Contract - Medistar Round Rock Rehab, LLC & PAM Squared of Round Rock - 9/28/2017 PROPERTY TAX ABATEMENT AGREEMENT
This Property Tax Abatement Agreement (this "Agreement") is entered into this e—day
of ,2017 by and between the City of Round Rock,Texas(the"City"),a Texas home
rule unicipal corporation, Medistar Round Rock Rehab, LLC, a Texas limited liability
company ("Medistar"), and PAM Squared at Round Rock, a Pennsylvania limited liability
company("PAM").
RECITALS
WHEREAS,Medistar intends to expend at least$17,000,000 in the construction of a hospital(the
"Facility")to be located on a tract of land(the "Property"), as defined below; and
WHEREAS,by entering into this Agreement,Medistar confirms its intent to construct the Facility
and to lease said Facility to PAM for the purpose of PAM's locating a hospital in the Facility
which will result in at least 75 new full-time jobs over the term of this Agreement,thereby resulting
in new economic development in City; and
WHEREAS, by entering into this Agreement, PAM confirms its intent to lease the Facility from
Medistar for the purpose of locating a hospital in the Facility which will result in at least 75 new
full-time jobs over the term of this Agreement,thereby resulting in new economic development in
City; and
WHEREAS, Medistar and PAM each confirm that the City's grant of the tax abatement provided
for herein is expressly conditioned on their compliance with the construction of the Facility and
job creation obligations set forth herein; and
WHEREAS, on the 2day of 2017, the City Council of the City of Round
Rock,Texas, adopted Ordinance No. establishing Reinvestment Zone No. 74 (the
"Reinvestment Zone") City of Round Rock, Texas for commercial/industrial tax abatement,
hereinafter referred to as "Ordinance No.b.W+-*(( ", as authorized by the Texas Property
Redevelopment and Tax Abatement Act, Chapter 312,Tax Code, V.A.T.S. as amended (the"Tax
AbatementAct"); and
WHEREAS,the Facility will be located on the Property within the Reinvestment Zone; and
0-U1-4--411f&
WHEREAS, the City has adopted Ordinance No. 0 2915 225 , which Ordinance adopted
appropriate guidelines and criteria governing reinvestment zones and tax abatement agreements to
be entered into by the City as contemplated by the Tax Abatement Act; and
WHEREAS, the City has determined that the construction and contemplated use of the Facility
and creation of jobs, as well as the terms of this Agreement are consistent with encouraging
development in the Reinvestment Zone in accordance with the purposes for its creation and are in
compliance with Ordinance No. 9-2O' ^_`.' and the guidelines and criteria adopted by the City
and all applicable laws; and D-201- .+1%
WHEREAS, the construction of the Facility constitutes a major investment within the
Reinvestment Zone that will substantially increase the appraised value of the property within the
2X1*4 "/tqto�
00383553.DOCX
Reinvestment Zone, and will contribute to the retention of primary and secondary employment
within the City; and
WHEREAS, the City finds that there will be no substantial adverse effects on the provision of
governmental services or on its tax base and that the planned use of the Facility will not constitute
a hazard to public safety, health, or welfare,
NOW THEREFORE, in consideration of the mutual benefits and promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
City, Medistar, and PAM agree as follows:
1. Authorization. This Agreement is authorized by the Tax Abatement Act, and by
Resolution of the City Council of the City of Round Rock, Texas dated 745- , 2017.
2. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Abatement"means the full or partial exemption from ad valorem taxes of
the Property and the Facility in the Reinvestment Zone as more particularly set forth in
Section 6.
(b) "Abatement Period"means the period of time beginning with the Effective
Date of Abatement and continuing until December 31, 2023.
(c) "Abatement Value"means the assessed value of the Facility and Property,
as determined annually by the WCAD on behalf of the City, less the amount of the Base
Year Value.
(d) "Affiliate of Medistar" means any person or entity under common control
with, controlled by, or controlling Medistar. For purposes of this definition, (i) "control"
means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a person,whether through ownership of voting securities,
by contract or otherwise; and (ii) "person"means any individual, corporation, association,
partnership,joint venture, real estate investment trust, other trust estate or other entity or
organization.
(e) "Base Year Value" means the assessed value of the Facility and Property
on January 1, 2017 (or on January 1 of the year of execution of this Agreement if
determined to be otherwise required by applicable law), as such value is determined by
WCAD on behalf of the City.
(f) "City Guidelines" means the Tax Abatement Guidelines and Criteria for
Granting Tax Abatement in Reinvestment Zones,as set forth in §38-22,Round Rock Code
of Ordinances, 2010 Edition, as amended.
(g) "Effective Date of Abatement" means the period commencing January 1,
2019.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
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(h) "Facility"means the building and other improvements, or portion thereof,
constructed by Medistar on the Property at a cost of at least$17,000,000.00,which will be
leased to PAM by Medistar.
(i) "Ineligible Property"means any personal property that is located within the
Facility at any time before or during the period covered by this Agreement.
(j) "Property"means the tract of real property owned by Medistar located in
the Reinvestment Zone and described as Lot 1,Block A,Phase 2 of the Avery Centre Town
Centre 1, a subdivision in Williamson County, Texas recorded as Document No.
2017075654 in the Plat Records of Williamson County as shown in Exhibit A.
(k) "Recapture Liability" means the amount of fees waived and ad valorem
taxes that were abated as result of this Agreement that are subject to recapture by the City
under the terms of Section 12 in the event of a default as described in Section 11.
(1) "Reinvestment Zone"means the reinvestment zone established on the
day of , 2017, in Ordinance No. �—*2b1�.' (( establishing
Reinvestmerlit Zone No. 2430
(m) "Tax Code"means the Tax Code of the State of Texas
(p) "WOAD"means the Williamson Central Appraisal District of Williamson
County, Texas.
3. Subiect Property. During the Abatement Period, the Facility shall be leased to
PAM and used consistent with the general purpose of encouraging development or redevelopment
within the Reinvestment Zone. The Property is not located in an improvement project financed by
tax increment bonds and does not include any property that is owned or leased by a member of the
City Council or by a member Of the City Planning and Zoning Commission.
4. Cost of Facility. Medistar agrees to spend at least $17,000,000.00 for the
construction of the Facility. Medistar agrees to provide City with documentation showing that this
obligation has been satisfied. The City shall have the right, following reasonable advance notice
to Medistar,to audit Medistar's records to verify that this obligation has been satisfied.
5. Job Creation. PAM agrees to employ in the Facility at least seventy-five(75)full-
time employees in accordance with the schedule as set forth below:
Date Retained New Total
On Opening Date 32 32
On December 31, 2020 32 28 60
On December 31, 2021 60 15 75
On December 31, 2022 75 0 75
On December 31, 2023 75 0 75
On December 31, 2024 75 0 75
PAM agrees that the full-time jobs will have an average annual salary of at least $55,000, plus
industry standard benefits.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKMEDISTAR&PAM
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PAM agrees to provide to the City an annual Job Compliance Affidavit on the Opening Date and
by March 1 of each calendar year during the term of this Agreement.A copy of the Job Compliance
Affidavit form is attached hereto as Exhibit B. City shall have the right, following reasonable
advance notice to PAM,to audit PAM's records to verify that this obligation has been satisfied.
6. Grant of Abatement.
Subject to (i) Medistar's satisfaction of its obligation to spend $17,000,000.00 on the
construction of the Facility; (ii) Medistar's satisfaction of its obligation to lease the Facility to
PAM; (iii)PAM's satisfaction of its obligations to lease the Facility from Medistar throughout the
term of this Agreement; (iv)PAM's satisfaction of its obligation to provide 75 jobs as set forth in
Section 5; (v) all other terms and conditions contained herein; and (vi)the rights of the holders of
any outstanding bonds of the City;the City hereby grants the Abatement on the Abatement Value
of the Facility as follows:
(1) Year 1 (2019) 100%
(2) Year 2 (2020) 100%
(3) Year 3 (2021) 50%
(4) Year 4 (2022) 50%
(5) Year 5 (2023) 25%
Medistar acknowledges that the foregoing grant of abatement is conditioned both upon its
compliance with its covenants in Section 10(a) below and PAM's compliance with its covenants
contained in Section 10(b)below.
7. Term of Abatement. Medistar shall receive the Abatement commencing on the
Effective Date of the Abatement and continuing for Abatement Period.
8. Waiver of Permit Fees. City agrees to waive up to $100,000 of site
preparation, construction permit, and inspection fees for the Facility.
9. Taxable Property. During the Abatement Period, ad valorem taxes shall be
payable on the Property and the Ineligible Property located within the Reinvestment Zone as
follows:
(a) The value of the Ineligible Property as defined herein shall be fully taxable;
and
(b) The Base Year Value of the Facility and Property, as determined by the
WCAD, shall be fully taxable.
10. Covenants.
(a) Medistar's Covenants.In consideration of the City's agreement to enter into
this Agreement, Medistar covenants and agrees that it will (i) expend at least
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
4
$17,000,000.00 to construct the Facility; (ii) substantially complete the construction of the
Facility by the 31st day of July,2019(subject to delays caused by events of Force Majeure);
and(iii)lease the Facility to PAM for its hospital in the City for the term of this Agreement.
(b) PAM's Covenants. In consideration of the City's agreement to enter into
this Agreement., PAM covenants and agrees that it will (i) lease the Facility for the term
of this Agreement from Medistar; and (ii) employ, retain and add at least the number of
jobs within the Facility set forth in Section 5.
(c) Breach of Covenants. Medistar and PAM each acknowledge that the City's
obligations hereunder are conditioned upon PAM's continued operation of said hospital
and the provision of at least 75 jobs in accordance with the provisions of Section 5 above.
In the event Medistar fails to construct the Facility by the 31st day of July, 2019 (subject
to delays caused by events of Force Majeure), or in the event that PAM fails to comply
with its obligation to operate its facility and to provide the number of jobs required under
the terms of this Agreement, the City may terminate this Agreement by giving Medistar
and PAM written notice of such termination, and exercise its rights under Section 11
below. In addition,the City will notify the WCAD of such termination.
11. Default.
(a) Medistar's Default.In the event that(a)Medistar allows its ad valorem taxes
to the City to become delinquent and fails to timely and properly follow the legal
procedures for their protest and/or contest; (b) Medistar violates any of the material terms
and conditions of this Agreement, including, without limitation, any of the covenants
described in Section 10(a)above;or(c)PAM fails to comply with its obligation to provide
the number of jobs as set forth in Section 5 above,Medistar shall be considered in default.
In the event that Medistar defaults under this Agreement, the City shall give Medistar
written notice specifying such default. If Medistar has not cured the default within thirty
(30) days after its receipt of such written notice, the City may, as its sole and exclusive
remedies hereunder, (i) terminate this Agreement by given written notice thereof to
Medistar and PAM, (ii) exercise its rights under Section 12 below, and (iii)pursue any of
its remedies for the collection of delinquent property taxes as provided generally in the Tax
Code. If the City terminates this Agreement hereunder, it will notify the WOAD thereof.
A default by Medistar shall be considered a default by PAM.
(b) PAM's Default.In the event that(a)PAM fails to comply with its obligation
to provide the number of jobs set forth herein; or (b) PAM violates any of the material
terms and conditions of this Agreement,including,without limitation,any of the covenants
described in Section 10(b) above; or (c) Medistar fails to comply with its covenants
described in Section 10(a) above; PAM shall be considered in default. In the event that
PAM defaults under this Agreement, the City shall give PAM written notice specifying
such default. If PAM has not cured the default within thirty (30) days after its receipt of
such written notice, the City may, as its sole and exclusive remedies hereunder, (i)
terminate this Agreement by given written notice thereof to PAM and Medistar, (ii)
exercise its rights under Section 12 below, and (iii) pursue any of its remedies for the
collection of delinquent property taxes as provided generally in the Tax Code. If the City
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
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terminates this Agreement hereunder, it will notify the WCAD thereof. A default by PAM
shall be considered a default by Medistar.
12. Abatement Recapture. In the event the City terminates this Agreement as a result
of Medistar's and/or PAM's default and failure to cure same within thirty(3 0)days,or one hundred
eighty (180) days, as applicable, after receipt of written notice specifying such default, the City
may recapture and collect from Medistar the Recapture Liability. Medistar shall pay to the City
the Recapture Liability within thirty(30) days after the date of termination, subject to any and all
lawful offsets, settlements, deduction, or credits to which Medistar may be entitled.
Notwithstanding anything herein to the contrary, such Recapture Liability shall not exceed an
amount equal to all fees waived plus all taxes which were abated pursuant to this Agreement to
the date of termination (together with interest thereon to be charged at the statutory rate for
delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas,
but without the addition of a penalty). The City shall have all remedies for the collection of the
Recapture Liability as provided generally in the Tax Code for the collection of delinquent property
taxes.
13. Certification and Inspections. No later than ninety (90) days after substantial
completion of the Facilities, Medistar and PAM must certify in writing to the City (i) that the
construction of the Facilities has been substantially completed, and (ii)that PAM has leased and
accepted occupancy of its premises in the Facilities. No later than March 1 of each year of the
Abatement Period,Medistar and Pam must certify in writing to the City that each is in compliance
with each applicable terms of this Agreement and the City Guidelines and, if not in compliance,
the steps Medistar and PAM intend to take to be in compliance or a statement from Medistar and
PAM explaining in reasonable detail why compliance cannot be achieved. Medistar and PAM
agree that the WCAD and the City,their agents and employees,shall,upon reasonable notice,have
reasonable right of access to the Facility in order to ensure that the construction of the Facility is
in accordance with this Agreement and all applicable state and local laws and regulations, or valid
waiver thereof.All inspections will be made with one or more representatives of Medistar and/or
PAM and in accordance with Medistar's and PAM's security and safety requirements.At the time
of annual certification, upon the City's written request, Medistar shall also provide a calculation
of the aggregate amount of economic benefit Medistar has previously received pursuant to this
Agreement. In order to efficiently administer the Abatement, Medistar agrees also to provide
annually for each year with respect to which Medistar will receive an abatement under Section6
hereof, no later than March 1, a full asset listing of personal property located on the Property and
in the Facility to the WCAD and such other information as may be reasonably necessary for the
Abatement and assessment of the assets for tax purposes, including any information required by
the City Guidelines.
Each year the City will endeavor to send Medistar a reminder of its obligation under this
Section 13. However, the failure of the City to do so shall not relieve Medistar of its obligations
hereunder.
14. Annual Tax Application. It shall be the responsibility of Medistar, pursuant to
V.T.C.A., Tax Code, § 11.43,to file an annual exemption application form with the WCAD. The
Chief Appraiser of the WCAD shall annually determine and record both the abated taxable value
and the full taxable value of the Property and Personal Property in the appraisal records. The full
taxable value figure listed in the appraisal record shall be used to compute the amount of abated
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
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taxes that are required to be recaptured and paid in the event this Agreement is terminated in a
manner that results in recapture pursuant to Section 12.Each year Medistar and PAM shall furnish
the Chief Appraiser with such information outlined in V.T.C.A.,Tax Code, Chapter 22, as may be
necessary for the administration of the abatement specified herein. Medistar and/or PAM shall be
entitled to appeal any determination of the Chief Appraiser in accordance with the provisions of
the Texas Tax Code.
15. Assignment. Prior to the date that Medistar satisfies it obligations hereunder to
construct the Facility and enter into a lease with PAM for the lease the Facility, Medistar may (i)
assign this Agreement to a new owner of the Property with the written consent of the City Council
of the City,which consent shall not be unreasonably withheld,conditioned or delayed,or(ii)assign
this Agreement to an Affiliate of Medistar, which shall not require any such written consent,
provided that Medistar shall give written notice thereof to the City. After the completion of the
Facility and the lease by PAM thereof,Medistar may assign this Agreement to a new owner of the
Property without the consent of any party, provided that Medistar shall give written notice thereof
to City. Any assignment shall be in writing, and shall provide that the assignee shall irrevocably
and unconditionally assume, from and after the date thereof, all the duties and obligations of the
assignor upon the same terms and conditions as set out in this Agreement. PAM may assign this
Agreement without the consent of the City Council of the City to an entity which controls, is
controlled by or is under common control with PAM, any successor entity to PAM by way of
merger, consolidation or other non-bankruptcy corporate reorganization, or an entity which
acquires all or substantially all of PAM's assets, partnership or membership interests, or capital
stock. All other assignments of this Agreement by PAM are subject to the written consent of the
City Council of the City, which consent shall not be unreasonably withheld, conditioned or
delayed.
16. Notice. All notices and other communications hereunder shall be in writing
(whether or not a writing is expressly required hereby), and shall be deemed to have been given
and become effective (a) if given by either party or its counsel via an express mail service or via
courier, then if and when delivered to and received (or refused) by the respective parties at the
below addresses (or at such other address as a party may hereafter designate for itself by notice to
the other party as required hereby), or (b) if sent via certified mail by either party or its counsel,
then on the third business day following the date on which such communication is deposited in the
United States mails, by first class certified mail, return receipt requested, postage prepaid, and
addressed to the respective parties at the below addresses(or at such other address as a party may
hereafter designate for itself by notice to the other party as required hereby).Any notice provided
for under the terms of this Agreement by either party to the other shall be in writing and may be
effected by registered or certified mail, return receipt requested.
If to City: City of Round Rock
221 E. Main Street
Round Rock,TX 78664
Attn: City Manager
Phone: (512)218-5400
Email: citymanagergroundrocktexas.gov
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
7
With a required copy to:
Sheets &Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512)255-8877
Email: steve@scrrlaw.com
If to Medistar: Medistar Corpus Christi Rehab, LLC
7670 Woodway, Suite 160
Houston,TX 77063
Attn: Mark Jang
Email: MarkJ@medistarcorp.com
With a copy to: Medistar Corporation
7670 Woodway, Suite 160
Houston, TX 77063
Attn: Greg Aclin, General Counsel
Email: grega@medistarcorp.com
If to PAM: PAM Squared at Round Rock, LLC
1828 Good Hope Road, Ste. 102
Enola, PA 17025
Attn: President
Email: lkeen@postacutecorporate.com
With a required copy to:
Post Acute Medical, LLC
1828 Good Hope Road, Ste. 102
Enola, PA 17025
Attn: General Counsel
Email: contracts@postacutecorporate.com
17. Applicable Law. This Agreement is made and shall be construed and interpreted
under the laws of the State of Texas and shall be performable in Williamson County,Texas.Venue
shall lie in Williamson County, Texas.
18. No Liability. It is understood and agreed between the parties that Medistar and
PAM, in performing their obligations hereunder, are each acting independently, and the City
assumes no responsibility or liability to third parties in connection therewith. It is further
understood and agreed among the parties that the City, in performing its obligations hereunder, is
acting independently and Medistar and PAM assume no responsibility or liability to third parties
in connection therewith.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
8
19. Estoppel Certificate. Any party hereto may request an estoppel certificate from
another party hereto so long as the certificate is requested in connection with a bona fide business
purpose and requests commercially reasonable certifications. Each party agrees to promptly
execute and deliver any estoppel certificate reasonably requested pursuant to this Section 19. The
certificate, which will upon request be addressed to Medistar and/or PAM, or a lessee, purchaser
or assignee of Medistar and/or PAM, shall include, but not necessarily be limited to, statements
(qualified to the best knowledge of the party providing the estoppel)that this Agreement is in full
force and effect without default (or if a default exists, the nature of such default and any curative
action which should be undertaken to cure same),the remaining term of this Agreement, and such
other matters reasonably requested by the party(ies)to receive the certificate.
20. Legal Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision thereof and this
Agreement shall be considered as if such invalid,illegal or unenforceable provision had never been
contained in this Agreement.
21. Force Majeure.Whenever a period of time is prescribed for the taking of an action
by Medistar and/or PAM,the period of time for the performance of such action shall be extended
by the number of days that the performance is actually delayed due to strikes, acts of God,
shortages of labor or materials, war, terrorist attacks (including bio-chemical attacks), civil
disturbances and other causes beyond the reasonable control of Medistar and/or PAM. However,
events of Force Majeure shall not extend any period of time for the payment of sums payable by
Medistar or PAM.
22. Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written previous and contemporary agreements between the
parties and relating to matters in this Agreement, and except as otherwise provided herein cannot
be modified, amended, altered or revoked without written agreement of the parties hereto.
23. Recordation of Agreement.A certified copy of this Agreement or a memorandum
summarizing this Agreement, in recordable form may be recorded in the Deed of Records of
Williamson County, Texas.
24. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
25. Authority. The individuals executing this Agreement on behalf of the respective
parties hereto represent to each other and to others that all appropriate and necessary action has
been taken to authorize the individual who is executing this Agreement to do so for and on behalf
of the party for which his or her signature appears,that there are no other parties or entities required
to execute this Agreement in order for the same to be an authorized and binding agreement on the
party for whom the individual is signing this Agreement and that each individual affixing his or
her signature hereto is authorized to do so,and such authorization is valid and effective on the date
hereof.
26. Multiple Counterparts.This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKIMEDISTAR&PAM
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27. Time of Essence.Time is of the essence in this Agreement.
28. Joint Draftin1j. The parties agree this Agreement has been drafted jointly by the
parties and their legal representatives.
29. Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
IN WITNESS WHEREOF,the parties have executed this Agreement and caused this Agreement
to be effective on the latest date as reflected by the signatures below (the"Effective Date").
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
10
THE CITY OF ROUND ROCK,TEXAS,
a TexasH e Rul Municip ty
By:
Craig organ, or
Date: '-2, j
Attest:
Sara White, City Clerk
APPAOVED AS TO ORM:
ie� , ,< 2e t+,
Ste-pht L. Sheets, City Attorney
AcknowledlZment
State of Texas
County of Williamson
This instrument was acknowledged before me on this t day 2017 by
Craig Morgan, as Mayor of the City of Round Rock, Texas.
CPN.M'.Sp ''%, Notary Publi , tate of ex
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PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
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MEDIST UND ROCK REHAB,LLC
a Tex imited lab' Iompany
By-
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Date: ,
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AcknowledlZment
State of Texas
County of
This instrument was acknowledged before me on this the22��ayof2017bg Y
Rick Zachardy,as Senior Vice President and CFO of Medistar Corpus Christi Rehab,L C,a Texas
limited liability company, on behalf of said company.
Notary Public, State o as
NNiAy�bc'?.' CHRISTINE A. BIRCH
Notary Public,State of Texas
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Now i� 130777337
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PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
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PAM Squared at Round Rock,LLC
a Pennsylv 1a limited liability company
Name: (.
Its:
Acknowledgment
Commonwealth of Pennsylvania
County of ►be,�-1a��
This instrument was acknowledged before me on this the S day of u-_4= 2017
by ap-) VP of PAM Squared at Round Rock, LLC, a Pennsylvania
limited liability company, on behalf of said 6rMQ4-�
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Notary Pu ' ,Commonwealth of Pennsylvania
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PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
13
EXHIBIT A
PROPERTY DESCRIPTION
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
14
erg 0� 2017075654 PLAT Total Pages: 3
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PLAT MAP RECORDING SHEET
DEDICATOR s :
AVERY CENTRE DEVCO INC
SUBDIVISION NAME: AVERY CENTRE T N C TRE PHASE 2 LOT 1 BLOCK A
PROPERTY IS DESCRIBED AS: 4. 7 ACR BEL EAVES SURVEY
ABSTRACT NO. 215
SUBMITTED BY: CITY OF ROQP0
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I ALLY RECORDED
D AND RECORDED
OFF IAL PUBLIC RECORDS 2017075654
Fee: $166.00
08/16/2017 08:59 AM TKIRK
11ATr
�.sterCcunty Clerk
Williamson Coun�y, Texas
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FINAL PLAT
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AVERY CENTRE TOWN CENTRE
WILLIAMSON PHASE 2, LOT 1,BLOCK A
COUNTY A 4.117 ACRE TRACT OF LAND.SIIUATED IN THE ABEL EAVES SURVEY,
ABSTRACT NO.215 IN WLLIAMSON COUNTY,TEXAS BEING CUT OF A
REMNANT PORT10N OF A CALLED 585.060 ACRE TRACT CONVEYED TO AVERY
CENTRE DEVCO,INC.,A TEXAS CORPORATION RECORDED IN DOCUMENT NO.
200807222.0 OF SAID COUNTY. -2'90' .300'
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A.CALLED 4.0 ACRE TRACT
AVERY OWNER.SETON FAMILY OF HOSPITALS \\SCALE. I"=100'
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AC ACRE(S)
DOC' DOCUMENT NUMBER
LOCATION MAP MR. ABEL EAVES SURVEY Poe POINT OF BECINNING
Orr OFFICIAL RECORDS OF
carf OF Routm R.) ABSTRACT NO. 215 ONCOR arCTRIC DELIVERY WILAMSON COUNTY,TEXAS
COWANY t PR PLAT RECORDS OF
NOT-TO-SCALE A CALLED 3.855 ACRE TRACT Is,ttrcme UTY ITY CA...INT WILLIAMSON COUNTY.TEXAS
OF WAY
oer y AND RIGHT rMs(D.P.".) OR DEED RECORDS OF WILIAMSON
\ OWNER.DAUGHTERS OF CHARITY HEALTH DOr_NI1 20020 CDUNTY.TEXAS
OWNER' AVERY CENTRE DEVCO.INC. C0-N33BIr3I'w DOC,NO.2008012149(O.P.R.) CPR OFFICIAL FU UC RECORDS OF
40D EAST MAIN STREET B1-111114'
CO N3014'53'W
ROUND ROCK.TEXAS 78a64 MIJUANSON COUNTY.TEXAS
ROW RIGHT OF WAY
VM VMUME
ACREAGE'4,117 ACRES CUT'+"4N
I PG PAGE(S)
SURVEYOR:PAPE-DAWSON ENGINEERS,INC N68*51'31*E 673.91' PUE PUBUC UTILITY EASEMENT >1
7000 SHOAL CREEK BLVD.SUITE 220 WEST S.%STD5 k TXOOT TEXAS DEPARTMENT OF a)
AUSTIN.TX 7B757 (SURVEYOR)0 rOUNSPI/1'IRON ROD WITH CAP
(512)454-8711 P
In!1 j. 11 ro gq 0 CALCULATED POINT
7800 SHOAL CREEK BLVD.SUITE 220 WEST LOT 1.BLOCK-A-, 0
SOMWMTERk bOU. C-4 PLAT BOUNDARY
(512)459-8867 F VojEl CRE TRACT,, Is'Ck=my
A Y CENTRE DEV LINE TABLE z
Is
3W WASTEWATER UNE EASEMENT
car.Na.200�0�2Q(O.PA) Dor.W.2008072220(O.P.0) LINE HEARING LENGTH 0
% 20'WAIENU ENT
44 W
0.
N0447'44" BENCHMARK 100 U
SUBMITTAL DATE-JUNE 20.2017 30.43 CURVE TABLE
DATE OF PLANNING AND ZONING COMMISSION REVIEW. i SW51'10"W-27+.55' TA ICHORD BEARINGICHO D LENG
1- 14119 1
5.573 ACRES
ACREAGE BY LOT TYPE; < A PORTION OF A CALLED GENERAL NOTE,;
DEVELOPMENT LOT; 4.117 ACRES 685.060 ACRE TRACT 1. BUILDING SETBACKS SMALL BE IN ACCORDANCE WITH CHAPTER
46. ZONIN CODE OF ORDINANCES. CITY OF
OWNER.AVERY CENTRE DEVCO, ROUND ROCK,
\ TEXAS..0%EDITION, AS AMENDED OR AS MODIFIED BY PUD
INC.,A TEXAS CORPORATION NO,B4
DEVELOPMENT LOT. 1 DOC.NO.2008072220(O.P.R.)
NUMBER OF LOTS 13Y TYPE: 2- SIDEWALKS SHALL BE CONSTRUCTED IN ACCORDANCE WITH
CHAPTER 36. SUBDIVISIONS. CODE OF ORDINANCES. CITY OF
V ROUND ROCK, TEXAS. 2010 EDITION-AS AMENDED OR AS
PATENT SURVM- MODIFIED BY PUD NO. 84. AND WITH THE DESIGN AND
ABEL EAVES SURVEY CONSTRUCTION STANDARDS.
ABSTRACT No.215 'FIELO'NOTES
WILLIAMSON COUNTY,TEXAS .,__ ' 1 3. A TEN FOOT(1 E AND SIDEWALK EASEMENT ABUTTING AND
FOR ALONG THE 22TAU PARKWAY AND NORTH A.W. CRIMES
STREET SIDE PROPERTY L07S SHOWN HEREON. INCLUDING
8 ULEVARD PROPERTY LINE IS HERE13Y DEDICATED FOR ALL
,A 4.lI7%`ACR'E,7RAC_�OF'LAND.SITUATED IN THE ABEL EAVES SURVEY, 2.S 21*08'29"1,a distanca of 10.00 feet to a Iron rod with yellow LANDSCAPE LOTS AND OPEN SPACE
LOTS.
ABSTRACT'NO.\115 IN',WWAMSON COUNTY, TEXAS BEING OUT OF A cap marked'Papa-Dawson'sat,and
REPNANT PORTION OF A CALLED BBS.080 ACRE TRACT CONVEYIED TO 4. NO OBSTRUCTIONS INCLUDING BUT NOT LIMITED TO FENCING OR
AVM CENTRE DEVCO. INC.. A TEXAS CORPORATION RECORDED IN &S 6W51'10"W. a distance of 4MI5 fact to a A" Iron rod with 1711AIF,SHALL BE PERMITTED IN ANY STORM SEWER
AND
COMBINED SCALE FACTOR:0.99988 DOCUMENT NO.-2008072220 OF SAID COLINTYSAID 4.117 ACRE TRACT Ilow cap marked"Papa-04wson'not In the coat.right-of-way line ORAINAG
EASEMENTS SHOWN HEREON.
-HEIN(;MORE FULLY DESCRIBED AS FOLLOWS,WITH HEARINGS BASED ON rf Saton Parkway, a varloblo width Ihl�cl oy recorded In
BENCHMARK DESCRIPTION AND ELEVATION., \THE NORTH AMERICAN DATUM OF 198.3(NA 2011)EPOCH 2010.00,FROM Document No. 201400536 of the 0 b1l. Records of 5. NO PORTION
OF THIS TRACT 15 ENCROACHED BY 7HE ULTIMATE
7HE TEXAS COORDINATE SYSTEM ESTABLISHED FOR THE CENTRAL ZONE. IX ANNUAL CHANCE FLOODPLAIN.
PT Nm 100 CUT SQUARE AT SOUTHWEST CORNER.OF CURS-, I Willornson County.Texas for the actithwont comer herpoft
INLET BEGINNING otro cut-+ In concrete not in the cost right-of-way lima of THENCE N 04'4744"W,with the cast right-of-way line of nald Satan TXI30T TYM R 6.
NO POR13ON OF THIS TRACT IS ENCROACHED BY ANY SPECIAL
NAD a3 GRID COORDINATES ./North A.W. rfma. Blvd, 0 voriablo with right-of-w4y racordad In Parkway,am&being the wast line of cold Remnant Portion,a dl2tance FLOOD
HAZARD AREAS INUNDATED BY THE 1%ANNUAL CHANCE
N; 10178941.7 Document No.2009030221 of the Offlclal Public Racord2 of Willichn.on of 3D43 fact to a jj'Iron rod with yellow Cap marked"Pope-Dawoon' FLOOD PLAIN
AS IDENTIFIED BY THE U.S.FEDERAL EMERGENCYE: 3141872-9 County.Taxes,some being the southeast corner of a called 3.855 acre MANAGEMENT AGENCY BOUNDARY MAP MFLOOD INSURANCE
RATEELEVATION 782.91-(NAV0,213.-GEOID 99) 1, tract conveyed to the Daughters f Charity Healthy Sarvicant of Austin out Oi a point of nan-tongent ctirv.tur., MAP OMMU ' EL,NUMBEJ
EFFECTIVE DATE
recorded In Documont No.200g12l.49 of the Offfelol Public Rmorft of SEPMFIER 1"'13 F R YALU TEXAS.
PT No.101 CUT SQUARE AT. a VAIllarnson County,Texas,troo being the northeast comer of a Remnant THENCE along the are of a curvo to the left,continuing*Ith the east
INLET NORTHWEST..CORNER OF CUR., Portion of sold 885.060 acra tract far the northeast comer and POINT rIght-cf-way line of sold Scion Parkway.soma being the want line
of 7. THIS FLAT CONFORMS TO THE PRELIMINARY PLAT SUBMITTED
NAD 3 GRID`COORDINATES OF BEGINNING heroof,frm which an Iron rod with Aluminum Cop marked gold Remnant Partlar.nold curva having a radius of 600.64 fact, a CONCURRENTLY
FOR APPROVAL By THE PLANNING AND ZONING
N: 1 179255.01 �TXDOT"at the northeast corner of maid 3,855 fact,soma being the central angle of 23'03'34". a chord bearing and d)3tonco of COMMISSION ON JULY 19.2017.
E: 3141751.5 southeast canner of a called 4.0 ca.treat conveyed to Saten Family of N 1818'40%W.2440.11 real.on are length of 241.7.3 fact to a 36'!ran
ELEVATION 785.4Z-..(NAVD 88,GEOID,99) Hospitals recorded In Document No.2017039916 of the Official Public rod with yellow cap marked*Popo-Dawaan"not for the northwest comer
Records of'Millornson Count also being a point In the west hereof.from which a Iran rod With top marked"HokaI-Alciden"found at
BENCHMARKS ARE BASED ON THE CITY.OF ROUN13 ROCK right-of-way line f North A.W. GrIman Blvd. be.- the northwest carrier of sold 3.855 acra tract, name being the
CONTROL MONUMENT No..01.040 N 21MB'37'W.238.55 feet: southwest carrier of*old 40 qcre tract.also being a point In the Beer
NORTHING:10176919.30',.-, right-cf-way line of cold Satan Parkway boara the following two(2)
EASTlNG:3142752.27-, THENCE S 21'08'37'E,with the want rTght-of-way line of said North courman and diatancear along the are of a curva to the loft.having a
ELEVATION 766.74(NAVD'88;-GEOID 02) A.W.Grimes Blvd.,some being the cant[Ina of nold Remnant Portion.a radius of 600,64,foot,a control cngla of 22*48'55',a chord bearing
and PAPE-DAWSON
BRASS MONUMENT STAMPED'CITY OF ROUND ROCK" dintanca of 258.38 feet to a ;1" iron rod with yellow cup marked distance of N 3914!55m W,237.60 feet,an arc length of 239.18
and a
SET IN CONCRETE *Pope-D.3on*set,from which a W Iron rod with cop marked"City of bearing of N 50-23'30"W,a distance of 14.58(cat: ENGINEERS
As FOUND AT: Round Rock"boam S 21MB'37"E.254.66 fact THENCE N 6851*31"E, departing the Beat right-of-way line of sold
hitpn://www.roundracktax(io.gm/wp-contmi/uplocda/2014/12/13040,pdf THENCE daparlIng the wast rIght-cf-way 11no of and North A.W.GrIm" Saton Parkway.with the south[Ina of sold
3.855 acro tract,a dl3tarice AUSTIN I SAN ANTONIO I HOUSTON I FORT WORTH I DALLAS
Blvd..through the interior of sold Remnant Portion the following three of 673.91 fact to the POINT OF BEGINNING,and containing 4.117 acres In TE 220 W I AUSTIN,TX
78757 1 512AS4.M I
(3)caurics end dbtan-3: Williamson County.Texas.Said tract being do3erlbod In accordance with 7M SHOAL CREEK BLVD,S
a plot prepared under Job No.50968-00 by Pope-Dcwz"Engineers,
TBPE FIRM AEGISTRATION 1470 1 TBPLS FIRM REGISTRATION 110028801
1.5 511*51'10'W,a distance or 274.55 feet to a W"Iron rod with Inc.
yellow cup marked'Papa-Daw*on"set. SHEET I OF 2
2017075654 Page 3 of 3 �r)1111)'1 5 5L}
Ce
FINAL PLAT n
OFLU
AVERY CENTRE TOWN CENTRE
PHASE 2,LOT 1,BLOCK A
A 4.117 ACRE TRACT OF LAND,SITUATED IN THE ABEL EAVES SURVEY,
ABSTRACT NO.215 IN WIWAMSON COUNTY,TEXAS BEING OUT OF A /` •,�
REMNANT PORTION OF A CALLED 635.050 ACRE TRACT CONVEYED TO AVERY -•� �� •�\ �„
CENTRE OEVCO,INC.,A TEXAS CORPORATION RECORDED IN DOCUMENT NO. •�\
2008072220 OF SAID COUNTY. lU \
STATE OF TEXAS 9 THE STATE OF TEXAS ti I 15&,
COUNTY OF WILWIW
LIAMSON ¢ COUNTY OF AMSON Approved thleday-of -U.� 2D1� by the City Planning and Zoning
4 Commisalaq of.the City of Round Rock,Texoa,and authorized to be filed for record by
That Avery Centre Davao,Inc.os the owner Of a coiled 883.030 acro tract conveyed to Avery
'tho(County'Cloik,of Wltllomaon:County,Texas,
Canter Davao, Inc., raeordad In Document No. 2008072220 of the Official Public Records of That I,Porkar'J.Graham,do hereby certify that I prepared this plat from an actual
and accurate /� 7
Mltamaon County,Texas,situated In the Abel Eaves Survey.Abstract No. 215, In Wllllomson on—tha—ground survey of the land and that the comer monuments shown thereon were property.*'
County,Texas,do hereby certify that there are no Ilan holders and dedicate to the pubne forever placed under my personal zupervtalm. In accordance with Chapter 36, Subdivisions,
Coda of
use of the streets,dleya,eosamenta and all other londa Intended for public dedication as shown Ordinances.City of Round Rack,2010 Editim as amended. David Pavitoku,atilrman
hereon to be known as AVERY CENTRE TOWN CENTRE PHASE 2,LOT 1,BLOCK A Subdlvlelon.
Avery Cantor Davao,Inc. Z
o
JO S.AVERY,Sit.
GRAHAM 44
/ co
b ! :7 Ci''5556_"'-'
THE STATE OF TEXAS $ Parker J.C ham -'•-Oa a $ol 9,j%ares9�o�:y� m
l ~Sa
COUNTY OF NILLIAMSON ¢ Rut. Professional Land Surveyor o.�5558- \
�{ ! State of Texas N •� UA��
Ibis instrument was acknowledged before me on the!day of 20�6y Pope—Dawson Engineers,Ina/ /' p
Avery Center Davao.Inc. TBPE,Firm Registration No.470 \ '� d
7800 Shod Creak Boulevard,Suite'220 Woat O
Notary Public,State of Texas Austin,Taxes,78757 \ } 1
{ —n
\ ? 1 'S
`r \ /
U
Printed Noma: V$Y17nAC0 (l4.CkUnd4er
v"ONICAH[On1ACNANOIE! \ `,•\ /-'
JQ1utQ1l�15,1018 o,'• No MYCameiatoo'*. \\
My Commission Expirex mlaalpn kx011a
Januory 25,2011
C.
"�• �•.:' -' _ '•\'\.\\ THECOUST OF OF yF TE N t!
That I,Nancy Rlxler,clerk of the county court of sold county,do hereby certify that
the foregoing Instrument In writing,with Its certification of authentication,was Ned
tar record In my office on the 1WV2ay of� '`' A.O.,201.1..,at
�\•"',•�`'� ,� o'clock Y1--m.and duly recorded on the 1��day of A.D_201n_
\-;-^.\ •.� '\ �� -\�'
THE STATE OF TEXAS !#WIWblat �tu:.+e,'clock Ar—m. In the plot records of acid county. In document
�^—�-. •\'•v COUNTY OF AMSON 8 no,
1' \` •1 \ '\ That i,Michod S.Fisher,do hereby certify that the Information contained an this plot compllos
( `v` with Chapter 36,Subdivisions.Coda of Ordinances.City of Round Rack,2010 Edition as amended, {1ltness my hand and sed of the county court of sold county,
at office In
i T and the Design end Construction Standards adopted by the City of Round Rock,Texas.
%%%, Georgetown.Texas,the date last above written.
oF•.Cf.�4ir
4 _ �yi ,,,,, t I Nancy Rlster,clerk,county court WIfflamaon Caunty,Texas
MICHAEL S.FISHER
'..;:......B7704....awi
Iti...........
�4�5
Michael S.Flatter IDdto By.
-` Registered Prcfaaalond Engineer No.87704 Deputy
Pape—Dawson Englnaom,Inc,
TBPE,Fktn Reglstrallon No.470 !a�"l1ly 1�r�
7300 Shoal Crook Boulevard,Suite 220 Wast J
-- Austin,Texas,73757 PAPE-DAWSON
t1111Y111//,r'
rd
ENGINEERS t
7�': ••.*� rscoawou rxtzxaw ,varve cora mu rw•a:arz.ar.anr s
•y. sarezvefar I ' nvcx¢ussesr
SHEEP 2 OF 2
gr
EXHIBIT B
JOB COMPLIANCE AFFIDAVIT
Before me, the undersigned authority, on this day personally appeared
(name) ,known to me to be the person whose name is
subscribed below and after having been duly sworn, on his/her oath stated as follows:
1. "My name is . I am over the age of 21 years and am
capable of making this affidavit. The facts stated in this affidavit are within my personal
knowledge and are true and correct.
2. "1 am the (title) of Post Acute Medical, and I
am duly authorized to make this affidavit.
3. "As of December 31, 201_, Post Acute Medical, had the following job
positions and salaries:
Employee ID No. Job Position or Title Annual Salary
TOTAL JOBS AVG. SALARY $
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
15
4. "In addition to the salary, all full-time jobs included industry standard employee benefits.
Dated this day of , 201_
(Printed name)
(Title)
SUBSCRIBED AND SWORN TO before me on this the day of , 201_
Notary Public, State of Texas
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
16
ELECTRONICALLY RECORDED 2017092055
Williamson County, Texas Total Pages: 20
PROPERTY TAX ABATEMENT AGREEMENT
ill
This Property Tax Abatement Agreement (this "Agreement") is entered into this A.S.day
of til" _° 2017 by and between the City of Round Rock,Texas(the"City"),a Texas home
rule enicipal corporation, Medistar Round Rock Rehab, LLC, a Texas limited liability
company ("Medistar"), and PAM Squared at Round Rock, a Pennsylvania limited liability
company ("PAM").
RECITALS
WHEREAS,Medistar intends to expend at least$17,000,000 in the construction of a hospital (the
"Facility") to be located on a tract of land (the "Property"), as defined below; and
WHEREAS,by entering into this Agreement,Medistar confirms its intent to construct the Facility
and to lease said Facility to PAM for the purpose of PAM's locating a hospital in the Facility
which will result in at least 75 new full-time jobs over the term of this Agreement,thereby resulting
in new economic development in City; and
WHEREAS, by entering into this Agreement, PAM confirms its intent to lease the Facility from
Medistar for the purpose of locating a hospital in the Facility which will result in at least 75 new
full-time jobs over the term of this Agreement,thereby resulting in new economic development in
City; and
WHEREAS, Medistar and PAM each confirm that the City's grant of the tax abatement provided
for herein is expressly conditioned on their compliance with the construction of the Facility and
job creation obligations set forth herein; and
WHEREAS, on the Or day of , 2017, the City Council of the City of Round
Rock,Texas, adopted Ordinance No. ' I1 establishing Reinvestment Zone No. (the
"Reinvestment Zone") City of Round Rock, Texas for commercial/industrial tax abatement,
hereinafter referred to as "Ordinance No. ll- (I ", as authorized by the Texas Property
Redevelopment and Tax Abatement Act, Chapter 312, Tax Code, V.A.T.S. as amended (the "Tax
Abatement Act"); and
WHEREAS,the Facility will be located on the Property within the Reinvestment Zone; and
r ®
WHEREAS, the City has adopted Ordinance No. -0-2-0-14-22-54, which Ordinance adopted
appropriate guidelines and criteria governing reinvestment zones and tax abatement agreements to
be entered into by the City as contemplated by the Tax Abatement Act; and
WHEREAS, the City has determined that the construction and contemplated use of the Facility
and creation of jobs, as well as the terms of this Agreement are consistent with encouraging
development in the Reinvestment Zone in accordance with the purposes for its creation and are in
compliance with Ordinance No.9=2-0-1-5-22-5-1,- and the guidelines and criteria adopted by the City
and all applicable laws; and Or [" -
WHEREAS, the construction of the Facility constitutes a major investment within the
Reinvestment Zone that will substantially increase the appraised value of the property within the
00383553.DOCX
2017092055 Page 2 of 20
Reinvestment Zone, and will contribute to the retention of primary and secondary employment
within the City; and
WHEREAS, the City finds that there will be no substantial adverse effects on the provision of
governmental services or on its tax base and that the planned use of the Facility will not constitute
a hazard to public safety, health, or welfare,
NOW THEREFORE, in consideration of the mutual benefits and promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
City, Medistar, and PAM agree as follows:
1. Authorization. This Agreement is authorized by the Tax Abatement Act, and by
Resolution of the City Council of the City of Round Rock, Texas dated , 2017.
2. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Abatement"means the full or partial exemption from ad valorem taxes of
the Property and the Facility in the Reinvestment Zone as more particularly set forth in
Section 6.
(b) "Abatement Period"means the period of time beginning with the Effective
Date of Abatement and continuing until December 31, 2023.
(c) "Abatement Value"means the assessed value of the Facility and Property,
as determined annually by the WCAD on behalf of the City, less the amount of the Base
Year Value.
(d) "Affiliate of Medistar" means any person or entity under common control
with, controlled by, or controlling Medistar. For purposes of this definition, (i) "control"
means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a person, whether through ownership of voting securities,
by contract or otherwise; and (ii) "person"means any individual, corporation, association,
partnership,joint venture, real estate investment trust, other trust estate or other entity or
organization.
(e) "Base Year Value" means the assessed value of the Facility and Property
on January 1, 2017 (or on January 1 of the year of execution of this Agreement if
determined to be otherwise required by applicable law), as such value is determined by
WCAD on behalf of the City.
(I) "City Guidelines" means the Tax Abatement Guidelines and Criteria for
Granting Tax Abatement in Reinvestment Zones, as set forth in §38-22, Round Rock Code
of Ordinances, 2010 Edition, as amended.
(g) "Effective Date of Abatement" means the period commencing January 1,
2019.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
2
2017092055 Page 3 of 20
(h) "Facility"means the building and other improvements, or portion thereof,
constructed by Medistar on the Property at a cost of at least$17,000,000.00,which will be
leased to PAM by Medistar.
(i) "Ineligible Property"means any personal property that is located within the
Facility at any time before or during the period covered by this Agreement.
(j) "Property" means the tract of real property owned by Medistar located in
the Reinvestment Zone and described as Lot 1,Block A,Phase 2 of the Avery Centre Town
Centre 1, a subdivision in Williamson County, Texas recorded as Document No.
2017075654 in the Plat Records of Williamson County as shown in Exhibit A.
(k) "Recapture Liability" means the amount of fees waived and ad valorem
taxes that were abated as result of this Agreement that are subject to recapture by the City
under the terms of Section 12 in the event of a default as described in Section 11.
(1) "Reinvestment Zone"means the reinvestment zone established on the
day of `'.,. , 2017, in Ordinance No. 0-21Aq-4-(611 establishing
Reinvestme Zone No. ::
(m) "Tax Code"means the Tax Code of the State of Texas
(p) "WCAD"means the Williamson Central Appraisal District of Williamson
County, Texas.
3. Subject Property. During the Abatement Period, the Facility shall be leased to
PAM and used consistent with the general purpose of encouraging development or redevelopment
within the Reinvestment Zone. The Property is not located in an improvement project financed by
tax increment bonds and does not include any property that is owned or leased by a member of the
City Council or by a member of the City Planning and Zoning Commission.
4. Cost of Facility. Medistar agrees to spend at least $17,000,000.00 for the
construction of the Facility. Medistar agrees to provide City with documentation showing that this
obligation has been satisfied. The City shall have the right, following reasonable advance notice
to Medistar,to audit Medistar's records to verify that this obligation has been satisfied.
5. Job Creation. PAM agrees to employ in the Facility at least seventy-five(75)full-
time employees in accordance with the schedule as set forth below:
Date Retained New Total
On Opening Date 32 32
On December 31, 2020 32 28 60
On December 31, 2021 60 15 75
On December 31, 2022 75 0 75
On December 31, 2023 75 0 75
On December 31, 2024 75 0 75
PAM agrees that the full-time jobs will have an average annual salary of at least $55,000, plus
industry standard benefits.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
3
2017092055 Page 4 of 20
PAM agrees to provide to the City an annual Job Compliance Affidavit on the Opening Date and
by March 1 of each calendar year during the telin of this Agreement.A copy of the Job Compliance
Affidavit form is attached hereto as Exhibit B. City shall have the right, following reasonable
advance notice to PAM,to audit PAM's records to verify that this obligation has been satisfied.
6. Grant of Abatement.
Subject to (i) Medistar's satisfaction of its obligation to spend $17,000,000.00 on the
construction of the Facility; (ii) Medistar's satisfaction of its obligation to lease the Facility to
PAM; (iii)PAM's satisfaction of its obligations to lease the Facility from Medistar throughout the
term of this Agreement; (iv)PAM's satisfaction of its obligation to provide 75 jobs as set forth in
Section 5; (v) all other terms and conditions contained herein; and (vi)the rights of the holders of
any outstanding bonds of the City;the City hereby grants the Abatement on the Abatement Value
of the Facility as follows:
(1) Year 1 (2019) 100%
(2) Year 2 (2020) 100%
(3) Year 3 (2021) 50%
(4) Year 4 (2022) 50%
(5) Year 5 (2023) 25%
Medistar acknowledges that the foregoing grant of abatement is conditioned both upon its
compliance with its covenants in Section 10(a) below and PAM's compliance with its covenants
contained in Section 10(b) below.
7. Term of Abatement. Medistar shall receive the Abatement commencing on the
Effective Date of the Abatement and continuing for Abatement Period.
8. Waiver of Permit Fees. City agrees to waive up to $100,000 of site
preparation, construction permit, and inspection fees for the Facility.
9. Taxable Property. During the Abatement Period, ad valorem taxes shall be
payable on the Property and the Ineligible Property located within the Reinvestment Zone as
follows:
(a) The value of the Ineligible Property as defined herein shall be fully taxable;
and
(b) The Base Year Value of the Facility and Property, as determined by the
WCAD, shall be fully taxable.
10. Covenants.
(a) Medistar's Covenants.In consideration of the City's agreement to enter into
this Agreement, Medistar covenants and agrees that it will (i) expend at least
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
4
2017092055 Page 5 of 20
$17,000,000.00 to construct the Facility; (ii) substantially complete the construction of the
Facility by the 31st day of July,2019(subject to delays caused by events of Force Majeure);
and(iii)lease the Facility to PAM for its hospital in the City for the term of this Agreement.
(b) PAM's Covenants. In consideration of the City's agreement to enter into
this Agreement, PAM covenants and agrees that it will (i) lease the Facility for the term
of this Agreement from Medistar; and (ii) employ, retain and add at least the number of
jobs within the Facility set forth in Section 5.
(c) Breach of Covenants. Medistar and PAM each acknowledge that the City's
obligations hereunder are conditioned upon PAM's continued operation of said hospital
and the provision of at least 75 jobs in accordance with the provisions of Section 5 above.
In the event Medistar fails to construct the Facility by the 31st day of July, 2019 (subject
to delays caused by events of Force Majeure), or in the event that PAM fails to comply
with its obligation to operate its facility and to provide the number of jobs required under
the terms of this Agreement, the City may terminate this Agreement by giving Medistar
and PAM written notice of such termination, and exercise its rights under Section 11
below. In addition, the City will notify the WCAD of such termination.
11. Default.
(a) Medistar's Default.In the event that(a)Medistar allows its ad valorem taxes
to the City to become delinquent and fails to timely and properly follow the legal
procedures for their protest and/or contest; (b) Medistar violates any of the material terms
and conditions of this Agreement, including, without limitation, any of the covenants
described in Section 10(a) above; or(c)PAM fails to comply with its obligation to provide
the number of jobs as set forth in Section 5 above,Medistar shall be considered in default.
In the event that Medistar defaults under this Agreement, the City shall give Medistar
written notice specifying such default. If Medistar has not cured the default within thirty
(30) days after its receipt of such written notice, the City may, as its sole and exclusive
remedies hereunder, (i) terminate this Agreement by given written notice thereof to
Medistar and PAM, (ii) exercise its rights under Section 12 below, and (iii)pursue any of
its remedies for the collection of delinquent property taxes as provided generally in the Tax
Code. If the City terminates this Agreement hereunder, it will notify the WCAD thereof.
A default by Medistar shall be considered a default by PAM.
(b) PAM's Default.In the event that(a)PAM fails to comply with its obligation
to provide the number of jobs set forth herein; or (b) PAM violates any of the material
terms and conditions of this Agreement, including,without limitation,any of the covenants
described in Section 10(b) above; or (c) Medistar fails to comply with its covenants
described in Section 10(a) above; PAM shall be considered in default. In the event that
PAM defaults under this Agreement, the City shall give PAM written notice specifying
such default. If PAM has not cured the default within thirty (30) days after its receipt of
such written notice, the City may, as its sole and exclusive remedies hereunder, (i)
terminate this Agreement by given written notice thereof to PAM and Medistar, (ii)
exercise its rights under Section 12 below, and (iii) pursue any of its remedies for the
collection of delinquent property taxes as provided generally in the Tax Code. If the City
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
5
2017092055 Page 6 of 20
terminates this Agreement hereunder, it will notify the WCAD thereof. A default by PAM
shall be considered a default by Medistar.
12. Abatement Recapture. In the event the City terminates this Agreement as a result
of Medistar's and/or PAM's default and failure to cure same within thirty(30)days,or one hundred
eighty (180) days, as applicable, after receipt of written notice specifying such default, the City
may recapture and collect from Medistar the Recapture Liability. Medistar shall pay to the City
the Recapture Liability within thirty(30) days after the date of termination, subject to any and all
lawful offsets, settlements, deduction, or credits to which Medistar may be entitled.
Notwithstanding anything herein to the contrary, such Recapture Liability shall not exceed an
amount equal to all fees waived plus all taxes which were abated pursuant to this Agreement to
the date of termination (together with interest thereon to be charged at the statutory rate for
delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas,
but without the addition of a penalty). The City shall have all remedies for the collection of the
Recapture Liability as provided generally in the Tax Code for the collection of delinquent property
taxes.
13. Certification and Inspections. No later than ninety (90) days after substantial
completion of the Facilities, Medistar and PAM must certify in writing to the City (i) that the
construction of the Facilities has been substantially completed, and (ii) that PAM has leased and
accepted occupancy of its premises in the Facilities. No later than March 1 of each year of the
Abatement Period,Medistar and Pam must certify in writing to the City that each is in compliance
with each applicable terms of this Agreement and the City Guidelines and, if not in compliance,
the steps Medistar and PAM intend to take to be in compliance or a statement from Medistar and
PAM explaining in reasonable detail why compliance cannot be achieved. Medistar and PAM
agree that the WCAD and the City,their agents and employees,shall,upon reasonable notice,have
reasonable right of access to the Facility in order to ensure that the construction of the Facility is
in accordance with this Agreement and all applicable state and local laws and regulations, or valid
waiver thereof All inspections will be made with one or more representatives of Medistar and/or
PAM and in accordance with Medistar's and PAM's security and safety requirements.At the time
of annual certification, upon the City's written request, Medistar shall also provide a calculation
of the aggregate amount of economic benefit Medistar has previously received pursuant to this
Agreement. In order to efficiently administer the Abatement, Medistar agrees also to provide
annually for each year with respect to which Medistar will receive an abatement under Section6
hereof, no later than March 1, a full asset listing of personal property located on the Property and
in the Facility to the WCAD and such other information as may be reasonably necessary for the
Abatement and assessment of the assets for tax purposes, including any information required by
the City Guidelines.
Each year the City will endeavor to send Medistar a reminder of its obligation under this
Section 13. However, the failure of the City to do so shall not relieve Medistar of its obligations
hereunder.
14. Annual Tax Application. It shall be the responsibility of Medistar, pursuant to
V.T.C.A., Tax Code, § 11.43, to file an annual exemption application form with the WCAD. The
Chief Appraiser of the WCAD shall annually determine and record both the abated taxable value
and the full taxable value of the Property and Personal Property in the appraisal records. The full
taxable value figure listed in the appraisal record shall be used to compute the amount of abated
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKIMEDISTAR&PAM
6
2017092055 Page 7 of 20
taxes that are required to be recaptured and paid in the event this Agreement is terminated in a
manner that results in recapture pursuant to Section 12.Each year Medistar and PAM shall furnish
the Chief Appraiser with such information outlined in V.T.C.A.,Tax Code, Chapter 22, as may be
necessary for the administration of the abatement specified herein. Medistar and/or PAM shall be
entitled to appeal any determination of the Chief Appraiser in accordance with the provisions of
the Texas Tax Code.
15. Assignment. Prior to the date that Medistar satisfies it obligations hereunder to
construct the Facility and enter into a lease with PAM for the lease the Facility, Medistar may (i)
assign this Agreement to a new owner of the Property with the written consent of the City Council
of the City,which consent shall not be unreasonably withheld,conditioned or delayed,or(ii)assign
this Agreement to an Affiliate of Medistar, which shall not require any such written consent,
provided that Medistar shall give written notice thereof to the City. After the completion of the
Facility and the lease by PAM thereof,Medistar may assign this Agreement to a new owner of the
Property without the consent of any party, provided that Medistar shall give written notice thereof
to City. Any assignment shall be in writing, and shall provide that the assignee shall irrevocably
and unconditionally assume, from and after the date thereof, all the duties and obligations of the
assignor upon the same terms and conditions as set out in this Agreement. PAM may assign this
Agreement without the consent of the City Council of the City to an entity which controls, is
controlled by or is under common control with PAM, any successor entity to PAM by way of
merger, consolidation or other non-bankruptcy corporate reorganization, or an entity which
acquires all or substantially all of PAM's assets, partnership or membership interests, or capital
stock. All other assignments of this Agreement by PAM are subject to the written consent of the
City Council of the City, which consent shall not be unreasonably withheld, conditioned or
delayed.
16. Notice. All notices and other communications hereunder shall be in writing
(whether or not a writing is expressly required hereby), and shall be deemed to have been given
and become effective (a) if given by either party or its counsel via an express mail service or via
courier, then if and when delivered to and received (or refused) by the respective parties at the
below addresses (or at such other address as a party may hereafter designate for itself by notice to
the other party as required hereby), or (b) if sent via certified mail by either party or its counsel,
then on the third business day following the date on which such communication is deposited in the
United States mails, by first class certified mail, return receipt requested, postage prepaid, and
addressed to the respective parties at the below addresses (or at such other address as a party may
hereafter designate for itself by notice to the other party as required hereby).Any notice provided
for under the terms of this Agreement by either party to the other shall be in writing and may be
effected by registered or certified mail, return receipt requested.
If to City: City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512)218-5400
Email: citymanager(�.roundrocktexas.aov
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
7
2017092055 Page 8 of 20
With a required copy to:
Sheets &Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512)255-8877
Email: steve@scrrlaw.com
If to Medistar: Medistar Corpus Christi Rehab, LLC
7670 Woodway, Suite 160
Houston,TX 77063
Attn: Mark Jang
Email: MarkJ@medistarcorp.com
With a copy to: Medistar Corporation
7670 Woodway, Suite 160
Houston, TX 77063
Attn: Greg Aclin, General Counsel
Email: grega@medistarcorp.com
If to PAM: PAM Squared at Round Rock, LLC
1828 Good Hope Road, Ste. 102
Enola, PA 17025
Attn: President
Email: lkeen@postacutecorporate.com
With a required copy to:
Post Acute Medical, LLC
1828 Good Hope Road, Ste. 102
Enola,PA 17025
Attn: General Counsel
Email: contracts@postacutecorporate.com
17. Applicable Law. This Agreement is made and shall be construed and interpreted
under the laws of the State of Texas and shall be performable in Williamson County,Texas.Venue
shall lie in Williamson County, Texas.
18. No Liability. It is understood and agreed between the parties that Medistar and
PAM, in performing their obligations hereunder, are each acting independently, and the City
assumes no responsibility or liability to third parties in connection therewith. It is further
understood and agreed among the parties that the City, in performing its obligations hereunder, is
acting independently and Medistar and PAM assume no responsibility or liability to third parties
in connection therewith.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
8
2017092055 Page 9 of 20
19. Estoppel Certificate. Any party hereto may request an estoppel certificate from
another party hereto so long as the certificate is requested in connection with a bona fide business
purpose and requests commercially reasonable certifications. Each party agrees to promptly
execute and deliver any estoppel certificate reasonably requested pursuant to this Section 19. The
certificate, which will upon request be addressed to Medistar and/or PAM, or a lessee, purchaser
or assignee of Medistar and/or PAM, shall include, but not necessarily be limited to, statements
(qualified to the best knowledge of the party providing the estoppel) that this Agreement is in full
force and effect without default (or if a default exists, the nature of such default and any curative
action which should be undertaken to cure same), the remaining term of this Agreement, and such
other matters reasonably requested by the party(ies)to receive the certificate.
20. Legal Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision thereof and this
Agreement shall be considered as if such invalid,illegal or unenforceable provision had never been
contained in this Agreement.
21. Force Majeure.Whenever a period of time is prescribed for the taking of an action
by Medistar and/or PAM,the period of time for the performance of such action shall be extended
by the number of days that the performance is actually delayed due to strikes, acts of God,
shortages of labor or materials, war, terrorist attacks (including bio-chemical attacks), civil
disturbances and other causes beyond the reasonable control of Medistar and/or PAM. However,
events of Force Majeure shall not extend any period of time for the payment of sums payable by
Medistar or PAM.
22. Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written previous and contemporary agreements between the
parties and relating to matters in this Agreement, and except as otherwise provided herein cannot
be modified, amended, altered or revoked without written agreement of the parties hereto.
23. Recordation of Agreement.A certified copy of this Agreement or a memorandum
summarizing this Agreement, in recordable form may be recorded in the Deed of Records of
Williamson County, Texas.
24. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
25. Authority. The individuals executing this Agreement on behalf of the respective
parties hereto represent to each other and to others that all appropriate and necessary action has
been taken to authorize the individual who is executing this Agreement to do so for and on behalf
of the party for which his or her signature appears,that there are no other parties or entities required
to execute this Agreement in order for the same to be an authorized and binding agreement on the
party for whom the individual is signing this Agreement and that each individual affixing his or
her signature hereto is authorized to do so,and such authorization is valid and effective on the date
hereof.
26. Multiple Counterparts.This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
9
2017092055 Page 10 of 20
27. Time of Essence. Time is of the essence in this Agreement.
28. Joint Drafting. The parties agree this Agreement has been drafted jointly by the
parties and their legal representatives.
29. Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement
to be effective on the latest date as reflected by the signatures below (the"Effective Date").
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
10
2017092055 Page 11 of 20
THE CITY OF ROUND ROCK,TEXAS,
a Texas H. e Rul Municip ty
By:
Craig R organ, aa or
Date:
Attest:
00,x'.
Sara White, City Clerk
APPlVED AS TO ORM:
� tta;.N � ,{ cz i
Ste—p14 L. Sheets, City Attorney
Acknowledgment
State of Texas
County of Williamson
This instrument was acknowledged before me on this t day • '0 ``„ ie' 2017 by
Craig Morgan, as Mayor of the City of Round Rock, Texas.
.,e $ 4.; .6 LLA—DM
,,,,,§"C04,..M...:.S$0,:.4",:, Notary Notary Publif tate of
®Z `•z TrJ ®�°
®®® �.••.?24020-.•�� ®10
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PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKIMEDISTAR&PAM
11
2017092055 Page 12 of 20
GAk,
MEDIST r I UND ROCK REHAB,LLC
a Tex.: imited lab''ii; ''`ompany
By. _1 ./
`c- dy, S . i
•1ce P - 'a t
c'
Date: I- 3-1 , 2017
Acknowledgment
State of Texas
County of { Y)S
This instrument was acknowledged before me on this the26ay of017 by
Rick Zachardy,as Senior Vice President and CFO of Medistar Corpus Christi Rehab,LLC,a Texas
limited liability company, on behalf of said company.
C . 1 _*".
Notary Public, State o Te as
.0Vll.5# CHRISTINE A. BIRCH
�z°' : -Notary Public,State of Texas
%.`• s0 Comm, Expires 08-12-2020
'VA°t `� Ntltdty ID 130777337
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKJMEDISTAR&PAM
12
2017092055 Page 13 of 20
PAM Squared at Round Rock,LLC
a Pennsylvapia limited liability company
Name: *#,...,r
Its: ki i-L-9(7f L".' 4 C.Ct edia
Acknowledgment
Commonwealth of Pennsylvania
County of CambeAr-t 4...rt"s...._
This instrument was acknowledged before me on this the 446 day of Arc b , 2017
by A4, .. 41 II i VP of PAM Squared at Round Rock, LLC, a Pennsylvania
limited liability company, on behalf of said 6 rmp44-1
Notary Puli ,Commonwealth of Pennsylvania
610a`6 MN SW1dX3 NISSIWW03 A
AiNnoo ONV1U39113°I,P1303b1VH
31Ignd AnIoN
iIIM'I 31NNOA
13. 1VIUVIN
MO Hi I i
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
13
2017092055 Page 14 of 20
EXHIBIT A
PROPERTY DESCRIPTION
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM
14
2017092055 Page 15 01 20
2017075654 PLAT Total Pages: 3
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PROPERTY IS DESCRIBED AS: 4. 7 ACR A BEL EAVES SURVEY
ABSTRACT NO. 216
SUBMITTED BY: CITY OF ROI4ID ► GE",
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ALLY RECORDED
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OFF •IAL PUBLIC RECORDS 2017075654
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Fee: $166.00
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2017092055 Page 17 of 20
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2017092055 Page 18 of 20
EXHIBIT B
JOB COMPLIANCE AFFIDAVIT
Before me, the undersigned authority, on this day personally appeared
(name) ,known to me to be the person whose name is
subscribed below and after having been duly sworn, on his/her oath stated as follows:
1. "My name is . I am over the age of 21 years and am
capable of making this affidavit. The facts stated in this affidavit are within my personal
knowledge and are true and correct.
2. "I am the (title) of Post Acute Medical, and I
am duly authorized to make this affidavit.
3. "As of December 31, 201, Post Acute Medical, . had the following job
positions and salaries:
Employee ID No. Job Position or Title Annual Salary
$
$
TOTAL JOBS AVG. SALARY $
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKIMEDISTAR&PAM
15
2017092055 Page 19 of 20
4. "In addition to the salary, all full-time jobs included industry standard employee benefits.
Dated this day of , 201
(Printed name)
(Title)
SUBSCRIBED AND SWORN TO before me on this the day of , 201_
Notary Public, State of Texas
PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCKJMEDISTAR&PAM
16
2017092055 Page 20 of 20
ELECTRONICALLY RECORDED
OFFICIAL PUBLIC RECORDS
2017092055
Pages: 20 Fee: $93.00
10/03/2017 01 :44 PM
,
,If. i�� •I .l v ���
Nancy E. Rister,County Clerk
Williamson County,Texas