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OFFICE OF LIQUIDATION AND REHABILITATIONS SHOW THIS NUMBER ON INVOICE
SERVICE PURCHASE CONTRACT 1032
PROVIDE SERVICE TO AGENCY: BILL TO: (Provide original
and two(2) copies of invoice)
Bureau of Rehabilitation Admin
901 North Seventh Street Statutory Liquidator For
Harrisburg, Pennsylvania 17102 Corporate Life
901 N 7th Street
Harrisburg, PA 17102
CONTRACTOR INFORMATION Date Prepared: 04/03/95
Name: Walnut Equipment Leasing Co., Inc. Effective Date: 04/03/95
Address: 101 West City Ave., Suite 2146
Bala Cynwyd, PA 19004 Federal ID/SS #: 23-1712443
Tele #: (610) 668-0707 License/Registration #: n/a
Termination Date Anticipated Delivery Date Contract Not to Exceed
06/30/97 / / $contingent fee 50% + costs
SERVICES REQUESTED QUANTITY UNIT PRICE TOTAL PRICE
Servicing of performing 75 files valued 50% Contingency 906,271.00
lease files. Collection @ 1,812,542.75 est. court costs 5,000.00
of non-performing lease -----------
files. TOTAL $911,271.00
CONTRACTOR AGREES TO THE TERMS AND CONDITIONS ON THE ATTACHMENTS, IF ANY, WHICH
ARE PART OF THIS CONTRACT. THIS CONTRACT IS NOT VALID OR ENFORCEABLE UNTIL
FULLY EXECUTED, APPROVED, AND DELIVERED TO THE CONTRACTOR.
Other conditions or agreements.
Attachment A
Purpose and justification for above.
Tracee Gotwalt William Shapiro 5/18/95
Agency Contact Contractor's Signature Date
(717) 787-6009 President
Telephone Number Contractor's Title
AUTHORIZED AGENCY ATTORNEY AGENCY HEAD (Or Designee)
Signature: Signature:
Date: Date:
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PA INSURANCE DEPARTMENT
Service Purchase Contract Office of Liquidations and Rehabilitations
Terms and Conditions
Contract No. 1032
A. COMPENSATION
1. Billing
a. The contractor shall submit monthly invoices to the attention of:
Office of Liquidations and Rehabilitations, Bureau of Liquidations
Administration, 901 North Seventh Street, Harrisburg, Pennsylvania
17102, Attention: Mark Leschik, for services performed during each such
period. The amount shown on each invoice for labor cost shall be in
accordance with the rates established in this contract.
b. Contractor billings must include personnel class, work hours, hourly
rate, and itemized expenses. Contractor will bill for actual services
rendered not to exceed the contract cap amount.
c. Any expenses incurred for travel must be billed in accordance with
Commonwealth Travel Regulations. The following is a summary of travel
regulations in force at the date of guideline issuance. (You will be
advised of any change in the Commonwealth Travel Regulations.):
* All travelers should minimize travel expenses to a reasonable degree.
Public transportation should be utilized if the cost of travel is less
than private transportation.
* You should attempt to obtain discounted, but not non-cancelable,
tickets.
* Hotel lodging is only authorized if it is necessary for you to stay
overnight and the overnight location is greater than fifty (50) miles
from your headquarters office.
* You should obtain lodging at the least expensive of three (3) hotels
with available space within a reasonable distance from your meeting
location.
* Receipts are required for all travel expenses greater than fifteen
($15.00) dollars, except for subsistence (meals).
* Non-subsistence is reimbursable for meals incurred on non-overnight
travel.
* Taxi-cab use is not authorized where airport limousine or shuttle
service is available.
d. All billable expenses are subject to audit by the Liquidator. Receipts
for all billable expenses may be requested prior to payment.
B. CONFLICT OF INTEREST
1. Notice of any actual or potential conflict of interest shall be given to
the Liquidator.
2. Any conflicts will be resolved in favor of the Liquidator, by the
Liquidator, or, in the alternative, the Liquidator shall have the option to
terminate this agreement if the conflict cannot be resolved.
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C. NON-DISCRIMINATION CLAUSE
During the term of this contract, the contractor agrees as follows:
1. The contractor shall not discriminate against any employee, applicant for
employment, independent contractor, or any other person because of race,
color, religious creed, handicap, ancestry, national origin, age, or sex.
The contractor shall take affirmative action to insure that applicants are
employed and that employees or agents are treated without regard to their
race, color, religious creed, handicap, ancestry, national origin, age, or
sex during employment. Such affirmative action shall include, but is not
limited to, employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms
of compensation, and selection for training.
2. The contractor shall, in advertisements or requests for employment placed
by them or on its behalf, state that all qualified applicants will receive
consideration for employment without regard to race, color, religious
creed, handicap, ancestry, national origin, age, or sex.
3. The contractor shall send each labor union or workers representative with
which it has a collective bargaining agreement or other contract or
understanding, a notice advising said labor union or workers representative
of its commitment to this non-discrimination clause. Similar notice shall
be sent to every other source of recruitment regularly utilized by the
contractor.
4. It shall be no defense to a finding of non-compliance with this
non-discrimination clause that the contractor had delegated some of its
employment practices to any union, training program, or other source of
recruitment which prevents it from meeting its obligations. However, if the
evidence indicates that the contractor was not on notice of the third party
discrimination or made a good faith effort to correct it, such factor shall
be considered in mitigation in determining appropriate sanctions.
5. Where the practices of a union or any training program or other source of
recruitment will result in the exclusion of minority group persons, so that
the contractor will be unable to meet its obligations under this
non-discrimination clause, the contractor shall then employ and fill
vacancies through other non-discriminatory employment procedures.
6. The contractor shall comply with all state and federal laws prohibiting
discrimination in hiring or employment opportunities. In the event of the
contractor's non-compliance with the non-discrimination clause of this
contract or with any such laws, this contract may be terminated or
suspended, in whole or in part, and the contractor may be declared
temporarily ineligible for further Liquidator contracts, and other
sanctions may be imposed and remedies invoked.
7. The contractor shall furnish all necessary employment documents and records
to, and permit access to its books, records and accounts by the Liquidator,
for purposes of investigation to ascertain compliance with the provisions
of this clause. If the contractor does not possess documents or records
reflecting the necessary information requested, it shall furnish such
information on reporting forms supplied by the Liquidator.
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8. The contractor shall actively recruit minority and women subcontractors, as
well as subcontractors with substantial minority representation among their
employees.
9. The contractor shall include the provisions of this non-discrimination
clause in every subcontract so that such provisions will be binding upon
each subcontractor.
10. The contractor's obligations under this clause are limited to the firm's
offices within the state of Pennsylvania.
D. CONTRACTOR INTEGRITY PROVISIONS
1. The contractor shall not, in connection with this or any other agreement
with the Liquidator, directly or indirectly, offer, give, agree, or promise
to give anyone any gratuity for the benefit of or at the direction or
request of any officer or employee of the Liquidator.
2. Except with the consent of the Liquidator, neither the contractor nor
anyone in privity with the contractor shall accept or agree to accept from,
or give or agree to give to any person, any gratuity from any person in
connection with the performance of work under this agreement except as
provided herein.
3. Except with the consent of the Liquidator, the contractor shall not have a
financial interest involving any other party to this action.
4. The contractor, upon being informed that any violation of these provisions
has occurred, or may occur, shall immediately notify the Liquidator in
writing.
5. The contractor, by execution of this agreement and by the submission of any
bills or invoices for payment pursuant thereto, certifies and represents
that he has not violated any of these provisions.
6. For violation of any of the above provisions, the Liquidator may terminate
this and any other agreement with the contractor and claim liquidated
damages in an amount equal to the value of anything received in breech of
these provisions, claim damages for all expenses incurred in obtaining
another contractor to complete performance hereunder, and debar and suspend
the contractor from doing business with the Liquidator. These rights and
remedies are cumulative, and the use or non-use of any one shall not
preclude the use of all or any others. These rights and remedies are in
addition to those the Liquidator may have under law, statute, regulation,
or otherwise.
E. CONTRACTOR AUDIT PROVISIONS
1. This contract is subject to audit by the Liquidator and or its designated
representatives, including audits of actual costs incurred. The contractor
agrees to maintain records which will support the charges claimed against
the contract. At the direction of the Liquidator, all of the contractor's
books and records related to this contract will be made available for audit
at a site designated by the Liquidator.
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The contractor shall preserve books, documents, and records sufficient to
justify the charges billed to the Liquidator for three (3) years after
expiration of the contract, or until all questioned items are resolved after
the services are furnished under this contract. The contractor shall give full
and free access to all records to the Liquidator and or its authorized
representative.
2. Upon termination of this contract, the contractor will turn over to the
Liquidator all information and research developed pursuant to this
contract.
3. The contractor will make records in their possession pertaining to this
contract available for inspection at the offices of the Liquidator upon
request.
F. CONTRACTOR RESPONSIBILITY PROVISIONS
1. Contractor certifies that it is not currently under suspension or debarment
by the Commonwealth of Pennsylvania, any other state, or the federal
government.
2. If contractor enters into any subcontracts under this contract with
sub-contractors who are currently suspended or debarred by the Commonwealth
of Pennsylvania, any other state, or the federal government, or who became
suspended or debarred by the Commonwealth of Pennsylvania, any other state,
or the federal government during the term of this contract, or any renewals
thereof, the Liquidator shall have the right to require the contractor to
terminate such sub-contracts.
3. The contractor agrees that it shall be responsible for reimbursing the
Liquidator for all necessary and reasonable costs and expenses incurred by
the Office of the Inspector General relating to an investigation of the
contractor's compliance with the terms of this or any other agreement
between the contractor and the Liquidator which results in the suspension
or debarment of the contractor.
G. OFFSET PROVISION FOR LIQUIDATOR CONTRACTS
1. The contractor agrees that the Liquidator may offset the amount of any
state tax liability owed to the Commonwealth, or other debt of the
contractor, or its subsidiaries, that is owed to the Liquidator or the
Commonwealth, and not being contested on appeal against any payments due
the contractor under this or any other contract with the Liquidator.
H. PROVISIONS CONCERNING THE AMERICANS WITH DISABILITIES ACT
During the term of this contract, the contractor agrees as follows:
1. Pursuant to federal regulations promulgated under the authority of The
Americans With Disabilities Act, 28 C.F.R. Section 35.101 et seq., the
contractor understands and agrees that no individual with a disability
shall, on the basis of the disability, be excluded from participation in
this contract or from activities provided for under this contract. As a
condition of accepting and executing this contract, the contractor agrees
to comply with the General Prohibitions Against Discrimination, 28 C.F.R.
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Section 35.130, and all other regulations promulgated under "Title ll" of
The Americans With Disabilities Act which are applicable to the benefits,
services, programs, and activities provided by the Commonwealth of
Pennsylvania through contracts with outside contractors.
2. The contractor shall be responsible for and agree to indemnify and hold
harmless the Liquidator from all losses, damages, expenses, claims,
demands, suits, and actions brought by any party as a result of the
contractor's failure to comply with the provisions of paragraph 1, above.
I. LIQUIDATOR HELD HARMLESS
1. The contractor agrees to indemnify, defend, and save harmless the
Liquidator, its officers, agents, and employees from any and all claims,
suits, actions, judgments, and losses accruing or resulting to any and all
contractors, subcontractors, materialmen, laborers, and any other persons,
firms, or corporations furnishing or supplying work, services, materials or
supplies in connection with the performance of this contract, and from any
and all claims, losses, costs, and expenses accruing or resulting to any
person, firm, or corporation for injury, death, or property damage caused
by acts or omissions of the contractor, its employees, or agents in the
performance of this contract and against any liability including, without
limitations, costs and expenses for violation of proprietary rights, or
right of privacy, arising out of the publication, translation,
reproduction, delivery, performance, use, or disposition of any data
furnished under this contract or based on any libelous or other unlawful
matter contained in such data. The Liquidator agrees to notify the
contractor within a reasonable time of any written claims or demands for
which the contractor is responsible under this paragraph.
J. CONFIDENTIALITY
1. The contractor agrees to protect the confidentiality of any files, data, or
other materials provided by the Liquidator, any other party, or developed
in the course of its duties. Any such data or information shall be
restricted in use and purpose to the performance of this contract.
K. ENTIRE CONTRACT
1. This agreement constitutes the entire contract between the parties. There
are no promises, terms, conditions, or obligations other than those
contained herein, and this contract shall supersede all previous
communications, representations, or contracts, either oral or written,
between the parties hereto concerning the services set out herein.
2. This contract may be amended; however, no amendment to this contract shall
be effective unless it is in writing and signed by all parties to the
initial contract.
3. Contractor agrees to comply with all applicable laws and regulations of the
Commonwealth in carrying, out this contract.
4. Contractor, its agents and employees, shall act in an independent capacity,
and shall not act or be deemed to act as officers, employees or agents of
the Statutory Liquidator.
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5. Regardless of provisions to the contrary found elsewhere in the provisions
of this contract, the laws of the Commonwealth of Pennsylvania shall be
used in the interpretation of this contract and shall prevail over the laws
of any other state in the construction of this contract.
6. Performance of this contract is not assignable without prior written
consent of the Statutory Liquidator.
7. In carrying out the Contract, the Contractor shall minimize pollution and
shall strictly comply with all applicable environmental laws and
regulations.
8. Contractor and the Statutory Liquidator recognize that in actual economic
practice, overcharges by contractors suppliers resulting from violations of
state or federal antitrust laws are in fact borne by the Commonwealth. As
part of the consideration for the award of the contract, and intending to
be legally bound, contractor assigns to the Commonwealth all rights, title
and interest in and to any claims contractor now has or may hereafter
acquire under state or federal antitrust laws relating to the goods or
services which are the subject of this contract.
L. TERMINATION - AMENDMENT
1. This contract may be terminated, at will, by the Liquidator.
2. This contract may be terminated by the contractor upon thirty (30) days
written notice to the Liquidator.
3. This contract may be amended for additional service hours or expenses, or
may be extended if additional unanticipated work is required and
authorized.
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Attachment A
1. PURPOSE AND JUSTIFICATION
The purpose of this contract is to provide servicing of performing
equipment leases and collection of non-performing lease receivables.
This contract is justified because the Statutory Liquidator does not have
the expertise on staff to service equipment leases, recover and dispose of
residuals and collect non-performing lease obligations. Several firms were
invited to submit bids to either purchase the leases or service them for
the Liquidator. After due diligence, only two bids were received; both bids
asked for a 50% contingent fee from all sums recovered. Liquidators staff
feels Contractor can best provide the needed services.
2. DESCRIPTION OF SERVICES
A. Contractor will provide lease servicing which shall include but not be
limited to:
Collecting and accounting for lease payments recovering leased
equipment at the termination of the lease and disposing of the
equipment.
Collecting through judicial or non-judicial means rents due from
non-performing lessees.
B. Contractor will further:
Prepare on behalf of a given estate pursuant to authorization from the
Liquidator, necessary documents pertaining to the collections of the
above mentioned leases or arising out of such activity.
C. Contractor will further provide advice and a written recommendation to
the Liquidator if it is determined that it is no longer feasible to
pursue recovery of any particular lease.
D. Contractor will further brief the Liquidator as to any filings or court
appearances at least 90 days in advance, whenever possible, and if
possible, notify the Liquidator as soon as the firm receives
notification.
E. Contractor will provide the Liquidator with a quarterly report which
summarizes litigation events and any recommendations regarding
litigation, lists the status of each file including the recap of
collections and funds transmitted to the Liquidator. The report must
also total all contingent fees retained by the firm per calendar year
(January 1 through December 31).
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F. Contractor will obtain authorization from the Liquidator for any
compromise of her claim or for any payment plan longer than one year in
duration.
G. The Liquidator reserves the right to represent herself, on any specific
claims and determinations, as its sole judgement determines.
H. Contractor, on an as required basis, shall calculate sales tax due and
complete the necessary tax filings for submission by the Statutory
Liquidator.
3. COMPENSATION
A. Both parties to this agreement recognize the contingent nature of these
claims. Accordingly, Contractor will be compensated with a contingent
fee of fifty percent (50%) net of sales taxes for each claim for which
a recovery is obtained, payable at the time monies are recovered, as
the result of any settlement or verdict. If no recovery is made, the
firm shall bear the loss of all time invested. No hourly fee will be
billed or paid.
B. If Contractor recommends audit, accounting, actuarial or other outside
professional services, Contractor must submit to the Liquidator a
written description of the nature, scope, type and estimated number of
hours of professional services required. The Liquidator will review the
submission, make a determination, and proceed with negotiations with
the approved outside entity. The Liquidator will contract directly with
any outside vendors necessary to assist Contractor unless the
Liquidator expressly authorizes Contractor to do so, in writing.
C. Contractor shall submit quarterly itemized billings, consistent with
guidelines the Liquidator may periodically issue, which fully and
completely disclose reimbursable costs incurred. The bill shall include
a cover sheet detailing the matter assigned, the amount billed to date.
Separate matters being handled by Contractor shall be invoiced
individually. Each invoice shall be submitted to the estate for which
services were rendered.
D. "Reimbursable Costs" shall include only the filing fees, recording
fees, and service fees. No other costs shall be billed or reimbursed.
E. All recoveries shall be remitted to the Liquidator within thirty (30)
days of collection with a billing that show the total amount recovered,
the fifty percent (50%) contingent fee deducted, and the amount
remitted to the Liquidator. A copy of the check or other instrument
documenting the total amount recovered must be submitted along with the
billing. Only the contingent percentage and sales tax may be deducted
from the recovery. All reimbursable costs must be billed on a quarterly
basis.
F. For time invested in review and determination of the prospects of
collection, a fee of $100.00 will be paid on each lease which is deemed
uncollectible.
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G. All sales tax filings will be calculated by Contractor at no cost to
the Statutory Liquidator.
4. STATUTORY LIQUIDATOR BILLING GUIDELINES
A. All billing should be by specific assignment to include the name of the
liquidated company and the name of the specific case or claim, and the
claim or case number if one is assigned. Aggregating categories of
cases or a wide variety of activities under headings such as "direct
action matters" or "general" is unacceptable.
B. All billings for any reimbursable costs incurred should be submitted
quarterly on a regular and timely basis.
C. Bills are submitted to the Office of Liquidations & Rehabilitations for
review and approval. If billing clarifications or revisions are
requested, resubmit the clarification information or revised bill to
the Office of Liquidations & Rehabilitations, 901 North Seventh Street,
Harrisburg, Pa 17102, Attn: Tracee Gotwalt.
D. In a cover letter enclosing each bill, please indicate the total to
date billed by carrier, case, or claim as well as the total for the
current calendar year for each matter billed.