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HomeMy WebLinkAbout1742 MiddletonPHONE: 717 - 783 -4610 TOLL FREE: 1 -800- 932 -0936 In Re: William Middleton, Respondent y � c STATE ETHICS COMMISSION FINANCE BUILDING 613 NORTH STREET, ROOM 309 HARRISBURG, PA 17120 -0400 File Docket: X -ref: Date Decided: Date Mailed: FACSIMILE: 717- 787 -0806 WEBSITE: www.eihics.pa.apv 17 -030 Order No. 1742 10/23/18 10/31/18 Before: Nicholas A. Colafella, Chair Mark R. Corrigan, Vice Chair Roger Nick Melanie DePalma Monique Myatt Galloway Michael A. Schwartz Shelley Y. Simms This is a final adjudication of the State Ethics Commission. Procedurally, the Investigative Division of the State Ethics Commission conducted an investigation regarding possible violation(s) of the Public Official and Employee Ethics Act ( "Ethics Act "), 65 Pa.C.S. § 1101 et seg., by the above -named Respondent. A Stipulation of Findings and a Consent A-g-reement 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. ALLEGATIONS: That William Middleton, a public official /public employee in his capacity as the President of the Board of Directors for the Pennsylvania Leadership Charter School { "PALCS' ), violated [Sections 1103(a), 1105(b)(1), 1105(b)(5), and 1105(b)(8)] of the State Ethics Act (Act 93 of 1998) when he utilized the authority of his public position to further a pecuniary benefit for himself, a member of his immediate family, and/or a business with which he and/or member(s) of his immediate family are associated, namely Green Lawnscaping, LLC, when he participated in discussions and decision- making as to services to be completed by Green Lawnscaping, LLC for the PALCS, beyond those previously detailed within a pre - existing contract; when he subsequently voted to approve payment of invoices from Green Lawnscaping, LLC for services provided beyond the pre - existing contract; and when he filed deficient Statements of Financial Interests by falling to identify his "Governmental Entity" for calendar years 2014, 2015, and 2016; providing no response to "Address" as to calendar year 2015; failing to disclose reportable income as to calendar year 2015; and failing to respond to "Office, Directorship or Employment in any Business" as to calendar year 2016. II. FINDINGS: 1. William Middleton ( "Middleton ") has served as a Member of the Board of Directors ( "Board ") of the Pennsylvania Leadership Charter School ( "PALCS ") since approximately 2004. a. Middleton has annually held the position of Board President since at least 2008. 2. The PALCS is a Commonwealth of Pennsylvania, Department of Education Middleton, 17 -030 age approved public cyber charter school for students in kindergarten through 12th grade who reside in the Commonwealth of Pennsylvania. 3. As public institutions, cyber charter schools operate within the parameters of the Public School Code of 1949, specifically 24 P.S. § 17- '1701 -A -- 17-1751 -A, as administered by the Pennsylvania Department of Education ( "PDE "). a. Prior to initiating educational services to Commonwealth residents, a cyber charter school must be granted a charter by PDE. b. Once a charter has been granted, the Board of Trustees (Directors) for a cyber charter school is required to operate the school in accordance with the provisions of 24 P.S. §§ 17- 1741 -A — 17- 1751 -A. 4. The PALCS submitted an application to PDE seeking a charter to operate a cyber charter school on October , 2003, and submitted revised applications on April 7, 2003, June 26, 2003, and November 23, 2003. a. PDE approved the PALCS's application in January 2004. b. The initial PALCS charter granted by PDE contained a term commencing on July 1, 2004, and ending on June 30, 2007. 5. Upon expiration of the initial charter, PDE notified the PALCS on July 3, 2007, that the PALCS's charter was renewed for an additional five years. a. The renewal granted a charter until June 30, 2012. b. The PALCS has continued to operate under the terms of the July 3, 2007, charter renewal. 6. As required by applicable law, the PALCS is governed by a five (5) Member Board. a. Board Members are annually appointed /reappointed by sitting Board Members. b. Middleton has been the longest serving PALCS Board Member, serving consecutive terms since 2004. G. PALCS Board Members do not receive compensation for their service. 7. James Hanak, Ph.D. ( "Dr. Hanak ") is the founder of the PALCS. a. Dr. Hanak has continuously served as the Chief Executive Officer ( "CEO ") of the PALCS since its initial chartering. b. As CEO, Dr. Hanak is responsible for overseeing the day -to -day operations of the PALCS. C. Although Dr. Hanak is responsible for daily operations, the PALCS Board holds ultimate authority over the PALCS's operations and administration. d. As CEO, Dr. Hanak negotiates and approves all contracts on behalf of the PALCS. e. In instances where a contract exceeds $10,000.00, Dr. Hanak is to notify the PALCS Board. Middleton, 17 -030 Page 3 8, The PALCS maintains four physical locations of operation throughout the state. a. The PALCS houses its main office and administrative operations at 1332 Enterprise Drive, West Chester, PA 19380. b. The PALCS maintains other locations in the vicinity of West Chester, specifically: (1) the University Scholars Advanced Ideas Center, 1585 Paoli Pike, West Chester, PA 19380; and (2) the Center for Performing and Fine Arts, 211 Carter Drive, Suite C, West Chester, PA 19380. C. The PALCS also operates a Western Regional Center located at The Landings, 55 Alpha Drive West, Pittsburgh, PA 15238. 9. Per the terms of its leaselrental agreement(s), the PALCS is responsible for landscaping /lawn care /snow removal for its 1585 Paoli Pike and 1332 Enterprise Drive locations. a. Costs associated with these responsibilities are included as part of the PALCS's annual operating budget. 10. During the winter of 2010 -2011, snow removal and other lawn care services were provided by McKenna American, subcontracted to Laurel Gardens. a. As part of the service contract with Laurel Gardens, Laurel Gardens was to utilize its own equipment for snow removal and lawn care services. b. In addition to summer lawn maintenance, Laurel Gardens was responsible for performing snow removal and deicing measures. C. Dr. Hanak and Middleton were not satisfied with rates Laurel Gardens was charging the PALCS for ice checks, snow removal, and winter maintenance for the 'f 585 Paoli Pike and 1332 Enterprise Drive locations. d. Dr. Hanak indicated that Laurel Gardens was assessing a fee of approximately $360.00 per diem to conduct an "ice check" to determine whether snow removal /deicing was necessary. 1. The PALCS would incur costs of $360.00 per day regardless of whether any snow /ice removal occurred. 2. Based on what Dr. Hanak believed were excessive charges, he discussed the matter with then Facilities Manager Ted Creighton (deceased) and Middleton. e. Middleton found the fees to be exorbitant and informed Dr. Hanak that he (Middleton) could conduct an ice check free of charge. 11. Around May 2011, while reviewing fees associated with snow removal and other lawn care services, Dr. Hanak and Middleton discussed seeking a new landscaping /snow removal vendor(s). 12. During this discussion, Middleton inquired of Dr. Hanak whether he (Dr. Hanak) would consider a bid from Christian Middleton for lawn care services for the PALCS for the 1585 Paoli Pike and 1332 Enterprise Drive locations. a. Christian Middleton is the son and immediate family member of Middleton. b. Middleton informed Dr. Hanak that his son was starting a landscaping Middleton, 17 -030 ag�� business and that the PALCS would be his first client. C. Dr. Hanak agreed to entertain a bid from Christian Middleton and instructed Middleton to submit a proposal for landscaping services. d. Middleton indicated that any bid submitted by Christian Middleton and/or Middleton would be significantly less than what the PALCS was previously paying Laurel Gardens. 13. Following the discussion between Dr. Hanak and Middleton, Christian Middleton filed organizational documents with the Pennsylvania Department of State, Corporation Bureau, for a business entity identified as "Green Lawnscaping, LLU ( "Green Lawnscaping "). 14. A Certificate of Organization for a Domestic Limited Liability Company for Green Lawnscaping was filed with the Pennsylvania Department of State on June 9, 2011. a. Neither Middleton nor Christian Middleton is listed as an organizer for Green Lawnscaping. b. The stated address for the entity is [address redacted]. C. The Certificate of Organization was prepared by Rachel Lee of LegalZoom.com Inc. 1. Rachel Lee is listed as the organizer with an address of 101 North Brand Boulevard, 11th Floor, Glendale, CA 91203. d. The Pennsylvania Department of State assigned entity number 4036694 to Green Lawnscaping. e. [Address redacted] was the home address of Middleton and Christian Middleton. 15, On July 5, 2011, Christian Middleton opened a checking account at PNC Bank in the name of "Green Lawnscaping, LLC.° a. Green Lawnscaping was assigned account number [account number redacted]. b. Christian Middleton was the only authorized signatory on the account. 16. On July 15, 2011, one month after the Limited Liability Company documents for Green Lawnscaping were filed with the Pennsylvania Department of State, Dr. Hanak executed a contract with Green Lawnscaping that was signed by Christian Middleton. a. Contractual terms indicated an effective date of July 15, 2011, and contained no end date. b. Terms of the contract called for a monthly payment of $2,000.00, representing a minimum of sixteen grass cuts per year. C. Additional work beyond lawn mowing (e.g landscape installation and fertilizer /weed killer applications) was to be billed at $100.00 per hour and tree pruning, branch /shrubbery removal at $75.00 per hour. d. The contract did not specify rates for snow removal or other winter Middleton, 17 -030 ag1 5--- maintenance. e. As a term and condition of the contract, the PALCS was to receive a 10% discount "under current market value on these services." The contract was signed b James Hanak, CEO of the PALCS and Christian Middleton, as the owner oYGreen Lawnscaping. g. At no time either before or following its execution was the contract presented to the PALCS Board for review or approval. Middleton was the PALCS Board President at the time the PALCS entered into the contract with Christian Middleton /Green Lawnscaping. 17. At the time that Green Lawnscaping was formed, Christian Middleton did not maintain any clients other than the PALCS. a. Middleton presented Green Lawnscaping to Dr. Hanak as a means of initiating a client base for his son. 18. The contract between the PALCS and Green Lawnscaping was a contract for labor only. a. At the time of its formation, Green Lawnscaping did not own any landscaping tools or equipment. b. The PALCS leased, and ultimately purchased, lawn care equipment for use by Green Lawnscaping regarding the contract for landscaping services at the two PALCS locations. 19. Between April 27, 2011, and May 30, 2012, the PALCS purchased fuel and rented and/or purchased lawn care equipment to be used by Green Lawnscaping, including but not limited to push and riding lawn mowers, a tractor with attachments, gas cans, shovels, a wheelbarrow, and a weed whacker. a. The PALCS rented a 48" cut mower from Knox Equipment Rentals, 421 East Market Street, West Chester, PA 19382 from August 15, 2011, through October 10, 2011. b. During this timeframe, two invoices totaling $1:981.00 ($1,040.50 on 09/06/11 and $940.50 on 10105111) were submitted to the PALCS for payment. 20. On November 10, 2011, Middleton ordered a subcompact utility tractor with implements and two Simplicity walk behind snow blowers from Conway Power Equipment, Inc., 1614 E. Strasburg Road, West Chester, PA 19380. a. Costs for all the items detailed above that were purchased by the PALCS totaled $21,952.00. b. An itemized order confirmation detailed the following: Walk behind snow blowers: 2 Simp icity Ll 528E 4.5TP, 28" large frame, w /snow cab ($1,616.00 each) $3,232.00 Tractor & Implements: Middleton, 17 -030 ag�6--- Kubota BX2660V 26hp diesel 4WD tractorwlR4 industrial tires and standard 3 -point hitch $11,125.00 LA243 Front Loader wlgrille guard $2,410.00 Land Pride FSP500 3 -point mount, PTO driven spreader $540.00 Curtis hard side deluxe cab wlwindshield wiper and 2 front work lights $4,645.00 Order Total: $21,952.00. 21. The PALCS issued three separate checks to Conway Power Equipment, Inc. as payment for the equipment. a. Middleton's signature appears on two of the three checks issued to Conway Power Equipment, Inc. b. Checks were issued as follows: Date Check No. Amount Signed By 11/10/11 21366 $ 3,000.00 William Middleton, James Hanak 11/23/11 21721 $ 2,900.00 James Hanak, Mary Ann Dunne 12/20/11 22438 116,052.00 William Middleton, James Hanak, Mary Ann Dunne 5 C. Purchase of the equipment listed above allowed Green Lawnscaping to fulfill its contractual obligations to the PALCS. 22. Green Lawnscaping provided lawn care and related services to the PALCS from July 2011 until December 2017. a. Middleton served as a Member and President of the PALCS Board throughout this entire time. b. Green Lawnscaping ceased performing labor for the PALCS due to conflict of interest allegations. 23. While Green Lawnscaping was serving as a vendor to the PALCS from 2011 through 2017, the PALCS/Dr. Hanak received several unsolicited quotes from other entities regarding lawn care /winter maintenance. a. The PALCS received unsolicited proposals from Ardent Landscaping, LGSM, L.P. (Laurel Gardens), Amann Contracting Services, and Barlow Construction. b. Dr. Hanak dismissed the proposals without presenting them to the PALCS Board for consideration. C. Ardent Landscaping submitted a landscaping proposal for 2011. 1, The bid proposal included landscaping services between spring and fall for a total of $15,085.00. d. LGSM, L.P. (Laurel Gardens) submitted two 2011 maintenance contracts to the PALCS. LGSM, L.P. (Laurel Gardens) submitted two quotes, one for each of the PALCS locations. 2. The proposals were specific to lawn care (spring through fall) for a Middleton, 17 -030 Page e 7 combined total of $23,280.70. e. On February 7, 2012, the PALCS received a proposal from Amann Contracting Services concerning landscape design maintenance and snow removal services. The proposal did not include a total contract cost but rather quotes for specific areas of service. 2. Services included: Lawn maintenance (avg. 24 cuts) $170.00 /cut Maintenance of beds included Leaf removal included Landscaping {1 application) $3,475.00 Spring Clean - $540.00 Snow removal (included walkways) Salting $220.00 2 -5" $270.00 5 -9" $540.00. On April 21, 2014, the PALCS received two quotes from Barlow Construction, detailing combined estimate of $23,682.00 ($13,572.00 for 1585 Paoli Pike and $q1 0,110.00 for 1332 Enterprise Drive). Barlow Construction's quotes were only for lawn care and did not provide any quotes for snow removal/winter maintenance. 24. The unsolicited proposals differed from the contractual terms of the contract between the PALCS and Green Lawnscaping in several areas. a. The contract with Green Lawnscaping was for labor only. b. Green Lawnscaping utilized equipment owned by the PALCS, whereas all other companies were to utilize their own equipment. C. Green Lawnscaping offered a $500.00 discount on mowing with weekly cuttings, a minimum of sixteen per year, and an hourly rate for site planning, landscape design, installation, fertilizer and weed killer application, and tree removal at a 10% discount. 25. Work to be performed by Green Lawnscaping on behalf of the PALCS was left to the discretion of Middleton. a. The amount and scope of proposed work /actual work completed was not brought before the PALCS Board for any preapproval or consideration. b. Middleton advised Dr. Hanak of additional work that he (Middleton) believed was needed or informed Dr. Hanak of work after its completion. C. Beginning in 2012, Green Lawnscaping initiated snow removal services for the PALCS at rates ranging between $50.00 and $100.00 per hour. 26. Middleton's duties /responsibilities with Green Lawnscaping included both administrative and labor - related work, including but not limited to: a. Performing actual labor (lawn mowing, tractor operation, etc.) at both PALCS Middleton, 17 -030 agleam locations; b. Drafting and generating invoicing submitted to the PALCS for payment; and C. Arranging /coordinating the time, scope, and volume of work to be completed by Green Lawnscaping on behalf of the PALCS. 27. Invoices from Green Lawnscaping were hand - delivered to Dr. Hanak by Middleton for reviewlapproval and payment. a. Upon receiving the invoice from Middleton, Dr. Hanak signed the invoice and forwarded it to Eileen Bowers', Director of Business Administration, for immediate payment. b. Upon receipt, Bowers prepared a check to Green Lawnscaping, which was signed by her and included a stamped signature of Dr. Hanak. C. Once drafted, the check to Green Lawnscaping was handed directly to Middleton, usually the same day that the invoice was submitted for payment. d. Payments made to Green Lawnscaping were expedited as a courtesy to Middleton. 28. The PALCS Board approves the payment of bills through an authorization for the CEO, Dr. Hanak, to pay bills as funds are available. a. Bowers, and Mary Ann Dunne before her, were responsible for maintaining the financial records of payments issued. 29. Middleton, in his official capacity as a Member and President of the PALCS Board, participated in actions of the PALCS Board to authorize the CEO, Dr. Hanak, to issue payments as funding was available, and [in actions of the PALCS Board] to approve the annual PALCS budget(s) which would include funding allocated for landscaping services. a. Action undertaken by Middleton enabled payment to be made to Green Lawnscaping. b. Although Green Lawnscaping was not specified as a line item within the PALCS operating budgets, Middleton was nonetheless aware that a business with which he and/or his son were associated was a vendor /contractor to the PALCS. C. Middleton participated in actions of the PALCS Board to approve the PALCS operating budgets for the 2012 -13 through the 2017 -18 school years. d. Middleton attended all PALCS Board meetings Feld between January 2013 and January 2018. 1. The PALCS Board did not consistently hold monthly meetings. 2. Six meetinggs were cancelled between December 19, 2013, and February 19, 2015. 30. At no time did the PALCS Board approve any individual invoices submitted for payment by Green Lawnscaping, Middleton, or Christian Middleton, as individual 1 Prior to approximately July 2015, this role in the process was performed by Mary Ann Dunne. Middleton, 17 -030 Page e9 invoices are not included as part of the monthly financial reports provided to the PALCS Board. a. Financial reports only include information provided to the PALCS Board on assets and liabilities. b. Within the assets category are checking and savings account balances, school assets (such as computers and furniture), and funding due from serviced school districts. C. Within the liabilities category are accounts payable, payroll, bonus and lease liability totals. d. Middleton voted in the affirmative at each PALCS Board meeting to approve the financial report and/or bills to be paid list. e. By participating in the approval of the financial report andlor bills to be paid list, Middleton approved [authorized all payments issued by the PALCS to Green Lawnscaping from January 2013 through November 2017. 31. Between January 2013 and December 2017, Green Lawnscaping received 130 payments totaling $209,326.30 from the PALCS for services rendered. a. Annual payment totals are recorded on IRS 1099 Miscellaneous Income forms the PALCS issued to Green Lawnscaping. b. 1099 Miscellaneous Income forms issued from the PALCS to Green Lawnscaping include the following reported total payments issued covering calendar years 2013 through 2017: Year: Amount: 207 40,981.25 2016 $37,828.75 2015 $41,628.75 2014 $43,684.75 2013 $45,202.80. 32. Payments to Green Lawnscapin from the PALCS totaling $209,326.30 included payment for grass cutting and additional or "add on" services. a. Authorization for additional services was granted by the PALCS as a result of discussions between Dr. Hanak and Middleton. Dr. Hanak accepted Middleton's assessment of what work, beyond lawn mowing, was necessary, relying on Middleton's experience in the landscape /nursery business and the fact that he was a Member of the PALCS Board. 2. PALCS records do not include any documentation authorizing an increase in scope of work provided by Green Lawnscaping, beyond Dr. Hanak's approval of the invoice. b. Totals for "add on" services per year are detailed in the chart below: Middleton, 17 -030 ag�� 33 34 35 W WA Year Total Amount Paid to Green Lawnsca a Total paid by the PALCS For Mowin Only Total Paid by the PALCS for Add On Services Beyond Lawn Mowing 2013 $45,202.80 $18,050.00 $27,152.80 2014 $43,684.75 $16,000.00 $27,684.75 2015 $41,628.75 $18,800.00 $22,828.75 2016 $37,828.75 $20,500.00 $17,328.75 2017 $40,981.25 $17,500.00 $23,481.25 TOTAL $209,326.30 $90,850.00 $118,476.30 Between January 7, 2013, and December 5, 2017, Middleton's facsimile signature appeared on approximately 115 of the 130 checks that the PALCS issued to Green Lawnscaping. Checks containing Middleton's signature are as follows: a. 2013: 28 checks totaling $45,202.80 2014: 27 checks totaling $43,684.75 2015: 26 checks totaling $41,628.75 2016: 25 checks totaling $37,828.75 2017: 9 checks totaling 'i5 $13,820.00 $147,999.00. $182,165.05. As a Member of the PALCS. Board, Middleton participated in action authorizing all the aforementioned payments, including an additional fifteen payments which did not include his facsimile signature. All checks issued by the PALCS to Green Lawnscaping between 2013 and 2017 were deposited into the Green Lawnscaping checking account held at PNC Bank. a. Christian Middleton endorsed each PALCS check for deposit into the PNC account. Middleton annually received a 1099 Miscellaneous Income statement from Green Lawnscaping. a. Christian Middleton was the party responsible for Green Lawnscaping tax filings. b. Middleton annually reported income received from Green Lawnscaping on Income Tax Schedule C underthe source heading of "Green Lawnscaping." Middleton received gross compensation totaling $147,999.00 from Green Lawnscaping between 2013 and 2017. a. Total compensation reported by Middleton is as follows: 2017 $27,600.00 tax returns 2 2016 $18,100.00 tax returns 2015 $32,114.00 tax returns 2014 $33,375.00 tax returns 2013 $36,810.00 account payments) $147,999.00. 2 For the 2017 tax year Middleton reported income in the amount of $26,100.00 from Green Lawnscaping. The $1,500.00 difference is the result of a $1,500.00 payment made to a member of Middleton's immediate family other than Christian Middleton. Middleton, 17 -030 Page I 38. Federal Income Tax Returns filed by Middleton for 2014 through 20173 report income from Social Security and Green Lawnscaping. a. During these filing years, Green Lawnscaping [was the source of] approximately 49.10% of Middleton's gross income. b. The percentage of gross income per year is as follows: Year Gross Green Lawnscaping Percentage 2017 $81,587.00 $27,600.00 33.83% 2016 $50,619.00 $18,100.00 35.76% 2015 $44,283.00 $32,114.00 72.52% 2014 $49,968.00 $33,375.00 66.79% Total $226,457.00 $111,189.00 49.10% 39. Christian Middleton received gross compensation totaling $43,118.00 from Green Lawnscaping between 2013 and 2017, as follows: 2017 $11,047.00 tax returns 2016 $13,942.00 tax returns 2015 $ 7,889.00 tax returns 2014 $ 8,415.00 tax returns 2013 1,825.00 account payments) $43,118.00 otal. a. In addition to the foregoing, Christian Middleton also made 58 loan payments totaling $17,071.72 to Fifth Third Bank from the PNC account between 2013 and 2017. 40. Between 2013 and 2017, Green Lawnscaping received payments totaling $209,326.00 from the PALCS, as detailed above. a. Of that paid to Green Lawnscaping, $147,999.00 was received bylpaid to Middleton. b. An additional $43,118.00 was received by /paid to Christian Middleton. C. Payment totals by year are detailed below: Year PALCS 1099 William Middleton Christian Middleton 2017 $40,981.25 $27,600.00 $11,047.00 2016 $37,828.75 $18,100.00 $13,942.00 2015 $41,628.75 $32,114.00 $7,889.00 2014 $43,684.75 $33,375.00 $8,415.00 2013 $45,202.80 $36,810.90 $1,825.00 $209,326.30 1 $147,999.00 1 $43,118.00 3 The Investigative Division was informed that Tax Returns for years prior to 2013 were not available. Middleton, 17 -030 7a— 41. On March 6, 2018, the PALCS Board enacted a Resolution relating to work performed for the PALCS by Green Lawnscaping. a. Excerpts of the PALCS Board's March 6, 2018, Resolution read, in part, as follows: Motion to approve a Resolution addressing approval and ratification of all prior motions by the Board approving payment of bills of the Corporation, including the bills submitted by Green Lawnscaping, LLC, since June 2010. The Contractor is a limited liability company whose principal member and manager is the President, Bill Middleton's son, Christian Middleton. The Contractor has performed landscaping work, snow removal, and related activities, for PALCS since 2010. From time to time, the Contractor presented bills for payment for services rendered to PALCS, which Contractor's bills were reviewed by the Administration and presented to the Board for review and approval in the ordinary course of business, payment of which was subsequently authorized and approved y the Board...There is neither record nor recollection that a single bill from the Contractor was presented separately to the Board for approval... Minutes of the Board Meetings show that the President voted in favor of these motions to approve the financial reports and authorize the CEO to make payment as funds are available, and that these motions often included Contractor's Bills along with all other bills so approved by the Board. Each Director stated that he or she was aware of the relationship between the Board President and the Contractor and felt that the relationship had a positive impact and benefited the Corporation. b. Middleton did not participate in the ratification of the Resolution. THE FOLLOWING FINDINGS RELATE TO ALLEGATIONS THAT MIDDLETON FILED DEFICIENT STATEMENTS OF FINANCIAL INTERESTS FOR CALENDAR YEARS 2014, 2015, AND 2016. 42. Middleton, in his official capacity as a Member of the PALCS Board, was annually required to file a Statement of Financial Interests by May 1st, reporting financial interests for the prior calendar year. 43. Statements of Financial Interests filed by Middleton with the PALCS include the following filings: a. Calendar Year: 2017 Dated: 01/19/2018 on form SEC -1 REV. 01118 Position: Board Member Governmental Entity: PALCS Creditors: None Direct/Indirect Income: Green Goods Direct and Green Lawnscaping Office, Directorship, or Employment in any Business: None All other financial interests: None. b. Calendar Year: 2016 Middleton, 17 -030 ag�T_ Dated: 01/20/17 on form SEC -1 REV. 01117 Position: Board Member Governmental Entity: No response Creditors: None Direct/Indirect Income: Green Goods Direct Office, Directorship, or Employment in any Business: No response All other financial interests: None. G. Calendar Year: 2015 Dated: 02/04/16 on form SEC -1 REV. 01113 Address: No response Position: Board Member Governmental Entity: No response Creditors: Wells Fargo Auto Loan, 10.9% Direct/Indirect Income: None All other financial interests: None. d. Calendar Year: 2014 Dated: 03/18/15 on form SEC -1 REV. 01112 Governmental Entity: No response Creditors: Wells Fargo Platinum Card, 10% Direct/Indirect Income: Green Goods Direct; Green Lawnscaping All other financial interests: None. e. Calendar Year: 2013 Dated: 04/30/14 on form SEC -1 REV. 01111 Position: School Board Governmental Entity: No response Creditors: Wells Fargo Bank, no rate listed Direct/Indirect Income: Green Lawnscaping, LLC.; Green Goods Direct, LLC. All other financial interests: None. Calendar Year: 2012 Dated: 04/25/13 on form SEC -1 REV. 01113 Position: School Board Creditors: Wells Fargo Bank, 7.99 %; Chase Bank, 9% Direct/Indirect Income: Green Goods, LLC.; Green Lawnscaping, LLC. All other financial Interests: None. g. Calendar Year: 2011 Dated: 04/27/12 on form SEC -1 REV. 01108 Position: Board Member, Auditor Creditors: Chase Visa Card, 16.99 %; Wells Fargo Visa, 16.99°/x; Chase Mastercard, 16.99 %; Citi Bank Card, 16.99 %; Bank America Credit Card, 16.99% Direct/Indirect Income. Green Goods Direct, LLC.; Green Lawnscaping, LLC. All other financial interests: None. 44. Middleton failed to report Green Lawnscaping as a direct/indirect source of income on Statement of Financial Interests forms filed for the 2015 and 2016 calendar years. a. Middleton received income totaling $32,114.00 from Green Lawnscaping during 2015. b. Middleton received income totaling $18,100.00 from Green Lawnscaping during 2016. Middleton, 17 -030 ag��- 45. Middleton failed to identify the PALCS as his Governmental Entity for calendar years 2013, 2014, 2015, and 2016. 46. Middleton failed to provide a response to "Address" on his 2015 calendar year filing. 47. Middleton failed to provide a response to Office, Directorship or Employment on his 2016 calendar year filing. 48. Middleton utilized the authority of his position as a Member and President of the PALCS Board in furtherance of a pecuniary benefit for himself, Christian Middleton - a member of his immediate family (son), and a business with which he /an immediate family member is associated, namely Green Lawnscaping, when he: a. Participated in discussions with the PALCS CEO, Dr. Hanak, resulting in Green Lawnscaping's continuous use by the PALCS as a vendor from 2013 through December 2017; b. Participated in the PALCS Board's approval of annual budgets, monthly financial reports, and bill payment authorizations which included funds paid to Green Lawnscaping; C. Allowed /authorized his facsimile signature to be affixed as a PALCS signatory on 115 checks issued to Green Lawnscaping; and d. Participated in action as a PALCS Board Member to purchase equipment for use by Green Lawnscaping. 49. Green Lawnscaping, a business with which Middleton and/or his son are associated, received gross payments totaling $209,326.30 from the PALCS between January 2013 and December 2017. a. Middleton received direct payments totaling $147,999.00 from Green Lawnscaping between January 2013 and December 2017. b. Middleton`s son, Christian Middleton, received direct payments totaling $43,118.00 from Green Lawnscaping between January 2013 and December 2017. Christian Middleton also made loan payments totaling $17,071.72 from the PNC account of Green Lawnscaping between February 5, 2013, and November 29, 2017. III. DISCUSSION: As a Member of the Board of Directors of the Pennsylvania Leadership Charter School ( "PALCS ") since approximately 2004, Respondent William Middleton, also referred to herein as "Respondent,' "Respondent Middleton," and "Middleton," has been a public official subject to the provisions of the Public Official and Employee Ethics Act ( "Ethics Act "), 65 Pa. C.S. § 1101 et sLq. The allegations are that Middleton violated Sections 1103(a), 1105(b)(1 , 1105 {b)(5), and 1105(b)(8) of the Ethics Act: (1) when he utilized the authority of his pulp is position to further a pecuniary benefit for himself, a member of his immediate family and/or a business with which he and /or member(s) of his immediate family are associated, namely Green Lawnscaping, LLC, when he participated in discussions and decision- making as to services to be completed by Green Lawnscaping, LLC for the PALCS, beyond those previously detailed within a pre - existing contract; (2 ) when he subsequently voted to approve payment of invoices from Green Lawnscaping, LLC for services provided beyond the pre - existing Middleton, 17 -030 Page e 15� contract; and 3) when he filed deficient Statements of Financial Interests ( "SFIs ") by failing to identify his'. Governmental Entity" for calendar years 2014, 2015, and 2016; providing no respoe to "Address" as to calendar year 2015; failing to disclose reportable income as to calendansr year 2015; and failing to respond to "Office, Directorship or Employment in any Business as to calendar year 2016. Per the Consent Agreement of the parties, the Investigative Division has exercised its prosecutorial discretion to nol pros the allegation under Section 1105(b (8) of the Ethics Act. Based upon the nol pros, we need not address the Section 1105 {b }8} allegation no longer before us. Pursuant to Section 1103(a) of the Ethics Act, a public official /public employee is prohibited from engaging in conduct that constitutes a conflict of interest: § 1103. Restricted activities (a) Conflict of interest. --No public official or public employee shall engage in conduct that constitutes a conflict of interest. 65 Pa.C.S. § 1103(a). The term "conflict of interest" is defined in the Ethics Act as follows: § 1102. Definitions "Conflict" or "conflict of interest." Use by a public official or public employee of the authority of his office or employment or any confidential information received through his holding public office or employment for the private pecuniary benefit of himself, a member of his immediate family or a business with which he or a member of his immediate family is associated. The term does not include an action having a de minimis economic impact or which affects to the same degree a class consisting of the general public or a subclass consisting of an industry, occupation or other group which includes the public official or public employee, a member of his immediate family or a business with which he or a member of his immediate family is associated. 65 Pa.C.S. § 1102. Section 1103(a) of the Ethics Act prohibits a public official /public employee from using the authority of public office /employment or confidential information received by holding such a public position for the private ecuniary benefit of the public official /public employee himself, any member of his immediate family, or a business with which he or a member of his immediate family is associated. Section 1105(b of the Ethics Act and its subsections detail the financial disclosure that a person required to file the SFI form must provide. Section 1105(b)(1) of the Ethics Act requires the filer to disclose on the SFI his name, address, and pubblic position. Subject to certain statutory exceptions not applicable to this matter, Section 1105(b)(5) of the Ethics Act requires the filer to disclose on the SFI the name and address of any direct or indirect source of income totaling in the aggregate $1,300 or more. Middleton, 17 -030 Page As noted above, the parties have submitted a Consent Agreement and Stipulation of Findings. The parties' Stipulated Findings are set forth above as the Findings of this Commission. We shall now summarize the relevant facts as contained therein. The PALCS is a Commonwealth - approved public cyber charter school for students in kindergarten through 12th grade who reside in Pennsylvania. The PALCS is governed by a five - Member Board of Directors ( "Board ") that holds ultimate authority over the PALCS's operations and administration. Middleton has served as a Member of the PALCS Board since approximately 2004 and as President of the PALCS Board since at least 2008. James Hanak, Ph.D. ( "Dr. Hanak ") is the founder of the PALCS. Dr. Hanak has Ex served as the Chief ecutive Officer of the PALCS since its initial chartering in 2004. As the Chief Executive Officer, Dr. Hanak is responsible for overseeing the daily operations of the PALCS, and he negotiates and approves all contracts on behalf of the PALCS. The PALCS maintains four physical locations of operation throughout the state. In pertinent part, the PALCS houses its main office and administrative operations at 1332 Enterprise Drive, West Chester, PA 19380 (the "Enterprise Drive Location "). The PALCS also operates the University Scholars Advanced Ideas Center, which is located at 1585 Paoli Pike, West Chester, PA 19380 (the "Paoli Pike Location "). Per the terms of the PALCS's lease /rental agreements, the PALCS is responsible for landscaping, lawn care, and snow removal for the Enterprise Drive Location and the Paoli Pike Location. Costs associated with these responsibilities are included as part of the PALCS's annual operating budget. During the winter of 2010 -2011, Laurel Gardens was responsible for performing lawn care and snow removal services for the Enterprise Drive Location and the Paoli Pike Location. Laurel Gardens was to utilize its own equipment to perform such services. Dr. Hanak and Middleton were not satisfied with the rates that Laurel Gardens charged the PALCS for snow removal and winter maintenance for the Enterprise Drive Location and the Paoli Pike Location, and around May 2011, they discussed seeking a new vendor for landscaping and snow removal. During their discussion, Middleton asked Dr. Hanak whether he would consider a bid from Middleton's son, Christian Middleton, for lawn care services for the Enterprise Drive Location and the Paoli Pike Location. Middleton informed Dr. Hanak that Christian Middleton was starting a landscaping business and that the PALCS would be his first client. Dr. Hanak agreed to entertain a bid from Christian Middleton and instructed Middleton to submit a proposal for landscaping services. Middleton indicated that any bid submitted by Christian Middleton and/or Middleton would be significantly less than what the PALCS had been paying to Laurel Gardens. On June 9, 2011, Christian Middleton filed a Certificate of Organization for a business entity identified as "Green Lawnscaping, LLC" ( "Green Lawnscaping ") with the Corporation Bureau of the Pennsylvania Department of State. On July 15, 2011, Dr. Hanak executed a contract with Green Lawnscaping that was signed b Christian Middleton as the owner of Green Lawnscaping. The contract was effective July 15, 2011, and contained no end date. The contract was for labor only and called for a monthly payment of $2,000.00, representing a minimum of sixteen grass cuts eryear, Additional work beyond lawn mowing, such as landscape installation and fertilizer /weed killer applications, was to be billed at $100.00 per hour, and tree pruning and branch /shrubbery removal were to be billed at $75.00 per hour. The contract did not specify rates for snow removal ar other winter maintenance. Begrnn�ng in 2012, Green Lawnscaping initiated snow removal services for the PALCS at rates ranging between $50.00 and $100.00 per hour. Green Lawnscaping did not own any landscaping tools or equipment at the time of its formation. The PALCS rented or purchased lawn care equipment to be used by Green Lawnscaping, including but not limited to push and riding lawn mowers, a tractor with Middleton, 17 -030 Page attachments, gas cans, shovels, a wheelbarrow, and a weed whacker. Green Lawnscaping provided lawn care and related services to the PALCS from July 2011 until December 2017, when Green Lawnscaping ceased providing such services due to conflict of interest allegations. While Green Lawnscaping was servingg as a vendor to the PALCS, the PALCS /Dr. Hanak received several unsolicited pproposals from other entities for landscaping, lawn care, or snow removal services. Dr. Hanak dismissed the proposals without presenting them to the PALCS Board for consideration. The amount and scope of work to be performed by Green Lawnscaping on behalf of the PALCS was left to the discretion of Middleton and was not brought before the PALCS Board for preapproval or consideration. Authorization for additional services was granted by the PALCS as a result of discussions between Middleton and Dr. Hanak. Middleton advised Dr. Hanak of additional work that he believed was needed, or he informed Dr. Hanak of work after it was completed. Dr. Hanak accepted Middleton's assessment of what work beyond lawn mowing was necessary, relying on Middleton's experience in the landscape /nursery business and the fact that Middleton was a Member of the PALCS Board. Between January 2013 and December 2017, Middleton, who had administrative and labor- related duties and responsibilities with Green Lawnscapping, received gross compensation totaling $147,999.00 from Green Lawnscaping. Middleton's duties and responsibilities with Green Lawnscaping included arranging /coordinating the time, scope, and volume of work to be completed by Green Lawnscaping on behalf of the PALCS, performin lawn mowing and other labor at the Enterprise Drive Location and the Paoli Pike LOCaTion, and drafting and generating invoices submitted to the PALCS for payment. Middleton hand - delivered invoices from Green Lawnscaping to Dr. Hanak for review/approval and payment. Upon receiving an invoice from Middleton, Dr. Hanak signed the invoice and forwarded it to the Director of Business Administration, who then prepared a check to Green Lawnscaping. The check was handed directly to Middleton, usually the same day that the invoice was submitted for payment. Middleton participated in actions of the PALCS Board to approve the PALCS operating budgets for the 2012 -13 through the 2017 -18 school years, which included funding allocated for landscaping services. Between January 013 and December 2017, the PALCS issued 130 checks totaling $209,326.30 to Green Lawnscaping for services rendered. The total amount paid to Green Lawnscaping by the PALCS consisted of $90,850.00 for grass cutting and $118.476.30 for additional or "add on" services. Middleton allowed or authorized his facsimile signature to be affixed as a PALCS signatory on 115 of the 130 checks that the PALCS issued to Green Lawnscaping. Middleton participated in votes of the PALCS Board that approved or authorized all of the 130 payments issued to Green Lawnscaping through the approval of the monthly financial report and/or bills to be paid list. Asa Member of the PALCS Board, Middleton is required to annually file an SFI by May 1 containing information for the prior calendar year. Middleton failed to identify the PALCS as his "Governmental Entity" on SFIs filed for the 2014, 2015, and 2016 calendar years. Middleton failed to rovide a response to "Address" on his SFI filed for the 2015 calendar Year. Middleton further failed to report Green Lawnscaping as a direct/indirect source of income on his SFI filed for the 2015 calendar year. (We parenthetically note that although the Stipulated Findings provide that Middleton also failed to. (1) identify the PALCS as his °Governmental Entity" on his SFI filed for the 2013 calendar year; and (2) report Green Lawnscaping as a direct/indirect source of income on his SFi filed for the 2016 calendar year, such failures are not encompassed within the allegations in the instant matter.) Middleton, 17 -030 agP e fi- Having highlighted the Stipulated Findings and issues before us, we shall now apply the Ethics Act to determine the proper disposition of this case. The parties' Consent Agreement sets forth a proposed resolution of the allegations as follows: The Investigative Division will recommend the following in relation to the above allegations: That a violation of Section 1103(a) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1103(a), occurred when William Middleton, in his capacity as the President of the Board of Directors for the Pennsylvania Leadership Charter School ( "PALCS "), participated in discussions and decisions as to services to be completed for the PALCS by Green Lawnscaping, LLC, a business with which he and/or his son are associated; and when he voted to authorize /approve payment to Green Lawnscaping, LLC from the PALCS. b. That a violation of Section 1105(b)(1) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1105(b)(1), occurred when, as a public official/public employee, Middleton filed deficient Statements of Financial Interests by failing to identify his "Governmental Entity" for calendar years 2014, 2015, and 2016; and when he provided no response to "Address" as to calendar year 2015. That a violation of Section 1105(b)(5) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1105(b)(5 ), occurred when, as a public official/public employee, Middleton filed a deficient Statement of Financial Interests by failing to identify Green Lawnscaping, LLC as a reportable source of income as to calendar year 2015. d. That no violation of Section 1105(b)(8) of the Public Official and Employee Ethics Act, 65 Pa.C.S. § 1105(b)(8), occurred as the Investigative Division chooses to nolle pros the allegation, due to insufficient evidence. 4. Middleton agrees to make payment in the amount of $10,000.00 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. =tely of this Agreement, Middleton agrees that he will resign from his position as a Member of the Board of Directors for the Pennsylvania Leadership Charter School ( "PALCS "). Middleton agrees to neither seek nor hold any Middleton, 17 -030 fiag�9— position with the Pennsylvania Leadership Charter School ( "PALCS ") until at least January 2020. 6. To the extent he has not already done so, Middleton agrees to file complete and accurate amended Statements of Financial Interests with the Pennsylvania Leadership Charter School (`PALCS "), through the Pennsylvania State Ethics Commission, for calendar years 2014, 2015, and 2016 within thirty (30) days of the issuance of the final adjudication in this matter. 7. Middleton agrees to not accept any reimbursement, compensation or other payment from the Pennsylvania Leadership Charter School ('PALCS "), representing a full or partial reimbursement of the amount paid in settlement of this matter. The Investigative Division will recommend that the State Ethics Commission take no further action in this matter; and make no specific recommendations to any law enforcement or other authority to take action in this matter. Such, however, does not prohibit the Commission from initiating appropriate enforcement actions in the event of Respondent's failure to comply with this agreement or the Commission's order or cooperating with any other authority who may so choose to review this matter further. Consent Agreement, at 2 -3. In considering the Consent Agreement, we accept the recommendation of the parties for a finding that a violation of Section 1103(a) of the Ethics Act occurred when Middleton, in his capacity as a Member and President of the PALCS Board, participated in discussions and decisions as to services to be completed for the PALCS byy Green Lawnscapingg, a business with which he and/or his son are associated; and when he voted to authorizelapprove payment to Green Lawnscaping from the PALCS. From July 2011 until December 2017, Green Lawnscaping, a business owned by Middleton's son, Christian Middleton, provided lawn care and related services to the PALCS. Middleton had administrative and labor - related duties and responsibilities with Green Lawnscaping that involved the work performed by Green Lawnscaping for the PALCS. The contract between Green Lawnscaping and the PALCS called for a monthly payment for lawn mowing, and additional work beyond lawn mowing was to be billed at various hourly rates. Middleton used the authority of his public position as a Member and President of the PALCS Board when he had discussions with Dr. Hanak, the Chief Executive Officer of the PALCS, about additional work beyond lawn mowing that he believed was needed. Between January 2013 and December 2017, the PALCS issued 130 checks totaling $209,326.30 to Green Lawnscaping for services rendered. The total amount paid to Green Lawnscaping included $118,476.30 for additional or "add on" services. Middleton used the authority of his public position when he participated in votes of the PALCS Board that approved or authorized all of the 130 payments issued to Green Lawnscaping through the approval of the monthly financial report and/or bills to be paid list. With each element of a violation of Section 1103(a) met, we hold that Middleton violated Section 1103(a) of the Ethics Act, 65 Pa.C.S. § 1103(a), when, in his capacity as a Middleton, 17 -030 ag0— Member and President of the PALCS Board, he participated in discussions and decisions as to services to be completed for the PALLS by Green Lawnscaping, a business with which he and/or his son are associated; and when he voted to a uth orizelap prove payment to Green Lawnscaping from the PALCS. Turning to the allegations regarding Middleton's SFIs, we hold that: (1) a violation of Section 1105(%1) of the Ethics Act, 65 Pa.C.S. § 110%b)(1), occurred when Middleton filed deficient SFIIs by failing to identify his "Governmental) Emity" for calendar years 2014, 2015, and 2016; and when he provided no response to "Address" as to calendar year 2015; and (2) a violation of Section 1105(bg5) of the Ethics Act, 65 Pa.C.S. § 1105(b)(5), occurred when Middleton filed a deficient SFI by failing to identify Green Lawnscaping as a reportable source of income as to calendar year 2015. As part of the Consent Agreement, Middleton has agreed to make payment in the amount of $10,000.00 payable to the Commonwealth of Pennsylvania and forwarded to this Commission within thirty (30) days of the issuance of the final adjudication in this matter. Middleton has further agreed to not accept an reimbursement, compensation or other payment from the PALCS representing a fufl or partial reimbursement of the amount paid in settlement of this matter. To the extent he has not already done so, Middleton has agreed to file complete and accurate amended SFIs with the PALCS, through this Commission, for calendar years 2014, 2015, and 2016 within thirty (30) days of the issuance of the final adjudication to this matter. Finally, Middleton has agreed that he will immediately resign from his position as a Member of the PALCS Board and that he will neither seek nor hold any position with the PALCS until at least January 2020. 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, Middleton is directed to make payment in the amount of $10,000.00 payable to the Commonwealth of Pennsylvania and forwarded to this Commission by no later than the thirtieth (30th) day after the mailing date of this adjudication and Order. Middleton is directed to not accept any reimbursement, compensa ?ion or other payment from the PALCS representing a full or partial reimbursement of the amount paid in settlement of this matter. To the extent he has not already done so, Middleton is directed to file complete and accurate amended SFIs for calendar years 2014, 2015, and 2016 with the PALCS, through this Commission, by no later than the thirtieth (30th) day after the mailing date of this adjudication and Order. Finally, Middleton is ordered to fulfill his agreement that he will immediately resign from his position as a Member of the PALCS Board and will neither seek nor hold any position with the PALCS until at least January 2020. Compliance with the foregoing will result in the closing of this case with no further action by this Commission. Noncompliance will result in the institution of an order enforcement action. IV. CONCLUSIONS OF LAW: 1. As a Member of the Board of Directors of the Pennsylvania Leadership Charter School ("PALCS") since approximately 2004, Respondent William Middleton Middleton, 17 -030 agP�I- ( "Middleton ") has been a public official subJject to the provisions of the Public Official and Employee Ethics Act ( "Ethics Act'), 65 Pa.C.S. § 1101 et seq. 2. Middleton violated Section 1103(a) of the Ethics Act, 65 Pa.C.S. § 1103(a), when, in his capacity as a Member and president of the Board of Directors of the PALCS, he participated in discussions and decisions as to services to be completed for the PALCS by Green Lawnscaping, LLC, a business with which he and/or his son are associated; and when he voted to authorize /approve payment to Green Lawnscaping, LLC from the PALCS. A violation of Section 1105(b)(1) of the Ethics Act, 65 Pa.C.S. § 110%)(1), occurred when Middleton file( deficient Statements of Financial Interests by failing to identify his "Governmental Entity" for calendar years 2014, 2015, and 2016; and when he provided no response to "Address" as to calendar year 2015. A violation of Section 1105(b)(5) of the Ethics Act, 65 Pa.C.S. § 1105U.5), occurred when Middleton file( a deficient Statement of Financial Interests by failing to identify Green Lawnscaping, LLC as a reportable source of income as to calendar year 2015. In Re: William Middleton, File Docket: 17 -030 Respondent Date Decided: 10/23/18 Date Mailed: 10/31/18 ORDER NO. 1 742 William Middleton ( "Middleton ") violated Section 1103(a) of the Public Official and Employee Ethics Act ( "Ethics Act "), 65 Pa.C.S. § 1103(a), when, in his capacity as a Member and President of the Board of Directors of the Pennsylvania Leadership Charter School ( "PALCS?6r he participated in discussions and decisions as to services to be completed the PALCS by Green Lawnscaping, LLC, a business with which he and/or his son are associated; and when he voted to authorize /approve payment to Green Lawnscaping, LLC from the PALCS. 2. A violation of Section 1105(b)(1) of the Ethics Act, 65 Pa.C.S. § 1105(b)(1), occurred when Middleton file( deficient Statements of Financial Interests by ailing to identify his "Governmental Entity" for calendar years 2014, 2015, and 2016; and when he provided no response to "Address" as to calendar year 2015. 3. A violation of Section 11051b)(5) of the Ethics Act, 65 Pa.C.S. § 1105(_b)(5), occurred when Middleton file( a deficient Statement of Financial Interests by ailing to identify Green Lawnscaping, LLC as a reportable source of income as to calendar year 2015. 4. Per the Consent Agreement of the parties, Middleton is directed to make payment in the amount of $10,000.00 payable to the Commonwealth of Pennsylvania and forwarded to the Pennsylvania State Ethics Commission by no later than the thirtieth (30th) day after the mailing date of this Order. 5. Middleton is directed to not accept any reimbursement, compensation or other payment from the PALCS representing a full or partial reimbursement of the amount paid in settlement of this matter. 6. To the extent he has not already done so, Middleton is directed to file complete and accurate amended Statements of Financial Interests for calendaryears 2014, 2015, and 2016 with the PALCS, through the Pennsylvania State Ethics Commission, by no later than the thirtieth (30th) day after the mailing date of this Order. 7. Middleton is ordered to fulfill his agreement that he will immediately resign from his position as a Member of the PALCS Board of Directors and will neither seek nor hold any position with the PALCS until at least January 2020. Compliance with paragraphs 4, 5, 6, and 7 of this Order 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. BY THE COMMISSION, ,04 EMMA. .. a.-