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HomeMy WebLinkAboutContract 45248WY icP AR' COMPCV W10. 4/57) tate STATE OF TEXAS COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT • This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas; AT INDUSTRIAL OWNER 4 LLC, a Delaware limited liability company ("AT4"); and ATC LOGISTICS & ELECTRONICS, INC., a Delaware corporation ("Company"). RECITALS A. On June 12, 2012, the City Council adopted Resolution No. 4096-06-2012, stating that the City elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement agreements entered into between the City and various parties, entitled "General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended (the "Code"). C. On October 2, 2012 the City Council adopted Ordinance No. 20444-10- 2012 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 84, City of Fort Worth, Texas (the "Zone"), and Ordinance No. 20445-10-2012 establishing Tax Abatement Reinvestment Zone No. 85, City of Fort Worth, Texas. D. Company leases property at 13500 Independence Parkway, which is located within the Zone and is more specifically described in Exhibit "A". attached hereto and hereby made a part of this Agreement for all purposes. This parcel is owned by AT4 (the "AT4 Parcel"). Company also leases property at 13550 Independence Parkway, which is also located within the Zone, as well as at 5201 Alliance Gateway, which is located within Tax Abatement Reinvestment Zone No. 85, and which is more specifically described in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. 'These parcels are owned by AT Industrial Owner 3 LLC, a Delaware limited liability company (the "AT3 Parcels"). E. Company provides logistics and reverse logistics services from various locations in North America, including approximately 1,000,000 square feet of industrial Page 1 -- ------ Tax Abatement Agreement between �F� RECORD City of Fort Worth; AT Industrial Owner 4 LI .nd o istics & E1e�tronic g s, Inc. CITY 5E KSTMii4 ' Ft WORTH, TX 1699614v.2 ATI100/10000 space collectively on the AT4 Parcel and the AT3 Parcels. Contingent upon receipt of the tax abatement herein, Company intends to expand and modernize these facilities and to install certain taxable business personal property on both the AT4 Parcel and the AT3 Parcels, and subsequently during the Term of this Agreement to install substantially more taxable business personal property on those Parcels, all as more specifically set forth in this Agreement. F. On July 25, 2012 Company submitted an application for tax abatement to the City concerning Company's plans for development of the AT4 Parcel and the AT3 Parcels, including construction of the Required Improvements, as defined herein, which application is attached hereto as Exhibit ` C" and hereby made a part of this Agreement for all purposes. On September 6, 2012 AT4 submitted also an application for tax abatement to the City relating to Company's plans for development of the AT4 Parcel and the AT3 Parcels, which application is attached hereto as Exhibit "D' and hereby made a part of this Agreement for all purposes. These two applications collectively are referred to herein as the "Application". G. The contemplated use of the AT4 Parcel and the AT3 Parcels and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment opportunities in the City, in accordance with the purposes for creation of the Zone, and are in compliance with the Policy, the Ordinance and other applicable laws, ordinances, rules and regulations. H. The provisions of this Agreement, and the proposed use of the AT4 Parcel and nature of the proposed Required Improvements, as defined herein, satisfy the eligibility criteria for a commercial/industrial tax abatement (business expansion) pursuant to Section 6.2 of the Policy. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction over the AT4 Parcel. L. The City, AT Industrial Owner 3 LLC, and Company have also executed a Tax Abatement Agreement contemporaneously with execution of this Agreement pursuant to which the City will abate a percentage of the City's ad valorem taxes on New Taxable Tangible Personal Property located on the AT3 Parcels in return for construction of a portion of the Required Improvements on the AT3 Parcels (the "AT3 Abatement Agreement"). NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Page 2 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Abatement means the abatement of a percentage (not to exceed seventy percent (70%) in any year of the Abatement Term or, if Company fails to meet the Phase II Personal Property Commitment, not to exceed fifty-five percent (55%) in each remaining year of the Abatement Term) of the City's ad valorem taxes on New Taxable Tangible Personal Property located on the AT4 Parcel only, calculated in accordance with this Agreement Abatement Term means the term of ten (10) consecutive years, commencing on January 1 of the second full calendar year following the year in which the Completion Date occurred and expiring on December 31 of the tenth (10th) year thereafter, in which Company will receive the Abatement in accordance with this Agreement. Application has the meaning ascribed to it in Recital F. AT3 means AT Industrial Owner 3 LLC, a Delaware limited liability company. AT3 Parcels has the meaning ascribed to it in Recital D. AT3 Abatement Agreement has the meaning ascribed to it in Recital L AT4 Parcel has the meaning ascribed to it in Recital D. Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state -designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG- eligible block groups or enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit "E". attached hereto and hereby made a part of this Agreement for all purposes. Page 3 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Central City Employment Commitment has the meaning ascribed to it in Section 4.7. Central City Employment Percentage has the meaning ascribed to it in Section 6.1.6. Central City Resident means an individual whose primary residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5. Code has the meaning ascribed to it in Recital B. Company Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Completion Date means the date as of which all occupiable space within the Required Improvements has received a temporary or permanent certificate of occupancy. Completion Deadline means December 31, 2013. Compliance Auditing Tenn means the term of ten (10) consecutive years, commencing on January 1 of the first full calendar year following the year in which the Completion Date occurred and expiring on December 31 of the tenth (1Oth) year thereafter, in which the City will verify and audit Company's compliance with the various commitments set forth in Section 4 that form the basis for calculation of the amount of each annual Abatement percentage hereunder. Construction Costs means actual site development and construction costs, including directly -related contractor fees costs of supplies and materials, engineering fees, architectural and design fees, and permit fees, and specifically excludes any property acquisition costs. Director means the director of the City's Housing and Economic Development Department. Effective Date has the meaning ascribed to it in Section 3. Event of Default means a breach of this Agreement by a party, either by act or omission, as more specifically set forth in Section 7 of this Agreement. Page 4 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATII00/10000 Fort Worth Certified M/WBE Companw means a minority or woman -owned business that has received certification as either a minority business enterprise (MBE) a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA) and that has a principal business office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.3. Fort Worth Construction Percentage has the meaning ascribed to it in Section 6.1.2. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.6. Fort Worth Employment Percentage has the meaning ascribed to it in Section 6.1.5. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.8. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 6.1.7. Full-time Job means a job provided to one (1) individual by Company on the AT4 Parcel or the AT3 Parcels for at least forty (40) hours per week. Legal Requirements means federal, state and local laws ordinances rules and regulations, including, but not limited to, all provisions of the City's charter and ordinances, as amended. M/WBE Construction Commitment has the meaning ascribed to it in Section 4.4. M/WBE Construction Percentage has the meaning ascribed to it in Section 6.1.3. Page 5 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.9. M/WBE Sunnly and Service Percentage has the meaning ascribed to it in Section 6.1.8. New Taxable Tangible Personal Property means any personal property other than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is owned or leased by Company and used by Company for the business purposes outlined in this Agreement, and (iii) was not located in the City prior to the Effective Date of this Agreement. 4.5. Ordinance has the meaning ascribed to it in Recital C. Overall Construction Percentage has the meaning ascribed to it 1n Section 6.1.1. Overall Emnlovment Commitment has the meaning ascribed to it in Section Overall Employment Percentage has the meaning ascribed to it in Section 6.1.4. Phase I Personal Property Commitment has the meaning ascribed to it in Section 4.1. Phase II Personal Property Commitment has the meaning ascribed to it in Section 4.2. Policy has the meaning ascribed to it in Recital A. Records has the meaning ascribed to it in Section 4 12. Reuuired Improvements means the expansion and modernization of the improvements on both the AT4 Parcel and the AT3 Parcels, as more specifically described in Exhibit "F" (attached hereto and hereby made •a part of this Agreement for all purposes) and having an aggregate minimum Construction Cost of One Million Dollars ($1,000,000.00), as verified in the Certificate of Completion issued by the Director in accordance with Section 5 of this Agreement. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of both the AT4 Parcel and the AT3 Parcels and any improvements thereon, excluding utility service costs. Term has the meaning ascribed to it in Section 3. Page 6 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Zone has the meaning ascribed to it in Recital C. 3. TERM. This Agreement shall take effect on the date as of which both the City and Company have executed this Agreement (the ` Effective Date") and, unless terminated earlier in accordance with its terms and conditions, shall expire simultaneously upon expiration of the Abatement Term (the "Term"). 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Phase I. In accordance with the Lease, AT4 and Company must expend or cause to be expended at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements by the Completion Date The Completion Date for the Required Improvements must occur on or before the Completion Deadline. In addition, New Taxable Tangible Personal Property having a value of at least Seven Million Dollars ($7,000,000.00) must be in place collectively on the AT4 Parcel and the AT3 Parcels by January 1 of the first full year following the year in which the Completion Date occurred, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over such Parcels at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year (the "Phase I Personal Property Commitment"). The Phase I Personal Property Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Phase I Personal Property Commitment is met. Notwithstanding anything to the contrary herein, if (i) by the Completion Date AT4 and Company have not expended or caused to be expended at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements; (ii) the Completion Date for the Required Improvements does not occur by the Completion Deadline; or (iii) the Phase I Personal Property Commitment is not met, an Event of Default shall occur, as set forth in Section 7.2 of this Agreement 4.2. Phase II. New Taxable Tangible Personal Property having a value of at least Ten Million Five Hundred Thousand Dollars ($10,500,000.00), excluding any New Taxable Tangible Personal Property that was counted for purposes of ascertaining attainment of the Phase I Personal Property Commitment, must be in place collectively on the AT4 Parcel and the AT3 Parcels as of January 1, 2017, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over the Parcels at the time and reflected in the certified appraisal roll received by the City from such appraisal district in such year (the `Phase II Page 7 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Personal Property Commitment"). The Phase II Personal Property Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Phase II Personal Property Commitment is met. Notwithstanding anything to the contrary herein, if the Phase II Personal Property Commitment is not met, an Event of Default shall not occur but the amount of Abatement granted hereunder for the 2017 tax year and in each year thereafter for the remainder of the Abatement Term shall be reduced in accordance with Section 6.2 of this Agreement. 4.3. Construction Spending Commitment for Fort Worth Companies. By the Completion Date, AT4 and Company shall have expended or caused to be expended with Fort Worth Companies the greater of (i) Three Hundred Fifty Thousand Dollars ($350,000.00) in Construction Costs for the Required Improvements or (ii) at least thirty-five percent (35%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs (the ` Fort Worth Construction Commitment"). The Fort Worth Construction Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Fort Worth Construction Commitment is met. 4.4. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Completion Date, AT4 and Company shall have expended or caused to be expended with Fort Worth Certified M/WBE Companies the greater of (i) Two Hundred Fifty Thousand Dollars ($250,000.00) in Construction Costs for the Required Improvements or (ii) at least twenty-five percent (25%) of all Construction Costs for the Required Improvements, regardless of the total amount of such Construction Costs (the "M/WBE Construction Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies for purposes of measuring the M/WBE Construction Commitment shall also be counted for purposes of measuring the Fort Worth Construction Commitment, as set forth in Section 4.3. The M/WBE Construction Commitment is an obligation of Company only and neither AT4 nor AT3 shall have any responsibility to ensure that the M/WBE Construction Commitment is met. 4.5. Annual Overall Employment Commitment. Company will be eligible to receive a percentage of Abatement, as more specifically set forth in Section 6.1.4 to the extent that Company provides and fills a minimum number of Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels, as follows (the "Overall Employment Commitment"). The Overall Employment Commitment is an obligation of Company only, and neither Page 8 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 AT4 nor AT3 shall have any responsibility to ensure that the Overall Employment Commitment is met. 4.5.1. Between January 1 following Completion Date until December 31, 2015. From January 1 of the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter until December 31, 2015, Company continuously shall provide and fill at least 1,840 Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels. 4.5.2. After December 31, 2015. From January 1, 2016 and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously shall provide and fill at least 2,079 Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels. 4.6. Annual Employment Commitment for Fort Worth Residents. Company will be eligible to receive a percentage of Abatement, as more specifically set forth in Section 6.1.5, to the extent that Company provides and fills with Fort Worth Residents a minimum number of Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels, as follows (the 'Fort Worth Employment Commitment' ). The Fort Worth Employment Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Fort Worth Employment Commitment is met. 4.6.1. Between January 1 following Completion Date until December 31, 2015. From January 1 of the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter until December 31, 2015, Company continuously shall provide and fill with Fort Worth Residents at least the greater of (i) 644 Full-time Jobs on the AT4 Parcel the and AT3 Parcels or (ii) thirty-five percent (35%) of all Full-time Jobs on the AT4 Parcel and the AT3 Parcels, regardless of the total number of such Full-time Jobs. 4.6.2. After December 31. 2015. From January 1, 2016 and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously shall provide and fill with Fort Worth Residents at least the greater of (i) 728 Full-time Jobs on the AT4 Parcel and the AT3 Parcels or (ii) thirty-five percent Page 9 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 (35%) of all Full-time Jobs on the AT4 Parcel and the AT3 Parcels, regardless of the total number of such Full-time Jobs. 4.6.3. Counts Toward Overall Employment Commitment. Full-time Jobs held by Fort Worth Residents shall also count as Full-time Jobs for purposes of measuring the Overall Employment Commitment outlined in Section 4.5. 4.7. Annual Employment Commitment for Central City Residents. Company will be eligible to receive a percentage of Abatement, as more specifically set forth in Section 6.1.6, to the extent that Company provides and fills with Central City Residents a minimum number of Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels, as follows (the "Central City Employment Commitment' ). The Central City Employment Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Central City Employment Commitment is met. 4.7.1. Between January 1 following Completion Date until December 31, 2015. From January 1 of the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter until December 31, 2015, Company continuously shall provide and fill with Central City Residents at least the greater of (i) 552 Full-time Jobs on the AT4 Parcel and the AT3 Parcels or (ii) thirty percent (30%) of all Full- time Jobs on the AT4 Parcel and the AT3 Parcels, regardless of the total number of such Full-time Jobs. 4.7.2. After December 31, 2015. From January 1, 2016 and in each year thereafter for the remainder of the Compliance Auditing Term, Company continuously shall provide and fill with Central City Residents at least the greater of (i) 624 Full-time Jobs on the AT4 Parcel and the AT3 Parcels or (ii) thirty percent (30%) of all Full-time Jobs on the AT4 Parcel and the AT3 Parcels, regardless of the total number of such Full-time Jobs. 4.7.3. Counts Toward Overall and Fort Worth Employment Commitments. Full-time Jobs held by Central City Residents shall also count as Full-time Jobs for purposes of measuring the Overall Employment Page 10 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Commitment outlined in Section 4.5 and the Fort Worth Employment Commitment outlined in Section 4 6 4.8. Annual SuDD1v and Service Spending Commitment for Fort Worth Companies. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter during the Compliance Auditing Term, Company hereby commits to expend with Fort Worth Companies at least Five Hundred Thousand Dollars ($500,000.00) in Supply and Service Expenditures (the ` Fort Worth Supply and Service Spending Commitment") The Fort Worth Supply and Service Spending Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the Fort Worth Supply and Service Spending Commitment is met 4.9. Annual Supply and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in the first full calendar year following the year in which the Completion Date occurs, and in each year thereafter during the Compliance Auditing Term, Company hereby commits to expend with Fort Worth Certified M/WBE Companies at least Four Hundred Thousand Dollars ($400,000.00) in Supply and Service Expenditures (the "M/WBE Supply and Service Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies for purposes of measuring the M/WBE Supply and Service Spending Commitment shall also be counted for purposes of measuring the Fort Worth Supply and Service Spending Commitment, as set forth in Section 4 8. The M/WBE Supply and Service Spending Commitment is an obligation of Company only, and neither AT4 nor AT3 shall have any responsibility to ensure that the M/WBE Supply and Service Spending Commitment is met. 4.10. Reports and Filings. 4.10.1. Construction Spending Reports. 4.10.1.1. Quarterly Reports. From the Effective Date until the Completion Date, Company will provide the Director with a quarterly report in a form reasonably acceptable to the City that specifically outlines the then -current aggregate Construction Costs expended by and on behalf of Company for the Required Improvements, together with the then -current aggregate Construction Costs for the Required Improvements expended by and on behalf of Company with Fort Worth Companies and with Fort Worth Certified M/WBE Page 11 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Companies. Company agrees to meet with the City's M/WBE Office as reasonably necessary for assistance in meeting or exceeding M/WBE Construction Commitment and to address any related concerns that the City may have. 4.10.1.2. Final Construction Reports. Within sixty (60) calendar days following the Completion Date, in order for the City to assess whether Company expended or caused to be expended at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements, and the extent to which Company met the Fort Worth Construction Commitment and the M/WBE Construction Commitment Company will provide the Director with a report in a form reasonably acceptable to the City that specifically outlines (i) the total Construction Costs expended by and on behalf of Company for the Required Improvements, (ii) the total Construction Costs expended with Fort Worth Companies by and on behalf of Company for the Required Improvements, and (iii) the total Construction Costs expended with Fort Worth Certified M/WBE Companies by and on behalf of Company for the Required Improvements, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Company, including without limitation, final lien waivers signed by Company's general contractor. 4.10.2. Annual Employment Report. On or before February 1 of the second full calendar year following the year in which the Completion Date occurs, and of each year thereafter for the remainder of the Compliance Auditing Term, in order for the City to assess the degree to which Company met in the previous year the Overall Employment Commitment, the Fort Worth Employment Commitment and the Central City Employment Commitment, Company shall provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals, the total number of Fort Worth Residents, and the total number of Central City Residents who held Full-time Jobs on the AT4 Parcel and the AT3 Parcels, each as of December 1 (or such other date requested by Company and reasonably acceptable to the City) of the previous calendar year, together with reasonable supporting documentation. 4.10.3. Annual Supply and Service Spendine Report. Page 12 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 On or before February 1 of the second full calendar year following the year in which the Completion Date occurs, and of each year thereafter for the remainder of the Compliance Auditing Term, in order for the City to assess the degree to which Company met the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment in the previous calendar year, Company shall provide the City with a report in a form reasonably acceptable to the City that sets forth the aggregate Supply and Service Expenditures made during such year with Fort Worth Companies and Fort Worth Certified M/WBE Companies, together with reasonable supporting documentation. 4.10.4. General. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. 4.11. Inspections. At any time during Company's normal business hours throughout the Term and following reasonable notice to Company and AT3 and AT4, as applicable the City shall have the right to inspect and evaluate the AT4 Parcel and the AT3 Parcels, and any improvements thereon, and Company will provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Company will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation. 4.12. Audits. The City will have the right throughout the Term to audit the financial and business records of Company that relate to the Required Improvements and the AT4 Parcel and the AT3 Parcels and any other documents of the Company necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices (collectively ' Records"). Company shall make all Records available to the City on the AT4 Parcel, the AT3 Parcels or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 4.13. Use of AT4 Parcel. Page 13 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. I699614v.2 ATI100/10000 The AT4 Parcel and any improvements thereon, including but not limited to, the Required Improvements, must be used at all times during the Term of this Agreement for Company's lawful business operations, as set forth in this Agreement, and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 4.14. Abatement Application Fee. Payment of the Application fee referenced in Section 4.14 of the AT3 Abatement Agreement satisfies Section 10.2 of the Policy for purposes of this Agreement. 5. CERTIFICATE OF COMPLETION. Within ninety (90) calendar days following receipt by the City of the final construction spending report for the Required Improvements submitted in accordance with Section 4.10.1.2 and assessment by the City of the information contained therein pursuant to Sections 4.11 and 4.12, if the City is able to verify that AT4 and Company expended or caused to be expended at least One Million Dollars ($1,000,000 00) in Construction Costs for the Required Improvements by the Completion Date and that the Completion Date occurred on or before Completion Deadline the Director will issue AT4 and Company a certificate stating the aggregate amount of Construction Costs expended for the Required Improvements and the amount of such Construction Costs expended specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies (the "Certificate of Completion") The Certificate of Completion will serve as the basis for determining the extent to which the Fort Worth Construction Commitment and the M/WBE Construction Commitment were met. 6. TAX ABATEMENT. 6.1. Phase I. Subject to the terms and conditions of this Agreement provided that (i) AT4 and Company expended or caused to be expended at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements by the Completion Date, as confirmed in the Certificate of Completion issued by the Director in accordance with Section 5; (ii) the Completion Date occurred on or before the Completion Deadline as confirmed in the Certificate of Completion issued for by the Director in accordance with Section 5; and (iii) New Taxable Tangible Personal Property having a value of at least Seven Million Dollars ($7,000 000.00) was in place in the aggregate on the AT4 Parcel and the AT3 Parcels by January 1 of the year following the year in which the Completion Date occurred, as determined solely by the appraisal district having jurisdiction over Page 14 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 such Parcels at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, Company will be entitled to receive an Abatement in the first year of the Abatement Term and in each year thereafter for the remainder of the Abatement Term. The amount of each Abatement that Company is entitled to receive during such years will be a percentage of the City's ad valorem taxes on New Taxable Tangible Personal Property located on the AT4 Parcel only, which percentage shall equal the sum of the Overall Construction Percentage, the Fort Worth Construction Percentage, the M/WBE Construction Percentage the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Percentage and the M/WBE Supply and Service Percentage, as defined in Sections 6.1.1 through 6.1.8 (not to exceed seventy percent (70%) and, if the Phase II Personal Property Commitment is not met, subject to further reduction in the 2016 tax year and each year thereafter for the remainder of the Abatement Term, as set forth in Section 6.2), as follows: 6.1.1. Completion of Required Improvements (15%). Company shall be entitled to receive a percentage of the Abatement equal to fifteen percent (15%) (the "Overall Construction Percentage") on account of all requirements having been met in accordance with Section 4 1 for completion of the Required Improvements and on account of the Phase I Personal Property Commitment having been met. 6.1.2. Fort Worth Construction Cost Spending (Up to 5°A)). A percentage of the Abatement will be based on the extent to which the Fort Worth Construction Commitment, as outlined in Section 4.3, was met (the "Fort Worth Construction Percentage"). The Fort Worth Construction Percentage shall equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Companies by the number of dollars comprising the Fort Worth Construction Commitment, as determined in accordance with Section 4 3 For example, if the Fort Worth Construction Commitment is $350,000 00 and only $245,000.00 in Construction Costs were expended with Fort Worth Companies by the Completion Date, the Fort Worth Construction Percentage would be 3.5% instead of 5% (or .05 x [$350,000/$245,000], or .05 x .70, or .35). If the Fort Worth Construction Commitment was met or exceeded, the Fort Worth Construction Percentage will be five percent (5%). 6.1.3. Fort Worth M/WBE Construction Cost Spending (Up to 5%). Page 15 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 A percentage of the Abatement will be based on the extent to which the M/WBE Construction Commitment, as outlined in Section 4.4 was met (the `M/WBE Construction Percentage"). The M/WBE Construction Percentage shall equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended for the Required Improvements by the Completion Date with Fort Worth Certified M/WBE Companies by the number of dollars comprising the M/WBE Construction Commitment, as determined in accordance with Section 4.4. If the M/WBE Construction Commitment was met or exceeded, the M/WBE Construction Percentage will be five percent (5%). 6.1.4. Overall Employment (UP to 15%). A percentage of the Abatement will be based on the extent to which the Overall Employment Commitment was met in a given year, as outlined in Section 4.5, (the "Overall Employment Percentage"). The Overall Employment Percentage for a given year shall equal the product of fifteen percent (15%) multiplied by the percentage by which the Overall Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided collectively on the AT4 Parcel and the AT3 Parcels in the previous year by the number of Full-time Jobs constituting the Overall Employment Commitment in such previous year, as set forth in Section 4.5. For example, the Overall Employment Commitment for the first full calendar year following the Completion Date will be 1,840 Full-time Jobs. If in that year only 1,380 Full-time Jobs were provided collectively on the AT4 Parcel and the AT3 Parcels, the Overall Employment Percentage for the following year would be 11.25% instead of 15% (or .15 x [1,380/1,840]), or .15 x .75, or .1125. If the Overall Employment Commitment is met or exceeded in a given year, the Overall Employment Percentage for the following year will be fifteen percent (15%). 6.1.5. Fort Worth Emnlovment (Up to 10%). A percentage of the Abatement will be based on the extent to which the Fort Worth Employment Commitment was met in a given year, as outlined in Section 4 6 (the "Fort Worth Employment Percentage"). The Fort Worth Employment Percentage for a given year shall equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the AT4 Parcel and the AT3 Parcels to Fort Worth Page 16 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Residents in the previous year by the number of Full-time Jobs constituting the Fort Worth Employment Commitment in that year, as set forth in Section 4.6. For example, if Company provides and fills 2,000 Full-time Jobs collectively on the AT4 Parcel and the AT3 Parcels in the first full calendar year following the Completion Date the Fort Worth Employment Commitment for that year will be 700 Full-time Jobs (35% of 2,000 Full-time Jobs). If in that year only 595 Full-time Jobs on the AT4 Parcel and the AT3 Parcels were provided to Fort Worth Residents, the Fort Worth Employment Percentage for the following year would be 8.5% instead of 10% (or .10 x [595/700]), or .10 x 85, or .085. If the Fort Worth Employment Commitment is met or exceeded in a given year, the Fort Worth Employment Percentage for the following year will be ten percent (10%). 6.1.6. Central City Employment (Up to 10%1. A percentage of the Abatement will be based on the extent to which the Central City Employment Commitment was met in a given year, as outlined in Section 4.7 (the "Fort Worth Employment Percentage"). The Central City Employment Percentage for a given year shall equal the product of ten percent (10%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the AT4 Parcel and the AT3 Parcels to Central City Residents in the previous year by the number of Full-time Jobs constituting the Central City Employment Commitment in that year, as set forth in Section 4.7. If the Central City Employment Commitment is met or exceeded in a given year, the Central City Employment Percentage for the following year will be ten percent (10%). 6.1.7. Fort Worth Supply and Service Spending (Up to 5%). A percentage of the Abatement will be based on the extent to which the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4.8, was met (the "Fort Worth Supply and Service Percentage"). The Fort Worth Supply and Service Percentage for a given year shall equal the product of five percent (5%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Companies by the Fort Worth Supply and Service Spending Commitment for that year. For example, the Fort Worth Supply and Service Spending Commitment for each year is $500,000.00. If only $400,000.00 in Supply and Service Expenditures were made with Fort Worth Companies in a previous calendar year, the Page 17 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc 1699614v.2 ATI100/10000 Fort Worth Supply and Service Percentage for the following year would be 4% instead of 5% (or .05 x [$400,000/$500,000], or .05 x .80, or .04). If the Fort Worth Supply and Spending Commitment is met or exceeded in any given year, the Fort Worth Supply and Service Percentage for the following year will be five percent (5%). 6.1.8. Fort Worth M/WBE Supply and Service Spending (UP to 5%1. A percentage of the Abatement will be based on the extent to which the M/WBE Supply and Service Spending Commitment, as outlined in Section 4.9, was met (the "M/WBE Supply and Service Percentage"). The M/WBE Supply and Service Percentage for a given year shall equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met in the previous year which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Certified M/WBE Companies by the M/WBE Supply and Service Spending Commitment for that year. If the M/WBE Supply and Spending Commitment is met or exceeded in any given year, the M/WBE Supply and Service Percentage for the following year will be five percent (5%). 6.2. Reduction of Future Abatements for Failure to Meet Phase II Personal Property Commitment. Notwithstanding anything to the contrary herein, if the Phase II Personal Property Commitment is not met, the percentage of Abatement for the 2016 tax year and each year thereafter for the remainder of the Abatement Term shall be calculated in accordance with Section 6.1 and then reduced by fifteen (15) percentage points, meaning that the maximum Abatement in any such years will be fifty-five percent (55%) instead of seventy percent (70%). For example, if the Phase II Personal Property Commitment is not met and the Abatement percentage applicable for the 2016 tax year, calculated in accordance with Section 6.1, is, by way of example only, sixty-five percent (65%), such percentage shall then be reduced by fifteen (15) percentage points, so that the percentage of Abatement available for that year is actually only fifty percent (50%). 6.3. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment For example, if Company failed to meet the M/WBE Construction Commitment by $5,000.00, but exceeded the Fort Worth Construction Commitment by $5,000.00, the percentage of Abatement available hereunder would still be reduced in accordance with Section 6.1.3 on account of the failure to meet the M/WBE Construction Commitment. Page 18 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 6.4. Abatement Limitations. In accordance with Section 11.5 of the Policy and notwithstanding anything to the contrary herein, Company's aggregate Abatement under this Agreement and the AT3 Abatement Agreement in any given year of the Abatement Term cannot be based on the value of New Taxable Tangible Personal Property located collectively on the AT4 Parcel and the AT3 Parcels in excess of Twenty -Six Million Two Hundred Fifty Thousand Dollars ($26,250,000.00) over the aggregate value of such New Taxable Tangible Personal Property as of January 1, 2012. In other words, in any year in which the taxable value of New Taxable Tangible Personal Property located collectively on the AT4 Parcel and the AT3 Parcels exceeds (i) the aggregate value of New Taxable Tangible Personal Property located collectively on the AT4 Parcel and the AT3 Parcels as of January 1, 2012 plus (ii) $26,250,000.00 Company's collective Abatement for that tax year under both this Agreement and the AT3 Abatement Agreement shall be capped and calculated, in an equitable manner agreed to by both the City and Company, as if the increase in the value of such New Taxable Tangible Personal Property since January 1, 2012 had only been $26,250,000.00. For example, and as an example only, if in a given year of the Abatement Term the value of New Taxable Tangible Personal Property located collectively on the AT4 Parcel and the AT3 Parcels is $30,000,000 00 over its value as of January 1, 2012, Company would receive a maximum aggregate Abatement under both this Agreement and the AT3 Abatement Agreement of seventy percent (70%) (or if the Phase II Personal Property Commitment is not met of fifty-five percent (55%)) of $26,250,000 00 in valuation for that year and would pay full taxes on the $3,750,000.00 difference over the cap, as applied to both Agreements pursuant to an equitable calculation agreed to by both the City and Company. 7. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 7.1. Failure to Meet Construction Cost Spending, Employment, Supply and Service Spending Commitments or Phase II Personal Property Commitment. If the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment are not met in any year in which such Commitments apply, or if the Phase II Personal Property Commitment is not met, such event shall not constitute an Event of Default hereunder or provide the City with the right to terminate this Agreement, but, rather, shall only cause the Page 19 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 16996141/.2 ATI100/10000 percentage or amount of Abatement available to Company pursuant to this Agreement to be reduced in accordance with this Agreement. 7.2. Failure to Complete Phase I. • Notwithstanding anything to the contrary herein, if (i) AT4 and Company failed to expend or cause to be expended at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements by the Completion Date (ii) the Completion Date did not occur on or before the Completion Deadline; or (iii) New Taxable Tangible Personal Property having a value of at least Seven Million Dollars ($7,000,000.00) was not in place collectively on the AT4 Parcel and the AT3 Parcels by January 1 of the first full year following the year in which the Completion Date occurred, as determined solely by Tarrant Appraisal District or the appraisal district having jurisdiction over those Parcels at that time and reflected in the certified appraisal roll received by the City from such appraisal district in such year, an Event of Default shall occur and the City shall have the right to terminate this Agreement, effective immediately, by providing written notice to Company and AT3 or AT4, as applicable, without further obligation to Company hereunder. 7.3. Termination of AT3 Abatement Agreement. This Agreement shall terminate automatically upon the effectiveness of any lawful termination of the AT3 Abatement Agreement. 7.4. Knowing Employment of Undocumented Workers. Company acknowledges that effective September 1, 2007, the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(1) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens): • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (subject to any appellate rights that may lawfully be available to and exercised by Company) and Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per Page 20 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 • annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received; or if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Abatement received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum based on the amount of Abatement received in each previous year as of December 31 of the tax year for which the Abatement was received For the purposes of this Section 7.4, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Abatement This rate of interest can be applied each year, but will only apply to the aggregate amount of Abatement and is not applied to interest calculated For example, if the aggregate amount of Abatement is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10 000 + [5 x ($10,000 x 0.04)), which is $12,000. This Section 7.4 does not apply to convictions of any subsidiary or affiliate entity of Company, by any franchisees of Company, or by a person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 7 4 does not apply to either AT3 or AT4 and shall survive the expiration or termination of this Agreement. 7.5. Failure to Pav Taxes; Non -Compliance with Legal Reauirements; General Breach. An Event of Default shall occur if any ad valorem taxes owed to the City by Company or a Company Affiliate become delinquent and Company or the Company Affiliate, as the case may be, does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem taxes, or Company or a Company Affiliate is in violation of any material Legal Requirement due to any act or omission connected with Company's or a Company Affiliate's operations on the AT4 Parcel. In addition to Sections 7.2 7.3 and 7.4, an Event of Default under this Agreement shall occur if either party breaches any term or condition of this Agreement, in which case the non -defaulting party shall provide the defaulting party with written notice specifying the nature of the Default. Subject to Sections 7.2, 7.3 and 7.4 in the event that any Default hereunder remains uncured after thirty (30) calendar days following receipt of such written notice (or, if the defaulting party has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in Page 21 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 good faith), the non -defaulting party shall have the right to terminate this Agreement, effective immediately by providing written notice to the defaulting party. 7.6. Liquidated Damages. Company acknowledges and agrees that termination of this Agreement due to an Event of Default by Company will (i) harm the City's economic development and redevelopment efforts on the AT4 Parcel and in the vicinity of the AT4 Parcel; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) be detrimental to the City's general economic development programs, both in the eyes of the general public and by other business entities and corporate relocation professionals, and Company agrees that the exact amounts of actual damages sustained by the City therefrom will be difficult or impossible to ascertain. Therefore, upon termination of this Agreement for any Event of Default, and as authorized by Section 3 12.205(b)(6) of the Code, Company shall pay the City, as liquidated damages, all taxes that were abated in accordance with this Agreement for each year in which an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Company agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 7.6 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Company's business personal property tax appraisal by the appraisal district that has jurisdiction over the AT4 Parcel and the AT3 Parcels and over any taxable tangible personal property located thereon. Otherwise, this amount shall be due, owing and paid by Company to the City within sixty (60) days following the effective date of termination of this Agreement In the event that all or any portion of this amount is not paid to the City within sixty (60) days following the effective date of termination of this Agreement, Company shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest (currently, Section 33.01 of the Code). 8. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company shall have the exclusive right to control all details and day-to-day operations relative to the AT4 Parcel and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company, its officers, agents, servants, employees, contractors, Page 22 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATII00/10000 subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company. 9. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AT3 OR AT4, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, AT3 AND AT4 AND THEIR RESPECTIVE OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMA GE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (11) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS; THE AT4 PARCEL AND THE AT3 PARCELS AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OTHERWISE. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. 10. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: City: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: the City Attorney and Housing/Economic Development Dept. Director at the same address Company: ATC Logisti & Electronics, Inc. Attn: :. ;rn J eic I 4111 ,Lnct aG ° L 2N PLA.,J&-+k x eillil I17, Page 23 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. tewcrit4 r OFFICIAL RECORD ; CITY SECRETARY FT. WORTH, TX 1699614v.2 ATI100/10000 AT3 OR AT4: AT Industrial Owner 3 LLC AT Industrial Owner 4 LLC c/o Hillwood Alliance Services, LLC 13600 Heritage Parkway, Suite 200 Fort Worth TX 76177 Attention: Property Manager with copies to: AT Industrial Owner 3 LLC AT Industrial Owner 4 LLC c/o JPMorgan Asset Management, LLC Global Real Assets NY1-K150 270 Park Avenue, 7th Floor New York, NY 10017 Attention: Dan Mmkoff 12. EFFECT OF SALE OF AT4 PARCEL AND/OR REOUIRED IMPROVEMENTS; ASSIGNMENT AND SUCCESSORS. AT4 may assign this Agreement without the consent of the City Council, provided that AT4 shall give written notice to the City of the name and contact information for AT4's assignee or successor in interest. Company may assign this Agreement and all or any of the benefits provided hereunder to a Company Affiliate that leases that AT4 Parcel and owns or leases any New Taxable Tangible Personal Property only if (i) prior to or contemporaneously with the effectiveness of such assignment, Company provides the City with written notice of such assignment, which notice shall include the name of the Company Affiliate and a contact name, address and telephone number for the Company Affiliate, and (ii) the Company Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement Otherwise Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the proposed assignee or successor leases or agrees to lease the AT4 Parcel and owns or leases any New Taxable Tangible Personal Property (ii) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any Page 24 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 attempted assignment without the City Council's prior consent shall constitute an Event of Default under this Agreement. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. 13. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable Legal Requirements. 14. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 15. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 17. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 18. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City, Company, and AT3 and AT4 and its successors and assigns, and any lawful assign Page 25 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 19. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. 20. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement 21. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City, AT4 and Company as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by all parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 22. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 23. BONDHOLDER RIGHTS. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 24. CONFLICTS OF INTEREST. Page 26 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 Neither the AT4 Parcel nor any improvements thereon are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone 25. OBLIGATIONS AND COMMITMENTS. With respect to all references in this Agreement to AT4 or AT3 and Company expending or causing to be expended certain funds, such obligation shall be satisfied by either Company and/or AT4 or AT3, as applicable, expending or causing to be expended such funds, in the aggregate (e.g., for purposes of Section 4 1, either AT4 or Company must expend or cause to be expended, in the aggregate at least One Million Dollars ($1,000,000.00) in Construction Costs for the Required Improvements). Additionally, with respect to all references in this Agreement to employment commitments on the AT4 Parcel and AT3 Parcels, such obligation shall be satisfied by the Company satisfying such commitments as to either the AT4 Parcel or AT3 Parcels or any combination of the foregoing (e.g., for purposes of Section 4.6.1, the Company shall have satisfied the Fort Worth Employment Commitment by providing 644 Full-time Jobs on any combination of the AT4 Parcel and AT3 Parcels). 26. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken by any party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, governmental laws regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party. 27. NO LIABILITY. AT3 and AT4 are consenting to the provisions of this Agreement as an accommodation to, and at the request of, the Company. Accordingly notwithstanding anything to the contrary contained herein, in no event shall AT3 or AT4 be responsible for any damages, clawbacks, penalties, interest or increase In ad valorem taxes as a result of any default under this Agreement. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES] Page 27 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc 1699614v.2 ATI100/10000 CITY OF FORT WORTH: By: L.� �aZl'1A4•44 Fernando Costa Assistant City Manager Date: /Z/28V2 APPROVED AS TO FORM AND LEGALITY: By: ZeaS,C) � Peter Vaky Deputy City Attorney M&C: C-25913 10-09-12 STATE OF TEXAS COUNTY OF TARRANT § 9 rpktui • Kayser, City Smco,,a-u.suarci fe117,44 000000 62,->si %cj)kc, 0 id 4,4 ctietzsmi:onw BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the CITY OF FORT WORTH, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in the capacity therein stated. � GIVEN UNDER MY HAND AND SEAL OF OFFICE this J(day of /,t��D/,Yj,Az r , 2012. //frente a-,t-142-2 N�t'ary Public in and for State of Texas dg4/4 L,aeltfite: .45 Notary's Printed Name Page 28 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. OFFICIAL RECORD 1699614v.2 ATI100/10000 AT INDUSTRIAL OWNER 4 LLC, a Delaware limited liability company By: AT Industrial Owner Acquisition LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A., its sole member By:JPMorgan Chase Bank, N.A., not individually, but solely in its capacity as trustee By: hi-N• /14/ Name: ogith€4. /44/SFr Title: wa, Pt'to,Jent Date: / 10/27 l/ L STATE OF i'JU COUNTY of u v1Lb n \ BEFORE ME, the undersigned authority, on this day personally appeared ar4 M Mt- Aiakeff Ms, () &put of AT INDUSTRIAL OWNER 4 LLC, a Delaware limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of AT INDUSTRIAL OWNER 4 LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this a—rth bec.,e. day of M,\o eThr , 2012. P. ucia)p Notary Public ir��c�f�r MINKOFF the State o EpFNEWJERSEY My Commission Expires 9116/2016 Notary's Printed Name Page 29 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. (i(i_ (_')(i>> a 1699614v.2 ATI100/10000 ATC LOGISTICS & ELECTRONICS, INC., a Delaware corporation: By: mkt Title: Vv- hnaitct Date: I Z . Z- , 12 --- STATE OFISMsekii § COUNTY O&M-N'� . BE ORE ,the unde s' e uthority, on this day personally appeared � Kl\k nn I � '�1 � Y pp Y1 a M_f 1 _ of ATC LOGISTICS & ELECTRO ICS, INC., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of ATC LOGISTICS & ELECTRONICS, INC. (WEN UNDER M HAND AND SEAL OF OFFICE this day of ,0 Q✓ ►' ' t,'LK ka- , 2012. Notary Publ. d for the State of t e e Notary's P .nted Name lainissel . -•., -de , • ! i1144 ■E1 1 r tit • P�i'' HOLLY JEAN STOVER ,14.-' = Notary Public, State of Texas y;;�,• •,�= My Commission Expires '��;;;;; 0June 09, 2014 lAta_ .■ ,.6. r . % r I go. M..J Al II ■ +, mat OFFICIAL RECORD CITY SECRETARY F7. WORTH, Tn Page 30 Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC; and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 EXHIBITS "A" — Description and Map Depicting the AT4 Parcel "B" — Description and Map Depicting the AT3 Parcels "C" — Company's Tax Abatement Application "D" — AT4's and AT3's Tax Abatement Application "E" — Map of Central City "F" — Required Improvements Tax Abatement Agreement between City of Fort Worth; AT Industrial Owner 4 LLC, and ATC Logistics & Electronics, Inc. 1699614v.2 ATI100/10000 EXHIBIT "A" BOUNDARY DESCRIPTION OF THE ZONE (13500 Independence Parkway) BEING, a tract of land situated in the F. Cuella Survey, Abstract No. 267, Tarrant County, Texas, and being a portion of that Tract 9 as described by deed to Hillwood/Freeway, Ltd. and recorded in Volume 9381, Page 66, County Records, Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows: CONNECTING at a 5/8 inch iron rod with cap stamped "Carter & Burgess" found at the southwest corner of that tract of land as described by deed to Alliance Gateway No. 5, Ltd and recorded in Volume 12314, Page 634, said County Records; THENCE S 00°08'21 "E, 50.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the POINT OF BEGINNING; THENCE N 89°51'39"E, 1245.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set; THENCE S 00°08'21"E, 541.99 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set' THENCE S 22°22'27"W, 341.29 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the beginning of a non -tangent curve to the left; THENCE 465.80 feet along the arc of the said non -tangent curve to the left through a central angle of 23°00'26", a radius of 1160.00 feet and a long chord of N 78°38'08' W, 462.68 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set; THENCE S 89°51'39"W, 225.34 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the beginning of a curve to the right; THENCE 121.33 feet along the arc of said curve to the right through a central angle of 07°O1' 18", a radius of 990.00 feet and a long chord of N 86°37'42"W 121.25 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the beginning of a reverse curve to the left; THENCE 74.76 feet along the arc of said reverse curve to the left through a central angle of 07°O1' 18", a radius of 610.00 feet and a long chord of N 86°37'42"W, 74.71 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set; THENCE S 89°51'39"W, 150.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the beginning of a curve to the right; THENCE 141 37 feet along the arc of said curve to the right through a central angle of 90°0'0' , a radius of 90.00 feet and a long chord of N 45°08'21"W, 127.28 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set; THENCE N 00°08'21"W, 663.00 feet to the POINT OF BEGINNING and containing 21.853 acres of land, more or less, to be known as: LOT 2, BLOCK 1, ALLIANCE GATEWAY SOUTH ADDITION STATE OF TEXAS COURTT OF TARRANT 1 bI 7/28383 AP-93b�[W SNOW all men by these presents that Hillwood/Freeway, Ltd. is the owner of the following described property to wit: BEING a tract of land situated in the F. Cuella Survey, Abstract No. 267, Tarrant County, Texas and being a portion of that Tract 9 as described by deed to Hillwood/Freeway, Ltd. and recorded in Volume 9381, Page 66, County Records, Tarrant County, Texas said tract being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod with cap stamped 'Carter & Burgess" found at the southwest corner of that tract of land as described by deed to Alliance Gateway No. 5, Ltd. and recorded in Volume 12314, Page 634, said CountyRecords; THENCE S 00'06'21'E, 50.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" set, the POINT OF BEGINNING; THENCE N 89'51'39"E, 1245.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess' set; THENCE S 00'08'21"E, 541.99 feet to a 5/8 inch iron rod with cap stamped 'Carter & Burgess• set; TIERCE S 22'22'27"W, 341.29 feet to a 5/8 inch iron rod with cap stamped 'Carter & Burgess" set, the beginning of a non -tangent curve to the left; THENCE 465.80 feet along the arc of said non -tangent curve to the left through a central angle of 23'00'26", a radius of 1160.00 feet and a long chord of N 78'38'08"W, 462.68 feet to a 5/8 inch iron rod with cap stamped 'Carter & Burgess" set; THENCE S 89'51.39'W, 225.34 feet to a 5/8 inch iron rod with cap stamped 'Carter & Burgess" set, the beginning of a curve to the right; THENCE 121.33 feet along the arc of said curve to the right through a central angle of 07'01'18", a radius of 990.00 feet and a long chord of N 86'3Y.'42"Wr: 121.25 feet to a 5/8 inch iron rod with cap stamped 'Carter & Burgess', sq*, the beginning of a reverse curve to the left; - THENCE 74.76 feet along the arc of said reverse curve to the lef 'tbrdvgh a central angle of 07'Ol'18", a radius of 610.00 febt•,and ante chord': of''•, N 86'37'42"W, 74.71 feet to a 5/8 inch iron rod-'a*t_h_.cap 4amped'"Cartei.6 Burgess" set; THENCE S 89'51'39"W, 150.00 feet to as/8:inch irons;rpd, m;th cap'stamped 'Carter & Burgess" sat, the beginning of'a cu-Xva;xo tha`right; THENCE 141.37 feet along the arc of said 'curve tp thb. right through a central angle of 90'00'00', a radius of 90.00•'feett-and a-long-,choid oft 45.08'21"W, 127:28 feet to a 5/8 inch iron rod:with cap'sth pee'{Caitejr& Burgess" set; e T'BENCE N 00'08'21'W, 663.00.feet_to the,,POINX OF BERXHNZNG and containing 21.853 acres of land„ Lore or Iris, to bp'•tnovn as: ' • LOT'1, R7I0C6.I, ALLtA1CL'E4ATEWAY SOUTH ADDITION An additiomto the City of Furt'yoi, Tarrant County, Texas and do hereby dedicate- to Oe publie'use-.foregef the easements and rights -of -way as shown hereon, except those 4ase,kenti-and rights -of -way created or dedicated by separate instrument 'as shot i.•'herein. Any public utility, including the City of Fort Worth, shall'tave the right to move and keep moved all or part of any building, fences, trees,-ahrubs_;•other growths or improvements which in any way endanger or interfere with Go construction, maintenance or efficiency of its respective systems, on any of the easements shown on this plat, subject to the provisions of any separate instruments creating such easements or rights -of -way, and any public utility, including the City of Fort Worth, shall have the right at all ChB Job No. 961150-044 Nay 30, 1996 Page 1 of 2 File Name 15OVOI1"A.IC pw97ua8383 if elaT if el rinse of ingress and egress to and from and upon said easements, from public streets for the purpose of construction, reconstruction, inspection, patrolling. maintaining and adding to or removing from all or part of its respective systems without the necessity at any tine of procuring the permission of anyone, subject to the provisions of the separate dedication instruments refereecad in this plat, Executed this the qM day of V U - A.D.. 19.96. Hillwood/Freeway, Ltd., a Limited Yertneratitp '.- By: Hillwood Property Company, GCneralcPan;tner. -. • Ratter;on'; Pregtis1k - STATE OF TEXAS COUNTY OF DALIAS Before me, the undersigned autbnriiy, = noderi public in and for the State of Texas, on this day' pepaopally 'wppeaied..Ri4'bard G. Patterson, President of Hillwood Property Company, Genprel; Partner of Hillwood/Freeway, Ltd., known to are to be the -person anti ofacet Whose name is subscribed to the foregoing .-instrument and ackn'en+iedged..tb mefthat he has executed the same for the purposes and'•consi$eratihn th6Fbin expressed and in the capacity therein stated. t.'Given, undbc zry hand and seal of office this the CUL • [IYBERLU t POMO NOTARY PUBLIC State of Texas Comm. Exp. 07.1499 C&B Job No. 961150-044 File Name 150VO1PA.LC Notary Public • for the State of Texas my commission expires: Nay 30, 1996 Page 2 of 2 ' 1 ry,Y„17;YY. a '0 n t P V1 O .A f 5 :s:•":rfi n J R INDEPENDENCE? .P.AU WO. At IN MYVr •11 • tf1 tN YJI:itAM XU8f SUAYEY A®®TAACT NC. 6A! > 4q, ` . n Carter a Burgess .s ^ n' CARTER b BUROESS,INC. T)U ,,,np..n,yIq.,,,.1.1. 1. -_—•- PARRIVAY.- QO r ,,v•tio.pn nor/to '1 , ,t ono.. rot Ah iNA I1: INDEPENDENCE PARKWAY c•en.r1 a Md1 • tale Ali tA- 8 g 1' M gc53 pug-"5 a�E yg: 2 n- "z€-4' 3-4,11"a a€gn '6AAPN 6 4;,p- b 'i a°A 9;9 `.4, g•z-yap9a: agr 9 " 173:1 nag Raii AaNqq �9^§,51; g 9 p. ss M; "4mn 8t/ S F 4L A�1 n9pg-r6 n-.£Q7 . gA a VA AG A 4 -t9;G - i1 8 _ O ; T19 Ci< 4B i S 9 ,gn ^+ AAA S AA; e,..-s,... pp ^ g4 2; ag Aq gleb7 r,'A @F ri w a38 . jr. L4 ;IRS; 9 F$� W IWta M PLIFel K NnOWO PY Nana. MC IPL an 11150.1 N to 1 "I 4 A n cia cn o� 0 15. CD 0 oar' P. a 0. CD m CD c� EXHIBIT "B" BOUNDARY DESCRIPTION OF THE ZONE (13550 Independence Parkway) BEING, a tract of land situated in the F. Cuella Survey, Abstract No. 267 and the William Huff Survey, Abstract No. 648, City of Fort Worth, Tarrant County, Texas and being all of that tract of land as described by deed to Alliance Gateway No. 5, Ltd. and recorded in Volume 12314, Page 634, County Records, Tarrant County, Texas, said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod at the southerly right-of-way line of Liberty Way (formerly Westport Parkway) at its terminus as recorded in Cabinet A, Slide No. 1079, said County Records, said point being in the northerly line of said Alliance Gateway No. 5 tract; THENCE N 89°51'39"E 723.09 feet along said northerly line to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the northeast corner of said Alliance Gateway No. 5, Ltd tract THENCE S 00°08'21"E, 765.00 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the southeast corner of said Alliance Gateway No. 5 tract; THENCE S 89°51 39"W, 1,433.00 feet along said southerly line to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the southwest corner of said Alliance Gateway No. 5 tract; THENCE N 00°08'21"W, 352.62 feet along the westerly line of said Alliance Gateway No. 5 Tract to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the beginning of a curve to the right. THENCE 137.63 feet along the arc of said curve to the right and continuing along said westerly line through a central angle of 07°57'56", a radius of 990.00 feet and a long chord of N 03°50'37"E, 137.52 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the beginning of a reverse curve to the left; THENCE 44.48 feet along the arc of said reverse curve to the left and continuing along said westerly line through a central angle of 04° 10'42", a radius of 610.00 feet and a long chord of N 05°44' 14 'E, 44.47 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found, the beginning of a reverse curve to the right; THENCE 71.53 feet along the arc of said reverse curve to the right and continuing along said westerly line through a central angle of 04° 15' 05 ', a radius of 964.00 feet and a long chord of N 05°46'25 'E, 71.51 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found at the southerly terminus of Eagle Parkway South as recorded in Cabinet A, Slide No. 1079, said County Records, the beginning of a reverse curve to the left; THENCE 78.47 feet along the arc of said reverse curve to the left and along the easterly right- of-way line of said Eagle Parkway South through a central angle of 02°51'36", a radius of 1572.00 feet and a long chord of N 06°28 10"E, 78.46 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess ' found, the beginning of a reverse curve to the right; THENCE 133.23 feet along the arc of said reverse curve to the right and along said easterly right-of-way line through a central angle of 84°49' 12", a radius of 90.00 feet and a long chord of N 47°27'03"E, 121.40 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found in the southerly right-of-way line of the aforementioned Liberty Way; THENCE N 89°51'39"E, 589.78 feet along said southerly right-of-way line to the POINT OF BEGINNING and containing 24.972 acres of land more or less to be known as: LOT 1, BLOCK 1, ALLIANCE GATEWAY SOUTH ADDITION 7 LIBERTY WAY VICINITY MAP Et L 1 I «'. A sect1� GA z al AL PA"r,X 372 412 • Cif sEi F.I#At iJ gram no • Irl NI F. CUELLA SIIAYEY AROYAACT 1110. 247 LIBERTY WAY earesv Fri N PIT.) ANIS 04:11 l7OLL0A18 HUFF SURVEY ABSTRACT NO. 04A LIBERTY WAY A g: t.___�1 POINT OF BEGINNING LOT 1,BLOCK 1 24.972 ACRES F. CUELLA SURVEY 408TAACT IIIND.107 - .• • F ply', AR" 1.14.er 4 • ▪ • • • SCALE A 1-• 1001 0 100 200 300 400 IBWIWIIIIMINIMIIIIIiippmpp GRAPHIC SCALE IN FEET Sal rear 11.471 OWNER /DEVECOPEtt am_t MICE PCYCLematirl Maim 3illit lea ?tat 324-ve • I • N NO S AR, c OT TO I. T IRUCTUX. COAL/ COI rye OF ANT Kl�•Errui:os R 'I II«'N„ A 0. girt ODIC THE TOP Of CURL •IICALOINO. OJT MT L/Wittl Avetrnotecs. •AttS• It o ADJAM IA ,r„TAO,TNct • Np``AGana.o°I.' Ate': ;t. itilt came 1. • movruaLcT, ttm0i;Hilt otac..aT wN. 4 • i a m •Ici umOc rltra INe•.e as• aow(tsem N:.N.gAINICI Io i..N. •CTIC C or i▪ ptiLNACK At Mall( al•stouolut ; TV ACOUPlait iuriu,'T.,ewrwwRIPA ON We ��clp wWMI y°"tT1OOLIIII . s` J. 1 C waAit AT �Tinuclier.CO 'yaoj Drocr120 `Nc TO op oti*CIALLOn[u t1.YOFTlOw ;,•T<LIL:'*.1 .:Sw:o ...'�L°TTISInATAAN.n.cm.000EI,R 'i; A°T,.Tc,IVoOAursTio: or Ano•S.IT,ONT „ olc • •t. away.tR.rt Saar at -co. TH31 PLAT MOIL PROVISION ak * scat; OM SI i , roast APPROVAL IS o.I.l.Mat AI I. API it . " 2t ~ X. Lai APO a°: O1,cfl S. •T AAL M : or n • coals mc.rTA is .r I, TO % coRc.mucT 4 •••••TN C A'', '" I r rZ Ot.tt 'CO I.,l,ol PCRIllis y,n..I twat. �— Nutt pc IN AccooNANCI oi TN SO•CDULt I. "ATM MO •ASITAISTAR c oRoINYC Na io.rl o. MT cr1. o. ALL Or D IN • ... • >. o.oi•toer. Or YK alit or roar wan], tn..t.,sIVt N,I,O ssmw _ run*. r flt7P_. ;. ... 4 � -._ . 'tor-; `14i47 �lo;ol .. BAN•• a.. . ur ii tl• 1 r WILLIAM HUFF flURVE7 A] TRACT MO. 8411 TION �Orgill, Val 114C PLAi �TatO r KAMUI Leptitta a tIuta. oa roan Loc. E. AcifOn Pt: IllortSliani LAN: SLANIMP AtnicrAct ioN sc. cos R..r. 6I1onw Ci TT OF FORT NORTH. TEXAS N• IS ALAI CAM IMMO wenn MN 41. • THIS PLAT FILED IN GAB INETA SUM No..1192 DATE A FINAL PLAT OF LOT 1, BLOCK 1 ALLIANCE, GATEWAY SOUTH ADDI I'ION AN ADO,T ION TO THC CITY OF FORT 110RTN, 5111 TEO IN THE F. CUELLA CURVET. ABSTRACT NO. 2ST AND THC RI LIAM NO F SUR FT. AOS RACT N0. We CITY OF FORT FORTH. ARRAN COIITT A5. CAAJOB Anew 2 F 3 SIFT SWAM 1d zz _Li I 8.5 gR115n—(134. 17 2 • 22- FORT WORTH ATC Logistics and Electronics, llnc. 13550 Independence Parkway Fort Worth, Texas 11410111111,151111gallESUmmitrstmor t ilia - _ .•, , . • tah6IrEctife0EtE►8te1M91$PF1811111 larmiNimminfivi EIFIZHIIIIIIIIPJPW, omplognont EXHIBIT "B" BOUNDARY DESCRIPTION (5201 Alliance Gateway) BEING, a tract of land situated in the F. Cuella Survey, Abstract No. 267, Tarrant County, Texas, and being a portion of that tract of land as described by deed to AIL, Investment, L P formerly known as Hillwood/Fieeway, Ltd and recorded in Volume 9831, Page 66 and all of Lot 2, Block 2, Alliance Gateway North Addition, an addition to the City of Fort Worth as recorded in Cabinet A, Slide No. 4037, Plat Recoids of Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped "Carter & Burgess" found at the southeast corner of said Lot 2, Block 2, Alliance Gateway North Addition and the southwest corner of Lot 1, Block 1, PC Service Source Addition as recorded in Cabinet A, Slide No. 2367, said Plat records, said point being in the northerly right-of-way line of State Highway No. 170 (variable width right-of-way), the beginning of a curve to the left; THENCE along the northerly right-of-way line of said State Highway No. 170 and then the easterly right-of-way line of Independence Parkway (120' right-of-way), the following bearings and distances: 398.13 feet along the arc of said curve to the left through a central angle of 06°53'30", a radius of 3294.04 feet and a long chord of S 71°54'50"W, 397.88 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found; N 83°36'22"W, 75.10 feet to a 5/8 inch iron rod with cap stamped "Carter & Burgess" found; N 37°26'38"W, 73.01 feet to a 5/8 inch iron rod with a cap stamped "Carter & Burgess" found, the beginning of a curve to the left; N 05°09'20"W, 132.87 feet to a 5/8 inch iron rod with a cap stamped "Carter & Burgess" found, the beginning of a curve to the left; 792.65 feet along the arc of said curve to the left through a central angle of 22°02'47" a radius of 2060.00 feet and a long chord of N 16° 10'44"W, 787.77 feet; THENCE S 89° 15'41"E, 739.35 feet leaving the easterly right-of-way line of said Independence Parkway to the northwest corner of the aforementioned Lot 1, Block 1, PC Service Source Addition; THENCE S 00°44' 19"W 822.25 feet along the westerly line of said Lot 1, Block 1, PC Service Source Addition to the POINT OF BEGINNING and containing 521,854 square feet or 11.980 acres of land, more or less, to be known as: LOT 2R, BLOCK 2, ALLIANCE GATEWAY NORTH ADDITION „ZZ -L1 tL Mc- 85 • 22” k 0 1 VICINITY MAP SCALE , t'• IOW 0 100 200 300 400 GRAPHIC SCALE IN FEET • .4- .4 • c PrrION CI09C by tart.. a Purw.. I.[. • • • • �' • • • • !gig. Taar • v pt III 11•11 F. CIOILLA SURV@T A®STnACT MO. 1711 AIL OMSntHT. L.A. LYORNOW AS HfLLv ,FRCrvAr.&r[r. VOL. VOL P. unIker NALLIANH.. 4f E NL Ire Tr Art UAW r, -.-- AIL IfnrSIKNn. L.P. HfLLYREEvnr.LTO. VOL. 9301. PO. CC LOT 2R 1L980 ACRES LOT ?. BMCC< 2 N1HIr IAKI Ctrtavr NOr cam w I4mi1 ra 4MRET Nn. SLIPE 40n Lot1- 441 • 1' 1•• ..44. $ J l • • OWNIDa CIIMDn m___ ___ CETmW WTI ZOO SONI Mom, Inn 711177 st 1-ggjo I I Is' CITY OF FORT WORTH, TEXAS tOOTSION CITY PLAN NIS PLAT TS YALlO ONLY If RCCuom WITNIN O mound Aries DATE Of APono..L Y4// PLLATAPmw'm DATTA OT I. ALCM i PC SERVICE SCGRCE*OW TLO GIFINCI A. St WC Ye N ./CUSLLA SUPIVIETI_. ASSTWQcr 000. 2*.7`., 0. • • • - .H90Q'T1W0 , stNtE 1. Juts IL U131314 a®:LDVI �LLNmaan,WL AO am in Tin Tic put am Mast ACMOorLPg ATwrLm '> to LVOT OtTT a Ornaliall MY ors TAIL Once S 1K01111PATION FIX Adm. w .Si.)AlQ9 Saiort Kale orEm sat emu, Ma Wen • D1494sp n NmL,[oa,..arnmH tPO.L .m.RTIw m ooor TIDITV room 4213 N,Inl. aajR. a • linos> w TO tvn.., cfnc top Of Wm. locno. OUT an tone to f�TO lat NO IMP OD /Al CC Oa OF ANY IWO, �CLIOL.T „slot a'. al.. 2.SIM 110XLS, Pa= rag May at. Is PC CASOAtIOS Ai SHOO ON MIS PLAT. 111SC CPO E WOOFS. 1114.1. Ntlea 111 OT Malt UTILITY. OCLLIOMC Tit CITY Of MI Ll. .uo w COS wDS_Iso+.istorca WIN THE CONIPICTIO11. mL.,.orout oTILIM IICLUDOC Pa an or fait . wprr�x�"1 OR n� .Iw, CII 01 larISTI•C STSMI CO MI OF nit ts imm at Mr De ALL TINOS Pr OCRS, MC OZAL3S UFO WO WOOFS FOR *C C Of AT •1201Wa TO ON Kim tito ALL OR Plitt *IP ��pO1¢OLTL�,I:Ai� w KE Orlin, At ANT TIE Of A fro w.TnIOrnn aio t• • f 1 L a L'• is or ran TIC conTouLlsol orate.a�rw Ina. nos . sCoop An'rl..bblvw R FONT ,nrx, Iw a rL wN Ii m Coop [ L.mlm unarm It Mlm.Ot w.aove vs: IIRO .OKmD r ' t MC SC? ATOLL LRY MC ales Nm-i., LL morn o L rata,L MOW vatccskim Taw;., ru; w, q,w .[ LLaawm AcII rra atL',, .[ra a.I.L,I r3Tw o:r u1N fan.ACa4 .canuw-:m win Ho mattnT01 r COQ. SHALL itIN.CCa.O.r¢ VIM Rlmmu I.WEN• ciU amAP RLmttt a trol.L a C Imo or mi [Ina. %.>JR'm 2. `um. . AI,vlw. A .u[at, it, mamma atmRIILAIK>">Aa o[rowl%wa > a'"to.n IoR. caf.nkfRl„ room 1 va"�`em DO .x alnlm um .4 at DMA co Intuit oaw.r. • • • • -D Lau rmwl.nw ,ttt19tE C TEY4P NORTH ADert. •1 . rh'r xfl °ALIA - .iamm®r tab to lifOaAS tomer pie • TAW Of Lae 31111101D IN 1st P. WELL. Matata lc. NY. WOO awn. MIT ISM ILOCITIOld. •/4 ADDITION III Mt glir OF Of la Ot Lat LAT L.o•OOPA I. t hOIV a'RFOONT o:1 ylOn ••0 CASINO IT N. LI$.".:I* its ironrur t gii-or-On. TIC LOW OF 100-0F•011. Ile L .iTA Ap L°°sie • •mmLa n q-r •, ,ao"' t'm : >.. Imo' moos morn% of • tirt O.;.males r•I ;F: TO it un ION Am or w >t..m •T..,mI N MOW paw NT. • noo ;1it ltris ?ft VI s..It ran £liat Or LLOC [nlint ob 1- Trww, ni.n COOK Melt it ICI got _ISATECW SF; ONOCCsle SIT ri 1. 111TAl OR Skit ONO, or not Atraltalitomco LaT I. MOM Iv Pt WINO SOCA P.D01:104 Pirrig Wa•e: TO PO 1U,Nl1,C Paste MU C A tm,'TI.r>oot Of Oat My w .nOrr•Cr-O•414F 1 4 n-V16-rS `S:rt/ iRrilOorlaN•HatiOnalt wEAINTmsIa WDE nOODEDaL vlrl¢isfCOLES LmYC lai eecva<'rlm..�l. THIS PLAT FILED IN CABINET_ SLIDE No. 4 . DATE .5z*3 A FINAL PLAT OF LOT 2R, BLOCK 2 ALLIANCE GA'1'EWAY NORTH ADDITION DEINC A REPLAT OF LOT 2. BLOCK 2. ALLIANCE CATOIAT NORTH ADDITION: AN ADDITION TO TIC CITY Or OR NORM SITWtED IH TIO E. OIELLA Stan;. ADSIRACT No. lair CITY Of FOOT NORTH. TARRANT CO ITY. TEXAS. DATE Or POLVAMTION 0I-z-99 CASE' 0 PS-99050 C a PM MAIM Mtn CC feel flmf109 _IL _58 85 11 17 - or `22 ' FORT WORT ATC Logistics and Electronics, Inc. 5201 Alliance Gateway Fort Worth, Texas II 1 M&C Review Page 1 of 3 IL COUNCIL ACTION: Approved on 10/9/2012 Official site of the City of Fort Worth, Texas FORT WORTH DATE: 10/9/2012 REFERENCE NO.: C-25913 LOG NAME: 17TAATC CODE: C TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Tax Abatement Agreements with ATC Logistics and Electronics, Inc., AT Industrial Owner 3, LLC, and AT Industrial Owner 4, LLC or Affiliated Entities for Renovation and Expansion of Business Facilities Located at 5201 Alliance Gateway, 13500 Independence Parkway and 13550 Independence Parkway (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a Tax Abatement Agreement with ATC Logistics and Electronics, Inc., and AT Industrial Owner 3, LLC, or affiliated entities for the renovation and expansion of business facilities operated by ATC Logistics and Electronics, Inc. located at 5201 Alliance Gateway Freeway and 13550 Independence Parkway; and 2. Authorize the execution of a Tax Abatement Agreement with ATC Logistics and Electronics, Inc., and AT Industrial Owner 4, LLC, or affiliated entities for the renovation and expansion of business facilities operated by ATC Logistics and Electronics, Inc. located at 13500 Independence Parkway. DISCUSSION: ATC Logistics and Electronics, Inc. (Company) is North America's second largest third -party logistics provider The Company has over the amount of $1 5 billion in annual sales and 10,000 employees across the country. Locally, the Company occupies approximately 1,000,000 square feet of industrial space at Alliance Business Park. However, the leases at the three facilities expire in 2013 and the Company is considering relocating its operations to Atlanta, Nashville or Reno. Project: The Company is considering the modernization and expansion of its existing facilities located at 5201 Alliance Gateway Freeway, 13500 Independence Parkway and 13550 Independence Parkway. These facilities would be leased by the Company for an additional eight years, with an option to renew the lease. The facilities located at 5201 Alliance Gateway Freeway and 13550 Independence Parkway are owned by AT Industrial Owner 3, LLC. The facility located at 13500 Independence Parkway is owned by AT Industrial Owner 4, LLC. In order to retain the Company in Fort Worth, the Housing and Economic Development Department is proposing two Tax Abatement Agreements, one with Company and AT Industrial Owner 3, LLC and the other with Company and AT Industrial Owner 4 LLC, that together could potentially abate up to 70 percent of the City's ad valorem taxes on the incremental value of new business personal property investment installed at these sites for up to eight years, with the opportunity to earn two additional years of abatement by providing the City of Fort Worth (City) a copy of executed lease renewals for the facilities prior to the end of the original eight year term. The proposed project will have a minimum aggregate investment in the amount of at least $18,500,000.00 in real and business personal property by December 31, 2016. The property owners will oversee construction of the new leasehold improvements and will retain ownership of the buildings once the improvements are completed. Under the proposed lease Agreement, the http://apps.cfwnet.org/council packet/mc_review.asp7ID=17525&councildate-10/9/2012 10/12/2012 M&C Review Page 2 of 3 Company will be responsible for payment of all property taxes on the improvements as part of its rent. The project will be completed over two phases. Phase I consists of $1,000,000.00 in real property improvements (exclusive of land costs) and $7,000,000.00 in new non -inventory business personal property improvements by December 31, 2013. Phase II consists of an additional minimum investment in the amount of at least $10 500 000.00 in new non -inventory business personal property. Actual personal property investment amount will be determined by the Tarrant Appraisal District's (TAD) official tax rolls. Failure to meet Phase I investment is a condition of default and will result in immediate termination of the Agreement. Failure to complete Phase II will result in the reduction of the overall abatement percentage by 15 percent for a maximum of 55 percent for the remainder of the Agreement. Utilization of Fort Worth Companies and Fort Worth M/WBEs (Real Property Improvements): A minimum of $350,000.00 or 35 percent of real property improvements must be expended with Fort Worth contractors and a minimum $250,000.00 or 25 percent of real property improvements with certified Fort Worth M/WBE. Dollars spent with certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies. Employment Commitments: The Company will retain its current full-time employee workforce of 1,705 full-time employees (FTEs) during the term of the Agreement and will employ an additional 135 new FTEs for a total of 1,840 employees by December 31, 2013 and continuing through December 31, 2015 The Company will employ an additional 239 new FTEs for a total of 2 079 employees by December 31, 2016 through the remainder of the Agreement. The Company will fill 35 percent of all FTEs with Fort Worth residents and 30 percent with Fort Worth Central City residents. Utilization of Fort Worth Companies and Fort Worth M/WBEs (Supply and Services): The Company has committed to spend a minimum of $500,000.00 of annual discretionary Supply and Service Expenditures with Fort Worth companies and $400,000.00 with certified Fort Worth M/WBE companies. Dollars spent with certified Fort Worth M/WBEs will also count as dollars spent with Fort Worth companies. Discretionary Service and Supply contracts shall include all expenditures whether under written contract or ad hoc purchases, other than for electric, gas and water utilities related to the operation and maintenance of the Project Site. Supply and Service Expenditures do not include expenditures for temporary direct labor at the Project Site. City Commitments All tax abatements granted are for City property taxes based on the incremental increase in value of business personal property as determined by TAD. Up to 70 percent of City property taxes may be abated for a maximum period of up to ten years (with an executed lease renewal) as depicted in the following table: Company Commitment Real and Personal Property Investment Fort Worth Contractors Fort Worth M/WBE Contractors Overall Employment Potential Abatement 15 percent 5 percent 5 percent 15 percent 10 http://apps.cfwnet.org/council_packet/mc_review.asp7ID=17525&councildate=10/9/2012 10/12/2012 M&C Review Page 3 of 3 Employment of Fort Worth Residents percent Employment of Fort Worth Central City Residents 10 percent U tilization of Fort Worth Companies for Services and 5 S upplies percent U tilization of Fort Worth M/WBE Companies for 5 S upplies and Services percent TOTAL 70 percent Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the abatement for that year proportional to the amount the commitment was not met or for the duration of the abatement in the case of construction commitments. The project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers S ubmitted for City Manaaer's Office bv: O riainatina Department Head: Additional Information Contact: ATTACHMENTS 120920 ATC Map RZ84-5.odf Fernando Costa (6122) Jay Chapa (5804) Ana Alvarado (2661) Robert Sturns (8003) http://apps.cfwnet.org/council_packet/mc review.asp'ID=17525&councildate-10/9/2012 10/12/2012 ORT ORT EXHIBIT "C" Economic Development Incentive Application Housing and Economic Development 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-7540 Incentive Application 1;COMPANY iNFQRM. ATION Company Name: ATC Logistics & Electronics Company Address: 100 Papercraft Park Date: July 6, 2012 City: Pittsburgh State: PA Zip: 15238 Contact Person: James Hall Title/Position: Director of Taxation Telephone Number: 412-820-3743 Mobile Telephone Number: Fax Number. 412.820.3762 E-Mail Address: James. Hall©gencoatc.com Company Ownership (check one): r Public Traded Stock j✓ Privately Held Form of Business (choose one): Corporation How long has the company been in operation (Years)? 113 Describe the company s principal business (attach additional sheets as necessary): GENCO ATC is North America's second largest and Global Top 50 third -party logistics provider with over 150 customers, including many Fortune 500 manufacturers, retailers and US government agencies operating from 3 corporate offices in Pittsburgh, Milwaukee and Green Bay. The company has over $1.5B in annual sales and over 10K teammates. A high level of focus in placed on quality training to include Lean/Six Sigma which contributes to the company s success GENCO is a recognized leader in reverse logistics, handles over $1.5 billion annually in freight management, and has visibility to $3.5 billion in parcel freight annually. A leading B2B wholesaler of surplus inventories, liquidating more than $10M daily. 2. PRQ, ECLINFQRMATIOlt For real estate projects, please include below the project concept, project benefits and how the project relates to existing community plans. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. Any incentives given by the City should be considered only "gap" financing and should not be considered a substitute for debt and equity. However, the City is under no obligation to provide gap financing Just because a gap exists. In order for a property owner/developer to be eligible to receive incentives and/or tax abatement for a project, the property owner/developer: A. Must complete and submit this application and the application fee to the City: B. Owner/developer or owner/developer's principals must not be delinquent in paying property taxes for any property owned in Fort Worth; C. Owner/developer or owner/developer's pnncipals must not have ever been subject to the City of Fort Worth s Building Standards Commission s Review; D. Owner/developer or owner/developer's principals must not have any City of Fort Worth liens files against any other property owned by the applicant property owner/developer. "Liens" including, but not limited to, weed hens, demolition liens, board-up/open structure liens and paving hens. For business expansions projects, please include below services provided or products manufactured major customers and locations, etc. For business expansion project involving the purchase and/or construction of real estate, please answer all that apply. Type of Project (choose one): Commercial/Industrial Describe the company's plans for expanding or locating in Fort Worth ( attach additional sheets as necessary): GENCO is the nations 2ndlargest 3PL with 130 locations throughout the US and Canada and 38 million square foot of space under roof. GENCO's local operations are currently located within Alliance Business Park, in three separate leased buildings. Company leadership is evaluating real estate options to include renewal within Alliance Business Park or potential consolidation to Nashville, TN; Reno, NV or Atlanta, GA Comparative analysis for each opportunity is in process with a projected time line for decision making being Q4, 2012. Page 2 of 5 Describe the specific operations to be performed at the proposed Fort Worth facility (attach additional sheets as necessary): • The current project within Alliance is part of GENCO's product lifecycie logistics for the technology industry to include final product configuration warehousing and distribution, reverse logistics, test repair and refurbishment, electronics liquidation and e-waste recycling Area (Square Feet) Requirements: (a) Office (b) Manufacturing (c) Warehouse 1,000,000 (d) Showroom/Retail (e) Other Total Area (a+b+c+d+e): 1,000,000 SF Is the company expanding its existing local operations or relocating its operations from somewhere else to our area? (,i Expansion F Relocation If relocation, where is the company currently located? Does the company plan to tease or own the facility in Fort Worth? 17 Lease (— Own if the company is planning to lease space in Fort Worth, what is the lease term? 8 years Will the facility be built or does the facility already exist? j- New 1 Existing If the company is occupying an existing facility what is the address? 5201 Alliance Gateway, 13500/13550 Ind. Pkwy If the company is constructing a new facility, what is the approximate location or address of the site? N/A If the company is constructing a new facility what is the anticipated date for commencement of construction? Anticipated date for company to move into the facility Pvelopment requests�t will lacoughtfor the project (select all that apply): j- Replat (— Rezoning r Variances Current Zoning: If yes, please describe: {— Downtown Design Review Board r Landmark Commission Requested Zoning: Reel Fatate Development 1. Current Assessed Valuation of: Land $ 7,684,637 Total Size of Project: 969,659 SF Total Capital Investment: $ 17,330,114 (including lease payments) Hard Construction Costs: $ 3,010,840 2. For mixed -use projects, please list square footage for each use: N/A Page 3 of 5 Improvements $ 27,140,449 Personal Ptopertn_nd Invetitopt 1. Personal Property Cost of equipment, machinery, furnishing, etc.: $ 25,098,876 r Lease f7 Purchase 2. Inventory and Supplies Value of Inventory $ 14,721,147 Value of Supplies: $ 938,298 Percent of inventory eligible for Freeport Exemption (inventory, exported from Texas within 175 days) 3, EMPLOYMENT ANDJOBILEATION From velo�enti 1. How many persons are currently employed? 1,915 2. What percent of current employees above are Fort Worth residents?37 94u 3. What percent of current employees above are Central City residents? 37 % 4. Please complete the following table for new jobs to be created from direct hire by applicant. First Year By Fifth Year By Tenth Year less Transfers" 96 of Net Jobs to be filled by Fort Worth Residents * If any employees will be transferring, please describe from where they will be transferring. Please attach a description of the jobs to be created, tasks to be performed for each and wage rate for each classification. 5. Does the company provide the following benefits: ri Retirement 17 Health (7 Dental r Domestic Partner 6. Average wage paid to employees to be located at Fort Worth facility: $ 41.64 4. INCENTIVES REQUEST Incentive(s) Requested: r7 Tax Abatement r Chapter 380 Economic Development Program Grant Do you intend to pursue abatement of County taxes? (7 Yes r No What level of abatement will you request: Years? 10 Percentage?70 5. LOCAL COMMITMENTS During Construction What percent of the construction costs described under Real Estate Development will be committed to: Fort Worth businesses? 35 Fort Worth Certified Minority and Women Business Enterprises? 25 % Page 4 of 5 Fir Annua.LSuppIv fld$rvice Needs Regarding discretionary supply and service expenses (i.e landscaping, office or manufacturing supplies, janitorial services, etc.): 1. What is the annual amount of discretionary supply and service expenses? $ 19.3M 2. What percentage will be committed to Fort Worth businesses?50 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 40 DISCLOSURES Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of Incentive obtained by the applicant from the City of Fort Worth? If yes, please explain and/or attach details. GENCO ATC employs the services of Ginovus, LLC, an Indiana based site selection and economic development advisory firm, to assist in the processes of incentive procurement and approval as well as compliance management for its expansion projects throughout North America. These documents must be submitted with the application, otherwise the application will be deemed incomplete and will not be reviewed: 'see attached Exhibits a.) Attach a site plan of the project. b.) Explain why incentives are necessary for the success of this project. Include a business pro -forma or other documentation to substantiate your request. c.) Describe any environmental impacts associated with this project. d.) Describe the infrastructure improvements (water, sewer, streets, etc.) that will be constructed as part of this project. e ) Describe any direct benefits to the City of Fort Worth as a result of this project. f.) Attach a legal description or surveyor's certified metes and bounds description. g.) Attach a copy of the most recent property tax statement from the appropriate appraisal district for air parcels involved in the project. h.) Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and wage rate for each classification. i.) Attach a brief descnption of the employee benefit package(s) offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j.) Attach a plan for the utilization of Fort Worth Certified M/WBE companies. k ) Attach a listing of the applicant's Board of Director's, if applicable. I.) Attach a copy of Incorporation Papers noting all principals partners, and agents and all Fort Worth properties owned by each. The company is responsible for Paying S5,000 as an application fee. If the application is withdrawn before the project is presented to City Council in Executive Session, the fee is refunded. Upon presentation to City Council in Open Session, S2.000 is non-refundable and is applied to orfset costs incurred by the Housing and Economic Development Department. Upon approval by City Council, the balance of $3.000 can be credited towards required building permits. inspections fees. replotting fees and other costs of doing business with the City related to the development. Any unused credit balance upon completion of the project will be refunded upon request from the company. On behalf of the applicant, I certify the information contained in this application, including all attachments to be true and correct. I further certify that on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of Fort Worth policies and I agree with the guidelines and criteria state therein. Printed Name: .-je irEl a t twuNt. Title: VP f I N Aoxi Ce Signature: ��,% / J14.€421 Date: `� L5 I 7.4 J7- f Page 5 of 5 4e®Me Dist..«R,a„ RIWAIMIRSOlailleaffft �...�. Poona -- Oka un —r RwRaAeN w �.-..u..:v •ta Iwi.i... wws..nr menw.M u�.r�ww v.alww••••••..w'w.•••••ww Exhibit A 1 • Mug V. 2072-480 1 v.. itioefl z 447 ticjW r 'airy Amoy. begat ..... u... W .Mi4. sSM-sa 409 .. *..I. wa. 0 W -...n HNw AMi tH.flu weinlvt .1. zwn a p 3 44. a 3 rw✓+uw.r w.w+..w..... w •w ...no ... w.»•.. tit ..w_w..re- s - ..rov..rw 11111..40.?....+r W. W... Yf twa.Aw1 N M• — -w_MMIw.1109.MT. .t stain( ra.e s .b. am:-Xd.-, 2072-472 Exhibit B Genco ATC's multiple leases expired at a staggered pace by the end of Q4 of 2013. Presently operations are split between three separate warehouse facilities within proximity of each other in the same commercial park. The opportunity to consolidate all operations into one facility would result in efficiency gains and cost savings. Availability of economic development incentives would mitigate some of the costs associated with remaining in the three existing sites and make remaining at those locations a more financially viable choice. Exhibit C The activities associated with this project will not cause environmental harm or contamination. Inherently Genco ATC's operations, nationwide and locally, have a positive impact on the environment by improving the efficiency of transportation logistics on a very large scale. More specifically, one of the functions of this particular facility is in processing and handling a -waste and other recycled goods. Exhibit D There are no relevant infrastructure improvements associated with this project. Exhibit E The primary benefit of this project for the City of Fort Worth is the retention of 1,915 teammates plus the creation of another 374 new jobs through the end of 2017. GENCO is a business whose history goes back more than 100 years, over which the company has grown to be the second largest third party logistics company in the country. The significant number of jobs being retained and created by this well established continuously growing company offers valuable stability in the job market of any local economy. In addition, investment in new real property improvements will result in increased tax revenue net of the abatement and will be fully taxable m the years beyond the abatement term, providing an ongoing stream of new revenue. Exhibit F Legal Descriptions 5201 Alliance Gateway Freeway: Alliance Gateway North Addn Blk 2 Lot 2R 13500 Independence Parkway: Alliance Gateway South Addn Blk 1 Lot 2 13550 Independence Parkway: Alliance Gateway South Addn Blk 1 Lot 1 dtlttl2 P E erty Tax Record Account) 00007345030 4/Di 4t4K 2 2R Lecatlwl OIALL/ANCE GATESA* Far Leasl ALL WICK OATerwr NORM ADM ILK 2 LOT 714 rocs Ownon AT IPCNVRJAL OWNERS LLC 13400 FIKRITAGE IKWY 5111 200 FORT WORTH TX 741177- 4323 Year Unit 2011 2011 201t 2011 2011 2011 rabid Levy Amount 011010.10 13,772:12 1,114.110 1385112 SNOW t,se225 Exhibit G Town, tatartly Tact Wgbsr Au�.e1 Yr 0.dltt Orosea Yr: hnsn Anus 34 Etl Dere Start Del. NMI R 111 11400 8 NONE E0.00 0 NOW rem 2011 Volvo Land Improve mitt 44011741 2011 Exemptions Overlapping District Accounts 138 S SN an an Ha ems& tatsmen! button to MAW tat Click an Ina s-P?yrnan1 butt t CO rt Amount Paid 81,0w I I 10.7T212 1,114.110 13,01522 1,e1aw 90416225 Levy oue Penalty Intentet R00 0.03 0.00 GOO 0.03 OAO 0.00 0.00 0.0 MOO 4100 0.00 ROO 0.00 0.00 a a crix11 cw Penalty ORO 000 0.00 O.a0 0.00 u =I or pgloock piymcd. Total Due 1100 0-00 0.00 0.00 0.a0 0.00 0.03 0.00 0.00 0.00 Receipt Date tntrao+z mira111z 1t11P012 vivaria 11111201Z Puvery polia-1t 4rrr5tlbllity Statement hithe tnrorraonn .&ct, 110 E Wgatf`.enoro, Fort Wortp, Teraa. 78108, 017- RB4-1' 11 ate send quratlons and comment* retarding tt:lt nebflte 10 WebmA3tef'otarmaniCOUt1tY.ann. r, =owln r a•ti 'nth Oat el ► aaM west. every -ntet 19 brae to ..vw ton rtarmra, navtle0 r merest ta.e. w .. "99 r re IW;n 9 '994mA, re a .1 Put -,as of tweet Cewry sr. M be =gait -.berms Cover a nn 'ealoine •v fiem Owe -awn: Coon" .ea ear_ Cupyrgnt 2001-2004 TanantCouaty, TX 9+2W11 Prope Tax Record Accouati 00007067275 APO! 414112 LocatIont 04t35001IC1,1940BICEPKWY Legal: WIAMCE GATEMIAV SOUTH *DON BLOC 1 LOT 2 Ownar: AT ECLISTRIAL OiAMER 4 LLC 12600 Ktst1TAGE PKWT STE 200 FORT WORT$ ?X 74t77-5304 tcrtgaiiiaippil Year Unit KM 1 201t 2011 2011 2011 2011 Totals 02• 220 723 2241 Wan Levy Amount 114,00154 36,47440 2,1iII7.a0 37,627.10 20,azti:o• 703,717.62 Ttrrwd Oamtr Tax WabSlis Acrast Yr Wilt Frown Yr: Froaan Anti: Sq <Eti Oat. Start Def. End: Koch rV.irk Amount Paid 114,•03.54 3A47a•• 2,8•T.•0 30,827.10 za020.0• 202717.52 Privacy Polies !CO F. W 4 t11A 4 21.•S3 • NOW 00.00 • NONE mow 1 Nits Seutti. 2011 Vahan Land 2.5S7S0 Iriprayameat 109/3260 2011 Exampttons owedamong Olatrlct Accounts C4i do on th3 eStetement button to rfia r bu G Te s1 Tn Due. ahe a cract:1 cart! cx "r.lnPck poymen. I Tantswa"sr1 ( e-Parelswt. „t'liglt^,91at, i Levy Penalty Interest Due a00 0.03 Soo 043 0.00 0.03 0.00 400 000 0.00 000 aoa 0.00 0.00 0.00 0.00 0.00 Col Total Penalty Due 0.00 0.00 0.00 040 ORO 0.00 OM PAO 0.00 0.00 0.30 Alxcgnnlbltty 5tawimert putlllc IntQ(Tdcon Act Fort Worth, Texas 76198. 81.7- F84-tt1) Ing IPIs r,R.931te to Wel:master-tafratitt7D • P.trk arr..a- rover ..m-t a mad. to ns.. (w rrvmutm vow erotic' ,csrrr eS Tw -t forty ohm* too "flask -,t!n Cn- roo Cuyyeg of 2001-2004 Tat ant Codnty, TX Receipt Date 1n unit to 112012 to vary 1nti Q1z Ingram Unty rnrll mat.: tn*.W. Y. ft," tmos rtt.*a.r 4rthe ccaxrnt 6r20112 Property Tax Record Aecsuntt AFC' Location: Legal1 00006144144 4141.11 0ot35S01RDSEMDINCE PKWY ALLNNCE QATEVOY sotmt AOOM SLKILOTI Owner: AT INalSTRIAL own 1$ LLC 13100 HERITAGE PICKY STE 200 FORT WORTH TX 74177-4323 Year Unit 2011 020 2011 220 2011 223 2011 224 2011 gas 2311 Totals Lary Amount 101101.20 31171011 2.47100 21,20125 14,4311011 Ier1681 S1 Tree County Tea WebMlle Acres: Yr Suiltl Frozen Yr Frozen Amtt Sq Fti Def. Start Del. Ent R II: Amount Paid 1000125 2,42/00 2/,20220 10,434,34 10/4%154 24.972 0 NONE f0.00 D NONE NGNE R Leary Penalty Marian 171141 D.OD a0o aCo 0.00 ROD C00 0.03 ROD 0.03 0.03 0.00 0.01 0.00 010 0.00 0.00 0.00 2011 values trnprawrtent 9111651 2011 Exemptions Overlapping Charlet Accounts 3253341 to dew Mal Tax Dud. 1 card cal aChsck payment. Col Total Penalty Due 0.01) 0.00 ODD 0.00 0.00 0.00 MOO 0,00 ODD 0.00 0.00 0.00 O.ao Receipt Dice 1r1112012 1n1r7012 1r1Irm12 1111r2012 W11/2012 prrrecv POI" tccnss1611rty s;tatemert puhltc 10:ns ton Ast 100 P Uieatherfotd, Port worth, Torn 76196. 817- 804-111 t 'lease sand durations and m:rmena reaardtnq thlt raaosItt to webmestersttarrentamntv.cnrn. rann Ccuna warum ea nfoonton manned le era SOP t0 at a ;title St rta. tart erten is made n este eat etunnaatrs, a n.tdad M •.arta rmawvr, r mn case %On Lear/ r tarot all ilionaetin mremrrd n thaw papal a na.ead, sstkal roamf it art Ceiet/ 'Mai be ,_^rxfast `ammt Cwntr a rat ,<wwaMu ry >ta ct�teac d, nsa rr alma any eta irk r_i "no kk Irmo Ina -affront Law* ales ..b. Ccpyrght 10001-1004 Ter ant County, 1X Exhibit H Warehouse/Logistics ($17.08/hr) - 90% of total workforce. Moving, sorting, loading, scanning, packaging, and handling goods Executive/Administration ($74.65/hr)- Management and oversight of day to day business operations Quality -Compliance ($31.55/hr) - Ensures operations adhere to company policies and government and industry regulations Engineering ($38.88/hr) - Process and system design and development Sales ($66.89/hr) — Generate new business and service existing clients Human Resources ($39.65/hr) — Manage employment administration including payroll, benefits and hiring IT ($37.85/hr) — Develop and maintain information systems used to run office and warehouse operations Accounting/Finance ($31.26/hr) — manage business accounts and budgets Materials Management ($41.64/hr) - create and enact processes to most efficiently utilize resources and materials handled by the company Exhibit I Employee Benefits Summary Exhibit J All contracts will be bid competitively and be made available to MBE and WBE status businesses. Ultimately Genco ATC will select the most qualified and competitively priced contractors and suppliers which it believes will best provide the scope of services required for the project. Exhibit K Peter C. Georgiopoulos has served as Chairman and as a member of our Board of Directors since our inception. Since 1997, Peter C. Georgiopoulos served as Chairman and a member of the board of directors of General Maritime Corporation and its predecessors, which he founded, and he served as CEO from 1997 to 2008 and President from 2003 to 2008. Under the leadership of Mr. Georgiopoulos, General Maritime Corporation grew from a single ship ownership company to what today is an industry leader listed on the New York Stock Exchange. Mr. Georgiopoulos is also Chairman and a director of Aegean Marine Petroleum Network, Inc., a company listed on the New York Stock Exchange. Mr. Georgiopoulos has also served as a director of Baltic Trading Limited, a subsidiary of the Company, since its initial public offering in March 2010. From 1991 to 1997, he was the principal of Maritime Equity Management a ship-ownmg and investment company that he founded in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos was an investment banker at Drexel Burnham Lambert. Before entering the investment banking business, he had extensive experience m the sale, purchase and chartering of vessels while working for shipowners m New York and Piraeus, Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping. He holds an MBA from Dartmouth College As a result of these and other professional experiences, Mr. Georgiopoulos possesses knowledge and experience regarding our history and operations and the shipping industry, fmance and capital markets, that strengthen the Board's collective qualifications, skills and experience. Robert Gerald Buchanan serves as our President. Mr. Buchanan has 40 years of shipping experience, holding various senior operating, engineering and management positions. Before Joining our company, Mr. Buchanan spent eight years as a Managing Director of Wallem, a leading technical management company. As the senior executive at Wailem, Mr. Buchanan was responsible for the safe and efficient operations of close to 200 vessels, as well as management of approximately 500 onshore and seagoing staff. From 1990 to 1996, Mr. Buchanan was Technical Director of Canada Steamships Lines of Montreal, overseeing a fleet of bulk carriers. Before this, Mr. Buchanan managed an oceanographic research vessel for NATO from 1986 to 1990 was Superintendent Engineer of Denholm Ship Management's United Kingdom office from 1982 to 1986, and Chief Engineer of Denholm Ship Management from 1969 to 1982. Mr. Buchanan was educated at Glasgow Nautical College and obtained a First Class Engineers license for the both steam and motor ships. Among his industry affiliations, Mr Buchanan was a member of the International Committee for Gard Protection & Indemnity Association. John C. Wobensmith has served as our Chief Financial Officer and Principal Accounting Officer since April 4, 2005. Mr. Wobensmith is responsible for overseeing our accounting and financial matters. Mr. Wobensmith has over 15 years of experience in the shipping industry, with a concentration in shipping finance. Before becoming our Chief Financial Officer, Mr Wobensmith served as a Senior Vice President with American Marine Advisors, Inc., an investment bank focused on the shipping industry While at American Marine Advisors, Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund management debt placement and equity placement in the shipping industry From 1993 through 2000, he worked m the international maritime lending group of The First National Bank of Maryland, serving as a Vice President from 1998. He has a bachelors degree in economics from St. Mary's College of Maryland and holds the Chartered Financial Analyst designation. Stephen A. Kaplan serves on our Board of Directors. From 2001 to the present, he has served as a director of General Maritime. Since 1995, Mr. Kaplan has been a principal of Oaktree Capital Management, LLC, a private investment management firm, where he co -manages Oaktree's Principal Activities Group which invests in majority and significant minority positions in both private and public companies. Mr. Kaplan currently has in excess of $3.5 billion in assets under his management. Since 1993, he has served as portfolio manager of all of Oaktree's Principal Opportunities Funds, including OCM Principal Opportunities III Fund, L.P. and OCM Principal Opportunities Fund ILIA, L P., which collectively owns approximately 66.5% of Fleet Acquisition, our sole shareholder. From 1993 to 1995, Mr. Kaplan was a Managing Director of Trust Company of the West. Before joining the Trust Company of the West, Mr. Kaplan was a partner of the law firm of Gibson, Dunn & Crutcher. Mr. Kaplan currently serves as a director of numerous private and public companies. Nathaniel C. A. Kramer serves on our Board of Directors. Mr. Kramer is a principal at Mercantile Capital Group LLC, a private equity firm with offices in New York and Chicago, and Managing Director of his firm's New York office from 1999 to present. He bnngs over 20 years of investment experience in both the public and private capital markets. He started his career with Allen and Company, a private equity firm, and recently served as its Vice President. Mr. Kramer has led investments in a wide range of industries including telecommunications, wireless infrastructure, waste management, data communications, B2B commerce and Internet infrastructure sectors. Mr. Kramer also serves on the boards of MoveOnIn, Inc. and Environmental Asset Management. Mark F. Polzin has served as a director of our company since July 27, 2005 Mr. Polzin is President of Ranch Fiduciary Corporation, Farms Fiduciary Corporation, and Laurel Fiduciary Corporation. Mr. Polzin is also Managing Director of The Oversight Company and Manager of Wyoming Consulting LLC and a senior consultant to Cymric Family Office Services and Family Office Exchange On July 1, 2007 Mr. Polzin retired as President and Chief Executive Officer of Moreland Management Company where he had served as an officer since 1989. Prior to joining Moreland he was an executive and director of several mid -western community banking organizations. He holds a B.S. in Economics from the University of Wisconsin -Milwaukee and a J.D. from Marquette University Law School. Mr. Polzin is a Regent of Concordia University Wisconsin. Rear Admiral Robert C. North, USCG (ret.) serves on our Board of Directors. Since his retirement from the active duty with the U.S. Coast Guard in April of 2001, Rear Admiral North has served as the president of North Star Maritime, Inc., a marine industry consulting firm, specializing in international and domestic maritime safety, security and environmental protection issues. While on active duty with the U S. Coast Guard, Rear Admiral North reached the position of Assistant Commandant for Marine Safety, Security and Environmental Protection where he directed national and international programs for commercial vessel safety, merchant mariner licensing and documentation, port safety and security and waterways management. He is a graduate of the Baltimore Polytechnic Institute, State Umversity of New York Maritime College at Fort Schuyler and the U.S. Army War College. Basil G. Mavroleon has served as a director of our company since July 27, 2005. Mr. Mavroleon has been employed in the shipping industry for the last 40 years. Since 1970, Mr Mavroleon has worked at Charles R. Weber Company, Inc., one of the oldest and largest tanker brokerages and marine consultants in the United States. Mr. Mavroleon was Managing Director of Charles R. Weber Company, Inc. for twenty-five years and presently holds the position of Manager of the Projects Group. Mr. Mavroleon also serves as Managing Director of WeberSeas (Hellas) S.A., a comprehensive sale and purchase, marine projects and tanker chartering brokerage based in Piraeus, Greece. Mr. Mavroleon has served as a director of Baltic Trading Limited, a subsidiary of the Company, since its initial public offering in March 2010 Since its inception in 2003 through its liquidation in December 2005, Mr. Mavroleon served as Chairman of Azimuth Fund Management (Jersey) Limited, a hedge fund that dealt with tanker freight forward agreements and derivatives. Mr. Mavroleon is a member of the Baltic Exchange is on the board of the Associate Membership Committee of Intertanko, a member of the Association of Ship Brokers and Agents, is on the advisory board of NAMMA (North American Maritime Ministry Association), is a board member of NAMEPA (North American Marine Environmental Protection Association), and is Chairman of the New York World Scale Committee. Mr. Mavroleon is a member of the Hellenic Chamber of Commerce the Connecticut Maritime Association, NYMAR (New York Maritime Inc.), the Maritime Foundation Knowledge Center and serves on the board of trustees of the Maritime Aquarium, Norwalk, CT. Mr. Mavroleon was educated at Windham College, Putney, Vermont As a result of these and other professional experiences, Mr Mavroleon possesses knowledge and experience regarding the shipping industry, ship finance, and general business matters that sterngthens the Board s collective qualifications, skills and experience. Harry A. Perrin has served as a director of the Company since August 15, 2005, and currently serves as the Chairman of the Company s Audit Committee. Mr. Perrin has served as a director of Baltic Trading Limited, a subsidiary of the Company, since its initial public offering in March 2010. Mr. Perrin is a partner in the Houston office of Vinson & Elkins, where he has been employed since August 2007. From June 2001 through November 2006, Mr. Perrin worked as an investment banker with Petrie Parkman & Co, an investment banking and financial advisory firm with offices in Houston, Texas and Denver, Colorado. In December 2006 Merrill Lynch acquired Petrie Parkman, and at that time, Mr Perrin was hired as an investment banker at Merrill Lynch where he was employed until May 2007. Prior to joining Petrie Parkman, Mr Perrin was a partner for ten years in the business finance and restructuring group of the Houston office of Weil Gotshal & Manges Mr. Perrin received his Bachelor of Business Admmistration in Accounting with Honors from the University of Texas at Austin in 1975. He received his J.D. with High Honors from the University of Houston in 1980. Mr. Perrin is a member of the State Bar of Texas, and is a licensed Certified Public Accountant m the State of Texas. As a result of these and other professional experiences Mr. Pemn possesses knowledge and experience regarding general business, finance and the law that strengthen the Board's collective qualifications, skills and experience. Exhibit L Incorporation Papers Delaware gaffe First State PAGE1 I, HARRIET SMITH WINDSOR, SECRETAR?' OF STATE OF TEM STATE OF DELAWARS„ DO HEREBY CERTIFY THE ATTACSED IS A TRUE 'AND CORRECT COPY 07 THE RESTATED CERTIFICATE OF . "ATC LOGISTICS & ELECTRONICS, INC.", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER' A.D. 2008, ATr.11 O'CLOCK Ak.1 A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE RENT COQNTY RECORDER OFkDEEDS . • 4356192 8100 • 081133756 \ .`.�J You may verity this certificate oalin* at corp.delaware.gov/authver.ahtmi • Harriet Smith Windsor. Secretary of State AUTRENTI CAT ION : 7005393 DATE: 12-05-08 State of Delaware Secretary of State Division of Corporations Delivered 11:00 AM 11/20/2008 F1LE0 11 00 AM 11/20/2008 SRV 0811337554-* 4350192 171E • RESTATEtt CERTIFICATE OF INCORPORATION OF ATC LOGISTICS & ELECTRONICS, INC. a Delaware corporation 'Ihs:andersigned, for the, purpose of restating.,the, Certificate of Incorporation of ATC Logistics & Electronics, Inc., a Delaware corporation: {the "Corporation' } does hereby certify I,., ...,, The date of Slingof the Corporation's anginal Certificate of.Incorporation with the Secretary" of' State of the State .of Delaware was May.23, 2007 and the name -under which it origafuit rporated was ATC:Corp. 2. This Restated Certificate of Incorporation has been duly adopted pursuant to Sectioik*S, of the Delaware' f eneral Corporation Law. This Restated.<•..Certificate of Incorporation only restates and'itiegrates and does n further amend the, -provisions of the CaiY;(,;;Ai:u:s'a Certificate of Incur ration as heretofoire amended and supplemented and there is *discrepancy between thos& provisions and the pro tons of this Restated Certificate of inebrpgu iisn. Tire Certificatea4 Incorporation ofctttr Corporation is hereby restated in its entirety'as fellows: • ARTICLE F w L NAME OF CORPORATION 'f ^The name of this corporation is ATC Logistics& Electronics, Inc. ARTICLE iI REGISTERED ONCE • -r:;: The address of the registered office of the Corporation in the State of Delaware is 160 Crree itree..Drive, Suite 101, in the city of Dover, Cot hty of Kent, zip code '1990n nd the name of its agent at that address is National Registered Agents, Inc. ARTICLE III PURPOSE' The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. ARTICLE IY. AUTHORIZED CAPITAL STOCK The -Corporation shall be authorized to issue one class of stock to be designated Common Stock;,, the. ,total number of shares that the Corporation shall have authority to issue is one thousand (1,000) and each such Share shall have a par value of one cent ($ 01). ARTICLE Y'.' The duration of the Corporation chill be perpetuaL-- ARTICLE VI BOARD POWER RECARDINCBYLAWS In furtherance and not-tint/limitation of the powers conferred by statute,' the Board of Directors, is expressly authorize&to make, repeal, alter amend and rescind! thebylaws of the • Cotpo`rttil: • • ARTICLI .VW ELECTION OF DIRECTORS gistieas of directors need not be by IS unless the bylaws of the Corporation • shell s xprov-iae. ARTICLE VItr ` LIABILITY AND INDEMNIFICATION • t& tite fullest extent permitted by the Delaware (teneral Corporation Law, as the same exists or may hereafter be amended (the "Delaware Law");.a director of the Corporation shall not beiiabl tticthe Corporation or its stockholders for monetary damages for breachoffiduciary duty as a directorx The Corporation' shall indemnify, in the manner and tulle fullest extent permitted by the,Delaware Law, any person (or the estate of ant person) who is or was .at party to, or is threatened to be made a party to, any threatened, pending er completed action, suit or proceeding, whether oar not by or in the right of the Corporation, and'$vhether civil, criminal* administrative, investigative_ar otherwise, by reason of the fact that such person is or was a director or officer of the. Corporation, or is or was serving at the request of fireCorporation as a direc'tdr or officer of another corporation, partnership joint venture trust or other enterprise. The.Cotporation may uulaniniify, in the manner and to the fullest extent permitted by the Delaware Law, any person (or the estate of any person) who is or was a party to, or is threatened to be madrna'party to any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise Expenses incurred by any such director, officer, employee or agent in defending any such action, suit or proceeding may be advanced by the Corporation prior to the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of sucff director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitledtto be indemnified as authorized by the Delaware Law and this Article VIII:: The Corporation may, to the fullest extent permitted by the Delaware: Law, purchase anew maintain insurance on behalf of any such director, officer, employee or agent against any liability which may be asserted against such person. To the fullest extent permitted by the Delaware Law, the indenznifit ation provided herein :shall include expenses lineluding attorneys fees] judgments, fines and:amounts paid in settlement and, in the manner provided by the Delaware Law, any such expenses may be paid by the Corporation in advance oft& final disposition of such action, scut or proceeding. The indeznn fication provided hereiwShall not be deemed to lithTftiiie right of the Corp ion to indemnify anibther person for any siiellexpenses to the Mese`exient permitted by therDelaware Law, nor shaltn.it be deemed exclusive:of any other rights to: which any person seeking indemnification front:tleie Corporation may be4 entitled under any agreement, vote of stockholders or disintetesteit‘ directors, or otherwise, bath as to action in such. person's official capacity and as to action=irr another capacity while holdini;t such office. No repeal or modifrcatioaof the foregoing_ ',paragraph shall adversely''affect any right or protection of✓a director of the Corporation existing liy,viatMe of the foregoingparagraph at the time of suck:repeal or modification.. ARTICLE-::.,.:. CORPORATE POWER • The_ Corporation reserves the right to amend;; -alter, change or Slily provision container-ifftthis Certificate of incorporation, in the._xnanner now or hem prescribed by statutefaid all rights conferred on stockholders herein arsgranted subject to this. reservation. ARTICLE X CREDITOR COMPROMISE OWARRANGEMEN 4 { Whenever a compromise or arrangement is proposed between this coation and its credif itil t ty class of them and/or between this Corporation and its stockholders or any class of thenn,,any court of equitable jurisdiction within theState of Delaware may,.oa.the application in a sturinatty way of this Corporation or of any creditor or stockholder thereof or on the applicatiatrof any receiver or receivers appointed forethis Corporation under theprovisions of Section 291 of Title 8 of the Delaware Code or on the application of trusteeriii d€&olution or of any receiver` fir receivers appointed for this Corporation_ under the pmvisioni of Section 279 of' Tide 8 of the Delaware Code, order a meeting of the creditors or class of cicdiw and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs If a majority in number representing three -fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all she. swcitholders or class of stockht ldem, of this Corporation, as the case may he, and also on this Corporation. , ` , 1NNYWTTNESS WHEREOF the undersigned.:has°eiecuted this Restated Certificate of tncorporatian on behalf of the:Ci>iporation and does heiedy verify and afsm,, under penalty of prsjiny, thatthis Restated Certifies* of Incorporatiorrisq$e act and deed of the Corporation and that the factistated herein are titer& of November I4(2( ft.• • 1 • S ttnovici lecrr^etary • IT r. ;i.c.-s July 2,2007. CERTIFICATE OF SECRETARY The undersigned, being the duly elected Secretary ofATC Logistics & Electronics, Inc., a Delaware corporation, hereby certifies that the Bylaws to which this Certificate is attached were duly adopted by the Sole Director of said Corporation and are in full force and effect as of • d. • Toseph Satamunovich ATC LOGISTICS & ELECTRONICS, INC. fa Delaware corporation):: BYLAWS ARTICLE I Offices 1.OI' Re�stered Office. ,F The registered office: o(,ATC Logistics & Electronics, Inc. (hY&.,lea a called the "Corporation.") in the State of Deiawane shall be at 160 Gi entiee Drive, Saute 1014Ceiit County, Dover, Delaware, and the name (gibe registered agent iircharge thereof shall beNatianal Registered Agents, Inc. I:011:: Other Offices. The Corporation may also* have an office or offices:at such other place or place* either within or without the State of Delaware, as the Board 4 Directors (hereinafter called the Board) may' f+om time to time' determine or as the business of the Corporation may require. *et ill ARTICLE It ` ; ' r. Meetings of Stockbtot al . . » ,4 • t.0tv' Annuli Meeting=, %Annual meetings of theitockholders of the Corporation for the purpoirofeelecting directors and &r the transactioasof such other proper business as may comebefoni such meetings may be held at such time, dateiitiet place as the Boaietsha1Pdetennine by resolution. 101..- 5oecial Meeting. A special meeting of. the, stockholders for the' transaction of any propabnsiness may be called at any time by the Board or by the President. • 2.03 Place of Mom. All meetings of the stockholders shall be heldtat:sttch places, within_or without the State of Delaware, as may from time: m dme be designatedby the person or persons calling the respective meeting and specified in the respective notices or waivers of notice thereof. 7.,04 Notice of Meeting Except as otherwise required by law, notice of tea meeting of the stoddiolders, whether annual or special, shall be givo_not less than 10 not snore than 60 days befc s tlte'`date of the meeting to each stockholder of rcord entitled to vote at such meeting by defitering a typewntten or printed notice thereof to him'personally, or by depositing such notice:.it?tiited States mail, in a postage prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corporation for such purpose on if he shall not have tltmished to the Secretary his address for such purpose, then at his post office address last known to the Secretary, or by transmitting a notice thereof to him at such address bye :telegraph, cable, or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall have waived such notice and such notice shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, except as a stockholder who shalt attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened Except as otherwise expressly required by law, notice of. any, .adjourned meeting of_the stockholders need not be given if the. time and place thereof are announced at the meeting at which the adjournment is taken. 2.05 °uornm. Except: it the case of any -meeting for the election of directors summarily, ordered as provided by. Iav4 the holders of resold. of a majority in voting :interest of the shares of stack of the Corporation entitled to be voted diciest, present in person or by proxy, shall constitute a quorum for the .. vas of business many meeting of the stockholders of the Corporation of -any adjournment thereof. In the absence: of a quorum at any: meeting or any adjournment thereof, a majority in voting interest of t s:stockholders present in' person or by proxy and entitled to vote thereat or in the absence therefrornof all the stockholders; any officer entitled to preside at, or to act as secretary of, such meeting:may adjourn such meeting from time to time. At any such adjourned . meeting at which a qui is present any business may be transacted wttfelb might have been transacted at the meetingas originally called.`': 2:O6 Voting. - (a}.. ; Each stockholder shrill; at each meeting of t ie stockholders, be entitled to vote in person or .by, proxy each share or fractional share of the -stock of the Corporation having voting rights ;on the auater in question and. which shall have been held by him and registered in his name on thE boobs of the Corporation: YrN . >,.:(i) on the date fixed pursuant to Sectitinc0.05 of these Bylaws as the record datrfor the determination of stockholders entitled to notice of and tv'°vote at such meeting, or (ii) if no such record date shall have: been so fixed, then (ay attthe close of business on the day next preceding the day of which notice of the: meeting shall be given or (b) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shalfiia held. P., • _ :f.3. (bk Shares of its own stock belonging to the Corporation or to another corporation, if a majority of'the shares entitled to vote in the election of directors in such other corporation is held, diroett flr indirectly, by the Corporation, shall neitherbe entitled to vote nor.be,counted for quorumi. purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled tin vote such stock. Persons whose stock is pledgedshall be entitled to vote; miless in the transfer by the pledgor on the books of the Corporation he shall have expressly eitipowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names=oftwo or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or othervvise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware. 2 (c) Any such voting rights may be exercised by the stockholder entitled. thereto in person or by his proxy appointed bran it —Stillman in witting subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however; that no proxy shall be voted`or acted upon after three years from its date unless said proxy shall provide for a longer period.` The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless. he shall in writing so notify the secretary of the meeting prior to the:voting of the proxy. At any meeting of the stockholders all matters, except s:=otherwise providetI S-the Certificate of Incorporation, in these . Bylaws, or by law, shall be decided by the vote oftek majority in voting interest of the stockholders present in person or by proxy and entitled to:.vote thereat and thereon, a quorum being present. The vote at any meeditteithe stockholders ott any question need not be by ballot, unless sffdii cted by the chairmartdf the meeting. On a voteby ballot each ballot -shall be signed by the stockholder voting, or by hieprcxy, if there be sudrpraxy, and it shall state **number of shares voted ` "i4 2.07 List of Stechbrrldes,,..The Secretary of the .Corporation shall prepare and make, at lea* IO de ►sbefore every meeting of stockholders, a complete list of the stockholders entitled to vote . akthe.meeting, arangedr in ; alphabetical ordarr and showing the address of each stockholder anti=the number of shsi+es registered in thene ne. of'each stockholdS., Such list shall be open to the, examination of any, stockholder, for any+ panpoee germane to the meeting, during ordinary tihaifiess hours, for a period of at least 10 dayssprior to the meeting, either at a place with in,dssnityksyher+e the meeting is to he held, which Pleceollall be specified in the notice of the meeting, on if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole timethet+ec. , and may be inspected by any stockholder who is present. :a 2.0 *' •f Jndv.n If at any meeting of the stockholhs a vote by writterc ballot shalt be taken on anyc question, the chairman of such meeting may appoint a judge or judges to act with respect to such ;vote. Each judge so appointed shall first'subscribe an oath faithfcilly to execute the duties of a4udge at such electing with strict impartiality and according to the best of his ability: SfCir judges shall decide upon the qualification of the voters and shall report the number of shares rept-tainted at the meeting and entitled to vott.on such question, shalk. onduct and accept:t a and, when the voting is completed, shall ascertain and report the number of sharesyoted respectively for and against the question. Repots of judges shall..be e is writing and subscribanin ..delivered by them to the Secretary of the Corporation. The judges need not be stockholderaof the Corporation, and any officer of the=. rporation may be a judge on any question other than a vote for or against a proposal in which lie shall have a materiel interest. 2.09 Action Without Meeting Any action x egii red to be taken at.. any. annual or special meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without. prior notice and without a vote, if a consent in wnting, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by 3 less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III Board of Directors 3.01 General Powers. The property, business and affairs of the Corporation shall be managed by the Board. • 3.0 z Number and Tend of ODice. The number of directors of the Corporation shall be one (t)c Directors need not be stockholders. Each. director of the C. Y�....�:.. shall hold office until :his successor shall havtbeen duly elected and shell qualify or until he shall resign or shall have been removed in the mannez.hereinafer provided:,.;.. 3.03 Election of Directors. The directors shall'beelected annually by. the stockholders of the Corpomdon and the persons receiving the greatest' nuthber of votes up to the number of directors* detected, shall be the directors. • 3;044 •Reaienations. Anyrcdirector of the Corporation may resign at any time by giving written notice to the Board or to th&Secretary of thecaporaiion. Any such Sig:anon shall take effect. at ,tMe time specified therein, or, if the time"bra not specified, it shall take effect immediately` upon its receipt; and unless otherwise s$ ail therein, the acceptance of such resignatihnot be necessary to:make it effective. ,7 ,::'R.a.; • 3.05 Vacancies. Except as otherwise provided.in,the Certificate of Incorporation, any vacancjr.>in.th$oard, whether because of death, resignattoaz'disqualification, an increase in the number of dinfaors, or any other came, may be filled *vote of the majority of the remaining directorsadthough less than a quorum. Each director so chosen to fill a vacancy sh:affitiold office until his st or shall have been elected and shall qualify or until he shall resit/tor shall have been removed is the manner hereinafter provided. 3.06- Place of Meet:Lul Etc. The Board may hold any of its meetings at such place or places within orwithout the State of Delaware as the Board•may from time to time-+ resolution designate -brief -hall be designated by the person or persons calling the meeting or in, the notice or a waivet: of notice of any such meeting Directors may 'participate in any regular** special meeting of theBoard by means of conference telephoneetsimilar communications equipment pursuantkiovwhich all persons participating in the meeting'ofthe Board can hear am/lather, and such participation shall constitute presence in person at suclrrneeting. • 3.01 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required. 3.08 It�ge afar Meeting. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the mating is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given. 4 receiving compernation therefor. 3.09 . Sneed Migetina Special meetings of the Board shall be held whenever called by the President or a majority of the authorized number of directors, which meetings shall be held at the time and place either within or without the State of Delaware designated by the person or parsons calling the meeting. Notice.of any such meetingshall be provided to the directors in the mannerraquired by applicable law.., 3.10 gnoru, and Mannerof Acting. Except as -otherwise provided in these Bylaws or by IS,. theta presence of a majority of the authorized. number of directors shall be: required to constitute a quonrm for the transaction of business at any westing of the Board, 4arld111 matters shall be .detidel at any such meeting;' a quorum being: present, by the afinitativve votes of a majority .of the directors present. firthe' absence of a quoururni, a majority of directors -present at any meeting:.nsal► adjourn the same from time to time until a.guonun shall be *sent>. Notice of any adjourned ,meeting need not .be.given. The directors, shall act only as a Beard, and the individual directors shall have no power as such. • • 3.11 Action by Consent. Any action required'or permitted to be taken at any meeting of the Beenkorof any committee thereof may be taken wflhoiit a meeting if it written consent thereto is signed,by all members of the Board or of suc&' omnrittee, as the case maybe, and such written consent:fs filed with the mlttui• ea of proceedings ofthe. trard or committee. . ,,f . 3:12e-,•::: Removal of Directotii.. Subject to , theft <, provisions of the Certificate of Incorporation,..,arry director may be removed at any time, either with or without cause, by the t'd 3 affrmativ voi of the stockhold hiving a majority oflhe voting power of the Corporation given:at a special meeting of the stockholders called for the impose. • 3.13s : / .Qomnensation. The directors shalt receive ' only such compensation for their services as directors as may be allowed by resolution of the Board. The Board triay also provide that thet,Corporation shall reimburse each such director tb? any expense incurred by him on accountefliTittaidance at any meetings of the Board ot CYnmittees of the Boat,. Neither the payment of such compensation nor the reimbursement of stick expenses shalt lie-cbnstnred to preclude"anysdirector from serving the Corporation or itslul sidiaries in any other capacity and 11 3.it4'`' Committees. The Board may, by resolution passed by a majority:of the whole Boas' designate one or more committees, each committeePto consist of one. of more of the directors•'of ttie:Corporation. Any such committee, to the prove reso utton of the Board and` eocept as otherwise limited by law, shall havesid may exercise all the. powers and authority, of the Board in the management of the business and. affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; ' Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting; whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. rartent 'ded in the resolution 5 ARTICLE IV Officers 4.01 Number. The officers of the Corporation•shalt. be a Chief Executive Officer, a President, one, or more Vice Presidents (the number thereof and their respective titles to be determined by the Board), a Secretary sad a Chief Financial -Officer. 4.02 . Election. Tenn of Dicke and Ouslificatiionn The officers of the Corporation, except such officers as may be appointed in accordance with Section 4.03,: shall be elected annually by the hoard at the first meeting thereof held after -the election thereof. Each officer shall holdkoffice until his successonshail have been dulychosen and shall qualify.or unul his resignatiraosremoval in the mannerhereinafter provided. 4.8X' f' Assistants. Agents and Etanloveea. Elk, in addition to the officers -specified in Section 4.01, the Board may appointer other assistants, agents and employees as it„may deem necessary or advisable, including one 'or more Assistanr Secretaries, and one or more Assistant Treasuren1/4,egch of whom shall hold office for such polite have such authority; and perform such duties as the Board may fronteme to time deteniiiiie ^;.,The Board may delegate to any offices S tl dorporation or any F coiitmittee of the Board 'thei power to appoint, remove and tr prescribe the duties of any such assistants, agents or empio%ees:• 4.04 _ Removal!. Any officer. assistant, agent or employee of the Corporation may be removed; wittier without cause,-'aa'any time: (i) in tecase of an officer, assistant, agent or employee appointed by the Board, only by resolution of the Board; and (ii) iii the "case of an officer, assistant, agent or employee, by any officer of theCbipotation or committee-nf the Board upon -whom .orxwhich such power of removal may be conferred by the Board. 4.04 Resit:nations. Any officer or assistant rnayjresign at any time byy"giving written notice'of hl signation to the Board or the Secretary of.the.Corporation Any such resignation shall take effect,* the tirne specified therein, or, if the time be not specified, upon ttxzipt thereof by tha$oarct on the Secretary, as the case may be; and; -unless otherwise specified therein, the acceptance of stech resignation shall not be necessary to make it effective. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other cause, may be filled for the unexpired portion of the tennthe eof in the manner prescribed in these Bylaws for regular appointmeins-ot elections to such office. 4.07 The Chief Executive Officer and the President. The Chief Execmive Officer of the Corporation shall have overall responsibility and authority for administering the affairs of the Corporation and shall supervise and control the management of the Corporation: He shall exercise all of the powers customarily exercised by a chief executive officer of any corporation by whatever name designated unless expressly limited by the Board of DirectonntiluvPresident, if not elected Chief' Executive Officer, shall have such authority and shall perform such dunes as may from time to time be conferred upon him or her by the Board of Directors or the Chief Executive Officer. If the Chief Executive Officer is disabled or otherwise absent, the President shall perform the duties of the Chief Executive Officer. The Chief Executive Officer and the President shall each have authority to sign shares of the, Corporation, any deeds, mortgages, bonds; contracts or other instruments that the Board of Diieeeters has authorized to be signed or which.are in the ordinary course of business of the Corporation. 4.0$..:, The Vice President‘ Each Vice President° shall have such powers and perform such duties as the Board may from -time to time prescribe.. At the request of the President, or in case of the President's absence or inability to act upon the guest of the Board; /Vice President shall perform.the duties of the Presidatt and when so acthtg,,shall have all the powers of, and be subject to all the restrictions upon,ahaPresident. 4.09r The Secretary. Then Secretary shall, ifs present, record the proceedings of all meetings,of th. Board, of the stockholders, and of all committees of which a secretary shall not have been appointed in one or more books provided for that purpose; he shall see tharall notices are duly gitieWirs accordance with:these Bylaws and as required by law; he shalt bEccustodian of the seal of the Corporation and shall affix and attest the soil to all documents to be:executed on behalf of the Corporation under its seek; and, in general, tie shall perform all the duties incident to the ofice`tSecretary and such other duties as may front;time'to time be assigned°to'him by the Board.:, • 4.10 The Chief Financhifoffiter, The Chief fiiiiincial Officer shall have the general care and of the funds and securities of the Corporation, and shall deposit all such funds in the. name P£ the Corporation lu such banks, trust companies or other depositories:as shall be selected SY tffe•Board He shall teecive, and give reeea,tor, moneys due and payable to the Corporation from any source whatsoever. He shall si exercise general ,supervision over expenditures and disbursements made by officers, agentitid employees of the Corporation and the , .,: ,�, �;sof such records and reports in connection ;herewith as may be necessary or desirable.l He shall, in general, perform all other duties incident to the office of .Grief Financial Officcrands r other duties as from time to time may be assigned to him by the Board. 4.11 Compensation. The compensation of the officers of the Coiprir'•attdn shall be fixedrfroitrtittterto time by the Board None of such oMeats shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation Nothing contained:Mae* shall preclude any officer from serving the Corporation, or any"'subsidiary corporation, in any other capacity and receiving such compensation by reason of the fact that he is also .$director of the Corporation. Nothing contained herein shall precludes officer from serving the.Ciporation, or any subsidiary corporation, in` . other capacity and receiving proper compensation therefor. - ARTICLE V Contracts, Checks, Drafts, Bank Accounts, Etc. 5.01 Execution of Contracts. The Board, except as in these Bylawwt otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation 7 by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. 5.02 . Checks. Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other. evidence of indebtedness, issued in the name of or payable to, the Corporation, shall be signed Or endorsed by such person or persons satin such manner as, front time to time, shall be determined by resolutiortet the Board. Each sucltofftcer, assistant, agent or attorney shall give such.bond, if any, as the Boated may require. >: - • 5.0*" Deposits. All funds of the Corporation not otherwise employed shall be deposited from tittue to time to the credit of th et..Corporation irn,such banks, trust companies or other depositories, asp the Board may selects as may be selected b any officer or officers; assistant or assistants, .agent or agents, or attotney4er attorneys of the "Corporation to whom such, power shall have beeitfiklegated by the Boards:: For the purpose of deposit and for the purpose* collection for the account of the Corporation,;.tlae President, any . Vice President or the -,Chief Financial Officer (or any other officer or officers, assistant or aseistants, agent or agents, or attorney or attorneys;ottl* Corporation who shall from time to tine he determined bet ttit Board) may endorse,,. assign: and deliver checks, `crafts" and other order&.fgzt the payment of money which are payable to the older of the Corporation 5.0.40. General and Snead —Tank Accounts,.,The Board may from time to time authorillet erepening and keeping of general and special bark accounts with such;banks, trust companies or-otthe r depositories SOW Board may select o ,as may be selected.by any officer or offices, aisista tt or assistants, agent or agents, or attentdY or attorneys of tiler -Corporation to whom such power shall have been delegated by the Bowie 4The Board may make such special rules-atid*gt ations with respect to such bank accounts, not inconsistent with the provisions of these Bylaryvs, as it may dean expedient. s. ARTICLE VI Shares and Their Transfer 6.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a.ccrtificate or certificates, to be in such form ast eBoard shall prescr1t5eatifying the number and class of shares of the stock of the Corporation owned by him.- The• certificates representittgshares of such stock shall be numbered in thenrder in which they.shali be issued and shalt be,signed in the name of the Corporation by the P esident or a Vice President, and by the Seer iy or an Assistant Secretary or by the Chief Financial Officer etas Assistant Treasurer :. An34 of or all of the signatures on the certificates may be a facsimile. in case any offices, transfer agent or registrar who has signed, or whew -facsimile signature has Jieen placed anysuch certificate shall have ceased to be such officer, transfer .: upon agent or.�egtstrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile•sighaturc shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue A record shall be kept of the respective names of the persons, firms or corporations owning the stock represented by such certificates, the number and class of shares by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the 8 respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall he. cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for inSection 6.04. 6.02 Transfers of Stock Transfers of shares c stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thcrcumto authorized by power of attorney duly executedrand:filed with the Secretary, or with a transfer clerk ora transfer agent appointed as provided in:Seetion 6.03, and upon surrender of the certificate or certificates for such shares properly endorsed:r ad the payment of all tat thereon. The persosr'in whose name shares of stock stand on the boolrsof the Corporation shalt be deemed the owneethcreof for all purposes as'tegards the Corporation Whenever any transfer of shares shall be madeior collateral securityrand not absolutely-, such fact shall be soy expressed in the entry of than! if, when the certificate or certificates shall, be presented to the Corporation for transfer, both the transferor and thei.transferee request the. Corporation to do so• • 6.0" : Rettulations. The Board may make such,.rules and regulations t'it'tray deem expcdieat,,,,not.unconsistent with these3Bylaws, concerningMtb# tissue, transfer andregisttation of c ertifeates for Shares of the stocla of tli4e Corporation.It'rnay appoint, or authorize an officer or officers to appoint, one or more transfer clerks or one oa morC transfer agents and one or more regis ant may require all certificates for stock to..bcnaahe signature or signatures of any of them:..• :,] 414 6.04 Lost, Stolen, •s..,.. pkatroved and Matilated.t::iirITifiiartea. In any case of`Ioss, theft, destruction or Mutilation of any certificate of stock, another may be issued in its,place upon proof of sucltiIOW theft, destruction or mutilation and upon the giving of a bond of indemnity to the such form and in such sum as the Board'ii* direct; provided, -however, that a .m new cettificateay be issued without requiring any bond when, in the judgment`of the Board it is proper so to do. 6iiIS '.;" Ffsing Data for Determination of Stoctt6t den of Record. In order that the Corporation mi y determine the stockholders entitled id' notice of or to vote at any.meeting of stocltholdutoraany adjournment thereof, or to express consent to corporate aetion`in writing without a meeting, or entitled to receive payment of "bn? ' dividend or other distribution or allotmeitfeof any rights, or entitled to exercise any righto in respect of any other change, conversion,orexchange of stock or for the purpose of atilt* lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such rmceting, nor mom than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other thariltiotice of or voting.* *meeting of stockholders or expressing consent to corporate action without a meeting the Board shall not fix such a record date, the record date for determining stockholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. 9 ARTICLE VII Indemnification •.. 7.01 Action. Etc.. Other Than by or in the Right of the Corporation, The Corporation.*II indemnify any person who was or is a party.or is threatened to bemade a party to any threatened, pending or completed action, suit or- proceeding, whether civil, criminal, administrative cc investigative (other than an action by.: orin the right of the Corporation) by reason -of the feet that he is or was&du+ector, officer, employee or agent of the Corporation, or is or was serving at the request of; thew Corporation as a director, officer, employee agent of another ' corporation, partnership; . joint venture, trust or., other enterprise, against expenses (including€vattorneys' fees), judo%.fines and amounts paid in settlement actually and ressonablyininared by him in connection with such action,- suit or proceeding if he acted in good faith and. in. s. manner he reasonably )relieved to be in oc n a, opposed to the best interests of the Corporation, anti with respect to aycrirninal action or'proceeding, had no reasonable cause to believe hid conduct was uniawfult.. ,The termination .et any action, suit or; proceeding by judgment, order; settlement, conviction, or upon a plea of noire contenders or its equivalent, shall not, of itself; Lr ate a presumption that,:ihe person did not: act_ in good faith and m `a' titi finer which he reasonablyebe eved to be in or *opposed to the bestinterests of the Corporation, and, with respect to any criminal action oaproeeeding, that he. h i xe onable cause tekbelieve that his •conduct was tnaawful. '..Actions. Ete.. by or. -id the Rig it *this Cgrnoratiog. The Corporation shall indemnify: any person who was or hitt-Party or is U reateined 16 be made a party: to any, threatened, pending oxeoniipleted action or suit by or in the right of thaebrporation to prolate a judgment in its favor by reason of the fact that he is or was a direto officer, employee or _agent of the Corportitibriiiiis or was serving at the request of the Corporation as a director, oldest, employee or agentyfe another corporation, partnership, joint venture, trust or other enterprise against expenses.(}u4luding attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted. in good faith and Mt, a_manner he reasonably believed to be in or not opposed to the bestintei*sts of the Corporation,' except that no inderi"u °"`'on shall be made in respect of any claim, issue or matter as to which such person shall have been&adjudged to be liable for negligence or misconduct in the performane;.of his duty to theCorporation unless and only to the extent that the=.Couit of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability:btf€s:ia.view of all the circumstances of the Se, such person is fairly and'*reasonably entitled *indeinnity for such expenses which the Couti..of _Chancery or such other court shall deem proper. 7.03 Determination of Right of Indemnifiadb* Any indemnification .under Section 7.01 Orr 7 02 (unless ordered by a court) shall be made by the Corporation only: as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has rnet the applicable standard orconduct set forth in Section 7.01 and 7.02. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested I directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. 7.04 Indemnification Aggjpt Expenses of Successful Party, Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful oat merits or otherwise in defense of any action, suit or proceeding referred to in Section 7:01 or 7.02, or in defense of any claim, issue Or matter therein, he shall be, indemnified against expanses (including' attorneys' fees) actually afd reasonably incurred, by him in connection therewith. 7.or !maid raid Expeesserry Expenses incurred by an officer or director in. defending a civil or<-csimiinak action, suit or proceeding may be paid by the.Corporation in advance'of the final disposition of such action, suit or proceeding as authorizeuithe Board in the specifticase upon receipt of an uiidertaking by or owbehalf of the director or officer to repay such amount unless it shall ultimately,i be determined that., he is entitled to be indemnified by the. Corporation as authorized in this Article. Such w .r ,..... incurred by oticr employees and agents may be so paid upon such tents and conditions, if any., as the Board deerris4propriate• . :1 other Rigs anditamiedies. The indemnifiidon provided by, this Article shall not be deemeckexclusive of any other rights to whicdr, lucre ,seeking indemnification may be entitle& under` any Bylaws, agreeniint, vote of stockholders or disinterested directors or otherwise,, bgtb.. as to action in his official capacity and as 6o action in another, capacity while holdif g such office and shall co ttibue as to a person Wriiias ceased to be a director, officer, employee Or agent and shall inure to the benefit of the heirs, executors and admiiiistratbrs of such a person. If 7.oi.ry Insurance; Upon resolution passed by the Beard, the Corporatron;may purchase and maintain insurance on behalf of any person who is or -was a director, officer, employee or agent of the Corporation, or is or was serving at the recprest of the Corporatian'as a director, officer, employee or agent of another corporation, partnership, joint venture` trust or other eriterprise'agrniiist any liability asserted against him and ideated by him in any' such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify hi1nagainst such liability under the provisions of this Article. 7:0&.„ Coasdtuent Cornoratjo For the purpOeis of this Article, references to "the CorporadoxC:include all constituent corporations absorbS-ia a consolidation or merger as well as the resulting or surviving corporation, so that any peieda who is or was a director, officer, employees oragent of such a constituent corporation or is or, was serving at the request of such constituent corporation as a director, officer, employee or agent of another' corporation, partnership, joint venture, trust or other enterprise shall stand in the same `: positron under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. 7.09 Other Enterprises. Fines and Serving at Coroorratioa's Rearrest, For purposes of this Article, references to "other enterprises" shall include emiptoyee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee 11 benefit plate and references to "serving at the request of the Corporation" shalt include any service as a director, officer, employee art agent of the Corporation which imposes duties on, or involves services by, such director,- officer, employee, or agent with respect. toc an. employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner- he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deerned to have acted in a manner "not opposed: to the best interests of the Corporation" as referred to in this Article. 4 - ARTICLE VIII Yry `: Miscellaneous 8.61 - Waiver: of Notices? Whenever notice is requited to be given by these`Bylaws or the Certificate_ of Incorporation or. bylaw, the person entiile& to said notice° maj Waive such notice in writing, either before or affect time stated there* and such waiver shiIfbe deemed equivalent to notice. to Amendments. These Bylaws, or any „ahem, may be altei+ecly'..arhended or repeaied,,aad.new Bylaws may be made, (i) by the Boat_by,.vote of a majority. ofthe number of directors then in office as direetorsj acting at anji Meeting of the Boars#;.-.or,,(ii) by the stockholders, many annual meeting. of stockholders, vvitlrntrtrprevious notice, or at any special meetineOfttockholders, provided that notiee of such proposed amendment, modification, repeal or adoadoptionrikgiven in the notice .o(4 special meeting„ aa Bylaws made et altered by the stockholders may be altered or repeater( by either the BoardwoS.the stockholdersstk.,, • • 12 • EXHIBIT "D" �RT Wonn Economic Development Incentive Application Housing and Economic Development 1000 Throckmorton Street. Fort. Worth, Texas 76102 (817) 392-7540 incentive Application 1, COMPANY INFORMATION Company Name: AT Industrfal.Owner 3 LLC and AT Industrial Owner-4 LLC o/o Hiiwood Alltan0e Serviaea, LLC. Company Address:- 13600 Heriteae Parkway. Suite 200 city F1. Worth State.: 7 K Zip; 76177 •Contact Parson: SteveAldrich lltle/Position; Vibe President Telephone Number. 817.224 8084 Mobile: Telephone Number: 214.688A700 Fax,Number:. E-Mail Address: steve.aldrich@ltitttwood.coin Company Ownership (check one): r Pubtic Traded Stock r Privately Held Form of SuainesS (choose one): Corpoitiiticn. How•long'has the company been in operation (Years)? 20, 4(Kil+ru.4 bn krill w,ef $S.W) ;rketatitortel, Describe the company principel business (attacWmdditional sheets as necessary);. claimers t4v+scd b Ais4i NA innfgalW4..bl010411V4 Asssiy Owned bytiPMorgan and professionally managed by HUlwood Propertles.wtth more than two.decades of development experience . killwood hat developed one of the most Successful -large scale master-pl*need communities In North America. Affiance Texas is.e 1 /,000 acre development that has become home to 290 of the nartion`s deeding :employers, Including more than 50 from the Fortune 500, Global 500 or Forbes.tlst of Ttop Privet* flails. tnekee;Ss. of 32 rmlii in uare feet has been developed. which has generated more than 30,000 jobs. Oat& Sep 6; 2012: • 2. PROJECT INFORMATION For reel estate projects, please include below .the project concept, project benefits and how the protect relate* to besting: community plane. A real estate project is one that involves the construction or renovation btreal propertytisityilit:be elthar:for lease or for sale. Any iacenliives given by the Clty should be. considered only 'qap `fi►rsfcing_ erkt should trot be conddeted a Substitute for debt end equlty. However, the. City is under no obligation to. proifide gap financing just because: a Imp .exists: itt orderr.far p property: owner/developer to be eligible to receive. incenllvea and/or tax abatement for a project, tine, property ownerldeveiopeit A, Must complete and submit This application end the application fee, to the co: 8. .Owner/developer or owner/developer's principals must not be delinquent fir paying property taxes .for anyproperfy owned In Fort Worth; C. Owner/developer or owner/developer's principals must not _have-_ ever beets subject to the. City of Fort Worthy* Building Standards Commission's RevMerr;; D. Owner/developer or ownerldeveloper's principals must not have any .City of Fort Worth liens fifes' against any other property owned by the applicant property owner/developer 'tens° +n4fudtng; but trot limited to, weed liens, demolition liens, beard-up/open-structure liens and pavinglien& For business expansions projects, please include below 'Services provided or products inanufactiued, major customers: and locations, eta For business expansion. project Involving the purchase and/or construction of real-estate; please answer ell that apply. Type of Project.(choose one): Gornrnercial/lndustrial Describe the company's plans for expanding or locating in Fort Worth (`attach additional sheets,as necessaryy GENCO is the nation's 2nd largest 3PL provider with 130 locations throughout the US and Canada and 38-.mdiion square feet of space under. root, GENCO ATCLE. operstiont are within Alliance Business Park within three separate.leased buildings. in order to Paccommodate current customer demand and future capacity" the Company_ Sedate -expand -which. necessitates modification to existing space and capital investment: R,awii-aaiS.. 1 r' , . *withitinkittar 4i .1... , *Ire— Page 2 of 5 Describe the specific operations to be performed at the proposed Fort Worth facility (attach additional sheets as:necessary): • µt!j be. Auk r: 4 Improvementsiffbr the• benefit of its tenant GENCO ATCLE which 1§'pertOf GEWCia's PradUct Lifecyde i agtstivs for the technology industry, Include final product canflgurfitlort, warehousing, ertd diabiblMon�`�erStt logistiic°, test repair and refurbishment, elec c tliquidation and a -waste recycling. 106ote opwsdi ni- • Area (Square Peet) Requirements: (a) Office (b) Manufacturing (c)Warehouse .9,e69- 9 bat V/ (d) Showroom/Retail (e) Other Tolal Area (a+b+c+d+e): 9439669. 9to le y ' Is the company expanding its existing local operations cr relocating its operafions from somewhere sisa•!o our area? {araepeaster gatosA r" Relocation If relocation, where is -the company currently located? Dons the company plan to lease or own the facility. in Port.Worth? (T Lease r`°emn if the company is planning to lease spee.1n Fort Werth, what is -the lease term? 8 years/RO oft4tt cs f) Will the -facility t?e built or does-the:facilittaiready exist? r New 17 Existing If the company reoccupying an existing fadlity, whatis the address? 5201 Alliance Gateway/WOO & 13500 Ind: PKWY . ice VY,i NCR,.j i„ ..,., ..5Mat Ib tgire tacrflty :feralib Usd abew . i.,p+ts 1w.;.,i, wee „2•00-eite$'-4.111 If the Company is constructing a new facility, what is the anticipated date for • .. entetctrrstrtrstiott7 Anticipated date for company to move into the facility Development re q{igstsxhat will be s • . (' Replat r RezOnrng r Varian lfyes, please describe: wntown Design Review Board C Zoning•i. • the project (select ail that m; Requested Zoning: Real Estate Development 9. Current.Assessed Valuation of Land $ 7,684,637 TotgiSize.of Project: AsGMs '- SP I q69, 547 t' t-- I1.I i'34.,1.14..,L..,. 9o5$ .$ hopor Page 3of 5 improvements $ 27,14Q 44O. t . Personal Property Cost of equipment, machine 2. Inventory and S Value •=ntory: $ c J. s ....,li4.. '*%D ts»ncnj iuli Ishing, eta.; $ ' r Lease (7 Purchase. Value of Supplies: $ !. in:, r 1 From Development 1. How many persons are currently employed? 2, WAS percent of current employees above are Fort Worth residents? qlr. 3: What percent of current employees above are Central. City tesidents? qb. 4. Please complete the following table for new Jobs to be created from diiedt hire by aPPlicariP FirstYear By Rfth'?ear sy Ten .Year.: [.ess.TItteets' 9b of. Net Jabs lobe Med . by Fort 1t%Kh Residents * If any employees will. betransferring, please d be from where they will be'transferring: aeltattiteMISZIN Please attectt a description of the jobs to be • = eted, tasks to be performed for each and wage rate for each classification. 5. Does the company provide thefotl ng benefits: r Retirement r Health r motet r Domestic Partner 6. Average wage paid to employ =s to be located at Fort Worth. facility: $ * 4. INCENTIVES REQUEST "Incentive(s) Requeste Y •. r Tax Abatement r Chapter 380 Economic Devetoprrient Program Grant Do you Intend to pu'-ue abatement of County taxes? r Yes r Ito What level of a ' - tement wilt you request Years? 10 - Percentage?70 a!a 5. LOCAL • MMITMENTS Construction percent (Atha construction costs desoribed:under Real Estate Development wIlt.be conirrmitteddlo: Fort Worth businesses? F:;t �...-s:;I; ICI ; 1444v l;y . ,.J rdontert66uei,.easC'1 'rprisn'? , Page 4 of 5 Regarding disasttonery suneIv Erg service :. •,= :: i:.:. (i.e landscaping, office or manufacturing suppti$s, J*nftdrta3 services, eta.): 1. What is. the annual amount of • 'onary supply and service expenses? $ 2. What percentage will b mated to Fort Worth businesses? % 3 What percenta r = be committed to Fort Worth Certified Minority and Women Business Enterprises? % DISCLOSU r $ It any n.or flrm receiving. any form of compensation, commission or other monetary benefit bested on the level of 1 ritive obtained by the applicant from the City of Fort Worth? if yes, please explain, andlot• attach details. These documents roust be submitted with the application, otherwise the, application wiii•be deemed lncomplete'and.will not be reviewed: A.t,t. 1104s ib K ?iz vt Dan Arse iiparttattelri'l g•F 6S(o Alt a.) Attach a site plan of the prefect.. b.j Explain why incentives Bret necessary. for the success of this prefect. tndlude e.busirress pmrftxmat t other .documentation to substantiate yourrequeat. c.) Describe.any environmental impacts associated with this project. d.) Describe the infrastructure improvements (water, sewer, streets etc•)thatwiti be constructed -as part;of this project. of Describe any direct benefits to 'thbCity of Fort worth es it, mutt of this project. f.) Attach a legal description or surveyors_ Certified metes and bounds detiaription.. g}Attach a copyof the most recent property tax stdtemfht frorh the appropriate epptatssl disttiCt frit ail parcels involved In the prefect, h.) Attach a description of the:Jobs to be created (technician, engineer; manager, etc.); .tasks to be perfbMteri tot• each, and wage rate for each:classification.. i.) Attach a brief description of the employee benefit package(s) offered (Le health -insurance, retirement, pubtid transportation assistance, day care provisions, etc.) including portion paid by empioyee.and employer respectively. J.) Attach a ptan.for the -utilization effort Worth Certified MIWBE companies k ) Attach. a. listing of the applicant's Board -of birector's;11 appllcab}e: I.) Attach a -copy of Incorporation Papers noting all principals, partners,_ and agente:arideli Fort Wartltptopertleb owned by each. 04;4 ma* #1 tit t hIurMC. The company is responsible for paying $5,000 as an application. fe : if the application. is .withdrawn Were the project: is presented to City. Council in Executive session, the fee is refunded. Upon presentation to.: CitY .Crouneit in;t' pem: *ession. . $2,000 is non-refundebie and it applied .tb offset :costs inCisted by the Housing and Econanid b'eiheltsprnant`Depwtinitin Upon eppravat by City Council, the balance of $3,000 can be credited towards required buildt>sg Periniter.friePeidientfeeev. replotting fees,, and other costs of doing, business with the City related to the deVelOnniertt• Aby:untittidCratlitheferiettipOrt completion of the project will be refunded upon request from the company. On behalf Of the applicant, i Certify the information contained in this. applicationto belittle and Correct. d,,. fhi..ta1y i:hoop hews d_w wu,.u.0 U.,1.Wtuv0.P 11,,j: ,� sit �;i .. ,, .1.i iestraiti''Ofa' • d .r;;. X „late"t1 ateinr:•E - Printed Name: Signatures Page,5 of 5 Title: Date: Fee Owner is submitting this Application as an accommodation to, and at the request of, Genco/ATC. Accordingly, notwithstanding anything to the contrary herein, in no event shall Fee Owner be responsible for any damages, clawbacks, penalties or interest in connection with any default under any tax abatement agreement with Genco/ATC. FEE OWNER: AT INDUSTRIAL OWNER 3 LLC, a Delaware limited liability company By: AT Industrial Owner Acquisition LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N A., its sole member By JPMorgan Chase Bank, N.A., its trustee AT INDUSTRIAL OWNER 4 LLC, a Delaware limited liability company By: AT Industrial Owner Acquisition LLC, a Delaware limited liability company, its sole member By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N A., its sole member By JPMorgan Chase Bank, N.A. its trustee By: Name: Title: t 76135 • i 1 761 • 76127 Legend CD C) Zip Codes Central City Boundary CDBG Eligible Area City Limit —17605 7616 7 109 76123 7i036 i f 6262 _ r 76028 76248 76148 76182 FORT WORTH Housing and Economic Development CDBG Eligible Areas & Central City 76053 76016 Exhibit "E" 76092 t6O51 76021 76022 76012 76015 76017 7601 76001 760 Updated 08/09/2011 Description of Real Property Improvements EXHIBIT "F" Landlord provided Tenant Improvements to GENCO ATC LE AT Industrial Owner 3 and AT Industrial Owner 4, LLC Alliance Business Park 13500 Independence Parkway (Gateway 19) and 13550 Independence Parkway (Gateway 5) Landlord will provide a tenant improvement allowance for the addition and/or refurbishment or construction of office and parking modifications of up to $950,000 at Gateway 5 and up to $350,000 at Gateway 19. The allowance shall be used to cover the following: • • • • • Employee entrance in the middle of the Gateway 5 building Office expansion of approximately 10 offices at the Gateway 5 Building Paving of approximately 100 employee parking spaces at the Gateway 5 building Replacement of any HVAC units that are at the end of the units useful life Up to a total of $100,000 of discretional tenant improvements at Gateway 5 or Gateway 19. 5201 Alliance Gateway Freeway (Gateway 31) Landlord is providing tenant a construction allowance not to exceed $570,000 for HVAC replacement work for units that exceed their useful life by 12/31/2013 and $270,558 for a lighting retrofit to replace existing lighting throughout the facility with T-5 or T-8 which will help gain operational efficiencies.