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Home My WebLink About09-6272The Reynolds and Reynolds Company vs Cumberland Valley - Complaint page 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, CIVIL DIVISION THE REYNOLDS AND REYNOLDS COMPANY, Plaintiff, CIVIL ACTION - LAW No. CA - (,aia Civil l e m vs. CUMBERLAND VALLEY MOTORS, INC., COMPLAINT IN CIVIL ACTION Defendant. Filed on Behalf of Plaintiff, THE REYNOLDS AND REYNOLDS' COMPANY COUNSEL OF RECORD FOR THIS PARTY: John R. Keating, Esquire PA I.D. No. 52779 KEATING LAW FIRM, P.C. 4232 Northern Pike, Suite 202 Monroeville, PA 15146 (412) 856-8484 Phone (412) 856-4444 Fax The Reynolds and Reynolds Company vs Cumberland Valley - Complaint page 2 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, CIVIL DIVISION THE REYNOLDS AND REYNOLDS COMPANY, CIVIL ACTION - LAW Plaintiff, vs. CUMBERLAND VALLEY MOTORS, INC., Defendant. No. NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claim set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, THEN YOU SHOULD GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ON AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. NOTICE TO DEFEND Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 The Reynolds and Reynolds Company vs Cumberland Valley - Complaint page 3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, CIVIL DIVISION THE REYNOLDS AND REYNOLDS ) COMPANY, ) Plaintiff, ) vs. ) CUMBERLAND VALLEY MOTORS, INC., ) Defendant. ) CIVIL ACTION - LAW No. O 9. 6 .1 7d. Luis.? I&. COMPLAINT IN CIVIL ACTION 1. Plaintiff, THE REYNOLDS AND REYNOLDS COMPANY (hereinafter "Plaintiff") a corporation doing business at 1 Reynolds Way, Dayton, Ohio 45430. 2. Defendant, CUMBERLAND VALLEY MOTORS, INC., ("Defendant") is a corporation doing business in the Commonwealth of Pennsylvania having an address of 6714-20 Carlisle Pike, Mechanicsburg, Cumberland County Pennsylvania, 17050. 3. On or about June 15, 2001, Defendant entered into a Master Agreement, (hereinafter "Agreement") with Plaintiff seeking to establish or to maintain the ability to lease Plaintiffs equipment and services on credit. A true and correct copy of the Agreement was provided to the defendant when entered and has not been attached hereto because of its volume. 4. After receiving the executed Agreement Plaintiff provided the equipment and services to the Defendant under the lease agreement as reflected on Exhibit "1" pages 1 and 7. 5. Between on or about December 31, 2008 and February 2, 2009, Plaintiff, The Reynolds and Reynolds Company vs Cumberland Valley - Complaint page 4 at the request of the Defendant and in reliance on the aforementioned Agreement, leased the subject equipment and services at the times and in the amounts fully set forth on Plaintiffs invoices, a true and correct copy of which are attached hereto, made a part hereof and are marked as Exhibits "2" through "4". 6. Attached hereto, made a part hereof and marked as Exhibit "5" is a true and correct copy of Plaintiffs Statement of Defendant's Account showing all open invoices and finance charges through July 22, 2009 of $14,189.73. 7. The lease amounts charged for the said goods and materials were the fair, reasonable and market prices of the same at the time they were leased to the Defendant and further are the prices that it agreed to pay. 8. Plaintiff has demanded payment of the balance due of $14,189.73, but Defendant has failed and refused to pay. 9. In addition to the principal balance, Plaintiff demands interest at the legal rate of 6% per annum from an average due date of August 22, 2009. WHEREFORE, Plaintiff requests judgment in its favor and against the Defendant, CUMBERLAND VALLEY MOTORS, INC. in the principal sum of $14,189.73 with interest at a rate of 6% thereon from August 22, 2009 and cost. KEATING LAW FIRM, P.C. The'Reynolds and Reyno Agreem tt Ntmtber MSL&03 Customer/Lessee tH9 b61PA GRAY 2499 0#37LG?S Comp y Exhibit share 24990 b3E June l4, 2001 1 Page: 1 of 9] Installation Site/Ship To ' CUMBERLAND VALLEY MOTORS INC ail !H9fVAMS89AQ4W;E 610A 0_VAU&f (44 ?, ?.n? nrrn? t?1f?7'? MEY?1?11CSBcX2fe? ??'l ?t/?? '-? T7'l?ITTST 1 Nom' >r? 11DS? IN- to A.. This Exhibit incotpontes all the tams of the Master t and the ttxtrs )md conditions of the then-current version of the Customer Ouide, which includes the terms wad eondisiots included in this Exhibit and Ids' appiicsble policies aE ()Rp;[[y , , You understand that Reynolds will hot accept any order from you unless you have signed and Reynolds h accepted a Master Agrcement, If a Master Agreement is not in effect and Reynolds accepts your order under this Exhibit, your order will be considered to consi it of the accepted Exhibit and the terms of the Master Agreement and no other terms will apply. The Lee Schedule(s) and its terms and conditions are li?rcby incorporated byjreference into the Master !.ease Agreement bearing the applicable I:essee Number. The lessee agrees to be bound by the provisions of the Lewae Agro" and the Lease Schedule(s). Your Agreement with Reynolds and 120ynOlds entitled will be d jacm Licensor's Agreement under the Master Lease Agreement. The Least Coat listed on toe Lease Schodule(s) is bwssd solely on the up-front, non-rccucquisition and lic Boling costs (collectively, "Up-Front Costs'j, if any, of the listed Items. You will remain responsible to pay the Others who are your sof Items for all costs, fees and charges other than Up-Front Costs, including on-going license fees, support and maintenance charges and transaction anfoal. DESCR IPTION OF COMBINED PROCESSOR I ERA ADVANTAGE PLUS SERV?R B 1 ERA2 SERVER PACKAGE 36 PORT ACCESS 512 MB USER MEMORY 17,356 MB HARD DISK STORAGE 33 NETWORK DATABASE ACCES O 1 SINGLE PA8500 400 MI-IZ CPU 1 LININTERRUPTABLE POWERS PLY 1 UNDO OPERATING SYSTEM LI SE I ERA SOFTWARE LICENSE TRA SFER I REYNOLDS SYSTEM ADMIN L CENSE I REYNOLDS DIAGNOSTIC LICE SE 1 GENERAL SYSTEMS(Tmnsfer) Accepted By: THE REYNOLDS AND REYNOLDS CON*ANY By: Date- C. Rene Boy Malley ard?'Att e REYN AP ON, Lesso By: 13ttte: Scott Mullins gir,tant ecrgt Printed Name and Title i sue. cu Your CorrecyAo Business Name By: ?-Date:_ ?3l Qt* u aw . P&-,rjc)r _ Printed Name and Title ry Exhibit rr ?_? " Page to " i 'The Reynolds and R( Amt Number: MSLS-03 1 DIAGNOSTIC MODEM 1 LINK WT-6 CONSOLE TERMIN 1 OKIDATA 320 TURBO PRINTB 2 60M RDAT TAPE CARTRIDGE RA2) 1 12/24 EXT DAT 1 DDS DRIVE CLEANER 11 DDS3 125 RDAT TAPES 3 FLOOR MOUNT RACK (7FT X 1 IN) 9 CANTILEVERED SHELF(12INX191N) I 32X CD-ROM DRIVE 98 CABLE INSTALLATION SERVIS STANDARD USER PORT CAB S EQUIPMENT i 11, LINK WT-6 MONOCHROME TERMINAL (Existing)(Depot) 8 LINK WT-6 MONOCHROME TERMINAL (Depot) 34 LEXMARK T500 SHEET DRA 3 MULTITECH 33.6 DIAL UP MOD M .3 OKIDATA 321 TURBO PRINTER; (Depot) 3 OKIDATA 320 TURBO PRINTER; (Depot) 3 SBFP PRINT SERVER 3 OKIDATA 3410 PRINTER 2 OKI 3410 LINE PRINTER PACKAE 14 LEXMARK T6I4N LAS R E PRIM R (Decl.Maint) 1 WIC2-T CARD 6 SWITCH 2924 L( SS-V.35 ROUTER CABLE t y V.35 ROUTER CABLE u 3 ROUTER 1720 24D 8F 4 SATELLITE T 1 DSU 2 SERIAL WAN CARD 4 ETHERLITE 16 PORT 2 UTP TO FIBER MEDIA CONVER jER 1 LINK WT-80 COLOR TERMINAL (Existi*(Depot) I ADD'LDIAGNOSTIC(RECON 28.0} (Existing)(Depot) 1 TI-880 PRINTER(Existing) 3 AMT 244 WIDE CARRIAGE PRINTER (Existi*(Depot) I Exhibit June 14, 200 Page; 2 of 9? F.A t " _" Pegs " Z - N 'The Reynolds and A Nlunber: MSLS-03 Reynol Is Company Exhibit Number; 24990 ,63E June 14, 2001 Page: 3 of 9 i 1 AMT ACCEL-535 PRINTER (Existing) BUSINESS OFFICE i 1 VEHICLE RENTAL INTERFACE 1 ACCOUNTING 1 ACCOUNTING(Transfer) 1 PURCHASE ORDERS 1 PURCHASE ORDERS(Transfer) 2 DIRECT DEPOSIT LICENSE 1 PAYROLL 1 PAYROLL(Transfer) 1 ACCOUNTSPAYABLE 1 ACCOUNTS PAYABLE(Transfer) 1 CASH RECEIPTS 1 CASH RECEI TS(Transfer) 2 ELECTRONIC WAGE REPORTI*G APP 2 FEDERAL WTS 2 PENNSYLVANIA-QUARTERLY PARTS i 3 PARTS INVENTORY CONTROL 1 PARTS INVENTORY CONTROL! (Transfer) ' 3 PARTS INVOICING 1 PARTS INVOICING(Transfer) 1 VOLKSWAGEN PARTS FACTOY MSTR ($113.00 Per Update) ! 1 SUBARU PARTS FACTORY MASTERS ($113.00 Per Update) 2 CHRYSLER MONTHLY PARTS fAASTER ($113.00 Per Update) I BMW PARTS FACTORY MASTERS ($0.00 Per Update) SERVICE 3 SERVICE MERCHANDISING 1 SERVICE MERCHANDISING (Transfer) 3 SERVICE INVOICING I SERVICE INVOICING(Transfer) 3 SERVICE PRICING GUIDES 1 ` SERVICE PRICING GUIDES (Transfer) E wit " ?_ " Page ",_ 3 0 'The Reynolds and Reynolds Compo) t Ntunbtr MSLS43 Propos Number. 24 63l i -}' 1 VOLKSWAGEN PASSENGER L G 1 CHRYSLER JEEP/EAGLE - RWI) LTG (Transfer) 1 CHRYSLER JEEP/EAGLE - FO LTG (Transfer) I VOLKSWAGEN SPG 1 SUBARU SPG 2 DODGE SPG 1 BMW SPG 1 JEEP/EAGLE SPG 1 CHRYSLERIPLYMOUTH SPG SALES 1 VEHICLE MANAGEMENT ' 1 VEHICLE MANAGEMENT(T4fer) 1 SHOWROOM CONTROL II 1 SHOWROOM CONTROL(Trans r) 60 F&I ON DEMAND ADD'L LIB Y FM 12 F&I ON DEMAND ADD'L CUS M FMS 1 F+I ON DEMAND SERVICES 1 CREDITMASTER (See attached price derail) 7 F + I ADDITIONAL LEASE (Transfer) 1 F+I ON DEMAND SERVICES I 1[ ?' 1 F&I ON DEMAND SERVICE-ORATE 1 CREDITMASTER(Transfer) (See attached price detail) FACTORY COMMUNICATION 1 SUBARU DCS 1 CHRYSLER INTEGRATED T SFER I CHRY MULTI-USER INT ACC SS FEE 1 CHRYSLER INTEGRATED T NSFER (Transfer) 1 CHRY MULTI-USER INT ACCOSS FEE (Transfer) 2 CHRYSLER 5300 SUGGESTED RETURN Exhibit r June 14,255T--] Cage; 4 og 9 2 CHRYSLER 5300 PARTS TRA SACTIO 2 CHRYSLER 5300 FORECASTING & OP 2 CHRYSLER 5300 CYCLE CO G (,[ 1 CHRYSLER MOPAR 5300 DAT EXC. ExMbft « l « Plus « ! « 1 CHRYSLER MOPAR 5300 DAT EXC. '?"'?- 1 1 I The Reynolds and Reynolds Compoy Agreement Number. MSLS=O Pr Number: 24990163E (Transfer) 1 BMW/ERA WARRNTY DATA CHGE I BMW/ERA PRTS RET DATA E CHGE I BMW/ERA PRTS ORD DATA E CHGE I BMW/ERA F/S DATA EXCHGE 1 BMW/ERA DATA EXCHANGE I VW 3270 EMULATION I VW/AUDI ERA2 DATA EXC GE 4 CHRYSLER WHOLESALE COA OTHER 14 NETWORK PRINTER ACCESS ' 1 VIN DECODER ($70.00 Per Update) 1 COMMUNICATION 'GATE W AY? 1 ERALINK PROFESSIONAL SERVICES 3 VEHICLE MGT IN DEALERS TRN 3 SERVICE MERCH IN DEALER "RNG 3 . SERVICE INVOICE IN DEALS TRNG 3 SHOWROOM CONTROL IN DE ER TRN 3 PURCHASE ORDER IN DEALS TRNG 3 PAYROLL IN DEALERSHIP . G 3 PARTS INVENTORY IN DE TRN0 3 LTG IN DEALERSHIP TRAININ 3 PARTS INVOICING IN DEALE. TRNG 3 F&I ON DEMAND IN DEALERS TR 3 DCS IN-DEALERSHIP TRA 3 CASH RECEIPTS IN DEALER G 3 . ACCOUNTS PAYABLE IN D ER TRN 3 ACCOUNTING IN DEALERS TRNG 1 SERVICE CONVERSION I PAYROLL CONVERSION I PARTS CONVERSION(ELECTR6NIC) I NAMEFILE CONVERSION 1 ACCOUNTING CONVERSION MISCELLANEOUS Exhibit r June I4, 2001 Page: 5 of. 9? Exhibit Page" N The Reynolds and Reynol, Is Compoy Exhibit r g m nt Number: MSLS-0 Prop N=brer: 2499563E_ June 14, 2001 Page: 6 of: 9 C ? Exhibit " Page - " The Reynolds and Reynold Agreement Number. MSLS-03 Proposal Customer/Lessee a?i.rr CUMBERLAND VALLEY MOTORS 32 ' 6714 CARLISLE PIKE MECHANICSBURG PA 17055 GRAY 2499 i This Exhibit incorporates all the tams of the Master Agm the terms and conditions included in this Exhibit and Ray order from you unless you have signed and Reynolds has under this Exhibit, your order will be considered to consi The Lem Schedule(s) and its'ttrms and conditions arch.. The Lessee agroes to be bound by the provisions of the Rem" wA Rcvaokb MOM AM= will be d Scheduk(s) is leased solely on the up-hrom non-me terrain responsible to pale the Others who arc your super support and rnainu nance, charges and transaction and Compa4y Exhibit 1A June 14, 2001 C e: 1 of 4 Installation Site/Ship To CUMBERLAND VALLEY MOTORS 6714 CARLISLE PIKE MECHANICSBURG PA 17055 ment and the terms a*d conditions of the then-current version of the Customer Guide, which includes olds' applicable polidies at hop llwww.RIUM&M. You understand that. Reynolds wig not accept any ccepted a Master Agrbanent. if a Master Agreement is not in effect and Reynolds accepts your order of the accepted Exhibit and the terms of the Master Agreement and no other terms will apply. thy iacorporawl by Ofa voce into the Master Lease Agreement bearing the applicable Lam Number. Lease Agme ma ni and the Lease Schedule(s). Your Agrmment with Reynolds and Reyncids: entitled 11 a L icensor's Agreem of under the Master Lease Agreement. The Leese Cost listed on ibe Lease acquisition and licm#ing costs (collectively, "Up-Front Costs'), if arty, of the listed Items. You will of Items for all costs, fees and charges ether than Up-From Costs, including ongoing license fees, fees. DESCRIP'T'ION OF COMBINED I6MS 1 VW 3270 EMUT.ATION HP VL8 W/S 1 TATUNG 141N SBS MONITOR 1 64 MB MEMORY 1 4.3 GB DISK DRIVE 1 VOLKSWAGEN 3270 EMULATION CUMBERLAND VALLEY MOTORS Your C 1' I Business Name By. ? _Date:a?_ PG a A '' - Printed Name and Tide REYN\A APITAL CORPORATION' T.ess¢ By: Pawl r? Printed Name an tIe EXhibit " Pa e " " .Reynolds &Reynolds. Page 1 CUMBERLAND VALLEY MTRS INC 0540272602 12/31/2008 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 7593548 NET 10' Reynolds Reynolds. ---------------------------- PLEASE RETURN THIS PORTION OF THE INVOICE WITH YOUR PAYMENT. DO NOT INCLUDE ANY CORRESPONDENCE: SEE THE LAST PAGE OF THE INVOICE FOR BILLING INQUIRY INFORMATION. CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG,PA 17050 THE REYNOLDS AND REYNOLDS COMPANY 23150 NETWORK PLACE CHICAGO, IL 60673-1231 Exhibit » ?! Pape » ---- 0540272602 0000053000 0007593548 9 "Reynolds &Reynolds. Page 1 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 0540277928 7593548 BILLING FOR JANUARY - SUMMARY STORE #7593548 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG.PA 17050 *FREIGHT/HM LING P MR -SUBARU PARTS MAS *FREIGHT/HA ? NG PA MASTER -VOLKSWAGEN/AUDI *FREIGHT/?4K, PARTS MASTER -CHRYSLER PARTS M MANUFACTURER'S UPDATES/M ERVI I DECEMBER 2008 MONTHLY NEW ITEMS/SERVICES/DELETIONS/CHANGES SINCE LAST MONTHLY BILL"f NEW ITEMS ? x "EPC BASIC INTGR- VOLKSWAGEN/AUDI SUPPORT Y ?, ' ANUARY 2009 MONTHLY SUPPORT/MAINT** 01/02/2009 NET 10 k 6.609.45 6.609.45 80.001 80.00 6.689.45 ?x MANUFACTURER'S UPDATES/MISC SERVICES TOTAL 39.00 SALES OR USE TAX 403.67 STORE #7593548 TOTAL 57.132.12 VE HEREBY CERTIFY THAT THESE 00008 WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 0.7 AND 12 OF THE FAIR LABOR STANDARDS ACT, AS AMENDED. AND OF RE0ULA11 AND ORDERS OF HE UIYTED STATES DEPT. OF WOR ISBIRT.D UDER SECTION 14. YOUR RECEIPT AND USE Of THE ITEMS AND SERVICES LISTED HEREON IS SUBJECT TO THE TERMS AND CONDITWNB OF THE APPLICABLE AGREEMENT BETWEEN THE :EYNOLDS AND REYNOLDS COMPAN AD YOU. -------------------------------------------------------------------------`-------------------------------------------- Mds PLEASE RETURN THIS PORTION OF THE INVOKE WITH YOUR PAYMENT. DO NOT INCLUDE ANY olds. SCE: SEE THE LAST PAGE OF THE INVOICE FOR BILLING INQUIRY INFORMATION. CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 0540277928 0000000000 0007593548 3 THE REYNOLDS AND REYNOLDS COMPANY 23150 NETWORK PLACE CHICAGO, IL 60673-1231 Exhibit ",? " Pop. I j .ffnolds &Reynolds. Exhibit " " Paps"_ " Page 2 7593548 0540277928 01/02/2009 Reynolds &Reynolds. Page 3 Reynokls' Self-Service Web Site - 24 hours a day 7 days a week Reynolds' self-service web site, my.reyrey.com, provides secure, single-site access for support, training, procurement services and billing information. Log onto my.reyrey.com. If you are not a user, click the "Here' link to register. Online Support Over 15,000 product and service related facts. My Baling Display invoices and current statement information. RU Online Live, Web-based interactive training to provide optimal system utilization for all employees- from novice to seasoned! ReySource® Online ordering for forms, hardware, and other important business tools. Customer Account Services 1-800-227-5020 Correspondence U.S.and Canada The Reynolds and Reynolds Company P.O. Box 3154 Dayton, OH 45401-3154 'Only mail correspondence to the above address or appr*ate email adoress on the right Correspondence sent in with your payment cannot be guaranteed as received. Payments Make your check or money order payable to The Reynolds and Reynolds Company U.S. The Reynolds and Reynolds Company 23150 Network Place Chicago, IL 60673-1231 Canada Reynolds & Reynolds (Canada) Ltd P.O. Box 8484 Station "A' Toronto, Ontario M5W 3P1 Other Helpful Information Billing Inquiries: billlingquestions@reyrey.com Mondev - Friday 8:00 a.m. to 7:00 Dm EST 140-268-5407 (fax) Inquire About Receiving your Invokers and Statements through E-Mail Reynolds and Reynolds now offers a service that will allow you to receive your invoices and statements via intemet e-mail. If you have e-mail access and wish to receive this service you may call 1-800.227-5020 or e-mail BillingDepartment@reyrey.com to initiate the sign-up process. This will provide a secure means for the delivery of these important documents to the correct individual Invoice Copies: InvoiceCopy@reyrey.com Change of Address or Business Ownership Change: customermasterdatamaintenance@reyrey.com W-8 Forms: www.reyrey.com/solutions/Reynolds_W-9.pdf ReySource: ReySource_sumort@reyrey.com TAC Support Numbers System Products and Services Ordering U.S. 1-800-767.0080 Contact Your Sales Representative or Inside Sales 14800-767-7879 (U.S) Canada 1-800-265-3315 1.877-792-7677 (Canada) (Montreal, Quebec) (FrenchlEnglilsh) Monday - Friday 8:00 a.m. to 5:00 p.m. EST Document Order Desk (phone and fax orders or form descriptions) 1-800-661 W 1-800-344-0996 (phone U.S.) (Mississauga, Ontario) 1-800-531-9055 (fax U.S.) 1.800-247-9934 (phone Canada) RU Online Support 1-800456-4466 1-800.289-4814 (fax Canada) RsySource Support 140.239-9841 Monday - Friday 8:15 a.m. to 5:00 p.m. EST Invoices not paid according to terms as stated on your invoice, will be subject to a late charge of up to 2% per month or the maximum rate allowable by applicable law on all overdue amounts. WNo merchandise returns without our authorization. No goods wrN be accepted for ae*l after 30 days from the invoice date. All claims for damages or errors must be made *On 30 days from the invoice date. All artvark and negatives become our exclusive property. Overruns and undenuns up to and including 10% are standard for the industry. 2 2 ?_ _? LL-U--W- _-_ ?] N ?www N / w Atynokls Neynolds. INVOICE 6548277928 INC I M ECHANIC A 1 059 S U STORE ORDER OTY DESCRIPTION NUMBER STORE # 7593548 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 7593548 2 *EPC BASIC INTGR- VOLKSWAGEN/AUDI SUPPORT 7593548 376623 1 *HP VECTRA VLI8 P-II SYSTEM SUPPORT 7593548 7593548 376625 376625 2 *UTP TO FIBER MEDIA CONVERTER ( MAINT.) 2 * E 7593548 376625 ETH RLITE 16 PORT (MONTHLY MAINT.) 1 *ERA2 ADVANTAGE PLUS SERVER B ( MAINT ) 7593548 7593548 376625 376625 . 1 *SUBARU ERA2 PLUS NON-INTEGRATED DCS SUPP 1 *V 7593548 376625 IN DECODER MTHLY FEE RS 1 *PURCHASE ORDERS - ERA (SUPPORT) - 7593548 376625 1 *ACCOUNTING - ERA (SUPPORT) 7593548 7593548 376625 376625 1 *ACCOUNTS PAYABLE - ERA (SUPPORT) 1 *PAYROLL - ERA (SUPPORT) 7593548 7593548 376625 376625 1 *PARTS INVENTORY - ERA (SUPPORT) 1 *PARTS INVOICING - ERA (SUPPORT) 7593548 7593548 376625 376625 1 *SERVICE MERCHD. - ERA (SUPPORT) 1 *SERVICE INVOICING - ERA (SUPPORT) 7593548 7593548 376625 376625 1 *VEHICLE MGNT. - ERA (SUPPORT) 1 *SHOWROOM CONTROL - ERA (SUPPORT) 7593548 376625 1 *CASH RECEIPTS - ERA (SUPPORT) 7593548 7593548 376625 376625 1 *GENERAL SYSTEMS UTILITIES - ERA (SUPPORT) * 7593548 376625 4 DIRECT DEPOSIT (SUPPORT) 1 *FSI ERA2,ON DEMAND SVC (SUPPORT) 7593548 376625 1 *CHRYSLER'PARTS MASTER 7593548 376625 1 *VOLKSWAGEN/AUDI PARTS MASTER 7593548 376625 1 *SUBARU PARTS MASTER 7593548 7593548 376625 376625 1 *MULTI-TECH 33.6 EXTERNAL FAX MODEM ( MAI * 7593548 376625 2 MULTI-TECH 33.6 EXTERNAL FAX MODEM ( MAI 1 *ROUTER 1720 24D 8F (MONTHLY MAINT.) 7593548 376625 3 *SWITCH 2924 (MONTHLY MAINT.) 7593548 7593548 376625 376625 2 *AMT-6350 PRINTER (MONTHLY MAINT.) 1 *HP BRIO BA410 733MHZ SBFP MONTHLY MAINT 7593548 7593548 376899 376099 3 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) 1 *SWITCH 1912 (MONTHLY MAINT.) 7593548 376899 1 *HP BRIO BA410 1GHZ HE WIN 98 BASE MAINT 7593548 389808 1 *INTELLIPATH 20,001-30,000 FORMS SUPPORT 7593548 390488 1 *CIE 500-E PRINTER (MONTHLY MAINT.) 7593548 395795 1 *PORT ACCESS (MONTHLY MAINT.) 7593548 415345 6 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) 7593548 441642 1 *NETWORK PRINTER ACCESS 7593548 7593548 450176 7 1 *CHRY ACCT PACK ERA2PLUS (SUPPORT) * 7593548 4501 6 450176 1 CHRY PARTS PACK ERA2PLUS (SUPPORT) 1 *CHRY SERV PACK ERA2PLUS (SUPPORT) 7593548 450176 1 *CHRYSLER SALE PACK (SUPPORT) 7593548 450176 1 *CONSUMER REACH (X305) MAINT 7593548 456416 1 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) - 7593548 456416 1 *IBM NETVISTA M42A 1.7GHZ WXP MAINT 7593548 558508 1 *VW/AUDI ERA XML DX CORE (SUPPORT) 7593548 569649 1 *PP CLIENT ACCESS MAINT 7593548 621325 1 *CHRYSLER AUTORIGINATION SUPPORT 7593548 660748 1 *CHRYSLER AUTO REPLENISH ORD SUPPORT 7593548 672745 1 *ADD'L USE-PARTS INVENTORY (SUPPORT) 7593548 672745 1 *ADD'L USE-PARTS INVOICING (SUPPORT) 7593548 672745 1 *ADD'L USE-SERVICE MERCHD. (SUPPORT) E Page 4 DATE: 91/62/2889 PRICE 80.00 ORDER # TOTAL 80.00 54.00 ORDER # 376623 TOTAL 54.00 20.52 17.80 1,285.92 ORT 138.21 41.00 145.05 219.63 131.37 131.37 180.63 180.63 181.31 0.73 21 1 97 1 3 5. 13 119.73 52.00 54.04 236.05 159.00 144.00 144.00 7.54 T) 15.08 78.00 137.55 68.42 71.16 ORDER # 376625 TOTAL 4,443.58 63.78 25.67' 54.00 ORDER # 376899 TOTAL 143'.45 229.00 ORDER # 389808 TOTAL 229.00 244.00 ORDER # 390488 TOTAL 244.00 21.00 ORDER # 395795 TOTAL 21.00 120.00 ORDER # 415345 TOTAL 120.00 10.00 ORDER # 441642 TOTAL 10.00 52.00 63.42 38.00 38.00 93.00 ORDER # 450176 TOTAL 284.42 20.00 39.00 ORDER # 456416 TOTAL 59.00 332.00 ORDER # 558508 TOTAL 332.00 0.00 ORDER # 569649 TOTAL 0.00 55.00 ORDER # 621325 TOTAL 55.00 27.00 ORDER # 660748 TOTAL 27.00 141.00 141.00 142.00 = " " xhibit " " P.ge ..? _... N Reynolds &Reynolds. Page 5 INVOICE 8548277928 DATE: 81/82/2889 STORE ORDER QTY DESCRIPTION NET NUMBER CE PRI 7593548 672745 1 *ADD'L USE-SERVICE INVOICING (SUPPORT) _ 163.00 ORDER i 672745 TOTAL 587.00 STORE $7593546 TOTAL 6,689.45 JANUARY 2009 MONTHLY SUPPORT/MAINT** TOTAL 6,689.45 MANUFACTURER'S UPDATES/MISC SERVICES TOTAL 39.00 SALES OR USE TAX ON (*) ITEMS 403.67 INVOICE TOTAL 7,132.12 Exhibit pap" 5" " 1 R A e??eofeynodds. Page 1 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 BILLING FOR FEBRUARY - SUMMARY STORE #7593548 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG.PA 17050 0540294933 7593548 JANUARY 2009 MONTHLY NEW ITEMS/SERVICES/DELETIONS/CHANGES SINCE LAST MONTHLY BILLpf NO CHANGE f,. joi AF? tUARY 9 MONTHLY SUPPORT/MAINT** MANUFACTURER'S UPDATES/MISC SEt *FREIGHT/HANDLING PARTS aMAS PARTS M *FREIGHT/HANDLING AI7S LKSWAGEN/AUDI *FREIGHT%HDLING P 1 ?-SUORYAR BARU PARTS MAS MANUFACTURER'S UPDATES/MISC SERVICES TOTAL SALES OR USE TAX k <, STORE #7593548 TOTAL 02/02/2009 NET 10 Y? ? r 6.689.45 6.689.45 6.689.45 13.00 13.00 13.00 39.00 403.67 57.132.12 VE HEREBY CERTIFY THAT THESE OOODS WERE PRODUCED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF SECTIONS 6, 7 AND 12 OF THE FAIR LABOR STANDARDS ACT, AS AMENDED, AND OF HE UNITED STATES DEPT, OF LABOR ISSUED UNDER SECTION 14. YOUR RECEIPT AND USE OF THE ITEMS AND SERVICES LISTED HEREON IS SUBJECT TO THE TERMS AND*CONDITIONB OF THE APPLICABLE :EYNOLDS AND REYNOLDS COMPMIY AND YOU. -------------------------------------------------------------------------------------------------------------------------------------THE INVO NTH YOUR PAYM Reynolds RETURNPONDEN E! SEE TRTION HE LAST AGE OFIT E INVOICE FOR BILLLI G QUIIRY' INF RMAT'ION. &Reynolds. CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 AND ORDERS OF BETWEENTHE .------------------ THE REYNOLDS AND REYNOLDS COMPANY 23150 NETWORK PLACE CHICAGO, IL 60673-1231 11111111111111II 111111 Nile IIIIIIIII'll'lllll'IIII'll'11111i11I 4 NI 054094933 0000000000 0007593548 #xhibit _„?,_ P„p R s 941lds. TPage 2 7593548 0540294933 min rrnno Exhibit "_ " Page " " Heynols?S. Attention: March Invoice Adjt stments &R?IlO Page 3 Reynolds and Reynolds' goal is to provide our customers with the highest levels of service and support in the industry, and to.continuously improve the products our customers receive. To maintain our ability to deliver this high level of service and support, we will be implementing a-modest increase in charges. This modest adjustment will enable us to continue to meet your needs without compromising the quality support you deserve. You will see the adjustment on your March 2009 invoice. It is based on the Consumer Price Index (CPI) and in-line with your Reynolds Customer Agreement. Depending on your mix of solutions, system models, configurations, and components, the increase may be higher or lower than the CPI. Generally, increases at a rate higher than the CPI are on older systems and peripherals that Reynolds has continued to support after the original manufacturer has ceased support. We understand your Dealership Management System (DMS) is critical to your dealership's operation, and its reliability is a Vital part of your day-today success. With this in mind, Reynolds remains focused on providing solutions to serve your ongoing needs. There have been three major releases to ERA@ over the past year, which included over 130 new system enhancements. These enhancements arethe direct result of feedback we have received from customers, as well as measures to meet manufacturer and government-mandated requirements. Reynolds has also extensively funded new product development and released several new solutions to help you be more successful in an increasingly competitive industry. Some of these solutions include General Manager Reporting, Advanced Reporting 2.0, Human Resource Management, TestFirst Hiring, Automated Rates and Residuals, and Online Service Reservations through WebMakerX®. In addition to customer and market-driven enhancements, Reynolds continues to provide many value-added services to help your dealership improve business results. Examples of current services include: o Reynolds University (RU) Online- Reynolds easy-to-use, Web-based learning tool for increasing knowledge and employee performance. o ERA'Net Training - live, online, and interactive training and enhancement courses from experienced Reynolds University instructors. o Online Support - an online technical support system, providing abundant information about the ERA system and applications, with the added ability to submit and track Service Event Tickets online. o Security Enhancements - to help you continue to protect your dealership's data, Reynolds has invested a significant amount of research to aid you in meeting requirements that constantly change with new legislation. o Enhanced Telephone Menu - enables you to contact the appropriate Technical Assistance Center support team more quickly. You can enter the four digit ERA screen or job number you are calling about to route directly to theappropriate specialist. o.My Billing - provides access to view and print all of your dealership invoices and view other account information. o E-mail Invoicing - electronic copies of your invoices can be sent to up to three email addresses, reducing paper clutter and making them easier to store. We hope you take advantage of all these valuable services. The above solutions and services are proof that we are committed to continually providing you with the highest quality business solutions and support. We look forward to working closely with you to help improve your dealership operations, keep pace with technology, and increase your profitability. If you have any questions regarding this notification, please contact your Account Manager. We are grateful for the opportunity to serve you, and your business is important to us. We sincerely thank you for choosing Reynolds and Reynolds as your dealer management system provider. Exhibit " . . " Page ". Reynolds &tfeynolds. Page 4 Reynolds' SeH-Service Web Site - 24 hours a day 7 days a week Reynolds' self-service web site, my.reyrey.com, provides secure, single-site access for support, training, procurement services and billing information. Log onto my.reyrey.com. If you are not a user, click the 'Here' link to register. Online Support Over 15,000 product and service related facts. My Billing Display invoices and current statement information. RU Online Live, Web-based interactive training to provide optimal system utilization for all employees- from novice to seasoned! ReySource@ Online orderinq for forms, hardware. and other Customer Account Services 1 Correspondence U.S. and Canada The Reynolds and Reynolds Company P.O. Box 3154 Dayton, OH 45401-3154 'Only mail correspondence to the above address or appropriate email address on the right Correspondence sent in with your payment cannot be guaranteed as received. Payments Make your check or money order payable to The Reynolds and Reynolds Company U.S. The Reynolds and Reynolds Company 23150 Network Place Chicago, IL 60673-1231 Canada Reynolds & Reynolds (Canada) Ltd P.O. Box 8484 Station W Toronto, Ontario M5W 3P1 Other Helpful Information TAC Support Numbers U.S. 1-800-767-M Canada 1-800-265-3315 (Montreal, Quebec) (French/Englilsh) 14XX ZI-M (Mississauga, Ontario) RU Online Support 1-800-456-4466 ReySoure Support 140-239-9841 business tools. 227-5020 Billing Inquiries: billlingquestions@reyrey.com Monday - Friday 8:00 a.m. to 6:00 p.m. EST 14866-268.5407 (fax) Inquire About Receiving your Invoices and Statements through E-Mail: Reynolds and Reynolds now offers a service that will allow you to receive your invoices and statements via internal e-mail. If you have e-mail access and wish to receive this service you may call 1-800-227-5020 or e-mail &IlingDepartment@reyrey.com to initiate the sign-up process. This will provide a secure means for the delivery of these important documents to the correct individual. Invoice Copies: InvoiceCopy@reyrey.com Change of Address or Business Ownership Change: cuslomermasterdatamaintenance@reyrey.com W-9 Forms: www.reyrey.com/solutions/Reynolds_W-9.pdf ReySource: ReySource-support@reyrey.com Systemic Products and Services Ordering Contact Your Sales Representative or Inside Sales 1-800-767-7879 (U.S) 1-877-792-7677 (Canada) Monday - Friday 8:00 a.m. to 5:00 p.m. EST Document Order Desk (phone and fax orders or form descriptions) 1-800-344 0996 (phone U.S.) 14800-531-9055 (fax U.S.) 1-800-247-9934 (phone Canada) 1-800-289-4814 (fax Canada) Monday - Friday 8:15 a.m. to 5:00 p.m. EST Irnoices not paid according to terms as stated on your invoice, 'No merchandise returns withal our auHrorization. No goods will be accepted for credit efiv 30 days will be subject to a late charge of up to 2% per month or the from the invoice date. All claims for damages or errors must be made within 30 days froiu the invoice maximum rate allowable by applicable law on all overdue date. All a?txro?k and negatives become our exclusive property Overruns and undemrns up to and amounts. including 10% are standard for the industry . ?enolds Meynolds. INVOICE 9549294933 MTRS INC P ME AAR CS RG:? A 1 7059 STORE ORDER NUMBER STORE # 7593548 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG, PA 17050 7593548 7593548 376623 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376625 7593548 376899 7593548 376899 7593548 376899 389808 390488 395795 415345 441642 450176 450176 450176 450176 450176 456416 456416 558508 569649 621325 660748 672745 672745 672745 Page 5 DATE: 92/82/2999 M OTY DESCRIPTION NET PRICE 2 *EPC BASIC INTEGRATION- SUBARU SUPPORT 80.00 ORDER # TOTAL 80.00 1 *HP VECTRA VLI8 P-II SYSTEM SUPPORT 54.00 ORDER # 376623 TOTAL 54.00 2 *UTP TO FIBER MEDIA CONVERTER ( MAINT.) * 20 52 2 ETHERLITE 16 PORT (MONTHLY MAINT.) * . 17 80 1 ERA2 ADVANTAGE PLUS SERVER B ( MAINT.) * . 1 285 92 1 SUBARU ERA2 PLUS NON-INTEGRATED DCS SUPPORT * , . 138 21 1 VIN DECODER MTHLY FEE RS * . 47 00 1 PURCHASE ORDERS - ERA (SUPPORT) * . 145 05 1 ACCOUNTING - ERA (SUPPORT) . 219 63 1 *ACCOUNTS PAYABLE - ERA (SUPPORT) . 37 131 1 *PAYROLL - ERA (SUPPORT) . 131 37 1 *PARTS INVENTORY - ERA (SUPPORT) . 180 63 1 *PARTS INVOICING - ERA (SUPPORT) . 180 63 1 *SERVICE MERCHD. - ERA (SUPPORT) . 181 31 1 *SERVICE INVOICING - ERA (SUPPORT) . 210 73 1 *VEHICLE MGNT. - ERA (SUPPORT) . 37 131 1 *SHOWROOM CONTROL - ERA (SUPPORT) . 135 47 1 *CASH RECEIPTS - ERA (SUPPORT) . 119 73 1 *GENERAL SYSTEMS UTILITIES - ERA (SUPPORT) , 52 00 E E S P T . 54 04 1 ERA2 ON *F&I DEMAND (SUPPORT) SVC . 236 05 5 *CHRYSLER PARTS MASTER . 158 00 1 *VOLKSWAGEN/AUDI PARTS MASTER . 144 00 1 *SUBARU PARTS MASTER . 144 00 1 *MULTI-TECH 33.6 EXTERNAL FAX MODEM ( MAINT. . 7 54 2 *MULTI-TECH 33.6 EXTERNAL FAX MODEM ( MAINT) . 15 08 1 *ROUTER 1720 24D 8F (MONTHLY MAINT.) . 78 00 3 *SWITCH 2924 (MONTHLY MAINT.) . 137 55 2 *AMT-6350 PRINTER (MONTHLY MAINT.) . 68 42 1 *HP BRIO BA410 733MH2 SBFP MONTHLY MAINT . 71.16 ORDER # 376625 TOTAL 4,443.58 3 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) 63 78 1 *SWITCH 1912 (MONTHLY MAINT.) . 67 25 1 *HP BRIO BA410 1GHZ HE WIN 98 BASE MAINT . 54.00 ORDER # 376899 TOTAL 143.45 1 *INTELLIPATH 20,001-30,000 FORMS SUPPORT 229.00 ORDER # 389808 TOTAL 229.00 1 *CIE 500-E PRINTER (MONTHLY MAINT.) 244.00 ORDER # 390488 TOTAL 244.00 1 *PORT ACCESS (MONTHLY MAINT.) 21.00 ORDER # 395795 TOTAL 21.00 6 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) 120.00 ORDER # 415345 TOTAL 120.00 1 *NETWORK PRINTER ACCESS 10.00 ORDER # 441642 TOTAL 10.00 1 *CHRY ACCT PACK ERA2PLUS (SUPPORT) 52.00 1 *CHRY PARTS PACK ERA2PLUS (SUPPORT) 63.42 1 *CHRY SERV PACK ERA2PLUS (SUPPORT) 38.00 1 *CHRYSLER SALE PACK (SUPPORT) 38 00 1 -CONSUMER REACH (X305) MAINT , 93.00 ORDER # 450176 TOTAL 284.42 1 *ADD'L NETWORK DATABASE ACCESS ( MAINT.) 20.00 1 *IBM NETVISTA M42A 1.7GHZ WXP MAINT 39.00 ORDER # 456416 TOTAL 59.00 1 *VW/AUDI ERA XML DX CORE (SUPPORT) 332.00 ORDER # 558508 TOTAL 332.00 1 *PP CLIENT ACCESS MAINT 0.00 ORDER # 569649 TOTAL 0.00 1 *CHRYSLER AUTORIGI'NATION SUPPORT 55.00 ORDER # 621325 TOTAL 55.00 1 *CHRYSLER AUTO REPLENISH ORD SUPPORT 27.00 ORDER # 660748 TOTAL 27.00 1 *ADD'L USE-PARTS INVENTORY (SUPPORT) 141.00 1 *ADD'L USE-PARTS INVOICING (SUPPORT) 141.00 1 *ADD'L USE-SERVICE MERCHD. (SUPPORT) 142.00 4 " N hi Ex Pace bit " -=--?--?- Reeyynolds &YfeynOlds. INVOICE 0540294933 STORE ORDER QTY DESCRIPTION NUMBER 7593548 672745 1 *ADD'L USE-SERVICE INVOICING (SUPPORT) Page 6 DATE: 02102/2009 PRICE 163.00 ORDER # 672745 TOTAL 587.00 STORE #7593548 TOTAL 6,689.45 FEBRUARY 2009 MONTHLY SUPPORT/MAINT** TOTAL 6,689.45 MANUFACTURER'S UPDATES/MISC SERVICES TOTAL 39.00 SALES OR USE TAX ON (*) ITEMS 403.67 INVOICE TOTAL 7,132.12 Exhibit " ?? N page » ?(o? Rynolds &ffeynolds@ Customer Statement Customer # : 7593548 CUMBERLAND VALLEY MTRS INC 6714-20 CARLISLE PK MECHANICSBURG PA 17050 (717) 697-9448 Invoice Date 12/31/2008 1/2/2009 2/2/2009 1/31/2009 2/28/2009 3/31/2009 4/30/2009 5/31/2009 6/30/2009 Total Created On: Wednesday, July 22, 2009 Invoice Number 540272602 540277928 540294933 90131 90228 90331 90430 90531 90630 Invoice Amount $530.00 $5,629.79 $7,132.12 $7.95 $92.39 $199.37 $199.37 $199.37 $199.37 $14,189.73 ./ Exhibit " - a UNSWORN VERIFICATION I / ' e , state that l am the of -t-XC- REYNOLDS & REYNOLDS COMPANY which is the Plaintiff, herein. I have reviewed the annexed pleading and believe the facts contained therein are true and correct to the best of my knowledge, information and belief. I believe that the corporation wail be able' to prove these facts at trial. THIS DECLARATION IS MADE BY ME WITH THE KNOWLEDGE THAT IT IS SUBJECT TO THE PENALTIES OF 18 PA. C.S. §4904, RELATING TO UNSWORN FALSIFICATION TO AUTHORITIES. REYNOLDS & REYNOLDS COMPANY BY: TITLE: 0 FCC ^f- ;Oy 2M SEIP 18 Pil ! : 12 *7$. SO PA ATW erc? l34?f d.3cn (05 _ . A Sheriffs Office of Cumberland County R Thomas Kline Sheri Ronny R Anderson Chief Deputy Jody S Smith Civil Process Sergeant Edward L Schorpp Solicitor ???r?tpa^ of ?`+{mbrrr??? OFFICE F THE SkERIFF 2049 SEP 23 A a C?4p?' L ''.,4 t The Reynolds and Reynolds Company vs. Case Number Cumberland Valley Motors, Inc. 2009-6272 SHERIFF'S RETURN OF SERVICE 09/21/2009 11:07 AM - Gerald Worthington, Deputy Sheriff, who being duly sworn according to law, states that on September 21, 2009 at 1107 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Cumberland Valley Motors, Inc., by making known unto Tammy Reisinger, Director of First Impressions at 6714-20 Carlisle Pike Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. SHERIFF COST: $37.00 September 22, 2009 SO ANSWERS, 10 424 R THOMAS KLINE, SHERIFF Deputy Sheriff Q' 4' THE REYNOLDS AND REYNOLDS COMPANY, Plaintiff V. CUMBERLAND VALLEY MOTORS, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Civil Action No. 09-6272 Civil Term NOTICE TO PLEAD TO: THE REYNOLDS AND REYNOLDS COMPANY, Plaintiff --and-- JOHN R. KEATING, ESQUIRE, its attorneys You are hereby notified to file a written response to the enclosed New Matter and Declaratory Judgment within twenty (20) days from service hereof or a judgment may be entered against you. SHUMAWI.D.O3 Dated: By van C. P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Defendant THE REYNOLDS AND REYNOLDS COMPANY, Plaintiff V. CUMBERLAND VALLEY MOTORS, INC., Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Civil Action No. 09-6272 Civil Term DEFENDANT'S ANSWER WITH NEW MATTER AND DECLARATORY JUDGMENT AND NOW COMES Defendant, Cumberland Valley Motors, Inc., by and through its counsel, Shumaker Williams, P.C., to state the following Answer to Plaintiff's Complaint: I. Admitted upon information and belief. 2. Admitted. 3. Admitted in part and denied in part. It is admitted that Defendant entered into a Master Agreement with Defendant on or about June 15, 2001. However, the Master Agreement is a written document which speaks for itself and, therefore, any characterization of the same is hereby denied. 4. Denied. After reasonable investigation, Defendant is without sufficient information to admit or deny the averments of paragraph 4 and, therefore, the same are denied and strict proof of same is demanded at time of trial. 5. Admitted in part and denied in part. It is admitted that Plaintiff leased equipment and services to Defendant, however, it is denied that such equipment and services were provided to Defendant during the period of December 31, 2008 and February 2, 2009 except for those services mentioned in paragraph 20 of Defendant's New Matter. To the contrary, Defendant terminated the Agreement with Plaintiff on or about December 1, 2008. 6. Denied. The averments of paragraph 6 attempt to characterize a written document, which document speaks for itself and, therefore, any characterization of the same is hereby denied. By way of further answer, Plaintiff provides no verification that services were actually rendered to Defendant and only provides supporting invoices related to three of the nine invoices listed on Exhibit 5. 7. Denied. Defendant is without sufficient information to admit or deny the averments of paragraph 7 and, therefore, the same are denied and strict proof of same is demanded at time of trial. 8. Admitted in part and denied in part. It is admitted that Plaintiff has demanded payment of $14,189.73. By way of further answer, Defendant alleges that such balance is fraudulently sought by Plaintiff and denies that it owes the balance of $14,189.73 because said balance accrued after Defendant terminated Plaintiff's services. 9. Denied. Paragraph 9 is a legal conclusion to which no response is necessary. To the extent a response is deemed to be necessary, it is denied that Plaintiff is owed any interest as Defendant does not owe any principal balance. WHEREFORE, Defendant, Cumberland Valley Motors, Inc., respectfully requests this Honorable Court to enter judgment in its favor and against Plaintiff, The Reynolds and Reynolds Company and to award Cumberland Valley Motors, Inc. their costs of defending this suit including reasonable attorneys' fees, costs and expenses. 2 NEW MATTER 10. Paragraphs 1 through 9 above are incorporated herein by reference as if set forth in their entirety. 11. The parties had been engaged in a long-term and mutually beneficial business relationship for more than ten years. 12. This business relationship became threatened when Plaintiff notified Defendant that as of January 1, 2009, they would not be capable of supporting Defendant's server unless an expensive upgrade was purchased. 13. Based on prior communications between Plaintiff and Defendant, the parties were on a month-to-month contract to allow Defendant to find a new DMS provider. 14. As a result, the Master Agreement entered into between Plaintiff and Defendant was terminated by Defendant by letter dated December 1, 2008. A copy of Defendant's December 1, 2008 letter is attached hereto as Exhibit "A." 15. Based on Defendant's December 1, 2008 letter, the effective date of the termination of the Master Agreement was January 1, 2009. 16. Plaintiff was aware of termination of the Agreement and acknowledged the same to Defendant by way of an e-mail communication on December 18, 2008. A copy of Plaintiff's December 18, 2008 e-mail is attached hereto as Exhibit "B." 17. Plaintiff did not provide Defendant with equipment and/or services from December 31, 2008 through February 2, 2009 except for those services mentioned in paragraph 20 of Defendant's New Matter. 3 18. Any and all equipment and hardware that remained in Defendant's place of business was purchased by Defendant and, therefore, was rightfully in their possession. 19. Plaintiff installed new software at Defendant's premises in January, 2009, however, such software was removed within a week because Defendant was no longer a client of Plaintiff. 20. Defendant paid Plaintiff outside of the Agreement for payroll and server support for the month of January, 2009 in order to process W-2 statements. See copy of check for payment of these services which is attached here to as Exhibit "C." 21. The invoices submitted by Plaintiff to Defendant are for services which were not performed by Plaintiff. 22. Any balances alleged to be due by Plaintiff are fraudulent charges that were illegally invoiced by Plaintiff after the Agreement was terminated. 23. Plaintiff's claims may be barred in whole or in part by the applicable statute of limitations. 24. Plaintiff's claims may be barred by the doctrine of estoppel. 25. Plaintiff's claims may be barred by the doctrine of laches. 26. Plaintiff's claims may be barred by the doctrine of release. 27. Plaintiff's claims may be barred based on the fact that Defendant has made payment for all services rendered by Plaintiff. 28. Plaintiff's claims may be barred by the doctrine of accord and satisfaction. 29. Plaintiff's claims may be barred based on the statute of frauds. 4 30. Plaintiff's claims may be barred by the doctrine of unclean hands. WHEREFORE, Defendant, Cumberland Valley Motors, Inc., respectfully requests this Honorable Court to enter judgment in its favor and against Plaintiff, The Reynolds and Reynolds Company and to award Cumberland Valley Motors, Inc. their costs of defending this suit including reasonable attorneys' fees, costs and expenses. DELCARATORY JUDGMENT 31. Paragraphs 1 through 30 above are incorporated herein as if set forth at length. 32. By letter dated December 1, 2008, Defendant cancelled its Agreement with Plaintiff. 33. By e-mail correspondence dated December 18, 2008, Plaintiff acknowledged the cancellation of the Agreement. 34. A declaration of the respective rights and obligations of the parties is necessary to resolve this dispute between Plaintiff and Defendant because Plaintiff is attempting to hold Defendant liable for invoices relating to services which were not performed by Plaintiff. 35. It is fundamentally unfair to permit Plaintiff to retain all of its rights and benefits under the Agreement which was terminated by Defendant effective January 1, 2009. 36. A declaration of the respective rights and obligations of the parties is necessary to resolve the dispute between the parties regarding the termination of the Agreement. 37. A declaration is necessary to determine that the Agreement was properly terminated by Defendant effective January 1, 2009. WHEREFORE, Defendant, Cumberland Valley Motors, Inc., requests that this Honorable Court enter judgment in its favor and against Plaintiff, The Reynolds and Reynolds Company and to award Cumberland Valley Motors, Inc. their costs of defending this suit including 5 reasonable attorneys' fees, costs and expenses, and to declare that the contract between the parties was effectively cancelled as of January 1, 2009. S ILL MS, C. Dated: ` 2.. 2?'T By van . peas, I. 103 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Defendant 225831 6 December 1, 2008 Reynolds & Reynolds 23150 Network Place Chicago, II 60673-1231 Ref: Account number 7593548 Dear Accounts payable: Effective January 1, 2009 we would like to terminate our service agreement for all of our DMS. We have enjoyed our working relationship over the last 12 years and wish you continued success. Thank you for your time and attention to this matter. Sincerely, Monique Ullom President Enclosures cc: Bob Newton Jacqueline Martin EXHIBIT "A" Monique Uliom From: Monique Ullom [monique@cvmautopark.com] Sent: Thursday, December 18, 20081:20 PM To: 'Deb Good' Subject: FW: letter Monique Ullom President CVM Autopark www.rvmauto arp k.com "Providing the Best For You in Everything We Do!" "To the American People: Christmas is not a time or a season but a state of mind. To cherish peace and good will, to be plenteous in mercy, is to have the real spirit of Christmas. If we think on these things, there will be born in us a Savior and over us will shine a star sending its gleam of hope to the world." Calvin Coolidge (1872-1933), American president. Presidential message (December 25, 1927). ASaw a tree. Dont print this e-ma# unless ft's really necessary NOTICE: This electronic message is intended to be viewed only by the individual or entity to whom It Is addressed. It may contain information that Is privileged, confidential and exempt from disclosure under applicable law. Any desemination, distribution or copying of this communication is strictly prohibited without our prior permission. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering the message to the Intended recipient, or if you have received this communication in error, please notify us immediately by return e-mail and delete the original message and any copies of It from your computer system. From: Newton, Robert A (Bob) [mallto:mbertLnewton@reyrey.com] Sent: Thursday, December 18, 2008 12:35 PM To: monique@cvmautopark.com Cc: Martin, Jacqueline Subject: RE: letter Monique: Needless to say I am disappointed to receive your letter. I will forward it to our terminations department. I was truly hoping there was something 1 could have done to improve our relationship since the NADA demo way back when. I know you were disturbed then as you shared that with Jackie and me. Obviously that has not changed. Assuming you will be converting to another DMS if there is anything I can do to help do not hesitate to ask. If you are in the position to share what DMS will be replacing us I may be able to offer some wisdom from experience that would help your transition process. Just let me know. Thank You! Bob Newton Account Manager, Field Sales Reynolds and Reynolds One Reynolds Way I Kettering, Ohio 45430 EXHIBIT "B" COMMERCE BANK ACC n 2 111' _1:0 3 L 30 L13461: 5 2 00 26 LO NAME NUMBER DATE 39134` THE REYNOLDS AND REYNOLDS CO, 23150 NETWORK PLACE, CHICAGO, IL 60673-1231 A/P CHECK 02/12/2009- 084522 1642.71 Accnt Ref No Ctrl # Amnt Paid Accnt Ref No Ctrl # Amnt Paid Accnt Ref No Ctrl # Amnt Paid 300A 285915 39134 20.86 300A 277928 39134 1502.33 300A 382250 39134 119.52 3 39,134, THE REYNOLDS? AND REYNOLDS- CO, " 23150 NETWORK PLACE,. CHICAGG,' IL 60671-1231 A/P'CHECK_ , 02/12/2009 084522 1642.71 iAccnt Ref No Ctrl #_ Amnt Paid Accrit Ref No Ctrl # Amnt Paid Accnt Ref No Ctrl # Amnt Paid 300A285915-39134 20.86 300A 277928 39134 1502.33 300A 382250 39134 119.52` REMITTANCE ADVICE Cumberland Valley Motors CHECK NO. NET - DETACH AND RETAIN 6714/26 Carlisle Pike AMOUNT Mechanicsburg, Pa. 17050 Phone (717) 697-9448 •1 (800) 382-1436 EXHIBIT "C?' VERIFICATION The undersigned, Monique Ullom, hereby certifies that: She is the President of Cumberland Valley Motors, Inc.; 2. She is authorized to make this verification on its behalf; The facts set forth in the foregoing Answer are true and correct to the best of her knowledge, information and belief; and 4. She is aware that any false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. Dated: ! ,.rJ 3a c'lGfomque om, President Cumberland Valley Motors, Inc. CERTIFICATE OF SERVICE I, Evan C. Pappas, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Defendant's Answer, New Matter and Declaratory Judgment on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: John R. Keating, Esquire KEATING LAW FIRM, P.C. 4232 Northern Pike, Suite 202 Monroeville, PA 15146 S WILLI S, C. Dated: gy Evan C. Pappas P.O. Box 88 Harrisburg, PA 17108 (717)763- 1121 FILFu-C F ICY ,OF THE 2009 NOV -2 Psi 3': 15