zimmer upon occasion in hallways and would chat brieflyabout social things, but he did not recall other meetings with the Mayor about Sandy aid.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Daleo Interview MemorandumOn Thursday, February 6, 2014, Eric Daleo was interviewed by Alexander H.Southwell and Sarah Vacchiano of Gibson Dunn. Daleo was not represented by counselduring the interview. All information contained herein was provided by Daleo or asindicated. The information in brackets was obtained from publicly-available sources, notfrom the interview itself. Daleo has not read or reviewed the memorandum and has notadopted or approved its contents. Southwell began the interview by administering thestandard Upjohn warnings per Gibson Dunn protocol, and requesting that Daleo refrain fromdiscussing the investigation and interview with others. Daleo stated that he agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundPrior to joining the Governor’s Office of Recovery and Rebuilding (“GORR”), Daleowas a litigation associate in the New Jersey office of Patton Boggs LLP and part of the firm’sinternational complex litigation practice. Daleo previously clerked for New Jersey SupremeCourt Associate Justice Barry Albin. He graduated with high honors from Rutgers School ofLaw - Camden, where he served as managing editor of the Rutgers Law Journal and as aLegislative Fellow at Rutgers’ Eagleton Institute of Politics.A.Role & ResponsibilitiesDaleo joined GORR on January 24, 2013 as a Special Advisor to the Governor.Daleo was a former student of Ferzan’s wife, Kim Ferzan, and became aware of the openingat GORR through Ferzan’s wife.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Daleo is responsible for overseeing long-term Superstorm Sandy recovery goals. Inthis role, Daleo advises on energy and infrastructure issues, works with agencies on anongoing basis, and assists in the creation of new Sandy recovery programs and initiatives, aswell as the implementation and monitoring of existing initiatives.Daleo reports directly to Marc Ferzan and Terry Brody.1.Interactions with the Governor’s OfficeWithin the Governor’s Office, Daleo principally interacts with Regina Egea in theAuthorities Unit, Amy Cradic in the Policy Office, and historically interacted with BridgetKelly in the Office of Legislative and Intergovernmental Affairs (“IGA”) on certain issues.Daleo routinely provides Egea with updates and reports on transportation andinfrastructure initiatives. In the year following Superstorm Sandy, Daleo attended bi-weeklyworking meetings with various agencies and senior staff.Prior to Cradic’s appointment as Deputy Chief of Staff for Policy and Planning,Daleo interacted with Cradic in her role as Senior Policy Advisor in the Policy office. Daleostated that he interacts frequently with the Policy and Chief Counsel offices on issues thatarise and need additional attention. Daleo also interacted with Deb Gramiccioni as Cradic’spredecessor.Daleo communicated with Kelly regarding specific municipalities or issues thatmunicipalities were dealing with, as well as general issues involving constituent relations.Daleo also coordinated with Kelly for events with the Governor and other agencies.On average, Daleo interacted with Kelly once every two weeks. His interactions withKelly were brief. Daleo and Kelly both attended bi-weekly or monthly meetings with IGAstaff.Daleo did not have a social relationship with Kelly outside of the office.2.Interactions with the Port AuthorityDaleo regularly interacted with the Port Authority on Sandy damage issues, energyinitiatives, and transportation and transit issues. GORR interacts with the various authoritieswithin the existing framework of the State House, and so Daleo’s interactions with the PortAuthority are channeled through the Authorities Unit as an intermediary. Daleo coordinatedwith Nicole Crifo and Peter Simon in the Authorities Unit on Port Authority issues. JaredPelosio was Daleo’s main contact at the Port Authority. Daleo also interacted with BillBaroni on a collaborative energy initiative and also occasionally spoke to Baroni by phonePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3about Sandy recovery issues for which GORR needed data or information. Daleo did notinteract with David Wildstein.3.GORR Partnerships with Private DevelopersDaleo stated that, given state funding limitations for Sandy recovery, one of GORR’smajor challenges is identifying public/private partnerships and taking advantage of alternateSandy funding sources. Because of these funding limitations, any development discussionsDaleo engages in take place in the context of how GORR can use partnerships with theprivate sector to achieve greater resiliency.Daleo underscored that GORR does not exhibit political favoritism for onedevelopment project over another. In his role as Special Advisor, Daleo is not in a positionto know whether certain partnerships are favored over others. For example, Daleo remarkedthat NJ Transit has a contractual relationship with LCOR. Since Daleo has been withGORR, he has met with hundreds of contractors, from concrete suppliers to large scaledevelopers, and GORR endeavors to be inclusive in the process of selecting developmentpartnerships.a.Rockefeller Development GroupDaleo interacted with Lori Grifa and the Rockefeller Development Group as part ofthese discussions on incorporating mitigation plans from private partnerships into theresiliency plans. Daleo emphasized that GORR met with other developers too, includingLCOR.Regarding an email between Daleo and David Zimmer of the Rockefeller Foundation,Daleo explained that it concerned a long-term water services grant Hoboken obtained fromthe Rockefeller Foundation, a non-profit organization with no connection to the RockefellerDevelopment Group. Daleo further confirmed that the “Elle” Daleo referred to in the emailto Zimmer is a representative of the Rockefeller Foundation.II.Hoboken Infrastructure OutreachA.January 22, 2013: Mayor Zimmer’s Letter to Governor ChristieDaleo stated that when he joined the Governor’s Office on January 24, 2013, GORRwas in a state of flux. Daleo explained that the office was organizing working groups duringthe timeframe and that the city of Hoboken naturally came up early in the dialogueconcerning repetitive flood communities and how to address those issues.Daleo did not recall being presented with Mayor Zimmer’s January 22 letter on hisfirst day in the office on January 24, but speculated that it was likely he received MayorPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4Zimmer’s letter at some point as he is responsible for issues related to flood mitigation andflood protection, which fall under infrastructure and energy initiatives. Daleo alsocommented that Mayor Zimmer sent a series of letters to the Governor’s Office.B.February 7, 2013: Ferzan Email Regarding Mayor Zimmer’s Letter tothe GovernorDaleo explained that at this point in time, he was focused on getting up to speed andmanaging the four working groups that were originally assigned to him, each involving arange of issues. As a result, Daleo did not follow up with Zimmer at this time. Daleo statedthat subsequent to this time period, Daleo was assigned to follow up on particular issues, butin early February 2013, he did not even know the significance of a road project.C.February 27, 2013: Ferzan Email to Daleo Regarding the RecoveryMeetingDaleo did not recognize Ferzan’s email to Daleo dated February 27, 2013, butspeculated that if Ferzan was referring to DOT Commissioner Simpson regarding NJ Transit,this email might not have been about Hoboken specifically. Daleo explained that Hoboken’sNJ Transit terminal sustained substantial Hurricane Sandy damage and Daleo recalled GORRwas working on NJ Transit’s resiliency project at that time.D.March 12, 2013: Transportation Working Group Meeting at State Housewith Mayor ZimmerDaleo attended a March 12, 2013, meeting with Mayor Zimmer and NJ Transit, DOTand PATH regarding mitigation strategies for the Hoboken Terminal. Daleo remarked thatGORR’s general purpose when meeting with the transportation working groups was to focusthe various agencies on specific issues and get them to coordinate with each other. Forexample, the March 12 meeting involved PATH assets, NJ Transit assets, and stateroadways, which in the ordinary course of business would be three separate projects, and soGORR’s goal was to bring everyone to the table to coordinate activities in Hoboken.Daleo stated it was difficult to recall specific meetings with Mayor Zimmer becausehe attended a series of meetings with Mayor Zimmer; however, Daleo recalled this particularmeeting because Mayor Zimmer brought a big map of Hoboken prepared by the RockefellerDevelopment Group for its design of Hoboken’s flood mitigation strategy. Daleo said thatMayor Zimmer presented the map at the meeting and indicated that she felt NJ Transit’sinfrastructure contributed to the flooding of the Hoboken Terminal during Hurricane Sandy.Mayor Zimmer said that developers had proposed that Hoboken construct flood walls, andshe therefore was advocating that Hoboken’s resiliency project incorporate flood wallsaround the Hoboken NJ Transit Terminal. Daleo explained that Mayor Zimmer’s plan wasPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5inconsistent with the transportation uses of the Hoboken Terminal, and furthermore, MayorZimmer did not have any studies supporting the effective use of flood walls.Daleo emphasized that Mayor Zimmer had multiple iterations of Hoboken’s floodmitigation plan, and in Daleo’s opinion, Mayor Zimmer had not been consistent with any ofthe plans she has proposed.E.April 26, 2013: Urban Area Outreach Meeting[On April 26, Daleo met with Mayor Zimmer, DEP Chief Advisor Ray Cantor andDEP Assistant Commissioner for Land Use Marilyn Lennon regarding Sandy-relatedchallenges unique to urban areas.]Daleo explained that following Hurricane Sandy, DEP adopted flood hazardregulations that impact various communities differently. As part of implementing theseregulations, Daleo met with various stakeholders; after the regulations were adopted, JerseyCity and Hoboken contacted DEP directly to request a meeting specifically regarding theregulations. Daleo added that DEP faced challenges when they designed the flood hazardregulations because the regulations were not being designed for any one town in particular.Hoboken and Jersey City had different concerns about the regulations. Jersey City wasconcerned that a lot of the development it had slated would not be economic to pursuefollowing adoption of the regulations. Hoboken had a separate concern that requiringelevation would remove the “downtown feel” of the community. In addition, both JerseyCity and Hoboken had more specific concerns about individual parts of the regulations.Daleo recalled that the conversation was mainly between Mayor Zimmer and DEP.Daleo stated that his purpose for being at the meeting was to show Mayor Zimmer that theywere concerned about the challenges the regulations posed to urban areas like Hoboken andJersey City and wanted to work with the urban areas to address these issues. At the end ofthe meeting, Daleo said that GORR was interested in an ongoing collaboration with JerseyCity and Hoboken, and specifically briefed the attendees on the relevant initiatives that theoffice had been working on (GORR retained six universities to study flood mitigationmeasures and to identify long and short terms solutions for urban communities). Daleoremarked that GORR decided early on that there was a perception in urban and rural areasthat these areas were not part of the recovery initiatives, which was not true. Furthermore,GORR realized that projects by the Army Corps of Engineers do not cover northern areas(such as Hoboken and Jersey City) or Cumberland County, and so GORR initiated theseuniversity studies to focus on these areas. The purpose of this meeting was to communicatewith Mayor Zimmer that GORR intended to collaborate with the Army Corps to implementrecovery projects in Hoboken.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6F.FEMA Hazard Mitigation Grant Program (“HMGP”)1.Section 406 Hazard Mitigation FundingDaleo explained that FEMA’s reimbursement policy contains a FEMA fundingformula that allows a percentage of a facility’s damage costs to be given to the applicant toincorporate mitigation measures into the facility. For example, if a building sustains flooddamage, public assistance funds can be used to repair the building, and then Section 406funds can be applied to elevate the building to mitigate future flooding. The Office ofEmergency Management (“OEM”) processes the applications for Section 406 funds andmoves the application process along.GORR’s role is to facilitate and help people access hazard mitigation funding. Daleoexplained that both Section 406 and public assistance funds are the only unlimited pots inSandy recovery funding (both go directly to the grantee and do not come from the state), soearly on, GORR adopted a policy to encourage the use of Section 406 funding.Daleo stated that after Hoboken sustained Sandy-related damage, Mayor Zimmersought funding for three pump stations which amounted to a tenth of the state’s allocation forhazard mitigation funding. As an alternative, GORR proposed a hazard mitigation projectthat contemplated the collective installation of all pump stations throughout the city tomitigate damage to all damaged buildings, not just a select few. On May 2, 2013, GORRorganized a meeting in the State House with William Vogel, the Federal CoordinatingOfficer from FEMA, Gracia Szczech from FEMA, and Mayor Zimmer to discuss GORR’sproposed 406 hazard mitigation project.Daleo stated that GORR’s proposed hazard mitigation project was ultimatelyunsuccessful, in part because Mayor Zimmer stopped returning calls from acting DEPDeputy Commissioner Michele Siekerka. Daleo underscored that GORR can only go so faras suggesting hazard mitigation projects and coordinating with various agencies; ultimatelythe city has to work with FEMA to implement the plan. It was therefore Hoboken’sresponsibility to follow up with other authorities on the Section 406 funding plan, and MayorZimmer’s office did not follow up on the proposed Section 406 hazard mitigation project forpump stations. Daleo did not know why Mayor Zimmer stopped responding to DEP, but hisperception was that the Hoboken Mayor’s Office was overwhelmed and understaffed, andMayor Zimmer did not have relationships with agencies and authorities.2.HMGP Energy Allocations / Hoboken Micro-Grid StudyAs part of GORR’s long-term recovery efforts, GORR developed a good workingrelationship with people at the DOE and learned that the DOE was interested in doing amicro-grid study somewhere in the region impacted by Hurricane Sandy. The DOE spentPage 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTyears developing the micro-grid innovation technology for military bases and was trying tocivilianize the application. GORR expressed an interest in having the study happen in NewJersey and offered to be helpful. GORR learned that New York was vying for the money butthe New York side of the impacted region was apparently disorganized. Daleo heard that theHousing and Urban Development Secretary Shaun Donovan was specifically interested indoing the micro-grid project in Hoboken. In an effort to encourage DOE’s investment inHoboken, GORR proposed that the New Jersey Economic Development Authority (“EDA”)offer technical assistance from the Board of Utilities, and GORR met with DOE severaltimes regarding the micro-grid project. GORR helped push through the Memorandum ofUnderstanding on the Governor’s Office side and also helped to coordinate logistics.On May 3, 2013, the DOE announced it was awarding the micro-grid planning grantto Hoboken. Daleo emphasized that from GORR’s perspective, the DOE specificallyselected Hoboken for the micro-grid project. The $220,000 in funding from DOE for themicro-grid study went directly to the DOE’s contractor, Sandia National Laboratories(“Sandia”).Daleo explained that GORR wanted the May 3 event to be well-attended becauseGORR had played a significant role in helping to negotiate with the U.S. Department ofEnergy to award the micro-grid grant to Hoboken. Daleo recalled that the President of theBoard of Public Utilities and his chief of staff attended the event, as well as someone fromIGA who was responsible for overseeing Hoboken. Daleo greeted Mayor Zimmer at theevent and recalled that Mayor Zimmer was thankful for GORR’s support for the project.Daleo recalled multiple outreach efforts between GORR and Hoboken regarding theHMGP Energy Allocation for Hoboken. Daleo perceived that Ferzan had a good relationshipwith Mayor Zimmer and communicated with Mayor Zimmer on a regular basis. Meetingswere to take place in late October 2013 with communities who received HMGP EnergyAllocations. Given the state’s investment in Hoboken, Daleo thought it was a goodopportunity for Ferzan to follow up with Mayor Zimmer. Mayor Zimmer was slated to meetwith Ferzan and Daleo on October 22, 2013.Sandia provides GORR with updates on the progress of the micro-grid project. OnNovember 20, 2013, Sandia officials went to Hoboken for a field visit and inadvertentlydiscovered a pallet of diesel generators in a Hoboken public housing building. According toDaleo, the generators had been purchased by the Hoboken Housing Authority without MayorZimmer’s knowledge. Daleo indicated that the Sandia contractors were told by the personleading them around Hoboken that day not to ask questions about the palette of generators.Daleo stated that he did not have a relationship in Hoboken local government to ask what hadhappened, and he never got any color on the issue afterwards. Daleo subsequently learnedthat Mayor Zimmer had a bad relationship with the head of the Hoboken Housing Authority,PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8and Daleo guessed that the purchase of the new generators was the result of a failure tocommunicate.A micro-grid is designed to share power and obviates the need for individualbuildings to have generators. Daleo found it particularly frustrating because the state wasalready constrained by limited resources and had expressly advocated getting the micro-gridgrant in New Jersey.Sandia expressed its frustration to Daleo upon finding the generators, but as anational research lab, Sandia works for the client, so Sandia continued to work with Hobokenon the micro-grid project.Daleo indicated that to date, the micro-grid study has experienced several hurdles.DOE cut funding for several months, delaying the project, and while Daleo has gottenupdates from Sandia on the project, Sandia has not kept pace with an accelerated time tablein terms of launching the final project report. In addition, the same Sandia team that wasassigned to work on the Hoboken micro-grid project was dispatched by DOE to work on atransit grid project, which has temporarily taken resources away from Hoboken’s micro-gridproject.3.Rebuild by DesignRebuild by Design (“RBD”) falls under Dave Morris’s GORR portfolio, but Daleohas interacted with Morris to specifically address how RBD intersects with NJ Transit’s rolein Hoboken’s resiliency plan, as both NJ Transit and resilience projects constitute two largeparts of Daleo’s portfolio. Additionally, GORR is currently preparing to submit a substantialapplication to the Federal Transit Administration (“FTA”) to fund over $1 billion in projectsthroughout the State, and as part of GORR’s FTA application for funding, GORR has toprovide a cost/benefit analysis in order to outline what funding is available and how theprojects can be funded. Daleo added that when possible, GORR’s objective is to explain NJTransit’s vision to protect the rail yard and contribute to the reduction of flooding inHoboken.Daleo recalled that one of RBD’s initial projects, which Mayor Zimmer supported,called for the building of a retention pond in Hoboken.1 When NJ Transit officials becameaware of RBD’s proposal to build a retention pond, NJ Transit communicated that a retentionpond would be disastrous because 1) a retention pond cannot be used for any transitpurposes, which would pose an issue for the FTA application; 2) a standing pool of water is1A retention pond is a basin that is designed to catch runoff water from higher elevation areas, and is usuallyused to prevent or minimize flooding during high water periods.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9never good for odor purposes; 3) retention ponds pose liability issues; and 4) the partiessuggesting a retention pond—including Mayor Zimmer—did not appreciate the fact thatGORR had not seen any studies showing its effective use, including a RBD study. Daleotherefore felt it was his role to educate RBD about the issues and refocus RBD and MayorZimmer on NJ Transit’s participation in Hoboken’s resiliency plan.III.Document Retention NoticesDaleo received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:DiMaggio Interview MemorandumOn January 23, 2014, January 27, 2014, and March 10, 2014, Luciana DiMaggio wasinterviewed by Randy M. Mastro, Reed Brodsky, Rachel Brook, and/or Alyssa Kuhn ofGibson Dunn. On January 23 and 27, 2014, DiMaggio was not represented by counsel. OnMarch 10, 2014, DiMaggio was represented by Michael Buchanan of Patterson Belknap. Allinformation contained herein was provided by DiMaggio or as indicated. DiMaggio has notread or reviewed this memorandum and has not adopted or approved its contents. Brodskybegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that DiMaggio refrain from discussing the investigation andinterview with others. DiMaggio stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2012, DiMaggio graduated from Fairleigh Dickinson University. DiMaggiointerned for a New Jersey Assemblywoman in District 11 the summer before her senior yearat Fairleigh Dickinson, and served as the Assemblywoman’s Communications Directorduring her senior year. In early 2012, DiMaggio was recommended for her current positionat the Lieutenant Governor’s Office. Approximately one month after graduating fromFairleigh Dickinson, DiMaggio started working as a special assistant or aide to theLieutenant Governor. DiMaggio is a registered Republican.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDiMaggio’s Role in the Lieutenant Governor’s OfficeIn general, DiMaggio said that she travels with the Lieutenant Governor to meetingsand events, day and night, seven days a week, and often to multiple events per day.DiMaggio was responsible for managing on-the-ground efforts at the events, includingcoordinating with press, the Lieutenant Governor’s Office, and the Office’s Legislative andIntergovernmental Affairs (“IGA”) unit. DiMaggio said that it is her practice to not speaksubstantively with members of the press, unless the Lieutenant Governor asks her to addressa specific question. In general, DiMaggio and a state trooper (the driver) were the onlyindividuals who traveled with the Lieutenant Governor to meetings and events.DiMaggio is not responsible for scheduling the Lieutenant Governor’s events and didnot take part in the process of determining which events the Lieutenant Governor attended.DiMaggio said that the Lieutenant Governor’s scheduler keeps track of the LieutenantGovernor’s invitations and assists in determining which invitations the Lieutenant Governorwill accept. Briefings are created for each event and then emailed to the LieutenantGovernor’s staff. DiMaggio is responsible for compiling the event briefings in a book,which she delivers to the Lieutenant Governor’s house each night. DiMaggio does notdiscuss the substance of the meetings and events with the Lieutenant Governor. DiMaggioexpressed that she enjoys her job as the Lieutenant Governor’s aide, as the job bringssomething new every day.III.The Lieutenant Governor’s Role & ResponsibilitiesThe Lieutenant Governor serves as both the Lieutenant Governor and the Secretary ofState. In her capacity as Lieutenant Governor, she focuses on business and economicdevelopment. In her capacity as Secretary of State, the Lieutenant Governor is involved inthe arts, history, culture, and tourism.The Lieutenant Governor is extensively involved in both her roles, but business is herbread and butter. The Lieutenant Governor often goes on business tours where she meetswith business owners in the community. As Secretary of State, the Lieutenant Governor hasbeen involved in tourism and macro-planning of events, such as the Super Bowl.DiMaggio did not have knowledge about the Lieutenant Governor’s involvement inadministering Sandy relief and did not recall the Lieutenant Governor ever talking to herabout Sandy relief. The Lieutenant Governor attends events regarding Sandy relief if she isinvited to official events. DiMaggio recalled that the Lieutenant Governor has someknowledge of the Sandy grants because the Lieutenant Governor went through the grantprocess herself when her own property was damaged, but she has not discussed Sandy grantswith DiMaggio.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3DiMaggio was aware that there were weekly Sandy relief meetings at the Office ofthe Governor and stated that the Lieutenant Governor sometimes attended the meetings,depending on her availability. These meetings were not something the Lieutenant Governorwould clear her schedule for, though she attended periodically. The Lieutenant Governor’sChief of Staff, Melissa Orsen, attended the weekly Sandy relief meetings on a more regularbasis. DiMaggio usually sat outside the meetings and did not participate.DiMaggio has never heard anyone ask the Lieutenant Governor questions aboutSandy aid. IGA has “Sandy” Regional Directors who work as a liaison between mayors’offices and the Office of the Governor and respond to questions and requests related toSandy relief. The Lieutenant Governor viewed Sandy aid questions as being within thepurview of others in the Governor’s Office, not the Lieutenant Governor’s Office. DiMaggiorecalled generally that, if the Lieutenant Governor was asked about Sandy aid, she wouldchannel the questions to the appropriate Regional Director at IGA. DiMaggio never heardthe Lieutenant Governor threaten anyone regarding Sandy aid. DiMaggio never heard theLieutenant Governor invoke the Governor’s name when discussing Sandy aid.IV.The Lieutenant Governor’s Interactions with Mayor ZimmerDiMaggio knew who Mayor Zimmer was before Mayor Zimmer made allegationsagainst the Lieutenant Governor and others on or about January 18, 2014, because theLieutenant Governor and Mayor Zimmer had attended multiple events together. DiMaggiorecalled that the Lieutenant Governor and Mayor Zimmer attended the Hoboken ShopRiteevent together on May 13, 2013, and that they attended at least one event together before theShopRite event and at least one event after the ShopRite event.Before Mayor Zimmer made her allegations on television, DiMaggio said that theLieutenant Governor and Mayor Zimmer had a good relationship. DiMaggio said that therewas never any indication whatsoever that there was any friction between them. TheLieutenant Governor got along with all mayors professionally.DiMaggio said she never heard the Lieutenant Governor threaten anyone. DiMaggiosaid that the Lieutenant Governor has never done anything to cause DiMaggio to questionher integrity or ethics. DiMaggio stated that she finds the Lieutenant Governor to be anextremely ethical person. DiMaggio said that in her experiences with the LieutenantGovernor, the Lieutenant Governor is very ethical.A.May 13, 2013DiMaggio described her general recollections of the ShopRite event, but she did notremember a lot about it because she has attended dozens and dozens of such events with theLieutenant Governor.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDiMaggio recalled that she attended the ShopRite tour in Hoboken on May 13, 2013,with the Lieutenant Governor and Mayor Zimmer. DiMaggio did not remember whether theevent started in the morning, in the middle of the day, or in the late afternoon. However, sheremembered that it was the first event or tour that the Lieutenant Governor attended that day.She did not remember the name of the state trooper who drove them to the event. DiMaggiodid not remember whether the state trooper was a man or a woman. DiMaggio and theLieutenant Governor drove with the state trooper to the ShopRite tour. No one else was inthe car. DiMaggio assumed that she and the Lieutenant Governor were coming fromMonmouth Beach, where the Lieutenant Governor lives, because as a matter of practice,DiMaggio meets the state trooper at the Lieutenant Governor’s house before they attendevents together.DiMaggio did not recall any conversation with the Lieutenant Governor on the wayto the ShopRite event. DiMaggio remembered viewing the loading dock of ShopRite duringthe tour, and the liquor store attached. She did not remember any of the names of theShopRite owners. DiMaggio did not remember whether the Lieutenant Governor and theMayor spoke with each other during the tour. As a matter of practice, DiMaggio speculatedthat it would have been likely that they spoke with each other. As a matter of practice,DiMaggio stayed behind during tours and did not participate in conversations. DiMaggiorecalled that the Lieutenant Governor and the Mayor met with the owners of the ShopRite,but she did not remember whether that meeting occurred before or after the tour. She did notrecall any issues coming up during the tour.Prior to the interviews, DiMaggio had reviewed her email communications with EvanRidley on May 13, 2013, relating to the ShopRite tour and Mayor Zimmer. Those emailsreflected that Ridley said that Mayor Zimmer requested a meeting with the LieutenantGovernor. DiMaggio did not independently recall emailing or communicating with Ridleyabout Mayor Zimmer’s request to meet with the Lieutenant Governor.DiMaggio described the event at ShopRite generally as a little chaotic. She recalledthat someone was taking pictures who was not from the Lieutenant Governor’s office.DiMaggio assumed that person was a member of the media. DiMaggio did not rememberwhether the Lieutenant Governor spoke with the media before, during, or after the tour.At some point when the event ended, DiMaggio recalled that the LieutenantGovernor said to Mayor Zimmer that she understood that Mayor Zimmer wanted to meetwith her. DiMaggio recalled that the Lieutenant Governor and Mayor Zimmer then walkedtogether around the state trooper’s suburban. DiMaggio recalled that she was standing alone,approximately 15-20 feet away. She recalled that Ridley was standing on the other side ofthe suburban, also a short distance away from the Lieutenant Governor and Mayor Zimmer.DiMaggio estimated that the Lieutenant Governor and the Mayor spoke for approximately orclose to five minutes. DiMaggio said their conversation could have been shorter, but it wasPage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTnot an extraordinarily quick conversation. DiMaggio could not hear anything the LieutenantGovernor and Mayor Zimmer were saying to each other. At times, DiMaggio was probablylooking around and checking messages on her phone.DiMaggio observed that the Lieutenant Governor and Mayor Zimmer were deep inconversation. She said that it seemed to be a tense conversation. DiMaggio did not observeanyone getting angry or she would have stepped in, but it seemed that they were discussingsomething intently. DiMaggio recalled that they were not laughing and their faces seemedserious. DiMaggio did not remember anything else. She did not remember observing theLieutenant Governor and Mayor Zimmer at the end of the conversation.DiMaggio did not recall how she entered the suburban, when she entered thesuburban, or who entered the suburban first. As a matter of practice, the LieutenantGovernor sat in the front passenger seat next to the state trooper, and DiMaggio sat in theback. She remembered that the only three people in the car were the state trooper, theLieutenant Governor, and her. DiMaggio remembered that the Lieutenant Governorcommunicated that she was frustrated with Mayor Zimmer. With her counsel present,DiMaggio said her memory is not 100% accurate, but she remembered that the LieutenantGovernor communicated to her that Mayor Zimmer was not cooperating, stating in words orin substance something like the Mayor was not playing ball or the Mayor was not playingwell with others. DiMaggio did not understand the context or meaning of the LieutenantGovernor’s remarks. DiMaggio did not know whether the Lieutenant Governor was upsetabout a particular issue or matter with Mayor Zimmer. And she did not rememberresponding to the Lieutenant Governor, engaging in any conversation about it, reacting to it,or the Lieutenant Governor saying anything else about her conversation with Mayor Zimmerduring the remainder of the car ride or at any time thereafter. After the ShopRite tour ended,DiMaggio did not recall where the next event took place. DiMaggio did not believe theywere late to the next event. DiMaggio did not remember how long it took to get to the nextevent/tour.DiMaggio recalled hearing about Mayor Zimmer’s allegations generally when MikeDrewniak came to the Lieutenant Governor’s offices on January 17, 2014. DiMaggio did notremember the Lieutenant Governor saying anything about Mayor Zimmer’s allegations. OnSaturday, January 18, 2014, she remembered speaking to the Lieutenant Governor’s Chief ofStaff, Melissa Orsen, and telling Orsen that the Lieutenant Governor said in the car after theShopRite tour something like if Mayor Zimmer didn’t play ball then there’s not much we cando, but that she was not 100% sure that was said. DiMaggio did not remember whattriggered that recollection. When we spoke with DiMaggio without her counsel earlier, shetold us that she remembered what she had told Orsen but that she could not say for sure whatthe Lieutenant Governor had said in the car and thought that perhaps she remembered theplaying ball words from news articles, which she provided to us after the interview. With hercounsel present, she explained that she did not want to commit to saying to us what thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6Lieutenant Governor had said in words or substance during our prior interviews, becauseDiMaggio did not want her recollection, which was not 100% certain, to be taken as gospelfor what the Lieutenant Governor said. DiMaggio said that she did not specificallyremember reading the news articles with the words playing ball, but that she was trying tojog her memory as to why she had thought she remembered those words.DiMaggio said that, since Mayor Zimmer made her televised allegations, DiMaggiohas not spoken with the Lieutenant Governor about what she recalled relating to theShopRite tour. DiMaggio found emails relating to the event and provided them to theLieutenant Governor, but they did not discuss the emails. DiMaggio said she was presentwhen the Lieutenant Governor made a public statement rejecting Mayor Zimmer’sallegations, but they did not discuss the Lieutenant Governor’s statement. Orsen toldDiMaggio at some point that Orsen and DiMaggio were not going to speak about MayorZimmer’s allegations and the ShopRite event.B.May 2013–September 2013DiMaggio recalled that the Lieutenant Governor and Mayor Zimmer attended at leasttwo events together in 2013 other than the ShopRite tour. She remembered that MayorZimmer and the Lieutenant Governor both attended a Sandy Gala in early 2013. DiMaggiorecalled that the Lieutenant Governor and Mayor Zimmer walked around the gala together.DiMaggio recalled that the Lieutenant Governor and Mayor Zimmer also attended anevent together in August or September 2013, when the Lieutenant Governor went on anagribusiness tour and toured a Farmer’s Market in Hoboken with Mayor Zimmer. DiMaggiodescribed the event at the Hoboken Farmer’s Market as informal. DiMaggio recalled that theLieutenant Governor toured the Farmer’s Market with Secretary Douglas Fisher of the NewJersey Department of Agriculture, Mayor Zimmer, and a member of Mayor Zimmer’s staff.DiMaggio walked behind the officials. DiMaggio recalled that Mayor Zimmer and theLieutenant Governor appeared cordial. DiMaggio did not notice any friction between them.DiMaggio recalled visiting Carlo’s Bakery after the Farmer’s Market tour with theLieutenant Governor and Secretary Fisher; DiMaggio did not specifically recall whetherMayor Zimmer also visited Carlo’s Bakery. DiMaggio remembered that Secretary Fisherwas excited to visit Carlo’s Bakery and that the Lieutenant Governor and Secretary Fisherand possibly Mayor Zimmer ate and talked at the bakery after touring the Farmer’s Market.DiMaggio recalled that everyone was very friendly.V.Rockefeller Group ProjectDiMaggio had not heard of the Rockefeller Group’s project until she read aboutMayor Zimmer’s allegations in the press. DiMaggio has never heard the LieutenantGovernor discuss the Rockefeller Group’s project. DiMaggio explained that while theLieutenant Governor generally promoted economic development, DiMaggio, as her aide, wasPage 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTnot involved in the particulars. DiMaggio recalled certain development projects, like thePanasonic Project in Newark, that the Lieutenant Governor dealt with on a regular basis. Butthe Rockefeller Group’s Hoboken project was not one of those projects. DiMaggio statedthat she never heard the Lieutenant Governor express any concern about any economicdevelopment projects in Hoboken.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Doherty Interview MemorandumThis memorandum memorializes phone calls to Mayor Matthew Doherty of Belmaron January 28, 2014, February 13, 2014, March 24, 2014, and April 8, 2014 by RandyMastro, Sripriya Narasimhan, and/or Sarah Vacchiano of Gibson Dunn. Mayor Doherty wasnot represented by counsel at any of these times. Mayor Doherty has not been given a copyof this memorandum to review. All information contained herein was obtained from MayorDoherty or as indicated.The following contains Mayor Doherty’s biographical information as background,gathered from publicly available sources: Mayor Doherty is a Democrat elected in the townof Belmar, New Jersey. He earned a Bachelor’s and Master’s degree in Public Policy fromGeorgetown University. Doherty currently holds the position of Financial Advisor withInvestors Bank, a community bank headquartered in New Jersey. He is married and has twodaughters.At the outset of the call on January 28, 2014, Mastro introduced Gibson Dunn andinformed Doherty that Gibson Dunn is conducting an internal review for Governor ChrisChristie’s office concerning the recent allegations made by Mayor Dawn Zimmer ofHoboken. Mastro told Doherty that the primary objective of the phone call was to determinethe facts and then report back to the Governor’s Office on our findings to assist that office inaddressing any issues relating to these allegations.Doherty stated that he attended the New Jersey TV town hall meeting on May 16,2013, with others involved in Sandy recovery, including Mayor Zimmer and CommissionerConstable. Doherty explained that he was seated next to Zimmer and Constable in the frontrow. Doherty explained that the entire group was gathered in the green room until shortlybefore the beginning of the televised broadcast. They left the green room and mingled onstage, and then were seated a few minutes before the beginning of the broadcast, at whichPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTpoint they were mic’d up. Doherty spent that time talking with Constable and Zimmer.Once seated, the panelists were issued microphones. Doherty clarified that Constable andZimmer did not seek each other out and that all panelists had assigned seats.When asked about whether Doherty was in a position to hear the conversation thattook place between Constable and Zimmer during the few minutes during which they wereseated prior to the broadcast, Doherty responded that he told the press that he did not hear thesubstance of that conversation, even though, on reflection, he had. He then asked Mastro“where our conversation goes,” and insisted that he was “not looking to be a part of the story,to get subpoenaed, or to testify.” Mastro said that Gibson Dunn would report its findings tothe Governor’s Office and that the Governor’s Office would decide whether to release themto the public.Doherty explained that Constable and Zimmer had indeed discussed both economicdevelopment and Hoboken’s multi-million-dollar hazard mitigation proposal. Doherty statedthat he remembered the cost of the mitigation project because it was so large in comparisonto Belmar’s small request. Doherty stated, “Constable never implied that there was quid proquo,” and he never said anything like “if you move the project forward the money will startto flow.” Zimmer and Constable talked about both subjects, but Doherty stated thatConstable never tied any development project to Sandy relief. Doherty added that while, inreality, there was no connection made, it was his impression that Zimmer may haveassociated the two subjects in her own mind.Although Doherty was not sure whether Constable or Zimmer had been the first toraise the issue of the development project, Doherty stated that they spent almost no timediscussing it and quickly pivoted to Zimmer’s hazard mitigation proposal. They spent mostof the conversation on the subject of hazard mitigation and Zimmer did most of the talking.Constable stated, “Get your projects in. The money is going to start coming in.” Dohertymentioned that this made sense to him at the time and makes sense now because Constable’sarea of expertise was not economic development but, rather, affordable housing, and,therefore, he would not have been following the status of development projects in NewJersey.Mastro said that the Governor’s Office would not be subpoenaing Doherty, but that,at some point, another investigation might subpoena or question Doherty and he would haveto tell the truth.Doherty said that he would be comfortable saying on the record that he did not hearConstable say anything like “if you move it forward, the money will start flowing to you,”that Constable has never threatened or intimidated Doherty before, and, in Doherty’sexperience, Constable would never threaten or intimidate anyone.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMastro closed by telling Doherty that prior to Gibson Dunn reporting to theGovernor’s Office or other investigators, Mastro would inform Doherty of the substance ofthe conversation that Gibson Dunn intended to relay that Doherty said he was “comfortablesaying on the record.”Mastro and Narasimhan conducted a follow-up conversation with Mayor Doherty onFebruary 13, 2014. During this conversation, Mastro informed Doherty that he was callingto honor his commitment to follow up with Doherty concerning the limited amount ofinformation Doherty was comfortable revealing on the record. Mastro recited Doherty’saccount that the group was gathered in the green room before the broadcast and subsequentlymingled on stage before being seated a few minutes before the broadcast began and thenmic’d up. Mastro confirmed that all of the panelists’ seats were assigned, that Doherty hadspoken with both Zimmer and Constable, that Doherty did not hear Constable say anythingto Zimmer to the effect of, “if you move forward, the money will start flowing to you,” andthat Doherty had never experienced any threats or intimidation by Constable, and, in hisexperience, does not believe Constable would do so.Doherty confirmed this information and added that he was also comfortable saying onthe record that, in the minutes before the program, the panelists “traded stories,” some ofthem related to Sandy, and during the entirety of that conversation, Doherty did not hear anycomments that anyone was suggesting any quid pro quo or threatening anyone in any way inthat conversation. Doherty further said that in all of his experiences working with DCACommissioner Constable, Doherty has always found him to be positive and constructive. Hehas never seen Constable threaten anyone and, knowing him as he does, does not believeConstable would ever do so.Finally, Doherty inquired when our report would be made public, and Mastroresponded that would be up to the Governor’s Office but that the information would likelysoon be provided privately to other investigators before then.In closing, Doherty thanked Mastro for his professionalism and courtesy and said thathe would be happy to continue to assist our investigation in the future.On March 24, 2014, Mastro and Narasimhan contacted Doherty to confirm GibsonDunn’s understanding of Doherty’s account. Mastro discussed with Doherty the exactlanguage to be used in Gibson Dunn’s report memorializing their previous conversations andasked Doherty to confirm whether it was accurate. Doherty made one stylistic edit and thenapproved the exact language. It is this approved language that was then incorporated in thereport to recount Doherty’s recollection of what transpired between Mayor Zimmer andConstable on May 16, 2013. On this phone call as well, Mayor Doherty thanked Mastro forPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe professionalism displayed in having the commitment he previously made to MayorDoherty to go over that language with him before releasing the report.On the morning of April 8, 2014, Mastro and Sarah Vacchiano contacted Doherty andhad a follow-up conversation to confirm the content and accuracy of this memorandumbefore it would be produced to anyone else.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Drewniak Interview MemorandumOn January 19, 2014, March 10, 2014, and March 22, 2014, Michael Drewniak wasinterviewed by Randy M. Mastro, Alexander H. Southwell, Debra Wong Yang, AviWeitzman, and/or Sarah L. Kushner of Gibson Dunn. On January 19, 2014, Drewniak wasnot represented by counsel. On March 10 and 22, 2014, Drewniak was represented byAnthony Iacullo and Joshua Reinitz of Iacullo Martino. All information contained hereinwas provided by Drewniak or as indicated. Drewniak has not read or reviewed thememorandum and has not adopted or approved its contents. Southwell began the interviewby administering the standard Upjohn warnings per Gibson Dunn protocol, and requestingthat Drewniak refrain from discussing the investigation and interview with others. Drewniakstated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesDrewniak was the Public Information Officer at the U.S. Attorney’s Office for theDistrict of New Jersey (the “U.S. Attorney’s Office”) from approximately October 1998 until2010, where he worked under three different U.S. Attorneys. Drewniak did not interact withthe Port Authority of New York & New Jersey (the “Port Authority”) while at the U.S.Attorney’s Office. In 2010, Drewniak became Press Secretary in the Governor’s Office.Drewniak described his responsibilities as Press Secretary as follows: he takes incomingquestions from reporters or legislators and then “chases down” the relevant people in theOffice to declare the answer. Drewniak said that he tended to respond to a lot of thesePage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTinquiries on his own, but if there was a “hot button” issue, he would consult with MariaComella, the Deputy Chief of Staff for Communications and Planning, on an appropriateresponse.Drewniak’s most frequent communications were with the Policy office. If the pressor other inquiry concerned a political issue, Drewniak would often talk to the Governor’sChief of Staff, Kevin O’Dowd, because he was the expert in the Office on legislative mattersand had a close relationship with legislators. Drewniak also often interacted with theattorneys in the Office, including Principal Deputy Chief Counsel, Paul Matey, whomDrewniak considered a helpful resource.Drewniak’s responsibilities also include working with departments in theAdministration to help them respond to press inquiries that they receive. Drewniak clarifiedthat a department did not necessarily need the Administration’s approval before it couldrespond to a direct inquiry. Drewniak did not reach out to the Authorities Unit frequentlybecause that unit was generally proactive in keeping Drewniak apprised of any issues that thecommunications staff should know about. Drewniak added that he might on occasion helpdirect a department to others in the Office who might have relevant information. Forexample, Drewniak frequently dealt with the Treasurer’s office, possibly on budget issues.B.Reporting LinesDrewniak reports directly to Comella and the Governor. On certain issues, Drewniakreports directly to the Governor, but keeps Comella involved. When Drewniak raised issuesor information with the Governor, it was usually based on the subject matter. SometimesDrewniak would just flag for the Governor that a certain press issue was not going to be a bigdeal. If a press issue was significant, Drewniak’s practice was to bring it to Comella’sattention and then either she or Drewniak would relay that information to the Governor perComella’s instruction.Drewniak has a working relationship with the Governor. Drewniak said that hecommunicated with the Governor often, but not daily. Sometimes the Governor calledDrewniak at home if, for example, a story came up on a Sunday.C.“Front Office”Drewniak understood the term “front office” to mean the entire senior staff, includingBridget Kelly when she was Deputy Chief of Staff overseeing the Legislative andIntergovernmental Affairs (“IGA”) unit in the Governor’s Office. During the Governor’sfirst term, Drewniak was a “junior” senior staff member because he was not on the officialmasthead, but had full access to senior staff and often attended senior staff meetings.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTD.Interactions with IGADrewniak did not have a lot of interaction with IGA, including little contact withBridget Kelly and Bill Stepien. Drewniak did not have a personal relationship with either ofthem. Drewniak would contact IGA, including Kelly, in connection with a press inquirywhen, for example, he needed information about a particular municipality and/or a localmayor. In addition, if a State legislator called the Office with a complaint, Drewniak mightask Kelly what she knew about that legislator and if Drewniak should call him/her back.E.Interactions with the Port Authority1.Relationship with David Wildstein and Bill BaroniDrewniak became friends with David Wildstein and Bill Baroni in or around 2010.Drewniak’s personal relationship with Wildstein began when Wildstein was an anonymousblogger on PoliticsNJ.com (now, PolitickerNJ.com) and Drewniak still worked at the U.S.Attorney’s Office. Drewniak developed a trusting relationship with the blogger, but did notknow his identity. In or around 2010, shortly after the Governor was elected and Drewniakjoined the Office, Wildstein revealed himself to Drewniak. After that, Drewniak developed afriendship with Wildstein. Drewniak enjoyed talking to Wildstein about politics, asWildstein was knowledgeable on the subject, especially New Jersey and national politics.Drewniak became friends with Baroni when Baroni was already at the Port Authority.At some point after Drewniak joined the Governor’s Office, and probably in 2010, Wildsteintold Drewniak that he should meet Baroni, and, thereafter, the three of them had dinner inNewark. Drewniak noted that, contrary to news reports, Baroni (not the Governor) identifiedand recruited Wildstein to be his number two at the Port Authority.When Wildstein accompanied Baroni to the State House for a meeting, Wildsteinwould often stop by Drewniak’s office to say hello. Drewniak and Wildstein used to befriends and Wildstein would reach out to Drewniak fairly regularly, although Drewniak wasusually too busy with work to talk for an extended period of time.Regarding the Governor’s interactions with Wildstein, Drewniak recalled very fewinstances in which Wildstein was present for a substantive conversation with the Governor.For example, when Baroni would come to the State House for a meeting with the Governor,Wildstein usually sat outside of the meeting. Drewniak commented that Wildstein knew hisplace, and would sit outside of the room and provide information when asked because he wasthe “fact guy.” Drewniak said that, contrary to reports, the Governor and Wildstein were notchildhood friends; they ran in different circles.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAs for how Baroni knew Wildstein, Drewniak’s understanding was that Baroni andWildstein have known each other for a long time, dating back to when they both worked forthe late Congressman Bob Franks, with whom they were very close.2.Drewniak’s Potential Position at the Port AuthorityIn the context of describing his relationship with Baroni and Wildstein, Drewniakexplained that Baroni and Wildstein wanted him to join the Port Authority in a seniorcommunications role, replacing Jamie Loftus. Drewniak was concerned about taking onsuch a high-level job, but Baroni and Wildstein assured Drewniak that he could do it well.Approximately 18 months ago, Drewniak told the Governor that he was consideringgoing to the Port Authority because he needed a change and wanted to earn a higher salary.The Governor responded that they should see where things stood at the end of the first term.Drewniak never had any authority over Port Authority-related issues within theGovernor’s Office as a result of Drewniak’s connections to the Port Authority, but Wildstein,and, less frequently, Baroni, would ask Drewniak for his input on a proposed publicannouncement from the Port Authority. In addition, Wildstein would sometimes seekDrewniak’s advice in connection with a New Jersey-centric Port Authority project. Forexample, recently, Port Authority Executive Director Patrick Foye refused to allow the PortAuthority to put out announcements about a New Jersey-centric project under the PortAuthority’s banner. As a result, Wildstein asked Drewniak if he could put the project on theGovernor’s daily schedule, which Drewniak said he would do.Drewniak explained that Wildstein would often complain to Drewniak aboutpersonality issues and conflicts within the Port Authority, especially between Wildstein andFoye.As for interactions Drewniak had with others at the Port Authority, Drewniaksometimes interacted with the Port Authority’s press office.The only time that Drewniak recalled visiting the Port Authority was when Wildsteintook Drewniak and his kids on a tour of the Freedom Tower.Drewniak said that Wildstein described himself as best friends with Paul Nunziato,the head of the Port Authority police union.F.Interactions with the Governor’s CampaignDrewniak had very little to do with the Governor’s reelection campaign. Drewniak’sinvolvement was limited to (1) participation in daily scheduling calls between the Office andthe campaign; and (2) interacting with the campaign’s Press Secretary, Kevin Roberts, onPage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTcertain press inquiries that both the Office and the campaign received. Participants on thescheduling call included: Roberts, Comella, Lauren Fritz (who dealt with social media andother media networks), Colin Reed, a researcher, and some additional members of thecommunications staff. Drewniak volunteered a few times off-hours toward the end of thecampaign. For example, he took two days off before election night to volunteer for thecampaign.G.Nicole Davidman DrewniakDrewniak first met his current wife, Nicole Davidman Drewniak, when he was still atthe U.S. Attorney’s Office and she was working for Governor Christie. In particular,Drewniak took the day off to hear the Governor speak, where he met Nicole and Bill Stepien.Drewniak did not see Nicole again for another 18 months. The next time that Drewniak sawNicole was when a mutual friend invited Drewniak to meet them for lunch; Drewniak andNicole then hit it off.Drewniak briefly described Nicole’s employment background: after working on theGovernor’s first gubernatorial campaign, she went to work for New Jersey’s Board of PublicUtilities. Subsequently, she helped fundraise for the New Jersey Republican Party. Afterthat, she worked on the Governor’s reelection campaign. Nicole was the finance director forthe Governor’s 2014 inaugural, and now works in consulting.II.Chronology of the George Washington Bridge EventsDrewniak was next asked about his knowledge in connection with the lanerealignment from September 9–13, 2013.A.Spring 2013Drewniak was not aware of any effort to obtain the endorsement of Fort Lee MayorMark Sokolich in the spring of 2013. Drewniak had never heard of Mayor Sokolich beforethe lane realignment was reported in newspaper reports.Drewniak learned about local officials’ endorsements when they were announced orif the Office’s schedule showed that the Governor was visiting a certain town and Drewniakwould ask someone in the Office what that visit was for.B.August 2013Drewniak was not aware in August 2013 of any communications between Kelly andWildstein about traffic problems. Moreover, Drewniak could not think of anything thatmight have occurred around then to prompt the August 13, 2013 exchange between Kellyand Wildstein regarding Fort Lee traffic issues.Page 6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDrewniak did not specifically recall texting Wildstein on or around August 27, 2013,but said that he and Wildstein could not have been discussing the lane realignment, asDrewniak had no advance knowledge of or involvement in the lane realignment.C.September 9–13, 2013 – GWB Lane RealignmentDrewniak was asked about a call he had with Wildstein on September 11, 2013, aftera 9/11 Memorial event. Drewniak explained that it was typical for Wildstein—who wasalways concerned about what the Governor’s Office thought of him—to call Drewniakbefore and/or after a Port Authority event that the Governor attended to make sure that theevent went well. On this call, Wildstein was likely following up with Drewniak about the9/11 Memorial event. During the conversation, Wildstein did not mention anything abouthaving talked to the Governor that day.Drewniak’s attention was directed to a September 12, 2013 press inquiry to the PortAuthority from Bergen Record reporter John Cichowski regarding the lane realignment,which Wildstein subsequently forwarded to Drewniak and Kelly that day. Drewniak did notspecifically recall receiving this email at the time. Drewniak elaborated that September 12,2013, was also the first day of a large fire in Seaside and, as such, his focus at the time wasprimarily on the fire and relaying real-time information to Comella, who was on site atSeaside. Drewniak would not have focused on Cichowski’s inquiry at the time, as it wastypical for Wildstein to pass along to Drewniak, as Press Secretary, press inquiries that thePort Authority received. Drewniak received this email from Wildstein without anybackground on the lane realignment or having previously had any conversations withWildstein about it. Drewniak did not know anything about the lane realignment at that time.Drewniak did not reply to Wildstein’s September 12, 2013 email—indeed, Drewniakbelieved that he did not see this email until at least the next day (on September 13, 2013)because he was preoccupied with the Seaside fire—but could not recall if Wildstein calledhim thereafter to follow up on the email.Drewniak’s attention was directed to a second email that Wildstein sent Drewniakand Kelly on September 12, 2013, which Drewniak also believed he did not read until at leastthe next day. This second email contained the Port Authority’s response to the Cichowskipress inquiry: “The Port Authority is reviewing traffic safety patterns at the GeorgeWashington Bridge to ensure proper placement of toll lanes. The PAPD has been in contactwith Fort Lee police throughout this transition.” At the time, Drewniak did not find theseemails unusual or alarming in any way because it was common for Wildstein to keepDrewniak apprised of press inquiries that the Port Authority received. Drewniak added that,in hindsight—i.e., since January 2014, when emails about Kelly’s and Wildstein’sinvolvement in the lane realignment became public—he has wondered if Wildstein wastrying to pull him into something at the time.Page 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRegarding Drewniak’s use of his work email account, as opposed to his personalemail account, Drewniak said that Wildstein sent emails to Drewniak’s Gmail and workemail accounts interchangeably. Drewniak recalled that he once told Wildstein that theyshould communicate on Gmail if Wildstein was asking Drewniak for advice on somethingthat did not pertain to Drewniak’s official responsibilities. Drewniak added, however, that heoften forwarded his work emails to his Gmail account because it was easier for him to readhis emails on his iPhone than his work-issued cell phone. Asked if Drewniak knew if Kellyused the Yahoo account that Wildstein had emailed her at, Drewniak did not know.Drewniak did not get many emails from Kelly, especially from her personal email account.Drewniak was asked if he recalled seeing an article in the “Road Warrior” column inThe Bergen Record on or about September 13, 2013, about the traffic problems. Drewniakreceived and reviewed press clips every morning, but did not recall this story. Drewniak alsodid not recall any discussion in the Governor’s Office about this article. Drewniak believedthat he went down to Seaside on September 13, 2013, to assist with the Governor’sboardwalk events and interface with the press regarding the Seaside fire.D.September 15, 2013Drewniak did not recall talking to Wildstein on the phone on September 15, 2013, butsaid that it was possible that they spoke that day, as they used to speak relatively often.E.September 17, 2013 Wall Street Journal ArticleOn the evening of September 16, 2013, a reporter for The Wall Street Journal, TedMann, called Drewniak for a comment about the lane realignment, and, on September 17,2013, Heather Haddon, another reporter for The Wall Street Journal followed up on the sameinquiry. Drewniak recalled thinking to himself, what is this? At that point, Drewniakvaguely recalled the September 12, 2013 emails from Wildstein to him and Kelly about thesame lane realignment issue, so Drewniak reached out to Kelly and, separately, to Wildsteinabout The Wall Street Journal’s inquiry. When Drewniak received a press inquiry about aparticular issue, it was his practice to consult the relevant individuals to quickly gatherinformation necessary to respond to press inquiries he received. Here, Drewniak reached outto Kelly and Wildstein (Drewniak’s primary contact for Port Authority-related issues) forthat reason. Drewniak did not raise the inquiry with Comella around this time because theinquiry did not seem important.On September 17, 2013, before The Wall Street Journal article was published,Drewniak went by Kelly’s office and briefly asked her about The Wall Street Journal’s pressinquiry. Kelly acted nonchalant about the inquiry, seemed to be busy with other matters, andsaid that she had no idea what the inquiry was about other than that it seemed to be abouttraffic issues. Drewniak elaborated that he ran the press inquiry by Kelly because it wasPage 8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTrelevant to IGA, as the inquiry suggested confusion within the local community of Fort Lee,and because Kelly was on the September 12, 2013 emails from Wildstein.That same day, September 17, 2013, Drewniak spoke to Wildstein on the phone,during which conversation Wildstein said that the lane realignment was a traffic study thatthe Port Authority had conducted. Wildstein also told Drewniak that the Port Authority oftenconducted traffic studies and that the Fort Lee traffic study was blind because it was a pilotstudy and informing people of it beforehand would skew the results, which seemed logical toDrewniak. Wildstein explained to Drewniak that Fort Lee had three designated lanes on theBridge and that this was something that the Port Authority had wanted to review to see ifthere was another traffic pattern that would allow traffic from I-80/95 to move more quickly.Later that afternoon, Drewniak sent an email to Wildstein essentially memorializingWildstein’s explanation of the lane realignment.Drewniak said that his response by email, dated September 17, 2013, to HeatherHaddon of The Wall Street Journal reflected the information that Wildstein had provided toDrewniak about the lane realignment, except for a reference to an unrelated DOT study,which was something that Drewniak independently recalled.Drewniak was shown a September 18, 2013 email he received from Wildstein aboutthe September 17 Wall Street Journal article. Drewniak did not know at the time whatWildstein meant in the email by, “I was unusually nervous over this one.” Asked aboutDrewniak’s comment in the email that the article did not “run wild with that crazy allegationit was done as political retaliation. That was a nutty suggestion,” Drewniak generallyrecalled learning about this political retaliation allegation at the time and discussing it with areporter, but could not recall if it was with Mann or someone else.Following The Wall Street Journal article and subsequent public reports about thelane realignment, Wildstein repeatedly told Drewniak that the lane realignment was a trafficstudy and that it was something the Port Authority had a right to do.Drewniak was asked about a groundbreaking event in Newark for Panasonic aroundthis time and whether he was involved in drafting a press release for that event. Drewniakrecalled the event, but would not have been involved in drafting the press release, althoughhe may have reviewed and revised it.Drewniak did not recall any discussions with senior staff or the Governor about thelane realignment in September 2013.F.October 1, 2013 Wall Street Journal ArticleAsked about Drewniak’s recollection concerning the October 1, 2013 Wall StreetJournal article that included a copy of Foye’s September 13, 2013 email, Drewniak said that,Page 9PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTon or around October 1, 2013, in connection with this article, Drewniak realized for the firsttime that he was dealing with something that was not ordinary. Shortly before the article waspublished, Wildstein forwarded Drewniak Wall Street Journal reporter Mann’s inquiry to thePort Authority about the lane realignment and, shortly thereafter, Mann asked Drewniak for acomment about the same story. Before he responded to Mann, Drewniak called Wildstein toask him about the Foye email referenced in the inquiry; Drewniak also requested a copy ofthe Foye email so that he knew exactly what he was dealing with. Wildstein then sentDrewniak the Foye email, at which point Drewniak realized that, because of Foye’sinvolvement, the situation was more elevated than he initially understood. Drewniakelaborated that this was because of the historical tension between the New York and NewJersey sides within the Port Authority in general and the animosity between Foye andWildstein in particular.Drewniak read Foye’s email with a colored view because he knew that Foye hatedWildstein. Drewniak explained that the Port Authority was an agency with a lot of moneyand a lot at stake, and that there was an inherent conflict built into the agency’s structurebetween the New York and New Jersey sides. Drewniak understood that Wildstein was theone who would push hard to advance New Jersey-focused projects at the Port Authority.Drewniak commented that the New York/New Jersey rivalry was not between the twogovernors and did not take place at that level; rather, this rivalry occurred among the staffand was not at the urging of the governors.As an example of Foye’s disdain for Wildstein, Drewniak explained that a PortAuthority employee had filed a harassment complaint with human resources againstWildstein. Human resources apparently looked into the complaint and determined that therewas nothing to the allegation. According to what Wildstein told Drewniak, after humanresources closed its inquiry, Foye hired special counsel to conduct an independentinvestigation; Drewniak recalled that the special counsel was a former Assistant U.S.Attorney in the Southern District of New York. Drewniak received an email from Wildsteinin which email Wildstein complained that he had to spend $50,000 for a lawyer becauseFoye decided to conduct his own investigation in response to this complaint even afterhuman resources had determined there was nothing to the allegation.Drewniak thought that he spoke to Comella and possibly O’Dowd and/or McKennaabout the Foye email, but did not specifically recall whether it was shortly before or shortlyafter the October 1 Wall Street Journal article was published.G.Post-October 1, 2013On or around October 2, 2013, Drewniak spoke to Kelly at the State House about theOctober 1 Wall Street Journal article, which was the second and last time that Drewniakrecalled discussing the lane realignment with Kelly. In particular, after the article wasPage 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTpublished, Drewniak went by Kelly’s office and asked if she had any light to shed on thisstory. As with the September 17, 2013 Wall Street Journal article, Drewniak thought to askKelly about the October 1, 2013 article because it involved Mayor Sokolich and the lanerealignment’s impact on the Fort Lee community, which were issues that Kelly would dealwith as the head of IGA. Drewniak asked Kelly if she knew anything relevant to thisinquiry. Kelly was flippant in her response, rolled her eyes, and commented that this wassomething about traffic. This type of response was typical of Kelly.Drewniak did not recall meeting with Wildstein at the State House on or aroundOctober 2, 2013.H.October 7, 2013 – Port Authority Committee MeetingAsked what he remembered about State Senator Loretta Weinberg’s presence at anOctober 2013 Port Authority committee meeting, Drewniak recalled that Wildstein hademailed him about who was going to be at this meeting. Drewniak received a lot of pressinquiries after either the October 7 or October 16, 2013 Port Authority meeting, so he calledWildstein to ask how the meeting went, as Drewniak typically would.Drewniak’s attention was directed to an October 7, 2013 email he sent to O’Dowd,forwarding a press inquiry that Drewniak had received from The Star-Ledger about the lanerealignment. By way of background, Drewniak explained that O’Dowd was the expert in theOffice on legislative matters and that it was Drewniak’s practice to consult O’Dowd on pressinquiries implicating legislators. At this point, Weinberg was focused on the lanerealignment and Drewniak wanted to inform O’Dowd that the story about the issue washeating up as a result. Drewniak relayed The Star-Ledger inquiry to O’Dowd with respect toO’Dowd’s involvement in legislative issues and not in O’Dowd’s capacity as Chief of Staff.I.October 16, 2013 – Port Authority Committee MeetingDrewniak’s attention was directed to an October 16, 2013 email from Regina Egea,the director of the Office’s Authorities Unit, to Drewniak, McKenna, and O’Dowd,informing them of that day’s Port Authority committee meeting that Weinberg attended.Drewniak said that Egea or Nicole Crifo (also in the Authorities Unit), who were responsiblefor interfacing with the Port Authority, would typically send these types of Port Authorityrelated updates.J.October 17, 2013Drewniak’s attention was directed to an October 17, 2013 email he received fromWildstein, forwarding another press inquiry from The Wall Street Journal. That inquiryasked about Wildstein’s presence at the Bridge during the lane realignment. Drewniak didnot recall otherwise discussing this inquiry with Wildstein, but said it was possible that theyPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTspoke on the phone about it. Drewniak did not recall discussing this inquiry with O’Dowd atthe time.Drewniak did not specifically recall talking to Baroni on the phone on October 17,2013. Around this time, Drewniak sensed that Baroni was frustrated because he wanted thePort Authority to be able to speak out about the lane realignment, and would ask Drewniakfor permission for the Port Authority to do so. Drewniak told Baroni that the Port Authoritycould do what it wanted to, that this was not his (Drewniak’s) decision to make, and thatBaroni would have to talk to Comella about that.K.Sometime Around Mid-October 2013–November 16, 2013At some point during the period of mid-October 2013–November 16, 2013 (whenDrewniak left for vacation), as the press became increasingly focused on the lanerealignment, Wildstein began claiming to Drewniak that others—namely, Stepien andKelly—knew about the traffic study. With hindsight, Drewniak thought that Wildstein wastrying to build up a cover story that others knew about the lane realignment in order toprotect himself.L.Post-November 5, 2013Drewniak was asked who he spoke to about Wildstein’s statement that Stepien andKelly knew about the lane realignment. At some point in or around November 2013,Drewniak went to Comella to tell her about Wildstein’s statement, but Comella was notfocused on the subject. Drewniak then went to see Matey to relay what Wildstein had toldhim, but Matey said that he was not handling the matter, instead directing Drewniak toMcKenna. Drewniak then went to McKenna and relayed what Wildstein had said.Drewniak was not sure but thought that he likely approached these senior staff members afterNovember 5, 2013 (Election Day), and noted that he was on vacation in Mexico fromNovember 16–25, 2013. Drewniak returned to the office on November 29, 2013, the Fridayafter Thanksgiving, but the office was relatively empty.After he spoke to McKenna about Wildstein’s statements, Drewniak did not thinkthat he had to report it to anyone else in the Office. Asked if Drewniak spoke to anyone elseabout what Wildstein told him at the time, Drewniak said that he told his wife but did notspecifically recall when.M.November 6, 2013Drewniak’s attention was directed to a November 6, 2013 email exchange betweenhim and Wildstein about an inquiry from The Wall Street Journal regarding an upcomingstory that Wildstein was the one who ordered the lane realignment. Drewniak did notspecifically recall talking to Wildstein on the phone about this inquiry, but said it wasPage 12PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTpossible. Drewniak recalled talking to Wildstein about other Port Authority matters aroundthis time, including about the complaint that had been filed within the Port Authority againstWildstein.N.November 14, 2013Drewniak’s attention was directed to a November 14, 2013 email to him fromWildstein, which read, “Checked the sign in sheets – Ted Mann was at the September 20,2012 board of commissioners meeting where this was announced.” Drewniak explained thatthis was referring to a story that Wall Street Journal reporter Mann was writing about thePort Authority’s use of Chinese steel in constructing a tower. Wildstein was pointing out toDrewniak that this was not a new issue, but had been previously raised at a 2012 PortAuthority meeting that Mann had attended. Drewniak noted that it was typical of Wildsteinto do something like this (checking a meeting’s sign-in sheets) to prove his point.O.November 25, 2013 – Baroni’s TestimonyFrom November 16–25, 2013, Drewniak was on vacation. Shortly before Drewniakwent on vacation, Baroni called Drewniak and reiterated his desire for Drewniak to join thePort Authority.Asked if Drewniak spoke to Baroni about his testimony before Baroni’s November25, 2013 hearing, Drewniak recalled that he had a brief encounter with Baroni at the StateHouse, during which encounter Baroni said words to the effect of, “we’re fine, we have atraffic study.” Drewniak was not involved in preparing Baroni for his testimony. Drewniakdid not speak to Baroni about his testimony after the hearing.Drewniak’s attention was directed to a November 25, 2013 email exchange betweenhim and Wildstein in which Drewniak said that Baroni’s testimony “[s]eems to be goingokay overall.” Drewniak explained that he was traveling back from vacation that day and didnot listen to Baroni’s testimony. Therefore, Drewniak believed that he must have seen newsreports online suggesting that the testimony was going well.Drewniak pointed out that one of the documents leaked to the press in connectionwith the lane realignment contained texts between Wildstein and Baroni from around thetime of Baroni’s hearing, and that these texts referenced a “Nicole.” Drewniak said that thisNicole referred to Nicole Crifo, and not Drewniak’s wife, Nicole Davidman.P.December 2, 2013 – Press Conference and Governor’s Nomination ofNew Attorney GeneralDrewniak was not involved in preparing the Governor for his December 2, 2013 pressconference. Regarding the Governor’s statement at this press conference about “moving thePage 13PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTcones,” Drewniak pointed out that the Governor would never have said that had he had anyknowledge of the lane realignment.Drewniak was asked about a December 2, 2013 text message he received fromWildstein, asking, “Do you need anything from is re ft lee for gov presser,” to whichDrewniak responded, “No, I think we’re good.” Drewniak explained that Wildsteinconstantly offered things to him (Drewniak) for the Governor’s Office and that Drewniakgenerally declined any such offers.Q.December 4, 2013 – Drewniak and Wildstein DinnerOn December 4, 2013, Drewniak had dinner with Wildstein at Wildstein’s request.Specifically, on December 3, 2013, at 10:51 p.m., Wildstein, who was socially friendly withDrewniak, wrote Drewniak that he needed “to talk to you soon, in person, once you getcaught up and have some time.” The following morning, at 8:15 a.m. on December 4, 2013,Drewniak asked Wildstein if he wanted to meet for dinner that evening in New Brunswick,New Jersey.1 Wildstein and Drewniak agreed to meet that evening.2 The dinner was at asteakhouse in New Brunswick, N.J., and lasted for about 90 minutes. At the beginning of thedinner, Wildstein pointed to a packet of documents that he was carrying and said that hewanted to discuss these documents at the end of dinner. The majority of the dinner wassocial: Drewniak and Wildstein discussed politics, family, etc., as they usually did whenthey had dinner together.Towards the end of dinner, Wildstein, who seemed anxious, began to tell Drewniakthings that Wildstein seemingly wanted to be relayed back to the Office, including thatWildstein was willing to “fall on the sword” and was a team player. Drewniak said thatWildstein seemed to feel sorry for himself—on the one hand, Wildstein listed all of his andBaroni’s accomplishments during their time at the Port Authority, and, on the other hand,Wildstein said that he would do the right thing and step aside because of the lane realignment1Two minutes after Drewniak suggested a dinner with Wildstein in New Brunswick, N.J. that evening,Drewniak emailed Kelly to ask if she was available “to go over something with you of some importance.”Kelly responded: “Yes. Want me to call you now?” Drewniak explained that this exchange with Kellywas about a press inquiry unrelated to the lane realignment. Specifically, this was about an inquiry relatingto the Department of Education’s criteria for distributing a $4.5 million donation from the United ArabEmirates to New Jersey schools affected by Superstorm Sandy. Drewniak added that this story was neverpublished in part because the Office successfully undermined any suggestion that this was a political story.2On December 4, 2013, Wildstein texted Drewniak, “6 [for dinner that night] is good Michael Aron andSamson are speaking at 3:15 by phone I will sit in.” When asked about the reference to Aron and Samson,Drewniak explained that Aron was the Chief Correspondent of NJTV and thought that Samson might haveappeared on NJTV around that time to discuss O’Dowd’s recent nomination as Attorney General.Drewniak did not know why Wildstein would have been involved with this.Page 14PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTif that was asked of him. Wildstein wanted to know if he could nevertheless continue to havea place in the Administration or work on any future campaigns for the Governor. Wildsteinsaid that he did not want his career to end like this, and neither did Baroni.Wildstein also reiterated that Kelly and Stepien had some knowledge of the trafficstudy. In addition—and for the first time—Wildstein said that the Governor knew about thetraffic study because Wildstein mentioned it to the Governor at a public event during theweek of the lane realignment. Wildstein said this as he reiterated that the lane realignmentwas his idea and a legitimate traffic study. Wildstein did not at all suggest to Drewniak thathe (Wildstein) or anyone else had any retaliatory or ulterior motive in conducting the lanerealignment.At the end of the dinner, Wildstein took out his packet of documents and said, “hereis the traffic study,” and began to describe the documents. Drewniak said that Wildsteinseemed to be trying to justify the lane realignment, asserting that it was a legitimate trafficstudy, albeit the Port Authority could have handled it better. Wildstein made a point ofshowing Drewniak internal Port Authority emails with traffic consultants and engineersabout the traffic study, including in the days leading up to the lane realignment. Drewniaklet Wildstein talk. Drewniak understood at this time that it was largely irrelevant at this pointwhether or not the lane realignment was a legitimate traffic study or not.Wildstein also told Drewniak about a letter from Mayor Sokolich in which, accordingto Wildstein, the Mayor threatened to close down the toll entrance lanes from Fort Lee tocause traffic problems because he was not receiving the services that he wanted from the PortAuthority. As a courtesy to Wildstein, Drewniak asked Wildstein to send him the letter.Drewniak told Wildstein to sit tight and to see how everything played out. Drewniak saidthat he basically just tried to get through the meal, which was painful for him because hesensed at that time that Wildstein was going to have to go. Drewniak did not understand whyWildstein emailed him after the dinner thanking him for his advice when Drewniak had notreally given any.Drewniak did not specifically recall speaking to McKenna around this time about hisdinner with Wildstein, but said that it was possible that they spoke about it.R.~ December 5, 2013Shortly after his dinner with Wildstein, Drewniak, who routinely spoke to O’Dowd,recalled going to O’Dowd’s office and discussing O’Dowd’s recent nomination andDrewniak’s role in the second term. The Governor, as he often would, stopped by O’Dowd’soffice. Drewniak then informed the Governor about Wildstein’s claims. The Governor saidhe saw Wildstein at a public event the week of the lane realignment, but had no recollectionof Wildstein saying anything to him about traffic or a study, and, even if Wildstein had, hisPage 15PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTalleged drive-by comment would not have registered with the Governor. In the context ofWildstein’s other claim—namely, that Kelly and Stepien knew about the lane realignment—Drewniak asked the Governor if Stepien and/or Kelly had been questioned about whetherthey in fact knew anything about the lane realignment. The Governor responded that he hada feeling that Stepien was not telling the Governor everything. The Governor did not sayanything about Kelly.Drewniak said that the Governor then commented that Wildstein and Baroni wouldbe asked to resign soon and that they had to go, as the Port Authority was too important anentity that the Governor’s Office had to work with, which was not possible while Wildsteinand Baroni remained at the Port Authority due to the distraction of the lane realignmentissue. During this conversation, the Governor also confirmed to Drewniak that Gramiccioniwould be replacing Baroni at the Port Authority and that McKenna would be setting up themeetings with Baroni and Wildstein to inform them of their resignations.Thereafter, Drewniak texted McKenna to ask when he would be speaking to Baroniand Wildstein, to which McKenna responded that he was meeting with Wildstein the nextday (December 6, 2013) and Baroni the following week.S.December 6, 2013 – Meeting with Wildstein About His ResignationOn or around December 6, 2013, after meeting with Wildstein, McKenna calledDrewniak and described how the meeting went. McKenna had told Wildstein that he haduntil 2 p.m. that day to resign, effective on or around December 31, 2013, or the Officewould fire him. McKenna told Drewniak that McKenna needed Drewniak’s assistance insecuring Wildstein’s resignation by that afternoon.After Drewniak spoke to McKenna, Wildstein called Drewniak and said that hewould resign, but that had to get his ducks in a row, and wanted to talk to Drewniak, Stepien,DuHaime, his dad, and his kids before he submitted his resignation. On the call, Drewniakmentioned that the Office would have to issue some kind of statement, which Drewniakwould draft and show to Wildstein.The plan was for Wildstein to resign at 2 p.m. that day. The Office would notify twonewspapers—The Bergen Record and maybe (Drewniak did not recall) The Wall StreetJournal—to disseminate the story. Thereafter, the Office would release its statement inresponse to further press inquiries. Drewniak drafted the resignation statement, which hesent to Wildstein, who called Drewniak and asked if the statement could be more effusive.Drewniak subsequently emailed Wildstein that he had to balance different interests and thatComella and McKenna had already approved the draft statement. As such, Drewniak did nothave much leeway to revise the statement without having to send it back to them for theirapproval. During this time, McKenna expressed concern that Wildstein seemed to bePage 16PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTstalling, which was why, that day (December 6), Drewniak emailed Wildstein that “Charlie isgetting itchy.” Ultimately, Wildstein accepted the resignation statement, and the Officenotified the two newspapers about Wildstein’s resignation. In the interim, Drewniakreviewed the draft resignation statement with the Governor, who made minor changes.The weekend following Wildstein’s resignation, on the way from an event in NewYork City, Drewniak sent Wildstein a text to make sure that Wildstein was doing okay.Wildstein responded that he was not feeling good and was having dinner with his wife.T.December 9, 2013 – Wisniewski Committee HearingDrewniak was not involved in preparing any of the witnesses for the December 9,2013 testimony before the Wisniewski Committee. Drewniak watched the testimony.Drewniak did not discuss this hearing with the Governor.U.December 13, 20131.Senior Staff MeetingDrewniak described the senior staff meeting that occurred the morning of December13, 2013, which he learned about that same morning from one of the secretaries. In additionto senior staff, Drewniak was also present, which was typical for meetings held in connectionwith an upcoming press conference. Drewniak was not sure if Stepien was at the meeting,but remembered seeing Stepien in the State House that morning.At the meeting, Drewniak sat slightly behind and to the right of the Governor.Drewniak explained that the Governor was angry with him because of a story about analleged conversation between Governor Cuomo and Governor Christie in which Christiereportedly told Cuomo to have Foye back off, which Christie denied; the story was believedto have been planted by Foye. Drewniak had issued a statement in response to the story that,“Cuomo and Christie communicate often and their communications are private.” Drewniaksaid that Comella, but not the Governor, reviewed the statement before it was issued. At thesenior staff meeting, the Governor criticized Drewniak about the statement, which Drewniaksaid he deserved because the statement seemed to confirm an otherwise false story. At themeeting, the Governor also expressed that he was upset because the Office had now madetwo mistakes since the election, referring to events involving State Senator Thomas Kean Jr.,as well as the communications failure in connection with the lane realignments. TheGovernor said, in sum or in substance, that given the national attention on the Office in thewake of the election, everything had changed, and, as such, everyone in the Office had to beparticularly aware of how they conducted themselves.With respect to the public reports about the lane realignments, the Governor said, inthe strongest tone that Drewniak had ever heard from the Governor, that the Office had takenPage 17PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTa beating over the Bridge events, that he thought he had put the issue to bed on December 2,2013, but that he now had to address it further. Drewniak recalled that the Governor saidthat today was where they would cut this story off. Drewniak recalled the Governor lookingaround the room and making eye contact with everyone. The Governor instructed his staffthat if they knew anything about the lane realignment that they had to come forward now.The Governor noted that he was going to hold a press conference in about two hours and thateveryone had until then to tell McKenna or O’Dowd what they knew. The Governor saidthat McKenna and O’Dowd would be in their offices for the next two hours if anyone hadanything they wanted to say to them. At that point, Drewniak was almost certain that Kellywould come forward; Drewniak clarified that this was not because he knew what Kellyknew, just that he suspected that she knew something about the lane realignment. Drewniakdid not observe Kelly’s demeanor during the meeting because Drewniak barely took his eyesoff of the Governor. This meeting was one of the most powerful things Drewniak has everwitnessed the Governor do.Drewniak explained that, by nature, he was a nervous guy and was very nervousduring this meeting because he knew that there would be a massive press turnout at theupcoming press conference and that the Governor would have to bear his soul. Drewniaksaid it was obvious from the Governor’s words and demeanor that he had nothing to do withthe traffic realignment, and that the Governor was offended to think that anyone in his Officecould have been involved. At the meeting, the Governor said words like, “we don’t havescandals” and “this is not us.” Drewniak knew the Governor’s statements were genuine, andfrom the heart.2.Post-Senior Staff Meeting and Pre-Press ConferenceAfter the meeting, Drewniak went to Comella’s office to reassure her that he had noprior knowledge of the lane realignment or any documents suggesting prior knowledge.Drewniak thinks he then tried to talk to O’Dowd, but O’Dowd was busy, so Drewniak wentto see McKenna. Drewniak told McKenna that he did not have any prior knowledge of thelane realignment and then asked McKenna if “everyone” had been talked to, including Kellyand Stepien specifically, referencing the rumors that Kelly and Stepien had knowledge of thestudy. McKenna responded that everyone had been talked to and asked the same questions.McKenna said that Kelly had denied any prior knowledge of the lane realignment and deniedhaving any documents regarding any such knowledge. McKenna also said that he had nevertrusted Kelly’s judgment and that he did not know Stepien well.Drewniak did not recall hearing rumors that there were emails that Kelly was onreflecting knowledge of the lane realignment.Before the press conference, Drewniak, Comella, and Reed put together a mock Q&Afor the Governor.Page 18V.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTJanuary 8, 20141.Drewniak’s Final Communications with KellyDrewniak’s last communication with Kelly was on the morning of January 8, 2014,after Kelly first learned from a reporter that one of her emails was about to be released. Inparticular, Drewniak thought that Kelly forwarded him an email from the reporter, whichDrewniak then gave to Comella. Kelly’s email to Drewniak also asked him to call her,which Drewniak did, but Kelly did not pick up. After Kelly’s emails were released thatmorning, Drewniak and Reed waited at the State House for further instruction. During thistime, Drewniak reviewed the released emails and accompanying press stories, and had aconversation with reporter Shawn Boburg, who said that he was going to include Drewniakin a story about the lane realignment. Boburg relayed to Drewniak how he was going todescribe Drewniak’s role in the Bridge events based on the emails that had been released.Drewniak emphasized to Boburg that he only learned about the lane realignments and theFoye email after the period of the lane realignment.2.Meeting at DrumthwacketAccording to Drewniak, Comella went straight to Drumthwacket on the morning ofJanuary 8, 2014. That afternoon, Matey called Drewniak and asked him to come toDrumthwacket, which he did. Drewniak brought some emails with him to Drumthwacket,including those that had already been publicly released.When Drewniak arrived at Drumthwacket, people were sitting at a big table on thesecond floor. The Governor’s incoming Chief Counsel, Chris Porrino, and Matey then tookDrewniak into a separate room, where they proceeded to interview and question Drewniakfor approximately two hours. At the time, Drewniak was not concerned about what wouldhappen to him because he was not personally involved in, and did not have any priorknowledge of, the lane realignment. Drewniak clarified that he might have been concernedat the time that the Office would let him go because of the statements in his emails aboutreporters, but not because he had any involvement with the lane realignment.After Porrino and Matey finished questioning Drewniak, they told him to wait in theroom. Thereafter, the Governor entered the room, and informed Drewniak that he (theGovernor) had spoken to Porrino and Matey and that Drewniak’s employment wouldcontinue.Afterwards, Drewniak and the Governor rejoined the rest of the group and turned topreparing for the upcoming press conference that the Governor was going to hold thefollowing day. Drewniak said that the Governor was forthright and had great answers for allof the hard questions.Page 19PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDrewniak recalled that the Governor was extremely sad that day, and that everyonewas in shock. At Drumthwacket, the Governor said that he knew that Stepien had to go, butcommented how hard that would be.Asked if Drewniak recalled any discussion about what would happen to Kelly,Drewniak thought that Kelly had already been let go at that point and that the Governor saidthat Kelly had lied to him. Drewniak thought that it was easier to let Kelly go because herlies were much more direct, whereas, with Stepien, it was less clear what he knew when.3.Drewniak’s Final Communications with WildsteinThe last time that Drewniak and Wildstein communicated was on January 8, 2014,late that night. Wildstein sent Drewniak an email with the subject, “Serbian,” and stating,“Did you see that bastard [Sokolich] hamming it up on Wolf Blitzer?” Drewniak wasfloored when he received this text and immediately thought that it was some kind of trap.Drewniak at first deleted the email because he was so offended, but then restored it shortlythereafter. Drewniak showed the email to his wife and to Matey.W.Publicly Released Emails Regarding DrewniakDrewniak explained the circumstances surrounding certain emails that he sent to orabout reporters, which were leaked on or after January 8, 2014. First, Drewniak referred toan email in which he called a reporter at The Star-Ledger, Steve Strunsky, a “fucking mutt.”Drewniak explained that this comment referred to a story in or around October 2013,regarding a potential project between the Port Authority and United Airlines, which wasunrelated to the lane realignment. In particular, Strunsky unsuccessfully sought commentsfrom Drewniak and then Wildstein about the project. During one of Strunsky’s calls toWildstein, Strunsky had Wildstein on speakerphone with Strunsky’s editor, Dave Tucker, inthe room, unbeknownst to Wildstein until the end of the conversation. Wildstein relayed thisconversation to Drewniak, who was furious because Strunsky’s actions represented asignificant breach of trust that exists between reporters and their anonymous sources.Shortly thereafter, Drewniak received another email from Strunsky asking for a comment,which Drewniak forwarded to Wildstein and called Strunsky a “fucking mutt.” Later,Drewniak confronted Strunsky, who admitted how wrong it was to have called Wildsteinwith someone else listening.With respect to an email in which Drewniak said, “fuck him and the SL,” in referenceto a Star-Ledger reporter, Jim Namiotka, Drewniak explained that he was in a daily war withThe Star-Ledger and that the Governor’s Office had no voice with that paper. AlthoughDrewniak actually had a constructive relationship with Namiotka, Drewniak wrote this emailin frustration because he was dealing with so many issues with The Star-Ledger at the time.Page 20PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAfter the email was publicly released, Drewniak called Namiotka to apologize. Namiotkasaid that he understood and not to worry about it.X.Communications from Strangers to DrewniakOn January 8, 2014, following the release of documents produced by the AssemblyTransportation Committee, CNN republished those documents and posted them on itswebsite. Certain of those documents contained Drewniak’s personal email address and hisState-issued cellphone number. Shortly thereafter, strangers began sending Drewniak hateemails and text messages. Drewniak may have told his wife about these messages, but didnot specifically recall. Drewniak continued receiving this hate mail for several daysfollowing the CNN report. Drewniak was upset by these messages, but noted that, as PressSecretary, it was not uncommon for him to receive random messages from strangers.III.Superstorm Sandy Aid AllegationsDrewniak had not previously heard about the types of allegations that HobokenMayor Dawn Zimmer had recently alleged against the Lieutenant Governor in connectionwith Sandy aid. On January 17, 2014, the Office received an email from MSNBC seekingcomment from the Governor’s Office about a story MSNBC was going to report that“Governor Christie’s administration has withheld Sandy relief funds from the city ofHoboken on the condition that Mayor Dawn Zimmer moves forward with the RockefellerGroup development in North Hoboken.” This email inquiry was a follow-up to MSNBC’sinitial telephone inquiry about the story a few minutes earlier. Kara Walker, an employee inthe Office’s communications department, who received MSNBC’s call, subsequently relayedthe substance of that call to Drewniak and Reed. Walker said that MSNBC was seekingcomment for a story regarding allegations that Mayor Zimmer was making against theLieutenant Governor.After talking to Walker and receiving MSNBC’s email, Drewniak went to theLieutenant Governor’s office to inform the Lieutenant Governor’s Chief of Staff, MelissaOrsen, of MSNBC’s inquiry. Drewniak said that both the Lieutenant Governor and Orsenwere in the office, at which point Drewniak relayed to them Mayor Zimmer’s allegations.The Lieutenant Governor responded that these allegations were insane and not true. Thisexchange was brief. Thereafter, Drewniak responded to MSNBC’s inquiry with a shortstatement questioning why, after all of this time, Mayor Zimmer, who had always been verysupportive of the Administration, was now making outlandish and false accusations againstit. Drewniak recalled that the Office did not know exactly what it was dealing with when itissued the statement.IV.Document Retention NoticesDrewniak received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:DuHaime Interview MemorandumOn March 11, 2014, and March 13, 2014, Mike DuHaime was interviewed by Randy M.Mastro and Sarah Vacchiano of Gibson Dunn. DuHaime was represented by counsel MarcMukasey during both interviews. All information contained herein was provided by DuHaime oras indicated. The information in brackets was obtained from publicly-available sources, notfrom the interview itself. DuHaime has not read or reviewed the memorandum and has notadopted or approved its contents. Mastro began the interview by administering the standardUpjohn warnings per Gibson Dunn protocol, and requesting that DuHaime refrain fromdiscussing the investigation and interview with others. DuHaime stated that he agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[DuHaime graduated from Rutgers University with a B.A. in journalism and politicalscience.]A.Relationship with Governor Chris ChristieDuHaime’s relationship with Governor Christie dates back to 1997, when DuHaime wasworking on a New Jersey state senate campaign at the same time that Governor Christie wasrunning for re-election as Morris County freeholder. DuHaime got to know the Governor at thattime and they stayed in touch through the years.On January 1, 2009, DuHaime started working at Mercury Public Affairs, and also startedworking for Governor Christie when the Governor retained DuHaime’s consulting firm, MercuryPublic Affairs, to consult for the gubernatorial campaign. The Governor hired Mercury again in2013 for Governor Christie’s re-election campaign. DuHaime worked as a strategist on both ofPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Governor Christie’s campaigns. In this role, DuHaime coordinated the strategic part of thecampaign, including consulting, polling and advertising.DuHaime also worked as a consultant to the New Jersey Republican Party (“NJGOP”)after the primary in 2009, with a focus on the GOTV (“Get Out The Vote”) operation.After Governor Christie was elected Governor in 2009, DuHaime served as one of tenvolunteer members on the Governor’s transition committee. In that role, DuHaime was involvedin reviewing resumes and making policy and staff recommendations. DuHaime stated that partyaffiliation was not a hiring factor, as the team was tasked with finding the best people regardlessof political affiliation. DuHaime was not otherwise involved in setting up the structure of theGovernor’s Office. Aside from serving on the transition committee, DuHaime did not work forthe Governor in an official capacity during the Governor’s first term in office. DuHaime has notworked for the Governor during his second term since consulting on the Governor’s re-electioncampaign. DuHaime and the Governor are friends, and DuHaime gives the Governor informaladvice when he asks for it.When the Governor took office in 2010, DuHaime also served twice as a consultant forthe NJGOP in a general advisory role for restructuring state government. Both of theseconsulting jobs were brief and done through DuHaime’s employment at Mercury.B.Relationship with Bill StepienDuHaime and Stepien have a history of working together, in and out of politics, thatspans approximately twenty years. For example, Stepien and DuHaime worked together on theSenator Bob Franks and Rudy Giuliani campaigns. When Stepien worked in the Administrationas Deputy Chief of Staff for Legislative and Intergovernmental Affairs (“IGA”), DuHaime andStepien were friends and spoke over time, but DuHaime was not involved with IGA.C.Relationship with Bridget KellyDuHaime first met Bridget Kelly during Governor Christie’s 2009 campaign. WhenKelly worked in the Governor’s Office, DuHaime and Kelly interacted infrequently. WhenKelly was promoted to Deputy Chief of Staff after Stepien left the Governor’s Office, DuHaimecoordinated with Kelly on specific things; for example, if DuHaime was planning to attend aspeech the Governor was making, DuHaime coordinated with Kelly to get his ticket to the event.He also, from time to time, passed along resumes to her for intern positions.D.Relationship with Bill BaroniDuHaime first met Bill Baroni in 1998. They first worked together in 2000 on BobFranks’ Senatorial campaign. DuHaime later served as a consultant to Baroni’s 2003 NewJersey Assembly campaign. DuHaime and Baroni stayed in touch over the years. DuringBaroni’s 2003 New Jersey Assembly campaign, DuHaime left to work on the Bush campaign in2004. DuHaime was not involved with Baroni’s subsequent Assembly re-election and statePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3Senate campaigns, but Baroni called DuHaime every so often to ask for informal campaignadvice, and the two maintained a friendship over the years.DuHaime stated that Baroni approached DuHaime when DuHaime was serving onGovernor Christie’s transition committee to express interest in serving in the Administration.Baroni asked DuHaime to help circulate Baroni’s resume and named a few positions that hespecifically had in mind, including Attorney General and a position at the Port Authority.DuHaime said that he was not involved in making those types of decisions, but offered to passBaroni’s resume to the appropriate people.E.Relationship with David WildsteinDuHaime has known David Wildstein since the late 1990s. In 1999, DuHaime wasworking for then-Congressman Bob Franks running a political action committee. When Franksdecided to run for Senate in the latter part of 1999, DuHaime transitioned to Franks’ campaignfor Senate. Wildstein did not work on the campaign, but he was a close friend of Franks and wasfrequently present at campaign meetings and often gave political advice, and DuHaime andWildstein became friends during this time. After the Franks campaign, DuHaime and Wildsteinmaintained a friendship. DuHaime knew that Wildstein ran a carpet business, and became awareearly in their friendship that Wildstein was running a political blog, PoliticsNJ.com, under thepseudonym Wally Edge.1.Wildstein’s Position at the Port AuthorityDuHaime said that the recommendation to hire Wildstein as Director of Interstate CapitalProjects at the Port Authority came through Baroni, not the Governor. DuHaime was aware thatthe Governor and Wildstein went to high school together, but was not under the impression thatthe Governor and Wildstein maintained a close relationship since high school. DuHaime said itwas definitely Baroni, not the Governor, who was the driver for getting Wildstein into the PortAuthority.II.Roles and ResponsibilitiesA.Governor Christie’s Re-Election CampaignDuHaime went to the Governor with a proposal for DuHaime’s role on the re-electioncampaign, which DuHaime said mirrored the 2009 role both in terms of compensation andresponsibilities. DuHaime added that his proposed 2013 compensation may have even beenslightly less than in 2009. The Governor and his campaign chairman, Bill Palatucci, approvedDuHaime’s proposal.1.Selection of Stepien as Campaign ManagerDuHaime said that he always believed Stepien would be the right person to manage thecampaign, but DuHaime did not know if Stepien wanted to run the campaign again, havingPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4served as the Governor’s campaign manager in 2009. DuHaime said that the Governor thoughtthat it would be the right call to bring Stepien back for the re-election campaign. Stepien and theGovernor made the decision for Stepien to leave the Governor’s Office to run the campaign.DuHaime was not involved in any discussion of who should fill Stepien’s position in theGovernor’s Office. DuHaime said that he had always heard good things about Kelly, but had nothad a lot of interactions with her.2.Potential Endorsement by Hoboken Mayor Dawn ZimmerDuHaime explained that he has had a unique relationship with Hoboken because it wasDuHaime’s hometown from the late 1990s until 2011, and because of that connection, DuHaimeinteracted with Mayor Zimmer frequently. DuHaime said that Mayor Zimmer reached out tohim during her 2013 re-election campaign—she was running for re-election during the same timeas Governor Christie—and asked DuHaime if he was interested in being involved in hercampaign. In or about December 2012 or January 2013, DuHaime met with Mayor Zimmer andher chief of staff to discuss DuHaime’s potential involvement. DuHaime told Mayor Zimmerthat he did not really work on municipal campaigns anymore, but because Hoboken was a citythat he loved and lived in, he was happy to talk to her about it. DuHaime said they discussed theGovernor’s contemporaneous re-election race, and recalled Mayor Zimmer expressing concernabout getting involved in the Governor’s race because of her own election race. Later in 2013,DuHaime met with Mayor Zimmer’s husband and her chief of staff to talk about whether or notDuHaime wanted to have a role in Mayor Zimmer’s campaign. DuHaime relayed that theGovernor’s campaign had recently done a poll in Hoboken, and the Governor’s numbers werevery strong in Hoboken. DuHaime thought this would give Mayor Zimmer comfort and signal toher that her own re-election would not be affected by her endorsement of the Governor.DuHaime thinks that this conversation took place post-primary, in late June or early July 2013.DuHaime commented that, as late as June or July 2013, Mayor Zimmer had a goodworking relationship with the Governor and DuHaime had received no indication otherwise, byMayor Zimmer or her husband, who was very involved in her campaign. Subsequent to theJune/July meeting, Mayor Zimmer’s husband told DuHaime that Hoboken had also done a pollthat showed the Governor in a strong position. DuHaime passed this information to Stepien tofollow up on Mayor Zimmer’s endorsement, as most of the endorsement process was handledthrough the campaign’s day to day staff and not DuHaime as a consultant.In August 2013, DuHaime read a Star-Ledger article, quoting Mayor Zimmer at an eventin Newark, in which Mayor Zimmer stated she would not be endorsing the Governor. DuHaimesaid this was the first time DuHaime or the campaign learned about Mayor Zimmer’s decisionnot to endorse. Shortly thereafter, the campaign was organizing a small business endorsementevent for Governor Christie in Hoboken. DuHaime explained that the bakery is called “City HallBakery” because of its proximity to City Hall in Hoboken. DuHaime recalled that MayorZimmer had reached out to DuHaime the day before the event, offering to come to the event andwelcome the Governor to Hoboken. DuHaime asked her directly if she would be endorsing theGovernor; she responded no. DuHaime told her politely that her presence might be a distractionPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5to the event. DuHaime said he spoke to the Governor to make sure that he was aware DuHaimehad told Mayor Zimmer that her presence at the endorsement event could be a distraction basedon her decision not to endorse, and the Governor agreed with DuHaime.DuHaime explained there was a general frustration among campaign staff that MayorZimmer had been particularly supportive of the Governor’s policy initiatives over the years, andshe had said nice things about the Governor publicly and in conversations with DuHaime andothers on the campaign, and had indicated a willingness to endorse—yet when Mayor Zimmerdecided not to endorse, her decision was received by DuHaime and others on the campaign byreading a newspaper article along with the general public. However, DuHaime said that, asidefrom telling Mayor Zimmer that her attendance at a Hoboken endorsement event would be adistraction based on her decision not to endorse the Governor, DuHaime had no knowledge ofwhether the campaign was frustrated with Mayor Zimmer or took any adverse action against her.DuHaime was similarly unaware of people in IGA being told not to go the extra mile for MayorZimmer after she decided not to endorse the Governor.3.Potential Endorsement by Fort Lee Mayor Mark SokolichDuHaime was generally uninvolved in obtaining endorsements. DuHaime would speakpersonally with Democratic officials with whom he had preexisting personal relationships, but herecalls only personally knowing a handful of the more than sixty Democratic elected officialswho endorsed Governor Christie’s re-election campaign. When asked if he was aware of anyinstances where a Democratic elected official was targeted for deciding not to endorse, DuHaimestated that he was not.DuHaime does not currently have and has never had a relationship with Fort Lee MayorMark Sokolich. Prior to the GWB allegations, DuHaime did not recognize Mayor Sokolich’sname, since DuHaime primarily recognized the names of Democrats who endorsed theGovernor, as the list of names was public and everyone who worked on the Governor’s reelection campaign was proud of the list of Democratic endorsements. DuHaime did not speak toanyone about Mayor Sokolich as a potential endorser during the campaign.When the allegations of political retribution came out, DuHaime asked Stepien if MayorSokolich had been on the campaign’s endorsement radar screen. Stepien reported back toDuHaime that former IGA Regional Director Matt Mowers had approached Mayor Sokolich inApril 2013, and Mayor Sokolich had been clear at that time that he did not plan to endorse theGovernor. DuHaime never got the impression that Stepien had any issue with Mayor Sokolich.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6III.Chronology of the George Washington Bridge EventsA.August 2013DuHaime had no advance knowledge of, or involvement in, the decision to realign theFort Lee access lanes.B.September 9–13, 2013 – George Washington Bridge Lane RealignmentDuHaime had no awareness of the lane realignment during the week of September 9 to13, 2013. He said that he may have spoken to Stepien during that week in the normal course ofbusiness, but it would have been unrelated to the traffic issues.C.October 1, 2013 Wall Street Journal ArticleThe first time DuHaime recalls becoming aware that the traffic problem had become alarger issue was when the October 1 Wall Street Journal article came out. He knew there hadbeen articles published about the lane realignment before October 1, but the issue had not risento the level of impacting the Governor’s re-election campaign in any way up to that point, so hedid not view it as a big story until the October 1 article.The next recollection DuHaime had of the lane realignment issue surfacing was when theGovernor was questioned about it during a Bergen Record editorial board meeting after theOctober 1 Wall Street Journal article came out. DuHaime attended the meeting with theGovernor, which he did from time to time, and recalled the Governor was questioned once aboutthe lane realignment during the hour-long meeting. The Governor joked in response anddismissively addressed the question because, as DuHaime understood, the Governor did notknow anything about the issue.DuHaime recalled that in addition to a dozen or so people from the newspaper inattendance, Kevin Roberts, from the Governor’s Communications Office, and a campaign stafferwere also present. DuHaime does not recall having any subsequent discussions with Baroni,Stepien, Kelly or the Governor about the editorial board meeting.DuHaime stated that, prior to Election Day, he did not discuss the lane realignment withStepien, Baroni, Wildstein, or Kelly.DuHaime does not recall the issue coming up again until after the Governor’s re-electionin early November 2013. DuHaime said that shortly after the re-election, the Governor attendedan event in Union City, NJ with Union City Mayor Brian Stack, who had endorsed the Governor.During a staff meeting before the event, DuHaime said that the issue of the lane realignment wasraised due to the increased focus from the State Legislature and the scheduled AssemblyTransportation Committee hearings.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7D.Wildstein Tells DuHaime That Kelly and Stepien Had KnowledgeBeforehandOn or about November 11, 2013, Wildstein asked DuHaime to meet for coffee at“Rockin’ Joes,” a coffee shop in Westfield, New Jersey, where DuHaime’s office is located.During the course of the meeting, DuHaime and Wildstein discussed the lane realignment.DuHaime recalled Wildstein said that it was his idea to conduct a traffic study, and regardless ofwhether or not people thought that the traffic study was poorly executed, Wildstein thought itwas an important policy issue worth exploring and he was prepared to take responsibility for hisidea. Wildstein also expressed frustration about the way the issue had been handled from acommunications perspective, by allowing the narrative that the traffic study was politicallymotivated to take hold without pushback or refutation that it was nothing more than a trafficstudy. Wildstein said that he would not have done the traffic study without Trenton knowingabout it beforehand, and was upset that other people were not acknowledging that they knewabout the traffic study beforehand.At some point, Wildstein told DuHaime specifically that Kelly and Stepien knew aboutthe traffic study beforehand. DuHaime does not recall when, but it was sometime between thecoffee shop conversation and early December. Wildstein reiterated that he would takeresponsibility for what happened but remained frustrated that other people were not takingresponsibility. Wildstein did not say the basis or source of Kelly’s or Stepien’s knowledge, anddid not specify the extent or details of their knowledge.DuHaime did not recall Wildstein bringing up Mayor Sokolich at all during theseconversations.E.November 25, 2013 – Baroni’s TestimonyDuHaime did not watch Baroni’s testimony before the Assembly TransportationCommittee. DuHaime read press accounts of Baroni’s testimony. DuHaime did not have aconversation with anyone in the Governor’s Office after Baroni testified, and does not recallhaving a discussion about the testimony with Baroni or Wildstein.F.December 6, 2013 – Meeting with Wildstein About His ResignationIn general, DuHaime’s perception was that Stepien stopped talking to Wildstein afterStepien returned from vacation in December 2013. Wildstein had been trying to reach Stepienand was unable to reach him. The Governor shared with DuHaime the Governor’s Officestatement of Wildstein’s resignation.G.December 9, 2013 – Wisniewski Committee HearingDuHaime was aware of the December 9, 2013 testimony by Port Authority officials.DuHaime specifically recalled speaking to the Governor during that timeframe, and thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8Governor saying that he believed, as Baroni had testified, that the lane realignment was a trafficstudy. DuHaime said that the Governor took Baroni at his word.H.Conversation Between DuHaime and StepienDuHaime spoke to Stepien at some point after Wildstein told him that Kelly and Stepienhad knowledge of the lane realignment beforehand. During this conversation, Stepien toldDuHaime that he knew about the traffic study beforehand because Wildstein had come to himwith this particular idea about a traffic study, but because Wildstein was always coming toStepien with crazy ideas, Stepien dismissively told Wildstein to take the idea to “Trenton,”because Stepien no longer worked in state government. Stepien said that he did not tellWildstein whether or not he should go ahead with the traffic study, just that he had to go to“Trenton”—and that was the extent of what Stepien knew before the traffic study wasundertaken. Stepien did not discuss any ulterior motives for the traffic study. DuHaime cameaway with the impression that Stepien did not believe that Stepien had done anything improper.Based on this discussion with Stepien, DuHaime believed that the traffic study was notStepien’s idea. DuHaime’s reaction to Stepien’s explanation was that Stepien probably shouldhave told Wildstein that the traffic study was a bad idea, and should not have told Wildstein totake it to Trenton, but DuHaime did not believe Stepien had done anything wrong and had noreason to believe he knew anything more than that.I.December 11, 2013 – Conversation between DuHaime and the GovernorDuHaime conveyed to the Governor what Wildstein told him on or about December 11,2013. During this conversation, DuHaime specifically reported to the Governor that Wildsteintold DuHaime that both Kelly and Stepien had knowledge of the traffic study beforehand.DuHaime recalls that the conversation took place over the telephone and that the Governor’sreaction was that he wanted to get to the bottom of things.DuHaime does not recall whether or not Stepien told DuHaime that Stepien had priorknowledge of the traffic study before DuHaime spoke with the Governor on or about December11, 2013. He knows Stepien was on vacation in early December. DuHaime said that he knowsthe conversation with Stepien occurred after DuHaime spoke with Wildstein, but based on thehigh volume of DuHaime’s communications with Stepien during that time—they spoke almostdaily about many different issues—DuHaime could not specifically recall if this conversationwith Stepien occurred before or after DuHaime relayed Wildstein’s claims to the Governor on orabout December 11, 2013. And he does not believe he conveyed to the Governor the substanceof any conversation with Stepien about the lane realignment at the time he conveyed thesubstance of his conversation with Wildstein to the Governor on or about December 11, 2013.J.Conversation Between the Governor and StepienStepien had just returned from vacation when Stepien was called in to meet with theGovernor on December 12, 2013. DuHaime was aware that Stepien had been called in by thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9Governor on December 12 because Stepien called DuHaime on his way to meet with theGovernor. DuHaime believes that Stepien knew what the topic of conversation would be.DuHaime was not present during the Governor’s December 12 conversation with Stepien aboutthe lane realignment, and does not know what Stepien told the Governor during thatconversation.DuHaime did not have a conversation with the Governor specifically about theGovernor’s discussion with Stepien on December 12. DuHaime spoke with the Governor afterthe Governor’s December 12 meeting with Stepien and then twice the next morning before theDecember 13 press conference, but does not remember the substance of those conversations.DuHaime said that during this timeframe, both before and after December 13, he was constantlyin contact with the Governor about many different things.DuHaime recalls subsequently relaying to the Governor that DuHaime had been told byStepien of Stepien’s firsthand knowledge of the lane realignment beforehand, but believes thisconversation was subsequent to both DuHaime’s December 11 conversation with the Governorand the Governor’s December 12 conversation with Stepien. And DuHaime would haveconveyed to the Governor at that time that Stepien did not believe he had done anything wrongin this regard. And DuHaime himself did not believe Stepien had done anything wrong in thisregard.K.December 13, 20131.Conversations with Stepien and WildsteinStepien called DuHaime from the State House on the morning of December 13, 2013,before the press conference, asking DuHaime to confirm that Wildstein had said Kelly hadknowledge of the lane realignment beforehand. Stepien asked DuHaime if Wildstein had proofof Kelly’s knowledge beforehand. Stepien told DuHaime that the Governor would be holding apress conference later that day to address the lane realignment, and Stepien wanted to confirmwhat DuHaime was told by Wildstein to be sure Stepien had heard it correctly. DuHaime thencalled Wildstein to verify that Wildstein was certain that Kelly had knowledge beforehand.Wildstein replied that he was one hundred percent certain that Kelly had prior knowledge andthat there were emails to further confirm Kelly knew beforehand. DuHaime then spoke toStepien again to relay Wildstein’s confirmation.2.Meeting with Baroni About His ResignationDuHaime said that Baroni had called him early in December before he was fired, andapparently realized he would be axed. Baroni also called DuHaime right after his resignation,and told DuHaime that he had left on good terms and he was happy that the Governor had saidgood things about him.At some point, Baroni confided in DuHaime that he was worried about his future.DuHaime told Baroni that he would land on his feet, and DuHaime would explore hiring BaroniPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 10at DuHaime’s consulting firm, or talk to him about potential law firms. DuHaime added thatonce the emails came out on January 8, 2014, there was an internal discussion at Mercury andthe decision was made not to bring Baroni on.L.December 13, 20131.Press ConferenceDuHaime recalled thinking the Governor did a great job addressing the lane realignmentduring the press conference on December 13, 2013, but DuHaime does not recall having aconversation with the Governor about the press conference specifically.M.December 13, 2013–January 8, 2014Following December 13, 2013, DuHaime’s only recollection of the lane realignmentissue coming up was a rumor that Assemblyman John Wisniewski had said he knew that theGovernor’s Office had some involvement in the lane realignment.N.January 8, 2014DuHaime became aware of The Record story publishing emails and text messages fromthe editorial page editor of The Record, whom DuHaime was meeting for a previously scheduledbreakfast at a diner in Clifton, New Jersey. The editor told DuHaime that The Record had justreleased a story naming Kelly as the person who ordered the lane realignment. At that point,DuHaime had not seen the story or the reprinted communications. The editor was showingDuHaime the story on the editor’s phone when DuHaime received a call from the Governor.DuHaime went outside of the diner and took the call with the Governor, who asked DuHaime ifhe could come to Drumthwacket. DuHaime told the Governor he would make himself available.DuHaime then cancelled a scheduled meeting with Donald Trump for later that day. DuHaimethen had a client conference call. Following the call, Kevin O’Dowd called to ask DuHaime tocome to Drumthwacket around noon or one o’clock that day.Earlier that day—before the news broke in The Record—DuHaime spoke with Wildsteinover the phone to let him know that DuHaime was meeting with Trump that day. Thisconversation was unrelated to the lane realignment.DuHaime did not see the email or texts reprinted in The Record until he arrived atDrumthwacket. He described being dumbfounded by the story and the reprintedcommunications. Kelly’s level of involvement struck DuHaime the most. DuHaime said thatbased on the communications, it seemed obvious to DuHaime that Stepien’s conversations withWildstein were different than Kelly’s conversations with Wildstein, but that Stepien was beingtargeted too, and that the Democrats would really be going after Stepien following the news.DuHaime recalls that based on the communications initially released, the focus at theDrumthwacket meeting was mostly on Stepien and Kelly. DuHaime, however, considered theStepien communications to be consistent with what Stepien had previously told DuHaime aboutPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCThaving knowledge before the lane realignment based on the idea of a traffic study Wildstein hadpresented. DuHaime did not think the communications reflected Stepien directing or having alevel of involvement beyond the knowledge Stepien had already communicated to DuHaime.DuHaime believes the following people, at one point or another, were present that day atDrumthwacket: the Governor, O’Dowd, Chris Porrino, David Samson, Jeff Chiesa, MariaComella, Michele Brown, Regina Egea, and Bill Palatucci. DuHaime recalled the Governor’sinitial reaction was very emotional. He gathered everyone around the table and said, despitehaving already asked, he was asking again if anyone knew about the lane realignmentbeforehand. Everyone reiterated that they did not have any knowledge of the lane realignmentbefore it occurred.DuHaime recalls that the decision to terminate Kelly was made quickly. There was thena discussion about what to do about Stepien’s relationship with the Governor.Over the next few hours, everyone was reading texts and deciphering whatcommunications meant and whom they were between. When the discussion turned to Stepien,the reaction of the group was negative, and the Governor then asked DuHaime to go meet withStepien and find out what Stepien actually knew, in light of the reprinted communications.DuHaime believed that, at that point, the Governor had not yet made a final decision what to doabout Stepien.DuHaime left Drumthwacket and met Stepien at the Corner Bakery on Route 1 inPrinceton, New Jersey. DuHaime told Stepien that Stepien should get an attorney becauseWisniewski had already said earlier in the day that Stepien would be subpoenaed. DuHaime alsodiscussed the political fallout with Stepien, at which point Stepien volunteered to step away fromthe NJGOP chairmanship. DuHaime told Stepien that his role with the Republican Governor’sAssociation would also be problematic.1DuHaime asked Stepien if he had any belief that Kelly had been lying when she saidpreviously she did not know about the lane realignment beforehand. Stepien essentiallyresponded that he thought Kelly had lied about her knowledge. Stepien said that in his mind, thechain of command for authorizing Wildstein’s traffic study idea would be Kelly or Egea asDirector of the Authorities Unit. DuHaime added that Wildstein never mentioned Egea havingany knowledge of the lane realignment before it occurred, so DuHaime came away thinkingStepien knew the idea had gone only through Kelly in the Governor’s Office. And Stepienrepeated what he had told DuHaime before about the exchange he had with Wildstein and that hedid not believe he had done anything wrong.1Stepien had already accepted a consulting role with the Republican Governor’s Association on or aboutDecember 1, 2013.Page 12PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDuHaime and Stepien also discussed the published email in which Stepien referred toMayor Sokolich as an “idiot.” Stepien said he was just trying to be comforting to Wildstein as afriend when he used that word. DuHaime recalled that Stepien was incredulous that he wasbeing thrown under the bus for using that word.Stepien also said that he had spoken with Kelly that day and she was a wreck, andreporters were at both her house and her mother’s house. Stepien said he had told Kelly not tospeak to reporters.During this conversation, DuHaime asked Stepien if he had had a romantic relationshipwith Kelly. DuHaime said that he had not heard this personally before that day, but peoplegathered at Drumthwacket told DuHaime that the Democrats were pushing the story around.DuHaime added that Stepien was generally uncomfortable talking about his personal life, buttold DuHaime that he had had a short-lived personal relationship with Kelly during the summerafter Stepien left the Governor’s Office and before the George Washington Bridge lanerealignment took place.DuHaime then returned to Drumthwacket and reported back to the Governor what hediscussed with Stepien. The Governor then made the decision to sever his ties from Stepienbased on a loss of confidence in Stepien. DuHaime said that he personally saw a clear linebetween the ways in which Kelly and Stepien were implicated: Kelly had sent an emailapproving of Wildstein’s idea beforehand, while there was no indication of Stepien doinganything of the sort.After the Governor decided what action to take against Stepien, DuHaime participated ina conversation with the Governor and others about the press conference planned for the next day.They also discussed who would fire Kelly and talk to her attorney. The Governor then askedDuHaime to tell Stepien about the Governor’s decision as to Stepien.During his drive home from Drumthwacket, DuHaime called Stepien, who wasunderstandably upset about the situation. DuHaime recalled that Stepien said that he had workedharder than anyone for the Governor over the past years, and could not believe that the Governorwas severing ties with him and putting him in the same category as Kelly. DuHaime told Stepienthat he was sorry and apologized that things had come to this.When he got home, DuHaime called the Governor to tell him that he spoke to Stepien,and relayed to the Governor that Stepien understood the situation but was not happy.Stepien called DuHaime back to lobby for the Governor to change his mind. DuHaimecalled the Governor back and told him that he had had another tough conversation with Stepien.Page 13O.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTJanuary 9, 2014 Press ConferenceThe following morning before the press conference, Stepien and his attorney calledDuHaime and lobbied for the Governor to moderate the language he used during the pressconference announcing the Governor’s decision to separate himself from Stepien. DuHaimecalled Porrino and relayed to Porrino that he had had an uncomfortable conversation withStepien’s attorney and communicated the attorney’s request. DuHaime did not attend theJanuary 9 press conference, but saw the majority of it on television. DuHaime spoke to theGovernor following the press conference, either that day or the next, and told the Governor hehad handled the situation well, and that DuHaime hoped it would be the turning of a new pagefor the Governor.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Egea Interview MemorandumOn January 17, 2014, February 6, 2014, and February 19, 2014, Regina Egea wasinterviewed by Alexander H. Southwell and Sarah Vacchiano of Gibson Dunn. Egea was notrepresented by counsel during the interviews. All information contained herein was provided byEgea or as indicated. The information in brackets was obtained from publicly-available sources,not from the interview itself. Egea has not read or reviewed the memorandum and has notadopted or approved its contents. Southwell began the interview by administering the standardUpjohn warnings per Gibson Dunn protocol, and requesting that Egea refrain from discussing theinvestigation and interview with others. Egea stated that she agreed, understood, and did nothave any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Egea earned a BA from Montclair University in New Jersey and an MBA in Marketingfrom Fordham University. She also completed the International Executive Program at theInternational Institute for Management Development in Lausanne, Switzerland. Prior to joiningstate government, Egea was Senior Vice President for AT&T where she managed a 300-personteam supporting AT&T business sales force. She was elected to local government in HardingTownship (Morris), New Jersey in 2008. Egea left AT&T in 2008 to work for the Christie forGovernor campaign and policy team in 2009.]Upon the change in administration, Egea worked for the Policy Office, but only for twoweeks until she was appointed Chief of Staff for the State Treasurer. In February 2012, she wasappointed as Director of the Authorities Unit under Governor Christie. In December 2013, shewas promoted to Chief of Staff, although currently and as a practical matter, Egea noted thatKevin O’Dowd remains in that role and Egea remains in charge of the Authorities Unit.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2A.Role and ResponsibilitiesEgea runs the Authorities Unit, which, Egea explained, oversees numerous different statecommissions and authorities, such as NJ Transit, the Port Authority of New York and NewJersey, and the casino commission. The role of the Authorities Unit is to generally monitor thework of the Authorities and specifically review agenda items to be presented to the boards of theAuthorities, in order to ensure the agenda items are legally appropriate and consistent withpolicies the Governor’s Office has supported.Egea said that she oversees four attorneys who serve as deputies in the Authorities Unit:one senior counsel and three associate counsel. Each deputy oversees 12-15 authorities.Egea primarily interacts with other employees in the Governor’s Office on issues ofpolicy. On the policy side, Egea interfaces with the Chief Counsel’s office. Egea said that herinteractions with the Office of Legislative and Intergovernmental Affairs (“IGA”) are limited;she would only interact with IGA when local events are scheduled by an authority.Egea regularly interacted with former Chief Counsel Charlie McKenna, most often inperson. She infrequently interacts with Kevin O’Dowd.As head of the Authorities Unit, Egea said that she infrequently interacts directly with theGovernor.B.Interactions with the Port Authority of New York & New JerseyNicole Crifo was the Authorities Unit deputy responsible for the Port Authority. Egeaexplained that Crifo now works for the Port Authority full-time. While serving in the AuthoritiesUnit, Crifo was responsible for reviewing the agendas for Port Authority board meetings in orderto confirm appropriateness. In this role, Crifo mostly worked with David Wildstein but alsoworked with Bill Baroni. Prior to scheduled Port Authority board meetings, Egea and Crifodiscussed any agenda items of concern and outlined questions they should ask. They would thenobtain final versions of the agenda and attend the board meetings.During Crifo’s maternity leave, Kirsten Sundstrom attended Port Authority committeeand board meetings on behalf of the Authorities Unit. Egea recalled attending one meetingduring Crifo’s maternity leave. Egea noted that Peter Simon now oversees the Port Authority onbehalf of the Authorities Unit.Aside from discussing board agenda items, Egea reported that there were “regular,” butnot weekly, communications with Port Authority representatives, mostly involving anycommunication that went to the Port Authority board. The Port Authority would also sometimesshare statements they planned to issue to the press with the Authorities Unit, but in most casesEgea would not comment on Port Authority press releases. Egea noted that aside from the fact2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3that the Port Authority is the “busiest” relationship the Authorities Unit manages, there isnothing different about that relationship than the Unit’s relationship with the other Authorities.Port Authority personnel infrequently attend meetings at the Authorities Unit. If Port Authoritypersonnel were to attend a meeting it would be for a specific purpose, and the attendees would beeither Bill Baroni or project-specific teams (for example, Port Authority members of theHurricane Sandy or Bayonne Bridge project teams).Egea said that she has a good professional relationship with Bill Baroni. She said shedoes not socialize with Baroni outside of work, aside from having seen Baroni at an event onelection night and possibly one additional professional or social event. David Wildstein mostlyliaised with Crifo, aside from when Egea recalled interacting with Wildstein when there was aplane crash at the Atlantic City airport. Egea also recalled seeing Wildstein at one professionalsocial event.C.Interactions with IGAEgea knew Bill Stepien from working on the Governor’s first campaign, but they did notsocialize. They did not interact when she was working for the State Treasurer. Egea interactedwith Bridget Kelly on various issues, and they had a professional, but not a social, relationship.II.Chronology of the George Washington Bridge EventsA.Spring 2013Egea had no knowledge of anyone reaching out to the Fort Lee Mayor or his office for anendorsement in spring 2013.B.August 2013Egea was not aware at the time of the Kelly/Wildstein Fort Lee communications inAugust 2013 that later came to light in the media.C.September 9-13, 2013 – George Washington Bridge Lane RealignmentEgea was not aware at that time of the lane realignment from September 9-13. She wasnot aware of the Fort Lee Mayor’s requests for assistance with traffic problems during thatperiod.1.9/11 Memorial EventEgea was aware of the public 9/11 Memorial event taking place, but was not involved inplanning it or deciding who should attend. After the 9/11 event, Egea recalled talking to Baroni,who commented that he had seen the Governor at the event. The conversation covered a number3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4of topics. If Baroni mentioned Fort Lee traffic problems Egea could not recall that topic comingup. Egea could not recall precisely when this conversation occurred and commented that itmight have been later in the context of the Foye email (see below).2.Patrick Foye’s EmailEgea first learned of Foye’s September 13 email from Baroni. Egea did not recall ifBaroni called her to discuss Foye’s email before he forwarded the email to her, or if heforwarded the email and then called her to discuss, but she recalled having a phone conversationwith Baroni about Foye’s email. Egea thought Baroni had mentioned something about a trafficstudy prior to Egea reading Foye’s email, because she recalled that when she read the email shethen realized that the email concerned the traffic study that Baroni had mentioned. During thisphone conversation, Egea asked Baroni what Foye’s email was all about, and Baroni said that thePort Authority was doing a traffic study. Egea recalled that Baroni explained they were studyingthe inefficiencies in the current lane alignments and that there was a view that it was inefficientto have so many lanes dedicated along the side of the plaza. The focus of their conversation wason why Foye would have sent such an email, and Baroni commented that Foye was simplyinterfering and meddling, offering no explanation for why Foye sent the email. Egea found thisto be a common refrain, as there were regularly tensions between the New York and New JerseyPort Authority representatives. Because the Foye email was laced with accusations, Egea askedif Baroni had done anything wrong, and Baroni responded that nothing inappropriate had beendone. Egea felt reassured by Baroni’s response.Egea recalled forwarding Foye’s September 13th email to Crifo. Egea said that she likelydiscussed the email with Crifo, but did not recall the conversation. Egea did not recall discussingthe email with anyone else in the Governor’s Office.D.October 1, 2013 Wall Street Journal ArticleAfter the Wall Street Journal article came out on October 1, 2013, Egea recalled speakingseparately with both Baroni and Crifo about the article. Egea was flabbergasted that the emailwas leaked. Egea discussed with both Baroni and Crifo that someone (likely Foye) must befeeding the press with the intent of embarrassing and accusing Baroni. The focus of thediscussions was on the apparent tension between Baroni and Foye.Egea recalled that she may have also had a similar discussion with Maria Comellabecause this involved the press, although they agreed this was an internal Port Authority matterfor it to respond to. At some point during this time, Egea recalled that she may have been askedby someone in the Governor’s Office how she knew about the Fort Lee traffic issue, and shewould have responded that the Port Authority was doing a traffic study and that she knew aboutthe Foye email but considered it an internal Port Authority matter.4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5Egea was scheduled to meet with Baroni and Wildstein at the State House at 3 p.m. onOctober 2, 2013 to discuss a Port Authority capital project related to transporting trash. Crifowas also scheduled to attend the meeting. Egea cancelled the meeting with Baroni and Wildsteinto attend a meeting with the Governor about the Economic Opportunity Act with the Governor,Michele Brown from the New Jersey Economic Development Authority, and other members ofsenior staff.E.October 7, 2013 – Port Authority Committee MeetingAt some point, Egea heard that Senator Weinberg had informed the Port Authority thatshe wanted to appear at an upcoming Port Authority committee meeting. Baroni called Egeaabout it, and he told her that this was not standard at committee meetings, as public commentperiods are generally held only during board meetings. Egea discussed the issue with Crifo, andshe recalls that their view was that there was no guidance one way or the other—it was notstandard to have public comment at a committee meeting, but there was nothing that preventedit. Because it was a policy call, Egea referred Baroni to McKenna. Egea recalled that on themorning of the committee meeting, Egea emailed Baroni asking how the question had beenresolved regarding Senator Weinberg’s request to speak at the committee meeting. Baroniresponded that the Senator would be allowed to speak for the customary three minute limit.Egea thought she told McKenna that Baroni would be calling about Senator Weinberg’srequest. Egea remembered that McKenna’s reaction had been that, as a courtesy, the legislatorshould be allowed to speak.Crifo also attended the October 16 Port Authority board meeting and provided Egea witha meeting update afterwards. At that time, Egea understood that the lane realignment was beinginternally reviewed by the Port Authority.F.November 2013, 2013 – Baroni’s Testimony1.Review of Baroni’s Draft TestimonyEgea recalled hearing at some point that Assemblyman Wisniewski wanted PortAuthority representatives to appear at a hearing and explain what happened regarding the FortLee lane realignment. Prior to the hearing, Egea reviewed Baroni’s opening statement. Heprovided a hard copy of his opening statement to Egea. Baroni asked Egea to only makecomments and circulate revisions in hard copy. Egea shared the opening statement with Crifo,and they both reviewed and joined a conference call with Baroni on November 19, 2013, todiscuss his opening statement and provide their comments. Egea recalled that the conferencecall was scheduled for a half hour but lasted longer than that. Egea believed she gave a hardcopy of her handwritten comments to Crifo, who brought them to Baroni, as she had a meeting atthe Port Authority. Egea did not believe she emailed her comments and did not retain a copy ofher proposed revisions or the revised draft statement after discussing the upcoming testimony5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6with Baroni prior to it occurring. Egea recalled the nature of her comments were to keep thestatement short and simple, and for Baroni to simply address what he had been asked to talkabout—what did they do, and why did they do it. Egea also conveyed to Baroni that he shouldacknowledge that he did not follow normal protocol for communicating about operationaldecisions and should acknowledge his error in that regard. She further thought Baroni shouldinclude the traffic study results, which she recalled based on the statement, showed that therewas improvement on Tuesday and Wednesday (there was not improvement on Monday becausethere had been a crash on the Cross-Bronx Expressway). Egea recalled telling Baroni to stayfocused on that. The topic of who authorized or knew about the lane realignment did not comeup in this conversation. There was also nothing in her conversation with Baroni or the materialsEgea reviewed reflecting that anyone in the Governor’s Office knew about the traffic study, andthere was nothing suggesting that in any of the materials she saw. Egea understood the lanerealignment to be a Port Authority traffic optimization opportunity.Egea recalled a second conference call with Crifo, Baroni and Wildstein to discussBaroni’s draft testimony, but she did not have a specific recollection of the substance of that call.The calls were done on speakerphone, and Egea stated that there could have been otherparticipants on the call from the Port Authority, but she does not remember anyone elseparticipating except Crifo, Baroni and Wildstein.Egea mentioned to McKenna that she was helping Baroni to be clear and concise in hisstatement. Besides McKenna and Crifo, she did not talk to anyone else in the Governor’s Officeabout this. She is not aware of whether McKenna spoke to Baroni.Egea saw at least two hard copy versions of Baroni’s testimony (an initial and revisedversion), but she no longer has any copies. Looking at the handwritten comments on a draftcopy of Baroni’s testimony released publicly by the Select Committee on Investigation, Egeaconfirmed the handwriting was mostly hers and confirmed which of the handwritten commentsbelonged to her. Egea also explained what the comments meant. All of the comments wereconsistent with how Egea described what she had been trying to effectuate through hercomments on Baroni’s draft testimony.Egea recalled Kelly asked if Egea knew what the substance of Baroni’s testimony wasgoing to be. Egea told Kelly that she had been on a call with Baroni about his testimony and wasworking on Baroni’s opening statement. Egea recalled giving a copy of Baroni’s draft testimonyto Kelly.Egea listened to Baroni’s testimony online alone in her office. She said that Baroni usedan opening statement that she had not seen before and that he had not taken a lot of her advice.Egea recalled thinking that Baroni admitted that the Port Authority had a business problem buthad not communicated the problem effectively.6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7G.December 2, 2013 – Press ConferenceEgea found out shortly before the Governor’s December 2, 2013 press conference that theGovernor planned to announce Egea as Chief of Staff, replacing O’Dowd. Shortly before thepress conference started, the Governor called Egea to ask her to make remarks about herannouncement as incoming Chief of Staff. She did not recall questions asked during the pressconference about the lane realignment, in part, because she was distracted by the events.H.December 6, 2013 – Wildstein’s ResignationEgea was not part of the internal discussions about Wildstein’s resignation. She knew hewas going to resign, but could not recall how she knew.I.December 9, 2013 – Wisniewski Committee HearingPrior to the December 9, 2013 Assembly Transportation Committee hearing, Egea did notknow what the witnesses were going to say. Egea listened to the testimony online and thoughtthe Port Authority employees sounded professional.Egea did not specifically recall any internal discussions about the testimony, although shebelieved she probably discussed it with Crifo and McKenna. Egea believed she may also havetexted the Governor her thoughts about the Port Authority employees sounding professionalduring their December 9, 2013 testimony.J.December 13, 20131.Senior Staff MeetingEgea attended the senior staff meeting with the Governor an hour or two before the pressconference on December 13, 2013. Senior staff were seated around a conference table. Egea didnot recall where she was seated at the table, and added that O’Dowd and McKenna were seatedon each side of the Governor where they typically sat. Drewniak and Matt McDermott(Appointments Director) arrived late to the meeting.In that meeting, Egea recalled Governor Christie making statements that hisAdministration was not handling itself well lately. The Governor said he wanted to go out andpublicly talk about the Fort Lee lane realignment issue, but he had to know beforehand whetherany of his senior staff were involved. The Governor sternly communicated that if anyone hadany information on the lane realignment, they needed to come forward and immediatelycommunicate that information to O’Dowd or McKenna. The Governor added that he was aboutto go out publicly and would say that no one in that room was involved if that were the case, sonow was the time to come forward and tell the truth if anyone there knew anything. He spent7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8some time reiterating these points. The focus of the comments was on the motivation for thelane realignment and the accusations of political retribution.Egea recalled O’Dowd calling her the night before to ask if she knew anything on thistopic; she told him no. McKenna also went to Egea before the senior staff meeting on December13, 2013 and she told him she did not have any information.2.Post-Senior Staff Meeting and Pre-Press ConferenceAfter the senior staff meeting but prior to the press conference on December 13, 2013,Egea recalled seeing Kelly, Stepien and O’Dowd talking in Kelly’s office. Egea recalled Kellywas sitting at her desk and Stepien and O’Dowd were standing. Egea did not know what theywere talking about, and did not recall the tenor of the meeting or the demeanor of Kelly, Stepienor O’Dowd.3.Press ConferenceEgea recalled being aware generally that the Baroni resignation was coming, in part,because she knew Gramiccioni had been slotted into that role. She became aware of this aroundtwo or three weeks prior to the day his resignation was announced, probably from a mention at asenior staff meeting.K.January 8, 20141.Kelly’s Emails Revealed in The Bergen RecordEgea became aware of the press reports on the Kelly/Wildstein communications themorning of January 8, 2014. Egea believed that Crifo sent her a text to look at The BergenRecord article, which Egea then read. She then called O’Dowd, who said he was just reading thearticle.Egea recalled being at a 10 a.m. scheduling meeting that was leanly attended. Kelly wasnot at the meeting, and the press reports were not discussed. Egea believed she was the onlysenior staff member who attended the scheduling meeting on January 8.2.Meeting at DrumthacketOn January 8, 2014, O’Dowd asked Egea to go to Drumthwacket at noon. Egea recalledthat in attendance were the Governor, Kevin O’Dowd, Charlie McKenna, Paul Matey, MariaComella, Michele Brown, Bill Palatucci, Mike DuHaime, Chris Porrino, and over the course ofthe day, others. Egea left Drumthwacket to go home at approximately 7:45 p.m that evening.8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9Egea described being blindsided by the press reports and was trying to figure out what itall meant (referring to the Kelly/Wildstein email of August 13, 2013). She had never seen themost troubling Kelly/Wildstein exchange and had no inkling of any such thing. During thisgathering, Egea further recalled the Governor saying that he needed to know who knew what.Egea also recalled telling the group that she had talked to Baroni about his testimony. She didnot remember what anyone else said about who knew what. Egea further recalled that theGovernor made the decision to fire Kelly and that Porrino was to speak to Kelly the nextmorning to do that. Egea also commented on talking points that Comella was drafting for theGovernor’s January 9, 2014, press conference the next day.The following day, Egea was in the Governor’s office before the press conference, alongwith others.L.January 9, 2014 – Press ConferenceShortly before Governor Christie’s press conference announcing the termination of Kelly,Cristina Renna came to Egea’s office. Egea commented that she didn’t really know Renna butrecognized her. Renna said that she wanted Egea to know about “this” before the pressconference, then pulled out a copy of a September 2013 email about one of her subordinateshaving spoken with the Fort Lee Mayor about traffic at the time of the lane realignment. Egearelayed that Renna told her she had forwarded the email to Kelly to inform Kelly, and Kellyreplied, “good.” Renna added that the reason she was bringing this up was that on December 12,2013, Kelly had directed her to delete the email. Renna relayed to Egea that she had, in fact,forwarded the email to a second personal account to preserve it, and then deleted it from theoriginal account. The print out of the email was from Renna’s personal account.Renna also told Egea that she thought Baroni had pursued an endorsement from theMayor of Fort Lee at some point. Egea relayed this information to Porrino the next day.Approximately two days later, Melissa Orsen told Egea that Renna had come to see Orsen firston January 9, 2014 and Orsen told Renna that she should go see Egea. Egea thought that anotherIGA staffer, Vincent Napolitano, was also present during this meeting with Renna, but she wasnot sure.After the press conference, Egea and Porrino met with the IGA team because Egea wasconcerned that they had felt blindsided as well. Porrino instructed them not to delete anyrelevant documents.Egea said that she has not had any conversations with Kelly since she was fired. Egeaalso said that she has not had any conversations with Wildstein, Baroni, or Stepien since then.III.Document Retention NoticesEgea received the document retention notices and is in compliance with them.9PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Ferzan Interview MemorandumOn January 22, 2014, January 23, 2014, January 27, 2014, February 18, 2014, and March23, 2014, Marc Ferzan was interviewed by Randy M. Mastro, Debra Wong Yang, Alexander H.Southwell, Reed Brodsky, Rachel Brook, Sarah L. Kushner, and/or Alyssa Kuhn of GibsonDunn. On January 22, 2014, January 23, 2014, and January 27, 2014, Ferzan was notrepresented by counsel. On February 18, 2014, and March 23, 2014, Ferzan was represented byJohn Carney, Lauren Resnick, George Stamboulidis, and/or Francesca Harker of BakerHostetler. All information contained herein was provided by Ferzan or as indicated. Ferzan hasnot read or reviewed the memorandum and has not adopted or approved its contents. Southwellbegan the interview by administering the standard Upjohn warnings per Gibson Dunn protocol,and requesting that Ferzan refrain from discussing the investigation and interview with others.Ferzan stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesFerzan described how he was appointed the Executive Director of the Governor’s Officeof Recovery and Rebuilding (“GORR”) following Superstorm Sandy. Ferzan explained that, in2010, when Chris Christie became Governor, Ferzan left the U.S. Attorney’s Office for theDistrict of New Jersey (the “USAO”) and joined the New Jersey Attorney General’s Office as anExecutive Assistant Attorney General under Paula Dow. Subsequently, he left the public sector,and joined PricewaterhouseCoopers (“PwC”), where he worked in the company’s consultingpractice. When Superstorm Sandy hit, Ferzan—a New Jersey resident, who observed first-handthe storm’s damage—began talking to Charlie McKenna and Kevin O’Dowd to see if PwC,harnessing its disaster recovery services, experience, and expertise, could assist the Office inestablishing an organized approach in responding to New Jersey’s short-term and long-termPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2recovery needs. Ultimately, instead of hiring PwC, the Governor asked Ferzan to join theAdministration to oversee the State’s recovery efforts. Ferzan accepted the Governor’s offerbecause Ferzan realized that this was an extraordinary opportunity and challenge on both apersonal and professional level. On or around December 2 or 3, 2012, Ferzan began working atGORR. Although he was not necessarily an expert in recovery at that point, he had the ability tofigure out challenging issues, apply common sense to them, and get things done.Ferzan did not recall anyone ever asking him about his political affiliations in connectionwith any of the positions he has had within the Office and/or at the USAO. Ferzan noted that heis an Independent, although he may have been registered as a Democrat at some point. Ferzanhas never been registered as a Republican. Ferzan stated that if the Governor were asked whathe thought of Ferzan, the Governor would likely respond that Ferzan was someone who alwaysspoke his mind, even if Ferzan knew that the Governor would disagree.B.The Office’s Approach to Sandy Recovery EffortsFerzan described the backdrop following Superstorm Sandy. Superstorm Sandy causedapproximately $37 billion in damages and needs, and it was fair to say up to approximately $60billion in damages and mitigation efforts in New Jersey. Ferzan explained that more than 50communities were severely impacted and that the communities faced very diverse needs. TheState recognized early on the practical reality that damages exceeded available relief funds, so itfocused on creating objective programs that would have the broadest reach.Ferzan explained that it was critical to have a coordinated and structured approachregarding Sandy aid relief efforts across federal, state, and local levels of government. Ferzansaid that the State is continually interfacing with the White House, federal agencies, stateagencies, and county, state, and local leaders. Ferzan said that Governor Christie is engaged andconcerned about Sandy recovery, and instructed the Office to provide a smart, efficient,coordinated, and responsive approach. Ferzan explained that Governor Christie made policydecisions relating to Sandy aid—GORR and senior department leadership conferred with theGovernor concerning program design and allocations to programs—but the Governor did notmake individual grant decisions. Ferzan said that the Governor was focused on holistic relief tothe entire State and did not get into the weeds with specific towns.Ferzan stated that the Governor directed GORR to provide open lines of communicationand support to every constituent, elected official, and entity that reached out. Ferzan said that theextraordinary work that various State departments and agencies in the Administration have donethus far in responding to Sandy is due not only to people working around the clock, but alsobecause of their willingness to work outside of their respective areas and collaborate withdifferent departments and entities across the board.Ferzan noted that New Jersey faced other extraordinary challenges on top of recovery inthe aftermath of Superstorm Sandy. Ferzan explained that coincidentally, FEMA’s AdvisoryBase Flood Elevation (“ABFE”) maps were scheduled to be released in 2013. The ABFE mapsincluded new risk levels, including updated flood zones and building elevation requirements.Ferzan said that New Jersey worked to accelerate the release of the ABFE maps so thatPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3communities could rebuild consistent with their guidelines. In addition, in 2012, the BiggertWaters legislation changed such that the federal government would no longer subsidize floodinsurance premiums. Under the new legislation, homeowners not in compliance with flood mapscould have their premiums spike from a few hundred dollars per year to thousands of dollars peryear.II.Superstorm Sandy AidA.GORRFerzan said he had discretion over GORR’s staffing and structuring decisions, and thatneither the Governor nor others on senior staff had a role in these staffing decisions. Ferzanexplained how he staffed GORR. When he returned to the Office to head up Sandy recoveryefforts, he had no staff and no playbook on how GORR would function. Rather than create anew bureaucracy, Ferzan decided to embed the recovery efforts within already existing Statedepartments and agencies. GORR’s model was to harness existing decision making apparatusesand apply them through a recovery-oriented lens. As such, he hired a core group of individualsto serve within GORR, and GORR assisted State agencies with harnessing their expertise so thatthese agencies could determine the best way to implement a particular funding program.Ferzan’s core group within GORR consisted of approximately four to five individuals,and a few secretaries. Ferzan elaborated that he hired people who were smart, organized, goodmanagers, and who were willing to work seven days a week. In particular, Ferzan hired: (1)Terry Brody—with whom Ferzan had worked at the Attorney General’s Office—as DeputyExecutive Director of GORR; (2) Timothy Cunningham, the Governor’s Policy Advisor at thetime; and (3) several junior individuals, including from law firms and those with interest inworking in state government. In addition, an individual from New Jersey’s Office of HomelandSecurity & Preparedness was on detail at GORR. When GORR was first established, and atFerzan’s direction, certain employees from State departments and agencies, including from theDepartment of Environmental Protection (“DEP”), and the Department of Community Affairs(“DCA”), were temporarily brought in to work directly for GORR. Eventually, these employeesreturned to their respective departments.B.Federal Funding StreamsFerzan explained the complicated and highly regimented nature of federal funding forSandy aid relief. He said that there were numerous federal funding streams that consisted ofdisaster recovery resources and that each stream was administered through a different federalagency or a subcomponent within an agency. Each federal program was administereddifferently, with different application procedures, rules, and regulations regarding the appropriateuse of funds and different processes in the administration and distribution of funds.GORR analyzed each of the available federal funding streams to determine what wasavailable, and how best to apply potential funds to the key recovery sectors within New Jerseythat GORR had identified. In particular, with respect to the key recovery sectors—namely,housing, community capacity and resources, infrastructure, health and social services, naturalPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4and cultural resources, and resiliency initiatives—GORR created twelve to thirteen workinggroups for each of these areas. GORR and these groups worked together to analyze how best toharness potential federal funding to address the rebuilding needs within each of the key sectors.C.Sandy Aid & Hoboken1.FEMA Public AssistanceFerzan described FEMA’s public assistance program, which was the primary federalfunding stream for public infrastructure. He said that this program included a hazard mitigationcomponent that allowed a municipality not only to rebuild, for example, a fire station, that wasdamaged by Sandy, but also allowed the municipality to improve a structure’s hazard mitigationability.FEMA ultimately decided which projects were eligible for federal funding andapproved/disapproved applications. Under this program, the State was the grantee, andmunicipalities were the sub-grantees. Ferzan realized early on that this program was going to bean important one. Ferzan explained that FEMA was the ultimate decision maker with respect toapproving public assistance grant applications; the State helped process and submit theseapplications, and helped to ensure that the municipalities’ grant paperwork was as complete aspossible in order to maximize the likelihood that FEMA would approve of the applications. TheState, however, did not have discretion or authority to award municipalities grants.Ferzan said that, while there is no truth to Hoboken Mayor Dawn Zimmer’s allegations,hypothetically, if the State wanted to withhold Sandy aid from Hoboken for political (or anyother) reasons, the only thing the State could have done was delay the processing of Hoboken’sapplications by, for example, losing relevant paperwork. Ferzan said that there was absolutelyno interference with the processing of Hoboken’s applications for public assistance. Hobokenwent through the same process as all other municipalities in the State. Ferzan pointed out thatneither Mayor Zimmer nor anyone else has alleged or otherwise suggested that any such delaysoccurred.2.Additional Sandy Aid-Related Opportunities that Hoboken ReceivedFerzan said that not only was Hoboken never penalized for political reasons with respectto Sandy aid, but that Hoboken in fact received additional Sandy aid opportunities that were notavailable to other municipalities in the State. Ferzan explained that this was because Hoboken,with the State’s assistance, was one of a select number of municipalities that qualified for certainof the federal government’s Sandy aid-related projects.One of these projects involved the U.S. Department of Energy (the “DOE”) andconcerned a microgrid. Ferzan explained that GORR and the DOE worked closely together inconnection with this project, including with respect to securing Hoboken as one of the pilot citiesfor it. Hoboken was the only community in New Jersey with a microgrid study. In or aroundJune 2013, the DOE, the New Jersey Board of Public Utilities, and Hoboken signed amemorandum of understanding regarding this project. On or around November 20, 2013,PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5however, the DOE expressed to Ferzan its frustration with Hoboken, which had not taken certainsteps necessary to move the project forward. Ferzan stated that this was one example in whichGORR went out of its way to help Hoboken, but where Mayor Zimmer and Hoboken failed tofollow through and see the completion of a particular project.Sometime after May 2013, GORR helped Hoboken secure the opportunity to participatein another project, which involved a transit grid. This project provided Hoboken with theopportunity to bolster its transportation assets and make them more resilient. In addition, GORRhelped facilitate Federal Transit Administration (“FTA”) funding for NJ Transit assets inHoboken. The NJ Transit project in Hoboken is also expected to help protect Hoboken fromflooding. Ferzan explained that this project has also been incorporated into Hoboken’s Rebuildby Design (“RBD”) project by virtue of GORR’s collaboration. (Ferzan said that GORR alsohelped facilitate FTA funding for construction of a steel wall on the New Jersey shore. The FTAhad planned to use funds to protect Route 35, so GORR proposed that FTA’s project protect thesurrounding communities as well.)As another example that Hoboken received on the high end of Sandy aid funding, Ferzanexplained that GORR emphasized to the U.S. Army Corps of Engineers (“Army Corps”) theissue of repetitive flooding in certain areas, including in Hoboken and Jersey City. For example,Ferzan and Commissioner of DEP Bob Martin wrote a letter to the Army Corps, dated May 3,2013, regarding the repetitive flooding issue.Finally, Ferzan explained that Hoboken was also one of a small number of communitieschosen to participate in the federal government’s RBD competition. Ferzan said that GORRemphasized to HUD the importance of designs focused on a regional solution in urbancommunities, highlighting Hoboken, among other communities.D.GORR’s Role in Sandy Aid Relief EffortsFerzan explained that there were weekly meetings in the Governor’s Office regardingSuperstorm Sandy. Ferzan said that Lieutenant Governor Kim Guadagno came to these meetingsoccasionally, but did not weigh in on anything substantive regarding Sandy aid programs and/orgrants. Rather, if the Lieutenant Governor did say anything at these meetings, it was about howgreatly communities were suffering and that she was concerned about the psyche of the JerseyShore communities. The Lieutenant Governor was not involved with Sandy recovery programsand/or initiatives. Ferzan did not discuss the Rockefeller Group project or any specificdevelopment project with the Lieutenant Governor, including at these weekly Sandy meetings.Ferzan explained that he and the Lieutenant Governor generally discussed the need for a holisticplan for repetitive flooding areas.Ferzan said that Sandy aid was never awarded to, or withheld from, a municipality forpolitical reasons, and that there was never a discussion within GORR about that. Ferzanexplained that, not only did GORR never award or try to award Sandy aid on a political basis,but also that, based on the way that the federal funding streams worked, the State did not evenhave the ability to exercise any political influence over decisions made with respect to thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6granting of Sandy aid. Moreover, to maximize the federal funding that the State received,GORR established objective grant criteria based on FEMA’s guidelines.Ferzan explained another layer of protection with respect to ensuring the fairness of theSandy aid process: FEMA and other relevant federal agencies oversaw the federal funding earlyon and often in the process, and conducted routine audits on a regular basis. In addition, GORRpartnered with federal agencies to host seminars regarding best practices for the relevant Stateentities involved in administering Sandy aid to make sure that everyone involved was on thesame page.Ferzan was very focused on conducting the Sandy relief process in a fair, objective way.Ferzan said that GORR was always concerned about the perception and dynamic of winners andlosers with respect to Sandy aid because GORR knew how little potential funding was availablein total, as compared to the State’s needs. As such, Ferzan realized early on that manycommunities, individuals, and businesses would not receive funds for anything beyond minimumrepairs because there simply was insufficient funding available beyond that. As a result,GORR’s criteria focused on the hardest hit communities and individuals with the fewestresources.III.Superstorm Sandy Aid AllegationsA.Interactions with Mayor Zimmer1.November 25, 2013: Mayors MeetingFerzan recalled that, during Mayor Zimmer’s January 2014 appearance on CNN’sAnderson Cooper show, Mayor Zimmer suggested that Ferzan discussed private developmentissues with Mayor Zimmer in an inappropriate way. In particular, Mayor Zimmer alleged thatFerzan summoned her to a meeting at the State House in Trenton to discuss private development.Ferzan explained that it was GORR’s practice to document their Sandy aid-related meetings andactions, including through call logs and calendars. Based on Ferzan’s calendar entries, the lasttime that Mayor Zimmer attended a meeting at the State House with Ferzan/GORR was on oraround November 25, 2013. That meeting was hosted by GORR and consisted of mayors fromNorthern, Central, and Southern New Jersey; the attendance log for the meeting showed thatMayor Zimmer signed in and that there were approximately 30 people present. At the meeting,GORR gave a PowerPoint presentation on the application of Community Development BlockGrant (“CDBG”) funding in New Jersey at the time, as well as the limitations and substantialneeds regarding funding going forward. Ferzan remarked that, on Anderson Cooper, MayorZimmer appeared to be suggesting that Ferzan was somehow pushing her to support a privatedevelopment project at that meeting. Ferzan explained that, contrary to Mayor Zimmer’sallegations, this meeting was one to which all mayors in hard-hit Sandy areas had been invitedand concerned primarily CDBG. Based on the summary of the meeting, Mayor Zimmer askedfor more funds for Hoboken in the next round of federal funding. In response, Ferzan explainedto her that HUD Secretary Shaun Donovan had already determined what type of funding wouldbe included in the second round. In other words, Ferzan noted, it was the federal government—not New Jersey—that decided the type of Sandy aid funding available.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7Ferzan did not specifically recall Mayor Zimmer bringing up RBD at the meeting, butsaid there may have been a reference to RBD in notes of the meeting taken by someone in DCA.Ferzan stated that the Rockefeller Group project was not discussed at this meeting, and thatMayor Zimmer did not suggest that anything regarding Sandy aid was or had been tied to thatproject in any way. Ferzan did not recall ever having had a one-on-one meeting with MayorZimmer. Ferzan said that it was possible that Mayor Zimmer, and another attendee fromHoboken, Stephen Marks, approached Ferzan after the November 25 meeting, but Ferzan did nothave any specific recollection of any such meeting, including what they had discussed.Ferzan explained that GORR highlighted urban areas and repetitive flooding incommunities like Hoboken when discussing the second tranche of CDBG-DR funding withHUD. Ferzan explained that the second tranche of CDBG funds contemplates funding majorinfrastructure projects—including a Flood Mitigation Program and an Energy Bank, whichwould help support Hoboken’s potential microgrid project—but that the funding had not yetbeen allocated to DCA and DCA’s Action Plan had not yet been submitted. In the first trancheof CDBG-DR funds, New Jersey prioritized assisting families with rebuilding their homes,helping small businesses get back on their feet, and addressing the immediate needs ofcommunities to finance and operate in the aftermath of the storm.2.Interactions with Mayor ZimmerFerzan said that, over the past year, he probably interacted with Mayor Zimmer a total often times (including in-person and telephonically). Whenever he did interact with MayorZimmer, she was supportive of private developers that were willing to invest in resiliencymeasures at their own cost. Ferzan added that Mayor Zimmer seemed to be “all over the place”during their conversations. For example, during one conversation with Ferzan, Mayor Zimmerrequested oyster beds for Hoboken, and Ferzan responded that he did not think that oyster bedswould be a good flood mitigation program, but that he would ask the Stevens Institute ofTechnology and Rutgers University for an assessment. Another time, Mayor Zimmer toldFerzan that she wanted a hydraulic wall system surrounding Hoboken. Ferzan asked MayorZimmer if any preliminary studies and/or engineering analyses had been conducted because,based on Ferzan’s layman understanding, it seemed that such a wall would mean that waterwould be trapped in, and potentially flood, neighboring towns. Ferzan also recalled a letter fromMayor Zimmer about pump stations, which was Mayor Zimmer’s next fixation. Ferzan pointedout that each of these requests concerned complicated programs, which was why GORR retaineduniversities, including the Stevens Institute and Rutgers, to study the effectiveness and viabilityof these types of proposed programs. Ferzan said that Mayor Zimmer always wanted a lot ofmoney and that she wanted it fast, and yet it was not even clear that what she wanted on anygiven day was in the State’s, let alone Hoboken’s, best interests. In their conversations withMayor Zimmer, Ferzan discussed the billions of dollars of unmet needs throughout the State andthe challenges that GORR would have in helping a single community in the ways Mayor Zimmerwas suggesting.On or around May 15, 2013, Ferzan met with Mayor Zimmer and representatives fromFEMA, DEP, and the New Jersey State Police, to discuss Hoboken’s resiliency plans.Previously, Mayor Zimmer had said that she wanted to make a public announcement that she hadPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8developed resiliency plans for Hoboken and wanted federal funds to pay for them. In response,Ferzan suggested that before Mayor Zimmer makes any such announcement, they work togetherto identify a particular federal funding stream for her resiliency plans. Thus, Ferzan organizedthe May 15 meeting, during which meeting FEMA’s public assistance program was identified asa viable avenue. Thereafter, however, Mayor Zimmer did not follow up with the relevant Stateand/or federal agencies in pursuing this potential source of funding. Ferzan noted that the entireback-and-forth with Mayor Zimmer on this issue seemed very political. At the time that MayorZimmer wanted to make her unilateral request for federal funding, she was in the middle of anelection cycle and, rather than call GORR, Mayor Zimmer wrote the Governor’s Office multiplepublic letters over the course of a few weeks regarding funding. After the May 15 meeting,however, Mayor Zimmer did not pursue securing funds from FEMA for resiliency plans.Ferzan did not recall hearing about the Rockefeller Group prior to Mayor Zimmerpresenting the Rockefeller Group’s flood mitigation plan for Hoboken in early 2013. At thispoint in time, the Office was in crisis mode focusing on Sandy recovery. Ferzan said that privatedevelopment firms or a private development project would not have made an impression on himaside from the fact that a private developer was willing to pay for resiliency measures. Ferzandid not recall ever attending a meeting with the Rockefeller Group, though he had individualconversations with Lori Grifa and David Samson later in the year regarding the RockefellerGroup’s willingness to help finance Hoboken’s flood mitigation plan, and later about providingsupport to Hoboken’s RBD project.B.May 10, 2013 Senior Staff RetreatFerzan attended the senior staff retreat on May 10, 2013. Ferzan recalled that he gave a45-minute presentation on Sandy aid during the retreat that highlighted, among other things, thatdamages across New Jersey far exceeded available funds. Ferzan did not recall Hoboken comingup during his presentation or otherwise at the retreat. Ferzan did not recall discussing theRockefeller Group’s North End development during his presentation or otherwise at the retreat.Ferzan recalled that his presentation mentioned public-private partnerships as a potential fundingstream to help address the gap between damages and available funds. Ferzan did not recall theShopRite event coming up during the retreat, but recalled that the Lieutenant Governor made astatement to the press at a ShopRite event to the effect that the Governor had to focus onrecovery throughout New Jersey, which, Ferzan noted, was another a theme in his presentation.C.Presidential Hurricane Sandy Rebuilding Task Force & PrivateDevelopmentFerzan explained that both he and Mayor Zimmer were on the Presidential HurricaneSandy Rebuilding Task Force, of which HUD Secretary Donovan was the chair. Ferzan said thatthe task force generated a report to President Obama, which recommended using federal funds inconjunction with public-private partnerships. Ferzan stated that the recommendation was basedin part on discussions that the task force had with a number of New Jersey communities,including Hoboken, and also involved discussions with private developers who were willing topay for resiliency measures. Ferzan added that not only did the report recommend public-privatepartnerships, but also that Mayor Zimmer stated in her 2013 State of the City Address that therePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9would be private funding in Hoboken and thanked the Rockefeller Group by name for itsengineering designs.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Forrest Interview MemorandumOn March 20, 2014, June Forrest was interviewed by Matthew Benjamin and SarahVacchiano of Gibson Dunn. Forrest was not represented by counsel during the interview.All information contained herein was provided by Forrest or as indicated. The informationin brackets was obtained from publicly-available sources, not from the interview itself.Forrest has not read or reviewed the memorandum and has not adopted or approved itscontents. Benjamin began the interview by administering the standard Upjohn warnings perGibson Dunn’s protocol, and requesting that Forrest refrain from discussing the investigationand interview with others. Forrest stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundForrest joined the Governor’s Office in January 2010 as Deputy Director ofAppointments and Senior Counsel. Forrest is currently on a leave of absence from theAttorney General’s Office, where she oversaw employment litigation and employmentcounseling.A.Role and ResponsibilitiesWithin the Governor’s Office, Forrest serves as an employment lawyer with bothlegal and non-legal responsibilities. She oversees placement of people in positionsthroughout the Administration and is also responsible for reviewing agency statutes andensuring that all employment decisions comport with civil service law.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTB.Interactions with the Port Authority of New York & New JerseyForrest routinely interacts with various authorities in the normal course of placingpotential candidates across state government.From time to time, Forrest sent resumes to the Port Authority to assess openings forparticular candidates. David Wildstein was Forrest’s main contact at the Port Authority, andthey interacted frequently. Forrest does not recall specifically who first introduced Wildsteinas Forrest’s main point of contact at the Port Authority, but thinks it was either Bill Stepienor Michele Brown.Forrest recalled that Wildstein was very helpful in bringing her up to speed when shestarted placing people in state government. Forrest explained that she did not come to theGovernor’s Office with a political background and therefore relied on people like Wildsteinto educate her on the nuances of hiring within state government. Forrest had a professionalrelationship with Wildstein but also considered him to be a friend. She recalled thatWildstein was kind to her and sent her flowers when she was recovering from a procedurethat required her to be under anesthesia—a procedure that Wildstein knew Forrest wasanxious about undergoing.C.Interactions with Bill StepienForrest worked with Stepien when he was Deputy Chief of Staff in the Governor’sOffice. Following Stepien’s transition to the Governor’s re-election campaign, Forrestmaintained a relationship with Stepien. Her son also worked for Stepien during the reelection campaign. Forrest was very fond of Stepien. She has not reached out to him sincethe events of January 8, 2014.Forrest thought that Wildstein and Stepien had a close professional relationship.II.Chronology of the George Washington Bridge EventsA.Late November / Early December 2013 Conversation with WildsteinForrest recalled speaking with Wildstein by phone in either late November or earlyDecember 2013. Forrest said that the conversation started as a routine professionalconversation discussing a potential candidate that Forrest was not involved in placingbecause he was the husband of a cabinet member. Wildstein called to tell Forrest that he wasunable to find a position for the candidate, and asked Forrest to call and let the candidateknow that there was no opening at that time. Forrest recalled Wildstein sounded down, soshe asked him what was wrong. In response, Wildstein asked her if she had read the papers;Forrest replied that she had not. Wildstein explained that the Port Authority had done atraffic study that created problems and was causing issues for the Administration. Forresttold Wildstein that everyone makes mistakes, and he should not worry about it. WildsteinPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthen said that he was bothered mainly because he would have to stay on at the Port Authority(presumably to see the issue through and help weather the storm), and the job was tiring andhe wanted to go back to his family’s business.B.December 6, 2013 – Wildstein’s ResignationFollowing Wildstein’s resignation on December 6, 2013, Forrest texted or calledWildstein to say good luck, and told him she was happy he would finally get to go back tothe family business as he wanted. Wildstein responded he hoped they could meet for acoffee during the upcoming holidays.Forrest said that they never ended up meeting for coffee, partly due to her busy workschedule during that particular time of year and increased hiring trends, and partly becauseForrest became ill with the flu and bronchitis. At some point before January 8, 2014, Forrestrecalled texting Wildstein to say that she felt guilty that they never connected for coffee, andshe hoped Wildstein was doing well. Forrest has had no contact with Wildstein since thattext.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Gilroy Interview MemorandumOn February 28, 2014, Jim Gilroy was interviewed by Avi Weitzman and AlyssaKuhn of Gibson Dunn. Gilroy was not represented by counsel during the interview. Allinformation contained herein was provided by Gilroy or as indicated. Gilroy has not read orreviewed this memorandum and has not adopted or approved its contents. Weitzman beganthe interview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Gilroy refrain from discussing the investigation and interview with others.Gilroy stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesGilroy serves as the Advance Director in the Office of the Governor. Gilroy isresponsible for planning and executing all of Governor Christie’s events. Gilroy joinedGovernor Christie’s campaign as Director of Advance in June 2009, and has served in thatcapacity in both of Governor Christie’s administrations.B.Interactions with the Port AuthorityGilroy stated that he met David Wildstein, Director of Interstate Capital Projects atthe Port Authority, sometime after January 2010 after Gilroy joined the Office of theGovernor as Director of Advance. Gilroy said that he got to know Wildstein becauseWildstein was his point of contact when planning events for Governor Christie that involvedthe Port Authority.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTWhen asked what his impressions were of Wildstein, Gilroy said that Wildstein wassomeone who got things done. Gilroy also said that, on a few occasions, Wildstein offeredhis advance team gifts or favors. Gilroy was not sure whether Wildstein was being facetiousor serious. For example, at one of the 9/11 Memorial events, Wildstein offered theGovernor’s Office a Port Authority emergency vehicle with satellite communicationcapabilities so that the Office of the Governor could live stream Governor Christie’s events.Gilroy thought this was inappropriate, since the van was Port Authority property thatWildstein could not just give to the Governor’s Office, so Gilroy refused Wildstein’s offer.When asked to what extent Wildstein elevated issues up to Bill Baroni, Patrick Foye,and David Samson, Gilroy explained that in his position, there were never any issues thatWildstein needed to elevate to his superiors.II.Chronology of the George Washington Bridge EventsWeitzman then inquired of Gilroy about telephone calls he had with Wildstein on oraround September 11, 2013. Gilroy explained that he communicated with Wildstein duringthe week of September 9, 2013, because Gilroy was preparing for the 9/11 Memorial eventwith the Port Authority. Gilroy stated that Wildstein never mentioned or suggested anythingregarding the George Washington Bridge (“GWB”) lane realignment during those telephonecalls. Nor did Wildstein ever warn Gilroy to avoid the GWB during that week. Gilroy saidthat he was not even aware at the time of the GWB lane realignment or traffic issues duringthe week of September 9, 2013.When asked whether Gilroy had any conversations with Bridget Kelly, Deputy Chiefof Staff for Legislative and Intergovernmental Affairs (“IGA”), regarding the GWB lanerealignment, Gilroy did not recall speaking with Kelly about the lane realignment before orduring the realignment, but recalled that he had one conversation with Kelly regarding theGWB lane realignment in December 2013. Gilroy explained that he works closely with theCommunications Office and IGA in his role at the Office of the Governor, so he spoke withMaria Comella and Kelly daily. Gilroy recalled that, in December 2013, sometime afterBaroni and Wildstein resigned, but before Christmas, he and Kelly walked into Kelly’s officeand Gilroy made a comment about the news stories alleging the GWB lane realignment wasmotived by political retribution. Once inside the office, Gilroy commented, in sum orsubstance, what is going on, what were people thinking? Gilroy recalled that Kelly shookher head and replied that she agreed and that this was ridiculous. That was the extent of theirconversation, and after his comment, they changed the subject. Gilroy said that he did notget the impression from Kelly’s reaction, or any other interactions or communications withKelly, that she had any knowledge or involvement in the GWB lane realignment.Gilroy also recalled that he spoke with Wildstein once in December 2013 or January2014, after Wildstein had resigned from the Port Authority, but before his emails werereleased to the public. Gilroy called Wildstein for career advice. Gilroy explained that, inPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe past, he had spoken with Wildstein about transitioning to the Port Authority. Gilroy didnot speak to Wildstein about the GWB lane realignment and said that if the issue had comeup, he would have hung up the phone.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Goetting Interview MemorandumOn March 21, 2014, Lou Goetting was interviewed by Alexander H. Southwell andSarah Vacchiano of Gibson Dunn. Goetting was not represented by counsel during theinterview. All information contained herein was provided by Goetting or as indicated. Theinformation in brackets was obtained from publicly-available sources, not from the interviewitself. Goetting has not read or reviewed the memorandum and has not adopted or approvedits contents. Southwell began the interview by administering the standard Upjohn warningsper Gibson Dunn protocol, and requesting that Goetting refrain from discussing theinvestigation and interview with others. Goetting stated that he agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Goetting joined Governor Christie’s Administration in 2010 as Cabinet Secretary.His title subsequently changed and he now serves as the Governor’s principal Deputy Chiefof Staff. Before joining state government, Goetting served as the principal and founder ofGoetting Ahead, a public policy consulting firm. Previously, Goetting was Executive VicePresident of Administration, Operations and Information Technology for BrookdaleCommunity College. From 1998-2002, Goetting was the Vice President of Administration atthe University of Medicine and Dentistry of New Jersey. Before joining the ChristieAdministration, Goetting served as both Deputy and Assistant State Treasurer for NewJersey from 1994-1998.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Goetting received a B.A. in government and law from Lafayette College and anM.P.A. from Fairleigh Dickinson University.]A.Role and ResponsibilitiesGoetting’s responsibilities as both Cabinet Secretary and Deputy Chief of Staff havelargely focused on the operation of the cabinet departments, in addition to the development,implementation and management of current and future state budgets and departmentalinternal operations. Goetting said that he reviews requests for the development of newprograms, and issues related to hiring, termination, and changes in organizational structure.In addition, Goetting said that he negotiates with the state legislature over the annualoperations budget.B.Interaction with the Office of Legislative and Intergovernmental AffairsGoetting said that he routinely interacts with the Office’s Legislative andIntergovernmental Affairs (“IGA”) unit to ensure that local governments are timely informedand aware of departmental decisions affecting those municipalities. Goetting stated that herelies on IGA to communicate to local governments what the state is doing for theircommunities before projects administered by the state’s approximately $35 billion budget areannounced to the general public.Goetting interacted with Bill Stepien during Stepien’s tenure as Deputy Chief of Stafffor IGA, and then with Bridget Kelly once she succeeded Stepien in IGA. Goetting did nothave a social relationship with either Stepien or Kelly.C.Interactions with the Port Authority of New York & New JerseyGoetting said that he has minimal involvement with the Port Authority. Goettingknew Bill Baroni from Baroni’s time as a New Jersey State Senator, but did not interact withBaroni in his capacity as Deputy Executive Director of the Port Authority. Goetting did notrecall ever meeting David Wildstein.II.Superstorm Sandy Aid AllegationsGoetting was the Governor’s authorized FEMA representative when Hurricane Sandyhappened in 2012. Goetting said that he has been both personally and professionallyinvested in post-Hurricane Sandy aid programs, because his house was impacted byHurricane Sandy and Goetting is still unable to go back to his home due to the damage.Goetting said that he has applied for every Hurricane Sandy relief program available to NewJersey residents and therefore has personal experience with the distribution process.Goetting has also attended every Hurricane Sandy meeting with Governor Christie and usedPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3his personal experiences applying for aid to help educate the Governor about the complexprograms and distribution process. Goetting said he has participated in most, if not all,discussions about the State’s development of various relief programs, and there has neverbeen a discussion of tying Hurricane Sandy aid to politics.III.Chronology of the George Washington Bridge EventsA.Spring 2013Goetting did not have any knowledge of efforts to obtain the endorsement of Fort LeeMayor Mark Sokolich or other elected officials. He recalled reading in the paper about theDemocratic endorsements that the campaign obtained.B.September 9-13, 2013 – George Washington Bridge Lane RealignmentGoetting had no knowledge of the Fort Lee lane realignment either before the lanerealignment occurred or during the week of the realignment itself. Goetting first becameaware of the lane realignment when it was first reported in the press. He recalled thateveryone in the Governor’s Office summarily dismissed the notion of the Governor’s Officebeing involved in a plan to realign the lanes for political retribution as being ludicrous.Goetting did not have a conversation with Kelly at any time about the lanerealignment or the news about the realignment.C.December 13, 20131.Senior Staff MeetingGoetting recalled attending the senior staff meeting that the Governor organized onthe morning of December 13, 2013. Goetting recalled that the Governor stood behind hischair as he addressed senior staff during the meeting. Goetting described the Governor asangrier than Goetting had ever seen him.Goetting recalled the Governor saying that the national attention on the Governor’sOffice and his staff would be ten times brighter following the Governor’s re-election victoryin November 2013, and told them that they all needed to be smarter, brighter, and moreattentive.Goetting recalled that the Governor looked everyone in the eye and said that ifanyone knew anything, they had to tell him now because he was going to do a pressconference shortly after the meeting denying his own knowledge of the lane realignment andpublicly stating that none of his staff had any knowledge of the lane realignment. Goettingrecalled the Governor specifically telling everyone not to make a liar out of him. GoettingPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4recalled everyone looking at each other as if to say, this is crazy. Goetting recalled sittingdiagonally across the table from Kelly, but did not recall anything in particular about Kelly’sdemeanor during the senior staff meeting.Goetting recalled that the Governor told everyone they had a short period of time tobring whatever information they had to either the Chief of Staff or Chief Counsel. Goettingdoes not recall having a discussion that day with either the Chief of Staff or Chief Counsel.D.January 8, 2014 – Kelly’s Emails Revealed in The Bergen RecordGoetting recalled being in the Governor’s Office when the news broke about Kelly’semails with Wildstein regarding the lane realignment. He did not recall going toDrumthwacket on January 8, 2014.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Gornitz Interview MemorandumOn January 30, 2014, Reed Brodsky and Alyssa Kuhn of Gibson contacted VivienGornitz, Special Research Scientist at Columbia University.At the outset of the call, Brodsky informed Gornitz that Brodsky and Kuhnrepresented the Office of the Governor of the State of New Jersey and that Gibson Dunn wasconducting an internal review of, among other things, allegations made by Mayor DawnZimmer. Brodsky further said that Mayor Zimmer has stated, among other things, that therewas some conversation between her and Commissioner Richard Constable prior to or right atthe start of the appearance on the NJTV television program, “Superstorm Sandy: A LiveTown Hall” in May 2013.I.Superstorm Sandy AidA.May 16, 2013 – NJTV Live Town Hall EventGornitz stated that she recalled attending the “Superstorm Sandy: A Live Town Hall”program and recalled sitting on stage. Gornitz stated that she did not hear the conversationbetween Mayor Zimmer and Commissioner Constable. Gornitz stated that she did not knowCommissioner Constable or Mayor Zimmer.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Governor Christie Interview MemorandumOn February 12, 2014, February 28, 2014, and March 18, 2014, Governor ChrisChristie was interviewed by Randy Mastro, Debra Wong Yang, and Alexander H. Southwellof Gibson Dunn. The Governor was not represented by counsel and volunteered to makehimself available to be interviewed. All information contained herein was provided byGovernor Christie. Governor Christie has not read or reviewed the memorandum and has notadopted or approved its contents.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Allegations concerning Sandy Aid and Mayor ZimmerIn response to questions about the Governor’s Administration’s focus on Sandy aid,Governor Christie explained that he established a separate office—the Governor’s Office ofRecovery and Rebuilding, referred to as GORR—within his Office to coordinate Sandy aid.He established GORR to help administer aid in an orderly and responsive manner. Theprocess of funding reimbursements is complicated and needed a dedicated staff.Specifically, the Office was tasked with handling requests for Sandy aid and the extensivefederal and state oversight of Sandy aid, including integrity audits. The Governor’s charge tothose who worked on the Sandy aid response was that because there were lots of differentsources of aid, aid should be distributed quickly and efficiently to the people who need it.The Governor established weekly meetings in order to help those in need to access availablefunds. He hired Marc Ferzan, a former federal prosecutor, to head up GORR because he wasa very effective, “by the book” guy. The Governor commented that he was confident thatFerzan would not be overwhelmed or frustrated by the task at hand, which wasextraordinarily complex.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTThe Governor was involved in some policy decisions concerning the types ofrecovery programs and projects to pursue. Examples of such decisions included whether tobuy out homes in repetitive flood areas and whether to provide aid to elevate homes. TheGovernor further understood that much of the Sandy aid was based on formulas, and he wasnot generally involved in issues of where the aid money was distributed after programs weredecided upon. On occasion, the Governor would get reports on where the aid money wasdistributed and any problems with contractors. If something was not working, his GORRteam would become aware of it, and sometimes, he would hear how they were trying to fix it.The Governor often commented that aid should be distributed “on the merits.” GovernorChristie noted that there was always a concern that there was so much need and not nearlyenough money.When asked about Mayor Dawn Zimmer, he believed he spent more time with MayorZimmer than most other Mayors in the State. Governor Christie noted that Mayor Zimmerwas one of a few mayors he met with alone in his Office about Sandy aid. He recalled thatthat meeting occurred in the winter of 2013, likely in February. At that one-on-one meetingwith the Governor, Mayor Zimmer had come with a presentation that outlined her plan forflood control for Hoboken, including showing the Governor large maps with proposed floodwalls and pumps. That one-on-one meeting with Mayor Zimmer, which occurred in theGovernor’s Office, was followed by another larger meeting that Mayor Zimmer had withCommissioners in the Christie Administration at Governor Christie’s behest.The Governor stated that there is no truth to the allegations that he directed anyone totie Sandy aid to any political considerations or support for any economic developmentprojects. The Governor made clear that he did not give any such direction and did not sendany messages to anyone about tying Sandy aid to economic development projects. TheGovernor further stated that he did not provide any direction to the Lt. Governor, as alleged,at any time.A.Rockefeller Development GroupAsked about awareness of the Rockefeller Group development project in Hoboken,the Governor stated that he had only a very general awareness of the Rockefeller Group andthat they were attempting to pursue some development in Hoboken. The Governor wasaware of the Rockefeller Group from some other projects around the state, including groundbreakings or ribbon-cuttings that he recalls having attended. The Governor recalls that therewas another development project in Hoboken involving NJ Transit, but he does not recall orknow if he knew the name of the other developer of that project or any other details about theproject; he simply refers to it as the NJ Transit project. [NOTE: LCOR is the developer ofthe NJ Transit project.] The Governor did recall, however, that NJ Transit was frustrated thatMayor Zimmer was not supporting that other project, despite it being a good project. TheGovernor did not recall from whom he had heard this.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTThe Governor was not aware, and had no recollection of ever knowing, that MayorZimmer took any position adverse to the Rockefeller Group project.The Governor had no specific recollection of any meetings with any RockefellerGroup executives or lobbyists. He acknowledged that he may have met or seen RockefellerGroup executives at events. He recently saw a photograph of himself and a RockefellerGroup executive at a DayTop Village charity event last year. He had not recalled seeing theexecutive at that large gathering, but realized that he must have, given the photograph.The Governor stated that he now knows that Wolff & Samson represented theRockefeller Group, although he was not aware of that at the time of the allegations at issue.The Governor has not met with Lori Grifa of Wolff & Samson since she left DCA.Concerning the alleged May 10, 2013 meeting with the Lt. Governor, the Governordid not recall having any substantive conversations with the Lt. Governor at the Senior Staffretreat. The Governor recalled only two interactions with the Lt. Governor at the retreat:first, the Governor recalls singing a song with the Lt. Governor after dinner; second, theGovernor recalled going to the kitchen for a snack—he recalled having raspberries—andrunning into the Lt. Governor in the kitchen and briefly saying hello. The Governor did notrecall any conversations at all at that Senior Staff retreat about the Rockefeller Group. Andhe did not recall any conversations with the Lt. Governor about Mayor Zimmer at the SeniorStaff retreat. Nor did the Governor recall any conversation with the Lt. Governor aboutMayor Zimmer since May 1, 2013, with the exception of a call from the Lt. Governor afterthese allegations were made by Mayor Zimmer in January 2014, in which the Lt. Governorassured the Governor that the allegations were false.The Governor further commented that even if the Rockefeller Group’s Hobokendevelopment project were to have been mentioned to him, he would not have knownanything about the project. He therefore would not have directed the Lt. Governor to“deliver a message” in Hoboken to Mayor Zimmer, and he did not do so.In response to a question about whether the Governor was familiar with the NJTVprogram with Commissioner Constable and Mayor Zimmer, the Governor said that he didnot see the program. He did not have any conversations with Commissioner Constablebeforehand about the program or about what to say at the program. He also did not ask ordirect Commissioner Constable to send “a message” to Mayor Zimmer, as Mayor Zimmersuggested. The Governor noted that he does not have any memory of the event happening,that Commissioner Constable was going, that Mayor Zimmer was going, or thatCommissioner Constable would interact with Mayor Zimmer. The Governor first heardabout the allegations regarding Commissioner Constable when he read the news about it onthe way to Florida in January 2014. At some point after the news report, the Governor got acall from Commissioner Constable, who told the Governor that the allegations were false.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTIn response to a question about Mayor Zimmer’s allegations against Marc Ferzan, theGovernor said he had no conversations with Ferzan about delivering any such message toMayor Zimmer and gave no such direction to Ferzan.In response to a question about Rebuild by Design, the Governor commented that hecannot recall any discussions with Mayor Zimmer about Rebuild by Design. The Governorhad a vague and general recollection that there were three New Jersey proposals in the finalsof the competition—one from the shore, one from Hoboken, and the third related to theMeadowlands. The Governor did not recall any prioritization among these three projects.The Governor had no recollection that Mayor Zimmer wanted New Jersey to prioritizeHoboken’s project and support only it over the other New Jersey projects, although theGovernor did have an understanding that Mayor Zimmer was advocating for Hoboken’sRebuild by Design project. The Governor was aware that a credo of Rebuild by Design waspublic-private partnerships.In response to a question about any visits to Hoboken since May 2013, the Governorrecalled visiting Carlo’s Bakery for an endorsement by a small business group.In response to a question about a potential endorsement from Mayor Zimmer, theGovernor explained that at the end of his February 2013 meeting with Mayor Zimmer, hetold her that he was not going to ask that day, but that he may come to ask for herendorsement later, and he asked her to start thinking about that and let him know her views.The Governor thought that he had a good working relationship with the Mayor. TheGovernor knew the Mayor was concerned about crossing party lines to endorse, in part,because she was up for re-election, and she responded that she couldn’t give him an answer.And the Governor said he was fine with that. The Governor had no other directconversations with Mayor Zimmer about her endorsement, although he understood that thecampaign approached her at a later date. He recalled that at some point in the Fall, MayorZimmer indicated she might publicly state that she would vote for the Governor but that shedid not want to use the word “endorse.” At that late date, the Governor had so many otherendorsements, and was well ahead in the polls, so he did not see much value in Zimmer’sexpression of support without an endorsement.II.Fort Lee Mayor Mark SokolichThe Governor had no memory of meeting Mayor Sokolich. The Governor knewMayor Sokolich’s name because of the accusations that Mayor Sokolich made. When thoseaccusations came up, the Governor asked Stepien if there was any truth to them. Stepienresponded that they had asked in spring 2013 for Mayor Sokolich’s endorsement, but thatMayor Sokolich had said that due to business reasons, he could not be publicly supportive.After that, Stepien remarked, they left Mayor Sokolich alone. Stepien commented that,accordingly, he did not understand the allegations concerning retribution against MayorSokolich. This information from Stepien made sense to the Governor because he did notPage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTrecall being asked to court Mayor Sokolich. After speaking with Stepien, the Governorbelieved that the news stories were just being stirred by the press or Barbara Buono.III.Chronology of the George Washington Bridge EventsGovernor Christie did not know about any plans or ideas for the lane realignment ofthe three dedicated Fort Lee lanes at the George Washington Bridge (“GWB”) at any time.Governor Christie had no role in the lane realignment and no knowledge of anyone’sparticipation in the lane realignment. He did not discuss the lane realignment with any PortAuthority or Administration personnel.While the realignment was in effect, Governor Christie did not recall being aware ofthe lane realignment or the traffic caused by the lane realignment.A.9/11 Memorial EventFor the 9/11 Memorial Event, Governor Christie, at Charlie McKenna’s suggestion,took a ferry across the Hudson River with the New Jersey families of 9/11 victims. Uponarrival in Manhattan, the New Jersey State Police drove the Governor to the arrival site,where he was met by Baroni. Wildstein and Samson joined at some point later. GovernorChristie then stood around for a while, waiting for Governor Cuomo to arrive, so that the twogovernors could enter at the same time, per tradition. During this waiting period, variousPort Authority employees were brought over by Baroni and/or Wildstein to take pictureswith Governor Christie.The Governor did not believe that Chip Michaels was there. The Governor said hedid not know Michaels well, but he is familiar with Michaels’ family. They werereacquainted in the past few years because their children played hockey. The Governorrecently saw Michaels at the hockey rink, where they discussed their children and hockey,including his son’s recent injury. The Governor never discussed the GWB traffic or lanerealignment with Michaels.Mrs. Christie was by the Governor’s side throughout the 9/11 Memorial Event,including the period before the event began. Before the 9/11 Memorial Event began, theGovernor recalled that Mrs. Christie asked to use a bathroom, and Wildstein directed her to alarge white Port Authority trailer. She went into the van, and then exited, saying that therewas no bathroom in the trailer. A female Port Authority Police Department officer, who waspossibly Baroni’s driver, then took Mrs. Christie to the bathroom. Otherwise, Mrs. Christiewas with the Governor throughout the event.During the time before the event started, Baroni and Wildstein, along with others,were present for most of the time. The Governor has no specific recollection ofconversations with them, other than light banter. Asked whether anyone raised the subject oftraffic in Fort Lee prior to or at this event, the Governor responded that he had no suchPage 6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTrecollection, and any such mention would not have been memorable to the Governor becausetraffic issues are a regular occurrence. Asked whether anyone raised Mayor Sokolich withhim at the 9/11 event, the Governor responded that he did not believe there was any mentionof Mayor Sokolich.The Governor left the 9/11 Memorial Event early to go to a doctor’s appointment inManhattan. Following that appointment, he went to the West 30th Street heliport, and tookthe NJSP helicopter south to Trenton. The helicopter flew over the Statue of Liberty and theVerrazano Bridge, and then took a hard right, as it always does.B.Bill StepienStepien and the Governor did not meet regularly. Stepien was an incredibly hardworker who put in long hours. He would often remain in his office, focused on his work, andrarely venture to the Governor’s office. Stepien was also very formal and respectful of theGovernor’s time. Stepien generally did not drop by to discuss things with the Governor, asothers who worked with the Governor at the USAO would do. Usually, the Governor wouldhave to go to Stepien’s office if he wanted to speak with Stepien. As of April 2013, Stepienwould need an appointment to meet with the Governor because he was no longer a Stateemployee.C.David WildsteinThe Governor first met Wildstein in 1977, when both were students at LivingstonHigh School and volunteering on Tom Kean’s gubernatorial primary election. The Governorand Wildstein attended the same high school, but were not in the same class. The Governorhad very little recollection of Wildstein in high school, and believed they did not havesignificant interaction during that time.After high school, the Governor recalled that Wildstein was elected to the TownCouncil, which was notable because he was so young. He also recollected Wildstein’selection as Mayor. The Governor read about both of those elections. He also recalledreading that Wildstein took some controversial political steps, including firing a local judgethat was the father of a friend—Marty Brenner—in the 1980s. After that, the Governor hadno contact with, or any recollection regarding, Wildstein, until around 2000 in the context ofthe Franks 2000 U.S. Senate campaign. At that time, the Governor was counsel to theGeorge W. Bush presidential campaign in New Jersey. Baroni was Franks’ campaigncounsel, and Wildstein also worked on the Franks Senate campaign. The Governorinteracted directly with Baroni, as they were both counsel to their respective campaigns.Around the time that he was thinking about getting ready to run for governor, theGovernor recalled hearing speculation that Wildstein was “Wally Edge,” which made theGovernor laugh because he thought it was possible, given that Wildstein is such an “oddPage 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTduck.” After the 2009 campaign, DuHaime told the Governor that Wildstein was “WallyEdge.”D.Port Authority PositionsUpon assuming the Office, the Governor decided to keep Anthony Coscia asChairman at the Port Authority for a period of time, due to the complexity of negotiationsconcerning the World Trade Center rebuilding efforts. The Governor discussed the positionof Deputy Executive Director with DuHaime, who suggested Baroni for the position. TheGovernor was reluctant because Baroni sat in a swing seat, but DuHaime made the case thatthe party could keep the seat, and that Baroni had the necessary smarts and skills. TheGovernor then decided to name Baroni as Deputy Executive Director, along with theGovernor’s appointment of Samson as the Port Authority Chairman.At some point, someone, possibly Deb Gramiccioni, told the Governor that Baroniwanted to bring in Wildstein and pay him over $200,000 a year, which she said was too high.The Governor agreed and said that Wildstein’s appointment was acceptable as long as he wasnot paid too much. While the Governor did not recall the amount discussed, he nowunderstands that Wildstein made $150,000 per year while at the Port Authority, and so hebelieved that $150,000 may have been the amount discussed with Gramiccioni.As an indication of his lack of connection to Wildstein, the Governor pointed out thatWildstein is not a contact in his cell phone. The Governor commented that his direct contactwith Wildstein was when Baroni brought him to meetings.E.September and October 2013The Governor did not recall reading the “Road Warrior” piece about the lanerealignment.The first week of September was particularly busy for the Governor. He went to aSunday football game in Texas, and then to Dallas, San Antonio, and Houston. The Seasidefire was a big deal on September 12. He first learned about the fire when he was interruptedduring a Sandy recovery meeting by a message from a journalist. He sent Comella to checkout the news, and learned that the fire was out of control. The Governor decided to caravandown to Seaside that night with a group that included Michele Brown, CommissionerConstable, Bridget Kelly, and others. During that time, he had no discussion with Kellyregarding Fort Lee or the lane realignment. The Governor was preoccupied with the fire andwhat needed to be done to respond to it.The Governor had no specific recollection of the September 17, 2013, and October 1,2013 Wall Street Journal (“WSJ”) articles, but generally recalled that the WSJ was the leadoutlet reporting on this story. He recalled seeing the substance of Foye’s email and an articleabout it, but was not sure when it was posted—at night or the next day. He was aware thatPage 8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe articles included claims of violations of law. The Governor had two reactions to thearticle: (1) it was typical of Foye to write and then leak an email, rather than directlydiscussing the issue; and (2) the Governor wanted to know what happened. Soon thereafter,the Governor raised the issue with McKenna and/or O’Dowd. At some point thereafter, theGovernor thought McKenna came back and told him that Baroni said this was a traffic study,and that Foye was making a huge deal out of nothing. This explanation was consistent withthe Governor’s understanding of tensions at the Port Authority, and therefore, after hearingthis explanation, he was satisfied at that time.F.November 2013The Governor next heard about this issue when it was brought to the Governor’sattention whether Baroni should appear at a legislative committee meeting without beingsubpoenaed. The Governor’s reaction was that he should appear. The Governor did notlisten to or follow the testimony. The Governor did recall asking McKenna how thetestimony went, and McKenna told the Governor that it went fine—that Baroni had sharedevidence of the traffic study, apologized for not talking to Foye about it, and promised thatnothing similar would happen in the future.Thereafter, the Governor heard about the subpoena to Foye and some employees ofthe Port Authority. The Governor asked McKenna about the subpoenas, and McKenna toldhim that it was McKenna’s impression that Foye had asked for the subpoena.G.December 2013Asked about the decision to ask for Wildstein’s and Baroni’s resignations, theGovernor recalled telling McKenna to ask for Wildstein’s resignation, and telling O’Dowdand McKenna to ask for Baroni’s resignation, although the Governor did not recall when thiswas.The Governor listened to part of Foye’s testimony and the other Port Authorityprofessionals while he ate lunch. He recalled that his reaction was that it was clear that Foyedisliked Wildstein, but liked Baroni. Wisniewski repeatedly attempted to get Foye to “dumpon” Baroni, but Foye did not do so. The Governor also noted that the professional PortAuthority employees had told the committee that Wildstein had previously asked about theFort Lee lane issues, as early as the Fall 2010.After their testimony, and with the increased press attention, the Governor recalledsomeone (though he does not recollect who), relaying that Wildstein had said somethingalong the lines of, “I’m not stupid; I got this cleared by the Front Office.” The Governorrecalled that, in response to hearing that, the Governor asked McKenna what was going on.McKenna talked to Egea, who said she never talked to Wildstein and thought that Wildsteinwas trying to protect himself. At some point, the Governor also heard (although thePage 9PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGovernor again does not recall from whom) that Wildstein had said that he told the Governorabout the traffic study during the period the lanes were closed.The Governor did recall a telephone conversation with DuHaime about the lanerealignment allegations being advanced in the press, which occurred at some point during theweek just prior to when Baroni was asked for his resignation, although the Governor couldnot recall precisely when. In that conversation, DuHaime reported on a recent conversationhe had had with Wildstein. DuHaime reported that Wildstein had told him that the trafficstudy was Wildstein’s idea and that Wildstein would take responsibility for it. Wildsteinfurther commented to DuHaime, who repeated this to the Governor, that he (Wildstein)wasn’t stupid and would not have proceeded with the traffic study without approval.Additionally, Wildstein told DuHaime that he (DuHaime) needed to know that Kelly andStepien knew about the traffic study.The Governor could not recall specifically if DuHaime told him in this conversationthat DuHaime had also spoken to Stepien about this, but he does not think that DuHaime did.The Governor recalled thinking that the press and legislature were increasingly focusing onWildstein and that the Governor wanted to understand what Wildstein was saying andwhether he was simply looking to protect himself. The Governor also decided to talk toStepien.On the morning of December 12, 2013, there was a breakfast at Drumthwacket forunion leaders, which Stepien attended. The Governor had no specific recollection of thatevent, although typically the breakfast is held in the music room at Drumthwacket, theGovernor would come in and speak from the steps, take pictures, and then quickly leave.The Governor did recall that there was no discussion about the Bridge lane realignment at thebreakfast, with the Port Authority Police Department, or Bridget Kelly, or anyone else.The Governor asked Stepien to meet with him after the breakfast to discuss a fewissues, and the two met in the dining room following the breakfast. In that meeting, theGovernor asked Stepien if he was involved in the lane realignment decision. Stepien deniedany involvement. Stepien added that Wildstein would come to him with 50 crazy ideas eachweek and that Stepien would tell Wildstein that Stepien was not in the government anymore,so Wildstein had to run things by Trenton.Regarding any conversations with O’Dowd or Drewniak about the lane realignment,the Governor recalled that at some point in December, the Governor walked into O’Dowd’soffice while Drewniak was there speaking with O’Dowd. The Governor recalled thatDrewniak was talking about having dinner with Wildstein, which the Governor foundsurprising because he did not think that Drewniak and Wildstein were such good friends thatthey would have dinner together. Leading up to the December 13, 2013 press conference,the Governor knew that when Baroni’s departure was announced, the Governor would beasked about the lane realignment. He wanted to address this issue with his senior staff, butPage 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe meeting he called for that morning with the senior staff was also about his concern about“senioritis” in the aftermath of his re-election victory.During the December 13, 2013 senior staff meeting, the Governor walked in,slammed the door, and stood the whole time. He was agitated and disappointed. He recalledsaying “this is a mess, and now I have to clean it up.” He recalled saying that he hopedeveryone enjoyed their 38-day vacation, and was pleased with themselves over the 60percent victory and the TIME magazine cover, but that it was time to get back to work. Hesaid that “the spotlight can turn to a searchlight real quick” and it was time to raise theirgame. He said that anyone not up to that challenge should tell him. He then pivoted to thePort Authority issue, and said that he now had to clean up the mess. He said that he neededto know everything so that he could clean it up. He said that if anyone had knowledge of orinvolvement in the lane realignment, they should tell O’Dowd or McKenna in the next 45minutes—“the confessionals are open.” The Governor said that the staff should not let himgo out and say anything that is not true. He delivered this message loudly and made eyecontact with everyone. He then went to his desk, and everyone filed out silently. O’Dowdand McKenna stayed behind and told the Governor they would talk to the staff.After that morning meeting, but before the press conference, O’Dowd and McKennatold the Governor that all senior staff denied knowledge of or involvement in the lanerealignment. The Governor generally recalled that O’Dowd reported that Kelly had an emailabout the lane realignment while it was going on, which was consistent with Kelly claimingnot to have had any prior knowledge of the lane realignment. Thus, the Governor never hadany idea or indication that Kelly was involved in the lane realignment. He thought of Kellyas Stepien’s deputy. She was temporarily put in the role of running IGA until it was knownwhether she could handle it, and he believed part of the scope of the job was taken awayfrom her.Prior to the press conference, the Governor also called Stepien, inviting Stepien to thepress conference and telling Stepien that he was not happy with anyone’s performance lately.The Governor did not recall if Stepien attended the press conference.After learning from O’Dowd and McKenna that all senior staff denied knowledge of,or involvement in, the lane realignment, the Governor went confidently out to his pressconference, knowing that O’Dowd and McKenna had been looking at this issue.The Governor recalled that O’Dowd had reported that Kelly was crying when she hadsaid that she had nothing to do with the lane realignment, claimed she had no emails about it,and swore up and down that she had no knowledge about it. O’Dowd expressed concernbecause Kelly was so emotional. The Governor did not recall when O’Dowd expressed thisconcern, but thought it was after the December 13, 2013, press conference. The Governorwas not surprised that someone, particularly an individual like Kelly, might be nervous orPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTupset in this situation because O’Dowd’s inquiries can be very direct, intense andprosecutorial-like, given his background.The Governor also recalled getting a call from Stepien on December 14, 2013, whilethe Governor was on his way to a doctor’s appointment. Stepien told the Governor thatKelly was fragile and worried. The Governor responded that we would keep an eye on her.He added that she should not be worried because no one had anything to do with the lanerealignment. Stepien responded that was right.The Governor did not recall Gramiccioni telling him anything about what she heardfrom Baroni.H.January 2014After working out on January 8, 2014, the Governor received a call from Comellaregarding a story in The Record that she described as “bad.” He read the article on his iPad,which made him sick to his stomach. Mrs. Christie called, and the Governor confirmed thathe had seen the article and would talk to her later. He believed that he then called O’Dowd,and told him to gather those he would need at Drumthwacket. On the drive down toDrumthwacket, the Governor thought he spoke to DuHaime. Meeting at Drumthwacket wereO’Dowd, Porrino, Egea, Brown, Comella, Matey, the Governor’s brother, and at some point,DuHaime, Palatucci, and Samson. Others may have been there as well. The Governorrecalled McKenna being away.When the meeting started, the Governor recalled being nervous because he did notknow who else might be involved. He got emotional, and with tears in his eyes, asked ifanyone else had anything else to do with the lane realignment, because he could not get sandbagged again. One-by-one, each person denied involvement. Together, they then turned towhere to go next. When Samson arrived, which was later in the day, the Governor took himaside and asked if he knew anything about the lane realignment allegations and Samsonresponded that he did not.The Governor and his advisors discussed whether his team should talk to Kelly orStepien. They concluded that they should not talk to Kelly because she had a potential legalproblem. There was no conversation about talking to Baroni or Wildstein. They decidedthat they needed to talk to Drewniak, given the documents that had been publicly disclosed,and called him over to Drumthwacket in order to question him about any knowledge orinvolvement in the lane realignment he may have had. If Drewniak had any, he would havebeen fired. He was questioned for a while by Porrino and Matey, and explained that he hadno involvement in this lane realignment decision.The Governor concluded that Kelly had to be fired. He recalled not being sure aboutthe nature of Stepien’s involvement in the lane realignment, but felt it was better to sever tieswith both at the same time. The Governor decided to sever ties with Stepien in part becausePage 12PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTof the language Stepien used in the released emails, but also because he felt he could nolonger trust Stepien. The Governor instructed DuHaime to tell Stepien and to find out if hehad a relationship with Kelly. DuHaime argued not to get rid of Stepien, but the Governorsaid that Stepien needed to go.The Governor recalled that DuHaime left to talk to Stepien and, after a while,returned and reported to the group. DuHaime reported that Stepien was upset, and claimedhe did nothing wrong and did not deserve to be thrown under the bus. DuHaime alsoreported that Stepien acknowledged a relationship with Kelly, but said that it was over.DuHaime further reported that Stepien was angry that he could not tell the Governor his sideof the story in person. DuHaime explained that Stepien felt wronged because nothing in thereleased emails or other evidence suggested his involvement in the lane realignmentdecision.The next day, the Governor went to Trenton in the morning. He then held the pressconference, while exhausted, answering all questions. Only after coming back did he realizethat the press conference lasted nearly two hours.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Gramiccioni Interview MemorandumOn January 17, 2014, and February 24, 2014, Deborah Gramiccioni was interviewedby Alexander H. Southwell, Debra Wong Yang and/or Sarah Vacchiano of Gibson Dunn.On January 17, 2014, Gramiccioni was not represented by counsel. On February 24, 2014,Gramiccioni was represented by Judy Germano of GermanoLawLLC. All informationcontained herein was provided by Gramiccioni or as indicated. The information in bracketswas obtained from publicly-available sources, not from the interview itself. Gramiccioni hasnot read or reviewed the memorandum and has not adopted or approved its contents.Southwell began the interview by administering the standard Upjohn warnings per GibsonDunn protocol, and requesting that Gramiccioni refrain from discussing the investigation andinterview with others. Gramiccioni stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Gramiccioni attended the University of Pennsylvania and the University of VirginiaSchool of Law. She clerked for the Honorable Alfred J. Lechner (District of New Jersey)before working as an associate at Skadden, Arps, Slate, Meagher & Flom LLP. From 19992005, Gramiccioni served as an Assistant United States Attorney with the U.S. Attorney’sOffice in New Jersey. She left the U.S. Attorney’s Office to be Assistant Chief of the FraudSection in the Criminal Division of the Department of Justice from 2005-2007, then servedas Special Assistant to the former Attorney General of New Jersey Anne Milgram from 20072008. Directly before joining the Governor’s Office, Gramiccioni served as the Director ofthe Division of Criminal Justice in the New Jersey Attorney General’s Office from 20082010.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2In 2010, Gramiccioni joined the Governor’s Office as Director of the AuthoritiesUnit. In 2011, she was promoted to Deputy Chief of Staff for Policy and Cabinet Liaison.Gramiccioni served as Deputy Chief of Staff for two years until she was appointed byGovernor Christie to replace Bill Baroni as Deputy Executive Director at the PortAuthority.]A.Role and ResponsibilitiesWhen Gramiccioni was Director of the Authorities Unit, Gramiccioni technicallyreported to Jeff Chiesa, former Chief Counsel to Governor Christie.During her time in the Authorities Unit, Gramiccioni interacted with the Governor ona fairly frequent basis, which she described as sometimes weekly, though there may havebeen weeks where she did not interact with the Governor at all. Gramiccioni said that herdiscussions with the Governor often took place in person in the Governor’s office.Gramiccioni described her relationship with Michael Drewniak as very professional,with few, if any, interactions with Drewniak in the office.B.Interactions with the Port Authority of New York & New JerseyWhen Gramiccioni joined the Authorities Unit, she initially interacted infrequentlywith former Port Authority Chairman Anthony Coscia and when Coscia left the PortAuthority in February 2011, Gramiccioni interacted with Chairman David Samson.Gramiccioni did not know Samson before his appointment as Port Authority Chairman.Gramiccioni had minimal interactions with both Chairman Coscia and Chairman Samson.Within the Port Authority, Gramiccioni interacted more frequently with DeputyExecutive Director Bill Baroni, who she knew since law school. Both Gramiccioni andBaroni attended the University of Virginia Law School (Gramiccioni graduated a year beforeBaroni). Gramiccioni and Baroni have maintained a friendly relationship since law school,which includes going to dinner every couple of months. When Gramiccioni was promoted toDeputy Chief of Staff in the Governor’s Office, she continued to have a social relationshipwith Baroni, though they no longer had a professional relationship.Gramiccioni did not recall specific conversations with David Wildstein, but said thatshe would talk to Wildstein when she saw him. Gramiccioni characterized thoseconversations as infrequent and sporadic. Gramiccioni said that members of her staffcommunicated with Wildstein.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3C.Interactions with the Office of Legislative and Intergovernmental Affairs(“IGA”)Gramiccioni only interacted with IGA in the course of normal business, includingduring senior staff meetings. She did not generally interact with anyone in IGA aside fromIGA senior staff.Gramiccioni described her relationship with Bridget Kelly as a professional, workingrelationship. Within the Governor’s Office, Gramiccioni and Kelly interacted professionally“as needed.” Gramiccioni and Kelly did not have a social relationship. Gramiccioni wasaware of the fact that Kelly had a close relationship with Stepien, because Kelly was veryopen about the fact that she and Stepien were close.When asked about lists kept by IGA staff, Gramiccioni said that she had noawareness of the IGA group keeping good/bad lists of mayors and towns, and indicated thatif that in fact occurred, she would find it offensive.D.Interactions with the Governor’s CampaignGramiccioni attended Governor Christie’s election night events, but did not volunteerduring the campaign.II.Chronology of the George Washington Bridge EventsA. Spring 2013Gramiccioni said she did not have any knowledge of any effort by the Governor’scampaign efforts to obtain the endorsement of the Fort Lee mayor. Furthermore, she had nospecific knowledge of any efforts to obtain endorsements generally.B. August 2013Gramiccioni did not have any knowledge of emails, discussions, or conversationsbetween Kelly and Wildstein in or about August 2013.C. September 9-13, 2013 – George Washington Bridge Lane RealignmentGramiccioni was not aware of any traffic problems in Fort Lee during the timeframeof September 9 to 13, 2013. She did not recall reading anything about the Fort Lee trafficissue in the local papers, and said no one spoke to her or complained to her about the FortLee traffic issues.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4Gramiccioni was not aware at that time of Patrick Foye’s email announcing reversalof the lane realignment. She did not receive the email and did not remember anyonediscussing the email with her.D. September 17, 2013 and October 1, 2013 Wall Street Journal ArticlesGramiccioni did not recall whether she read the September 17, 2013 Wall StreetJournal article about the traffic issues in Fort Lee. She remembered reading or hearing aboutthe traffic issues in the press, but could not recall if she read the first article on September 17.Gramiccioni remembered hearing about the October 1, 2013 Wall Street Journalarticle before she actually read it. She speculated she may have heard about the article fromother press outlets. She thought she could have heard it on the radio on her way to work, butshe did not specifically remember how she heard of the article before she read it. Sherecalled that the October 1 article also published a copy of Foye’s September 13 email.Gramiccioni specifically recalled walking into former Chief Counsel CharlieMcKenna’s office after hearing about the October 1 article. Gramiccioni rememberedthinking that the story made no sense and saying something to McKenna along the lines of,“I know we did not do this,” (referring to a realignment of the traffic lanes) and there was noway the Port Authority would have realigned the lanes without informing people of therealignment. Gramiccioni recalled McKenna shaking his head in agreement. She did notrecall having any discussions with anyone else in the Governor’s Office about the Fort Leetraffic issue at that time.At the time, Gramiccioni did not know she would be transitioning to the PortAuthority. She commented that she had no idea during that time that she would be asked totake over Baroni’s position at the Port Authority.E. November 20131.Gramiccioni’s Conversation with O’DowdKevin O’Dowd approached Gramiccioni a few days before Election Day to askGramiccioni whether she would consider being Baroni’s replacement as Deputy ExecutiveDirector for the Port Authority. Gramiccioni knew generally that Baroni was likely to bereplaced and that her name had been floated, but said that she had never lobbied for theposition. Gramiccioni recalled telling O’Dowd she needed to think about it and to discussthe opportunity with her family.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 52.Gramiccioni’s Conversation with the GovernorThe Governor called Gramiccioni on the evening of Wednesday, November 6, 2013.Gramiccioni specifically recalled this date because it was the night following election night,and she was leaving for vacation the next morning. The Governor called Gramiccioni tomake sure he reached her before she left for vacation and asked her to be Baroni’sreplacement at the Port Authority. The Governor asked her to use her good judgment at thePort Authority. Gramiccioni recalled responding that she would assume the role if theGovernor wanted her to. She specifically recalled saying, “if you need me to do it, I’ll do it.”Prior to the Governor’s call to Gramiccioni on November 6, Gramiccioni had afollow up discussion with O’Dowd wherein she communicated her willingness to assume therole.3.Gramiccioni’s Conversation with Nicole CrifoUpon being offered the position, Gramiccioni asked Nicole Crifo to come withGramiccioni to the Port Authority as Gramiccioni’s chief of staff. Gramiccioni based herdecision on Crifo’s experience scrutinizing the Port Authority’s board actions over threeyears, as she considered Crifo to have institutional knowledge of the Port Authority.Gramiccioni had originally recruited Crifo to the Governor’s Office from private practice in2011, after the Governor told Gramiccioni to build her team as she saw fit, and Crifo washighly recommended as diligent and hard-working.4.Gramiccioni’s Conversation with BaroniWhen Gramiccioni returned from vacation, she spoke to Baroni by phone topersonally convey that the Governor had asked her to be Baroni’s replacement. She felt thiswas something she needed to do personally because of Gramiccioni and Baroni’s long-termfriendship.F. November 25, 2013 – Baroni’s TestimonyGramiccioni recalled reading about New Jersey Senator Loretta Weinberg attendingPort Authority meetings and raising concerns about the lane realignment, but Gramiccionidid not attend those meetings and was not involved in the lane realignment issue.Gramiccioni had no involvement in helping Baroni prepare his testimony, and at nopoint did Gramiccioni and Baroni discuss the substance of Baroni’s testimony.Page 6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGramiccioni said she would not have discussed Baroni’s testimony with Wildsteinbecause she had not spoken with Wildstein “in years.” Gramiccioni did not recall discussingBaroni’s testimony with anyone following the hearing.G. December 2, 2013 – Press ConferenceGramiccioni did not recall the press asking questions about the George WashingtonBridge lane realignment during the December 2, 2013 press conference. She was notinvolved with preparing the Governor to answer anticipated questions about that topic.H. December 6, 2013 – Wildstein’s ResignationGramiccioni was not involved in any decisions relating to Wildstein’s resignation.She did not recall discussing Wildstein with anyone in the Governor’s Office after Wildsteinresigned.I. December 9, 2013 – Wisniewski Committee HearingGramiccioni was aware that Foye would be testifying on December 9, 2013, but sherecalled attending meetings that morning and therefore being unable to stream the majorityof the testimony live. She did, however, stream “snippets” of the December 9 testimony.Gramiccioni did not recall speaking to anyone at the Governor’s Office about the December9 testimony or what the testimony meant. She did not recall discussing the testimony withanyone.J. Gramiccioni’s Conversation with BaroniBefore the Governor’s announcement of Baroni’s resignation on December 13, 2013,Gramiccioni and Baroni had multiple conversations about their respective transitions.Approximately one to two days before the December 13, 2013 press conference,Baroni raised the Fort Lee traffic issue with Gramiccioni as an issue Gramiccioni wouldinherit upon her arrival at the Port Authority. During this telephone conversation, Baronitold Gramiccioni that in her new role, she would have to deal with Kelly and Baroni thoughtKelly might be on emails showing knowledge of the Fort Lee traffic issue at the time of thetraffic study. Gramiccioni understood the “knowledge” that Baroni was referring to was of atraffic study, not political retribution, as the motivation for the lane realignment.Gramiccioni told Baroni that he should share this information with O’Dowd and McKenna.Baroni then said that he had not seen the emails nor did he personally have any emails.After Gramiccioni spoke with Baroni, she went out to lunch with Melissa Orsen(Chief of Staff to the Lieutenant Governor) and Amy Cradic (Senior Policy Advisor).Page 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGramiccioni recounted what Baroni had told her to Cradic and Orsen, who agreed withGramiccioni that she needed to talk to O’Dowd about what Baroni said. Shortly afterGramiccioni returned to the State House from lunch, she went to O’Dowd’s office to speakwith O’Dowd about Baroni’s information. Gramiccioni could not recall if she connectedwith O’Dowd at that point; she thought that she spoke with him later that day, but could notremember if it was in person or over the phone. When they did speak, Gramiccioni sharedwith O’Dowd what Baroni had told her—specifically that Kelly may have had emailsshowing knowledge of the traffic study, but Baroni had not seen the emails personally. Shethen told O’Dowd that she told Baroni to call him.Gramiccioni separately relayed Baroni’s information to McKenna. McKennaresponded that he had also heard that there may have been emails.In relaying to O’Dowd and McKenna that Baroni had mentioned emails, Gramiccioniunderstood that the emails pertained to knowledge of the traffic study itself, not an ulteriormotive of political retribution. Gramiccioni said at that time, she had no reason to believethat political retribution would have been a motive for the traffic study.At some point soon thereafter, Gramiccioni also relayed Baroni’s information toMaria Comella.K. December 12, 2013 – Gramiccioni’s Conversation with the GovernorEarlier in the day on December 12, 2013, the Governor indicated to staff that hemight announce Gramiccioni as Baroni’s replacement in the next day or so. That evening,likely around 6:00 p.m. on December 12, Gramiccioni went to see the Governor to relay thesubstance of her conversation with Baroni. This was Gramiccioni’s first opportunity to seethe Governor one-on-one since her conversation with Baroni about the possible existence ofemails. Gramiccioni told the Governor that there was a “hum” that Kelly was on emailsabout the lane realignment during the relevant timeframe. Gramiccioni recalled theGovernor appeared visibly upset upon hearing this. She told the Governor that the source ofher information was Baroni.After she met with the Governor and during her drive home, Gramiccioni phonedO’Dowd to fill him in on her meeting with the Governor about Baroni. During the phoneconversation, O’Dowd mentioned that Baroni had denied any involvement in the lanerealignment and denied any knowledge of the existence of emails relevant to the Fort Leetraffic study, and Baroni personally knowing about any emails. Gramiccioni did not recallwhether or not O’Dowd mentioned speaking with Kelly at that point.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8L. December 13, 2013The Governor called Gramiccioni at or around 5:00 or 6:00 a.m. on the morning ofDecember 13 to inform her that he planned to announce her as Baroni’s replacement duringthe press conference later that day.1.Senior Staff MeetingGramiccioni attended the senior staff meeting the Governor convened the morning ofthe press conference on December 13, 2013. She recalled sitting one or two spots from theGovernor’s right. Gramiccioni recalled that all of senior staff was in attendance, in additionto Drewniak.Gramiccioni recalled the Governor appeared as angry as she had ever seen him. TheGovernor began the meeting communicating his dissatisfaction with having to begin hissecond term dealing with the Fort Lee traffic issue. The Governor mentioned the handling ofa party leadership dispute and other examples of things he was unhappy having to deal with.Gramiccioni recalled that the Governor then pointed to everyone and said that ifanyone had any information about the bridge that they had not shared, they needed to comeforward with that information right away. She remembered everyone was silent.Gramiccioni did not recall anyone saying anything after the Governor issued the directive tocome forth with information, but it was crystal clear that if anyone had information relevantto the George Washington Bridge, they were to come forward immediately, before theGovernor went out and announced Baroni’s resignation and Gramiccioni’s appointment.2.Post-Senior Staff Meeting / Pre-Press ConferenceFollowing the senior staff meeting, Gramiccioni returned to her office to prepare forthe press conference. She reviewed the press release and documents regarding her tenure inthe Authorities Unit.In the hour or so between the senior staff meeting and the press conference,Gramiccioni saw Kelly sitting at her desk and O’Dowd standing by Kelly’s desk, looking ather computer over her shoulder. Gramiccioni thought that Stepien was also in Kelly’s officewith Kelly and O’Dowd.Shortly before the press conference began, Gramiccioni and Comella gathered in theGovernor’s inner office to prepare for the press conference. O’Dowd came in andGramiccioni overheard him tell the Governor that he had done what the Governor asked andfollowed up with senior staff about their knowledge of the lane realignment. O’Dowd addedPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9that he had specifically questioned Kelly about whether she had any emails, and she had saidshe did not.3.Post-Press ConferenceFollowing the press conference, Gramiccioni planned to leave the office toaccompany a friend to a doctor’s appointment in New York City. While walking from hersecretary’s desk back to her office, Gramiccioni noticed Kelly sitting in her office. Kellylooked like she had been crying, although she was not crying at the time. Gramiccioni thenwent into Kelly’s office, sat down, and asked Kelly what was wrong. Kelly told Gramiccionithat she had been going through her emails “all morning” for O’Dowd, could not find anydiscussing the lane realignment, and did not remember whether she had any emails that wererelevant to the George Washington Bridge lane realignment. Gramiccioni said that Kellywas “steadfast in her denials” that she had any involvement in or emails about the lanerealignment. Gramiccioni then recalled asking Kelly how she could not remember if she hadsuch emails. Kelly responded that her practice was to delete most of her emails to preventher kids from reading emails between Kelly and her ex-husband. Gramiccioni recalledthinking that this was an odd answer. Gramiccioni then asked Kelly if she had ever heard ofthe “prisoner’s dilemma,” and advised Kelly that if she had something she needed to share, itwas always better to be the first person to come forward. Kelly appeared upset and juststared at Gramiccioni blankly in response.Gramiccioni then told Kelly to go talk to O’Dowd again. Gramiccioni sensed thatKelly got the message. After Gramiccioni left Kelly’s office, she went to O’Dowd’s officeand told him that she had told Kelly to go talk to O’Dowd again. Gramiccioni relayed toO’Dowd that Kelly looked really upset but had also denied having any emails showingknowledge of the traffic problems when Gramiccioni talked to her. Gramiccioni also toldO’Dowd that Kelly said she deleted most of her emails because of a bad relationship with herex-husband. Gramiccioni left the office after she spoke with O’Dowd.Following the Governor’s announcement of Gramiccioni as Baroni’s replacement asDeputy Executive Director of the Port Authority, Gramiccioni focused on her transition. Shereached out to Baroni to discuss the status of the Port Authority operating budget, capitalplan, and issues related to labor negotiations, but recalled that she intentionally did notdiscuss the substance of the Fort Lee issue at all. At that point, Gramiccioni was singularlyfocused on the transition.Gramiccioni’s official first day at the Port Authority was December 30, 2013, though shewas physically onsite at the Port Authority before December 30 to get up to speed, meet newpeople, and attend meetings with Foye and her new staff in the Deputy Executive Director’soffice.Page 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTM. January 8, 2014On the morning of January 8, 2014, Gramiccioni read the article about Kelly’s emailto Wildstein about traffic problems. Gramiccioni said she was floored when she read thearticle.At some point later in the day on January 8, Gramiccioni left a message for O’Dowdbecause the Port Authority was getting inquiries about the Kelly email.Gramiccioni also recalled telling Comella that the Port Authority would not beputting out a statement.N. January 9, 2014 – Press ConferenceGramiccioni learned about Kelly’s termination from the Governor’s Office from theJanuary 9, 2014 press conference.Gramiccioni said that she has not had any other interactions with the Governor’s Officeregarding the lane realignment since the limited contact noted on January 8, 2014.III.Superstorm Sandy Aid AllegationsGramiccioni did not recall being involved in any discussions regarding theRockefeller Development Group project in Hoboken, and never discussed that project withHoboken Mayor Dawn Zimmer. Gramiccioni recalled an unrelated discussion with MayorZimmer before Hurricane Sandy about the LCOR development project to facilitatediscussions between LCOR, NJ Transit and Hoboken.When asked about a calendared May 6, 2013 phone conversation with Bob Martin(Commissioner of the NJ Department of Environmental Protection), Gramiccioni believedshe spoke with Martin to update him on a pre-Hurricane Sandy meeting Gramiccioni had hadregarding LCOR and Mayor Zimmer regarding NJ Transit.Gramiccioni said that she had no reason to believe politics ever played any role in thedistribution of Hurricane Sandy aid. Gramiccioni had no involvement in the distribution ofrelief funds.IV.Document Retention NoticeGramiccioni said that she was at the Governor’s Office for a resiliency projectmeeting on January 10, 2014, and recalled being told at that time that a document retentionnotice had been placed in effect. Gramiccioni added that she did not take any documentsPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTwhen she left the Governor’s Office. Regarding personal email use, she said she did not usepersonal email for Office of the Governor of New Jersey work.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Lieutenant Governor Guadagno Interview MemorandumOn January 22 and 27, 2014, New Jersey Lieutenant Governor Kimberly Guadagno wasinterviewed by Randy M. Mastro, Debra Wong Yang, Alexander H. Southwell, Reed Brodsky,and/or Sarah L. Kushner of Gibson Dunn. The Lieutenant Governor was not represented bycounsel during the interview. All information contained herein was provided by the LieutenantGovernor or as indicated. The Lieutenant Governor has not read or reviewed this memorandum,and has not adopted or approved its contents. Southwell began the interview by administeringthe standard Upjohn warnings per Gibson Dunn protocol and requesting that the LieutenantGovernor refrain from discussing the investigation and interview with others. The LieutenantGovernor stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore covered by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesGuadagno explained that her job as Lieutenant Governor is focused primarily onpromoting business and economic development. She and her staff have a weekly meeting todiscuss economic development projects around the State. Guadagno is also the Secretary ofState of New Jersey. The Lieutenant Governor’s office consists of approximately six staffmembers.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2B.Contacts with Local AuthoritiesThe Lieutenant Governor explained that she is not involved with the “politics” of theOffice. If a local official wanted a meeting with, or tried calling, the Lieutenant Governor, shewould alert the Deputy Chief of Staff of the Legislative and Intergovernmental Affairs (“IGA”)unit and have IGA handle the request, including scheduling a meeting on the LieutenantGovernor’s behalf.II.Superstorm Sandy Aid AllegationsA.Background – Involvement in Sandy IssuesIn or around April 2013, the Lieutenant Governor began periodically attending theweekly Sandy-related meetings that the Governor’s senior staff held. The Lieutenant Governor’sChief of Staff, Melissa Orsen, attended these Sandy meetings more often than the LieutenantGovernor did. The Lieutenant Governor did not recall ever saying anything substantive at thesemeetings.B.Background – Relationship with Mayor ZimmerUntil Mayor Zimmer’s recent allegations against the Governor’s Office, the LieutenantGovernor considered herself to have a friendly relationship with Mayor Zimmer and knew herfamily. There is even a picture of the Lieutenant Governor and Mayor Zimmer in the LieutenantGovernor’s office. Other than with respect to Jersey Shore counties that suffered the most fromSandy, the Lieutenant Governor has visited Hoboken more than any other municipality in theState in her official capacity, including more than Newark and Jersey City. As an example of hervisits to Hoboken, the Lieutenant Governor noted one such visit during summertime, when shevisited Hoboken and spent several hours with Mayor Zimmer walking around the city.The Lieutenant Governor explained that Mayor Zimmer was someone who only everwanted to discuss Hoboken, wanted everything for Hoboken, did not know how to compromise,and complained about everything. Mayor Zimmer could not understand that the Governor had tolook out for the entire State of New Jersey, not just Hoboken. As an example, the LieutenantGovernor recalled that, as a result of Sandy, 1,000 out of New Jersey’s 3,100 polling locationshad been damaged, were not functioning, and needed to be repaired. Around that time, MayorZimmer kept calling, demanding to know when “her” polling places would be fully repaired andaccessible again, and it had to be repeatedly explained to Mayor Zimmer that “her” pollingplaces would be repaired at the same time as everyone else’s in New Jersey. The LieutenantGovernor explained that she did not begrudge Mayor Zimmer for advocating for Hobokenbecause that was Mayor Zimmer’s job as mayor, just that Zimmer refused to accept that shecould not get everything that she wanted, Sandy-related or otherwise.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3C.Background – Private Development Efforts in Hoboken & the RockefellerGroupThe Lieutenant Governor explained that when she joined the Christie Administration,New Jersey had a reputation for being hard on business, which the Lieutenant Governor wantedto address. The Lieutenant Governor stated that Hoboken and Jersey City had great incentives tooffer to developers and other businesses, which the Lieutenant Governor regularly tried toconvey to potential developers.The Lieutenant Governor explained that the Christie Administration has worked withMayor Zimmer over the past four years to help develop property in Hoboken, and that MayorZimmer was generally cautious about potential development projects for Hoboken. TheLieutenant Governor recalled that, approximately two years ago, she had lunch with MayorZimmer and explained to her that Hoboken is an urban transit hub that can offer a lot ofincentives to attract developers to the city. The Lieutenant Governor pointed out to MayorZimmer that there were a lot of aspects about Hoboken and huge swaths of undeveloped landthere that were attractive to developers in general. For whatever reason, however, MayorZimmer seemed generally resistant to developing Hoboken. Around this time, the LieutenantGovernor thought that Mayor Zimmer might be in over her head regarding economicdevelopment since she was a relatively new mayor. As a result, the Lieutenant Governor offeredto help Mayor Zimmer find an economic development staff member who could help her navigatethe issues. The Lieutenant Governor explained that she did not push any specific developmentprojects onto Mayor Zimmer; rather, the Lieutenant Governor found it difficult to discusseconomic development in general with Mayor Zimmer, which was why the Lieutenant Governoroffered to help the Mayor find someone knowledgeable on the issues.The Lieutenant Governor said that Mayor Zimmer may have been hesitant aboutdevelopment projects in general because her predecessor was arrested for taking a bribe from awould-be developer. The Lieutenant Governor sought to allay Mayor Zimmer’s developmentconcerns by pointing out that any potential development project had to go through a formalprocess and withstand scrutiny.The Lieutenant Governor said that she thinks there were proposed Rockefeller Groupprojects in Hoboken that pre-dated Wolff & Samson’s involvement with that developer. TheLieutenant Governor said that she did not know the details of the Rockefeller Group projectreferred to in Mayor Zimmer’s allegations, but knew that it concerned empty land in Hobokenthat could be developed. The Lieutenant Governor stated that she generally knew what theRockefeller Group was, but she often forgot its name and mistakenly referred to it as “BlackRock.” The Lieutenant Governor did not recall using the term, “Rockefeller Group,” inconversation.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4D.May 13, 2013 – The ShopRite EventThe Lieutenant Governor explained that, in the wake of Sandy, one of the LieutenantGovernor’s main responsibilities was to travel around the State to promote business and toutbusinesses that had recently reopened. As such, the Office tasked the Lieutenant Governor withtraveling around to areas that were particularly hard hit by Sandy, including the shore towns andHoboken, to attend “open for business” events. The Lieutenant Governor explained that thestructure of each of these events was the same: she would walk through the relevant store,discuss the damage caused by Sandy, highlight that the store was again open for business, andthen let the municipality’s mayor discuss what rebuilding efforts had occurred thus far and howmuch more needed to be done.On Monday, May 13, 2013, the Lieutenant Governor attended an “open for business”event that afternoon at a ShopRite in Hoboken. After the event, the Lieutenant Governor had abrief meeting with Mayor Zimmer. The Lieutenant Governor explained that there were emailsbetween her staff (the Lieutenant Governor’s body person, Luciana DiMaggio, and theLieutenant Governor’s Chief of Staff, Melissa Orsen) on May 13 before the ShopRite event,reflecting that Mayor Zimmer, not the Lieutenant Governor, requested a meeting after theShopRite event. The Lieutenant Governor stated that she had not heard about this potentialmeeting with Mayor Zimmer until the Lieutenant Governor’s staff relayed Zimmer’s requestaround the time of these emails.The Lieutenant Governor explained that ever since Sandy, Mayor Zimmer had becomeobsessed with securing for Hoboken certain valves or pumps to address flooding issues, and thatZimmer would talk constantly about these valves. Thus, the Lieutenant Governor surmised thatZimmer’s request for a private meeting after the May 13 ShopRite event likely concerned thatissue. The Lieutenant Governor said that she agreed to Mayor Zimmer’s request to meetafterward.The Lieutenant Governor stated that, after the ShopRite event, she met with MayorZimmer (as Mayor Zimmer requested) outside in the parking lot. The meeting occurred in theparking lot because the Lieutenant Governor had to leave for another meeting immediatelythereafter.The Lieutenant Governor’s attention was directed to Mayor Zimmer’s handwrittennotebook entry about this meeting, and the Lieutenant Governor was asked to explain whethershe made the statements attributed to her there. The Lieutenant Governor denied Zimmer’saccount. The Lieutenant Governor addressed the statement that, “at the end of a big tour ofShopRite & meetg. She’s [the Lieutenant Governor] pull[ed] [Zimmer] aside w/no one elsearound and sa[id] that [Zimmer] need[ed] to move forward w/the Rockefeller project. It is veryimportant to the Gov.” The Lieutenant Governor explained that it was Mayor Zimmer whorequested the meeting, not her, that she had seen the Governor on the Friday night prior to thePage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTevent at a senior staff retreat, that they did not discuss the Rockefeller Group project at theretreat, and, in any event, the Lieutenant Governor would not have invoked the Governor’s namelike that. The Lieutenant Governor did not recall telling Mayor Zimmer that she had been withthe Governor the Friday before the ShopRite event, but she surmised that she must havementioned it in passing to Mayor Zimmer during the event.As for the statements in Mayor Zimmer’s handwritten notebook that the LieutenantGovernor told Mayor Zimmer, “[t]he word is that you are against it [and] you need to moveforward or we are not going to be able to help you,” and “‘I know it’s not right – these thingsshould not be connected – but they r’ she says—if you tell anyone I said that I will deny it,” theLieutenant Governor denied that she said that. The Lieutenant Governor said that, during themeeting, Mayor Zimmer launched into a discussion about wanting more Sandy aid for Hobokenand claimed she was not getting the valves that she wanted for Hoboken because of stalleddevelopment in Hoboken. The Lieutenant Governor did not recall Mayor Zimmer specificallyreferring to the Rockefeller Group development project by name. The Lieutenant Governor saidthat Mayor Zimmer was the one who connected Sandy aid and stalled development projectsduring their meeting, complaining that she was not getting the Sandy aid—namely, valves—thatshe requested and speculating why. In response, the Lieutenant Governor explained to MayorZimmer that development and Sandy aid were not related, and that if Mayor Zimmer claimedthat the Lieutenant Governor was connecting the two, Mayor Zimmer would be wrong, and theLieutenant Governor would have to say so. The Lieutenant Governor emphasized to MayorZimmer that she (the Lieutenant Governor) had nothing to do with the distribution of Sandy aid,that Hoboken would receive Sandy aid when it was entitled to that aid, and that Mayor Zimmershould talk to Marc Ferzan—the Executive Director of the Governor’s Office of Recovery andRebuilding—about Sandy-related issues. The Lieutenant Governor also reminded MayorZimmer that the Governor’s Office had to address the post-Sandy needs of the entire State, notjust Hoboken.The Lieutenant Governor said that the status of development projects in Hoboken mayhave come up during that conversation since that is part of the Lieutenant Governor’s job, butnot because of any connection to Sandy aid. From the Lieutenant Governor’s perspective, it wasthe City Planning Commission that would decide whether or not a project was approved, not theMayor.The Lieutenant Governor flatly denied that she ever made any such connection or eversaid words to the effect of, “‘I know it’s not right – these things should not be connected – butthey r’ she says—if you tell anyone I said that I will deny it.” The Lieutenant Governor notedthat she is a former federal prosecutor who prosecuted public corruption cases. The LieutenantGovernor said she would not and did not say what Mayor Zimmer wrote in quotation marks inher notebook.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6The Lieutenant Governor said that there were briefing materials prepared for her inconnection with the ShopRite event, including information about Mayor Zimmer. TheLieutenant Governor said that she recently reviewed these materials and noticed that itreferenced a meeting between Mayor Zimmer and Ferzan shortly before the date of the ShopRiteevent. The Lieutenant Governor stated that she did not speak with Ferzan about that meetingbefore the ShopRite event because the purpose of the event was completely unrelated to anymeeting that Mayor Zimmer and Ferzan would have had about Sandy aid. The LieutenantGovernor said that her role at the ShopRite event was to promote the re-opening of a business inthe wake of Sandy.On January 27, 2014, the Lieutenant Governor’s interview was briefly resumed to ask herif she recalled saying anything after the meeting when she got in the car to drive to her nextscheduled event. (She had not been asked about that subject when she was originallyinterviewed on January 22, 2014). The Lieutenant Governor did not recall any specific wordsthat she used in the car, but did recall that she was frustrated by Mayor Zimmer’s single-mindedfocus on Hoboken, as Mayor Zimmer failed to recognize the needs of the State as a whole,especially with respect to many shore communities, where entire homes had been completelywashed away. The Lieutenant Governor said that she may have said something about that in thecar and how she had to be firm with Mayor Zimmer and remind her that she was one of manymayors whose towns needed post-Sandy relief.E.May 16, 2013 – Town Hall Meeting with New Jersey Department ofCommunity Affairs Commissioner Richard ConstableThe Lieutenant Governor’s attention was directed to Mayor Zimmer’s handwrittennotebook entry about DCA Commissioner Richard Constable’s alleged role in withholdingSandy aid from Hoboken: “Then I go speak on a panel afterward again on tv w/Comm.Constable (Richard) of the DCA. On The night) (Sam Hagar on Monday) We are mic’d upw/other panelists all around us – [and] probably the sound team listening + he says – I hear youare against the R project. I reply – I am not against the Rockefeller p – in fact I think want morecommercial dev. in Hob – oh really – everyone in the State house believes u r against it – thebuzz is that u r against it – ‘If you move that forward the $ would start flowing to u’ he tells me.”The Lieutenant Governor noted that Constable was not present at the senior staff retreat onFriday night (May 10, 2013). The Lieutenant Governor did not recall ever personally emailingor texting Constable. Shortly after Mayor Zimmer’s January 18, 2014 appearance on MSNBC,the Lieutenant Governor said that she and Constable had a brief phone conversation about it.During the call, Constable expressed his shock to the Lieutenant Governor about MayorZimmer’s false accusations and told the Lieutenant Governor that she should respond toincoming press inquiries about the matter, to which the Lieutenant Governor responded that, ingeneral, she did not answer calls from reporters.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7F.August 2013The Lieutenant Governor said that Mayor Zimmer continued to work closely with theChristie Administration after May 2013. For example, the Lieutenant Governor said, in August2013, she visited Hoboken, where she spent hours with Mayor Zimmer. The LieutenantGovernor elaborated that this was in connection with the annual agribusiness tour that she led asSecretary of State.III.Document Retention NoticesThe Lieutenant Governor received the document retention notices and is in compliancewith them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Gutkin Interview MemorandumOn March 11, 2014, Steven Gutkin was interviewed by Avi Weitzman and RachelBrook of Gibson Dunn. Gutkin was not represented by counsel. All information containedherein was provided by Gutkin or as indicated. Gutkin has not read or reviewed thememorandum and has not adopted or approved its contents. Weitzman began the interviewby administering the standard Upjohn warnings per Gibson Dunn protocol, and requestingthat Gutkin refrain from discussing the investigation and interview with others. Gutkinstated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundGutkin is the Chief of the Critical Infrastructure Protection Bureau of the Office ofHomeland Security and Preparedness (“OHSP”) of New Jersey, and he has been working inthis position for 1.5 years. Before becoming Chief of the Critical Infrastructure ProtectionBureau, Gutkin was the Deputy Chief of Planning of the OHSP and then the Chief ofPlanning. Gutkin also acts as the Assistant Deputy Director. Prior to working for the State,Gutkin worked at the Federal Emergency Management Agency (“FEMA”) funding grantprograms on the Regional Catastrophic Planning Team, which covered New York, NewJersey, Connecticut, and Pennsylvania. Prior to working for FEMA, Gutkin was the DeputyChief of Police in Fairfield, New Jersey.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2II.Superstorm Sandy AidA.Hazard Mitigation Grant Program, Energy Allocation Initiative: TheCross-Agency CommitteeThe Hazard Mitigation Grant Program (“HMGP”) Energy Allocation Initiative isadministered by a cross-agency committee that consists of representatives from the NewJersey Office of Homeland Security and Preparedness (“OHSP”), the Department ofEnvironmental Protection (“DEP”), the New Jersey Board of Public Utilities (“BPU”), andthe New Jersey Office of Emergency Management (“OEM”). The following agencyrepresentatives are members of the committee: Gutkin, Erin Smith (now Erin Henry) andAllison Schneider (now Allison Tarnopol), both from OHSP; Betty Boros and Steve Jenks,both from DEP; Michael Winka, Mike Thulen, and Michelle Rossi, all from BPU; andMichael Gallagher, the State Hazard Mitigation Officer Bradley Waugh, and MarkPellegrino, all State Troopers from OEM. Gutkin acted as the de facto chair of thecommittee.The cross-agency committee began meeting to discuss the Energy AllocationInitiative roughly in July 2013. There were a host of meetings at the state house to discussthe potential metrics to use in evaluating energy projects. In late August 2013, thecommittee met to assess and score the energy projects using the decided-upon metrics. Thisprocess was ongoing for approximately three full days, and the committee members were thesame for the scoring as they were for the metrics meetings in July 2013. Gutkin was notparticularly involved in evaluations and scoring, but he managed the process between theState House and the cross-agency committee.Gutkin said that the Department of Community Affairs (“DCA”) CommissionerRichard Constable, and the Executive Director of the Governor’s Office of Rebuilding andRecovery (“GORR”) did not have any role in the decision-making process for the EnergyAllocation Initiative, and no one passed messages regarding awards to be granted from theDCA or GORR.B.Rescoring for Energy Allocation Initiative AllocationsIn the beginning of February 2014, GORR asked the cross-agency committee to reexamine the Energy Allocation Initiative process and scores for all applicants. Gutkin wasasked to reconvene the four agencies represented on the committee and to make sure noprojects were missed in the scoring process. The review process was ongoing from the timethe allocation recipients were initially informed of their awards in the Fall of 2013, butGutkin believed GORR was specifically asking for this more fulsome review in response tomedia coverage about potential errors in the program.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3C.Errors in Energy Allocation Initiative Scoring and AllocationsIn October 2013, Gutkin’s staff noticed approximately 25 errors (out ofapproximately 779 project allocations) that resulted from an Excel formula issue for theFEMA public assistance data that occurred sporadically throughout the master scoring sheet.Gutkin, Henry, and Tarnopol discovered the formula issue, and Gutkin reported the error toBradley Mason, the Assistant Deputy Director of the OHSP. Gutkin believes that Eric Daleoof GORR was also informed of these errors. Gutkin did not know how the errors werehandled after he reported them.However, Gutkin’s staff did not realize the extent of the errors that had been madeprior to the media coverage. Once discovered, in or about February 2014, when the crossagency committee began reviewing all of the projects and letters of intent (“LOIs”)submitted by applications for funding, the OHSP became concerned that the process had notfully captured all of the energy projects listed in the LOIs. OEM had a contractor, WittO’Brien, glean energy projects from the original LOIs and input them into a computerprogram called MB3, developed post-Sandy for organizing information related to the storm.The cross-agency committee asked OEM to go back and examine the original LOIs to see ifany projects were missed, and they discovered that because of data entry errors,approximately 550 projects were not entered appropriately into the MB3 system, and so theywere not considered and scored by the cross-agency committee or awarded allocations.Including these 550 projects in the scoring process increases the number of energy projects tobe evaluated to approximately 1,300.Specifically, Hoboken submitted a letter of intent that requested approximately 11 or13 energy projects, but only three of them were scored. One of the three Hoboken projectswas allocated funding, but the remaining two were not allocated funding.No money has been provided to any program participants to date, because prior todistribution of funds, allocations must be recommended to the Federal EmergencyManagement Act (“FEMA”) using project worksheets and investment applications. FEMAmust then provide approval in order for funds to be disbursed. The Energy AllocationInitiative had not yet reached this point in the process when these errors were discovered.D.New Energy Allocation Initiative Scoring ProcedureAfter the errors described were discovered, the cross-agency committee was asked toabandon the MB3 system and pull each physical, original letter of intent and handwrite newtracking numbers on the paper applications. The committee was also required to handwriteout the scoring metrics and scores, and each member of the committee must initial next toeach score, indicating approval for the score. The metrics used were the same as those usedin the original evaluations and scoring of the initial approximately 779 projects in thesummer of 2013.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGutkin said that the cross-agency committee did not do a preliminary analysis on howthe re-scoring will affect grantees, but he said that some allocation recipients would havetheir awards increased, while others’ awards would decrease. Gutkin noted that while moreprojects may score high enough for allocations, the dollar value per point in the scoringmight decrease because there is a fixed $25 million pot for this program. Gutkin has not seenHoboken’s new scores, but since Hoboken has 9 more projects that will be scored this timearound, he believes that Hoboken’s total award amount will likely increase.The committee just finished its handwritten assessments of the data for projects theweek prior to his interview, and the next step is DEP taking the assessment data and enteringit into a new database. DEP Commissioner Robert Martin is taking leadership over thisprocess. In a recent meeting with the DEP, adjustments to the metrics used to score energyprojects were considered, but Gutkin said that the representatives from OHSP suggested thatthe cross-agency committee continue using the same metrics used previously, since theywere agreed upon by the cross-agency subject matter specialists.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Hasenbalg Interview MemorandumOn February 24, 2014, Wayne Hasenbalg was interviewed by Reed Brodsky andAlyssa Kuhn of Gibson Dunn. Hasenbalg was not represented by counsel during theinterview. All information contained herein was provided by Hasenbalg or as indicated.Hasenbalg has not read or reviewed this memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Hasenbalg refrain from discussing theinvestigation and interview with others. Hasenbalg stated that he agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion which reflects counsel’s mental thoughtsand impressions and is therefore protected from disclosure by the attorney work productdoctrine.I.BackgroundIn 1976, Hasenbalg graduated from Gettysburg College. In 1979, Hasenbalg receivedhis Master’s Degree in Public Administration from Penn State University. In 1984,Hasenbalg received his J.D. form Seton Hall University. Following law school, Hasenbalgworked in the Counsel’s Office in the New Jersey Office of the Governor in GovernorThomas Kean’s administration and as Chief of Staff for New Jersey Attorney General W.Cary Edwards. Thereafter, Hasenbalg worked for various law firms and was treasurer forEssex County before joining the law firm DeCotiis, FitzPatrick, and Cole LLP as Partner.Hasenbalg joined Governor Christie’s administration in 2010 as Deputy Chief ofStaff for Policy and Planning. Hasenbalg stated that he had known Governor Christie forapproximately fifteen years before joining his administration. Hasenbalg met GovernorChristie when Governor Christie was a Morris County Freeholder. Hasenbalg worked on hisPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTFreeholder campaigns and Hasenbalg’s law firm represented Governor Christie in legalmatters. Hasenbalg did not work with Governor Christie at the U.S. Attorney’s Office andrecalled that he only kept in touch with Governor Christie sporadically when he was U.S.Attorney. When Governor Christie was elected Governor in 2009, Governor Christie askedHasenbalg to serve on his transition committee, and then as his Deputy Chief of Staff forPolicy and Planning.A.Role and ResponsibilitiesHasenbalg joined the Christie Administration as Deputy Chief of Staff for Policy andPlanning. As a Deputy Chief of Staff, Hasenbalg was a member of Governor Christie’sSenior Staff. Hasenbalg explained that the Office of Policy and Planning (“OPP”) was theprincipal link between all offices in the Office of the Governor and policy and regulatoryinitiatives. Hasenbalg oversaw a staff of approximately ten policy advisors, divided intodifferent departmental areas. Each department, such as the Department of EnvironmentalProtection (“DEP”), had a point of contact in the OPP, and their point of contact reported toHasenbalg.Hasenbalg stated that economic development was a priority in Governor Christie’sadministration. Governor Christie’s administration was the first administration with aLieutenant Governor, and Governor Christie made economic development one of theLieutenant Governor’s primary responsibilities. Hasenbalg noted that within the OPP,Hasenbalg had one policy advisor who worked mainly on economic development issues.Hasenbalg stated that the OPP frequently interacted with the Lieutenant Governor and hereconomic development team, which included, outside of her office, Choose New Jersey, theEconomic Development Authority (“EDA”), and Partnership for Action.Hasenbalg served as Deputy Chief of Staff for Policy and Planning for two years. InDecember 2011, Governor Christie announced he was appointing Hasenbalg to be ExecutiveDirector and CEO of the New Jersey Sports & Exposition Authority (“NJSEA”). Hasenbalgleft the Office of the Governor for NJSEA in January 2012.While Deputy Chief of Staff for Policy and Planning, Hasenbalg stated that it was notunusual for him or his staff to deal directly with businesses and economic developmentprojects. Hasenbalg noted that the Christie administration was especially proactive inattracting businesses and projects, and thus jobs to New Jersey, and keeping them there. Asan example, Hasenbalg described the actions the Christie Administration took whenHoneywell Corporation, which is headquartered in Morris County, was planning on leavingNew Jersey. Hasenbalg, officials at the DEP, and members of the Lieutenant Governor’sstaff immediately scheduled a meeting with Honeywell’s counsel to discuss how they couldkeep Honeywell in New Jersey. Ultimately, Governor Christie sat down with the CEO ofHoneywell. Honeywell decided to stay in New Jersey.Page 3II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy AidA.Interactions with Hoboken Mayor Dawn Zimmer1.Rockefeller Group ProjectHasenbalg recalled that he had met with Mayor Zimmer once when he was DeputyChief of Staff for Policy and Planning. Hasenbalg recalled that sometime in or around 2010,Kay LiCausi, a friend of Hasenbalg’s, a Democrat, and President of the Hoboken StrategyGroup, contacted Hasenbalg regarding the Rockefeller Group’s development in Hoboken.LiCausi told Hasenbalg that the Rockefeller Group was having trouble scheduling a meetingwith Hoboken officials and asked Hasenbalg if he would meet with the Rockefeller Group.Hasenbalg recalled that this was the first time he had heard of the Rockefeller Group and itsHoboken development project. Hasenbalg stated that it was his general practice to accept allmeeting invitations and that, following LiCausi’s request, he set up a meeting with theRockefeller Group. Hasenbalg stated, in his experience, working under two administrations,it was normal practice for development groups to have representatives like LiCausi facilitateon their behalf.Hasenbalg recalled that he met with Leslie Smith and Clark Machemer from theRockefeller Group, LiCausi, and Jim Leonard, then a policy advisor in the OPP. Hasenbalgrecalled that the Rockefeller Group expressed frustration that they had not been able to get intouch with Hoboken officials for approximately two years. Hasenbalg recalled that Smithtold Hasenbalg that this was the first time he had experienced difficulty scheduling a meetingwith community and elected officials. Hasenbalg recalled that, at the time he met with theRockefeller Group, the Rockefeller Group needed a study conducted on their Hobokenproperty to determine whether the property was in need of redevelopment.After meeting with the Rockefeller Group, Hasenbalg scheduled a meeting withMayor Zimmer to discuss the Rockefeller Group’s project and policy and projects inHoboken generally. Hasenbalg recalled that he met with Mayor Zimmer, Joe Maraziti, aredevelopment lawyer representing Hoboken, and a member of Mayor Zimmer’s staff atMayor Zimmer’s office, along with Lori Grifa, then Commissioner of the Department ofCommunity Affairs (“DCA”), and Karen Franzini, then head of the EDA. Hasenbalgrecalled that Mayor Zimmer gave them a global overview of current projects in Hoboken.Mayor Zimmer discussed the Rockefeller Group’s development project in addition to otherdevelopment projects. Hasenbalg recalled that they met for approximately an hour anddiscussed the Rockefeller Group’s project, LCOR’s project, and a few other developmentprojects. Hasenbalg recalled that Mayor Zimmer expressed concerns about development—specifically the height of buildings and traffic congestion—and said that she didn’t wantHoboken to become another Jersey City. Hasenbalg, Grifa, and Franzini offered to assistMayor Zimmer with any project in which she was interested. Hasenbalg recalled that MayorZimmer was appreciative and expressed that she would continue working with them movingPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTforward. Hasenbalg recalled that he left the meeting with the impression that Mayor Zimmerwouldn’t support development projects unless her issues with the project were fullyaddressed. Hasenbalg stated that he, Grifa, and Franzini did not pressure Mayor Zimmer topursue development during the meeting. The meeting was merely introductory and theyoffered to facilitate if Mayor Zimmer wanted to proceed with any projects.Hasenbalg did not recall having any other discussions with Mayor Zimmer regardingthe Rockefeller Group’s development project. Hasenbalg recalled that the Rockefeller Groupor LiCausi contacted him a couple times expressing their frustration that a study had not beenconducted on the Hoboken property. Hasenbalg recalled that he was under the impressionthat Hoboken did not have funds available to pay for a study. Hasenbalg stated that he calledBill Baroni, Deputy Executive Director of the Port Authority, and asked if the Port Authoritypaid for redevelopment studies. Hasenbalg recalled that Baroni responded yes, that they paidfor these studies all the time. Hasenbalg asked Baroni if he could work with MayorZimmer’s office and see if this is something the Port Authority did in the normal course.Hasenbalg did not recall discussing the Rockefeller Group’s development project or theredevelopment study after his initial call to Baroni. Hasenbalg did not recall having anyother further involvement in the Rockefeller Group’s development project, aside fromreceiving a couple status update calls from LiCausi. Hasenbalg stated that while the studywas necessary for the Rockefeller Group’s project to move to the next stage, there were anumber of other stages in which Mayor Zimmer could stop the project from developing ifshe wanted to.2.LCOR Development ProjectHasenbalg recalled that Anthony Pizzutillo called him on behalf of the developmentfirm LCOR expressing frustration that LCOR had reached an impasse with Mayor Zimmerregarding LCOR’s development project in Hoboken’s South End. Hasenbalg recalled that hewas involved with the LCOR project, but did not recall ever meeting with the firm. Instead,Hasenbalg recalled calling Jim Weinstein, Director of New Jersey Transit (“NJ Transit”), todiscuss LCOR’s project because NJ Transit was involved in the development project.Hasenbalg said that since another state agency was already involved in the project, he did notwant to add another to the table. Hasenbalg recalled that the LCOR project was notprogressing because Mayor Zimmer was concerned with, among other things, the height ofthe development.B.Other Interactions with Mayor ZimmerAlthough Hasenbalg only recalled meeting with Mayor Zimmer once while at theOPP, he has also interacted with Mayor Zimmer in his position at the NJSEA. Hasenbalgdescribed one recent interaction with Mayor Zimmer in November 2013. Hasenbalg hadbeen invited to attend the League of Municipalities Conference in Atlantic City to participateon a panel on the Super Bowl. While on the panel, Hasenbalg highlighted what some of thePage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTNew Jersey towns, including Hoboken, were doing to celebrate the Super Bowl. Hasenbalgstated that he received a call from Mayor Zimmer a few days later, unhappy that NJSEA andthe NFL had not communicated with her about an event in Hoboken and that Hoboken couldnot pay for such event. Hasenbalg recalled being confused, but ultimately pieced togetherher misunderstanding. Hasenbalg had discussed an event that Hoboken already had on thebooks regarding the Super Bowl, but had also mentioned while on the panel that the NFLwas going to announce a special event to take place in a New Jersey town. Hasenbalgrecalled that he recounted to Mayor Zimmer what he had said on the panel, and assuredMayor Zimmer that he would consult her before making an announcement about the NFL’sevent. Hasenbalg said that there seemed to be a big disconnect between what Mayor Zimmerhad thought Hasenbalg had said and what Hasenbalg actually said at the conference.C.Economic Development and the Office of the GovernorHasenbalg did not recall ever speaking with Governor Christie about the RockefellerGroup’s or LCOR’s development projects. Hasenbalg stated that the Governor only gotinvolved with specific economic development projects or business ventures when there wereimmediate implications for the state, such as when Honeywell Corporation almost abandonedtheir headquarters in New Jersey. Hasenbalg stated that the OPP would have never had theGovernor get involved with projects like the Rockefeller Group’s or LCOR’s, and, that, inhis role as Deputy Chief of Staff for OPP, he likely would have known had the RockefellerGroup or LCOR’s development projects been brought to the Governor’s attention.Hasenbalg recalled discussing the Rockefeller Group and LCOR developmentprojects with the Lieutenant Governor, though Hasenbalg noted that he did not recalldiscussing the projects in any level of detail. Hasenbalg stated that he spoke with theLieutenant Governor about economic development projects often. The Lieutenant Governorhosted Thursday morning meetings with members of her staff, the heads of EDA, BAC, andChoose NJ, and Hasenbalg would sometimes attend. Hasenbalg explained that it was duringthese meeting and in similar contexts in which he discussed specific projects with theLieutenant Governor. Hasenbalg recalled having no more than five conversations about theRockefeller Group’s development project, for no more than a half of an hour total, over thecourse of a year and a half. By comparison, Hasenbalg recalled having numerousconversations with the Lieutenant Governor about Honeywell, for several hours, over thecourse of a month and a half.Hasenbalg stated that he had no knowledge of Mayor Zimmer’s allegations againstthe Lieutenant Governor, Commissioner Constable, or Marc Ferzan. Hasenbalg stated thathe had no knowledge of the allegations made against the Port Authority and Office of theGovernor regarding the George Washington Bridge lane realignment.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Iannacone Interview MemorandumOn January 30, 2014, Rosemary Iannacone was interviewed by Avi Weitzman andChristian Hudson of Gibson Dunn. Iannacone was not represented by counsel during theinterview. All information contained herein was provided by Iannacone or as indicated.Iannacone has not read or reviewed the memorandum and has not adopted or approved itscontents. Weitzman began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Iannacone refrain from discussing theinvestigation and interview with others. Iannacone stated that she agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIannacone has worked as Director of Operations and Special Assistant to theGovernor since the beginning of Governor Christie’s first administration. She started withthe transition office roughly two weeks prior to the inauguration in January 2010. Prior toher work with the Governor she was the administrative officer for the U.S. Attorney’s Officefor the District of New Jersey. In her role at the Governor’s Office, she overseesadministrative personnel and all scheduling work undertaken at the Scheduling Office. Shealso serves as the Governor’s executive administrative assistant.A.Role and ResponsibilitiesIannacone regularly attends both the senior staff meetings and the weekly Sandyrecovery meetings that the Governor attends. She also attends the senior staff retreats toPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTDrumthwacket. The Sandy recovery meetings usually occur on Wednesdays unless there is aconflict with the Governor’s calendar. Those invited to attend vary based on the agenda ofthe meeting, but consistent attendees include most of the senior staff, including DEPCommissioner Martin, GORR Executive Director Marc Ferzan, GORR Deputy ExecutiveDirector Terrence Brody, DCA Commissioner Constable, EDA CEO Michele Brown, andthe Governor’s Chiefs of Staff.When asked if there was any discussion at these meetings in which the Governor,Constable, Ferzan, or anyone else, linked Sandy recovery funding to partisan politics,endorsements of the Governor, or development projects such as the Rockefeller Group’sHoboken property, Iannacone replied “absolutely not.”Iannacone said that she has been in many Sandy recovery meetings with theGovernor, and that at no time during these meetings has the availability of funding or the useof funding been spoken of in terms of “this one can have this much if they do this.” Rather,she said, the meetings have focused on providing aid based on need, and that there is amethod to distributing such aid.II.Superstorm Sandy Aid AllegationsIannacone said that she has no recollection of ever speaking with Hoboken MayorDawn Zimmer.PRIVILEGED AND CONFIDENTIALATTORNEY OPNION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Klewin Interview MemorandumOn February 19, 2014, Matt Klewin was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Klewin was not represented by counsel during the interview. Allinformation contained herein was provided by Klewin or as indicated. Klewin has not reador reviewed this memorandum and has not adopted or approved its contents. Brodsky beganthe interview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Klewin refrain from discussing the investigation and interview with others.Klewin stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion which reflects counsel’s mental thoughtsand impressions and is therefore protected from disclosure by the attorney work productdoctrine.I.BackgroundKlewin attended Stockton College from 1976–1977. In 1977, Klewin left school,moved to Canada with his father, and held, among other positions, managerial roles incasinos. Klewin returned to school and graduated from Stockton College in 1994. Aftergraduating, Klewin worked in a number of fields, including construction, before becoming aPark Ranger. While serving as Park Ranger, Klewin took Physics courses. In 1999, Klewinjoined the New Jersey Department of Environmental Protection (“DEP”).Klewin currently serves as an Environmental Specialist at DEP in the Division ofWater Quality, Bureau of Nonpoint Pollution Control. Klewin also held this position in2013. Klewin explained that his expertise is stormwater. Klewin explained that in NewJersey, most of the Superstorm Sandy flooding was caused by Combined Sewer Overflows(“CSOs”), not stormwater.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPNION WORK PRODUCTSuperstorm Sandy Aid & May 9, 2013 Meeting with Hoboken and theRockefeller GroupKlewin was invited to the May 9, 2013 meeting by Michele Putnam, Director of theDivision of Water Quality. Putnam invited Klewin to the meeting the morning of May 9,2013. Klewin did not recall having any interaction with Mayor Zimmer prior to the meeting,but recalled reaching out to the North Hudson Sewerage Authority (“NHSA”) afterSuperstorm Sandy hit. Klewin recalled that NHSA had issues with washover from CSOs, anarea outside of his expertise, so he referred their problem to Linda Coles. Klewin stated thathe was invited to the May 9, 2013 meeting to answer any questions about stormwater, but,since Hoboken’s flooding was not related to stormwater, he was not asked any questionsduring the meeting.Klewin attended the May 9, 2013 meeting with Mayor Zimmer, Stephen Marks(Hoboken Business Administrator), the Rockefeller Group, Fred Worstell (Dresdner Robin),Lori Grifa (Wolff & Samson), and other members of DEP. Klewin recalled that at thebeginning of the meeting, Mayor Zimmer laid out a large map and Mayor Zimmer said thatshe wanted to build a flood wall around Hoboken through public-private partnerships.Klewin recalled that Mayor Zimmer wanted something more attractive than flood walls andenvisioned that new buildings would serve the dual purpose of a flood wall. Klewin recalledthat Mayor Zimmer also discussed water pumps during the meeting, but Klewin said that thepumps were a long-term project that did not qualify for FEMA disaster recovery fundingbecause Hoboken’s flooding problems are not merely disaster related, but due to its bowllike topology.Klewin stated that the DEP did not provide much feedback at the meeting. DEP’s rolewas to listen and evaluate the Rockefeller Group’s flood mitigation plan for Hoboken.Klewin did not recall the Rockefeller Group representatives speaking during the meeting anddid not notice any tension between Mayor Zimmer and the Rockefeller Grouprepresentatives. Klewin did not recall the Rockefeller Group’s North End developmentproject coming up during the meeting. Klewin noted that the email inviting him to themeeting stated that the meeting was about flood mitigation. Klewin recalled that everyoneshook hands when the meeting ended.Klewin stated that he has never heard anyone say that Sandy Aid was tied toendorsements, political affiliation, or private development projects.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Kobylowski Interview MemorandumKenneth Kobylowski was interviewed on January 29, 2014 by Avi Weitzman andChristian Hudson of Gibson Dunn. Kobylowski was not represented by counsel during theinterview. All information contained herein was provided by Kobylowski or as indicated.Kobylowski has not read or reviewed the memorandum and has not adopted or approved itscontents. Weitzman began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Kobylowski refrain from discussing theinvestigation and interview with others. Kobylowski stated that he agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundKobylowski served as Acting Commissioner of the New Jersey Department ofBanking & Insurance (“DBI”) from February 11, 2012 until December 21, 2012, when hewas confirmed as the Commissioner. Prior to his time as Acting Commissioner, Kobylowskiserved as Chief of Staff for the DBI; in October of 2011 he also took on the role as ActingDirector of Banking. He has worked in the DBI since December 2010.II.Superstorm Sandy AidThe DBI acted to assist municipalities file insurance claims and set up self-insuranceor “joint insurance fund” schemes. In his position, he had no interactions with HobokenMayor Dawn Zimmer, and has never met or spoken with Mayor Zimmer in any othercapacity.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTIn his role as DBI Commissioner, he attended two sets of meetings related to Sandyrecovery. The first were weekly meeting with the Governor’s Office of Recovery andRebuilding led by Executive Director Marc Ferzan, which met every Monday afternoonbefore becoming bi-weekly. These meetings consisted of attendees only from GORR and theDBI. The other weekly meeting was the Sandy Recovery Meeting that met with theGovernor’s senior staff. He attended these meetings from January 2013 through January2014. His attendance waned because the insurance impact of the storm had faded and DBIwas no longer as necessary to the meetings.When asked if anyone at these meetings ever suggested that post-Sandy relief aidshould be contingent on the partisan affiliation of local municipality officials or politicians,an endorsement of Governor Christie, or support for unrelated development projects (such asthose of the Rockefeller Group in the North End of Hoboken), Kobylowski replied “no, notat all.” When asked if party affiliation or the endorsement of a particular candidate hasplayed a role in any decisions made in his department, Kobylowski replied “no.”Kobylowski had never heard the Rockefeller Group come up in discussions at any ofthe meetings mentioned above, nor had he heard any discussion of the Rockefeller Groupoutside of those meetings.Kobylowski did not attend the November 25 and 26, 2013 “Mayors Meetings.” Hedoes not recall ever meeting with Hoboken Mayor Dawn Zimmer.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Larkin Interview MemorandumOn January 27, 2014, Judith Larkin was interviewed by Randy M. Mastro, ReedBrodsky, and Alyssa Kuhn of Gibson Dunn. Larkin was not represented by counsel duringthe interview. All information contained herein was provided by Larkin or as indicated.Larkin has not read or reviewed this memorandum and has not adopted or approved itscontents. Mastro began the interview by administering the standard Upjohn warnings perGibson Dunn protocol and requesting that Larkin refrain from discussing the investigationand interview with others. Larkin stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundBefore joining the Office of the Lieutenant Governor in 2010, Larkin worked for aprivate industry. At some point, Larkin was a registered Democrat, but is now a registeredRepublican because she is a strong supporter of the Christie Administration and wanted tovote for the Governor in the Republican primary. Larkin did not recall if she, in fact,registered in time to vote in the primary.A.Role and ResponsibilitiesLarkin has been the Lieutenant Governor’s Personal Assistant since she joined theGovernor’s Office in early 2010. Larkin’s responsibilities include keeping the LieutenantGovernor’s schedule and organizing her messages. Larkin noted that she has worked withthe Lieutenant Governor for over four years and has never witnessed the LieutenantGovernor do anything Larkin would consider inappropriate.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2II.Superstorm Sandy Aid AllegationsA.May 13, 2013Larkin was not at the Hoboken ShopRite event with the Lieutenant Governor andMayor Zimmer on May 13, 2013. Larkin explained that the Lieutenant Governor typicallytalks to her about the previous days’ events when she is back in the office, but Larkin did notrecall the Lieutenant Governor discussing the Hoboken ShopRite event.B.January 17, 2014Larkin was at work on January 17, 2014, and was at her desk outside the LieutenantGovernor’s office when Mike Drewniak informed the Lieutenant Governor of MayorZimmer’s allegations. Larkin stated that she had an idea that some news event washappening, but since it was approximately 5 p.m. already when Drewniak entered, Larkin leftthe office before learning of Mayor Zimmer’s allegations. Larkin stated that she did notrecall hearing Luciana DiMaggio, the Lieutenant Governor’s aide, discuss what she recalledfrom the Hoboken ShopRite event.C.Post-January 17, 2014Larkin became aware of Mayor Zimmer’s allegations on Saturday, January 18, 2014,when they were made public on the news. Larkin stated that since the Lieutenant Governoris her boss, she paid attention to the news that weekend. Larkin remembered that theLieutenant Governor issued her statement that Mayor Zimmer’s allegations were false onMonday, January 20, 2014.On Tuesday, January 21, 2014, DiMaggio asked Larkin for any emails on or aboutMay 13, 2013, regarding the Hoboken ShopRite event. Larkin stated that she did not believethe Lieutenant Governor had any emails related to the event. DiMaggio asked Larkin if she,Larkin, had received any emails regarding the Hoboken ShopRite event, and Larkin statedthat she had not. Larkin relayed that she knew DiMaggio produced emails showing thatMayor Zimmer requested to meet with the Lieutenant Governor after the ShopRite event.Larkin recalled that she was present for a conversation when the Lieutenant Governortold Melissa Orsen, the Lieutenant Governor’s Chief of Staff, and DiMaggio that she, theLieutenant Governor, had a conversation with Mayor Zimmer at the Hoboken ShopRiteevent; but Larkin did not hear the Lieutenant Governor talk about her conversation withMayor Zimmer, and Larkin did not talk to the Lieutenant Governor about the ShopRiteevent. Larkin explained that, as the Lieutenant Governor’s assistant, she doesn’t typicallytalk with the Lieutenant Governor about substantive issues.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:LaRossa Interview MemorandumOn January 24, 2014, Reed Brodsky and Alyssa Kuhn of Gibson Dunn contactedRalph LaRossa, the President and Chief Operating Officer of PSEG, who was a panelist onor about May 16, 2013, during the New Jersey television program “Superstorm Sandy: ALive Town Hall” with, among others, Commissioner Richard Constable and Mayor DawnZimmer.At the outset of the call, Brodsky informed LaRossa that Brodsky and Kuhnrepresented the Office of the Governor of the State of New Jersey and that Gibson Dunn wasconducting an internal review of, among other things, allegations made by Mayor DawnZimmer.I.Superstorm Sandy AidA.May 16, 2013 – NJTV Live Town Hall EventLaRossa stated that he remembered the “Live Town Hall” program, and that he wassitting in the back row. Brodsky stated that Gibson Dunn was trying to reach out to everyonewho was there. LaRossa responded that he did not hear the alleged conversation betweenMayor Zimmer and Commissioner Constable.LaRossa confirmed that he was sitting in the second row of the two rows, thatCommissioner Constable and Mayor Zimmer were both in the first row, and that LaRossawas sitting behind Mayor Zimmer. LaRossa stated that Commissioner Constable and MayorZimmer did not argue and he didn’t observe anything to suggest that they did not get along.LaRossa did not see any friction between Commissioner Constable and Mayor Zimmerwhatsoever.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTBrodsky stated that Mayor Zimmer has made public statements about a conversationwith Commissioner Constable and alleged, according to her diary, that “on TV withCommissioner Constable” of the DCA, “we are mic’ed up w[ith] other panelists all aroundus—+probably the sound team listening+ he says—I hear you are against the R project. Ireply—I am not against the Rockefeller—in fact I want more commercial dev. in Hob—Ohreally—everyone in the statehouse believes u r against it—the buzz is that u r against it—‘Ifyou move that forward the $ would start flowing to u’ he tells me.”LaRossa said that he did not hear any of that. LaRossa did not recall CommissionerConstable and Mayor Zimmer having a conversation prior to the show starting. LaRossastated that there wasn’t much talking among the panelists before the program started, thatthey were seated for about 10 minutes maximum before the program started, and that thepanelists were joking with each other about the guys bringing water more than anything else.LaRossa did not observe any conversation between Mayor Zimmer andCommissioner Constable during any breaks in the television program, or after the programended. LaRossa did not observe any friction between Mayor Zimmer and CommissionerConstable during any breaks in the program, or after the program ended. After the programended, LaRossa recalled that everyone scattered; some may have spoken with audiencemembers.LaRossa stated that, during Superstorm Sandy, PSEG was trying to help get thepower back on in Hoboken. LaRossa has had limited interactions with Mayor Zimmer, andonly recalled exchanging pleasantries with her during a television appearance which MayorZimmer had requested. In connection with a federal Department of Energy grant relating tomicrogrid work in Hoboken, LaRossa, Marc Ferzan, Commissioner Bob Hanna, and one ortwo other individuals attended a press conference at the request of Mayor Zimmer to showthat they were all working together. LaRossa stated that, beyond that, he did not haveinteractions with Mayor Zimmer.Brodsky said that he will send LaRossa an email with a still photograph from theMay 2013 television appearance and asked LaRossa to contact Brodsky if LaRossa recalledanything else from that television show relating to any interaction between CommissionerConstable and Mayor Zimmer.2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:M. O’Dowd Interview MemorandumOn January 29, 2014, Mary O’Dowd was interviewed by Avi Weitzman andChristian Hudson of Gibson Dunn. Ms. O’Dowd was not represented by counsel during theinterview. All information contained herein was provided by Ms. O’Dowd or as indicated.Ms. O’Dowd has not read or reviewed the memorandum and has not adopted or approved itscontents. Weitzman began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Ms. O’Dowd refrain from discussing theinvestigation and interview with others. Ms. O’Dowd stated that she agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundMs. O’Dowd became acting commissioner of the New Jersey Department of Health(“DoH”) on or about April 1, 2011. She had been working at the department since January2008. In May or June of 2011, she was confirmed as Commissioner.II.Superstorm Sandy AidMs. O’Dowd recalled the DoH providing assistance to the Hoboken community,some of which came in the form of Social Services Block Grants, but did not recall any aiddirected to the city government. Ms. O’Dowd also did not recall any interactions withHoboken Mayor Dawn Zimmer after Superstorm Sandy. Ms. O’Dowd visited the city ofHoboken after the storm struck and communicated with her office, but does not recall anydirect contact with Mayor Zimmer. She recalled receiving a letter written by Mayor ZimmerPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTwhich detailed how the Mayor felt that Hoboken should be receiving more financial support,but did not remember if the letter was addressed directly to her.Having worked under both Governor Jon Corzine and Governor Chris Christie, sheknows that “significant” activity has occurred with Hoboken related to the city’s hospital.The DoH had to approve a transfer of ownership of the hospital, and a number of grants wereprovided to the hospital as well. Ms. O’Dowd recalled having many conversations andmeetings with Mayor Zimmer about those subjects.Ms. O’Dowd found Mayor Zimmer’s presentations regarding the hospital to belargely strange, political, and surprisingly unsubstantial. She would come to the table with agreater concern about the public relations components of the issues rather than a moresubstantive view regarding operations of the hospital. Ms. O’Dowd was surprised thatMayor Zimmer did not have a greater command about the services the hospital provided hercommunity. Rather, the Mayor spoke more in terms of high-level talking points which werenot grounded in fact or substance. She was often concerned about issues that Ms. O’Dowdfound to be irrelevant, such as when she spent an unusual amount of time worrying aboutwhether Ms. O’Dowd personally liked the individual Zimmer had representing the hospital.For Ms. O’Dowd, such a concern was entirely irrelevant to the matter of identifying thefinancial viability of a hospital and ensuring access for the community.A.Sandy Recovery MeetingsMs. O’Dowd had weekly meetings within the department for the year following Sandy,which are less frequent now. She did participate in some meetings with the Governor’sOffice of Recovery and Rebuilding after it was established, along with the other twodepartments applying for SSBG funding, in order to combine efforts on the SSBG fundingapplication. These meetings occurred roughly every other week until the application wassubmitted. Since then they have occurred on a roughly monthly basis. Her primary point ofcontact at GORR has been David Morris, although she has been in touch with Marc Ferzan.She has also presented to Governor Christie fewer than three times regarding how DoH wasapproaching their recovery efforts.B.Post-Sandy FundingWhen asked whether the DoH, in any of its post-Sandy funding decisions, everconditioned, delayed, or tied aid to partisanship or party affiliation, Ms. O’Dowd replied“absolutely not.”When asked whether the DoH, in any of its post-Sandy funding decisions, everconditioned, delayed, or tied aid to whether a mayor or official would endorse GovernorChristie, Ms. O’Dowd replied “absolutely not.”Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTWhen asked whether the DoH, in any of its post-Sandy funding decisions, everconditioned, delayed, or tied aid to the support of a particular development project unrelatedto post-Sandy aid, Ms. O’Dowd replied “no,” and that she did not have any knowledge of theRockefeller Group outside of what she had heard from the news.When asked whether, in her recollection, if the Governor’s staff ever conditioned,delayed, or tied post-Sandy funding decisions to partisanship or party affiliation, Ms.O’Dowd replied “no.”When asked if anyone in the Christie Administration, including Marc Ferzan, theLieutenant Governor, or Commissioner Richard Constable, stated that recovery aid needs tobe contingent on support for a particular development project, Ms. O’Dowd replied “no.”When asked about how the DoH made its determination regarding the provision ofaid, Ms. O’Dowd replied that such determinations vary by project. For several projects DoHworked to ensure that they supplemented their already-existing infrastructure that was understrain from post-Sandy recovery. In other projects the DoH went through a full RFP process.Other projects went to a particular type of entity such as EMS units, with comptroller reviewfor the implementation. The DoH also has a review committee.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Macchia Interview MemorandumOn March 19, 2014, Paul Macchia was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Macchia was not represented by counsel during the interview. Allinformation contained herein was provided by Macchia or as indicated. Macchia has notread or reviewed the memorandum and has not adopted or approved its contents. Weitzmanbegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Macchia refrain from discussing the investigation and interviewwith others. Macchia stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1986, Macchia graduated from Georgetown University. In 1992, Macchiareceived his JD/MBA from the Georgetown Law Center and the Georgetown UniversityMcDonough School of Business. In between college and graduate school, Macchia workedas a paralegal in Los Angeles, California. After graduate school, Macchia returned to NewJersey and held a number of jobs in the private sector, including positions at a manufacturingfirm, law firms, consulting firms, and start-up businesses. Macchia also formed aninvestment company, which he sold in 2010 to do charity work.Macchia met Commissioner Richard Constable while working on GovernorChristie’s first gubernatorial campaign. In or around May 2012, Macchia joined the NewJersey Department of Community Affairs (“DCA”) as Chief of Staff to CommissionerConstable.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRole in DCAMacchia described his position as Chief of Staff to Commissioner Constable assimilar to a Chief Operating Officer of a corporation. Macchia explained that he reviewsevery piece of paper before it goes in front of Commissioner Constable, and that he isresponsible for keeping Commissioner Constable on schedule.III.Superstorm Sandy Aid AllegationsMacchia stated that he has never heard Commissioner Constable state or suggest thatSandy aid is contingent on private development projects, political affiliation, or endorsingGovernor Christie. Macchia stated that he has never heard Commissioner Constable state orsuggest that Hoboken’s Sandy aid was contingent on moving forward with the RockefellerGroup’s development project in Hoboken. Macchia stated that he had never heard of theRockefeller Group and did not recall anyone mentioning the Rockefeller Group or itsdevelopment project in Hoboken before Mayor Zimmer went public with her allegations.Macchia stated that he did not attend the NJTV “Sandy Live Town Hall” event onMay 16, 2013, and that he did not help Commissioner Constable prepare for the event.Macchia did not recall Commissioner Constable discussing the Live Town Hall or MayorZimmer after May 16, 2013. Macchia stated that he did not attend the June 27, 2013 meetingregarding Community Development Block Grant – Disaster Recovery grants in Hobokenwith Mayor Zimmer, Commissioner Constable, and Intergovernmental Affairs SandyRegional Director Richard Rebisz.Macchia did not recall ever meeting Mayor Zimmer. Macchia said that wheneverMayor Zimmer or her office contacted him, he was instructed to help Mayor Zimmer and gether what she needed. Macchia did not recall Mayor Zimmer or her office contacting himafter Superstorm Sandy.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Marchetta Interview MemorandumOn March 11, 2014, Anthony Marchetta was interviewed by Avi Weitzman andRachel Brook of Gibson Dunn. James Robertson, Chief Counsel of Legal and RegulatoryAffairs for the New Jersey Housing and Mortgage Finance Agency (“HMFA”), alsoparticipated in the interview. All information contained herein was provided by Marchetta oras indicated. Marchetta has not read or reviewed the memorandum and has not adopted orapproved its contents. Weitzman began the interview by administering the standard Upjohnwarnings per Gibson Dunn protocol, and requesting that Marchetta refrain from discussingthe investigation and interview with others. Marchetta stated that he agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Hoboken Applies for Loan Money from the Fund for Restoration ofMulti-Family HousingMarchetta is the Executive Director of HMFA, which is the State agency responsiblefor administering the Community Development Block Grant – Disaster Relief (“CDBGDR”) money from the Fund for Restoration of Multifamily Housing (“FRM”). Under thisprogram, municipalities are able to apply for low-interest, long-term loans for the building ofaffordable family housing units. In order to obtain these loans, applicants must fulfill certainrequirements, including obtaining a Resolution of Need from their local governments, whichMarchetta said are usually freely provided. Applicants are not required to contribute fundingto projects funded by FRM loans.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Hoboken’s Housing Authority, headed by Carmelo Garcia, submitted an applicationto the HMFA for FRM funding. The application was for funding for the first phase of amulti-family housing project, which would consist of 44 affordable housing units in a fivestory building. All criteria for the application were met, with the exception of the Resolutionof Need from the Hoboken City Council. Money was committed to Hoboken’s HousingAuthority, $2,925,000 in total, contingent on obtaining the Resolution of Need.On May 1, 2013, Mayor Zimmer sent a two-page letter to Garcia, copying Marchetta,that outlined why Mayor Zimmer was in opposition to Hoboken’s application for the 44affordable housing units. Marchetta said that he believed all of the issues mentioned inMayor Zimmer’s letter were resolvable.B.Hoboken Council Vote on Hoboken’s FRM ApplicationAll documents for the FRM program were supposed to be submitted to HMFA byMay 15, 2013, but Hoboken requested an extension because the Hoboken Council wasplanning to meet on May 22 or 23, 2013 to act on the Resolution of Need. HMFA grantedthe extension request. The Council met for a long period of time, and ultimately the voteswere split 4-4 with respect to the Resolution. As the Council did not have the majorityneeded to endorse the Resolution, the FRM funding was not provided.Earlier that day, on May 23, 2013, before the Council’s vote, Mayor Zimmerscheduled a call with Marchetta for later that day at 3 p.m. Marchetta recalled that MayorZimmer was at a conference in Geneva, Switzerland, when they had their call. She called toreiterate to Marchetta that she was opposed to the affordable housing program proposed inHoboken’s FRM application. She wanted to make it clear to Marchetta that she was not insupport of the project. Mayor Zimmer again cited the reasons for her lack of support that shehad written in her May 1, 2013 letter. Marchetta thought that the call was odd as Zimmertechnically did not have a vote on the Resolution, which was to be presented later that day tothe Hoboken City Council.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Martin Interview MemorandumOn January 28, 2014, and January 31, 2014, Robert Martin was interviewed by ReedBrodsky, Rachel Brook, and/or Christian Hudson of Gibson Dunn. Martin was notrepresented by counsel. All information contained herein was provided by Martin or asindicated. The information in brackets was obtained from publicly-available sources, notfrom the interview itself. Martin has not read or reviewed the memorandum and has notadopted or approved its contents. Brodsky began all interviews by administering thestandard Upjohn warnings and requesting that Martin refrain from discussing theinvestigation and interview with others per Gibson Dunn protocol. Martin stated that heagreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[On January 19, 2010, Martin was appointed by Governor Christie to beCommissioner of the Department of Environmental Protection (“DEP”). Prior to hisappointment, Martin was a partner at Accenture LLP, where he worked for over 25 years.He received a bachelor of arts in Economics and Sociology from Boston College in 1979,and an MBA from George Washington University in 1982.]II.Superstorm Sandy Aid AllegationsA.March 5, 2013 Meeting with Hoboken Mayor Dawn ZimmerMartin recalled being asked to meet with Hoboken Mayor Dawn Zimmer in lateFebruary 2013. He had received a request from Christina Renna at the Governor’s Office toPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTmeet with the Mayor. He recalled that the Governor had promised a meeting with the Mayorand the commissioners of the DEP and DCA (Martin and Richard Constable, respectively).He had met with Mayor Zimmer once or twice before Superstorm Sandy, at events in whichshe was invited to the State House for meet and greets.After reviewing his calendar entries, Martin believed the meeting with the Mayoroccurred on March 5, 2013. Prior to entering the meeting, he was briefed by his team aboutpotential issues the conference may be about and flooding was emphasized. Martin did notrecall bringing any staff with him to the meeting; he recalled the attendees included himself,Commissioner Constable, the Mayor, and two or three other people whose names he did notrecall. He did recall that the Mayor had been working with an engineering consulting firm,and that the firm was not one DEP typically worked with in the past. He did not recall whichfirm it was.At the meeting Mayor Zimmer brought up her plans for flood walls, which Martinsaid would require all sorts of permits. Such permitting would be under the DEP’s purview.Ultimately, the meeting did not cover anything other than flooding in the city. The Mayortold Martin that they were looking to build a $90 million flood wall system with street floodgates that would open and close when the floods started. There would also be pumpingstations that would pump the water back out towards the harbor.The Mayor went through the design plan, with her consultants talking about thedetails. She wanted Martin and Constable to buy in to the project, and she wanted bothcommissioners to say whether or not this project would work. Martin said that DEP dealswith flood control and has coastal engineers in his department who work through any majorprojects that people want to do with coastal flooding, so he could have people review theproject.The Mayor also requested assistance from the State to help pay for the project.Martin indicated that there would be limited hazard mitigation funding available in thecoming months. He remembered that, at the time of the meeting, he knew that the statewould have something less than $400 million available, and that there had been ongoingdiscussions between DEP, the Governor’s Office of Recovery and Rebuilding (GORR), andFEMA about what the final dollar figure would be. He knew at the time that the state did nothave $90 million to fully fund Mayor Zimmer’s project, because the state had been receivingLetters of Intent (LOIs) which ultimately totaled approximately $14 billion. ThereforeMartin and Constable told Mayor Zimmer that her request was a big ask and that it was alarge amount of 404 money. Martin recalled that someone from the state governmentexplained to Mayor Zimmer the limitations on state funding, but did not know to whatextent. He recalled they told Mayor that $90 million would be a challenge because the 404pot would be small. He recalled that Mayor Zimmer’s response was that she nodded but didnot say anything confirming that she understood.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTThey then started to discuss whether they could get 406 money from FEMA. Thesefunds cover damages to public facilities, but can also be used for some limited hazardmitigation purposes, if the applicant can show that the damage sustained requires building upprotections. Unlike 404 funding, which is capped by FEMA, 406 funding can coverpotentially any sized project provided it meets the appropriate criteria. Martin and Constableoffered to help Hoboken with their application to FEMA for 406 funding to build the floodwalls project.After discussing 406 funding, the meeting focused on how the State could helpHoboken with other projects. Martin recalled that there was a discussion about howNJTransit wanted to protect the rails in the Hoboken Rail Yard and that they might be willingto assist Hoboken’s flood planning in the southern section of the city. Further, PSE&G hadsubstations in the west of the town and may want to help with building in that section.Finally, there had been damage to the North Hudson Sewage Authority’s plant in the NorthEnd of Hoboken, and 406 funding for fixing that damage plus protecting the northern side ofthe city might be feasible as well. This would include funding for both flood pumps.Martin recalled that Mayor Zimmer then mentioned that the Rockefeller Group couldpotentially play a role in putting money into the build-out of the project. He recalled thatdiscussion of the Rockefeller Group was not long, but that the Mayor had mentioned theRockefeller Group’s construction on either the north end or south end of the city couldprovide protection.Martin felt the outcome of the meeting was ultimately that the State was asking howit could help Hoboken, a question that both he and Commissioner Constable repeated.Martin also said that he wanted to have his engineers, headed by Dave Rosenblatt (DEP headof engineering and construction) meet with Mayor Zimmer’s team and whoever else shewanted them to meet to discuss and analyze the plan. Mayor Zimmer agreed to this request.Martin also told Mayor Zimmer that he was happy to work with her on how to find fundingfor the project. He recalled that Assistant Commissioner of the DEP, Michele Siekerka, hadsome meetings with Hoboken, as her portfolio includes water infrastructure projects. Herwork ties into the Environmental Infrastructure Trust (EIT), which helps provide bondmoney for projects. Martin recalled that Siekerka worked on the funding for this projectfollowing the meeting.Martin said there had been no discussion about funding for post-Sandy recoveryprojects being tied to an endorsement of the Governor, partisanship, or to developmentprojects. Finally, Martin said he never heard the Governor or his administration say thatpost-Sandy funding is tied to any development project, politics, or endorsement. Hecontinued by saying that post-Sandy funding is objective, and aimed to help the entire state.He has never aimed in any shape or form to work with only Republicans; rather Martin andhis staff work with everyone, irrespective of party affiliation. Governor Christie’s directivewas for him to help all the towns, a directive the Lieutenant Governor had as well.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTWhen asked whether he recalled using a phrase similar to “Birkenstock Group” in thecontext of Mayor Zimmer, Commissioner Martin did not recall using those words. Herecalled talking to all towns and cities about green structures, but does not believe that MayorZimmer is any more in favor of green infrastructure than other mayors. He does notremember her being emotional, but rather that she was very concerned about flooding in hertown and was a strong advocate that flooding in Hoboken was serious and needed to beaddressed.Martin did not recall meeting with Mayor Zimmer at any other official meeting afterthis conference.B.April 23, 2013 and April 25, 2013 LettersMartin remembered receiving the April 23, 2013 letter from Mayor Zimmer. Afterreceiving it, he had a phone conversation with Marc Ferzan regarding the letter. They couldnot identify a specific request in the letter, and so they decided to respond by describing theforms of outreach they were doing for Hoboken. This response was memorialized in hisApril 25, 2013 letter to the Mayor.C.May 9, 2013 Meeting with Mayor ZimmerMartin recalled that Rosenblatt and Siekerka had been attempting to set up a meetingwith Mayor Zimmer for some time, and that the meeting was moved from May 8 to May 9,2013, due to a scheduling issue. While Martin did not attend the May 9 meeting himself, heensured that two assistant commissioners (Rosenblatt and Siekerka) went. He did not recallif Grifa was at this meeting. He also said it was not unusual for the Rockefeller Group to beat the meeting because their participation had been brought up in the March meeting.D.November 25, 2013 Mayors MeetingAfter reviewing documents, Martin recalled that he attended the November 25, 2013,Mayors Meeting regarding the allocation of CDBG dollars. Mayor Zimmer attended, as didSiekerka. At the end of the meeting, Martin said hello to the mayors on the way out the door,and shook Mayor Zimmer’s hand. Mayor Zimmer then asked if Hoboken could get fundingfor flood pumps from the EIT bridge loan program. Martin and Siekerka replied that theywould try to assist with that. Siekerka subsequently called David Zimmer to try to move thefunding forward. Martin said that he typically tells his team to expedite application decisionsfor any Mayors who ask.Martin did not recall Mayor Zimmer and Marc Ferzan speaking after the meeting, andhe did not remember seeing Ferzan talk to anyone.Page 5VI.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMiscellaneousMartin said he would not typically call Lori Grifa to say hello. They were friendlybut not friends, and he was too busy to speak for long.Martin doesn’t typically go to meetings with mayors, preferring instead to ask thefront office IGA folks to go instead. He might do a “meet and greet,” but usually only meetswith mayors who have coastal concerns.One of the major programs that Martin was responsible for in the aftermath of Sandywas the rebuilding of beaches and coastline. This included involvement in cleaning updebris in Hoboken. While each town and city did their own clean-up, the state oversaw alloperations to ensure that contractors were in place and that debris was being sorted andmoved to the right places.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Mason Interview MemorandumOn January 31, 2014, Bradford Mason was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Mason was not represented by counsel during the interview. Allinformation contained herein was provided by Mason or as indicated. Mason has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Mason refrain from discussing the investigation and interview with others.Mason stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundMason graduated from Rutgers University in 1991 or 1992. After college, Masonspent time working for members of Congress, working both as legislative and campaignstaff. He then worked for the Federal Emergency Management Agency (“FEMA”). Afterworking at FEMA, Mason worked in the Crisis Management department of JP MorganChase.In August 2013, Mason became the Assistant Deputy Director of the Governor’sOffice of Homeland Security & Preparedness. He is responsible for three bureaus: (1) theCritical Infrastructure Protection Bureau, (2) the Planning and Project Management Bureau,and (3) the Grants Bureau. The authority for the Office of Homeland Security &Preparedness comes from Executive Order Number 5. Mason is currently finishing up athesis now for a Master’s program.Mason is a registered Republican.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy AidA.Interactions with Hoboken Mayor Dawn Zimmer1.August 2013 – Municipality MeetingMason said that in August 2013, he was involved in meetings with differentmunicipalities hosted for the purpose of facilitating discussions about the aftermath ofHurricane Sandy, including immediate needs and long-term needs of each community. Themeetings also included discussions of what went well and what went wrong during theresponse to Sandy. Each municipality meeting lasted approximately three hours.In the first week of August 2013, Mason attended the post-Sandy meeting forHoboken. The following people were present at the meeting: Mason, Steve Gutkin (BureauChief for the Planning and Project Management Bureau at the time; Gutkin has since movedto the Critical Infrastructure Protection Bureau), Major Pat Callahan (commanding officer atthe New Jersey State Police), Richard Rebisz (the Intergovernmental Affairs Liaison/SandyRegional Director), Mayor Zimmer, the Director of the Office of Emergency Management(“OEM”), and the Deputy Business Administrator. Mason recalled that while many of theother municipalities took the full three hours allotted for the meetings, Hoboken’s meetingended a little early. Mayor Zimmer stayed for the entire meeting.During this meeting, Mayor Zimmer discussed her impressions of what she thoughthappened when Hurricane Sandy hit and how Hoboken prepared for the storm. Mason saidthat the Mayor was engaged in the conversation during the meeting, but he did not make apersonal connection with her.At one point in the meeting, Mayor Zimmer became passionate as she discussed theimpacts of Hurricane Sandy on Hoboken. Mason sensed that the Mayor believed he and theothers at the meeting did not understand what had happened in Hoboken. She began to getemotional or lathered up as she told the room that Hoboken has needs and is not getting itsfair share of aid. She was venting. Mayor Zimmer kept saying that Hoboken needed moreaid, but she did not elaborate on details of what she meant by more aid. Mason ultimatelyhad to interrupt Mayor Zimmer to bring the conversation back to the purpose at hand.Mason said that after the meeting he mentioned to Terry Brody of the Governor’s Office ofRebuilding and Recovery (“GORR”) that Mayor Zimmer had gotten excited during themeeting when discussing the Hurricane’s impacts on Hoboken.Mason said that during this meeting, Mayor Zimmer did not mention anything aboutSandy aid being tied to politics, endorsements, the Rockefeller Group, or anything else butneed.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCT2.Late October 2013 – Rebuild by Design EncounterIn late October 2013, Mason attended an event for Rebuild by Design (“RBD”) inManhattan. He met Brody beforehand, and they traveled together to the event. The RBDevent was split into three sessions, and Mason and Brody ran into Mayor Zimmer on theirway into the event as she was leaving an earlier session.Brody and Mayor Zimmer were comparing notes on the RBD concept, and thenMayor Zimmer became exercised as she told Brody that the state should be more supportiveof Hoboken generally, and more specifically with RBD. Mayor Zimmer said that she wasgoing to return to her office that day and send a letter to Governor Christie about the RBDconcept for Hoboken. Brody could not get a word in edgewise because of Mayor Zimmer’sexcited state, and after a few minutes, Brody just said thank you and the encounter ended.Mason said that the Mayor’s excitement during this interaction was similar to her energizedbehavior during the August 2013 meeting that he had with her.Mason did not think that Mayor Zimmer recognized him from their three-hourmeeting in August 2013 when she saw him in Manhattan with Brody. Later that night, therewas a reception in New Jersey, and Mayor Zimmer called him and a few others, includingEric Daleo, David Morris, and possibly Brody (all from GORR) over to her and the RBDdesign team for Hoboken. She again asked them to be more supportive of RBD.At no point during these conversations did Mayor Zimmer ever suggest that Sandyaid was being tied to anything unrelated to aid needs. In fact, Mason said that he had neverheard the Mayor allege the existence of a connection between aid allocation andendorsements, politics, or development. And Mason said that both Marc Ferzan of GORRand Brody consistently emphasize objectivity and transparency with Sandy aid programs.3.Energy Allocation Meeting for HobokenThe last time that Mason saw Mayor Zimmer was at a meeting hosted by GORR forHoboken to discuss innovative ways for it to spend its energy allocation. At the meeting,National Renewable Energy Laboratory (“NREL”), a research laboratory, presented optionsfrom a technical perspective. Only the municipalities with the greatest opportunities wereselected for such meetings. Eric Daleo from GORR held the meetings.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Matey Interview MemorandumOn January 17, 2014, Paul Matey was interviewed by Alexander H. Southwell and SarahVacchiano of Gibson Dunn. Matey was not represented by counsel during the interview. Allinformation contained herein was provided by Matey or as indicated. The information inbrackets was obtained from publicly-available sources, not from the interview itself. Matey hasnot read or reviewed the memorandum and has not adopted or approved its contents. Southwellbegan the interview by administering the standard Upjohn warnings per Gibson Dunn’s protocol,and requesting that Matey refrain from discussing the investigation and interview with others.Matey stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Matey earned a B.A. from the University of Scranton and a J.D. from Seton HallUniversity School of Law. Mr. Matey worked as an associate in the Washington, D.C. firm ofKellogg, Huber, Hansen, Todd, Evans, and Figel, P.L.L.C., and served as a law clerk to theHonorable Robert E. Cowen of the United States Court of Appeals for the Third Circuit, and theHonorable John C. Lifland of the United States District Court for the District of New Jersey.Prior to joining Governor Christie’s administration, Mr. Matey served as an Assistant UnitedStates Attorney in the District of New Jersey in the Securities and Health Care Fraud Unit, andthe Public Protection Unit. In 2009, he received the Director's Award for Superior Performancefrom the United States Department of Justice.]A.Role and ResponsibilitiesMatey joined Governor Christie’s administration on the day of the inauguration inJanuary 2010. He joined the Office of Governor’s Counsel as Assistant Counsel and served inthis role from January-August 2010. He subsequently served as Senior Counsel from August2010-December 2011 and was promoted to his current position, Deputy Chief Counsel, inDecember 2011.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Matey said that the Office of Counsel to the Governor functions as in-house lawyers forthe Governor and provides legal advice and guidance to the Governor exclusively as it relates tohis right under the Constitution and statutes. Matey added that the Chief Counsel’s Office isinvolved in legislative and ethics matters, external requests for information under the OpenPublic Records Act (OPRA), and litigation and coordination to the extent it involves mattersrelated to the Governor’s decisions. Matey further said that the Chief Counsel’s Office alsooversees other legal tasks, executive orders and rules and regulations.Matey served as Chief Ethics Officer and Ethics Liaison Officer (“ELO”) for the StateEthics Commission (SEC) from August 2010-December 2011. In that position, Matey wasresponsible for advising the Governor on ethics issues. When he became Deputy Chief Counselhe no longer served as ELO, although retained ELO status with the SEC.Matey said that an important function of the Chief Counsel’s Office is handling OPRArequests, and the Counsel’s Office assigns OPRA custodians to attorneys who report up toMatey.Matey explained that the Deputy Chief Counsel is considered to be part of the Governor’sOffice senior staff.Matey said that the Chief Counsel Office’s involvement with other parts of theGovernor’s Office is dictated by the work being done and whether it involves legal guidance; forinstance, if the Authorities Unit were considering a rule promulgated by administrativeauthorities, that rule would be reviewed by the Chief Counsel’s Office. Similarly, Matey saidthat if the Office of Legislative and Intergovernmental Affairs (“IGA”) was working with astakeholder in a particular community or legislative body, the Chief Counsel’s Office mightinteract with them in order to get their feedback.B.Interactions with IGAMatey said that he frequently interacts with the IGA. He regularly interacted with BillStepien and Bridget Kelly specifically in their capacities as Deputy Chief of Staff for IGA.Matey’s relationship with both Stepien and Kelly was only of a professional nature; if he sawthem outside of work, it would have been in the context of a work event. He interacts with IGAat least 3 times per week during senior staff meetings. Aside from senior staff meetings, Mateysaid that he interacts with IGA when he needs to provide input on a particular project, orconversely, if he needs IGA’s input.Matey had very limited interactions with the campaign. Matey said that if he did interactwith the campaign it was largely concerning scheduling issues that overlapped. Within thecampaign, Matey principally interfaced with Bill Palatucci, not Stepien.2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3Regarding training for overlap between the campaign and Governor’s office, Mateystated that every employee of the Governor’s Office receives ethics training and is instructed towork with the ELO on any questions they have about conflicts of interest, which are defined bystatute. To this point, Matey never had any information or sense that political work was beingdone in the Governor’s Office.C.Interactions with the Authorities UnitMatey said that his interaction with the Authorities Unit is limited. He added that, whilethe Authorities Unit is part of the Chief Counsel’s office, it has been a practice within theChristie administration that the Authorities Unit reports directly to Chief Counsel, so Matey’sinteractions with the Authorities Unit are sparse.D.Interactions with the Port Authority of New York & New JerseyMatey did not recall having any direct or indirect contact with anyone from the PortAuthority, with the exception of David Samson, but not in his capacity as Port Authoritychairman. He did not recall working with the Port Authority, and furthermore, Matey said thathe is conflicted out of any work with the Port Authority due to filing a notice of potential conflictof interest with the State Ethics Commission in June 2012, because of a potential conflict withhis wife’s legal practice.Matey recalled meeting Bill Baroni when he was still a member of the Legislature in2010. Since then, he recalled seeing him around the State House on occasion, but had nospecific recollection of when their last meeting was.Matey did not believe he had ever met David Wildstein and was certain that he never hada conversation with Wildstein.II.Chronology of the George Washington Bridge EventsA.Spring 2013Matey was not aware of any effort by the Christie campaign to get the Fort Lee mayor’sendorsement, though he was generally aware it was desirous for the campaign to get the supportof local officials.B.August 2013Matey was not aware of the August 2013 email discussions between Bridget Kelly andDavid Wildstein about traffic issues.3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4C.September 9-13, 2013 – George Washington Bridge Lane RealignmentMatey had no recollection of being aware of, or discussing, the actual traffic issues thatoccurred from September 9-13, 2013.D.October 1, 2013 Wall Street Journal ArticleMatey did not recall reading the Wall Street Journal article on October 1, 2013, or beingaware of the article at that point in time. To the best of his recollection, Matey said that helearned about the purported traffic study and ancillary traffic problems in late fall 2013. Hespeculated that he learned about the lane realignment based on media reporting.E.November 25, 2013 – Baroni’s TestimonyBased on media reports, Matey was aware that Baroni was testifying at or around thetime of his testimony. Matey was not involved in preparing the testimony, and he did not see thetestimony when it was given.F.December 2, 2013 – Press ConferenceMatey recalled the December 2, 2013 press conference and attended the press conference,and generally remembered the Q&A’s raised during the press conference. He was not involvedin preparation of the press conference, though he was aware that questions were being raisedabout the validity of the traffic study and ancillary motivations, if any. Matey recalled thesuggestion of improper motives being raised publicly, but did not recall having any involvementin decisions on whether investigations or inquiries into those claims were appropriate.Matey did not have any recollection or knowledge of any further investigation into thematter by the Governor’s Office at that time. He said that, if there was such an investigation, hewas not aware or a participant.G.December 6, 2013 – Wildstein’s ResignationMatey had no knowledge of Wildstein’s resignation before it was announced, and did notrecall even reading press reports about it.H.December 9, 2013 – Wisniewski Committee HearingMatey recalled media reports regarding the December 9, 2013 testimony of PortAuthority officials, but did not recall having conversations with anyone about the testimony.4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5I.December 13, 20131.Senior Staff MeetingMatey recalled receiving electronic notification that there would be a senior staff meetingwith the Governor on the morning of December 13, 2013. Matey said that he did not know whatthe meeting would be about prior to attending the meeting. He recalled the Governor cominginto the meeting “clearly agitated and angered.” The Governor said he would be holding a pressconference to announce changes at the Port Authority, and that before the press conference, hewanted to be crystal clear that there was no additional information that he needed to knowregarding the lane realignment. He directed all members of senior staff and anyone in the roomto come forward with any knowledge they had about the lane realignment within the next fewhours by speaking to Kevin O’Dowd and Charlie McKenna. Matey recalled that the Governor’scharge was reiterated “forcefully,” several times over the course of the meeting, and that that wasthe only topic discussed during the meeting.Matey was not personally involved in the Governor’s directive to bring forth anyinformation that existed, and did not recall any conversations with McKenna on the topic, at thattime or any time prior. He did not recall either McKenna or O’Dowd coming to speak to him toask if he had any information, nor did he recall having a conversation with McKenna aboutwhether anyone had responded to the Governor’s directive.Matey did not have any further involvement with the lane realignment issue until January8, 2014, when Kelly’s and Wildstein’s communications were published.J.January 8, 20141.Kelly’s Emails Revealed in The Bergen RecordMatey said that he first saw the Kelly emails online. He recalled reading the article andcorresponding emails in his office. He then recalled having a conversation with McKenna toadvise him that his name was listed in the documents. Matey said that McKenna had not heardthe story and Matey remembered McKenna opening the story to read it for himself. Mateyrecalled that McKenna’s only response was to shake his head.Matey also had a conversation with O’Dowd, either while reading the article or shortlythereafter, checking to see if O’Dowd had seen the article. He recalled O’Dowd saying MariaComella was on the phone with the Governor at that moment to advise him.2.Meeting at DrumthwacketO’Dowd telephoned Matey to ask him to come to Drumthwacket. Upon arrival atDrumthwacket, Matey recalled a general conversation about next steps from a communication,legal and policy standpoint.5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6Matey recalled a discussion among the group at Drumthwacket that raised the question ofwhether or not Stepien and Kelly had a personal, romantic, relationship. His recollection is noone in that group had direct knowledge as to whether or not there was a personal relationship.He generally recalled hearing a suggestion that they had had a personal relationship, but Mateynever had any first-hand knowledge of such a relationship and beyond suggestions raisedinformally, no knowledge.a.Decisions about Kelly and StepienMatey was involved in a general conversation about what appropriate action should betaken regarding Kelly’s employment status in the Governor’s Office. Matey recalled aconversation in which there was a decision to terminate Kelly from state employment. Mateyfurther recalled it was decided that no one from the Chief Counsel’s office should reach out toKelly to discuss the story or allegations, because given Kelly’s prior denials, it was felt that anycommunications between the Governor’s Office and Kelly would be futile at learning newinformation.The actual termination was subsequently carried out the following morning (January 9)via telephone, around 9:00 a.m. Porrino called Kelly and conferenced in Matey; they jointlyadvised Kelly that she was being terminated. Matey recalled Kelly was emotional, and askedthem not to have any of her personal effects sent to her residence as there were reporters outsideof her home.Regarding a conversation with Stepien, it was decided that Mike DuHaime should talk toStepien. Matey recalled DuHaime left Drumthwacket, contacted and met with Stepien, and thenreturned to report on his meeting with Stepien. DuHaime reported Stepien was deeply concernedand disappointed in the story. DuHaime reported that Stepien had said that Wildstein had cometo him about the traffic study concept but that Stepien had dismissed it as another one ofWildstein’s crazy ideas that Wildstein would talk about from time to time. DuHaime reportedthat Stepien further denied encouraging Wildstein at all regarding this idea and denied discussingit with Kelly. DuHaime further reported that Stepien did not think this issue was a big deal andwas upset about taking the fall. However, it was ultimately decided that, even with the denials,based on the way Stepien conducted himself, including the tone and tenor of his emails, Stepienneeded to separate or be removed from the roles under consideration. Matey underscored that hehas no understanding that Stepien had any involvement in the lane realignment.Matey recalled a discussion at Drumthwacket wherein it was decided that it would behelpful to provide Kelly and Stepien with attorney recommendations. Suitable members of theNew Jersey bar were contacted and asked to contact Kelly and Stepien directly. Matey recalledsomeone reached out to Kelly to let her know that recommendations were being made, but hedoes not remember who reached out to Kelly to convey that information. Matey recalled readingin the press that Kelly retained defense attorney Walter Timpone. Matey did not have any6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7conversations with Timpone. Matey did not recall a discussion about Kelly’s ability to pay forcounsel.At some point during the afternoon, the Governor wanted to issue a statement, and Mateywas involved in commenting on a draft of that statement.b.Conversation with DrewniakGiven the documents that had been produced, it was decided that Drewniak should cometo Drumthwacket to be questioned about his knowledge. Matey called him at some point in theafternoon. Once Drewniak arrived, Porrino and Matey took Drewniak into a separate room andspent approximately two hours questioning what Drewniak knew about the situation in the lateafternoon/early evening.The Drewniak conversation was roughly a chronology of Drewniak’s interactions withthe Port Authority and members of the Governor’s staff regarding the lane realignment in anattempt to understand Drewniak’s awareness of when the realignment was ordered and what hedid once he became aware of the realignment. Drewniak stated that his first knowledge of therealignment came from a reporter’s inquiry that was forward to him by Wildstein. Drewniaksaid he did not recall having a particular reaction, and that at the time, it struck him as aneveryday occurrence that might arise out of the Port Authority.Matey recalled Drewniak’s demeanor as nervous and tense. Matey sensed thatDrewniak’s tension was exacerbated by the fact that both the Chief Counsel and Deputy ChiefCounsel had called and specifically asked to have a conversation with him. Matey recalledDrewniak asking if he was being terminated.Matey recalled Drewniak’s narrative of the chronology to be “non-linear” at times.Matey commented that Porrino and Matey tried to use the conversation with Drewniak to “order”their understanding of the chronology of events. Drewniak’s explanation of things as theyhappened was Matey’s first awareness of everything that happened, apart from the press andemails he saw.Drewniak brought about a dozen documents he thought were relevant. Matey vaguelyrecalled that Drewniak’s documents had handwritten notations. Drewniak subsequentlyproduced a larger stack of documents, which Matey thanked him for and organizedchronologically while he was in his presence.During the Drewniak conversation, Drewniak told Matey and Porrino that Wildstein hadasked him to have dinner. Drewniak recalled Wildstein was upset during dinner, expressing howupset and frustrated he was that his position at the Port Authority might have been in jeopardy.Wildstein also said he stood behind the validity of the traffic study. Drewniak recalled Wildsteinbrought documents to the dinner that represented the traffic study, which Drewniak neitherretained nor reviewed. Drewniak told Porrino and Matey that he attempted to steer the dinner7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8conversation away from the lane realignment issue, and Wildstein seemed to be appreciative ofthis.Drewniak also relayed what he thought was a separate conversation he had withWildstein, which was possibly related to a Wall Street Journal article in October, but could havebeen at another time. Drewniak recalled reaching out to Wildstein to ask what was going on andasking Wildstein to help him understand the story. Drewniak said Wildstein responded that hedid not know what the story was all about because they had conducted a legitimate traffic study.Drewniak recalled Wildstein making a statement that other people knew about the traffic study,specifically including Kelly, Stepien, and the Governor.Matey asked if Drewniak had discussed this with anyone else. Drewniak responded hehad a conversation with Kelly asking what was the deal with the study, and was there anything tobe worried about. Drewniak recalled Kelly saying she did not know anything about the study.Drewniak said he was not sure whether her answer was coy or nonresponsive, but he speculatedon whether it was indicative of her having knowledge, although it was unclear about what.Drewniak further recalled that, following dinner with Wildstein, he stopped by O’Dowd’soffice to discuss the dinner with O’Dowd. In the course of chatting with O’Dowd, the Governorcame in. Drewniak recalled then relaying the conversation he had had with Wildstein that thetraffic study was legitimate, and that others knew about the traffic study, specifically, Kelly,Stepien and the Governor.Lastly, Drewniak relayed a conversation with Wildstein, wherein Drewniak indicated toWildstein that he was working on Wildstein’s resignation statement, which Drewniak ultimatelydrafted and shared with the Governor for review; the Governor made a light edit and Drewniakshared the revised statement with Wildstein.After the meeting with Drewniak at Drumthwacket, Porrino and Matey left to speak withthe Governor in another room and advised him of their discussion with Drewniak. The Governorseemed satisfied. The Governor then thanked Drewniak personally and told him that his job wasnot in jeopardy.K.January 9, 2014 – Press ConferenceAfter the January 9 press conference, Matey and Porrino discussed retaining outsidecounsel and whether conducting an internal investigation was necessary. They subsequentlyreceived the inquiry from the U.S. Attorney’s Office and decided it would be best to separate theChief Counsel’s Office from the investigation.Porrino and Matey asked the Assistant United States Attorneys who called if they wouldshare what, if any, federal or state statutes they believed could have been violated by factsknown. The AUSAs answered that they had no particular legal theory and did not want toconfine themselves to a particular statute at that time.8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9III.Document Retention NoticesMatey received the document retention notices and is in compliance with them.9PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:McDermott Interview MemorandumOn March 19, 2014, and March 20, 2014, Matthew McDermott was interviewed byReed Brodsky, Matthew Benjamin, and/or Alyssa Kuhn of Gibson Dunn. McDermott wasnot represented by counsel during the interview. All information contained herein wasprovided by McDermott or as indicated. McDermott has not read or reviewed thememorandum and has not adopted or approved its contents. The interviews began byadministering the standard Upjohn warnings per Gibson Dunn protocol, and requesting thatMcDermott refrain from discussing the investigation and interview with others. McDermottstated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1990, McDermott graduated from Fairleigh Dickinson University. Aftergraduating, McDermott joined the New Jersey Assembly Republicans Office. In or around1994 or 1995, McDermott became Communications Director for the New Jersey StateTreasurer and then Deputy Commissioner for the New Jersey Department of Labor andWorkforce Development. Thereafter, McDermott headed his own government affairs firm,McDermott Public Affairs. In May 2010, McDermott became Chief of Staff in theDepartment of Labor and Workforce Development. In March 2011, McDermott joined theOffice of the Governor as Chief of Staff to the Lieutenant Governor. In or around September2012, McDermott left his position as Chief of Staff to the Lieutenant Governor and becameDirector of Appointments. McDermott is a member of the Governor’s Senior Staff.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTA.Role and Responsibilities1.Chief of Staff to the Lieutenant GovernorMcDermott explained that the Chief of Staff to the Lieutenant Governor assists theLieutenant Governor in all aspects of her job. As Chief of Staff, McDermott’sresponsibilities included overseeing the New Jersey Department of State, includingPartnership for Action, and the Lieutenant Governor’s schedule, press releases, and briefingsfor events. In his position, McDermott handled all requests to meet with the LieutenantGovernor.McDermott explained that one of the Lieutenant Governor’s primary roles is tosupport economic development and jobs in New Jersey. McDermott explained that as Chiefof Staff, he had contact with private development firms that wanted to meet with theLieutenant Governor, including firms with development projects in Hoboken.2.Appointments DirectorAs Appointments Director, McDermott is responsible for identifying candidates forjudicial and prosecutorial positions, volunteer boards, and key personnel slots in theAdministration. McDermott explained that some boards require party balance—no morethan two candidates may be of the same political party affiliation. McDermott explained thatthe Appointments Office sometimes receives input from the Office of Legislative andIntergovernmental Affairs (“IGA”) when vetting candidates, and, at times, IGA alsorecommends elected officials for appointments, but that the Appointments Office makes thefinal decision. McDermott said that IGA generally recommends officials that are qualifiedand are in good standing with the Office of the Governor.McDermott did not have a specific recollection of Mayor Zimmer or Mayor Sokolichreceiving board appointments, though noted that not all elected officials accept appointmentswhen offered. McDermott stated that the Appointments Office does not make appointmentdecisions based on securing endorsements, but instead based on officials’ qualifications andskill set.II.Chronology of the George Washington Bridge EventsMcDermott recalled attending the Senior Staff meeting on December 13, 2013,before Governor Christie’s press conference that day. McDermott recalled that Senior Staffand Mike Drewniak, Press Secretary for the Office of the Governor, attended the meetingand that the meeting took place in the Governor’s office around a large conference table.McDermott recalled that he was the last to arrive and that he sat behind and to the right of theGovernor.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMcDermott generally recalled the following about the Senior Staff meeting.Governor Christie was animated, raised his voice, and wanted to get everyone’s attentionduring the meeting. Governor Christie was unhappy with his Senior Staff’s recentperformance. McDermott recalled Governor Christie told the Senior Staff that if anyone hadany information regarding the GWB lane realignment, they needed to come forward and telleither Kevin O’Dowd, Chief of Staff to the Governor, or Charlie McKenna, Chief Counsel tothe Governor, what they knew. McDermott described Governor Christie as “clearly intent”on delivering his message to the Senior Staff and finding out the truth.Because McDermott stated that he did not have any knowledge of or involvement inthe GWB lane realignment, McDermott did not speak with O’Dowd or McKenna followingthe meeting.III.Superstorm Sandy Aid AllegationsMcDermott stated that he had no knowledge of anyone in the Office of the Governormaking Sandy relief aid decisions contingent on private development projects, endorsingGovernor Christie, or party affiliation.A.Interactions with the Rockefeller GroupMcDermott recalled that in his capacity as Chief of Staff to the Lieutenant Governor,he helped facilitate meetings with the Lieutenant Governor and the Rockefeller Group andLCOR regarding development projects in Hoboken.McDermott recalled that the Lieutenant Governor attended approximately twomeetings with the Rockefeller Group when he was Chief of Staff. McDermott recalled thatthe Rockefeller Group was frustrated because Mayor Zimmer promised she would conduct aredevelopment master plan in Hoboken but never did. McDermott explained that theRockefeller Group met with the Lieutenant Governor to ask the Lieutenant Governor tosupport their project in Hoboken and to request help in seeking a resolution in Hoboken.McDermott recalled that the Lieutenant Governor met with Mayor Zimmer to discussthe Rockefeller Group’s development project, to offer to help Hoboken with itsredevelopment master plan, and, most importantly, to offer to generally assist Hoboken withanything it needed. When asked whether the Lieutenant Governor or the LieutenantGovernor’s Office put any pressure on Mayor Zimmer to move forward with the RockefellerGroup’s development, McDermott responded no. McDermott recalled that, consistent withthe Lieutenant Governor’s role to advocate for business and job growth in New Jersey, theLieutenant Governor expressed that she supported the project from an economicdevelopment perspective. McDermott recalled that Mayor Zimmer was knowledgeableabout the Rockefeller Group’s development project, but opposed the plan because shethought it was too big for Hoboken. Mayor Zimmer said she would reconsider the projectPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTafter the redevelopment master plan was complete, but McDermott did not recall theredevelopment master plan ever coming to fruition.McDermott also recalled that the private development firm LCOR was working on aproject in Hoboken, but McDermott did not recall if the Lieutenant Governor ever met withLCOR. McDermott said that the LCOR development was a joint project with the NewJersey Department of Transportation, so the Lieutenant Governor’s Office was not veryinvolved.B.Interactions with Hoboken Mayor Dawn ZimmerWhen asked about the Lieutenant Governor’s relationship with Mayor Zimmer,McDermott responded that the Lieutenant Governor and Mayor Zimmer had a professionalrelationship. McDermott explained that he had only seen the Lieutenant Governor andMayor Zimmer interact a couple of times because as the Lieutenant Governor’s Chief ofStaff, McDermott did not travel with the Lieutenant Governor to events.C.May 10, 2013 – Senior Staff RetreatMcDermott assumed he attended the Senior Staff Retreat on May 10, 2013, thoughdid not have a specific recollection. McDermott did not recall the Rockefeller Group, MayorZimmer, or the May 13, 2013 ShopRite event coming up during the retreat.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:McKenna Interview MemorandumOn January 22, 2014, and March 12, 2014, Charlie McKenna was interviewed byRandy M. Mastro, Debra Wong Yang, Alexander H. Southwell, and/or Sarah L. Kushner ofGibson Dunn. On January 22, 2014, McKenna was not represented by counsel. On March12, 2014, McKenna was represented by John Azzarello and Matt Whipple of WhippleAzzarello LLC. All information contained herein was provided by McKenna or as indicated.The information in brackets was obtained from publicly-available sources, not from theinterview itself. McKenna has not read or reviewed the memorandum and has not adopted orapproved its contents. Southwell began the interview by administering the standard Upjohnwarnings per Gibson Dunn protocol, and requesting that McKenna refrain from discussingthe investigation and interview with others. McKenna stated that he agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesMcKenna joined Governor Christie’s Administration four years ago as the Director ofNew Jersey’s Office of Homeland Security & Preparedness (“OHSP”). Around the end ofJanuary 2012, McKenna joined the Governor’s Office as Chief Counsel.[Prior to working in the Administration, McKenna worked at the U.S. Attorney’sOffice for the District of New Jersey (the “USAO”) for 18 years. Most recently, he was theChief of the Criminal Division at the USAO. In that capacity, McKenna was responsible forestablishing policy for the Criminal Division, and coordinating with other law enforcementPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2agencies, including the FBI, IRS, and the Department of Defense. Before that, McKennaserved as the Executive Assistant U.S. Attorney under then-U.S. Attorney Christie. In thatposition, McKenna had executive oversight of all Criminal and Civil Division investigationsand was responsible for ensuring efficient operations in the office. In 2002, McKennareceived the Director’s Award for Superior Performance from the U.S. Department ofJustice. From 1999 to 2002, McKenna was the USAO’s Liaison to the FBI Joint TerrorismTask Force. Throughout his tenure at the USAO, McKenna was the Crisis ManagementCoordinator for the District of New Jersey.]B.Reporting LinesAs Chief Counsel, McKenna had a fifteen minute meeting scheduled daily with theGovernor, although these meetings did not always happen. McKenna rarely emailed theGovernor because the Governor did not generally use email.The following individuals/units within the Governor’s Office reported to McKenna:the Authorities Unit, Deputy Chief Counsel, Director of Appointments, and David Cohen inthe Office of Employee Relations. McKenna interacted with the Authorities Unit as needed,and received that unit’s meeting minutes, which were prepared by the Director of theAuthorities Unit’s staff and then reviewed by the Director. If, however, there was aparticular issue within that unit that needed McKenna’s attention—for example, cuttingemployee salaries, or making some personnel change—then the Director would talk toMcKenna directly about that issue or the Director would notify McKenna that someone inthe unit needed to talk to him about a particular issue. Regarding McKenna’s interactionwith the New Jersey authorities in general, McKenna interacted with the Port Authority ofNew York & New Jersey (the “Port Authority”) the most, and, second most, with theWaterfront Commission.C.Interactions with the Port AuthorityMcKenna interacted occasionally with Bill Baroni, rarely with David Samson(although more so around the time of David Wildstein’s and Baroni’s resignations), and,occasionally with Philip Kwon. McKenna and Kwon worked together at the USAO, andMcKenna was involved in Kwon’s nomination to the New Jersey Supreme Court.1.Relationship with WildsteinMcKenna did not interact with Wildstein, and had only met him four times that hecould recall. First, Wildstein approached McKenna at a store near McKenna’s house.McKenna had no idea who Wildstein was, but pretended to know him; a few weeks later,Stepien or Baroni mentioned McKenna’s chance encounter with Wildstein, and, at asubsequent time, McKenna made the connection. Second, McKenna said hello to Wildsteinat the State House because McKenna realized that he had probably appeared rude at thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3store. Third, when McKenna asked for Wildstein’s resignation on December 6, 2013. And,fourth, when O’Dowd and McKenna notified Wildstein on December 12, 2013, that hisresignation would be effective the following day, as opposed to the end of the year, asinitially planned.2.Relationship with BaroniRegarding McKenna’s relationship with Baroni, McKenna knew Baroni whenMcKenna was at OHSP and Baroni was at the Port Authority. McKenna said that OHSP hadprojects that involved the Port Authority, including a project regarding Liberty State Parkthat McKenna asked the Port Authority, and Baroni in particular, to set aside money for,which McKenna believes that the Port Authority did. McKenna said that there was alwaystension between New Jersey and New York within the Port Authority regarding which sidereceived credit for a particular project. With respect to their professional relationship,McKenna recalled a couple of instances when Baroni called him on a weekend in connectionwith business matters—e.g., a security breach at the Port Authority or a plane landingwithout landing gear.D.IGAMcKenna commented that the Office’s Legislative and Intergovernmental Affairs(“IGA”) unit’s purpose was to interface with State legislators, locally elected officials, andmunicipalities, and to be responsive to them. McKenna was not aware of any changes withinIGA during election season. McKenna did not frequently interact with IGA. Occasionally,Stepien asked McKenna to meet with certain constituency groups; Kelly asked the same ofMcKenna once or twice.With respect to McKenna’s interactions with Kelly, McKenna mainly saw her atsenior staff meetings. At those meetings, if someone from the Office was scheduled to visit acertain mayor or town that week, Kelly would provide information about the Office’srelationship with mayors. McKenna did not have a social relationship with Stepien, Kelly, orBaroni.E.“Front Office”McKenna understood the term “front office” to mean the senior staff, the DeputyChief of Staff of IGA, and Deputy Chief of Staff (Lou Goetting). McKenna added that itcould also include Egea and Paul Matey, Deputy Chief Counsel, but whether they were“front office” was more amorphous and depended on the context. McKenna did not considerDavid Cohen or then-Senior Policy Advisor Amy Cradic as part of the “front office.”McKenna said that someone might assume that an action had “front office approval” if theapproval came from the Deputy Chief of Staff for Policy and Planning (at the relevant time,PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4Deborah Gramiccioni). If someone said “front office approval,” one might assume that tomean an Office-approved action.F.Interactions with the Governor’s CampaignMcKenna’s only interaction with the Governor’s reelection campaign was inconnection with coordinating scheduling. McKenna and O’Dowd were very focused onmaintaining the separation between the Office and the campaign. McKenna made it clear inthe Office that this separation was something everyone should be aware of and takeseriously.II.Chronology of the George Washington Bridge EventsA.Spring 2013McKenna was not aware of any efforts to seek Fort Lee Mayor Mark Sokolich’sendorsement of the Governor in the spring of 2013. McKenna did not know who MayorSokolich was at the time. In fact, the first time that McKenna recalled hearing MayorSokolich’s name was at the Governor’s December 13, 2013 press conference.In the spring of 2013, McKenna was probably generally aware of efforts to secureendorsements for the Governor because he knew that local elected officials were endorsingthe Governor around then, and that Stepien was working to that end.B.August 2013McKenna had no knowledge of any discussions between Kelly and Wildstein inAugust 2013 about Fort Lee traffic issues or “traffic problems.”C.September 9–13, 2013 – GWB Lane RealignmentPrior to and during the week of the lane realignment (September 9–13, 2013),McKenna had no knowledge of the lane realignment. Had McKenna known about the lanerealignment at the time, he probably would have done something to stop it, not for thereasons described in Port Authority Executive Director Patrick Foye’s September 13, 2013email, but because traffic jams were simply not good for the Governor. At some pointbetween September and October 2013, there was a major traffic jam on the Garden StateParkway because a contractor was late in completing a project on the highway, which forcedcertain lanes to remain closed for several hours longer than expected during the morningrush. The traffic jam was reported in the press and when McKenna learned about it, hecalled New Jersey Department of Transportation (“DOT”) Commissioner Jim Simpson thatday, asked Simpson what was going on, and emphasized that people were going to be veryunhappy with the Governor if they were sitting in traffic. Because traffic jams on State-PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5owned roads were usually blamed on the Governor, this was something that McKenna wouldhave wanted to avoid, especially in the months leading up to the election.McKenna was asked about a public 9/11 Memorial event that the Governor attendedthe week of the lane realignment. McKenna did not attend the event, but explained that,every year, the Administration provided free ferry service to families attending this event.McKenna met the Governor and his wife that morning at the ferry station to see them off.McKenna learned about the fire on the boardwalk in Seaside that began on September12, 2013 that day. McKenna was not involved in the Governor’s decision to go to Seaside inresponse to the fire.1D.September 17, 2013 Wall Street Journal ArticleOn or around September 13, 2013, McKenna went on a trip to Bosnia, and returnedthe following Friday, September 20, 2013. On Saturday, September 21, 2013, McKennawent to the senior staff retreat. McKenna had no recollection of discussing the lanerealignment at the retreat. It was unlikely that he learned about Foye’s September 13, 2013email when it was first reported in the Wall Street Journal on September 17, 2013, andMcKenna did not recall learning about it then. McKenna did not have a subscription to theWall Street Journal at the time, so he would only have learned about the September 17, 2013article when it was re-reported in New Jersey-based newspapers and/or circulated in theOffice’s press clips.E.October 1, 2013 Wall Street Journal ArticleMcKenna thought that he likely learned of the October 1, 2013 Wall Street Journalarticle, which included a copy of Foye’s September 13, 2013 email, sometime after its initialpublication. McKenna possibly saw a press clipping about the article, but, even if he had, hewould not have given the article much thought because he would have viewed Foye’s emailas part of the internal, Port Authority sniping between the New York side on the one hand,and New Jersey on the other. McKenna did not recall ever reading Foye’s email. This emailwas not on his radar until Foye’s December 9, 2013 testimony before the Wisniewskicommittee, which was also around when McKenna first recalled seeing a picture of Foye.McKenna did not recall any discussions within the Office regarding the Foye email and/orthe October 1 Wall Street Journal article around the time of the article’s publication.1Separately, McKenna was asked about a communication during the week of the lane realignment—specifically, a September 12, 2013 email McKenna received from Egea. McKenna believed this emailreferred to an issue about trains flooding around that time.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6F.October 7, 2013 – Port Authority Committee MeetingRegarding State Senator Loretta Weinberg’s request to testify at a Port Authoritycommittee meeting, McKenna recalled Philip Kwon or possibly Baroni—McKenna did nothave a clear recollection of who—calling McKenna and informing him that SenatorWeinberg wanted to attend a Port Authority meeting. McKenna did not recall what SenatorWeinberg wanted to discuss at the meeting in part because she had a lot of complaints thatshe wanted to voice before the Port Authority. Regardless, McKenna said that the PortAuthority should allow Senator Weinberg to appear at the meeting, which was not otherwiseopen to the public.G.October 16, 2013 – Port Authority Committee MeetingMcKenna’s attention was directed to an October 16, 2013 email from Egea toO’Dowd, McKenna, and Drewniak. McKenna generally recalled this email and that Egeawas reporting back about a Port Authority meeting that Senator Weinberg had attended thatday. McKenna said that Egea and/or Crifo were generally responsible for interfacing withthe Port Authority on behalf of the Governor’s Office.McKenna added that Senator Weinberg—who was the Democratic candidate forLieutenant Governor in the 2009 New Jersey gubernatorial election—always said negativethings about the Administration, and, as such, McKenna did not generally view her criticismsof the Administration as credible.H.November 2013 – Awareness of Traffic Study as Reason for LaneRealignment & Wisniewski Committee’s RequestMcKenna became aware of the lane realignment over time, primarily through pressclippings. Once aware, McKenna did not think that the lane realignment was significant, asit was something that had already occurred and because traffic at the Bridge was a regularoccurrence. McKenna did not focus on the lane realignment until the Wisniewski committeeasked members of the Port Authority to testify about it.McKenna recalled a request from the Wisniewski committee for certain PortAuthority individuals’ testimony. In particular, McKenna thought testimony was requestedfrom Baroni, Wildstein, and Kwon. McKenna thought he was aware of the request aroundthe time that it was made to the Port Authority. Kwon called McKenna to discuss thisrequest and explained that the Port Authority was thinking of sending Baroni to testify,which McKenna said was fine.McKenna did not specifically recall when he first heard that the lane realignment wasa traffic study, but said that, by this time, he had heard of this explanation. His generalrecollection was that he first heard this explanation around when the allegations of politicalPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7retaliation surfaced in the newspapers and, in response, the Port Authority had publiclyasserted that the lane realignment was simply a traffic study.At the time, it seemed perfectly plausible to McKenna that the lane realignment was atraffic study. McKenna traveled across the Bridge all the time and had learned long agofrom a former FBI agent that he could take a short cut and avoid the traffic on I-80/95 if heentered the Bridge through Fort Lee and drove through the Fort Lee access lanes. McKennanoted that none of the other bridges or tunnels along the Hudson River had any lanes thatwere specifically designated for local access. Thus, when McKenna first heard that the lanerealignment was a traffic study, his initial reaction was that, although he would lose the shortcut he used, the study sounded like an appropriate thing to do. McKenna also commentedthat he thought such a study was something that would likely not have been brought to hisattention beforehand because it was operational, and, as such, it was not a matter with whichMcKenna would have dealt.McKenna probably informed the Governor that Baroni would be testifying, but didnot specifically recall doing so.I.November 25, 2013 – Baroni’s TestimonyMcKenna’s first recollection of talking to someone about the lane realignment as atraffic study was when he talked to Baroni shortly before Baroni testified before theWisniewski committee on November 25, 2013. In particular, McKenna recalled that he,Egea, and/or Crifo were in Egea’s office when they spoke to Baroni and possibly Kwon onthe phone shortly before Baroni’s testimony. During that call, Baroni relayed that he wouldtestify that the lane realignment was a legitimate traffic study and briefly described the studyand related charts. Baroni also recited parts of his prepared testimony to McKenna,including that traffic from I-80/95 moved quicker through the last quarter mile to the Bridgetoll booths as a result of the lane realignment. That Baroni had actual results from the trafficstudy further reinforced in McKenna’s mind that the realignment was a legitimate trafficstudy. Baroni also explained that the public was not informed of the study beforehandbecause that would skew the results. During their conversation, McKenna gave Baroni twopieces of advice in connection with Baroni’s upcoming testimony: (1) to not be combativewith the Wisniewski committee, and (2) to apologize to the people of Fort Lee who werestuck in traffic, regardless of whether the lane realignment was right or wrong.When Baroni said that the realignment was a traffic study, McKenna—who did notknow how to conduct a traffic study and did not know whether the Port Authority had takenany preliminary measures in connection with the Fort Lee lane realignment—assumed thatthe Port Authority knew what it was doing.McKenna did not receive, and did not know if anyone else in the Office received, acopy of Baroni’s testimony in advance of the hearing. On November 25, 2013, McKennaPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8listened to the testimony on his computer, but had it on in the background. After thetestimony, McKenna spoke to Kwon. During that conversation, McKenna told Kwon that hethought that Baroni’s testimony was OK, but that Baroni had been too combative. Inaddition, McKenna told Kwon that there were times when Baroni’s testimony was muddled,and that McKenna did not like the use of the term “lanes”; McKenna would have preferredthe term “tollbooths,” which he thought was more accurate.McKenna also may have spoken to Baroni after his testimony and told Baroni that hedid OK. McKenna did not speak to Wildstein about Baroni’s testimony.After the November 25, 2013 testimony, McKenna thought that people would realizethat the lane realignment was just a traffic study and move on.J.December 2, 2013 – Press Conference and Governor’s Nomination ofNew Attorney GeneralEven before September 2013, unrelated to the lane realignment, McKenna knew thatBaroni and Wildstein would be relieved of their positions at the end of the Governor’s firstterm. McKenna said that Baroni did not know about this decision in advance and felt badthat Baroni did not see it coming; McKenna was not sure if Wildstein knew in advance.McKenna explained that, from the Governor’s perspective, Baroni had been in his positionfor four years, which was long enough. Moreover, Samson, as Chairman of the PortAuthority, should not be involved in day-to-day issues, but was forced to intercede more thantypical on various issues during Baroni’s tenure. As such, at the December 2, 2013 pressconference, when the Governor announced that Cradic would replace Gramiccioni as DeputyChief of Staff for Policy, McKenna understood that to mean that Gramiccioni wouldeventually assume Baroni’s position at the Port Authority.McKenna did not prepare the Governor for the December 2, 2013 press conference.McKenna noted that the Governor generally did not need a lot of preparation.At that press conference, the Governor made the “moving the cones” comment inresponse to a question about the lane realignment. McKenna did not anticipate there wouldbe questions about the lane realignment at this press conference. McKenna said that, had theGovernor had even an inkling that there was anything in fact nefarious about the lanerealignment, that he would never have made that comment.When asked about a December 2, 2013 calendar entry for a daily briefing thatmorning between McKenna and the Governor, McKenna said that his meetings with theGovernor usually did not occur at their scheduled time. McKenna believed that this meetingwould have occurred after the press conference, which began around 11:00 a.m. On oraround December 2, 2013, McKenna believed he may have told the Governor that Foye hadbeen subpoenaed, and that, according to a conversation between McKenna and Kwon aroundPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9that time, the Port Authority viewed the subpoena as beyond the realm of what theWisniewski committee had the authority to do. McKenna told the Governor that Kwon andothers at the Port Authority wanted the committee to withdraw its subpoena and allow Foyeto testify voluntarily.K.December 4–5, 2013On or around December 4, 2013—shortly before McKenna met with Wildstein to askfor his resignation—McKenna recalled a conversation he had with Drewniak. At the time,McKenna understood that Drewniak knew that Wildstein would be asked to resign. Duringtheir conversation, Drewniak said that he was scheduled to have dinner with Wildsteinaround that time, and asked McKenna what, if anything, Drewniak should say to Wildstein.McKenna said that Drewniak could foreshadow what was coming, and commented thatDrewniak knew Wildstein well and could say what he wanted to.McKenna did not recall hearing from Drewniak that Wildstein had told Drewniak thatothers outside of the Port Authority knew about the lane realignment. McKenna did recallhearing at some point that Kelly might have known about the lane realignment, but McKennaassumed that what she knew was that the lane realignment was for a traffic study.L.December 6, 2013 – Meeting with Wildstein About His ResignationOn Friday, December 6, 2013, at the Governor’s instruction, McKenna met with and,subsequently, accepted Wildstein’s resignation, effective at the end of the year. TheGovernor had explained to McKenna that Wildstein was in the middle of a bad set ofcircumstances, and that, unrelated to the Bridge events, it had already been decided thatWildstein would be asked to step down at the end of the year anyway.In particular, McKenna scheduled a meeting with Wildstein at the Governor’sNewark office for 10:00 a.m. on December 6, 2013. At the beginning of the meeting,McKenna told Wildstein that he must have realized where this was going, and Wildstein saidthat he did and understood that he was in the middle of what had become a big distraction forthe Office. At the meeting, Wildstein said that “this” was my idea, which McKenna assumedmeant the traffic study, which was reinforced when McKenna subsequently heard Foye’stestimony. At the meeting, Wildstein also expressed concern about his reputation. Wildsteinsaid that he wanted to talk to his kids, Stepien, and Michael DuHaime before he resigned.McKenna did not know why Wildstein wanted to talk to Stepien and/or DuHaime. McKennaresponded that he did not care who Wildstein spoke to, just that he received Wildstein’sresignation by 2:00 p.m. that afternoon. Wildstein asked if his resignation could be effectiveas of January 1, 2014, rather than December 31, 2013, for health benefit reasons, andMcKenna agreed. In addition, Wildstein expressed his concern to McKenna about Foye’supcoming testimony, and said that he was worried that Foye, in his testimony, would say badthings about Wildstein, including with respect to an internal harassment complaint that hadPage 10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTbeen lodged against Wildstein at the Port Authority. Wildstein told McKenna that thecomplaint had been trumped up. McKenna, who had not previously heard about thiscomplaint, told Wildstein that he did not know what Foye was going to testify about, but thatFoye would probably stick to matters regarding the Bridge events. Before the meetingended, McKenna gave Wildstein his number in case Wildstein wanted to call him.Around this time, because Baroni and Wildstein were in the process of beingremoved, McKenna interacted more with Samson and continued to communicate with Kwon.McKenna recalled that either Samson or Kwon called him when he was with Wildstein,during which call McKenna asked Samson or Kwon about the harassment complaint againstWildstein, to which Samson or Kwon responded that there was an internal investigation ofthe allegation, but that it appeared likely to be resolved without further consequences toWildstein. McKenna then relayed this to Wildstein.McKenna spoke to Drewniak a couple of times on December 6, 2013, seekingupdates on the status of Wildstein’s resignation letter because Drewniak was tasked withensuring that Wildstein submitted his resignation letter that afternoon. As the 2:00 p.m.deadline approached, McKenna became concerned that Wildstein was not going tovoluntarily resign. That afternoon, McKenna reiterated to Drewniak that if Wildstein did notsubmit his resignation soon, he would just be fired. Drewniak assured McKenna thatWildstein would submit his resignation letter that afternoon, which Wildstein eventually did.In addition, Stepien called McKenna that day and asked why he had a missed call fromWildstein. McKenna told Stepien that Wildstein wanted to talk to him before Wildsteinsubmitted his resignation.When asked if it was the Governor’s Office’s—as opposed to the Port Authority’s—role to remove Wildstein, McKenna explained that Baroni would have likely been the one atthe Port Authority to secure Wildstein’s resignation, but that was not realistic because Baroniwas also going to be asked to resign around the same time. Moreover, the Governor’s Officewas not in a position to ask Foye to fire Wildstein. As such, just as it was always understoodthat the Governor’s Office would ask Baroni for his resignation, as Baroni had beenappointed by the Governor, it seemed logical for the Office to also ask Baroni’s directsubordinate for his resignation.Regarding Baroni’s resignation, it was still understood at this time that Baroni wouldnot leave the Port Authority immediately and that there would be some overlap between himand Gramiccioni at the Port Authority to facilitate a smooth transition between them.Around this time, McKenna and Gramiccioni discussed whether Baroni knew he would bereplaced at the end of the year. During that conversation, Gramiccioni said she had heardrumors that Kelly knew about the lane realignment, which McKenna understood to mean thatKelly had contemporaneous knowledge of the lane realignment. At the time, this did notsurprise McKenna because he assumed that what Kelly knew about the lane realignment wasPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTfrom complaints that IGA had received at the time about it. McKenna did not recall learningof rumors that there were emails reflecting Kelly’s knowledge of the lane realignment.McKenna also did not recall hearing any rumors that Stepien was also implicated in the samerumor, but added that it was his understanding that Kelly and Stepien spoke all the time, andthat they spoke on the phone a lot.McKenna believed that he probably told O’Dowd, who was on vacation at the time,about his meeting with Wildstein and that it went well.M.December 9, 2013 – Wisniewski Committee HearingMcKenna listened to the December 9, 2013 Wisniewski committee hearing, which hehad on in the background. During the hearing, McKenna recalled that Foye explained that hewas outraged in part because he had not been informed of the lane realignment either beforeor during the period of the lane realignment (September 9–13, 2013). When McKenna heardthat, he realized for the first time that the lane realignment was a much bigger botch from acommunications point of view than he had previously thought. Before Foye’s testimony,McKenna understood that there were external communication failures insofar as no oneoutside of the Port Authority had been informed in advance of the realignment, but Foye’stestimony was the first time that McKenna realized that there was also an internalcommunications failure within the Port Authority. McKenna added that while he wassurprised to learn this, he was not shocked by this internal communications failure because itwas in line with the historical tension between the New York and New Jersey factions withinthe Port Authority.McKenna recalled that there were two other witnesses who testified before theWisniewski committee on December 9, 2013, and that they talked about traffic studies andhow they were generally conducted. Through their testimony, McKenna learned a bit moreabout the Fort Lee traffic study in particular, including that it did not follow certainprotocols. In addition, McKenna recalled someone testifying that Wildstein had approachedthat witness two years earlier about a traffic study, which reinforced to McKenna that thelane realignment was a study and not part of any political retaliation scheme against MayorSokolich. McKenna said that it did not make sense that the realignment somehow harmedFort Lee and/or Mayor Sokolich because all the Mayor had to do in that situation was pointto the Governor and the Port Authority and blame them for the traffic. In other words, asbetween the Mayor and the Governor, the only one who could be hurt by the lanerealignment was the Governor.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 12N.December 12, 20131.Meeting with Constable About His Second Term PlansMcKenna was involved in conversations with Constable and O’Dowd aboutConstable’s plans for the second term, but did not specifically recall when theseconversations occurred other than that they were sometime after December 11, 2013.2.Meeting with Baroni About His ResignationOn or around December 12, 2013, either the Governor or O’Dowd told McKenna thatBaroni had to resign, effective the next day. Accordingly, that afternoon, O’Dowd andMcKenna traveled (in separate cars) to the Governor’s office in Newark, where they werescheduled to meet with Baroni to ask for his resignation. McKenna recalled emailing afriend who he was going to meet in New York City that night to say he was coming fromNewark. The friend responded, “great, don’t get caught in traffic in Fort Lee,” to whichMcKenna jokingly replied the “Bridge-gate” story was getting blown out of proportion andthat the Fort Lee shortcut he used all the time was the real “scam,” which was how an FBIagent once described it to McKenna.At the meeting with Baroni, O’Dowd took the lead and explained that the lanerealignment had become too big of a distraction, and that Baroni had to resign. Baronireminded them that he is a lawyer and a constitutional law professor, that he would not havelied to the Wisniewski committee, and that everything he had said and testified to was true,again reinforcing in McKenna’s mind that the lane realignment was, in fact, a traffic study.In connection with Baroni’s concern about his future and how he would make a living, thepossibility of Baroni temporarily working for DuHaime was mentioned.3.Meeting with Wildstein About His ResignationAfter his meeting with Baroni, McKenna briefly met with Wildstein and told him thathis resignation would be effective the next day, December 13, 2013, as opposed to January 1,2014, as initially planned. During that meeting, Wildstein told McKenna that he had hired alawyer, Alan Zegas, who Wildstein knew because their kids had gone to pre-school together.After this meeting, McKenna spoke briefly to Samson on the phone and told him thateverything went okay. McKenna spoke to Samson throughout the day to keep him informedof the status of Baroni’s and Wildstein’s resignations.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 13O.December 13, 20131.Pre-Senior Staff MeetingOn December 13, 2013, early that morning, McKenna spoke to Baroni, who wantedto know if he would be receiving a severance and/or indemnification package.2 Thereafter,McKenna said that the Governor stopped by his office, at which point McKenna relayed thesubstance of his conversation with Baroni. The Governor told McKenna that Baroni shouldget whatever he is entitled to pursuant to the Port Authority’s policy, and that this was notsomething that the Governor’s Office had any say over.2.Senior Staff MeetingMcKenna learned about the December 13, 2013 senior staff meeting approximatelyfive minutes before it happened. McKenna did not recall anyone asking him before themeeting to find out if anyone had any knowledge of the lane realignment before or at thetime it occurred. McKenna learned about the Governor’s upcoming press conference thatday either during the senior staff meeting or shortly before it.McKenna described that senior staff meeting. McKenna thought that everyone onsenior staff was present, and that Drewniak may have also been there. McKenna said that theGovernor was more agitated when he entered the room than McKenna had ever seen theGovernor before. McKenna and O’Dowd sat on either side of the Governor at theconference table. At the meeting, the Governor spoke in a rough tone and began byexplaining that, since the election, there were too many people in the room who had not beenworking hard enough and had not been addressing issues as they arose. The Governor saidthat he did not want to play defense. The Governor then specifically mentioned the lanerealignment, and explained that, after the meeting, he was going to have to go in front of thepress and get beaten up by them over the situation. The Governor said that this pressconference was the last time that he wanted to deal with the Fort Lee story, so if anyoneknew anything about the lane realignment, they had to come forward now. McKenna saidthat he would be surprised if anyone walked out of the meeting thinking that it was a normalmeeting. McKenna said there was absolutely no ambiguity in the Governor’s message. TheGovernor made clear that if anything came out at a later date that someone in the Officeknew about the lane realignment, but did not say so before the press conference, there wouldbe no opportunity to resign, and the employee would be fired on the spot. The Governorended the meeting by saying that if anyone knew anything, they should talk to McKenna2When asked about a December 13, 2013 text message McKenna sent O’Dowd after McKenna’sconversation with Baroni earlier that morning, McKenna pointed out a typo therein. Where it read, “I seewhere gov had pity on 11 am presser,” McKenna meant to say, in sum or in substance, “I see gov has set up11 am presser.”PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 14and/or O’Dowd before the press conference; the Governor may have also said that peoplecould come to him directly. McKenna did not recall the Governor looking around the tableat each person because McKenna kept his head down for most of the meeting.McKenna agreed that it was obvious from the Governor’s tone at the meeting that theGovernor did not have any reason to believe that there was anything nefarious about the lanerealignment, and that, had the Governor known anything, he would not have made the conestatement on December 2, 2013, would not have first convened this senior staff meetingwhen he did, and would not have held the December 13, 2013 press conference.After the meeting, McKenna spoke to Egea, which he thought may have been per theGovernor’s request at the end of the meeting, as McKenna did not believe he would havegone to Egea without being directed to do so. McKenna had a good relationship with Egeaand thought that if she knew anything about the lane realignment, she would have alreadytold him. Nevertheless, McKenna went to Egea’s office and asked if she knew anythingabout it, and whether she had any information about it, including any emails/texts/etc. Egeasaid no. After that, McKenna returned to his office. McKenna did not recall anyone comingto see him before the press conference.At the time, McKenna knew that O’Dowd spoke to Kelly after the senior staffmeeting. McKenna did not recall the details of the conversation between Kelly and O’Dowd,but probably asked O’Dowd if he learned anything from Kelly, and O’Dowd said no.McKenna recalled that the Governor told him and O’Dowd that the Governor wantedStepien at the press conference because the Governor wanted Stepien to see what he had togo through. McKenna said this was because Stepien was friendly with Wildstein, whobrought about this whole mess.3.Post-Press ConferenceMcKenna walked away from the press conference with the understanding that no onehad come forward with information that changed the playing field.P.December 15, 2013McKenna’s attention was directed to a December 15, 2013 email he received fromSamson, forwarding an email from Foye to the Port Authority Board of Commissionersabout public reports of Wildstein’s purchase of domain names. McKenna understoodSamson’s email as a means of informing McKenna of this bizarre behavior. McKenna alsofound Foye’s email itself to be odd, as Foye’s reaction seemed to be over the top. McKennaviewed Foye’s September 13, 2013 and December 15, 2013 emails as odd given that, despiteFoye’s professed outrage, Foye never confronted the Port Authority employees directly, andPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 15McKenna believed that Foye did not direct the Port Authority’s Inspector General to lookinto the alleged conduct until long after the fact.Q.End of December 2013On or around December 22, 2013, Wildstein’s lawyer, Zegas, called McKenna. Onthe call, Zegas explained that he had to make a document production the next day on behalfof his client, and wanted to challenge the scope of the document request. In response,McKenna told Zegas that Wildstein should produce any documents responsive to the request,to which Zegas said that there might be some embarrassing information in the production.McKenna then asked what Zegas was referring to, but Zegas said he did not know becausehe had not yet seen the documents and was just relaying what his client had told him. Beforethe conversation ended, McKenna asked Zegas to send him a copy of the production once itwas submitted.McKenna thought that he subsequently relayed the substance of this conversation tothe Governor, including that McKenna told Zegas that he should produce any documentsresponsive to Wildstein’s subpoena. McKenna said that the Governor agreed with thatassessment.After the December 23, 2013 production deadline, McKenna called Zegas to followup on McKenna’s request for a copy of the production. Zegas never returned his calls.R.January 8–10, 2014On the morning of January 8, 2014, O’Dowd came by McKenna’s office and toldMcKenna to look at a story in The Record that had just published Kelly’s “traffic problems”email. McKenna was saddened and shocked by this news—he felt really sad that Kellywould write an email like that, which, on its face, seemed nefarious. McKenna elaboratedthat even if Kelly was just referencing an otherwise legitimate traffic study and had knownabout it in advance, she should not have phrased the email the way that she did.Shortly after McKenna read the story in The Record, Matey came to McKenna’soffice to tell McKenna that his name appeared in two of the released documents. Onedocument was a text from Wildstein to Baroni stating that McKenna thought that Baroni dida “great” job at the November 25, 2013 hearing. There were at least two things that botheredMcKenna about this text: (1) McKenna never talked to Wildstein about Baroni’s testimony;and (2) McKenna never described Baroni’s testimony as “great.” The second document wasan email from Drewniak to Wildstein, referencing McKenna’s “itchiness,” which McKennaexplained referred to his frustration on December 6, 2013, in connection with obtainingWildstein’s resignation statement. McKenna added that Drewniak did not consult him onWildstein’s resignation statement, which was not unusual because Drewniak only ran suchstatements by McKenna if he needed to confirm the accuracy of a statement, which was notPage 16PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTan issue here. After speaking to Matey, McKenna asked O’Dowd if the Governor had beeninformed of the article and released documents, and was told that Comella had informed theGovernor.McKenna did not attend the January 8, 2014 meeting at Drumthwacket. On January9, 2014, McKenna left for vacation. January 10, 2014 was McKenna’s last official day asChief Counsel.III.Superstorm Sandy Aid AllegationsMcKenna had never heard anyone in the Administration ever suggest withholdingSuperstorm Sandy aid for political reasons or conditioning such aid on private developmentissues.McKenna did not recall ever meeting Mayor Zimmer and he did not have anydealings with her. As for his involvement with Sandy, McKenna tried to sit in on theOffice’s weekly Sandy meetings when he could. Attending these meetings were primarilysenior staff members, as well as some non-senior staff employees, including Terrance Brody,the Deputy Executive Director of the Governor’s Office of Recovery and Rebuilding and JimLeonard from Treasury. In addition, individuals from outside of the Office would attendthese Sandy meetings, including, almost always, DEP Commissioner Bob Martin, DCACommissioner Richard Constable, and Banking and Insurance Commissioner KennethKobylowski. Department of Human Services Commissioner Jennifer Velez, a representativefrom the Department of Children and Families, and Chris Porrino in connection with eminentdomain issues, occasionally attended these meetings. If the meeting’s agenda involved aDOT issue, Simpson might attend. O’Dowd, Gramiccioni, and GORR Executive DirectorMarc Ferzan came up with the agenda for these meetings. McKenna did not recall anydiscussions in any of the meetings that Sandy aid should be contingent upon local electedofficials’ support for the Governor’s political agenda or any particular development projects.McKenna gathered from the Sandy meetings that Mayor Zimmer was not necessarilythe easiest person to deal with. McKenna understood that there was some redevelopmentproject in Hoboken that Zimmer was on the fence about. McKenna did not have anyrecollection of that issue ever coming up in the weekly Sandy meetings.Someone once asked McKenna for a suggestion on where to make a private donationin response to Sandy. McKenna referred that individual to the Hoboken University MedicalCenter.Page 17IV.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTJersey City Mayor Steven FulopMcKenna was not aware of a cabinet day that had been scheduled for Jersey CityMayor Steven Fulop and was not aware of any cancelled meetings between Mayor Fulop andthe Administration.In or around December 2013, McKenna recalled hearing about an upcoming meetingabout overtime issues in connection with the closing of the Pulaski Skyway, which hethought Simpson and DOT’s Public Safety Director should attend. McKenna reached out toSimpson to inform him of this meeting, which Simpson then attended.In or around January 2014, when Mayor Fulop made allegations against theGovernor’s Office, Simpson called McKenna and said that he (Simpson) was emailing withMayor Fulop at the time and that, based on their email exchanges, there was no suggestionthat Mayor Fulop had any issues with the Administration. As such, McKenna viewed MayorFulop’s allegations as contrived and suspect.V.Document Retention NoticesMcKenna received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Mekles Interview MemorandumOn February 7, 2014, Vincent Mekles was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Mekles was not represented by counsel during the interview. Allinformation contained herein was provided by Mekles or as indicated. Mekles has not reador reviewed the memorandum and has not adopted or approved its contents. Brodsky beganthe interview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Mekles refrain from discussing the investigation and interview with others.Mekles stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2004, Mekles graduated from the University of Richmond. He then obtained hisjuris doctor from Rutgers Law School – Camden. After law school, Mekles clerked forJudge Jane Levecchia for a year. He then worked for Latham & Watkins LLP for four years,in both Newark and New York City.When Hurricane Sandy hit, Mekles was living Hoboken, New Jersey (he leftHoboken in September 2013), and when the opportunity came for him to work at theGovernor’s Office of Rebuilding and Recovery (“GORR”) he took the opportunity to helphis community and others. Mekles started at GORR around January 8, 2013.At GORR, Mekles predominantly works on housing and economic programs,specifically Community Development Block Grant (“CDBG”) funds. In his role, he workswith the Department of Community Affairs (“DCA”), which is the main grantee for CDGBfunding, as well as the Economic Development Authority (“EDA”), and other grantees.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Mekles oversees the CDBG funds and makes sure those programs make sense from a highlevel perspective. He is not really involved in the Hazard Mitigation Program funding.II.Superstorm Sandy Aid AllegationsA.Sandy Aid – BackgroundOn October 16, 2013, the Department of Housing and Urban Development (“HUD”)announced that its second tranche of funding would be $1.463 billion. On November 25,2013, Mekles attended the mayors meeting to discuss the second tranche. He has reviewedLisa Ryan’s notes, but he did not write any notes of his own. During the meeting, Meklesdid not hear Mayor Zimmer say anything other than what was reflected in Ryan’s notes.Mekles recalled discussion of the elevation of utilities, changes in flood maps, andSandy effects on urban areas. He is familiar with these issues because of his residency inHoboken at the time of the storm. Mekles explained that the National Flood InsuranceProgram (“NFIP”) calculates floods insurance premiums based on cities’ flood zones onfloods maps. Before premiums can be adjusted to account for changes such as flood walls,new maps must be issued by the Federal Emergency Management Agency (“FEMA”). Newmaps are not often issued, so it is difficult to obtain a change in insurance premiums.Mekles discussed HUD’s refusal to provide funding for the elevation of utilities,which he knew about from conversations that occurred in or about April and May 2013 withHUD and the DCA. Hoboken had asked for CDBG money for wet flood proofing inresidential buildings, the goal of which is minimizing damage when water floods a building(versus dry flood proofing where the goal is keeping water out of a building completely).The elevation of utilities is wet flood proofing, and HUD would not approve funding for suchprojects in residential structures with CDBG money.Mekles said that no one ever directed others to tie or suggested tying Sandy aid toendorsements, political parties, private development, or any other factor not related to needfor funding and objective criteria. He said that if anyone asked him or others to allocatefunds based on inappropriate factors, he would quit his job immediately. Mekles is anIndependent, and he said that politics is not a part of his job. His job is about recovery inNew Jersey.After Hurricane Sandy, the Christie Administration set up two programs to assisthomeowners directly: (1) Reconstruction, Rehabilitation, Elevation and Mitigation(“RREM”); and (2) the resettlement program. For both programs, allocations were givenbased on damage to homes, with funds going to people whose homes were damaged mostseverely. Under the RREM program, grants of up to $150,000 are given to homeowners torebuild and improve people’s homes. These funds are limited to households with less thanPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3$250,000 in adjusted gross income, and there are many other federal rules and regulationsthat apply. Under the resettlement program, $10,000 grants are provided to people for use onnon-construction-related expenses in exchange for a promissory note or agreement that thehomeowner will remain in the impacted community for three years. The goal of theresettlement program is to maintain the communities and avoid loss of families in the citiesaffected by Sandy. The program only requires satisfaction of a few criteria to obtain thegrant, and the applicant must be from one of the nine designated counties hit hardest bySandy. More than 200 families received the resettlement grant, and checks for this programhave already been delivered or are being cut shortly.Mekles discussed CDBG programs for which municipalities were eligible, includingthe Essential Services Program, the Zoning and Code Enforcement Program, the Streetscapeprogram, and the Neighborhood and Community Revitalization Program. The EssentialServices Program provided funds for essential services to the hardest hit municipalities,including Toms River, Ocean County, and Seabright. About 17 or 18 Essential Servicesgrants were allocated. The Zoning and Code Enforcement Program focused on the needs ofthe local governments in cities. Streetscape was a $10 million program for low to moderateincome households that focused on fixing sidewalks and other public spaces post-Sandy.About $4.7 million has been allocated through Streetscape. Hoboken did not initially applyfor this program, but a second round of Streetscape funds is being allocated, and Hobokenapplied the second time. Finally, under the Neighborhood and Community RevitalizationProgram (run by the EDA), large revitalization plans are being made, such as repairs of theseaside boardwalk. The criteria for this program are being developed now, and as of October2013, Hoboken had not submitted an application.Mekles said that FEMA has its own homeowners programs, including Social ServicesBlock Grants (“SSBA”) and the Small Business Administration (“SBA”) loans. Mekles saidthat the SBA program was troubled, and so GORR and the DCA tried to distance the CDBGprograms from SBA because people did not want to participate in SBA-oriented programs.The regulations of the SBA program were problematic. About $46 million was disbursedacross New Jersey in SBA loans.Finally, Sandia Laboratories is conducting a study for a microgrid in Hoboken tosolve energy problems related to flooding.B.Sandy Aid – Oversight and ComplianceMekles discussed the Governor’s Executive Order 125, which was signed byGovernor Christie one month after Hurricane Sandy hit. The order requires Sandy oversight,such as compliance officers, the public posting of Sandy-related contracts, and the trackingPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4of expenditures of all federal reconstruction funds. The comptroller maintains a website, andMekles coordinates communications about these issues across the state.Additionally, the Office of the Inspector General (“OIG”) is a federal office thatregularly monitors the Sandy aid programs. And HUD monitors the Sandy programs as well.HUD and OIG visit GORR on alternating months to observe how the programs are being runand to provide feedback. The next HUD visit was scheduled to take place on or aboutFebruary 10, 2014. It is a technical assistance visit.The reviews from HUD after monitoring visits have been positive. There was onlyone critique and suggested change. At the time of the visit, CDBG funding was being usedto match FEMA money in the match program, and HUD said this was not a CDBG-eligibleactivity, so the state must use state monies to match FEMA funds. The DCA fixed this issueimmediately.C.The Rockefeller GroupMekles was present at the March 12, 2013 meeting with the Rockefeller Group andremembered discussions about flooding, but he did not remember details about the meeting.Mekles said he had heard about the Rockefeller Group previously because he was aresident of Hoboken and he lived in the northern part of the city where the Rockefeller Groupowned property.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Moore Interview MemorandumOn February 7, 2014, Lauren Moore was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Moore was not represented by counsel during the interview. Allinformation contained herein was provided by Moore or as indicated. Moore has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per the Gibson Dunn protocol, andrequesting that Moore refrain from discussing the investigation and interview with others.Moore stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1985, Moore graduated from the Richard Stockton College of New Jersey. He hasworked for New Jersey under six administrations. Moore started at the New JerseyCommerce Commission and worked there for ten years. Under the Corzine Administration,the Commerce Commission was merged into the New Jersey Economic DevelopmentAuthority (“EDA”). Moore was part of the EDA for between one-and-a-half to two years.In August 2010, the Christie Administration created the Business Action Center (“BAC”),which is where Moore works currently as the Deputy Executive Director.A.Role and ResponsibilitiesMoore said that creating more jobs has been a consistent goal throughout the sixadministrations that he has experienced. The administrations have done similar things toencourage job creation, including developing relationships with the New Jersey businessPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTcommunity, meet-and-greets between companies and elected officials, tax incentives,financial incentives, energy efficiency initiatives, and advocacy incentives.Moore explained that every state encourages economic development because jobscreate income tax and prosperity for the state. New Jersey currently has Choose: NewJersey, a company that assists with economic development under the Lieutenant Governor.And the BAC was created to elevate the job creation concern by having governmentexecutives meet with businesses.B.The BAC’s Role in Economic DevelopmentWhen a company is considering work on a project in New Jersey, the company willmeet with Moore and his team and discuss the project. Moore’s team will then prepare awritten formal incentive proposal and provide it to the company. While the company isreviewing the proposal, the Lieutenant Governor will often reach out to the Chief ExecutiveOfficer of the company if time permits to encourage the company to come to New Jersey.Sometimes the Lieutenant Governor meets with the corporate executives of businesses attheir location, and other time executives will meet with her in Trenton.Moore also explained the difference between business development meetings andbusiness missions. Business missions involve reaching out to companies that do not haveactive expansion or jobs coming in (for example, the ShopRite Open for Business Tourevent), whereas the logistical, substantive meetings with Amazon were business developmentmeetings.II.Superstorm Sandy AidA.Interactions with MayorsMoore said that he does not have much contact with mayors, but he does have some.Primarily, the Governor’s Office of Legislative and Intergovernmental Affairs (“IGA”)works directly with the mayors, and the BAC employees have more contact with thecompanies and consultants. In some instances, however, when the BAC team is workingwith a company, the mayor of the municipality where the company is looking to build will bepresent.Moore said that he did meet with a mayor when Amazon was looking to create a onemillion square foot building in New Jersey, and Amazon requested to meet the mayor of thetown where the building would be built. Amazon wanted to know they could obtain theapprovals that they needed, so it wanted to meet with the mayor to discuss the constructionproject. In this situation, a meeting with the mayor was arranged, and the mayor brought ateam of people to answer Amazon’s questions. Amazon ultimately chose to build its facilityin New Jersey instead of Pennsylvania, and that project created 2,500 jobs in New Jersey.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTB.ShopRite “Open For Business” Tour EventMoore was not involved in the ShopRite event at all. He learned what he knows fromthe news coverage of the event since Mayor Zimmer’s allegations. Moore said that hissubordinate, Anthony Szymelewicz, attended the event as the BAC representative.Moore said that Cathy Scangarella was involved in the scheduling of events like thisone, and the timing of the invitation to Mayor Zimmer for the ShopRite event was standardfor the set-up of these tours.III.The Rockefeller GroupMoore said that one of his job responsibilities was being aware of the sites availablein the state for companies to use for projects. In the fall of 2013, several companies werelooking to bring business into New Jersey, and they wanted to know about available towersthat they could occupy. Moore learned that the Rockefeller Group had the Hoboken siteavailable, and so BAC asked the Rockefeller Group for a tour of the site so that it couldevaluate the usefulness of the site for the interested companies.The tour of the Rockefeller Group property occurred on November 13, 2013 (one ortwo months after Moore learned of the available Rockefeller Group location), and Moorewent on the tour with Noel McGuire, also from the BAC. Clark Machemer of theRockefeller Group conducted the tour of the site with another person whose name Moorecould not recall. The only statement Machemer made regarding Hoboken was that theRockefeller Group was working through the approval process in Hoboken. He did notmention anti-flooding mitigation.The Lieutenant Governor was not present at the site visit. If the companies ultimatelychoose the Rockefeller Group site for their project, then Moore will educate her on theproject.Mayor Zimmer also was not present at the site tour because the companies did notask to meet with her at that time. After Mayor Zimmer made her public allegations againstthe Lieutenant Governor and others, the companies asked for an introduction to MayorZimmer. Moore indicated that it might not be a good idea for that introduction to be madethrough the BAC at this time, and the companies said they would reach out to MayorZimmer on their own.Moore said that he had not heard of the Rockefeller Group prior to this situation withthe companies looking for tower space. He said he is not aware of any relationship betweenthe Lieutenant Governor and the Rockefeller Group people, but he would only know of sucha relationship if he was in a meeting with both parties, which has never happened.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Morris Interview MemorandumOn January 23, 2014, David Morris was interviewed by Randy M. Mastro, ReedBrodsky, Rachel Brook, and Alyssa Kuhn of Gibson Dunn. Morris was not represented bycounsel during the interview. All information contained herein was provided by Morris or asindicated. Morris has not read or reviewed this memorandum and has not adopted orapproved its contents. Brodsky began the interview by administering the standard Upjohnwarnings per Gibson Dunn protocol, and requesting that Morris refrain from discussing theinvestigation and interview with others. Morris stated that he agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2010, Morris graduated from Rutgers School of Law-Camden. Morris was anassociate at the law firm Pepper Hamilton, when his former professor, Kim Ferzan, calledMorris, asked if he was still interested in policy work, and explained that her husband, MarcFerzan, had accepted a position as Executive Director of the Governor’s Office of Recoveryand Rebuilding (“GORR”) to help administer Sandy relief across the State of New Jersey.Morris interviewed with Marc Ferzan and joined GORR as a Special Advisor.No one asked Morris about his political affiliation when he joined GORR. Morris isan Independent, though recalled voting in a Democratic primary election.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy AidA.GORRMorris stated that GORR has never based Sandy aid decisions on politics and thatSandy aid is not tied to real estate development. Morris recalled that he had been toapproximately four Sandy relief weekly meetings with Governor Christie. The RockefellerGroup’s development project never came up during those meetings. Morris stated thatGovernor Christie has never brought up politics, party affiliation, endorsements, or privatedevelopment initiatives when discussing Sandy relief. Morris stated that the Governormakes policy decisions regarding Sandy relief on the merits. Morris stated that he has neverseen anything calling into question the integrity of the process of administering Sandy aid.Morris explained at length GORR’s role in administering Sandy relief and the Sandyrelief programs and funds, including FEMA’s Hazard Mitigation Grant Program (“HMGP”)funds, Community Development Block Grant – Disaster Recovery (“CDBG-DR”) funds, andthe Rebuild by Design (“RBD”) competition.B.FEMA’s Hazard Mitigation Grant ProgramMorris explained that New Jersey received FEMA HMGP funds based on apercentage of New Jersey’s total public assistance following Superstorm Sandy. The HMGPfunds were a discretionary pot of money, though subject to federal guidelines andregulations. Morris explained that Governor Christie created a working group structure todetermine how to allocate the HMGP funds. Governor Christie, GORR, Counsel’s Office,and the Policy Office met with relevant agency and department officials and created sixHMGP programs. Morris stated that Governor Christie approved each program. NewJersey’s Office of Emergency Management (“OEM”) received Letters of Intent (“LOI”) frommunicipalities, counties, and entities and helped administer the HMPG funds. Morrisexplained that OEM received over 500 LOIs requesting over $14 billion. New Jerseyreceived approximately $300 million in HMPG funds. During the interview, Morrisexplained in more detail each of the HMPG programs, and the objective criteria involved inadministering the HMPG funds.C.HUD and CDBG-DR FundsMorris explained that the CDBG-DR funds came from the first tranche of HUDfunding. Morris explained that GORR was in the process of submitting an Action Planregarding how to spend the second tranche of HUD funds, which was announced inNovember 2013. Morris mentioned that GORR was considering accepting applications frommunicipalities for flood restricting measures with the second tranche of HUD funding.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMorris recalled that Hoboken applied to the CDBG-DR Planning Program andreceived $200,000. During the interview, Morris explained in more detail the CDBG-DRprograms.D.Rebuild by Design CompetitionMorris also explained in detail the RBD competition. Morris stated that MayorZimmer is highly involved in the RBD competition because Hoboken is one of the pilotprojects and finalists in the competition. In addition, Mayor Zimmer was a member of thePresidential Task Force that recommended RBD. Morris stated that GORR has had meetingswith Mayor Zimmer and OMA, the architecture firm working on Hoboken’s RBD design,and that Mayor Zimmer has expressed her support of RBD on many occasions. For example,Mayor Zimmer has posted comments directly on OMA’s website and voiced her supportduring meetings.Morris stated that he learned of the Rockefeller Group through the RBD competition.Morris stated that HUD informed him that public-private partnerships were critical to thecompetition. The Rockefeller Group was on a list of private development companies thatwere interested in participating in the competition. Morris stated that he knew that Lori Grifarepresented the Rockefeller Group, and that she could provide contact information for theRockefeller Group, but stated that he was not aware that Wolff & Samson represented theRockefeller Group until Mayor Zimmer went public with her allegations and the law firmwas in the news. Morris explained that GORR provided contact information for a fewdevelopment companies, including the Rockefeller Group, to those participating in the RBDcompetition.Morris stated that he thought Mayor Zimmer’s comments on Anderson Cooperregarding the RBD competition were particularly telling. Morris said that he thought MayorZimmer was playing hardball to get RBD funds.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Captain Mottley Interview MemorandumOn February 4, 2014, Captain Jeff Mottley was interviewed by Avi Weitzman andChristian Hudson of Gibson Dunn. Captain Mottley was not represented by counsel duringthe interview. All information contained herein was provided by Captain Mottley or asindicated. Captain Mottley has not read or reviewed the memorandum and has not adoptedor approved its contents. Weitzman began the interview by administering the standardUpjohn warnings per Gibson Dunn protocol, and requesting that Captain Mottley refrainfrom discussing the investigation and interview with others. Captain Mottley stated that heagreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundCaptain Mottley said that he serves in the New Jersey State Police, and is theExecutive Officer of the New Jersey Emergency Management Section (also known as theOffice of Emergency Management, or “OEM”). The organization above his division is theState Police command; his position is within the Homeland Security branch. Prior to hiscurrent position, Captain Mottley was the Assistant Bureau Chief in the Recovery Bureau.He said that he is also the State Coordinating Officer for Superstorm Sandy relief. He waspromoted to the Executive Office in October or November 2013.II.Superstorm Sandy AidIn his role as State Coordinating Officer, Captain Mottley said that he interacts on adaily basis with FEMA for the oversight of public assistance and mitigation programs. Withthe creation of the Governor’s Office of Recovery and Rebuilding (“GORR”), he said that heXPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCThas units that work for him as program managers for public assistance and mitigation, alongwith an individual assistance program.Captain Mottley explained that, for public assistance programs, OEM only assists inthe development of projects with municipalities; it is incumbent upon the municipalities todevise their own projects. FEMA must approve the projects. Once approval is obtained andmonies are obligated to the state, the state is merely a conduit for the money from FEMA toeligible applicants. Captain Mottley added that the state has no discretion over the approvalprocess and Captain Mottley is not involved in any of FEMA’s decision-making; onlyFEMA makes the determination on whether a project is to be funded.When asked if, at any point in time when acting on behalf of a municipal applicantfor post-Sandy relief aid, there was any delay or attempt by the OEM undermine or delay anapplication due to politics or failure to endorse the Governor, or unless a municipalityapproves a particular development project, Captain Mottley replied “absolutely not.” Headded that “politics doesn’t play any role at all.”Captain Mottley has worked with Commissioner Richard Constable of the NewJersey Department of Community Affairs on a few occasions, mostly dealing with individualassistance (such as identifying housing options for displaced people). He recalled being at apanel in the State House with various mayors from the state. He has also met the LieutenantGovernor once, at the Joint Field Office dealing with recovery options for Seabright with thetown’s mayor. He has worked extensively with Executive Director of GORR Marc Ferzan.When asked if, in any of his interactions with the three individuals above, CaptainMottley had ever heard any of the above make inappropriate comments about post-Sandyrelief aid that suggested they would withhold or delay relief aid in exchange for developmentprojects, endorsements, or any other unusual reason, Captain Mottley replied “absolutelynot.” Similarly, Captain Mottley had never heard Governor Christie in any way link postSandy relief aid to development projects or politics.Captain Mottley did not attend the weekly Sandy Recovery Meetings with theGovernor, and only met Governor Christie once at a press conference being held at the JointField Office.When asked if he had any knowledge of Governor Christie saying or attempting to tiepost-Sandy relief aid to development projects or politics, Captain Mottley replied “no.”PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3A.Interactions with Hoboken Mayor Dawn ZimmerCaptain Mottley did not recall any interactions with Mayor Zimmer. He has workedwith many mayors, often in one-on-one or small group conversations, but did not recall anyspecific instance when he spoke with Mayor Zimmer. He did recall being in or aroundplaces that she has been but did not recall any actual interactions. He also did not recall anyphone conversations with the Mayor.When asked if the Mayor had ever contacted him in his role as the liaison betweenmunicipalities and FEMA and the State in order to complain that Sandy aid was being heldup by the Administration, as Mayor Zimmer has alleged occurred, Captain Mottley replied“no.” He said that he can say for certain that Hoboken was one of the towns they had extrasupport detailed to early, and that OEM had personnel in Hoboken available to the Mayor toreach out to when she wanted to. Hoboken was one of roughly 50 towns that received thisextra support because of its status as one of the most severely impacted cities and towns,although most of these towns were in Ocean and Monmouth Counties.Captain Mottley also recalled that one of FEMA’s division supervisors, Ed Smith,was stationed in Hoboken as well. The OEM also had Lieutenant Robert Paddock stationedin Hoboken as the state OEM liaison for Hudson County. Captain Mottley stated that he hadnot heard of any complaints by Mayor Zimmer from either Paddock or Smith, and believedhe would have heard such a complaint if one had been made.Captain Mottley did not recall having any knowledge of the Rockefeller Group priorto news of Mayor Zimmer’s allegations.1.November 25, 2013 – Mayors MeetingCaptain Mottley believed he participated in the Mayors Meeting held on November25 and 26 of 2013, although he was not fully certain of the date. He did not recall ifHoboken Mayor Dawn Zimmer was present at those meetings. He said that he wouldrecognize her if he saw her, but there were roughly 20 to 30 mayors and aides at themeetings. He did not recall speaking with the Mayor if she was there.When asked if anyone at those meetings suggested post-Sandy relief aid would be tied todevelopment in an inappropriate manner, Captain Mottley replied “no.” He went on to saythat “people at NJSP and OEM do the right things for the right reasons and run the programsas they have always administered them—they follow the FEMA guidelines.”PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Mowers Interview MemorandumOn February 10, 2014, Matt Mowers was interviewed by Alexander H. Southwell, AviWeitzman, and Sarah L. Kushner of Gibson Dunn. During the interview, Matt Mowers wasrepresented by Craig Carpenito and Adam Baker of Alston & Bird LLP. All informationcontained herein was provided by Mowers or as indicated. Mowers has not read or reviewed thememorandum and has not adopted or approved its contents. Weitzman began the interview byadministering the standard Upjohn warnings per the Gibson Dunn protocol and requesting thatMowers refrain from discussing the investigation and interview with others. Mowers stated thathe agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Educational and Professional BackgroundMowers grew up in New Jersey. He is 24 years old. In October 2011, Mowers graduatedfrom Rutgers University. Mowers explained that he worked during college; thus, he mainlyenrolled in night or online classes. In 2009, Mowers said that he worked on a legislativecampaign in Bergen County. In 2010, Mowers worked full-time for the Governor’s Office intwo separate capacities: (1) from approximately January 2010–April 2010, Mowers was an aidefor Jim Gilroy, Advance Director; and (2) in or around December 2010, Mowers returned to theGovernor’s Office as a Regional Director in the Legislative and Intergovernmental Affairs(“IGA”) unit, where he remained until April 2013. At IGA, Mowers’ region included thefollowing counties: Sussex, Morris, Passaic, Essex, Hudson, and Bergen. In between his twopositions in the Office, Mowers worked on a New Jersey State Senate campaign.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTOn or around April 19, 2013, Mowers left the Office and joined the Governor’s 2013reelection campaign (the “Campaign”). On or around November 7, 2013, Mowers left theCampaign, and moved to Manchester, New Hampshire, where he assumed his current position asExecutive Director of the New Hampshire Republican Party. Mowers first learned that he hadreceived this position in or around October 2013.B.Reporting LinesAt IGA, Mowers initially reported to Amanda DePalma, the then-Director of IGA. In oraround January 2011, DePalma left the Office and joined the New Jersey Republican StateCommittee, and Bridget Kelly replaced DePalma as Director of IGA. Thereafter, Mowersreported to Kelly, who reported to Bill Stepien, the Deputy Chief of Staff of IGA.C.Bridget Kelly1.Background and Relationship at IGAMowers said that he knew Kelly since 2007, before they worked together at IGA, becausethey were both active in Bergen County politics. Mowers and Kelly began working at IGAaround the same time. Mowers thought that he may have joined the Administration shortlybefore Kelly did.Regarding Kelly’s managerial style in IGA, Mowers said that the structure of IGAchanged over time under Kelly’s supervision as Director. At first, Kelly oversaw everyone inIGA. Subsequently, the reporting lines in IGA were restructured such that only certainemployees reported to Kelly directly. Mowers said that Kelly would get annoyed if she thoughtthat someone in IGA was “bypassing” her in the Office. Mowers added that Kelly was aresponsive manager, but was not particularly effective at communicating the bigger picture.Mowers said that Kelly was concerned with Stepien’s opinion of her. Kelly often tried toemulate Stepien, but even though she rose up through the IGA ranks quickly, she did not havethe same background and understanding of government and how it operated as others in theOffice did, such as Stepien. Mowers explained that there were times when Kelly simply parrotedto others in IGA what Stepien had told her about a particular issue, but Kelly did not necessarilyunderstand her parroted statements. Mowers believed that Kelly had an “authority complex,”and Kelly did not welcome opinions contrary to her own or others questioning her decisions.Mowers added that Kelly always seemed distrustful of those in IGA who had known theGovernor and/or Stepien longer than she had. Indeed, Kelly seemed to ostracize those in IGAwho had an established relationship with the Governor and/or Stepien. Initially, Kelly did notseem to view Mowers in this way, but by the time he left IGA, its staff consisted almost entirelyof Kelly’s “yes” people, many of whom were young and inexperienced. Mowers noted that,after Stepien left the Office, Kelly was not particularly close to anyone on senior staff. Mowersadded that he believed that when Kelly became Deputy Chief of Staff, she felt she had to proveherself, and she increasingly became consumed with her new title and role in the Office. Around2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthis time, certain IGA employees complained about Kelly’s managerial style, and Kelly’srelatively close relationships in the Office soured as a result. In particular, Christina Renna andPeter Sheridan no longer seemed happy in the Office.By the time he left the Campaign in early November 2013, Mowers and Kelly were nolonger on good terms. For example, in or around mid-2011, Kelly sent Mowers an email inwhich Kelly called Mowers a “rising star.” Shortly thereafter, in a meeting with Kelly andMowers, Stepien reprimanded Mowers because he was late to work that day. Mowers feltbetrayed by Kelly because she did not defend him at the meeting. Second, after Mowers joinedthe Campaign, he and Kelly had a falling out when, during the last week of the Campaign, Kellytried to undermine Mowers to Stepien. Specifically, the week before the November 5, 2013election, the Campaign had organized a bus tour for the Governor. That week, certain IGAemployees, including Kelly, took vacation time so that they could volunteer for the bus tour.Mowers had organized an event in Glen Ridge for the tour. About an hour before the event, ashe was heading to his next Campaign-related commitment, Kelly emailed Mowers and Stepien,claiming that the event was going to be a disaster and that no one was going to show. As aresult, Stepien asked Mowers to go to Glen Ridge to address the situation, even though Mowerswas not scheduled to attend the event. When Mowers arrived at the Glen Ridge event, contraryto Kelly’s assertions, the event was running smoothly, and the turnout was larger than expected.A few days later—on the night of the election (November 5, 2013)—Mowers saw Kelly and toldher how much stress she had caused him, to which Kelly responded in sum or in substance, “soI’ve heard.” Other than an email the next day sent to Kelly, Mowers, and others with whom theyhad worked in Bergen County, Mowers has not spoken to Kelly since the Glen Ridge event.2.Kelly’s BackgroundMowers said that he understood that Kelly had a contentious divorce. Mowers did notspecifically recall when Kelly’s divorce was finalized, but thought that it was early on in theAdministration. Mowers said he knew Kelly’s dad because he was active in politics, and knewKelly’s kids because Kelly occasionally brought them to the office. Mowers remarked that Kellyhad a two-hour commute, and had to balance work and raising her children, which Mowersunderstood took a toll on Kelly at times.3.Kelly’s Relationship with Bill StepienMowers said that Stepien and Kelly had a close working relationship. Mowers noted thatStepien and Kelly often had morning meetings, during which they would, among other things,review invite lists for certain events.Mowers was not aware of any romantic relationship between Kelly and Stepien. Mowersthought that he may have had heard a rumor that Kelly and Stepien were romantically involved,but Mowers had no reason to believe that the rumor was true, and did not specifically recallwhen he heard that rumor, which was possibly before he joined the Administration in 2010.3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTD.Interactions with Evan RidleyMowers said that he met Evan Ridley when Ridley was working for the New JerseyRepublican State Committee in Bergen County. When Ridley joined IGA, he was assigned tothe Northwest region in New Jersey. Mowers said that he and Ridley worked closely togetherand were friends. When Mowers joined the Campaign, Ridley assumed Mowers’ position asRegional Director—during this transition phase, Ridley and Mowers notified local electedofficials in Mowers’ region that Ridley would be their new point of contact.E.Interactions with the Port Authority of New York & New JerseyMowers said that he had limited interaction with the Port Authority, and that others inIGA typically interacted with the Port Authority. If Mowers did contact the Port Authority, hetypically emailed Anne Mary O’Rourke.Mowers said that he knew of Bill Baroni when Baroni was a State Senator. When Baroniwas at the Port Authority, he and Mowers only interacted socially at events.Mowers said he did not have a relationship with David Wildstein. Mowers recalledhearing Wildstein’s name when Wildstein publicly revealed that he was “Wally Edge” onPoliticker. Mowers had heard that Wally Edge had subsequently joined the Port Authority. In2011, Mowers attended a Port Authority event, at which, while Mowers was mid-conversationwith someone else, Wildstein joked, “at least you’re not in Hamilton anymore,” referring toMowers’ work on a State Senate campaign. At the time, Mowers did not recognize who madethat comment, and was confused why someone at the Port Authority knew who he (Mowers)was. Mowers subsequently realized it was Wildstein because Wildstein, who wasknowledgeable about New Jersey politics, would have known who Mowers was based onMowers’ involvement in New Jersey politics.Mowers did not recall any other communications with Wildstein. It is possible thatMowers once sent an email to Wally Edge when Mowers was working on a campaign, but he didnot specifically recall communicating with Wally Edge. Mowers did not recall ever speaking toKelly about Wildstein.F.IGA1.Overview of IGAMowers said that IGA’s function varied depending on the administration. Mowersunderstood that, under Governor Corzine, for example, IGA was viewed as unit that simplyhoused campaign employees in between election cycles. During Governor Christie’s 2009gubernatorial campaign, one issue that arose was local elected officials’ ability to effectivelycommunicate with the State government. As a result, when Christie assumed office, hisAdministration focused on enhancing IGA’s approach to intergovernmental affairs from a goodgovernance perspective. Under the Christie Administration, IGA was viewed as a vehicle4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthrough which the Governor’s Office could provide constituent-type services to local officialsand help local officials cut through bureaucratic red tape, by putting local officials in contactwith the relevant State departments and other entities regarding a particular issue. In order torealize this goal, IGA developed working relationships with local officials. When a local officialcontacted IGA, IGA’s general practice was to explain to the local official that IGA would helpput the official in touch with the relevant department and coordinate communications betweenthe two. IGA also communicated with local elected officials on legislative issues pertaining tothe Governor’s agenda.As a result, Mowers developed strong relationships with local elected officials. Mowerssaid that there were approximately 183 mayors in his region, and he communicated with each ofthese mayors in some capacity. For example, if there was a government grant for which allmunicipalities were eligible, Mowers would relay that information to all the municipalities in hisregion. Mowers explained that he interacted more frequently with certain mayors in his region,which was a function of a municipality’s size and its election cycle. Mowers elaborated thatmayors of larger towns typically had more complex issues and relied more on the State’sassistance. In addition, certain towns rotated mayors every year, whereas other mayors wereelected to four-year terms. In general, Mowers said that he interacted more frequently with 4year mayors who relied more on State government.2.The Endorsement ProcessWhen Mowers was at IGA, his involvement with Campaign-related activities, includingmeetings and conversations with local elected officials, was voluntary and occurred on hispersonal time. Mowers said he did not use State resources in connection with these activities.Mowers did not recall when the endorsement process began, or when he began talking tomayors about potential endorsements. When asked how he became involved in the endorsementprocess, Mowers explained that, in 2013, mayors in his region would often reach out to him todiscuss potential endorsements, as he was their natural point of contact and it was an electionyear.Mowers was not aware of any suggestion in the Administration or on the Campaign toretaliate against elected officials for not endorsing the Governor.3.T-100Mowers said that he was familiar with a T-100 list, but he was not sure how the towns onthe list were selected. Mowers noted that the towns on the list were generally larger towns thatrelied more on the State’s assistance for various issues.5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTII.Chronology of the George Washington Bridge EventsA.Mowers’ and IGA’s Interactions with Fort Lee Mayor Mark Sokolich &Endorsement Efforts1.Mowers’ Relationship with Mayor Sokolich – GenerallyMowers said that his first recollection of meeting Fort Lee Mayor Mark Sokolich was at aChristmas party at Drumthwacket in December 2010, shortly after Mowers joined IGA. Mowersbelieves that he and Sokolich interacted in-person at least ten times during the course ofMowers’ tenure at IGA. Mowers and Sokolich spoke frequently, in part because Fort Lee was arelatively large municipality and relied on the State’s assistance in connection with variousmatters. Mowers liked Sokolich, and they would occasionally meet for a meal, unrelated toMowers’ role at IGA and done on Mowers’ own time. During these interactions, Sokolichwould talk about his family. Sokolich sometimes discussed his future career plans, includingpotentially running for State Senator.When asked what issues Sokolich was focused on as the Mayor of Fort Lee, Mowers saidthat Sokolich would discuss matters pertaining to the George Washington Bridge. Mowerselaborated that Fort Lee’s proximity to the George Washington Bridge impacted Fort Lee’spolicing and other needs. Education was another issue that Sokolich often discussed. Mowersand Sokolich would also discuss local issues relevant to the Governor’s agenda, includingproperty tax issues and arbitration reform. When asked if Mowers and Sokolich ever discussedeconomic development issues, Mowers said that Sokolich was proud of, and would talk about,the Hudson Lights development project.2.Mayor Sokolich’s Requests to the Governor’s OfficeWith regard to public reports alleging that Mayor Sokolich was “pressured” and received“gifts” from the Administration in an effort to secure his endorsement, Mowers explained that hewas surprised when he read those allegations because it was Mayor Sokolich who first broughtup his potential endorsement, and because it was Mayor Sokolich who asked the Port Authorityand, separately, the Governor’s Office for various things. Examples of Mayor Sokolich’srequests included a tour of the Port Authority for his family when they were visiting, and arequest that the Governor write a letter of recommendation to Rutgers University on behalf ofMayor Sokolich’s son. Mowers said that when Mayor Sokolich made a reasonable request, IGAtried to accommodate, however the letter of recommendation ask was not such a request.Mowers thought that Sokolich made this request by phone around the Spring of 2012, during thecollege application process, and may have subsequently reiterated the request in person. Mowershad to explain to Mayor Sokolich that this request was not something that the Office or theGovernor could fulfill, which Mayor Sokolich understood. Mowers did not specifically recall,but thought that he may have mentioned this request to Kelly and/or Sheridan.6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAs for the Port Authority tour, Mowers did not recall if Mayor Sokolich made the requestthrough IGA or to the Port Authority directly, or whether IGA was involved in handling therequest. Mowers did not know who gave Mayor Sokolich’s family the tour. Mowers justrecalled that the Mayor was very thankful that his family received the tour.Sokolich also made government-related requests to the Office, particularly in the wake ofSuperstorm Sandy. For example, Mowers vaguely recalled that Mayor Sokolich requested radiosto communicate with individuals trapped inside high rises in Fort Lee, as well as help witheasing travel to New York. It was Mowers’ understanding that these requests were fulfilled.3.IGA’s Endorsements Efforts Regarding Mayor Sokolicha.February 5, 2013 MeetingMowers and Sokolich discussed a potential endorsement two times—on or aroundFebruary 5, 2013, and, again, that spring. Mowers said that both conversations were casual andoccurred over a brief meal. Mowers’ attention was directed to a February 7, 2013 email fromMowers (personal account) to Sheridan that contained a summary of the February 5, 2013meeting between Mowers and Sokolich. At this meeting, Mayor Sokolich was the one whobrought up the topic of a potential endorsement. Mowers explained that, around this time,mayors were beginning to endorse the Governor, and, as such, mayors increasingly raised thesubject with Mowers during their interactions. Mowers pointed out that endorsements were anatural topic of discussion in 2013 (an election year) among those in government.b.March 26, 2013 MeetingMowers and Mayor Sokolich also discussed the possibility of the Mayor’s endorsementin or around the spring of 2013, when they met up briefly for dinner in Fort Lee. At the March26, 2013 dinner, Mowers and Mayor Sokolich had a casual conversation about different issues.At one point during the conversation, Mowers and Mayor Sokolich discussed the Democraticmayors who had endorsed the Governor thus far, including one Democratic mayor who hadendorsed the Governor a few days prior. In that context, Mowers asked Mayor Sokolich ifendorsing the Governor was something that the Mayor would consider. Mayor Sokolich pausedand then explained that he supported the Governor, that he thought the Governor was going towin the election, and that he liked the Governor as a person, but that he was scared to endorse theGovernor for at least two reasons. First, Mayor Sokolich had financial interests in certainDemocratic towns—including Cliffside Park—that he feared losing were he to endorse theGovernor. Second, Mayor Sokolich had a good relationship with the Democratic Chairman inBergen County. Mayor Sokolich said that he wished he had a braver answer for Mowers. Inresponse, Mowers said he understood and that it was fine. Regarding Mayor Sokolich’s financialinterests, Mowers explained that Mayor Sokolich had a private law practice that focused on realestate and zoning law, and, as part of that practice, Mayor Sokolich had contracts withDemocratic towns in New Jersey. At the dinner, Mayor Sokolich said he was concerned that hewould lose these contracts if he endorsed the Governor, a Republican.7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMowers came away from this dinner with the understanding that Mayor Sokolich wouldnot endorse the Governor because of the Mayor’s perceived financial interests. Mowers did notconsider Mayor Sokolich’s potential endorsement as particularly important at the time. Mowersdid not specifically recall discussing this dinner with Kelly or Stepien, but he did tell Sheridanwhat Mayor Sokolich had said. Mowers generally recalled that he and Sheridan both wereunconcerned that Mayor Sokolich would not endorse the Governor, but thought that it was ashame. Mowers’ attention was directed to a text message he sent shortly after the dinner, whichprovided, in sum or substance, “Unfortunately, I think Sokolich will be a no. It’s a shame, Ireally like the guy.” Mowers did not specifically recall this text, but thought that the “no” likelyreferred to Mayor Sokolich’s potential endorsement.Mowers said that, had the Campaign viewed Mayor Sokolich’s endorsement asparticularly important, which it did not, the Campaign likely would have asked Mowers to followup with Mayor Sokolich, which no one did. Mowers also pointed out that the Governor wonFort Lee in the election. To Mowers’ knowledge, no one else in the Office, including Ridley,sought Mayor Sokolich’s endorsement after this March 2013 dinner.c.April 19, 2013–May 2013When Mowers joined the Campaign, he actively sought mayors’ endorsements inconnection with his responsibilities on the Campaign. Mowers did not seek Mayor Sokolich’sendorsement during Mowers’ time working for the Campaign. During this time, Mowers did notrecall any communications with Mayor Sokolich other than one text message exchange, on oraround May 8, 2013, in which exchange, Mayor Sokolich thanked Mowers for all of the nicethings that he had told Ridley about the Mayor, and offered to take Mowers and Ridley out todinner to celebrate Mowers’ new position at the Campaign the next time Mowers was in town.No such dinner ever occurred.B.The Port Authority’s Interactions with Mayor SokolichTo Mowers’ knowledge, no one at the Port Authority was tasked with or sought MayorSokolich’s endorsement. Mayor Sokolich told Mowers that Baroni was good to work with andresponsive to Mayor Sokolich’s requests.C.August 12, 2013On August 12, 2013, Mowers was with Sheridan at a coffee shop in Jersey City, waitingto meet with Jersey City Assemblywoman Candace Osborne about Osborne’s potentialendorsement of the Governor. Before Osborne arrived, Kelly called Mowers on his cellphone,and they had a brief conversation. Mowers said that the first part of the conversation was fairlycasual—Mowers asked how Kelly’s kids were, and told Kelly that he and Sheridan were inJersey City, to which Kelly joked that Mowers and Sheridan never invited Kelly to the “funstuff.” Kelly then asked Mowers about the status of Mayor Sokolich’s potential endorsement.Mowers told Kelly that Mayor Sokolich did not intend to endorse the Governor because of his8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTfinancial interests, to which Kelly asked if Mowers was certain that Mayor Sokolich would notendorse the Governor. Mowers confirmed to Kelly that that was his understanding. Kellyreplied, in sum or in substance, “good, that’s all I needed to know,” at which point theconversation ended. At the time, the call did not seem out of the ordinary, as Kelly and Mowersstill interacted after Mowers moved to the Campaign, including about the status of potentialendorsements of local elected officials. Mowers explained that, in hindsight, it was odd thatKelly asked specifically about Mayor Sokolich’s endorsement at this time because Mowers hadnot sought his endorsement since the March 2013 meeting.Mowers did not know what prompted Kelly to call him on August 12, 2013, and ask himabout Mayor Sokolich’s endorsement. The only other time that Mowers recalled Kellymentioning Mayor Sokolich’s name was in July 2013, when Kelly asked Mowers whether he hadheard from a number of mayors recently because Kelly was concerned that Ridley was lyingabout meeting with mayors, including Sokolich. Mowers thought that he responded that he hadnot recently spoken to Mayor Sokolich or the other mayors Kelly mentioned.D.August 13, 2013Mowers did not see, and was not otherwise aware of, Kelly’s August 13, 2013 email toWildstein about “traffic problems” before it was made public in January 2014.E.September 9–13, 2013 – The George Washington Bridge Lane RealignmentMowers did not recall hearing about the lane realignment before or during September 9–13, 2013.When asked about a September 9, 2013, email from Kelly to Mowers in which Kellyasked if Mowers had heard from Sokolich in a while, Mowers said that this email did not seemunusual to him at the time for the same reason that Kelly’s August 12th call also seemedinnocuous. Mowers responded to Kelly, in sum or in substance, that he had not heard fromSokolich in a while.F.September 17, 2013 and October 1, 2013 Wall Street Journal ArticlesThe first time Mowers recalled learning about the lane realignment was around the timeof either the September 17 or October 1, 2013 Wall Street Journal article regarding the lanerealignment. In particular, Mowers recalled that the night before one of the two articles waspublished, a reporter for the Wall Street Journal—either Heather Haddon or Ted Mann (Mowersdid not recall)—asked the Campaign for a comment. Thereafter, Stepien told Mowers that a“ridiculous” article might be coming out alleging that the lane realignment was politicalretaliation.Mowers said that he would have read this article at the time because it was of interest tohim since he was the one who talked to Mayor Sokolich about a potential endorsement. Mowersotherwise found the story mundane because it was just about a traffic study. As such, Mowers9PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTdid not give the stories much thought at the time. Mowers was not concerned at the time that hewould be blamed for the alleged retaliation.G.December 2013In or around December 2013, Mowers received an inquiry from Wall Street Journalreporter Mann in connection with Mowers’ endorsement efforts regarding Mayor Sokolich.After he received this inquiry, Mowers relayed it to Stepien and Michael DuHaime in an email,and stated that he did not intend to return Mann’s call. Shortly thereafter, in connection withcontemporaneous press reports suggesting that Mowers sought Mayor Sokolich’s endorsement asrecently as August 2013, Mowers spoke to Stepien about the timeline of his interactions with theMayor regarding his potential endorsement. Mowers told Stepien that Mowers thought that hehad not spoken to Mayor Sokolich about an endorsement since the spring of 2013.H.January 2014Mowers was shocked when he read the newspaper reports published on or aroundJanuary 8, 2014, regarding Kelly’s involvement in the lane realignment. When he read thesearticles and learned of Kelly’s August 13, 2013 “traffic problems” email, Mowers vaguelyrecalled that Kelly had asked him about the Sokolich endorsement in August 2013. At that point,Mowers asked Sheridan if he remembered whether Kelly had called Mowers sometime inAugust 2013 about Mayor Sokolich, but Sheridan did not recall. Mowers then checked hiscalendar and confirmed that he was in Jersey City on August 12, 2013, when Kelly called himabout Mayor Sokolich. This was the first time that Mowers made any connection betweenKelly’s August 12 and September 9, 2013 communications to him, and the lane realignment.III.Superstorm Sandy Aid AllegationsA.Interactions with Hoboken Mayor Dawn ZimmerHoboken was in Mowers’ region at IGA. As a result, Mowers probably met with MayorZimmer at least one dozen times when he was at IGA. Mowers did not recall when he first metMayor Zimmer. Mowers interacted with Mayor Zimmer more than other mayors in part becauseshe made more requests to the Office than other mayors.Mowers met with Mayor Zimmer more frequently after Superstorm Sandy, which hit onOctober 29, 2012. Post-Sandy, Mayor Zimmer constantly visited the State House and had anumber of Sandy-related issues that she wanted to discuss with the Administration. Mowersonce joked that Mayor Zimmer should have a State House ID because she visited so often.Mowers said that the Office was very attentive to all communities affected by Sandy, and thatIGA hired additional staff members who focused solely on Sandy recovery issues, includinginterfacing with mayors and helping them navigate relevant policy issues and changes to theirmunicipalities’ flood maps.Mowers had a good relationship with Mayor Zimmer’s Chief of Staff, Dan Bryan.10PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTB.Mayor Zimmer’s Requests Regarding Sandy AidMowers said that no one, including Lieutenant Governor Kimberly Guadagno and DCACommissioner Richard Constable, ever suggested to him that Hoboken’s Sandy aid would bedelayed as a result of private development issues. Mowers said that, to his knowledge, politicsplayed no role in the administration of Sandy aid.During, and in the immediate aftermath of, Sandy, there was no cellphone service inHoboken, but Bryan was able to call Mowers from a land line. On or around October 30, 2012,however, Mayor Zimmer went on CNN live and, through the broadcast, asked theAdministration to send the National Guard to Hoboken, which the Administration did. Aroundthat time, Mowers asked Bryan why Mayor Zimmer made this request on CNN, as opposed toreaching out to Mowers directly, especially because the Administration had always beenresponsive to Mayor Zimmer’s requests. Examples of this responsiveness included sending theNational Guard to Hoboken two days after Sandy hit and one day after Mayor Zimmer made therequest, helping restore power to Hoboken shortly after Sandy, and providing Mayor Zimmerwith direct and frequent access to commissioners and other senior members of theAdministration to discuss Sandy-related issues. For example, on or around November 3, 2012—the Saturday after Superstorm Sandy—Mowers set up a conference call with Mayor Zimmer,Commissioner Constable, the Lieutenant Governor, Kelly, a representative from the New JerseyState Police, a representative from the Office of Emergency Management, and Mowers. TheLieutenant Governor hosted the call. On the call, the Lieutenant Governor explained to MayorZimmer that everyone participating on the call was there to hear what Mayor Zimmer needed inthe aftermath of Sandy, and to help her address those needs. Mayor Zimmer said she wantedgenerators, as well as assistance with lighting so that the utility companies could work around theclock. Mowers said that the Administration helped Mayor Zimmer fulfill these requests, amongothers.Mowers explained that IGA also set up the many meetings that Mayor Zimmer requestedwith various departments and other entities in the Administration to discuss Sandy recoveryefforts and related issues. At these meetings, the participating departments tried to help MayorZimmer navigate through the Sandy aid application process.In or around early 2013, Mayor Zimmer became focused on a flood mitigation plan forHoboken that the Rockefeller Group had designed. This plan envisioned flood walls around thecity, and flood brakes in the street. Mayor Zimmer discussed this flood mitigation plan at almostevery Sandy-related meeting she had with the Administration. Mowers and others had to explainto Mayor Zimmer that receiving federal funding for such a massive flood mitigation project wasa process, and, for example, had to first be reviewed by the U.S. Army Corps of Engineers.Mayor Zimmer told Mowers that she was concerned that the project would not be approved fastenough, stating hyperbolically that Hoboken was expecting rain that week, as if every rainfallwould lead to flooding. Mowers explained to Mayor Zimmer that rain was different thanSuperstorm Sandy, which was an extremely rare occurrence.11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAt one point, Mayor Zimmer asked for a meeting with the Port Authority because shewanted to place retractable walls around the entrance of Hoboken’s PATH station. Bryan had toexplain to Mayor Zimmer that, because all of the PATH stations are connected, every PATHstation would need retractable walls for this plan to be effective, which Mayor Zimmer said shehad not realized.Mowers said that Mayor Zimmer had a lot of legitimate concerns about Sandy recoveryefforts, particularly with respect to figuring out how to adapt the Federal government’s one-sizefits-all recovery model to an urban environment. Mowers explained that a focus of the meetingsthat Mayor Zimmer had with members of the Administration was on adapting Sandy-relatedrecovery efforts to an urban environment.At some point, Mayor Zimmer requested a meeting with representatives from all of therelevant entities in the Administration to discuss Sandy-related issues. A lot of time and effortwas put into scheduling and planning this meeting, but Mayor Zimmer showed up for themeeting unprepared, without any questions or topics of discussion for the meeting.Mowers attended a March 5, 2013 meeting with Mayor Zimmer and variouscommissioners. Mowers did not think that the Rockefeller Group was present at this meeting,and did not recall attending any Sandy aid-related meetings with Mayor Zimmer that theRockefeller Group attended. Mowers explained that there was another meeting around this time,which was organized at Mayor Zimmer’s request, and included representatives from DCA andDEP. Mowers said that Mayor Zimmer wanted the Rockefeller Group to attend this meeting, sothat they could better explain the flood mitigation plan for Hoboken. Mowers and othersinvolved in organizing the meeting were confused why Mayor Zimmer wanted the RockefellerGroup at the meeting. Mowers said that the meeting was rescheduled several times to try toaccommodate everyone, but that the Rockefeller Group was ultimately unable to attend due to ascheduling conflict. Mowers attended this meeting, which he recalled took place on the secondfloor of the State House.Mowers also recalled a meeting at the State House with Executive Director of theGovernor’s Office of Rebuilding and Recovery Marc Ferzan, representatives from FEMA, andmayors whose towns had been particularly hard hit by Sandy, including Hoboken. Mowersthought that this meeting occurred shortly before he left the Office and joined the Campaign inApril 2013. This meeting addressed, among other things, the application of FEMA’s guidelinesto urban communities.Mowers never heard any discussions that Sandy aid should be contingent upon localelected officials’ support for the Governor’s political agenda or any development projects.Mowers did not discuss Sandy aid with Mayor Zimmer after he left the Office and joinedthe Campaign.12PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTC.Endorsement Efforts Regarding Mayor ZimmerThe first time that Mowers recalled a discussion with Mayor Zimmer about a potentialendorsement of the Governor was at a Christmas party in Drumthwacket, which Mayor Zimmerattended with her husband, Stan Grossbard. At the event, Grossbard raised the issue of hiswife’s potential endorsement, and relayed to Mowers why Mayor Zimmer should not endorse theGovernor, but said that Mayor Zimmer would continue to publicly praise the Governor. Mowerssensed that Grossbard was particularly active in his wife’s political career. At the time, MayorZimmer, unlike her husband, was undecided as to whether or not she should endorse theGovernor. Mayor Zimmer told Mowers that she thought that the Governor was great, but thather endorsement decision would turn in part on whether Hoboken would have a run-off electionin the fall of 2013. At one point, Bryan told Mowers that if there was a run-off election, MayorZimmer might still be able to endorse the Governor if the Governor supported Mayor Zimmer inturn. At the time, the Governor had not even declared that he would be running for reelection,which Mowers pointed out to Bryan.Once Hoboken’s mayoral election was scheduled for November 2013, Mowersunderstood that Bryan wanted Mayor Zimmer to endorse the Governor, that Mayor Zimmerremained undecided, and that her husband still did not want Mayor Zimmer to endorse theGovernor.Once at the Campaign, Mowers did not communicate with Mayor Zimmer and her officeas frequently because of his busy campaign schedule, and the Campaign was not focused ontrying to secure Mayor Zimmer’s endorsement. At some point, however, during the summer of2013, Democratic Mayor of Weehawken Richard Turner told Mowers that Mayor Zimmer mightbe open to a potential endorsement, and that Turner would reach out to Mayor Zimmer to reviewwith her the political ramifications of such an endorsement. Thereafter, Turner told Mowers thatBryan wanted to talk to Mowers about a possible statement from Mayor Zimmer declaring hersupport for the Governor’s reelection. Thus, in or around early fall 2013, he and Bryan met inHoboken to discuss a potential statement of support from Mayor Zimmer. Mowers pointed outthat it was Mayor Zimmer and Bryan, not Mowers, who proactively reached out to schedule thismeeting. At the meeting, Bryan told Mowers that Mayor Zimmer wanted to issue a statementsupporting the Governor’s reelection, but Mayor Zimmer did not want to use the word“endorse,” which Mowers said was fine. Mowers told Bryan that a political statement of supportwithout the word “endorse” was likely not something that warranted its own press conference,but that the Campaign might want to issue a press release announcing Mayor Zimmer’sstatement, which Bryan thought was a good idea. At the end of the meeting, Mowers explainedto Bryan that Mowers was not going to report back to his boss, Stepien, about Zimmer’spotential statement of support and the proposed press release unless and until Bryan confirmedwith Mayor Zimmer that she wanted to do this. A few days later, Bryan confirmed with Mowersthat Mayor Zimmer agreed to the proposed plan, and that Mayor Zimmer’s statement of supportwould expressly state that Mayor Zimmer supported the Governor’s reelection. Mowers thenrelayed this to Stepien, and noted that, while the Governor was significantly ahead in the pollsand few constituencies at this point were undecided about the upcoming election, it could13PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTnevertheless be worthwhile to have Mayor Zimmer issue a statement of support, especially inconjunction with the Governor’s upcoming visit to Hoboken, a traditionally Democratic city.Stepien agreed with Mowers’ assessment.Shortly thereafter, Mowers scheduled and participated in a conference call with MayorZimmer, Bryan, and Campaign Press Secretary Kevin Roberts regarding Mayor Zimmer’spolitical statement of support, including the timing of issuing the statement. On the call, Mowersnoted that the Governor was scheduled to visit Hoboken for a groundbreaking event at StevensInstitute of Technology in October 2013, and that there would be press at that event. MayorZimmer and Bryan agreed that Mayor Zimmer’s statement should be issued in connection withthat event. On the call, Mowers then discussed the proposed content of the statement. Mowersemphasized to Mayor Zimmer and Bryan that the statement had to address Mayor Zimmer’spolitical support for the Governor because, otherwise, it was not relevant to the Campaign.Mayor Zimmer and Bryan did not object to this, but Mayor Zimmer wanted to include in thestatement language about how helpful the Governor had been in connection with SuperstormSandy, and how the Governor had helped to keep the Hoboken University Medical Center open.Mayor Zimmer rearranged her schedule to attend the event at Stevens.On or around October 1, 2013, shortly after the conference call, Mowers emailed Bryan adraft statement of support, which memorialized the language discussed on the call. At that point,and for the first time since Mayor Zimmer and Bryan approached Mowers, they pulled back onthe political support language previously agreed upon, including that Mayor Zimmer was proudto stand with the Governor in support of his reelection. Mowers’ attention was directed to anOctober 2, 2013 email from Bryan to Mowers, which reflected this watered down statement thatMayor Zimmer and Bryan wanted the Campaign to release:Over the past three and a half years, I have been proud to stand with GovernorChristie and support him on important initiatives like pension reform andestablishing a real property tax cap. . . . Here in Hoboken, Governor Christie wasthere for us when we needed him most, responding to the crisis of SuperstormSandy and stepping up to work with us to save the Hoboken University MedicalCenter – and its 1,300 jobs – from potential closure. I am truly grateful to havehad the opportunity to serve alongside Governor Christie.This statement said a lot of nice of things about the Governor and all that he has done forHoboken, but, because it was not political, it was not germane to the Campaign, and notsomething about which the Campaign would issue a press release. Mowers explained this toBryan, and sent Bryan an email memorializing why the Campaign would not issue a pressrelease about the statement. At this point, the dialogue regarding Mayor Zimmer’s potentialstatement of support ended.Mowers added that Mayor Zimmer had a tendency to change her mind at a moment’snotice, and often had trouble remembering what she had asked for. As an example, MayorZimmer would request a meeting with the Administration about one topic, but shortly thereafter14PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTwould ask that the meeting focus on something completely different than the initial topic. Theprocess regarding Mayor Zimmer’s proposed statement of support also reflected this tendency.IV.Jersey City Mayor Steven FulopMowers was asked about public allegations that the Administration cancelled meetingswith Jersey City Mayor Steven Fulop in response to Mayor Fulop’s failure to endorse. Mowersdid not have any discussions with Mayor Fulop about a potential endorsement. When asked whowould have interacted directly with Mayor Fulop about his potential endorsement, Mowersthought Stepien, or State Senator Kevin O’Toole.Mowers was unaware of any scheduled or cancelled meetings with Mayor Fulop.Mowers added that Kelly was generally the one who interfaced with commissioners and localelected officials regarding high-level meetings.15PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Moyle Interview MemorandumOn February 19, 2014, and March 11, 2014, John Moyle was interviewed by ReedBrodsky, Avi Weitzman, and/or Alyssa Kuhn of Gibson Dunn. Moyle was not representedby counsel during the interviews. All information contained herein was provided by Moyleor as indicated. Moyle has not read or reviewed this memorandum and has not adopted orapproved its contents. Brodsky began the interview by administering the standard Upjohnwarnings per Gibson Dunn protocol, and requesting that Moyle refrain from discussing theinvestigation and interview with others. Moyle stated that he agreed, understood, and did nothave any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1978, Moyle graduated from the New Jersey Institute of Technology with a B.S. inCivil Engineering. In February 1979, Moyle started working at the New Jersey Departmentof Environmental Protection (“DEP”). Moyle joined the DEP as an Environmental EngineerTrainee and worked his way up through the ranks to Manager. Moyle has served as aManager in the Office of Engineering & Construction for the past ten years, and currentlyserves as Bureau Chief for the Bureau of Dam Safety and Flood Control. Moyle supervisesapproximately 25 individuals in his current role. Moyle reports to David Rosenblatt,Administrator in the Office of Engineering & Construction. Moyle said that he is aregistered Democrat.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy Aid AllegationsA.Role in the New Jersey Department of Environmental ProtectionDuring the interview, Moyle explained the flood control programs for which he isresponsible within the Bureau of Dam Safety and Flood Control. One program involvesworking with the Federal Emergency Management Agency (“FEMA”) to update flood maps.Before Superstorm Sandy hit, Moyle was in the process of working with FEMA on newcoastal mapping from the Delaware Bay up to the Hudson River. After Superstorm Sandy,Moyle worked with FEMA to create advisory elevations to help those affected by the stormrebuild. Moyle reviewed the technical components of the flood maps before they werereleased to the public. Moyle stated that the DEP and FEMA have a good workingrelationship.Moyle is also responsible for providing technical expertise regarding flooding issueson all the U.S. Army Corps of Engineers’ (“USACE”) New Jersey projects, including theNorth Atlantic Comprehensive Study. Moyle explained that after Superstorm Sandy, theUSACE was given approximately $20 million to conduct the North Atlantic ComprehensiveStudy. At the direction of the Governor’s Office of Recovery and Rebuilding (“GORR”),DEP was tasked with reaching out to and working with New Jersey universities to developshort-term and long-term flood mitigation plans in regions not currently being studied byUSACE that could be incorporated into the North Atlantic Comprehensive Study andpotentially lead to specific flood mitigation projects. Moyle explained that DEP funded theuniversity studies with the hopes that it will be reimbursed through the second round of HUDfunding.B.May 9, 2013 Meeting with Hoboken and the Rockefeller GroupMoyle stated that he had not met Mayor Zimmer prior to the May 9, 2013 meeting.Moyle recalled that he had attended a meeting with Hoboken officials prior to the May 9,2013 meeting regarding DEP’s and FEMA’s mapping projects along with then-AssistantCommissioner Marilyn Lennon and DEP land use officials. Moyle recalled that the purposeof the meeting was to discuss the effect the flood maps would have on Hoboken and to seekfeedback from Hoboken officials.Moyle recalled that the May 9, 2013 meeting was initially scheduled for an Aprildate. Moyle recalled that Commissioner Martin had been briefed on Hoboken’s floodmitigation plan designed by the Rockefeller Group and requested that Moyle, a professionalengineer, acquire more information about the plan to ensure that it was incorporated inDEP’s activities with the USACE and universities studying flood mitigation. Moyle recalledthat the DEP scheduled a meeting between DEP’s engineers and the Rockefeller Group’sengineers to learn more about the flood mitigation plan. Moyle recalled that after schedulingthe meeting, someone higher up at DEP informed Moyle that Hoboken officials should alsoPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTbe invited to the meeting. Moyle said that Hoboken was not initially included in the meetingbecause it was his understanding that the meeting was between engineers. Moyle said therewas no intention on DEP’s part to exclude Hoboken from the meeting.Moyle recalled that he had learned of the Rockefeller Group’s North Enddevelopment project during discussions setting up the May 9, 2013 meeting because theRockefeller Group had a separate meeting with DEP. Moyle did not attend that meeting.Moyle attended the May 9, 2013 meeting with Mayor Zimmer, Stephen Marks(Hoboken Business Administrator), the Rockefeller Group, Fred Worstell (Dresdner Robin),Lori Grifa (Wolff & Samson), and other members of DEP. The purpose of the meeting wasfor the DEP engineers to meet with the Rockefeller Group’s engineers to discuss theRockefeller Group’s flood mitigation plan for Hoboken. Moyle attended the meeting to learnabout the flood mitigation plan, and see how it fit in with the universities’ and USACE’sstudies. Moyle recalled that DEP had initially wanted the Stevens Institute of Technology toattend the meeting. However, by the time the meeting actually occurred, Stevens had alreadymet with the Rockefeller Group and Hoboken and so they did not attend.Moyle recalled that the May 9, 2013 meeting lasted approximately an hour. DEPbegan the meeting by explaining that they were there to help evaluate the RockefellerGroup’s flood mitigation plan for Hoboken and to attempt to incorporate the informationfrom their presentation into the universities’ and USACE’s studies. Moyle recalled thatHoboken’s experts presented maps and explained where they planned to build flood walls,gates, and pump stations. Moyle recalled that they discussed potential costs and partnershipsto help finance the cost of the flood mitigation plan.Moyle recalled that Mayor Zimmer pushed hard for flood walls and water pumpstations, but Moyle explained that the pump stations were outside of the context of the May9, 2013 meeting and outside the expertise of the DEP officials who attended the meeting.Moyle recalled that Michele Siekerka, Assistant Commissioner for Water ResourceManagement, and her team helped Hoboken find financing for its water pumps. Moyle saidthat he did not recall Mayor Zimmer speaking during the engineers’ presentations orobjecting to anything they said. Moyle recalled that Mayor Zimmer was supportive of theflood mitigation plan.Moyle stated that he has not communicated with Mayor Zimmer after the May 9,2013 meeting. After the meeting, Moyle had informal conversations with New Jerseyuniversities and the USACE to make sure they had Hoboken’s flood mitigation plan and thatHoboken was a potential project when they moved forward with modeling. Moyle explainedthat the Stevens Institute of Technology was working on developing a long-term floodmitigation plan for Hoboken and that Stevens should release their preliminary results in thenear future. Moyle explained that Stevens’ results were delayed due to additional modelingPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTfrom NJ Transit. Moyle explained that if their plan costs millions of dollars, DEP will try tohelp get federal funding for the project from the USACE.Moyle stated that he has never heard anyone say that Sandy aid was tied to theRockefeller Group’s development project, political affiliation, or endorsing GovernorChristie. No one ever suggested or implied that the DEP should not assist Hoboken unlessHoboken moved forward with the Rockefeller Group’s North End development project.Moyle stated that the DEP has treated Hoboken the same as it has treated othermunicipalities. Moyle said that he was surprised by Mayor Zimmer’s allegations.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Murray Interview MemorandumOn March 17, 2014, Reed Brodsky and Alyssa Kuhn of Gibson Dunn spoke withPatrick Murray, Director of the Monmouth University Polling Institute, who was a paneliston or about May 16, 2013 during the New Jersey television program “Superstorm Sandy: ALive Town Hall” with, among others, Commissioner Richard Constable and Mayor DawnZimmer.At the outset of the call, Brodsky informed Murray that Brodsky and Kuhnrepresented the Office of Governor of the State of New Jersey and that Gibson Dunn wasconducting an internal review of, among other things, allegations made by Mayor DawnZimmer.I.Superstorm Sandy AidA.May 16, 2013 – NJTV Live Town Hall EventMurray recalled attending the “Live Town Hall” on May 16, 2013. Murrayconfirmed that he was sitting next to Commissioner Constable, on his right. Murray recalledthat Mayor Zimmer was the last to take her seat before the “Live Town Hall” began. Murrayrecalled that Mayor Zimmer initiated a conversation with Commissioner Constable when shesat down. Murray recalled that Commissioner Constable and Mayor Zimmer were engagedin conversation before the “Live Town Hall” began, but Murray did not recall anythingspecific about their conversation. Murray did not remember how long the conversationbetween Mayor Zimmer and Commissioner Constable lasted or how the conversation ended.Murray did not recall anything unusual about Mayor Zimmer or CommissionerConstable’s tone during their conversation, and did not sense that Mayor Zimmer was angryPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTor upset. Murray said that he spoke to both Mayor Zimmer and Commissioner Constablefollowing the “Live Town Hall,” and that neither appeared tense or upset.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Napolitano Interview MemorandumOn March 20, 2014, Vinny Napolitano was interviewed by Matthew Benjamin andSarah Vacchiano of Gibson Dunn. Napolitano was not represented by counsel during theinterview. All information contained herein was provided by Napolitano or as indicated.The information in brackets was obtained from publicly-available sources, not from theinterview itself. Napolitano has not read or reviewed the memorandum and has not adoptedor approved its contents. Benjamin began the interview by administering the standardUpjohn warnings per Gibson Dunn’s protocol, and requesting that Napolitano refrain fromdiscussing the investigation and interview with others. Napolitano stated that he agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesNapolitano joined the Governor’s Office in March 2010 as Constituencies Liaison inthe Office of Legislative and Intergovernmental Affairs (“IGA”). Napolitano was a memberof the constituencies outreach team and reached out to constituent communities across thestate as the Governor’s Office liaison to those communities. From November 2010 to March2012, Napolitano served as a Regional Director in IGA. Over the course of his tenure as aRegional Director, Napolitano covered counties in the western part of New Jersey, includingHunterdon, Warren, Burlington, Camden, Gloucester, Salem, Cumberland, and Cape May.In this role, Napolitano served as IGA’s liaison to mayors, freeholders and local officials.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2In March 2012, Napolitano was promoted to Director of Constituencies. In this role,Napolitano oversees the constituencies outreach team. Napolitano still serves as the liaisonto certain constituent communities, including the autism community in particular, in additionto other cultural and civil constituent communities. At one point, Napolitano undertook aone-and-a-half month assignment as the department liaison to the FEMA Joint Field Officeto help coordinate outreach, communication and constituent relations.B.Relationship with Bill StepienNapolitano reported to Bridget Kelly during Bill Stepien’s tenure as Deputy Chief ofStaff and therefore had minimal direct interaction with Stepien.C.Relationship with Bridget KellyPrior to succeeding Stepien as Deputy Chief of Staff, Kelly was Director ofIntergovernmental Affairs. In this role, she oversaw all of IGA. Napolitano describedKelly’s management style as hands-on.Napolitano did not recall observing any changes in IGA operations during thetransition from Stepien to Kelly. Napolitano said that when Kelly was promoted to DeputyChief of Staff, no one was officially given Kelly’s former role and accompanyingresponsibilities. Renna was given Kelly’s former title but not the full set of responsibilitiesthat Kelly had in that role. Napolitano does not know why the decision was made toorganize staff in this manner.Napolitano said that Kelly and Renna were close.D.Interactions with the CampaignNapolitano volunteered for the campaign during his free time. Napolitano said thathe chose to volunteer and did not feel compelled to do so. When he did volunteer for thecampaign, he chose to volunteer in south New Jersey, close to where he lives.When asked about whether or not Napolitano had knowledge of former PortAuthority Deputy Executive Director Bill Baroni’s involvement in soliciting potentialendorsements from Fort Lee Mayor Mark Sokolich, Napolitano did not have any knowledgeof Baroni seeking the Mayor’s endorsement. Napolitano said that he was not involved at allin the endorsement process.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3II.Chronology of the George Washington Bridge EventsA.Spring 2013Napolitano was not a Regional Director during the Governor’s re-election campaign,and was not involved in or aware of IGA’s endorsement efforts.Napolitano did not recall ever personally interacting with Mayor Sokolich.Napolitano was not aware of any event occurring during the summer of 2013 that wouldhave prompted a change in the way IGA interacted with Mayor Sokolich. Furthermore,Napolitano did not recall any issues coming up about Mayor Sokolich during the IGAweekly staff meetings. Napolitano said that Matthew Mowers, the former Regional Directorin charge of Bergen County, would have raised any issues regarding Mayor Sokolich duringthese meetings, and Napolitano did not recall an instance where Mowers raised any issuesabout Mayor Sokolich.B.January 8, 20141.IGA Staff Meeting with Regina Egea[On January 8, 2014, following the release of Kelly’s communications with DavidWildstein regarding the Fort Lee lane realignment, certain IGA staff members met withRegina Egea, Director of the Authorities Unit.]During the IGA staff meeting with Egea, IGA staff disclosed to Egea that Kelly haddirected them to use their personal email accounts to draft and maintain Google spreadsheetsfor IGA purposes. Napolitano said that, during Kelly’s tenure in IGA, Napolitano and othershad assumed that Kelly’s directives were known by others in the Governor’s Office; whenthat no longer seemed to be the case in light of the events of January 8, 2014, in the interestof full disclosure, Napolitano and others told Egea about IGA’s process for maintaining files.During this meeting, Renna also discussed her understanding of what IGA staffingchanges were being considered in light of the Governor’s upcoming second term in office.For example, prior to January 8, 2014, Napolitano did not know and had not been advisedthat Kelly planned to transition him to employment with the New Jersey Department ofState; he learned of Kelly’s plan during this meeting with Egea and Renna, who was mostfamiliar with Kelly’s plans to reorganize the IGA staff.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Thomas Neff Interview MemorandumOn January 29, 2014, Thomas Neff was interviewed by Avi Weitzman, RachelBrook, and Christian Hudson of Gibson Dunn. Neff was not represented by counsel duringthe interview. All information contained herein was provided by Neff or as indicated. Neffhas not read or reviewed the memorandum and has not adopted or approved its contents.Weitzman began the interview by administering the standard Upjohn warnings per GibsonDunn protocol, and requesting that Neff refrain from discussing the investigation andinterview with others. Neff stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundNeff has been a state employee for almost 22 years. He is currently the Director ofthe Division of Local Government Services in the New Jersey Department of CommunityAffairs (“DCA”), and he has worked at the DCA since November 2010. He oversees a staffof 40 people, and their mission is to work with local governors, municipalities, and countiesto make sure they are financially stable and complying with state laws. The Division ofLocal Government Services also affirmatively provides assistance to local governmentswhen they need technical guidance.Neff is also the Chairman of the Local Finance Board, which reviews proposals bymunicipalities and counties and issues debt in certain circumstances.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy Aid AllegationsA.Interactions with Mayor Dawn ZimmerNeff said that over the last two or three years, he has participated in several meetingswith Mayor Zimmer, usually to discuss parking issues in Hoboken. He also had severaltelephone conversations with the Mayor during which she asked for assistance with variousissues. Finally, Neff has interacted with Mayor Zimmer in his capacity as Chairman of theLocal Finance Board, since she sought approval of debts for Hoboken. Neff estimated thathe spoke with Mayor Zimmer once every four or five months, and these conversationstypically occurred at her request.Neff recalled attending the November 25, 2013 stakeholders meeting related to Sandyaid. It was a briefing for North Jersey mayors. There was discussion during the meeting ofSandy aid categories. Development projects unrelated to Sandy aid projects were notdiscussed. Neff said that either at this meeting, or possibly at a separate meeting, MayorZimmer spoke generally about flooding in Hoboken, and specifically about the flooding ofbasements in buildings in Hoboken. Neff said that nothing that occurred in the November 25meeting suggested that Sandy aid allocation is connected to politics, development projects, oranything of the sort. And prior to Mayor Zimmer’s recent allegations, Neff had never heardher say that Sandy aid was held up because of development projects in Hoboken.Neff generally did not keep notes at meetings, but his calendar might reflect meetingswith Mayor Zimmer. Occasionally, if meetings were formally planned there would be anagenda, particularly if the Mayor was coming before the Local Finance Board. Butsometimes Neff would have informal calls with Mayor Zimmer, and he did not take notesduring these calls, though some calls likely triggered letters or emails to state agencies orother follow up.Neff said that he assisted Mayor Zimmer just as he would any other mayor. Forexample, approximately two years ago (sometime in 2011), a Hoboken hospital publicallyowned by a hospital authority was undergoing dissolution and debt refunding, requiringapprovals from the Local Finance Boards for the necessary transactions. The board met andapproved various applications that were contentious. Additionally, in February 2013 MayorZimmer came to the Local Finance Board to discuss funding possibilities when Hoboken wasstressed financially. The Mayor was able to ask questions about the application process.Ultimately, Hoboken did not apply for the money.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTB.Involvement with Sandy AidNeff is involved with the administration of two Sandy Aid programs. The firstprogram is the Essential Services Grants Program, which allows municipalities whosefinances have been adversely impacted by Hurricane Sandy to apply for funding. Neff saidthat Hoboken did not apply for funding through the Essential Services Grants Program.The second program that Neff is involved in is a working group that discussesmunicipality issues. Neff generally chairs the working group that discusses the capacityissues that municipalities are experiencing due to Hurricane Sandy. Specifically, theworking group discusses staff support and consulting support availability for municipalitiesand other related challenges. The working group includes people from the Governor’sOffice, the Division of Local Government Services, and the Department of CommunityAffairs (“DCA”). The working group is an advisory group and does not provide funding tomunicipalities. Neff said that he was not aware of Hoboken facing any capacity issues.Neff said that he has never seen Sandy aid allocated based on politics, quid pro quoarrangements for development, or for any other reason claimed by Mayor Zimmer in herallegations. He specifically said that he has never seen DCA Commissioner RichardConstable or anyone at the DCA issue Sandy aid based on political affiliation orendorsements. To the contrary, Neff said that Commissioner Constable always emphasizedawareness and the following of federal rules and regulations. The Commissioner focused onthe creation of reasonable programs administered appropriately under the laws. Neff saidthat Mayor Zimmer’s allegations against Commissioner Constable are inconsistent with whatNeff has heard the Commissioner say in the past.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:O’Dowd Interview MemorandumOn January 19, 2014, and March 8, 2014, Kevin O’Dowd was interviewed by RandyM. Mastro, Alexander H. Southwell, Debra Wong Yang, and/or Sarah L. Kushner of GibsonDunn. On January 19, 2014, O’Dowd was not represented by counsel. On March 8, 2014,O’Dowd was represented by Paul H. Zoubek of Montgomery McCracken Walker & Rhoads.All information contained herein was provided by O’Dowd or as indicated. O’Dowd has notread or reviewed the memorandum and has not adopted or approved its contents. Southwellbegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that O’Dowd refrain from discussing the investigation and interviewwith others. O’Dowd stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesO’Dowd joined the Governor’s Office as Deputy Chief Counsel the day thatGovernor Christie (the “Governor” or “Christie”) was inaugurated in January 2010.Previously, O’Dowd had been at the U.S. Attorney’s Office for the District of New Jersey.On or around January 31, 2012, O’Dowd became the Governor’s Chief of Staff, replacingRichard Bagger, who left the Governor’s Office in or around December 2011. During hisfirst two years in the Governor’s Office (from 2010–2012), O’Dowd spent the majority of histime dealing with the State Legislature and forming relationships with legislators. O’Dowdeventually reported directly to the Governor on legislative issues, although he kept Christie’sthen-Chief Counsel, Jeffrey Chiesa, appropriately informed as well. When O’Dowd becamePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Chief of Staff, he remained the point of contact with the Legislature, which meant that hispersonal workload was particularly busy.B.Reporting LinesSouthwell asked about O’Dowd’s line of report as Deputy Chief Counsel and,subsequently, as Chief of Staff. O’Dowd responded that when he was Deputy ChiefCounsel, he, Chiesa, and the Governor restructured the Governor’s Office such that the ChiefCounsel reported directly to the Governor, as opposed to the Chief of Staff. In addition, theChief Counsel’s and Chief of Staff’s offices were each located adjacent to the Governor’soffice. When O’Dowd was Deputy Chief Counsel, he reported to Chiesa.No substantive reporting changes were made when O’Dowd became Chief of Staff,although, in or around February 2012, two new positions were established: a PrincipalDeputy to the Chief of Staff and a Principal Deputy to the Chief Counsel. At that time, LouGoetting became the Principal Deputy Chief of Staff, and Paul Matey became the PrincipalDeputy Chief Counsel. These new positions established a clear chain of command as towhom a deputy should report if both the Chief of Staff and Chief Counsel were unavailable.O’Dowd identified other personnel changes that were made when he became Chief of Staff,including the appointment of a new Appointments Director, Matthew McDermott, whoreported to the Governor’s Chief Counsel, Charles McKenna, and Deborah Gramiccioni’stransition in the Office from the Director of the Authorities Unit to Deputy Chief of Staff forPolicy. Rosemary Iannacone and Bill Stepien remained in their positions as Director ofOperations and Deputy Chief of Staff of the Legislative and Intergovernmental Affairs(“IGA”) unit, respectively.Asked to identify his regular direct report as Chief of Staff, O’Dowd explained thathe had standing weekly meetings with Gramiccioni and Goetting, although these meetingsdid not always occur. In addition, O’Dowd met with other members of senior staff twice aweek, and had weekly meetings with the Governor’s 2013 reelection campaign regarding theGovernor’s schedule. Post-Superstorm Sandy, O’Dowd had weekly meetings with MarcFerzan, Executive Director of the Governor’s Office of Recovery and Rebuilding (“GORR”),to discuss issues regarding Sandy relief.Regarding how he managed access to the Governor, O’Dowd explained that he wasfairly laid back about it, in part because he had a full workload and found it efficient forothers to report to the Governor directly on matters that O’Dowd did not need to know aboutand/or could not address directly himself. O’Dowd remained apprised of what others hadgone to the Governor about through senior staff meetings, and/or through one-on-onemeetings that he had with the Governor. O’Dowd frequently interacted with the Governor.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3C.“Front Office”O’Dowd had heard the term “Front Office,” which he thought referred to senior staff,including deputies. O’Dowd understood the term “Front Office approval” to mean thatsomeone could rely on a representation about the Governor’s position on a certain issue.D.Responsibilities of the Deputy Chief of Staff of IGASouthwell asked about the responsibilities of Bridget Kelly, the former Deputy Chiefof Staff of IGA. O’Dowd understood that Kelly served as the liaison between the executivebranch and local elected officials: Kelly and her team were responsible for interfacing withlocal officials to see what was going on in their respective communities and to identify anyissues that the Administration could help address. For example, if there was a pothole inBridgewater, Kelly might reach out to the New Jersey Department of Transportation(“DOT”) and ask if the agency was aware of the issue. Kelly was also responsible fororganizing the logistics of various public events, including the Governor’s town hallmeetings, bill signings, and breakfast meetings at Drumthwacket, where the Governor wouldhost different constituency groups. In this regard, Kelly worked closely with thecommunications staff, including Deputy Chief of Staff for Communications and PlanningMaria Comella, including with respect to communicating with the Governor. Kelly alsooversaw who sat in the Governor’s box in various stadiums for events, and Kellycommunicated with the Governor on this.Post-Sandy, in addition to establishing GORR, the Office hired eight new staffmembers within IGA, who worked in the field and interfaced with local officials on Sandyrelated issues. O’Dowd did not know these individuals by name. Post-Sandy, O’Dowd andothers in the Governor’s Office had weekly meetings to discuss Sandy-related issues. Ifthere was a particular Sandy relief issue that IGA’s staff in the field had learned about, Kellywould set up a call to address that.When asked about the decision to promote Kelly to Deputy Chief of Staff, O’Dowdsaid that Stepien thought that Kelly, who had served as Stepien’s number two for three and ahalf years, was perfect for the position. O’Dowd commented that, at that time, it was unclearwhether Stepien would return to the Office after the campaign and assume his formerposition at IGA.O’Dowd said that when Kelly became deputy, she assumed the full set ofresponsibilities that Stepien had previously had in that position. O’Dowd and the Governorboth viewed Kelly as qualified for the job.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4E.O’Dowd’s Relationship with Bill StepienO’Dowd said that his relationship with Stepien was fine, that they did not interactmuch, and that they did not have a social relationship. If they did interact, it was usually tosee what they each knew about the Governor’s position on a legislative matter in response toinquiries the Office received. When he became Chief of Staff, O’Dowd told Stepien that heshould continue to talk to the Governor directly on issues that Stepien had previouslyhandled, but should keep O’Dowd informed as necessary. O’Dowd added that Stepien was ahardworking guy who seemed to know what he was doing.O’Dowd said that the Governor and Stepien interacted frequently. O’Dowd said thatKelly, in her role as Deputy Chief of Staff, came to O’Dowd more often than Stepien had,but that Kelly also spoke to the Governor directly about certain matters. As an example, ifthe Governor was annoyed that a public appearance that IGA had organized did not go wellbecause of the crowd or because of a technical issue, the Governor would address that withKelly directly.Other than with respect to scheduling issues, O’Dowd did not interact with thecampaign, including with Stepien, who joined the campaign in or around April 2013.O’Dowd did not recall any discussions with the campaign about securing local electedofficials’ endorsements of the Governor, including whether the Office could help obtainsomeone’s endorsement.F.Relationship Between Stepien and KellyRegarding Stepien and Kelly’s relationship, it was O’Dowd’s understanding thatStepien and Kelly were very close, that Stepien had been the one who hired Kelly, and thatthey had volunteered for the campaign together. O’Dowd thought that, starting probablyaround Labor Day 2013, Kelly volunteered for the Governor’s reelection campaign at least4–5 nights a week, and possibly on weekends. At some point, Kelly asked O’Dowd aboutthe rules of the road with respect to volunteering for the campaign. After conveyingO’Dowd’s general understanding that it was okay to volunteer as long as it was not done onState time or with State resources, he referred Kelly to Matey. O’Dowd understood thatKelly did in fact talk to Matey about volunteering for the campaign. Regarding whetherKelly and Stepien developed a personal relationship, O’Dowd had heard rumors, but did notbelieve them.G.Interactions with the Port Authority of New York & New JerseyWhen asked if he had a professional relationship with anyone at the Port Authority ofNew York & New Jersey (the “Port Authority”), O’Dowd said that he had a relationship withDavid Samson, the Chairman of the Port Authority Board of Commissioners. O’Dowd didnot have a relationship with David Wildstein. The first time that O’Dowd recalled meetingPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5Wildstein was in December 2013. Wildstein was already working at the Port Authoritywhen O’Dowd became Chief of Staff. O’Dowd’s understanding was that Bill Baroni hadhired Wildstein.As for Baroni, O’Dowd knew Baroni when Baroni was a State legislator, but theywere not particularly friendly. O’Dowd taught a class at Seton Hall when he was at theUSAO and recalled running into Baroni, who was also teaching a class there at the time.O’Dowd thought that the next time that they interacted was after O’Dowd had returned to theGovernor’s Office. O’Dowd dealt with Baroni sporadically in 2012, and not much in 2013.Although Baroni called the Office frequently, almost without exception, O’Dowd told hissecretary to have McKenna and/or someone in the Authorities Unit take the call. As to moreimportant Port Authority business, Samson would generally call O’Dowd or McKenna, andone of them would relay the issue to O’Dowd. O’Dowd interacted with Samson when hehad to address Port Authority-related issues.When asked what types of Port Authority-related issues would rise to O’Dowd’slevel, O’Dowd recalled three examples. First, he dealt with the Port Authority around theend of 2012, regarding certain post-Sandy damage assessments. Second, in 2013, there wasa controversy about the use of Chinese steel for a bridge either under the Port Authority’s orDOT’s authority, and State Senator Stephen M. Sweeney complained to O’Dowd that, unlikeNew Jersey and the federal government, the Port Authority did not have a “buy America”policy. O’Dowd said that lawsuits were filed in connection with this event. BecauseO’Dowd was unfamiliar with the “buy America” policy, he asked Director of the AuthoritiesUnit Regina Egea to put together a memo for him on this issue so that he could get up tospeed. Third, O’Dowd was briefed on developments regarding the Port Authority’sacquisition of the Atlantic City Airport, which involved high-level communications andmeetings in or around September/October 2013 between and among the CEO of UnitedAirlines, the Governor, and Samson.II.Chronology of the George Washington Bridge EventsA.Spring 2013O’Dowd did not know about an attempt in the spring of 2013 to get Fort Lee MayorMark Sokolich to endorse the Governor. O’Dowd was not involved in, and did not knowabout, the process of getting endorsements from local elected officials, and would learnabout endorsements either right before or as they were announced.B.August 2013O’Dowd did not know about any plans or ideas for the lane realignment and had norole in the lane realignment.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6O’Dowd was not aware at the time of an August 2013 communication between Kellyand Wildstein about Fort Lee. O’Dowd first learned of Kelly’s August 13, 2013 email toWildstein on or around January 8, 2014, when the email was publicly released.O’Dowd did not talk to Kelly about the lane realignment at any point before or duringthe lane alignment. O’Dowd’s attention was directed to meetings and other communicationsthat he had with Kelly in August 2013.1 O’Dowd confirmed that these texts were unrelatedto the lane realignment.C.Early September 2013Regarding communications between him and Kelly in early September 2013, beforethe lane realignment, O’Dowd generally recalled that, at the time, the Governor wasparticipating in various boardwalk events that Kelly had organized. O’Dowd explained thatthe Governor was not happy with the logistics of these events because the Governor thoughtthat he had been overbooked and that the events were otherwise not well-organized.O’Dowd recalled discussing the Governor’s concerns with Kelly. O’Dowd confirmed thathis communications with Kelly at this time were not about the lane realignment.1First, regarding an August 12, 2013 calendar entry for a meeting between O’Dowd, Kelly, and SusanaGuerrero at the New Jersey Department of Education (the “DOE”), and an August 14, 2013 calendar entryregarding a phone call with the same participants, O’Dowd explained that these meetings concerned anunrelated educational issue—namely, the DOE’s Grant Program for school facilities projects in “RegularOperating Districts” (commonly referred to as “ROD grants”). In particular, these meetings concerned anissue in a school in Bergen County in State Senator Sarlo’s district and notifying Senator Sarlo that theschool was not eligible for a grant under the applicable statute. Kelly was involved in these DOE meetingsbecause it was a constituent service matter that involved a State legislator. At some point, an in-personmeeting was scheduled with O’Dowd, Kelly, Senator Sarlo, and his aide, so that O’Dowd and Kelly couldrelay to the Senator that the relevant school would not be receiving a ROD grant.O’Dowd’s attention was directed to an August 12, 2013 (10:37 PM) text from Kelly to O’Dowd that stated,“I may try to grab 5 minutes with you tomorrow. Just want you to have foresight to a few things,” to whichO’Dowd responded the next day (August 13, 2013) at 9:16 AM, “Ok. I’m around most of the day.”O’Dowd said that Kelly’s text was not about the lane realignment. O’Dowd did not specifically rememberKelly’s text to him, but recalled in general that he and Kelly were meeting around this time in connectionwith the ROD grant issue. O’Dowd recalled that an August 15, 2013 text from O’Dowd to Kelly, whichsaid, “can’t wait!!!,” was about an upcoming concert.O’Dowd’s attention was directed to two Friday, August 30, 2013 texts from Deputy Chief of Staff forPolicy and Cabinet Liaison Amy Cradic to O’Dowd relaying information about the first day of school.O’Dowd explained the context in which these texts were sent: on or around Friday through that weekend,which was Labor Day weekend, the Department of Environmental Protection detected a contaminant in apublic school and O’Dowd assisted in finding a temporary location to house the school’s students until thematter was resolved.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7D.September 9–13, 2013 – George Washington Bridge Lane RealignmentO’Dowd was not aware of, and did not communicate with anyone about, the GeorgeWashington Bridge lane realignment before or during the week of September 9–13, 2013.O’Dowd was not aware at the time of any reported attempts by Mayor Sokolich to contactthe Governor’s Office for assistance.O’Dowd did not specifically recall a story about the lane realignment published inThe Bergen Record on or around September 13, 2013. O’Dowd received the Office’s pressclippings, but did not always read them. O’Dowd said that he would not think anything of apress clip about a local traffic issue on the George Washington Bridge.O’Dowd did not attend a 9/11 Memorial event that the Governor attended. O’Dowddid not recall talking to Baroni on September 11, 2013.O’Dowd’s attention was directed to texts between him and Kelly during the week ofthe lane realignment. O’Dowd confirmed that these texts were not related to the lanerealignment and concerned unrelated issues, including about a State legislator’s request forfunds in connection with the Marcellus bridge,2 certain upcoming groundbreaking events inconnection with a bond initiative project that the State Legislature had recently approved,and the devastating Seaside fire that also occurred that week. O’Dowd elaborated that, afterthe Governor’s Office learned of the Seaside fire, the Governor and a number of Officeemployees, including Kelly and Comella, went to Seaside. This group visited Seaside a fewdays in a row, including possibly through the weekend. O’Dowd explained that Kelly wasinvolved in setting up a mobile cabinet for the Seaside events and that, while Comella andKelly were at Seaside, they updated him on the Governor’s events there.As for texts between Kelly and O’Dowd on September 13, 2013, O’Dowd confirmedthat these exchanges were not about the lane realignment; rather, they were discussing eventsthat Kelly was responsible for planning, likely in connection with the Seaside fire.32September 10, 2013 12:24 PM Text from O’Dowd to Kelly (“Will you call me re: Marcellus bridge overthe Passaic bridge.”); September 11, 2013 3:37 PM Text from Kelly to O’Dowd (“Spoke to Drennan. Theywant the full amount for the Marcellus Bridge that was removed from the budget. He’s sending me moreinfo, but that is the ask.”); September 11, 2013 3:54 PM Texts Between Kelly and O’Dowd (Regarding thelegislator’s ask in connection with the Marcellus Bridge, O’Dowd asks, “[s]o no study?” in confirming thatthe legislator was requesting money and not a study); Kelly, confirming what the ask was, responds,“Nope. The only study is for the Gloucester Improvement Authority request,” and, separately, “And thefull amount is $10 million for the bridge.”3O’Dowd’s attention was directed to a September 12, 2013 text from Kelly to O’Dowd that said, “On theflip side, Bill handled it well.” O’Dowd explained that this was a reference to Stepien’s reaction uponlearning that the Governor would be unable to attend a previously scheduled campaign event because hehad decided to go to Seaside in response to the fire there and that the Lieutenant Governor would have to(Cont'd on next page)PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8E.September 17, 2013 Wall Street Journal ArticleO’Dowd was asked about the September 17, 2013 article in the Wall Street Journalregarding the lane realignment. O’Dowd did not specifically recall this article, but addedthat he became aware of the lane realignment around this time from press accounts.O’Dowd confirmed that a September 17, 2013 text from him to Kelly regarding “adraft of the release,” concerned a draft press release in connection with an unrelated event—namely, an upcoming groundbreaking event in Newark regarding Panasonic. O’Dowdexplained that Kelly was responsible for organizing the logistics of the event, including itsattendees.F.Mid–Late September 20134When asked about a September 18, 2013 calendar entry noting a call with Samson,O’Dowd explained that the Governor had tasked Samson with talking to various cabinetmembers in the Administration to determine their second-term plans if the Governor wasreelected and that O’Dowd assisted Samson in this process. O’Dowd and Samson discussedsecond-term personnel issues throughout the fall and through December 2013. O’Dowd saidthat the September 18, 2013 call, assuming it occurred, would have been about this subject.Likewise, O’Dowd’s September 26, 2013 lunch meeting with Samson was also aboutsecond-term personnel decisions, as well as about planning the transition to the second-termmore generally, including O’Dowd’s potential nomination as Attorney General.G.October 1, 2013 Wall Street Journal ArticleO’Dowd was asked about the October 1, 2013 Wall Street Journal article thatincluded Port Authority Executive Director Patrick Foye’s September 13, 2013 email.O’Dowd did not specifically recall reading Foye’s email at this time. O’Dowd explained hisgeneral view that the Port Authority, as a structural matter, is a dysfunctional entity, andprobably has been for years. In addition, it was O’Dowd’s understanding that the(Cont'd from previous page)go to the campaign event in the Governor’s place. Regarding another September 12, 2013 text from Kellyto O’Dowd that said, “I’ve just come to see it more. Incredible,” O’Dowd believed that Kelly was referringto the Governor’s instinct, which proved right, to rearrange his schedule to go to Seaside when he learnedof the fire there.4O’Dowd’s attention was directed to two September 24, 2013 texts he received from Kelly. O’Dowd didnot specifically recall what those texts were about, although he believed that the reference to Lori wasabout someone’s request for tickets to a gubernatorial debate that the Office was unable to grant. O’Dowdsaid that the “Bill” in the texts would not have referred to Baroni, but he otherwise did not know to whomit referred.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9relationship between Wildstein and Baroni on the one hand, and Foye on the other, had neverbeen great and that there was a lot of tension between them. As such, O’Dowd generallydiscounted information coming out of the Port Authority, and explained that his focus insteadwas generally on the executive branch, including the Office’s cabinet members and variousdepartments. O’Dowd viewed the fact that the Foye email was leaked as evidence of thetension between Wildstein/Baroni and Foye, viewed the email itself as typical Port Authoritysquabbling, and did not think anything of it because those individuals often fought and haddramas play out in the press. O’Dowd believed that an October 2, 2013 text that he receivedfrom Stepien stating, “Patrick Foye is a bad guy,” was sent in the context of this historicaltension.H.Post-October 1, 2013O’Dowd was asked if he discussed the October 1, 2013 Wall Street Journal articleand/or the September 13, 2013 Foye email published in that article. At some point inOctober 2013, during one of O’Dowd’s and McKenna’s meetings with the Governor, theGovernor asked about the article and what this lane realignment was all about. At somepoint thereafter, McKenna explained to the Governor that he had talked to someone at thePort Authority, who had explained that the lane realignment was a traffic study that the PortAuthority had conducted.I.October 2, 2013 – Assemblyman John Wisniewski Announces UpcomingHearing Regarding the Lane RealignmentSouthwell asked O’Dowd about his contemporaneous recollection of AssemblymanJohn Wisniewski’s announcement on October 2, 2013, that he was going to hold a hearing onthe lane realignment. O’Dowd heard about the hearing, but at a later date. From Labor Dayto Election Day, O’Dowd was constantly talking to the State Legislature, and members of theState Legislature often undertook actions (such as calling for hearings) in an effort toinfluence the outcome of an election. This was especially true for the 2013 New Jerseyelection because all 121 State legislators and the Governor were up for reelection, which issomething that occurs only once every ten years. As such, O’Dowd generally discountedcertain events during that period as political.O’Dowd added that, the Wisniewski committee had been impaneled since March2013, and that, as the Chairman of the New Jersey Democratic State Committee,Assemblyman Wisniewski had often identified supposed crises that did not materialize. Inaddition, O’Dowd had to deal with, and was focused on, several other unrelated issues thatdominated O’Dowd’s schedule around this time.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 10J.October 16, 2013 – Port Authority Committee MeetingO’Dowd’s attention was directed to an October 16, 2013 email from Egea toO’Dowd, McKenna, and Drewniak. O’Dowd recalled that State Senator Loretta Weinbergwas threatening to issue subpoenas to Port Authority employees around this time.K.October 17–18, 20135O’Dowd’s attention was directed to an October 17, 2013 communication fromDrewniak to O’Dowd. O’Dowd recalled that this was about a press inquiry from The WallStreet Journal, which was seeking comment from Drewniak about whether Wildstein was atthe George Washington Bridge during the lane realignment.L.November 20136O’Dowd’s attention was directed to an email exchange between him and Samson onNovember 13–14, 2013, and a December 2, 2013 email to him from Samson. O’Dowdexplained that this email concerned Baroni’s replacement for the Administration’s secondterm. On or around November 13, 2013, Gramiccioni was informed that she would bereplacing Baroni as Deputy Executive Director of the Port Authority. From then untilBaroni’s resignation was secured, Samson frequently checked in with O’Dowd to see whenhe planned on informing Baroni of his resignation. These November and December 2013communications with Samson were about this.O’Dowd first learned that the Governor was going to replace Baroni, and that Samsonagreed with that decision, at some point before November 2013. O’Dowd thought that theGovernor wanted to replace Baroni because of general performance-based reasons.M.November 18, 2013 – Meeting with Senator WeinbergThe first time that O’Dowd recalled discussing the lane realignment was on or aroundNovember 18, 2013. That day, O’Dowd met with Senator Weinberg at the State Houseabout an unrelated legislative issue. After the meeting, as Senator Weinberg was leaving,she came back and came up close to O’Dowd. She then told O’Dowd that she was not sure ifhe was following the Port Authority issue, that she did not think that anyone in the5O’Dowd’s attention was also directed to an October 17, 2013 text message from Kelly—“Velez did well.A few cranky folks, but all in all, no real blow back.” This text was in response to a mobile cabinetmeeting that Kelly had helped set up and Kelly was commenting on one of the participant’s performance atthe meeting.6O’Dowd recalled that a November 4, 2013 text that he received, which said, “[t]ell everyone to callBridget,” was about figuring out the logistics of the Office’s election night event.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 11Governor’s Office had anything to do with it, but that those “two frat boys have to go.”O’Dowd assumed that Senator Weinberg was referring to Baroni and Wildstein. O’Dowddid not recall if he said anything in response during this brief interaction.N.November 19–22, 2013O’Dowd recalled that he was at a Republican Governors Association meeting inArizona with the Governor from around Tuesday, November 19, 2013, through Friday,November 22, 2013. On or about that Thursday (November 21) or Friday (November 22), oron both days, O’Dowd spoke to McKenna, who noted that Baroni was likely testifyingbefore the Wisniewski committee that upcoming Monday, November 25, 2013. O’Dowdrecalled telling McKenna that that was fine. O’Dowd explained that it was common forMcKenna or Matey to call O’Dowd, the principal contact with the State Legislature, to askhim to sign off before a high-level official in the Administration, such as a commissioner or acabinet member, testified before the Legislature. O’Dowd was generally not briefed on, orotherwise knew in advance, the substance of such a witness’s testimony. Before Baroni’stestimony, McKenna told O’Dowd generally that Baroni was going to discuss the trafficstudy, answer the committee’s questions, and explain “soup to nuts” what went on with thelane realignment. O’Dowd did not see the text of Baroni’s testimony before or after thehearing.O’Dowd believed that, around Friday, November 22, 2013, he mentioned to theGovernor that Baroni would be testifying before the Wisniewski committee, as it was notuncommon to tell the Governor if someone senior like Baroni would be testifying before alegislative committee.O’Dowd’s conversation with McKenna was not the first time that O’Dowd had heardthat the lane realignment was a “traffic study” as an explanation for what had occurred, butdid not recall specifically why he thought that or from whom he would have first heard it.When asked if there was any reason to think that there was anything out of the ordinaryabout such a study, O’Dowd said no. O’Dowd added that, to the contrary, the fact thatMcKenna was interfacing with Baroni gave O’Dowd confidence in the upcoming hearingbecause McKenna was non-political. McKenna also told O’Dowd that Nicole Crifo andindividuals from the Port Authority were involved in interfacing with Baroni in advance ofhis testimony.O.November 25, 2013 – Baroni’s TestimonyO’Dowd did not have time to listen to Baroni’s testimony. O’Dowd did not recall ifMcKenna checked in with him after Baroni’s testimony and did not recall discussing thehearing with Baroni.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 12P.November 30, 2013O’Dowd’s text message exchange with Kelly on or around November 30, 2013,concerned Kelly informing him that she would be out of the office for the next few days dueto a death in her family.Q.December 2, 2013 – Press Conference and Governor’s Nomination ofNew Attorney GeneralO’Dowd recalled that the Governor’s December 2, 2013 press conference was aboutpersonnel announcements for the Administration’s second term. At that press conference,the Governor announced O’Dowd’s nomination as the next Attorney General of New Jersey.O’Dowd first learned of his potential nomination in the summer of 2013, when the Governormentioned the prospect to him.R.Post-December 2, 2013 Press Conference7At some point after the December 2, 2013 press conference, O’Dowd, Drewniak, andthe Governor were in O’Dowd’s office, during which meeting Drewniak mentionedWildstein’s allegations. O’Dowd explained that this conversation about Wildstein’sallegations arose in the wake of the December 2, 2013 press conference because a reporterthere had asked the Governor about the lane realignment. During their conversation,O’Dowd recalled Drewniak mentioning the following statements that Wildstein had made toDrewniak—namely, (1) that Wildstein saw the Governor at a public 9/11 Memorial event,where Wildstein mentioned the lane realignment to the Governor; (2) that, in addition toDrewniak, Wildstein had also made this same claim to Kelly and Stepien; and (3) thatSamson and Baroni were also at the 9/11 Memorial event. The Governor responded that hewas at the 9/11 Memorial event, that he saw Wildstein, Baroni, and Samson there, but that hehad no recollection of anyone mentioning to him anything about a lane realignment and that,even if someone had, it would not have registered with him. O’Dowd did not recalldiscussing Wildstein’s resignation or a dinner between Drewniak and Wildstein at thismeeting, although he recalled learning of this dinner at some point after January 8, 2014.O’Dowd did not recall the Governor stating that he had spoken to Stepien about the lanerealignment and whether Stepien had any knowledge of, or involvement in, the lanerealignment.7O’Dowd’s attention was directed to a text message that he sent to the Governor on December 4, 2013,which said, “Got it. Will call bill now.” O’Dowd explained that this was in connection with somecontroversial statements made in connection with the DREAM Act and that this text was in response to theGovernor’s instruction to him to call either Bill Stepien or Bill Palatucci to address the issue.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 13S.December 6, 2013 – Meeting with Wildstein About His ResignationO’Dowd, who was on a family vacation in Florida from around December 6–11,2013, was not involved in securing Wildstein’s resignation.O’Dowd learned that Wildstein would be asked to resign at some point beforeDecember 6, 2013, but O’Dowd did not specifically recall how or when he learned this.O’Dowd suspected that Wildstein would be let go sometime after Baroni’s testimony. Whenasked if O’Dowd knew why Wildstein was asked to resign, O’Dowd explained thatWildstein and Baroni failed to properly communicate to relevant parties the implementationof the traffic study, that Baroni testified to that, and that this failure was viewed as the finalstraw. O’Dowd added that, at that point, it had already been decided that Baroni wouldresign at the end of 2013, and O’Dowd knew that Baroni’s replacement, Gramiccioni, did nothave a relationship with Wildstein. When asked who in the Governor’s Office knew aboutBaroni’s pending resignation on or around December 6, 2013, O’Dowd said that he, theGovernor, McKenna, and, possibly Samson knew.O’Dowd spoke to McKenna after McKenna’s meeting with Wildstein, but O’Dowddid not specifically recall when. During O’Dowd’s and McKenna’s conversation, McKennasaid that, during his meeting with Wildstein, Wildstein told McKenna that the traffic studywas Wildstein’s idea and legitimate, but that it was a mistake not to have informed the policebeforehand. Wildstein also told McKenna that Wildstein understood that the Fort Leesituation had become a distraction and, as a result, he would resign. McKenna said that thismeeting was pleasant and not contentious. At the time, it was intended that Wildstein’sresignation would be effective as of December 31, 2013.T.December 9, 2013 – Wisniewski Committee HearingSouthwell asked about O’Dowd’s awareness of the December 9, 2013 hearing beforethe Wisniewski committee. O’Dowd, who was on vacation at the time, did not listen to thistestimony, did not have any pre-awareness of, or discussions about, the substance of thetestimony, and did not have any discussions about the testimony thereafter.U.December 12, 20131.Meeting with the GovernorOn December 12, 2013, O’Dowd had a number of meetings scheduled. First, he hada meeting with McKenna and DCA Commissioner Richard Constable at the State Houseregarding Constable’s plans for the Governor’s second term.Thereafter, O’Dowd had a meeting with the Governor at Drumthwacket that wasunrelated to Fort Lee. When O’Dowd arrived at Drumthwacket for that meeting, he walkedPage 14PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthrough the dining room, where the Governor was finishing a meeting with Stepien.O’Dowd recalled that the Governor commented that the focus on the lane realignment issuehad become a distraction and instructed O’Dowd to talk to Kelly to determine whether shehad any knowledge of the lane realignment. O’Dowd then went upstairs and, at some pointoutside of Stepien’s presence, the Governor told O’Dowd that the Governor had beenquestioning Stepien about his knowledge of, or involvement in, the lane realignment, andthat Stepien explicitly denied any such knowledge or involvement. O’Dowd also believedthat the Governor told him at this time that the announcement of Stepien as the head of theNew Jersey Republican Party had been delayed.When asked why the Governor would be discussing the Fort Lee issue with Stepien,O’Dowd thought that, by this point, Drewniak had already told O’Dowd and the Governorabout Wildstein relaying his claims to Kelly and Stepien. In addition, by that time, there wasspeculation in the press that the lane realignment was political retribution. As such, it wouldhave been logical for the Governor to ensure that those working on his campaign and those inIGA were not involved with the lane realignment and, as such, it was logical to talk toStepien and Kelly, the Governor’s campaign manager and the head of IGA, respectively, todetermine this. Further, it was generally known that Baroni, Wildstein, Stepien, and MichaelDuHaime have known each other for a long time and are close, and that, more recently,Kelly had become friendly with this group. Thus, it made sense that the Governor would talkto Stepien to see if he knew anything about those individuals’ involvement in the lanerealignment.During O’Dowd’s and the Governor’s unrelated meeting, a story was released in thepress about an alleged conversation between Governor Christie and Governor Cuomo inwhich the former told the latter that Foye should back off on his investigation of the lanerealignment. O’Dowd confirmed that his text messages with Matey and Cuomo’s aideHoward Glaser, respectively, were about this news story.8 O’Dowd and the Governor brieflydiscussed this article and the Governor said that the allegations in the story were not true.After their meeting, O’Dowd and the Governor each returned to the State House. Atthat point, O’Dowd met with Senator Sweeney on an unrelated matter.8December 12, 2013 Text from Glaser to O’Dowd (“Call me plz time sensitive press inquiry.”); December12, 2013 Text from Matey to O’Dowd (“You are aware of WSJ article reporting call to Cuomo.”);December 12, 2013 Text from O’Dowd to Matey (“What does it say?”); December 12, 2013 Text fromMatey to O’Dowd (“They spoke privately and he told Cuomo Foy[e] ‘pressing too hard to get to thebottom’ of issue.”); December 12, 2013 Text from Matey to O’Dowd (“It’s on Dolan clips now.”);December 12, 2013 Text from O’Dowd to Matey (“With [the Governor] now.”).PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 152.Conversation with KellyBack at the State House, O’Dowd tried to meet with Kelly in person, but she was outof the office, taking care of her daughter, who had just had surgery. Thus, later that day,O’Dowd called Kelly when he was in a car on his way to the Governor’s office in Newark,where O’Dowd was scheduled to meet with Baroni that evening. During the call, O’Dowdasked Kelly if she knew anything about the lane realignment before it occurred. Kellyunequivocally denied any contemporaneous knowledge of the lane realignment. Kelly alsoasked O’Dowd why he was asking; O’Dowd responded that the Governor had directed himto talk to her. O’Dowd inquired further whether she had any text messages or emails on thesubject, and Kelly responded that she did not think so. Nonetheless, O’Dowd directed Kellyto review her text messages and emails and check if she had any evidence on the question.O’Dowd further instructed Kelly that she should let him know right away if she foundanything. Later that evening, O’Dowd called the Governor and informed him of Kelly’sdenial of any contemporaneous or before the fact knowledge of the lane realignment.3.Meeting with Baroni About His ResignationThat evening, December 12, 2013, O’Dowd and McKenna met with Baroni to discusshis resignation. McKenna had driven to Newark in a different car than O’Dowd. At themeeting, O’Dowd got straight to the point since O’Dowd understood from Samson and theGovernor that Baroni already knew that he would be asked to step aside at the end of theyear. O’Dowd did not think that Baroni was surprised by the meeting other than the timingof his resignation—Baroni was told that he had to resign the next day, December 13, 2013.O’Dowd told Baroni that Gramiccioni would be replacing him. Baroni apologized that thetraffic study had become such a distraction, and did not contest resigning.During the meeting, Baroni said that everything that he had said in his testimony wastrue, and reiterated that the traffic study was legitimate, although mistakes were made interms of not providing an appropriate “heads up” about the study. O’Dowd found Baronicredible, and did not consider this meeting to be the proper forum to further discuss the lanerealignment.During the meeting, Baroni asked about his severance package, to which O’Dowdresponded that he did not know what employees received when they left the Port Authority.Baroni also expressed concern that it would be hard for Baroni to get a new job. O’Dowdtold Baroni that DuHaime might be able to offer Baroni a temporary job until he could findother employment. O’Dowd also told Baroni that he should talk to Drewniak about aresignation statement, which O’Dowd understood the Governor would issue the followingday. O’Dowd learned that DuHaime offered a job to Baroni at some point before thisDecember 12 meeting.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 16At the end of the meeting, McKenna asked Baroni to send in Wildstein, who was atthe Newark office that day because McKenna had asked to meet with him. When Wildsteincame down to meet with McKenna, O’Dowd left the room and called the Governor, thenSamson, and then DuHaime to confirm to each of them that he had spoken to Baroni abouthis resignation. During his call with Samson, O’Dowd told Samson to expect a call fromBaroni about indemnification. O’Dowd told DuHaime either to call Baroni or that Baroniwould be calling DuHaime regarding DuHaime’s offer to hire Baroni. After those calls,O’Dowd joined the meeting with Wildstein and McKenna. O’Dowd introduced himself toWildstein because they had not previously been introduced. At that meeting, Wildstein wastold that his resignation would be effective the next day (December 13, 2013), rather than atthe end of the month.4.Conversation with GramiccioniAt some point that evening, after his meetings with Baroni and Wildstein, O’Dowdspoke to Gramiccioni on the phone, during which conversation O’Dowd told Gramiccioniabout his meeting with Baroni earlier that day. On the call, O’Dowd said that Baroni mightbe reaching out to Gramiccioni as his successor. O’Dowd and Gramiccioni also brieflydiscussed whether or not the Governor was going to hold a formal press conference the nextday or simply issue a press statement about Gramiccioni’s new position.V.December 13, 20131.Pre-Senior Staff MeetingO’Dowd first learned that the Governor would hold a press conference either on thenight of December 12, 2013, or on the morning of December 13, 2013.O’Dowd recalled that when he arrived at the State House the morning of December13, 2013, he first talked briefly with Gramiccioni in her office, at which point she told himthat she had heard from Baroni that there was an email indicating that Kelly hadcontemporaneous knowledge of the lane realignment. When asked if his conversation withGramiccioni was cause for concern in light of O’Dowd’s conversation with Kelly the daybefore, O’Dowd said that it was not. O’Dowd had asked Kelly to review her emails and thenfollow up with him that day, and it was still early in the morning.Shortly after his meeting with Gramiccioni, O’Dowd received a text message fromthe Governor instructing O’Dowd to convene senior staff and Drewniak in the Governor’soffice for a meeting at 10 a.m. O’Dowd asked a secretary to pass that message along to thesenior staff. O’Dowd did not reach out to Kelly before the senior staff meeting becauseO’Dowd was planning on meeting with Kelly afterwards.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 172.Senior Staff MeetingO’Dowd thought that everyone on senior staff was present at the December 13, 2013meeting except Ferzan, who was away that day. O’Dowd described the setup of the meeting:everyone other than the Governor was sitting, with O’Dowd immediately to the Governor’sright, and McKenna immediately to the Governor’s left, which was where the two of themgenerally sat in relation to the Governor. The Governor stood at the head of the table. At themeeting, the Governor explained that he was upset in general about the way that the Officehad been performing since the election. The Governor said that, along with the success thatthe Administration was experiencing came greater scrutiny, and that a spotlight praising theAdministration one day could quickly become a search light the next. O’Dowd explainedthat he understood that the purpose of the meeting was to serve as a wakeup call to seniorstaff regarding their overall post-election performance and to address the lane realignmentand the press scrutiny surrounding it in particular.O’Dowd recalled that the Governor then explained that he was going to hold a pressconference that day to put the lane realignment issue to bed. The Governor said that ifanyone had any knowledge of, or involvement in, the lane realignment that they had to comeforward with that information before the press conference. The Governor said that this wasthe time to speak up because the situation was about to go to a whole new level, as theGovernor was going to hold a press conference later that day and tell everyone about thismeeting. As he said this, the Governor looked around the room and made eye contact witheach person. The Governor then explained that he, O’Dowd, and McKenna would be in theirrespective offices for the next hour and a half until the press conference began. O’Dowdrecalled that the Governor made clear that this meeting was the venue in which to comeforward, or, alternatively, to see the Governor, McKenna, or O’Dowd before the pressconference began.O’Dowd said that this meeting was unlike any meeting he had ever had with theGovernor. In all respects, O’Dowd said, the environment was unusual. When asked why themeeting was out of the ordinary, O’Dowd elaborated that it was the first time that he recalledthe Governor questioning his senior staff about whether there was something that theGovernor did not know, although it was not the first time that O’Dowd had seen theGovernor agitated. O’Dowd said that the Governor seemed upset about the communicationsstrategy in response to the lane realignment, and that he wanted to put the matter behind theOffice in a definitive way since there was no proof of anything improper or any involvementby Office employees. The Governor, however, did not want to make such an announcementuntil he asked his staff whether anyone knew anything and was assured that he was not beingmisled. It was obvious to O’Dowd that the Governor had nothing to do with the lanerealignment, and that the Governor wanted to make sure that no one else in the Office wasinvolved.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 18No one said anything in response to the Governor at the meeting. O’Dowd did notrecall others’ demeanor in the meeting because he was at the head of the table, looking at theGovernor, which meant that everyone else was behind O’Dowd. As everyone was leavingthe meeting, O’Dowd observed that people seemed taken aback in response to theGovernor’s general criticisms of the Office’s post-election performance.3.Post-Senior Staff Meeting and Pre-Press ConferenceShortly after the meeting, O’Dowd went to Kelly’s office and asked if she hadreviewed her emails, to which Kelly replied she had. O’Dowd recalled that Kelly was sittingat her desk and he was standing over it. Kelly told O’Dowd that she found one email, whichshe showed in hard copy to O’Dowd. O’Dowd said that it was an email from ChristinaRenna to Kelly that Kelly had then forwarded to Wildstein. Renna’s email in the chainrelayed a message from Evan Ridley in IGA that the Mayor of Fort Lee had called tocomplain about the traffic and that the Mayor sounded annoyed.9 Kelly explained toO’Dowd that forwarding this email to Wildstein was typical, as Kelly’s responsibilitiesincluded notifying the appropriate entity/individual of an issue that a local official brought toIGA’s attention. O’Dowd said that, on its face, Mayor Sokolich’s message clearly concernedan issue involving the Port Authority such that Kelly would know to forward it to Wildstein.O’Dowd said that the date of the email was September 12, 2013, and thus thought that thiswas the email that Baroni had speculated existed showing Kelly’s contemporaneousknowledge of the lane realignment. O’Dowd then asked Kelly if she had any otherknowledge of, or involvement in, the lane realignment other than this email, and Kellyresponded that she did not. O’Dowd asked Kelly if she had looked through her work andpersonal email accounts, and her phone, to see if there was anything else about the lanerealignment, which Kelly said she did. O’Dowd said that Kelly was a bit defensive at thispoint and that, in response to O’Dowd asking Kelly whether this was the only document shehad about the lane realignment, Kelly said yes, this was all she found, and that shesometimes deletes her emails. O’Dowd then told Kelly to keep looking through her emailsand phone and that he would be in his office if she wanted to tell him anything else.O’Dowd took the September 12, 2013 email with him and left Kelly’s office. When asked ifanyone else was present in this meeting, O’Dowd recalled that Kelly’s office door was openduring the meeting and that Stepien may have been near or around the office while themeeting was going on, as Stepien was at the State House that day for the press conference.When asked why O’Dowd did not question Renna and/or Ridley about theirknowledge of or involvement in the lane realignment after seeing the September 12, 20139The version of the email that Kelly showed O’Dowd did not contain any commentary other than in theinitial email from Renna to Kelly. In particular, this version of the email did not contain Kelly’s “Good.”response to Renna.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 19email, O’Dowd explained that this email chain did not strike him as unusual. O’Dowdelaborated that Renna and Ridley would have been the natural recipients in IGA of acomplaint that IGA received from a local official, and, in the course of their responsibilities,would have been the ones to relay any such complaint to their boss, Kelly. When asked ifO’Dowd ever discussed this meeting with Renna, O’Dowd replied that shortly before Rennaleft the Office on or around January 30, 2014, she told O’Dowd that, at some point, Kellyhad told Renna about this meeting and that Kelly had denied to O’Dowd any involvement inor prior knowledge of the lane realignment.A short while after this meeting, Kelly came to O’Dowd’s office. Kelly said she wasconcerned about what the Governor thought of her and asked O’Dowd whether the Governorhad lost confidence in her. She asked O’Dowd if she needed to talk to the Governor.O’Dowd responded that it was her decision—a response prompted, in part, by the fact thatKelly was habitually concerned about how she was perceived by the Governor and O’Dowdwas anticipating soon leaving the Governor’s Office.Before the press conference, O’Dowd reported his meetings with Kelly to theGovernor, including that Kelly continued to deny any involvement in the lane realignment,as she had done the day before. O’Dowd also described and showed the Governor theSeptember 12 email that Kelly had provided to O’Dowd. O’Dowd told the Governor thatthis email was consistent with Kelly’s denial of any involvement in or prior knowledge of thelane realignment.At the time, O’Dowd gave Kelly the benefit of the doubt and had no reason to thinkthat she was lying about her knowledge of or involvement in the lane realignment. O’Dowdnoted that Kelly had been at the State House for a long time, and was someone who O’Dowdbelieved at the time cared deeply about the Governor and the Administration.O’Dowd did not recall meeting with anyone else before the press conference.O’Dowd did not recall if he spoke to McKenna before the press conference, but O’Dowdmay have subsequently learned that Drewniak spoke to McKenna before the pressconference.4.Press ConferenceDuring the press conference, Kelly, who was standing about fifteen feet fromO’Dowd, texted O’Dowd, again asking him whether or not she should speak to the Governorto make sure he had not lost confidence in her. O’Dowd did not respond.5.Post-Press ConferenceAfter the press conference, Kelly came back to O’Dowd’s office with anotheremail—this time, a September 23, 2013 email from Jeanne Ashmore in the Governor’sPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 20Office of Constituent Relations to Kelly, forwarding without comment a letter from SenatorWeinberg to Port Authority Commissioner William “Pat” Schuber, which Kelly thenforwarded to Wildstein without comment. At this point, O’Dowd was upset because Kellyhad told him before the press conference that she had no other emails regarding the lanerealignment. O’Dowd was not upset over the substance of the email, which was stillconsistent with Kelly’s claim that she had no prior knowledge of the lane realignment; rather,he was upset because he could not understand how Kelly had not already found this emailbecause Kelly had been searching through all of her emails and texts since the night beforepursuant to O’Dowd’s instructions. At that point, O’Dowd directed Kelly to keep lookingthrough her emails and documents to see if there was anything else about the lanerealignment therein. O’Dowd relayed this meeting and second email to the Governor eitherlater that day or the next day, on December 14, 2013.O’Dowd’s attention was directed to texts between him and Kelly after their post-pressconference meeting, in which texts Kelly told O’Dowd that she had to leave work early thatday to take care of her kids. O’Dowd believed that, because he had just reprimanded Kelly,and it was obvious that O’Dowd was upset with her, Kelly probably did not want to tell himthis in person.O’Dowd generally recalled speaking to Egea around this time about whether shewould keep the same assistant as O’Dowd when she became Chief of Staff.W.December 14, 2013On December 14, 2013, O’Dowd had a telephone conversation with DuHaime.During that call, DuHaime said that he had talked to Wildstein earlier that day and thatWildstein had reiterated to DuHaime that the lane realignment was Wildstein’s idea, that itwas a legitimate traffic study, and that there was no merit to the allegations suggestingotherwise.O’Dowd also spoke to Stepien on December 14, 2013. During that conversation,Stepien said that, at a Christmas party the night before—on December 13, 2013—Assemblyman Wisniewski told Woodbridge Mayor John McCormac that he (Wisniewski)either had or was aware of a document that showed that someone in the Governor’s Officeknew about the lane realignment. O’Dowd believed that he then told Stepien about theSeptember 12, 2013 document that Kelly had shown O’Dowd the day before (December 13,2013), and that O’Dowd and Stepien both concluded that this must have been the email towhich Assemblyman Wisniewski was referring. It was O’Dowd’s understanding thatStepien had also told the Governor that day about Assemblyman Wisniewski’s statement.Later that day, on December 14, 2013, O’Dowd spoke to the Governor on the phoneabout O’Dowd’s conversations earlier that day with DuHaime and Stepien, respectively.During this call, O’Dowd and the Governor concluded that the September 12, 2013 emailPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 21was the email that Baroni and Assemblyman Wisniewski had referenced to others as theemail suggesting that someone in the Governor’s Office had knowledge of the lanerealignment. O’Dowd came away from this call with the understanding that they had finallygotten to the bottom of the issue.X.January 8, 20141.Kelly’s Emails Revealed in The Bergen RecordOn the morning of January 8, 2014, Comella called O’Dowd and told him to goonline because an email from Kelly about a traffic study had been released to the press.Either during this call or around the same time (O’Dowd did not specifically recall), Comellatold O’Dowd either that she would tell the Governor about the leaked email or that shealready had. Also that morning, Kelly tried calling O’Dowd, but they did not connect.O’Dowd understood that Comella spoke to Kelly at some point that morning about the pressbeing outside of Kelly’s house, and that Comella told Kelly to stay home and that the Officewould get back to her.That morning, on January 8, 2014, O’Dowd also spoke to the Governor about theleaked email. The Governor was stunned and instructed O’Dowd to convene a meeting thatday at Drumthwacket. The Governor told O’Dowd who to invite to the meeting.2.Meeting at DrumthwacketWhen O’Dowd arrived at Drumthwacket later that day, there was a stack of theemails that had been publicly released that morning. O’Dowd reviewed those emails and thearticles in which they appeared later that day.O’Dowd explained that everyone at the meeting at Drumthwacket was in “shock” and“spinning,” as they could not believe that something like this could come out after theGovernor’s December 13, 2013 meeting, which was the chance to come clean. O’Dowd saidthat the Governor was outwardly emotional and welled up in tears. At the meeting, theGovernor asked those assembled whether there was anyone else who knew anything aboutthe lane realignment, and the answer was, no. O’Dowd sensed that no one could believe thatthey were sitting in that meeting and that it was a surreal environment. O’Dowd thought thatthere were approximately 10–12 people in the room at the time, but he did not specificallyrecall who was there. More people arrived at Drumthwacket as the day progressed.January 8, 2014, was an extremely chaotic day, and O’Dowd was affected on apersonal level for multiple reasons. First, he received calls from legislators as to whether hisAttorney General confirmation hearings, which were scheduled to begin the following week,should be postponed. Second, Kelly had worked for O’Dowd, and O’Dowd had questionedher about the lane realignment. O’Dowd was angry that Kelly had lied to him.Page 22PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTO’Dowd recalled a discussion about whether the Office should try to speak to Kelly.O’Dowd said that there was a quick consensus that it would not be appropriate to have adialogue with Kelly. O’Dowd did not remember who led that discussion, but generallyrecalled that those involved did not want to allow for any suggestion that the Office wastrying to coach or influence Kelly. Moreover, at that point, it was too late to have adiscussion with Kelly because it was now clear that she had lied to him and the Office abouther involvement in the lane realignment. Thereafter, the Governor directed his new ChiefCounsel, Chris Porrino, to call Kelly the following day (on January 9, 2014) to terminate heremployment.There was also a discussion about whether Kelly and Stepien should have attorneysto help them navigate the media onslaught that had already begun in connection with the lanerealignment. O’Dowd did not recall who led this discussion. O’Dowd recalled that WalterTimpone and Kevin Marino were mentioned as potential lawyers for Kelly and Stepien, buthe did not recall who mentioned these names or who called either of them and what came ofthat discussion. O’Dowd was not involved in contacting these attorneys. O’Dowd said thatthis discussion was not related to any suggestion that there had been unlawful activity inconnection with the lane realignment.O’Dowd recalled that there was also a meeting between Porrino, Matey, andDrewniak at Drumthwacket that day (January 8, 2014). O’Dowd thought that the Governorhad asked Porrino to have this meeting, and that the three of them met for over two hours in aseparate room at Drumthwacket. O’Dowd did not know the purpose of this meeting, butthought that it was in line with trying to figure out who else knew what. When asked ifDrewniak was viewed as close to Kelly, Stepien, Wildstein, and/or Baroni, O’Dowd said thathis understanding was that Drewniak had a relationship with Wildstein and Baroni, and thatDrewniak was going to be the press secretary at the Port Authority, but that Drewniak did nothave a relationship with Kelly or Stepien. O’Dowd generally recalled learning about thisDrewniak interview, and that his general impression at the time was that Drewniak was notinvolved with the lane realignment.Regarding what else occurred at Drumthwacket on January 8, 2014, O’Dowd saidthat there was a discussion over severing ties with Stepien. According to O’Dowd, theGovernor instructed DuHaime to go talk to Stepien, who was not at Drumthwacket, whichDuHaime did. Subsequently, DuHaime returned to Drumthwacket. At some point, aftermuch discussion, the Governor decided to sever ties with Stepien. O’Dowd said that theGovernor was unequivocal about that decision, but that the Governor did want to discusshow to publicly communicate that fact. O’Dowd explained that while it was clear from thepublicly released emails that Kelly had lied about her involvement in, or knowledge of, thelane realignment, the evidence was less clear at that point as to whether or not Stepien hadlied about having prior knowledge of or involvement in the lane realignment, although thereleased emails suggested that Stepien might have known more about the situation. O’DowdPage 23PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTsaid that, regardless, the Governor knew that he had to sever ties with Stepien because thepublicly released emails showed Stepien in a poor light given his potential roles.On January 8, 2014, there was also a discussion at Drumthwacket as to whether theGovernor would hold a press conference that day or on January 9, 2014. Once it wasdecided that the Governor would speak on January 9, those at Drumthwacket participated ina mock Q&A session with the Governor, which was how the day at Drumthwacket ended.During this session, the Governor became very emotional again.III.Superstorm Sandy Aid AllegationsO’Dowd had not previously heard about or discussed the allegations that HobokenMayor Dawn Zimmer had recently alleged against the Lieutenant Governor in connectionwith Superstorm Sandy aid and the Rockefeller Group. O’Dowd was shocked when he readMayor Zimmer’s allegations and he did not believe them.IV.Document Retention NoticesO’Dowd received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Orsen Interview MemorandumOn January 23, 2014, January 27, 2014, February 12, 2014, and February 18, 2014,Melissa Orsen was interviewed by Randy M. Mastro, Alexander H. Southwell, ReedBrodsky, Rachel Brook, Sarah L. Kushner, and/or Alyssa Kuhn of Gibson Dunn. Orsen wasnot represented by counsel during the interview. All information contained herein wasprovided by Orsen or as indicated. Orsen has not read or reviewed this memorandum andhas not adopted or approved its contents. Mastro began the interview by administering thestandard Upjohn warnings per Gibson Dunn protocol, and requesting that Orsen refrain fromdiscussing the investigation and interview with others. Orsen stated that she agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Professional BackgroundIn 1997, Orsen graduated from the University of Delaware, and in 2000, she receivedher J.D. from Widener University School of Law. Shortly after graduating from law school,Orsen, who had always wanted to work for the State, joined the Attorney General’s Officefor the State of New Jersey.While at the Attorney General’s Office, one of Orsen’s main clients was theDepartment of Community Affairs (“DCA”). Around 2003, Orsen left the AttorneyGeneral’s Office and became Chief Counsel for the Council on Affordable Housing, a unitwithin DCA. In 2010, Orsen joined DCA as Commissioner Lori Grifa’s Chief of Staff. InMarch 2012, Orsen joined the Governor’s Office as Lieutenant Governor KimberlyPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGuadagno’s Deputy Chief of Staff, and, shortly thereafter, became the Lieutenant Governor’sChief of Staff.Orsen is not a political person. At one point, she was a registered Democrat, butthought that she might currently be a registered Independent. Orsen’s political affiliationsnever came up when she joined the Governor’s Office. She assumed that the Office thoughtthat she was liberal leaning because she had previously worked under Grifa, but Orsenreiterated that she is not political.B.Role and ResponsibilitiesBy way of background, Orsen explained that the Lieutenant Governor of New Jerseyalso serves as the Secretary of State. Orsen stated that the Lieutenant Governor serves threeroles: (1) the Lieutenant Governor is involved in securing, retaining, and expandingbusinesses in New Jersey; (2) in her capacity as Secretary of State, the Lieutenant Governorinteracts with various constituency groups, including minority groups, business groups,veterans groups, and labor groups; and (3) the Lieutenant Governor attends events on behalfof the Governor’s Office.As Chief of Staff, Orsen assists the Lieutenant Governor both in terms of herschedule and message. Part of Orsen’s job is to make sure that the Lieutenant Governor is upto date on what is going on in the Governor’s Office given that the Lieutenant Governor isoften on the road and unable to attend meetings.As Chief of Staff, Orsen is not immersed in policy within the Governor’s Office, soshe often does not know the politics behind the Lieutenant Governor’s schedule. Instead, inconnection with coordinating the Lieutenant Governor’s schedule, Orsen serves as amiddleman, often between the Lieutenant Governor, the Legislative and IntergovernmentalAffairs (“IGA”) unit within the Governor’s Office, and the Governor’s reelection campaign.Orsen said she typically did not ask why the Lieutenant Governor was sent on particulartours or to particular events, but occasionally, if the Lieutenant Governor pushed back, Orsenwould call IGA for an explanation.Orsen had no knowledge of who, if anyone, the Governor’s Office soughtendorsements from and did not know if Hoboken Mayor Dawn Zimmer was ever asked toendorse the Governor.II.Superstorm Sandy AidOrsen explained that the Lieutenant Governor played no role in administering Sandyaid. While the Lieutenant Governor was generally aware of Sandy aid and relevant programsin connection with certain events in particular communities, the Lieutenant Governor had norole in determining how Sandy relief would be distributed. Orsen and the LieutenantGovernor did not often discuss Sandy relief.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTThe Lieutenant Governor has attended some of the Governor’s Office’s Sandy reliefweekly meetings. Orsen almost always attended these meetings because it was helpful forthe Lieutenant Governor to be kept abreast of the issues when on the road. Orsen explainedthat if it was announced, for example, that a restaurant received a specific grant, theLieutenant Governor might visit that restaurant if she was in the community and knew todiscuss the grant. Orsen said that when the Lieutenant Governor attended the Sandy reliefmeetings, she generally did not participate, though she occasionally asked questions. Neitherthe Lieutenant Governor nor Orsen took notes during the meetings, which generallyhighlighted what the Governor needed to be aware of in the upcoming week.When asked whether the Governor’s Office based Sandy relief decisions on politics,Orsen said, “No.” Orsen had no knowledge of any discussions linking Sandy aid to localsupport for private economic development made on the basis of political connections. Orsensaid that, to her knowledge, none of the decisions made in the Sandy relief weekly meetingswere based on politics.It was part of the Lieutenant Governor’s job to visit communities and talk toconstituents, but if any conversations related to Sandy relief, the Lieutenant Governor wouldprobably relay the information back to IGA or the Governor’s Office of Recovery andRebuilding (“GORR”). There were occasions when the Lieutenant Governor would getinvolved in areas that were not her primary areas of focus, but Orsen did not recall theLieutenant Governor doing that with respect to Sandy relief because it had too many movingparts and was very complex. While the Lieutenant Governor’s inclination has been to try tohelp, when it came to Sandy relief, Orsen recalled that the Lieutenant Governor generallyreferred any questions or issues to others responsible.III.Superstorm Sandy Aid AllegationsA.Background on the May 13, 2013 ShopRite EventOrsen explained how the Lieutenant Governor’s office would prepare the LieutenantGovernor for a public event like the May 13, 2013 ShopRite event. The office would preparea briefing for each such event and meeting that the Lieutenant Governor was scheduled toattend. The briefings staff would obtain information about the event or meeting from theappropriate department, on-the-ground team, and, if relevant, Sandy staff, so that theLieutenant Governor would be familiar with what could be discussed at the meeting or event.IGA would let Orsen know if there was anything happening at the local level of which theLieutenant Governor should be aware.Orsen said that the Lieutenant Governor and Mayor Zimmer knew each other and hada friendly, professional relationship. Orsen said that the Lieutenant Governor’s relationshipwith Mayor Zimmer did not change after the May 13, 2013 ShopRite event. Orsen did notrecall the Lieutenant Governor ever saying anything negative about Mayor Zimmer.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTOn May 10, 2013, Orsen attended the senior staff retreat at Drumthwacket inPrinceton, New Jersey. Orsen explained that the senior staff has a retreat every three monthsto discuss outstanding policy issues. Orsen explained that the retreat had a pre-set agendawith presentations prepared by members of the senior staff. Orsen said that typically, thePolicy Office had the largest role during the retreat.Orsen recalled arriving at the senior staff retreat around lunch time on May 10, 2013,leaving around 9:00 p.m. or 10:00 p.m. that night, and returning the next morning. TheLieutenant Governor also attended the senior staff retreat. Orsen did not recall the May 13,2013 ShopRite event or the Rockefeller Group’s development project in Hoboken coming upduring the retreat. Orsen said that had there been a presentation on economic development,she would have probably remembered it, because that was a subject about which Orsen wasknowledgeable.B.May 13, 2013 – The ShopRite EventHad the May 13, 2013 ShopRite event not been the subject of recent public scrutiny,Orsen would likely not have remembered that the Lieutenant Governor attended that event.Only after refreshing her recollection by reviewing her emails did Orsen recall that MayorZimmer had asked to meet with the Lieutenant Governor at the ShopRite event. Orsenexplained that these events were very common—they happened on a daily basis—so therewas no reason for this event to stand out.Orsen did not travel with the Lieutenant Governor and did not attend the ShopRiteevent. Orsen noted that she talks to the Lieutenant Governor often, but that the LieutenantGovernor never discussed her May 13, 2013 meeting with Mayor Zimmer. Orsen did notrecall talking to Luciana DiMaggio about the event, and did not recall emailing with herbefore the event until Orsen looked back through her emails. Orsen said that she was surethat she followed standard protocol and told IGA that Mayor Zimmer requested a meeting.Orsen explained that it is her practice to check with IGA before the Lieutenant Governormeets with an official.C.January 17–18, 2014 – MSNBC Inquiry & Interview of Mayor ZimmerOn Friday afternoon, January 17, 2014, Orsen was in the Lieutenant Governor’soffice with the Lieutenant Governor and her scheduler, when Michael Drewniak, the PressSecretary for the Governor’s Office, came to the Lieutenant Governor’s office and said thatMSNBC was going to report that Mayor Zimmer was alleging that the ChristieAdministration had threatened to withhold Sandy aid funds unless Mayor Zimmer movedforward with a Rockefeller Group development project. Orsen said that the LieutenantGovernor immediately denied Mayor Zimmer’s allegations. The Lieutenant Governor saidthat she thought she recalled the encounter to which Mayor Zimmer must have beenreferencing. The Lieutenant Governor said that it was Mayor Zimmer who linked thePage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRockefeller Group project with Sandy aid, and that the Lieutenant Governor told MayorZimmer the two were absolutely not linked. The Lieutenant Governor said that she andMayor Zimmer had a tense discussion, that Mayor Zimmer discussed building costly valvesor pumps in Hoboken as a flood mitigation measure and said that she needed more Sandyaid. Mayor Zimmer tried to connect these valves to the Rockefeller Group project,wondering aloud whether Hoboken’s Sandy aid had been affected by the Rockefeller Groupproject not moving forward. In response, the Lieutenant Governor told Mayor Zimmer thatthere was no connection, and if Mayor Zimmer said there was, she would be wrong, and theLieutenant Governor would say so.Orsen noted that economic development is within the Lieutenant Governor’s comfortzone and that when Orsen started at the Office in the spring of 2012, someone from theLieutenant Governor’s office was working with Mayor Zimmer on development projects.But Orsen did not remember the Rockefeller Group project ever being discussed.Orsen said that senior staff had a retreat the Friday before the ShopRite event andspeculated that the Lieutenant Governor probably just mentioned at some point to MayorZimmer that she had seen the Governor there. Orsen explained that a statement that theLieutenant Governor had seen the Governor was the kind of thing the Lieutenant Governorwould occasionally bring up in conversation. Orsen stated that she had never heard theLieutenant Governor mention the Governor’s name to ratchet anything up.After Drewniak left, the Lieutenant Governor asked Orsen to provide Drewniak alldocumentation reflecting how many times the Lieutenant Governor had been to Hoboken.Orsen gave Drewniak the documents, and then called Chris Porrino, Chief Counsel in theGovernor’s Office, and asked if he wanted Orsen, or someone else, to gather moreinformation about what happened at the May 13, 2013 ShopRite event. Porrino told Orsenthat she could gather the relevant information.On January 18, 2014, sometime after her son’s basketball game, which was at noonor 1 p.m., Orsen called DiMaggio. At the time, DiMaggio was gathering documents for theLieutenant Governor. Orsen told DiMaggio that she (Orsen) needed to talk to DiMaggioabout what she recalled from the ShopRite event. DiMaggio said that, after the ShopRiteevent, the Lieutenant Governor and Mayor Zimmer walked behind the State trooper’ssuburban and the Lieutenant Governor and Mayor Zimmer had a serious conversation for afew minutes. DiMaggio was standing near IGA Regional Director Evan Ridley. DiMaggiotold Orsen that, after their conversation, the Lieutenant Governor got back in the suburbanand said that she had to be firm and tell Mayor Zimmer to “play ball.” Orsen askedDiMaggio if she was sure that that was what the Lieutenant Governor said and if she knewwhat the Lieutenant Governor was referencing. DiMaggio said she could not be 100%certain that that was what the Lieutenant Governor said, but that the phrase stuck in her head.Orsen provided notes that she took during her call with DiMaggio that confirm thatDiMaggio was not “100% sure.”Page 6PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTAfter she got off the phone with DiMaggio, Orsen called Porrino and told him aboutDiMaggio’s recollection. Orsen did not tell the Lieutenant Governor.D.The Rockefeller Group ProjectOrsen said that the Lieutenant Governor’s office was not involved or engaged in theRockefeller Group project. Orsen did not recall the Lieutenant Governor ever engaging inanything related to the Rockefeller Group project. She noted that when the LieutenantGovernor talked about the allegations, she often mistakenly referred to the RockefellerGroup as “Black Rock,” reflecting that she was not familiar enough with the development toeven know the developer’s correct name.After looking through her emails, Orsen determined that the Rockefeller Groupproject came up in the Lieutenant Governor’s office on rare occasions, when others reachedout to the Lieutenant Governor.In March 2012, when Orsen first joined the Lieutenant Governor’s office and beforeshe was Chief of Staff, Grifa, an attorney for the Rockefeller Group at the time, emailedOrsen and said that the Rockefeller Group would “consent to confidential discussion [sic] ofspecific client for Hoboken site.” Orsen responded that she would get back to Grifa. Laterthat month, Orsen, then-Deputy Chief of Staff, sent an email to her predecessor indicatingthat the Rockefeller Group wanted to meet with the Lieutenant Governor. Orsen did notrecall any such meeting occurring.In May 2012, Orsen sent an email to Matthew McDermott and Judy Larkin relayingthat Grifa emailed her and said that Grifa’s client, Leslie Smith, Executive Vice President atthe Rockefeller Group, had approached Grifa and the Lieutenant Governor at a BASF event,was inappropriate, and tried to “push[]” the Lieutenant Governor to meet with him regardingHoboken. Grifa told Orsen that the Lieutenant Governor “seemed put off” and told Smiththat she had already met with the Rockefeller Group and knew the issues. Orsen wrote in theemail, “Good for her.” Orsen recalled that Grifa was embarrassed that her client was being“inappropriate.” Orsen did not know when the Lieutenant Governor met with anyone at theRockefeller Group about Hoboken.On August 14, 2013, Grifa sent a letter to the Lieutenant Governor and asked her toappear in a video testimonial on behalf of the Rockefeller Group’s development proposal.The Lieutenant Governor declined. Orsen did not recall if scheduling declined the invitationor if Orsen herself told Grifa absolutely not on the Lieutenant Governor’s behalf.Orsen also said that John Sette, Chairman of the Morris County Republican Party,contacted the Lieutenant Governor in January 2014 and asked to meet with her about theRockefeller Group. Orsen did not know what Sette’s role was vis-à-vis the RockefellerGroup and did not know if he requested meetings specifically to discuss the RockefellerGroup’s project in Hoboken. Orsen called Sette and told him that he should engage thePage 7PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTBusiness Action Center first, which was responsible for doing the leg work with privatedevelopment before the Lieutenant Governor’s office would get involved. The meetingnever took place. Orsen did not recall speaking to the Lieutenant Governor about theRockefeller Group project outside of these instances.IV.Bridget KellyA.Relationship with Bridget Kelly – GenerallyOrsen has known Bridget Kelly since in or around 2010, when Orsen was Chief ofStaff of DCA. In or around March 2012, when she became the Lieutenant Governor’s Chiefof Staff, Orsen worked closely with Kelly and Bill Stepien on coordinating the LieutenantGovernor’s schedule.During their time in the Governor’s Office together, Orsen and Kelly developed afriendship and connected over their common status as working women. Orsen thought thatKelly and her husband divorced early on in the Administration, before Kelly and Orsen werefriendly.B.Kelly’s Relationship with StepienOrsen said that Stepien and Kelly were close friends and that Kelly was in awe ofStepien. Kelly viewed Stepien as a political genius and viewed herself as Stepien’s protégé.Orsen recalled that Kelly and Stepien frequently socialized after work.In or around the spring of 2013, Kelly informed Orsen that Kelly was having aromantic relationship with Stepien and that Stepien was the one who had instigated it. Orsenunderstood that Kelly’s and Stepien’s romantic relationship began in or around the spring of2013, after Stepien left the Office and joined the Governor’s 2013 reelection campaign.Before Kelly told Orsen about the relationship, Orsen had not heard any rumors about it.Orsen recalled that Kelly’s children spent certain weekends with their father, and that,during their relationship, Kelly and Stepien spent time together on those weekends. Orsenadded that Kelly, who Orsen generally thought was a sad person, seemed very happy aroundthis time and that Stepien spent time with Kelly’s kids. At some point, Kelly told Orsen thatStepien was getting a divorce.When asked how long their relationship lasted, Orsen said that it fell apart in August2013, around when Stepien’s divorce was finalized. At that point, Kelly told Orsen thatStepien had completely retreated from Kelly and stopped talking to her. During this period,Kelly would comment to Orsen that it was getting harder for Kelly to do her job.Page 8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTWhen asked specifically about the timing of Kelly’s and Stepien’s breakup in August2013, Orsen said that Stepien and Kelly were no longer talking as of August 12, 2013, andhad possibly stopped talking as early as the week of August 5, 2013.C.Kelly’s Involvement in the Lane RealignmentAt some point after December 13, 2013, Kelly mentioned to Orsen that Kelly wasupset about David Wildstein’s resignation and that Kelly had talked to Wildstein theweekend after December 13, 2013 (December 14–15, 2013). Orsen said that she wasshocked when Kelly said this because of Wildstein’s publicly known involvement in the lanerealignment at the time. When asked if Orsen discussed this conversation with anyone else,Orsen said no. Orsen told Kelly that she had to come forward if she did have anyinformation about the lane realignment.Orsen said that Kelly was incredibly tense in the period between December 13, 2013and January 8, 2014. Orsen believed Kelly knew about the lane realignment in somecapacity, but Orsen did not know what or when Kelly knew about the lane realignment.Orsen has not talked to Kelly since January 8, 2014.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Paul Interview MemorandumOn February 7, 2014, Joyce Paul was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Paul was not represented by counsel during the interview. Allinformation contained herein was provided by Paul or as indicated. Paul has not read orreviewed the memorandum and has not adopted or approved its contents. Brodsky began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Paul refrain from discussing the investigation and interview with others. Paulstated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundPaul obtained a college degree and a master’s degree in political science. Aftergraduating, she worked as an administrator in the Bureau of Princeton, but she decided shewanted to work for the State of New Jersey instead. Paul applied for a job with the NewJersey Department of Community Affairs (“DCA”), and she has been working at the DCAsince 1980. Paul started as a planner, but she then moved into policy.II.Operations of the DCAA.GenerallyPaul said that each DCA Commissioner ran the Department his/her own way, but thatDCA Commissioner Richard Constable did not meaningfully change the way DCA operatedwhen he started in the position.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Paul works closely with the staff of the Governor’s Office of Rebuilding andRecovery (“GORR”), and she has never seen Superstorm Sandy aid awarded based onpartisan considerations, endorsements of Governor Christie or his Administration, policydecisions, or other subjective criteria related to the requesting elected official. Generally,every Sandy aid program run out of the DCA has a policy document, a procedures manual,and process maps showing each step of the process. These documents are usually followed,but if a mistake is made, the DCA will diverge from the documents to correct it.B.Appeals for Rejected Sandy Aid ApplicationsAppeals by rejected Sandy aid applicants are made to the DCA directly, and HowardMcCoach, the Director of the Sandy Recovery Division of the DCA, reviews all suchappeals. The appeals are not made to a court.III.Community Development Block Grant – Disaster Relief (“CDBG-DR”)ProgramsA.First Tranche Funds1.Programs for Individuals, Homeowners, Developers, Etc.The majority of the first tranche of Sandy relief funds from the Department ofHousing and Urban Development (“HUD”) went to individuals and/or developers. TheReconstruction, Rehabilitation, Elevation and Mitigation (“RREM”) CDBG-DR program isone of these individual homeowner programs. Paul said that the RREM program has beencriticized for being too slow, but any delays are the result of necessary precautions to preventfraud.Another program for individuals is the Landlord Rental Repair Program (“LRRP”),which gives money to landlords to repair damaged units. Paul said that three applications(totaling four units) have been approved for renovation grants in Hoboken. The maximumallowance for the repairs is approximately $70,000, so Hoboken landlords can receive morethan $200,000 from this program. Paul noted that this is a small number of units to berepaired.A third program for individuals is the Homeowner Resettlement Program, whichprovides approximately $10,000 grants to homeowners in exchange for the homeowners’signing agreements that they will not move out of their communities for three years. Onlynine New Jersey counties are eligible for this program, including Hudson County and theshore counties, due to the high level of destruction in these areas. The money can be used forany Sandy-related expense other than construction expenses. The purpose of this program isto dissuade homeowners from leaving their communities, to prevent destabilization, and toPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3prevent decreases in flood insurance premiums. Nearly 200 Hoboken residents applied forthis program.2.Programs for Municipalities: Post-Sandy Planning AssistanceGrantThe Post-Sandy Planning Assistance Grant program is the only available CDBG-DRprogram under which Hoboken was eligible to receive first tranche funds from HUD. Paulmentioned that Hoboken Mayor Dawn Zimmer discussed the Post-Sandy PlanningAssistance Grant program during her MSNBC interview. Paul said that Hoboken has not yetreceived the $200,000 from this program because it is a reimbursement program. SoHoboken will first have to spend the money, and then it will be reimbursed up to $200,000.There were two phases to the Post-Sandy Planning Assistance Grant program. Thefirst phase requires the completion of a strategic planning report, which is an examination ofthe damage Sandy caused, plus recommendations and priority designations for what needs tobe done to remediate the affected area and create resiliency. Municipalities were givenapproximately $30,000 in phase one to complete a strategic planning report if they neededthose funds. Hoboken did not need (or request) the $30,000 because it had already done itsown report along these lines, and the DCA accepted Hoboken’s report. So Hoboken movedon to phase two, which involved requests for planning grants for various remediation andresiliency programs. More money was available under phase two. Hoboken asked for grantsfor five different programs in phase two, and it received all grants that it requested. All ofthe money granted was for planning programs, not for the execution of them. Paul said thatHoboken did a good job with its planning.Under the Post-Sandy Planning Assistance Grant program, there is no limit as to howmuch money municipalities can request, though the amount of money set aside for theprogram is $5 million. The amount to be set aside was determined by GORR.Municipalities are also eligible for the Zoning Assistance Grant program, but theprogram has not been started yet.As part of the Code Enforcement Grant Program, the DCA has also sent inspectors tomunicipalities who have a backlog of electrical inspections and other similar needs. TheDCA did not give grants for this need, but instead gave in-kind assistance.B.Second Tranche FundsPaul said that the Federal Register shows half of the second tranche of HUD fundingis to be dedicated to infrastructure projects. No explicit purpose was designated for the useof tranche one funds.Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPaul said that the DCA has weekly calls with HUD during which HUD providestechnical assistance and guidance and answers the DCA’s questions. She said that often onthese calls, the DCA asks questions about infrastructure, so she thought this might be areason for the infrastructure spending requirement for tranche two funds.Paul further said that all of the infrastructure programs will be written by GORR, andall of the non-infrastructure programs will be written by the DCA.IV.Interactions with Mayor Dawn ZimmerPaul has not had any personal interactions with Mayor Zimmer. She said that peoplein the DCA were primarily in contact with Stephen Marks from the Hoboken Mayor’s office,not the Mayor herself. Paul never communicated with Marks herself; she nevercommunicated with anyone from Hoboken as part of her job. Paul is the person who designsprograms available to communities, and others implement them. Carmen Valentine is theadministrator of the Planning Assistance Grants program, and Sean Thompson runs the unit.Paul said that she is familiar with the Hoboken anti-flooding floodwalls, and pumpsproject, but she could not remember why. Hoboken could not use first tranche CDGB-DRfunds for the project, but it’s possible that second tranche funds can be used for the projectgiven the infrastructure requirement for a portion of the second tranche.V.Mayor Zimmer’s Accusations Regarding Commissioner ConstablePaul said that she has never heard Commissioner Constable say anything aboutneeding to progress development in order to have Sandy aid money flow. She also had neverheard of the Rockefeller Group before Mayor Zimmer made her public allegations.Paul also said that she did not think the timing of Mayor Zimmer’s allegations madesense because the first time Hoboken expressed its interest in the Planning Assistance Grantfunding was at the first orientation for this program, which was in June 2013, after the TownHall meeting related to the Mayor’s allegations. The application for the program requiredattendance at this orientation session, and Stephen Marks attended this orientation on behalfof Hoboken.Paul also said that Commissioner Constable was not involved in the programplanning at the DCA. The Commissioner would tell Paul to get the money out as quickly aspossible to help people who need the money sooner, and he signed the grant letters. But theCommissioner did not get involved in the details of the programs and the distribution offunds. Commissioner Constable wanted to understand how the programs worked, but he didnot pay particular attention to the application of formulas and criteria to determine specificPage 5PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTallocations of money. And Commissioner Constable had no involvement in the HazardMitigation Grant Program.Commissioner Constable tried to help Mayor Zimmer when she asked if CDBG-DRfunds could be used to raise utilities in Hoboken in 2013. The Commissioner asked people atthe DCA, including Paul and Stacy Bonnaffons (an Assistant Commissioner at the DCA), tolook through HUD regulations to see if HUD money could be used for that purpose.Ultimately, under HUD regulations, the CDBG-DR money could not be used for this project.On or about January 15, 2014, Timothy Cunningham of GORR called Paul and askedfor program numbers and information, which Paul said is a common place occurrence.People often ask the DCA for program numbers and specifics.VI.DCA Involvement in Private DevelopmentPaul said that the only time the DCA became involved with private development wasto create affordable housing. Such development can be for-profit, but the DCA will only beinvolved if there is an affordable housing component.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Putnam Interview MemorandumOn February 19, 2014, Michele Putnam was interviewed by Reed Brodsky andAlyssa Kuhn of Gibson Dunn. Putnam was not represented by counsel during the interview.All information contained herein was provided by Putnam or as indicated. Putnam has notread or reviewed the memorandum and has not adopted or approved its contents. Brodskybegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Putnam refrain from discussing the investigation and interviewwith others. Putnam stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1979, Putnam graduated from Douglas College with a degree in Biology.Sometime in between 1982 and 1984, Putnam joined the New Jersey Department ofEnvironmental Protection (“DEP”). Putnam left the DEP when she had children and rejoinedthe DEP in 1998. Putnam has worked at the DEP for approximately 24 years.Putnam currently serves as Director of the Division of Water Quality and held thisposition during 2013 as well. Putnam explained that the Division of Water Quality monitorswaste water activities, stormwater activities, tracks major projects related to those activities,facilitates conversations between municipalities, utility authorities, and the FederalEmergency Management Agency, and assists towns and municipalities with funding sourcesfor projects. The Division of Water Quality is divided into two units: Water PollutionManagement Element, which is responsible for issuing permits, and Municipal Finance &Construction Element, which administers New Jersey state funds. Putnam explained that theEnvironmental Protection Agency provides the DEP with grant money and DEP works withPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTthe New Jersey Environmental Infrastructure Trust (“EIT”), which packages and disbursesthe grants into low-interest loans.II.Superstorm Sandy Aid AllegationsA.May 9, 2013 Meeting with Hoboken and the Rockefeller GroupPutnam attended the May 9, 2013 meeting with Mayor Zimmer, Stephen Marks(Hoboken Business Administrator), the Rockefeller Group, Fred Worstell (Dresdner Robin),Lori Grifa (Wolff & Samson), and other members of DEP.Putnam did not recall having any communication with Mayor Zimmer or her staffprior to the May 9, 2013 meeting. Putnam recalled that the purpose of the May 9, 2013meeting was to talk about the issues Hoboken and the Rockefeller Group faced regardingtheir Flood Mitigation Plan and to see how the DEP could help. Putnam did not recall theRockefeller Group’s North End development project coming up during the meeting, thoughshe recalled that the Flood Mitigation Plan was created by the Rockefeller Group andDresdner Robin, both private entities. Putnam recalled that the impression she had duringthe meeting was that Hoboken and the Rockefeller Group were working together onHoboken’s Flood Mitigation Plan.Putnam took handwritten notes at the May 9, 2013 meeting. During the interview,Brodsky asked Putnam questions about her notes, but Putnam did not recall the substance ofher handwritten notes, only that she took the notes during the meeting. When asked aboutthe notation, “Green Infrastructure – Green,” Putnam did not recall why she took that note,but explained that the DEP is very supportive of Green Infrastructure programs. Putnamexplained that Green Infrastructure refers to methods of managing stormwater that mimicnatural hydrology. Putnam explained that DEP supports Green Infrastructure in a number ofways, including providing lower interest rates and principal forgiveness for GreenInfrastructure projects.B.Post-May 9, 2013 MeetingPutnam did not recall communicating with Mayor Zimmer after the May 9, 2013meeting. Putnam stated that the DEP had an internal follow-up meeting on May 14, 2013,with Michele Siekerka, Mark Pedersen, John Moyle, and Linda Coles. Putnam recalled thepurpose of the May 14, 2013 meeting was to discuss Hoboken’s Flood Mitigation Plan moreholistically and to discuss outreach following the meeting to entities like the U.S. ArmyCorps of Engineers. Putnam also took handwritten notes during the May 14, 2013 meeting.Putnam did not recall ever hearing that Sandy aid was tied to the Rockefeller Group’sdevelopment project, political affiliation, or endorsing Governor Christie. Putnam recalledthat the DEP attended the May 9, 2013 meeting to help Hoboken.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Rebisz Interview MemorandumOn March 3, 2014, Richard Rebisz was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Rebisz was represented by Michael Schwartz of Pepper Hamiltonduring the interview. All information contained herein was provided by Rebisz or asindicated. All information in brackets was obtained from publicly available sources. Rebiszhas not read or reviewed the memorandum and has not adopted or approved its contents.Brodsky began the interview by administering the standard Upjohn warnings per GibsonDunn protocol, and requesting that Rebisz refrain from discussing the investigation andinterview with others. Rebisz stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Educational and Professional Background1.2001–2010In 2001, Rebisz graduated from Seton Hall University. Following graduation, Rebiszmoved to Washington, D.C. to pursue a Master’s Degree in Public Policy at AmericanUniversity. Rebisz moved back to New Jersey to start a real estate business with his fatherbefore completing his Master’s Degree. Sometime in or around the middle of 2004, Rebiszdecided to leave the real estate business with his father. In 2005, Rebisz began working foran economist in Springfield, New Jersey. In or around August 2005, Rebisz joined the NewJersey Republican State Committee to work on campaigns in the 2005 election cycle,primarily the 2005 Governor’s race. In or around January 2006, Rebisz moved toPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Washington D.C. and joined the Republican National Committee (“RNC”) as DeputyNational 72 Hour Director for the 2006 midterm elections. In or around January or February2007, Rebisz took a position with the Department of Labor. After approximately six weeks,Rebisz returned to New Jersey and joined Rudy Giuliani’s presidential campaign as DeputyNational Field Director. After Giuliani dropped out of the presidential race, Rebisz joinedthe New Jersey Assembly Republican Office as Regional Intergovernmental AffairsRepresentative, where he served as assembly liaison for the minority Assembly members tothe Office of the Governor.2.Role and Responsibilities as Legislative Liaison in the Governor’sOfficeIn 2010, when Governor Christie entered office, Rebisz joined the Governor’s Officeas Legislative Liaison. Rebisz reported to Bill Stepien, then Deputy Chief of Staff ofLegislative and Intergovernmental Affairs (“IGA”). Rebisz explained that he had workedunder Stepien at both the RNC and on Giuliani’s campaign, so he knew Stepienprofessionally prior to joining the Office of the Governor. Rebisz said that he had a goodrelationship with Stepien and that he considered Stepien a friend.Rebisz explained that when he joined the Office of the Governor, the Office was stillfiguring out its organizational structure. Rebisz served as the Legislative Liaison to theSenate and Bridget Kelly served as Legislative Liaison to the Assembly. Rebisz explainedthat the office had intended that Rebisz would be responsible for the Senate Republicans,Kelly would be responsible for the Assembly Republicans, and that the office had planned tohire two additional people to work with the Senate and Assembly Democrats. Because theperson that the Office of the Governor hired to serve as Legislative Liaison for the AssemblyDemocrats was let go shortly after being hired, Rebisz served as Legislative Liaison for theentire Senate and Kelly served as Legislative Liaison for the entire Assembly.Rebisz recalled that Kelly often gave him orders, even though they served in the sameposition and Rebisz viewed them as equals. Rebisz recalled that Kelly called him on a neardaily basis outside of work to ask how he was doing in his position. Rebisz said that he didnot clash with Kelly, and followed her orders. Rebisz recalled asking Stepien about thestructure of IGA and his position in relation to Kelly’s, and recalled that he voiceddispleasure as to the lack of information he was receiving from Stepien and Kelly. Rebiszrecalled that Stepien explained Kelly’s position to him as a “player-coach.”In March 2010, Stepien called Rebisz after business and asked Rebisz to come to hisoffice the next morning. Rebisz came to the State House the next morning, and Stepien saidthey would meet in his office later that afternoon. When Rebisz went to Stepien’s office,Stepien gave him a letter signed by Rich Bagger, then Chief of Staff, informing Rebisz hewas no longer employed at the Office of the Governor. Rebisz recalled that he told StepienPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3he was shocked, asked if he could speak with Bagger, and that Stepien responded no. Rebiszasked Stepien why he was being let go, and Stepien responded that he didn’t need to givehim a reason because Rebisz worked at the pleasure of the Governor. His conversation withStepien lasted approximately five minutes. Before Rebisz left the State House, he sentBagger an email in which he asked to meet with Bagger and left his personal contactinformation where Bagger could reach him. Bagger never contacted Rebisz.Rebisz recalled that he continued to press Stepien for two weeks for an explanation asto why he was fired. Stepien replied to some of his emails, but did not tell Rebisz why hewas fired. Rebisz said he was very hurt when he was let go. To this day, Rebisz still doesnot know why he was let go from the Office of the Governor, despite his relatively goodrelationship with Stepien (they would grab lunch together and talk about government).B.Campaign-Related EmploymentAfter Rebisz was let go from the Governor’s Office, he joined David Malpass’s U.S.Senate Campaign. Malpass lost in the primary in September 2010, so Rebisz shoppedaround his resume to contacts, including Mike DuHaime, Governor Christie’s Chief PoliticalAdvisor, under whom Rebisz worked at the RNC and on Giuliani’s campaign. Rebisz saidhe has a great relationship with DuHaime.C.Role and Responsibilities at the Port Authority and Interactions withKelly and StepienIn January 2011, Rebisz received a call from David Wildstein, then the Director ofInterstate Capital Projects at the Port Authority, inviting Rebisz to the Port Authority for aninterview. A couple days following the interview, Wildstein offered Rebisz a position inGovernment and Community Relations at the Port Authority. Rebisz was originally hired asGovernment Community Representative for the New Jersey PATH, but began representingTunnels, Bridges, and Terminals (“TB&T”) in addition to the PATH when the GovernmentCommunity Representative for TB&T retired. In his position at the Port Authority, Rebiszonly serviced the New Jersey side of PATH and TB&T. Rebisz’s primary responsibilitiesincluded reaching out to municipalities and mayors regarding Port Authority capital projects,including maintenance to and alterations of traffic patterns, and coordinating between thePort Authority Police and local police. Rebisz worked with upper-level management,including Wildstein and Bill Baroni.Rebisz explained that Wildstein and Stepien have been good friends since they bothworked on Bob Franks’ U.S. Senate Campaign in 2000. Rebisz knew that they were goodfriends because Wildstein forwarded Rebisz emails that included Stepien relating to issuesoutside of work. In addition, Wildstein frequently told Rebisz when he spoke with Stepienon the phone about politics. When asked if Wildstein conferred with Stepien regarding PortAuthority matters, Rebisz said that, at times, Wildstein would say that he needed Trenton—Page 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTmeaning the Governor’s Office—to sign off, and that Rebisz always assumed he meantStepien.Rebisz came in contact with Stepien and Kelly only once in his role at the PortAuthority when helping prepare for the 10th anniversary of September 11 events. Rebiszrecalled that Wildstein and Patrick Foye asked Rebisz to help David Samson, Chairman ofthe Port Authority, prepare for the anniversary events. On September 10, 2011, Rebiszrecalled that he ran into Stepien and Kelly at Liberty State Park, where a ceremony wastaking place. Rebisz approached Stepien’s wife—who Rebisz hadn’t seen since Stepien’swedding in November or December 2009—who was standing with Stepien and Wildsteinand then shook Stepien’s hand. Rebisz didn’t recall speaking with Kelly at the event, butsaid that he spoke with her on the phone regarding the event. On September 11, 2011,Rebisz recalled that the World Trade Plaza was unveiled. The 22nd Floor of One WorldTrade was made available to Governor Christie and Governor Cuomo and their guests toview the ceremony. Rebisz recalled that Kelly brought her brother and that Stepien attendedwith his wife. Governor Christie and Baroni also attended.A couple of months later, in or around Veterans Day, Rebisz received a text messagefrom Stepien. This was the first time Rebisz had communicated with Stepien since theSeptember 11, 2011 event. Stepien asked Rebisz if he wanted to attend a New Jersey Devilsgame in the Governor’s Box. Rebisz went to the game, assuming Stepien wanted to discusswhy Rebisz was let go from the Governor’s Office in 2010, but Rebisz said that Stepiennever brought it up and that they picked up their friendship as if nothing had ever happened.Stepien told him that Wildstein had nothing but good things to say about Rebisz and thatRebisz was doing a great job at the Port Authority. Rebsiz recalled that he went to a couplemore games with Stepien, but they never discussed his firing in 2010.In or around October 29, 2012, when Superstorm Sandy hit, Rebisz got a call fromWildstein asking if he would report to the Emergency Operations Sandy Center in Newark,New Jersey, to serve as Mayor Cory Booker’s liaison to the Port Authority. Rebisz thenspent two weeks at the Emergency Operations Center, and developed a very goodrelationship with Mayor Booker. When Rebisz returned to the Port Authority, his directsupervisor had taken a position at Consumer Affairs, so Wildstein asked Rebisz to step inand take some of his supervisor’s responsibilities. Rebisz began to report to Port Authorityheadquarters in New York. In addition to assuming some of his former supervisor’sresponsibilities, Rebisz also became involved in the post-Superstorm Sandy rebuildingefforts and attended related meetings with the Port Authority, Office of EmergencyManagement, PATH, and NJ Department of Transportation.Rebisz recalled that when he was working at the Port Authority, the Port Authorityassisted Mayor Sokolich and Fort Lee on a couple of initiatives. For example, the PortAuthority helped fund crank radios in high-rise apartment complexes in Fort Lee so thatPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5residents could communicate with emergency responders in the event of another disaster orpower outage. In addition, the Port Authority helped Fort Lee secure shuttle buses for a newdevelopment in Fort Lee to help reduce traffic congestion. Rebisz had no knowledge thatWildstein was otherwise involved in the development in Fort Lee. The last meeting Rebiszhad with Mayor Sokolich was in December 2012, with Baroni and Tina Lado [Director ofGovernment and Community Relations at the Port Authority]. Rebisz recalled that MayorSokolich mentioned to Lado and Rebisz that he knew to only ask the Port Authority for onething each year. It was during this meeting, Rebisz recalled, that Mayor Sokolich asked formoney for the hand crank radios.II.Role in the Office of the GovernorIn 2013, Wildstein contacted Rebisz and informed Rebisz that Stepien wanted Rebiszto rejoin the Office of the Governor, because IGA was creating a Sandy team to deal directlywith mayors regarding Sandy issues. Rebisz was excited about the opportunity—andWildstein was excited for Rebisz—but was also hesitant due to his previous experience atIGA. Rebisz noted that, at the time, Stepien was still Deputy Chief of Staff for IGA andKelly was Director of IGA. Kelly was responsible for overseeing the Regional Directors,including the new Sandy team. Rebisz accepted the position at the Office of the Governor.A.Responsibilities as Sandy Regional Director in IGAIn or around late January or early February, Rebisz rejoined the Office of theGovernor as a Sandy Regional Director, and currently holds this position. Rebisz serves as aconduit between mayors and municipalities and the Office of the Governor regarding Sandyissues. Rebisz is responsible for eleven towns, including Little Ferry and Moonachie inBergen County, Hoboken, Jersey City, and Bayonne in Hudson County, and Sayreville, OldBridge, Perth Amboy, South Amboy, Carteret, and South River in Middlesex County.Rebisz stated that he reported to Christina Renna, then the Director of DepartmentalRelations, and rarely reported directly to Kelly. Although Kelly oversaw IGA, Rebiszassumed Kelly’s decisions and orders were coming from Stepien.When Stepien left the Governor’s Office to work on the Governor’s reelectioncampaign, Rebisz recalled that Kelly would say that she had to check with “Bridgewater”—meaning the campaign or Stepien—before approving certain things.B.Interactions with Local Officials and the Governor’s CampaignWhen Rebisz was asked whether he had any conversations with Mayor Zimmerregarding her decision not to endorse Governor Christie, Rebisz responded no, but that atsome point, in or around Labor Day 2013, Renna told him not to bend over backwards forMayor Zimmer, which Rebisz explained meant that he should not go out of his way to helpPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6her, and that Mayor Zimmer wasn’t going to endorse the Governor. Rebisz said that hecontinued to interact with Mayor Zimmer and that he did not treat her any differently.Rebisz stated that he spoke with Wildstein a couple of times when he rejoined theOffice of the Governor. Rebisz stated that he had no knowledge of the George WashingtonBridge lane realignment, and that he never had discussions with Kelly, Stepien, or Wildsteinregarding the lane realignment and had no knowledge of any of their involvement.III.Superstorm Sandy Aid AllegationsA.Pre-May 13, 2013 Interactions with Hoboken Mayor Dawn Zimmer1.January 29, 2013On January 29, 2013, Rebisz met with Mayor Zimmer, Dan Bryan, Mayor Zimmer’sChief of Staff, and Matt Mowers, former Regional Director at IGA, to introduce himself asSandy Regional Director. Rebisz recalled that at one of his early meetings with MayorZimmer, Mayor Zimmer took out a map and presented her flood mitigation plan to Rebisz.Rebisz did not recall that the Rockefeller Group designed the plan, and stated that the firsttime he recalled hearing of the Rockefeller Group was during Mayor Zimmer’s interview onMSNBC’s “Up with Steve Kornacki,” on January 18, 2014, when Mayor Zimmer first wentpublic with her allegations. Rebisz explained that Mayor Zimmer’s plan included floodwalls, which would protect Hoboken from flood water, but Rebisz understood that the floodwalls would push the water elsewhere, such as Jersey City and Weehawken. Rebisz thoughtit was odd that Mayor Zimmer presented a plan that would protect Hoboken, but inevitablyhurt Jersey City and Weehawken.Rebisz recalled that Mayor Zimmer tried to sell the Governor’s Office on her floodmitigation plan early in 2013, and continued to push her plan throughout the year. MayorZimmer advocated in a similar fashion for Hoboken’s Rebuild by Design (RBD) competitionplan. Rebisz said that his primary point of contact in Mayor Zimmer’s office is Bryan.Rebisz explained that he had and continues to have a great relationship with both Bryan andMayor Zimmer.2.February 14, 2013During the interview, Brodsky showed Rebisz email exchanges between Rebisz andRenna, Mowers, and Pete Sheridan on February 13, 2013, reflecting that Mayor Zimmer wascoming to the State House for a meeting the next day, intended to bring engineers from theRockefeller Group with her, and requested a private meeting with Marc Ferzan, ExecutiveDirector of the Governor’s Office of Recovery and Rebuilding (“GORR”). Rebisz did notrecall the emails or a meeting with Ferzan, but recalled there was a meeting on February 14,2013, with mayors regarding FEMA’s Advisory Base Flood Elevation (“ABFE”) maps.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 73.March 12, 2013Rebisz recalled attending a meeting, on or about March 12, 2013, with MayorZimmer, the Policy Office, the Authorities Unit, GORR, and New Jersey Transit, amongothers. The purpose of the meeting was to discuss flood mitigation efforts in Hoboken.Rebisz explained that when Mayor Zimmer asked for meetings, the Governor’s Officehonored her requests. Rebisz stated that Hoboken was heavily impacted by SuperstormSandy, and the Governor’s Office would do anything it could to help. At the March 12meeting, Mayor Zimmer brought out the map and presented her flood mitigation plan forHoboken, which included flood walls and flood gates. Rebisz did not recall any reaction toHoboken’s flood mitigation plan or any discussion about the LCOR development project inHoboken during the meeting. Rebisz did not recall anyone coercing Mayor Zimmer topursue private development.Rebisz stated that no one ever suggested, implied, or stated that Sandy aid was tied topolitical affiliation, endorsing Governor Christie, or private development projects. Rebiszstated that Sandy aid was administered based on objective criteria. Rebisz explained that hetreated Hoboken the same way he treated all towns.B.May 13, 2013 – Hoboken ShopRite EventRebisz recalled that he selected the location for the Hoboken ShopRite event, afterRenna asked him and others to come up with potential business stops for the LieutenantGovernor. Rebisz had learned that the reopening of ShopRite was especially important forHoboken during his tour of Hoboken with Bryan. Rebisz stated that he did not understandthe ShopRite event to be a created event to deliver a message to Mayor Zimmer. Indeed, theLieutenant Governor would have toured the ShopRite regardless of whether Mayor Zimmerwas available to attend the event. For example, Rebisz recalled that on at least one occasion,the Lieutenant Governor had attended multiple events in Sayreville when the Mayor ofSayreville was unable to attend.Rebisz did not attend the Hoboken ShopRite event on May 13, 2013. Rebisz recalledthat he could not attend due to a conflict, so Evan Ridley, Regional Director at IGA, staffedthe event in his place.C.Post-May 13, 2013 Interactions with Mayor Zimmer1.June 2013 – Hoboken Events with the New Jersey EconomicDevelopment Authority and New Jersey Department ofCommunity AffairsIn June 2013, the Office of the Governor helped facilitate two events in Hobokenregarding Sandy relief with the New Jersey Economic Development Authority (“EDA”) andPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 8the New Jersey Department of Community Affairs (“DCA”). On or around June 11, 2013,the EDA hosted an event in Hoboken with business owners to discuss Sandy grants. Rebiszdid not recall any discussion of flood mitigation during the meeting. Rebisz recalled that aTV camera crew filmed the event, and that Mayor Zimmer attended. When EDA’spresentation ended, the meeting broke into individual discussions since many of thequestions the business owners had were specific to their business. Rebisz recalled that whenthe presentation ended, he said goodbye to Mayor Zimmer and left the event.On or about June 27, 2013, the DCA hosted a meeting in Hoboken to discussCommunity Development Block Grants (“CDBGs”). Rebisz recalled that he attended themeeting along with Mayor Zimmer, Bryan, Commissioner Constable, and CommissionerConstable’s Chief of Staff, Paul Macchia. The purpose of the meeting was to discuss CDBGhomeowner grant programs available to Hoboken residents. Rebisz recalled that DCA hadhosted a number of these meetings in different towns, but that the meetings were typicallyled by DCA consultants. Commissioner Constable decided to lead the discussion inHoboken to ensure information about available programs was clearly provided. Rebiszrecalled that Commissioner Constable provided additional information during the Hobokenmeeting regarding programs that were going to be unveiled for renters, but Rebisz was notprivy to this information prior to the meeting.Rebisz recalled that the meeting on June 27, 2013 went very well. Rebisz did notrecall any tension between Commissioner Constable and Mayor Zimmer during the meeting.Before the meeting started, Mayor Zimmer and Commissioner Constable were engaged inlighthearted small talk and were laughing. Rebisz did not recall any discussion of theRockefeller Group’s development project during the June 27, 2013 meeting.2.June–July 2013 – Door-to-Door in HobokenIn or around June or July 2013, Rebisz coordinated a program in Hoboken, atRenna’s suggestion, whereby summer interns went door-to-door informing business ownersof Sandy grant programs. Rebisz had emailed Bryan and copied Mayor Zimmer askingwhich streets the interns should hit and Bryan responded with suggestions.3.August 1, 2013 – Meeting with the Office of EmergencyManagement in HobokenOn or around August 1, 2013, the Office of Emergency Management (“OEM”)hosted an “After Action” meeting with the New Jersey Office of Homeland Security andPreparedness in Hoboken to describe the resources available to Hoboken residents in theevent of another emergency. Rebisz recalled that Bryan was on vacation and that MayorZimmer attended the meeting with other representatives from Hoboken, including StephenMarks, Hoboken’s Business Administrator.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9During the interview, Brodsky showed Rebisz a briefing for the August 1, 2013 eventthat stated that Mayor Zimmer had issues with the Hudson County OEM, specifically JackBurns, who had since retired. Rebisz explained that Burns had told him that afterSuperstorm Sandy, there was a conference call between Hudson County OEM, MayorZimmer, and the Lieutenant Governor. When Mayor Zimmer joined the call, she beganspeaking with the Lieutenant Governor, but did not realize that OEM was already on the line.Burns told Rebisz that Mayor Zimmer started criticizing Hudson County OEM to theLieutenant Governor and said that OEM was not helping Hoboken. Burns told Rebisz that itsounded like Mayor Zimmer was crying and that it didn’t seem like Mayor Zimmer knewwhat she was talking about. According to Burns, when Mayor Zimmer made her comments,Burns unmuted the phone and informed Mayor Zimmer that he could hear her.4.Universities’ StudiesDuring the interview, Brodsky showed Rebisz an August 5, 2013 exchange withRenna regarding the announcement that New Jersey was funding six universities’ studies offlood mitigation in regions not currently covered by the U.S. Army Corps of Engineers’North Atlantic Comprehensive Study, including Hoboken. The email stated that Rebisz wasunable to get a hold of Mayor Zimmer.Rebisz recalled that he eventually spoke with Bryan about the studies. Rebisz did notrecall Bryan’s reaction. Rebisz said that Mayor Zimmer rarely, if ever, returned his phonecalls, and that in his experience, the best way to ensure that Mayor Zimmer and Hobokenreceived information was to get in touch with Bryan.5.August 13, 2013 – Hoboken Farmer’s Market TourRebisz stated that he attended the August 13, 2013 Hoboken Farmer’s Market eventwith the Lieutenant Governor and Mayor Zimmer. Brodsky showed Rebisz an emailreflecting that Rebisz invited Mayor Zimmer to that event on Friday, August 9, 2013. Rebiszexplained that the standard procedure was to invite elected officials once the event wasfinalized and it was confirmed that the Lieutenant Governor would attend. Typically, IGAwould not give an elected official more than one week’s notice because events were alwayssubject to change. Rebisz recalled that, at least on one occasion, Rebisz invited a localofficial to an event the day before it was scheduled.Rebisz recalled that he arrived at the Hoboken Farmer’s Market event an hour beforeit was scheduled. Rebisz informed Bryan when the Lieutenant Governor was scheduled toarrive and when she was five minutes away, since the Lieutenant Governor is typicallygreeted by an elected official at events. Mayor Zimmer, however, did not greet theLieutenant Governor when she arrived, but showed up at the event a few minutes after theLieutenant Governor. Rebisz recalled that the Lieutenant Governor and Mayor Zimmer gotalong really well. Mayor Zimmer and the Lieutenant Governor took pictures and engaged inPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 10small talk at the beginning of the event. Rebisz recalled that Bryan asked him if he couldpost one of the pictures on his twitter site, and Rebisz responded that was not a problem.Rebisz recalled that the Lieutenant Governor toured the Farmer’s Market with MayorZimmer and New Jersey Secretary of Agriculture, Douglas Fisher. Rebisz did not recall anytension between the Lieutenant Governor and Mayor Zimmer.Rebisz said that after the Farmer’s Market event, Mayor Zimmer, the LieutenantGovernor, and Secretary Fisher made an impromptu stop at Carlo’s Bakery in Hoboken. TheLieutenant Governor and Mayor Zimmer appeared very friendly. Rebisz recalled that hestood next to Bryan across the table from the Lieutenant Governor, Mayor Zimmer, andSecretary Fisher, and that Bryan took pictures.6.August 20, 2013 – Little Ferry Event with Governor Christie andSecretary DonovanOn or about August 20, 2013, Rebisz attended a press conference with GovernorChristie and Secretary Shaun Donovan of the U.S. Department of Housing and UrbanDevelopment (“HUD”) in Little Ferry. Rebisz recalled that Mayor Zimmer showed up at theevent unexpectedly, which was not typical for elected officials to do outside of theirmunicipality. Rebisz did not recall having any conversations with Mayor Zimmer at theevent regarding whether she was endorsing Governor Christie.7.November 25, 2013 – Mayors MeetingOn or about November 25, 2013, Rebisz attended a meeting with a number ofmayors, including Mayor Zimmer (along with Marks), regarding the second Action Plan forHUD Sandy relief funds. Rebisz greeted and said goodbye to Mayor Zimmer, but otherwisedid not interact with her. Ferzan, Michele Brown, CEO of the EDA, CommissionerConstable, and Commissioner Martin of the DEP attended the meeting and Ferzan led themeeting. Rebisz did not recall Ferzan discussing private development or mentioning thatSandy relief was tied to private development. Rebisz did not recall attending any meetingsor events with Mayor Zimmer after November 25, 2013.8.December 2013–PresentRebisz recalled that sometime around Christmas 2013 he reached out to Bryanbecause they hadn’t spoken in a while. Bryan said that he was in Washington, D.C. at thetime, but that he would give Rebisz a call later that week. Rebisz and Bryan neverconnected.Rebisz stated that he was surprised by Mayor Zimmer’s allegations. After MayorZimmer went public with her allegations, Rebisz recalled that he asked how he shouldinteract with Hoboken, because he didn’t want to get involved when he shouldn’t. RebiszPage 11PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTsaid that he was told that he shouldn’t treat Hoboken any differently. Rebisz said that hecontinues to communicate with Hoboken in his role as Sandy Regional Director.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Reed Interview MemorandumOn January 17, 2014, Colin Reed was interviewed by Alexander H. Southwell and SarahVacchiano of Gibson Dunn. Reed was not represented by counsel during the interview. Allinformation contained herein was provided by Reed or as indicated. The information in bracketswas obtained from publicly-available sources, not from the interview itself. Reed has not read orreviewed the memorandum and has not adopted or approved its contents. Southwell began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Reed refrain from discussing the investigation and interview with others. Reedstated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundReed graduated from the University of North Carolina at Chapel Hill in 2006. Prior tojoining the Governor’s Office, Reed worked for the National Republican Senatorial Committee,the McCain and Romney presidential campaigns, and the Scott Brown for Senate campaign.A.Role and ResponsibilitiesReed serves as Deputy Communications Director. Reed reports to Maria Comella, andhis responsibilities include talking to reporters on the phone throughout the day to respond toquestions and to get the Governor’s Office’s message out.In terms of Reed’s interactions with others in the office, Reed said that he “occasionally”interacts with Kevin O’Dowd and Charlie McKenna. He said that he interacts directly with theGovernor “from time to time.”PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 21.Interactions with the Governor’s Office of Legislative andIntergovernmental AffairsReed said that he rarely interacts with the Office of Legislative and IntergovernmentalAffairs (“IGA”), adding that if he needed to reach out to IGA in order to respond to a pressinquiry, he would, but such interactions were not regular. With regard to Bridget Kelly, Reedsaid that Kelly mostly interacted with Comella or Drewniak. If Comella or Drewniak were outof the office, Reed might have discussed scheduling issues with Kelly or her staff, but this onlyhappened a limited number of times.2.Interactions with the Authorities UnitReed said that he interacts with the Authorities Office infrequently unless a press inquiryarises, which he explained rarely occurs.3.Interactions with the Port AuthorityReed said that he interacts with the Port Authority infrequently, and considered the PortAuthority to be Michael Drewniak’s area of responsibility.Reed met David Wildstein once in the State House and spoke with Wildstein once on thephone when Drewniak was on vacation, and Reed needed to respond to a reporter from TheBergen Record regarding the lane realignment issue. Reed responded to the inquiry with acomment along the lines of the Governor of New Jersey does not involve himself in trafficstudies. Reed recalls Drewniak took vacation for two weeks in November (the week before andthe week of Thanksgiving); this is when the conversation occurred with Wildstein regarding thereporter from The Bergen Record.4.Interactions with the Governor’s CampaignReed said that some press inquiries overlap between the campaign and the Governor’sOffice. Reed said that when that happened, Reed directed those inquiries to Kevin Roberts,Governor Christie’s Campaign Communications Director.II.Chronology of the George Washington Bridge EventsA.Spring 2013Reed had “zero” knowledge of any efforts in April 2013 to seek the Fort Lee Mayor’sendorsement.2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3B.August 2013Reed was unaware of the August 2013 exchange between Bridget Kelly and DavidWildstein about the George Washington Bridge lane realignment.C.September 9-13, 2013 – George Washington Bridge Lane RealignmentReed was not directly aware of the lane realignment, but recalled that he heard about itsecond-hand from reporters at some point. Reed was not quite sure when.1.9/11 Memorial EventReed had no knowledge about any communications the Governor may have hadregarding the 9/11 Memorial event.2.Patrick Foye’s EmailThe first time Reed became aware of the Patrick Foye email was when the Wall StreetJournal article came out on October 1, 2013, when he got an email forwarding the article. Herecalled thinking it was “absurd” that the Governor’s Office was being asked questions about aPort Authority issue and that it wasn’t anything to be concerned about or care about. He recalleddiscussing this with Drewniak and Maria Comella. He recalled Drewniak seemed to care a bitmore about the issue from the beginning, but that was normal because of Drewniak being moreinvolved in Port Authority issues.D.November 25, 2013 – Baroni’s TestimonyRegarding the November 25, 2013 testimony by Bill Baroni, Reed did not review a copyof the testimony in advance of Baroni’s testifying, nor was he involved in preparing or approvingthe testimony. He also did not watch or listen to Baroni testify; he simply read about it in thepress. He also never spoke to Baroni about his testimony.E.December 2, 2013 – Press ConferenceReed recalled pulling together a list of anticipated questions for the December 2, 2013press conference, based on press inquiries the Communications Office had received prior to thepress conference. One of the questions was about the lane realignment issue. Reed was notinvolved in prepping the Governor’s answers.F.December 6, 2013 – Wildstein’s ResignationReed was not in the office the day Wildstein resigned because he was moving. He didnot recall hearing about it beforehand.3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4G.December 9, 2013 – Wisniewski Committee HearingReed did not watch or listen the December 9, 2013 hearing and was not involved in thedays leading up to Bill Baroni’s resignation. Reed said that his only recollection is of heightenedpress interest after the hearing and in particular of press interest in Assemblyman Wisniewski’s“culture of fear” question.H.December 13, 2013Reed did not attend the senior staff meeting before the Governor’s press conference onDecember 13, 2013, though he was aware that the meeting was happening. He was also notaware of anyone being interviewed by Charlie McKenna or Kevin O’Dowd in connection withthe staff meeting.Reed only became aware of Baroni’s resignation when it was announced. He recalledthat during the press conference where this was announced, he was particularly anxious becauseof all of the press and political attention on the lane realignment allegations. Drewniak was alsoanxious, which was normal given all the press attention.I.January 8, 20131.Kelly’s Emails Released in The Bergen RecordReed recalled that Shawn Boburg of The Record forwarded the January 8, 2014, storyabout Kelly’s communications with Wildstein to Drewniak, and Drewniak forwarded Boburg’semail to the Communications office. The story then went online.2.Meeting at DrumthwacketReed recalled internal discussions about when would be best for the office to respond tothe story. When Drewniak was called to Drumthwacket, Reed said that he then understood thatthe Governor’s Office was dealing with “crisis communications.” Reed recalled that Drewniakcalled the Communications office before heading to Drumthwacket.Reed did not talk to Kelly at all while the lane realignment were happening, and said thathe has not spoken with Kelly since January 8.III.Document Retention NoticesReed received the document retention notices and is in compliance with them.4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Reiner Interview MemorandumOn January 28, 2014, David Reiner was interviewed by Reed Brodsky, Rachel Brook,and Christian Hudson of Gibson Dunn. Reiner was not represented by counsel during theinterview. All information contained herein was provided by Reiner or as indicated. Reinerhas not read or reviewed the memorandum and has not adopted or approved its contents.Brodsky began the interview by administering the standard Upjohn warnings per the GibsonDunn protocol, and requesting that Reiner refrain from discussing the investigation andinterview with others. Reiner stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2003, Reiner graduated from William Patterson University. In 2006, he obtainedhis juris doctor degree from Rutgers School of Law – Newark. He is a registered Democrat.After graduating from law school, Reiner was a law clerk for the Honorable JudgeJulio Fuentes in the Third Circuit. Reiner was a summer associate at Lowenstein SandlerLLP (“Lowenstein”) and returned to Lowenstein after his clerkship from 2007 until January2010. While at Lowenstein, Reiner worked for former Assistant U.S. Attorney MaureenRuane. Ruane received a call from Deb Gramiccioni who was heading up the New JerseyAuthorities Unit at the time, and Gramiccioni asked Ruane if she knew of anyone interestedin working at the Authorities Unit. Reiner interviewed for the job and started working at theAuthorities Unit as assistant counsel in January 2010, reporting to Gramiccioni. Reinerworked in this position until March 2012 when Gramiccioni became the Deputy Chief ofStaff for Policy and Cabinet Liaison in the Governor’s Office, at which point Reiner becameGibson, Dunn & CrutcherLLPPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTGramiccioni’s Senior Policy Advisor. Reiner stayed on in this position under Amy Cradicand continues in this position today.II.Superstorm Sandy AidA.March 11, 2013 – Meeting with the Rockefeller GroupOn March 11, 2013, Reiner attended a meeting with someone from the Governor’sOffice of Recovery and Rebuilding (“GORR”) (Eric Daleo or Vince Mekles), Nicole Crifofrom the Authorities Unit (who was present because the Rockefeller Group plan wouldinvolve coordination with New Jersey Transit for a light rail or something of that sort), LoriGrifa, and individuals from the Rockefeller Group. Reiner said that Colin Newman (fromthe Governor’s Counsel’s Office) received an invitation, but he does not recall if he attendedthe meeting. No one from Mayor Zimmer’s office attended the meeting.Reiner said that Grifa called either him or Ferzan asking to discuss a developmentproject, and such requests were standard. At the time that Grifa called, Reiner says that heand Ferzan did not know her connection to Hoboken. Reiner took notes during this meetingwhich he provided. He was given materials, including the February 2013 HobokenRockefeller Group Proposal.Based on his notes and his recollection, Reiner said the Rockefeller Group presentedtheir proposal, including a discussion of the three blocks in Hoboken and a large buildingthat they wanted to build within those three blocks. The Rockefeller Group said that therewere no flood hazard permit issues, and their plans included the building of flood walls.Someone in the meeting asked about runoff water into Weehawken as a result of the floodwalls, and it was suggested that a wall could be built in southern Hoboken until thedevelopment was built. The Rockefeller Group was worried about the Department ofEnvironmental Protection (“DEP”) and their granting of permits, and someone from theRockefeller Group mentioned that Mayor Zimmer had met with Commissioner Bob Martinfrom the DEP and Commissioner Martin painted a bleak picture. Reiner did not recall therebeing a specific request from the Rockefeller Group during this meeting. But someone askedif the project was eligible for Federal Emergency Management Agency (“FEMA”) 406funds, and it was mentioned that FEMA had endorsed the proposed flood wall systemelsewhere.Reiner remembered coming out of the meeting with the Rockefeller group thinkingthat the Mayor and the Rockefeller Group were working together and on the same page.During this meeting, Sandy projects (such as the flood walls) came up, but nodiscussion of allocations or amounts occurred. Reiner has never received any message orGibson, Dunn & CrutcherLLPPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTbeen told in any way that Sandy funds should be tied to political affiliations, endorsements,or redevelopment/development projects.B.Interactions with Hoboken Mayor Dawn Zimmer1.Pre-Sandy Interactions with Mayor ZimmerWhen Reiner started in the policy office, prior to Hurricane Sandy, Gramiccionibrought him to a meeting related to a New Jersey Transit development project with LCOR.The meeting was called because Mayor Zimmer had expressed that she had some concernsabout the project. Reiner remembered that Mayor Zimmer was not against the developmentproject, but she wanted the project to be done on a smaller scale. New Jersey Transit andLCOR wanted the project to include 2.5 million square feet, but Mayor Zimmer haddeveloped a draft zoning plan for the area that only included 2 million square feet. Reinerrecalled several meetings with Mayor Zimmer about this project.Prior to Hurricane Sandy, Reiner believes he met with Mayor Zimmer two othertimes, and spoke with her on the telephone one other time. He did not remember details, buthe believes he has notes from this meeting.2.Post-Sandy Interactions with Mayor ZimmerReiner said that he was not very involved in Sandy aid projects. He reviewed theNew Jersey state action plan before it went to the federal government, and he worked oneconomic development programs with GORR. But he was not involved in determinations ofamounts of aid going to different recipients.Post-Hurricane Sandy, Reiner only met with Mayor Zimmer on one occasion. Thismeeting occurred on March 12, 2013 and was called by Mayor Zimmer for purposes ofdiscussing the flooding issues and infrastructure issues for Hoboken since Hurricane Sandy.Mayor Zimmer wanted all of the transportation agencies to be present at the meeting,including the Department of Transportation, the Port Authority, the North Hudson SewageCommission, and others. Reiner said that he may have helped make phone calls to get themeeting organized. He had contemporaneous notes from this meeting.Based on his memory and contemporaneous notes, Reiner recalled that MayorZimmer provided maps created by the Rockefeller Group to attendees. She explained to theattendees that she wanted everyone to come together as part of a working group to addressflooding issues. Reiner was not certain of whether this group ever formed. Reiner’s notesreflected a disagreement between Mayor Zimmer and the New Jersey Transit representative,Jim Weinstein, at the meeting regarding the Longslip canal. Mayor Zimmer wanted to usethe canal as a reservoir, but New Jersey Transit wanted to fill in the canal. Reiner’s notesGibson, Dunn & CrutcherLLPPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTfurther said that Mayor Zimmer presented an idea about flooding that she obtained from theDutch, and she handed out paper copies of the Dutch proposal (though Reiner never receiveda copy). During this meeting, Weinstein told the Mayor that he wanted to work with her andHoboken, but he had a fiduciary duty to apply for New Jersey Transit’s own grants. MayorZimmer also discussed pumps and the need to get professionals talking to each other.Terrance Brody of the GORR was also present at the March 12, 2012 meeting, andReiner recalled Brody telling Mayor Zimmer that they were happy to work with her, butthere were many needs out there. And he recalled Brody stating that she should look atSection 406 grants because of the unlimited potential for funds. Reiner’s notes reflect thesestatements from Brody as well.Reiner said that he did not remember whether the Rockefeller Group developmentproject, or any development project, was mentioned during this meeting.C.Rebuild by DesignReiner only recently heard of Rebuild by Design (“RBD”) two weeks prior to MayorZimmer making her public allegations. LCOR provided him with a packet of informationabout RBD because the transit company involved in RBD had not provided a plan, and sinceLCOR’s property will be involved, they need to be involved in the RBD plans. LCORapproached Mayor Zimmer as a stakeholder.It is possible the Rockefeller Group came up in other conversations with LCOR, butnot in the context of any projects that he was working on.III.The George Washington Bridge EventsReiner did not have any knowledge about this issue. He said that he is friends withNicole Crifo, and so they texted back-and-forth a few times about seeing things about thisissue in the news, but they did not express any personal opinions in these texts (i.e., “Did youhear that Wildstein received a subpoena?” “Oh, I guess that was going to happen.”).Reiner said that he had to converse with Bridget Kelly on various issues as part of hisjob, but he never discussed the George Washington Bridge issue or anything related to Kelly.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Renna Interview MemorandumOn Thursday, January 30, 2014, Christina Genovese Renna was interviewed byRandy M. Mastro, Alexander H. Southwell, Debra Wong Yang and Sarah Vacchiano ofGibson Dunn. During the interview, Renna was represented by Henry Klingeman ofKrovatin Klingeman LLC. All information contained herein was provided by Renna or asindicated. The information in brackets was obtained from publicly-available sources, notfrom the interview itself. Renna has not read or reviewed the memorandum and has notadopted or approved its contents. Southwell began the interview by administering thestandard Upjohn warnings per Gibson Dunn’s protocol, and requesting that Renna refrainfrom discussing the investigation and interview with others. Renna stated that she agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[Renna graduated from St. Joseph’s University and received a Master’s in PublicAdministration from Villanova University.]Prior to joining the Governor’s Office in 2010, Renna served as a private legislativeaide in District 1 in South New Jersey, then worked in the private sector before spendingthree years as a business lobbyist for the Chamber of Commerce of Southern New Jersey, a501(c)(6) organization.Renna stated that she kind of fell into her job with the Governor’s Office. She did notwork on the Governor’s campaign in 2009, though she did vote for Governor Christie and isa registered Republican. Renna was introduced to Bill Stepien in 2009 by Pete Sheridan, aPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2mutual friend who thought Renna was a great fit for an open Business Affairs position withinthe Governor’s Office.Renna joined the Governor’s Office in April 2010 as Director of Business Affairswithin the Department of Legislative & Intergovernmental Affairs (“IGA”). In this role,Renna travelled the state to meet with small businesses and local chambers of commerce todiscuss the Administration’s economic development initiatives (Renna pointed out that thistime period predated the Lieutenant Governor’s principal focus on driving economicdevelopment issues). As Director of Business Affairs, Renna’s primary objective wasgetting the Governor’s name out among small businesses and focusing on economicdevelopment issues. In this role, Renna reported to former Director of IGA, AmandaGasperino. When Gasperino left this position, Bridget Kelly assumed the role of Director ofIGA and Renna reported to Kelly thereafter. Renna held the position of IGA Director ofBusiness Affairs for approximately nine months. In winter 2011, Renna became the IGALegislative Liaison, where she liaised with the New Jersey Assembly and ultimately theentire state legislature. Renna stayed in this role for approximately one year and thenbecame IGA Director of Departmental Relations.Renna described the Departmental Relations role as very different from her first twopositions within IGA. As Director of Departmental Relations, Renna served as theintermediary between the State departments and the Governor’s Office. For example, Rennaserved as the Governor’s Office liaison with department commissioners, assisting the cabinetmembers to flag issues with the Administration and updating the Governor on projects thedepartments were working on. Renna also attended meetings between the department headsand the Governor’s Office. Renna held the position of Director of Departmental Relationsfor approximately one year, and then was promoted to her current role of Director ofIntergovernmental Affairs, Kelly’s former position within the Governor’s Office.A.Role and ResponsibilitiesAs Director of IGA, Renna said that she oversees 10 members of IGA staff dividedinto two teams of Regional Directors and Sandy Regional Directors. Non-Sandy RegionalDirectors serve as the points of contact for all local and county officials in the state, brokendown by region. Sandy Regional Directors are uniquely focused on the 16 towns mostseverely impacted by Hurricane Sandy, and serve as points of contact for mayors andcommunity groups in those towns. Both teams of regional staff spend the majority of theirtime on the road meeting with local officials and community groups.When Renna first assumed the role of Director of Intergovernmental Affairs, she wasonly responsible for overseeing the team of Sandy Regional Directors. In June 2013,Renna’s oversight role expanded to both teams of regional staff, although Renna stated thatSandy oversight had been her primary focus over the past year.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3Renna said that her interactions vary between the two Regional Director teams. Dueto the fact that the Sandy team is based fully on the road, Renna said she mainly approvesvarious meetings the Sandy Regional Directors set up with local officials and communitygroups, and then requests updates and feedback from those meetings. Additionally, theSandy team fields questions and requests from local officials and community groups, andthen forwards these questions to Renna, who gathers information from Marc Ferzan andother officials from the Governor’s Office of Recovery and Rebuilding (“GORR”). Rennasaid that GORR also provides input on various action items that Renna communicates to theSandy team to take back to their regions’ respective mayors and community groups.Kelly was promoted to Deputy Chief of Staff for Legislative and IntergovernmentalAffairs in or about April 2013. At that point, Renna characterized herself as the only othersenior person in IGA aside from Kelly, and shortly thereafter, Renna defaulted into the roleof unofficially being in charge of the non-Sandy regional staff. Renna was responsible forapproving the Regional Directors’ travel schedules making sure they showed up on time anddid their jobs. Renna, however, had no involvement in hiring or termination decisions.1.Regional StaffIGA Regional Directors are collectively referred to as regional staff. Rennadescribed the regional staff as “kids,” in that many are recent college graduates and formerinterns with an interest in politics.Renna described IGA’s operations as constituent relations for local elected officials.In order to carry out IGA’s goal of effecting “good government” practices, Renna said thatshe is responsible for overseeing the Regional Directors via a system of “checks andbalances,” wherein Renna reviews with whom the regional staff are meeting, as well as thetiming and purpose of such meetings.B.IGA Office LayoutWhen Stepien was IGA Deputy Chief of Staff, all IGA staff was located on the 4thfloor of the State House. According to Renna, Stepien had a “bullpen” mentality; forapproximately Renna’s first 3 years in IGA, everyone had an office on the 4th floor.Renna sat in a cubicle until Kelly was promoted to Stepien’s position in April 2013.When Stepien left, Renna moved into Kelly’s former office on the 2nd floor of the StateHouse. Renna assumed Kelly’s former title of Director of IGA, but Kelly did not transfer toRenna the same responsibilities. Renna recalled there was confusion among the office as towhether Renna would be overseeing all IGA staff. Renna sat in Kelly’s old office until shewas moved to the 4th floor IGA cubbyhole by Kelly around September 2013, because asKelly explained at the time, the Chief Counsel’s Office needed additional space. Based onthe entirety of Renna’s relationship with Kelly, Renna speculated that the real reason behindPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4the move was Kelly was intimidated by Renna, and furthermore, Renna perceived that Kellyconsistently kept Renna at arm’s length from anyone of importance in the Administration.Renna stayed in the IGA cubbyhole, and consequently, Renna sensed that a lot of people inthe Governor’s Office did not know Renna, due to the physically remote location of Renna’soffice.C.Relationship with Bridget KellyRenna did not know Kelly until Renna’s second year in IGA, when Gasparino left theoffice and Kelly became Renna’s boss in 2011. Early on Renna and Kelly were as friendlyas Kelly was with anybody in the office. Renna noted that Kelly was not close with anyonein the office except Stepien.At first, Renna and Kelly would occasionally grab a drink after work, although theydid not socialize outside of work on the weekends. But after Renna got married in July 2012,Renna noticed that their personal friendship diminished.Renna explained that Kelly did not interact with many people in the office on apersonal level, so she considered Kelly’s behavioral change to be geared towards Rennaspecifically, and not reflective of a general behavioral change in Kelly. Renna noted thatwhen Stepien was in IGA, he also only interacted with Kelly, and Kelly and Stepien’smanagement style mirrored each other.When Kelly moved downstairs, she set up the IGA flow chart differently. In additionto Renna, Vincent Napolitano and Kieran Tintle reported directly to Kelly. Rennaconsidered Napolitano and Tintle to be her contemporaries in IGA. As Director ofConstituencies, Napolitano oversaw the constituencies operation, serving as the liaisonbetween the Governor’s Office and the Jewish and Hispanic communities. Tintle took overRenna’s role as Director of Legislative and Departmental Relations, which includedproactive letter writing.As Kelly got closer to filling Stepien’s role as IGA Deputy Chief of Staff, Kellybecame more distant from IGA staff. Based on speculation, Renna believed that if Stepienwere to leave, Kelly would get his job.D.IGA Culture and Management StyleRenna described Stepien as antisocial, but added that Stepien could be very pleasantwhen he wanted to be. Renna further characterized Stepien as brilliant but intimidating.Renna said that it was her perception that Kelly wanted to be like Stepien, but in Renna’sopinion, Kelly was not nearly as intelligent as Stepien. Renna believed that Kelly emulatedStepien’s management style and fell in line with whatever he wanted without question.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5Renna described Kelly’s demeanor as tough with an occasional bad temper.However, by the time Kelly headed the IGA office, the staff had experienced three years of aculture where people knew better than to ask questions or come close to overstepping—so inRenna’s opinion, there were less reasons for Kelly to be angry because everyone alreadyknew how IGA operated.E.Additional IGA StaffRenna said that Matt Mowers preceded Evan Ridley as Regional Director for thenorthern region of New Jersey, which includes Fort Lee. During this time, Renna was notoverseeing the regional operations, so Mowers never worked for Renna. Renna opined thatMowers was young and ambitious, with a sharp political mind.Ridley took over Mowers’ position as Regional Director for the northern region whenMowers left IGA to work for Governor Christie’s reelection campaign in 2013. Rennaexplained that Ridley currently oversees a “super region,” because Kelly and Stepien werenot inclined to hire additional people over the past year and Ridley’s region encompassesmultiple regions. Renna added that Stepien wanted Mowers on the campaign, so IGAassigned Ridley the super region to get through the campaign.Professionally, Renna did not consider Ridley to be a strong performer.Renna also considered Pete Sheridan—the person who got Renna the interview withStepien in 2010—to be her contemporary within IGA. During the Governor’s first term,Sheridan oversaw the geographic operations within IGA.F.Use of Personal EmailsRenna explained that after she had been with IGA for one year, she recalled realizingthat everyone around her was using a personal email account in addition to their governmentemail accounts. Renna did not use a personal email address for work purposes during herfirst year in the Governor’s Office. When Renna realized that everyone else was using apersonal email account for work purposes, she created a Gmail account which she used forboth work and personal matters. Renna stated that no one in the Governor’s Office asked herto create a personal email account for work purposes.Renna added that staffers in the field were given state Blackberries and able to accessstate email accounts on the road.Renna did not recall discussions regarding the use of personal emails with Stepien orKelly.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6G.Other Interactions within the Governor’s OfficeIn Renna’s current role as Director of Intergovernmental Affairs, Renna rarelyinteracted with Maria Comella, the Deputy Chief of Staff for Communications and Planning.Renna interacted more with Comella when Renna was serving in the interdepartmental role.In Renna’s interdepartmental role, Renna stated that she interacted occasionally withNicole Crifo in the Authorities Unit.Renna recalled rarely interacting with David Wildstein—they interacted on no morethan five occasions, and all during her second and third year in the Governor’s Office whenshe was working on departmental matters. Renna also interacted with some younger folkswho worked under Wildstein at the Port Authority.Renna stated that Kelly and Wildstein talked all the time and were exceptionallyclose. Renna personally observed that Wildstein called Kelly frequently, but did not know ifthey socialized outside the office. Renna did not know why Kelly and Wildstein had such aclose friendship. Renna speculated that since Stepien was friendly with Wildstein, and Kellywas Stepien’s protégée, that could be the connection that bound Kelly and Wildstein.Renna had absolutely no direct interactions with the Governor. Renna said that shedid not directly interact with the Governor by phone, email or in person. At most, Rennawould see the Governor at a town hall event or Drumthwacket, where the Governor mightgive Renna a hug and ask how her husband was doing.H.Interactions with the Governor’s CampaignBeginning in July 2013, the IGA team went to go to campaign headquarters oneevening a week and made volunteer calls on behalf of the Governor’s reelection campaign.Kelly designated Wednesdays as “Bridgewater Wednesdays,” on which IGA staff wouldleave the State House at 5:00 p.m. and spend a few hours making “get out the vote” calls onbehalf of the Governor’s reelection campaign. Renna participated each Wednesday. Kellyand Stepien also scheduled weekly conference calls on Saturday mornings between IGA staffand campaign staff.Renna stated that IGA staff did not work on the campaign during normal businesshours. It was well known from Stepien and Kelly that IGA staff could only work on theGovernor’s re-election campaign on vacation or spare time outside normal business hours.1.Stepien’s “Top 100 Towns” ListRenna explained that the focus of the regional team for four years was “goodgovernment across the board,” which was implemented by managing constituent relationsPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7with every elected official at both the local and county level. The “T-100” towns list wasStepien’s brainchild. Renna did not know how Stepien came up with the list—shespecifically stated that the list was not based on town size—but she recalled being toldanecdotally that Stepien was a brilliant mastermind of voting data and had compiled a list ofkey towns whose support for the Governor could grow. Renna said that following HurricaneSandy, Stepien added 17 towns to the T-100 list, making it a T-117 list. Renna added thatnot all of the newly-added towns were added because of Hurricane Sandy. Renna said thatthe T-100 list was designed to focus on building stronger relationships for the Governor withthose towns in particular. Renna used the T-100 list daily during the course of the work day,and considered it a helpful tool to aid IGA’s efforts to have the Governor visit a school ororganize a town hall in certain towns in order to strengthen the Administration’s relationshipwith those towns.Renna was not under the impression that the list was structured as a “good/bad” list.Renna emphasized that the T-100 list was reflective of IGA’s continuing focus onstrengthening its constituent relations.Renna did not perceive a cognizable pattern in the list of towns. To the contrary,Renna described the list as a “mixed bag of towns” that included urban, suburban and ruraltowns. The list includes more northern New Jersey towns than southern New Jersey towns,but Renna stated that demographics did not play a factor in compiling the list.Renna said that within the Governor’s Office, IGA did not “drive” theAdministration; rather, IGA was designed to be the link between getting on-the-groundinformation from local towns and counties and communicating that information to the highlevel people and senior staff making the decisions.2.List of MayorsRenna believed Stepien kept track of mayors who were not in favor with IGA, butRenna was not privy to that process. But IGA staff would receive mandatory directivesalong the lines of “do not rush to return this mayor’s phone call.” Renna recalled an IGAstaffer asking Renna, “Can we get a list of hands-off mayors?” Renna rememberedresponding, “You know we won’t get it, and it would change daily anyway.”Renna could not think of an example of political retribution that would rise to thelevel of what is alleged was done with the George Washington Bridge. However, sometimesIGA staff received a directive along the lines of “no need to call to check in” with a localelected official, which was enough to send a message to the local elected official.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 83.Stepien’s Color-Coded MapsRenna described Stepien as having different maps for different years posted on thewalls of Stepien’s office and multicolored pins strategically placed throughout the maps.Renna said that the multicolored pins represented towns in which the Governor held publicevents or IGA organized town halls; or, alternatively, mayors who had signed on to supportthe Governor’s various initiatives, such as the Governor’s 2.5 percent property tax cap planfrom 2010.4.Kelly’s Poster of NamesRenna was shown a poster with a list of names taken from the wall of Kelly’s office.Renna did not remember seeing this specific poster but was familiar with the names listed.Renna noted that in practice, she recalled Kelly making lists on whiteboards in her office, butRenna did not recall seeing a large poster in Kelly’s office.Renna speculated that the top names were “constituency guys.” Renna then identified thenames on the list, and specified to the best of her recollection whether or not the personendorsed the Governor.•Mullen [William T. Mullen, President of the New Jersey Building and Trades Council]:Renna said Mullen is a building trades guy who is not a current friend of theAdministration, though he used to be.•Pocino [Ray Pocino is on the Port Authority Board of Commissioners]: Renna recalledPocino endorsed the Governor and is considered a friend of the Administration.•Jackson [Bishop Reggie Jackson]: Renna described Jackson as an African Americancommunity leader who Renna thinks endorsed the Governor.•Kotler [Rabbi Malkiel Kotler]: Renna said Rabbi Kotler oversees the orthodox Jewishcommunity in Lakewood, NJ. She recalled Rabbi Kotler endorsed the Governor.However, it was Renna’s understanding that IGA was not working with Rabbi Kotler anylonger.•Stack [Senator Brian Stack, 33rd Leg. District and Democratic Mayor of Union City]:Renna recalled that Senator Stack endorsed the Governor.•Diaz [Wilda Diaz, Democratic Mayor of Perth Amboy City]: Renna recalled that MayorDiaz endorsed Barbara Buono.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 9•Gerbounka [Richard Gerbounka, Mayor of Linden City]: Renna recalled that MayorGerbounka endorsed the Governor.•Stahl [David Stahl, Mayor of East Brunswick Township]: Renna recalled Mayor Stahl, aformer Democrat, switched parties to run for State Senate as a Republican. Renna didnot think Mayor Stahl ultimately endorsed the Governor but said that he could have beenlisted as a potential endorser when he was still a Democrat.•McCormac [John McCormac, Democratic Mayor of Woodbridge Township]: Rennarecalled Mayor McCormac endorsed the Governor in 2009 but not in 2013, but Rennadescribed Mayor McCormac as a friend of the Administration.•DelVecchio [David DelVecchio, Democratic Mayor of Lambertville City]: Rennarecalled Mayor DelVecchio did not endorse the Governor.•Sokolich [Mark Sokolich, Democratic Mayor of Fort Lee]: had no recollection.•Kelly [Albert Kelly, Mayor of Bridgeton City]: Renna recalled that Mayor Kelly did notendorse the Governor.•Hameeduddin [Muhamad Hameeduddin, Mayor of Teaneck]: Renna recalled MayorHameeduddin did not endorse the Governor.•LaBarbiera [Richard LaBarbiera, Democratic Mayor of Paramus]: Renna did not recallwhether Mayor LaBarbiera endorsed the Governor.•Roque [Felix Roque, Democratic Mayor of West New York]: Renna recalled that MayorRoque was a mayor who was indicted. She recalled the Administration had a workingrelationship with Mayor Roque before his indictment.•Fulop [Steven Fulop, Democratic Mayor of Jersey City]: Renna did not know if MayorFulop was on the list of potential Governor endorsements.I.Endorsement Efforts: Mayor Dawn ZimmerRenna stated that Hoboken Mayor Zimmer was always on the list for potentialDemocrat endorsements, and then Renna recalled Mayor Zimmer’s name came off the list.Renna recalled that IGA always had a “phenomenal working relationship” with MayorZimmer, even though Mayor Zimmer had made it clear that she was not going to endorse theGovernor. Renna recalled the Governor was fine with Mayor Zimmer’s non-endorsement.Renna added that she had a document indicating Stepien directed IGA to take Mayor ZimmerPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 10off the list of potential endorsements in January 2013. Following that directive, the IGAoffice had a great working relationship with Mayor Zimmer.Renna said that the Governor rarely solicited endorsements directly from mayors. Itwas Renna’s understanding that the Governor personally requested Mayor Zimmer’sendorsement, but Renna did not know this factually; rather, Renna’s understanding is basedon a conversation she had with Kelly, who thought that the Governor personally askedMayor Zimmer to consider endorsing him during a meeting with Mayor Zimmer.Even though Renna recalled that Stepien directed IGA to take Mayor Zimmer off thelist of potential Democrat endorsements in January 2013, Renna said that the conversationwith Kelly (about the Governor asking Mayor Zimmer to consider endorsing) happened inFebruary 2013.J.IGA Communications re: Mayor Mark SokolichRenna specifically recalled that Mayor Sokolich was on the list of potential Democratendorsements “for a long time,” but remembered Mayor Sokolich came off the list in April2013. Ridley told Renna that Mayor Sokolich was not planning to endorse the Governor. Atthe time, Renna was not involved in obtaining Mayor Sokolich’s endorsement, and had nospecific knowledge about such efforts. Renna recalled Mowers asked Mayor Sokolich forhis endorsement, but was not aware that Mowers was planning to ask Mayor Sokolich priorto Mowers’ request for the Mayor’s endorsement.Renna said that IGA knew by April 2013 that Mayor Sokolich did not intend toendorse the Governor, and Renna’s perception was that was fine. She recalled Mowers andRidley continued to have an excellent relationship with Mayor Sokolich, even after IGAknew the mayor was not endorsing the Governor, at least up until August 2013, when Kellycommunicated to Renna that she was upset about Ridley meeting with Mayor Sokolich.1.June 5, 2013: Renna-Ridley Email re: Mayor SokolichSouthwell questioned Renna about a June 5, 2013, email from Ridley to Renna, inwhich Ridley wrote, “meeting with the mayor of Fort Lee was one of the more interestingthings I’ve witnessed in this job.” Renna explained that Ridley routinely sent Renna emailsto update her on his daily meetings. Renna did not recall having a substantive follow-upconversation with Ridley about that Mayor Sokolich meeting. Renna never met MayorSokolich, but she generally recalled that Mayor Sokolich was known to be a quirky, jubilantguy. Based on Renna’s professional relationship with Ridley, Renna surmised that Ridley’scharacterization of that Mayor Sokolich meeting suggested that Ridley found MayorSokolich to be jovial and funny.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 112.August 16, 2013: Ridley Meeting With Mayor SokolichRenna was questioned about an August 16-17, 2013 email exchange between Renna andKelly wherein Kelly not happy that Ridley met with Mayor Sokolich. Relevant portions ofthe email exchange are below.Kelly (8/16/13 at 10:54 p.m.): And why did [Ridley] think it was ok to meet with Sokolich?Kelly (8/17/13 at 7:43 a.m.): [Ridley] should not have met with Fort Lee without approval.I’m really upset with him.Renna (8/17/13 at 7:47 a.m.): I’m checking with Chris [Stark, IGA Regional Director] tosee if [Ridley] asked him or not. I doubt he did…Chris would have flagged it with me, I’msure. Will let you know.Renna stated that she did not know why Kelly was angry with Ridley for meeting withMayor Sokolich on August 16, 2013, and found Kelly’s reaction “inexplicable.” Rennarecalled following up with another IGA staffer to see if Ridley had flagged the MayorSokolich meeting with him; the other IGA staffer did not know Ridley was taking themeeting with Mayor Sokolich. Renna said that she had no idea there was an issue withMayor Sokolich at the time.Renna stated that she did not ask Kelly why she was angry with Ridley for meeting withMayor Sokolich, because the information flowed on a need-to-know-basis: if Kellyconsidered it important that Renna know why Kelly was upset with Ridley, Kelly wouldhave shared that information with Renna. Renna stated that it would have been oversteppingfor her to ask for that information. Renna did not recall ever talking about it with other staffor learning from other sources why Kelly reacted angrily, but Renna explained that Kelly’sreaction was not out of the ordinary, as it was normal for IGA management to be mad at amayor without Renna knowing why.Renna added that the August 16, 2013 meeting was the last meeting Ridley had withMayor Sokolich. According to Renna, IGA did not engage in any outreach with MayorSokolich between Ridley’s August 16, 2013 meeting with Mayor Sokolich and the Fort Leetraffic issue.Renna explained that the full picture of the Renna-Kelly email chain was moreconvoluted than it seemed, because Renna recalled having performance issues with Ridleyprior to August 16, 2013. For example, Renna was frustrated with Ridley for not sending herhis schedule of meetings; and in addition, she had heard rumors that Ridley may have beenfaking having certain meetings (and subsequent recaps of the meetings) with local officialsand instead taking time off from work. Renna even suspected that the August 16, 2013“meeting” with Mayor Sokolich might have been fake, given Ridley’s rote description of it.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 12Renna said that she did not want to throw Ridley under the bus in her conversation withKelly, so she simply tried to placate Kelly.Renna added that she had a follow up conversation with Ridley regarding hisperformance issues. Renna did not know if Kelly met with Ridley about either his lack ofperformance or Ridley’s August 16, 2013 meeting with Mayor Sokolich.Renna did not have any subsequent conversations on this subject with Kelly followingthe August 16-17, 2013 email exchange.3.August 22, 2013: Email re: Fort Lee Regional Chamber ofCommerce Breakfast[On August 22, 2013, Renna received an email from Margaret Maclay, Director ofthe Fort Lee Regional Chamber of Commerce, inviting Lieutenant Governor Guadagno toaddress the Fort Lee constituency at an upcoming October 2013 luncheon. Renna forwardedthe email to Kelly, who replied, “Should we do this in light of the Mayor?” Rennaresponded, “I guess not. It’s a good Chamber, though.” Kelly then said, “I assume theMayor would go, no?” Renna answered,” Not necessarily if we don’t tell him. He works,right?” Kelly responded, “Correct. Good call.”]During this timeframe, Renna recalled being in the process of lining up speakingengagements with various Chambers of Commerce. When asked why Renna responded toKelly, “I guess not,” Renna said it was in response to the immediate interchange with Kelly,wherein Renna inferred that Kelly had something against Mayor Sokolich and went alongwith it in her response to Kelly. Renna did not recall having any subsequent discussions withKelly about the Fort Lee Regional Chamber of Commerce invitation.II.Chronology of the George Washington Bridge EventsA. August 2013Renna had no recollection of interactions between Kelly and Wildstein during August2013. Furthermore, Renna said she had no knowledge of the August 13, 2013 emailcommunications between Kelly and Wildstein.B. September 9-13, 2013 – George Washington Bridge Lane RealignmentRenna stated she had no knowledge of the Fort Lee lane realignment at the time itstarted. Renna did not have any knowledge of inquiries about the traffic issues on September9, 2013.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 13Regarding Kelly’s September 9, 2013 email to Ridley (“Have you spoken to the FortLee Mayor?”), Renna was copied on the email, which Renna recalled was sent on theirofficial Governor’s Office email accounts.1.September 12, 2013 – Renna’s Email to Kelly About MayorSokolichRenna recalled the events of September 12, 2013. Renna recounted that Ridley cameto Renna’s office and said he needed to talk to Renna about a call she had just taken fromMayor Sokolich. Renna recalled pulling out a notebook and taking notes as Ridley reiteratedthe conversation with the Mayor. Renna recalled Ridley saying that he had never heardMayor Sokolich so angry; he said Mayor Sokolich used a lot of foul language and toldRidley that he needed to figure out what was going on.1Renna explained that it was her job to report the phone call to Kelly. Renna recalledhoping to speak to Kelly in person on September 12, 2013, but due to extenuatingcircumstances (the boardwalk fire in Seaside happened that day and Kelly was in a meeting).Renna sent Kelly an email outlining the conversation Ridley recounted with Mayor Sokolich.Renna added that her practice was normally to reach Kelly in person but otherwise she wouldemail Kelly. Renna recalled thinking it was not important enough to call Kelly’s cell.Renna sent the email to Kelly recounting Ridley’s angry call from Mayor Sokolich at3:36 p.m. on September 12, 2013. Kelly did not respond to Renna’s email about theSokolich call until 11:44 p.m. that night. Renna recalled that between 3:36 p.m. and whenKelly responded at 11:44 p.m., Renna had been in communication with Kelly about theboardwalk fire, but not about Fort Lee. At the time, Renna was not aware that Kelly hadforwarded Renna’s email about Mayor Sokolich’s angry call to Wildstein.Renna woke up the next morning and saw Kelly’s response from 11:44 p.m. Incontrast to Renna’s lengthy, 5-paragraph email to Kelly recounting Mayor Sokolich’s call,Kelly responded with a single word: “Good.” Renna recalled thinking it was a typical,cryptic response. Renna described Kelly’s cryptic response as Kelly trying to act likeStepien.Until December 12, 2013, Renna did not recall any later discussions with Kelly aboutthe September 12, 2013 email or Mayor Sokolich’s phone call.Renna said that because she lives in south Jersey (Fort Lee is north New Jersey), shewas not fully aware of the extent to which the traffic issue had been reported in the news1In Renna’s handwritten notes of Ridley’s recounting the Mayor Sokolich call, Renna wrote “minutes fromthe council meeting,” but Renna stated that she did not recall what that note refers to.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 14cycle until Ridley put the September 17, 2013 Wall Street Journal article about Fort Lee inthe daily report. Renna recalled this was the first media report she saw on the Fort Leetraffic issue.2.September 13, 2013 – IGA Staff Meeting and Patrick Foye’s EmailRenna did not recall the September 13, 2013, IGA staff meeting Kelly assembled viaemail. Renna commented that typically, Kelly would not use email to gather all staff for ameeting. However, weekly IGA staff meetings usually occurred on Fridays (September 13,2013 was a Friday). Renna said Kelly’s email could be about anything.Renna had no independent recollection of Patrick Foye’s September 13, 2013 emailor the Wall Street Journal article on the George Washington Bridge traffic issues. Renna didnot recall having a conversation with Kelly about either Foye’s email or the traffic issues.C. October - December 2013Renna stated she likely had brief conversations with her colleagues about the PortAuthority board meetings and legislative hearings on the lane realignment, but she did notrecall having any notable or substantive conversations about Fort Lee. Renna stated that shedid not take note or pay attention to the Fort Lee issues until Wildstein was subpoenaed.Renna recalled Wildstein’s resignation in early December 2013. Renna did not recallhaving any conversations with Kelly about the Fort Lee events until December 12. Rennaadded that at this point in time, Kelly had kept Renna at arm’s length. Renna recalled it wasnot unusual to go a full day without seeing or talking to Kelly.D. December 12, 2013 – Kelly’s Phone Calls to RennaOn the night of December 12, 2013, Kelly called Renna’s cell phone while Rennawas on the way home from dinner with her husband and three stepchildren. Renna noted thatit was normal for Kelly to call Renna’s cell if Kelly needed to get a hold of Renna, but bythat point in time, Renna and Kelly did not speak frequently, so Renna suspected somethinghad to be wrong for Kelly to call Renna at 9:00 p.m. Renna added that Kelly had not been inthe office that day because Kelly had accompanied her oldest daughter to a medicalappointment in Manhattan.The following is Renna’s recounting of the basic substance of the first telephoneconversation with Kelly on the night of December 12, 2013:Kelly: Do you have a minute to talk? I need you to walk me through the timeline as itrelates to Fort Lee.Page 15PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRenna: What does that mean?Kelly: When did Mowers ask for the endorsement?Renna: I don’t recall. I wasn’t involved or overseeing the [regional] team then…off the topof my head, April or May.Kelly: Do you remember how he asked [for the endorsement]?Renna: I wasn’t involved; I remember hearing he just felt out the mayor, and he wasn’tinterested – that’s all I can tell you.Kelly: But it was spring?Renna: Yes, I believe it was.Kelly: Right. So this doesn’t make any sense at all as it relates to the Bridge.Renna: Right. Well if the Mayor is saying political retribution, Evan had had a greatrelationship with Mayor Sokolich, so it doesn’t make sense.Kelly: I know, that’s what I told Kevin [O’Dowd]. I just wanted to make sure I had it rightas far as timing goes, because you know, I didn’t know anything about this.Renna: Right. But, you know that the Mayor called Evan about it at some point – remember,he was F-bombing, etc.[At this point, Renna indicated that Kelly immediately changed her tune.]Kelly: Oh right, the email you sent me that I responded to with “good.” Do me a favor andget rid of that.Renna recalled thinking to herself that she had never been asked to do anything likedelete an email before in the four years she had been with IGA. Renna said that the calldropped, and both Renna and Kelly tried to call each other back, and Kelly reached Rennafirst. Renna claimed that the two calls were like “Version 1” and “Version 2,” in that Kelly’sentire attitude and demeanor during the second call was completely different than the firstcall; in contrast to the first call, Kelly was nervous and talking fast. Renna recalled Kellywas not making sense. Here is Renna’s recounting of the basic substance of the secondtelephone conversation with Kelly that same night:Kelly: Well you know, Kevin called me today, and he really grilled me about this.Page 16PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRenna: Okay, but you didn’t know anything, you just knew from this [September 12] emailright?Kelly: Right, but he’s asking me lots of questions about David [Wildstein], and it’s justnerve racking, and I’m at the hospital with the kids…Renna recalled Kelly then paused.Kelly: You know Christina, if someone tells me something is okay, who am I to questionthem?Renna: Right, if Bill or David say something—Kelly: I don’t need your vindication, Christina.Renna recalled Kelly then cut her off, and Renna just let Kelly talk. Renna reiteratedtwo additional things of note that she recalled hearing Kelly say.First, Kelly commented that she felt okay about things because Senator LorettaWeinberg did not believe the Governor’s Office was involved in the Fort Lee traffic issues.Second, Kelly concluded the call by saying, “All I know is that if David [Wildstein]said there was a traffic study, I have no doubt there was a traffic study. Renna recalledanswering, “Well right, it was a traffic study.”Shortly before the end of the second call, Renna recalled Kelly thanked Renna forletting Kelly vent. Renna finished the call sitting in the car parked in her driveway. Herhusband and children went inside while Renna finished the call. After she hung up, Rennawent inside and told her husband she had had an “unnerving” conversation with Kelly aboutthe Fort Lee issue, but she did not recall sharing specifics of the conversation with herhusband at that time.Renna did not recall having a subsequent discussion with Kelly about the phone calls.Renna did not talk to anyone else about Kelly’s request that Renna delete the September 12,2013, email or about the December 12, 2013, calls with Kelly.Renna told herself to sleep on Kelly’s request to delete the September 12 email. Thenext morning, she complied with Kelly’s request because Renna always did what Kellyasked her to do. However, Renna was so upset about Kelly’s request that she decided topreserve a copy of the email by forwarding it to another personal Comcast email accountbefore she deleted the original email from her Gmail account.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 17Renna thought she deleted the email from her Gmail account halfway through the dayon December 13, 2013.B.December 13, 2013Renna recalled listening to the Governor’s December 13, 2013, press conference butshe was doing other things and was not watching closely.E. January 7, 2014 – Renna’s Conversation with Kelly About Fort LeeOn January 7, 2014, the day before Kelly’s emails were released in The BergenRecord, Renna had a conversation with Kelly in Kelly’s office to discuss personnel issueswithin IGA. Renna recalled Kelly saying, in sum or substance, “You know, I’ve been hidingunder my desk nervous anytime someone walked in here with questions about Fort Lee, andI’m just happy it’s dying down.”F. January 8, 2014On the morning of January 8, 2014, Kieran Tintle called Renna in her office and toldher to go to NJ.com. After Renna saw the headline, she told Tintle to come up to her officeand further instructed him not to say anything to the rest of the staff. Renna said she thenread the article and was shocked.At some point after The Bergen Record story broke on January 8, 2014, Renna saidKelly called Renna’s office line. Kelly was hysterically crying and said that she was sorry.Renna asked Kelly if she was going to come into the office, and Kelly said no. Kelly hungup and called Renna back at some point later in the day to ask Renna to log into Kelly’sTwitter and delete Kelly’s account, because people were tweeting “mean things” aboutKelly. Renna said that she was unable to log on with the login information Kelly gave her.Kelly said that Kelly’s mom had also been trying to log onto Kelly’s Twitter and wassimilarly unsuccessful. Renna recalled that Kelly’s Twitter account ended up being takendown, but Renna was not sure how it was deleted.Later that day, on January 8, 2014, Kelly called Renna again. Renna recalled Kellyseemed calmer than during the previous two calls earlier that day. Renna said Kelly askedher about the State of the State RSVP’s, and asked Renna to email the State of the Stateupdates to a new email address. Kelly gave Renna the new email address and specificallyasked Renna not to share the email address with anyone in IGA. Throughout the rest of theday, Renna sensed that Kelly was trying to just work normally.Page 18PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTG. January 9, 2014Within the first hour of the day on January 9, 2014, Renna printed the September 12,2013, email exchange with Kelly about Mayor Sokolich’s call to Ridley and brought theemail to Regina Egea. Renna explained to Egea why the email timestamp reflectedDecember 12, 2013, and recounted Kelly’s request that Renna delete the email. Rennarecalled telling Egea that she was willing to talk to Chief Counsel Chris Porrino about theemail, but she wanted Egea to also have it. Renna did not discuss the email with anyone inthe Counsel’s Office at that time.Before the Governor’s January 9 press conference announcing Kelly’s termination,Kelly called Renna crying to say that she had been fired. Renna conveyed that she was alsoupset, as the whole situation was overwhelming. Renna recalled Kelly said,” I don’t knowwhat I’m going to do. You can’t trust anyone, Christina.”Renna noted that this was the last time she spoke with Kelly on the phone. Shortlyafter they hung up the phone, Renna received a text from Kelly that said, “Sorry to tarnishIGA.” Renna said that she responded to Kelly with something comforting, and Kellyanswered that she was sorry. Renna said that this was the last time she communicated withKelly.Later that day, Renna asked the Regional Directors (Ridley, Chris Stark andDominick Fiorilli) to come to Renna’s office. During Renna’s earlier meeting with Egea,Egea told Renna she would be asked to talk to someone in the Chief Counsel’s Office aboutthe September 12, 2013 email. Renna relayed to the Regional Directors that she would betalking to the Counsel’s Office about certain things, and she wanted to ask the RegionalDirectors if they were aware of other related stories, in the event there might be other mayorscoming out of the woodwork. Renna said she wanted to get the insight of the regionalsbefore she spoke with the Counsel’s Office.Renna spoke to Porrino for two hours later that night about the Fort Lee events ofwhich she was personally aware.III.Superstorm Sandy Aid AllegationsRenna did not have a personal relationship with Mayor Dawn Zimmer. Within IGA,Ridley had a relationship with Mayor Zimmer. In contrast, Renna and Mayor Zimmer onlymet in passing. Renna recalled organizing a town hall event that Mayor Zimmer attended.Renna’s involvement in Hoboken was limited to hazard mitigation funding, noteconomic development projects. To Renna’s knowledge, there was never a discussion withinIGA about tying Sandy relief funding to development projects, or tying Sandy relief aid to aPage 19PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTlocal elected’s support. Renna had no knowledge of Sandy relief aid being based onanything other than the merits.A. February 2013: Dawn Zimmer’s Meeting with the GovernorRenna recalled emailing David Glass (DEP Deputy Chief of Staff & LegislativeLiaison) to set up the meeting between DEP and Mayor Zimmer, but after reviewing theemail exchange to that effect, Renna surmised that the meeting referenced in Renna’s emailto Glass (wherein Renna says, “Late last week, Governor Christie met with Mayor Zimmerof Hoboken to discuss a whole host of issues”) was probably the February 2013 meeting inwhich the Governor specifically asked Mayor Zimmer to consider endorsing. Renna saidthat she did not attend the meeting.B. March 5, 2013: DEP Meeting with Dawn ZimmerRenna recalled Mayor Zimmer sent a letter to IGA about flooding, but noted that a lotof towns reached out to IGA with flood mitigation proposals and plans. Renna said that sheknew Mayor Zimmer had a large scale flood mitigation project that required the involvementof the Army Corps of Engineers. Renna recalled that Mayor Zimmer was throwing outenormous dollar figures for the project in an effort to get increased funding. Rennaemphasized that the project sticks out in her memory as a flood mitigation project – not adevelopment project.Renna believed that Kelly asked Renna to set up the meeting between DEPCommissioner Martin, Department of Community Affairs Commissioner Constable, andMayor Zimmer. Mowers also attended the meeting. Renna explained that this fell within herarea of responsibility because she was overseeing both the Sandy operation andinterdepartmental relations at that time. Renna did not recall discussing the meeting withCommissioner Martin or Commissioner Constable. Renna did not attend the meeting onMarch 5.Prior to the meeting on March 5, 2013, Mowers sent an email to Renna asking if itwas ok for the Rockefeller Group to be part of the meeting with Mayor Zimmer and theCommissioners. Renna recalled that she did not know who the Rockefeller Group was, andthe only reason she remembers the Rockefeller Group now is because Renna went to Kelly toask who the Rockefeller Group was. Renna recalled Kelly said that Lori Grifa representedthe Rockefeller Group. Renna cannot recall if Kelly said whether it was or was not aproblem for the Rockefeller Group to attend the meeting, but Renna said that she would nothave made the decision for the Rockefeller Group to participate in the March 5, 2013meeting without clearing it through Kelly. Renna’s understanding was that the RockefellerGroup’s participation had to do with the flood mitigation project and was thereforeappropriate.Page 20IV.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTRenna’s Final IGA ObservationsRenna described IGA as “amazingly non-partisan,” in that party affiliation was not aconsideration within the Governor’s Office. Renna said that the IGA operation “needs to goback to its purest form” – focusing on building relationships and good government – andthat, in her opinion, despite what may have happened during the reelection period in 2013,IGA is still 99% pure good government.Renna characterized IGA as a department within a Governor’s Office thataccomplished “truly amazing things” that the Governor could be proud of, and that the levelof IGA’s communication to both Democrats and Republicans alike was unprecedented, andRenna heard this over and over from municipal governments across the state. Rennadescribed the IGA operation as Bill Stepien’s brilliant brainchild that represented “fantasticgovernment 99% of the time.” Renna added that the Sandy team in particular highlightsIGA’s strengths as a completely non-partisan operation coordinating a broad outreach toelected officials across party lines, day in and day out.V.Document Retention NoticesRenna received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Ridley Interview MemorandumOn January 23, 2014, March 11, 2014, and March 21, 2014, Evan Ridley wasinterviewed by Randy M. Mastro, Reed Brodsky, Avi Weitzman, Matthew Benjamin, RachelBrook, and/or Alyssa Kuhn of Gibson Dunn. On January 23, 2014, Ridley was notrepresented by counsel. On March 11, 2014 and March 21, 2014, Ridley was represented bySamuel Moulthrop and Zahid Quraishi of Riker Danzig. All information contained hereinwas provided by Ridley or as indicated. Ridley has not read or reviewed the memorandumand has not adopted or approved its contents. Mastro began the interview by administeringthe standard Upjohn warnings per Gibson Dunn protocol, and requesting that Ridley refrainfrom discussing the investigation and interview with others. Ridley stated that he agreed,understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion which reflects counsel’s mental thoughtsand impressions and is therefore protected from disclosure by the attorney work productdoctrine.I.BackgroundRidley graduated from the University of Wyoming in 2007. After he graduated,Ridley started working at the Wyoming Republican Party. Ridley worked his way up toExecutive Director of the Wyoming Republican Party. Ridley then moved to Washington,D.C. and served as Press Secretary for Wyoming Senator Mike Enzi. Thereafter, he movedto New Jersey to work for the Republican State Committee.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Ridley joined the New Jersey Republican State Committee as Regional Director forBergen County. His responsibilities included helping elect mayors and councilmen. Afterthe 2012 presidential election, Ridley started his current position at the Office of theGovernor as Regional Director for the Office of Legislative and Intergovernmental Affairs(“IGA”).Bridget Kelly, former Deputy Chief of Staff of IGA for Governor Christie, connectedRidley to his current position at IGA. Ridley met Kelly in his capacity as Regional Directorat the Republican State Committee. Ridley got to know Kelly because she was from BergenCounty, the region he was responsible for at the State Committee. Ridley also spoke withBill Stepien when Stepien was Deputy Chief of Staff at the Office of the Governor and alsowhen he was Campaign Manager for Governor Christie’s reelection campaign. Ridley doesnot know Kelly and Stepien well, and his conversations with them were professional.Towards the end of the 2012 presidential election, Kelly visited Ridley’s office inBergen County a few times. Kelly spoke with Ridley about municipal chairs and countychairmen. During evenings and on weekends, Kelly spoke with Ridley about campaignduties. Ridley also spoke with Stepien regarding what Ridley thought worked and didn’twork during the previous election cycle and his ideas moving forward.A.Role and ResponsibilitiesKelly offered Ridley his current position at the Office of the Governor the week afterthe 2012 presidential election. When he first started at IGA, Ridley reported to PeteSheridan, who was the Director of Regional and Intergovernmental Affairs. Other RegionalDirectors included Matt Mowers, Richard Rebisz, John Case, and Chris Stark. Ridley wasinitially responsible for Sussex, Warren, Hunterdon, and Morris Counties. When Mowersleft to join Governor Christie’s reelection campaign, Ridley took over Mowers’s region,which included, among others, Bergen and Essex Counties. Ridley said that Sheridan left towork on the reelection campaign in May or June of 2013 and Christina Renna took over asDirector of Departmental Relations.As Regional Director, Ridley is a conduit between municipalities and the stategovernment. When a mayor within his region has a concern, they contact Ridley, and Ridleyoften reaches out to mayors in his region as well. Ridley’s principal responsibility isfostering constructive links between municipalities and the Office of the Governor.B.Interactions with the Governor’s Reelection CampaignRidley said that IGA staff volunteered on Governor Christie’s reelection campaign.IGA staff made phone calls on some Wednesday nights at campaign headquarters inBridgewater, New Jersey. Ridley stated that Kelly made clear to all that working on thePage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTcampaign was purely voluntary. In addition, Ridley stated that IGA staff was given clearinstructions that they could only volunteer on the campaign at night and on weekends.Ridley said that on occasion, he communicated with his counterpart at the campaign viaphone or text message during business hours, but otherwise volunteered on the campaign atnight and on weekends. When asked whether Ridley thought that volunteering on thecampaign was a condition of his employment, Ridley responded no. Ridley said that hethought that volunteering on the campaign made him look like a team player and would lookfavorable when it came time to move on to a new position.IGA staff also volunteered, in their free time, to help secure endorsements forGovernor Christie’s reelection campaign. IGA staff and Governor Christie’s reelectioncampaign staff kept a list of mayors that they thought would potentially endorse GovernorChristie or they thought could be persuaded to endorse Governor Christie. IGA sent TargetOutreach emails to IGA staff’s personal email accounts. Nothing negative happened tomayors that were removed from the list of mayors who might endorse Governor Christie.Ridley sought endorsements typically at night or on weekends, on a voluntary basis. IGAstaff asked Republican Mayors to sign a form indicating they would endorse the Governor.Mayor Sokolich was viewed as someone who might endorse Governor Christie andwas on the IGA target list. Ridley said that Mayor Sokolich was supportive of the Governorin every one of Ridley’s conversations with the mayor, but Ridley never thought MayorSokolich would publicly endorse the Governor, so he never asked him for an endorsement.Ridley did not recall hearing anyone in the Office of the Governor discuss Mayor Sokolich’sendorsement status, and was unaware if anyone else had ever discussed endorsing GovernorChristie with Mayor Sokolich. Ridley further noted that had Mayor Sokolich communicatedto IGA that he was not going to endorse Governor Christie, Ridley would not havenecessarily been made aware of this conversation; this information was generally reported tohis superiors, but was not communicated to lower-level members of IGA in the normalcourse.Ridley recalled that Mayor Zimmer was on the list of mayors who might endorseGovernor Christie, but did not recall at what point. Although Mayor Zimmer was in hisregion, Richard Rebisz, Sandy Regional Director at IGA, generally communicated withMayor Zimmer because Rebisz’s role was to communicate with mayors regarding Sandyrelated matters. Mayor Zimmer was on an IGA “Appointments List,” which was a list ofmayors that IGA recommended to the Appointments Office for potential honoraryappointments. Ridley explained that IGA recommended mayors that they had a goodrelationship with and who IGA believed were responsive and qualified to take on anappointment.Ridley understood that Kelly attended Mayor Fulop’s inauguration and spoke withMayor Fulop about endorsing Governor Christie. Ridley was never given permission to askPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4Mayor Fulop for his endorsement, and only met Mayor Fulop once, at his inauguration,because he got the impression that more senior people in the office wanted to introduceMayor Fulop to the Administration. At some point, Ridley learned from press reports thatGovernor Christie and Stepien had reached out to Mayor Fulop, but Ridley did not havepersonal or independent knowledge of that. Ridley did not recall learning about MayorFulop’s endorsement status outside of news reports.II.Chronology of the George Washington Bridge EventsA.August 16, 2013On or about August 16, 2013, Ridley called Mayor Sokolich in the ordinary course ofhis position at IGA to check in with the mayor. Ridley spoke with Mayor Sokolich whomRidley believed was out of town in the Hamptons at the time. Ridley asked how MayorSokolich was doing, and if he had time to sit down for a quick conversation. Ridley statedthat Mayor Sokolich was still supportive of the Governor, but did not give any signs that hewould endorse. Ridley explained that he tries to call the mayors in his region once a month.Ridley stated that in mid-August 2013, he still thought Mayor Sokolich might endorse theGovernor. Ridley stated that he never spoke with Kelly regarding Mayor Sokolich’sendorsement status.B.August 18, 2013One of Ridley’s responsibilities as Regional Director is to draft Daily Report Recapsof his briefings with mayors and email these reports to Renna. Renna and a few other seniorstaff members compiled the Daily Report Recaps in a memo for Kelly. On August 18, 2013,Ridley sent Renna his Daily Report Recaps from the prior week, which included a summaryof his phone conversation with Mayor Sokolich. Ridley sent his Daily Report Recaps fromhis Gmail account to Renna’s Gmail account. The Recap discussed Mayor Sokolich’s recentinitiatives in Fort Lee. Ridley ended the Recap writing that Mayor Sokolich was stillsupportive of the Administration, but there were no signs of an endorsement.C.August 21, 2013On or about August 21, 2013, Kelly came to Ridley’s desk unprompted and angry,said that they needed to have a conversation that day, and then walked away. Ridleyexplained that he knew Kelly was angry because of her facial expression, the tone of hervoice, and the fact that she wanted to have a private conversation, which was not the normalcourse. Ridley did not recall anyone else being present for this conversation. Ridley statedthat he did not know why Kelly was angry. Ridley sent Kelly an email at 1:26 p.m. onAugust 21, asking if she was available to meet that afternoon because he felt it was hisresponsibility to reach out to her. Kelly did not respond until after business that night andPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5said they should meet the next day. Kelly never followed up with Ridley; Ridley and Kellynever met about whatever Kelly wanted to discuss with him on or about August 21, 2013.D.September 9, 2013On or about September 9, 2013, Kelly emailed Ridley to ask if he had spoken to theFort Lee Mayor. Ridley responded “No, not in a while.” That email chain was the beginningand end of their conversation. Kelly didn’t communicate with Ridley further about theemail, and Ridley never mentioned Kelly’s email to Mayor Sokolich. Ridley explained thatsometimes Kelly would email Ridley asking Ridley if he had spoken to particular mayorsrecently. Ridley would respond, and Kelly would either say thank you or not respond.Ridley had no knowledge of the George Washington Bridge (GWB) lane realignmenton September 9, 2013. As Regional Director, he is out of the office and traveling wheneverthe Governor or the Lieutenant Governor attend events in his region. During the week ofSeptember 9–13, 2013, Ridley recalled that he was traveling, and he did not recall reading orhearing news regarding the GWB lane realignment.E.September 12, 2013On or about September 12, 2013, Ridley received a phone call from Mayor Sokolich.Ridley was in North Arlington, New Jersey at the time meeting with Mayor Peter Massa.Ridley recalled that Mayor Sokolich’s secretary left him a voicemail, so Ridley returnedMayor Sokolich’s call after his meeting with Mayor Massa. When Ridley returned MayorSokolich’s call, Ridley did not know about the GWB lane realignment. Ridley never heardKelly discuss the GWB lane realignment.On the call, Mayor Sokolich said that he had a good working relationship with theChristie administration and Baroni, that he did not understand the reasons for the lanerealignment, and that he wanted to know why the lanes were closed. Mayor Sokolich furthersaid that his council was upset about the lane realignment and that his council suggestedthere were retributive overtones. During the call, Mayor Sokolich was angry and usedprofanity. Ridley told Mayor Sokolich that he did not know anything about the lanerealignment, but would see if he could get to the bottom of it.After Ridley spoke to Mayor Sokolich, he returned to Trenton and reported hisconversation to Renna. Renna told Ridley she would let Kelly know about his conversationwith Mayor Sokolich. Ridley recalled that because Mayor Sokolich mentioned that hiscouncil suggested there were retributive overtones, he asked Renna, in sum or substance, doyou know if we did this, to which Renna replied, in sum or substance, I don’t know. Ridleytold Renna about his conversation with Mayor Sokolich in person because this call had agreater sense of urgency than others due to Mayor Sokolich’s angry tone. It could not waitPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6until the end of the day. In addition, it was easier for Ridley to tell Renna in person than towrite it up in an email.Ridley did not recall talking with Renna any further about his conversation withMayor Sokolich. Ridley did not recall talking with Kelly or anyone else about hisconversation with Mayor Sokolich.F.September 17, 2013 Wall Street Journal ArticleOn or about September 17, 2013, Ridley recalled reading the Wall Street Journal’sstory speculating that the GWB lane realignment was motivated by Mayor Sokolich’sdecision not to endorse Governor Christie. Ridley did not recall reading any articles,including the Bergen Record’s “Road Warrior” story, before the September 17, 2013 WallStreet Journal article. Ridley did not recall discussions with Kelly regarding any relatedarticles, Mayor Sokolich, or the GWB generally.Ridley has not communicated with Mayor Sokolich since their conversation onSeptember 12, 2013. No one told him to stop checking in with Mayor Sokolich, but Ridleydid not contact Mayor Sokolich because he did not have an answer regarding the GWB lanerealignment. Ridley did not recall discussing Mayor Sokolich with Mowers.Ridley did not recall conversations with Kelly or Renna regarding the Port Authoritytestimony in November 2013. Ridley said that, in general, Kelly promoted a culture in IGAof not asking questions, not speaking unless spoken to, and not thinking outside the box.III.Relationship between Bill Baroni and Mayor SokolichRidley recalled that at his meeting with Mayor Sokolich on June 5, 2013, MayorSokolich told Ridley that Bill Baroni, Deputy Executive Director at the Port Authority,helped secure hand crank radios for an emergency radio broadcast system in Fort Lee inexchange for Mayor Sokolich’s assurance that Fort Lee would not protest the GWB tollincrease. Ridley did not have any knowledge regarding when Mayor Sokolich and Baronientered into this agreement. Ridley said that he got the impression that Mayor Sokolich wastrying to show off his connections with the Port Authority when Mayor Sokolich told himthis.IV.IGA CultureRidley described the Office of the Governor as largely bipartisan. Ridley stated thatIGA has relationships with mayors who are both Republicans and Democrats.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 7When asked whether Ridley was ever directed to punish or retaliate against mayors,Ridley responded no. Ridley said that, on a few occasions, he was either told in passing orunderstood that he should be “hands off” with certain mayors. Ridley explained that “handsoff” meant that IGA would still respond to the mayor’s inquiry and provide good service tothe mayor in the normal course, but IGA would not be proactive in reaching out to the“hands off” mayor in the first instance. For example, Ridley explained that IGA wouldn’tmake an announcement or host a town hall in that mayor’s municipality.Ridley heard rumors that Kelly and Stepien had a romantic relationship, but Ridleyhas no personal knowledge of that.V.Superstorm Sandy Aid AllegationsRidley attended the Hoboken ShopRite event on May 13, 2013, with the LieutenantGovernor and Mayor Zimmer. Ridley invited Mayor Zimmer to the ShopRite event with theLieutenant Governor as part of the normal course at IGA; Ridley invites elected officials toevery event in his region. Ridley stated that his point of contact in Mayor Zimmer’s office isDan Bryan, Mayor Zimmer’s Chief of Staff, and that he communicates exclusively withBryan.Ridley recalled that before the event, Mayor Zimmer asked to meet with theLieutenant Governor at ShopRite. Bryan asked Ridley—Ridley could not recall whether heasked via text, phone call, or email—if Mayor Zimmer could speak with the LieutenantGovernor for a few minutes. Ridley asked Luciana DiMaggio, the Lieutenant Governor’saide, and DiMaggio at some point reported back that the Lieutenant Governor would meetwith Mayor Zimmer at Mayor Zimmer’s request.When the event ended, Ridley stated he was standing with the ShopRite owners,approximately 15–20 feet away, when the Lieutenant Governor and Mayor Zimmer met.The Lieutenant Governor and Mayor Zimmer were outside of the ShopRite, in front of theLieutenant Governor’s SUV. Ridley did not hear the Lieutenant Governor and MayorZimmer’s conversation, but said they looked professional. Ridley did not recall how theyparted, but speculated that it was amicable, because both Mayor Zimmer and the LieutenantGovernor did not look upset and were not frowning when they left.Ridley did not speak with the Lieutenant Governor or Bryan after the event. Ridleystated that he had a nice relationship with Mayor Zimmer and that she was publiclysupportive of the Governor. Ridley recalled that Mayor Zimmer was on the list of mayorswho might endorse Governor Christie at some point. Ridley did not know if Mayor Zimmerwas ever removed from this list.The Office of the Governor had several events in Hoboken with Mayor Zimmer.Ridley recalled that the Office of the Governor had approximately 4–5 events in HobokenPage 8PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTafter the May 13, 2013 ShopRite event. Ridley recalled one Business Action Center eventhosted in Hoboken which was attended by several mayors; Ridley did not recall if this eventwas before or after the ShopRite event. Ridley recalled that Mayor Zimmer also attended a“Small Business Endorsement” event after the ShopRite event. Ridley stated that MayorZimmer and Bryan never stated or suggested that Hoboken’s Sandy aid was being withheldas a result of Hoboken’s North End development project, or that they were being threatenedby the Christie Administration. Ridley stated that he thought the Office of the Governor hada good working relationship with Mayor Zimmer, including after the May 13, 2013 ShopRiteevent.Ridley has not spoken to anyone about the ShopRite event on May 13, 2013, sinceMayor Zimmer went public with her allegations. Ridley has not spoken to DiMaggio,Melissa Orsen, the Lieutenant Governor’s Chief of Staff, or the Lieutenant Governor. Ridleynever heard anyone discuss the Rockefeller Group’s project in any capacity.ATTORNEY WORK PRODUCTPRIVILEGED AND CONFIDENTIALTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Rosenblatt Interview MemorandumOn January 31, 2014, David Rosenblatt was interviewed by Reed Brodsky andRachel Brook of Gibson Dunn. Rosenblatt was not represented by counsel during theinterview. All information contained herein was provided by Rosenblatt or as indicated.Rosenblatt has not read or reviewed the memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Rosenblatt refrain from discussing theinvestigation and interview with others. Rosenblatt stated that he agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundRosenblatt is from Atlantic City, New Jersey. In 1976, he graduated from RutgersCollege of Agriculture and Environmental Science. Rosenblatt also attended graduate schoolfor a year and a half, but he did not ultimately obtain a masters.Rosenblatt worked for the Environmental Protection Agency (“EPA”) for a summer,and then he began working for the EPA fulltime in 1978 (at that time, the EPA was called theDepartment of Environmental Protection). His first position at the EPA was as anenvironmental specialist, and he conducted water quality studies and took samples.Rosenblatt is currently the Administrator of the Office of Engineering andConstruction and, in October 2013, he was made the Director of the Office of Flood HazardRisk Reduction Measures by executive order. He holds both titles today.ATTORNEY WORK PRODUCTPRIVILEGED AND CONFIDENTIALPage 2Rosenblatt has been in his position and others with the EPA through both Democraticand Republican administrations over approximately 35 years, and politics has not affectedhis work.II.Superstorm Sandy AidA.Effects of Sandy on the Engineering and Construction OfficeRosenblatt explained that the Office of Engineering and Construction has twoBureaus: (1) coastal engineering; and (2) dam safety and flood control (which builds levies,flood walls, flood gates, etc.). These bureaus handle construction needs on a regular basis,even without the Sandy destruction. When Sandy hit, Hoboken and other cities that do notusually have extensive damage in line with coastal locations flooded severely. Hoboken isnow on the radar of the Office of Engineering and Construction, along with other similarlysituated municipalities, and the office’s work has increased substantially.B.Pre-Sandy Interactions with Mayor ZimmerPrior to Hurricane Sandy, Mayor Zimmer had been asking for Access ControlProtection funds, which was money that the Office of Engineering and Construction was ableto distribute to municipalities for various projects. Many municipalities asked for thesefunds.C.Post-Sandy Interactions with Mayor Zimmer1.May 9, 2013 Meeting with Mayor Zimmer and the RockefellerGroupIn April 2013, the office of Commissioner Bob Martin of the Department ofEnvironmental Protection (“DEP”) asked Rosenblatt’s office to review flood preventionplans created by the Rockefeller Group. Rosenblatt said the Rockefeller Group hadpresented the plans to the Commissioner, and it was ordinary course for the Commissioner tohave Rosenblatt’s office review such proposals.Rosenblatt then organized a meeting with the Rockefeller Group to discuss the floodprevention plans presented to the Commissioner. Commissioner Martin emphasized thatpeople from Hoboken should be present at this meeting as Mayor Zimmer was interested inflood control. Ultimately, the meeting occurred on May 9, 2013, and Rosenblatt recalled thefollowing people being present in addition to himself: John Moyle from Rosenblatt’s team(and the Bureau Chief of Dam Safety and Flood Control), Mayor Zimmer, the RockefellerGroup’s engineer Dresdner Robin, Lori Grifa, and others. Rosenblatt had never heard of theRockefeller Group prior to this meeting. In fact, he asked several times at the meeting whichPage 3ATTORNEY WORK PRODUCTPRIVILEGED AND CONFIDENTIALindividuals were affiliated with the groups and did not fully understand the relationshipsamong the parties in the room. The parties appeared to get along and it did not seem likeanything untoward happened.The plan for the May 9 meeting included a presentation by the Rockefeller Group ofits flood control plan. The Dresdner Robin engineers explained maps and charts of theirplan, and Rosenblatt said he better understood the flooding situation in Hoboken after theirpresentation, including where flood waters enter the city and where the flood walls would beconstructed. Rosenblatt said that nothing stood out as unusual about the Rockefeller Group’splan.Throughout the meeting, Mayor Zimmer was very energetic. Rosenblatt said she wasassertive, and continued to focus on Hoboken’s need for water pumps, making it clear thatthis was her primary concern. Specifically, Mayor Zimmer emphasized the need for pumpsto Michele Siekerka of the DEP. Rosenblatt said there was another flood in Hoboken onMay 8, the day before this meeting, but the meeting was not called in response to the flood.He had been struggling to get everyone together over the previous weeks.Rosenblatt did not remember if the Rockefeller Group discussed specifics of theirdevelopment in the North End of Hoboken, but he recalled the Rockefeller Group peoplesaying that they wanted to have a dry city for development, and so they were pursuing floodcontrol measures.Rosenblatt left the meeting thinking nothing out of the ordinary occurred. He did nothave any follow-up tasks coming out of the meeting, but he thought he should keep theRockefeller Group plan in mind as the Stevens University study progressed. Coming out ofthis meeting, Siekerka was tasked with looking for funding for the projects discussed, butRosenblatt was not involved in this process.Rosenblatt did not take notes during the meeting. He does not believe he had awritten agenda for the meeting.Rosenblatt said that he has not witnessed anyone connect Sandy aid withdevelopment, and he specifically did not see any person connect Sandy aid to the RockefellerGroup’s development project in Hoboken. To the contrary, everyone involved with Sandyaid is aiming to assist all of the cities. He has not witnessed favoritism with the reliefdistributed—everyone is running around everywhere to assist.ATTORNEY WORK PRODUCTPRIVILEGED AND CONFIDENTIALPage 42.State-Funded University StudiesRosenblatt explained that post-Sandy, the Governor’s Office of Rebuilding andRecovery (“GORR”) reached out to six universities and asked that they conduct studiesabout flooding prevention in different New Jersey municipalities. Hoboken was chosen asthe municipality to be studied by Stevens Institute of Technology, and Rosenblatt expects thereports, including the Stevens report regarding Hoboken, to be ready for his review shortly.The goal behind these studies is to have the results incorporated into the U.S. Army Corps’Comprehensive Study to lead to the initiation of construction projects more quickly.In connection with the Stevens study, Rosenblatt met with people at New JerseyTransit to discuss the canal slip. Mayor Zimmer wants to use the canal as a retention basin,and so he met with New Jersey Transit so that he could get an understanding of thepossibilities for the canal slip. Eric Daleo from GORR was present at the meeting, but noone from Mayor Zimmer’s office attended.Rosenblatt’s next involvement with Hoboken will be his review of the Stevens report.He will likely then have a meeting with Hoboken to discuss the results of the study andincorporation of the findings into the U.S. Army Corps’ plan.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Ruggles Interview MemorandumOn February 7, 2014, Meredith Ruggles was interviewed by Reed Brodsky andRachel Brook of Gibson Dunn. Ruggles was not represented by counsel during theinterview. All information contained herein was provided by Ruggles or as indicated.Ruggles has not read or reviewed the memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perthe Gibson Dunn protocol, and requesting that Ruggles refrain from discussing theinvestigation and interview with others per Gibson Dunn protocol. Ruggles stated that sheagreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2007, Ruggles graduated from Georgetown University. After graduating, sheworked at Sidley Austin LLP as a paralegal and then at Clifford Chance with the WhiteCollar Group. Ruggles worked at Clifford Chance for two years, working on Congressionalinvestigations. Ruggles then attended the University of Pennsylvania Law School, obtainingher juris doctor degree in 2012. In October 2012, Ruggles moved to Washington, D.C. andbegan working at Venable LLP. After three months at Venable, Ruggles received a call fromher former law school professor, Kimberly Ferzan (Marc Ferzan’s wife), who asked ifRuggles wanted to work on Sandy storm relief with Marc. Ruggles took the job and movedto New Jersey to work in the Governor’s Office of Rebuilding and Recovery (“GORR”).Ruggles began working at GORR on April 29, 2013 as a Special Advisor.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2A.Role and ResponsibilitiesWhen Ruggles arrived at GORR, she was the last of the Special Advisors to join theteam, and much of the Sandy relief planning had begun. It was Ruggles’ job to look at theplans with fresh eyes and to identify gaps. Ruggles, as more of a generalist, attended groupmeetings across all portfolios at GORR, with a focus on linking with philanthropicorganizations to fill these gaps.1.The RREM Gap Funding Initiative (“GFI”)For Ruggles’ first four to six months at GORR, she worked on a project relating tothe Reconstruction, Rebuilding, Elevation, and Mitigation (“RREM”) program. The RREMprogram provides grants of up to $150,000 for repairing homes damaged by Sandy, but oftenthe cost of repairing or rebuilding a home is higher. The Department of Housing and UrbanDevelopment (“HUD”) will not provide an RREM grant at all in the event that a homeownercannot cover the additional cost, and this has caused issues.The GFI is a program supported by $15 million in philanthropic funds, $10 millionfrom the American Red Cross and $5 million from the Hurricane Sandy New Jersey ReliefFund (a fund established and run by Mary Pat Christie), that provides additional funds toRREM-eligible people that cannot cover the additional cost of fixing their homes.GORR has also been talking with the Community Development Financial InstitutionsFunds (“CDFI”) of the United States Department of the Treasury for additional funds forRREM applicants needing more funds.II.Superstorm Sandy AidA.Interactions with Hoboken Mayor Dawn ZimmerRuggles has not had any contact with Mayor Zimmer.B.Weekly Sandy Working Group Meetings with Governor ChristieRuggles attends the weekly Sandy meetings with the Governor upon occasion. Shehas never seen or heard the Governor or anyone else suggest that Sandy aid is tied to politicalparty, endorsements, or private development. Ruggles said that GORR made sure thatallocations were determined using objective criteria, separated from politics.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3C.Public-Private PartnershipsLimited Sandy relief funds have led to the exploration of public/private partnershipsas a way to reach long-term recovery goals. Ruggles said that due to some hurdles topublic/private partnerships, GORR is no longer pushing for them as much, so public/privatepartnerships are not a large part of her job.Ruggles said that HUD has encouraged public/private partnerships as part of therebuilding strategy. Specifically, there have been rumors that stage three of the Rebuild byDesign (“RBD”) program might be funded by philanthropic dollars, but HUD has beenvague about what money will be used for RBD ultimately.D.September 13, 2013 – Email from David MorrisOn September 13, 2013, David Morris sent Ruggles and Timothy Cunningham (alsoworking in GORR) an email with a breakdown of Sandy relief for Hudson County. Rugglesexplained that GORR was receiving correspondence from different areas of the state raisingconcerns about aid, and so GORR would respond to those letters in an expansive way. Inresponse, GORR would provide an idea of where funds were going by describing the fundingstream and the money that Hudson County and other locations received.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Ryan Interview MemorandumOn January 28, 2014 Lisa Ryan was interviewed by Reed Brodsky, Rachel Brook,and Christian Hudson of Gibson Dunn. Ryan was not represented by counsel during theinterview. All information contained herein was provided by Ryan or as indicated. Ryan hasnot read or reviewed the memorandum and has not adopted or approved its contents. Reedbegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Ryan refrain from discussing the investigation and interviewwith others. Ryan stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2000, Ryan graduated from the University of Pittsburgh, with a degree inJournalism. She worked as a reporter until December 2008, primarily working for theAsbury Park Press, a Gannett paper. In 2008 the New Jersey Department of CommunityAffairs (“DCA”) hired Ryan as the DCA’s Director of Communications. She stayed on inthis position after the transition to the Chris Christie Administration. After Sandy, the DCAdetermined that there was too much work for one position, and split the Director ofCommunications into two jobs; Ryan then became the Director of Communications for theSandy Recovery Division. Ryan reports directly to Howard McCoach and Stacy Bonnafons.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSuperstorm Sandy Aid AllegationsA.Interactions with Hoboken Mayor Dawn ZimmerLisa Ryan recalled two instances where she interacted with Mayor Dawn Zimmer.The first event was for a ceremony opening a housing recovery center in Jersey City in June2013. Ryan recalled that nine housing recovery centers (one for each county most-affectedby the county) had been opened in that month, and that she had done a press event at eachcenter, in order to get the word out. For each event, DCA invited mayors within the countiesto attend. Mayor Zimmer attended the Hudson County opening. Ryan recalled that theMayor of Jersey City couldn’t attend.According to Ryan, the Commissioner of the DCA, Richard Constable, gave remarksfirst. Then, Mayor Zimmer gave prepared remarks in which she stated that she was happythat the Christie Administration was opening up housing centers at the nine most-impactedcounties, and encouraged her citizens to use the centers. Mayor Zimmer also urged hercitizens to take advantage of grant opportunities. These remarks were made to members ofthe press corps; after the statements, the media was given a tour of the center.The second instance Ryan recalled interacting with Mayor Zimmer was theNovember 25, 2013 meeting held at the State House with mayors from Sandy-affectedtownships. She attended the meeting and took notes in a journal about the meeting.Afterward, she typed those notes virtually word-for-word. She was not asked to take thesenotes, but did so anyway.She attended all four meetings with mayors from different districts: two on November25, 2013, and two on November 26, 2013. She said she attended them mainly just to hearwhat mayors had to say and to take notes. The event was designed to give the mayors asense of what the second round of federal Sandy aid funding would consist of and to heartheir thoughts on how to best utilize it. She believed the notes substantially accuratelyreflected what she recalled.Ryan recalled that she had arrived at the 4 p.m. meeting (attended by Mayor Zimmer)a few minutes before it began. She sat next to Stacey Bonnaffons in the back row andconversed with her about issues unrelated to the meeting, during which Bonnaffonsrequested she do a couple assignments. Mayor Zimmer sat in the middle of the room,roughly four-to-five feet from Marc Ferzan, who brought the meeting to order. Marc madehis presentation while standing and pacing in the front. Ryan estimated that there were 30 to35 attendees, and said she would be able to get the actual number of mayors who attended.While reviewing her notes, she remembered Mayor Zimmer’s comments aboutFEMA and elevating utilities, and whether help could be given to the city by federalofficials. Ferzan replied that the State had asked FEMA about raising utilities and thatFEMA said no. Ferzan also said that Rebuild by Design might be an avenue Hoboken couldPage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTconsider. She said she had a sense that Ferzan thought that Rebuild by Design had value andthat the administration would look into Rebuild by Design for other urban areas in the statein addition to Hoboken.Mayor Zimmer asked one other question at the meeting, stating that properties in thecity could not be elevated but were still beholden to the National Flood Insurance Program,pricing people out of the city. According to Ryan’s notes, Ferzan responded that the Statewas approaching this issue by looking into community fixes for urban communities such asHoboken and Jersey City. Ryan said that her notes reflected what Ferzan said, and that itwas a short response.Ryan did not recall ever seeing Mayor Zimmer speaking with Ferzan before or afterthe meeting. After the meeting ended, Ryan had to immediately return to the DCA’s offices.Ryan said she did observe that Zimmer did not leave the meeting immediately, but hadqueued with other mayors in order to speak with either Ferzan or Constable. She never heardFerzan say, as the mayor alleged on CNN, “you need to let me know how much developmentyou’re willing to do.” She had also never heard Ferzan say, as the mayor alleged, that Sandyfunding was tied to development.Ryan did not remember any other statements by Mayor Zimmer or any otherinteractions with her.B.MSNBC StatementRyan interacted with Constable in her role as communications director. In this role,she received a call on January 17, 2014, from Jack Bohrer, a segment producer for “Up withSteve Kornacki,” on MSNBC. She was the first person to field a call on the Mayor Zimmerissue from MSNBC. Ryan recalls that Bohrer said he wanted to get a comment in reply to acomment that the mayor is prepared to make against Commissioner Constable. Bohrer notedthat Mayor Zimmer was prepared to come on the program and say that the commissioner wasat a May 16, 2013 event with the mayor and that Constable had told her that aid would betied to development in Hoboken. Bohrer then noted that they were going to interview MayorZimmer at 8 a.m. the next day.Ryan emailed Constable and then went down to his office to ensure that he saw themessage. She said that Constable quickly put together a statement to MSNBC that hedoubted Mayor Zimmer would say anything that is categorically false (as in the statementsBohrer said she was prepared to make). Ryan then made the Governor’s Office aware of thecall from MSNBC. At Constable’s request, Ryan then got in touch with Bohrer to make surehe received Constable’s statement, and to tell him that Mayor Zimmer’s statement was false,MSNBC should not run the story, and that if they don’t pull the story he’ll seriouslycontemplate making a defamation claim against MSNBC. Ryan then asked Bohrer ifPage 4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTZimmer would be making any other claims; Bohrer refused to elaborate. He also did notshare any information about the diary.In the course of her role as Director of Communications, Ryan stated that no one elsesuggested or told her directly or indirectly that Sandy aid was tied to politics, party affiliationof local officials, or endorsements of the Governor. Ryan stated no one ever suggested tyingaid to development initiatives.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson Dunn & Crutcher LLPRe:Scangarella Interview MemorandumOn February 7, 2014, Scangarella was interviewed by Reed Brodsky and RachelBrook of Gibson Dunn. Scangarella was not represented by counsel during the interview.All information contained herein was provided by Scangarella or as indicated. Scangarellahas not read or reviewed the memorandum and has not adopted or approved its contents.Brodsky began the interview by administering the standard Upjohn warnings per GibsonDunn protocol, and requesting that Scangarella refrain from discussing the investigation andinterview with others. Scangarella stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundScangarella attended Rammapo College in New Jersey and graduated in or about1985 with a degree in business administration and a concentration in marketing. Aftergraduating, Scangarella worked for a golf digest and travel magazine. She then moved toVermont with her husband. Scangarella worked at a Killington ski and golf resort doingmarketing and sales. Scangarella took five years off from work to raise her children. Next,Scangarella began working at Gallop & Robinson, a marketing and research firm. In 1998,she began working as a research manager for the New Jersey Lottery and eventually begandoing marketing work there under Virginia Bauer (Director of Marketing).In 2004, Bauer was appointed Secretary of the Commerce Commission of NewJersey and asked Scangarella to be the Vice President of Marketing for Travel and Tourismand Economic Development. The Commerce Commission was then merged into theEconomic Development Authority (“EDA”) under Governor Jon Corzine, and ScangarellaPRIVILEGED AND CONFIDENTIALPage 2became the Director of Business Outreach for the EDA. The EDA managed businessretention, business attraction, and business expansion. Governor Corzine was focused onbringing business into New Jersey through one authority, the EDA.Today, the purpose of the EDA is simply financing as a “bank for business.” TheEDA handles financing, loans, incentive programs, and other similar functions. In 2007,Governor Christie, via an executive order, moved the EDA to the Department of State,placing business development under the purview of the Lieutenant Governor. The ChristieAdministration has made changes to the business climate and regulations to make NewJersey a better business environment. At the EDA, Scangarella said that her role wasbusiness outreach and not marketing.Under the Christie Administration, the Business Action Center (“BAC”) was created,and in August 2010, Scangarella became the Director of State Marketing in the BAC, whichis essentially economic development marketing. In August 2010, Scangarella reported toLauren Moore, the Deputy Executive Director of the BAC, and Carol McPhillips, the Chiefof Staff. In May 2013, the month during which the ShopRite Hoboken event occurred,Scangarella reported to Michael Van Wagner, the Executive Director of the BAC, andMcPhillips (but McPhillips was on maternity leave around that time).II.Interactions with MayorsScangarella said that she does not often work with mayors directly as part of theBAC. She works mostly with people in Intergovernmental Affairs (“IGA”), and the IGAemployees communicate directly with mayors.III.Public Business Tours of the BACA.GenerallyScangarella said that she has participated in over 200 open press meetings, which theBAC calls “tours.” Scangarella participates in two to four press meetings each week, andthese meetings occur all across the state.Each public meeting occurs at the site of the business, and consists of a thirty-minuteprivate meeting with the business owners and the Lieutenant Governor, during which thebusiness can relay any issues they have and assistance they need, as well as a thirty-minuteopen press tour.PRIVILEGED AND CONFIDENTIALPage 3B.Invitations to MayorsUsually, the mayor of the municipality where the business is located is invited tothese tour events, but sometimes the companies do not want the mayor to be present. Othertimes, mayors are not available or do not want to work with the other parties involved in agiven event. Even if a mayor turns down an event, the BAC continues to invite the mayor toall events in his or her municipality, as long as the businesses involved do not object.Generally, if a business is open to the mayor being present at the event, Scangarellawill ask the IGA staff to let her know if the mayor would like to attend the event. IGAalways make the actual contact with the mayor to provide the invitation. The majority of thetime (nine times out of ten), mayors will come to these events.C.Open for Business TourIn December 2013, the BAC began planning the “Open for Business Tour,” thepurpose of which was to highlight post-Sandy businesses that were open, since people,especially tourists, had the misperception that many New Jersey businesses were closed.This program targeted cities and towns impacted by Sandy and was designed to help createawareness that businesses were open to increase business for local companies. Some townswere not yet ready for the Open for Business Tour, so the program targeted towns that hadvibrancy back. The tours themselves began in January 2014.Scangarella said that she was never told that an Open for Business Tour event couldnot occur at a location because the elected official of that area was of a different politicalparty. She also was never told that event locations should be chosen based on endorsementsof the Governor and his administration or actions taken by elected officials in line withadministration policies. To the contrary, the Open for Business Tour events occurred inlocations even where the elected officials were critical of the Governor’s administrationgoals, such as New Brunswick, or had declined invitations in the past.Through May 2013, the Lieutenant Governor did not have any involvement in theselection of locations for events on the Open for Business Tour. She did not have anyinvolvement in the selection of the Hoboken ShopRite. The Lieutenant Governor wouldmake suggestions in a town she knew, but other than that, she was not involved in decisionsfor locations to host the tour.Scangarella said that at this time in 2013, both the Lieutenant Governor and theGovernor were doing these types of business tours in municipalities affected by the storm,such as Moonachie, Hoboken, Jersey City, and Little Ferry.PRIVILEGED AND CONFIDENTIALPage 4Prior to each event on the tour, a member of Scangarella’s team prepared a briefing,and the IGA would add sections if needed. These briefings were confidential since theycontained labor information. Sometimes the Lieutenant Governor would learn about theevents she would be attending the night before the event in such briefings, and other timesshe would be informed of events a day or two in advance.1.May 13, 2013 – ShopRite “Open for Business Tour” EventThe May 13, 2013 ShopRite business tour was part of a program called the “Open forBusiness Tour.” Scangarella said that she first communicated with Christina Renna on orabout April 23, 2013 relating to the addition of the Hoboken Shoprite to the tour.Scangarella and her former BAC staff member, Suzanne Robertson, were researchingcompanies to find businesses that were open and in good standing (paid taxes, had a currentliquor license, etc.). They had difficulty early on finding businesses for the tour, so ChristinaRenna began reaching out to the local governments asking for recommendations of where togo on the tour. Once a business was selected, it would then be vetted to assure goodstanding.On or about April 25, 2013, Renna emailed a list of stops for the Lieutenant Governorto Bridget Kelly,1 and the list included the ShopRite in Hoboken. Scangarella recalled thatthe BAC was having trouble booking ShopRite for the event because the corporate parentwas being non-responsive, so they tried to look at other locations that would fit in with theLieutenant Governor’s schedule. The BAC wanted ShopRite on the tour though because theowners had invested a large amount of money in the grocery store, and it was a great storethat the town needed. Scangarella asked Melissa Orsen, the Lieutenant Governor’s Chief ofStaff, to call the ShopRite parent company since the company would more likely respond tothe Lieutenant Governor’s Chief of Staff. Scangarella said she does not often ask Orsen tomake these calls.On May 9, 2013, Scangarella emailed Renna (from her Blackberry) and asked to talkon the phone about an issue because regular email was down. Scangarella recalled that shewanted to talk to Renna about a second business in Hoboken, Solid Threads, whosetemporary facility was too small and cluttered for a site visit with the Lieutenant Governor.Scangarella said she called Renna to ask if the owner of Solid Threads could attend theShopRite event and meet with the Lieutenant Governor there. Ultimately, the Solid Threadsowner attended the ShopRite event.Also on May 9, 2013, Scangarella received an email from Robertson telling her thatShopRite had confirmed it would participate in the business tour. The next day, on May 10,1Scangarella said that she knew Bridget Kelly from meetings and telephone calls, but she did not knowanything about the Fort Lee lane realignment.PRIVILEGED AND CONFIDENTIALPage 52013, Robertson emailed Kelly and asked her if Mayor Zimmer would like to attend theevent. Scangarella said that the timing of inviting Mayor Zimmer was normal because theBAC did not ask the IGA to invite mayors until the businesses confirmed they wouldparticipate in the event. The BAC did not want to waste the mayors’ time.Scangarella did not attend the ShopRite event herself.2 But Anthony Szymelewiczfrom the BAC attended the event, and he did not report anything unusual happening duringthe event afterwards. Lauren Moore is Szymelewicz’s direct supervisor. A member of theEDA also attended the event to answer questions related to grants in the event such questionscame up.The ShopRite event was not the first Open for Business event in Hoboken.Scangarella said that there was an event for Zack’s Oak Bar and Restaurant that occurred inJanuary 2013. Mayor Zimmer was invited to this event, but Scangarella did not recall if theMayor ultimately attended. Scangarella said that Hoboken was included in the Open forBusiness Tour from the start because the BAC was trying to help non-shore communitiestoo.Given the amount of work that goes into the selection and vetting of businesses forevents and tours, Scangarella said that it is not possible that the ShopRite event was createdfor purposes of speaking with Mayor Zimmer. Each event requires many emailcommunications, time-intensive business vets, and communications with corporate parents,among other things. Moreover, Scangarella pointed out again that the BAC is planning fortwo to four of these events per week, and this is only a portion of her responsibilities withinthe BAC. There is a small BAC staff (Scangarella, one briefing specialist, and Robertson’sposition), and they do not have time to orchestrate events spontaneously.D.August 2013 – Agri-Business TourIn August 2013, the BAC organized a business tour that highlighted businesses thatsupport agriculture. The Lieutenant Governor went to a buffalo farm, a spinach farm, ablueberry farm, and a farmer’s market as part of this tour. Secretary of Agriculture DouglasFisher was also invited to these events. And mayors of the businesses’ cities were invited toattend these events.The farmer’s market event was held at a market in Hoboken, and the IGA invitedMayor Zimmer to the event within an hour after the farmer’s market confirmed that it wouldparticipate. Mayor Zimmer confirmed that she would attend. As with the Open for BusinessTour, businesses would confirm their participation and mayors would be invited to2Scangarella rarely attended BAC events, since she had to be back at the office planning the upcomingengagements for the Lieutenant Governor.PRIVILEGED AND CONFIDENTIALPage 6confirmed events in advance. It was common for a mayor to receive an invitation for aTuesday event on the Friday beforehand. In fact, on the day of her interview, which was aFriday, Scangarella said that she was planning to confirm a business event for the upcomingTuesday. This was common practice.IV.The Rockefeller GroupAfter May 2013, Scangarella said that she took on press work after the BAC’s pressdirector switched departments. As part of this work, Scangarella handled event requests forthe Governor and the Lieutenant Governor, including speaking engagements.In August 2013, Moore forwarded a letter to Scangarella from Lori Grifa in whichGrifa asked the Lieutenant Governor to appear in a video endorsing the Rockefeller Group’sdevelopment project in Hoboken. Scangarella said that she forwarded the letter to SamViavattine, the Lieutenant Governor’s scheduler. Scangarella said she knew the LieutenantGovernor was not going to participate in this type of support, and so she suggested to Samthat maybe Tracey McDaniel, from the marketing arm of the EDA, could do the videoinstead. Orsen was also on the email chain and said that Scangarella did not need to followup with McDaniel, meaning the video was not a good idea.Scangarella said she did not know about any contacts or interactions between theLieutenant Governor and the Rockefeller Group. Scangarella did not know anyone from theRockefeller Group, with the exception of Clark Machemer, who would bring her businesscontacts from his other clients. Scangarella did not believe she had even spoken toMachemer on the telephone. She knows Grifa by name from when she worked in theDepartment of Community Affairs, and she met Grifa at least once in the LieutenantGovernor’s office.V.Document Retention NoticesScangarella received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Schwarz Interview MemorandumOn March 4, 2014, Rebecca Schwarz was interviewed by Avi Weitzman and SarahVacchiano of Gibson Dunn. Schwarz was not represented by counsel during the interview. Allinformation contained herein was provided by Schwarz or as indicated. Schwarz has not read orreviewed the memorandum and has not adopted or approved its contents. Weitzman began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Schwarz refrain from discussing the investigation and interview with others.Schwarz stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundSchwarz attended Rutgers University–New Brunswick. During college, Schwarzinterned for the Governor’s Office in the Office of Legislative and Intergovernmental Affairs(“IGA”). Schwarz accepted a job at Teach for America upon graduating from Rutgers, butdecided to defer Teach for America to take a part-time, then ultimately a full-time, position inIGA.Schwarz left the Governor’s Office in December 2013. She now works in the Office ofCommunications at the New Jersey Board of Public Utilities.A.Role and ResponsibilitiesSchwarz began working part-time for IGA in the Governor’s Office in January 2012.Schwarz joined IGA full-time in June 2012 as an Aide to the Governor. In this role, Schwarzwas responsible for the proactive letter program, which involved identifying reasons to send mailto constituents to thank them for various contributions to New Jersey.B.Reporting LinesWhen Schwarz joined IGA full-time in June 2012, Bridget Kelly oversaw Schwarz’sprogram and Schwarz reported directly to Kelly. Once Kelly became Deputy Chief of Staff,PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTsomeone else took over Kelly’s responsibilities, but Kelly remained aware of what washappening and occasionally emailed Schwarz for program updates.Schwarz described Kelly as sometimes motherly and protective, but other timeschallenging to work for because Kelly did not clearly define expectations, and thus Schwarz feltit was easy to misinterpret Kelly’s directives. Schwarz did not have a social relationship withKelly. Schwarz was aware of “salacious gossip” within IGA that Kelly and Stepien had apersonal relationship, but she did not have personal knowledge of any romantic relationshipbetween Kelly and Stepien.C.Interactions with MayorsDuring her tenure in IGA, Schwarz never interacted with Fort Lee Mayor Mark Sokolich.Schwarz interacted once with Hoboken Mayor Dawn Zimmer after Hurricane Sandy, when theGovernor’s Office created the position of a volunteer coordinator for Hurricane Sandy-relatedefforts who Schwarz interacted with briefly. Schwarz did not recall the name of this volunteer.D.Interactions with the Governor’s CampaignSchwarz occasionally volunteered for the Governor’s re-election campaign on nights andweekends. Schwarz felt that her participation in the campaign was voluntary and not a conditionof her employment with the Governor’s Office. Schwarz volunteered for the campaign bymaking voter ID calls and going door to door.Schwarz said that she never heard of instances where mayors or towns were retaliatedagainst as a result of a failure of local elected officials to endorse the Governor’s reelection bid.Schwarz was never involved in seeking endorsements from mayors as it was not part of her jobin IGA.II.Chronology of the George Washington Bridge EventsA.September 9-13, 2013 – George Washington Bridge Lane RealignmentSchwarz recalled becoming aware of the lane realignment a few days after therealignment concluded. Schwarz did not realize what had happened when the story was firstreported in the Governor’s Office “Morning Clips” email; rather, someone told her about it afteran article was published. Schwarz recalled saying to Evan Ridley, her IGA colleague, that shedid not think it was believable that the Governor’s Office would have done what was beingalleged—a lane realignment motivated by political retribution. Ridley agreed. Schwarz did nothave any reason to believe that Kelly was behind the lane realignment and she never spoke toKelly about the issue. Schwarz did not notice Kelly acting any differently during this timeperiod. She recalled seeing Kelly in an emotional state once, but it was before the lane2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTrealignment occurred and Schwarz believed Kelly was emotional because she was going througha divorce.Schwarz characterized herself as a political junkie and said she was a big fan of BillBaroni since his highly-publicized 2012 testimony before a Senate hearing regarding the PortAuthority toll increases, in which Baroni sparred with Senator Frank Lautenberg.B.October 2013On October 8, 2013, Schwarz sent Ridley a text that said, “Eek. Blame baroni.” Schwarzdid not recall the context of this particular text, but believed that she sent that particular textmessage during one of the Christie-Buono campaign debates in which Barbara Buono, GovernorChristie’s opponent, mentioned the lane realignment. Schwarz recalled that, upon hearingaccusations that the lane realignment was politically motivated, Schwarz speculated at the timethat, given Baroni’s relationship with Fort Lee Mayor Sokolich and his ability to engage in“political theatre,” Baroni may have been involved in the lane realignment. Schwarz explainedthat Ridley previously informed her that Baroni had a close relationship with Mayor Sokolich,including for example, that Baroni provided emergency crank radios for Fort Lee residents inexchange for Mayor Sokolich’s agreement not to publicly oppose a Port Authority toll increase.But Schwartz clarified that she had no personal knowledge of any such involvement by Baroni inthe lane realignment or whether the lane realignment was politically motivated.3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Sheridan Interview MemorandumOn March 11, 2014, Peter Sheridan was interviewed by Alexander H. Southwell andSarah Vacchiano of Gibson Dunn. During the interview, Sheridan was represented byMichael Sullivan of Coughlin Duffy. All information contained herein was provided bySheridan or as indicated. The information in brackets was obtained from publicly-availablesources, not from the interview itself. Sheridan has not read or reviewed the memorandumand has not adopted or approved its contents. Southwell began the interview byadministering the standard Upjohn warnings per Gibson Dunn protocol, and requesting thatSheridan refrain from discussing the investigation and interview with others. Sheridan statedthat he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundSheridan graduated from the Petty School in Heightstown, New Jersey in 1997, andthereafter attended American University from 1997 to 1999. Sheridan left AmericanUniversity in the summer of 1999 to start a career in political, public and government affairs.From July to mid-November 2009, Sheridan worked for the Republican NationalCommittee’s effort to elect Governor Chris Christie. Shortly before the Governor wasinaugurated in January 2010, Sheridan was contacted by Bill Stepien and AmandaGasparino, then both of the Office of Legislative and Intergovernmental Affairs (“IGA”),about a position in IGA starting the day the Governor took office in January 2010.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2II.Roles and ResponsibilitiesA.Role in the Governor’s OfficeSheridan started working at IGA as a Regional Director, though he stayed in that rolefor only approximately three weeks, transitioning in February 2010 to being IGA’s liaison tothe forty members of the New Jersey Senate. Sheridan remained in this position throughMay 2011, at which point Stepien asked Sheridan to become IGA’s liaison to departments,agencies and authorities within State government. In this role, Sheridan’s responsibilitiesincluded responding to requests from municipalities for state agency/department assistancefor municipality projects; interacting with the legislative liaisons, cabinet members, andchiefs of staff; and coordinating a proactive outreach from the various state departments. InJanuary 2012, Stepien and Kelly promoted Sheridan to Director of RegionalIntergovernmental Affairs. In this role, Sheridan supervised IGA’s Regional Directors toensure they were effectively scheduling meetings and conducting outreach with local electedofficials.B.Role in the Governor’s Re-Election CampaignIn early May 2013, Stepien, who had recently left IGA to be the campaign managerfor Governor Christie’s re-election campaign, asked Sheridan to join the campaign asCoalitions Director. Sheridan left the Governor’s Office and joined the campaign on orabout Memorial Day in May 2013.C.Relationship with Bill StepienSheridan did not know Stepien that well prior to joining the campaign in May 2013.When Sheridan worked in IGA, Stepien oversaw all of IGA and their relationship wastherefore strictly professional. During Sheridan’s tenure in IGA, Stepien did not frequentlyinteract directly with IGA staff, including Sheridan. Sheridan described Stepien as anintimidatingly hard worker. Sheridan remarked that certain people found Stepien difficult towork for, though Sheridan never personally found that to be the case. Sheridan added that hehas always had respect for Stepien. Sheridan’s relationship with Stepien developed overtime. Their working relationship shifted to a personal friendship when Sheridan joined thecampaign in May 2013, at which time Sheridan worked closely with Stepien. Sheridan stillmaintains a close friendship with Stepien.D.Relationship with Bridget KellyWhen Sheridan and Kelly were colleagues (before Kelly became Sheridan’s boss), heconsidered Kelly a friend. When Kelly became Sheridan’s boss the relationship transitionedto a more professional, and less social, relationship. Sheridan sensed that Kelly hadenormous stresses balancing her work and personal life. He said that she was going throughPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3a divorce and raising four children, in addition to managing a very demanding job. At thattime, Kelly reported to Stepien, who was also very demanding and worked long hours.Sheridan was under the impression that Kelly was overwhelmed. He thought that, despitethe fact that she worked hard and got the jobs she wanted in the Governor’s Office, when shewas promoted as Stepien’s replacement, she was not qualified for Stepien’s role and was inover her head.As a boss, Sheridan said that Kelly was frustrating to work for. She did not clearlycommunicate expectations. Sheridan felt that Kelly tried to keep staff at arm’s length fromStepien while Stepien was Deputy Chief of Staff.In terms of knowing about a personal relationship between Kelly and Stepien,Sheridan had no personal knowledge of such a relationship and only learned of such rumorsfrom press inquiries after January 8, 2014.E.Relationship with David WildsteinWhen Sheridan’s responsibilities in IGA transitioned to working with departments,agencies and authorities, Sheridan was asked to meet with David Wildstein at the PortAuthority in late May or early June 2011. Ann Mary O’Rourke, who was then part ofGovernmental Affairs at the Port Authority, also attended the meeting with Wildstein.During the 2011 meeting, Sheridan and Wildstein discussed setting up tours of One WorldTrade Center with David Samson, Baroni and Wildstein once the 9/11 Memorial opened.As Sheridan was leaving the meeting, Sheridan recalled that Wildstein and Sheridanengaged in a casual conversation about the Port Authority. Sheridan remembered Wildsteinmentioning that politics at the Port Authority were not Republican versus Democrat, butmore New York versus New Jersey. Wildstein then alluded to the fact that all sorts ofpolitical deals were cut at the Port Authority headquarters over the years. Sheridan thenrecalled that Wildstein added, as an example, Fort Lee’s deal for three dedicated access lanesthat Wildstein opined Fort Lee did not need.Prior to this meeting, Sheridan knew who Wildstein was by name only becauseSheridan knew Mike DuHaime, who had a longstanding relationship with Wildstein. AfterSheridan met Wildstein in 2011, their relationship developed over the course of time.Sheridan recalled communicating with Wildstein more frequently during the course of thecampaign as it related to key Port Authority endorsements of the Governor. For example,Sheridan said that Wildstein was instrumental in securing endorsements from the PortAuthority Police Benevolent Association and sergeants, captains and detectivescontingencies of the Port Authority.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4F.Relationship with Bill BaroniSheridan said that he has known Baroni for many years in a personal capacity,unrelated to Baroni’s position at the Port Authority. Baroni and Sheridan have mutualfriends. Sheridan said he had limited, if any, communication with Baroni during Sheridan’stenure in the Governor’s Office, with the exception of two disaster relief-related incidentsinvolving scheduling conference calls with elected officials across the state.G.IGA OperationsSheridan said that IGA’s mission is to communicate effectively the Governor’smessage to constituents and local elected officials, in addition to developing sustainablerelationships between the Governor’s Office and local elected officials. Sheridan stated thatIGA was designed to be the voice of local elected officials within State government.Sheridan said that IGA’s operations got off the ground by IGA staff calling town halls andintroducing themselves, and asking if the local elected officials needed anything from Stategovernment. IGA staff reported back to Stepien whom they had spoken to and what theirprogress was.Sheridan explained that organizing public events are a large component of the IGAoperation. IGA organized town halls and other public events on a frequent basis, which tookup a lot of time and effort.1.Endorsementsa.January 24, 2013 Democratic Endorsements Email[On January 24, 2013, Sheridan emailed the IGA Regional Directors that the teamhad a “green light to begin trying to secure D target endorsements for the campaign. Again,your participation is voluntary and should be done at appropriate times (morning, evening &weekends)…]Sheridan confirmed that the January 24, 2013, email signaled the beginning of IGA’soutreach efforts to obtain Democratic endorsements. As indicated earlier in the same emailchain, Stepien had given Sheridan the go-ahead for IGA to begin seeking Democraticendorsements. Sheridan recalled that IGA staff was excited about starting that process,including Renna.Sheridan said that an IGA staff member raised the question with Stepien of whetheror not it was appropriate for IGA to be reaching out for endorsements even volunteering offhours. Stepien then ran it by Paul Matey, Deputy Chief Counsel in the Governor’s Office,who authorized IGA staff to reach out for endorsements after hours.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5b.Fort Lee Mayor Mark SokolichWhen asked about Fort Lee Mayor Sokolich, Sheridan said that he had no directinvolvement with Mayor Sokolich and did not recall meeting Mayor Sokolich. Sheridanadded that Democratic endorsements globally fell under Sheridan’s purview once he becameDirector of Regional Intergovernmental Affairs overseeing the Regional Directors, butSheridan only recalled receiving updates from Regional Director Matt Mowers, whoprovided Sheridan with reports of Mowers’ outreach with local electeds, including MayorSokolich. Sheridan did not recall receiving any communications, either by email or by text,from Mowers about Mayor Sokolich’s decision not to endorse the Governor for re-election.From Sheridan’s perspective, Mayor Sokolich was no different than the many others whofailed to endorse the Governor. Sheridan had no personal knowledge of efforts to retaliateagainst Mayor Sokolich for his failure to endorse or any other reason.Asked about an August 12, 2013 meeting in Jersey City, involving Mowers andSheridan, Sheridan recalled going to Jersey City with Mowers to meet with newly-electedCouncilwoman Candice Osborne about a potential endorsement. Sheridan rememberedKelly calling Mowers while Sheridan and Mowers were sitting at a coffee shop, but Sheridandid not remember if the call took place before or after the meeting with CouncilwomanOsborne, nor could Sheridan recall the topic of Mowers’ conversation with Kelly.c.Hoboken Mayor Dawn ZimmerSheridan did not interact with Mayor Zimmer frequently, but recalled casuallymeeting Mayor Zimmer at various Hanukkah events and other events at Drumthwacket.Sheridan also recalled sitting in on parts of a “Mayor’s Day” that IGA organized with MayorZimmer at one point, but did not recall when the event took place. Sheridan did not recallattending meetings with Mayor Zimmer, as the Regional Directors were the ones to meetwith the mayors; therefore, any correspondence from Sheridan to IGA higher-ups would bereflective of Sheridan reporting the daily briefings he received from the Regional Directors’meetings and outreach to local electeds, not Sheridan’s direct participation.2.T-100 Towns ListSheridan said that the list was widely distributed throughout IGA and used byRegional Directors for their outreach.Sheridan did not have direct knowledge of how the T-100 Towns list was compiled,but speculated that it was either Stepien or Sheridan’s former boss in IGA, AmandaGasparino, who drafted the list.Sheridan said that from time to time, word would come down from higher-ups in IGAthat a particular town or mayor had crossed IGA, but even for those towns, IGA staff wouldPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6have, at most, pulled back on its affirmative outreach initiatives. However, Sheridan saidthat IGA’s reactions were never punitive, and IGA staff was never told to punish or retaliateagainst a town that was unsupportive or unfriendly.3.IGA and the CampaignAccording to Sheridan’s recollection, “IGA Wednesdays”—the day of the weekwhen IGA staff went to Bridgewater after work to volunteer for the campaign—startedaround middle to late summer 2013. Sheridan recalled that he was already working for thecampaign at this time. He did not specifically know who thought of IGA Wednesdays, butspeculated it was Stepien’s idea.In August or September 2013, IGA staff also began participating in weekly Saturdaymorning calls with the campaign. Sheridan said that the weekly Saturday calls wereorganized by Stepien and Kelly and to ensure IGA and the campaign staff were up to speedabout the campaign efforts on both sides. Stepien and Kelly provided updates during thecalls in addition to staff from both sides. Sheridan stated that the Governor’s Office tooksteps to ensure IGA was doing things for the campaign at appropriate times.When asked whether IGA staff felt that their participation in the campaign wasmandatory or voluntary, Sheridan stated that he did not think IGA staff felt forced tovolunteer.When asked about the use of personal email, Sheridan said that personal and Stateemails had been used interchangeably in IGA since early in the Administration, particularlybecause Kelly was out of the office frequently due to personal commitments and wasreachable mainly on her personal email.4.AppointmentsSheridan explained that the Governor is authorized to make direct appointments forvarious positions that are approved by the Senate. As a team, IGA staff recommendedvarious officials to the Appointments Office for the Governor to nominate to a directappointment. Sheridan understood that some or all of the Governor’s direct appointmentswere filled by IGA’s recommended nominees.III.Sheridan’s Final Thoughts on IGASheridan stated that IGA engaged in “good government” work for three and a halfyears while Sheridan was a part of IGA, and in Sheridan’s opinion, IGA continues to dogood work of which everyone is proud.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Siekerka Interview MemorandumOn January 31, 2014, Michele Siekerka was interviewed by Reed Brodsky andRachel Brook of Gibson Dunn. Siekerka was not represented by counsel during theinterview. All information contained herein was provided by Siekerka or as indicated.Siekerka has not read or reviewed the memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Siekerka refrain from discussing the investigationand interview with others. Siekerka stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1986, Siekerka graduated from Rutgers University. In 1989, she obtained her jurisdoctor degree from Temple Law School. After graduating from law school, Siekerka clerkedfor two years (1989 and 1990). She then entered private practice where she worked ingeneral litigation for nine years, including defense work, business and employment work,and matrimonial work. Next, Siekerka became the Vice President of Human Resources atAAA, and after a merger she moved to the General Counsel’s Office. She left AAA becausethe company moved to Delaware and became the President and CEO of the Mercer RegionalChamber of Commerce, working in this position for six and one-half years.On or about January 10, 2010, Siekerka became the Assistant Commissioner forEconomic Growth and Green Energy at the Department of Environmental Protection(“DEP”). In that position, Siekerka was balancing environmental protection, economicopportunity, and social equality (to reach sustainability). In or about February 2012,PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Siekerka became the Assistant Commissioner of Water Resource Management, which was amore regulatory role (as opposed to her former policy-oriented role). Finally, in August2013, Siekerka was asked to be the Acting Deputy Commissioner, which makes her secondto Commissioner Bob Martin on substantive issues.II.Superstorm Sandy AidA.Sandy Aid Meetings in April/May 2013In or about April and May 2013, there were heightened levels of activity to figure outwhich Sandy aid projects would work. Every other week there were environmentalinfrastructure meetings run by the Governor’s Office of Rebuilding and Recovery (“GORR”)to write up important projects.Siekerka communicated with Eric Daleo of GORR regarding Hoboken. She was intouch with Daleo for many other projects as well because GORR was the liaison for theenvironmental infrastructure team, and Daleo was her point of contact within GORR. OnApril 25, 2013, there was a Hoboken coordination meeting with GORR, the FederalEmergency Management Agency’s (“FEMA”) Joint Field Office (“JFO”), and the Systemfor Administering Grants Electronically (“SAGE”). Around this time, Daleo reached out toSiekerka to provide her with an update on Hoboken. Daleo also contacted Siekerka forsimilar updates on other municipalities as well, including Kearny and Bay Head.B.May 9, 2013 – Meeting with Mayor Zimmer1.Planning and Set-Up of May 9, 2013 MeetingSiekerka first heard about Mayor Zimmer when Commissioner Martin told her that hehad met with the Mayor and asked DEP employees to follow-up with a number of things.Commissioner Martin asked Siekerka and others to find money for projects to increase futureflood resiliency in Hoboken, and he asked that the Hoboken flood mitigation plans beassessed from an engineering standpoint. This was just one project of many like this forother municipalities.Siekerka said that Commissioner Martin never told her that Sandy aid funding wascontingent on political party, an endorsement of the Governor, or development projects.Siekerka said that someone in the DEP coordinated with Mayor Zimmer to schedule ameeting to discuss the issues Commissioner Martin had communicated, but the meeting wasrescheduled, ultimately taking place on May 9, 2013. People from the Rockefeller Groupattended the meeting. Siekerka also remembered the following people from the DEP beingpresent at the meeting: John Moyle and David Rosenblatt (engineers at DEP), MatthewKlewin, Linda Coles, Eugene Chebra, and Michele Putnam. Siekerka said that as she walkedPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3into the meeting on May 9, she was not sure who the non-DEP players were or what theirroles were going to be at the meeting or in the plans to be discussed.To prepare for the meeting, Siekerka worked with her team to think about how toleverage different pots of federal money to assist Hoboken. The plan was that MayorZimmer and the Rockefeller Group were going to discuss flood mitigation plans, and theengineers were going to assess the plans while the finance people were present to considerfunding options for the plans. Siekerka said she does not have a copy of any agenda for theMay 9 meeting in her files, and did not remember an agenda. It was her habit to print anyemailed agendas and bring them to the meeting if there was one.2.Substance of May 9, 2013 MeetingThe meeting ultimately lasted approximately an hour, and the engineers did much ofthe talking. People introduced themselves, and then the engineer from Dresdner Robinprovided a copy of the Rockefeller Group report and maps of Hoboken to others in themeeting. Dresdner Robin explained how they wanted to flood proof Hoboken. Siekerka’simpression was that the Rockefeller Group had paid Dresdner Robin to conduct the study forpurposes of Hoboken. The Rockefeller Group was interested in development as well andsaid that it could not bring jobs into a city that constantly floods. But really the meeting wasabout incorporating floodwalls to increase resiliency for Hoboken, not the RockefellerGroup’s development. Siekerka did not even know details about the Rockefeller Groupdevelopment project. Siekerka said that, if the meeting were about development, the DEP’sland use people would have been present, and they were not.During this meeting, the group also brainstormed ways to get New Jersey Transit andthe North Hudson Sewerage Authority (“NHSA”) involved in the flood proofing plans.Siekerka said that the state really wanted to see a comprehensive plan with private/publicpartnership. Mayor Zimmer was showing support for a comprehensive approach to floodprevention.Siekerka took notes during the meeting that indicate that the group discussed theuniversity studies due May 23, 2014 and shepherded by David Rosenblatt’s group. Thenotes reflect that the Rockefeller Group said it is a major land owner looking for solutions toflooding leveraging dollars and requested they work on this together. The notes also say thatthe group discussed how elevation is not an option, so Hoboken must look to flood wallsinstead, though the flood walls would have to be for an urban setting. According toSiekerka’s notes and memory, the group discussed the highest height of structures that wouldwork in the Hoboken area. And the pricing of the floodwalls was discussed at $1 million persection, with 4,000 feet of wall needed, making the cost of the wall $15 million in total.Siekerka’s notes also indicate that pumps were discussed, and Siekerka remembered thatMayor Zimmer wanted three pumps, which would cost $58 million, and the Mayor asked thePRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4DEP to get 404 Hazard Mitigation Grant Program (“HMGP”) FEMA money for her to usefor the pumps. Siekerka suggested an Environmental Infrastructure Trust (“EIT”) lowinterest loan for a portion of the pumps, but Mayor Zimmer was adamant that Hoboken couldnot afford a loan and insisted on having grant money for the pumps. Siekerka starred in hernotes for follow-up the issue of the funding of the pumps, since they could not put upfloodwalls without pumps. Her notes also said that they were going to have meetings withNHSA, FEMA, and others in the future, and with FEMA, they had to think about how tointerconnect the projects to show a comprehensive plan for funding purposes, making theprojects less expensive overall. Other follow-up items in Siekerka’s notes included speakingwith New Jersey Transit, dealing with combined sewer overflow, and storm waters.Siekerka said that nothing seemed unusual about having the parties in this meetingcome together. Mayor Zimmer participated in the conversation. She was advocatingstrongly for Hoboken and appeared anxious because just prior to the meeting another floodhad occurred in the city. But otherwise, nothing seemed out of the ordinary and Siekerka didnot sense tension between the Rockefeller Group and the Mayor.Siekerka also said that no one from the Christie administration tied the Rockefellerdevelopment to floodwall construction or Sandy aid. The focus of the meeting was aprivate/public partnership and collaboration that would result in each party building its ownpart of the flood wall.3.Follow-Up After May 9, 2013 MeetingThe day after the May 9, 2013, meeting, Siekerka spoke by telephone with peoplefrom the NHSA to discuss the comprehensive floodwall project. She took notes. They saidthat the comprehensive project would need an authority on the state or local level to facilitatethe work. They discussed if legislation would be required for the project and who would bethe liaison, among other things.Siekerka said the actions taken after the meeting were unrelated to development. Theland use people did not get involved after the meeting, and Siekerka did not have any followup with the Rockefeller Group or their engineers. The focus after the May 9, 2013, meetingwas brainstorming ways to fund a comprehensive flood mitigation project.Siekerka said that in the various conversations and interactions with Mayor Zimmerand her staff, particularly Stephen Marks, the Rockefeller Group did not come up, with theexception of this May 9, 2013 meeting.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 5C.May 15, 2013 – Meeting with Hoboken and FEMAOn May 15, 2013, Marc Ferzan of GORR hosted a meeting regarding mitigationprojects with FEMA, Hoboken, and Governor’s Office people leading up mitigation projectsfrom GORR and the Office of Emergency Management (“OEM”).At the May 15 meeting, there was discussion of the three pumps that Mayor Zimmerwanted. Hoboken already had one pump submitted to EIT pre-Sandy, so that pump wasinstalled and functioning. The group discussed tying NHSA into the other pumps and usingFEMA 406 funding, which can provide unlimited money for building protection for afacility. The key issue to consider was whether the pumps would protect the NHSA facility.The following day, May 16, Siekerka went out to NHSA with FEMA people todiscuss how to merge the pump and facility projects in Hoboken. Jack Malone from FEMAwas present, but no one from Hoboken was present. Siekerka took notes during the meetingon May 16, and her notes said that the plan was to follow up with Hoboken after the meeting.Ultimately, after much back-and-forth with FEMA in June 2013, FEMA indicatedthat the costs of this Hoboken project outweighed the benefits to the public that would resultfrom the project, and public benefit is required for allocation of FEMA funds. Siekerka saidshe spoke with Malone to see if there was another Hoboken project (such as a school) thatthey could attach the mitigation program to that would fit within FEMA 406 regulations.They agreed that the Hoboken floodwalls project would be a good FEMA 404 project if therewere more 404 funds.On June 27, 2013, Siekerka emailed Mayor Zimmer and explained that FEMA wouldnot fund the project since the project did not fit within FEMA regulations. Siekerkasuggested in the email that they regroup to figure out other funding options. Mayor Zimmernever responded to Siekerka’s email and her office was non-responsive throughout thesummer. Siekerka followed up with the Hoboken business administrator, Stephen Marks.She tried to call Marks and could not get through to him or his voicemail. So in the middleor end of July, Siekerka emailed Marks, copying Mayor Zimmer, and said that she was notable to reach them. Marks then told Siekerka that since there was a 1% chance of the projectgetting funding, they were going to have to find another way to fund the pumps. Siekerkadid not know exactly why Mayor Zimmer and Marks had been nonresponsive for thesummer.Siekerka said that FEMA representatives experienced a similar non-responsivenessfrom Hoboken during this time period. Malone was the expert for FEMA on FEMA 406funding, and he had previously worked with Siekerka on a different floodwall project foranother municipality. Due to their success on this project, Malone worked extensively withHoboken to try to work out the flood mitigation project there. Malone mentioned thatHoboken was being nonresponsive around this time.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 6D.September 2013 – Conversation Regarding Hoboken Land Use ActivityIn September 2013, Siekerka spoke with people from the Port Authority about landuse activity in Hoboken, because such activity required permits. None of the permits thatSiekerka saw or discussed at this time were for the Rockefeller Group.In September 2013, Daleo also asked Siekerka for an update on projects in Hoboken.Siekerka said that update requests for municipalities like this one were common. She toldDaleo that Hoboken had one pump due to EIT, and Pat Shepard from the land usedepartment said that Hoboken had five active permit applications at the time. The permitswere for flood proofing and flood mitigation architecture plans, none of which were for theRockefeller Group.E.November 25, 2013 – Mayors MeetingSiekerka was present at the November 25, 2013 mayors meeting. This was her lastcontact with Mayor Zimmer. At this time, Commissioner Martin directed Siekerka toexpedite the EIT bridge loan program for Hoboken. The Commissioner would often ask foractions to be expedited if possible so that municipalities could obtain money and assistanceas quickly as possible.F.Rebuild by DesignSiekerka attended the Rebuild by Design meetings, but she is not well-versed in thedetails of the program.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Simon Interview MemorandumOn February 28, 2014, Peter Simon was interviewed by Avi Weitzman and SarahVacchiano of Gibson Dunn. Simon was not represented by counsel during the interview.All information contained herein was provided by Simon or as indicated. The information inbrackets was obtained from publicly-available sources, not from the interview itself. Simonhas not read or reviewed the memorandum and has not adopted or approved its contents.Weitzman began the interview by administering the standard Upjohn warnings per GibsonDunn protocol, and requesting that Simon refrain from discussing the investigation andinterview with others. Simon stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundSimon attended Seton Hall University School of Law. Simon spent seven years as anassociate at the law firm of Wolff & Samson before joining the Governor’s Office in April2013.A.Role and ResponsibilitiesIn April 2013, Simon joined the Governor’s Office as Assistant Counsel in theAuthorities Unit. In this role, Simon has been part of a team of attorneys who provide policyguidance and oversight, and act as a voting or non-voting board member from time to time,for approximately fifty-five authorities and bi-state authorities.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2B.Interactions with Bridget KellySimon had minimal interaction with Bridget Kelly. Simon said that his office is onthe third floor and he was not even aware of where Kelly’s office was located. Anyinteractions Simon had with Kelly would have been in the context of giving notice to localofficials of actions one of his Authorities’ boards were planning to take.C.Interactions with the Port Authority of New York & New JerseyThe Port Authority has been part of Simon’s portfolio of authorities during his tenure inthe Authorities Unit, but he is not currently assigned to cover the Port Authority. Whenformer Senior Counsel Nicole Crifo was on maternity leave during the summer of 2013,Simon was responsible for some authorities in Crifo’s portfolio, but not the Port Authority.Crifo left the Governor’s Office in January 2014. Following Crifo’s departure, Simoncovered the Port Authority for a short time, but the Port Authority has now been assigned toanother colleague in the Authorities Unit.Simon had limited interaction with David Wildstein—primarily a couple of times withinthe normal course of Simon’s responsibility for the Waterfront Commission of New York,which is one of Simon’s authorities.II.Chronology of the George Washington Bridge EventsA.September 9-13, 2013 – George Washington Bridge Lane RealignmentSimon had no knowledge of the George Washington Bridge lane realignment prior to theweek of September 9, 2013, and did not recall having a conversation with anyone about thelane realignment prior to September 9. Simon recalled becoming aware of the lanerealignment once it was reversed. He said that he generally follows the news closely, but didnot recall which articles he read about the lane realignment.Simon did not recall having any conversations with Kelly or Wildstein about the lanerealignment. He said that he discussed the news stories about the lane realignment withCrifo.Simon was never aware of any motive of political retaliation or a culture within any partof the Governor’s Office that encouraged retaliation for mayors who did not endorse theGovernor.III.Superstorm Sandy Aid AllegationsSimon said that he never heard anyone in the Governor’s Office suggest thatHurricane Sandy aid should be distributed on any criteria other than need.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Simpson Interview MemorandumOn February 3, 2014, James S. Simpson was interviewed by Avi Weitzman and Sarah L.Kushner of Gibson Dunn. Simpson was not represented by counsel during the interview. Allinformation contained herein was provided by Simpson or as indicated. Simpson has not read orreviewed the memorandum and has not adopted or approved its contents. Weitzman began theinterview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Simpson refrain from discussing the investigation and interview with others.Simpson stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundSimpson described his professional background. He has been the Commissioner of theNew Jersey Department of Transportation (“DOT”) for four years, since in or around January2010, following Governor Christie’s inauguration. Simpson is also the Chairman of New JerseyTransit. Previously, Simpson was the Chairman of the Board of Directors for two differentcompanies: (1) Victory Worldwide Transportation, a global logistics mobility company that heowned; and (2) Spartan Solutions, an engineering oversight company.As DOT Commissioner, Simpson is responsible for the maintenance and construction ofDOT’s highways and bridges, as well as DOT’s aviation, seaport, and maritime components.Simpson is the only transportation official in the Governor’s Cabinet.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTII.Superstorm Sandy Aid AllegationsA.Sandy Aid – GenerallyDOT is not involved in providing Sandy aid and does not have grantmaking capacity inconnection with providing local aid for Sandy relief. According to Simpson, DOT has receivedfederal aid from the Federal Highway Administration and possibly from FEMA to repair bridgesand highways post-Superstorm Sandy. DOT is an indirect recipient of Sandy aid, as it is notdirectly involved in any grant programs.Simpson attended several Sandy aid-related meetings with other cabinet members in theAdministration and other participants. In those meetings, Simpson never heard anyone suggestor otherwise discuss that the provision of Sandy aid is in any way dependent on a local electedofficial’s party affiliation or partisan politics generally. Simpson never heard anyone suggestthat the provision of Sandy aid is dependent on endorsing the Governor or upon a local electedofficial’s or municipality’s support of particular development projects.B.November 25, 2013 – Stakeholder MeetingSimpson did not believe he attended a November 25, 2013 stakeholder meeting at theState House regarding Sandy aid.C.The Rockefeller GroupSimpson did not recall participating in Sandy-aid related meetings in which theRockefeller Group or development projects in Hoboken were discussed. When asked what, ifanything, he knew about the Rockefeller Group’s involvement in Hoboken, Simpson said that, inconnection with a meeting about a potential new light rail train station in Hoboken, variouspotential development projects near the station were discussed and that the Rockefeller Group’sname may have come up in that context. Simpson did not believe that anyone from theGovernor’s Office was present at this meeting and that the meeting was unrelated to Sandy aid.D.Interactions with Hoboken Mayor Dawn ZimmerSimpson recalled meeting Hoboken Mayor Dawn Zimmer in person about four times.First, prior to Superstorm Sandy, Simpson and Mayor Zimmer attended an official event inconnection with the reopening of the Hoboken ferry station. Second, about two years ago,Simpson and Mayor Zimmer toured Hoboken’s train station during which they discussedredeveloping the station. Third, Simpson, Mayor Zimmer, and Vice President Joe Bidenattended an official post-Sandy event in Hoboken in connection with the reopening of theHoboken train station after the storm. Fourth, Simpson interacted with Mayor Zimmer and herhusband, Stan Grossbard, at a Christmas party at Drumthwacket in 2012. At that event, Simpsonsaid that Grossbard asked Simpson to place bike lanes in the Holland Tunnel, to which Simpsonresponded that DOT had no involvement with the Holland Tunnel. Simpson said that he recalledtwo telephone conversations with Mayor Zimmer to discuss streetscaping in Hoboken, and2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTanother time when Simpson was in Hoboken and called Mayor Zimmer to ask her for arestaurant recommendation. Simpson added that he believes that he and Mayor Zimmer have agood relationship.Simpson said that he did not recall any discussions with Mayor Zimmer about theredevelopment of Hoboken’s North End or about the Rockefeller Group.III.Chronology of the George Washington Bridge EventsSimpson explained that he is not involved in the management and operation of roads inFort Lee or the access lanes on the George Washington Bridge. Simpson explained that DOT isresponsible for the approach on intrastate highways, and that the approach from Fort Lee ontothe George Washington Bridge falls under the responsibility of the Port Authority, not DOT.A.Interactions with the Port AuthoritySimpson did not recall ever meeting David Wildstein. Simpson added that, early on inthe Christie Administration, he attended several Port Authority meetings regarding funding forNew Jersey-centric projects and said it was possible that Wildstein was at one of those meetings.Simpson said that Bill Baroni and David Samson were his main contacts at the PortAuthority. Simpson never had any discussions with either of them regarding the access lanesfrom Fort Lee, other than on or around January 8, 2014, when Simpson called Samson toconfirm an unrelated meeting they had, and they referred to the newspaper reports around thattime regarding the lane realignment.B.September 9–13, 2013 – GWB Lane RealignmentWhen asked about an email exchange between him and Kelly on or around September10, 2013, Simpson confirmed that these emails were unrelated to the lane realignment, butinstead concerned the scheduling of DOT’s announcement of grants for the Rail FreightAssistance Program for fiscal year 2013. Simpson explained that IGA was involved incoordinating the press releases regarding these rail grants.When asked about a September 11, 2013 email from Regina Egea to Nicole Crifo thatsaid, “I spoke w Simpson this AM and he’s up to date. He will likely speak w Joyce/Jim todayto fully understand,” Simpson explained that Joyce likely referred to Joyce Zuczek, the Secretaryfor the Board of Directors of New Jersey Transit, and that the other Jim referred to JimWeinstein, the then-Executive Director of New Jersey Transit. Simpson confirmed that thesecommunications were not about the lane realignment, but concerned an unrelated New JerseyTransit matter.3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTC.Post-September 13, 2013Simpson did not recall hearing about the lane realignment until sometime after September13, 2013, when he received an unrelated call from State Senator Loretta Weinberg aboutroadwork that was being done on the New Jersey turnpike. During that conversation, SenatorWeinberg referenced the lane realignment. Simpson did not know what Weinberg was referringto at the time, but he subsequently understood what she was referring to when he saw newspaperarticles about the lane realignment.IV.Jersey City Mayor Steven FulopWhen asked about his interactions with Kelly, Simpson said that he did not frequentlyinteract with Kelly. Simpson recalled speaking to Kelly in connection with a cancelled meetingbetween Simpson and Mayor Fulop. In particular, Simpson was scheduled to have a meetingwith Mayor Fulop, but, at some point, Simpson learned from DOT Assistant CommissionerAnthony Attanasio that Kelly had cancelled the meeting. When he learned this, Simpson calledKelly, asked her to reschedule the meeting, and said that it was an important meeting regardingthe upcoming temporary closing of the Pulaski Skyway. When Kelly did not get back to himabout rescheduling the meeting, Simpson called Kelly again and repeated the same request.Kelly did not get back to Simpson the second time either about rescheduling the meeting.Simpson did not specifically recall the timing of these events.At the time, Simpson’s discussions about rescheduling the meeting did not involveanyone in the Office more senior than Kelly and Christina Renna. When asked if Simpson spoketo anyone in the Administration about whether the cancellation was politically motivated,Simpson said he did not. Simpson added that he was not a political person and did not careabout someone’s party affiliation; he was just concerned about carrying out his responsibilitiesand, in this case, meeting with Mayor Fulop to address the Pulaski Skyway matter. Simpsonexplained that the Pulaski Skyway will be closed for two years, and that this temporary closingimpacts Jersey City. As such, it required coordination between Jersey City and DOT, which waswhat Simpson needed to discuss with Mayor Fulop.Because of Kelly’s non-responsiveness, in or around December 2013, Simpson called theChief Counsel of the Governor’s Office, Charlie McKenna, and explained that he (Simpson)needed a meeting with Mayor Fulop. Shortly thereafter, McKenna followed up with Simpsonand said that Simpson could reach out to Mayor Fulop and schedule a meeting with him, whichSimpson did. In or around January 2014, Simpson met with Mayor Fulop about the PulaskiSkyway. Simpson thought that the meeting went well. Simpson added that, two days after thismeeting, Mayor Fulop went public with his allegations of political retaliation by the Governor’sOffice.4PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & CrutcherRe:Sundstrom Interview MemorandumOn March 5, 2014, Kerstin Sundstrom was interviewed by Avi Weitzman and AlyssaKuhn of Gibson Dunn. Sundstrom was not represented by counsel during the interview. Allinformation contained herein was provided by Sundstrom or as indicated. Sundstrom has notread or reviewed the memorandum and has not adopted or approved its contents. Weitzmanbegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Sundstrom refrain from discussing the investigation andinterview with others. Sundstrom stated that she agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Background[In 1994, Sundstrom graduated from the College of Saint Elizabeth. Sundstromreceived her MBA from Seton Hall University in 2002 and her J.D. from Seton HallUniversity in 2007.]In 2012, Sundstrom joined the Office of the Governor as Assistant Counsel in theAuthorities Unit. Prior to joining the Office of the Governor, Sundstrom was an associate inthe litigation department at Lowenstein Sandler.Page 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTA.Role and ResponsibilitiesAs Assistant Counsel in the Authorities Unit, Sundstrom oversees a number of StateAuthorities. Sundstrom is responsible for reviewing the authorities on her docket’s boardmeeting agendas and preparing internal weekly reports the week before board meetings,summarizing the proposed action items on each board meeting’s agenda. Sundstrom alsoattends board and committee meetings for each authority on her docket. Sundstromexplained that if the Governor has veto power over an authority, Sundstrom provides theChief Counsel in the Office of the Governor a memorandum following that authority’s boardmeeting recommending whether the Governor should take action, and, if so, what action, onany items considered during the meeting.Sundstrom explained that from June 2013 until September 2013, Nicole Crifo, SeniorCounsel in the Authorities Unit, was out of the office on maternity leave. In the interim,Sundstrom, Peter Simon, and Amy Herbold took over Crifo’s docket. Sundstrom assumedCrifo’s Port Authority responsibilities.B.Interactions with the Port AuthoritySundstrom explained that Bill Baroni, former Deputy Executive Director of the PortAuthority, David Wildstein, former Director of Interstate Capital Projects at the PortAuthority, and to a lesser extent, Phil Kwon, Deputy General Counsel of the Port Authority,were her primary contacts at the Port Authority. Sundstrom recalled that she mainlycommunicated with Wildstein, rarely with Baroni, and that she only spoke directly withKwon if she was contacting the Port Authority regarding a specific legal issue. Sundstromsaid that she primarily communicated with Wildstein, Baroni, and Kwon by phone.Sundstrom recalled that sometime in or around July 1, 2013, the Port Authorityassumed management over the Atlantic City International Airport. Sundstrom explained thatshe would have been involved in issues relating to the Atlantic City International Airportregardless of whether she was handling the Port Authority’s docket for Crifo because theairport was one of Sundstrom’s assigned authorities. Sundstrom recalled that she attended aJune 2013 Port Authority board meeting with Crifo to make introductions and a July 2013Port Authority board meeting, but Sundstrom did not recall the Port Authority holding aboard meeting in August 2013.II.Chronology of the George Washington Bridge EventsSundstrom did not recall when she learned about the George Washington Bridge(“GWB”) lane realignment. Sundstrom did not recall learning about the GWB lanerealignment or a traffic study in Fort Lee during the time she oversaw the Port Authoritydocket for Crifo.Page 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTSundstrom did not recall hearing about the GWB lane realignment during the week ofSeptember 9, 2013. Sundstrom explained that she was likely busy catching up on work thatweek and preparing to transition Crifo’s docket back to her; Sundstrom typically goes onvacation the last week of August through Labor Day and Crifo returned from maternity leaveon or about September 9, 2013.Sundstrom did not specifically recall discussing the GWB lane realignment withCrifo, though assumed that they discussed the allegations when it was a headline story.Sundstrom never got the impression that Crifo had any underlying knowledge of the GWBlane realignment. Sundstrom stated that she never interacted with Bridget Kelly; Sundstromtypically contacted Kieran Tintle or Christina Renna of IGA if she had a question related toIGA. Sundstrom stated that she never discussed the GWB lane realignment with Renna.Sundstrom stated that she had no personal knowledge of the GWB lane realignmentother than what she has reviewed in the press. Sundstrom has had no conversations in theOffice of the Governor that suggest that anyone in the Office of the Governor was involvedin the GWB lane realignment or had advance knowledge of the GWB lane realignment.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Szymelewicz Interview MemorandumOn February 19, 2014, Anthony Szymelewicz was interviewed by Reed Brodsky andAlyssa Kuhn of Gibson Dunn. Szymelewicz was not represented by counsel during theinterview. All information contained herein was provided by Szymelewicz or as indicated.Szymelewicz has not read or reviewed this memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Szymelewicz refrain from discussing theinvestigation and interview with others. Szymelewicz stated that he agreed, understood, anddid not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.Professional BackgroundIn 1997, Szymelewicz graduated from Temple University with degrees in Businessand Mathematics. After graduation, Szymelewicz worked in the private sector. In 2004,Szymelewicz joined the New Jersey Commerce Commission. The New Jersey CommerceCommission later merged with the Economic Development Authority (“EDA”), and then, in2010, with the Department of State.Szymelewicz joined the Business Action Center (“BAC”) in 2010 in the InternationalDivision. His current position is Business Advocate. Szymelewicz reports to Lauren Moore,acting Executive Director of BAC.Page 2II.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTMay 13, 2013 – Hoboken ShopRite EventSzymelewicz stated that he was not involved in planning the May 13, 2013 HobokenShopRite event and did not help prepare the briefing for the event. Szymelewicz learned onor about May 9, 2013 or May 10, 2013, that he would attend the ShopRite event with theLieutenant Governor to answer any business-related questions that might come up during theevent.Szymelewicz recalled that the Lieutenant Governor and Mayor Zimmer appearedfriendly during the ShopRite event and that they greeted each other with a hug. Szymelewiczleft the ShopRite event when the tour ended to attend another event and he did not witnessthe Lieutenant Governor and Mayor Zimmer’s conversation following the ShopRite event.Szymelewicz has not discussed the Hoboken ShopRite event or the LieutenantGovernor and Mayor Zimmer’s conversation following the event. Szymelewicz first learnedof Mayor Zimmer’s allegations in an email he received regarding the January 18, 2014,MSNBC “Up with Steve Kornacki” interview. Szymelewicz has not had any interactionwith Mayor Zimmer since the May 13, 2013 Hoboken ShopRite event.Szymelewicz stated that he has never heard the Lieutenant Governor say that Sandyaid is tied to development projects, political affiliation, or endorsing Governor Christie.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Tintle Interview MemorandumOn February 12, 2014, Kieran Tintle was interviewed by Alexander H. Southwell, DebraWong Yang, and Sarah L. Kushner of Gibson Dunn. Tintle was not represented by counselduring the interview. All information contained herein was provided by Tintle or as indicated.Tintle has not read or reviewed the memorandum and has not adopted or approved its contents.Yang began the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Tintle refrain from discussing the investigation and interview withothers. Tintle stated that he agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundA.Role and ResponsibilitiesIn or around October 2010, after graduating from Charleston College, Tintle said that hebegan working for the Governor’s Office. Tintle joined the Governor’s Office as an Aide in theAppointments Unit; about a year later, he joined the Legislative and Intergovernmental Affairs(“IGA”) unit, when Stepien was Deputy Chief of Staff.Tintle described his different roles within IGA. First, he was a legislative liaison,reporting to Christina Renna and Rebecca Schwarz; at the time, then-Director of IGA, BridgetKelly, oversaw the Legislative Departmental Relations group. Then, in or around May 2013,Tintle assumed his current position as Director of the Legislative and Departmental Relationsgroup within IGA, and reported directly to Kelly.B.Interaction with Employees in IGAWith regard to his work-related interactions with Kelly, Tintle said that he frequentlyinteracted with Kelly in person and over email. Tintle said that he thought that Kelly wasPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2friendly. As for interactions outside of work, Tintle and Kelly met before a few races that theyboth ran. Other than that, Tintle did not interact with IGA staff members outside of the office.Tintle said that he had heard rumors about a romantic relationship between Kelly andStepien but did not have any reason to believe them.C.Interactions with the Port AuthorityTintle said that he did not interact with anyone at the Port Authority. Tintle did not knowwhat Wildstein looked like before Tintle saw Wildstein’s picture in newspaper articles about theSeptember 2013 lane realignment at the George Washington Bridge.D.Interactions with the Governor’s Reelection CampaignTintle said that he volunteered for the Governor’s 2013 reelection campaign on hispersonal time and did not use State resources in connection with campaign-related activities.Tintle said he understood that his campaign-related activities were voluntary and should notoccur on State time or use State resources, although he did not recall how he learned this. Tintledid not recall being instructed on the use of his personal email account as opposed to his workemail account, but understood that he should not use the latter for campaign-related activities.II.Chronology of the George Washington Bridge EventsA.Spring 2013Tintle said that, in or around the spring of 2013, he was not aware of efforts to obtainMayor Sokolich’s endorsement and was not otherwise involved in endorsement efforts.B.September 9–13, 2013Tintle said that he did not have any knowledge of, or involvement in, the lanerealignment beforehand or during.C.January 8, 2014On or around January 8, 2014, Tintle texted Kelly and told her that he was thinking ofher. Tintle said that he has not spoken to Kelly since then. Tintle did not recall discussing thelane realignment with Kelly.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3III.Jersey City Mayor Steven FulopIn the summer of 2013, Tintle said that Kelly instructed him to set up a “Mayor’s Day”for Jersey City Mayor Steven Fulop, which consisted of meetings between Fulop and certaindepartments in the Administration. Tintle said that he was tasked with scheduling thesemeetings with the departments based on their availability. Kelly did not tell Tintle the purposeof these meetings; Tintle was just responsible for checking with departments about theiravailability. Tintle said did not interact with Mayor Fulop in connection with these meetings.Tintle learned about the cancellation of Mayor’s Day for Mayor Fulop after the fact, andwas not involved in the cancellations. Tintle said that he did not recall how he learned about thecancellation and did not recall discussing why it was cancelled with anyone.On or around January 6, 2014, Tintle said that he texted Kelly about the Fulop meetings.Specifically, Tintle believed that Kelly texted Tintle and Renna around this time, asking them ifthey recalled when the “Mayor’s Day” Fulop meetings were supposed to occur before they werecancelled. Tintle added that Kelly also asked him if IGA had done anything else for Jersey City.IV.Document Retention NoticesTintle received the document retention notices and is in compliance with them.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTToFileFrom:Gibson, Dunn & Crutcher LLPReVelez Interview MemorandumOn January 29, 2014 Jennifer Velez was interviewed by Avi Weitzman and ChristianHudson of Gibson Dunn. Velez was not represented by counsel during the interview. Allinformation contained herein was provided by Velez or as indicated. Velez has not read orreviewed the memorandum and has not adopted or approved its contents. Weitzman beganthe interview by administering the standard Upjohn warnings per Gibson Dunn protocol, andrequesting that Velez refrain from discussing the investigation and interview with others.Velez stated that she agreed, understood, and did not have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn February 2007, Velez became Acting Commissioner of the New JerseyDepartment of Human Services (“DHS”). In June 2007, she was nominated and confirmedunder the administration of Jon Corzine. In January 2010, she was then re-nominated byGovernor Christie.II.Superstorm Sandy AidA.Interactions with Hoboken Mayor Dawn ZimmerVelez stated that her only interaction with Hoboken Mayor Dawn Zimmer likelyoccurred immediately after Hurricane Sandy, when she made visits to several communities,including Hoboken. Commissioner Velez was with Governor Christie at an event inPage 2PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTHoboken at this time with a Salvation Army truck handing out meals or coffee. MayorZimmer was at the event, but Velez does not recall ever meeting her in person.Velez did not attend the November 25, 2013 “Mayor’s Meeting” which MayorZimmer attended.B.Post-Sandy ReliefIn response to Weitzman’s questions, Commissioner Velez confirmed that she“never” heard or observed Marc Ferzan, Richard Constable, or any other members of theChristie Administration, condition Hurricane Sandy relief funds on a partisan basis, or linkedto the types of development referenced by Zimmer, or in any way conditioned on a mayor’sendorsement of Governor Christie.Velez stated that Hoboken did not receive DSSBG funds [Disaster Social ServicesBlock Grants], but that is because such funding does not go to municipalities. The DHS’slargest program is the Sandy Rental and Housing Assistance Program, which funds Velezbelieves some Hoboken residents received.The only other outreach Velez recalls with Hudson County occurred after the stormwhen she and other DHS officials went to each of the nine most-heavily-impacted countiesand asked to meet with Human Services officials to determine county needs. At the HudsonCounty meeting Mayor Zimmer was not present.Finally, when asked if there had been any effort to punish Hoboken, or if she hadbeen provided instructions to punish Hoboken for Mayor Zimmer’s refusal or lack of supportfor a development project, Velez responded “unequivocally no,” and that she had neverheard of any such aid being tied to development.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Viavattine Interview MemorandumOn February 19, 2014, Sam Viavattine was interviewed by Reed Brodsky and AlyssaKuhn of Gibson Dunn. Viavattine was not represented by counsel during the interview. Allinformation contained herein was provided by Viavattine or as indicated. Viavattine has notread or reviewed this memorandum and has not adopted or approved its contents. Brodskybegan the interview by administering the standard Upjohn warnings per Gibson Dunnprotocol, and requesting that Viavattine refrain from discussing the investigation andinterview with others. Viavattine stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2009, Viavattine graduated from the University of Albany. In December 2013,Viavattine received his Master’s Degree in Public Administration from Rutgers University.Viavattine worked in the Lieutenant Governor’s Office while taking classes towards hisMaster’s Degree.II.Role in the Office of the GovernorViavattine currently serves as the Lieutenant Governor’s scheduler. Viavattine hasnot had any interaction with Mayor Zimmer in his role as the Lieutenant Governor’sscheduler. Viavattine was not involved in the May 13, 2013 Hoboken ShopRite event asidefrom placing the event on the Lieutenant Governor’s schedule. Viavattine did not speak withthe Lieutenant Governor about the ShopRite event and has not spoken with anyone aboutMayor Zimmer or Mayor Zimmer’s allegations against the Lieutenant Governor.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Welcher Interview MemorandumOn January 28, 2014, Arif Welcher was interviewed by Reed Brodsky, Rachel Brook,and Christian Hudson of Gibson Dunn. Welcher was not represented by counsel during theinterview. All information contained herein was provided by Welcher or as indicated.Welcher has not read or reviewed the memorandum and has not adopted or approved itscontents. Brodsky began the interview by administering the standard Upjohn warnings perGibson Dunn protocol, and requesting that Welcher refrain from discussing the investigationand interview with others. Welcher stated that he agreed, understood, and did not have anyquestions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 2000, Welcher graduated from the University of North Carolina with a degree ineconomics. After graduation, he moved to New Jersey and began working as a salesmanager for a company called CQI. Welcher then worked in sales positions at differentcompanies.In 2011, Welcher met Commissioner Richard Constable through his best friend’sbrother, and Commissioner Constable asked him to be his confidential aide. AsCommissioner Constable’s aide, Welcher attended all of the Commissioner’s meetings,worked with the Commissioner on internal department issues, worked with staff members onpersonnel issues, and worked on events, speeches and the Commissioner’s calendar. Anumber of these tasks were above and beyond Welcher’s job description, so CommissionerConstable promoted Welcher in October 2012, right before Hurricane Sandy hit, to DeputyPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2Chief of Staff for the Department of Community Affairs (“DCA”) to align Welcher’s title tothe work he was performing.Welcher is an Independent.II.Superstorm Sandy AidWelcher said he never heard Commissioner Constable tie Sandy aid funding topolitical parties, endorsements, or anything unrelated to Sandy funding needs.A.May 16, 2013 – Town Hall MeetingWelcher accompanied Commissioner Constable to the May 16, 2013, Town Hallmeeting. He does not recall ever meeting Mayor Zimmer prior to this date. Welcher isaware that the Commissioner and Mayor Zimmer have had other meetings, but he was notpresent at any of them prior to May 16, 2013.Welcher said that upon arriving at the Town Hall, he went to the green room withCommissioner Constable. Welcher did not see Mayor Zimmer in the green room.Commissioner Constable then went to the stage where he greeted everyone there. During theTown Hall meeting itself, audience members asked questions, and after the official meetingwas over, Commissioner Constable made brief remarks with others on the panel. Threepeople or so approached Constable after the meeting to discuss Sandy.Welcher noted that the Sandy state action plan was approved on April 29, 2013, so bythe time of the May 16, 2013 Town Hall meeting, there was no flexibility on aid.B.June 27, 2013 – Meeting for Mayor OutreachWelcher said that around this time, there was a media blitz because the state wantedto make sure that the word was getting out to residents about housing programs sinceindividuals had to apply for these programs themselves. As part of these media efforts,Commissioner Constable, Welcher, and Richard Rebisz from Intergovernmental Affairs(“IGA”) met with Mayor Zimmer at her office to make sure she was publicizing the housingprograms to her residents. Similar efforts were made with other mayors.This meeting with Mayor Zimmer lasted approximately one hour. Mayor Zimmerwas told about hotlines that her residents could call to apply over the telephone if they werenot internet savvy. Commissioner Constable wanted to make sure that Mayor Zimmer hadthe most up-to-date telephone numbers and other information for the programs.The meeting was just about Sandy aid, including discussion about the resettlementprogram, the RREM program, and the elevation of utilities. Redevelopment projects werePage 3PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTnot mentioned during this meeting. Welcher said that Mayor Zimmer was particularlyinterested in raising utilities to help with future flooding and to preserve infrastructure in thetown, since a similar program existed in Louisiana for personal homes. The utilities programin Louisiana was a Federal Emergency Management Agency (“FEMA”) program though, nota Department of Housing and Urban Development (“HUD”)/Community DevelopmentBlock Grant (“CDBG”) program, and Commissioner Constable explained that to MayorZimmer and offered to connect her with the appropriate people for such a program. MayorZimmer agreed. Welcher did not remember if Mayor Zimmer brought up pumps or floodwalls.Welcher said that the focus with Sandy aid has always been on all the residentsimpacted by Sandy, not just one town. This was a point that Commissioner Constablegenerally discussed with mayors. Commissioner Constable emphasized that the funds are foreveryone, and the DCA must consider the whole state, not just one area. The Hudson regionwas an area that the DCA focused on for funds as well.Welcher is not familiar with the Rebuild by Design program.III.George Washington Bridge Lane RealignmentWelcher said that he has no knowledge regarding the George Washington Bridge lanerealignment.PRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTTo:FileFrom:Gibson, Dunn & Crutcher LLPRe:Zimmer Interview MemorandumOn March 11, 2014, and March 27, 2014, David Zimmer was interviewed by AviWeitzman and Alyssa Kuhn of Gibson Dunn. Zimmer was not represented by counselduring the interview. All information contained herein was provided by Zimmer or asindicated. Zimmer has not read or reviewed this memorandum and has not adopted orapproved its contents. Weitzman began the interview by administering the standard Upjohnwarnings per Gibson Dunn protocol, and requesting that Zimmer refrain from discussing theinvestigation and interview with others. Zimmer stated that he agreed, understood, and didnot have any questions.This memorandum does not contain a verbatim transcript of what was said at themeeting; rather, it is a summary of the discussion that reflects counsel’s mental thoughts andimpressions and is therefore protected from disclosure by the attorney work product doctrine.I.BackgroundIn 1983, Zimmer graduated from the University of Dayton with a degree in CivilEngineering. In 1984, Zimmer received his MBA from Notre Dame University. Thereafter,Zimmer spent twenty-two years in the private sector in positions at investment banks andcommercial banks, working mainly in structured finance. In 2010, Zimmer was approachedby Robert Martin, Commissioner of the New Jersey Department of Environmental Protection(“DEP”) and a friend of Zimmer’s, about overseeing the New Jersey EnvironmentalInfrastructure Trust (“EIT”). In late 2010, Zimmer joined the EIT as Executive Director.II.Role of the New Jersey EITZimmer explained that the EIT issues and services low-interest loans for localgovernment entities and private water purveyors. Every year, the federal governmentallocates somewhere between $80 and $100 million to New Jersey for the State RevolvingFund (“SRF”), a loan program for water quality infrastructure projects. The SRF is a staterun program with U.S. Environmental Protection Agency (“EPA”) oversight. The federalPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 2government provides 80% of the funding for the SRF and New Jersey funds the remaining20%.Zimmer explained that the SRF loan program and its application and selectionprocess are transparent. Each year, the DEP publicizes New Jersey’s priorities and criteriafor disbursing SRF loans. Local entities then submit a letter of intent, application, andcertain documents for review. The DEP reviews each project’s documentation to ensure thatthe project complies with the DEP and federal regulations. Once an entity has submitted allrequired documentation, the DEP certifies the project, and then following EIT review, theproject is included in that respective year’s SRF legislation. When the New Jerseylegislature approves the SRF legislation, the EIT packages and disburses the low-interestloans (0% interest on DEP’s majority portion of the loan, and EIT’s low-interest borrowingrate on the remaining portion of the loan as a result of EIT’s advantageous credit rating).Zimmer explained that borrowing entities save approximately one-third of their loan valuewhen borrowing from the EIT versus a private lender. Zimmer said that once a project hasbeen certified by the DEP, the EIT can provide interim loans to help fund projects ahead ofSRF funding.III.Superstorm Sandy AidZimmer explained that he has interacted with Mayor Zimmer’s office regarding agrant program funded by the Rockefeller Foundation (unrelated to the Rockefeller Group)and funding for pump stations in Hoboken. Zimmer stated that his primary contact in MayorZimmer’s office is Stephen Marks, Hoboken’s Business Administrator, and that he believeshe has only spoken directly with Mayor Zimmer once, during a conversation with Markswhen Marks was in the car with Mayor Zimmer.Zimmer said that communicating with Hoboken has been difficult because Hobokenis often unresponsive. Zimmer said that the EIT and the DEP would gather information forHoboken, send emails and call Hoboken, and Hoboken would often never respond. Forexample, Zimmer explained that after Superstorm Sandy, the federal government allocatedan additional $600 million to New Jersey and New York’s SRFs for water infrastructureresiliency projects. New Jersey had to submit appropriation plans to determine New Jersey’sportion of the approximately $600 million fixed pot. Zimmer said that it was especiallydifficult obtaining information from Hoboken and this made Zimmer doubt whetherHoboken was truly invested in obtaining funding for its flood mitigation projects.A.Rockefeller Foundation GrantIn or around early 2013, Zimmer recalled that he read that the Rockefeller Foundationwas funding a grant program to develop strategic plans for infrastructure asset managementin select cities across the country. The Rockefeller Group was providing $3 million in seedPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 3money to pay for professional services in engineering, legal work, and financial advisorywork to develop integrated plans to solve flooding problems in each selected city. Zimmerrecalled that he contacted the firm that the Rockefeller Foundation hired to manage the grantprogram to see how he could get New Jersey involved. The firm running the grant programasked Zimmer to connect the Rockefeller Foundation to urban communities in New Jersey.Zimmer recalled that he reached out to Hoboken, Newark, Perth Amboy, and Camden, NewJersey. Zimmer said that he assisted Hoboken with its application and that Hoboken wasultimately selected as one of the eight cities to receive part of the $3 million grant.B.Hoboken’s SRF Loan ApplicationsZimmer also interacted with Hoboken regarding Hoboken’s SRF loan applications fora wet weather water pump. Zimmer did not recall Hoboken applying to or borrowing fromthe SRF program prior to 2013, though recalled that the North Hudson Sewerage Authority(“NHSA”) was a frequent borrower.Zimmer recalled that after Superstorm Sandy, the Governor and the DEP werefocused on rebuilding Hoboken, among other hard-hit municipalities. When the DEP startedengaging in discussions with Hoboken regarding its flood mitigation plan in the spring of2013, it brought Zimmer and the EIT into the conversation to discuss funding. Zimmercommunicated with Michele Siekerka, Assistant Commissioner for Water ResourceManagement at the DEP, regarding Hoboken’s flood mitigation plan and loan applications.Zimmer recalled that Mayor Zimmer and Hoboken got several entities involved—includingthe DEP, the EIT, the NJ Department of Transportation, and the Office of the Governor—indiscussions regarding its flood mitigation plan.Zimmer explained that Hoboken submitted a loan request for a wet weather pumpstation in or around May 2013, but that its request was not included in the SRF FY 2014legislation because the deadline had already passed to be included in that year’s financing.Zimmer said that Hoboken currently has an application pending for SRF FY 2015 legislationfor a wet weather pump station estimated to cost over $11 million, which it submitted on orabout March 4, 2014, along with engineering specs. Zimmer said that Hoboken hassubmitted all required documents. Zimmer explained that the DEP will rank Hoboken’sproject, and, following review by the DEP and the EIT, Hoboken’s project will be certifiedand included in the FY 2015 legislation, which will be before the New Jersey legislature inor around the end of June 2014.Zimmer recalled that in or around November or December 2013, CommissionerMartin asked the EIT to expedite Hoboken’s loan requests at a senior staff meeting. Zimmerexplained during the interview that the EIT and the DEP have very clearly defined statutoryauthority: the EIT cannot provide an entity any funding unless their project has beenPRIVILEGED AND CONFIDENTIALATTORNEY OPINION WORK PRODUCTPage 4certified by the DEP. Thus, Zimmer told Commissioner Martin that as soon as Hoboken’sproject was certified, he would make sure their project was included in that respective year’sSRF legislation and that the EIT would help facilitate interim loans for Hoboken’s pumpstations.IV.Superstorm Sandy Aid AllegationsZimmer stated that he has never heard and has never suggested or instructed anyonethat Sandy relief aid is tied to political affiliation or political endorsements. Zimmer statedthat he has never heard and has never suggested or instructed anyone to withhold Sandyrelief aid because a municipality was not moving forward with a development project.Zimmer stated that following Mayor Zimmer’s allegations, no one ever communicated thatHoboken would not or should not receive Sandy relief funding, and Zimmer noted that giventhe regulations and oversight over the EIT, no one could influence Hoboken’s loan requests.Zimmer stated that the EIT will treat Hoboken and its loan requests the same way it treats allrequests.