Berkeley County Council Agenda

BERKELEY COUNTY COUNCIL AGENDA

400 WEST STEPHEN STREET, SUITE 205 TUESDAY, FEBRARY 7, 2017, 2:00 P.M.

2:.00 Boards of Review and Equalization Larry Hess, Assessor, Review and Equalization – Session # 4

2:15 Budget Presentation FY 2017-2018 Steve Catlett, Director Martinsburg Berkeley County Parks and Recreation

2:30 Board of Review and Equalization Applicant Brandon Wright, EY, LLP Quad Graphics

2:45 Budget Presentation FY 2017-2018 Floyd Kursey, Treasurer Conservation District

3:00 BREAK

3:15 Board of Review and Equalization Applicant

3:30 Budget Presentation FY 2017-2018 Neil Doran, Director Eastern Regional Airport Authority

3:45 Board of Review and Equalization Applicant

RECESS

The Berkeley County Council reserves the right to re-arrange items on the agenda as needed due to time constraints of the public or the Council. BUDGET PRESENTATIONS FOR THURSDAY, FEBRUARY 7, 2017 ACCT# AGENCY NAME FY2011-12 FY2012-13 FY2013-14 FY2014-15 FY2015-16 FY2016-17 FY2017-18 Request 900 Parks & Recreation-Hotel/Mota! Tax $237,754 $237,754 $245,940 $225,000 $194,500 $200,000 $205,000 900 Parks & Recreation-General Fund $72,000 $72,000 $72,060 $72,050 $102,000 $91,800 $112,500 998 Parks & Recreation-Capital $28,000 $28,000 $50,000 $0 $50,000 $0 $50,000 Parks & Recreation-Total Request $337,754 $337,754 $368,000 $297,050 $346,500 $291,800 $367,500 718 Eastern Panhandle Conservation District $1,500 $1,363 $1,500 $1,500 $1,600 $800 $5,000 434 Eastern Panhandle Regional Airport $15,000 $37,500 $37,500 $34,285 $34,285 $30,000 $37,715 Outside-Agency Request fo., undi g

2017 - 2018 Fiscal Year

Berkeley County Council

Contact: Mrs. Penny She well - Email: [email protected] Phone: 304-264-1923

Date Submitted: 101/09/2017

Agency Information

Agency Name Submitted by: Name & Title

!Martinsburg-Berkeley County Parks & Recreation !Teresa Bennett/ Finance Officer

Address of Agency or Contact j273 Woodbury Avenue, Martinsburg, \fN 25404

E-mail Address: Phone: [email protected] 1304-264-4842 Request Supporting Information

Total FY2017 - 2018 funding requested from the County Council

367,500

List the significant accomplishments of your agency for FY2016 - 2017 The Board has continued to dedicate resources to the renovation of Poor House Farm Barn with the most recent renovations of new windows and doors throughout the facility. Previously completed renovations included upgrades to the heating/air cond itioning, creation of indoor restrooms and renovations to the kitchen area which were also completed in 2016. The Barn continues to be a popular venue for weddings and other events. Additional renovations should be made to assist with expanding rental opportunities. The Ambrose Children's Garden was completed and dedicated in 2016. The park offers multiple learning activities for elementary school age children . The feedback has been very positive. We are currently working on additional curriculum geared toward elementary school age children with plans to attract more group offerings for the Spring/Summer of 2017. The majority of the funding for the "Children's Garden" has been provided by private donations. We continue to search for funding to assist with maintenance and staffing of the park area and for special event offerings at the garden. Due to the popularity of the gymnastic program and the many offerings available through that program, space is continually an issue. In the fall of 2016 we began renovations of the Marshall Mason Wing to expand the gymnastic program and provide additional classes and party offerings. With this expansion, we were forced to relocate other programs to the Ramer Center. Through the assistance of the Board of Education with providing us the use of the Ramer Center Gymnasium, we have invested significant funds into the upgrades of the facility to allow us to relocate our indoor winter soccer program, pickleball ( a sport that combines badminton, tennis and table tennis) and adult volleyball. Other organizations also continue to use the gym space at Ramer.

List all significant funding sources that your agency has received during FY2016 - 2017

The largest allocation of funding to MBC Parks & Recreation was provided by the Eastern \NV Community Foundation for the upgrades to the windows /doors at the Poor House Farm Barn. We also continue to receive sporadic donations for the Children's Garden in efforts to create a self-sustaining facility.

What major activities are planned by your Agency for FY2017 - 2018?

In addition to the ongoing programs and leagues that we provide on an annual basis, we also host many "special events" that assist us in generating revenue to support our operations. In 2012 we began hosting the Quad State Classic tournaments for traveling basketball teams. These events are weekend events and they have become a very popular offering with the popularity of travel teams. We have expanded these offerings since inception and in 2017 we have added a fifth weekend to the tournament schedule. As this continues to grow we may consider adding additional weekends as a way to increase the generation of revenue and utilize the facilities throughout the spring and summer when basketball leagues are less popular. We also host Regional and state gymnastics meets throughout the spring. These events bring in thousands of gymnast from all over the east coast. We continue to develop events and activities to fully utilize the availability of the recreation centers and park facilities. We plan to begin construction of the new "Goldie Gibbons Park" on the 1. 7 acre parcel in Bedington. In the Spring of 2017 we plan to replace the Norwalk Creek Pavilion at War Memorial Park and the pavilion at the PO Faulkner Tennis Courts. Additionally, the tennis courts located at PO Faulkner are in need of a complete restoration that is estimated to cost between $50-60K.

If funds are received from Berkeley County, specify what these funds will be used for:

Funds are continually needed for maintaining and operating our existing Public Park system which has grown tremendously over the past 15 years. We continue to develop ideas to help create long term funding resources. There is significant concern for the added burden of increased facilities and land and the overall cost to maintain additional properties. We also have tremendous concern regarding the impact of the minimum wage increases that continue to impact our operating expenses as we rely heavily on seasonal employees for various areas of our operations. As the age of the parks and facilities continue to increase additional funds are always needed for repairs and capital improvements.

Filed with: State Tax Commissioner _x______Assessor of ~B=E=R~K~E~L_E_Y______County Date 2/2/2017 -

Complainant: Brandon Wright/EY, LLP MailingAddress: 155 N UPPER WACKER DR, STE 2000, CHICAGO, IL 6060f:Phone:312-879-6869

Type of Property: Residential Commercial Industrial x Natural Resources Real x Personal Account#: ______Type of Complaint: Valuation x Classification

Property Assessed in the Name of: ~ -RINTINGI I Corp (Quad Graphics) 871 Baker Rd, MA~R:T:I~N:S~B~U~R~G~~wv::--=-----='----=-=-=-:..------Add ress o fp roperty: ' District 01 Map 12 Parcel oo 74 o00 2 Acres 56 .10 Description ~~~~~~~~-~~~~~~~~-~~--~~- Purchase Price $ Date of Purchase ------Property Insured for: $.______Appraised Value Current Year$ 19, 5 84, 98 3 Appraised Value Prior Year $19' 3 21, 8 0 0 Complainant's Value $$11, 070, 000 Do you have a recent appraisal? Y __ N_x _ If yes, what is the amount of the appraisal $ ______Date of Appraisal------

REASON AND BASIS FOR COMPLAINT Please state the reason and basis for this complaint. In order to be considered the complainant must provide substantial infonnation that justifies the complainant's opinion of value or classification

Market rents indicate a value below the current assessment ComparabJe saJes range $22 73-$30 95 The snhject property is not assessed in-line with similar surrounding properties with_a range $21.35 - $42.09 and a median value of $25.09/SF.

Cost Data: Replacement Cost or Cost to Build or Rebuild the Property $ 8, 6 2 0, 6 O7 True and Actual Value of the Land $ $ 2 , 4 4 9, 3 8 3

Income Data: Attach income and expense data relating to the property for the three most recent consecutive fiscal years.

Market Data: List below the true and actual value of three comparable properties in the same geographic area. 615-617 W King St, Martinsburg, WV; Active Listing; $10,500,000 ($30.00/SF)

2 60621 Mid Atlantic Pky, Martinsburg, WV; 7/6/2015; $5,000 ,000 ($26.17/SF) 3 635 McGarry Blvd, Kearneysville WV; 11/1/2014 ; $$2,975,000 ($27.05/SF)

I do-hereoy-cerfffy thatfhe above statements are true to the best of my knowledge and abili QJJad•GraphJCSE N61 W23044 Harry's Way Sussex, WI 53089 414.566.6000 June 27, 2016 www.QG.com

GENERAL APPOINTMENT OF AGENCY

Ernst & Young LLP is hereby authorized to represent Quad/Graphics, Inc. ("we" or "us") and its subsidiaries in ad valorem, real property and personal property tax matters with respect to all property owned, possessed and/ or controlled by Quad/Graphics, Inc. Ernst & Young LLP has the general power to represent us in receiving notices of value, filing of returns, obtaining copies of appra isals, tax assessments, abatements, exemptions or any other information relevant to real and personal property tax matters. Ernst & Young LLP is also authorized to negotiate and accept any settlement reached with all assessment and appraisal authorities including boards of equalization, appraisal review boards, state tax commissions, or other entities exercising authority or review of real and personal property tax assessments, abatements, exemptions or any other matter upon which the entities have administrative jurisdiction. Additionally, where permitted, Ernst & Young LLP has full authority to represent us, with the assistance of legal counsel, if necessary, in the appeal process.

This authorization remains in effect until revoked, in writing, by Quad/Graphics, Inc. and its subsidiaries or Ernst & YoungLLP.

Quad/Graphics, Inc.

By: ~fi~ n .V Title: W£CCv ...s~"l!Ot. 1Ax£S

EY, LL P Page 10 of1 0 TAX ASSESSMENT APPEAL SUMMARY

Site Name: Quad Graphics Owner: QG PRINTING II Corp Address: 871 Baker Rd City/State: Martinsburg, WV Jurisdiction: Berkeley Parcel(s): 01-12-00740002

2016 FMV: $19,584,983 $53.08/SF 2017 FMV: $19,321 ,800 $52.36/SF Request: $11,070,000 $30.00/SF

Type: Industrial Year Built: 1989 RBA: 369,000 Land Area: 56 .10 AC 2,443,716 SF

Key Issues of Concern

!Market rents indicate a value below the current assessment. !Comparable sales range $22.73-$30.95. !The subject property is not assessed in-line with similar surrounding properties with a range $21 .35 - $42.09 and a median value of $25.09/SF.

Assessment History

FMV Per SF AV Land : $2,449,383 $1.00/SF $1,469,630 Imps: §17,135,600 §46.44/SF §10,281 ,360 2016 Total: $19,584 ,983 $53.08/SF $11,750,990

Land: $2,449,200 $1.00/SF $1 ,469,520 Imps: §16,872,600 ~45.73/SF §10 , 123,560 2017 Total: $19,321 ,800 $52.36/SF $11 ,593,080 871 Baker Rd , Martinsburg, 'NV 25405 -.· VI' N <;: ~-· e~ ,'<)<.\i.o ~ ~ r ~ Search Results cl/i'fjj ""' l tJV' j © Industrial :t c~ Greensburg 0 :#' .., £ BCRKH l' I/ j Scrabble I I /5' la \ '1'!1 ' ~?<>' ¢.~'! Nollville GJ Stie,,,, ~' ...&~ "'' "<>.;.. ~ GD .. itarr1,, ;,t01 i¥ ! ~burgPll;e § .:.."' 'ti ,e~~· ..{' !} Shepherdst ~ ' · Mountain ~ ! Baker Heights ' ld8o'._, Pike:side r.,o..,. , 0 MORGAN GROVE \)~ '""S't. ¥4 <;\~

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Copyrighted report licensed to Ernst & Young U.S. LLP- 581860. 1/9/2017 Copyrighted report licensed to Ernst & Young U.S. LLP- 581860. Quad/Graphics to close plants, cut $100 million in costs Page 1of3

MllWAUKEE · WISCONSIN 5 SECTIONS Search .. p JOURNAL SENTINEL 0 68° .1. SUBSCRIBER LOGIN JI Ui,ITl'fO JIOl~li: Wl.WM«O ~ 001 . J(tll) tt)-11 ....l,. .... M ..,,., tK...

BUSINESS Quad/Graphics to close plants, cut $100 million in costs

Disappointing financial resu lts are prompting Quad/Gra phics to cut $100 million in costs. Credit: Journal Sentinel files

By Rick Rome II of the Journal Sentinel

Nov. 03,201 5

In the wake of disappointing financial results, Sussex-based Quad/Graphics Inc. said Tuesday it will begin closing plants and taking other steps to cut $100 million in costs.

"Our third quarter financial performance was challenging and below our expectations," Joel Quadracci, CEO of the commercial printing firm, said in a statement.

EY, LLP Page 5 of 20 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-l 00-million-in-costs... 1/11/2017 Quad/Graphics to close plants, cut $100 million in costs Page 2of3

Quadracci said the company would move swiftly to slice costs and bring them in line with sales.

Quad did not say how many jobs it might cut, or identify any plants for closing. However, spokeswoman Claire Ho suggested that the firm's operations in Wisconsin, where it employs 7,000 people at 14 facilities, are not high on the target list for closures.

Quad continues to move work to its most efficient printing and distribution plants, and the Wisconsin operations are "among the most efficient platforms in the entire printing industry," Ho said in an email. She said Quad is still hiring in Wisconsin.

The company, the biggest printer of magazines and catalogs in North America, operates 57 printing plants in the U.S. and another eight outside the country. It employs 24,000 people worldwide.

However, like other printers, it has seen demand dampened by the rise of the Internet and digital technologies such as iPads and other tablets.

In its annual report filed with securities regulators last March, Quad noted that prices for printing had "declined significantly in recent years."

Tuesday, Quadracci said in his statement that pricing pressure accelerated during the three months that ended Sept. 30, while Quad's manufacturing productivity declined.

The firm's sales for the three months ended Sept. 30 totaled $1.16 billion, down 6.5% from the $1.24 billion in third-quarter 2014 revenue.

The company booked a loss of $552.2 million, or $11.50 a share, in the quarter. But that stemmed almost entirely from a $532.6 million non-cash, after-tax charge Quad recorded for "goodwill impairment" triggered by the decline in the firm's stock price.

Before Tuesday's announcement, Quad's stock closed at $13.10, down 18 cents.

The company went public in July 2010 at $49. Its shares traded above $40 for almost a year, then plunged. They rebounded above $30 in 2013, but have trended downward for the last two years.

EY. LLP Page 6 of 20 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-l 00-million-in-costs... 1/ 11 /2017 Quad/Graphics to close plants, cut $100 million in costs Page 3of3

The slide in the stock notwithstanding, Quad generates enough cash to pay a hefty dividend - at least at the prices of the last two years. The current dividend of $1.20 a year amounts to roughly 9% of Tuesday's closing price.

Quad on Tuesday declared another 30-cent quarterly dividend.

The company also reduced its 2015 revenue estimates by about $200 million. Previously, Quad had estimated sales of $4.8 billion to $4.9 billion for the year. The firm now expects $4.6 billion to $4. 7 billion in revenue.

Since 2009, Quad has more than doubled its revenue, in large measure through acquisitions.

Quadracci may disclose details of the company's cutback plans Wednesday morning during a conference call with analysts.

About Rick Romell Rick Romell covers retail and general business news.

'!I @R ickR omell ~ rromell@journa lsentinel. co m J 41 4-224-2130

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EY, LLP Page 7 of 20 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-100-m i II ion-in-costs... 1/1 1/201 7 Quad/Graphics to lay off 650 with Georgia and Pennsylvania plant closures; some work c... Page I of 2

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From the Mi lwaukee Business Journa l: http://www.bizjournals.com/ milwaukee/news/ 201 5/11/ 04/quad-graphics-to- cut-650-jobs-with two-u-s-plant.ht ml

Quad/Graphics to cut hundreds of jobs with two U.S. plant closures; some work coming to Wisconsin

Nov 4, 2015, 10:28am CST Updated: Nov 4, 2015, 2:1 3pm CST

Quad/Graphics Inc. announced two new plant closures in response to its weak third-quarter performance, which included a net loss of $552 million.

The Sussex-based commercial printing company, which has followed a consolidation strategy since its 2010 acquisition of World Color Press Inc. that has closed 29 total printing plants, will close its plants in Augusta, Ga ., and East Greenville, Pa. , by the

end of the year, CEO Joel Quadracci said Wednesday. MICHAEL VA N VALKENBURGH Quad / Graphics is closing a plant in Georg ia and a The Augusta plant for Quad/Graphics (NYSE: QUAD) employs 250, plant in Pennsylvania by t he end of the year in response to poor third-quarter 2015 performance. specializing in printing retail advertising inserts and catalogs, and the East Greenville plant employs about 400, specializing in printing magazines and catalogs. Some of those jobs will move to Wisconsin, where the company's 14 highly efficient manufacturing and distribution centers have excess capacity to absorb the additional work.

The closures are part of a $100 million cost reduction program, which will also include productivity increases, a new management structure, and an emphasis on reducing administrative expenses.

Quad/Graphics' sales dropped 6. 5 percent to $1 .2 billion in the third quarter, compared with the same period in 2014.

The net loss of $552 million, or $11 .50 per share, was a severe disappointment compared with the same period a year ago, when the company reported net income of $24.4 million, or 50 cents per share, Quadracci said . The results reflect a $533 million after-tax one-time impairment from an acquisition.

EY, LLP Page 8 of 20 http://www.bizjournals.com/milwaukee/news/2015/11/04/quad-graphics-to-cut-650-jobs-w... 11 11 /2017 Quad/Graphics to lay off 650 with Georgia and Pennsylvania plant closures; some work c... Page 2 of 2

"This $100 million cost take-out program, this isn't like we woke up one day and said we had to take $100 million out because of the third quarter," Quadracci said during the earnings conference call. "It was a continuation of cost we were planning to take out. But I was frustrated with the results. I said we've got to go faster, and be more bold than we were before. We 've got to get ahead of the curve."

The company will help relocate laid off employees who are willing to move to other plants, including the Wisconsin plants, where Quadracci said the company has struggled to find labor.

"We got caught, starting in the spring, of having a real challenge finding skilled labor," he said . "A lot of our productivity issues stem from it taking too long to get the people in."

Earlier this year Quad/Graphics also announced plant closures in Enfield, Conn., and Loveland, Colo.

The bright spot in the earnings release was Quad's cash flow, at $68 million year-to-date, which Quadracci said provides sustainability into the future, despite the increased competition and declining sales.

"I'm very frustrated with the quarter," he said . "But at Quad/Graphics, frustration usually leads to a high degree of motivation. That's how our culture works."

Olivia Barrow Re porter Milwaukee Business Journal

EY, LLP Page 9 of 20 http://www.bizjourna ls.com/milwaukee/news/2015/l l/04/quad-graphics-to-cut-650-jobs-w ... 1111 /2017 Quad/Graphics to close two more plants this year I BizTimes Media Page 1 of 2

B1zTlmes MILWAUKEE BUSINESS NEWS

Quad/Graphics to close two more plants this year

by Molly Dill November 04, 2015, 9:58 AM

https://www.biztimes.com/2015/ 11/04/qu adgra phi cs-to-close-two-mo re-pl ants-th is-yearI

Sussex-based Quad/Graphics Inc. announced in its earnings call this morning that it will close two more plants by the end of the year, in East Greenville, Pa. and Augusta, Ga.

(http:// 68031 lj plwe ls lhj p4dfnj Ib-wpengi ne.netd na-ssl.com/wp content/ u ploads/2015/ 11/ Pri nti ng-shutterstock_ 134525 7 5 9- e 1446652650408.j pg)

There are about 400 employees at the East Greenville plant, which prints magazines and catalogs. There are about 250 employees at the Augusta plant, which prints retail advertising inserts and catalogs.

The work from those plants wi ll be moved to other Quad faci lities around the country. Some of the work will be moved to Wisconsin, but it was unclear how many jobs will be created here.

"We value the talents and contributions of employees impacted by today's announcement," said Claire Ho, a spokesperson for the company. "Quad/Graphics needs sk ill ed, dedicated employees for job openings in a number of our plants where we are consolidating work, including here in Wisconsin. Therefore Quad/Graphics will help employees who are willing to relocate take advantage of other opportunities within the company."

Those who do not transfer to other plants wi ll be laid off, and are eligible for a separation package that includes pay, extension of health care benefits and career outplacement assistance, Ho said.

Quad is also in the process of winding down work at its Loveland, Colo. and Enfield, Conn. plants, which it announced it would close in August. Those will result in about 197 layoffs.

"By the end of this year, we will have closed 31 plants since the July 2010 World Color acquisition," said Joel Quadracci, chairman, president and chief executive officer.

Th e closures are part of a plan Quad announced in its earnings report yesterday (http://www.biztimes.com/2015/11/03/quadgraphics-announces-100-milli on-cost-reduction-plan/) to reduce costs by $100 mi ll ion. Also part of the plan are the reduction of sel ling, general and administrative expenses, an increased focus on productivity, and a recent organizational structure change (http://www.biztimes.com/ 2015/ 10/06/quadgraphics-restructures-leadership roles/).

Quadracci discussed the steps as part of the plan to transform the company, which will include a continued focus on strengthening its core print categories, generating significant free cash flow, and expanding its presence in the packaging industry.

"I'd like to thank our employees for all their hard work and dedication, especia ll y today during our busiest quarter," he said. "At Quad, we have always been about finding a better way, and that's especially true when times get tough. This time will be no different."

EY, LLP Page 10 of 20 https://www.biztimes.com/2015/1 1/04/quadgraphics-to-close-two-more-plants-th is-year/ 1/11/2017 LWC Cost System - Accounting Period View - Actual "Recovery" Costing Business Group-Location Martinsburg Book Year 2016 Cost Center ID All 31 28 31 30 31 30 31 31 30 31 30 31 365 Mach Hours Column Labels Row Labels 1 2 3 4 5 6 7 8 9 10 11 12 Total Binding lnline 2,618 2,517 2,344 2,166 2,471 2,540 2,579 2,732 2,605 2,490 2,154 2,430 29646.7 HARRIS 105 410 76 172 149 219 226 355 224 322 353 512 551 3568.38 HARRIS 106 540 529 520 483 550 518 529 503 448 517 530 528 6195.48 HARRIS 107 424 399 158 84 456 303 229 243 325 187 33 100 ,. 2941.69 HARRIS 108 365 625 636 658 448 603 449 681 504 455 333 408 6164.02 HARRIS 114 238 219 205 157 186 216 346 369 362 346 302 230 3177.11 Press 3,566 3,821 3,811 3,565 3,507 3,934 4,095 4,418 4,000 3,862 3,427 3,629 45634.3 DIGITAL PRESS (WEB) 314 402 385 272 221 379 601 577 569 615 600 570 5504.73 M125 187 117 509 385 281 234 147 68 174 135 288 269 2793.82 M700 641 652 456 503 563 665 569 710 543 333 301 289 6224.05 MR40 599 659 657 503 603 669 652 695 574 598 439 609 7256.79 MR601 644 656 669 592 630 698 664 708 640 649 424 557 7532.24 SH028 208 127 124 141 121 126 200 252 180 175 198 192 2045.37 Tl126A 457 559 427 586 514 574 587 710 652 675 593 604 6937.83 Tl127A 516 649 584 583 574 589 -----674 698 666 683 583 539 7339.47 Grand Total 6,183 6,338 6,156 5,731 5,978 6,475 6,674 7,149 6,605 6,353 5,581 6,059 75281 Finishing-2016 HARRIS 105 55% 11% 23% 21% 29% 31% 48% 30% 45% 47% 71% 74% 41% HARRIS 106 73% 79% 70% 67% 74% 72% 71% 68% 62% 69% 74% 71% 71% HARRIS 107 57% 59% 21% 12% 61% 42% 31% 33% 45% 25% 5% 13% 34% HARRIS 108 49% 93% 85% 91% 60% 84% 60% 92% 70% 61% 46% 55% 70% HARRIS 114 32% 33% 28% 22% 25% 30% 47% 50% 50% 47% 42% 31% 36% Total Finishing 53% 55% 45% 43% 50% 52% 51% 54% 54% 50% 47% 49% 50% Press DIGITAL PRESS (WEB) 42% 60% 52% 38% 30% 53% 81% 77% 79% 83% 83% 77% 63% M125 25% 17% 68% 53% 38% 33% 20% 9% 24% 18% 40% 36% 32% M700 86% 97% 61% 70% 76% 92% 77% 95% 75% 45% 42% 39% 71% MR40 81% 98% 88% 70% 81% 93% 88% 93% 80% 80% 61% 82% 83% MR601 87% 98% 90% 82% 85% 97% 89% 95% 89% 87% 59% 75% 86% SH028 28% 19% 17% 20% 16% 17% 27% 34% 25% 24% 28% 26% 23% Tl126A 61% 83% 57% 81% 69% 80% 79% 95% 91% 91% 82% 81% 79% Tl127A 69% 97% 79% 81% 77% 82% 91% 94% 93% 92% 81% 72% 84% Total Press 60% 71% 64% 62% 59% 68% 69% 74% 69% 65% 59% 61% 65%

Page 1of1 INCOME APPROACH SUMMARY STABILIZED Quad Graphics Jurisdiction: Berkeley 871 Baker Rd Assessee: QG PRJNTING II Corp Martinsburg, WV Parcel: 01-12-00740002

Occupancv Tvpe Sguare Footai:e Rental Rate Potential Gross Industrial 369,000 $3.25 $1,199,250 Percentai:e Vacancy & Collection Loss 5.00% $59,963

Effective Gross Income $1, 139,288

Operating Ex penses Percentai:e Total Expenses 10.00% $ 11 3,929 Total Expenses $ 11 3,929

Net Operating Income $ 1,025,359

CAPITALIZATION Ove rall Rate 9.00% Effec tive Tax Rate 0.00% Captilization Rate 9.00%

VALUE (NO I/CAP RA TE and Rounded to Nearest $100) $11,392,875 Price Per SF TAXPAYER'S OPINION OF VALUE -STAB $30.88 $11,393,000

JURISDICTION MARKET VALUE $52.36 $19,321,800 Lease Comparables

113,842 SF Industrial Lease Signed Jun 2016 for $3.95 Triple Net (Asking) 891 Auto Parts Pl - 1st Floor Direct, Leased by Rubbermaid Commercial ***** Martinsburg, VW 25403 - Berkeley County Ind Submarket

Asking Rent: $3.95/NNN Start Date: Jul 2016 Free Rent· Deal Type New Lease Property Type Industrial Class B Starting Rent: Term: Escalations: On Market: 15 Mos Building Area: 2,277,000 SF Effective Rent: Exp. Date· Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In : 7 ext.I Parking Ratio 0.30/1 ,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep: Tenant SIC

Lease Notes

10# 124536271

178,091 SF Industrial Lease Signed Jun 2016 for $3.95 Triple Net (Asking) 891 Auto Parts Pl - 1st Floor Direct, Leased by Rubbermaid Commercial ***** Martinsburg, VW 25403 - Berkeley County Ind Submarket

Asking Rent $3.95/NNN Start Date Jul 2016 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent· Term: Escalations: On Market: 15 Mos Building Area: 2.277,000 SF Effective Rent: Exp. Date Dec 2016 Tl Allowance Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In 16 ext.I Parking Ratio 0.30/1 .000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord· The Shockey Companies Tenant Rep: Tenant SIC

Lease Notes:

ID# 124536281

110,000 SF Industrial Lease Signed May 2016 for $3.95 Triple Net (Asking) 5550 Winchester Ave - 1st Floor Direct, Leased by Procter & Gamble ***** Martinsburg, VW 25405 - Berkeley County Ind Submarket

Asking Rent $3 .95/NNN Start Date: Aug 2016 Free Rent: Deal Type: New Lease Property Type Industrial Class B Starting Rent: Term: Escalations: On Market: 98 Mos Building Area: 389,244 SF Effective Rent Exp. Date: Jul 2018 Tl Allowance: Build-Out Full Build-Out Built!Renov: 1959/2005 Office Area· Dock/Drive In: 7 ext.11 Parking Ratio: 1.03/1 ,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: Shockey Companies Tenant Rep: JLL - Jim Clarke Tenant SIC

Lease Notes:

ID# 124381451

E!JERNST & YOUNG Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. Qiulityln Evrrything \i~ Do ·~ Star-3of10 EY, LLP t ... ., Cg9e Lease Comparables II 100,000 SF Industrial Lease Signed Jul 2015 for $3.95 (Asking) 621 Mid Atlantic Pky - Partial 1st Floor Direct, Leased by SuperMedia Inc. ***** Martinsburg, VW 25404 - Berkeley County Ind Submarket

Asking Rent: $3.95 Start Date: Jul2015 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent Term: 1 Year. Escalations On Market: Building Area: 191 ,068 SF Effective Rent: Exp. Date: Jan 2017 Tl Allowance: Build-Out: Built/Renov: 1987/ Office Area: Dock/Drive In : Parking Ratio: 0.10/1,000 SF

Leasing Rep: Landlord: Bowman Logistics Tenant Rep: Colliers International - Bob Acuff Tenant SIC : Advertising Agencies

Lease Notes:

ID# 119414151

727,500 SF Industrial Lease Signed Oct 2013 for $3.75 Triple Net (Effective) 891 Auto Parts Pl - Partial 1st Floor Direct, Leased by Rustoleum ***** Martinsburg , VW 25403 - Berkeley County Ind Submarket

Asking Rent $3.75/N NN Start Date: Apr 2014 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent: $3.75/NNN Term: 15 Years Escalations: On Market: 13 Mos Building Area: 2,277,000 SF Effective Rent: $3.75/N NN Exp. Date: Mar 2029 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: Parking Ratio: 0.30/1 ,000 SF

Leasing Rep Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep Tenant SIC:

Lease Notes:

ID# 1141 78319

207,000 SF Industrial Lease Signed Sep 2013 for $3.75 Triple Net (Effective) 891 Auto Parts Pl - Partial 1st Floor Direct, Leased by Newell Rubbermaid, Inc. ***** Martinsburg , VW 25403 - Berkeley County Ind Submarket

Asking Rent: $3.75/NNN Start Date: Mar 2014 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent: $3.75/NNN Term: 3 Years Escalations: On Market: 70 Mos Building Area: 2,277,000 SF Effective Rent: $3.75/NNN Exp. Date: Feb 2017 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: Parking Ratio: 0.30/1,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord· The Shockey Companies Tenant Rep Tenant SIC: Plastics Products, Nee

Lease Notes:

ID# 114158096

g}/ ERNST & YOUNG Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. Qiulityln E~-rrythingI ~ De> ·~c Star · EY, LLP t-.llf' i9age 4 of 10 South Atlantic - GA, NC, SC, VA, WV

Operating Data Income Asking Rent $1,218 I- $1,028 $996 $967 $1,Q43 Effective Rent - $1,084 I $937 $861 - $889 - $941 Other Income $3 I $3 $3 $3 $3 fi -- Totallncome $1,088 I $940 $864 $892 $944 Vacancy Rate 6.5X 6.1X 6.5X 6.4X 6.3X EGI ~1,017 f $883 $807 $835 +I $884 ~~enS.!_!_'. To~ EKpenses $538 $32-.Q $313 $405 $389 I1·---- _E,'Kpen.se f1~tio 52.91X I 36.27Y. 38.72Y. I 48.56X 44.01X NOi $479 I $563 $495 I $429 $495 Investment Oata ~~g_ Sa l~ _l"_i: ice J $75.430 I $81,161 $77.809 $65,892 I $74,931 OAR I 7.6X I 8.3Y. 7.6Y. 7.8Y. I 7.9Y. GRM j_ 5.80 I 7.22 7.53 6.18 6.64 EGIM 6.18 I 7.66 8.03 6.58 I- 7.06 ' 3rd Qu,.. tor 2016 Doto Co pyrigot 2016 RcoltyRo t•o.comTH

Operating Data Income $4.ss[ .. $10.48 / $8.67 ] $4.39 / $9.10 Askin~R~ t / E~siL $7.s1 I $4:!'!1 $a~4 1 -- ~.04 1 Effective Rent I $3. 70 1 $7.40 / $4.16 $7:98 / t 4.s2I $9_. 66 1 $3.93 $8.44 I $4:19 1- $8.59 I Reimbursable EKp. I .$1.92 / $4.oJ / $1.91 / $±·!d° $1.95 1 $4 .15 1 $1.95 / $4.12 / $ ~~ 1 $4.11 T~~Jincome J $5.62 / $11.55 ~ :;;; [· - $12.05 $6.57 / - $13 .Si r $5.00 / $12.56 / $6.12 / $12.70 Va<'. a.n. ~F1~ _ / 11~6x l 12.0Y. 3.7Y. 7.4Y. 1i.2x / - 7o 9 ~ i -11.ox J --;;.-,-· -;7/d 10.4Y. t5.83 /___ $ 12-:31 1 EGI I $4'.s 7/ $10.17 $5~85 / $11.16 $5.23 -_- $_1_~r- ;~.53 1 $11.38 Ezpenses Total EK penses $2.07 /- $ 4.381 $2.os l $4.38 / $2.10 / $4.4i/ ;;:Q.91_ $4.431 $2.08 / $4.42 I EKpense Ratio 41.6oY. I 43.07Y. I 35.10x 1 39.23-;;. 1 J5.9sY. / 36.28x/ 40 .~2 x / 39.62Y. 37 . 6 ~ 1 38.86Y. NOi $2.901 $5.79 / $3.79 / - $6.10 [ $3.73 / $7.a4/ $3.14 $6.76 / $3.45 $6.96 Investment Data Av~ Sale Price I $62 / $391 $73 / $_401 8 $80j $36/ --~n OAR 9.3Y. I 9.3Y. / 9.3x l 1,9;,I 9.0Y. ~~:. 1 s.s;.i - 8-::;-X '1 1 . S.6;, 1. --- I _s~ , GRM 8.521 8:29 / 9.21> [ a.6s/ s .08 / 9.48 8.61 9.00 EGIM 6.33/ s.10 / 6.58 / 6.51 s.0sl 7 ~2 [ 7.15 / 6.52 / - 6.79

' 3rd Quor tcr 2016 Doto Co pyri9t1t 2016 Rc;;.ltyR:'.I t c$.COm TH

Rea ltyRates.com rM 12 SALESCOMPARISON Address City County Parcel Built Acres Bldg SF Sale Date Sale Price /SF 615-617 W King St Martinsburg Berkeley 06-13-04500000 7.2 350,000 Active $10,500,000 $30.00 621 Mid Atlantic Pky Martinsburg Berkeley 08-6-00090003 1987 12.9 191,068 7/6/2015 $5,000,000 $26.17 635 McGarry Blvd Kearneysville Jefferson 02-2-00010025 2001 11.5 110,000 11/1/2014 $2,975,000 $27.05 328 Railroad Dr Martinsburg Berkeley 08-3-00420002 30.0 84,000 Active $2,599,800 $30.95 Tabler Station Rd (2 Prope Inwood Berkeley 01-14-00120000 1960 20.0 99,000 7/1/2014 $2,250,000 $22.73

Min $22.73 Median $27.05 Mean $27.38 Max $30.95

Martinsburg I Berkeley 01-12-00740002 1989 I 56.1 North Mountain

Downsville 6A TEff Fa irplay 837 Baker Rd , Tomahawk Spring * 0 Martinsburg , VW

Bessemer I Dogtown

Jones Springs 8ERl

Gerrardstown Dar rkesvi lle ,- - /~ - tlK SRANCH \ Duffields " Leetown I

r ' ..... '~' .. ) Bolivar , ··- Ridgeway / Middleway Ranson I> bing _, I ®-20 6 I ticrosofl Co.rpore · ® 2015 HERE City Property Info Sale Info Inwood 99,000 SF Industrial/Distribution Multi-Property Sale: $2 ,250,000 ($22.73/SF)

Inwood 99,000 SF Industrial/Distribution Multi-Property Sale: $2,250,000 ($22.73/SF)

Martinsburg 350,000 SF For Sale: $10,500,000 ($30/SF) Industrial/Manufacturing Kearneysville 110,000 SF Industrial/Warehouse Sold: $2,975,000 ($27.05/SF)

Martinsburg 191 ,068 SF Industrial/Warehouse Sold: $5 ,000,000 ($26.17/SF)

Martinsburg 84,000 SF Industrial/Manufacturing For Sale: $2,600,000 ($30.95/SF)

Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. 1/9/2017 Multi-Property SOLD

2 Industrial buildings in Inwood , I/IN, having total size of 99,000 SF . Sale Date : 07/01 /2014 (2 ,510 days on mkt) #Properties: 2 Sale Price: $2,250 ,000 - Confirmed Total Size : 99,000 SF Price/SF : $22.73 Total Land Area : 20 AC

Pro Forma Cap - Sale Conditions: Purchase By Tenant Rate: Comp ID: 3069477 Research Status: Confirmed 615-617 W King St

Martinsburg , I/IN 25401 Berkeley County Asking Price: $10 ,500,000 Sale Type: Investment OR Owner/User Price/SF: $30.00 Bldg Type: Class B lndustrialManufacturing Days on Market: 220 Bldg Status: Built 1891 Sale Status: Active RBA: 350 ,000 SF

Actual Cap Rate : - Parcel No: 06-13-04500000 Sale Conditions:

635 McGarry Blvd - Burr Industrial Park

Kearneysville, I/IN 25430 Jefferson County Sale Date: 11/01 /2014 (529 days on mkt) Bldg Type: Class A lndustrialWarehouse Sale Price : $2,975,000 - Confirmed Year Built/Age: Built 2001 Age: 13 Price/SF: $27.05 RBA: 110,000 SF

Pro Forma Cap - Parcel No: - Actual Cap Rate: - Comp ID : 3213165 Sale Conditions: Research Status: Confirmed 621 Mid Atlantic Pky SOLD

Martinsburg , I/IN 25404 Berkeley County Sale Date : 07/06/2015 Bldg Type: Class B lndustrialWarehouse Sale Price : $5,000 ,000 - Confirmed Year Built/Age: Built 1987 Age: 28 Price/SF: $26.17 RBA: 191 ,068 SF

Pro Forma Cap - Parcel No: 08-6-00090003 Actual Cap Rate: - Comp ID : 3333893 Sale Conditions: Research Status: Confirmed 328 Railroad Dr FOR SALE

Martinsburg, I/IN 25404 Berkeley County Asking Price: $2 ,600 ,000 Sale Type: Investment OR Owner/User Price/SF : $30 .95 Bldg Type: Class C lndustrialManufacturing Days on Market: 202 Bldg Status: Sale Status : Active RBA: 84,000 SF

Actual Cap Rate : - Parcel No: 08-3-00420002 Sale Conditions:

Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. 1/9/201 7 UNIFORMITY ANALYSIS Building Address City County Parcel Built RBA Acres Land FMV /SF Imp FMV /SF 2016 FMV /SF 4925 Tablers Station Rd Inwood Berkeley 01-14-00100011 2001 763,371 30.56 $1,958,900 $1.47 $19,038,200 $24.94 $20,997,100 $27.51 5550 Winchester Ave Martinsburg Berkeley 01-18-00340001 2001 389,244 75 .70 $418,983 $0.13 $8,361,800 $21.48 $8,780,783 $22.56 942 Baker Rd Martinsburg Berkeley 01-12-00750002 2001 228,000 28.50 $1,322,700 $1.07 $8,274,100 $36.29 $9,596,800 $42.09 621 Mid Atlantic Pky Martinsburg Berkeley 08-6-00090003 1987 191,068 12.90 $636,333 $1.13 $3,443,000 $18.02 $4,079,333 $21.35

$18.02 Min $21.35 $23.21 Median $25.03 $25.18 Mean $28.38 $36.29 Max $42.09

Inwood I ' ' 871 Baker Rd , I * I Martinsburg, w..; North Mountain

Downsville 6AJl.TE1? Tomohawlr Sp r ing Fairp 0

Bessemer Dogtm

Jones Springs Scratible

, Shanghai # t , , Shepherdstown Pikeside ~ · • l wn Bak Gerrardstown D ~kesville LK BRANCH Duffie Ids Leet own ··. ~ ...... ,.,

.. Bo '••. I , ri ng Middleway Ri~_geway 1 Ran.so n 4.:; mil::;; Cha rt esTo...... -~~~~~._J f.> bing © 20 6 1lierosof1 Corpor<311on © 20 6 HERE

Address City Property Type Property Size Space Avail Rent/SF/Yr

942 Baker Rd Martinsburg Class B 228,000 SF 0 SF Industrial/Manufacturing 621 Mid Atlantic Pky Martinsburg Class B Industrial/Warehouse 191,068 SF 191,068 SF $4.35

4925 Tablers Station Rd Inwood Class B Industrial/Warehouse 763 ,371 SF 0 SF

5550 Winchester Ave Martinsburg Class B 389,244 SF 0 SF Industrial/Manufacturing

1/9/2017 Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. Only propertie s with valid laUlon display on map PETITION FOR REVIEW OF PROPERTY APPRAISAL PT0401 (Rev. 2013) THIS COMPLAINT WILL NOT BE REVIEWED UNLESS FILLED OUT IN DETAIL ANY PETITION FILED WITH THE ASSESSOR MUST BE FILED WITHIN 8 DAYS OF RECEIVING A NOTIFICATION OF INCREASE

Filed with: State Tax Commissioner _x______Assessoror BERKELEY County Date 2/2/2017

Comolainant: Brandon Wright/EY, LLP MailingAddress: 155 N UPPER WACKER DR, STE 2000, CHICAGO, IL 6060Ef>hone:312-879-6869

Type of Property: Residential Commercial Industrial x Natural Resources Real x Persof!al __ _ Account#: ______

Type of Complaint: Valuation_~ Classification _ _

Property Assessed in the Name of: ~~ ~rginiaEconomic Development ·Add f P 855 CAPERTON BLVD:-,-:-:MAR=-=~T~I~N~S~B~UR=-=G--W-V__ .=______:-:------ress o roperty: ' District 08 Map_2 __ Parcel 00 2 60000 Acres 150 Description ______

Purchase Price $ Date of Purchase ------Property Insured for: $ ______Appraised Value Current Year S 7 5, 6 9 5, 6 5 O Appraised Value Prior Year S 7 4, 51 7, 5 O0 Complainant's Value $ 46, 462, 500 Do you have a recent appraisal? Y _ _ N__ If yes, what is the amount of the appraisal $ ______Date of Appraisal------

REASON AND BASIS FOR COMPLAINT Please state the reason and basis for this complaint. In order to be considered the complainant must provide substantial information that justifies the complainant's opinion of value or classification Market rents indicate a yalue below the current assessment Comparable sales range $9 74-$28 59 The s11hject property is not assessed in-line with similar surrounding properties with a range $15.12 - $38 . 32 and a median value of $27,$1/SF .

Cost Data; Replacement Cost or Cost to Build or Rebuild the Property $ 4 0 , 3 8 2 , 2 5 O True and Actual Value of the Land $ 6 , O8 O , 2 5 O

Income Data; Attach income and expense data relating to the property for the three most recent consecutive fiscal years.

Market Data: List below the true and actual value of three comparable properties in the same geographic area. 601 Coldwater Creek Dr, Mineral Wells, WV; Active Listing; $27,503,580 ($28 . 59 / SF)

2 600 Memory Ln, York, PA; 10 / 4/2013; $24,508,571 ($23.29/SF) 3 400 Park Dr, Carlisle,PA; 9 / 28 / 2016; $12,097,750 ($9.74/SF) .' lcfohereby certify that the above statements are true to the bestof myknowledge and ability-ariatfiat ave been answered. N61 W23044 Harry's Way Sussex, WI 53089 414.566.6000 June 27, 2016 www.QG.com

GENERAL APPOINTMENT OF AGENCY

Ernst & Young LLP is hereby authorized to represent Quad/Graphics, Inc. ("we" or "us") and its subsidiaries in ad valorem, real property and personal property tax matters with respect to all property owned, possessed and/ or controlled by Quad/Graphics, Inc. Ernst &Young LLP has the general power to represent us in receiving notices of value, filing of returns, obtaining copies of appraisals, tax assessments, abatements, exemptions or any other information relevant to real and personal property tax matters. Ernst & Young LLP is also authorized to negotiate and accept any settlement reached with all assessment and appraisal authorities including boards of equalization, appraisal review boards, state tax commissions, or other entities exercising authoritY or review of real and personal property tax assessments, abatements, exemptions or any other matter upon which the entities have administrative jurisdiction. Additionally, where permitted, Ernst & Young LLP has full authority to represent us, with the assistance of legal counsel, if necessary, in the appeal process.

This authorization remains in effect until revoked, in writing, by Quad/Graphics, Inc. and its subsidiaries or Ernst & YoungLLP.

Quad/Graphics, Inc.

m1e:By: idf[(Car..s~~fl~:JC t.N.. -rAXE.S

Page 10of10 EY, LLP EXHIBIT A

Terms and Conditions of Berkeley 'county. West Virginia >1 Proie'Ct ·

· Lessee; quac;i/Graehic.s, Inc : , or its assignee ("Quad").

West Virginia Economic Development Authority (the 0 0 Authority ) Nature of Obligati2n: Bo.l)c;if' isJJy.~d . by the Authority in ~,n amount. not to exceed $400,000;·ooo, in one or more serles,maturing on a date to .... be determined, to be purchased by Quad or its assignee, bearing· interest:'' ati

A bank with trust powers to be determined. The Bond Trustee w'ill ·· act in accordance .wi;.th a ' trust agr~ement . to.. be entered into with the Authority, pursuant to wnicb i acc9unts. and ···· pro<;edure.~ wtc:Il 'be establis. he~ for th~ ' payment/reimbursement . for real and personal y* property purc;~ases, t~e deposit o~ . lease payments and the disbttrsement of bond payments, ·

The 0<;.onsJ:ructlon, acqu~sition and &quipping (inclµding

replacement equipment) of an approximately 1, 200 1 000 sq\;Ufre fqot p.rinti;ng . iacili.t:y ,in Be~~el~l C~~ty, West Virginia (the "Project"). ' · · '

U~iJ.- ' the We~t Vft'ginfli:'. Economi.t Development Authority Chapter 31, A.rticle lS···of t~e We.st Virginia Code of . uiendec:f· (the "'Actlf), • the Authority is ild to acq\,\ire real and personal property for the tat .1:£nt$J.eases with Quad with respect to the e and improvement of the Project, and ~tll J;he ..£in•n<;..ing ,of ~he .Proje<;.t tl;\to"?gb f;bond.S, all in a manner consistent with th~ Act. 'It1e Pf?j!ct is . ant~cip.ted to !cant · ·number of· construction jobs, ?~::~~ ·v~~'.l::~~~ft~·u~~:~:t1~iw~::;~~ e Pr.oje~t bi', ..the Authority wi.~l . h~lp t,1,improve ' the economy "' witHin the ~ tlie general welfare of citizens of t&equence · ~ ·tne r ·Authortty 1\as i.ng in . the .. f i~ancing ·••· of the · ~lta purpose of the !&ct . ~?O a.cres .of fq!lY impro;ed land up to Quad's property · line 'located it\ Berkeley· County, West . ¥irg~pia, > to b~ purchased by Quad from the Berkeley County' Development Authority ·· at a .. >purc)+ase p, ric~ of .$.?, 500 per acre, with such purchase to close September 15, 1995. Quad will nold ·title to all. real property until a date prior to July l, 1996.

In connection with the issuance of the Bonds, Quad will execute and deli.ver to ~he ~uthority a Sale-Leaseback Agreement whereby the real property will be conveyed by Quad to the Authority prior to July 1, 1996, in exchange for a portion of the bond proceeds 1 and leased back at a fair market rate based upon (i) the purchase price of '; the real ·property and.. the ,cos5• of construction of improvements thereupon (also· taking into account future expan!Jion and ., ~mprovements r~lating thereto); and (ii) a market interest rate. Lease payments shall be made on fin armual basi.s. Quad will assume responsibility for the · •paynient of utilities .1.for and the repair and maintenance of the improved real property, and also for taxes+ and .... assessu:ients as de~crit?ed elsewhere here.. in. Quad shall provide adeqU:ate l:'labi1ity and hazard 'i'~nsurance cov~Fage for the improved real property, with the Authority named as additional: insured.

~d will ·make an an1lual Payment in Lieu of Taxes p ..i") •, pursuant;, to .... · a P.aymel\t .in . Lieu of Taxes uent . ("PILTA•) I which amount will be equal to the ses.sed yalu~ of the real property times the ess any real property taxes other'91ise . paid would be covered by the PILTA) · for ... real

Bei;keleyr Coupty 1 .,West Virgi,.niat as Virginia Legislature, the Berkeley at~~n a~9- t;ne County Commissio~ of est V.lrginia for that year, ·· subJ~ct, nti()n. by.. ~g,. of all .. statutory and of appeal in "' connection with" such TAX ASSESSMENT APPEAL SUMMARY

Site Name: Quad Graphics Owner: West Virginia Economic Development Address: 855 Caperton Blvd City/State: Martinsburg, WV Jurisdiction: Berkeley Parcel(s): 08-2-00260000

2016 FMV: $75,695,650 $43.99/SF 2017 FMV: $74,517,500 $43.30/SF Request: $46,462,490 $27.00/SF

Type: Industrial Year Built: 1997 RBA: 1,720,833 Land Area: 150.00 AC 6,534,000 SF

Key Issues of Concern

!Market rents indicate a value below the current assessment. !Comparable sales range $9.74-$28.59. !The subject property is not assessed in-line with similar surrounding properties with a range $15.12 - $38.32 and a median value of $27.51/SF.

Assessment History

FMV Per SF AV Land: $6,080,250 $0.93/SF $3,648, 150 Imps: ~69,615,400 ~40.45/SF ~41,769,240 2016 Total: $75,695,650 $43.99/SF $45,417,390

Land: $6,080,100 $0.93/SF $3,648,060 Imps: ~68,437,400 ~39 . 77/SF ~41,062,440 2017 Total: $74,517,500 $43.30/SF $44, 710,500

EY, LLP Page 1of25 855 Caperton Blvd, Martinsburg, VW 25403

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Copyrighted report licensed to Ernst & Young U.S. LLP - 581860.

EY, LLP Page 2 of25 855 Caperton Blvd, Martinsburg, VIN 25403

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Copyrighted report licensed to Ernst & Young U.S. LLP -5 81860.

EY, LLP Page 3 of25 Martinsburg - 855 Caperton Blvd.

Manufacturing plant - utilizes gravure printing process.

Comments:

• This plant prints National Geographic magazines and other publications. In the 1990s, the magazine had 15 million subscribers-that number is now closer to 3.5 million. • Quad/Graphics is facing the following risks and uncertainties: o The impact of decreasing demand for printed materials o The impact of electronic media and similar technological changes including digital substitution by consumers o The impact of increased postage expenses o In times of economic uncertainty, advertisers reduce spending • Magazine publishers reduce total page counts • Catalog makers reduce page count, circulation, and the frequency of print campaigns • Retailers curb retail insert circulation and advertising • These changes in the industry have led to excess manufacturing capacity in the industry. • Economic obsolescence is the impairment of the desirability or useful life arising from economic forces, such as changes in optimum use, legislative enactments, and changes to supply-demand relationships. As discussed above, the printing industry is in decline due to technological advancements. A knowledgeable buyer would pay less for a facility that is underutilized due to economic obsolescence as opposed to a similar facility that is fully utilized. • The market for a property of this size is very limited. Quad closed and sold two of their larger facilities in the last few years, and they sold for $5.73/SF - $6.98/SF. These properties are smaller than the subject property and would be considered superior; as such, a negative adjustment would need to be made to the comparable. o 2030 Sylvan Rd. in Dyersburg, TN is a 645,681 SF manufacturing facility. It sold on February 29, 2012 for $3, 700,000 ($5. 73/SF). o 4301 Evans To Locks Rd in Evans, GA is a 652,000 SF manufacturing facility. It sold on December 28, 2016 for $4,550,000 ($6.98/SF).

EY, LLP Page 4 of 25 How Fox ate National Geographic I Media I The Guardian Page 1of5 theguardian How Fox ate National Geographic The venerable science magazine's partnership with the Murdoch media empire was always a culture clash. Now a $725m deal means the 'TV guys' call the tune

National Geographic's Brian Skerry, who took this image of an oceanic whitetip shark, said he would prefer the magazine 'die an honorable death than be swept into something it's not supposed to be.' Photograph: Brian Skerry Sam Thielman in New York Saturday 14 November 2015 08.00 EST

ver the last few years the National Geographic Society has been slowly vanishing into the Murdoch family's Fox media empire like a gazelle being swallowed by a 0 python in one of the former's famous videos. This month the consummation will be complete and Fox will take full control ofNatGeo's major assets - its stake in the TV network, its flagship magazine, its TV studio - in a $72Sm deal.

The process has not been easy, or without controversy. In September, when the deal was announced, former staffers and others were incensed. "I told my wife I would rather see National Geographic [magazine] die an honorable death than be swept into something

EY. LLP Page 5 of 25 https ://www. the guard ian.com/media/2015/nov/14/how-fox-ate-national-geograph ic 2/2/2017 How Fox ate National Geographic I Media I The Guardian Page 2of5

it's not supposed to be," said veteran NatGeo marine photographer Brian Skerry at the time. The Society will continue to exist as a separate entity.

Earlier this month, the company announced the largest round of job losses in its history, prompting a wave of bitterness from lovers of the storied science brand - one former NatGeo worker describes the first deal between the companies in 1997 as "inviting Fox into the henhouse". Employees dubbed October "Choptober". This month is "Knivember".

James Murdoch has said there will be minimal change at National Geographic and the aim is to maintain its editorial approach and voice rather than to change it. Not everyone is convinced, but the hard truth about the acquisition, which will make the much smaller National Geographic a for-profit company, is that it may be the only way the magazine, edited and founded by the family of Alexander Graham Bell, could survive.

"Even at the very beginning, the magazine subscription was dropping like a stone," recalled a former executive. "The dirty secret is that NatGeo needed the money for their endowment. Nothing makes money. Nothing. The only thing holding them together is the channel now, spinning off money so they can be alive."

The email that went around the National Geographic offices on 2 November was memorably terse and brutal: "Please make every effort to be available tomorrow, November 3rd, either in your regular work location, and/or by phone," wrote Gary Knell, CEO of the soon-to-be-smaller company.

The subsequent job losses have been characterized as the end of an era for the storied science magazine and its various appendages in other media.

"As wonderful asit was to Ii.ave those ellowmagazines oh Our tables growin:gu12 ~ there's no need for them any; more," said Andrew Wilk, the first head of programming at the network and one of the few people who agreed to be quoted on the record. Wilk was appointed by the Society itself when it launched in 2001.

"Those were incredibly lucrative years, and 'membership' in the National Geograph..,,~ i .,..c~ _ S_ocietY. was~a great thJng,:;J1e said. "There were millions of people worldwide, and those days are over, unfortunately." The National Geographic channel is not a big cable network, but that doesn't mean it isn't a moneymaker, especially by the standards of magazine publishing. Estimates provided to the Guardian by media analyst firm SNL Kagan put affiliate fees - the money NatGeo gets from cable providers just for sitting there on the dial - at $271.2m in 2015, projected to reach $284. 7m next year. Ad revenue should jump from $16S.9m to $1 71. lm over the same period. On paper, the deal is hard to argue with: the company's endowment was hovering b_elow $~~~5!11 bef ore tbe de cij~ w~ iSh wi~JJW~~JD9. P~g:u adr'7\1 Rl e,4h,7 fqp,g ~9'Bi1l. e_arly"'~1b p . · }n an, era long 12ast the early 1990s' 'salad days when the com any's flagslilP. QUbhcation

EY, LLP Page 6 of 25 https://www.the guard ian.com/media/2015/nov I 14/how-fox-ate-national-geograph ic 2/2/2017 How Fox ate National Geographic I Media I The Guardian Page 3of5

boasted 1 s milli91t§!J.bscriJ:>,.§s (th~J number is now dQ~!~O 3 .s. . illio11)l+that~§Jjle kind of money it needs o keep operating in any capacity, let alone its original grant-giving, philanthropic, globetrotting capacity.

NatGeo was one of the last wholly new networks to go on the air: these days, "new" networks are rebrands of existing channels, such as History's sister net H2 turning into Vice. Such changes are tricky - networks are described broadly in carriage agreements, so if a channel switches gears too radically, it's considered breach of contract with a cable operator - but they're much easier than carving out an entirely new space on the dial. This is one of the last times that happened.

Ally McBeal and Alexander Graham Bell In the beginning, the network was the dream of Tim Kelly, then the head of the company's own television unit, which produced National Geographic Explorer for CBS, among others. The group won scores ofEmmys; 138 when Kelly left in 2012. But it was also costly, more interested in prestige than in cash, and times changed dramatically. Kelly had had a death in the family and was not available for comment; he now runs an education technology startup called Planet3.

The venture was a so-so partnership between two wildly different media companies: the Society's foundations went back to a club of moneyed explorers including Bell and retired naval officer John Russell Bartlett, who had helped to capture New Orleans during the American civil war, and it had 300 hours of nature footage to sell. The Fox network had been on the air for a little over 10 years and had just debuted Ally McBeal.

The network officially launched on 1January2001, with Laureen Ong as president and Wilk as head of programming. National Geographic had torn down its museum to build a studio on M Street and 17th in Washington DC to build a TV studio; everyone at National Geographic was excited about the new network's news show.

There was an immediate culture clash; the penny-pinching cable world had to tell the high-rolling magazine people they weren't going to be given the red carpet treatment any more: no more limos circling the block, no more first-class airfare.

The science publisher had been quick to negotiate favorable terms: in the contract were guaranteed payouts to Kelly's production unit, National Geographic Television (part of the Society but not part of Fox) which would get an eye-popping amount - one source says $soo,ooo per hour of TV - with a guaranteed order of 44 hours of TV a year. "Geographic was always trying to monetize everything they had," said one employee from the National Geographic side. "I sound like a Fox guy."

The reality bust By 2007 Ong was out, and David Lyle, fresh off the shuttered Fox Reality channel, was in. With president Howard Owens and Lyle as CEO, Lyle was quick to make changes. Memories of the companies' history together divide along predictable lines: National Geographic loyalists insist that the company's valuable brand had been sullied by the

EY, LLP Page 7 of 25 https://www.theguardian.com/med ia/2015/nov I 14/how-fox-ate-national-geograph ic 2/2/2017 How Fox ate National Geographic I Media I The Guardian Page 4of5

barbarians at Fox. The Fox crew contend that National Geographic lived in a fairyland of high-minded ideals funded - eventually exclusively - by Fox. When you're starving to death in a gingerbread house, you choose between food and shelter.

NatGeo Wild launched in the US in 2010, with an emphasis on programming Lyle believed could take the fight to the network's biggest competitor: the Discovery Channel. The upbeat offerings included Built for the Kill, Among the Apes With Michelle Yeoh, and Is Your Dog a Genius? Its programming was a preview of Lyle's vision for the network, which adopted Big Cat Week- no relation to Discovery's Shark Week- shortly thereafter.

Lyle green-lit adaptations of Fox News superstar Bill O'Reilly's bestselling and controversial pop history books for the network, leading to record ratings and plenty of discontent among National Geographic's purists. O'Reilly, beyond the errors in Killing Lincoln, Killing Kennedy, and Killing Reagan, co-written with Martin Dugard, represented overlap between the excesses of the Fox machine - inside of which Fox News covers climate change as though the topic was up for debate - and a company devoted to scientific research.

The company also launched what would become a flagship reality show about survivalists: Doomsday Preppers. "David Lyle basically told the NatGeo folks, 'Leave me alone, I'm the TV guy and you're the print people and I know what I'm doing,'" one source told the Guardian.

But recent years have not been kind to cable, or to reality TV generally. Ratings have fallen at Discovery and its sibling networks and indeed, across the dial. Last year, both Lyle and Owens left the company, Owens first. "As a senior TV executive, I am supposed to say everybody is replaceable, but in Howard's case I say without a shadow of a doubt, we couldn't have done it without him," wrote Lyle in a memo when Howard's exit was announced, just a few months before he moved on himself. Courteney Monroe, head of marketing, took over and remains in charge.

This year has seen the "TV guys" finally take over for good: the acquisition of nearly all National Geographic's assets was announced in September. Fox, for years the dominant partner in the supposedly equal relationship, would no longer be subject to the Society's eccentric board. National Geographic Television still exists, though people interviewed here speculate that it won't for much longer.

The National Geographic Channel will air an adaptation of Killing Reagan in 2016.

This article has been changed to correct the name of a show debuting on Fox in 1997 Since you're here ...... we have a small favour to ask. More people are reading the Guardian than ever but far fewer are paying for it. And advertising revenues across the media are falling fast. So you

EY, LLP Page 8 of 25 https ://www.the guardian .com/med ia/2015/nov I 14/how-fox-ate-national-geographic 2/2/2017 How Fox ate National Geographic I Media I The Guardian Page 5of5

can see why we need to ask for your help. The Guardian's independent, investigative journalism takes a lot of time, money and hard work to produce. But we do it because we believe our perspective matters - because it might well be your perspective, too.

If everyone who reads our reporting, who likes it, helps to pay for it, our future would be much more secure.

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EY, LLP Page 9 of 25 https://www.theguardian.com/media/2015/nov/14/how-fox-ate-national-geographic 2/2/2017 Quad/Graphics to c.lose plants, cut $100 million in costs Page 1 of3

MI lWAU Cl I •WISC 0 NS IN 5 SECTIONS Search ... JOURNAL SENTINEL 68° .1. SUBSCRIBER LOG IN JJt.l\l'lU~~l;:t( WJJ.ltlUiOO• • ~" ·10U e ~('f!N;;.ll.>.'l(X».'J'!'l'(t'WQI!(

BUSINESS Quad/Graphics to close plants, cut $100 million in costs

Disappointing financial results are prompting Quad/Graphics to cut $100 million in costs. Credit: Journal Sentinel files

By Rick Rome II of the Journal Sentinel

Nov. 03, 2015 • 11s f " m i;i

In the wake of disappointing financial results, Sussex-based Quad/Graphics Inc. said Tuesday it will begin closing plants and taking other steps to cut $100 million in costs.

"Our third quarter financial performance was challenging and below our expectations," Joel Quadracci, CEO of the commercial printing firm, said in a statement.

EY, LLP Page 10 of 25 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-l 00-million-in-costs... 1/11/2017 Quad/Graphics to close plants, cut $100 million in costs Page 2 of3

Quadracci said the company would move swiftly to slice costs and bring them in line with sales.

owever like other Qrinters, it has seen demand damP.ened by the rise of the Internet and di ·ital technolo ies such as iPads arid other tablets.

In its annual report filed with securities regulators last March, Quad noted that prices for printing had "declined significantly in recent years."

Tuesday, Quadracci said in his statement that pricing pressure accelerated during the three months that ended Sept. 30, while Quad's manufacturing productivity declined.

The firm's sales for the three months ended Sept. 30 totaled $1.16 billion, down 6.5% from the $1.24 billion in third-quarter 2014 revenue.

Before Tuesday's announcement, Quad's stock closed at $13.10, down 18 cents.

The company went public in July 2010 at $49. Its shares traded above $40 for almost a year, then plunged. They rebounded above $30 in 2013, but have trended downward for the last two years.

EY, LLP Page 11 of 25 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-100-million-in-costs... 1111 /2017 Quad/Graphics to close plants, cut $100 million in costs Page 3of3

Quad on Tuesday declared another 30-cent quarterly dividend.

Since 2009, Quad has more than doubled its revenue, in large measure through acquisitions.

Quadracci may disclose details of the company's cutback plans Wednesday morning during a conference call with analysts.

About Rick Romell Rick Romell covers retail and general business news.

~ @RickRomell ~ [email protected] .J 414-224-2130

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EY, LLP Page 12 of 25 http://archive.jsonline.com/business/quadgraphics-to-close-plants-cut-l 00-million-in-costs... 1/11 /2017 Quad/Graphics to lay off 650 with Georgia and Pennsylvania plant closures; some work c... Page 1 of 2

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From the Mil waukee Business Jo urnal: http://www. bizjou rna ls.com/mi lwau kee/ news/2015 /11 /04/ q u ad-graph ics-to-cut -650-j obs-with two-u-s-p la nt. htm I

Quad/Graphics to cut hundreds of jobs with two U.S. plant closures; some work coming to Wisconsin

Nov 4, 2015, 10:28am CS T Updated: Nov 4, 2015, 2:13pm CST

Quad/Graphics Inc. announced two new plant closures in response to its weak third-quarter performance, which included a net loss of $552 million.

end of the year, CEO Joel Quadracci said Wednesday. MICHAEL VAN VALKENBURGH Quad/Graph ics is closing a plant in Georgia and a plant in Pennsylvania by the end of the year in response to poor third-quarter 2015 performance.

Quad/Graphics' sales dropped 6.5 percent to $1 .2 billion in the third quarter, compared with the same period in 2014.

EY, LLP Page 13 of 25 http://www.bizjournals.com/milwaukee/news/2015/11/04/quad-graphics-to-cut-650-jobs-w... 1111 /2017 Quad/Graphics to lay off 650 with Georgia and Pennsylvania plant closures; some work c... Page 2of2

The company will help relocate laid off employees who are willing to move to other plants, including the Wisconsin plants, where Quadracci said the company has struggled to find labor.

"We got caught, starting in the spring, of having a real challenge finding skilled labor," he said. "A lot of our productivity issues stem from it taking too long to get the people in."

The bright spot in the earnings release was Quad's cash flow, at $68 million year-to-date, which Quadracci sa id provides sustainability into the future, despite the increased competition and declining sales.

"I'm very frustrated with the quarter," he said . "But at Quad/Graphics, frustration usually leads to a high degree of motivation. That's how our culture works."

Olivia Barrow Reporter Milwaukee Business Journal I

EY, LLP Page 14 of 25 http://www.bizjournals.com/milwaukee/news/2015/11/04/quad-graphics-to-cut-650-jobs-w... 1/ 11 /201 7 Quad/Graphics to close two more plants this year I BizTimes Media Page 1 of2

81 mes MILWAUKEE BUSINESS NEWS

Quad/Graphics to close two more plants this year

by Molly Dill I November 04, 2015, 9:58 AM

https://www.biztimes.com/2015/11/04/quadgraphics-to-close-two-more-plants-th is-yearI

Sussex-based Quad/Graphics Inc. announced in its earnings call this morning that it will close two more plants by the end of the year, in East Greenville, Pa. and Augusta, Ga.

(http://68031ljplwe1s 1hjp4dfnj Ib-wpengine .netd na-ssl.com/wp content/u ploads/2015/11/Printing-shutterstock_ 134525 7 5 9- e 1446652650408.jpg)

The work from those plants will be moved to other Quad facilities around the country. Some of the work will be moved to Wisconsin, but it was unclear how many jobs will be created here.

"We value the talents and contributions of employees impacted by today's announcement," said Claire Ho, a spokesperson for the company. "Quad/Graphics needs skilled, dedicated employees for job openings in a number of our plants where we are consolidating work, including here in Wisconsin. Therefore Quad/Graphics will help employees who are will ing to relocate take advantage of other opportunities within the company."

Those who do not transfer to other plants will be laid off, and are eligible for a separation package that includes pay, extension of health care benefits and career outplacement assistance, Ho said.

Quad is also in the process of winding down work at its Loveland, Colo. and Enfield, Conn. plants, which it announced it would close in August. Those will result in about 197 layoffs.

The closures are part of a plan Quad announced in its earnings report yesterday (http://www.biztimes.com/2015/11/03/quadgraphics-annou nces-100-million-cost-reduction-plan/) to reduce costs by $100 million. Also part of the plan are the reduction of selling, general and administrative expenses, an increased focus on productivity, and a recent organizational structure change (http://www.biztimes.com/2015/10/06/quadgraphics-restructures-leadership roles/).

"I'd like to thank our employees for all their hard work and dedication, especially today during our busiest quarter," he said. "At Quad, we have always been about finding a better way, and that's especially true when times get tough. This time will be no different."

EY, LLP Page 15 of 25 https://www .biztimes.com/2015/1 1/ 04/quadgraphics-to-close-two-more-plants-this-year/ 1/11 /2017 Plant closure affects 186 in Manchester Township

Gary Hab4r, [email protected] Published 8:31 p.m ET Dec. 1, 2016 i Updated 8:54 a.m. ET Dec. 2, 201&

The plant, which employs 186 people, is slated to close by Feb. 1, a company spokeswoman said.

Quad/Graphics will close its plant in Manchester Township by Feb. 1, a company spokeswoman said late Thursday.

The plant's 186 employees will be offered positions with other Quad/Graphics plants around the country. said Claire Ho, a spokeswoman for the company, (PflOto: File, Yori< Daily Record) which is based in Sussex, Wisconsin.

The company Is consolidating the work done in Manchester Township at its facility in Westampton, New Jersey.

Metso to close York plant by end of March and lay off 80 workers

Workers who choose not to transfer to another Quad/Graphics location will be offered a separation package that includes health care benefits. Ho said.

The company is planning on holding a career fair to inform employees about openings at its other locations, she said.

EY, LLP Page 16 of 25 INCOME7J\iPJ;>ROACI(SUMMARY '™' • .. . . .~: STABILIZED Quad Graphics . %H!I!· ·.t. SSS Caperton'Blvd Martinsbu , WV

Occupancy Type Square Footage Rental Rate Potential Gross Industrial 1,720,833 $2.75 $4,732,291 Percentage Vacancy & Collection Loss 5.00%

Effective Gross Income $4,495,676

Operating Expenses Percentage Total Expenses 10.00% $449.568 Total Expenses $449,568

Net Operating Income $4,046,109

CAPITALIZATION Overall Rate 9.00% Effective Tax Rate 0.00% Captilization Rate 9.00%

$414;956,762 '

T'.l\XPAYEJl'SoPJ$ONOF !VAL~':STAB

JURISDICTION MARKET VALUE $43.30 S74,Sl7,SOO

EY, LLP Page 17 of 25 Lease Comparables ~------113,842 SF Industrial....------Lease Signed ....Jun ----2016 for..... $3.95------.- Triple Net (Asking) ....---- ...... ---- ....------891 Auto Parts Pl - 1,st Floor Direct, Leased by Rubbermaid Commerdal ***** Martinsburg, VW 25403 - Berkeley County Ind Submarket -· - -- -,~----~------Asking Rent: $3.95/NNN Start Date: Jul 2016 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent: Term: Escalations: On Market: 15 Mos Building Area: 2,277,000 SF Effective Rent: Exp. Date: Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: 7 ext.I Parking Ratio: 0.30/1,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep: Tenant SIC:

Lease Notes:

ID# 124536271

Asking Rent: $3.95/NNN Start Date: Jul 2016 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent: Term: Escalations: On Market: 15 Mos Building Area: 2,277,000 SF Effective Rent: Exp. Date: Dec 2016 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: 16 ext./ Parking Ratio: 0.30/1 ,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep: Tenant SIC:

Lease Notes:

ID# 124536281

110,000 SF Industrial Lease Signed May 2016 for $3.95 Triple Net (Asking) 5550 Winchester Ave - 1st Floor Direct, Leased by ~rocter& Gamble *****

Martinsburg, VW 25405-'B~rk;,teyCounty Ind_Submarket

Asking Rent: $3.95/NNN Start Date: Aug 2016 Free Rent: Deal Type: New Lease Property Type: Industrial Class B Starting Rent: Term: Escalations: On Market: 98 Mos Building Area: 389,244 SF Effective Rent: Exp. Date: Jul 2018 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1959/2005 Office Area: Dock/Drive In: 7 ext.11 Parking Ratio: 1.03/1 ,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: Shockey Companies Tenant Rep: JLL - Jim Clarke Tenant SIC:

Lease Notes:

ID# 124381 451

§1/ ERNST & YOIJNC Page 10 QulityM lt'

II ..,I 100,000 SF Industrial Lease S\gned Jul 2015 for $3.95 (Asking) 621 Mid Atlantic Pky - Partial 1st Floor Direct, Leased by SuperMedia Inc. ***** Martinsburg, WV 25404 - Berkeley County. Ind Submarket

$3.95 Start Date: Jul2015 Free Rent Deal Type: New Lease Property Type: Industrial Class B Term: 1 Year ... Escalations: On Market: Building Area: 191,068 SF Effective Rent: Exp. Date: Jan 2017 Tl Allowance: Build-Out: Built/Renov: 1987/ Office Area: Dock/Drive In: Parking Ratio: 0.10/1 ,000 SF

Leasing Rep: Landlord: Bowman Logistics Tenant Rep: Colliers International - Bob Acuff Tenant SIC: Advertising Agencies

Lease Notes:

10# 11941 4151

727,500 SF Industrial Lease Signed Oct 2013 for $3.75 Triple Net (Effective) 891 Auto Parts Pl - Partial 1st Floor Direct, Leased by Rustoleum ****

Martinsburg, WV?5403 - Be_!"l

$3.75/NNN Start Date: Apr 2014 Free Rent: Deal Type: New Lease Property Type: Industrial Class B $3.75/NNN Term: 15 Years Escalations: On Market: 13 Mos Building Area: 2,277,000 SF Effective Rent: $3.75/NNN Exp. Date: Mar 2029 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: Parking Ratio: 0.30/1 ,000 SF

Leasing Rep: Shockey Companies - John P. Good, Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep: Tenant SIC :

Lease Notes:

ID# 1141 78319

207,odo SF Industrial Lease Signed Sep 2013 for $3:75 Triple Net (Effective) 891 Auto Parts Pl - Partial 1st Floor Direct, Leased by Newell Rubbermaid, Inc. ***** Martinsburg, WV 25403 - Berkeley County Ind Submarket

$3.75/NNN Start Date: Mar 2014 Free Rent: Deal Type: New Lease Property Type: Industrial Class B $3.75/NNN Term : 3 Years Escalations: On Market: 70 Mos Building Area : 2,277,000 SF Effective Rent: $3.75/NNN Exp. Date: Feb 2017 Tl Allowance: Build-Out: Full Build-Out Built/Renov: 1969/2006 Office Area: Dock/Drive In: Parking Ratio: 0.30/1,000 SF

Leasing Rep: Shockey Companies - John P. Good , Jr, Wade Johnson Landlord: The Shockey Companies Tenant Rep: Tenant SIC : Plastics Products, Nee

Lease Notes:

ID# 114158096

go fR/\M s.YOIJNG Page 11 QulityMIW1Nythi1t1~Do Copyrighted report licensed to Ernst & Young U.S. LLP - 581860 . r,,-roStar~t Page2 EY, LLP -.. 'Page f9 25 South Atlantic - GA, NC, SC, VA, WV

Realt,Rates.com MARKET SURVEY - 4th QuartN 2016" South Atlantic - Class At. B Apartments - 90· Units . - .- - -- .... ~--- c~a;io;~ ..~ ·a;si~~j; -R;, ;·~~lo-;]ii:; ~~r ; hi~;;~~-d - - :·- -:-- ·- c; - • · -,, Atlilnta • R•n~ l: Hill : ' . Cha~et Hill • :. B.etersburg Regi(m <" :9J!!.

... ,.~~---··· ~ • ~ ,- $77.809. I $85,892 $74,931 ·---~ ...... -... ·--w.-·-· -...... ~! 7.8Y. 7.SX 7.53 6.18 6.. 64 8.03 6.58 7.06 "3rd1ilo>rl

Income AskingRent _ $~~~~ - ___!7-81 _ __!!~! ___ $8.94 1 ----;4.9s[__ _i~q~~---;.1)4 $8.67 ___!!~! ____ ~:!Cl Effeotl~!. .!'.I'~ __ j_ _E.70 ~ ~~ _ $7.981_ $4.62 _ !~- 66 !-- $3.93 $8.44 $4.19 ··--~~~~ RelmbursabltEHp. j $1.92 $4.07 $1.91 $4.o7j $1.95 $4.15 [ $1.95 $4:12 _ $1.94 $4.11 I otal 1110 r:~+----~_5_: ~2 1 $!1.55 == :~:.~~ ~-=-!!~~t!.~ .. _ $6.57 - $i3.811 __ ___!5.:_!IS, . --~~~ -- ~ : g . ___$12.7E ~~~~-~-~ .. B~::~-~J--~j~'.~ r · ~:; ------~~~ ·- ;~:; __;; ~t·· i~~ ·-· ;·~~ -_-_-~:-·:-~ ---~~~

"3rd .Gl••r tcr 2016 D•l• Co pyil9ht 2016 R nltyR• t<•.com TH

RealtyRates.com rM 12

EY, LLP Page 20 of 25 SALES COMPARISON Address City County State Parcel Built Acres Bldg SF Sale Date Sale Price /SF 601 Coldwater Creek Dr Mineral Wells Wood WV 05-154-00030001 1999 62.0 962,000 Active $27,503,580 28.59 600 Memory Ln York York PA 46-000-J 1-0020-AO-OOOOO 1952 64.2 1,052,376 10/4/2013 $24,508,571 23.29 400 Park Dr Carlisle Cumberland PA 40-12-0342-0llA 229.1 1,242,059 9/28/2016 $12,097,750 9.74

Min $9.74 Median $23.29 Mean $20.54 Max $28.59

Martinsburg Berkeley I WV 08-2-00260000 1997

EY, LLP Page 21 of 25 601 Coldwater Creek Dr For Sale: $27,500,000 ($28.59/SF) ' =2 ','='37='5'"' 's'""'F2 · ~~== .. ···'"' "''==~· ··· .. =i•·="'o'"1"d.c·:·.$ ...2 = 4·.·..5 ·· o""a"'.=57=1 (S,;; ,;-~~;~; 600 Memory Ln York ustrial/Distribution 400 Park Dr Carlisle 1,242,059 SF Sold: $12,097,750 ($9.74/SF) Industrial/Manufacturing ~------·------

Copyrighted report licensed to Ernst & Young U.S. LLP -581860. 1/17/2017

EY, LLP Page 22 of 25 601 Coldwater Creek Dr FOR SALE

Mineral Wells, WJ 26120 Wood County

Listing Broker: J LL Nick Francie 260 Forbes Ave (412) 219-2196 Pittsburgh, PA 15222 Rick O'Brien (412) 208-1400 (412) 208-1403

Asking Price: $27,500,000 Sale Type: Investment OR Owner/User Price/SF: $28.59 Bldg Type: Class B lndustrialDistribution Days on Market: 649 Bldg Status: Built 1999 Sale Status: Active RBA: 962,000 SF

Actual Cap Rate: Zoning: -

Parcel No: 05-154-00030001

600 MemOry Ln - Caterpillar-York Distribution Center

York, PA 17402 York County

Recorded Buyer: Caterpillar Inc. Recorded Seller: Yorkkat Realty LLP 100 NE Adams St 101 E Main St Peoria , IL 61602 Little Falls, NJ 07424 (309) 675-1440 True Buyer: Caterpillar Inc. True Seller: Rubenstein Properties

Sale Date: 10/04/2013 Bldg Type: Class B lndustrialDistribution Sale Price: $24,508,571 - Confirmed Year BuilUAge: Built 1952 Age: 61 Price/SF: $23.29 RBA: 1,052,376 SF Land Area: 64.22 AC (2 ,797,423 SF) PrFrma Cap Rate: - Zoning: - Actual Cap Rate: - Sale Conditions: Purchase By Tenant

Parcel No: 46-000-Jl-0020-AO-OOOOO Financing: Down payment of $24,508,571 (100.0%) Comp ID: 2869546 - Research Status: Confirmed

400 Park Dr - PPG Carlisle Plant - Flat Glass Products SOLD

Carlisle, PA 17015 Cumberland County

Recorded Buyer: Vitro Flat Glass LLC Recorded Seller: PPG Industries, Inc. 1 PPG Pl Pittsburgh, PA 15222 (412) 434-3131 True Seller: PPG Industries, Inc.

Sale Date: 09/28/2016 Bldg Type: Class B lndustrialManufacturinq Sale Price: $12,097,750 Year BuilUAge: - Price/SF: $9.74 RBA: 1,242,059 SF Land Area: 229.09 AC (9,979, 160 SF)

Parcel No: 40-12-0342-011A Financing : - Comp ID: 3748837 - Research Status: In Progress

Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. 1/17/2017

EY, LLP Page 23 of 25 UNIFORMITY ANALYSIS Building Address City County Parcel Built RBA Acres Land FMV /SF Imp FMV /SF 2016 FMV /SF 891 Auto Parts Pl Martinsburg Berkeley 08-6-00680000 1969 2,277,000 226.0 $1,629,967 $0.17 $32,799,000 $14.40 $34,428,967 $15.12 4925 Tablers Station Rd Inwood Berkeley 01-14-00100011 2000 763,371 39.0 $1,958,900 $1.15 $19,038,200 $24.94 $20,997,100 $27.51 608 Caperton Blvd Martinsburg Berkeley 08-2-00200001 2001 404,960 59.3 $465,683 $0.18 $15,054,100 $37.17 $15,519,783 $38.32

$14.40 Min $15.12 $24.94 Median $27.51 $25.51 Mean $26.98 $37.17 Max $38.32

EY, LLP Page 24 of25 :1,·- - - .... ~ t "~ 855 Caperton Blvd , ; ( * ...... Martinsburg, 'IN I ' I ~ ,;, I I L i S.M

'\ ~ /

J/ {

££1( 8RANCH Duffields

Property Type Space Avail RenUSFNr

Class B Industrial/Warehouse 2,277,000 SF 0 SF

Class B lnQustrial/Dtstribution OSF

Inwood Class B Industrial/Warehouse 763,371 SF 0 SF

1/9/2017 Copyrighted report licensed to Ernst & Young U.S. LLP - 581860. Only properties with valid lat/Ion display on map

EY, LLP Page 25 of 25 Outside-Agency Request ., for un 1n

2 0 17- 2 018 Fiscal Year

Berkeley County Council

Contact: Mrs. Penny Shewell - Email: pshewel/@berkeleywv.org Phone: 304-264-1923

Date Submitted: 101/06/2017

Agency Information

...... ,~

Agency Name Submitted by: Name & Title

!Eastern Panhandle Conservation District !Floyd Kursey, Treasurer

Address of Agency or Contact I151 Aikens Center, Suite 2 Martinsburg, 'NV 25404

E-mail Address: Phone: [email protected] 1304-263-4376 Request Supporting Information

Total FY2017 - 2018 funding requested from the County Council

5,000

List the significant accomplishments of your agency for FY2016 - 2017

• Employed a full time Education Outreach Specialist •Acted as liaison between agencies and organizations •Helped the Eastern Panhandle meet the required goals set by the Chesapeake Bay Incentive and procure over $150,000 in funds from the Chesapeake Bay program for use in the Eastern Panhandle to install best management practices and education • Provided economical rain barrel kits and barrels to the homeowner for water conservation ·Provide over $87,000 in cost share funding for Berkeley County farmers through the Agricultural Enhancement Program for installation of best management practices such as cover crop planting, lime, integrated pest management, heavy use area protection and stream bank fencing •This time last year the West Virginia Conservation Agency had submitted a grant proposal to EPA's Chesapeake Bay Program (originally submitted to Section 319 of the Clean Water Act) on behalf of the Eastern Panhandle Conservation District for the Back Creek Watershed to implement the Back Creek Protection Plan to guide conservation and watershed restoration projects by identifying critical resources to protect and critical areas to restore through stream restoration, conservation easements, volunteer monitoring, and a dirt and gravel roads assessment. The request to the Chesapeake Bay Program is for $209,450 which will require $218,650 non-federal match ma king this grant total $428, 100. We are happy to report that this grant was approved and we are currently working on programs to implement this grant to protect Back Creek.

List all significant funding sources that your agency has received during FY2016 - 2017

• Equipment rentals • Berkeley County Council • Chesapeake Bay Fund ·West Virginia Conservation Agency • Equipment rentals • Berkeley County Council • Chesapeake Bay Fund ·West Virginia Conservation Agency

What major activities are planned by your Agency for FY2017 - 2018?

• Continue to employ a full time Education Outreach specialist for both youth and adult education • Continue to act as liaison between agencies and organizations • Conti nue to help the Eastern Panhandle meet the required goals set by the Chesapeake Bay Incentive • Continue to request funds from the Chesapeake Bay Program to help meet goals • Continue to provide economical rain barrel kits and barrels to the homeowner for water conservation • Sponsor bare root tree seedling sale to provide affordable seedlings to land owners • Continue to implement the Agricultural Enhancement Program providing cost share programs for the farmer • Continue to provide education and funding to protect or help improve the quality of water in Berkeley County • Continue to provide education and funding to local schools • Continue to provide cash awards for winners in our poster and photo contests and our farm winners • Provide workshops with emphasis on environmental education to adult groups and civic organizations

If funds are received from Berkeley County, specify what these funds will be used for:

The funding received from Berkeley County will be used to host adult and youth educational programs that will focus on environmental education and assist in funding our Outreach/Education Specialist.

·Youth education of conservation practices are very important. Our Education/Outreach Specialist visits many schools through ou t the year presen ting programs on water quality, soil health, recycling , pollinators, etc. These programs are hands on and geared to the grade to which it is presented. The youth are our future and if we can make them aware of their environment at an early age , we have the potential to change our immediate environment and make it a better place for all. By education through gee-literacy, not only are they learning of the environment that surrounds them, they are learning how their actions have a direct connection to their immediate environment and beyond. EPCD provides all of the funding for these programs so that there is no burden on the school system. The Education/Outreach specialist also works with individual teachers to help them reach their CCS/Next Generation goals.

· Adult education is key to preserving agricu lture in Berkeley County. During 2016, we cost shared with farmers to install almost $100,000 in best management practices, such as planting cover crops, applying lime, integrated pest management, heavy use area protection, installing stream bank fencing and reseeding hay and pasture fields. Through our programs we keep farmers abreast of new technology and new regulations. This helps the Eastern Panhandle do its part in meeting the required goals set by the Chesapeake Bay.

Attach a copy of your proposed FY2017 - 2018 budget reflecting the funds requested and a copy of your current fiscal year budget with supporting financial statement(s). Funding requests must be electronically submitted to [email protected] no later than 5:00 PM Monday, January 9, 2017. You will be contacted and given a time to present your request to the County Council. EASTERN PANHANDLE CONSERVATION DISTRICT ------+----- +------,------~------l 1---+---·-·---+---FY 17 GENERAL.,.------,---,,----,----- OPERATING BUDGET ----1------l 1----·-----<------1- ---+---- -·-r----1-----t------1 --··----t,___---+-·---+-----+-----+---- ··------+---FY17 - --- BUDGET -----'-----··- ·---1----···- l-----+---- .. ·-t------.f-- -····---- INCOME TOTAL 1---·-r----'---·· ----ii------+--·- ·--·-+--~I--· ·· - - Tree Sales 40000.00 ---+--·-----r---·---t------1------+-----· ------1 Rental Income r----··--+---,.------+--- --+.. -- -+--- -·I -·----t------I-faybuster-2013 · ----·-----<-~------+--- · ----+---·- -··-- -+------...Haybustcr-2015 -··-·------1- Drill 3-Great Plains 6 ft Great Plains l---+------+------·-··-+---t------+----+L_i_tt__ _er_S ~p_re_a_de_r_~r- ----+---- 1 · ------+--- - -+---- t-----i-·-· Lime Spreade_r ---··---+--- . Delivery/Other Wiper 1------;---~~_'lee_d ----r---t------t---~ lnlerest fncome 1----+------+---- Contributed Income -· ------+-----·------'--- --l·--- -+------+---+B_e_r_ke_le~)_'C_o _u_n~ty--t-·- ---+--_,,_.____ o._ 0_01------Jcfferson_C_o_u__n ~t)_'---1-- ---1-----+-----0_.o_o+-----i • ---+-- ---· ~_M_o~rg~an_C_o_un_ty~--~---+------+----O_._oo;------1 District Out_reach Specialist Inco._n_1e__ -+--- -·-.. __ _ 2_5_0_00_._oo__,______Travel and Per Diem 39938.00 1------+------·--+----+--···----+---t------li------Discretionary Funds_t-----+---.. ·--t--- -+---3_8_9__0 _0._0_0t------i TOTAL 156538.00 -·-· ·-·---- -l

BUDGET -----~,___--+---- -·-----t----i- - ---+----->-·------+------· EXPENSES TOTAL advertising 1----+------'i~--1------+--- -·----+----·- awards - - ---+---- -·~----+--··- ··---+----+----·------t------· banquet ex.~pe_n_s_e -+------