UPDATE 5/7 – Huge success for Rossi E-Cat/QuarkX technology
Game is over…
Rossi and IH settled in court. Everybody smiling. Maybe a win-win deal made. Huge success for Rossi E-Cat and QuarkX technology.
The business cases shows striking similarities; ie. they purchase some toxic land for peanuts – thereby relieving previous owners of cleaning-up liabilities, then they borrow money from various tax payer funded entities (or other investors) and then file the projects under chapter 11 – and leaving the toxic land as toxic as ever – And the money goes – only god knows where. By now however, studying the IH case, we certainly know that Darden et al (as lawyer business sharks) are very skilled, at least when it comes to offshore company structures. So I see no problem in them being able to make the tax payer money disappear into the pockets of … ? At least the cases below should make Woodford go hmm …
Maybe the whole IH business case was similar in scope – simply to raise money, on the hopes of a clean future, from investors to make themselves a quick exit. Maybe they never even cared about the environmental issues or the potential world-changing technology – Or even worse; maybe their goal was both raising funds AND to BURY Rossi and the E-CAT tech for the benefit of unknown geopolitical “stakeholders” – Everything is possible… And, as we know, they are at the bottom line only despicable lawyer sharks, incl. their Apco and Jones Day shark friends, so why should they care about anything but feeding … From cases listed below it sure as hell looks as if they are not interested in doing any real work …
There is certainly an ugly smell to it.
Here are som examples, first Californa:
CALIFORNIA – RICHMOND
ZENECA SITE REDEVELOPMENT –CAMPUS BAY
CHEROKEE SIMEON VENTURE I LLC
CHEROKEE SIMEON VENTURE II LLC
CHEROKEE SIMEON HOLDING COMPANY LLC
CHEROKEE INVESTMENT PARTNERS III PARALLEL FUND LP
CHEROKEE RICHMOND LLC
Cherokee Simeon Venture I LLC was formed in Delaware on December 12, 2002 and transferred its business in California on March 17, 2003
Cherokee Simeon Venture II LLC was formed in Delaware on June 24,2003 and transferred its business in California on June 30, 2003
Cherokee Simeon Holding Company LLC was formed in Delaware on December 12, 2002
Cherokee Richmond LLC was formed in Delaware on December 12, 2002
Cherokee Richmond LLC held at the formation 96% of Cherokee Simeon Holding Company LLC, as of April 29,2011 was the sole member of Cherokee Simeon Holding Company LLC.
The property known as Zeneca site consisted of bay-front 86 acre between Marina Bay and Point Isabel in Richmond (CA). Once occupied by a Stauffer Chemicals, Inc plant was later purchased by Zeneca Inc which merged into AstraZeneca , the world’s second largest pharmaceutical manufacturer. Previous chemical manufacturing activities ( sulfuric acid, chemical fertilizers, pesticides) resulted in elevated level of heavy metals and pesticides within portion of the former plant, upland areas and nearby marshes. According to a history of the site prepared in 2001 by the Regional Water Quality Control Board, Stauffer for years used the cinders ( a highly acidic ash-like substance, by-product of sulfuric acid ) as landfill dumping the waste on the east of its property. The cinders are mostly made up of pyrite but include toxic metals like arsenic, lead, cadmium, mercury and selenium. Cherokee proposed to continue the remediation and clean –up plan begun by Zeneca and to develop a mini-city in the site.
At the end of 2002 Cherokee Simeon Venture I LLC , jointly owned by Zeneca Inc and Cherokee Simeon Holding Company LLC acquired Lots 1 and 2 ( northern 17 acre lot and 10 acre lot = 27 northern acre) of the site from Zeneca Inc. Zeneca , in the meantime from May and December 2002, started Big Dig 2002 as Self Monitored Cleanup under San Francisco Bay Regional Water Quality Control Board. The lots were named Campus Bay by Cherokee.
In 2003 Cherokee Simeon Venture II LLC acquired Lot 3 , southern 58 acres, that included around 30 acre temporary concrete and paper cap on 8 foot high mountain of 350,000 cubic yards of extremely toxic substances, including hazardous waste and approximately 20 acre highly contaminated with hazardous waste saltwater marsh and fresh water lagoons.
In 2003 the City and the Richmond Redevelopment Agency supported the remediation and redevelopment plan of Cherokee that intended to continue the remediation and clean- up of the site and to create a mixed –use campus( biotech park, housing, retail spaces )
During 2003 Cherokee began to redevelop the Lot 1 , remodeling the building, finishing landscaping and parking lot.
Between July and November 2004 the California Department of Toxic Substances Control made an investigation on use levels of 68 acre property , on criteria for housing on the property , on method used for the clean –up and asked for more tests on soil and groundwater across the entire site.
In February 2005, at the end of its investigation, the Department of Toxic Substances Control released the results that showed an high levels of arsenic, lead, mercury, nickel, polychlorinated biphenyls and three Volatile Organic Compounds ( That are tetrachloroethylene, trichloroethylene and vinyl chloride ) in soil and in groundwater. , included in northern Lot 1( where the redevelopment had already advanced ). .
In September 2006 the California Department of Toxic Substances Control issued a remediation order mandating the remediation of the property. Cherokee was obliged to pay for remediation a portion of the property, capping a portion of the property and monitoring and investigating the property.
In 2007 Cherokee entered into a Loan Agreement with Continental Environmental Redevelopment Financial LLC for up to $42 million, for remediation and maintenance costs of the property (Continental, known as EFG, later assigned its interest in the Loan agreement to CERF SPV I LLC) .
In November 2011 CERF, the lender, send a letter to Cherokee asserting default and seeking immediate payment of $ 51,978,507.00.
In June 2012 CERG settled a lawsuit against two Cherokee entities, Cherokee Investment Partners III Parallel Fund LP and Cherokee Investment Partners III LP ( Such entities owned Cherokee Richmond LLC that held ,at the formation, 96% eventually 100% of Cherokee Simeon Holding Company LLC )Such two entities were guarantors of the Cherokee’s obligations for the loan agreement..
On October 23, 2013 Cherokee filed its petition for Chapter 11 protection.( bankruptcy ) in Delaware Federal Court.
And in South Carolina:
SOUTH CAROLINA – CHARLESTON
PROJECT : MAGNOLIA DEVELOPMENT
COMPANIES : ASHLEY I LLC, ASHLEY II OF CHARLESTON LLC , owned by Cherokee Investment Partners LLC.
Ashley I LLC : It was formed in North Carolina on October 23,2002 ,its registered office was the Cherokee Investment Partners office’s address in Raleigh. On March 31, 2003 the North Carolina company merged in Ashley I LLC a South Carolina company.
Ashley II of Charleston : It was formed in North Carolina on December 12, 2002, its registered office was the Cherokee Investment Partners office’s address in Raleigh. On March 31, 2003 the North Carolina Company merged in Ashley II of Charleston LLC a South Carolina company.
Located on a large swath of polluted land along the Ashley Rive in the Charleston Neck Area, Magnolia was part of a long-term plan to clean up the 216 acres and develop a mini-city on the northern edge of the peninsula. The land housed fertilizer factories, a lumber –treatment plant and other heavy industrial business that left a legacy of lead, arsenic, creosote and other contaminants in the soil. As usual, Cherokee described its project as the largest redevelopment of a so-called brownfield property in South Carolina. The Magnolia master plan called for a mix up to 4,400 residential units, along with hotels, office buildings, retail shops, parks and a marina.
In November 2003 Ashley acquired 27.62 acres from Holcombe and Fair for 2.7 million., with knowledge of the contaminated soils.
In 2005 Ashley filed a CERCLA ( Comprehensive Environmental Response, Compensation, and Liability Act) most-recovery action against PCS Nitrogen, a successor in interest to a prior owner/ operator that ran the fertilizer plant from 1966 to 1972.In its complaint Ashley sought recovery of $194,000 incurred for response activities and a declaration that PCS was jointly and severally liable for the cost of remediating the site , then estimated to range from $ 8 million to $ 9 million. PCS filed CERCLA contribution claims against Ashley and numerous other prior owner/ operators , many of them in turn counterclaimed and cross-claimed against PCS. Ashley asserted , among other things, that it had no liability under CERCLA for the clean-up by virtue of its status as a BFPP that means : Bona Fide Prospective Purchaser. The Court concluded that Ashley had not proven its entitlement to the following requirements for a BFPP : 1. Ashley failed to prove that no disposal occurred after its purchase of the site, 2. Ashley did not exercise appropriate care with regard to hazardous substances . The Court evaluation of these elements was based on several factors , but the dominant one was Ashley’s decision to leave in place various concrete pads, sumps, a trench, and underground piping left over from a prior operation. Therefore the Court affirmed that Ashley was a liable party under CERCLA .
In May 2008, – well after the commencement of the above action- Ashely acquired an additional three- acre parcel from Allwaste.
In September 2010 , as described above, the Court concluded that Ashley was a liable party under CERCLA, that meant it was a liable party for the remediation of the site.
In 2013 , the mortgage on the land went into default and a new lender , Magnolia/ARC Lender bought the bank note.
In the meantime , Ashley appealed the decision of the District Court.
In April 2013 the United States Court of Appeals for the Fourth Circuit confirmed the judgement of the District Court . Ashley was a liable party for the costs of the clean- up and remediation of the site.
On February 8, 2016 both Ashley I LLC and Ashley II of Charleston LLC filed for bankruptcy.
According to the filings, their debts totaled more than $ 23 million, which much of that owed to one lender , Magnolia/ARC Lender( it had bought the bank note of the mortgage) and the land to be sold was estimated at about $ 14.1 million.
At the end of 2016, the creditors accepted the purchase offer for the land made by Magnolia/ ARC Lender. Unsecured creditors recouped 15 percent of their money.
And several in New Jersey:
MAIN PROJECTS :
MEADOWLANDS ( former landfills in Rutherford, Lyndhurst and Arlington) – Housing and Golf Course
CAMDEN – CRAMER HILL Housing, Golf course and Marina
PENNSAUKEN – PETTY’S ISLAND – Housing, Golf course and Marina
ASBURY PARK – Shorefront development
NORTH ARLINGTON – Redevelopment
ENTITIES INVOLVED IN NEW JERSEY’S PROJECTS : According to the Office Inspector General’s Report, “Cherokee registered at least 27 entities in New Jersey”.
MANAGERS OF PROJECTS : WILLIAM GAUGER , THOMAS DARDEN , ERIC WISLER
Entities related to and/or owned by Cherokee Investment Partners LLC involved in the project: NJM Capital LLC, EnCap Golf Holdings LLC, Cherokee Investment Partners II LP, Cherokee Investors III LP, Cherokee Investment Partners III LP, Cherokee Loan I LLC, Cherokee Loan II LLC, Cherokee Northeast LLC, Cherokee Investment Partners III Parallel Fund LP, NJM Loan III LLC, Cherokee Investment Partners IV LP, Cherokee Investment Partners IV Parallel Fund LP
Project : It was a 1,230 acre redevelopment site- According to EnCap’s plan the project enclosed six landfills and encompassed six golf courses, almost 3.500 homes, two resort hotels and a commercial center.
Cherokee Investment Partners ( Cherokee) managed the Meadowlands project together with EnCap Golf Holdings LLC (EnCap), whose President was William Gauger
Meadowlands project history
In 1999 EnCap was chosen by the New Jersey Meadowlands Commission( NJMC) to develop the Meadowlands Project ( a brownfield revitalization project)
In October 2000 the EnCap Golf Holdins LLC transferred its business in New Jersey
In September 2000 Cherokee Investment Partners II LP a private equity fund established a wholly-owned subsidiary NJM Capital LLC(NJM). In October 2000 NJM acquired a majority interest in EnCap, buying the shares owned by Mr Gonda.
In October 2000 the NJMC entered into a Landfill Closure and Development Agreement with EnCap
In 2001 the New Jersey’s Economic Development Authority sold 134.3 million in low-interest tax-exempt bonds to help EnCap buy the land and pay for cleanup. In the meantime EnCap put up a $99 million security bond , backed by American International Group.
During 2004 EnCap negotiated multiple forms of public funds for the Meadowlands project. EnCap received $107 million in proceeds from bonds issued by the New jersey Environmental Infrastructure Trust, $103 million in bond sale proceeds from the Bergen County Improvement Authority, and a $104 million loan from the New Jersey Department of Environmental Protection for a total of approximately $315 million in public funding. EnCap also entered into payment in lieu of taxes (PILOT) agreement with the Borough of Rutheford and the Town of Lindhurst on December 23,2004 and January 10,2005, respectively, thus providing the potential for an additional $450 million of funds. EnCap obtained Letters of Credits from Wachovia Bank to support its bond sales, in exchange for a mortgage on the property.
At the beginning of 2007 Gov. Jon Corzine requested the Inspector General’s investigation after EnCap asked for $450 million in bonds backed by future tax payment
In November 2007, because the cost of cleaning the landfills had skyrocketed, Cherokee tried to bring in Donald J Trump in the project. Mr Trump’s organization persuaded the Meadowlands Commission to grant two extension so it could create a new budget and financial plan. The EnCap project, after obtaining hundreds of millions of dollars in public money, still needed$ 125,000 to finish closing the landfill.,
In December 2007 Wachovia commenced a suit seeking to foreclose its mortgage on the property.
At the beginning of 2008 the Inspector General’s office released a 277 page report about its year-long investigation: The report accused EnCap, company controlled by Cherokee, of inflating its qualification and financial backing, in particular the Inspector General wrote that” the project was mismanaged by EnCap , a company with minimal experience in landfill closure , whose staff was at best learning on-the-job. Despite EnCap ‘s representation in its SOQ( Statement Of Qualification) to the NJMC that it had financial resources sufficient for the project , by the time it signed the Development Agreement with the NJMC, its financial profile had changed substantially. Unbeknownst to the NJCM , EnCap’s source of funding was limited to $25million that Cherokee provided, which had already been diminished by $ 6.1 million…….and obviously required substantial additional financing.”……”Since January 31, 2001 EnCap, through its counsel Eric Wisler, submitted an application to the EDA( Economic Development Authority) for a $ 134.3 million loan “. OIG ended its Report declaring : “ OIG is referring the matter to the Division of Criminal Justice in the New Jersey Attorney General’s Office for its determination of whether any action is warranted by that Office”.
In May 2008 the NJMC declared EnCap in default and set May 9, 2008 as the termination date of the Parties contractual relationship.
On May 8, 2008 EnCap and NJM filed for Chapter 11 bankruptcy protection.
In July 2009 Federal investigators subpoenaed the governor’s office for more than six years of documents records and emails related to the failed EnCap Golf and housing project
In the meantime EnCap/Cherokee ( and its subsidiaries ) received other public-backed incentives such as brownfields-development tax credits and by accepting waste material to fill in its site EnCap could benefit from the private sector For example : Cherokee was paid from the Army Corps of Engineers for accepting dredge from Newark Bay.
2. CAMDEN – CRAMER HILL
In September 2003 Cherokee created a new company called Cherokee Camden LLC in Delaware and in October 2003 transferred its business in New Jersey.
In December 2003 Cherokee was chosen as developer for the revitalization of Cramer Hill in Camden The project was a $1.2 billion plan for a 450 acres site. Based on the project proposed by Cherokee it would have included 5,000 new homes , more than 500,000 sq. ft. of retail space, a new marina, parks, trails and an 18-hole golf course .l.
It must point out that Cherokee won the projects without public bidding
In 2004 ,despite the resistance of residents ,the city approved Cherokee’s plan for Cramer Hill. Eventually the community continued to mount fierce resistance to the plan especially because 1,200 families would need to be replaced.
The project failed
3.PENNSAUKEN AND PETTY’S ISLAND
Cherokee created a new company called Cherokee Pennsauken LLC.
Cherokee proposed a $1.6 billion plan to remediate and revitalize nearly 600 acres of brownfields and former industrial sites,
In May 2004, without public meetings, open bids or proposal request Pennsauken officials announced that Cherokee has been selected as master develop for the project. The project was a part of the Pennsauken Waterfront Redevelopment Plan. The project consisted of the construction of around 3,100 new homes, as well as up to 550,000 square feet of mixed-use commercial space,500 marina slips, a hotel conference center , a 18-hole golf course.
The project included the remediation of Petty’s Island ,For nearly 100 years the island has been owned by Citgo Petroleum Corporation that operated an oil .refinery. Citgo ,after failing in selling . interest in donating the island to the state Department of Environmental Protection (DEP) in change of the environmental damages to be paid by the company..
In January 2005,despite the opinion of the environmentalists, DEP and Cherokee entered into an “unprecedented” agreement : Cherokee had to pay DEP $10mllion when Pennsauken or Cherokee acquired Petty’s island , DEP would recognize the payment as fully addressing C ITGO’s natural resource damage liability for the island, DEP would forgot CITGO’s offer to donate the property to the New Jersey Natural Lands Trust.
In order to mitigate the opposition of the environmentalists Cherokee promised that the development on Petty’s island would be contained to the industrial footprint ( 40-50% of the island), the rest would remain open space and finally hired Thomas Cullen a falconry expert to monitor the life of the eagles. In June 2005,during such an observation of the eagles, an eagle has been found died. As a consequence , based on the opinion that Cherokee was not interested in maintenance of the wildlife of the island , DEP charged Mr Cullen with harassing birds, eventually the attorney general’s office filed a civil suit against both Mr Cullen and Cherokee. Nevertheless, thanks to the influence of George E. Norcross III of Camden County ( a fax was sent to Mr Campbell, environmental commissioner) , the Natural Lands Trust did not accept the Citgo’s proposed conservation plan.
In October 2005,upon request of the Environmental Commissioner Mr Campbel, the New Jersey Department of Environmental Protection sent a letter to Pennsauken Township and an affiliate of Cherokee Investment Partners giving 30 days written notice that DEP is exercising its right to terminate its January 12, 2005 Letter Agreement on Petty’s Island. DEP Commissioner Mr. Campell gave Pennsauken Mayor Jack Killion and Cherokee Executive William H. Gauger III three reasons for terminating the agreement : 1.Subsequent to execution of the Agreement DEP initiated an enforcement action against Cherokee and its consultant, filed by the Attorney General in Superior Court on March 3, 2005 alleging violations of New Jersey’s Endangered and Nongame Species Conservation Act 2. DEP discovered a seep of oil bi bulkheads located near the edge of Petty’s Island and consequently DEP revisited its estimate of Citgo’s potential NRD liability that would have exceeded $10million.3 The agreement provided that DEP could terminate in the event that Pennsauken had failed to acquire Petty’s Island or secure a court order Declaration of Taking by May 1, 2005.
In March 2008 the Pennsauken township attorney David Luthman announced that the developer Cherokee Investment Partners would have left the entire project.
The project failed
In march 2010 Federal Authorities issued subpoenas seeking documents from the N.J. Senate Democratic Office and Pennsauken township, seeking records and communications concerning the developer( Cherokee) of two failed Camden county redevelopment projects : Camden – Cramer Hill and Pennsauken- Petty’s Island.
Both the above projects regarded the redevelopment of old boroughs,
Cherokee , as usual, created two new entities : Asbury Partners LLC and Cherokee Porete LLC.
The strategy was the same : Both the City Council of Asbury and the City Council of North Arlington voted to take the properties by eminent domain. In such a way , the redevelopment became a way to confiscate the properties , businesses by municipalities and their connected redevelopers. As a consequence of that, from 2006 to 2009 many owners have complained that the developer Asbury Partners LLC had offered them too little for their properties and for example in May 2009 a jury in Monmouth County directed Asbury Partners LLC to pay a businessman $1.5 million for a beachside restaurant the city had said was worth only $230,000.
With regard to North Arlington’s project, in May 2006 the North Arlington Property Rights Coalition filed a suit to stop the borough from using eminent domain for the project.
Since 2000 Cherokee, its affiliates companies and individuals officers contributed close to $1.5 million to the state Democratic Committee and more than $267,000 to political parties and individuals in New Jersey.
Tom Darden and EnCap counterpart William Gauger contributed $40,000 to the Democratic State Committee in April 2004 Over the next two months , Cherokee was designated as developer of the two projects ( Camden and Pennsauken) and a law was passed enabling EnCap to enter the revenue-sharing deals with Meadowlands towns.
For lobbying and public relations Cherokee involved : 1. a company, Winning Strategies, headed by Jim McQueeny, a former chief of staff to senator Frank R. Lauteberg, whose partners include Richard Gannon, a former aide to Mr Florio, Senator Lauteberg and Senator Bill Bradley and
2. Brad Brewester former executive director and counsel to the New Jersey Assembly.
In 2005 Joe Salema, former aide to Gov. Jim Florio, was hired as a consultant by Cherokee.
In the ‘90s Salema pleaded guilty to securities fraud and paid $ 350,000 to settle Sec charges. Salema have been already sentenced to six month in a half- way house and six months of home detention , 1,400 hours of community service fined $10,000 ,
A subsidiary of Cherokee paid David Luthman , Pennsauken ‘s township attorney, about $ 80,00 of
his salary. Luthman asked about it, asserted that he didn’t see a problem with being paid funds provided by a company involved in contract negotiations with the township. Luthman formerly was head of the Camden County Democratic Party.
Former state Sen Waine Bryant was accused of receiving more than 100,000 from attorney Eric Wisler to gain his support of the EnCap project. Wisler was the Encap’s Attorney for all the projects in New Jersey. Wisler’s firm entered a retainer agreement with Bryant’s firm in 2004, purportedly to cover legal work relating to the development projects and paid Bryant a total of $192,000 according to the indictment against Sen Waine Briant. But prosecutors said he never performed any legal work and the money was actually a bribe. Finally the Court acquitted Bryant in 2012 and Wisler died in 2011 before his case could be disposed.
ATTACHMENT : Inspector General’s Office Report of February 2008 (CHEROKEE NEW JERSEY Meadowlands Remediation and Redevelopment Project)
And finally in Colorado:
COLORADO – DENVER
PROJECT : GATES REDEVELOPMENT – METROPOLITAN GARDEN
COMPANIES : CHEROKEE DENVER LLC
It was formed in Delaware on April 2, 2001, transferred its business in Colorado on October 19,2001. At the date of application for its formation in Colorado, as registered principal address was declared the Cherokee Partners Inc office’s address in Raleigh.
Located on the former Gates Rubber factory site in Denver, the property lied at the intersection of three light-rail lines and a major bus station, so that based on the Cherokee Denver’s $1 billion plan it should have been the most important Transit-Oriented Development (TOD) in the region A TOD is a dense development centered around a mass-transit hub, with a mix of residential, retail and work space. Since 1911 the land have housed the Gates Rubber factory where tires, hoses and fan belts have been produced till 1995 when the Gates Rubber Factory closed. These procedure required the use of many hazardous and non-hazardous materials, including “latex, paraffinic process oils, plasticing compounds, chlorinated and non-chlorinated solvent cleaning solutions ,formaldehyde, toluene, lead and chromium” according to health department files.
In December 2001 Cherokee Denver acquired 50 acres of the entire 85-acre site from Gates. It paid $26.5 million for the property. The deal indemnified Gates from any future responsibility for the significant soil contamination caused by eight decades of industrial use as well as for the buildings it left behind on the site. Eventually, in 2005 Gates sold the remaining 35 acres to the Lionstone Group.
In 2003 the Denver City Council approved Urban Renewal Area for the project and granted a special “Transit Mixed –Use Zoning”. Cherokee functioned ,as always, as the master developer of the project.
To finance the project , including necessary remediation work and the installation of the infrastructure Cherokee was granted $126 million in tax-increment financing subsidies by the City: the Denver Urban Renewal Authority issued bonds that it would repay from sales and property taxes generated by the development in future years.
In the meantime Cherokee Denver also received $2 million in loans through the Colorado Housing and Finance Authority.
Despite the $1 billion plan , Cherokee couldn’t finance the project, therefore the project never left the drawing board .
In September 2007, a Metropolitan State College of Denver student, 23-year-old, John Polzin, during an urban exploration of the massive, abandoned industrial complex , fell thirty feet into an open elevator shaft. He left paralyze with serious injuries leading to his death a month later.
According to some witnesses, several gates around the abandoned property were either unlocked or left open, without any care of the hazardous materials and of the abandoned buildings.
Because Cherokee Denver asserted that Polzin’s status as a trespasser absolved the company from liability in his accident, Cherokee Denver and Polzin family did not reach a settlement about the amount of the damages, Polzin family sued Cherokee Denver and its contractor Misers Asbestos Removal and alpine demolition. According to the court filings Polzin family sought more than $100,000 plus punitive damages , which could reach into the millions.
In September 2009,because Cherokee Denver’s project failed, Cherokee Denver sold back the property to Gates Rubber Co.