HomeMy WebLinkAbout11-8187Karen A. Salvemini, Esquire
Attorney I.D. No. 307174
Kathryn D. Sallie, Esquire
Attorney I.D. No. 208116
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Email: ksalvemini(&rhoads-sinon.com
kcal lie(c-t,;rhoads-sinon. com
Attorneys for Plaintiff
KAIROS DESIGN GROUP, LLC,
Plaintiff,
V.
ALEXANDER SPRING LLC and
BARRY LYONS, individually,
-T- F I y" rr'yy t`.P 3i
j, I
I OCT 28 A 10: I ?.
UMBERLA" I) U(''U
E IISYI_`J.?.P?1, t`.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW /I
NO. //- ?,y-7 (, l;vlL -reldp
JURY TRIAL DEMANDED
Defendants.
NOTICE TO DEFEND
YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims 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 other 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW.
THIS OFFICE AND PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE
TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER
LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
CUMBERLAND COUNTY BAR ASSOCIATION
32 South Bedford Street
Carlisle, PA 17013
(717) 249-3166 0-5
gg.oopd
C# 3g17
?#'2665x1
Xf1?
825618.1
Karen A. Salvemini, Esquire
Attorney I.D. No. 307174
Kathryn D. Sallie, Esquire
Attorney I.D. No. 208116
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Email: kaalvemini &rhoads-sinon.com
ksallieA,'rhoads-sinon.com
Attorneys for Plaintiff
KAIROS DESIGN GROUP, LLC,
Plaintiff,
V.
ALEXANDER SPRING LLC and
BARRY LYONS, individually,
Defendants.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO.
JURY TRIAL DEMANDED
COMPLAINT
NOW COMES, Plaintiff, Kairos Design Group, LLC, by and through its attorneys,
Rhoads & Sinon LLP, and files the within Complaint and avers as follows:
Plaintiff, Kairos Design Group, LLC ("Kairos"), is a Pennsylvania limited
liability company organized and existing under the laws of the Commonwealth of Pennsylvania,
maintaining its principle place of business at 1611 A Market Street, Camp Hill, Cumberland
County, Pennsylvania 17011. Kairos is a landscape architectural design firm in the business of
providing a complete range of site planning services.
2. Defendant, Alexander Spring LLC, ("Alexander"), upon information and belief, is
a limited liability company organized and existing under the laws of the Commonwealth of
Pennsylvania and maintaining its principle place of business at 5237 East Trindle Road,
Mechanicsburg, Cumberland County, Pennsylvania 17050.
3. Defendant, Barry Lyons (together with Alexander collectively referred to as
"Defendants"), is an adult individual residing at 5511 General Jenkins Drive, Mechanicsburg,
Cumberland County, Pennsylvania 17050.
NATURE OF THE ACTION
4. This is a civil action for Breach of Contract (Count I), Unjust Enrichment (Count
II), Promissory Estoppel (Count III), and Account Stated (Count IV).
JURISDICTION AND VENUE
Venue is proper in this judicial district under Pennsylvania Rules of Civil
Procedure 1006 and 2179 as the cause of action arose here, Defendants regularly conduct
business here, and a transaction or occurrence took place here out of which the cause of action
arose.
FACTUAL BACKGROUND
6. In or about April 2008, Defendants asked Kairos to prepare a proposal for
providing landscape architectural/civil engineering services to Defendants on a residential
development project in West Pennsboro Township, Cumberland County, Pennsylvania.
7. On or about May 6, 2008, Kairos presented to Defendants a Proposal for
Landscape Architectural and Land Development Services for Mixed-Unit Cluster Style
Residential Development in West Pennsboro Township, Cumberland County, Pennsylvania (the
"Proposal"), whereby Kairos agreed to provide creative designs for a series of intra-related
residential structures and Defendants promised to pay for services rendered following any
invoices at the prices charged by Kairos. A true and correct copy of the Proposal is attached
hereto as Exhibit "A."
8. Defendants agreed to the terms and conditions of the Proposal and authorized
Kairos to proceed with performing its obligations under the Proposal.
9. From April 2008 through December 2008, Kairos fulfilled its obligations under
the Proposal and properly sent invoices to Defendants for services rendered. True and correct
copies of the invoices from April 2008 to December 2008 are attached hereto as Exhibit "B."
10. On September 7, 2008, Kairos issued an invoice for services provided between
August 11, 2008 to September 7, 2008 in the amount of $23,413.75 (the "September Invoice").
Defendants failed to timely pay the September Invoice. See Exhibit B.
11. On October 13, 2008, Kairos requested an update from Defendants on the status
of the September Invoice. A true and correct copy of email correspondence between Kairos and
Mr. Lyons is attached hereto as Exhibit "C."
12. On October 29, 2008, Defendants remitted a partial payment of $3,000.00 to
Kairos which was applied towards the September Invoice. A true and correct copy of the
October 29, 2008 check is attached hereto as Exhibit "D."
13. Kairos issued three more invoices for services performed through December of
2008, none of which were timely paid. See Exhibit B.
14. Due to Defendants' failure to remit payment on the September through December
invoices, Kairos stopped working on the project on or around December 2008.
15. Due to Defendants' failure to remit payment when properly due and owing,
Kairos began invoicing Defendants for finance charges. True and correct copies of the finance
charge invoices are attached hereto as Exhibit "E."
16. The balance for outstanding invoices and finance charges at the end of 2008 was
$87,587.92.
17. Despite stopping work on the project in December of 2008, Kairos continued to
monitor the project into 2009 as it attempted to work out a payment arrangement with
Defendants.
18. After many months of delays by Defendants and continued requests from Kairos
for payment, Defendants made three payments to Kairos in 2009 totaling $20,000.00. True and
correct copies of the payment checks from 2009 are attached hereto as Exhibit "F."
19. Defendants' final payment to Kairos was made on or about October 27, 2009, in
conjunction with a payment agreement between Kairos and Defendants (the "First Payment
Agreement"). A true and correct copy of the First Payment Agreement is attached hereto as
Exhibit "G."
20. Under the terms of the First Payment Agreement, Defendants agreed to pay the
then outstanding balance of $67,587.92 or enter into a repayment schedule acceptance to all
parties within eight (8) months from the date of the First Payment Agreement. See Exhibit G.
21. Kairos complied with its obligation under the First Payment Agreement by not
pursuing legal action for the eight (8) month period and attempting to implement a reschedule
payment with Defendants.
22. Defendants defaulted under the First Payment Agreement by failing to remit
payment in full for all outstanding monies due and owing to Kairos and failing to enter into a
repayment schedule within the eight (8) month period. See Exhibit G.
23. On or about July 27, 2010, Kairos and Defendants entered into a Second
Agreement for Terms of Payment (the "Second Payment Agreement"), pursuant to which
Defendants promised to pay Plaintiff all outstanding invoices and interest charges for a total
balance due of $88,188.71, plus interest, and to provide monthly updates on their litigation and
financial situation. Kairos promised to refrain from pursuing legal action for an additional eight
(8) months beginning August 1, 2010. A true and correct copy of the Second Payment
Agreement is attached hereto as Exhibit "H."
24. Defendants have failed (i) to provide the required monthly updates, (ii) to remit
payment in full at the end of the eight month period, (iii) to enter into a repayment schedule, all
in breach of the Second Payment Agreement.
25. Kairos properly refrained from pursuing legal action for a period of eight months
beginning August 1, 2010, pursuant to the terms of the Second Payment Agreement.
26. Several other attempts to implement a payment schedule between 2009 and 2011
were unsuccessful, resulting in the continued failure by Defendants to cure its default under the
Second Payment Agreement or otherwise remit the monies owed for services rendered by Kairos
in 2008, plus accrued interest and charges.
27. As of the filing of this Complaint, the total outstanding balance, including interest
accrued through August 15, 2011, for the services rendered by Kairos and owed by Defendants is
$101,822.54. A true and correct copy of the Financial Summary of Alexander Spring/Barry
Lyons Project is attached hereto as Exhibit "l."
28. The Second Payment Agreement also provides for the payment of attorney's fees
for legal action pursued to obtain collection of the monies due to Kairos by Defendants. See
Exhibit J.
29. On or about August 10, 2011, Kairos sent a letter to Defendants indicating that
payment of the balance of $101,822.54 (including accruing interest) remains outstanding and
proposing a third amended payment agreement. A true and correct copy of the August 10, 2011
letter is attached hereto as Exhibit "J."
30. As of the date of filing, Defendants have failed to agree to any type of amended
payment agreement and have failed to remit payment for the outstanding balance of $101,822.54.
31. Due to Defendants' failure to remit payment for the outstanding balance, Kairos
has suffered a significant financial burden and severe hardships, including but not limited to the
inability to pay the salaries of its employees, the inability to pay timely rent for its office space,
its inability to timely remit payment to its lenders, sub-consultants, and other related
commitments.
COUNTI
Breach of Contract
32. The averments of paragraphs 1 through 31 are incorporated herein by reference.
33. Kairos and Defendants entered into a contract for payment of services, the terms
of which are memorialized in the Second Payment Agreement. See Exhibit H.
34. As set forth in more detail above, Kairos refrained from pursuing legal action for
a period of eight months beginning August 1, 2010, in accordance with the parties' Second
Payment Agreement.
35. In violation of the terms of the parties' Second Payment Agreement, Defendants
failed and refuse to remit payment of the outstanding invoices plus accrued interest for services
rendered by Kairos pursuant to the Proposal.
36. In violation of the terms of the parties' Second Payment Agreement, Defendants
failed to provide the required monthly updates.
37. In violation of the terms of the parties' Second Payment Agreement, Defendants
failed and refuse to enter into a repayment schedule.
38. Kairos has complied with all obligations in connection with the Second Payment
Agreement.
39. Defendants have not, at any time, disputed the amount set forth in the invoices or
the fact that it is legally obligated to Kairos for such amounts.
40. Defendants have, however, failed to pay the full amount due and owing as set
forth in the invoices and the Second Payment Agreement.
41. Kairos has made proper demand upon Defendants for payment of the outstanding
sum owed, but Defendants have wrongfully failed and refused to pay Kairos the amount due.
42. Defendants' failure to remit payment in accordance with the terms of the Second
Payment Agreement constitutes a material breach of the contract for which Defendants are liable
to Kairos for the current balance of $67,587.92, plus accrued interest of $34,234.62 and
attorney's fees, for services rendered by Kairos to Defendants.
WHEREFORE, Plaintiff, Kairos Design Group, LLC, respectfully requests that judgment
be entered in its favor, and against Defendants Alexander Spring LLC and Barry Lyons in the
amount of $101,822.54, together with interest and costs, including reasonable attorney's fees,
and any other such relief that the Court deems appropriate.
COUNT II
(Alternative Count - Unjust Enrichment)
43. The averments of paragraphs 1 through 42 are incorporated herein by reference.
44. In the alternative, to the extent that Defendants had no obligation under law to
make the payments required by the invoices, Defendants have been unjustly enriched because
they received the benefits of the services provided by Kairos and the promise to withhold legal
action for eight months for which Defendants provided no consideration.
45. Defendants have accepted and retained such benefits.
46. Kairos has suffered a detriment as a result of such unjust enrichment.
47. It would be inequitable for Defendants to retain the benefits they received to the
detriment of Kairos without payment of consideration to Kairos.
48. The reasonable value of the unpaid services and promises provided to Defendant
is at least $101,822.54, which is the amount Defendants agreed to pay under the terms of the
Proposal and the Agreement.
49. Injustice will result if recovery is denied.
WHEREFORE, Plaintiff, Kairos Design Group, LLC, respectfully requests that judgment
be entered in its favor, and against Defendants Alexander Spring LLC and Barry Lyons in the
amount of $101,822.54, together with interest and costs, including reasonable attorney's fees,
and any other such relief that the Court deems appropriate.
COUNT III
(Alternative Count II - Promissory Estoppel)
50. The averments of paragraphs 1 through 49 are incorporated herein by reference.
51. In the alternative, assuming to the extent that Defendants had no obligation under
law to make the payments required by the invoices, Defendants have been unjustly enriched
because they received the benefits of the services provided by Kairos and the promise to
withhold legal action for eight months for which Defendants provided no consideration.
52. Kairos performed all of its obligations owed to Defendants, has delivered proper
invoices for payment to Defendants, and has refrained from filing any legal action for the
relevant eight month period.
53. It was reasonable for Defendants to expect that their promises to pay for the
services rendered by Kairos and its subsequent promise to refrain from filing legal action for
eight months would induce Kairos to perform its services and refrain from filing a law suit.
54. Kairos relied upon Defendants' promises to pay for the services rendered and to
provide monthly updates as well as a repayment schedule, and Kairos has fully performed its
obligations to Defendants.
55. Defendants have benefitted at Kairos's expense by failing to pay $101,822.54 to
Kairos as promised in exchange for Kairos's services and restraint in withholding legal action for
eight months.
56. Injustice will result if Defendants' promises are not enforced.
WHEREFORE, Plaintiff, Kairos Design Group, LLC, respectfully requests that judgment
be entered in its favor, and against Defendants Alexander Spring LLC and Barry Lyons in the
amount of $101,822.54, together with interest and costs, including reasonable attorney's fees,
and any other such relief that the Court deems appropriate.
COUNT IV
(Alternative Count III - Account Stated)
57. The averments of paragraphs 1 through 56 are incorporated herein by reference.
58. Kairos, on a regular basis, sent Defendants invoices detailing the amount of the
debt owed by Defendants to Kairos.
59. Defendants have never disputed that the amounts claimed as due were accurate
and properly owed to Kairos.
60. In fact, Defendants expressly acknowledged that the amount due to Kairos was
accurate and that they would repay such amount to Kairos.
61. Kairos has made repeated demands for payment but Defendants have failed and
refuse to pay the amount due.
WHEREFORE, Plaintiff, Kairos Design Group, LLC, respectfully requests that judgment
be entered in its favor, and against Defendants Alexander Spring LLC and Barry Lyons in the
amount of $101,822.54, together with interest and costs, including reasonable attorney's fees,
and any other such relief that the Court deems appropriate.
JURY DEMAND
Plaintiff Kairos Design Group, LLC requests a Trial by Jury on all issues so triable.
Respectfully submitted,
RHOADS & S1NON LLP
By: v
Karen Sa vemini, Esquire
Attorney I.D. No. 307174
Kathryn D. Sallie, Esquire
Attorney I.D. No. 208116
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff Kairos Design Group,
LLC
VERIFICATION
Craig W. Bachik, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating
to unworn falsification to authorities, that he is a Principal of Kairos Design Group, LLC, that
he makes this verification by its authority and that the facts set forth in the Complaint are true
and correct to the best of his knowledge,
Date
VERIFICATION
Renee M. Regal, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating
to unworn falsification to authorities, that he is a Principal of Kairos Design Group, LLC, that
he makes this verification by its authority and that the facts set forth in the Complaint are true
and correct to the best of his knowledge, information and belief.
24 OCT 2J I ?i
Date Renee M. Regal
EXHIBIT A
KAIROS
DESIGN
GROUP, LLC
LANDSCAPE ARCHITECTURE 4 Lemoyne Drive, Suite 201
CORPORATE MASTER PLANNING Lemoyne, PA 17043
RECREATIONAL DESIGN Phone: (717) 920-5900 Fax: (717) 920-5902
RESIDENTIAL DESIGN E-mail: kairosinfoCbkairosdesigngroup.net
May 6, 2008
Mr. Barry Lyons
Lyons Construction Services
5237 East Trindle Road
Mechanicsburg, PA 17050
RE: Proposal No. 08073P17-0 - Proposal for Landscape Architectural and Land Development
Services for Mixed-unit Cluster Style Residential Development, West Pennsboro Township,
Cumberland County, Pennsylvania
Dear Mr. Lyons:
KAIROS DESIGN GROUP, LLC (KAIROS) is pleased to submit for your review and
consideration our proposal to provide Landscape Architectural and Engineering Site Design
services for the above-referenced project.
PROJECT UNDERSTANDING AND BACKGROUND
It is our understanding that Lyons Construction Services (LCS) wishes to create a distinctive
"cluster" style residential development which is to include a variety of housing types, substantial
open space, recreation opportunities and conservation of existing natural features. It is our
professional belief at the outset of this project that the currently-envisioned development of this
property will not be controversial for West Pennsboro Township. The ability to creatively design
a series of intrarelated residential types, integrate common open spaces and be environmentally
sensitive to the site is a challenge that the KAIROS team has considered and looks forward to
developing with your project team.
The KAIROS team for this project will involve several subconsultants, including a surveyor,
traffic engineer, wetlands consultant, archaeological consultant, and geotechnical consultant.
KAIROS will engage and manage these subconsultants, but they will invoice and be paid directly
by LCS, the project Owner.
Due to the site's close proximity to the Borough of Carlisle, KAIROS will explore the possibility
of connecting to the Borough's water and sewer systems. We will work with LCS in an effort to
have these utilities extended from the Borough and to establish an inter-municipal agreement
between the Borough of Carlisle and West Pennsboro Township. KAIROS will also consider the
potential role that the Alexander Spring Creek can play in the management of site stormwater and
define the ability to infiltrate storm water on-site.
Lyons Construction Services - West Pennsboro Township Residential Development Page 1
Proposal No. 08073P17-0
KAIROS, and our sub-consultant team, will provide the following design services related to this
project in a three-phase approach.
SCOPE OF WORK
PHASE I. SITE ANALYSIS & SKETCH PLAN
A. Topographic and Property Line Survey - The KAMOS team will work with our
professional surveyor in order to prepare detailed topographic and planimetric survey
information for the project site. Once wetland areas have been delineated by our wetland
consultant, they will be field located by our surveyor and incorporated into the site
boundary and topographic survey.
B. Subdivision and Land Development Ordinance Research - A representative of
KAIROS will review the current West Pennsboro Township Zoning, Subdivision and
Land Development Ordinances to determine the specific criteria associated with the
proposed development of the property. The purpose of this review is to identify design
criteria such as maximum lot coverage, parking requirements, zoning requirements and/or
unique reports or studies that are required.
C. Intermunicipal Agreement for Sewer and Water Services - KAIROS anticipates
approaching the adjoining Borough of Carlisle Public Works Department early on to
determine the Borough's interest and capacity to extend sewer and water lines to service
this property.
D. Base Plan Preparation - KAIROS representatives will prepare a base plan from the
existing property line and topographic information described in Item A above, as well as
from available Cumberland County GIS information and existing aerial photography. The
topographic survey will be performed by our survey team and will be converted to a base
plan format using AutoCAD version 2008. We would expect that LCS as the
client/owner, and/or chosen architect, will provide us with all building base plan
information for our use in development of Land Development Plans for the project.
E. Site Visit(s) - Representatives of KAIROS have visited the project site in order to view
and photograph first-hand the existing conditions. Those items of concern that will
warrant additional site visits would include possible ingress and egress locations on and
along McAllister Church Road, Alexander Spring Creek, extent and type of existing
utilities, evaluation of adjoining land uses, on and off-site views, existing natural features
steep on-site slopes, limits of existing wetlands, and floodplain boundaries.
F. Site Analysis - KAIROS proposes the development of a detailed site analysis at the
outset of the project. The KAIROS design team utilizes the site analysis to thoroughly
investigate and analyze the project site. Our investigation will involve not only the
specific site contained within the property boundary, but the total site, which includes the
site environs to the horizon and beyond. Only from actual site observation can we get a
"feel" for the land. While we have already begun this process, more time will be needed
to better understand the site's limitations, assets and greatest potential.
G. Program Meeting and Concept Development - To promote an open team environment
for the project, KAIROS suggests holding a "kickoff' meeting to be structured as an
owner-driven interactive design charrette. The site analysis can be used as a starting point
Lyons Construction Services - West Pennsboro Township Residential Development Page 2
Proposal No. 08073P17-0
for "brainstorming" various approaches and concepts for designing this distinctive
residential design project. This meeting is intended to gather input and ideas from all
team members in a collaborative manner. The meeting will also serve as the
organizational meeting for the team. We will identify a communication and decision
making structure, confirm a program for the project, confirm a project delivery schedule
and discuss quick alternatives for design based upon our initial analysis and sketches. We
should all leave the meeting with a complete, clearly defined process for the project.
H. Sketch Plan Preparation - Following the Programming meeting, a Sketch Plan will be
prepared to scale to graphically depict the proposed arrangement of the uses envisioned
for the property. The plan will illustrate the entrances; drive lanes, mixture of potential
village-style residential uses, environmentally sensitive areas, green space, walking trails
and project amenities. Building locations will be depicted as well as any setback and
open space requirements. A schematic grading and site utility plan will be prepared that
considers the required site modifications understood as necessary to construct the project.
The plan will be used to establish proposed property line and lot arrangements for the
anticipated subdivision process that will follow hereafter.
1. Sketch Plan Design Meeting - Representatives of KAIROS will meet with LCS and/or
selected designees in order to present the Sketch Plan and to receive any comments that
you may have related to the proposed layout. The purpose of this presentation will be to
approve the arrangement of site uses and schematic grading/utility concepts prior to
beginning Land Development Plans.
J. Schematic Grading and Utility Plan Preparation - KAIROS representatives will
prepare schematic grading and utility plans for review and comment. The site-wide goal
is to have a balanced site with no need for import or export of materials. This effort
would include value engineering of utilities prior to beginning detailed design and then
refinement of those details as the project matures.
K. Recreation Amenities Development - The complete extent of recreational amenities is
yet to be determined, but a vision of pedestrian walking trails, access to Alexander Spring
Creek, and recreational/gathering areas has been suggested for the project. The use of
inexpensive, durable trail materials that are environmentally friendly will be considered
for all recreation design efforts.
L. Presentation Graphic - The marketing approach for this project begins in the early
conceptual stages of the project. KAIROS will provide one perspective sketch to assist in
illustrating and understand the proposed arrangement of uses. It is our thought that this
graphic will be used for public presentations associated with the project and township
review.
M. Pre-Design Meetings with West Pennsboro Township Staff and Cumberland County
Conservation District (CCCD) - The KAIROS design team will prepare for and meet
with the township staff and engineer in order to present the developed sketch and
grading/utility plan prior to preparing detailed engineering documents. As a team we will
meet with the CCCD staff in a pre-application setting in order to review and finalize an
approach to the Erosion & Sedimentation Plan preparation and permit submissions. The
purpose of these meetings will be to streamline the engineering design and approval
process.
Lyons Construction Services - West Pennsboro Township Residential Development Page 3
Proposal No. 08073P17-0
PHASE II. PRELIMINARY LAND DEVELOPMENT PLAN and SUBDIVISION PLAN
PREPARATION
A. Base Plan - KAIROS representatives will utilize the base plan which was completed
during our development of the Sketch Plan for this project. That Plan will be based upon a
final survey prepared by our professional surveyor.
B. Utility Research - KAIROS representatives will utilize the Pennsylvania "One Call"
system in order to confirm utilities that are located within the project site or adjoining
lands. All affected utility companies will be sent base plans for them to locate their lines
and sizes. As required, each utility company will be asked to provide a letter indicating
their ability to provide service to the project. It will also be critical for KAIROS to verify
their service and easement locations.
C. Wetland Delineation and Environmental Assessment Report, Natural Features Plan
and Phase I Environmental Report - The KAIROS team will prepare a wetland
delineation report and Environmental Assessment Report that complies with the West
Pennsboro Township ordinances. The report will be complimented by a Natural Features
Plan that will detail the extent of natural features, vegetation, etc. A Phase I
Environmental Report is included with the scope of our study.
D. Geotechnical Investigation - A geotechnical investigation will be coordinated by
KAIROS that addresses the information needed to confirm erosion and sedimentation
infiltration requirements, etc. The geotechnical investigations will be limited to only this
information.
E. Archaeological Investigation - The KAIROS Team's archaeological consultant will
perform an investigation in the area of the historic bank bam. A PHMC review will be
required for the Part H sewer permit associated with the Pump Station review and
approval of PADEP.
F. LCS Design and Engineering Review of Plans - KAIROS representatives will meet
with the LCS team on a biweekly basis to provide updates on the project. KAIROS will
provide a progress set of plans to LCS seven (7) days in advance of all submissions for the
purpose of LCS' review and comment. We will require that all comments be received at
least two (2) days prior to a submission in order to adequately address any comments. We
anticipate working closely with the entire team through the design process and
communicating regularly to minimize changes.
G. Sanitary Sewer Calculation Preparation - KAIROS representatives will prepare a
Sanitary Sewer Usage Calculation for the project. The calculations will be utilized to
identify the total capacity that will be required for the proposed project. We will submit
information to the West Pennsboro Township Authority and to the Borough of Carlisle
Public Works Department (as required) for their review and approval. An equivalent
dwelling unit (EDU) calculation and a Sanitary Sewer Module will be prepared for
submission to PADEP.
H. Cover & Note Sheets - The formality associated with the Subdivision and Land
Development process justifies the need for a Cover and Note Sheet for this project. The
Cover Sheet will indicate the project title, site data, ownership information, signature
Lyons Construction Services - West Pennsboro Township Residential Development Page 4
Proposal No. 08073P17-0
blocks, sheet index and location map. The Note Sheet will contain general and specific
notes related to the project.
1. Existing Conditions Plan - KAIROS representatives will prepare an Existing Conditions
Plan as the Base for the project. This plan will depict "as-built" survey data, property line
information, existing vegetation, wetland locations, adjoining street cartway and right-of-
way widths, building setbacks, easements, utility locations, wetland locations and
topographic features. The perimeter boundary description will be provided with bearings
and distances and the total site acreage will be illustrated on the plan.
J. Subdivision Plan Preparation - KAIROS representatives, using survey data provided by
our surveyor, will prepare a detailed Subdivision Plan that illustrates the metes, bounds
and acreage descriptions for all of the lots proposed as part of the project. The
mathematical closure associated with each lot will be provided, along with all line and
segment information and curve data. The plan will be prepared as a preliminary/final plan.
KAIROS will have our surveyor review and seal the Subdivision Plan.
K. Layout Plan Preparation - KAIROS representatives will prepare site layout plans,
which will illustrate the proposed horizontal geometry for all site construction items. The
Layout Plan(s) will tie the existing and proposed building(s) to the individual site property
lines as well as provide bearings, distances for drive lane center lines and dimensions for
parking space layouts. All building plan information will need to be provided to KAIROS
by you and/or your architect.
L. Grading Plan Preparation - KAIROS representatives will prepare a separate Grading
Plan which will define the proposed vertical nature of the site surface and illustrate how
separate uses interact with one another vertically. Specific attention will be given to
establishing proper drainage patterns for the vehicular and pedestrian circulation systems.
The project's grading design will conform to the_ West Pennsboro Township
Subdivision/Land Development and Zoning Ordinances.
M. Utility Plan - KAIROS representatives will prepare a Utility Plan that addresses all
utilities intended to service the proposed development. We will send schematic plans of
proposed service locations to all affected utility companies/authorities and meet with their
representatives, as required, in order to confirm serviceability and develop mutually
agreeable utility designs for the project that maximize installation efficiencies.
N. Cut and Fill Earthwork Analysis - K.AIROS representatives expect there to be a series
of meetings related to Cut and Fill Earthwork early on to define the parameters for utility
and earthwork for the project. It will be critical for all of the team to be making the same
assumptions for the earthwork calculation process. The grading plan will be modified, as
agreed to by all parties to achieve a balanced design.
0. Easement Plan - KAIROS representatives will prepare a detailed easement plan that
conforms to West Pennsboro Township Subdivision/Land Development and Zoning
Ordinance and defines with metes and bounds the areas associated with each easement
type needed for this project. Those easements may include, but are not limited to, storm
water, sanitary sewer, access, water, electric, gas, wetlands, etc.
P. Utility Profiles for Storm Water and Sanitary Sewer - KAIROS representatives will
prepare profiles for the storm sewer and sanitary sewer conveyance systems. These
Lyons Construction Services - West Pennsboro Township Residential Development Page 5
Proposal No. 08073P17-0
profiles will illustrate the interaction between various utilities and will document to the
municipal agencies how these utilities will be constructed. The profiles will also assist the
contractor in the proper installation of both sanitary and storm water systems.
Q. Storm Water Computations - KAIROS representatives will prepare storm water
computations that conform to design criteria contained within the West Pennsboro
Township Ordinance and by the Pennsylvania Department of Environmental Protection
(PADEP). The computations will analyze the project site in a pre- and post- development
scenario to determine proposed inlet and collection system locations, as well as storm
water infiltration requirements. We will confirm that the down stream storm water system
capacity is adequate to convey storm water runoff from the project site. Our engineering
design team will work to mitigate stormwater impacts through the use of PADEP "Best
Management Practices" (BMPs). We are approaching our design to this project by
considering a combination of rain gardens and infiltration areas in order to avoid the need
for large detention basins.
R. Sanitary Sewer Design and Detailing - KAIROS representatives will work with the
West Pennsboro Township Authority and (as required) the Borough of Carlisle Public
Works Department representatives to prepare detailed sanitary sewer system conveyance
plans, profiles and details. A standard gravity conveyance system is envisioned to handle
and collect on-site effluent. A pump station will be required to convey effluent from the
site to the point of connection with existing facilities owned by the Borough of Carlisle.
We anticipate the need to develop an inter-municipal agreement between the Borough of
Carlisle, West Pennsboro Township and you as the developer of the project. The sanitary
sewer system and pump station design documents will be submitted to the West Hanover
Township Authority and PADEP for review and approval on your behalf. All fees
associated with these submissions are not included in the scope of this proposal and are
your responsibility as the property owner.
S. Traffic Impact Study - KAIROS will work with our Traffic Engineering sub-consultant
for the preparation and completion of the Traffic Impact Study (TIS) for the project. The
TIS will consist of two parts, a Traffic Assessment and the Impact Study itself. The
Assessment will include a Preliminary Traffic Analysis, a Letter Report, and the required
coordination with Susquehanna Township. The Traffic Impact Study will include Data
Collection, Trip Generation, Trip Distribution, Traffic Projections, Traffic Analyses, the
preparation of the Traffic Impact Study Report, and the attendance of the traffic engineer
at two (2) municipal meetings. The intersection of McAllister Church Road and Route 11
will be a focal point for this study.
T. Erosion and Sedimentation Control Plan Preparation - KAIROS will prepare an
Erosion and Sedimentation Control Plan and Narrative Report for the project. The
documents will be prepared in conformance with the Pa. Clean Streams Law, Chapter
102, as amended. An application will be prepared for the submission of plans to the
Cumberland County Soil Conservation District for their review and consideration. Our
design team will prepare an approach that utilizes the Best Management Practices
suggested/required by PADEP. We will also prepare a post construction storm water
management plan and narrative report as required by the Conservation District and
PADEP. An NPDES Permit will be required for the project as the total area of land
disturbance is greater than one (1) acre. The pre-application meeting described earlier will
be the first step in an efficient design, review and approval process.
Lyons Construction Services - West Permsboro Township Residential Development Page 6
Proposal No. 08073P17-0
U. Planting Plan Preparation - KAIROS representatives will prepare a landscape plan that
will conform to the West Pennsboro Township Ordinance for screening requirements and
to the project budget. The budget will need to be defined early in the process, probably at
the programming session stage of the design process. A seasonal mix of plant material
will be suggested in order to provide year round interest. Plant symbols will be utilized to
indicate plant locations, species and sizes. A plant list will be provided listing common
and botanical names. It is our belief that creative planting design will enhance the
environment of the community. Special attention will be given to the entrance and signage
locations for the project to provide a year-round interest to the main entrance as well as
the project streets and common areas.
V. Site Lighting Plan - The KAIROS lighting design team will work with our Landscape
Architects and LCS to select and prepare a site lighting plan that enhances the project and
creates a safe environment for the community residents, employees and guests. The up-
lighting of certain site features, such as entry signage and common seating areas will be
considered as part of the lighting effort for the project. As with the landscape plans, a
budget for construction items will need to be defined. We will provide you with a series of
design selections related to light fixtures and provide an illumination plan suitable for
review and approval by the Township. Our work does not include the design or detailing
of interior electrical services.
W. Focal Point and Entry Feature Design - To promote the new community as a premier
address in the area and as a destination location, KAIROS can provide a selection of the
services mentioned above to create an appealing and dramatic focal point and/or entry
feature design. The desire for these features can be discussed early in the project to
ensure that they are well-integrated into the fabric of the design as the project progresses.
This focal point item may include such things as a pergola/trellis, pavilion, etc.
X. Detail Sheets - KAIROS representatives will prepare a series of detail sheets, which will
graphically depict dimensioned details for site related construction items. Construction
details will conform to PENNDOT Road Construction Standards, Pa.Pub. 408 and West
Pennsboro Township standard site, signage and sewer details.
Y. Phasing Plan - KAIROS representatives will work with you to define an appropriate
Phasing Plan for the project. The approach to phasing will need to be well thought out
since the projects infrastructure and key elements will need to be in place prior to selling
the first home. The extent of each phase will need to be described and quantified for the
grading, utility and erosion and sedimentation work.
Z. PennDOT Utility HOP plan Preparation - KAIROS representatives will prepare
detailed Highway Occupancy Permit Plans related to the sewer and water utility work on
the Ritner Highway (Route 11) portion of the project. These HOP Plans will be prepared
for the Authority on your behalf and will require approval by PennDOT prior to any work
taking place within the PennDOT Right-of-way.
AA. Floodplain Delineation Work - The current depiction and alignment of the 100 year
floodplain, as shown on the existing FEMA Flood Insurance Rate Map (FIRM) is
inaccurate. KAIROS representatives will prepare a detailed floodplain study for the
project site in order to redefine the 100 year floodplain and revise the FEMA FIRM. This
will include preparing appropriate HEC-RAS information and submission to the
Lyons Construction Services - West Pennsboro Township Residential Development Page 7
Proposal No. 08073P 17-0
Township and FEMA. A Conditional Letter of Map Revision (CLOMR) and Final Letter
of Map Revision (FLOMR) will be prepared and submitted.
BB.Application Preparation and Plan Submission - KAIROS representatives will prepare
the necessary Subdivision & Land Development Plan Submission Letters to West
Pennsboro Township and Cumberland County, as well as the Cumberland County
Conservation District Applications and will submit these documents on your behalf.
Submissions of our design will also be made to all affected utility companies. The fees
associated with all submissions are the responsibility of the owner and are not included in
the scope of our proposal.
CC. Municipal Meetings - A KAIROS representative will attend a total of up to six (6) West
Pennsboro Township meetings in order to present the project on your behalf. It is
anticipated that a maximum of two (2) of those meetings will be with the West Pennsboro
Township Planning Commission, two (2) meetings with Board of Supervisors and two (2)
meetings with the West Pennsboro Township Authority Staff and/or Engineer. All
municipal meetings in excess of these six (6) will be invoiced at an hourly fee or as an
additional lump sum fee per meeting.
Please understand that KAIROS can not guarantee approvals related to this project, only the
timely preparation and submission of plans.
In anticipation of a Preliminary Plan approval, we have provided an outline of Phase 1 Final Plan
items for your consideration. We will not provide a final fee for these services until such time as a
Preliminary approval has been obtained for the project.
PHASE III. FINAL LAND DEVELOPMENT PLAN and SUBDIVISION PLAN
PREPARATION (Fees for these services are vet to be determinedl
Upon approval of the Preliminary Plan, as described above, KAIROS representatives will prepare
Final Subdivision and Land Development Plans. While not all tasks can be determined at this
time, we anticipate that a large portion of the Preliminary Plans, profiles and details will simply
be modified to reflect appropriate phasing of utility and infrastructure construction for a Final
Plan submission.
The following itemizes the tasks necessary for Phase I work. That work includes:
A. Cover & Note Sheets
B. Site Context Map
C. Phase I Final Subdivision Plan Preparation - KAIROS representatives, along with our
registered surveyor, will provide detailed lot calculation information for the Phase I
portion of the project and the residual portion intended for future phases will be depicted.
D. Layout Plan Preparation
E. Grading/Utility Plan Preparation
F. Easement Plan - KAIROS representatives will prepare Easement Plans that include, but
are not limited to, cross-access issues, storm water, sanitary sewer, water, electric, gas,
wetlands, etc.
G. Roadway and Drive Lane Profiles
H. Utility Profiles for Storm Water and Sanitary Sewer
1. Sanitary Sewer Design and Detailing
J. Planting Plan Preparation
Lyons Construction Services - West Pennsboro Township Residential Development Page 8
Proposal No. 08073P17-0
K. Site Lighting Plan
L. Detail Sheets
M. Part H Sewer Pump Station and Sewer Extension Plans and Permit Applications
N. Application Preparation and Plan Submission
Municipal Meetings - A KAIROS representative will attend a total of up to six (6) Township
meetings in order to present the project on your behalf. It is anticipated that two (2) of those
meetings will be with the Township Planning Commission and two (2) meetings with the
Township Board of Supervisors; two (2) meetings each will be required for both the Preliminary
and Final Phase I Plans. Also anticipated are two (2) meetings with the Township Staff and/or
Engineer. All municipal meetings in excess of these six (6) will be invoiced at an hourly fee or as
an additional lump sum fee per meeting.
PHASE IV. OTHER SERVICES (Not included in our scone/fee, but available upon request)
• Marketing Graphics - To assist in the promotional effort to market the community,
KAIROS can provide a full range of graphic design capabilities, including hand-drawn
and CAD-based plan renderings, three-dimensional conceptual perspectives, digital
photography, brochure and flyer design, website design, large-format board
presentations, and PowerPoint-style slide show presentations.
COMPENSATION
The aggregate total of our design services as described above, and including
subcontractors for surveying, wetland delineation, geotechnical infiltration testing, Phase
1 Environmental report and Traffic Engineering shall be invoiced on a fixed fee basis of
Three-hundred and twenty-five thousand and two-hundred dollars ($325,200.00); plus
direct project expenses.
The fees associated with each Phase of the project are as follows:
• PHASE I. SITE ANALYSIS, TOPOGRAPHIC & PLANIMETRIC SURVEY,
SKETCH PLAN PREPARATION AND CLIENT/TOWNSHIP
MEETINGS ...................................................... $57,200.00.
.......................
• PHASE II. PRELIMINARY LAND DEVELOPMENT PLAN and SUBDIVISION
PLAN PREPARATION, WETLAND DELINEATION AND REPORT
PREPARATION, GEOTECHNICAL INFILTRATION TESTING, PHASE 1
ENVIRONMENTAL REPORT, and TRAFFIC ENGINEERING and REPORT
PREPARATION .......................................................................$268,000.00.
• PHASE III. FINAL LAND DEVELOPMENT PLAN and SUBDIVISION PLAN
PREPARATION (Fees for these services are yet to be determined)
• PHASE IV. OTHER SERVICES (Not included in our scope/fee, but available upon
request)
Any direct project expenses required for this project will be billed in accordance with the
attached schedule.
Lyons Construction Services - West Pennsboro Township Residential Development Page 9
Proposal No. 08073P17-0
We believe our proposal to be clear in defining the tasks needed to complete the project from start
to finish.
If, during the municipal review process, either the township or you the owner request currently
unanticipated engineering services of KAIROS, KAIROS will identify the scope and the
additional fees for your review and approval, prior to our starting additional work.
Invoices for our work will be issued monthly throughout the duration of the project. Payment of
all undisputed invoices shall be due within fourteen (14) days of their receipt. If payment of
undisputed invoices is not received within 14 days issuance, KAIROS reserves the right to stop
work on the project and to not address township, county, or state agency review comments until
all outstanding invoices are paid in full and accounts are made current.
If you are in agreement with the scope of our work as described above and the fee range
associated with that work, please indicate you concurrence by signing on the authorization line
provided below, dating your signature and returning one executed original to our office. Upon
receipt of an executed proposal we will contact you to develop a schedule for the project.
This contract and the completion of the work shall also be governed by the attached Standard
Terms and Conditions. Please indicate your acceptance of the attached terms and conditions by
signing in the area provided and returning one executed original along with this proposal.
We are prepared to begin work promptly on this project and we appreciate the opportunity to
present our approach to this significant project.
Sincerely,
VG
W. Bachik, ILA, ASLA - Principal
Renee M. Regal, ASLA - Principal
The undersigned agrees to the terms and conditions as described above and as contained in this
letterform proposal.
AUTHORIZED SIGNATURE DATE
Lyons Construction Services - West Pennsboro Township Residential Development Page 10
Proposal No. 08073P17-0
KAIROS DESIGN GROUP, LLC
STANDARD TERMS AND CONDITIONS
THIS ADDENDUM, made this day of , 2008, by and between KAIROS DESIGN GROUP, LLC
(hereinafter "KAIROS") and
(hereinafter "Client").
WHEREAS, KAIROS is a consulting Landscape Architectural and engineering firm located in Lemoyne Borough,
Cumberland County, Pennsylvania, 17043 which provides landscape architectural and site/civil design services; and
WHEREAS, contemporaneously herewith, KAIROS and Client have entered into a Professional Service Agreement
(hereinafter referred to as "Agreement") which terms are specific to KAIROS and Client; and
WHEREAS, the parties desire to provide for the additional standard terms and conditions in the form of this Addendum to
be incorporated and made a part of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and with the intention of
being legally bound, the parties do hereby agree as follows:
1. OPINION OF PROBABLE COSTS. Opinion of probable construction and related costs, financing and acquisition of
land and rights-of-way prepared by KAIROS represent its judgment as a design professional and are supplied for the
general guidance of the Client. Since KAIROS has no control over cost of labor, materials, equipment or services
furnished by others, over contractors' methods of determining prices, over cost of financing, acquisition of land or rights-
of-way, or over competitive bidding, market or negotiating conditions, KAIROS does not guarantee that any such opinions
will not vary from actual costs or contractors' bids to the Client.
2. OWNERSHIP OF DOCUMENTS. Drawings, specifications, reports, and digitized versions thereof, furnished by
KAIROS under the Agreement shall be the property of the Client subject to the following conditions:
(a) KAIROS shall be entitled to keep copies of all such documents;
(b) KAIROS shall have the right to use the intellectual property contained in such documents;
(c) All proprietary information of KAIROS, including formulae, calculations, standards, and computer programs used in
preparation of the documents, shall remain the property of KAIROS;
(d) Any reuse of the documents without specific written verification or adaptation by KAIROS will be at the Client's sole
risk and without liability to KAIROS. Client shall indemnify and hold KAIROS harmless from and against any claims or
damages resulting from such reuse of documents; and
(e) Final reports, drawings and specifications will be maintained by KAIROS in accordance with KAIROS' Record
Retention Program.
3. CHANGED CONDITIONS. KAIROS has used its professional judgment in establishing the scope of services and fees
for this project, given the information provided by the Client or known to KAIROS about the project's nature and risks and
current laws, codes, regulations, standards and permit conditions in effect thirty (30) days prior to the date of the
proposal/Agreement. Occurrences or discoveries that were not originally contemplated by or known to KAIROS shall
constitute changed conditions and shall require an equitable adjustment in scope, schedule and/or fee under the Agreement.
If KAIROS should request an adjustment to the Agreement, KAIROS shall identify the changed conditions and the Client
shall promptly and in good faith enter into a renegotiation of the Agreement. If the Client refuses to renegotiate, KAIROS
may terminate the Agreement.
4. ADDITIONAL WORK. The Client or KAIROS may, from time to time, during the course of the work request
changes or modifications in the "Scope of Services" to be performed. Such changes and/or modifications, including any
increase or decrease in the amount of KAIROS's compensation, which are mutually agreed upon between the Client and
KAIROS shall be incorporated in written amendments to the Agreement. In the event the Client desires additional work
performed which is not covered by the proposal and/or Agreement, the parties shall execute an amendment to the
Agreement, and KAIROS shall be paid for the additional work in accordance with the terms and conditions for extra work
as set forth in the Agreement.
5. DELAYS. In the event of delays through no fault of KAIROS, the Client shall pay all costs that have been reasonably
incurred by KAIROS in suspending the services including all costs incurred in reactivating the services. This is in addition
to compensation for services performed and costs incurred prior to suspension.
6. WARRANTY AND REMEDY. KAIROS warrants that it shall exert the degree of care and skill in the performance of
its services normally exercised by similar professionals under similar circumstances. This warranty is in lieu of and
excludes all other warranties whether expressed or implied, by operation of law or otherwise, including any
warranty of fitness for particular purpose. KAIROS's liability to the Client for losses, injuries, damages or expenses
arising from KAIROS' services under the Agreement and which are covered by KAIROS' general liability insurance shall
be limited to KAIROS' general liability insurance coverage. For any other losses, injuries, damages or expenses arising
from KAIROS' services, Client agrees that KAIROS' total aggregate liability therefore shall not exceed the amount of
KAIROS' service revenue under the Agreement. For purposes of the Agreement and this Addendum, the term "liable" and
"liability" shall mean liability of any kind that may be found to rest upon KAIROS whether arising from the negligence of
KAIROS, its subcontractors, agents, or employees, breach of warranty, breach of contract, strict or absolute liability,
and/or any other cause.
7. PATENTS. KAIROS will not conduct patent searches in the performance of its services and assumes no responsibility
or liability for any patent or copyright infringement arising therefrom. Nothing contained herein shall be construed as a
warranty or representation that anything made, used or sold arising out of the services provided for the project will be free
from infringement of patents.
8. SUBCONSULTANT PROCESSING FEES. KAIROS charges an administrative processing fee of 12% for all
subcontractor invoices that are processed to the client through KAIROS. The purpose of this fee is to cover all costs
incurred by KAIROS for tax implications that are associated with the processing of these subcontractor invoices.
9. TERMS OF PAYMENT. In the event that payment is not made thirty (30) days from date of issuance, interest will be
charged at the rate of twenty-two percent (22%) per month on the outstanding balance, or the maximum amount permitted
by law.
10. SUSPENSION OF SERVICES. If payment of KAIROS' invoices is not maintained in accordance with Paragraph 8,
Terms of Payment, KAIROS may, after providing Client with ten (10) days written notice to cure, suspend further services
without liability until the Client has paid in full all amounts due KAIROS on account of services rendered and expenses
incurred, including interest on past due invoices. Suspension exceeding ninety (90) days shall, at KAIROS's option, make
the Agreement subject to renegotiation or termination. Any suspension shall extend the time scheduled for performance in
a manner that is satisfactory to KAIROS.
11. TERMINATION. The Agreement for KAIROS' services may be terminated by either party upon thirty (30) days
prior written notice to the other party. In the event of termination, KAIROS shall be compensated for services performed
and expenses incurred up to the date of termination, plus reasonable actual costs incurred by KAIROS as a result of a
termination by the Client.
12. SUCCESSORS AND ASSIGNS. The Agreement and this Addendum shall be binding upon the parties and their
respective successors and assigns. KAIROS may employ such independent consultants, associates, and subcontractors as it
may deem appropriate. Nothing in the Agreement or this Addendum shall be construed to give any right or benefits to
anyone other than the parties.
13. SEVERABILITY AND REFORMATION. Any provision or part thereof of the Agreement and this Addendum held
to be void or unenforceable under any law or order of court shall be deemed stricken, and all remaining provisions shall
continue to be valid and binding upon the Client and KAIROS. In addition, the parties agree that the Agreement and this
Addendum shall be reformed to replace such stricken provision(s) or part(s) thereof with valid and enforceable
provision(s) which come as close as possible to expressing the intention of the stricken provision(s).
14. EMPLOYEE LIABILITY. The Client acknowledges that KAIROS is a limited liability corporation and agrees that
any claim made by the Client arising out of any act or omission of any director, officer or employee of KAIROS in the
execution or performance of the Agreement, shall be made against KAIROS and not against such individual director,
officer or employee.
15. FORCE MAJEURE. Client and KAIROS agree that there shall be no liability on the part of either party for any
failure or delay in the performance of any obligations hereunder resulting from any cause beyond their reasonable control,
including, but not limited to, acts of God; acts or omissions of civil or military authority; acts or omissions of contractors
or suppliers; fires; floods; epidemics; quarantine restrictions; severe weather; strikes; embargoes; wars; political strife;
riots; delays in transportation; compliance with any regulations or directives of any national, state, local or municipal
government or any department thereof, fuel, power, materials or labor shortages.
16. NOTICES. Any notice given in connection with the Agreement or this Addendum shall be given in writing and shall
be delivered either by hand to the other party or by certified mail, return receipt requested, to the other party at the other
party's mailing address stated in the Agreement by giving notice of the change in accordance with this paragraph.
17. ASSIGNMENT. The Agreement or Addendum may not be assigned by either party without the other party's prior
written permission.
18. WAIVER. The waiver by either party of a breach of any provision of the Agreement or this Addendum shall not
operate, or be construed as a waiver of any subsequent breach.
19. MODIFICATIONS. No change, modification or waiver of any term of the Agreement or this Addendum shall be
valid unless it is in writing and signed by both parties.
20. ENTIRE AGREEMENT. The Agreement and this Addendum constitutes the entire agreement between the parties
and supersedes all prior agreements or understandings between the parties, whether oral or written.
21. APPLICABLE LAW. The Agreement and this Addendum shall be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles.
22. HEADINGS. The headings have been inserted for convenience only and are not to be considered when interpreting
the provisions of the Agreement or this Addendum.
23. COUNTERPARTS. The Agreement and this Addendum may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have duly executed this Addendum as of the date
first above written.
Witness:
Craig W. Bachik, RLA, ASLA - Principal
KAIROS DESIGN GROUP, LLC
Renee M. Regal, ASLA - Principal
(Authorized Signatory) (Authorized Signatory)
EXHIBIT B
KAIROS DESIGN GROUP, LLC
LANDSCAPE ARCHITECTURE
STREETSCAPE MASTER PLANNING
RESIDENTIAL DESIGN
RECREATIONAL DESIGN
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
4 Lemoyne Drive, Suite 201
Lemoyne,, PA 17043
Phone: 717-920-5900 Fax: 717-920-5902
www.kairosdesigngroup.net
Invoice
Date: 5/12/2008
Invoice #: 860
Terms: Due Date: Project No.:
04112108-05/11/08
Review available survey information and create a base plan; prepare for and attend site visit to
walk site and review property pro's and con's; drive area and surrounding road network; prepare
for and attend meeting at West-Pemrsboro-Township and-met with Manager and Engineer to
discuss project; meeting with West Pennsboro Twp members John Epply and Randy Bailey;
reviewing West Pennsboro code as related to land development and zoning; Review site analysis
and soils information; review photos and schematic bubble diagrams for layouts; preparing
conceptual lotting plan; prepare for and meet with Barry; review sketch options, comments and
layouts; prepare for and meet with Barry to discuss project and approach for sewer; prepared
letters to both Carlisle and West Pennsboro township regarding setting up a meeting for
discussions about a proposed intermunicipal agreement for sewer and water service; Provided
preliminary sanitary sewer and water service options for owner's review-, created conceptual road
and lot layout plans; review schemes and ordinances; Work on sketch plan additions and
suggested improvements to sketch layout; review unit counts and ordinance requirements;
prepare for and meet with Barry and Jeff Smith (Realtor) to review project; prepare for and
attend meeting with Mike Keiser in the Borough of Carlisle for Sewer Authority issues and to
discuss format for sewer extension agreement; review agreements and information provided
from Mice Keiser, Sketch Plan for layout concepts.
Total Contract Amount: YTBD
Total Invoiced To Date:
$17,581.25
Total Direct Project Expenses To Date:
NET 14 5/20008 08073R04-0 West Powboro Site
YdMOS DESIGN GROUP, LLC
LANDSCAPE ARCEITECTI'JRE 4 Lemoyne Drive, Suite 207
STREETSCAPE MASTER PLANNING Lemoyne, PA 17043
RESIDENTIAL DESIGN Phone: 717-920.5900 Fax 717-920-5902
RECREATIONAL DESIGN www.1Wwsdesigngroup.net
Send Toc
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Services for the period of: 0511 ?108-06MMS
Invoice
Date: 6/8/2008
Invoice #I : 819
Terms: Due Darr: Projed No,:
NET 14 622/2008 08073804-0 West Pennsb ow Site
Review Barry's questions related to sewer capacity and arrange meeting with John Eply to
review information; review Borough of Carlisle sewer and water agreements; review time line
and relationships with all three municipalities involved with developing agreement; Review
sketch plan options and sewer and water issues; review commercial property to approach Cedar;
review scope of sewer and water issues; review Dickinson Township sewer and water needs;
meet with sewer pump station mfgr„ review Township continents and sketch plan; work on
presentation information; research fees for maintenance, etc.; Contacting municipalities to
determine Authority monthly meeting schedules, preparing rough schedule of meeting
schedules; meeting with John Eply and Barry to discuss sewer extension into West Pennsboro;
correspondence with Carlisle, West Pennsboro and Dickinson twp. officials about intermunicipal
agreement; preparing financial draw schedule; refiring conceptual plan in preparation for
meeting with West Pennsboro Township scheduled for 6/11108; meeting with Steve Solon;
Review sewer options and comparable costs for package plant versus pump stations; Review and
work on tax revenue outline; Review site analysis in preparation for township meeting; Review
ordinances.
Balance Due This. Invoice:
Total Contract Amount: $325,200.00
Total Invoiced To Date:
7,625.00
$7,625.00
$25,206.25
Total Direct Project Expenses To Date: $0.00
KAIROS DESIGN GROUP, LLC
LANDSCAPE ARCHITECTURE
STREETSCAPE MASTER PLANNING
RESIDENTIAL DESIGN
RECREATIONAL DESIGN
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
www.kairosdesipgroup.net
Date: 7/1312008
Invoice # : 889
Terms: Due Date: Project No.:
Coordinate with Barry and review sewer and water agreement issues; review and respond to
questions; meet with sewer pump station mfgr.; review Township comments and sketch plan;
work on presentation information; research fees for maintenance; review plans; authorize survey
to proceed; review Dickinson Township information; Prepare sewer and water information and
tax information; meet with Barry to prepare for meeting with Township Sewer Auth. and BOS
meeting; review plans and continent on revisions; review analysis and sewer and water options;
Prepare for and attend joint meeting with West Pennsboro Sewer Authority and Board of
Supervisors to present project and discuss sewer agreement with Borough of Carlisle; review
sewer and water questions from Barry; Review schedule and graphics for sewer and water
layouts; work on review of sewer agreements; review analysis information; coordinate with
surveyor; walk site with sketch and look at layout options; review perspective views; Create
illustrative graphic for meeting with West Pennsboro Township; modify site analysis graphic;
Met with Barry to discuss sketch plan; Met with West Pennsboro Twp.; Created a schedule for
sewer approval process; Prepared exhibits for West Pennsboro BOS meeting (modifying
analysis, sewer, water graphics and creating schedule for municipal agreement process); Met
with Ron from Dickinson twp.
Balice D.uThis.lnYace <:::: °58,582:54:::
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
Phone: 717-920-5900 Fax: 717-920.5902
Invoice
Total Contract Amount: $325,200.00 Total Invoiced To Date: $33,788.75
Total Direct Project Expenses To Date: $0.00
services for the period of: 06/08!08-07/13/08 NET 14 7/27/2008 080731104-0 West Pennsboro Site
KAIROS DESIGN GROUP, LLC
LANDSCAPE ARCHMCTURE
STREETSCAPE MASTER PLANNING
RESIDENTIAL DESIGN
RECREATIONAL DESIGN
Tor...
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
Phone: 717-920-5900 Pax: 717-920-5902
www.kairosdeSigngroup.net
Invoice
Date: 811012008
Invoice iI : 910
Terms: Dae Date: Project No.:
Review sewer and water issues; review questions and preparation for joint meeting with Carlisle
Authority; review correspondence; coordinate with Barry; review letter/offer Mrs. Schultz;
Review survey status and extent of work on McAllister Road; review site survey issues with
adjoining property owner; coordinate with Barry and Joe; review work plan and approach;
modifying phasing plan; Review site layout based on new topo; review sewer alignment and
Rittner highway issues for sewer and water sketch; Prepare for and attend Site meeting with
Barry, surveyor and Mr. Lehman to discuss survey and project; review additional dozer work
needed to complete survey; Review survey information and schematic sewer and water layout;
Place design pa one-call and coordinate mailing and responses; Coordinate with David Loring of
Fquiterra related to sewer and water; site visit to tag trees and to verify classification of pond
adjacent to stream; met with Steve Baumgardner to walk site and review any potential wetlands;
Cleaning up Base survey from Burget; Work on sheet layout and road profiles I grading.
Direct Project Expense - Printing
40.00
Bali'ce'6ue'fhr":I%voices $G=Gb080
Total Contract Amount: $325,200.00
Total Invoiced To Date: $40,408.75
Total Direct Project Expenses To Date: $0.00
Services for the period of: 07/14/0848/10/08 NET 14 8124/2008 08073804-0 West Pennsboro Site
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
To:
Alexander Spring LLC
5237 East Trindle Road
Mechanicsburg PA 17050
Date: 9/7/2008
Invoice #: 920
Terms: Due Date: Project No.:
Coordinate with Surveyor and wetland consultant regarding property boundary issues and
wetlands; Review property line issues with surveyor and adjoining property owner; Review
profiles for roads; Review unit layout and relationship to roads/PL; Meet with Barry to review
work plan and schedule; Review critical time line items and sketch; Review property line issues
and acreage; Review layout/profiles; Review municipal information for easements and ordinance
requirements for parent tract property information and transfer of density; Completing PNDI
search, preparing water capacity request letter to WP Twp., coordination with Barry on Sewer
easement relocation; Site visit to review flagged wetlands and to locate an additional Specimen
tree; Created cross sections of roadways for grading purposes; Review survey issues related to
acreage; Coordinate with John Eply regarding meeting with Planning Commission; Review
ability to place sewer and water through land in Ag Preserve with County; Work on road profiles
and grading for main drive lane and unit layout, stationing for roads and profile to be
compliance with ordinance; Prepare for and meet with John Eply to discuss subdivision issues
related to parent tract and historic SD process w/o filing of plans/deeds; Walk 6 acre site with
Barry and look at density issues; Work on layout revisions for roadway and units adjacent to
Alexander Spring due to accurate property line information; Prepare for / attend West Pennsboro
Township Planning Commission; Site visit to walk areas of clearing and review survey/layout;
Review drainage swales and rock locations; Review sight distance at proposed entry; Walked
proposed utility easement location as well as looked at potential Ludt property access point;
Prepared grading study; Photograph Ritzier Highway route for sewer and water; Review
barnstable sewer/water route; Work on site layout and revisions; Review number of units and
road alignments; Work on storm sewer infiltration issues and options for layout and design;
located infiltration sites on plan; Met with Randy Bailey to discuss engineering issues; Roadway
Alignments, site grading, existing conditions plan; Site Grading, alternate layout; roadway
layout/alignments; road profiles and sections; Wetland Plans with location map.
Balance Due This Invoice: $23,413.75
Total Contract Amount: $325,200.00
LANDSCAPE ARCHITECTURE
URBAN REVITALIZATION
MASTER PLANNING
NEW RESIDENTIAL COMMUNITIES
CORPORATE ds COMMERCIAL DEVELOPMENTS
MWED-USE DEVELOPMENTS
Invoice SPORTS ASSEMBLY PROJECTS
Total Invoiced To Date: $63,822,50
Total Direct Project Expenses To Date: 540.00
Phone: 717-920-5900 Fax: 717-920.5902 www.kalrosdtsigngroup.net
Services for the period oh 08/11/08-09/07/08 NET 14 9!21/2008 08073R04-0 West Pennsboro Site
KAIROS DESIGN GROUP, LLC LANDSCAPE ARCHITECTURE
4 Lemoyne Drive, Suite 201 URBAN REVITALIZATION
Lemoyne, PA 17043 MASTER PLANNING
NEW RESIDENTIAL COMMUNITIES
CORPORATE & COMMERCIAL DEVELOPMENTS
MIXED-USE DEVELOPMENTS
Invoice SPORTS ASSEMBLY PROJECTS
To:
Alexander Spring, LLC
5237 East Trindle Road Date: 10/12/2008
Mechanicsburg, PA 17050 invoice # : 927
Terms: Due Date: Project No.:
Services for the period of. 09/08/08-10/12/08 NET 14 10/26/2008 08073804-0 West Pennsboro Site
Review submission requirements/dates; coordinate with Steve B regarding wetlands and Joe 30,103.75
regarding survey; Coord. with Barry regarding Conditional Use schedule and items; Work on
grading plans; review profiles and relationship of unit, garages to streets; review cut/fill and rock
issues; Review schedule and gootech information/locations; review survey info.; Reviewtrespond
to Barry's emails/questions; Review Storm water concepts for center drain and infiltration
options/locations at low points; Review grading plan and utility information; review units and
access issues; Coordinate with Chris Gullota regarding infiastructure financing; Review Special
Exception Request submission; worked on text/plans; Review grading and sewer layouts;
coordinate with earthwork contractors regarding cuttfill; prepare information for contractors;
Review conditional use information; Review alternative sewer layouts; Review for Conditional
Use submission; Prepared meeting minutes from meeting with Randy Bailey; Utility easement
investigation; Preparing conceptual grading plan; Met with David Loring; Coordination with sub
consultants, Baumgardner, Grove Miller, surveyor, township engineer, etc.; Coordination with
Geotech for infiltration; Preparing wetland report graphics; preparing PHMC and Cultural
Resource Notice; Meeting with John Eppley to discuss Conditional use and Special Exception
Applications; Coordinate stormwater and CLOMR items.with Jason; Preparing bid packages for
excavators; Meetings 10/7 with Jason on-site, 10/7 met Bob Gillard,10/9 met Jeff Shoppe;
Prepared special exception submission; Site visit to meet S. Baumgardner to look for any
wetlands on properties west of McCollister Church Road; Worked on Subdivision Plan, Layout
Plan, relocated road stub, prepared topographic surface information for CLOMR, CLOMR cross
sections, unit locations, overall site grading, roadway profiles and alignments, Placed PA One
Call, zoning plan, roadway grading and z values on proposed contours;. Utility plan, schematic
sewer layout, creating surface for proposed, checked cuttfill, open space plan, wetland plan
revisions, review force main location on-site, Special Exception Plan and Conditional Use Plan.
Direct Project Expenses to include print costs and postage 85.90
Balance Due This Invoice: $30,189.65
Total Contract Amount: $325,200.00 Total Invoiced To Date: $93,926.25
Total Direct Project Expenses To Date: $125.90
Phone: 717-920-5900 Fax: 717-920-5902 www.kaixosdesigngroup.net
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
To:
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Date: 11/9/2008
Invoice # : 940
Terms: Due Date: Project No.:
Review Special Exception and Conditional Use submissions / grading items; Review progress
flood plain information; Review DRAFT of Traffic Impact Study, review alternate access
through Ludt; review density issue with Barry and Steve; review ordinance to determine
definition vs. Cluster Option density; prepare outline for Special Exception and Conditional Use
hearings; coordinate with Liberty regarding grading balance; Review grading options and locate
areas of site to be lowered to balance cut and MI; coordinate with Barry on contractors quantities
and budget; review rock issues; Review ordinance items related to density calculations; review
graphics for the Special Exception hearing and Conditional Use presentations; review engineers
comments; Prepare responses; Review plans and outline additional plans/graphics for meetings;
coordinate with John Eply regarding density issues and follow-up on meetings; Prepare for and
attend the West Pennsboro Township Zoning Hearing Board to testify on Special Exception for
utilities in floodplain and culvert crossing of Alexander Springs Creek for 1029 ZHB Hearing;
Prepare for and attend the West Pennsboro Township Planning Commission meeting to present
Conditional Use request for Cluster Development; Meeting with Liberty Excavators on Wed.
and Jason on Friday; working on CLOMR; Grading to balance site to send to contractors;
Gathering presentation information and preparing for Special Exception and Conditional Use
meetings; Worked on Revised sections; Lot Coverage Exhibit changes; sight distance on
McAllister Church Road; Subdivision Xref, property boundaries and right-of-way Lines; Layout,
centerline bearings. and distances; Subdivision Plan, Meets and Bounds, Right-of-way, setback
text and labeling; Layout Plan, Bearings and Distances-Centerline, signs, dims, pavement and
signage, labeling, sheet work, and key map; CLOMR, new section lines and calculations;
Graphics for Special exception meeting; Created new surface.
Direct Project Expenses - Printing costs for Special Exception submission and utility mailers
Direct Project Expenses - Mileage
264.00
112.32
Balance Due This Invoice: $20,968.82
Total Contract Amount: $325,200.00
LANDSCAPE ARCHITECTURE
URBAN REVITALIZATION
MASTER PLANNING
NEW RESIDENTIAL COMMUNITIES
CORPORATE & COMMERCIAL DEVELOPMENTS
MDCED-USE DEVELOPMENTS
Invoice SPORTS ASSEMBLY PROJECTS
Total Invoiced To Date:
Total Direct Project Expenses To Date:
$114,518.75
$502.22
Phone: 717-920-5900 Fax: 717-920-5902 www.kairosdesigngroup.net
Services for the period of-. 10/12/08-10131/08 NET 14 11/23/2008 08073R04-0 West Pennsboro Site
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
To:
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Date: 1217/2008
Invoice # : 946
Terms: Due Date: Project No.:
Review emails and ordinance issues related to density calcutamons; review grapmcs ror me
Special Exception hearing and Conditional Use presentations; review engineers comments and
prepare responses; review issues with Steve and Barry; review plans and outline additional
pMalgraphics for meetings; coordinate with John Eply regarding density issues and follow-up
on meetings; Review various emails tolfrom Barry on Conditional use and comments from
Township and grading balance issues; Review emails and coordinate with Peter Willson on legal
issues; coordinate with Barry regarding responses to Conditional Use and Special Exception
comments; review grading issues on cut and fill; coordinate with Paul Junkins at Hempt Bros.;
Review emails on Barry's progress and Conditional use issues with the township staff and his
attorney; Prepare for and attend meeting at West Pennsboro Township with attorneys, engineer
and Barry to review engineering comments and density issues; review follow-up and look at
Access Road verses public road definitions; work on memo for issues; Review density issues
and emails with Barry on payment status and responding to Conditional Use comments;
coordinate with Tony Dawood; Review Township Zoning and SD/LD ordinances for issues
related to Access Drives and Public/private streets; work on letter/memo; review and coordinate
with Tony Dawood.
Balance Due This Invoice:
Total Contract Amount: $325,200.00
Total Invoiced To Date:
Total Direct Project Expenses To Date:
LANDSCAPE ARCHITECTURE
URBANE REVITALIZATION
MASTER PLANNING
NEW RESIDENTIAL COMMUNITIES
CORPORATE & COMMERCIAL DEVELOPMENTS
MIXED-USE DEVELOPMENTS
Invoice SPORTS ASSEMBLY PROJECTS
$3,258.75
$117,777.50
$502.22
Phone: 717-920-5900 Fax: 717-920-5902 www.kairosdesipgroup.net
Services for the period of 11/01!08-12!07!08 NET 14 12/2112008 08073R04-0 West Pennsboro Site
EXHIBIT C
Page 1 of 1
2<
Craig W. Bachik
From: Craig W. Bachik [cbachik@kairosdesigngroup.net]
Sent: Monday, October 13, 2008 9:54 AM
To: 'Barry Lyons'
Subject: Alexander Springs
Good Morning Barry,
I've been reviewing the apartment concept with Steve. I think that there's merit to the idea. We'll need to review
this.
I'm working through this weeks accounting items and need an update on your plans for payment on the
September 7, 2008 Invoice No.920 for $23,413.75.
Please let me know when we can expect payment. I'm working to make Wednesday's payroll.
Thanks,
Craig
9/21/2011
EXHIBIT D
BARRY T. LYONS ores
CYNTHIA A. LYONS
5511 GENERAL JEWNS DR.
MECKWCSBURG, PA 17050
PAYTOTFI6 ??? S ?y
MM&TBank
ommw
morel oft
MEMO Ste: -
AM 3130 29 5 51:
palm 7365
DAl ara9-a s
U
8 "`
6125694.110, xrm
EXHIBIT E
Statement
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive
Suite 201
Lemoyne, PA 17043
To:
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Date
1111912001
Amount Due Amount Enc.
875,408.59
Date Transaction Amount Balance
08073R04-0 West Pennsboro Site-
09107/2008 INV #920. Due 0912112008.Orig. Amount $23,413.75. 20,413.75 20,413.75
10/12/2008 INV #927. Due 1012612008.Orig. Amount $30,189.65. 30,189.65 50,603.40
11/09/2008 INV #940. Due 11/23/2008.Orig. Amount $20,968.82. 20,968.82 71,572.22
11/13/2008 INV #FC 133. Due 11/13/2008. Orig. Amount $3,836.37. Finance Charge 3,836.37 75,408.59
CURRENT 1-30 DAYS PAST 31-60 DAYS PAST 61-90 DAYS PAST OVER 90 DAYS
Amount Due
DUE DUE DUE PAST DUE
20,968.82 34,026.02 20,413.75 0.00 0.00 $75,408.59
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive
Suite 201
Lemoyne, PA 17043
Bill To
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Finance Charge
Date invoice #
12117/2008 FC 134
Terms
Description Amount
invoice #920 for 20,413.75 on 09/07/2008
Invoice #927 for 30,189.65 on 10/12/2008
Invoice 4940 for 20,968.82 on 11 /09/2008 4,000.20
Total $4,000.20
Payments/Credits $0.00
Balance Due $4,000.20
KAIROS DESIGN GROUP, LLC
4 Lemoyne Drive
Suite 201
Lemoyne, PA 17043
To:
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Statement
Date
12/17/2008
Amount Due Amount Enc.
$82,667.54
Date Transaction Amount Balance
08073804-0 West Pennsboro Site-
09/07/2008 INV #920. Due 09/212008.Orig. Amount $23,413.75. 20,413.75 20,413.75
10/122008 INV #927. Due 10262008.Orig. Amount $30,189.65. 30,189.65 50,603.40
111092008 INV #940. Due 11/2312009. 061. Amount $20,968.82. 20,968.82 71,572.22
11/13/2008 INV #FC 133. Due 11/13/2008.Orig. Amount $3,836.37. Finance Charge 3,836.37 75,408.59
12/07/2008 INV #946. Due 1221/2008.Orig. Amount $3,258.75. 3,258.75 78,667.34
12/17/2008 INV #FC 134. Due 12/17/2008.Orig. Amount $4,000.20. Finance Charge 4,000.20 82,667.54
CURRENT 4-30 DAYS PAST 31-60 DAYS PAST 61-90 DAYS PAST OVER 90 DAYS
Amount Due
DUE DUE DUE PAST DUE
7,258.95 20,968.82 34,026.02 20,413.75 0.00 $82,667.54
KAIROS DESIGN GROUP, LLC
1611 A Market Street
Camp Hill, PA 17011
Bill To
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
i19
Finance Charge
Date Invoice #
1/23/2009 FC 135
Terms
Description Amount
4,920.38
Invoice #920 for 20,413.75 on 09/07/2008
Invoice #927 for 30,189.65 on 10/12/2008
Invoice #940 for 20,968.82 on 11/0912008
Invoice #946 for 3,258.75 on 12/07/2008
Paid from Barry T. Lyons check #7537
Total $4,920.38
Payments/Credits $_4,920.38
Balance Due $0.00
EXHIBIT F
BARRY T. LYONS o7-6
CYNTHIA A. LYONS
5511 GENERAL JENIONS OR.
MECHANICSSURG, PA 17050
PAY TO THE k /? ` .'
ORDER OF 1
"B109 7537
313
DATE -n q
$'?
J uj \?
DOLLARS u K
YMM&TBank
or"
Pad lrp t9oklod. "44-1
NEW swtLte '
A031302955i: 61256544x'?q3 7
'=l , ? < '
BARRY T. LYONS 07-M 7641
CYNTHIA A. LYONS n
5511 GENERAL JENIGNS DR `f
MECHANICSBURG. PA IMW DATE 5L
PAY70THE $
ORDER ?, /? V V q
o-? DOLLARS W r
e
YMM&T Banlc
9 wmns.noRe.
,403130 29551: 6 L 256544x'76
BARRY T. LYONS o7-88?87M 7658
CYNTHIA A. LYONS
5611 GENERAL ,IENKINS DR. I3
MECHANICSBURG, PA 17050 DATE It) -On - U 7
PAY TO ORDEROFD { L` S ti $ ?'15 W 4
4? o V DOLLARS B . -
WM&TBank
Doi..
??
two • /'? Aamm LL - "r
1:0313029S51: 6 25654tea'?65
I
10A ETRO
BANK mymetrobank.com
ps ie?fuanatbn retMds Yansadiona ltvough 6A0 Pk1 ae M budness daY. Sara deposh a" not to avob9ft /or hardy wWmwA n Chsdm
1 and oNrr items an raaeiwd for deposl subject to the Wovi bm of the Undo m Canmsrdat Code or any apptlee
31 15:09 10/27/2009 0102 ***'6349
TIrDDDep $ 7,500.00
MARKET STREET LEMOYNE101
S-1s
MAM 5W AC
EXHIBIT G
AGREEMENT FOR TREMS OF PAYMENT BETWEEN
BARRY LYONS, Individually, and ALEXANDER SPRINGS LLC and
KAIROS DESIGN GROUP, LLC
Dated: October 27, 2009
The undersigned, BARRY LYONS, individually and on behalf of Alexander Springs
LLC, agrees to pay KAIROS DESIGN GROUP, LLC and its principals Renee M. Regal
and Craig W. Bachik, a total of $7,500 on October 27, 2009 as partial payment of
outstanding invoices which total $75,087.92, plus interest. Barry Lyons further agrees to
pay KAIROS the remaining balance, plus interest, upon settlement of Lyon's pending
litigation with the State System of Higher Education and the Shippensburg University
project, or by the source of other funds should they become available.
For a period of 8 months beginning November 1, 2009 KAIROS (Renee Regal and Craig
Bachik) will not pursue legal action against Barry Lyons and/or Alexander Springs as a
good faith effort to continue to work with Barry Lyons and Alexander Springs during this
litigation period in order to resolve the unpaid balance. Any statute of limitations is
tolled during the 8 month standstill. If at the end of the 8 month period payment in full
has not been made to KAIROS by Barry Lyons and Alexander Springs, KAIROS and
Lyons will prepare a repayment schedule that is agreeable to the parties. If an agreeable
payment schedule cannot be reached, KAIROS reserves the right to pursue legal recourse
to collect payment in full, plus interest and all legal fees. KAIROS reserves the right to
confess judgment for the outstanding balance should the parties not agree to repayment
schedule at the end of the 8 months. Barry Lyons and Alexander Springs must also
provide KAIROS with monthly updates on litigation and financial situation. If monthly
updates are not provided to KAIROS by the last day of each month (either by e-mail,
U.S. Mail or hand delivery on the last day of each month) the stay is automatically
revoked.
T7rs;7 to the terms as stated above.
Dated: / 0/0/
a Lyons
- Dated: 21 0cC 2001
R 'e M. Regal !
• - Dated: g W. Bac ik k `
11:36 AM
10/27/09
MROS DESIGN GROUP, LLC
Customer QuickReport
All Transactions
Type Date Num Memo Amount
Barry Lyons
08073804-0 West Pennsboro Site
it
D
62'
2
579
Deposit 6118/2009 epos ,
.
Deposit 10/2212009 Deposit 5,000.00
Deposit 10127/2009 Deposit 7,500.00
Estimate 4/1/2008 08073P17-0 189,940.00
General Journal 12131/2008 BR8 Write off Lyons Finance Charge -7,836.57
General Joumal 12/31(2Q08 ,_ ?,?R9.,_? Bad Debts-._.:-...:._...,_,..:...: .....,.?.,:..: ;74,830.97 ...... .
Invoice 5/1212008 860 17,581.25
Invoice 618/2008 879 7,625.00
Invoice 7/13/2008 889 8,582.50
Invoice 8110/2008 910 6,660.00
Invoice 917/2008 920 23,413.75
Invoice 10/12/2008 927 30,189.65 t `I
Invoice 11/92008 940 20,968.82
Invoice 11/132008 FC 133 Finance Charge 3.836.37
Invoice 12/72008 946 3,258.75
Invoice 12/172008 FC 134 Finance Charge 4,000.20
Invoice 12312009 FC 135 Finance Charge '_1,920.381.
:. _
Payment _ 7/12008 1007 17,581.25
Payment 8142008 1770 7.625.00
P ent 911512008 101 8 582 50
Q j'V ,v"i
aym
Payment 9222008 104 6,660.00
Payment 10/31/2008 7365 3,000.00
Payment 61182009 7537 920, 8
15
Page 1
EXHIBIT H
AGREEMENT FOR TERMS OF PAYMENT BETWEEN
BARRY LYONS, Individually, and ALEXANDER SPRINGS LLC and
KAIROS DESIGN GROUP, LLC
Dated: July 27, 2010
The undersigned, BARRY LYONS, individually and on behalf of Alexander Springs,
LLC, agrees to pay KAIROS DESIGN GROUP, LLC (KAIROS) and its principals
Rende M. Regal and Craig W. Bachik all outstanding invoices which total $67,587.92,
plus interest charges for 2009 of $11,152.00 and interest charges from January through
the end of August of 2010 which totals an additional $9,448.79 for a current balance due
of $88,188.71, plus interest. Barry Lyons further agrees to pay KAIROS and its
principals Rende M. Regal and Craig W. Bachik upon settlement of Lyon's pending
litigation with the State System of Higher Education and the Shippensburg University
project, or by the source of other funds as they become available. This agreement shall
supersede the previous agreement dated October 27, 2009_
For a period of eight (8) months beginning August 1, 2010 KAIROS, and its principals
Renee M. Regal and Craig W. Bachik, will not pursue legal action against Barry Lyons
and/or Alexander Springs as a continued good faith effort to continue to work with Barry
Lyons and Alexander Springs during this litigation period in order to resolve the unpaid
balance, plus interest. Any statute of limitations is tolled during the additional eight (8)
month period, plus the original eight (8) month period and the intervening time period
shall standstill. If, at the end of the additional eight (8) month period payment in full has
not been made to KAIROS by Barry Lyons and Alexander Springs, KAIROS and Barry
Lyons will prepare a repayment schedule that is agreeable to the parties. If an agreeable
payment schedule is not reached, KAIROS reserves the right to pursue legal recourse to
collect payment in full, plus interest and all legal fees. KAIROS reserves the right to
confess judgment for the outstanding balance should the parties not agree to a repayment
schedule at the end of the additional eight (8) months which is March 3151, 2011. Barry
Lyons and Alexander Springs must also provide KAIROS with monthly updates on the
litigation and financial situation. If monthly updates are not provided to KAIROS by the
last day of each month (either by e-mail, U.S. Mail or hand delivery on the last day of
each month) the stay is automatically revoked.
The undersi agree to the terns as stated above.
a LYo - Dated: a? 6
V I
I M__
Dated: 29 A4 t1K4
Dated: L
EXHIBIT I
MROS DESIGN GROUP, LLC
1611 Market Street
Camp Hilt, PA 17011
Financial Summary of Alexander Springs / Barry Lyons Project
Invoice 860 $17,581.25 $67,587.92
Invoice 879 $7,625.00 16.5% annual interest $11,152.01
Payment -$17,581.25 $78,739.93 2009 Balance
Invoice 889 $8,582.50 16.5% annual interest $12,992.09
Payment -$7,625.00 $91,732.01 2010 Balance
Invoice 910 $6,660.00 16.5% annual interest $10,090.52
Invoice 920 $23,413.75 $101,822.54 2011 Balance as of August 15th, 2011
Payment -$8,582.50
Payment -$6,660.00
Invoice 927 $30,189.65
Payment -$3,000.00
Invoice 940 $20,968.82
Invoice fc133 $3,836.37
Invoice 946 $3,258.75
Invoice fc134 $4,000.20
Invoice fc135 $4,920.38
Payment -$4,920.38
Payment -$2,579.62
Payment -$5,000.00
Payment -$7,500.00
Balance Due $67,587.92 2008 Balance
5/10/2011
EXHIBIT J
KAIRO S
DESIGN
GROUP, LLC
LANDSCAPE ARCHITECTURE
CORPORATE MASTER PLANNING
RECREATIONAL DESIGN
RESIDENTIAL DESIGN
August 10, 2011
Mr. Barry Lyons
5511 General Jenkins Drive
Mechanicsburg, PA 17050
RE: KAIROS Agreement for Payment
Dear Barry,
4 Lemoyne Drive, Suite 201
Lemoyne, PA 17043
Phone: (717) 920-5900 Fax: (717) 920-5902
E-mail: kairosinfoftairosdesigngroup, net
As you know, on July 27, 2010, you and Alexander Springs LLC entered into an Agreement for
Payment (the "Agreement") with KAIROS Design Group, LLC ("KAIROS"), which Agreement
matured on March 31, 2011. KAIROS has not received any payments from you or. Alexander
Springs LLC since October 27, 2009 and is currently owed an amount of $101,822.54 (including
interest, which continues to accrue). On May 10, 2011, I sent a letter to your home and office
regarding the debt owed by you and Alexander Springs LLC and attached an amended payment
agreement extending the maturity date until August 15, 2011 (the "Amended Agreement"). On
June 10, 2011, I hand delivered a copy of that same letter and Amended Agreement to your wife
Cindy. I have called you at least a dozen times between May and August at both your cell phone
number (as previously requested by you) and your home phone number. You have not had the
professional courtesy to return any of those calls, nor have you responded by signing the
Amended Agreement and/or returning a signed copy of the Amended Agreement to our office.
I write this letter as one last effort to remain cordial about the outstanding debt owed to KAIROS.
We have not received payment from you since October 27, 2009 despite our many efforts to work
with you to arrange realistic terms for any type ofpayment, large or small. Based upon your lack
of cooperation and response to our many attempts to work with you regarding repayment of this
debt, this letter will serve as a final notice to you of your obligations under the Agreement. We
will not reach out to you again to discuss this issue. If you do not sign the attached Amended
Agreement by close of business (5:00 PM) on Friday, August 19, 2011, KAIROS will be forced
to hand this over to our legal council at Rhoads & Sinon to exercise our rights and remedies under
the Agreement, including, without limitation, confessing judgment against Alexander Springs
LLC and you individually for the full amount of the obligation.
I understand the current pain of your financial situation and KAIROS has repeatedly tried to work
with you on repayment terms and timeframes.
Please return a signed Amended Agreement and provide me with a long past due update on the
status of your litigation on the Shippensburg case. I have followed the Board of Claims website
and see that the court has granted an extension until August 16, 2011 for the filing of responsive
briefs. What is your anticipated timeframe on a decision on this case?
Attached with this letter you will find three copies of the Amended Agreement dated August 9,
2011. The Amended Agreement is substantially similar to the previous Agreement except that the
duration of the time extension is three (3) months. Also, the interest charges have been calculated
and added for all of 2009, 2010 and for 2011 from January 151 through August 150', 2011.
Please sign all three originals and return two (2) signed originals to our office at 1611 Market
Street, Camp Hill, PA 17011. If I do not hear back from you, and if you do not sign the attached
Agreements by close of business Friday, August 19`', 2011, we will authorize Rhoads & Sinon to
move forward with all legal means necessary to collect on the past due debt owed to KAIROS.
KAIROS's election to enter into the Amended Agreement or not to exercise any of its other rights
and remedies under the Agreement and other related documents at the present time, and any
financial accommodations KAIROS may have made to date, shall not be construed as a waiver of
any rights or remedies of KAIROS. Nothing contained herein or in any other communication or
in any ongoing discussions or negotiations which have or may take place between the parties
shall directly or indirectly: (i) create any obligation upon KAIROS to defer any enforcement
action or make any further financial accommodations; (ii) constitute a consent or waiver of any
past, present or future violation of any provisions of any agreement between the parties; (iii)
amend, modify or operate as a waiver of any provision of any agreement and/or related document
or any right, power, privilege or remedy of KAIROS thereunder; or (iv) constitute a course of
dealing or other basis for altering any duty or obligation owed by you or Alexander Springs LLC
to KAIROS. Nothing contained in this letter shall confer on you, Alexander Springs LLC or any
other person or entity any right to other or further notice or cure periods with respect to any
agreement between the parties. KAIROS expressly reserves all of its rights, powers, privileges
and remedies under the Agreement and related documents and/or applicable laws.
As always, please feel free to contact me anytime if you have any questions or comments.
Best Re ards,
-S DE NGR ,L
W. Bachik,
Cc: File
Ms. Kathryn allie - Rhoads & Sinon, LLP
evtn Scott - Rhoads & Sinon, LLP
AGREEMENT FOR TERMS OF PAYMENT BETWEEN
BARRY LYONS, Individually, and ALEXANDER SPRINGS LLC and
KAIROS DESIGN GROUP, LLC
Dated: August 9, 2011
The undersigned, BARRY LYONS, individually and on behalf of Alexander Springs, LLC
(collectively, the "OBLIGORS"), agrees to pay KAIROS DESIGN GROUP, LLC ("KAIROS")
and its principals Renee M. Regal and Craig W. Bachik all outstanding invoices which total
$67,5$7.92, plus interest charges for 2009 of $11,152.00 and interest charges from January
through the end of 2010 which totals an additional $12,992.09 and an additional $10,090.52 for
interest charges from January ?, 2011 through August 1516, 2011 for a current balance due of
$101,522.54, which includes interest. The Obligors further agree to pay KAIROS and its
principals Renee M. Regal and Craig W. Bachik upon settlement of Lyons' pending litigation
with the State System of Higher Education and the Shippensburg University project, or by the
source of other funds as they become available. This agreement shall supersede the previous
agreements dated October 27, 2009 and July 27, 2010.
For a period of three (3) months beginning August 15th, 2011 KAIROS, and its principals Renee
M. Regal and Craig W. Bachik, will not pursue legal action against the Obligors as a continued
good faith effort to continue to work with the Obligors during this litigation period in order to
resolve the unpaid balance, plus interest. Any statute of limitations is tolled during the additional
three (3) month period, plus the original twenty-one (21) month period and the intervening time
period shall standstill. If, at the end of the additional three (3) month period payment in full has
not been made to KAIROS by the Obligors, KAIROS and Barry Lyons will prepare a repayment
schedule that is agreeable to the parties. If an agreeable payment schedule is not reached,
KAIROS reserves the right to pursue legal recourse to collect payment in full, plus interest and all
legal fees. KAIROS reserves the right to confess judgment for the outstanding balance should the
parties not agree to a repayment schedule at the end of the additional three (3) months which is
November 15'h, 2011. The Obligors must also provide KAIROS with monthly updates on the
litigation and financial situation. If monthly updates are not provided to KAIROS by the last day
of each month (either by e-mail, U.S. Mail or hand delivery on the last day of each month) the
stay is automatically revoked.
THE FOLLOWING PARAGRAPH CONTAINS A WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST THE OBLIGORS. THE OBLIGORS ARE GRANTING
THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT UPON AN EVENT OF
DEFAULT AGAINST THEM OR ANY OF THEM AND EACH OF THEM HEREBY
KNOWINGLY, INTENTIONALLY, VOLUNTARILY, AND UNCONDITIONALLY WAIVES
ANY AND ALL RIGHTS THEY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR
A HEARING UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES OF
AMERICA AND THE COMMONWEALTH OF PENNSYLVANIA. THE OBLIGORS, IN
GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST
THEM AND IN ACKNOWLEDGING THIS WAIVER OF RIGHT ALSO ACKNOWLEDGE
THEIR RECEIPT OF ADVICE OF SEPARATE COUNSEL OR THEIR RIGHT TO HAVE
SEPARATE COUNSEL IF THEY HAVE NOT SOUGHT SUCH ADVICE.
UPON AN EVENT OF DEFAULT THE OBLIGORS HEREBY AUTHORIZE AND
EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR
ELSEWHERE TO APPEAR FOR AND ENTER JUDGMENT AGAINST THEM FOR THE
THEN UNPAID PRINCIPAL SUMS DUE HEREUNDER, TOGETHER WITH ALL
ACCRUED, UNPAID INTEREST, COSTS OF SUIT AND COLLECTION AND
REASONABLE ATTORNEYS' FEES, WITH OR WITHOUT DECLARATION OR STAY OF
EXECUTION, AND WITH RELEASE OF ERRORS, FOR WHICH THIS AGREEMENT OR A
COPY HEREOF SHALL SERVE AS A SUFFICIENT WARRANT. THIS POWER TO ENTER
JUDGMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THIS POWER AND
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL FULL PAYMENT
OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
The undersigned agree to the terms as stated above.
Alexander Springs, LLC
By: Dated:
Barry Lyons, Managing Member
Barry Lyons
Dated:
Dated: 10 h* q0 f
Dated: Aw , lot 7.011
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED OBLIGOR IS EXECUTING THIS _' DAY OF AUGUST
2011, AN AGREEMENT OBLIGATING OBLIGOR TO REPAY THE PRINCIPAL
SUM OF $67,587.92, TOGETHER WITH INTEREST AND COSTS AS SET FORTH
THEREIN.
A. THE OBLIGOR UNDERSTANDS THAT THE AGREEMENT CONTAINS A
CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT KAIROS
UPON AN EVENT OF DEFAULT TO ENTER JUDGMENT AGAINST OBLIGOR IN
COURT, AFTER A DEFAULT UNDER THE AGREEMENT, WITHOUT ADVANCE
NOTICE TO OBLIGOR AND WITHOUT OFFERING OBLIGOR AN OPPORTUNITY
TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE
AGREEMENT, BEING FULLY AWARE OF OBLIGOR'S RIGHTS TO ADVANCE
NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY
JUDGMENT OR OTHER CLAIMS THAT KAIROS MAY ASSERT AGAINST
OBLIGOR UNDER THE AGREEMENT, OBLIGOR IS KNOWINGLY,
INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING
ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE
OBLIGOR EXPRESSLY AGREES AND CONSENTS TO KAIROS ENTERING
JUDGMENT AGAINST OBLIGOR BY CONFESSION AS PROVIDED FOR IN THE
CONFESSION OF JUDGMENT PROVISION.
B. THE OBLIGOR FURTHER UNDERSTANDS THAT IN ADDITION TO
GIVING KAIROS THE RIGHT TO ENTER JUDGMENT AGAINST OBLIGOR
WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF
JUDGMENT PROVISION IN THE AGREEMENT ALSO CONTAINS LANGUAGE
THAT WOULD PERMIT KAIROS, AFTER ENTRY OF JUDGMENT, AGAIN
WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING
POSSESSION OF OR OTHERWISE SEIZING OBLIGOR'S PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE JUDGMENT,
BEING FULLY AWARE OF OBLIGOR'S RIGHTS TO ADVANCE NOTICE AND A
HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT, THE OBLIGOR IS KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND THE OBLIGOR EXPRESSLY
AGREES AND CONSENTS TO LENDERS IMMEDIATELY EXECUTING ON THE
JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND
FEDERAL LAW, WITHOUT GIVING OBLIGOR ANY ADVANCE NOTICE.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE
FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, THE OBLIGOR REPRESENTS THAT:
INITIALS
1. OBLIGOR WAS REPRESENTED BY OBLIGOR'S OWN
INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE AGREEMENT.
2. A REPRESENTATIVE OF KAIROS SPECIFICALLY CALLED THE
CONFESSION OF JUDGMENT PROVISION IN THE AGREEMENT TO OBLIGOR'S
ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS
DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
OBLIGOR:
BARRY LYONS
By:
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED OBLIGOR IS EXECUTING THIS _`h DAY OF AUGUST
2011, AN AGREEMENT OBLIGATING OBLIGOR TO REPAY THE PRINCIPAL
SUM OF $67,587.92, TOGETHER WITH INTEREST AND COSTS AS SET FORTH
THEREIN.
A. THE OBLIGOR UNDERSTANDS THAT THE AGREEMENT CONTAINS A
CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT KAIROS
UPON AN EVENT OF DEFAULT TO ENTER JUDGMENT AGAINST OBLIGOR IN
COURT, AFTER A DEFAULT UNDER THE AGREEMENT, WITHOUT ADVANCE
NOTICE TO OBLIGOR AND WITHOUT OFFERING OBLIGOR AN OPPORTUNITY
TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE
AGREEMENT, BEING FULLY AWARE OF OBLIGOR'S RIGHTS TO ADVANCE
NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY
JUDGMENT OR OTHER CLAIMS THAT KAIROS MAY ASSERT AGAINST
OBLIGOR UNDER THE AGREEMENT, OBLIGOR IS KNOWINGLY,
INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING
ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE
OBLIGOR EXPRESSLY AGREES AND CONSENTS TO KAIROS ENTERING
JUDGMENT AGAINST OBLIGOR BY CONFESSION AS PROVIDED FOR IN THE
CONFESSION OF JUDGMENT PROVISION.
B. THE OBLIGOR FURTHER UNDERSTANDS THAT IN ADDITION TO
GIVING KAIROS THE RIGHT TO ENTER JUDGMENT AGAINST OBLIGOR
WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF
JUDGMENT PROVISION IN THE AGREEMENT ALSO CONTAINS LANGUAGE
THAT WOULD PERMIT KAIROS, AFTER ENTRY OF JUDGMENT, AGAIN
WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING
POSSESSION OF OR OTHERWISE SEIZING OBLIGOR'S PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE JUDGMENT,
BEING FULLY AWARE OF OBLIGOR'S RIGHTS TO ADVANCE NOTICE AND A
HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT, THE OBLIGOR IS KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND THE OBLIGOR EXPRESSLY
AGREES AND CONSENTS TO LENDERS IMMEDIATELY EXECUTING ON THE
JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND
FEDERAL LAW, WITHOUT GIVING OBLIGOR ANY ADVANCE NOTICE.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE
FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, THE OBLIGOR REPRESENTS THAT:
INITIALS
1. OBLIGOR WAS REPRESENTED BY OBLIGOR'S OWN
INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE AGREEMENT.
2. A REPRESENTATIVE OF KAIROS SPECIFICALLY CALLED THE
CONFESSION OF JUDGMENT PROVISION IN THE AGREEMENT TO OBLIGOR'S
ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS
DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.
OBLIGOR:
ALEXANDER SPRINGS LLC
By:
Barry Lyons, Managing Member
Karen A. Salvemini, Esquire
Attorney I.D. No. 307174
Kathryn D. Sallie, Esquire
Attorney I.D. No. 208116
RHOADS & SINON LLP
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Email: ksalvemini@rhoads-sinon.co
ksallie@rhoads-sinon.com
Attorneys for Plaintiff
KAIROS DESIGN GROUPS LLC,
Plaintiff,
v.
ALEXANDER SPRIN G L ' and
BARRY LYONS, individua ly,
A Ira .y
A
Q
n
="n
ca N
N
r? =Q
~n
-n
Zp ? ?
? t
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION - LAW
NO. 11-8187 (Civil Term)
JURY TRIAL DEMANDED
NOW COMES, Plaintiff, Kairos Design Group, LLC ("Plaintiff' or "Kairos"), by and
through its attorneys, Rhoads & Sinon LLP, and files the within Answer to Preliminary
Objections filed by Defendants, Alexander Spring LLC and Barry Lyons (collectively the
"Defendants"), and states as follows:
1. Admitted.
2. Denied.
required. To the extent a
Complaint, being a written
i Paragraph contains conclusions of law to which no response is
ponse is required, the averment is specifically denied. Further, the
ocument, speaks for itself and Plaintiff specifically denies any
attempt by Defendants to m*haracterize the allegations set forth therein.
9
($OUNT I - BREACH OF CONTRACT
3. This paragraph incorporates the preceding paragraphs. Plaintiff therefore re-
alleges and incorporates by reference its responses to the preceding paragraphs. To the extent a
responsive pleading is required, the same is denied.
4. Denied. This Paragraph contains conclusions of law to which no response is
required. To the extent a response is required, the averment is specifically denied. Further, the
Complaint, being a written document, speaks for itself and Plaintiff specifically denies any
attempt by Defendants to mischaracterize the allegations set forth therein.
5. Admitted.
6. Denied. This Paragraph contains conclusions of law to which no response is
required. To the extent a response is required, the averment is specifically denied.
7. Denied. This :Paragraph contains conclusions of law to which no response is
required. To the extent a re ponse is required, the averment is specifically denied.
8. Admitted in art, denied in part. Plaintiff specifically denies any attempt by
Defendants to mischaracte:
Terms and Conditions as tl
only that Plaintiff attached
Complaint.
9. The averme
Complaint. The Complain
denies any attempt by Defi
:e the allegations set forth in the Proposal and Plaintiff's Standard
y are written documents that speak for themselves. It is admitted
ie Proposal and Plaintiff's Standard Terms and Conditions to the
in Paragraph 9 specifically relates to the allegations set forth in the
being a written document, speaks for itself and Plaintiff specifically
dants to mischaracterize the allegations set forth therein.
2
10. Denied as stated. The averment in Paragraph 10 specifically relates to the
allegations set forth in the Complaint. The Complaint, as well as the Proposal and Plaintiff's
Standard Terms and Conditi ns, being written documents, speak for themselves and Plaintiff
specifically denies any attempt by Defendants to mischaracterize the allegations set forth herein.
Without waiving said denial and by way of further answer, Plaintiff's breach of contract claim is
in fact based on the Second Agreement for Terms of Payment, attached to Plaintiff's Complaint
as Exhibit -H.-
11. Denied. This Paragraph contains conclusions of law to which no response is
required. To the extent a res ponse is required, the averment is specifically denied.
WHEREFORE, Plai ntiff, Kairos Design Group, LLC, respectfully requests that this
Honorable Court overrule D fendants Alexander Spring LLC and Barry Lyons' Preliminary
Objections pursuant to Pa. R . Civ. P. 1028 and order Defendants to file an Answer to Plaintiff's
Complaint within the time p riod proscribed by the Pennsylvania Rules of Civil Procedure.
LEGAL INSUFFICIENC Y OF PLAINTIFF'S COMPLAINT AGAINST DEFENDANT IN
REGARDS TO DAMAGES
12. Denied. Thi Paragraph contains conclusions of law to which no response is
required. To the extent a re ponse is required, the averment is specifically denied.
13. Denied. This Paragraph contains conclusions of law to which no response is
.required. To the extent a re sponse is required, the averment is specifically denied. Without
waiving said denial, and by ay of further answer, Plaintiff not only states specific facts
regarding the amount of da ages but also attaches several exhibits to its Complaint. See Compl.
at ¶T 7, 9-10, 13, 15, 20. Se e also Exhibits A, B, E, G, H, and I to Pl.'s Compl.
14. Denied. Thi s Paragraph contains conclusions of law to which no response is
required. To the extent a re sponse is required, the averment is specifically denied.
3
15. Denied. Thisl,Paragraph contains conclusions of law to which no response is
required. To the extent a re:
16. Denied. Thi;
required. To the extent a re:
Complaint, being a written c
attempt by Defendants to in
17. Denied as sto
themselves and Plaintiff spe
allegations set forth therein.
18. Denied. Thi
required. To the extent a re
WHEREFORE, Plai
Honorable Court overrule L
Objections pursuant to Pa. I
Complaint within the time I
onse is required, the averment is specifically denied.
Paragraph contains conclusions of law to which no response is
is required, the averment is specifically denied. Further, the
speaks for itself and Plaintiff specifically denies any
the allegations set forth therein.
. The Payment Agreements, being written documents, speak for
y denies any attempt by Defendants to mischaracterize the
:Paragraph contains conclusions of law to which no response is
is required, the averment is specifically denied.
iff, Kairos Design Group, LLC, respectfully requests that this
Alexander Spring LLC and Barry Lyons' Preliminary
Civ. P. 1028 and order Defendants to file an Answer to Plaintiff's
proscribed by the Pennsylvania Rules of Civil Procedure.
By:
Respectfully submitted,
RHOADS & SINON LLP
Karer?Ive -mini
Kathryn D. Sallie
One South Market Square
P. O. Box 1146
Harrisburg, PA 17108-1146
(717) 233-5731
Attorneys for Plaintiff
4
CERTIFICATE OF SERVICE
I hereby certify that on this 22nd day of December, 2011, a true and correct copy of the
foregoing Plaintiff's Answer to Preliminary Objections of Defendants was served by means of
United States mail, first clas4, postage prepaid, upon the following:
Jason P. Kutulakis, Esq.
Abom & Kutulakis
2 West High Street
Carlisle, PA 17013
Attorneys for Defendants
Cq'gL
PRAECIPE FOR LISTING CASE FOR ARGUMENT
(Must be typewritten and submitted in triplicate)
TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next
Argument Court.) %:?
-------------------- ---------------- ------- ------- ------- ----------------------- ------- ----------------
CAPTION OF CASE
(entire caption must be stated in full)
KAIROS DESIGN GROUP, LLC
vs.
ALEXANDER SPRING LLC and BARRY
LYONS, individually
-v--
M
[J?
< c,
r` :p
EE
0
w
rn -r
r--
. s r°
t?,
2011-8187 Civil 1
No. Term
1. State matter to be argued (i.e., plaintiffs motion for new trial, defendant's demurrer to
complaint, etc.):
Defendants' Preliminary Objections
2. Identify all counsel who will argue cases:
(a) for plaintiffs:
Karen Salvemini, Esquire, Rhoads & Sinon LLP
(Name and Address)
One South Market Square, P.O. Box 1146, Harrisburg, PA 17108-1146
(b) for defendants:
Jason Kutulakis, Esquire, Abom & Kutulakis
(Name and Address)
2 West High Street, Carlisle, PA 17013
3. 1 will notify all parties in writing within two days that this case has been listed for
argument.
4. Argument Court Date:
Karen A. Salvemini
Print your name
Plaintiff
Date: Attorney for
INSTRUCTIONS:
1. Original and two copies of all briefs must be filed with the COURT
ADMINISTRATOR (not the Prothonotary) before argument.
2. The moving party shall file and serve their brief 14 days prior to argument.
3. The responding party shall file their brief 7 days prior to argument.
4. If argument is continued new briefs must be filed with the COURT
ADMINISTRATOR (not the Prothonotary) after the case is rellsted.
PO Am
4e? c?o39
P,*47303
KAIROS DESIGN GROUP, LLC,: IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V.
: CIVIL ACTION - LAW
ALEXANDER SPRING, LLC,
and BARRY LYONS,
individually, NO. 11-8187 CIVIL TERM
IN RE: MOTION TO WITHDRAW AS COUNSEL
ORDER OF COURT
AND NOW, this 23rd day of April, 2012, upon consideration of the Motion To
Withdraw as Counsel, a Rule is hereby issued upon Plaintiff and Defendants to show
cause why the relief requested should not be granted.
RULE RETURNABLE within 20 days of service.
BY THE COURT,
?Karen A. Salvemini, Esq.
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108\
Attorney for Plaintiff
V Jason P. Kutulakis, Esq.
2 West High Street
Carlisle, PA 17013
Attorney for Defendants
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
? Barry Lyons
5511 General Jenkins Drive
Mechanicsburg, PA 17050
:rc 6r. e S
fC? ??311a
Christylee L. Peck, J.
CD
::X 3
PI ::c
C
6.
KAIROS DESIGN GROUP, LLC,: IN THE COURT OF COMMON PLEAS OF
Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA
V.
: CIVIL ACTION - LAW
ALEXANDER SPRING, LLC,
and BARRY LYONS,
individually, NO. 11-8187 CIVIL TERM
IN RE: MOTION TO WITHDRAW AS COUNSEL
ORDER OF COURT
AND NOW, this 22nd day of May, 2012, upon consideration of Attorney
Kutulakis' Motion To Withdraw as Counsel, and Plaintiff's response thereto, and
Defendants having failed to respond to the Rule To Show Cause, Attorney Kutulakis'
motion is granted. The Defendants are hereby directed to secure the appearance of new
counsel.
Karen A. Salvemini, Esq.
One South Market Square
P.O. Box 1146
Harrisburg, PA 17108\
Attorney for Plaintiff
Jason P. Kutulakis, Esq.
2 West High Street
Carlisle, PA 17013
Alexander Spring, LLC
5237 East Trindle Road
Mechanicsburg, PA 17050
Barry Lyons
5511 General Jenkins Drive
Mechanicsburg, PA 17050
BY THE COURT,
Christyle` L. Peck, J.
N