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HomeMy WebLinkAbout1-L McCombsIn Re: Leslie McCombs, Respondent File Docket: X -ref: Date Decided: Date Mailed: Before: Louis W. Fryman, Chair John J. Bolger, Vice Chair Donald M. McCurdy Nicholas A. Colafella Mark Volk 07 -001 L Order No. 1 -L 7/22/09 8/4/09 This is a final adjudication of the State Ethics Commission. Procedurally, the Investigative Division of the State Ethics Commission conducted an investigation regarding possible violation(s) of Pennsylvania's lobbying disclosure law ( "Lobbying Disclosure Law "), 65 Pa.C.S. § 13A01 et seq., by the above -named Respondent. At the commencement of its investigation, the Investigative Division served upon Respondent written notice of the specific allegations. Upon completion of its investigation, the Investigative Division issued and served upon Respondent a Findings Report identified as an "Investigative Complaint." An Answer was filed and a hearing was requested by the Investigative Division. A Stipulation of Findings and a Consent Agreement waiving an evidentiary hearing were subsequently submitted by the parties to the Commission for consideration. The Stipulated Findings are set forth as the Findings in this Order. The Consent Agreement has been approved. This adjudication of the State Ethics Commission is issued under the Lobbying Disclosure Law and will be made available as a public document thirty days after the mailing date noted above. However, reconsideration may be requested. Any reconsideration request must be received at this Commission within thirty days of the mailing date and must include a detailed explanation of the reasons as to why reconsideration should be granted in conformity with 51 Pa. Code § 21.29(b). A request for reconsideration will not affect the finality of this adjudication but will defer its public release pending action on the request by the Commission. The files in this case will remain confidential in accordance with the Lobbying Disclosure Law. McCombs, 07 -001 L Page 2 I. ALLEGATIONS: That Leslie McCombs, in her capacity as a lobbyist, violated Section 13A01 et seq. of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A01 et seq., when she failed to register as a lobbyist for Lionsgate, a California production company, and subsequently engaged in lobbyist activities before the Pennsylvania General Assembly and /or the Pennsylvania Governor's Office on behalf of Lionsgate; and when she filed a deficient Lobbyist registration form for the University of Pittsburgh Medical Center. II. FINDINGS: 1. Leslie Merrill McCombs has been employed by the University of Pittsburgh Medical Center (UPMC) since March 7, 2005. a. McCombs held the position of Director of Public Relations for UPMC Health Plan from March 7, 2005, until approximately May 2006. b. McCombs has held the position of Senior Consultant with the Government Relations Department of UPMC [from] approximately May 2006 through the present. 2. In 2007, while in the position of Senior Consultant, McCombs began serving as a lobbyist for UPMC. a. McCombs' compensation as a lobbyist for UPMC for the year 2007 exceeded $2,500.00 by January 26, 2007. 3. As a lobbyist for UPMC in 2007, McCombs was required to register with the Division of Lobbying Disclosure of the Pennsylvania Department of State pursuant to the requirements of the Lobbying Disclosure Law. 4. McCombs filed a Lobbyist Registration Statement as a lobbyist for UPMC on January 8, 2007. a. The registration confirmed McCombs lobbying on behalf of UPMC effective January 2, 2007. b. McCombs was assigned Registration No. L00513. 5. McCombs listed the principal(s) she represented on the Lobbyist Registration Statement filed on January 8, 2007, as follows: a. University of Pittsburgh Medical Center 200 Lothrop Street Forbes Tower Ste. 10013 Pittsburgh, PA 15213 1. McCombs did not list a daytime telephone number for UPMC on her registration statement. 2. This deficiency resulted in the Division of Lobbying [Disclosure] deeming the filing as incomplete. 3. Staff of the Division of Lobbying [Disclosure] attempted to have the issue corrected, but McCombs did not reply to contacts made by that department. 6. Dawn Keezer serves as the Director of the Pittsburgh Film Office (PFO). McCombs, 07 -001 L Page 3 a. The Pittsburgh Film Office is a 501 (c)(3) non - profit corporation that provides support to a 10 county area of Southwestern Pennsylvania in helping to facilitate film, television, and video productions. b. Keezer is the main point of contact for the PFO in dealing with the film industry. c. Keezer as the Director is responsible for attracting film companies to produce movies and television series in the Pittsburgh region. 7 In or around the summer of 2006 Keezer contacted Mark Manuel of Lions Gate Entertainment Corp. (Lionsgate) regarding the potential of Lionsgate filming projects in the Pittsburgh region. a. Manuel serves as Executive Vice - President for Structured Finance with Lionsgate. 8. Lionsgate, a Canadian entertainment company, was founded in Vancouver, British Colombia, and is now headquartered in Santa Monica, California. a. Lionsgate produces motion pictures, television programming, home video, family entertainment, video -on- demand, and digital distribution. 9. During discussions Keezer had with Manuel about filming projects in Pittsburgh, a film tax credit in Pennsylvania similar to a tax credit program in the state of New Mexico was discussed. a. In 2006 the State of New Mexico passed a 25% tax rebate on all direct production expenses for feature films, television, regional and national commercials, documentaries, video games and post production. 1. There was no minimum spending requirement, no cap and no sunset clause. b. Manuel informed Keezer that if Pennsylvania had a similar program, the state would become more desirable to the film industry. 10. Manuel met with Keezer in Pittsburgh during the summer of 2006 to determine if a meeting could be arranged with Governor Edward Rendell to discuss a film tax credit. a. Manuel was interested in filming both a television series and a major motion picture in the Pittsburgh area, but wanted tax credits similar to those being offered by New Mexico. 11. In order to expedite a meeting with Governor Rendell, Keezer contacted Leslie McCombs to obtain assistance in arranging a meeting with Governor Rendell. a. Keezer requested the assistance of McCombs because of McCombs' friendship with Governor Rendell. b. Keezer and McCombs were friends, and as a result of that friendship, Keezer became aware that McCombs was a friend of Governor Rendell and had his personal cellular telephone number. c. Keezer introduced McCombs to Manuel during a Manuel visit to Pittsburgh. McCombs, 07 -001 L Page 4 12. In or around October 2006, McCombs helped to arrange a meeting with Governor Rendell which included McCombs, Dawn Keezer, Mark Manuel, and Sharon Pinkenson, Executive Director of the Philadelphia Film Office. a. The meeting occurred in Philadelphia. b. The discussion at the meeting included the grant fund program to support film and television production activities in Pennsylvania and a film tax credit. 13. On October 19, 2006, a press conference was held in Pittsburgh, Pennsylvania, announcing the launch of the Lionsgate partnership in Pittsburgh; amongst those in attendance were: McCombs, Keezer, Pinkenson, Manuel, Jane Saul, Director of the Pennsylvania Film Office, Allegheny County Chief Executive Dan Onorato and Pittsburgh Mayor Luke Ravenstahl. a. Keezer personally thanked McCombs for her assistance in developing the partnership. 14. In October 2006, following the meeting with Governor Rendell, Lionsgate decided to film an eight part mini - series in the Pittsburgh area titled, "Kill Pit." 15. On October 10, 2006, Governor Rendell sent a letter to Mark Manuel regarding Lionsgate Productions in Pittsburgh and noted the following: a. If re- elected, the Governor would propose increasing the film grant program during budget negotiations from $10 million to $20 million. b. If Governor Rendell was successful in increasing the film grant program, he was committing up to $3.5 million to support Lionsgate production activities in the City of Pittsburgh. c. Governor Rendell offered a grant to Lionsgate in the amount of $100,000 to help defray costs of production. 16. Subsequently on November 28, 2006, J. Mickey Rowley, Deputy Secretary for the Department of Community and Economic Development (DCED) advised Mark Manuel by letter of funding that would be provided through the Pennsylvania Film Production Grant Initiative. a. Rowley advised Manuel that his application dated September 7, 2006, for Creativity in Focus Grant had been preliminarily approved for $437,186, which represented 20% of their projected production expenses in Pennsylvania for the first episode. 1. The grant was for the television series Kill Pit. 17. McCombs continued to assist Lionsgate throughout the remainder of 2006 and into 2007. a. McCombs assisted Lionsgate in securing filming locations in Pittsburgh and with street closings when filming for Kill Pit began. b. McCombs also assisted Lionsgate in obtaining state funding for Kill Pit, which was the subject of the Rowley letter dated November 28, 2006. 1. In an e-mail dated February 15, 2007, to UPMC CEO Jeffrey Romoff, McCombs, 07 -001 L Page 5 McCombs advised in part: ... I've already assisted them (Lionsgate) with obtaining state funding which has enabled them to produce Pittsburgh's first television services, Kill Pit, which will begins [sic] shooting on March 21. c. McCombs also met with and discussed with Manuel strategies to obtain a film tax credit from the Commonwealth. 18. On January 12, 2007, Mark Manuel sent an e-mail to McCombs, Dawn Keezer and John Valentine, a Production Finance Analyst with Lionsgate, concerning his agenda for a proposed Pittsburgh visit. a. Manuel was to be in Pittsburgh February 5, 2007, through February 7, 2007, and would be traveling with John Valentine. b. Manuel's agenda as outlined in the e -mail included the following: 1. Check on production. 2. Follow -up meetings on the approach to a film fund as he was going to invite Mickey Rowley of DCED. 3. Work with Leslie and Dawn on drafting the parameters of the Pennsylvania /New Mexico treaty. 4. Work with McCombs and Keezer on assisting with the language on the legislation for the new film tax credit. 19. Manuel's January 12, 2007, e-mail also included the following regarding McCombs lobbying the Governor on behalf of Lionsgate for the film tax credit: Leslie, I know Gary is going to see the Governor before this date, if it is OK with you we would rather have you and Dawn present the details of treaty and the overall scope of the Lionsgate biz in Penn to the Governor (after we have a chance to sit down and discuss these things with both of you on the next trip). The treaty is a corporate initiative I am working on with our Vice - Chairman directly with Bill Richardson of which Gary is not that involved with (as Gary is strictly a TV exec). I have full confidence you will relay to the Governor the right message after we download it to you. 20. On January 12, 2007, a Certificate of Organization was filed with the Corporation Bureau with the Pennsylvania Department of State on behalf of McCombs for LHLT, LLC, a limited liability company. a. The limited liability company was established for Leslie McCombs by the law firm Eckert, Seamans, Cherin & Mellott, LLC. b. McCombs was listed as the President of the LLC. c. The address for LHLT, LLC was identified as [an address used by] Leslie McCombs. d. McCombs used LHLT, LLC as the entity for Lobbying activities on behalf of Lionsgate. McCombs, 07 -001 L Page 6 21. On January 19, 2007, McCombs sent an e-mail to Jeffrey Romoff, President and CEO of UPMC and carbon copies to various officials of UPMC including Robert Cindrich, Chief Counsel regarding the Lionsgate TV series and to confirm that she helped Lionsgate with some state funding and other issues. 22. Manuel sent e-mails to McCombs on January 23, 2007, and again on January 25, 2007, regarding efforts to secure a film tax credit in Pennsylvania. a. On January 23, 2007, Manuel sent an e-mail to McCombs and Keezer attaching the New Mexico legislation for that state's film tax credit program. 1. The purpose of Manuel forwarding the New Mexico legislation to McCombs was to assist McCombs in advancing that tax credit in Pennsylvania. b. On January 25, 2007, Manuel sent an e-mail to McCombs and Keezer with suggestions that should be made to Governor Rendell on the proposed film tax credits for Pennsylvania including: 1. A 30% transferable credit. 2. No Cap as you cannot implement a cap with a transferable tax credit. 3. Suggested putting a sunset provision of 3 years to make sure this works for both the State and film companies. 4. If the new legislation was deemed to be attractive, Lionsgate would be happy to join press releases with Governor Rendell and affirming the attractiveness of the new program and their desire to produce in Pennsylvania over the long term. 23. On January 25, 2007, McCombs sent an e-mail to Manuel and Keezer advising that McCombs was giving the information regarding the film tax credits to Governor Rendell on that date. a. As of this date McCombs had already registered as a Lobbyist for UPMC and had been compensated in excess of $2,500.00 by UPMC. 24. By February 2, 2007, Lionsgate established a corporation in Pennsylvania for purposes of filming the TV Series "Kill Pit." a. Articles of Incorporation were established under the name Kill Pit Productions on February 2, 2007. 25. Between February 5 and 7 of 2007, McCombs had meetings along with Keezer, Manuel and Valentine of Lionsgate regarding the film tax credit. 26. By February 14, 2007, Manuel and McCombs had more discussions finalizing McCombs' role as a lobbyist on behalf of Lionsgate. On February 14, 2007, Manuel directed an e-mail to McCombs which included the following: First off, I will try and send you the legislative proposal today for the new PA entertainment tax credit. Have you heard whether or not you can be hired as a "supervisory lobbyist" by Lionsgate? McCombs, 07 -001 L Page 7 For the 27 I hope I am going to see you in PhiIly, I definitely want to be at the premiere. Seats are scarce so I need everyone's names down. So far I have you (plus 1), Dennis (plus 1) and the Governor (plus 4). Is there anyone else I absolutely need to have on the list? I was not sure if Dawn was going to be in Philly. a. The term "supervisory lobbyist" was used by Manuel and McCombs to describe McCombs' role as a lobbyist for Lionsgate. 27. McCombs sought authorization from UPMC CEO and President Jeffrey Romoff to serve as a Lobbyist for Lionsgate in an e-mail dated February 15, 2007, which included the following: As per our conversation, an opportunity has arisen with Lionsgate, the largest independent producer and distributor of motion pictures and television in the country. As I mentioned to you I've already assisted them with obtaining state funding, which has enabled them to produce Pittsburgh's first television series, Kill Pit, which will begin shooting on March 21. (UPMC signs will be prominently featured throughout the series.) By the way, this will economically impact the city with approximately 100 -150 million. I've also assisted them with locations, negotiating contracts, introducing them to Dan and Luke, setting up bank account, etc... just with a few phone calls and a Pitt basketball game... (nights and weekends only.) There are some additional changes to be made with the PA entertainment tax credits, in order for them to be able to call Pennsylvania home for many other projects, much larger than Kill Pit. They have offered me a full time job, in which I am not interested. They have also asked me to be their lobbyist, and of course I told them that I wouldn't have time to do that. And since they've insisted on compensating me for the work I've done thus far, and they know that I can probably get the legislation changed without too much effort, they would like to pay me to be a "supervisory lobbyist." They would hire someone else in Harrisburg, and I would be available to this person in a very minimal supervisory role. I would be able to do this on my own time, as I have done thus far, and there would be no conflicts with UPMC. I will await your advice. 28. On February 15, 2007, Romoff sent McCombs an e-mail advising McCombs that after conferring with legal counsel, it was Romoff's belief that it would not be a conflict. 29. On February 15, 2007, McCombs sent Manuel an e-mail advising him that it was permissible for McCombs to accept the lobbyist supervisor position. a. McCombs also informed Manuel that she was meeting with the Governor at 2:00 p.m. to confirm the 27 . 1. On February 27, 2007, the movie "Pride" premiered in Philadelphia where various officials from Lionsgate, including Mark Manuel, were present along with Pennsylvania officials, including Governor McCombs, 07 -001 L Page 8 Rendell, and McCombs. 30. On March 1, 2007, Mark Manuel sent an e-mail to McCombs that included attachments of a draft lobbying contract between McCombs and Lionsgate, and attachments outlining legislative objectives Lionsgate wanted to pursue in Pennsylvania. 31. The Memorandum of Agreement dated March 1, 2007, between Leslie McCombs, LHLT, LLC and Mark Manuel, Lionsgate contained the following language: This Agreement is between Leslie Merrill McCombs (LHLT, LLC) and Lionsgate Entertainment (Client). Ms. McCombs will lobby legislation for Client from March 1, 2007 through February 29, 2008 at the Pennsylvania Legislature on matters pertaining to the motion picture industry, taxes and other matters. Ms. McCombs will be paid [for her lobbying services] plus reasonable out pocket [sic] expenses, pre- approved by Lionsgate, for all services rendered for Client as result of this agreement. Payments are to be paid as follows: 2 equal payments . payable in March and April 2007. Reimbursed expenses will paid [sic] monthly as billed for the term of this contract. A bonus of Ten Thousand Dollars ($10,000) will also be paid upon successful passage of legislation, which will be agreed upon. This Agreement incorporates all agreements and understandings between parties. 32. The Memorandum Agreement was later amended to delete the $10,000.00 bonus clause. a. Contingent compensation is prohibited under Section 13A07(e) of the Lobbying Disclosure Law. b. No bonus was paid to McCombs. 33. In the e -mail Manuel sent to McCombs on March 1, 2007, Manuel included the Pennsylvania Legislative Initiatives Filmed Entertainment Objectives. 1) To change the current grant program, with a cap of $10MM, to a Transferable Tax Credit program with either: a) a cap of $50MM b) No cap 2) The transferable Tax Credit program will have the same definition of qualifying expenses as the current Grant program. However, we would propose that the credit rate be increased to 25% of qualified expenditures, as opposed to the current rate of 20 %. "Approved qualified film production expense." A qualified film production that (i) has been incurred prior to the effective date or shall be incurred by the production company during the Contract Activity period; and (ii) is set forth in an itemized list of such expenses submitted to an [sic] approved by the Department and set forth in Appendix A hereto and incorporated by reference herein. "Pennsylvania production expense." A production expense incurred in this McCombs, 07 -001 L Page 9 Commonwealth. The term included only wages and salaries on which the taxes imposed by Article III or IV of the Tax Reform Code of 1971, as amended will be paid or accrued. "Production expense." An expense incurred in the production of a film. The term includes the aggregate amount of wages and salaries of individuals each of whom received Tess than $1,000,000 exclusive of fringe benefits and per diems, and are employed in the production of the film; the costs of construction, operations, editing, photography, sound synchronization, lighting, wardrobe and accessories; and the cost of rental facilities and equipment. The term does not include expenses incurred in purchasing story rights, music rights, developing costs, marketing or advertising a film. 3) The per project cap of tax credits should be $10MM. [T]his cap applies to the amount of tax credit a project can receive, not the cost base the tax credit will be estimated on. 4) TV series should be defined separately from feature films. A Project in TV should be defined as one season of a series. A season is defined as a group of episodes produced continuously. 5) To ease the fear that Pennsylvania legislators may have draining the resources of the Commonwealth, we propose putting a sunset provision on this Transferable Tax Credit Program of 3 years. This will give the Commonwealth ample opportunity to gauge the financial success of the program, while capping the downside with a near term potential exit strategy. 6) There should be no limit on the number of transfers on these tax credits. In other words, production companies should be able to sell these credits to financing agents, and not be limited to dealing solely with end users. 7) An extra 5% tax credit should be applied on all of the labor associated with Trainees. Trainees will be defined as someone with less than a specified amount of hourly work experience. This extra credit is designed to build up the crew base of Pennsylvania. 34. On March 5, 2007, McCombs sent Manuel an e-mail informing him that she had received and reviewed the lobbying contract. a. McCombs requested that Manuel sign the contract and fax the contract back to McCombs. b. McCombs used the name of her limited liability company LHLT, LLC in the correspondence McCombs had with Manuel regarding the lobbying contract. c. McCombs also inquired if Manuel was "still planning on hiring another lobbyist." 35. McCombs and Manuel both executed the final form of the Memorandum of Agreement, which was effective March 1, 2007. 36. On or around March 26, 2007, Governor Rendell discussed with McCombs arranging a meeting with legislators and representatives from the film industry to discuss the film tax credit in Harrisburg on April 17, 2007. a. McCombs confirmed the meeting and her conversation with Governor Rendell in a March 26, 2007, e-mail to Mark Manuel and Dawn Keezer. McCombs, 07 -001 L Page 10 37. Between March 26, 2007, and April 15, 2007, McCombs coordinated with Manuel and the Governor's Office via e-mail, a meeting with the Governor and legislative leaders scheduled for April 17, 2007. 38. On April 17, 2007, a Meeting /Luncheon was held at the Governor's Residence in Harrisburg to discuss the Film Tax Credit Legislation. Attendees at this meeting included Governor Rendell, McCombs, and representatives of the film and television industry, including representatives of Lionsgate. a. McCombs attended the Meeting /Luncheon in her capacity as a lobbyist for Lionsgate. b. McCombs discussed the film tax credit legislation with legislators and legislative staff. c. Mark Manuel spoke at the meeting on the benefits the film tax credit legislation could bring to the Commonwealth of Pennsylvania. 39. On or around June 11 and 12, 2007, McCombs, Keezer, Pinkenson, Manuel, and other Lionsgate lobbyists, met with various legislators and legislative staff to discuss the film tax credit. 40. On June 14, 2007, McCombs sent an e-mail to Manuel, Pinkenson, Nora Winkelman from the Office of the Chief Counsel for Governor Rendell, Keezer, Nicole Shiner, and other Lionsgate lobbyists, which noted the following: I spoke with the Gov and he said everyone should do absolutely nothing regarding the language in the legislation. It's critical that the Republicans feel that they've won something in the end, so we'll let them come up with the suggested change of a transferable credit rather than a refundable credit. Please don't say a word to anyone about this. Thanks. 41. In 2007 various pieces of legislation were introduced in both the Pennsylvania House and Senate in relation to film tax incentives. a. Representative Michael Sturla was the prime Sponsor of House Bill 1528 introduced in the Pennsylvania House on June 19, 2007, that was referred to as the Film Tax Credit Bill. 1. The bill would have increased State Film Grant Program from $10 Million to $15 Million. 2. On or around June 25, 2007, the Film Tax Credit Bill was referred back to the House Appropriations Committee due to the number of unrelated amendments being added to the bill. b. State Senator James Ferlo introduced legislation similar to the Sturla bill (H.B. 1528) under Senate Bill 1008 on June 26, 2007, increasing the Grant Program for the film and television industry from $10 million to $15 million. 1. The bill would have provided a 25% tax credit to filmmakers with a budget of over $2 Million. 42. Senate Bill 97 was introduced by State Senator Donald White on February 15, 2007, and later became the film tax credit bill. McCombs, 07 -001 L Page 11 a. Senate Bill 97 was amended by Senator Gibson Armstrong on June 25, 2007, July 3, 2007, and July 7, 2007. b. The Senate Bill was a $75 Million Film Tax Credit Program requiring 60% of the expenditures to be made in state. 43. McCombs participated in lobbying the sponsors of these pieces of legislation between June and July 2007. a. McCombs, Manuel, Pinkenson and other Lionsgate lobbyists, met with Representative Sturla on or around June 11, 2007, while lobbying legislators for the film tax credit legislation. b. On or around July 1, 2007, McCombs participated in a meeting by way of a telephone conference call with Governor Rendell, Greg Fajt, Governor Rendell's Chief of Staff, State Senator Gibson Armstrong, Chairman of the Senate Appropriations Committee, and Chris Latta, Senator Armstrong's Chief of Staff. Mark... L 1. McCombs' participation in the meeting was arranged by a telephone call placed to her by Governor Rendell. 2. The purpose of the meeting was to discuss the legislation regarding the film tax credit, particularly Senate Bill 97 as amended by Senator Armstrong. 44. McCombs, Manuel, Keezer, Pinkenson, and other Lionsgate lobbyists exchanged numerous e -mails from July 1, 2007, through July 17, 2007, on how Senate Bill 97, the film tax credit legislation, was progressing along during the budget negotiations of 2007. a. McCombs' actions also included telephone [communication] with Governor Rendell. 45. On July 15, 2007, McCombs forwarded an e-mail to Manuel on the status of the film tax legislation as follows: Its over... transferable with 15m salary cap. Dawn and the Gov have some great ideas for selling the tax credits, and with Dennis Yablonsky's help, we may be just as good as if it were refundable. Plus, with the Visa program, you'll be in good shape we think. It's not perfect, but the Gov guaranteed that Lionsgate will be taken care of. 46. Senate Bill 97 was approved in the House of Representatives on July 17, 2007, and in the Senate on July 19, 2007. a. The bill was presented to Governor Rendell on July 19, 2007, and signed into law by Governor Rendell on July 25, 2007, as Act 55 of 2007. b. Act 55 of 2007 became known as the Film Production Tax Credit. 1. Effective July 1, 2007, Pennsylvania provided a 25% film production McCombs, 07 -001 L Page 12 tax credit for film production expenses incurred in the Commonwealth of Pennsylvania. 2. The credit was a transferable credit and it was available for feature films, TV shows and series, and commercials intended for a national audience. 3. To qualify for the tax credit, 60% of the total production expenses had to [be incurred] in Pennsylvania and no more than $75 million per year could be awarded. 47. Leslie McCombs was compensated as a lobbyist by Lionsgate for her services in relation to lobbying the Governor, the Governor's staff and the members and staff of the Pennsylvania General Assembly for the passage of a film tax credit. 48. Lionsgate compensated McCombs for lobbying services rendered on [its] behalf. a. McCombs' compensation for services rendered to Lionsgate was in excess of the threshold reporting amount of $2,500.00. 49. Leslie Merrill McCombs maintains a Money Market Account with PNC Bank in association with LHLT, LLC. a. The account at PNC bank was documented as a Business Premium Money Market Account. 1. The account was opened on March 23, 2007, and Leslie Merrill McCombs was listed as the Authorized Signature. 50. The payments McCombs received from Lionsgate for the lobbying work and the expenses McCombs incurred while lobbying for Lionsgate were deposited into the Business Premium Money Market Account at PNC bank. 51. Leslie McCombs utilized tickets to sporting events purchased by UPMC Health Plan to entertain Lionsgate and Commonwealth of Pennsylvania Officials. a. The tickets were available to employees of UPMC Health Plan to entertain individuals in the performance of their duties. 52. The UPMC Health Plan purchased season tickets in 2007 for the Pittsburgh Pirates Baseball Team totaling $61,440.00* which included the price of the tickets, seat license, and parking. ML . Description Unit Price Total a. 2 Share Plan 1 and 3 18 K 1 -4 $ 8,800.00 $17,600.00 b. 2 Share Plan 2 and 4 17 G 3 -6 $10,800.00 $21,600.00 c. 4 Opening day Tickets 19 H 1 -4 $ 135.00 $ 540.00 d. 1 Seat License $20,000.00 $20,000.00 e. 1 Red Lot 6 Parking $ 1,500.00 $ 1,500.00 Subtotal $61,440.00* *[sic]. [There is a minor error in the calculation that does not affect the outcome of this case.] 53. McCombs periodically used UPMC Health Plan tickets to entertain either DATE TEAM REQUESTED USED BY BUSINESS BY NAME /COMPANY PURPOSE 4/28/07 Cincinnati Reds Leslie McCombs Leslie McCombs Todd Harthan /Kill Point Bill Hill /Kill Point Tim Iacofano /Kill Point Other 5/2/07 Chicago Cubs Leslie McCombs Leslie McCombs Kevin Kinross /Governor's Rep for SWPA Kinross guest Kinross guest Other 5/18/07 Arizona Diamondbacks Leslie McCombs John Paul Jones /Department Government Services Other 5/29/07 San Diego Padres Leslie McCombs Nora Dowd Eisenhower /Secretary of Aging Tom Snedden /Executive Director, PACE + 3 staffers Other 6/4/07 Los Angeles Dodgers Leslie McCombs Lionsgate Other 6/12/07 Texas Rangers Leslie McCombs Lionsgate Other 6/14/07 Texas Rangers Leslie McCombs Lionsgate Other 6/15/07 Chicago White Sox Leslie McCombs Governor Rendell, Judge Rendell, Mr. Romoff, and Stefania Romoff Other 6/16/07 Chicago White Sox Leslie McCombs Governor Rendell, Judge Rendell, Jessie Rendell Other 6/17/07 Chicago White Sox Leslie McCombs Governor + 4 guests Other 6/30/07 Washington Nationals Leslie McCombs Tim Iacofano /Kill Point Producer /Director Other 7/3/07 Milwaukee Brewers Leslie McCombs Tom Sneddon /PACE Other 7/17/07 Colorado Rockies Leslie McCombs Governor Rendell, Doug Romoff, Louis LaRose Other 7/22/07 Houston Astros Leslie McCombs Chuck Ardo /Governor Rendell Press Secretary Other 8/4/07 Cincinnati Reds Leslie McCombs Katy Gresch /Governor Rendell's correspondence office Other 8/14/07 New York Mets Leslie McCombs Gov. Rendell, Rendell Guest, Dr. Larry Wechsler, Leslie Other McCombs, 07 -001 L Page 13 Commonwealth of Pennsylvania Officials including Governor Rendell or Lionsgate Officials as follows: McCombs, 07 -001 L Page 14 54. McCombs entertained Governor Rendell, State Officials, and Lionsgate Officials with the baseball tickets while lobbying the Pennsylvania Governor's Office for Lionsgate when discussions were taking place regarding the film tax credit legislation. a. Governor Rendell attended five Pittsburgh Pirate Baseball games as a guest of McCombs using tickets paid for by the UPMC Health Plan. 55. Governor Rendell subsequently reimbursed McCombs for the costs of the tickets for the games that the Governor attended. a. On September 18, 2007, Governor Rendell made a payment to McCombs in the amount of $245 and on November 11, 2007, another payment was made in the amount of $715. 1. McCombs subsequently returned the money to the UPMC Health Plan. 56. McCombs filed a Lobbyist Registration Statement with the Pennsylvania Department of State dated August 29, 2007, which identified Lionsgate as a Principal that she represented. a. McCombs reported that her lobbying for Lionsgate commenced on June 11, 2007. 57. McCombs had been providing lobbyist services on behalf of Lionsgate as early as January 25, 2007. a. McCombs provided tax credit language and information to Governor Rendell on or about January 25, 2007. b. McCombs received approval from UPMC by February 15, 2007, to act as a compensated Lobbyist for Lionsgate. c. The executed contract with Lionsgate was dated March 1, 2007. d. McCombs received payments from Lionsgate on April 19, 2007, and April 27, 2007, for lobbying services performed during March 2007 and April 2007. 58. On September 5, 2007, Mark Manuel filed an online Principal Registration Statement for Lionsgate with the Division of Lobbying Disclosure for the Pennsylvania Department of State. a. The registration number assigned to Lionsgate was P05761. b. Leslie McCombs, amongst others, were identified as lobbyists lobbying on behalf of Lionsgate. c. Manuel reported that McCombs' affiliated start date with Lionsgate was March 1, 2007, and an affiliated end date was July 15, 2007. McCombs 8/16/07 New York Mets Leslie McCombs Kevin Kinross /Governor Rendell's Office Other 8/28/07 Cincinnati Reds Leslie McCombs Mark Manuel /Lionsgate Other McCombs, 07 -001 L Page 14 54. McCombs entertained Governor Rendell, State Officials, and Lionsgate Officials with the baseball tickets while lobbying the Pennsylvania Governor's Office for Lionsgate when discussions were taking place regarding the film tax credit legislation. a. Governor Rendell attended five Pittsburgh Pirate Baseball games as a guest of McCombs using tickets paid for by the UPMC Health Plan. 55. Governor Rendell subsequently reimbursed McCombs for the costs of the tickets for the games that the Governor attended. a. On September 18, 2007, Governor Rendell made a payment to McCombs in the amount of $245 and on November 11, 2007, another payment was made in the amount of $715. 1. McCombs subsequently returned the money to the UPMC Health Plan. 56. McCombs filed a Lobbyist Registration Statement with the Pennsylvania Department of State dated August 29, 2007, which identified Lionsgate as a Principal that she represented. a. McCombs reported that her lobbying for Lionsgate commenced on June 11, 2007. 57. McCombs had been providing lobbyist services on behalf of Lionsgate as early as January 25, 2007. a. McCombs provided tax credit language and information to Governor Rendell on or about January 25, 2007. b. McCombs received approval from UPMC by February 15, 2007, to act as a compensated Lobbyist for Lionsgate. c. The executed contract with Lionsgate was dated March 1, 2007. d. McCombs received payments from Lionsgate on April 19, 2007, and April 27, 2007, for lobbying services performed during March 2007 and April 2007. 58. On September 5, 2007, Mark Manuel filed an online Principal Registration Statement for Lionsgate with the Division of Lobbying Disclosure for the Pennsylvania Department of State. a. The registration number assigned to Lionsgate was P05761. b. Leslie McCombs, amongst others, were identified as lobbyists lobbying on behalf of Lionsgate. c. Manuel reported that McCombs' affiliated start date with Lionsgate was March 1, 2007, and an affiliated end date was July 15, 2007. McCombs, 07 -001 L Page 15 59. On September 11, 2007, Jessica Myers, Chief of Campaign Finance and Lobbying Disclosure, Pennsylvania Department of State forwarded correspondence to McCombs regarding lobbyist registration forms filed by McCombs. a. A Lobbyist Registration Statement for McCombs was received in her office on January 11, 2007, but was not processed due to the phone number of McCombs' principal, UPMC missing from the form. McCombs' original registration, L00513 was rejected until the phone number was entered into the system. b. On September 4, 2007, the Division of Lobbying Disclosure received another Lobbyist Registration Statement from McCombs, and McCombs was assigned a new registration number (L05751) with a date lobbying commencing [sic] on June 11, 2007, but this was subsequently changed as it was treated as an amendment to L00513 and L05751 was terminated effective September 11, 2007. c. McCombs' registration check in the amount of $100 was returned. d. McCombs' original fee was received and processed and McCombs was to include registration number L00513 on all correspondence, reports or registration amendments. 60. On September 18, 2007, Mark Manuel filed Lobbying Disclosure Quarterly Expense Reports for Lionsgate that included the first three quarters of 2007. a. The lobbyists identified as lobbying for Lionsgate were Leslie McCombs and an additional lobbying firm. b. The only quarter of 2007 that Lionsgate identified expenses for [its] lobbyists was for the quarter of April -June and the costs amounted to $31,130.22. 61. On or around October 1, 2007, McCombs filed an Amended Lobbyist Registration Statement with the Division of Lobbying Disclosure. a. McCombs noted on the Amended Lobbyist Statement that McCombs was amending the date lobbying commenced for Lionsgate to March 1, 2007. b. A handwritten entry on the Amended Statement stated that out of abundance of caution, I am amending the date of commencement of lobbying." 62. On or around November 28, 2007, McCombs filed an online Lobbyist Registration Statement identifying the Principals McCombs represented as UPMC and Lionsgate. a. The affiliated start date McCombs listed on the registration statement for Lionsgate was March 1, 2007. 63. McCombs did not amend her individual Lobbyist Registration Statement when she began to lobby for Lionsgate. a. McCombs performed lobbyist activities on behalf of Lionsgate as early as January 25, 2007, by providing Governor Rendell with proposed language for a tax credit bill. McCombs, 07 -001 L Page 16 1 McCombs had an understanding with Lionsgate as of February 15, 2007, that she would act as the lobbyist for Lionsgate in relation to the tax credit issue. 2. McCombs' understanding was formalized by way of a contract with Lionsgate dated March 1, 2007. 3. The first compensation payment received by McCombs from Lionsgate occurred on April 19, 2007. b. Between March 1, 2007, and October 1, 2007, McCombs engaged in lobbying activity regarding Lionsgate while not properly registered. 1. McCombs' lobbying on behalf of Lionsgate while not properly registered under the Lobbying Disclosure Law spanned 201 days. i. McCombs could have amended her lobbying registration between March 1, 2007, and March 14, 2007, per the Lobbying Disclosure Law. ii. McCombs was not in violation of the Lobbying Disclosure Law for failure to register until March 15, 2007 [March 15, 2007 — October 1, 2007 = 201 calendar days.] 64. LHLT, LLC has not, to date, registered as a lobbying firm with the Pennsylvania Department of State. III. DISCUSSION: The allegations are that Respondent Leslie McCombs (hereinafter also referred to as "Respondent," "Respondent McCombs," and "McCombs "), in her capacity as a lobbyist, violated the Lobbying Disclosure Law when she failed to register as a lobbyist for Lionsgate, a California production company, and subsequently engaged in lobbyist activities before the Pennsylvania General Assembly and /or the Pennsylvania Governor's Office on behalf of Lionsgate; and when she filed a deficient lobbyist registration form for the University of Pittsburgh Medical Center. Section 13A04 of the Lobbying Disclosure Law, pertaining to registration by lobbyists, lobbying firms and principals, provides in pertinent part as follows: § 13A04. Registration. (a) General rule. -- Unless excluded under section 13A06 (relating to exemption from registration and reporting), a lobbyist, lobbying firm or a principal must register with the department within ten days of acting in any capacity as a lobbyist, lobbying firm or principal. Registration shall be biennial and shall begin January 1, 2007. (b) Principals and lobbying firms.- - (1) A principal or lobbying firm required to register under subsection (a) shall file a single registration statement setting forth the following information with the department: (i) Name. McCombs, 07 -001 L Page 17 (ii) Permanent address. (iii) Daytime telephone number. (iv) E -mail address, if available. (v) Name and nature of business. (vi) Name, registration number and acronym of any affiliated political action committees. (vii) Name and permanent business address of each individual who will for economic consideration engage in lobbying on behalf of the principal or lobbying firm. (viii) Registration number when available. (2) A lobbying firm shall include in its statement under paragraph (1) the following information for each principal it represents: (i) Name. (ii) Permanent business address. (iii) Telephone number. (iv) Registration number when available. A principal that is an association or organization shall include in its statement under paragraph (1) the number of dues - paying members of the association or organization in the most recently completed calendar year. (3) (c) Lobbyist. - -A lobbyist who is required to register under subsection (a) shall file a single registration statement setting forth the following information with the department: (1) Name. (2) Permanent business address. (3) Daytime telephone number. (4) E -mail address, if available. (5) A recent photograph of the lobbyist. (6) Name, permanent business address, daytime telephone number and registration number when available of each principal for whom the lobbyist will engage in lobbying. McCombs, 07 -001 L Page 18 (7) Name and registration number when available of any lobbying firm with which the lobbyist has a relationship involving economic consideration. (8) Name, registration number and acronym of any affiliated political action committees. (9) Name, registration number and acronym of any candidate political committee of which the lobbyist is an officer who must be included in a registration statement under section 1624(b)(2) and (3) of the act of June 3, 1937 (P.L.1333, No.320), known as the Pennsylvania Election Code. (d) Amendments.- - (1) If there is a change of information required for the registration statement under subsection (b)(1) or (2) or (c), an amended registration statement shall be filed with the department within 14 days after the change occurs. (2) When there is a change in information required for the registration statement under subsection (b)(3), an amended registration statement shall be filed with the department within 14 days of the end of the year in which the change occurs. 65 Pa. C. S. § 13A04 (a) -(d). The following terms are defined in the Lobbying Disclosure Law as follows: § 13A03. Definitions. "Lobbying." An effort to influence legislative action or administrative action in this Commonwealth. The term includes: (1) direct or indirect communication; (2) office expenses; and (3) providing any gift, hospitality, transportation or lodging to a State official or employee for the purpose of advancing the interest of the lobbyist or principal. "Lobbying Firm." An entity that engages in lobbying for economic consideration on behalf of a principal other than the entity itself. "Lobbyist." Any individual, association, corporation, partnership, business trust or other entity that engages in lobbying on behalf of a principal for economic consideration. The term includes an attorney at law while engaged in lobbying. McCombs, 07 -001 L Page 19 "Principal." An individual, association, corporation, partnership, business trust or other entity: (1) on whose behalf a lobbying firm or lobbyist engages in lobbying; or (2) that engages in lobbying on the principal's own behalf. 65 Pa.C.S. § 13A03. As noted above, the parties have submitted a Consent Agreement and Stipulation of Findings. The parties' Stipulated Findings are set forth above as the Findings of this Commission. We shall now summarize the relevant facts as contained therein. From approximately May 2006 through the present, Respondent McCombs has been employed as a Senior Consultant with the Government Relations Department of the University of Pittsburgh Medical Center (UPMC). In 2007, Respondent served as a lobbyist for UPMC. Respondent's compensation as a lobbyist for UPMC for the year 2007 exceeded $2,500.00 by January 26, 2007. This is significant because, by earning more than $2,500.00 in a quarter for lobbying, Respondent became subject to the registration and reporting requirements of the Lobbying Disclosure Law. She was required to file a Lobbyist Registration Statement with the Department of State and to amend it as needed. 65 Pa.C.S. §§ 13A04(a), (d)(1). On January 8, 2007, Respondent filed a Lobbyist Registration Statement with the Department of State as a lobbyist for UPMC. The Lobbyist Registration Statement confirmed that Respondent was lobbying on behalf of UPMC effective January 2, 2007. However, Respondent failed to list a daytime telephone number for UPMC on the Lobbyist Registration Statement. This information was required by Section 13A04(c)(6) of the Lobbying Disclosure Law. The deficiency resulted in the Pennsylvania Department of State, Division of Campaign Finance and Lobbying Disclosure (also referred to herein as the "Division of Lobbying Disclosure ") deeming the filing incomplete. Respondent did not reply to contacts made by staff members of the Division of Lobbying Disclosure, who were seeking to have the problem corrected. In January 2007 Respondent was also involved with Dawn Keezer ( "Keezer "), Director of the Pittsburgh Film Office ( "PFO "), and Mark Manuel ( "Manuel "), Executive Vice - President for Structured Finance of Lionsgate, in an ongoing effort to advance film tax credit legislation in Pennsylvania. Respondent first became involved with the effort in 2006, when she helped to arrange a meeting with Governor Rendell that included Respondent, Keezer, Manuel, and Sharon Pinkenson ( "Pinkenson "), Executive Director of the Philadelphia Film Office. Respondent also assisted Lionsgate in obtaining a state grant in 2006. In January 2007 Respondent continued to assist Lionsgate without compensation and without any understanding that she would be compensated. This is significant because the Lobbying Disclosure Law does not require an individual to register as a lobbyist for a principal when the lobbying services are provided without "economic consideration." See, 65 Pa.C.S. § 13A03 (definition of "lobbyist "). In January 2007 Respondent formed a limited liability company named "LHLT, LLC." Respondent was President of LHLT, LLC. (Respondent would eventually use LHLT, LLC for lobbying activities on behalf of Lionsgate.) On January 12, 2007, Manuel sent an e-mail to Respondent, Keezer, and John Valentine ( "Valentine ") of Lionsgate, requesting that Respondent and Keezer relay a McCombs, 07 -001 L Page 20 message to the Governor relating to the scope of the Lionsgate business in Pennsylvania and the details of a certain Lionsgate corporate initiative. On January 23, 2007, Manuel sent an e-mail to Respondent and Keezer attaching the legislation for New Mexico's film tax credit program. The purpose of Manuel forwarding the New Mexico legislation to Respondent was to assist Respondent in advancing that tax credit in Pennsylvania. On January 25, 2007, Manuel sent an e-mail to Respondent and Keezer with suggestions that should be made to Governor Rendell on the proposed film tax credits for Pennsylvania. On January 25, 2007, Respondent sent an e-mail to Manuel and Keezer advising that Respondent was giving the information regarding the film tax credits to Governor Rendell on that date. From February 5 -7, 2007, Respondent had meetings with Keezer, Manuel and Valentine regarding the film tax credit. By February 14, 2007, Manuel and Respondent had more discussions finalizing Respondent's role as a lobbyist on behalf of Lionsgate. On February 14, 2007, Manuel directed an e-mail to Respondent, indicating that he would try to send Respondent the legislative proposal for the new Pennsylvania entertainment tax credit later that day, and inquiring as to the number of guests, including the Governor, who would need seats for a premiere in Philadelphia on February 27, 2007. The e -mail posed the following question to Respondent: Have you heard whether or not you can be hired as a `supervisory lobbyist' by Lionsgate ?" Fact Finding 26. The term "supervisory lobbyist" was used by Manuel and Respondent to describe Respondent's role as a lobbyist for Lionsgate. On February 15, 2007, Respondent exchanged e -mails with the UPMC President /CEO and received authorization to serve as a supervisory lobbyist for Lionsgate on her own time. Later that same day, Respondent sent an e-mail to Manuel advising that it was permissible for her to accept the lobbyist supervisor position. Respondent also informed Manuel that she was meeting with the Governor at 2:00 p.m. to "confirm the 27 ." Fact Finding 29 a. On February 27, 2007, the movie "Pride" premiered in Philadelphia. Various officials from Lionsgate, including Manuel, were present along with Pennsylvania officials, including Governor Rendell, and Respondent. On March 1, 2007, Manuel e- mailed to Respondent a draft lobbying contract and legislative objectives for the tax credit program that Lionsgate wanted to pursue in Pennsylvania. The final form of the contract, which was between Respondent /LHLT, LLC and Lionsgate, was executed by Respondent and Manuel and was effective March 1, 2007. It provided for Respondent /LHLT, LLC to be compensated for lobbying legislation on behalf of Lionsgate commencing March 1, 2007. See, Fact Finding 31. It also provided for a "success bonus," which was later deleted as being contrary to the Lobbying Disclosure Law. The parties have stipulated that no bonus was paid to Respondent. On or around March 26, 2007, Governor Rendell discussed with Respondent arranging a meeting with legislators and representatives of the film industry to discuss the film tax credit in Harrisburg on April 17, 2007. Respondent confirmed the meeting and her conversation with Governor Rendell in a March 26, 2007, e-mail to Manuel and Keezer. Respondent coordinated with Manuel and the Governor's Office to arrange the meeting. On April 17, 2007, the Meeting /Luncheon was held at the Governor's Residence in Harrisburg to discuss the Film Tax Credit Legislation. Attendees included Governor Rendell, Respondent, and representatives of the film and television industry, including representatives of Lionsgate. Respondent attended the Meeting /Luncheon in her capacity McCombs, 07 -001 L Page 21 as a lobbyist for Lionsgate. Respondent discussed the film tax credit legislation with legislators and legislative staff. Manuel spoke at the meeting regarding the benefits the film tax credit legislation could bring to Pennsylvania. On or around June 11 and 12, 2007, Respondent, Keezer, Pinkenson, Manuel, and others who were Lionsgate lobbyists met with various legislators and legislative staff to discuss the film tax credit. On June 14, 2007, Respondent sent an e-mail to Manuel, Pinkenson, Nora Winkelman from the Office of the Chief Counsel for Governor Rendell, Keezer, Nicole Shiner, and others who were Lionsgate lobbyists, regarding a particular aspect of the proposed legislation. Fact Finding 40. In 2007 various pieces of legislation were introduced in both the Pennsylvania House and Senate in relation to film tax incentives. Representative Michael Sturla was the prime Sponsor of House Bill 1528 introduced in the Pennsylvania House on June 19, 2007. The bill would have increased the State Film Grant Program from $10 Million to $15 Million. On or around June 25, 2007, the bill was referred to the House Appropriations Committee due to the number of unrelated amendments being added to the bill. On June 26, 2007, State Senator James Ferlo introduced Senate Bill 1008 seeking to increase the Grant Program for the film and television industry from $10 million to $15 million and provide a 25% tax credit to filmmakers with a budget of over $2 Million. Senate Bill 97 was introduced by State Senator Donald White on February 15, 2007, and later became the film tax credit bill. Senate Bill 97 was amended by Senator Gibson Armstrong on June 25, 2007, July 3, 2007, and July 7, 2007. Respondent participated in lobbying the sponsors of these pieces of legislation between June and July 2007. Respondent, Manuel, Pinkenson and others who were Lionsgate lobbyists met with Representative Sturla on or around June 11, 2007, while lobbying legislators for the film tax credit legislation. On or around July 1, 2007, Respondent participated in a meeting by way of a telephone conference call with Governor Rendell, Greg Fajt, Governor Rendell's Chief of Staff, State Senator Gibson Armstrong, Chairman of the Senate Appropriations Committee, and Chris Latta, Senator Armstrong's Chief of Staff. Respondent's participation in the meeting was arranged by a telephone call placed to her by Governor Rendell. The purpose of the meeting was to discuss the legislation regarding the film tax credit, particularly Senate Bill 97 as amended by Senator Armstrong. Respondent, Manuel, Keezer, Pinkenson, and others who were Lionsgate lobbyists exchanged numerous e -mails from July 1, 2007, through July 17, 2007, regarding how Senate Bill 97 was progressing during the 2007 budget negotiations. Respondent also communicated by telephone with Governor Rendell. On July 15, 2007, Respondent forwarded an e-mail to Manuel on the status of the film tax legislation as detailed at Fact Finding 45. Senate Bill 97 was approved in the House of Representatives on July 17, 2007, and in the Senate on July 19, 2007. The bill was presented to Governor Rendell on July 19, 2007, and was signed into law by Governor Rendell on July 25, 2007, as Act 55 of 2007. Respondent was compensated as a lobbyist by Lionsgate for her services in relation to lobbying the Governor, the Governor's staff and the members and staff of the Pennsylvania General Assembly for the passage of a film tax credit. McCombs, 07 -001 L Page 22 The Stipulated Findings note that while Respondent was lobbying the Pennsylvania Governor's Office for Lionsgate, and discussions were taking place regarding the film tax credit legislation, Respondent entertained Governor Rendell, State officials, and Lionsgate officials at Pittsburgh Pirates baseball games as detailed in Fact Findings 52 -54 a. Governor Rendell subsequently reimbursed the costs of the tickets for the games that he attended. We parenthetically note that the reimbursements by the Governor occurred prior to the promulgation of the Regulations to implement the Lobbying Disclosure Law, which Regulations provide that a hospitality item that is fully reimbursed to the registrant within 30 days of the date of receipt need not be reported under the Lobbying Disclosure Law, see, 51 Pa. Code § 55.1(k)(1). On September 5, 2007, Manuel filed a Principal Registration Statement for Lionsgate, which identified Respondent as a lobbyist for Lionsgate commencing March 1, 2007. Manuel subsequently filed Quarterly Expense Reports for Lionsgate for the first three quarters of 2007, identifying Respondent as one of the lobbyists for Lionsgate. As noted above, McCombs' first Lobbyist Registration Statement, which had been filed in January 2007, had not been processed due to lack of a daytime telephone number of UPMC. McCombs filed another Lobbyist Registration Statement with the Pennsylvania Department of State dated August 29, 2007, which listed Lionsgate as a principal that she represented and reported that her lobbying for Lionsgate commenced on June 11, 2007. McCombs' second Lobbyist Registration Statement was ultimately treated as an amendment to the first. On or around October 1, 2007, McCombs filed an Amended Lobbyist Registration Statement that amended the date lobbying commenced for Lionsgate to March 1, 2007. On or around November 28, 2007, McCombs filed a Lobbyist Registration Statement identifying both UPMC and Lionsgate as principals McCombs represented, with the affiliated start date for Lionsgate listed as March 1, 2007. The parties have agreed that McCombs was not in violation of the Lobbying Disclosure Law for failure to register as a lobbyist for Lionsgate until March 15, 2007. The parties have stipulated that McCombs' lobbying on behalf of Lionsgate while not properly registered spanned 201 days. To date, LHLT, LLC has not registered as a lobbying firm with the Pennsylvania Department of State. Having highlighted the Stipulated Findings and issues before us, we shall now apply the Lobbying Disclosure Law to determine the proper disposition of this case. The parties' Consent Agreement sets forth a proposed resolution of the allegations as follows: 3. The Investigative Division and Leslie McCombs, by and through her counsel, will recommend the following conclusions in relation to the above allegations: a. That Leslie McCombs, in her capacity as a lobbyist, violated Section 13A04(c)(6) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c)(6), when she failed to timely amend a Registration Statement filed with the Pennsylvania Department of State to identify Lionsgate Entertainment Corp. as a principal on whose behalf McCombs would engage in lobbying for economic consideration. b. That Leslie McCombs violated Section 13A04(b) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(b), when she failed to register LHLT, LLC, a Limited Liability McCombs, 07 -001 L Page 23 Company, as a lobbying firm with the Pennsylvania Department of State within ten days of acting in the capacity as a lobbying firm. c. That a technical violation of the Lobbying Disclosure Law, Section 13A04(c)(3) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c)(3), occurred when Leslie McCombs failed to list a daytime telephone number on a Registration Statement filed by her with the Pennsylvania Department of State regarding her employment as a lobbyist for the University of Pittsburgh Medical Center. d. That the transgressions of the Lobbying Disclosure Law outlined in paragraphs a through c above are deemed to be negligent in nature. e. The lobbying activities engaged in by Leslie McCombs operating either individually or as LHLT, LLC, are deemed to have been initiated on March 1, 2007, at which time she had an understanding with representatives of Lionsgate Entertainment Corporation that she would engage in lobbying on their behalf for economic consideration. f. That Leslie McCombs would have been required to register LHLT, LLC as a lobbying firm on behalf of Lionsgate Entertainment Corporation within ten days of March 1, 2007, or by March 11, 2007. That Leslie McCombs would have been required to amend her previously filed Lobbyist Registration to disclose her lobbying activities on behalf of Lionsgate within fourteen (14) days of March 1, 2007, or by March 15, 2007. h. Leslie McCombs was deficient in her individual Lobbyist Registration forms for a period of 201 days (March 15, 2007, through October 1, 2007). g. 4. McCombs agrees to pay an administrative penalty in the amount of $5,025.00 (201 days x $25.00 per diem) in settlement of this matter payable to the Commonwealth of Pennsylvania and forwarded to the Pennsylvania State Ethics Commission within thirty (30) days of the issuance of the final adjudication in this matter. 5. McCombs agrees to file a Registration Statement for LHLT, LLC for the years that said entity engaged in lobbying activity within thirty (30) days of the issuance of the final adjudication in this matter. 6. McCombs agrees to file an amended Registration Statement listing the daytime telephone number for UPMC within thirty (30) days of the issuance of the final adjudication in this matter. 7 The Investigative Division will recommend that the State Ethics Commission take no further action in this matter; impose no further sanctions and make no specific recommendations to any law McCombs, 07 -001 L Page 24 enforcement or other authority to take action in this matter as to either Leslie McCombs or LHLT, LLC. Such, however, does not prohibit the Commission from initiating appropriate enforcement actions in the event of Respondent's failure to comply with this agreement or the Commission's order or cooperating with any other authority who may so choose to review this matter further. Consent Agreement, at 1 -3. In considering the Consent Agreement, we shall begin by reviewing the recommended conclusions at paragraphs 3 (e) -(h) of the Consent Agreement. We initially note that Section 13A04(a) of the Lobbying Disclosure Law requires a lobbyist or lobbying firm to register with the Pennsylvania Department of State within ten days of "acting in any capacity" as a lobbyist or lobbying firm. 65 Pa.C.S. § 13A04(a). The Regulations that have been promulgated pursuant to the Lobbying Disclosure Law clarify that unless one of the exemptions at Section 13A06 of the Lobbying Disclosure Law is applicable, a lobbyist or lobbying firm is to register with the Department within 10 days of the earlier of the following: (1) contracting in any form to engage in lobbying; or (2) engaging in lobbying. 51 Pa. Code §§ 53.3(a), 53.4(a). Section 13A04(d)(1) of the Lobbying Disclosure Law requires a lobbyist or lobbying firm that has already registered with the Pennsylvania Department of State to amend such Registration Statement within 14 days if there is a change as to the information required to be disclosed on the Registration Statement. See, 65 Pa.C.S. § 13A04(d)(1). The parties have recommended that the lobbying activities engaged in by Respondent operating either individually or as LHLT, LLC, be deemed to have been initiated as to Lionsgate on March 1, 2007, at which time Respondent had an understanding with representatives of Lionsgate that she would engage in lobbying on behalf of Lionsgate for economic consideration. We agree with the parties' recommendation. Although Respondent had formed LHLT, LLC in January 2007, it was not until February 15, 2007, that Respondent knew she would be permitted by her employer, UPMC, to provide lobbying services to Lionsgate. The terms of the contract between Respondent /LHLT, LLC and Lionsgate were not agreed upon until March 1, 2007, either verbally or in writing. Respondent was not compensated for her activities that occurred prior to March 1, 2007. We also agree with the parties that Respondent would have been required to register LHLT, LLC as a lobbying firm on behalf of Lionsgate within ten days of March 1, 2007, or by March 11, 2007. The "trigger" for LHLT, LLC to register was the March 1, 2007, contract with Lionsgate. See, 51 Pa. Code § 53.3(a). Under the facts of this case, none of the exemptions at Section 13A06 of the Lobbying Disclosure Law were applicable to LHLT, LLC as a lobbying firm (see, 65 Pa.C.S. § 13A06; 51 Pa. Code § 57.2). Because LHLT, LLC was not amending a prior Registration Statement to add Lionsgate, but rather, was required to file its initial Registration Statement, it had ten days from March 1, 2007 - -or until March 11, 2007 - -by which to do so. 65 Pa.C.S. § 13A04(a); 51 Pa. Code § 53.3(a). In contrast, Respondent would have been required to amend her previously filed Lobbyist Registration Statement to disclose her lobbying activities on behalf of Lionsgate within fourteen (14) days of March 1, 2007, or by March 15, 2007. See, 65 Pa.C.S. § 13A04(d)(1). We shall accept the recommendation of the parties for a conclusion that Respondent was deficient in her individual Lobbyist Registration forms for a period of 201 days. McCombs, 07 -001 L Page 25 As for the parties' recommendations for the finding of violations deemed to be negligent in nature, the imposition of an administrative penalty, and certain filings to be made by Respondent, we accept such recommendations as an appropriate disposition for this case. We hold that in her capacity as a lobbyist, Respondent violated Section 13A04(c)(6) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c)(6), when she failed to timely amend a Registration Statement filed with the Pennsylvania Department of State to identify Lionsgate as a principal on whose behalf Respondent would engage in lobbying for economic consideration. We hold that Respondent violated Section 13A04 of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04, when she failed to register LHLT, LLC, a limited liability company, as a lobbying firm with the Pennsylvania Department of State within ten days of acting in the capacity as a lobbying firm. We further hold that a technical violation of Section 13A04(c) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c), occurred when Respondent failed to list a daytime telephone number for UPMC on a Registration Statement filed by her with the Pennsylvania Department of State on January 8, 2007, regarding her employment as a lobbyist for UPMC. The transgressions of the Lobbying Disclosure Law outlined in the above paragraphs are deemed to be negligent in nature. As part of the Consent Agreement, Respondent has agreed to pay an administrative penalty in the amount of $5,025.00, calculated at the rate of $25.00 per day for 201 days, payable to the Commonwealth of Pennsylvania and forwarded to this Commission within thirty (30) days of the issuance of the final adjudication in this matter. Respondent has further agreed to file a Registration Statement for LHLT, LLC for the years that said entity engaged in lobbying activity, within thirty (30) days of the issuance of the final adjudication in this matter. Finally, Respondent has agreed to file an amended Registration Statement listing the daytime telephone number for UPMC within thirty (30) days of the issuance of the final adjudication in this matter. We determine that the Consent Agreement submitted by the parties sets forth a proper disposition for this case, based upon our review as reflected in the above analysis and the totality of the facts and circumstances. Accordingly, per the Consent Agreement of the parties, Respondent is directed to pay the agreed upon administrative penalty in the total amount of $5,025.00, to be made payable to the Commonwealth of Pennsylvania and forwarded to this Commission by no later than the thirtieth (30 day after the mailing date of this adjudication and Order. We parenthetically note that the Lobbying Disclosure Law does not specify any particular fund in which administrative penalties are to be deposited, and therefore, this Commission shall process the payment for deposit into the General Fund. To the extent she has not already done so, Respondent is directed to file with the Pennsylvania Department of State: (1) a Registration Statement for LHLT, LLC for the years that said entity engaged in lobbying activity; and (2) an amended Registration Statement listing the daytime telephone number for UPMC, and to forward copies of all such filings to this Commission for compliance verification purposes by no later than the thirtieth (30) day after the mailing date of this adjudication and Order. McCombs, 07 -001 L Page 26 Compliance with the foregoing will result in the closing of this case with no further action by this Commission. Noncompliance will result in the institution of an order enforcement action. IV. CONCLUSIONS OF LAW: 1. As an individual who, in 2007, engaged in lobbying for economic consideration on behalf of the University of Pittsburgh Medical Center ( "UPMC ") and Lions Gate Entertainment Corp. ( "Lionsgate "), Respondent Leslie McCombs ( "McCombs ") has been a lobbyist subject to the provisions of Pennsylvania's lobbying disclosure law ( "Lobbying Disclosure Law "), 65 Pa.C.S. § 13A01 et seq. 2. The lobbying activities engaged in by McCombs operating either individually or as LHLT, LLC, are deemed to have been initiated as to Lionsgate on March 1, 2007, at which time McCombs had an understanding with representatives of Lionsgate that she would engage in lobbying on behalf of Lionsgate for economic consideration. 3. Pursuant to the Lobbying Disclosure Law, McCombs would have been required to register the entity LHLT, LLC as a lobbying firm on behalf of Lionsgate within ten days of March 1, 2007, or by March 11, 2007. 4. Pursuant to the Lobbying Disclosure Law, McCombs would have been required to amend the Lobbyist Registration Statement that she previously filed on January 8, 2007, to disclose her lobbying activities on behalf of Lionsgate within fourteen (14) days of March 1, 2007, or by March 15, 2007. 5. Per the Consent Agreement of the parties, McCombs was deficient in her individual Lobbyist Registration forms for a period of 201 days. 6. In her capacity as a lobbyist, McCombs violated Section 13A04(c)(6) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c)(6), when she failed to timely amend a Registration Statement filed with the Pennsylvania Department of State to identify Lionsgate as a principal on whose behalf McCombs would engage in lobbying for economic consideration. 7 McCombs violated Section 13A04 of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04, when she failed to register LHLT, LLC, a limited liability company, as a lobbying firm with the Pennsylvania Department of State within ten days of acting in the capacity as a lobbying firm. 8. A technical violation of Section 13A04(c) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c), occurred when McCombs failed to list a daytime telephone number for UPMC on a Registration Statement filed by her with the Pennsylvania Department of State on January 8, 2007, regarding her employment as a lobbyist for UPMC. 9. The transgressions of the Lobbying Disclosure Law outlined in paragraphs 6 -8 above are deemed to be negligent in nature. In Re: Leslie McCombs, Respondent ORDER NO. 1 -L File Docket: 07-001L Date Decided: 7/22/09 Date Mailed: 8/4/09 1 As a lobbyist for the University of Pittsburgh Medical Center ( "UPMC ") and Lions Gate Entertainment Corp. ( "Lionsgate ") in 2007, Respondent Leslie McCombs ( "McCombs ") violated Section 13A04(c)(6) of Pennsylvania's lobbying disclosure law ( "Lobbying Disclosure Law "), 65 Pa.C.S. § 13A04(c)(6), when she failed to timely amend a Registration Statement filed with the Pennsylvania Department of State to identify Lionsgate as a principal on whose behalf McCombs would engage in lobbying for economic consideration. 2. McCombs violated Section 13A04 of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04, when she failed to register LHLT, LLC, a limited liability company, as a lobbying firm with the Pennsylvania Department of State within ten days of acting in the capacity as a lobbying firm. 3. A technical violation of Section 13A04(c) of the Lobbying Disclosure Law, 65 Pa.C.S. § 13A04(c), occurred when McCombs failed to list a daytime telephone number for UPMC on a Registration Statement filed by her with the Pennsylvania Department of State on January 8, 2007, regarding her employment as a lobbyist for UPMC. 4. The transgressions of the Lobbying Disclosure Law outlined in paragraphs 1 -3 above are deemed to be negligent in nature. 5. Per the Consent Agreement of the parties, McCombs is directed to pay the agreed upon administrative penalty in the total amount of $5,025.00, to be made payable to the Commonwealth of Pennsylvania and forwa[ded to the Pennsylvania State Ethics Commission by no later than the thirtieth (30 day after the mailing date of this Order. 6. To the extent she has not already done so, McCombs is directed to file with the Pennsylvania Department of State: (1) a Registration Statement for LHLT, LLC for the years that said entity engaged in lobbying activity; and (2) an amended Registration Statement listing the daytime telephone number for UPMC, and to forward copies of all such filings to the Pennsylvania State Ethics commission for compliance verification purposes by no later than the thirtieth (30 day after the mailing date of this Order. 7 Compliance with paragraphs 5 and 6 of this Order will result in the closing of this case with no further action by this Commission. a. Non - compliance will result in the institution of an order enforcement action. BY THE COMMISSION, Name, Case # Page 28 Louis W. Fryman, Chair