HomeMy WebLinkAboutContract 45247 SECRSTARY 0 C1�Y
COWRACT N 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 3 LLC, a
Delaware limited liability company ("ATY'); 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 and Ordinance No. 20445-10-2012 establishing Tax Abatement
Reinvestment Zone No. 85 (the "Zones").
D. Company leases property at 13550 Independence Parkway, which is located
within Tax Abatement Reinvestment Zone No. 84, City of Fort Worth, Texas, and 5201
Alliance Gateway, which is located within Tax,Abatement Reinvestment Zone No. 85, City
of Fort Worth, Texas, both of which are more specifically described in Exhibit "A",
attached hereto and hereby made a part of this Agreement for all purposes. These parcels
are owned by AT3 (collectively, the "AT3 Parcels"). Company also leases property at
13 500 Independence Parkway, which is located within Tax Abatement Reinvestment Zone
No. 845 and which is more specifically described in Exhibit "B", attached hereto and
hereby made a part of this Agreement for all purposes. This parcel is owned by AT
Industrial Owner 4 LLC, a Delaware limited liability company (the "AT4 Parcel").
OFFICIAL RECORD DI -72 P 7 L, :4 7 IN
Page t
Tax Abatement Agreement between CITY SECRETARY
City of Fort Worth;AT Industrial Owner 3 LL anc.T SIM%�ectr nics,Inc.
M
E. Company provides logistics and reverse logistics services from various
locations in North America, including approximately 1,000,000 square feet of industrial
space collectively on the AT3 Parcels and the AT4 Parcel. 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 AT3 Parcels and the AT4
Parcel, 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 AT3 Parcels and the AT4
Parcel, 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 AT3 submitted also an application for tax
abatement to -the City relating to Company's plans for development of the AT3 Parcels
and the AT4 Parcel, 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 AT3 Parcels and the AT4 Parcel and the terms
of this Agreement are consistent with encouraging development of the Zones and
generating economic development and increased employment opportunities in the City, in
accordance with the purposes for creation of the Zones, and are in compliance with the
Policy, the Ordinance and other applicable laws, ordinances, rules and regulations.
He The provisions of this Agreement, and the proposed use of the AT3 Parcels
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.
1. 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 AT3 Parcels.
L. The City, AT Industrial Owner 4 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 AT4 Parcel in return for construction of a
portion of the Required Improvements on the AT4 Parcel (the "AT4 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 3 LLC;and ATC Logistics&Electronics,Inc.
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 AT3 Parcels o._„ ly, 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 (1 0th) 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 Parcels has the meaning ascribed to it in Recital D.
AT4 means AT Industrial Owner 4 LLC, a Delaware limited liability company.
AT4 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 3 LLC;and ATC Logistics&Electronics,Inc.
Central Ci ty E m to ment 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 ComiDletion 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 Term 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 (10th) 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.
Fort Worth Certified M/WBE Company means a minority or woman-owned
business that has received certification as either a minority business enterprise (MBE), a
Page 4
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
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 Percen e 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 SyendinLy 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
AT3 Parcels or the AT4 Parcel for at least forty (40) hours per week.
Leeal 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.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.9.
Page 5
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
M/WBE Suppl-v and Service Percents a has the meaning ascribed to it in
Section 6.1.8.
New Taxable Tangible Personal Prod„erty 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.
Ordinance has-the meaning ascribed to it in Recital C.
Overall Construction Percents a has the meaning ascribed to it in Section 6.1.1.
,Overall Employment Commitment has the meaning ascribed to it in Section
4.5.
Overall Em to meat 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.
Polie has the meaning ascribed to it in Recital A.
Records has the meaning ascribed to it in Section 4.12.
Required Improvements means the expansion and modernization of the
improvements on both the AT3 Parcels and the AT4 Parcel, 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 AT3 Parcels
and the AT4 Parcel and any improvements thereon, excluding utility service costs.
Term has the meaning ascribed to it in Section 3.
Zone has the meaning ascribed to it in Recital C.
Page 6
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
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, AT3 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 AT3 Parcels
and the AT4 Parcel 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
AT3 nor AT4 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 AT3 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 AT3 Parcels and the AT4 Parcel 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
Personal Property Commitment"). The Phase II Personal Property Commitment
is an obligation of Company only, and neither AT3 nor AT4 shall have any
Page 7
Tax Abatement Agreement between
City of Fort worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
responsibility to ensure that the Phase I1 Personal Property Commitment is met.
Notwithstanding anything to the contrary herein, if the Phase 11 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 Spendinp.Commitment for Fort Worth Companies.
By the Completion Date, AT3 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, AT3 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 AT3 Parcels and the
AT4 Parcel, as follows (the "overall Employment Commitment"). The Overall
Employment Commitment is an obligation of Company only, and neither AT3 nor
AT4 shall have any responsibility to ensure that the Overall Employment
Commitment is met.
Page S
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
4.5.1. Between January 1 followinz 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 AT3 Parcels and the AT4 Parcel.
4.5.2. ,After December 31,201_5..
From January 1, 2416 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 AT3 Parcels and
the AT4 Parcel.
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 AT3 Parcels and the AT4 Parcel, as follows (the "Fort Worth
Employment Commitment"). The Fort Worth Employment Commitment is an
obligation of Company only, and neither AT3 nor AT4 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
AT3 Parcels and the AT4 Parcel or (ii) thirty-five percent (35%) of all
Full-time Jobs on the AT3 Parcels and the AT4 Parcel, 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 AT3 Parcels and the AT4 Parcel or (1i) thirty-five percent
(35%) of all Full-time Jobs on the AT3 Parcels and the AT4 Parcel,
regardless of the total number of such Full-time Jobs.
4.6.3. Counts Toward Overall Emplovment Commitment.
Page 9
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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 Employ ment 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 AT3 Parcels and the AT4 Parcel, as follows (the "Central
City Employment Commitment"). The Central City Employment Commitment
is an obligation of Company only, and neither AT3 nor AT4 shall have any
responsibility to ensure that the Central City Employment Commitment is met.
4.7.1. Between JanuaEy 1 followine 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
AT3 Parcels and the AT4 Parcel or (ii) thirty percent (30%) of all Full-
time Jobs on the AT3 Parcels and the AT4 Parcel, 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 AT3 Parcels and the AT4 Parcel or (ii) thirty percent (30%) of
all FL111-time Jobs on the AT3 Parcels and the AT4 Parcel, 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
Commitment outlined in Section 4.5 and the Fort Worth Employment
Commitment outlined in Section 4.6.
4.8. Annual Supply and Service Spending Commitment for Fort Worth
Companies.
Page 14
Tax Abatement Agreement between
City of Fort Worth;AT industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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 AT3 nor AT4 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 Cony anies.
Beginning in the first full calendar year following the year in which the
i
Completion Date occurs, and n each year thereafter during the Compliance
Auditing Term, Company hereby commits to expend with Fort 'North 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
AT3 nor AT4 shall have any responsibility to ensure that the M/WBE Supply and
Service Spending Commitment is met.
4.10. Reports and Fili�.
4.10.1. Construction Spending Resorts.
4.1 0.1.1. 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
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*
Page I I
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
Within sixty (.G0) 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 Emplovment 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 Tenn, 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 AT3 Parcels and the AT4 Parcel, 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 Spendina Report.
On or before February I 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
Page 12
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
such year with Fort North 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. Innmections.
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 AT3 Parcels
and the AT4 Parcel, 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
AT3 Parcels and the AT4 Parcel 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 AT3 Parcels, the AT4 Parcel 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 AT3 Parcels.
The AT3 Parcels 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 Zones.
4.14. Abatement Application Fee.
Page 13
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
The City acknowledges receipt in accordance with the policy of the
required Application fee of Five Thousand Dollars ($5,000.00). Of such amount,
Two Thousand Dollars ($2,000.40) is nonrefundable and shall be used by the City
for the purposes set forth in the Policy. If construction work on the Required
Improvements begins within one (1) year from the date of the Application, the
remaining Three "Thousand Dollars ($3,000.00) of such fee shall be credited to
AT3's or Company's benefit, as the case may be, against any permit, impact,
inspection or other lawful fee required by the City in connection with the
Required Improvements. If construction work for the Required Improvements
does not begin within one (1) year from the date of the Application, Company
will not receive a credit or refund of any portion of the fee.
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 AT3 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
AT3 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)
AT3 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 AT3 Parcels and the AT4
Parcel 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
such Parcels at that time and reflected in the certified appraisal roll received by
Page 14
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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 Arr3 Parcels o 1 , 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 Re uired LWrovements. (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 Spendina(Up to 5% .
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 North 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 Spendina LUP to 5%).
Page 15
Tax Abatement Agreement between
City of Fort worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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 "MIWBE 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 Em to ment U 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 AT3 Parcels and the AT4 Parcel 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
AT3 Parcels and the AT4 Parcel, the Overall Employment Percentage for
the following year would be 11.25% instead of 15% (or .15 x
[1,380/1,8401),, 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 Employment (Up to to%).
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 AT3 Parcels and the AT4 Parcel to Fort Worth
Residents in the previous year by the number of Full-time Jobs
constituting the Fort Worth Employment Commitment in that year, as set
P age 16
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
forth in Section 4.6. For example, if Company provides and fills 2,000
Full-time Jobs collectively on the AT3 Parcels and the AT4 Parcel 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
AT3 Parcels and the AT4 Parcel 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 [5951700]), 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 Ci Em to ment fUp to 10%).
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 AT3 Parcels and the AT4 Parcel 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 Su and Service Spending, U p 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 North Supply and Service Spending Commitment for each year is
$5005000.00. If only $400,000.00 in Supply and Service Expenditures
were made with Fort Worth Companies in a previous calendar year, the
Fort Worth Supply and Service Percentage for 'the following year would
be 4% instead of 5% (or .05 x [$400,0001$500,000], or .05 x .80, or .04).
If the Fort Worth Supply and Spending Commitment is met or exceeded in
Page 17
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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 Su 1 and Service S endin U to 5%).
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 Prro ert_y 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.
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
Page 18
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
Agreement and the A"1`4 Abatement Agreement in any given year of the
Abatement 'ferm cannot be based on the value of New Taxable Tangible Personal
Property located collectively on the AT3 Parcels and the AT4 Parcel in excess of
Twenty-Six Million "rwo 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 AT3 Parcels and
the AT4 Parcel exceeds (i) the aggregate value of New Taxable Tangible Personal
Property located collectively on the AT3 Parcels and the AT4 Parcel 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 AT4 Abatement Agreement shall be
capped and calculated, in an equitable planner 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 AT3 Parcels and
the AT4 Parcel 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 AT4 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 11 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
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.
Page 19
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
Notwithstanding anything to the contrary herein, if(i) AT3 and Company
faded 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 ($7,000,400.00) was not in place
collectively on the AT3 Parcels and the AT4 Parcel 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 AT4 Abatement Agreement.
This Agreement shall terminate automatically upon the effectiveness of
any lawful termination of-the AT4 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.0
Section 1324a(f) (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
annum based on the amount ofAbatement 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
Page 20
'rax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
to and exercised by Company, Company shall repay, within one hundred
twenty (120) calendar clays following receipt of written demand front the
City, the aggregate amount of Abatement received by Company
hereunder, if any,plus Simple Interest at a rate of four percent (49,6')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 $1 0,000 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 Pay Taxes; Non-compliance with-Lelial Re uirements;
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 AT3 Parcels. 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
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.
Page 21
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
Company acknowledges and agrees that termination of this Agreement
clue to an Event of Default by Company will (i) harm the City's economic
development and redevelopment efforts on the AT3 Parcels and in the vicinity of
the AT3 Parcels; (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
312.205(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 AT3 Parcels and the AT4 Parcel 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).
S. 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 AT3 Parcels 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,
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.
Page 22
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
COMPANY
, A T NO COST TO THE CITY, A T3 OR A T4, A GREES TO
DEFEND, INDEMNIFY AND HOLD THE CITY, A T3 AND A T4 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
PROPER TY DAMA GE OR L OSS (INCL UDING 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 (ii)ANY NEGLIGENT ACT
OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS
OFFICERS, AGENTS, ASSO CIA TES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE REQUIRED
IMPROVEMENTS; THE A T3 PARCELS AND THE AT 4 PARCEL AND ANY
OPERA TI DNS AND A CTI VI TIES THEREON; DR THE PERFORMANCE OR
NUN-PERFORMANCE OF THIS AGREEMENT O TITER WISE. THIS SECTION
SHALL S UIT VI VE 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: Company:
City of Fort.Worth ATC Logistic & El ctro 'cs, Inc.
City g
Attn: Manager Attn: Aton
1000 Throckmorton ,,,'- '
Fort Worth,TX 76102 IbLU t
with copies to:
the City Attorney and
Housing/Economic Development Dept.
Director at the same address
AT3 OR AT 4:
AT Industrial Owner 3 LLC
AT Industrial Owner 4 LLC I OFFICIAL REC�RC�
c/o Hillwood Alliance Services,LLC CITY SECRETARY
13600 Heritage Parkway, Suite 200 FT. WORTH, TX
Fort North, TX 76 177
Page 23
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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
NY I -K 150
270 Park Avenue, 7th Floor
New York, NY 10017
.Attention: Dan Minkoff
12. EFFECT OF SALE OF AT3 PARCEL AND/OR REQUIRED
IMPROVEMENTS; ASSIGNMENT AND SUCCESSORS.
AT3 may assign this Agreement without the consent of the City Council,
provided that AT3 shall give written notice to the City of the name and contact
information for AT3'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 AT3 Parcels 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 AT3
Parcels 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
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.
Page 24
Tax Abatement Agreement between
City of Fort worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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
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.
Page 25
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
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, AT3 and Company as to the platters 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.
Neither the AT3 Parcels 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
Page 26
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
($1,000,040.04) in Construction Casts 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 A"I'4 Parcel or A`I"3 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 MAJEURRE.
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, clawback.s, 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 3 LLC;and ATC Logistics&Electronics,Inc.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: /49/`S I
A y0 e
APPROVED AS TO FORM AND LEGALITY:
miaj J. Kayser, City So
Peter Vak 'Q� �►or 00000
Deputy City Attorney °001
Q O F�
a 0%
M&C: 025913 10-09-•12 0 �
0 0° 91
0
*000 a 0 ,y
o ao
STATE OF TEXAS
COLTNTY OF TARRANT §
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 day of
t-14PI 2012.
�4otary Public in and for
the State of Texas •''"Y'cAn I Z�4 S y, •• . ,,� EVONIA DANIELS
(:,'v 1)n i A, *= * MY�pMMISSION EXPIRE
: •
�: • : Juiy 10,2013
Notary's Printed Name :O
OFFICIAL RECORD
Page 28
Tax Abatement Agreement between CITY SECRETARY
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc. FT. WORTH,TX
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., not
individually, but solely in its
capacity as trustee
By: 4.� JX44-
Title: a Gov
Date: 11-1Z21 n,
STATE OF §
COUNTY OF (A j B §
1A A LI;L, rj I d Lc&BEFORE ME,the undersigned authority, on this day personally appeared
++ ___ 111 U ett� l D 'F of AT INDUSTRIAL OWNER
3 LLC,a Delaware limited liabiliy 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 3 LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
A D_��.135 da y of 0 f-C�p �-�, , 2012.
Notary Public in and for
the State of ANA P. M I NKOFF
NOTARY PUBLIC OF NEW JERSEY
My Commission Expjres 9/16/2016
N otarv's Printed Name
v
0FFICIAL RECORD
Page 29 CITY SECRETARY
Tax Abatement Agreement between FTv WORTH, TX
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
ATC LOGISTICS & ELECTRONICS, INC.,
a Delaware corporation:
By
N e:
Title: „
Date: I
STATE OF
COUNTY O VA
BEF RE NAE,the under i ne authority, on this day personally appeared
r- fiwul--e of ATC LOGISTICS &
ELECTRO CS, 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.
IVEN UNDER M HAND AND SEAL OF OFFICE this
00" day of , 2012.
A I
\M'11 Vu v Q..�
Notary u ri 'n �-folr
the State o
Notary's k4ted Name
sr' U�.,,, HOLLY JEAN STOVER
��°''• ••rte`'= Notary Public,State of Texas
�;• +�, My Comrnission Expires
June 09, 2014
fill
OFFICIAL RECORD
CITY SECRETARY
FM WORTH, TX
Page 30
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics,Inc.
EXHIBITS
"A"-- Description and Map Depicting the AT3 Parcels
"B" --Description and Map Depicting the AT4 Parcel
"C" --Company's Tax Abatement Application
"D"--AT3's and AT4's Tax Abatement Application
"E" --Map of Central City
"F" —Required Improvements
Tax Abatement Agreement between
City of Fort Worth;AT Industrial Owner 3 LLC;and ATC Logistics&Electronics, Inc.
EXHIBIT "A"
BOUNDARY DESCRIPTION
(13550 Independence Parkway)
BEING, a tract of land situated in the F. C uella Survey, Abstract No. 267 and the William Huff
Survey, Abstract No. 648, City of Fort North, 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 89 051'39"E. 723.09 feet along said northerly line to a 518 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 518 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 518 inch iron rod with cap
stamped "Carter& Burgess" found, the southwest corner of said Alliance Gateway No. 5 tract;
THENCE N 00008"21"W, 352.62 feet along the westerly line of said Alliance Gateway No. 5
Tract to a 518 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
03050'37E, 137.52 feet to a 518 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
05044'14"E9 44.47 feet to a 518 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
05 046'25"E, 71.51 feet to a 518 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 11'arkway South through a central angle of 02.'51'36", a radius of
1572.00 feet and a long chord of N 06'2810"E, 78.46 feet to a 518 inch iron rod with cap
stamped ``Carter& Burgess"' found, the beginning of a reverse curve to the right;
THENCE 133.23 feet along the are 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 47027'03"E, 121.40 feet to a 518 inch iron rod with cap stamped "Carter & Burgess'' found in
the southerly right-of-way line of-the aforementioned Liberty Way;
THENCE N 89051'39"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
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EXHIBIT "A"
BOUNDARY DESCRIPTION
(5201 Alliance Gateway)
BEING, a tract of land situated in the F. Cuella Survey, Abstract No. 267, 'rarrant County,,
Texas, and being, a porti,on of that tract of land as described by deed to All Investment, L.P.,
rormerly known as Hillwood/Freeway, 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 Records 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 Al 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 71'154'50"W, 397.88 feet to a 5/8 inch iron
rod with cap stamped "Carter & Burgess" .found;
N 83036'22" , 75.10 feet to a 5/8, 'Inch iron rod with cap stamped "Carter & Burgess"'
found-,
N 3702638"W1 73. f iron.to a 5/'8 inch iro rod with a cap stamped "Carter & Burgess"
1� 01,
nd, the beginning of a curve to the left-
fou
N 05009'20"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,
792.615 feet along the arc of said curve to the left through a central angle of 22'102'47" a
radius of 2060.00 feet and a long chord of N 16'10'44" , 787.,77 feet-,
I
THENCE S 89015"411"E, 739.3,5 feet leaving the easterly right-of-way line of said Independence
Parkway to the northwest comer of the aforementioned Lot 1, Block 1, PC Service Source
Addition,
THENCE S 00044"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,1 to be known as*.
LOT 2R, BLOCK 2, ALLIANCE GATEWAY NORTH ADDITION
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EXHIBIT
BOUNDARY DESCRIPTION
(13500 Independence,Parkway)
BEING, a tract of land situated in the F. Luella Survey, Abstract No. 267, Tarrant County,
Texas, and being a portion of that Tract 9 as described by deed to Hillwood/Free way, Ltd. and
recorded in Volume 9381, Page 6,6, 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 comer of that tract of land as described by deed to Alliance Gateway No�. 5, Ltd. and
recorded in Volume 12314, Page 6,34, said County Records-,
1
r FHENC'E S 00008"21"E, 50.00 feet to a 5/'8 inch iron rod with cap stamped "Carter & Burgess,"
set, the POINT OF BEGINNING,;
THENCE N 89051'39"E 1245.00 feet to a 51/8 inch iron rod with cap stamped "Carter &
Burgess" set-,
THENCE S 00'018"21"El 541.991 feet to a 5/8 inch iron rod with cap stamped "Carter &
Burgess" set'
THENCE S 22022'27"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,-
I
THENCE 465.80 feet along the arc of the said non-tangent curve to the left through a central
angle of 23'001'26"', a radius, of 11 60.00 feet and a long chord of N 78"38"08"W, 4612.618 feet to a
5/8 inch iron rod with cap stamped "Carter& Burgess" set;
THENCE S 89051'39��W 1 225.34 fieet 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
07001'l 8", a radius of 9901.00 feet and a long chord of N 86037`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
07001'18". a radius of 610.00 feet and a long chord of N 86'37'42"'W, 74.7'1 feet to a inch
iron rod with cap, stamped "Carter & Burgess"' set.,
THENCE S 89051' ° "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 901"0"0",
a radius of 90.001 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 00008'2 1"lw 1 663.00 feet to the POINT OF BEGINNING and containing, 21.8,5,3
acres of land, more or less, to be known as:
LOT 2, BLOCK 1, ALLIANCE GATEWAY SOUTH ADDITION
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NI&C Review Pagel of 3
Offic al site o�the City of Fart Worth, Texas
CITY COUNCIL AGENDA ,
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S.rY�.Q.. ,.p...,..`'fit,,.Y _.........p h... R....@.. &m...k.r.h@t. 1.... ,.x s h ph:r..r:r::k:.. .:.:.Y�n a,':.nb.�4.� �,,,.,NM U4,,N p.q. r_.4.,..�,n oi".9T�§ u,,,.�....e :.li..
COUNCIL ACTION: Approved on 1019/2012
"Wit?d P ' '.. , A4` , . . . '.,
, .. , . :...., ' .....:...... ...�
- dNOf-.
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)
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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.
Proect:
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 lip 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:l/apps.cfwnet.org/couneil_packet/mc—review.asp?1D=17525&councildate=101912012 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 MMIBEs dal 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 MIWBE. Dollars spent with certified Fort Worth MIWBE 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 MiWBEs (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 MIWBE
companies. Dollars spent with certified Fort Worth MIWBEs 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:
Com an Commitment Potential
Abatement
Real and Personal Property Investment 15
p y percent
Fort Worth Contractors 5
percent
Fort Worth MIWBE Contractors 5
percent
Overall Employment 15
percent
10
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17525&counciIdate=10/9/20112 10/12/2012
V&C Review Page 3 of 3
Employment of Fort Worth Residents percent
Employment of Fort Worth Central City Residents 10
y percent
Utilization of Fort Worth Companies for Services and 5
Supplies percent
Utilization of Fort Worth M/WBE Companies for 5
Supplies 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 INFORMATIONICER"rIFICATION:
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
Submitted for City Manager's Office bv: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Ana Alvarado (2661)
Robert Sturns (8003)
ATTACHMENTS
120920 ATC,Man p RZ84-5.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17525&councildate=101912012 10/12/2012
FORT WORT EXHIBIT "C"
Economic Development
Incentive Application
Housing and Economic Development
101010 Throckmorton Street
Fort Worth, Texas 11
(817) 392-7540
Incentiv l cation
". QM PAkY,JhlflO_RMATIO N Date. July 6,2012
Company Name�: ATC Logistics&Electronics
Company Address: 100 Papercraft Park
City:, Pittsburgh State: PA Zip: 15238
Contact Person". James Hall Tithe/Position: Director of Taxation
Telephone Number.- 412-820-3743
Mobile Telephone Number: Fax Number-, 412.82 .3762
E-Mail Address: James.Halll@gencoatc.com
Company Ownership(check oin�el).- r' Public Traded Stock f_7 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 Amedca's second largest and Global Top 50 third-party logistics provider with over 1,50 customers,,
including many Fortune 500 manufacturers,,retailers and US,governmenit agencies operating from 3 corporate offices in
Pittsburgh, Milwaukee and Green Bay. The company has over$1.5B in annual sales and over 1 OK teammates.A high level
of focus in placed on quality training to include Lea�n/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, B21B wholesaler of surplus inventories, liquidafing more than$1 OM daily.
21--PRQff CLM,FQRMATIQJh[
For real estate projects, please include below the project concept, project benefits and how the project relates to existing
community par s.A real estate project I's 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
ownerldeveloper to be eligible to receive incentives,end or tax abatement for a,project, the property ownerldeve/oper..
A. Must complete and submit this application and the application fee to the City:
B. Owned developer or ownerldeveloper"s pfincipals must not be delinquent in: paying property taxes
for any property owned in Fort Worth.-
C. Ownerldeveloper or owneirldeveloper"s principals must not have ever been subject to the, City of
Fort Worth's' Building Standards Commission's Review;
D. Ownerldeveloper or owned" eveloper"s principals must not have any City of Fort Worth liens files
against any other property owned by the applicant property owner ldeveloper. "Liens" including, but not
limited to, weed liens, demolition,liens, board-uplopen,structure liens and paving liens.
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'Pro ject(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 m,il,li,on square:,foot of space
under rc*f. EN 's local operations are currently located within Alilliance Business Park,, in three separate leased buildings.
Company leadership is evaluating real estate options to include renewal within Alliance Business Park or potential
consollidation to Nashville, TN* Reno, NV or Atlanta, GA. Comparative analysis for each oppottunity 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 GEN,COs product life cycle logistics for the technology industry to include: final
product configuration, warehousing and distribution, reverse logisUcs,test repair and refurbishment,, electronics liquidation
and e-waste recycling.
.......................
Area(,Square Feet)Requirements:
(a)Office
(b)Manufacturing
(c)Warehouse I 1,000:1000
(d,)Showroom/Retail
(e)Other
Total Area(a+b+c+d+e): 100000000 S F
Is the company expandingi its existing local operations or relocating its operations from somewhere else to our area?
F7, Expansion
F Relocation If relocation,where is the company currently located.?
Does the company plan to(ease or own the facility in Fort Worth? Fv Lease FOwn,
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? [ blew F7 Existing
If the company is occupying an existing facility,what is the address'.? 5201 Alliance Gateway, 13500/13550 Ina. 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.*
DP,,_v,qJQp entMg;Lests w rte ,q 11 tba
Replat
Rezoning Current,Zoning. Zoning:
Variances If yes, please describe.*
F Downtown l esigni Review Board
r— Landmark Commission
RgW_W,aWPo
1. Current Assessed Valuation of.* Land$7P6841637 improvements, 27,140,449
Total Size of Project.* 969,659 SF
Total Capital Investment.-$ 17,330,114 (including lease payments)
Hard Construction Costs: $300110,840
2.For mixed-use projects,please list square footaige,for each use: NIA
Page 3 of 5
PPjmq, nPJ_ _apt—Invo-nion
1. Personal Property
Cost of equipment, machinery,furnishing, etc..- $25109:81876 Lease F7 Purchase
2. Inventory and Supplies
Value of Inventory:$, 14,721,147 Value of Supplies.- $ 938,298
Percent of inventory eligible for Freeport Exemption,(inventory, exported from Texas within 175 days) %
3_-_"_&D
",,W 0 1014
F—ro—M-99y"I Rapat
1. How many persons are currently employed? 1,915
2.What percent of current employees above are Fort Worth residents*73,7 %
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 Trwsfers* 0 0
ti
F ort Worth Res ents
If any employees will be tran�sferring,, 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., [7 Retirement ry Health FV Dental F_ Domestic Partner
average wage paid to employees to be located at Fort Worth facility.- $,41.64
ES__RF-gME$j
eENTIV
Incentive(s)Requested: rv— Tax Abatement F_ Chapter 380 Economic Development Program Grant
Do you intend to pursue abatement of County taxes? F.7 Yes F, No
What level of abatement will you request" Years? 10 Percentage? %
�L 1Q9A1-_W1 MT.
MT
RMrjMC_9ps rut n
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
& s
Regarding disprgetionar Ily and seWice @Xpensg-
y su-P _5
(Le 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?5,0 %
3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 40
X01
DISCLOSURES
Is any person:or firm receliving any form of compensation,commission or other monetary benefit based on the level
1�
of Incentive obtained by the:applicant from the City of Fort Worth? If yes,please explain and/or attach details.
GEN!CO 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 w elll as compliance management for its expansion
projects throughout North America.
These documenits,must be submitted with the application,otherwise the application will be deemed incomplete and VAII not be
reviewed: *see attached Exhibits,
a.)Attach a site plan of the project.
►.)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 implacts,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 surveyo;r's:certified,metes and bounds description.
g.)Attach a copy of the most recent property tax statement,from the appropriate appraisal district for all 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 description of the employee benefit package(s)offered(i.e. health insurance, retirement, public
transportation assistance, day care provisions,,etc.)includling portion, plaid by employee and employer
respectively.
J. Attach a plan for the utilizabon of Fort Worth Certified MIWBE companies.
k.)Attalch a listing of the applicant's Board of Director"s,,if applicable,.
1.)Attach,a copy of Incorporation Papers noting all principals, partners,and agents and all Fort Worth properties
owned by each.,
fll'ie cam ray is responsible for playing $5,000 as a ppfication fee, If tl,ie app lay iation is withdrawri before the profri-ocJ is
presented to City Council in Executive Session, the fele is refundedl, Upion Presentation to City; Council in Open SeSS110r,
$2,000 is nonref undable a is applied to offset costs incurred by the Housing and Ecoy"iornic Development Departn,)ent,
Upon approval by City Council, the balance of $3,000 Gan be credited tolwards required bit,jilding, perniits., inspections fees,
replatting fees. and other costs of doing bush es s with 'the City related to the develop rne rit. Any Linuseld credit halm "° upon
completion of the project,will be reft,jrided upon reqt,jesf fron,-i thie 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.
P
vo*
Printed Name: vv,14; Title- V to
Si Dte
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Page 5 of 5
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Exhibit B
Gen to 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,
proxnnity of each other in the same commercial park. The opportunity to consolidate all
operations into one facility would result in emcienvy gains and cost savings. Avaldability
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 i operations, nationwide and locally, have a
.12 mica positive impact on the environment by improving tne eniciency of transportation
logistics on a very large scale. More specifically, one of the functions of this part icy
ar
facility is,in processing and handling e-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
teanunates,plus the creation of another 374 new jobs through the end of 2017. GENC
i O
4 a
s a business whose 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,investmentm' new real property improvements will result in
increased tax revenue net of the abatement and will be fully taxable in the years beyond
the abatement term,,providing an ongoing stream of new revenue.
Ex hi bit F
Legal Descriptions
5201 Alliance Gateway Freeway.- Alliance Gateway North,Addn Blk 2, Lot 2R
13500 Independence Parkway.- Alliance Gateway South Addn Blk I Lot 2
1355 0 Independence Parkway: Alliance Gateway South Addn Blk I Lot I
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Exhibit H
Warehouse[Logistics ($17.08/hr) -90%of total workforce. Moving,sorting,load`g,
scanning, packaging, and handling goods
Executive/Administration($74-65/hr)- Management and oversight of day to day
business operations
Quality-CompHance($31.55/hr) - Ensures operations adhere to company policies and
government and industry regulations
Engw* eer'Ing('$38.88/hr)-Pr cess,and system design and development
Sales,($,66.89/hr)—Generate new business and service existing clients
Human Res urc,es,($,39.,6,5/hr)—Manage employment administration including payroll,
benefits and hiring
IT($37.85/hr)—Develop and maintain info n-nation systems used to run office and
warehouse operaticns
Accounting/Ftnance $3 .2 —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 Suterary
E X h 41 bi-t NJ
All contracts will be bid competitively and be made available to MBE and WBE status
businesses. Ultimately G o 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
Peter C.Georgiopoulos has served as Chat an and,as a member of our Board of Directors
since our inception. Since 1997,Peter C.Georgiopou�los,served as Chairman and a member of the
board of directors of General Man'time Corporation and its predecessors,which he founded,and
he
served as CEO from 1,997 to 2008,and President from 2003 to 200 8.Under the leadership of
Mr.Georgiopoulos,General Maritime C
orporation w from a single ship ownership company
to what to y Ys are industry leader listed on the New York Stood Exchange.Mr.Geor to o aulos is
also Chairman and a director of Aegean Mono Petroleum Network Inc., a company listed on the
Now York Stool
Exchange.fir.Georgiopoulos has also served as,a director of Baltic,Trading
Ll .t a subsidiary of the Company,since its initial public offering in larch 2010.From 1
to 1997,he was the principal of Maritime Equity Management,a ship-olwning and investment
company that he founded 199'1. From 1990 to 1 91,he was affiliated with Mallory Jones
Lynch&Associates,an oil tank er brokerra a firm.From 1 987 to 19190, r. Georglopoulos,was an
investment I oanker at Drexel Burnham Lambert.Before entering the investment banking business,
he had extensive experience in the sale,purchase and charteing of vessels while working for
shipo ors in.New York and Piraeus,Greece.Mr.G �r opoulos is a member of the Arnefican
Bureau of Shipping. He holes 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, finance 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,holdin various senior operating, gineer.
g and management positions.Before
joining our company, r.Buchanan spent eight years as a Managing Director of Waller,,a
leading technical management comp . As the senior executive at WaU=4 Mr.Buchanan was
responsible for the safe efficient operatio of close to Zoo vessels, as well as management of
approximately Soo onshore and seagoing staff. From 1990 to 1996,, r. Buchanan was Technic
Director of Canada Steamships Lines,of Montreal,overseeing a feet of bulk carriers.Before this,
Mr. Buchanan managed an meanographic research vessel for NATO from 1986 to 1990,was
Superintendent Engineer of Denholm,Ship Management's United Kingdom office from 1 982 to
1 986,and Chief Engineer of Denholm,Ship Management from 19 619 to 1,982.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, r.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 overse " g 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 O oor,Mr..
obensmith served as a Senior Vice President with American Marine Advisors, Inc.,an
6
investment bank focused on the skipping industry. While at American Marine Advisors,Inc..,Mr.,
Wobensrnith was involved in mergers and acquisitions,equity rund management,debt placement
and equity placement in the shipping industry. From 1 993 through 2000,he worked,in.the
international maritime lending group of The First National Bank of Maryland,serving as a Vice
President from 1998.He has a bachelors degreefti economics from.St. Mar'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 f'G l Maritime. Since 199,5,1 Mr.Kaplan has been,ac pfincipwal of`Oaktree Capital
Management,,PLC,a private investment management firn�i,where he co-manages,Oaktree's
0 * i '
Principal Activities Group which invests in majon ty and s "ficant minority position
19M ,5 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 folio manage�r of all of Oaktree"s Principal
Opportunities Funds including OC'M Priricipal Opportunities III Fund,L.P.and OCM Pr i Mcipal
Opportunities Fund 11LA,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 Join g 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
na in g
Ma Director of his firm's New York office from 199�9 to present.He brings over 20 years
91
ofInvestment experience in both the public and,private capital markets. He started his career with
Allen and,Company,a private equity fwm,and recently served as its Vice President. Mr.Kramer
has led m" vestments, 'in a wide range of industries including telecommunications,wireless
infrastructure,waste management,,data communications,BBB commerce and Internet
infrastructure,sectors.Mr.Kramer also serves on the boards of MoveOnIn,Este.and
Environmental Asset Management.
Mark F.Po in has served as a director of our company since July 27,2005.Mr.,Polzin is
1r1% Ir" I
President of Ranch Fiduciary Corporation,F arms,F iduciary Corporation,and Laurel Fiduciary
Corporation.Mr.,Polziis,also Mam9ing Director of The Oversight Company and Manager of
Wyoming Consulting LLB',and a senior consultant to Cymric Family,Office Services and Family
Office Exchange.On July 1,2 07 Mr. P'olzin retired as President and Chief Executive Officer of
Moreland Management Company,where he had served as an,officer since 19819.Prior to joining
Moreland he was an executive and director of several mid-western conununity banking
organizations.He holds a B.S. in Econonucs 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 Ro�bert C.North,USCG(re t.)serves on our Board of Directors,. Since his
retirement Erom 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 man-ne industry,consulting firm,
specializing in interriational and domestic maims safety,security and environmental protection
issues.While on active duty with the U.S.Coast Guard,Rear Admiral North reached'the position
of Assistant Cornmandant for Marine Safety, Secs ty and Environmental Protection,where he
directed national and international programs for commercial vessel safety,merchant mariner
licensing and documentation,port safety and,sec urityand waterways management.He is a
graduate of the Baltimore Polytechnic Institute,State University 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 27,200!5.Mr.Mavroleon
has been employed in the shipping industry for the last 40 years.Since 19,70,Mr.Mavroleon has
worked at Charles R.Weber Company,Inc.,one of the oldest and larg'es,t tanker brokerages and
marine consultants mi ,the,United State,�s,.Mr.Mavroleon was Mana,ging, 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
I I it in 00
of the Company,since its initial public offering in March 20 10., Since its ' ception in 2 3
through its liquidation in.December 2005,Mr.,Mavroleon served as Chainnan of Azimuth Fund
Manag=ent(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 old 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 Cornfnl'ttee.Mr.Mavroleon is a member of the
Hellenic Chamm of Carr the Connecticut Maritime Association,NYMAR(New York
Maritime Inc.),the Maritime Foundation Knowledge Center and serves on the board of trustees of
the Man"time 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 strengthens the Board's collective qualifications,skills and experience.
Harry A.Perrm* 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
20 10.Mr.Perrin is partner in the Houston ce,of Vinson&FIkins,where he has been
employed sm* ceAugust 2007.From June 2001 through November 2006,Mr. Perrin worked as an
investment banker with Petrie Par kman&Co,an investment banJdng 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 .Prior to joi . g Petrie Parkman,Mr. Pernn was a
partner fort years,in the business finance and restructuring group of the Houston office of Weil.
Gotshal&Manges.Mr.Perrin received his Bachelor of Business Administration in Accounting
with,Honors from the University of Texas at Austin ire 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 'in the State of Texas,. As a result of these and
other professional experiences,Mr. Perrin possesses knowledge and experience regarding general
business,finance and the law that strengthen the Board's collective qualifications, skills and
experience.
'E"Ah"bit L
L I
Incorporation Papers
e
Arm I
&wa-
PAGE, 1
.fie First Statt
I., UARRZET , M".�TR WINDSOR a SE F STATE OF VM STATE OF
DELA.MARK., DO HEREBY CEJR7XFY TEE ATTACPVD IS A TRUE AND CORRECT
COPI(-,,�OF TRE S?A E;iw/'M Ar; "'`�"Fi .rE OF-!fA5FC LOGISTICS
ZLzcn NIcS INC. �'�� FILED XN THXS C&TI ON THE TWENTXZ R DAY or
NCV " A.D. 2 0 , A 2"',,. , O'CLOCK
FrzxD copy or Tars cE.RTzrrcA!rz. sAs BzEm Fo wAR eD To rHE
n'°wmirr�
+w 1 ry
gum' w
H emet with Windsor Se-cfeTary of State
4356192 8100 �r � .... ;. A T T"Z'CA:TION.» 7005393
0811133756 � 12-05-08
�w
at-
� xarr �
State Of Daldwam
s i=
C07 of State,
DellvaxW 11-00 Z 1112012008
Fl= 11#0 00 AN 1112012006
01... 33756.x, 619
RESTATED
CERTMCATE OF INCORPORATION
OF
Delaware cara �n.
The*bndersigned, or the,purpose o f restafirg,dz Certificate of Incoqxmadon, of A C.
"Corporation"), do'es' bereby
certify
e date fi, (;�of the C rat " on'*V*nal Certificate of,,Jnco"r'aftou with
the Sccmwtay of State of the State
ori " ry rpor ted was ATCL, ,,CYrp.
d.
ur.
of the Restift&"" Cerdficate of
1n q*FWon only cp't c end provisions the
C4�4�Certificate of lnp6q�" Eon as here o � and s� � Is
between thou ry � � � te of
ts
enfimty,4m Wows: n
M:
ARTICLE
NAMIE OF CORPO ION
of this crporabon is ATC osci Electronics,Inc.
ARTICTE
REGIST
The address of the mj�is cred office of the G , ,on 'in the State of De�aware s 160,
G4. iftl �,Dfive, Suite 10 1,, in the city of D '�ver C� �tjfit�of Kent zip code the name
agent at that address
ARTICLE W
r
purpose of to Corporation is to engage in any lawH act or actiViy for Bch
orations may be organs under the Delaware Cmm, Corporation Law..
rr
ARTICLE IV
A ITMORIZED CAPITAL STOCK
The Corporation shallbe authofizcd to issm s of o e l eaded Common
St -.. t� number of s the Corporation shall have authority, to,* is one
al each such sham shall have a par vale of one cent
ARTICLE V r
"
dimtion of the Corgmtt pa sM1 be perpef
BOARD POWER REGARDINC;"BYLAWS
it JL and not,to' nitati n of ffie pov c*nfetTed by statote,- the Board of
Directors"is expressly author &to make, reps altc4,smend and rescind,,, of the
ARTICLE..�
19ic0ons of directors, r��
not b b written. un m the bylaws o��Corporation
shwl sapoNme. .To tbe fullest extent pennitted by the Delawan Oeneral Corporation Law, as the sarne
ARTICLF,Vfif"I
exists e, tom"be,azuended(the"Delaware r for of the moon shall not
beliabiat,talhe Co n+ its stockholders for m ages for b duty
as a �n ,in
b I., ,''�, y e ,. n (oar the estate of o is or was i to, r
ffimt�hed`',to be;h. e a party to a tend din completed on suit �1, n w o r � � � ",, a v ,c s eve,
�g f .w .,or otherwise,by rcason of the fitet that su&person is or was a director or officer of
�" *on, or is,or was serving at the request of ffi rporation as a dir or off--cer of
another corporation, h ,joint venture, trust or of r enterprise. Thi-Co,rporation may
in the manner and to the Mest event perrnittM by the De I a ware Law,,any peen
thi estate of any Person who is or was a party to, or is threatened to Ma re w to, any
threaltmed,pending or completed actiom suit or prying whether or twt by or in the n"ght of
the Corporation,and whether civil,Cr administrative,investigative or otherwise,by rein
of the fact that such person is or was an, employee or agent of the CoWration, or is or was
servMg at the request of the Corporation as an emp�ogee or cagent of another corporation,
p .rtncrsba"p, joint ventum, trust or other enterprise. Expenses ncun-ed by any such doctor,
officer, employee or agent in defeMing any such action,,quit or proceeding may be armed by
2
the Coqxmion prior to the final disposition of hacd suit or proceeding 1 receipt
umuig by or on behalf of c.'&ector,officer,employee or agent to repay such amount if it
timaWy be detemimed ho or sbe is not cndflt&to be indemnified o i by the
Delawm Law and this Article V111-1' Corporation may,to the Most extent permitteA by the
insurance
against employee or agent g To to ffillest
fted by the Delawam Law, the n t 'on proms b include
eX *-.,( . " g .tto eys' �judgments, fines is n so "tint n e
maa ., x
by the w,, y s b may be t I in
,cr Provided of � , ��w di
v disposition • .g. Tht o f th t e y � on for
any to the ..tikt `fit permitted by the-Delaware Lam', n .1 be deemed
e c i ve. other fights to kh any Person se yy� .'mi n �e Corporation
y r' „� Vote of er car d1 nt.„,` tN& directors, or
c w i t to ton 'in h M _ rt's official capacity and as to actioW hV, lty
l e 10 such office.
w � '?firm
•; � µ
+ "t � forego' � �� any or
director of the Corporation existing'on M1,
6y,,vu*1u'e of the forego'm&psmgraph at the
tim Of suck
a or m
,A�eodfflcau-�
' ARTIC wK`
I
CORPORATE POWER
R :
Tbe.,qorporation w v
i
reserves the right to amc,T*-alter, change provision
"x w
n: r ~ Ceitficate ofIncorporation, in the 'mct now or he „-prescribe by
a
st = n' is conferred on stockholders herein amgranted subject to tWs,,mftrvation.all
ARTICLE X
CREDITOR COMPROMISE ARRANGE
ri
di co r arrangement s this n d its
cr °� y class f them andfor bed � this� x . n and its stockholders or any claw
of theta,any cow of eq tab � �� n"fin the.,-86 ft of Delaware may,,b th � ��a� r
in a �� wad. of this Corporation, r of any or or� stockholder � f r� the
a • ,x y r=eiver or r=1ven appointed for .,, ion under ftyprovisions of
Section 291 of Title 8 of the Delaware Code or on the application of ution or of
receivers any appointed for this ratios under the pmvistowh of Section 279 of
Tidy 8 of the Delaware Codes order,a mecting of'the tors or clws of c and/or of the
stockholders or class of stockholders:of this Corporation, as the case may be,to be summoned
such mamer as the said court directs. if a marrty in number representing duee-foutlhs Lin value
of the creditors or class of credhors, and/or of the stockholdtTs or clam f stockholders of this
CorNramon, as the case may be, agree to any compromise or armgement and to any
reorganization of this Corporation a conseqwnce of such comprommi ,or am3ngement,the said
compronuse or arrangement and the=*d reorganization bW ,if sanctioned by the court,to `ch
the said ap liaLd nhas been made, be bin&g on all tk crt6tors or class of creditors and/or
3
x klers or class
Ns "on
WS Corporation.
"'� "" �
I" ,A;.NESS WHEREOF'~ wr�gn� �e*ecu this " c e of
a
on behWf of theXbrrmMon and dms herAy vm* aM
affiu�,'under penalty of
of 1heorporat"ortriv,11�e act and deed of'dw O*porafion aW
d*the fkcti�," herein am ftlj�'A of November 14,';"1M$.
win
V W
o�
w.
,r
y 9.
wte�
. �Al Ira.
pwr�,iC°
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•w 11� �" �"
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Aq y"Y "'
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i
4
CERTIFICATE OF SECRETARY
undersigned, being the duly elected Semtaq of ATC Logistics& Electronics, Inc.,
a Delaware corporation, hereby ceftiffies that the Bylaws o which this f is anwhed
were dWymw4Am%&,mAby the Sole Dinctor of " Corporation M korce-and,effect as of
July 2,1007.
Salamunovicb
M
M
a.
w
"
ATC LOGISTIC,S&ELECTRONIC%,INC.
(a Delaware corporatioaytl,
rv,
BYLAWS
ARTICLE I
Offices
,,Tbe r4stered office.,of: TC Logistics & E� n cs, Inc.
(hereftwA&,taW, Co ra ` . � the tats o D� shall, at G n
Drive,
Suits
X,jint County., Dover, Delawam.,and the name e registered agent Mchage thereof
shall biwNatiaW,Rq0stered Agents,Inc.
:..
W o of offices, .w h other Other QMMO l
Owe or placm ����r win or without the State off` "t ae, as the 3b rd of,:t wo
(hereinafkei�ca&d the Board) y w Ww time to - or imm
Crporat' Uire
mAw n
ART,
of S
v w
1 ,
16 �.An6� � � w ��1� �� � rpo ati on for
tness as may
the -e n di directors r transactiowof such other proper bus
corne:6ef su&meetings,may be held at such time,da ply as the 83oa4, , e ermine
by 1
2 91 -9.:. A special nxxting of tk,stockholders, for the'transaction of
any P roper, may be called at any time by the Board,or'by the President. .w
1 �. ��'� Al gs of the stockholders shall be 1�s,
withJ X,��v,"OpW the State of Delaware,as,may ftom tim to,bum be de mt-by the person or
persons respective meeting and specified in the re move notices or wives of notice
thereof
Egft gf M
= . Except as otherwise Oquired by law,notice of meeting
e
of the whew annual or special, shall be 91v;q not less than 10 nor more than 60
days date of the meets to each stockholder oisocard entitled to vote at such meeting
qTewn'tten or pnnted notice thereof to him u
notice,i*V*UWted Sys mail, in a poke pr 'd envelope,directed to him at W Est office
address finnishod by him to the Secretary of the Corporation L for such pulse m if h'e shall not
have �rn �s to the Secm er his add for such purpose, then at his post o c�.address last
known to the Secretary, or by ftwLsmitting a notice thereof tom at such ad ;,telegraph
eale,or wireless,. Exert as of se expressly reqW*red by law,no publication of any notice of
a meeting of the stockholdcm shall be requi'red. Eve nom of a meeting of the stockholders
ders
sal ate the pLace,date and hour of the=eting,and�n the case of a serial meeting,,shatl] also
s� � p� r � for which the meet s cue. Notice f any m��ng of'
swAcho ders, sal not be requimd to be givm to any swkholder who sal have eve such
notice and such notice m ',red by any stockholder who sal attend such meeting
purpose i%n person or by proxy, except as a stockholder who shaltaftend such meeting for the express
of objecting, at the, ng 9f the rneetin, tion of any e
the mfg is not lawfully cAlled or convened. Except as odwrwise expressly law,
notice of.my,adjourned. meefing, of,the stockholders not given if the.time l
at the meeting at which the 4o is taken.
2JD5 QgMM. Except, im the case of' any-wieeting for the election,of directors
ordered as provided ,ta . the holders of record,w of a Majonity M
the
nte of
shares o f stock of the Corporation ended to,be voted present in person.or
by proxy',
sal consdoie a quonun Io the til 1 191 1 C timn of bus *ss wmy meeting of the st6ckbolders of the
Co .at,any adjournment dierwf In the bsen 4c:ot�a quorum at an3+r mfg, or any
adjournment. : di... f,� ty ,.. . interest of holders " n or by
pamy and indtd f officer
r
entitled to to as f such m' , y adjourn such M from time
t time. h adjourned ff at Bch :; �p is present an nr may be
a.
w
m�&have � a nic fly c led.
e p.
wh stockholder sWl,,Ot each meeting of&stockholders,ers i i in
peen orby proxy each shy or ftactional she of of the Corporation. i ivoting
nghts,4t)h ih6 m, aw in sti rt n.w1kh sal have iregistered in,his name
:
. w :uI on the date fixed t to Secti6fil.05 of the BylAws
dawfor the determination of stockholder enfidetto notice of and to-'�vote at such
meeting,or
f no such record date sal have so fixed, then (&):t"St;4W close of
on the day next preceding the day owvMch notice efthenieeting sal be
given Or(b) f notice of the meeting shall be waived,at the close of on day
next preceding the day on which meeting sWfI*held. .
w
,. of � e P....., won t �another cobra n f
a majority of thc sharmentided to to in the election of dirt rs in such other corporation is-be entitled to vote nor,bc,countedfOT
quonm purposes. P k of the 'Co �` n a fiduciary cif shall
titl V Persons whose stock is pledgedshall,be entitled to vote,
pledgor on the books of the Corporation he sWI the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may re I ' a such, ,stock
and vote thereon. Stock i voting power standing of record in the narnes,ofrtwo or more
persons, wtxiher fiducm* n'es, members of a partnership, tenants in carnmo, tenants by
respect entirety or odxnwise, or with to have the same fiduciary
relationsitip, shall be voted in accordance with the provisions of'the General Corporation Law of
the State of Ala
2
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,In wri
ARTICLE III
d of Di ectom
3.91 Ge
The pwpeily,business
rs of the Corpbration shall be
managed by dw Board.,
Mkr.ind, I r n �:ot&mtors of the �
be one 1�:,birs need not bo wck oldcn. Each.,'6 r of the C rpora sliall hold
office uWbis successorshall havebeen duly elected and a
qualify or until hq shall resign or
e
3,01 The dirmon shall1ketlected annually bj dw st&Molders
of the C and the persons rec
�s rotors.
mm
o
4
Y� � .I , Any. or off" C * . .
wntted notice to the Board or to OW,, of the"'a ion Any such .,,,g . n shaIJ take etfid.st& time specified therein, or, if the fime"bif",not specified, it shall take effred
immediately upon its
pUtace of'such
�gv � necessary a a ecu* eN y
3.05 Exert as otherwise provided'.wO ,the Certificate of lnc6rpotation,any
acancy; B a,,,, whether ���of resit
y �.
number of dij� or any other cause, may be filled bjvvoft ofthe majority Ofthe teniminiN
director4oftough less than quote. Each director so chown to fdl a vacancy.OWtold office
until hii I have been elected and sit wky ot until he sal resgm- r sal have
been imi ove.in the maker herefiudtier provided.
3 E Tbe Bow-d may hold any of its meetings at such ply or
places within 0 VViithout State of Delaware as the Board.may from time�� resw ut+
`, ,� � n r the meeting 'In.the notice or
a walver,,.of notice of any such nweting. Directors m�"
flar comrnunicad�mw
ot'AeSoard by mearis of conferer,= telephoneovsimi equipment
p u h all `c �the meeWW of the Board can ham, other,and
such pardicipation shall consfitule a "ng.
.ti M
The Bow studl meet as soon as practicable after--each, annuaJ
eIectio-n of'directors and notice of such first meeting&ha not be required. .
3.08 R Rea mM of the Bow maybe held at such as
the Board, firom tim to time by elution determ m* e. If any day fixed for a regular,meeting
shall be a legal holiday at the ply where the meeting is to be he4d d= the meeting shall be
held at the same hour and ply on the next suctteding business day not a legal holiday. Except
as,provided by law,nice of regular mee ngs need not be given.
4
Al-
3," See" MgdJM Special, meetings of the Board shall be held whenever called,
by the Presidem,or a majon'ry of ft sufltorized number of directors, with meetings shall be
held at the tim wW place either within or vn*dxmt the Staft of Delaware designated by the
or 1A alus u � . Nice f y m ` , - provided directors in
a 26 the Maexreqmm y laws
3,10 Ex *o Bylaws
or by of a odt'-of authorized rwors s �dui' to
constitute q for the numactice,of business at any weating of o 'All matters
sW b6 &d&d at any such meeting;,a quorum being',,,pie� by the affirniative V"O" of a
majority o irWrs C.� d bsence of a quorwm a=jority of d e n- rcsen at
any lnii!t"o-aw adjourn the smt ftm time to tinx a quorurn shal,l, be Notice of'
any 4ourped,meeting need not'be-.Oven. The directoesv" act only as "a Obwd, and the
individual dir6ctm shall have no power as such.
"m
3,11 dkaja M O rt* „Any aeon required,'' '�to betaken at any� n.g
of d%e,1kxu*m.-of any conunittee'thercof dwrewts s . all f—no and,such
wridw consent Is filed with the mifixitei of o0 w M or committee,
. 6
d M : ,. Subject to , i'o'n of the Certificate of
1ncorpom*9N,,,any .ir mr may be removed at any tinft either with or wl*tlxmA cause, by the
afflnnediii;�60of the stockholdets:Mving a majiority, 66ft"" . voting power of the Corporation
giveav a soccial meeting,of the stockholders called for the 04pose.
M directors rs ece o m only such compensation for their
services as be aloes by lotion o d. " pew
�"
that y expense nc �m on
r ?01:-.:�-W -
.. r
�wft & ce at any meetings of the Board of C. of the ..,Neitim the
payment of compensation
.5 ` "o
n nor reimbursement f k expenses i s
V b n Corporation or its: di i y
ty aM receiving cous.-
J34�Mb. M The B� my, b` resolut'ion'-passed by a� majority f,the whole
BoaK"dosigoiaw, one or more committms, ewl co to consist of ot*- of
i .of ,n. won. Any such committee,to theoezftnt,provided in to resolution of the
Board, � a all and
authority of I the Board in the management of the busine"and,affairs, of the Corporation, y
autbKoize the seal.a
of the Corporation to be affixed to all papers which may require it.""An such
committee s �� o is meetings and report the saw to the Boaid it the next
regular meeting of the Board. In the absence or disqualification ratio of a member of tt committee,ft
member or members themf present at any mecting and not disquailfflied from vot *hether or
not he or they constitwe a quoruM may unanimously appoint another member ofthe Board to act
I of any such at g
W in the place
absent or ffi member.
5
ARTICLE IV
Officers
4.01 NM r The officers of the Corporation.,MWI,be a Chief Executive Officer, a
PresideM,9
W or more Vice Presidents
it r 'titles to be
determined by ibe Board),a SmirtarysiW a Chief
ACO2 M A-loft-and 0" 711"11w,
officers, of.
I I ftsgm,ISE
except =h w
n accordatw&o with Section 4.03 .,shalf-b elected
-,Boad at the f=t'.meet*
sal hoWbffict until his succen ,. have been dWy,,;fig and sal qualifyor until his
A � r
�� .... �
..
&am �"tion to the fficm%specified in
Simon .
.other � , � � � deem.I
necessary 6r adiisable, including one one r
.,more, Assistant
� �,whom shall�� #' �Q� such �� auk i� .
w
.w
swh d�� � �►� m � �� t time �c Bow may to to, any
�mw w. war
the dutm' of any such assistafits,agents,or CffT,.,1PYb6s*,--
m .,
. r
4#04, Any o ass stan gent `. ..bu
nXYVC -`., without ,,, i ' ofi an officer, assistant agent or atafty
--ted by the °,� �� „�,�, ^ter
=0 UPPUM,
Bo only b lemon Board,-,- and of an
officei, agent or employee,by any officer of theC on or conunitteeof die Board
upon Bch such power of remval may be confi�i�by the Board.
4 Any officer or assistant '"Ptag at any tj*= �� Ong wntwn
o- " on to the Board or the Secretary of dw.Corporation. Any swh resignation
shall take effectot the tirm specified tberein,or,if the ti apt themf
by , •, tam, as the caw nuy be, ', kssotherwise speoffied therein, the
aciceptance of such rcs'gnation shall not be r=essary e it effective.
A vacancy in any office biecause of death.dim or o y filled for the , .. portion of the term, f in to
mam,xT in tJhest Bylaws for regWar appointmew&or efections,to such
"' w . The Chief Ex �Officer of
the T have ove rall bility lit azW authmtyr for administering t�-affairs of the
Co and shall "se and control the rr umgement of the C fi' °W He shall
exemse ! of the powers cusuxnarily exercised by achief ve officer o f Wy ration
by whatevtT name designated unless expressly limited by the Board of Dirmtor&,--ThePresident,
'if not elected Chief Executive Officerl,shall have swh a_ one and Farm such duties 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 is disabW or otherwise absent the President
Shall n the domes of the Chief Exec Chief Executive Officer and the
6
President emb have authority to sign s of `,in, any mortgages,
borxis,HI e ter n � � Board of Di. r authorized to be signed or
whichare the oviinary of busess of the Corporafim
4,W,11 Vk* ""' L Each V'ice President shall have such pow rfonn
such duties as*e Board may ftom-time to time be., At the request of dw Prdsklent, or Mi
case of d s absence or 1 to upon the tequest of the - ,.V ice President
sal ' duties of the Presidestt acdn&,,,,,s'hall have all the powers of,and be
subject,to 411 the restrictions �. M
4. �, � ;. Lary shall) if, t record the s of all
mew vt w;B of the stocW*lders, and of all cortuni "which� � shall not
have b� " ted m one or�e ��provided for '�
apuqx)sc- he shall see thoall notices
am awy a ` accordance vim Bye ' law he s nu odi of
r
the seal off" and sW,,Affix and attest the to all documents to,ba,executed on
Went to
behalf'of the C.�' nwtwicnn under its,%4�ad,in general,he shill, all the duties Uxi
the offideotSecretary and such other domes as may ftotn e to time be SS1 t6`him by the
4.18, usen' t'9211mr. The ,,. ial Ofd shall general
care wmticustody of the Amds and secuifties,of the Corj�, and sal deposit all such funds
In the.As".the� . Corporation m,`s u w�M��� or �d�s ,<as shall ""He, shal I selected lb� l
s d d able t the
Co source a r. a l" i , ion over
ex Mures aW disbursements made by officers, agents,' employees of the o log and
tie 0„. � ' � �s d �s � .,Owewith as, y ve necessary or
des" le*-- ffe in, g all z t to the office of 0 Financial
OfficerA& other duties as fom time to time may b
assigned to him by
4.11 The compensation of the ftm of the Corpti sal be
fixedr*Wv-d to time y the Board. None of such ofd sal be prevented fitm receiving
ro
such com pensadon by reason of the fact that he Is also a director of the Corporation. N
con tai � sW1 preclude any officer from S"M9t1hC Corporation, or any subsidiary
ry
tz �n,M any t e V and receiving,�h co�� by m�n fiwA t �he
s also i' =tor of the Corpomfion. Nogg contained he'rom" sal pmc ude.=y officer from
or
Co'
t� � r t and � �propeT
co— Ott for.
, ARTICLE V '
5.01 �Lf C91jgMSo, Tle Bid, exempt as in theme y"Vst,otherwise
provided, may authorize any officer or officers,, agent or agen%, to enter into any contract or
execute any -instnent in the name of and on beef of they Corporation,, and such authority may
be general or confined to specific instances; and mess s authorized y the Board or by these
Bylaws,no officer,agent or employee shall have any power or authofty to bind Corporation
7
by y contract or engagenwnt or to pl e 'its credit or to render 'it liable for any purpose or in
any
,Cked ��, for payment moo r,
notes r. i fi � d in the nam-of or payable to,,the C
shall be signede' r endorsed by such person or persons and.M* ,such manner as, tie to time,
shall be W=111uled by resotution-of'the Board. Ea&soch-officer, assistant, a'g"'cat or attorney
�.
shall gi m �+ a.
P•
I K.It� All filn&lof the Corporation not Wwnvise w eiir y i ed
from t` ,16 time to the credit otf, ,„�.Corpo ati n L*u�,s
banks, bust companies or odwr
,w n,,Ihe Boat may lest v- as may be selected by any officer or officers,,, assistant or
” or or attcHmey.,or attorneys of .motion to whorre,such,power shall
w
have '"�A by the Boa or the pulse of �, and for the colt u
for the the C t, %- or tha.,Q Financial,
Officer o `
li�a � �A" o w time to .i determined by"., ,',.W f may
en delis chec�� e�other order f .� one which �
r
payaot to the m of the C
Board,"tIMIM0 he 9SR101 -and, Ngs 41. to
time
time
1c1 n b
vemng and keepin "of
,g general and
4 I/a
co Aa depositorm" as the Board may sele�(,or,,;s,may be selected,,by any officer or
0M, Jor attorneys of thie, orporation to
WtIolli such power shWl have delegatcd by the The B �'
rules F ns h respect to such bank accounts,notinconsistent t vino of
thlese Bylwr.�as'it may deem expedient.
r
nC E
Shares and Their Tromft
6.01 Ev m Corporation s be entitle
to,hay", or certificates,` to �W such for astli 'B per `;, fy ng,the
numbei Class No- , � ,.sham of the stock f C i " hirn cat
w
repres � of such stock shall be um,hered inr which "sMH be ire
m the e o Corporation y the-President r,a Vice idenat, and by
the m, or an Assistant Secretary or by the CWr'-Financial Officer, %,,.an Assistant
Tr eaft my,.Any of or all of the signatures on the certifftaft�s may be a facs inuflt Ln caw any
offW&, uuw, agent or 'i wuaj who has signecL or w facs rn e signature: n placed,
upon]any such cerd f:c , I have ceased to be such officer,umn,fer agent before
.� ,
such certi fca-- is issued,such certificate may nevertheless be Lvamd by the Co ion wm the
same effect as though the pown who ""gned such or whose acsirn '".i i ure shall
have a placed diereupm were such officer., bmsfer agent or registrar at the of is'm. r
record shall be kept of the MU CAAme names of tk person firms or corporations owning the
stock by soh certificates, the number and class, of shares repre-sertted by such
crtifacatcs rcspectively, and the respective dates thereof, and in case of cancellation., the
w
Is
Aril
w � 's tog N
IL
AIL
N �N
N "!
jL
V 71L
�F4'
Ih
�#y�
1 f �.
" N
N
If IN I
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�
M� M� w
JOT
• �
KPON
a
Al'I
MM
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''1F' M "we ■'� w�, 1' '' 9F M m 1R "IR' If M lM IV x
•. ',.1f
oil
1111r, ffwg..
I fill
µ
M w4
RRO
VIA[ I
10 a
ww
directors i s y t IqAl counsel in, a VVritten op ll� or (1110 by the
stockholders,
104 IgdMuffiglagn AZdWt vMM 9f Jggplg&[ Puty, NawfthsaMing the
otha . w
Co ion him been successfW on,,the merits or othwwise in dekvse of any action, SWU or
proceeding, to m Section T.Olor 7.02,or ill de&mseofany c issm or,matter therein,
inc � m in connection therewith.
tvases murred by.an officer or di rector M'.4fending a
civil�. � action,suit or proceeding may be paid by IW.CorporaUon in adv e�• f the fuW
in We case upon
d" 'Of such action,suit or Proceeding as aUthofized,*,,,*Board the 4WO
rea*,of Sn' ng by tO repay SU .. t unless it
shall ulfinioeljr, be dewmined d*,he 'is entitled to bi,_1 need by the,, cqrporation as
&Wxnized-in this Article. Such expenses incurred by other employees and agents may be so,paid
upon su&ftft n, and o any"as the&mrd deems atc
6*.ft The indemnification provided . 'c
not be deenie&exclusive of any o&er rights to wµ
4WILIE, VO U=
entitle&v:%tKxIt*"any Bylaws, agreem. te ot as to action in his official capacity and as to act in anotha,
S0449Jdas.
'ors cawity while
otherw'holder sib � ce,,, and shy coiitnve as to a person w ceased to be a officer,
em Wyce or ageW and sit inum to enefit of the heir%C'*Ocutom and admidiat MW of such
a Persom
7 l U resolution by the Cotporation may purchase
and mahmin, ,L
isurance on behalf o any person who i a motor, o� employee or
�' ' ratio,, or is or was s ng at e o the o a tors
employee o"" agent, ` �o�� razor, ' ,� joint DIY. ,.A�� other
erite °. `� o*M.,r y iability �r
aated against hi � � by i in any; ty,
such,arising out of;his st9w, as
.. would have the Power to
, - Ii .of Article.,
For the p of this Article, 'S to
C !.:ibclu& all constitwnt coqwafions a .a consolidation or merger as well
as the,*Wfinig or sum'vig corporation, so that any who is, of was a.dhvctor, officer,
emplqyee.or agent of such a constituent oration or is or,was serving at the request of such
cons*uent corporation as st dirw,or, = employe or agent of orpo M4
t , joint vent, Mist or other se shall sad in the same powition under the
proviswris of this Article With Wit to the resulting or surviving corperafion w he would if he
had served the resulting or sum"ving corporation in the same
7,09 QftE
MR- I,,MM I
M '" �"' purposes
of Article, references to "o � e "y fit l references,
to "fines" shall include any cis taxes assessed on a person With respect to p oy
benefit pim wW references to "serving at the request of the Corpon' .. y
employe'
involves services director,,.cif , employee., or" ' re " employee
fit'p c r * a hu.. good'hM and in a
heiftesonably believed W.be i the interest of the participants and beneficiaries of an
employee benefit p1m shall be deemed to have acted in",A" numner "not opposed to the best
interests of the Corporation"as refirrect to in this. c lel
ARTICLE VM,r. '",
*henever notice
f + requiivd to be "ven by,$m Sylaws or
1;:�"_ i ,
the q,,I.of Incorpomfice cw.by,,io ,, w .d notice-,"
noticein' *4�4 either I more or Awthe fime sWed dmlre4- and such waiver shiWbe deaned
equivalent W no0ce. ,
&-SW:,.,Amadmaz I-Iii Bylaws, or any in, may be alwitd;iihended or
u :o,
4"*
4.mAnew Bylawsway be" by the BoaMj.by' aj n
,.� .� ":� � then m office as d m g any, ti O f the . the
stoc. ng .,o. �w annual ofstockholdem, r �' rew notice, .I&M,provided thattotice of such n=dW I real
or adcp, F, special'
" � � �+ w � "7 �3'�lm n Bylaws a oN a't� the
sckho u be alter or Mph by either the the stockholders.-r.,..
rr. a
y
.a .
2
`
EXHIBIT "Di"'
Two
COnmm'�Omg-�-'ft- 'I*uAm& Dew'Ve O' l MU-nt
I n1centive Ap..,.. licat,mion
Housing and Economic Development
1000 Throckmorton Street,
Fort Worth, Texas 761102
(817) 3921,.7540
ON-
`
w ISO
INA,
OUR
4p
r7y !aL!
IF
ZOO
Ll-
T oly M. .F77nIllir-10-10301
7'
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..............................,
.....................................
A'Alik"JALILT.
-- --------
ONO 7-T"T-_'r-T-w PRI ww v IF- low
.........................
a • AM
Nom. �„ ' � � 1.� �d` � �'
is ft AMUS1 amount of sertvace expenses?
2.What percentage Y411 Mmitted to Fort Worth u .
I Whet'perw be ft to Fort Worth Carl!Minoft and Women RWriess
R
DISCLOSU
Is,any mot RVI relrtnil Any form of comp*nsadon,commission or Other monoftry twogM b&MW On tho 10vol
N*olnO by the appiks Mt from tt CIty of Fort W pleas*,expWO ;W at X 6
IMON
These r e
x
W 1
r
documents=. t be submitted with the Appkation, ft ileaWr be domed In 1 -ate 41 r
r.
a.)Aftactv a site pan project,
diocurnentation to 3ubstenbite yourTequest
c. m. w snWortmental im m4th this pmject.
d� Do be 0*InNistructure t mpro"rrmts(vmter,sevwi SbIMMO etro,)t at.
w "ble smy dilred beneft to to City of Fort Worth as a,result of Ns pmisd-
f.)Attach a legal,dewrip`. r survoyoes.derflMed mates and bounds descripton.
9.)Attach a o the roost,recent proper tax sUdemOt "$pPrOdO4PpMW8l di O fc*,M Pamela
Invall In the prcfea
..Attar e de Lion of the.join to be created(technician,engineer,manager,pt.)' .to ,,
rate for each dawftetkwL
0.....Attach a bdof description employee be -t pa s .e.,health ingun1knce, _rettorwt pubft ;
t.VV day s � + d p a sm s ►
r Y.
. Attwh a plan for Ow,ultilftation of Fod Worth CeMed MIWBE . i .
Attach a.1WIng of the applimf1s,BoarO of tWectorl91 Jf4pottoblev.
1. a.,copy of If=f on-Papery,nodng 30 principals,PVVWS,,Ikr4 Ageft4ind sit�ost. Worth
owned Oy each. 410 vice
The co M for p#ng $5,000 as an aoksOon re4f pl y
POOSSOVOld to GovnW in,fixeculive.SoiWon, t*fee,is refillonded. Upm pms"Ikm't* $Vs$kA.
Upon�pw.ovW, the balance of ► 4". kmtrdt F.
to �.r �
complaWn o ftprojed`vwglbe refu dedwpm request from f'gip"
On behalf bf,te applicant,I ciertlf�the information,contained in thIs application k1k pr 6 ��and
Corrl
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Update d 08/09/201
I;
Central City(Boundaty,
!�, ,„
CD8 11 � te Area l .� �' Development
N AOW&
City "Imi ti Uibs
Ubu Eli;yl ma, utmtr--d y
W'%
uescript ion, of' Reall Property Improvements
EXHIBIT '"F
Landlord provided Tenant Improvements to, G,EN,CO ATC LE
AT Industrial Owner 3 and AT Industrial Owner 4, LLC
Alliance Business Park
13500 Independence Parkway (Gateway 1191) and 13550
Independence Parkway (Gateway" 5)
Landlord r ill provide a tenant improvernent allowance for the, addition
and/or re fur bis,hmtint or construction of office a a�r,king
modifications, of up to $950,000 at Gateway 5 and up to $350,00101 at
,Gateway 19. The allowance shaall'i be used to cover the following:
• Employee entrance in the middle of the Gateway 5 building
• Office explansion of apiproximately 10 offices at the
Gateway 5 Build�ing
• Pavi:ng of approximately 100, employee parking spaces at
the Gateway 5 building
• Replacement of any HVAC units that are at the end of the
unit's pus life
• Up to a total of $100,,000 of discretional tenant
W
i rovemen:ts at Gateway 5 or Gateway 19.,
5201 Alliance Gateway Freeway (Gateway 31)
Landlord is providing tenant a construction allowance not to exceed
$5 "0,000 for HVAC replacement rk for units that exceed their useful
life by 12/'31/2013 and $2710,558 for! a lighting retrofit to replace
existing lighting throughout the f'aci'lity with T-5 or T-8 is will help
gain operational efficiencies.