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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 2 (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 3 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 5 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 6 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 9 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 0 CP 7r O h X2402%.. .�00 /lllllllll►►�� PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM 11 GA MEDIST UND ROCK REHAB,LLC a Tex imited lab' Iompany By- ck dy, S, ice P sidQj3t Date: , _ � 2017 _ 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 %y�.,, ••,r i°� COMM,Expires 08-12-2020. Now i� 130777337 man PROPERTY TAX ABATEMENT AGREEMENT CITY OF ROUND ROCK/MEDISTAR&PAM 12 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-� . Y. Notary Pu ' ,Commonwealth of Pennsylvania EAM 100'6 AON swldx3 uolssjwwOO AW =ONVIMayin0 dMi N30dVIVH *IWd Ani 31fNAA 13W46A 1VIS 1VINViolt VWAlA9NN3dd0'KLW3MN0Yr W 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 . �� ,111191' IffiXIIJ 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 O 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 •t EXHIBIT a a "A n _...................._---___-____ �- _ __- oo1ro7see4 Ind FINAL PLAT f LU 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' S1 E A.CALLED 4.0 ACRE TRACT AVERY OWNER.SETON FAMILY OF HOSPITALS \\SCALE. I"=100' PKWY- MOB 734.8r M.T=T crrpa 11) LEGEND 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 ®®//////, '-' 091093 \\,`' 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 �L 4,1-KO�9--,,P1:4, Jill Ilp I I ` �I ofll 'I 1fFiLIINK }iill 4.,i' 47*-,,,1„,;1 . rpt,.:14.%.,,,,,,411,.:74, ,L„,„�':s.?'1�- 14nt504i Cj••Ni‘' :> PLAT '` MAPRECORDING SHEET (----7N - DEDICATOR(s): AVERY CENTRE DEVCO INC CD SUBDIVISION NAME: AVERY CENTRE Try " TRE PHASE 2 LOT 1 BLOCK A PROPERTY IS DESCRIBED AS: 4. 7 ACR A BEL EAVES SURVEY ABSTRACT NO. 216 SUBMITTED BY: CITY OF ROI4ID ► GE", O (I 441N1.4 it\ ALLY RECORDED dNi �. 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'%,;„,,,,” Y���� _ n _ 3 '' off^ 3 --)' ,,,xAsi`,, Cf� e - ° ?.? .il F F - . : [ k$ � �. \'/` I P 3 _ IIG_ ,i o / `• q_ 171.0 Q e � aem a u — if, ..Z ti .1 ima Faa -°- f-t'g �, rn �fi �® . 3z s �a M G' z _ - f' ,r C eF Ly 0 e; .7_ N „,...,.=o„„s..., Civil Job No.509e8-00;Survey Job No.50968-00 MEDISTAR 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