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Home My WebLink About14-3197 James S. Tupitza,Esquire Attorney Id #22761 Tup 1 &Associates,P.C. p�tvrr � 212 West ��}L��1jfr� 1 West Chester,PA 19380 610-696-2600 jim@tupitzalaw.com BATTLESTONE STEEL,LLC : IN THE COURT OF COMMON PLEAS 630 Freedom Business Center Drive : CUMBERLAND COUNTY,PA 3`d Floor King of Prussia,PA 19406, Claimant No. ! / ' VS. Carlisle Auto Industries, Inc. 1000 Bryn Mawr Rd, Carlisle , PA 17013, Respondent MECHANIC'S LIEN CLAIM Pursuant to the Mechanic's Lien Law of 1963, as amended, 49 P.S. 1101 et seq., Battlestone Steel, LLC files this Mechanic's Lien Claim and set forth the following: 1. Name of the Party Claimant: The Claimant is Battlestone Steel,LLC, 630 Freedom Business Center Drive, Yd Floor,King of Prussia,PA 19406. 2. The Name and Address of the Owner or Reputed Owner: The owner or reputed owner is: Carlisle Auto Industries,Inc. 1000 Bryn Mawr Rd, Carlisle ,PA 17013. 3. The date of Completion of Claimant's Work: The last day of the Claimant's work was March 24, 2014. 4. Name of Party to Contract and Notice: The Claimant contracted directly with the Respondent and therefore no notices are necessary. T 5. Identification of Contract and Scope of Work: The parties contracted by written agreement dated January 18, 2012,pursuant to which Claimant demolished certain buildings and structures as part and parcel of the preparation of building pads and the erection and construction of improvements on the Property. 6. Kind and Character of Work: The work included sorting various recyclable materials, including steel, copper, glass, bricks and concrete. The Claimant was to be paid 82.5%of the revenue from the sale of materials reclaimed from the development site on the Property, subject to a minimum payment of$500,000 to the Respondent as its share of the revenue. 7. The Amount Claimed to be Due: The amount claimed to be due is $1,600,000.00 representing 78.5% of the value of materials recovered and stored on the premises and not removed for sale. 8. Description of the Property Subiect to the Lien: Tax Parcels 06-19-1641-133 and 06-20-1800-001 located in Carlisle Borough and described in two deeds dated November 29, 2010 and attached as Exhibit"A" WHEREFORE, Claimant,Battlestone Steel, LLC, files this Mechanic's Lien James S Digitally signed by James 5.Tupitza DN:cn=James 5.Tupitza,o=Tupitza Associates,ou=tupitzalaw, T '}za email=jimatupitzalaw.com,c=US ` Date:2014.05.27 16:19:02-04'00' 5/27/2014 Yf Jam Tupitza, Esquire Attorney for Claimant .35 000w1 RECORDATION REQUESTED BY: Salzmann Hughes,PC 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 (717)249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes,PC 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 (717)249-6333 TAX PARCEL NO.06-20-1800-001 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS SPECIAL WARRANTY DEED, MADE EFFECTIVE THE Agth day of November,in the year two thousand ten (2010), BETWEEN IAC CARLISLE,LLC,a Delaware limited liability company,hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES,INC.,a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollar, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee,its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "A" on the ALTA land survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows (the"Property"): BEGINNING at a point on the westerly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly fine of the Cumberland Valley Branch of the Pennsylvania Railroad; thence along a curve to the left,having a Tmy_593969 4 radius of three hundred one hundred seventy and zero hundredths feet (3,170.00'), an arc length of three hundred seventy-four and thirteen hundredths feet(374.13'),a chord bearing South eighty-nine degrees, thirty minutes, twenty-nine seconds West (S 89' 30' 29" W) and a chord distance of three hundred seventy-three and ninety-one hundredths feet (373.91') to an existing 5/8" Rebar; thence South eighty-six degrees, seven minutes, forty seconds West (S 86' 07' 40" W), a distance of eighty-two and seventy-six hundredths feet (82.76') to a point;thence North fifteen degrees, twenty- six minutes, zero seconds West (N 15' 26' 00" W), a distance of two hundred thirty- eight and fifty-three hundredths feet(238.53')to an existing 5/8' Rebar;thence North seven degrees, thirty-eight minutes, twenty seconds West (N 07 38' 20" W), a distance of one hundred ninety-seven and ninety-one hundredths feet(197.91') to an existing 5/8" Rebar; thence North five degrees, twelve minutes, thirty seconds West (N 05' 12' 30" W),a distance of five hundred eight and zero hundredths feet(508.00') to a point; thence North three degrees,forty-six minutes,thirty-five seconds West(N 03 46 35 W), a distance of three hundred eighty-four and two hundredths feet (384.02') to a point; thence North four degrees,fifty-four minutes forty seconds West (N 04' 54' 40' W), a distance of five hundred seven and forty-one hundredths feet (507.41') to an existing 5/8" Rebar; thence North eighty-four degrees, forty-two minutes, forty seconds East (N 84' 42' 40' E), a distance of seven hundred twenty- nine and eighty-eight hundredths feet (729.88') to an existing 5/8" Rebar; thence South one degree, thirty minutes; thirty-five seconds West (S 01' 30' 35" W), a distance of four hundred ninety-three and fifteen hundredths feet(493.15')to a point; thence South two degrees, ten minutes, thirty-five seconds West (S 02' 10' 35" W), passing through an existing Concrete Monument at a distance of One Thousand Three Hundred Eighty Seven and twenty-two hundredths feet(1387.22)to the point and place of BEGINNING. BEING known as Premises "A" of the above-referenced ALTA survey and as described on the, prior deed of conveyance to Grantor, containing more or less 26.2012 acres and known as 50 Spring Road,Carlisle,Pennsylvania. DEED DISCLOSURE STATEMENT NOTICE: The Grantee and all subsequent owners of this PROPERTY are hereby notified of the presence of the below listed Hazardous Substances on the PROPERTY,the locations of which are depicted in Attachment 1 hereto. A. Soil-Arsenic ( )pyr B. Groundwater - Benzene, TCE, benzo(k)flouranthene, benzo a ene, chrysene, bis(2-ehtylhexyl) phthalate, benzo(b)fluoranthene and a thin Troy_593969 4 layer of petroleum product observed in wells on the PROPERTY on the groundwater surface. This information is being provided in accordance with section 405 of the Pennsylvania Solid Waste Management Act (35 P.S. section 6018.405), section 512 of the Pennsylvania Hazardous Sites Cleanup Act (35 P.S. section 6020.512) and the Pennsylvania.Land Recycling and Environmental Rernediation Standards Act(35 P.S. section 6026.101 et seq.). Unless otherwise permitted by law, this NOTICE is and shall be made a part of the DEED for all future conveyances or transfers of the PROPERTY (or any part thereof) by the Grantee, and all subsequent owners of the PROPERTY or any portion of the PROPERTY affected by the hazardous substances disposal. This requirement shall be deemed a covenant running with the PROPERTY in perpetuity. Pursuant to the November 18, 2010 Consent Order and Agreement between the Grantor,Grantee and the Pennsylvania Department of Environmental Protection (the "Consent Order"),as to areas on the Property where the contamination exceeds. the Act 2 residential Statewide Health Standard or the residential Site-Specific Standard, the use of those areas is limited to commercial or industrial activity, excluding schools, nursing homes and other residential style facilities and recreational areas, until these areas meet a PaDEP approved Act 2 residential standard. THIS DOCUMENT MAY NOT SELL,CONVEY TRANSFER,INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by.Lear Corporation, by Deed dated March 31, 2007, and recorded on April 5, 2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments,conditions,restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; Troy_593969 4 (iii) the Consent Order, including, without limit, the access easement set forth in the Consent Order; (iv) all laws, ordinances and other legal requirements or restrictions; (v) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (vi) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vii) any liens or other matters arising from Grantee's inspections and/or use of the Property; (viii) all exceptions to title set-forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (ix) all other matters against which the Grantee is insured by title insurance(collectively,the"Permitted Encumbrances"); Chief THAT IAC Carlisle, LLC, has constituted and to acknowledge fthis Deed,before Financial Officer of IAC Carlisle, LLC, in its name g such person (s) having authority by laws of the State of Michigan to take such acknowledgement,with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness of the legal description of the Property generated by the Survey Troy_593969 4 IN WITNESS.WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed,Sealed and Delivered in the presence of IAC Carlisle,LLC By: ANS��W S�iA�M�NN ,ESTECFO STATE OF MICHIGAN ) ss. COUNTY OF WAYNE ) I�ovP�,nb.�r On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste,Chief Financial Officer of IAC Carlisle,LLC,known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF,I hereunto set my hand and official seal. ublic JODI M.tAPEZ Notary Public-Michigan Wayne County My Comms:afon Expires May 17,2015 Acting In the County of_k1RyuF Troy_593969_4 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 n Mawr Road Carlia PA 17013 Date: 12-J 1 v Attorne r tee SALZMANN HUGHES,P.C. 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 Troy_593969 4 Attachment 1 Location of Hazardous Substances SEE ATTACHED Troy_593969 4 �E1A. NVi e�. 5, _FR ':. y r � '.fr, � L = .., .,;: - C wry» ... • v IL 0: Ari aw- Ems V. TW Sheen -3, t 01, A W7'� �., s - Exhibit B Groundwater .. &Locations with Sheens He3fth Stardard I inch equals 150 feet ,'Spining0 75 D ■s en in MW-7 in 712008 and W2010 AMEC PrO)eCt#7761900DO 'Arsenic(As)Statewide Health Standards(0-2 ft-bgs) Residential Site Use: 12 Non-residential Site Use:533 mgtKg Kq 'Trichloroethane(TCE)Statewide Health Standard PRQOMM LOC Soil to Groundwater. 0 5 mg]Kg .� L Direct Contact(0.2 ft-bgs): 190 mg/Kg �y Direct Contact(2-15 ft-bgs): 1,100 mg/Kg ® EI+K V1: gpVAIXPf UX :) FORUM FFiUUlS �� /L15 610(As)13 mgriCg � E7QSINMG FL1fIAfl;S 00 . s1 0 AFFR0MMAIr SM WINIM COCl Atm 0 EI( LUASr� Q� ads.... ._:.:.. .:. • rr $821(As)16.4 mglKg S622(as)20.5 mglt<g - . . 7F1f SB78 IAs)17.5 mg/Kg QQ r1�A now ^' O l ' S619(As)22.7 mg/Kg 1 WwUR2Z SB20(As)18 mg/Kg 3 ... M ` fes . �'^ ' �� —r - —J —� l lllf/I�tM+FM► _ --UST Foe&LAW saLttvvr/ 1®l -b ' CZI FDltllx 0 t�0o0-1r004-GIL 1 ` !PMOL AS* • © ®uaoa-cr�Ac ( i. ., l©UST -CAL Dgm AST FORMER SB10(TCE)3.33mg/Kg t r may;_ tuns To �_..--- ( - r :K. n~ oee- cam' �.` FLL2 olL AST na OIL ASr dtAPFMC SCALE ,50 15O�FEET� .�... :�`,: wrwno � wares r EXHIBIT B-SOIL SAMPLE EXCEEDENCES(function of final standard selected)' d.. ams FMMER MWAW SITE •�, lwSPF4W ROOO PEIIMSYLVAtMA Corw .� , @mom CAMJSLE. CtJAtDEMANEf 3,i Y� OOOVV3 RECORDATION REQUESTED BY: Salzmann Hughes,PC 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 (717)249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes,PC 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 (717)249-6333 TAX PARCEL NO.06-19-1641-133 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS SPECIAL WARRANTY DEED, MADE EFFECTIVE THEMth day of November,in the year two thousand ten (2010), BETWEEN IAC CARLISLE,LLC,a Delaware limited liability company,hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES,INC.,a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollars, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee,its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "B" on the ALTA Iand survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows(the"Property"): BEGINNING at an existing Concrete Monument on the easterly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly right-of-way line of Hamilton Street (Public Street, 60' wide right-of-way); thence along the easterly line of Carlisle Springs Road North two degrees; ten minutes, thirty-five seconds East(N 02' 10' 35" E), a distance of seven hundred eighty-six and Troy_594018_3 fifty-two hundredths fee (786.52) to a point;thence North one degree,thirty minutes, thirty-five seconds East (N 01' 30' 35" E), a distance of four hundred ninety-nine and thirty-six hundredths feet (499.96') to an existing Concrete Monument; thence North two degrees, seventeen minutes, thirty-five seconds East(N 02' 17' 35" E), a distance of four hundred twenty-four and thirteen hundredths feet (424.13') to an existing 5/8" Rebar; thence South eighty-seven degrees, forty-two minutes, twenty-five seconds East (S 87' 42' 25" E), a distance of four hundred fifty-nine and zero hundredths feet (459.00') to a point; thence South twenty-five degrees, fifty-five minutes, fifty seconds East (S 25' 55' 50" E), a distance of eight hundred ten and ninety-nine hundredths feet (810.99') to an existing 5/8" Rebar; thence South forty- two degrees, fourteen minutes, sixteen seconds West (S 42' 14' 16" W), a distance of one thousand two hundred ninety-nine and twelve hundredths feet (1,299.12') to an existing Concrete Monument,the point and place of BEGINNING. BEING known as Premises "B" of the above-referenced ALTA survey and as described on the prior deed of conveyance to Grantor, containing more or less 20.2269 and known as 119 Spring Road,Carlisle,Pennsylvania. THIS DOCUMENT MAY NOT SELL, CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by Lear Corporation, by Deed dated March 31,2007, and recorded on April 5,2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments, conditions, restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; (iii) all laws,ordinances and other legal requirements or restrictions; (iv) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (v) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vi) any liens or other matters arising from Grantee's Troy_594018_3 inspections and/or use of the Property; (vii) all exceptions to title set-forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (viii) all other matters against which the Grantee is insured by title insurance (collectively,the"Permitted Encumbrances"). THAT IAC Carlisle, LLC, has constituted and appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, in its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement,with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy, or completeness.of the legal description of the Property generated by the Survey. Troy_594018_3 IN WITNESS WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed,Sealed and Delivered in the presence of IAC Carlisle,LLC By: NESTS,CFO STATE OF MICHIGAN } ss. COUNTY OF WAYNE ) �1avQmbPr On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste,Chief Financial Officer of IAC Carlisle,LLC,known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF,I hereunto set my hand and official seal. o blic E iM.LOPEZ uDNc•Michigan yne County Expires Me 17,20t5 unty of r" YNe Troy_544018_3 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 BryM 4Zead Carlirtle,PA 17013 Date: �� ► Atto ey f antee SALZMANN HUGHES,P.C. 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 Troy_594018_3 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff fit C1110b"t, HE PROTHONO I A, Jody S Smith Chief Deputy 211'4 JUN 25 FM 1t Richard W Stewart f.-UMBERLAND COUNTY Solicitor OFFICE OF THE SMERIFF PENNSYLVANIA Battlestone Steel, LLC Case Number vs. Carlisle Auto Industries Inc. 2014-3197I SHERIFF'S RETURN OF SERVICE 06/16/2014 11:15 AM-Deputy William Cline, being duly sworn according to law, served the requested Mechanics Lien Claim by handing a true copy to a person representing themselves to be Harold Bryant, Chief Financial Officer,who accepted as"Adult Person in Charge"for Carlisle Auto Industries Inc. at 100 Bryn Mawr Road, Carlisle Borough, Carlisle, PA 17013. VVCLLIAM`tLINE, DEPUTY SHERIFF COST: $34.78 SO ANSWERS, June 17, 2014 ROANDERSON, SHERIFF NOTARIAL SEAL CLAODIA A.BREWPAK0,NOTARY Ca -,CombqCarlisle Boron and T- My.Commis M6nLExpires Apr';"- i" NOTARY Affir d and subscribed to before me this day of -..D N, (c)CountySuite Sheriff,Teleosoff.Inc. Scott T. Wyland Attorney ID # 52660 James D. Hughes Attorney ID # 58884 E. Lee Stinnett II Attorney ID # 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 i : rE. F .,,j I iO ;'41. JUL I I Fri 1: I.; 4 CUMBERLAND C U!' s-' PENNSYLVANIA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA BATTLESTONE STEEL, LLC, CLAIMANT v CARLISLE AUTO INDUSTRIES, INC., RESPONDENT To: Battlestone Steel, LLC do James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 NO. 14-3197 CIVIL ACTION - LAW MECHANIC'S LIEN NOTICE TO PLEAD You are hereby notified to file a written response to the enclosed Preliminary Objections within twenty (20) days from service hereof or a judgment may be entered against you. Respectfully submitted, yland y I.D. No. 52660 es D. Hughes Attorney LD. No. 58884 E. Lee Stinnett II Attorney I.D. No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 Attorneys for Respondent Scott T. Wyland Attorney I.D. No. 52660 James D. Hughes Attorney I.D. No. 58884 E. Lee Stinnett II Attorney I.D. No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717)249-6333 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA BATTLESTONE STEEL, LLC, NO. 14-3197 CLAIMANT CIVIL ACTION - LAW • v . MECHANIC'S LIEN CARLISLE AUTO INDUSTRIES, INC., RESPONDENT PRELIMINARY OBJECTIONS OF RESPONDENT TO THE CLAIM OF MECHANIC'S LIEN AND NOW comes the Respondent Carlisle Auto Industries, Inc. ("Carlisle Auto"), by and through its attorneys, Salzmann Hughes, P.C., who file these Preliminary Objections to Claimant Battlestone Steel, LLC's ("Battlestone") "Mechanic's Lien Claim" and in support thereof state: 1. This matter relates to the "Mechanic's Lien Claim" that Battlestone filed with this Court at Docket No. 14-3197 Civil on May 28, 2014, for work allegedly done, and materials allegedly furnished, pursuant to a contract between Battlestone and Carlisle Auto. 2. Section 1505 of the Pennsylvania Mechanics' Lien Law ("MLL"), 49 P.S. § 1505, authorizes preliminary objections to a mechanic's lien claim. 3. In due course, with the filing of these Preliminary Objections, Carlisle Auto will file a Brief in Support of Preliminary Objections, which is incorporated herein as though fully set forth at length. 4. On or about May 28, 2014, Battlestone filed a "Mechanic's Lien Claim" (See Exhibit "A"). Therein, Battlestone avers that: a. The parties contracted by written agreement dated January 18, 2012, pursuant to which Claimant demolished certain buildings and structures as part and parcel of the preparation of building pads and the erection and construction of improvements on certain Property; b. The work included sorting various recyclable materials, including steel, copper, glass, brick and concrete. The Claimant was to be paid 82.5% of the revenue from the sale of the materials reclaimed from the development site on the Property, subject to a minimum payment of $500,000 to the Respondent as its share of the revenue; and c. It is owed $1,600,000, representing 78.5% of the value of the materials recovered and stored on the premises and not removed for sale. d. It performed work on Tax Parcels 06-19-1641-133 and 06-20- 1800-001, located in Carlisle Borough. 5. The docket for this matter indicates that a "Mechanic's Lien Claim" was entered on May 28, 2014, served on June 17, 2014, and filed on June 25, 2014. 6. The procedures necessary to perfect a mechanic's lien under the MLL, 49 P.S. §§ 1101 — 1902, must be strictly followed and the language of the statute pertaining to perfection of the mechanic's lien are to be strictly construed. 7. Battlestone's "Mechanic's Lien Claim" is defective because it includes a parcel that was not a part of the scope of work under the written Agreement dated January 18, 2012, or any other agreement between the parties (Tax Parcel 06-19-1641-133). 8. Moreover, Battlestone's "Mechanic's Lien Claim" is defective because a mechanic's lien cannot attach to land for work unconnected to construction of a building. See Sampson -Miller Associated Companies, Inc. v. Landmark Realty Company, 303 A.2d 43 (Pa. Super. 1973). 9. The MLL provides, "Every improvement and the estate or title of the owner in the property shall be subject to a lien, to be perfected as herein provided, for the payment of all debts due by the owner to the contractor or by the contractor to any of his subcontractors for labor or materials furnished in the erection or construction, or the alteration or repair of the improvement, provided that the amount of the claim, other than amounts determined by apportionment under section 306(b) of this act, shall exceed five hundred dollars ($500)." 49 P.S. § 1301. 10. "Erection, construction, alteration or repair" includes: Demolition, removal of improvements, excavation, grading, filling, paving and landscaping, when such work is incidental to the erection, construction, alteration or repair. See 49 P.S. § 1201(12)(a). 11. None of the work that Battlestone performed was demolition incidental to the erection, construction, alteration or repair of Carlisle Auto's property. In fact, the Agreement between the parties was titled a "Scrap Purchase and Removal Agreement" and included no reference to erection, construction, alteration, or repair of any kind. 12. Paragraph 5(e) of the January 18, 2012 Agreement between the Parties (the "Agreement") sets forth the extent of the demolition and debris/waste removal work to be completed by Battlestone. Neither paragraph 5(e), nor any other provision of the Agreement, sets forth that Battlestone will demolish certain buildings and structures "[a]s part and parcel of the preparation of building pads and the erection of improvements on the Property." In fact, the Agreement expressly provides that Battlestone was not responsible for the installation of utilities that would be necessary as "part and parcel" of future construction. Battlestone's responsibilities were limited to demolition of certain buildings and structures and removal of all demolition - related debris and waste. Paragraph 5(e) of the Agreement reads as follows: Upon the completion of each Phase, the Facility area subject to the Phase shall be in a "pad ready" condition, free and clear of demolition debris and waste generated by demolition activity, and ready in all respects for any type of building construction activities to commence as desired by Seller. "Pad ready" as used in this section shall not require Buyer to install any utilities as part of this Agreement. 13. Paragraph 2 of the Agreement states, "At its cost, Buyer is responsible for all demolition, including but not limited to the proper and complete removal and abatement of asbestos -containing materials ("ACM") required to complete the safe demolition in order to access, remove and sell the Scrap Metal and Material from the Facility." 14. Carlisle Auto terminated its contract with Battlestone for cause by letter on or about March 24, 2014. 15. Based upon the law and the facts set forth herein and in Carlisle Auto's Brief in Support, to be filed in due course, Battlestone's "Mechanic's Lien Claim" is defective and should be stricken because Tax Parcel No. 06-19-1641-133 is exempt from lien and the Claim does not conform to the MLL. WHEREFORE, Respondent Carlisle Auto respectfully requests that this Court enter an Order sustaining these Preliminary Objections, striking the "Mechanic's Lien Claim" filed at Docket Number 14-3197 and discharging the "Mechanic's Lien Claim" from the Property. ply I. Date: =" I ,2014 Respectfully sub i By: Sc A James Atto d . No. 52660 Hughes ey I.D. No. 58884 ee Stinnett II Attorney I.D. No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 VERIFICATION I have read the statements made in this document and they are true and correct to the best of my knowledge, information and belief. I understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. § 4904, relating to unsworn falsification to authorities. By: Date: 1/10 y Harold Brandt Chief Financial Officer Carlisle Auto Industries, Inc. James S. Tupitza, Esquire Attorney Id # 22761 Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 610-696-2600 jim®tupitzalaw.com # • r r . (f " " t "-* 1 • BATTLESTONE STEEL, LLC 630 Freedom Business Center Drive : CUMBERLAND COUNTY, PA 3rd Floor IN THE COURT OF COMMON PLEAS King of Prussia, PA 19406, Claimant vs. Carlisle Auto Industries, Inc. 1000 Bryn Mawr Rd, Carlisle , PA 17013, Respondent PI- 31c1) MECHANIC'S LIEN CLAIM Pursuant to the Mechanic's Lien Law of 1963, as amended, 49 P.S. 1101 et seq., Battlestone Steel, LLC files this Mechanic's Lien Claim and set forth the following: 1. Name of the Party Claimant: The Claimant is Battlestone Steel, LLC, 630 Freedom Business Center Drive, 3rd Floor, King of Prussia, PA 19406. 2. The Name and Address of the Owner or Reputed Owner: The owner or reputed owner is: Carlisle Auto Industries, Inc. 1000 Bryn Mawr Rd, Carlisle , PA 17013. 3. The date of Completion of Claimant's Work: The last day of the Claimant's work was March 24, 2014. 4. Name of Party to Contract and Notice: The Claimant contracted directly with the Respondent and therefore no notices are necessary. EXHIBIT HA 5. Identification of Contract and Scone of Work: The parties contracted by written agreement dated January 18, 2012, pursuant to which Claimant demolished certain buildings and structures as part and parcel of the preparation of building pads and the erection and construction of improvements on the Property. 6. Kind and Character of Work: The work included sorting various recyclable materials, including steel, copper, glass, bricks and concrete. The Claimant was to be paid 82.5% of the revenue from the sale of materials reclaimed from the development site on the Property, subject to a minimum payment of $500,000 to the Respondent as its share of the revenue. 7. The Amount Claimed to be Due: The amount claimed to be due is $1,600,000.00 representing 78.5% of the value of materials recovered and stored on the premises and not removed for sale. 8. Description of the Property Subject to the Lien: Tax Parcels 06-19-1641-133 and 06-20-1800-001located in Carlisle Borough and described in two deeds dated November 29, 2010 and attached as Exhibit "A" WHEREFORE, Claimant, Battlestone Steel, LLC, files this Mechanic's Lien 5/27/2014 James S. Tupitza Digitally signed by James 5. Tupitza DN: cm ---James 5. TupItza, o=Tupltza Associates, ou=tupitzalaw, email=Jim@tupitzalaw.com, r—U5 Date: 2014.05.27 16:19:02 -04'00' James S. Tupitza, Esquire Attorney for Claimant RECORDATION REQUESTED BY: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 TAX PARCEL NO. 06-20-1800-001 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY (2010), THIS SPECIAL WARRANTY DEED, AfADE EFFECTIVE THE ,gth day of November, in the year two thousand ten BETWEEN IAC CARLISLE, LLC, a Delaware limited liability company, hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES, INC., a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollar, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee, its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "A" on the ALTA land survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows (the "Property"): BEGINNING at a point on the westerly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly line of the Cumberland Valley Branch of the Pennsylvania Railroad; thence along a curve to the left, having a Froy_593969 4 radius of three hundred one hundred seventy and zero hundredths feet (3,170.00), an arc length of three hundred seventy-four and thirteen hundredths feet (374.13'), a chord bearing South eighty-nine degrees, thirty minutes, twenty-nine seconds West (S 89' 30' 29" W) and a chord distance of three -hundred seventy-three and ninety-one hundredths feet (373.91') to an existing 5/8" Rebar; thence South eighty-six degrees, seven minutes, forty seconds West (S 86' 07' 40" W), a distance of eighty-two and seventy-six hundredths feet (82.76') to a point; thence North fifteen degrees, twenty- six minutes, zero seconds West (N 15' 26' 00" W), a distance of two hundred thirty- eight and fifty-three hundredths feet (238.53') to an existing 5/8' Rebar; thence North seven degrees, thirty-eight minutes, twenty seconds West (N 07' 38' 20" W), a distance of one hundred ninety-seven and ninety-one hundredths feet (197.91') to an existing 5/8" Rebar; thence North five degrees, twelve minutes, thirty seconds West (N 05' 12' 30" W), a distance of five hundred eight and zero hundredths feet (508.00') to a point; thence North three degrees, forty-six minutes, thirty-five seconds West (N 03' 46' 35" W), a distance of three, hundred eighty-four and two hundredths feet (384.02') to a point; thence. North four degrees, fifty-four minutes forty seconds West (N 04' 54' 40' W), a distance of five hundred seven and forty-one hundredths feet (507.41') to an existing 5/8" Rebar; thence North eighty-four degrees, forty-two minutes, forty seconds East (N 84' 42' 40' E), A distance of seven hundred twenty- nine and eighty-eight hundredths feet (729.88') to an existing 5/8" Rebar; thence South one degree, thirty minutes; thirty-five seconds West (S 01' 30' 35" W), a distance of four hundred ninety-three and fifteen hundredths feet (493.15') to a point; thence South two degrees, ten minutes, thirty-five seconds West (S 02' 10' 35" W), passing through an existing Concrete Monument at a distance of One Thousand Three Hundred Eighty Seven and twenty-two hundredths feet (1387.22') to the point and place of BEGINNING. BEING known as Premises "A" of the above -referenced ALTA survey and as described on the prior deed of conveyance to Grantor, containing more or less 26.2012 acres and known as 50 Spring Road, Carlisle, Pennsylvania. DEED DISCLOSURE STATEMENT NOTICE: The Grantee and all subsequent owners of this PROPERTY are hereby notified of the presence of the below listed Hazardous Substances on the PROPERTY, the locations of which are depicted in Attachment 1 hereto. A. Soil - Arsenic B. Groundwater - Benzene, TCE, benzo(k)flouranthene, benzo(a)pyrene, chiyserie, bis(2-ehtylhexyl) phthalate, benzo(b)fluoranthene and a thin Tray_593969_4 layer of petroleum product observed in wells on the PROPERTY on the groundwater surface. This information is being provided in accordance with section 405 of the Pennsylvania Solid Waste Management Act (35 P.S. section 6018.405), section 512 of the Pennsylvania Hazardous Sites Cleanup Act (35 P.S. section 6020.512) and the Pennsylvania Land Recycling and Environmental Remediation Standards Act (35 P.S. section 6026.101 et seq.). Unless otherwise permitted by law, this NOTICE is and shall be made a part of the DEED for all future conveyances or transfers of the PROPERTY (or any part thereof) by the Grantee, and all subsequent owners of the PROPERTY or any portion of the PROPERTY affected by the hazardous substances disposal. This requirement shall be deemed a covenant running with the PROPERTY in perpetuity. Pursuant to the November 18, 2010 Consent Order and Agreement between the Grantor, Grantee and the Pennsylvania Department of Environmental Protection (the "Consent Order"), as to areas on the Property where the contamination exceeds the Act 2 residential Statewide Health Standard or the residential Site -Specific Standard, the use of those areas is limited to commercial or industrial activity, excluding schools, nursing homes and other residential style facilities and recreational areas, until these areas meet a PaDEP approved Act 2 residential standard. THIS DOCUMENT MAY NOT SELL, CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INb TRUMENT. BEING part of the same premises conveyed by Lear Corporation, by Deed dated March 31, 2007, and recorded on April 5, 2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments, conditions, restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; Tray_593969_6 (iii) the Consent Order, including, without limit, the access easement set forth in the Consent Order; (iv) all laws, ordinances and other legal requirements or restrictions; (v) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain •or highway purposes; (vi) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vii) any liens or other matters arising from Grantee's inspections and/or use of the Property; (viii) all exceptions t� title set -forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (ix) all other matters against which the Grantee is insured by title insurance (collectively, the "Permitted Encumbrances"); THAT IAC Carlisle, LLC, has constituted and appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, in its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement, with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness of the legal description of the Property generated by the Survey Troy_593 9694 IN WITNESS WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed, Sealed and Delivered in the presence of STATE OF MICHIGAN IAC Carlisle, LLC BS. COUNTY OF WAYNE Nov e.Prt On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste, Chief Financial Officer of LAC Carlisle, LLC, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WrINESS WHEREOF, I hereunto set my hand and official seal. J001 AL LOPEZ Notary Public • Michigan Wayne County My Commission Expires Mcy 17, 2015 Acting In the County of Troy_593969_4 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 B rt MawrRoad Carl PA 17013 Date: SALZMANN HUGHES, P.C. 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 Troy 593969 4 Attachment 1 Location of Hazardous Substances SEE ATTACHED Troy 593969 _4 l Monaronny Wen Geoprobe bran R7R.m, Boundary I) no sAeen in mW -7N T2008 eno 72010 Exhibit B Groundwater dwater Exceedence Map Locations with Sheens SU a'=raeon 5p'nglivel Roan a+AEC Ca/hue. PA 'M A776190000 .(Pa73a1asPlePu..'Yi$iRi ��v �S(ty1rJ Rs levy /a uarop S3DN3033JX3 31dWyS 1105 - @ 118IHX3 I _s4„,„,„,,, RECORDATION REQUESTED BY: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 TAX PARCEL NO. 06-19-1641-133 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS SPECIAL WARRANTY DEED, MADE EFFECTIVE THE orth day of November, in the year two thousand ten (2010), ?IE TWEEN IAC CARLISLE, LLC, a Delaware limited liability company, hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES, INC., a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollars, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee, its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "E" on the ALTA land survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows (the "Property"): BEGINNING at an existing Concrete Monument on the easterly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly right-of-way line of Hamilton Street (Public Street, 60' wide right-of-way); thence along the easterly line of Carlisle Springs Road North two degrees, ten minutes, thirty-five seconds East (N 02' 10' 35" E), a distance of seven hundred eighty-six and Tragi 594019_3 ui fifty-two hundredths fee (736.52') to a point; thence North one degree, thirty minutes, thirty-five seconds East (N 01' 30' 35" E), a distance of four hundred ninety-nine and thirty-six hundredths feet (499.96') to an existing Concrete Monument; thence North two degrees, seventeen minutes, thirty-five seconds East (N 02' 17' 35" E), a distance of four hundred twenty-four and thirteen hundredths feet (424.13') to an existing 5/8" Rebar; thence South eighty-seven degrees, forty-two minutes, twenty-five seconds East (S 87' 42' 25" E), a distance of four hundred fifty-nine and zero hundredths feet (459.00') to a point; thence South twenty-five degrees, fifty-five minutes, fifty seconds East (S 25' 55' 50" E), a distance of eight hundred ten and ninety-nine hundredths feet (810.99') to an existing 5/8" Rebar; thence South forty- two degrees, fourteen minutes, sixteen seconds West (S 42' 14' 16" W), a distance of one thousand two hundred ninety-nine and twelve hundredths feet (1,299.12') to an existing Concrete Monument, the point and place of BEGINNING. BEING known as Premises "B" of the above -referenced ALTA survey and as described on the prior deed of conveyance to Grantor, containing more or less 20.2269 and known as 119 Spring Road, Carlisle, Pennsylvania. THIS DOCUMENT MAY NOT SELL, CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR I.N SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by Lear Corporation, by Deed dated March 31, 2007, and recorded on April 5, 2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments, conditions, restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which art accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; (iii) all laws, ordinances and other legal requirements or restrictions; (iv) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (v) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vi) any liens or other matters arising from Grantee's Troy_594018_3 inspect -ions and/or use of the Property; (vii) all exceptions to title set -forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (viii) all other matters against which the Grantee is insured by title insurance (collectively, the "Permitted Encumbrances"). THAT IAC Carlisle, LLC, has constitutedand appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, in its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement, with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness of the legal description of the Property generated by the Survey. Troy 594018 3 IN WITNESS WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed, Sealed and Delivered in the presence of .4kb re ci STATE OF MICHIGAN IAC Carlisle, LLC ss. COUNTY OF WAYNE ) klove r ber- On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. JODI M. LOPEZ Notary Pubfc - Michigan Wayne County My Commis=Ion Expires May 17, 2015 Acting In the County of Troy 594018 3 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 Br n M -Read Car '. le PA 1.7013 Date: 1 I/ >41, Attoi rantee rol 2 evtam4-64s4 C_ SALZMANN SALZMANN HUGHES, P.C. 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 Troy_594018_3 CERTIFICATE OF SERVICE I, James D. Hughes, certify that on this( 4 -day of July, 2014, I have served the foregoing Preliminary Objections of Petitioner to the Claim of Mechanic's Lien by depositing the same in the United States Mail, by First Class Mail, postage prepaid, addressed as follows: Battlestone Steel, LLC do James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 610-696-2600 fl .['Q..Oi F ICE OF THE PROTHONOTARY ?Brain -6 Ail 11: 40 CUMBERLAND COUNTY PENNSYLVANIA Attorney ID # 22761 Attorney for Claimant Battlestone Steel, LLC BATTLESTONE STEEL, LLC 630 Freedom Business Center Drive 3rd Floor King of Prussia, PA 19406, Claimant vs. CARLISLE AUTO INDUSTRIES, INC. 1000 Bryn Mawr Rd, Carlisle , PA 17013, Respondent : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PA : No. 14-3197 REPLY OF CLAIMANT TO RESPONDENT'S PRELIMINARY OBJECTIONS TO MECHANIC' LIEN CLAIM Claimant Battlestone Steel, LLC, by and through their attorneys Tupitza & Associates, P.C., hereby files the within Reply of Claimant to Respondent's Preliminary Objections to Mechanic's Lien Claim and in support thereof avers the following: 1. Admitted. 2. Admitted. 3. This paragraph contains no allegation to which a response is required. 4. Admit. 5. Denied as stated. While it is admitted the docket indicates that a "Mechanics Lien Claim" was entered on May 28, 2014, pursuant to the Sheriff's Return of Service, the Mechanics Lien Claim was served on June 16, 2014 and the Sheriff's Return of Service was filed on June 25, 2014, not the Mechanic's Lien Claim. A true and correct copy of the Cumberland County Laserfiche Weblink page displaying the Sheriff's Return of Service is attached hereto as Exhibit 6. Admit. 7. Partially admit. While it is denied that Battlestone's Mechanic's Lien Claim is in its entirety defective, Claimant admits the erroneous inclusion of Tax Parcel 06-19-1641-133 is excessive curtilage and the parties have agreed that Claimant will release the foregoing Tax Parcel pursuant to its Partial Release of Mechanic's Lien Claim filed at the time of Claimants instant Reply to Respondent's Preliminary Objections. 8. Denied. Although the allegation is not sufficiently clear, Claimant denies that its work was unconnected to the construction of a building. To the contrary, the parties contracted by written agreement dated January 18, 2012, pursuant to which Claimant demolished certain buildings and structures as part and parcel of the preparation of building pads and the erection and construction of improvements on the Property. Claimant was contracted for work pursuant to plans for revitalization of the area which had already garnered state and federal grant support, and which had already generated proposals from hotels, restaurants and shopping businesses. The revitalization project, now proposed as the Carlisle Urban Development Plan were not only known throughout the local area construction industry at the time Claimant was contracted because Respondent was accepting bids for contract work, but were at the time and still are being publicized in several local area newspapers, attached hereto as Exhibit "B". 9. Denied as a conclusion of law to which no responsive pleading is necessary. 10. Denied as a conclusion of law to which no responsive pleading is necessary. 11. Denied. See Claimant's Response No. 8. By way of further response, the Mechanics' Lien Law of- 1963 was intended to protect the prepayment labor and materials that a contractor invests in another's property. Matternas v. Stehman, 434 Pa.Super. 255, 264, 642 A.2d 1120, 1124 (1994). The Mechanics' Lien Law provides that "erection, construction, alteration, or repair includes. . . [d]emolition, removal of improvements, excavation, grading, paving and landscaping when such work is incidental to the erection, construction, alteration or repair." Pennsylvania Mechanic's Lien Law ("MLL") 49 P.S.§ 1201(12)(a). However, such liens are designed to protect persons who, before being paid (or fully paid), provide labor or material to improve a piece of property. B.N. Excavating, Inc. v. PBC Hollow -A, L.P., 2011 Pa. Super. 120 citing Matternas v. Stehman, 434 Pa.Super. 255, 264, 642 A.2d 1120, 1124 (1994). The en banc panel noted that the seminal case of Sampson -Miller Associated Companies v. Landmark Realty Co. does not stand for the proposition that a mechanics lien can never be filed if a structure has not been erected. Matternas v. Stehman, 434 Pa.Super. 255, 264, 642 A.2d 1120, 1124 (1994). Therefore, the foregoing cases acknowledge the validity of lien claims filed for demolition of a structure or part of a structure for the purpose of erecting a new structure or addition. 12. Denied as stated. Claimant in its Mechanic's Lien Claim was not indicating that it was contracted for "installation" of utilities, but only identifying the contract between the parties and indicating the obvious reason for which the work was being performed. By way of further explanation, at the time the parties contracted for Claimant's services, it was well known throughout the community that the property was involved in a major rejuvenation project that was to bring more construction and businesses to the area. See Claimant's Response No. 8. Furthermore, there is indication in the Agreement between the parties, drafted by Respondent, that Claimant's services were "part and parcel of the preparation of building pads and the erection and construction of improvements on the Property". For example, Page 8, Section (b) entitled "Payment Schedule & Terms" provides, (b) Work on Phases 2B through Phase 5 shall not commence unless and until all non -appealable local zoning approvals and/or amendments have been obtained to Seller's satisfaction in its sole discretion to allow the Facility to be redeveloped for Seller's intended use. 13. Denied as stated. The allegation is not sufficiently clear. 14. Denied as stated. Respondent's Preliminary Objection refers to a written document that has not been attached for reference and without such document Claimant cannot provide a 15. Denied as a conclusion of law to which no responsive pleading is necessary. WHEREFORE, the Respondent's Preliminary Objections to the Claimant's Mechanic's Lien Claim should be overruled. Date: g/S1// Respectfully Submitted: Jam' upitza, Esquire Attorney for Defendants James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West. Gay Street West Chester, PA 19380 610-696-2600 jim@tupitzalaw.com Attorney ID # 22761 BATTLESTONE STEEL, LLC 630 Freedom Business Center Drive 3rd Floor King of Prussia, PA 19406 Claimant vs. CARLISLE AUTO INDUSTRIES, INC. 1000 Bryn Mawr Rd, Carlisle , PA 17013 Respondent : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PA : No. 14-3197 CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing Reply of Claimant to Respondent's Preliminary Objections to Mechanic's Lien Claim was served upon the following counsel for. Respondent via e-mail and USPS Mail to the following address: Date: Scott T. Wyland, Esquire Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 By: Tupitza & Associates, P.C. Jam:, . za, Esq. Couns- or Claimant, Battlestone Steel, LLC EXHIBIT A 8/4/2014 aserriche. febL nk" Home - Browse - Search data: I Thumbnails Annotations 14-3197 Last Modified 7/14/2014 4:08:59 PM Creation Date 5/30/2014 10:51:46 AM Fields Template: Civil Docket# 14-3197 Plaintiff BATTLESTONE STEEL LLC Defendant CARLISLE AUTO INDUSTRIES INC Civil - Term Civil Civil - Case Type MECHANICS LIEN CLAIM Date 5/28/2014 14-3197 - Laserfiche WebLink Prothonotary- Civil Records > Civil Dockets > 2014 Dockets > 14- 3101 thru 14- 0'0; 17 + Document management portal powered by Laserfiche WebLink 8.2.1 © 1998-2012 Laserfiche http://records.ccpa.net/Webiink Public/8/doc/401570/Pagel.aspx Shore Jody $ SOO Chief Deputy Rikhsrd W Stewart So%cror SHERIFF=S OFFICE OF CUMBERLAND COUNTY • o! is u T f , IWt'RODIWNOIA. 21Iir JUN 25 Ph 3= 3 CtJ PENNSYLVANIA UNi c ern tri:, Casa N 2914• SHERIFFS RETURNOF SERVICE 1115 AM = Deputy Aware Mos, wog etuty sewn according to law. served the requested Neel Lien Claira by reining a true copy to a person repretron ng themselves to be Harold Bryant, Cl rekoopoi Moor, wino ac;Fepted es "Aaiun Parsco in Charge" for Carlisle Auto Industries rho, at 1 Nawar Road, Carlisle Borough, Carlisle, PA 17013, SHERIFF COST. 334:73 June 17.2014 NOTARY DE 1/1 EXHIBIT 8/1/2014 Official: Companies showing interest in developing in former Carlisle industrial sites continued cleanup and the need to acquire approval from the Department of Environmental Protection for the work. Posted earlier on Cumberlink: CARLISLE — Companies are showing interest in Carlisle's former industrial sites even as debris is still being cleared„', Two hotels are "at the table" for a spot at the former International Automotive Components site, said Perry Heath, president of borough council, at the Greater Carlisle Area Chamber of Commerce's State of Carlisle: Economic Drivers breakfast. Heath also said three restaurants are seriously interested in the site. Even with that interest, Heath said it will be a year to 18 months before buildings appear on the sites due to continued clean up and the need to acquire approval from the Department of Environmental Protection for the work. Heath said there are currently two sales proposals at the Carlisle Tire & Wheel site. For more on this story, check back to Cumberlink.com and read The Sentinel's print edition on Friday. Copyright 2014 The Sentinel. All rights reserved. This material may not be published, broadcast, rew ritten or redistributed. Tags Carlisle, Perry Heath, Industrial Site, Redevelopment More The Sentinel: News Stories Event aims to provide free school supplies, activities County looks for consensus with library system, may hire mediator Trending Articles and Offers Carlisle area store to host backpack giveaway Saturday Craighead Bridge up for sale ADVERTISEMENT What is Disney's big 20 Celebrities Everyone secret known as "A113"? Hates Working on It's in hundreds of the Projects With studio's films. Recommendations Police: Man chased, shot at in North Middleton Township ;c,u,;; HR Humor: Meet the Dumbest Job Interview Applicants ;... , Lawsuit over Slipknot bassist's death dismissed How Seniors Can Scoop Got a cat & want a dog? Up Free $20,500 Checks Beware these 10 breeds (See If You Qualify) that DON'T like cats at all Sponsored Links http://cumberlinkcom/news/local/official-companies-showing-interest-in-developing-in-former-Carlisle-industrial/article 42d721f2-c92e-11e2-841a-001a4bcf887... 3/4 8/1/2014 Official: Companies showing interest in developing in former Carlisle industrial sites Barcelone Superior Experience PENNSYLVANIA'S BEST HOMEPAGE 2013 : Home I News / The Sentinel: New s DEVELOPMENT Official: Companies showing interest in developing in former Carlisle industrial. sites Jason MMIrront/Tte Sentinel Most of the former Lear Corp. building has been torn down on Carlisle Spring Road, Carlisle, after being destroyed during a fire May4, 2012. Buy Now May 30, 2 i ; 3 10:30 pm 0 By Tammie Gitt, The Sentinel CARLISLE - Plans to revitalize Carlisle's northwest quadrant have garnered state and federal grant support and are generating interest among potential hotels and restaurants, Carlisle's borough council president told the area's business leaders Thursday. Council President Perry Heath presented an abbreviated version of the draft Carlisle Urban Development Plan to the Greater Carlisle Area Chamber of Commerce's State of Carlisle: Economic Drivers breakfast. The plan, unveiled last week by Stromberg/Garrigan & Associates, would make transportation -related improvements to the borough's northwest (0) Comments Meet the Reporter Tammie Gitt Sentinel Reporter Twitter: @SentinelGitt Facebook: The Sentinel Newspaper Email: •tgitt@cumberlink.com Phone: 717-218-0023 http://cumberlinkconVnews/local/official-companies-showing-interest-in-developing-in-former-Carlisle-industrial/article 42d721f2-c92e-11e2-841a-001a4bcf887... 1/4 8/1/2014 Official: Companies showing interest in developing in former Carlisle industrial sites quadrant while transforming three former industrial sites into mixed-use residential and commercial development. Borough of Carlisle, Dickinson College, food Covers: That matches preliminary plans previously announced by Carlisle Events, which could include a hotel, restaurant and shops, at the former International Automotive Components site off of Carlisle Springs Road. Carlisle Events owns the IAC site. Carlisle Events spokesman Michael Garland recently said those elements would support the company's core business and replace lost jobs. Improvements to on-site infrastructure will be the responsibility of the developers who already are locating grants to assist with the work, Heath said. Carlisle Events was recently awarded a $2 million grant from the state redevelopment assistance capital program administered by the state Office of the Budget. The program provides purchase and construction funding for projects with significant potential for improving economic growth and job creation. Cumberland County Redevelopment Authority received a $200,000 grant from the Environmental Protection Agency through its Brownfields Area -Wide Planning Program. The program provides funds for communities to develop plans for assessing,' cleaning and reusing former industrial sites. Heath said the total cost of the redevelopment plan to the borough won't be known until traffic studies are completed. The final version will include a financial strategy to address those costs. Officials expect costs to be balanced by the anticipated effects of adding jobs and bringing visitors into the community. "The real win for the borough is the increased assessed value of the properties to bring in tax revenue," Heath said. Heath also reported progress on drawing commercial businesses to the sites. He said two hotels are "at the table" for a spot at the former IAC site, and three restaurants are seriously interested in the sites. He emphasized there is no deal yet. Landing agreements with those businesses would be the role of the property owners, not the borough, and ultimately decisions about what will be built on the sites rests with them. Heath also said there are two proposals for the purchase of the Carlisle Tire and Wheel property, but the potential buyers have been waiting for the results of the study before moving forward. Even with that interest, Heath said it will be a year to 18 months before buildings appear on the sites due to AHEC cites expansion benefit CARLISLE - While attention has been focused on the rehabilitation of three former industrial sites, the U.S. Army Heritage and Education Center is working on its own expansion project expected to bring additional economic benefit to the greater Carlisle area. Mike Perry, executive director of the Army Heritage Center Foundation, told business leaders and officials attending the Greater Carlisle Area Chamber of Commerce's State of Carlisle breakfast Thursday that a recent Dickinson College study shows the facility on Army Heritage Drive in Middlesex Township generates. $24.7 million of economic activity annually. That activity includes both operational spending by the center and spending at hotels, restaurants and other businesses by center visitors. The facility reported 167,000 visitors in 2012. The current contribution of AHEC to employment in Cumberland County is 244 jobs and another 19 in other areas of the state. It provides $2.4 million in tax revenue. Projections in the study show employment jumping to a total of 360 jobs with tax revenue increasing to $2.9 million if visitor numbers rise to 250,000. Analysis of visitor statistics show 71 percent were local or regional, 13 percent were from other areas of Pennsylvania and 16 percent were from outside the state. Perry said the foundation is raising moneyfor the second phase of a construction project at the center, which would include a gallery and two more multipurpose rooms. The estimated $10.75 million project would bring 422 construction - related jobs to the area. The project would provide $1.95 million in additional taxes as well as $18 million in construction - related income. "If we build that facility out, we can become the site of major conferences," Perry said. *Editor's Note: This story has been updated to correct errors. 10:17 a.m. 5/31/13 http://cumberlinkcominews/local/official-companies-showing-interest-in-deeeloping-in-former-Carlisle-industrial/article 42d721f2-c92e-11e2-841a-001a4bcf887... 2/4 Friday, May 41, zu'ia Plans 6.V NO 1 o Continued fro three former industrial sites into mixed-use residential and commercial develop- ment. That matches'prelimi- nary plans .previously ;an- nounced by Carlisle Events, which could include a hotel, restaurant and shops, at the former International Au- tomotive Components site ;POW 400 P:04 Gair'bsle°Ev hts own$ tl IAC site. Carlisle Events spokes- man Michael Garland re- centlysaid those elements would support the coii'npa- ny's core business: and re- place lost jobs. : linprovements to on-site infrastructure will be the responsibility of the devel- opers who' already are 10 - catinggrants toassist with the work, Heath said. Carlisle Events was re- cently awarded'a $2 million grant, from'the'state `rede- velopment assistance capi- tal program administered by the state Office of the Bud- get. The program provides purchase and construction funding for:projects with significant potential for im- proving economic growth and job creation. . Cumberland Coun development Authority received a $200,000 grant from the Environmental Protection Agency through its Brownfields Area -Wide Planning Prograni.The ?rogram provides funds for ;ommunities to develop )lans for assessing, clean - ng and reusing former in- lustrialsites. Heath said the total cost f the redevelopment plan the borough won't be :wn until traffic stud- CAR1.ISi' = While at. tendon ias'.beeiifocusci on the rehabilitatioi3 o three former. industrra sites,jibeU,S tAirniyslfien Mage a11a Ettttcaoil Gen ::ten ins. w' rking omits ow e7t'.arks on, oleo cx ddlesex` owns! crates 218 milhoi not! icaetly hat. activity:inclu hoperationalspei d iie:center end,seen at hotels, restaurai he businesses' erector of the 1 ritage`Center Fo u i told`business;I and of ciais atter „Greater Carlisle The realwin forthe borough is the. increased assessed value of the properties to bring in tax revenue PERRY.HEATH CARLISLE BOROUGni COUNCIL PRESinENT . "The real win for the bor- oughis the increased as- sessed value of the proper- ties to bring in tax revenue:' said emphasized there is no deal the potential buyers have. yet. been waiting for the results Landing agreements with of the study before moving those businesses would . forward. . o.,i;.propzty;, . Even with that interest eath saidit will be a. year t t mately=decrsions to t8 months before build about what will be built on rugs appear on the sites due the sites rests with them. to continued cleanup: and Heath also said there are the need to acquire approv • two proposals for thepur- _: al from the Department of :,chase_of the Carlisle Tire "Envirnrimpr+'1 Incif ose costs )fficials expect coststo balanced'by the antici- ted effects of adding jobs d bridging visitor's into cnininunity. awjng comm. e b isinesses to the sites. He Said two hotels are "at the table" for a spot at the foriner IAC site, and three restaurants' are seriously interested inthii 'ran (�;L James S. Tupitza, Esquire F'ri0 THOUO TAR ey ID #22761 Tupitza&Associates, P.& 1114 AUG ,-6 AM 11: � 212 West Gay Street West Chester, PA 19380 CUMBERLAND COUNTY 610-696-2600 PENNSYLVANIA jim@tupitzalaw.com BATTLESTONE STEEL, LLC : IN THE COURT OF COMMON PLEAS 630 Freedom Business Center Drive : CUMBERLAND COUNTY, PA 3`d Floor : King of Prussia, PA 19406 Claimant : No. 14-3197 VS. CARLISLE AUTO INDUSTRIES, INC. : 1000 Bryn Mawr Rd, Carlisle ,PA 17013 Respondent PARTIAL RELEASE OF MECHANIC'S LIEN CLAIM The Respondent, Carlisle Auto Industries, Inc., having identified the following property as excessive curtilage,the Claimant, Battlestone Steel, LLC,hereby agrees and releases the following described property: Tax Parcel 06-19-1641-133,more particularly described in the deed dated November 2.7, 2010 and attached hereto as Exhibit"A". Respectfully submitted, Date: <' liq By: J mes T itza, Esquire A or Respondent/Claimant James S. Tupitza, Esquire Attorney ID # 22761 Tupitza&Associates, P.C. 212 West Gay Street West Chester, PA 19380 610-696-2600 jim@tupitzalaw.com BATTLESTONE STEEL, LLC : IN THE COURT OF COMMON PLEAS 630 Freedom Business Center Drive : CUMBERLAND COUNTY, PA Yd Floor King of Prussia, PA 19406 ; Claimant No. 14-3197 VS. CARLISLE AUTO INDUSTRIES, INC. 1000 Bryn Mawr Rd, Carlisle , PA 17013 ; Respondent CERTIFICATE OF SERVICE I hereby certify that on this date a true and correct copy of the foregoing Partial Release of Mechanic's Lien Claim was served upon the following counsel for Respondent via e-mail and USPS Mail to the following address: Scott T. Wyland, Esquire Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 Tupitza&Associates, P.C. Date:AN -- / By: Ja s itza, Esq. Co or Claimant, Battlestone Steel, LLC EXHIBIT A r , r 3,j Y OOOVV3 RECORDATION REQUESTED BY: Salzmann Hughes,PC 354 Alexander Spring Road,Scute 1 Carlisle,PA 17015 (717)249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes,PC 354 Alexander Spring Road,Suite 1 Carlisle,PA 17015 (717)249-6333 TAX PARCEL NO.06-19-1641-133 SPACE ABOVE THIS LINE,IS EOR RECORDER'S USE ONLY THIS SPECIAI, WARRANTY DEED, fvL4DE EFFECTIVE THE, -7th day of November,in the year two thousand.ten (2010) ''E'T KEEN 14C CARLLSLE,LLC,a Delaware limited Liability company,hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES,INC.,a Pennsylvania corporation, hereinafter called Grantee, 6VIT1`dESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollars, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee,its successor and or assigns, ALL THAT CERTAIN tract of land sibuate in Carlisle Borough, Cumberland County,,Pennsylvania,referred to as Premises "E" on the ALTA Iand survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows(the"Property"): BEGINNING at an existing Concrete Monument on the easterly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly right-of-way line of Hamilton Street (Public Street, 60' wide right-of-way); thence along the easterly Line of Carlisle Springs Road North two degrees, ten minutes, thirty-five seconds East(N 02' 10'35" E),a distance of seven hundred eighty-six and Troy_59•10!3_3 fifty-two hundredths fee(786.52')to a point;thence North one degree,thirty.minutes, thirty-five seconds East(lir 01' 30'35" E),a distance of four hundred ninety-nine and thirty-six hundredths feet(499.96') to an existing Concrete Monument; thence North two degrees,seventeen minutes, thirty-five seconds East(N 02' 17'35"E),a distance of four hundred twenty-four and thirteen hundredths feet (424.13') to an existing 5/8" Rebar; thence South eighty-seven degrees, forty-two minutes, twenty-five seconds East (S 87' 42' 25" E), a distance of four hundred fifty-nine and zero hundredths feet (459.00') to a point; thence South twenty-five degrees, fifty-five minutes, fifty seconds East (S 25' 55' 50" E), a distance of eight hundred ten and ninety-nine hundredths feet (810.99') to an existing 5/8" Rebar; thence South forty- two degrees, fourteen minutes,sixteen seconds West(S 42' 14' 16" Vv�, a distance of one thousand two hundred ninety-nine and twelve hundredths feet(1,299.12') to an existing Concrete Monument,the point and place of BEGINNING. BEING known as Premises "B" of the above-referenced ALTA survey and as described on the prior deed of conveyance to Grantor, containing more or less 20.2269 and known as 119 Spring Road,Carlisle,Petuisylvania. THIS DOCUMENT MAY NOT SELL,CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL FIGHT TO REMOVE ALL OF SUCH COAL ?.ND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by Lear Corporation, by Deed dated March 31,2007,and recorded on April 5,2007,in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365,.to IAC Carlisle,LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments,conditions,restrictions, notations,and agreements arid other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; (iii)all laws,ordinances and other legal requirements or restrictions;(iv) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (v) taxes and assessments, whether general or special, and any lien arising therefrom,which are not due and payable as of the date of this Deed; (vi) any liens or other matters arising from Grantee's Troy-59:1019-3 inspections and/or use of the Property; (viz) all exceptions to title set-forth, in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company;and (viii) all other matters against which the Grantee is insured by title insurance(collectively, the"Permitted Encumbrances"). THAT IAC Carlisle, LLC,has constituted and appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, hi its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement,with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness of the legal description of the Property generated by the Survey. Troy_594018_3 IN WITNESS WHEREOF,said Grantor has hereunto set its hand and seal the day and year first above written. Signed,Sealed and Delivered in the presence of IAC Carlisle,LLC By: ,1\ - �� 4,c�b f�•4 �r f IIC'� � NESTE,CFO STATE OF MICHIGAN } .ss. COUNTY OF WAYNE ) 1Va�2mbP�- On this, the 29th day of 2010, before me, the undersigned officer,personally appeared Jeff Vanneste,Chief Financia! Officer of IAC Carlisle,LLC,known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF,I hereunto set my hand and official seal. / t o a--.- JODI M.LOPED ry Notary Pu611e-Mlchlp rt Wayne County My Commisalort Expires May 17,2015 ActInp In the County of 104YN T;oy_594018_3 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 Bryn kfeuv-;-fid Car '-le,PA 17013 r Date: Attorney( ( rantee ---- -- SALZMANN HUGHES,P.C. 354 Alexander SpringRoad,Suite 1 Carlisle,PA 17015 Troy_5940:6 3 Scott T. Wyland Attorney ID No. 52660 James D. Hughes Attorney ID No. 58884 E. Lee Stinnett II Attorney ID No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 r1! EJ-UFFIC:E (..)f THE PROTHONOTARY 201'i AUG -8 PM 2:36 ✓u PENNSYLVANIA 7Y IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA BATTLESTONE STEEL, LLC, CLAIMANT v CARLISLE AUTO INDUSTRIES, INC., RESPONDENT • • • • • NO. 14-3197 CIVIL ACTION - LAW MECHANIC'S LIEN PRAECIPE FOR RULE TO FILE COMPLAINT To the Prothonotary: Pursuant to Pa.R.C.P. No. 1659, please enter a rule as of course on Battlestone Steel, LLC of 630 Freedom Business Center Drive, 3rd Floor, King of Prussia, Pennsylvania, to file a complaint upon its mechanic's lien claim within twenty (20) days after service of the rule or be forever barred from doing so. Service should be made upon Claimant's counsel of record, James S. Tupitza, Esq., Tupitza & Associates, P.C., 212 West Gay Street, West Chester, Pennsylvania, 19380. Date: August 6, 2014 Respectfully submitted, By: SALZMANN HUGHES, P.C. Scoff .I= d Attorney . . . No. 52660 James D. Hughes Attorney I.D. No. 58884 E. Lee Stinnett II Attorney I.D. No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 Attorneys for Respondent CERTIFICATE OF SERVICE I, Scott T. Wyland, certify that on this 6th day of August, 2014, I have served the foregoing Praecipe for Rule to File Complaint by depositing the same in the United States Mail, by First Class Mail, postage prepaid, addressed as follows: Battlestone Steel, LLC c/o James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 Scott . Wyl COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Edward Seglias, Esquire, PA Id. #55103 Wendy R. Bennett, Esquire, PA Id. #208968 eseglias@cohenseglias.com wbennett@cohenseglias.com 30 South 17th Street, 19th Floor Philadelphia, PA 19103 215-564-1700 TUPITZA & ASSOCIATES, P.C. James S. Tupitza, Esquire, PA Id. #22761 jim@tupitzalaw.com 212 West Gay Street West Chester, PA 19380 (610) 696-2600 BATTLESTONE STEEL, LLC Claimant, V. }�t ROTN NOTARY 1014 AUG 29 All !O: 32 CUMjkNO COUNTY PENNSYLVANIA Attorneys for Claimant, Battlestone Steel, LLC . COURT OF COMMON PLEAS . OF CUMBERLAND COUNTY . MECHANICS' LIEN CARLISLE AUTO INDUSTRIES, INC., NO. 14-3197 MLD Owner. CLAIMANT'S MOTION TO STAY MECHANICS' LIEN PROCEEDINGS and COMPEL ARBITRATION Lien Claimant, Battlestone Steel LLC ("Battlestone Steel"), by and through its undersigned counsel, respectfully moves this Court for an Order Staying the above -captioned Mechanics' Lien Proceedings and Referring the underlying dispute between Battleston Steel and Owner Carlisle Auto Industries, Inc. ("Carlisle Auto") to Arbitration pursuant to the terms of the contract executed by the parties and avers as follows in support thereof: 1. Lien Claimant, Battlestone Steel, is a Pennsylvania Limited Liability Corporation with a registered office address of 295 East Swedesford Road, #268, Wayne, Pennsylvania, 19087 and a principal place of business located at 630 Freedom Business Center Drive, 3`d Floor, King of Prussia, PA, 19406. 7 2. Owner, Carlisle Auto, is a Pennsylvania Corporation with a registered business address and principal place of business located at 1000 Bryn Mawr Road, Carlisle, Pennsylvania 17013. 3. Battlestone Steel and Carlisle Auto entered into a contract dated January 18, 2012 (the "Contract") pursuant to which Battlestone Steel demolished certain buildings and structures on the Property as preparation of certain building pads and the erection and construction of improvements and redevelopment of the Property. A true and correct copy of the Contract is attached herewith as Exhibit "1." 4. Pursuant to the Contract, Battlestone Steel was to be paid eighty-two and one-half percent (82.5%) of the revenue from the sale of the materials reclaimed from the development site on the Property with the remaining seventeen and one-half percent (17.5%) being retained by Carlisle Auto, subject to minimum proceeds of five hundred thousand dollars ($500,000.00) accruing to Carlisle Auto. See Contract, Exhibit 1. 5. Battlestone Steel's scope of work included sorting various recyclable materials including, but not limited to, steel, copper, glass, bricks and concrete and including, but not limited to, certain demolition and other work associated with the same. 6. In pertinent part, the Contract required that: (a) Any claim, dispute or controversy between [Battlestone Steel and Carlisle Auto] arising out of or relating to th[e] [Contract] or the interpretation or breach thereof, or to the existence, scope or validity of th[e] [Contract] regardless of the amount in dispute, shall be resolved by arbitration conducted in accordance with the procedures of the American Arbitration Association, provided however, that the arbitration shall be statutory arbitration governed by the former provisions of the Uniform Arbitration Act of 1927 as adopted by the Commonwealth of Pennsylvania and the appellate provisions stated therein[;] [and] 2 (b) [Battlestone Steel and Carlisle Auto] shall be entitled to engage in discovery pursuant to the rules of the American Arbitration Association, such discovery to be completed within ninety (90) days so as to not delay the arbitration proceedings .. . See Id. at Paragraph 20.1 7. The Contract also stated that "[v]enue for any disputes arising from [under the Contract] shall be brought before the American Arbitration Association in Cumberland County, Pennsylvania." See Id. at Paragraph 23(i). 8. The Project was located at 50 Spring Street, Borough of Carlisle, County of Cumberland, Commonwealth of Pennsylvania 17013 (the "Property") also identified as Cumberland County Tax Parcel 06-20-1800-001 and owned by Carlisle Auto. 9. On May 28, 2014, Battlestone Steel filed this instant Mechanics' Lien Claim against Carlisle Auto's ownership interest in the Property pursuant to the Pennsylvania Mechanics' Lien Law of 1963, 49 P.S. § 1101, et seq. (the "Lien"), for the amount due under the Contract. A true and correct copy of the May 28, 2014 Lien is attached herewith as Exhibit "2."2 Of note, the Contract states that "arbitration shall be statutory arbitration governed by the former provisions of the Uniform Arbitration Act of 1927" (emphasis added). However, the Uniform Arbitration Act, enacted by the Commonwealth of Pennsylvania in its final form on October 5, 1980, states that "[a]n agreement heretofore or hereafter made which expressly provides for arbitration pursuant to the former provisions of the act of April 25, 1927 (P.L.381, No.248), relating to statutory arbitration" shall be governed by the Uniform Arbitration Act currently in effect as set forth in 73 Pa.C.S.A. §§7301 et seq. Accordingly, the terms of the parties' agreement to arbitrate as set forth in the Contract are subject to the current Uniform Arbitration Act, 73 Pa.C.S.A. §§7301 et seq. 2 The Lien also erroneously contained reference to, and attempted to place a lien on, a second property identified as Tax Parcel 06-19-1641-133. Carlisle Auto objected to inclusion of this particular parcel via Preliminary Objections dated July 11,, 2014 and Battlestone Steel subsequently discharged its lien against this particular parcel, Tax Parcel 06-19-1641-133, by way of a Partial Release of Mechanics' Lien filed in this Mechanics' Lien Action. Accordingly, any lien relating to Tax Parcel 06-19-1641-133 is no longer at issue. 3 10. On June 16, 2014, the Sheriffs Office of Cumberland County served Carlisle Auto with a time -stamped copy of the Lien. A true and correct copy of the Sheriffs Return of Service is attached herewith as Exhibit "3." 11. On August 6, 2014, Carlisle Auto filed a Rule to File a Complaint upon Battlestone Steel requiring Battlestone Steel to file a Complaint to Enforce its Lien (the "Rule") within twenty (20) days of the date of the Rule. A true and correct copy of the Rule is attached herewith as Exhibit "4." 12. Accordingly, Battlestone Steel filed its Complaint to Enforce its Mechanics' Lien on August 26, 2014 which is docketed in the Cumberland County Court of Common Pleas as Docket #1-5004. 13. Battlestone Steel intends to file its Demand for Arbitration relating to its claims for breach of the parties' Contract which form the underlying dispute that gave rise to this Mechanics' Lien and the subsequent Complaint to Enforce the Mechanics' Lien (Docket #14- 5004) and related claims (the "Demand") with the American Arbitration Association within approximately one (1) week of the filing of this Motion. 14. Accordingly, said Demand will have been filed and served upon Carlisle Auto by the time this matter is brought before the Court for disposition. 15. However, ostensibly, by filing a Rule in this Mechanics' Lien Action instead of demanding that the parties proceed to arbitration, Carlisle Auto has already demonstrated its intention to attempt to avoid the arbitration provisions set forth in its Contract and litigate this matter in court. 16. Accordingly, Battlestone Steel now seeks to compel Carlisle Auto to honor its agreement to arbitrate the underlying dispute that gave rise to this Lien and requests that this 4 court stay this Mechanics Lien Action (docketed herein at Cumberland County Docket #14-3197 MLD) and the Mechanics' Lien Enforcement Action (docketed at Cumberland County Docket #14-5004) and order the underlying dispute between Battlestone Steel and Carlisle Auto to binding arbitration before the American Arbitration Association pursuant to the terms of the Contract.3 17. In Pennsylvania, the Uniform Arbitration Act governs any written agreement to arbitrate. 42 Pa.C.S.A. § 7302 et seq. 18. Specifically: A written agreement to subject any existing controversy to arbitration or a provision in a written agreement to submit to arbitration any controversy thereafter arising between the parties is valid, enforceable and irrevocable, save upon such grounds as exist at law or in equity relating to the validity, enforceability or revocation of any contract. 42 Pa.C.S.A. § 7303. 19. "On application to a court to compel arbitration made by a party showing an agreement [to arbitrate]... and a showing that an opposing party refused to arbitrate, the court shall order the parties to proceed with arbitration." 42 Pa.C.S.A. § 7304(a). 20. Any "action or proceeding, allegedly involving an issue subject to arbitration, shall be stayed if a court order to proceed with arbitration has been made or an application for such an order has been made under this section." (emphasis added). 42 Pa.C.S.A. § 7304(d). 3 A nearly identical motion requesting the court stay the Mechanics Lien Enforcement Action docketed at Cumberland County Docket #14-5004 and refer the parties' dispute to arbitration was filed concurrently in that Mechanics Enforcement Lien Action on August 28, 2014. 5 21. "It is the policy of the law to favor the settlement of disputes by arbitration ..." Children's Hospital of Philadelphia v. American Arbitration Ass'n, 231 331 A.2d 848, 850 (Pa. Super. 1974). 22. "[I]t is for the court to determine whether an express agreement between the parties to arbitrate exits." Huegel v. Mifflin Const. Co., Inc., 796 A.2d 350, 354 (Pa.Super. 2002) (quoting Smith v. Cumberland Group, Ltd., 687 A.2d 1167, 1171 (Pa. Super. 1997)). 23. "If a valid arbitration agreement exists between the parties and [plaintiffs] claim is within the scope of the agreement, the controversy must be submitted to arbitration." Santiago v. State Farm Ins. Co., 683 A.2d 1216, 1217 (Pa. Super. 1996). 24. "[W]hen the parties agree to arbitration in a clear and unmistakable manner, then every reasonable effort will be made to favor such agreements." Emmaus Municipal Authority v. Eltz,. 204 A.2d 926, 927 (Pa. 1964). 25. "[W]hen one party to an agreement to arbitrate seeks to enjoin the other from proceeding to arbitration, judicial inquiry is limited to the questions of whether an agreement to arbitrate was entered into and whether the dispute involved falls within the scope of the arbitration provision." Paone v. Dean Witter Reynolds, Inc., 789 A.2d 221, 225 (Pa. Super. 2001) (quoting Flightways Corp. v. Keystone Helicopter Corp., 331 A.2d 184, 185 (Pa. 1975)) (other citations omitted). 26. "[T]he court is not free to examine the merits of the controversy." Messa v. State Farm Ins. Co., 641 A.2d 1167, 1168 (Pa. Super. 1994). 27. Here, in the Contract, Battlestone Steel and Carlisle Auto agreed that "[a]ny claim, dispute or controversy ... shall be resolved by arbitration conducted in accordance with the procedures of the American Arbitration Association" and that "[v]enue for any disputes 6 3 arising from [under the Contract] shall be brought before the American Arbitration Association in Cumberland County, Pennsylvania." See Contract, Exhibit 1, at Paragraphs 20 and 23(i). 28. Battlestone Steel has satisfied any and all prerequisites to proceed to binding arbitration as set forth by the terms of the Contract. 29. Accordingly, Battlestone Steel is entitled to have the Mechanics Lien Action (Cumberland County Docket #14-3197 MLD) and this Mechanics Lien Enforcement Action stayed in light of the parties' agreement to resolve all disputes and claims in binding arbitration. 30. Further, Battlestone Steel is entitled to have the dispute that gave rise to the Mechanics Lien Action (Cumberland County Docket #14-3197 MLD) and this Mechanics Lien Enforcement Action referred to binding arbitration pursuant to the terms of the Contract. 31. As Battlestone has filed this Motion to Stay Mechanics' LIen Proceedings and Compel Arbitration and will have tendered its formal Demand for Arbitration prior to this Court's review of this Motion, this proceeding is deemed stayed pursuant to 42 Pa.C.S.A. § 7304(d) and the court should issue an order to that effect. WHEREFORE, Battlestone Steel, LLC requests that the Court (1) grant this Motion, (2) compel Plaintiff to proceed to arbitration, and (3) stay this Mechanics' Lien Action proceeding in accordance with 42 Pa.C.S.A. § 7304. Dated: August 28, 2014 By: COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Wen ;'. Bennett, Esquire Attorney for Claimant Battlestone Steel, LLC 7 EXHIBIT " ,, Ji 01-18-12 SCRAP PURCHASE AND REMOVAL AGREEMENT THIS SCRAP PURCHASE AND REMOVAL AGREEMENT (this "Agreement"), is entered into by and between Battlestone Steel, LLC, a Pennsylvania limited liability company with a business address of 645 Fifth Avenue, 8th Floor, New York, NY 10022 (hereinafter "Buyer"), and Carlisle Auto Industries, Inc., a Pennsylvania Corporation, with a business address of 1000 Bryn Mawr Road, Carlisle, PA 17013 (hereinafter "Seller"), on January 18, 2012. Background Buyer desires to purchase, and Seller desires to sell to Buyer all items derived from the demolition of the structures at the site, currently known as the "IAC Building" and located at 50 Spring Road, Carlisle, Pennsylvania 17013 (the "Facility"), as indicated in Exhibit 1. The items (henceforth referred to as "Scrap Metal and Material") to be derived from the demolition, include but are not limited to, all ferrous and non-ferrous metal from structures, machinery, equipment, and concrete and bricks from structures and buildings owned by Seller at the Facility. In consideration thereof, and in the mutual interests of Buyer and Seller, the following Terms and Conditions are set forth. Terms NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: Scrap Purchase and Removal Agreement Page 1 01-18-12 1. Background. The foregoing "Background" recitals are incorporated by reference thereto and made a part of this Agreement. 2. Purchase and Sale of Scrap Metal and Material. Seller hereby sells to Buyer all right, title and interest in and to the Scrap Metal and Material (defined below in Section 3) at the Facility and Buyer hereby purchases the Scrap Metal and Material from Seller as per the terms set forth in this Agreement. At its cost, Buyer is responsible for all demolition activities, including but not limited to the proper and complete removal and abatement of asbestos -containing materials ("ACM") required to complete the safe demolition in order to access, remove and sell the Scrap Metal and Material from the Facility. The demolition and dismantling activity shall take place in four (4) Phases as described herein. 3. Scrap Metal and Material. Scrap Metal and Material includes, but is not limited to, all ferrous and non-ferrous metal at the Facility including equipment, machinery, wiring, rebar, and all other metal, concrete and bricks derived from the demolition of the structures at the Facility but expressly excludes the following: (a) The historical office building located at the site, designated as Building #10 on Site Map (Exhibit 2B); and (b) Railroad tracks located on and adjacent to the Facility. (c) Any automobiles and recreational vehicles that may be stored at the Facility as of the execution of this Agreement. Seller agrees to promptly remove upon request of Buyer said automobiles and recreational vehicles to allow Buyer's work at the facility to progress without delay. (d) Eighteen (18) Modine UH -7 400,000 BTU natural gas heaters, model #PDP400AE0130, installed at the Facility in approximately the Scrap Purchase and Removal Agreement Page 2 01-18-12 locations shown on Exhibit 7, attached hereto and incorporated herein by reference. (e) Four (4) Trane duct furnaces, model #GL.ND025AB6, located in Building 1.9 at the Facility in approximately the locations shown on Exhibit 7. 4. Purchase Price. Buyer shall pay to Seller Seventeen and one-half (17.5%) percent of the Total Gross Revenue from the sale of all Scrap Metal and Material from the demolition activity at the Facility but in no event shall the amount paid to Seller be less than the required non- refundable payments totaling $500,000.00 as set forth in Paragraph 6 below. 'Total Gross Revenue" is hereby defined as follows: All revenue produced from the sale of Scrap Metal and Material from the Facility based on the total weight of Scrap Metal and Material removed from the Facility by Buyer multiplied by the monthly price paid for such Scrap Metal and Material at scrap yards in the Harrisburg/Carlisle area for that particular month. (a) The Net Weight of all Scrap Metal and Material from the Facility shall be weighed and measured as follows: i. Truck weight scales capable of accurately weighing the type of trucks proposed to transport. Scrap Metal and Material from the Facility shall be installed by Buyer at its expense at the Facility's main public road access point. Notwithstanding the foregoing, Seller shall supply Buyer with bin scales during Phases 1 and 2A only as identified by Seller and Seller shall direct Buyer to truck scales during Phases 1 and 2A within a reasonable distance from Facility, the cost of use of such shall be the responsibility of Buyer. Buyer agrees to provide duplicate weight Scrap Purchase and Removal Agreement Page 3 o1-18-12 tickets to Seller as if the weighing occurred at the Facility as provided herein. ii. Each truck proposed to remove Scrap Metal and Material from the Facility shall be weighed upon its entry to the Facility and again upon exit if it contains any Scrap Metal and Material. iii. For each time a truck is weighed entering or exiting the Facility, two (2) scale tickets shall be electronically produced from the scale equipment at the time of weighing, each containing the weight of the truck, the date and time and a description of the truck that was weighed (e.g., its license plate number, VIN or independent hauler's name). One ticket so produced shall be retained by Buyer and one ticket sent electronically to Seller upon weighing. iv. The Net Weight of all Scrap Metal and Material removed from the Facility shall be determined by calculating the difference between the empty "entry" ticket and the "loaded" exit ticket. v. Should any Scrap Metal and Material be removed from the Facility by means other than truck transportation (i.e, by rail or by aircraft), Buyer and Seller shall mutually agree on a reasonable method of calculating the Net Weight of Scrap Metal and Material removed, with the costs of such removal and weighing being the sole cost and expense of Buyer. (b) Trucks and other conveyances shall only exit the Facility during the hours of 7am to 2pm local time, Monday through Friday, excluding any federal holiday. No Scrap Metal and Material shall be removed from the Scrap Purchase and Removal Agreement Page 4 01-18-12 facility except during these specified times. ACM or rubbish/garbage may be removed from the Facility at any reasonable time. (c) On a monthly basis at the Facility, Buyer shall load onto a truck provided by Seller approximately one (1) ton of Scrap Metal and Material from the Facility to allow Seller to verify the monthly price of scrap being paid by scrap yards in the Harrisburg/Carlisle area. The amount of Scrap Metal and Material removed from the Facility by Seller and the revenue generated therefrom shall be included in Total Gross Revenue. 5. Project Schedule in Phases: (a) Phase 1: Buyer shall remove all non-structural and non -load bearing ferrous and non-ferrous metal, including internal and external electric wiring, from all buildings excluding Building #10 as per Exhibits 2A and 2B. (b) Phase 2: Buyer shall begin and complete structural demolition on Buildings 18-A, 18, 1-C, 20, 1-B, 19, 6, 6-A, and 1-A, as marked in Site Map as Phase 2 (Exhibit 3), subject to the following conditions: i. Delays due to official zoning changes: 1. If the Seller is not ready to implement Phase 2 due to zoning delays pertaining, to the site, the Buyer shall be limited to removing exterior non-structural metal such as pipes, external tanks, silos, etc., from the building pertaining to Phase 2, namely, Buildings 18-A, 18, 1-C, 20, 1-B, 19, 6, 6-A, and 1- A, as marked in Site Map as Phase 2 (Exhibit 3). This segment of work shall be referred to as Phase 2A. 2. Subsequent to the Seller obtaining approval of zoning for the site, Buyer shall complete the Scrap Purchase and Removal Agreement Page 5 01-18-12 structural demolition of buildings in Phase 2 as indicated above. This segment of work shall be referred to as Phase 2B. ii. In the event that official zoning changes for the site are completed prior to Buyer completing Phase 1, Buyer shall be allowed to commence full structural demolition on all buildings pertaining to Phase 2, namely, Buildings 18-A, 18, 1-C, 20, 1-B, 19, 6, 6-A, and 1-A, as marked in Site Map as Phase 2 (Exhibit 3). (c) Phase 3: Buyer shall begin and complete structural demolition on Buildings 4, 1, 2, 3, and 14, as marked in Site Map as Phase 3 (Exhibit 4). (d) Phase 4: Buyer shall begin and complete structural demolition on Buildings 4-A, 13, 5, 8 and 21, as marked in Site Map as Phase 4 (Exhibit 5). (e) Upon the completion of each Phase, the Facility area subject to that Phase shall be in a "pad ready" condition, free and clear of demolition debris and waste generated by demolition activity, and ready in all respects for any type of building construction activities to commence as -desired by Seller. "Pad ready" as used in this section shall not require Buyer to install any utilities as part of this Agreement. (f) For all demolition activity, Buyer and Seller agree as follows: i. All work conducted at the Facility shall be as per the regulations of the Pennsylvania Department of Environmental Protection ("DEP") and other governmental entities as required for each of the phases. ii. Buyer shall complete requisite abatement and removal of ACM as applicable within any phase of the project It is anticipated that ACM abatement and removal may occur during any phase and shall be disposed of in accordance Scrap Purchase and Removal Agreement Page 6 01-18-12 with this Agreement. Buyer shall crush and remove all concrete in each phase alongside of the demolition work, and as each building is demolished and building site cleared. iii. Buyer warrants that in completing the demolition work, any existing environmental issues will not be exacerbated. iv. All heavy machinery work performed in the areas adjacent to the monitoring wells and geoprobe locations as indicated in the Site Map (Exhibit 6, incorporated herein by reference), shall be conducted in accordance with DEP guidelines and the COA (hereinafter defined). v. Seller warrants that thework flow in Phases as described herein will be allowed to proceed in natural progression subject to the terms and conditions of this Agreement. vi. Buyer shall use its best efforts to perform all work in a reasonable manner so as to cause the least amount of disruption and/or nuisance to any of the Facility's neighbors during the performance of the work contemplated by this Agreement. 6. Payment Schedule & Terms: (a) Buyer shall pay Seller an advance payment for each phase, on or before commencing work (with each payment being accounted for as an advance against the Seventeen and one-half (17.5%) percent share of the Total Gross Revenue due to Seller) as follows: i. Phase 1: Non-refundable advance payment of $50,000.00 upon the signing of Agreement. Scrap Purchase and Removal Agreement Page 7 01-18-12 ii. Phase 2A: Non refundable advance payment of $100,000 prior to commencing work on Phase 2A, unless partially refunded pursuant to paragraph 17(d) below only. iii. Phase 213: Non-refundable advance payment of $100,000 prior to commencing work on Phase 2B. iv. Phase 3: Non-refundable advance payment of $150,000 prior to commencing work on Phase 3. v. Phase 4: Non-refundable advance payment of $100,000 prior to commencing work on Phase 4. (b) Work on Phases 2B through Phase 5 shall not commence unless and until all non -appealable local zoning approvals and/or amendments have been obtained to Seller's satisfaction in its sole discretion to allow the Facility to be redeveloped for Seller's intended use. (c) Notwithstanding the above or any provision to the contrary stated herein: i. All revenue from the sale of concrete from the Facility shall be split three (3) ways as follows: 1. 1/3 of the Net Profits to Buyer; 2. 1/3 of the Net Profits to Seller; and 3. 1/3 of the Net Profits to Justin Crider, whose business address is: 17 Parker Spring Avenue, Carlisle, PA 17013 (hereinafter `Justin"). ii. Seller shall have no responsibility or liability with respect to the the delivery or sale of concrete from the Facility, Buyer hereby assumes all responsibility with respect to the sale of concrete from the Facility via Justin. iii. No revenue from the sale of concrete from the Facility shall be included in Total Gross Revenue as defined herein nor shall any payments to Seller under this subsection be included in Seller's share of the Total Gross Revenue, the Scrap Purchase and Removal Agreement Page 8 01-18-12 sale of concrete and the sharing of revenue from sale of the same being accounted for separately as described in this subsection. (d) All payments to Seller from Buyer (after the advance for any particular phase as set forth above) shall be made on the 5th day of the following month for prior month's sales activity, subject to Section 4. Payment to be made by electronic wire transfer or by certified funds at Seller's discretion as directed by Seller to Buyer in writing. 7. Documentation. Seller will cooperate with Buyer in providing any requisite paperwork that Buyer may need and Seller may have, such as blueprints and other structural documentation, such that Buyer may have access to Facility related documents in order to complete the demolition work in a timely manner. 8. General Conditions: (a) Supervision and Control: Buyer's Agents and/or Independent Contractors/Employees shall operate under the sole supervision, direction and control of Buyer. Buyer reserves all rights and responsibilities for the oversight and control of the Work performed by its employees and Independent Contractors, and Buyer shall establish such rules, regulations and procedures necessary for their performance of the Work. The relationship of Buyer and Seller shall be that of a seller of goods and a buyer of goods only. Buyer and Seller shall not be construed for any purpose to be a partner, associate or joint venturer of each other by reason of this Agreement, or any related document or of any action or failure of action or delay of action by the Buyer or Seller pursuant to any provision of Agreement. Buyer shall be solely responsible for any applicable sales and/or Scrap Purchase and Removal Agreement Page 9 01-18-12 use taxes (if any) resulting from the sale of goods to Buyer from Seller. Buyer shall keep in effect and be solely responsible for obtaining its own unemployment compensation insurance, if necessary, and all liability insurance covering Buyer. Further, Seller shall not be responsible in any manner for the negligent or intentional actions of Buyer, and shall not carry worker's compensation insurance for Buyer or its employees. (b) Work Flow and Stoppage: Upon commencement of work, Buyer shall be allowed to continue work without undue delay or stoppage other than as set forth herein. Seller will not interfere with Buyer's demolition work or schedule, with the exception of violations or potential violations of safety or government regulations by Buyer. In the event of work stoppage for any reason other than government issued stop work orders, Seller will be responsible for all monetary damages, other than consequential or incidental damages, arising from such delays and stoppage of work. Notwithstanding the above, Buyer hereby indemnifies Seller for all losses occasioned as a result of such delays and stoppage of work including governmental assessed fines, penalties, costs and fees associated with such stop work orders including reasonable attorney's fees if such work stoppage order is due to any action or inaction by Buyer in the performance of its duties and obligations under this Agreement. (c) Permits: All appropriate permitting applications associated with the requirements of Buyer under this Agreement will be submitted by Buyer at its sole cost,to all applicable local, state, and federal agencies, including the coordination and development of all required submissions. (d) Scrap Metal and Material Removal from Facility: All product removed from the Facility will be weighed at weigh scales to be situated at the entrance of the Facility. Scrap Purchase and Removal Agreement Page 10 01-18-12 (e) Buyer's Responsibilities: i. A qualified on site -project manager will monitor the project during normal working hours. The name of the qualified on site project manager is: George Bouziotis and/or Abe Shah. ii. Buyer will have all local Police and Fire emergency numbers posted on-site for immediate reference. iii. Buyer will provide all materials and equipment necessary and appropriate to fulfill its obligations under the Agreement. iv. Buyer shall submit the name, address and contact person for each of Buyer's proposed subcontractors to Seller in writing for approval prior to any commitment being made by Buyer to any subcontractor for work at the Facility. Approval of subcontractors by Seller shall not be unreasonably withheld. v. Buyer shall give all notices required under, and conduct such activities in compliance with, all applicable federal, state and local laws, rules, regulations and standards, including without limitation, those in respect of employment, labor, environmental, safety and occupational hazards, and the disposal and transportation of hazardous materials. Buyer shall not leave any debris. or waste of or from the Scrap Metal and Material removal activities at the Facility. vi. Buyer shall maintain its own security at the Facility for the duration of the contract. vii. All parties entering the site during the Work phase shall be escorted by Buyer's Security as per safety regulations. Scrap Purchase and Removal Agreement Page 11 01-18-12 (f) Buyer shall contact Seller prior to any Buyer -initiated contact with any governmental entity and advise Seller of the nature and purpose of contact with such governmental entity. It is anticipated that such contact will occur before any demolition activity for Phases 2, 3 and 4, prior to beginning such activity in the area pertaining to the phase to ensure that there are no objections to the scheduled activity and work plan for that area. Buyer shall promptly notify Seller of any governmental entity initiated contact with Buyer regarding the Facility, "Governmental Entity" means any nation or government, any state, county, municipal, regional or local, or other political subdivision thereof, and any agency, commission, court or other entity exercising executive, legislative, judicial, regulatory or administrative functions of government. 9. Buyer's Representations. Buyer agrees, represents, warrants and acknowledges that: (a) It has reviewed and received all relevant environmental samplings and analysis thereof and all applicable reports associated with the Facility under the consent order and agreement with the Pennsylvania Department of Environmental Protection for the Act II release dated November 18, 2010 (hereinafter collectively the "COA"). (b) It is familiar with the regulations of the Environmental Protection Agency ("EPA"), including but not limited to, 40 CFR Part 61 Subpart M, the Asbestos National Emission Standard for Hazardous Air Pollutants (NESHAP) regulations, as amended on Nov. 20, 1990 and the Pennsylvania Asbestos Occupations Accreditation and Certification Act of 1990 (as amended). (c) It shall exercise caution when conducting work at the Facility and refrain from exacerbating any pre-existing condition pertaining to environmental hazards at the site, and perform work in accordance with the COA and all applicable federal, state and local regulations and requirements. Scrap Purchase and Removal Agreement Page 12 01-18-12 (d) Any and all demolition waste materials and ACM removed from the Facility shall be appropriately handled and disposed of in accordance with the COA and ail federal, state and local laws, ordinances and regulations. Buyer is not responsible for handling or disposing of any pre- existing hazardous waste not directly related to demolition activity. (e) It will not bring any hazardous substances to the Facility as part of the demolition process, other than fuel oil, diesel, and oxygen/acetylene or other equipment, tools and related items. (f) It shall not damage or disrupt any of the stormwater protections that currently exist at or near the Facility and agrees to comply with any and all federal, state and local requirements concerning the stormwater management plan for the Facility. (g) It will indemnify and hold Seller harmless for any claims made by neighboring property owners to the Facility or any governmental entity for changes in the stormwater practices in place or any change in stormwater management at the Facility that results in harm to others or any other damages to neighboring property owners as a result of Buyer's activities at the Facility or as provided under this Agreement. (h) All site work will be performed in a safe and workmanlike manner. (i) Buyer will procure any and all necessary licenses, approvals, authorizations or permits necessary to perform the work contemplated by this Agreement and fully comply with the same. (j) All of Buyer's representations and warranties shall survive the execution of this Agreement and completion of the work contemplated by this Agreement. (k) It has had the opportunity to inspect the Scrap Metal and Material and that Seller makes no representations or warranties concerning the condition, sufficiency or merchantability of the Scrap Metal and Material, Scrap Purchase and Removal Agreement Page 13 01-18-12 it being understood that the Scrap Metal and Material is being sold on an "AS IS" "WHERE IS" and "WITH ALL FAULTS AND DEFECTS" basis. (I) Seller's representatives may have access to the Facility as required, but agrees to abide by the Buyer's site-specific safety rules and regulations. (m) At its expense, Buyer shall install broadband internet connected video cameras at key points around the Facility including the scale area(s) and entry/exit points, Seller shall have unlimited access to remotely view activity at the Facility via an Internet connection. (n) Buyer may take pictures and/or videos of demolition activity and work at the Facility for the express purpose of marketing Buyer's services through the creation of advertising and promotional material, as well as providing references for future projects undertaken by Buyer. Seller is under no obligation to provide a reference for Buyer. 10. Completion Date. Buyer shall have completed its obligations under this Agreement, including the removal of all Scrap Metal and Material, required ACM removal and abatement, as well as all debris removal from the Facility within six (6) months (approximately 180 days) after all necessary government approvals have been received by Buyer and Seller's certification to Buyer that all non -appealable local zoning approvals and/or amendments have been obtained to Seller's satisfaction in its sole discretion. Any delays due to work stoppage or weather related stoppages shall be deducted from the number of days allowed for the completion of the project and completion date adjusted accordingly. 11. Abatement. All ACM shall be properly abated and removed from the Facility by a Pennsylvania licensed asbestos abatement contractor operating in accordance with the COA and all applicable rules and regulations of the Scrap Purchase and Removal Agreement Page 14 01-18-12 relevant Government Authority, including but not limited to the Pennsylvania Department of Labor and Industry and the Pennsylvania Asbestos Occupations Accreditation and Certification Act of 1990 (as amended). Buyer shall not be responsible for removal of PCB's, soil remediation, or any other abatement or environmental work other than abatement and removal of ACMs. Buyer shall provide all required Governmental Authority notices prior to the removal of any ACM. Prior to any removal of ACM, Buyer shall provide Seller with a copy of all licenses and certifications evidencing compliance with the Pennsylvania Asbestos Occupations Accreditation and Certification Act of 1990 (as amended). 12. Seller's Representations. Seller represents and warrants to Buyer as follows: (a) Seller has good and marketable title to the Scrap Metal and Material and the property on which the metal is located, free and clear of all encumbrances. (b) Except as expressly set forth in this Section 12, Seller makes no warranties, express or implied, of any kind or nature whatsoever and Seller expressly disclaims all other warranties, express or implied, or arising by course of dealing or performance, custom or usage in the trade or otherwise, including, but not limited to, any implied warranties of fitness for a particular purpose, merchantability or otherwise. The Scrap Metal and Material is purchased on an "AS IS," "WHERE IS" and "WITH ALL FAULTS AND DEFECTS" basis. 13. Insurance. Prior to commencing any work under this Agreement, Buyer shall obtain, and shall maintain until Buyer satisfies all other obligations under this Agreement, at its sole cost and expense: Scrap Purchase and Removal Agreement Page 15 01-18-12 (a) Worker's Compensation Insurance providing statutory required benefits covering the Buyer's employees or other workers who will be working at the Facility; and (b) Commercial General Liability Insurance policy from a reputable insurance company authorized to conduct business in Pennsylvania with limits of at least three ($3,000,000.00) million dollars on which Seller shall be named as an additional insured. Buyer shall provide written proof of insurance to Seller prior to the commencement of demolition activities at the Facility. General Liability insurance shall include protection of property to be retained by Seller, and protect Seller against damage to adjoining property and the owners and occupants thereof. 14. Pre -demolition Facility Access. Upon signing of this Agreement and the payment of $50,000 to Seller, Seller shall allow Buyer full access to the Facility for pre -demolition activity and planning such as marking of structures, site allocation of lay down areas, and general site set up. Buyer may also remove all non-structural metals and materials during this phase. 15. No Broker Fees. Both parties hereby acknowledge that there are no broker fees or commissions in connection with this Agreement and each party agrees to hereby indemnify and hold harmless the other with respect to the same. This indemnification shall survive the execution of this Agreement or termination hereof. 16. Best Efforts and Further Assurances. Subject to the terms and conditions of this Agreement, Buyer and Seller each shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make •effective the transactions Scrap Purchase and Removal Agreement Page 16 01-18-12 contemplated under this Agreement. In the event that at any time after this Agreement has become effective, any further action is deemed necessary by both parties to carry out its purposes, Seller, Buyer or the proper directors or officers of each, as the case may be, shall take all such action without any further consideration under this Agreement. 17. Termination. (a) Seller, by written notice to Buyer, may elect, at Seller's sole option, to terminate this Agreement immediately by delivering to Buyer a notice of termination (a "Termination for Cause") if any of the following events shall occur: 1. Buyer makes a general assignment for the benefit of its creditors, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding under any Applicable Law; H. Buyer fails to perform the Work or any of its material obligations under this Agreement and such failure continues for thirty (30) days after written notice from Seller; iii. Buyer is unable to procure any permit, approval and/or authorization necessary for the performance of the work contemplated by this Agreement due to the fault of Buyer; iv. Buyer fails to make any required notice or maintain any required qualification to perform the Work and such failure continues for thirty (30) days after written notice from Seller; or v. Buyer conducts work in violation of the COA Scrap Purchase and Removal Agreement Page 17 01-18-12 (b) In the event of termination with cause, Buyer must be given a thirty (30) day cure notice by Seller. If Buyer has not cured the breach in the thirty (30) day period, Seller may terminate contract with Buyer. Upon a Termination for Cause by Seller: i. Buyer shall be relieved from any obligation to complete any unfinished portion of the Work and shall immediately discontinue the Work, and without excuse or delay and remove its personnel and equipment from the Facility within reasonable time as needed to fully demobilize from the Facility. ii. Seller shall be immediately released from any and all obligations to Buyer. iii. Seller shall have the right to take over the Work and to finish the Work by whatever method it deems expedient. iv. Seller has the right to claim compensation from Buyer's insurance if applicable. (c) In the event of Buyer being forced by Seller to abandon work or leave the site without cause prior to completion of project, Seller shall fully compensate Buyer for all losses to Buyer, including expenses incurred in execution of this Agreement and loss of Net Profit to be gained from the scope of this Agreement but excluding any consequential or incidental damages incurred by Buyer. (d) In the event that this Agreement is terminated after the completion of Phase 2A but prior to the commencement of Phase 2B due to zoning issues beyond Seller's control, Buyer and Seller shall mutually agree on how much, if any, of the advance payment described in paragraph 6.(a)(ii) above may be refunded to Buyer, based upon the prices of scrap in effect during phase 1 and 2A, the amount of Scrap Metal and Material removed from the Facility and sold during phases 1 and 2A, and the expenses incurred by Buyer associated with the work performed during Scrap Purchase and Removal Agreement Page 18 01-18-12 phases 1 and 2A. If Buyer and Seller cannot mutually agree on how much, if any, of the advance paid to Seller may be returned to Buyer under this section, the parties shall submit the matter to arbitration as provided in paragraph 20 of this Agreement. In no case, however, shall any refund to Buyer exceed $50,000.00 under any circumstances. (e) Cumulative Remedies. The remedies provided to the Seller pursuant to this Agreement shall be applicable to each phase as set forth above while such phase of work is in progress or has been completed and shall be cumulative and in addition to all other remedies of any kind and nature the Seller may have, either at common law or in equity, for any breach hereof or failure to perform by Buyer. (f) Surviving Obligations. Termination of this Agreement (i) shall not relieve Buyer or Seller of any obligation hereunder that expressly or by implication survives termination hereof; (ii) except as otherwise expressly provided herein, shall not relieve either Buyer or Seller of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination; and (iii) shall not relieve Buyer of any obligations already performed or arising prior to the date of termination. 18. Indemnification. (a) General Indemnity. Buyer shall defend, indemnify and hold harmless Seller and all of its Affiliates, along with each of their respective officers, directors, shareholders, partners, agents, employees, successors, and assigns, (collectively, the "Indemnitees"), from and against all loss, damage, expense and liability (including court costs and reasonable attorneys' fees) resulting from: i. injury to or death of persons and from damage to or loss of property caused by or arising out of the negligent acts Scrap Purchase and Removal Agreement Page 19 01-18-12 or omissions or acts of willful misconduct of Buyer (or its Subcontractors, vendors, officers, employees or agents); ii. each and every Lien filed in connection with the performance of the Work; iii. breach of any obligation of Buyer set forth in this Agreement; iv. any violation by Buyer or its Subcontractors of any Applicable Law; v. failure to abate and dispose of ACM from the Facility pursuant to the terms of the COA and/or any applicable laws or regulations; vi. failure to perform the demolition in accordance with the terms of the COA and/or any environmental statute or regulation; vii. failing to perform any aspect of the Facility demolition which violates Seller's Act II approval; or viii. failure to perform any of Buyer's representations or warranties contained in this Agreement. (b) In the case of any claim for indemnification arising from a claim of a third party, Seller shall give prompt written notice following Seller's receipt of such claim or demand to Buyer of any claim or demand which Seller has knowledge and as to which it may request indemnification under the Agreement. Buyer shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of Seller, as the case may be, at the expense of Buyer, and with counsel selected by Buyer or Buyer's insurance company. Notwithstanding anything in this Agreement to the contrary, Seiler shall, at the expense of Buyer, cooperate with Buyer, and keep Buyer fully informed, in the defense of such claim or demand. Scrap Purchase and Removal Agreement Page 20 01-18-12 (c) Seller shall defend, indemnify and hold harmless Buyer and all of its Affiliates, along with each of their respective officers, directors, shareholders, partners, agents, employees, successors, and assigns, (collectively, the "Seller's Indemnities"), from and against all loss, damage, expense and liability (including court costs and reasonable attorneys' fees) resulting from: i. injury to or death of persons and from damage to or loss of property caused by or arising out of the grossly negligent acts or acts of willful misconduct of Seller (or its Subcontractors, vendors, officers, employees or agents); ii. breach of any uncured material obligation of Seller set forth in this Agreement; iii. any violation by Seller of any Applicable Law materially affecting this Agreement; (d) Seller shall not be responsible in any manner for any consequential or incidental damages incurred by Buyer as a result of this Agreement. (e) In the case of any claim for indemnification arising from a claim of a third party, Buyer shall give prompt written notice following Buyer's receipt of such claim or demand to Seller of any claim or demand which Buyer has knowledge and as to which it may request indemnification under the Agreement. Seller shall have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of Buyer, as the case may be, at the expense of Seller, and with counsel selected by Seller. Notwithstanding anything in this Agreement to the contrary, Buyer shall, at the expense of Seller, cooperate with Seller, and keep Seller fully informed, in the defense of such claim or demand. (f) Term of Indemnities. Notwithstanding any other provision in this Agreement to the contrary, the indemnification obligations and rights set forth in this Section, as applicable to each phase as set forth above, shall Scrap Purchase and Removal Agreement Page 21 01-18-12 survive the expiration or other termination of this Agreement provided such phase of work is in progress or has been completed, and Seller's acceptance of any Work hereunder shall not be construed to relieve Buyer of any obligation under this Agreement. 19. Notices. All notices or other communications required or permitted hereunder will be in writing and will be delivered personally, or by certified, registered or express air mail, postage prepaid, return receipt requested, or by a recognized international courier service and will be deemed given when so delivered personally, or by facsimile, or if mailed, Five (5) business days after the date of mailing, as follows: To Buyer: BATTLESTONE STEEL, LLC Attn: Mr. Abe Shah 645 Fifth Avenue, 8th Floor New York, NY 10022 To Seller: Carlisle Auto Industries, Inc. 1000 Bryn Mawr Road Carlisle, PA 17013 With a copy to: Bennington Group 401 East Las Olas Boulevard Suite #130-586 Fort Lauderdale, FL 33301 With a copy to: James D. Hughes, Esq. Salzmann Hughes, P.C. 354 Alexander Spring Rd. Suite 1 Carlisle, PA 17015 Or to such other address as any party hereto will notify the other parties hereto (as provided above) from time to time. 20. Arbitration. (a) Any claim, dispute or controversy between the Parties arising out of or relating to this Agreement or the interpretation or breach thereof, Scrap Purchase and Removal Agreement Page 22 01-18-12 or to the existence, scope or validity of this agreement, regardless of the amount in dispute, shall be resolved by arbitration conducted in accordance with the procedures of the American Arbitration Association, provided however, that the arbitration shall be statutory arbitration governed by the former provisions of the Uniform Arbitration Act of 1927 as adopted by the Commonwealth of Pennsylvania and the appellate provisions stated therein. (b) The parties shall be entitled to engage in discovery pursuant to the rules of the American Arbitration Association, such discovery to be completed within ninety (90) days so as to not delay the arbitration proceedings and both parties agree to cooperate to provide prompt responses to written requests for discovery and to make parties available for deposition. 21. Confidentiality. (a) General: Buyer and Seller acknowledges that in connection with work pertaining to this Agreement, each may provide the other orally or in writing (as Disclosing Party), or may obtain (as Receiving Party), certain Confidential Information and Trade Secrets, the disclosure of which would be detrimental to the Disclosing Party or third parties with whom the Disclosing Party has business relations. Buyer and Seller agree that all such "Confidential Information" and "Trade Secrets", as defined below, shall be held in confidence, and shall not, without the express prior written consent of the Disclosing Party, disclose, divulge or communicate directly or indirectly, to any third party, or use for any purpose other than in fulfilling the terms of this Agreement, any Confidential Information during the term of this Agreement and for a period of two (2) years following the termination of this Agreement, or any Trade Secrets at any time during which such information or data shall continue to constitute a "trade secret" under applicable law. The Receiving Party shall cooperate with any other Scrap Purchase and Removal Agreement Page 23 01-18-12 reasonable confidentiality requirements requested by the Disclosing Party and shall immediately notify the Disclosing party of any unauthorized disclosure or use of any Confidential Information or Trade Secrets of which the Receiving Party becomes aware or suspects. (b) Allowable Disclosure: Notwithstanding this section, Buyer and Seller may disclose Confidential Information and Trade Secrets to those of its employees and agents who need to know such particular Trade Secrets or Confidential Information in order for Buyer and Seller to perform its obligations under this Agreement. Both Buyer and Seller shall require each person to whom it discloses any Trade Secrets or Confidential Information to execute confidentiality agreements in a form reasonably acceptable to the Disclosing Party and shall use its best efforts to cause such persons to comply with the restrictions contained in such confidentiality agreements. Buyer and Seller shall remain responsible for every person to whom it provides Trade Secrets or Confidential Information. (c) Definitions: For the purposes of this Agreement, "Confidential Information" means valuable, non-public competitively sensitive data and information relating to the Disclosing Party or any of its affiliates or the Disclosing Party's or any of its affiliates' business, other than Trade Secrets and shall not include information that: (i) has been or becomes generally available to the public, other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (ii) was or is in the possession of the Receiving Party prior to disclosure by the Disclosing Party without being subject to any prior restrictions regarding disclosure; (iii) has been or becomes available to the Receiving Party on a non -confidential basis when the source of such availability is entitled to make such disclosure; or (iv) is or was developed by or for the Receiving Party independently of and without reference to any information disclosed to the Receiving Party by the Disclosing Party. "Trade Secret" means information or data of or about the Scrap Purchase and Removal Agreement Page 24 01-18-12 Disclosing Party or any of its affiliates, including without limitation, information regarding customers, suppliers, manufacturers and distributors, methods of financing and all technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, business plans, project plans, project contracts, project proposals and contract summaries or lists of actual or potential projects, customers or suppliers, that (i) derive economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing, definition is inconsistent with a definition of "trade secret" mandated under applicable law, the latter definition shall govern for purposes of interpreting the parties' obligations under this Agreement. 22. Assignment. Buyer has the option to assign or transfer this Agreement and any subsequent Contract with the consent of Seller, which consent shall not be unreasonably withheld, provided that the party to which the Agreement/Contract is assigned or transferred is wholly owned by the Principal/Principals of Buyer, and/or a subsidiary or affiliate of Buyer. Upon assignment or transfer of the Agreement/Contract, the assignee assumes all obligations of the assignor pertaining to this Agreement and any subsequent agreement pertaining to this property between Buyer and Seller. The rights and obligations of this Agreement shall bind and benefit any successors or assigns of Buyer. Seller may freely assign this Agreement without consent of Buyer provided that the provisions of this Agreement remain in place and that the Seller's assignee is fully responsible under this Agreement, Scrap Purchase and Removal Agreement Page 25 01-18-12 23. ADDITIONAL GENERAL PROVISIONS: (a) Publicity Releases; Information. Buyer shall not, and shall not permit any Subcontractor to, issue any press or publicity release or any advertisement (other than to solicit employees for the project), or publish, release or disclose any photograph concerning this Agreement or the Work or the Facility, except in accordance with the written approval of Seller. (b) Counterparts; Headings; Facsimile. This Agreement may be executed in counterparts, each of which will be deemed an original agreement, but all of which together will constitute one and the same instrument. The headings in this Agreement are for reference purposes only, and will not in any way affect the meaning or interpretation of this Agreement. A facsimile signature of any party to this Agreement shall be considered to have the same binding legal effect as an original signature. (c) Amendments. This Agreement may be amended or modified only by a Change Order or a written amendment to this Agreement signed by duly authorized representatives of all Parties. (d) Severability and No Strict Construction. The invalidity of any portion hereof will not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction will be enforced to the maximum extent permitted by law. Buyer and Seller acknowledge that this Agreement has been prepared jointly by the parties hereto, and will not be strictly construed against either party by virtue of this Agreement's preparation. (e) Relevant Documents. This Agreement consists of: (i) this Agreement and its Exhibits and Schedules and (ii) any amendments, modifications or change orders approved by the Parties after the execution of this Agreement. This Agreement does not include any other documents unless specifically enumerated in this Agreement or in an amendment Scrap Purchase and Removal Agreement Page 26 01-18-12 hereto. Should there be any conflict in their terms, the body of this Agreement and any amendments shall control over the Scope of Work. (f) Entire Agreement. This Agreement represents the entire understanding and agreement between the Parties hereto on the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties regarding the same. (g) Waivers. No failure to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall impair any right, power or remedy that either Party may have, nor shall such failure or delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default be deemed a waiver of any default or breach subsequently occurring under this Agreement. (h) Successors and Assigns. The rights, benefits, liabilities, duties and obligations of this Agreement shall inure to the benefit of and be binding upon the Parties' successors and permitted assigns. (i) Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, including all matters of construction, validity and performance, without giving effect to any choice of law rules which may direct or permit the application of the laws of any other jurisdiction. Venue for any disputes arising. from this Agreement shall be brought before the American Arbitration Association in Cumberland County, Pennsylvania. (j) Further Assurances. Buyer and Seller shall each execute and deliver all further instruments and documents, and take all further action that Buyer or Seller, as the case may be, may reasonably request in order to enable Buyer to complete performance of the Work or to effectuate the purposes or intent of this Agreement, however neither party may place this Agreement of record in any jurisdiction without the written consent of both parties. Scrap Purchase and Removal Agreement Page 27 01-18-12 (k) Attorneys' Fees and Expenses. In the event of arbitration, all expenses of such arbitration including full and actual attorneys' fees and costs, court costs, witness fees and collection expenses will be paid to the prevailing party by the non -prevailing. (I) Survival of Provisions. All provisions of this Agreement which are expressly or by implication to come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable for at least five (5) years following such expiration or termination. (m) Exhibits to be Incorporated. All exhibits hereto not already specifically incorporated, are hereby incorporated herein by reference. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by it's duly authorized officer as of the day and year first above written. For Buyer: By. Name: Title: C O o y�►� ;• p� Date: t ` is �' -- `2..112_ For Seller: By: Name: Harold Brandt Title: CFO Date: 18 January 2012 Scrap Purchase and Removal Agreement Page 28 1 lAC Car-Psle LLC Address: 50 Spring Road, Carlisle, PA 17013 Lot I &2.Block 120/2 Acres: 25,20 (1,097,712 SF) Assessed Value: $7.7 Million Total Improvements: $6.7 Million Lond:$1.0 Million 2008 RE Taxes: $141,557.87 Multi -building industrial complex. Total floor area about 756,724 SF, not including 2" and 3" story areas. (All existing space now= 873,120 SF). 1 i i I a NO. 4---A Property Bounpary 1,214;7 97 sqlr, N�4 J5..ce4 LI; 0 NO03 I tY2. ‘k0-5 >.* 031 NO. 1 .46:, 4240 NO. 14 Total Roof Area 754724 poit Wxch ›TIOerircIFloors..873,120 scot Pertrnefer .• 46/ k Sukang 7Q• ft P'ro,De:7y 0:'ke 4638 sqh. Manufaawir.g .613.33(4o, Warehouse 187, ./S2 sqlt NO: 3 g NO. 19 NO. i-8 NO. 6 NO. 6-11 \4„ Dosk Doors Used rreA'- st.fany i;Crig i 1;1 e OZtiell • Ser,..:ore,::: - tiff • :;0 ropes. 44-4i fr;.4)P51o4,..f.: crowlicu: -- NO. is-, Na 78 • Aie-b-) S vr- EXHIBIT "2" James S. Tupitza, Esquire Attorney Id #122761 Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 610-696-2600 jim@tupitzalaw.com 411 PENNSYLVANIA � � }'d S ti'0 COUNT 1, YLVANIA BATTLESTONE STEEL, LLC 630 Freedom Business Center Drive 3rd Floor King of Prussia, PA 19406, Claimant vs. Carlisle Auto Industries, Inc. 1000 Bryn Mawr Rd, Carlisle , PA 17013, Respondent :IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PA No N." 3/q? MECHANIC'S LIEN CLAIM Pursuant to the Mechanic's Lien Law of 1963,.as amended, 49 P.S. 1101 et seq., Battlestone Steel, LLC files this Mechanic's Lien Claim and set forth the following: 1. Name of the Party Claimant: The Claimant is Battlestone Steel, LLC, 630 Freedom Business Center Drive, 3`d Floor, King of Prussia, PA 19406. 2. The Name and Address of the Owner or Reputed Owner: The owner or reputed owner is: Carlisle Auto Industries, Inc. 1000 Bryn Mawr Rd, Carlisle , PA 17013. 3. The date of Completion of Claimant's Work: The last day of the Claimant's work was March 24, 2014. 4. Name of Party to Contract and Notice: The Claimant contracted directly with the I - S3PC1 a 5 ouit z.W (p - (DCS Respondent and therefore no notices are necessary. 5. Identification of Contract and Scope of Work: The parties contracted by written agreement dated January 18, 2012, pursuant to which Claimant demolished certain buildings and structures as part and parcel of the preparation of building pads and the erection and construction of improvements on the Property. 6. Kind and Character of Work: The work included sorting various recyclable materials, including steel, copper, glass, bricks and concrete. The Claimant was to be paid 82.5% of the revenue from the sale of materials reclaimed from the development site on the Property, subject to a minimum payment of $500,000 to the Respondent as its share of the revenue. 7. The Amount Claimed to be Due: The amount claimed to be due is $1,600,000.00 representing 78.5% of the value of materials recovered and stored on the premises and not removed for sale. 8. Description of the Property Subject to the Lien: Tax Parcels 06-19-1641-133 and 06-20-1800-001located in Carlisle Borough and described in two deeds dated November 29, 2010 and attached as Exhibit "A" WHEREFORE, Claimant, Battlestone Steel, LLC, files this Mechanic's Lien 5/27/2014 James S. T tza Digitally signed by James S. Tupitza ON: ca. -James S. Tupitza, o=Tupitza • Associates, ou=tupitzalaw, .• ernail=jim@tupitza law.com, cr.US Date: 2014.05.27 16:1902 -0400' Jam- Tupitza, Esquire Attorney for Claimant it" RECORDATION REQUESTED BY: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 TAX PARCEL NO. 06-204800-001 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY (2010), THIS SPECIAL WARRANTY DEED, MADE EFFECTIVE THEMth day of November, in the year two thousand ten BETWEEN IAC CARLISLE, LLC, a Delaware limited liability company, hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES, INC., a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollar, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee, its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "A" on the ALTA land survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows (the "Property"): BEGINNING at a point on the westerly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly line of the Cumberland Valley Branch of the Pennsylvania Railroad; thence along a curve to the left, having a Troy_593969_4 radius of three hundred one hundred seventy and zero hundredths feet (3,170.00'), an arc length of three hundred seventy-four and thirteen hundredths feet (374.13'), a chord bearing South eighty-nine degrees, thirty minutes, twenty-nine seconds West (S 89' 30' 29" W) and a chord distance of three hundred seventy-three and ninety-one hundredths feet (373.91') to an existing 5/8" Rebar; thence South eighty-six degrees, seven minutes, forty seconds West (S 86' 07' 40" W), a distance of eighty-two and seventy-six hundredths feet (82.76') to a point; thence North fifteen degrees, twenty- six minutes, zero seconds West (N 15' 26' 00" W), a distance of two hundred thirty- eight and fifty-three hundredths feet (238.53') to an existing 5/8' Rebar; thence North seven degrees, thirty-eight minutes, twenty seconds West (N 07' 38' 20" W), a distance of one hundred ninety-seven and ninety-one hundredths feet (197.91') to an existing 5/8" Rebar; thence North five degrees, twelve minutes, thirty seconds West (N 05' 12' 30" W), a distance of five hundred eight and zero hundredths feet (508.00') to a point; thence North three degrees, forty-six minutes, thirty-five seconds West (N 03' 46' 35" W), a distance of three hundred eighty-four and two hundredths feet (384.02') to a point; thence North four degrees, fifty-four minutes forty seconds West (N 04' 54' 40' W), a distance of five hundred seven and forty-one hundredths feet (507.41') to art existing 5/8" Rebar; thence North eighty-four degrees, forty-two minutes, forty seconds East (N 84' 42' 40' E), a distance of seven hundred twenty- nine and eighty-eight hundredths feet (729.88') to an existing 5/8" Rebar; thence South one degree, thirty minutes; thirty-five seconds West (S 01' 30' 35" W), a distance of four hundred ninety-three and fifteen hundredths feet (493.15') to a point; thence South two degrees, ten minutes, thirty-five seconds West (S 02' 10' 35" W), passing through an existing Concrete Monument at a distance of One Thousand Three Hundred Eighty Seven and twenty-two hundredths feet (1387.22') to the point and place of BEGINNING. BEING known as Premises "A" of the above -referenced ALTA survey and as described on theprior deed of conveyance to Grantor, containing more or less 26.2012 acres and known as 50 Spring Road, Carlisle, Pennsylvania. DEED DISCLOSURE STATEMENT NOTICE: The Grantee and all subsequent owners of this PROPERTY are hereby notified of the presence of the below listed Hazardous Substances on the PROPERTY, the locations of which are depicted in Attachment 1 hereto. A. Soil - Arsenic B. Groundwater - Benzene, TCE, benzo(k)flouranthene, benzo(a)pyrene, chrysene, bis(2-ehtylhexyl) phthalate, benzo(b)fluoranthene and a thin Troy 593969 4 layer of petroleum product observed in wells on the PROPERTY on the groundwater surface. This information is being provided in accordance with section 405 of the Pennsylvania Solid Waste Management Act (35 P.S. section 6018.405), section 512 of the Pennsylvania Hazardous Sites Cleanup Act (35 P.S. section 6020.512) and the Pennsylvania. Land Recycling and Environmental Remediation Standards Act (35 P.S. section 6026.101 et seq.). Unless otherwise permitted by law, this NOTICE is and shall be made a part of the DEED for all future conveyances or transfers of the PROPERTY (or any part thereof) by the Grantee, and all subsequent owners of the PROPERTY or any portion of the PROPERTY affected by the hazardous substances disposal. This requirement shall be deemed a covenant running with the PROPERTY in perpetuity. Pursuant to the November 18, 2010 Consent Order and Agreement between the Grantor, Grantee and the Pennsylvania Department of Environmental Protection (the "Consent Order"), as to areas on the Property where the contamination exceeds. the Act 2 residential Statewide Health Standard or the residential Site -Specific Standard, the use of those areas is limited to commercial or industrial activity, excluding schools, nursing homes and other residential style facilities and recreational areas, until these areas meet a PaDEP approved Act 2 residential standard. THIS DOCUMENT MAY NOT SELL, CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE. CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by. Lear Corporation, by Deed dated March 31, 2007, and recorded on April 5, 2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments, conditions, restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; Troy 593969_4 (iii) the Consent Order, including, without limit, the access easement set forth in the Consent Order; (iv) all laws, ordinances and other legal requirements or restrictions; (v) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (vi) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vii) any liens or other matters arising from Grantee's inspections and/or use of the Property; (viii) all exceptions to title set -forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (ix) all other matters against which the Grantee is insured by title insurance (collectively, the "Permitted Encumbrances"); THAT IAC Carlisle, LLC, has constituted and appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, in its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement, with the intent that the same may be duly recorded. AND the said Grantor hereby govenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness of the legal description of the Property generated by the Survey Troy_593969 4 IN WITNESS WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed, Sealed and Delivered in the presence of STATE OF MICHIGAN IAC Carlisle, LLC By: NNESTE, CFO : SS. COUNTY OF WAYNE Ov P_Pnb V_J- On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. JODI M. LOPEZ Notary Public. Michigan Wayne County My Commission Expires May 17, 2015 Acting In the County of iiiRYP-4 Troy_593969_4 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 B n Mawr Road Carb PA 17013 Date: I I 1 7') I (7 SALZMANN HUGHES, P.C. 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 Troy_593969_4 Attachment 1 Location of Hazardous Substances SEE ATTACHED Troy_593969 4 Groundwater 6 round water Exceedence Map & Locations with Sheens 'q caroratfon 30 Sonviela AM R Lle -----PitoPe fr LK i s lIC>rCOVIdl? MRL LOCAflQV SUMAC DENCSIATIOf 0 F1DHOt MAKIN'S 1twlS E7 nye FEMMES AIM: MA fE SCM. efialC LOCA fEW 'Arsenic (As) Statewide Health Standards (0-2 ft -bas) Residential Sae Use: 12 mg/Kg Aon -residential SAo Use: 52 mgrKg 'Trkrloroothene (TCE) Statewide Health Standard Soil to Groundwater. 0.5 mg/Kg Direct Contact (0-2 11-bgs): 190 m0/Kg Guest Conlac4 (2.15 9- o(: 1,100 mg/Kg Dmf„ -U uatiirla MOM � tlt�la4 convaus MIII11MIR11111111111 EXHIBIT B — SOIL SAMPLE EXCEEDENCES (function of flnal standard celesta)' FORMER W1SL J4O S TE SPRING RON) CARLISLE, E. COUNTY. PENNSYLVANIA • i .gc4A„ RECORDATION REQUESTED BY: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 WHEN RECORDED MAIL TO: Salzmann Hughes, PC 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 (717) 249-6333 TAX PARCEL NO. 06-19-1641-133 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS SPECIAL WARRANTY DEED, MADE EFFECTIVE THE4th day of November, in the year two thousand ten (2010), 01 000VV3 BETWEEN IAC CARLISLE, LLC, a Delaware limited liability company, hereinafter called Grantor, AND CARLISLE AUTO INDUSTRIES, INC., a Pennsylvania corporation, hereinafter called Grantee, WITNESSETH, that in consideration of the sum of One and 00/100 ($1.00) Dollars, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey unto the said Grantee, its successor and or assigns, ALL THAT CERTAIN tract of land situate in Carlisle Borough, Cumberland County, Pennsylvania, referred to as Premises "B" on the ALTA land survey of BL Companies, dated May 21, 2010 (the "Survey"), more particularly described as follows (the "Property"): BEGINNING at an existing Concrete Monument on the easterly right-of-way line of Carlisle Springs Road (Public Street, 60' wide right-of-way) and the northerly right-of-way line of Hamilton Street (Public Street, 60' wide right-of-way); thence along the easterly line of Carlisle Springs Road North two degrees; ten minutes, thirty-five seconds East (N 02' 10' 35" E), a distance of seven hundred eighty-six and Troy_594018_3 fifty-two hundredths fee (786.52') to a point; thence North one degree, thirty minutes, thirty-five seconds East (N 01' 30' 35" E), a distance of four hundred ninety-nine and thirty-six hundredths feet (499.96') to an existing Concrete Monument; thence North two degrees, seventeen minutes, thirty-five seconds East (N 02' 17' 35" E), a distance of four hundred twenty-four and thirteen hundredths feet (424.13') to an existing 5/8" Rebar; thence South eighty-seven degrees, forty-two minutes, twenty-five seconds East (S 87' 42' 25" E), a distance of four hundred fifty-nine and zero hundredths feet (459.00') to a point; thence South twenty-five degrees, fifty-five minutes, fifty seconds East (S 25' 55' 50" E), a distance of eight hundred ten and ninety-nine hundredths feet (810.99') to an existing 5/8" Rebar; thence South forty- two degrees, fourteen minutes, sixteen seconds West (S 42' 14' 16" W), a distance of one thousand two hundred ninety-nine and twelve hundredths feet (1,299.12') to an existing Concrete Monument, the point and place of BEGINNING. BEING known as Premises "B" of the above -referenced ALTA survey and as described on the prior deed of conveyance to Grantor, containing more or less 20.2269 and known as 119 Spring Road, Carlisle, Pennsylvania. THIS DOCUMENT MAY NOT SELL, CONVEY TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. BEING part of the same premises conveyed by Lear Corporation, by Deed dated March 31, 2007, and recorded on April 5, 2007, in the Office of the Recorder of Deeds in and for Cumberland County in Book 279, Page 2365, to IAC Carlisle, LLC, Grantor herein. UNDER AND SUBJECT to (i) any existing covenants, easements, encroachments, conditions, restrictions, notations, and agreements and other matters of record affecting the Property; (ii) any matters which an accurate survey or inspection of the Property would disclose, including matters set forth on the Survey; (iii) all laws, ordinances and other legal requirements or restrictions; (iv) the rights of the public and of any governmental unit in any part thereof taken, used or deeded for street, road, drain or highway purposes; (v) taxes and assessments, whether general or special, and any lien arising therefrom, which are not due and payable as of the date of this Deed; (vi) 'any liens or other matters arising from Grantee's Troy_594018_3 inspections and/or use of the Property; (vii) all exceptions to title set -forth in the commitment for title insurance dated November 29, 2010 issued by Stewart Title Guaranty Company; and (viii) all other matters against which the Grantee is insured by title insurance (collectively, the "Permitted Encumbrances"). THAT IAC Carlisle, LLC, has constituted and appointed Jeff Vanneste, Chief Financial Officer of IAC Carlisle, LLC, in its name to acknowledge this Deed before such person (s) having authority by laws of the State of Michigan to take such acknowledgement, with the intent that the same may be duly recorded. AND the said Grantor hereby covenants and agrees that it will warrant specially the Property hereby conveyed, subject to the Permitted Encumbrances. Provided, however, Grantor does not warrant the accuracy or completeness. of the legal description of the Property generated by the Survey. Troy_594018_3 IN WITNESS WHEREOF, said Grantor has hereunto set its hand and seal the day and year first above written. Signed, Sealed and Delivered in the presence of STATE OF MICHIGAN COUNTY OF WAYNE IAC Carlisle, LLC ) : ss. 7t Jovemb¢i- On this, the 29th day of 2010, before me, the undersigned officer, personally appeared Jeff Vanneste, Chief Financial Officer of LAC Carlisle, LLC, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed same as an authorized representative of Grantor for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. JODI M. LOPEZ Notary Public • Michigan Wayne County My Commission Expires May 17, 2015 • Acting In the County of 1019YM • I Troy_594018_3 I do hereby certify that the precise residence and complete post office address of the within named Grantee is: 100 Br n M. • dead Car le PA 17013 e3A arr Date: 1 11>44° an tee rso I 2 evut.... /-4,414,p'- SALZMANN HUGHES, P.C. 354 Alexander Spring Road, Suite 1 Carlisle, PA 17015 Troy_594018_3 EXHIBIT "3" Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY 4.,00,atember/4_d 1t IprOTi0N0►A;'r 2UI'i JUN 25 PH 3: 33 OFFIGEOFTHE SHERIFFCUBERLAND Q NNSYi_vAN gaTY Battlestone Steel, LLC vs. Carlisle Auto Industries Inc. Case Number 2014-3197 SHERIFF'S RETURN OF SERVICE 06/16/2014 11:15 AM - Deputy William Cline, being duly sworn according to law, served the requested Mechanics Lien Claim by handing a true copy to a person representing themselves to be Harold Bryant, Chief Financial Officer, who accepted as "Adult Person in Charge" for Carlisle Auto Industries Inc. at 100 Bryn Mawr Road, Carlisle Borough, Carlisle, PA 17013. ILLIA LINE, DEPUTY SHERIFF COST: $34.78 SO ANSWERS, June 17, 2014 RO ,jT ANDERSON, SHERIFF NOTARIAL SEAL CLAUDIA A. BREWBAKER, NOTARY Carlisle Baro, Cumberland 6.. :. My. CommisSidn Expires Apr;'- Affir d and subscribed to before me this NOTARY 3t( day of /,� c20141 (c) CountySuite Sheriff, Toleosott. Inc. EXHIBIT "4" 2826141.152592-0001 Scott T. Wyland Attorney ID No. 52660 James D. Hughes Attorney ID No. 58884 E. Lee Stinnett II Attorney ID No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 IN THE COURT OF COMMON -PLEAS. CUMBERLAND COUNTY, PENNSYLVANIA BATTLESTONE STEEL, LLC, • CLAIMANT • • v CARLISLE AUTO INDUSTRIES, INC., RESPONDENT NO. 14-3197. CIVIL ACTION - LAW MECHANIC'S LIEN PRAECIPE FOR RULE TO FILE COMPLAINT To the Prothonotary: Pursuant to Pa.R.C.P. No. 1659, please enter a rule as of course on Battlestone Steel, LLC of 630 Freedom Business Center Drive, 3th Floor, King of Prussia, Pennsylvania, to file a complaint upon its mechanic's lien claim within twenty (20) days after service of the rule or be forever barred from doing so. Service should be made upon Claimant's counsel of record, James S. Tupitza, Esq., Tupitza & Associates, P.C., 212 West Gay Street, West Chester, Pennsylvania, 19380. CERTIFICATE OF SERVICE I, Scott T. Wyland, certify that on this 6th day of August, 2014, I have served the foregoing Praecipe for Rule to File Complaint by depositing the same in the United States Mail, by First Class Mail, postage prepaid, addressed as follows: Battlestone Steel, LLC c/o James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 ScottA d COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Edward Seglias, Esquire, PA Id. #55103 Wendy R. Bennett, Esquire, PA Id. #208968 eseglias@cohenseglias.com wbennett@cohenseglias.corn 30 South 17th Street, 19th Floor Philadelphia, PA 19103 215-564-1700 TUPITZA & ASSOCIATES, P.C. James S. Tupitza, Esquire, PA Id. #22761 iim@tupitzalaw.com 212 West Gay Street West Chester, PA 19380 (610) 696-2600 BATTLESTONE STEEL, LLC Claimant, v. CARLISLE AUTO INDUSTRIES, INC., Owner. l! OF `0'lt� THE PRO TH04C111:1y 2014 AUG 29 41110: 32 CUMBERLAND COUNTY Attorneys for Claimant, Battlestone Steel, LLC . COURT OF COMMON PLEAS •OF CUMBERLAND COUNTY . MECHANICS' LIEN . NO. 14-3197 MLD PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of Edward Seglias, Esquire and Wendy R. Bennett, Esquire as co -counsel for Claimant, Battlestone Steel, LLC, in the above -captioned matter. By: Dated: August 28, 2014 COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Ed Seglias, Esquire Wendy R. Bennett, Esquire Attorney for Claimant Battlestone Steel, LLC COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Edward Seglias, Esquire, PA Id. #55103 Wendy R. Bennett, Esquire, PA Id. #208968 eseglias@cohenseglias.com wbennett@cohenseglias.com 30 South 17th Street, 19th Floor Philadelphia, PA 19103 215-564-1700 TUPITZA & ASSOCIATES, P.C. James S. Tupitza, Esquire, PA Id. #22761 jim@tupitzalaw.com 212 West Gay Street West Chester, PA 19380 (610) 696-2600 Attorneys for Claimant, Battlestone Steel, LLC . COURT OF COMMON PLEAS BATTLESTONE STEEL, LLC OF CUMBERLAND COUNTY Claimant, v. MECHANICS' LIEN ACTION CARLISLE AUTO INDUSTRIES, INC., NO. 14-3197 MLD Owner. CERTIFICATE OF SERVICE I, Wendy R. Bennett, Esquire, hereby certify that a true and correct copy of the foregoing Praecipe for Entry of Appearance was served on August 28, 2014 via first-class mail and email, upon the following persons: Scott T. Wyland, Esquire (swyland@salzmannhughes.com) James D. Hughes, Esquire (jhughes@salzmannhughes.com E. Lee Stinnett II, Esquire (lstinnett@salzmannhughes.com) Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 James S. Tupitza, Esquire (jim@tupitzalaw.com) Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. By: R. Bennett, Esquire Attorney for Claimant Battlestone Steel, LLC COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. Edward Seglias, Esquire, PA Id. #55103 Wendy R. Bennett, Esquire, PA Id. #208968 eseglias@cohenseglias.com wbennett@cohenseglias.coin 30 South 17th Street, 19th Floor Philadelphia, PA 19103 215-564-1700 TUPITZA & ASSOCIATES, P.C. James S. Tupitza, Esquire, PA Id. #22761 jim@tupitzalaw.com 212 West Gay Street West Chester, PA 19380 (610) 696-2600 BATTLESTONE STEEL, LLC Claimant, v. CARLISLE AUTO INDUSTRIES, INC., Owner. r'I L LG u E PRO r! ONO THE R .� 2814 AUG 29 Ir p Ai, IU., ,. 2 CUMBERL AND PENNS �'L Y' NIA r Attorneys for Claimant, Battlestone Steel, LLC . COURT OF COMMON PLEAS . OF CUMBERLAND COUNTY MECHANICS' LIEN ACTION . NO. 14-3197 MLD CERTIFICATE OF SERVICE I, Wendy R. Bennett, Esquire, hereby certify that a true and correct copy of the foregoing Motion to Stay Mechanics' Lien Proceedings and Compel Arbitration was served on August 28, 2014 via first-class mail and email, upon the following persons: Scott T. Wyland, Esquire (swyland@salzmannhughes.com) James D. Hughes, Esquire (jhughes@salzmannhughes.com E. Lee Stinnett II, Esquire (lstinnett@salzmannhughes.com) Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 James S. Tupitza, Esquire (jim@tupitzalaw.com) Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 COHEN, SEGLIAS, PALLAS, GREENHALL & FURMAN, P.C. By: We R. Bennett, Esquire Attorney for Claimant Battlestone Steel, LLC cq* 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�ext,,.a Argument Court.) 14-3197 cn .ro .C' CAPTION OF CASE (entire caption must be stated in full) Battlestone Steel, LLC, Claimant vs. Carlisle Auto Industries, Inc., Respondent No. 3197 2014 1. State matter to be argued (i.e., plaintiff's motion for new trial, defendant's demurrer to complaint, etc.): Respondent's Preliminary Objections to Claimant's Mechanic's Lien Claim c*� 2. Identify all counsel who will argue cases: (a) for plaintiffs: James S. Tupitza, Esq., 212 West Gay St., West Chester, PA 19380 (Name and Address) (b) for defendants: Scott T. Wyland, Esq., Salzmann Hughes, P.C. (Name and Address) 105 N. Front St., Suite 205, Harrisburg, PA 17101 3. I will notify all parties in writing within two days that this case has been listed for argument. 4. Argument Court Date: September 26, 2014 Date: September 3, 2014 Signature Print your name Respondent Attorney for c7 - CD 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 relisted. *Itt-75-PCI /11-L- C#1037 BATTLESTONE STEEL, LLC, : IN THE COURT OFCOMMON PLEAS OF Claimant : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION — LAW CARLISLE AUTO • INDUSTRIES, INC., • Owner : IN RE: CLAIMANT'S MOTION TO STAY MECHANICS LIEN PROCEEDINGS AND COMPEL ARBITRATION ORDER OF COURT AND NOW, this 12th day of September, 2014, upon consideration of Claimant's Motion To Stay Mechanics Lien Proceedings and Compel Arbitration, a Rule is hereby issued upon Owner to show cause why the relief requested should not be granted. RULE RETURNABLE within 30 days of service. • IT IS FURTHER ordered that the Mechanics Lien action is stayed pending the outcome of this Rule. ./<zrward Seglias, Esq. Wendy R. Bennett, Esq. Cohen, Seglias, Pallas, Greenhall & Furman, P.C. 30 South 17th Street, 19th Fl. Philadelphia, PA 17103 Attorney for Claimant S. Tupitza, Esq. Tupitza & Associates P.C. 212 West Gay Street West Chester, PA 19380 Attorney for Owner BY THE COURT, 7: LoL, Cop 'ex fitbitsci._ 9PQ-fig Salzmann Hughes, P.C. BY: Scott T. Wyland Attorney I.D. No. 52660 James D. Hughes Attorney I.D. No. 58884 E. Lee Stinnett II Attorney 1.D. No. 307128 105 N. Front Street, Suite 205 Harrisburg, PA 17101 (717) 234-6700 Attorneys for Defendant L.i_.J" ." fTii•f:: I RO I 'iu('1u !r`t SEP 19 PX12:Igt CUMBERLAND COUNTY PENNSYLVANIA Battlestone Steel, LLC, Claimant v. Carlisle Auto Industries, Inc., Owner IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA NO. 2014-3197 MLD DEFENDANT'S ANSWER TO CLAIMANT'S MOTION TO STAY MECHANICS' LIEN PROCEEDINGS AND COMPEL ARBITRATION Owner Carlisle Auto Industries, Inc., ("Carlisle Auto"), by and through its counsel, Salzmann Hughes, P.C., files this Answer to the Motion to Stay Mechanics' Lien Proceedings and Compel Arbitration, ("Motion to Stay"), filed by Claimant, Battlestone Steel, LLC ("Battlestone"). 1. Admitted, upon information and belief. 2. Admitted. 3. Admitted in part and denied in part. It is admitted only that the parties entered a contract, dated January 18, 2012. It is specifically denied that the scope of Battlestone's work thereunder was demolition of certain buildings and structures "as preparation of certain building pads and the erection and construction of improvements and redevelopment of the Property." Strict proof thereof is demanded at the time of trial. By way of further response, Battlestone's 1 work under the contract was limited to demolition and hauling away of scrap, not connected with or incidental to the construction or erection of a building or structure. 4. Denied. The Contract is a written document that speaks for itself. Paragraph 4 is specifically denied to the extent that it may be inconsistent with or an attempt to characterize the written document. 5. Admitted in part and denied in part. The averments of paragraph 5 are admitted only to the extent that they reflect that the scope of Battlestone's work was limited to demolition and sorting various recyclable materials. To the extent the averments of paragraph 5 endeavor to expand the scope of Battlestorie's work beyond demolition and scrap removal unconnected to the erection or construction of any building, the same is specifically denied. Strict proof thereof is demanded at the time of trial. 6. Denied. The Contract is a written document that speaks for itself. Paragraph 6 is specifically denied to the extent that it may be inconsistent with or an attempt to characterize the written document. 7. Denied. The Contract is a written document that speaks for itself. Paragraph 6 is specifically denied to the extent that it may be inconsistent with or an attempt to characterize the written document. 8. Admitted. 9. Admitted in part and denied in part. It is admitted only that Battlestone filed a Mechanics' Lien Claim against Carlisle Auto's ownership interest in the Property seeking a sum certain allegedly due under the Contract. It is specifically denied that the amount sought is due and owing. Strict proof thereof is demanded at the time of trial. By way of further response, the 2 Mechanics' Lien attached as Exhibit "2" to Battlestone's Motion is a written document that speaks for itself. 10. Admitted. 11. Admitted. 12. Admitted. 13. Denied. After reasonable investigation, Carlisle Auto is without knowledge or information sufficient to form a belief as to the truth of the averments of Paragraph 14 regarding Battlestone's intent to file a Demand for Arbitration. Strict proof thereof is demanded at the time of trial. 14. Denied. After reasonable investigation, Carlisle Auto is without knowledge or information sufficient to form a belief as to the truth of the averments of Paragraph 14 regarding Battlestone's intent to file a Demand for Arbitration. Strict proof thereof is demanded at the time of trial. 15. Denied. The averments of paragraph 15 are specifically denied. Strict proof thereof is demanded at the time of trial. By way of further response, it was Battlestone that initiated this matter by originally filing the Mechanics' Lien Claim, rather than through arbitration, thereby encumbering Carlisle Auto's title. Desiring to have that unsubstantiated and unlawful lien removed from its title, Carlisle Auto filed a Rule upon Battlestone to file a Complaint to substantiate its claim. 16. Denied. After reasonable investigation, Carlisle Auto is without knowledge or information sufficient to form a belief as to the truth of the aveiments of Paragraph 16 regarding Battlestone's intent in filing the instant Motion. By way of further response Carlisle Auto opposes any attempt by Battlestone to stay this matter or the related proceeding at Docket No. 14-5004. 17. Paragraph 17 contains conclusions of law to which no responsive pleading is required. 18. Paragraph 18 contains conclusions of law to which no responsive pleading is required. 19. Paragraph 19 contains conclusions of law to which no responsive pleading is required. 20. Paragraph 20 contains conclusions of law to which no responsive pleading is required. To the extent a responsive pleading is required, the same is specifically denied. Strict proof thereof is demanded at the time of trial. 21. Paragraph 21 contains conclusions of law to which no responsive pleading is required. 22. Paragraph 22 contains conclusions of law to which no responsive pleading is required. 23. Paragraph 23 contains conclusions of law to which no responsive pleading is required. 24. Paragraph 24 contains conclusions of law to which no responsive pleading is required. 25. Paragraph 25 contains conclusions of law to which no responsive pleading is required. 26. Paragraph 26 contains conclusions of law to which no responsive pleading is required. 4 27. Denied. The Contract is a written document that speaks for itself. Paragraph 4 is specifically denied to the extent that it may be inconsistent with or an attempt to characterize the written document. By way of further answer, the Contract provides for statutory arbitration using the procedures of the American Arbitration Association. (See Contract, ¶ 20(a)). 28. Paragraph 28 contains conclusions of law to which no responsive pleading is required. 29. Paragraph 29 contains conclusions of law to which no responsive pleading is required. To the extent a responsive pleading is required, the same is specifically denied. To the contrary, Battlestone performed no work that entitles it to a Mechanics' Lien Claim and, therefore, the Mechanics' Lien should be stricken at once. 30. Paragraph 30 contains conclusions of law to which no responsive pleading is required. To the extent a responsive pleading is required, the same is specifically denied. Strict proof thereof is demanded at the time of trial. By way of further answer, Carlisle Auto acknowledges that disputes under the Contract are subject to statutory arbitration, using the procedure of the American Arbitration Association; Battlestone is not entitled to a Mechanics' Lien, however, because it performed only demolition and scrap removal and did not complete its obligations under the Contract in any event. 31. Paragraph 31 contains conclusions of law to which no responsive pleading is required. To the extent a responsive pleading is required, the same is specifically denied. Strict proof thereof is demanded at the time of trial. By way of further answer, 42 Pa.C.S. § 7304(d) provides for the staying of an action "if a court order to proceed with arbitration has been made or an application for such an order has been made under this section . . . ." 42 Pa.C.S. § 7304(d) e phasis added). Under Section 7304, a court shall order the parties to proceed to arbitration 5 36. Both sets of Carlisle Auto's preliminary objections have the same purpose. Through them, Carlisle Auto asks the Court to determine that Battlestone's Mechanics' Lien Claim is invalid in the first instance because of the nature of Battlestone's work as specified by Contract. It is the initial viability of the claim that Carlisle Auto asks the Court to rule upon. 37. Because Carlisle Auto filed its preliminary objections in this proceeding pursuant to 49 P.S. § 1505, the Court "shall determine all preliminary objections." 49 P.S. § 1505. 38. Despite the fact that Carlisle Auto seeks a determination as to the validity of the lien and despite the fact that the Mechanics' Lien Law specifies that the Court shall determine all preliminary objections, Battlestone now seeks to stay this proceeding and the matter at Docket No. 14-5004 to avoid a determination that it unlawfully filed its Mechanics' Lien Claim in the first place. Battlestone is using its request for a stay as a means to "secure" its unlawfully filed lien while it further litigates the merits of the underlying controversy, i.e., whether Carlisle Auto violated the parties' Contract and the extent of any alleged damages. 39. Unlike a common law breach of contract claim, the filing of a Mechanics' Lien Claim is a statutory remedy provided for under the Mechanics' Lien Law. It is an in rem action that significantly encumbers a respondent's real property. 40. Battlestone's Mechanics' Lien Claim constitutes a significant blemish on Carlisle Auto's title. This cloud on Carlisle Auto's title interferes with its ability to exercise important and valuable rights with respect to its property (e.g., obtaining loans). 41. Carlisle Auto, therefore, is entitled to have the Mechanics' Lien stricken because it was not validly filed in the first instance. Battlestone should not be permitted to file an unlawful Mechanics' Lien and then to obtain an indefinite stay of any determination as to the 7 "on application to the court ... showing an agreement [to arbitrate]_ and a showing that an opposing party refused to arbitrate." 42 Pa.C.S. § 7304(a) (emphasis added). To date, Carlisle Auto has not received a demand to arbitrate from Battlestone. Moreover, Carlisle Auto does not oppose arbitration of claims under the Contract. Carlisle Auto does, however, oppose staying the determination of the validity of the lien pending lengthy arbitration on claims under the Contract. FURTHER RESPONSE 32. The answers of Paragraphs 1 through 31 are incorporated herein as though set forth at length. 33. Carlisle Auto opposes Battlestone's Motion to stay this proceeding (and the matter docketed at Docket No. 14-5004) because Battlestone did no work that entitles it to file a Mechanics' Lien Claim under Pennsylvania law. 34. It was Battlestone, not Carlisle Auto, that initiated this dispute by filing a Mechanics' Lien Claim for demolition and scrap removal work that was not connected or incidental to the erection or construction of a building. Such work does not entitle Battlestone to a lien under Pennsylvania's Mechanics' Lien Law. See B.N. Excavating, Inc. v. PBC Hollow A, L.P., 71 A.3d 274, 282-83 (Pa. Super 2013); Dollar Bank FSB v. EM2 Development Corp., 716 A.2d 671, 673 (Pa. Super. 1998). 35. Recognizing that Battlestone's Mechanics' Lien Claim was unlawful, Carlisle Auto filed Preliminary Objections thereto, pursuant to 49 P.S. § 1505. Carlisle Auto further filed a Praecipe for a Rule upon Battlestone to file a Complaint to substantiate its claim, resulting in the related proceeding under Docket No. 14-5004. Carlisle Auto then filed Preliminary Objections to Battlestone's Complaint in Docket No. 14-5004 because, in light of the parties' Contract, Battlestone did no work entitling it to a lien under the Mechanics' Lien Law. 6 validity of that Mechanics' Lien, while it further litigates the merits of its contract -based claims in arbitration or in a judicial proceeding. 42. Carlisle Auto is prejudiced by the delay associated with addressing any of Battlestone's claims in arbitration on the merits before the Court has the opportunity to determine whether Battlestone's Mechanics' Lien Claim complies with Pennsylvania's Mechanics' Lien Law in the first instance. It does not. 43. Respectfully, Carlisle Auto believes that the Court should deny Battlestone's Motion to stay this proceeding or the matter at Docket No. 14-5004 unless or until the Court determines that a valid lien exists. 44. While Carlisle Auto disputes that it has breached the Agreement in any way and that Battlestone is entitled to any damages against it, the matter presently before this court is the validity of the Mechanics' Lien itself, not the merits of any contract -based claim that either party to this proceeding may assert. 45. Carlisle Auto is fully prepared to litigate the merits of any breach of contract claim Battlestone may make against it in any proper forum, whether before the Court or in arbitration. It is not prepared, however, to resign itself to tolerating an indefinite cloud on its title because of an unlawfully filed Mechanics' Lien Claim. 46. Furthermore, the Court need not stay this action in order for Battlestone to pursue whatever arbitration claims it believes it has against Carlisle Auto. Battlestone is not prevented from maintaining both its in rem Mechanics' Lien Claim and a claim for breach of contract at the same time. See Matternas v. Stehman, 642 A.2d 1120, 1123-24 (Pa. Super. 1994); Wentzell v. Griggs, 3 Pa. D. & C.3d 170, 171 (Pa. Com. Pl. 1976); 49 P.S. § 1702. 8 47. Battlestone should not be permitted to .burden Carlisle Auto's title with an unlawful Mechanics' Lien and then wait until after the adjudication of its claims on the merits to address whether the Mechanics' Lien was valid. 48. In addition to moving to stay this proceeding, Battlestone also seeks to compel arbitration. Despite Battlestone's indication that it intends to file a Demand for Arbitration with the American Arbitration Association, Carlisle Auto has not received such a Demand from Battlestone. Moreover, Carlisle Auto has not opposed any request for arbitration. Accordingly, the Court should not compel arbitration until after a determination as to the validity of the lien itself and until after Battlestone has demanded arbitration with Carlisle Auto, pursuant to the terms of the Agreement, which calls for statutory arbitration. WHEREFORE, Defendant, Carlisle Auto, respectfully requests this Honorable Court to deny Plaintiff's Motion for a stay in this matter. Date: She" t' ZOP/ 9 yland y I.D. No. 52660 es D. Hughes Attorney I.D. No. 58884 E. Lee Stinnett II Attorney I.D. No. 307128 Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 (717) 249-6333 CERTIFICATE OF SERVICE I, James D. Hughes, certify that on this f q iay of September, 2014, I have served the foregoing document by depositing the same in the United States Mail, by First Class Mail, postage prepaid, addressed as follows: Tupitza & Associates, P.C. James S. Tupitza, Esquire 212 West Gay Street West Chester, PA 19380 Cohen, Seglias, Pallas, Greenhall & Furman, P.C. Edward Seglias, Esq. Wendy R. Bennett, Esq. 30 South 17th Street, 19th Floor Philadelphia, PA 19103 Bayley & Mangan Mark F. Bayley, Esq. 17 West South Street Carlisle, PA 17013 BATTLESTONE STEEL, LLC, : IN THE COURT OF COMMON PLEAS OF Claimant : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION - LAW CARLISLE AUTO • INDUSTRIES, INC., • Respondent : NO: 14-3197 MLD IN RE: CLAIMANT'S MOTION TO COMPEL ARBITRATION ORDER OF COURT AND NOW, this 2nd day of October, 2014, upon consideration of Claimant's Motion to Compel Arbitration, it is hereby ordered that the Motion is DENIED. See A. L. Wiesenberger Associates v. Jarpenn Co., 57 Pa. D. & C.2d 147 (Court of Common Pleas of Lehigh County 1972) ("By the express language of the act, it is clear that it would not be appropriate for the court at this point to make a determination as to whether or not the arbitration clause preempts this proceeding."). This order is entered without prejudice to Claimant to raise the issue before President Judge Kevin A. Hess at docket No. 14-5004 BY THE COURT, , kti, �" Christ . -e L. Peck, J. ✓James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 Attorney for Claimant rricu Scott T. Wyland, Esquire , Salzmann Hughes, P.C. 354 Alexander Spring Road may; Carlisle, PA 17015 Attorney for Respondent Cc 1es �z�� C iolap BATTLESTONE STEEL, LLC, : IN THE COURT OF COMMON PLEAS OF Claimant : CUMBERLAND COUNTY, PENNSYLVANIA v. : CIVIL ACTION - LAW CARLISLE AUTO • INDUSTRIES, INC., • Respondent : NO: 14-3197 MLD IN RE: PRELIMINARY OBJECTIONS OF RESPONDENT BEFORE EBERT and PECK, JJ. ORDER OF COURT AND NOW, this 2nd day of October, 2014, upon consideration of Respondent's Preliminary Objections, and after argument held on September 26, 2014, it is hereby ordered that Respondent's preliminary objection to Battlestone's Mechanic's Lien Claim as defective "because a mechanic's lien cannot attach to land for work unconnected to construction of a building"' is OVERRULED. Such objection is not cognizable at this docket as it does not fall within the scope of 49 P.S. § 1505 ("Any party may preliminarily object to a claim upon a showing of exemption or immunity of the property from lien, or for lack of conformity with this act.") (emphasis added); see Wiesenberger Associates v. Jarpenn Co., 57 Pa. D. & C.2d 147 (Court of Common Pleas of Lehigh County 1972) (finding that an issue going to the merits of the claim is not capable of disposition by preliminary objections). Respondent's preliminary objection at this docket is overruled without prejudice to Respondent's preliminary objections to be argued before President Judge Kevin A. Hess at docket No. 14-5004. BY THE COURT, - /4 Chri ylee L. Peck, J. 1 Preliminary Objection of Respondent to the Claim of Mechanic's Lien,¶8, filed July 11, 2014. ✓James S. Tupitza, Esquire Tupitza & Associates, P.C. 212 West Gay Street West Chester, PA 19380 Attorney for Claimant Scott T. Wyland, Esquire Salzmann Hughes, P.C. 354 Alexander Spring Road Carlisle, PA 17015 Attorney for Respondent 1.:. ses yr tLcL /0 a/iy 2