THE MEMBERS OF THE BOARD OF DIRECTORS OF THE PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT

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1 AGENDA Philadelphia Authority f or Industrial Developm ent TO: FROM: THE MEMBERS OF THE BOARD OF DIRECTORS OF THE PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT DAVID HYMAN, SECRETARY The following is the Agenda for the Meeting of the Board of Directors of the Philadelphia Authority for Industrial Development to be held on Tuesday, September 12, 2017, at 5:00 p.m. in PIDC s Board Room, 26th Floor, Centre Square West, 1500 Market Street, Philadelphia, PA. I. Approval of the Minutes of the Authority for the meeting held on August 15, 2017 II. Consider and approve Resolutions authorizing PAID to: A. Enter into an agreement with Gold Medal Environmental Inc. to acquire approximately 7.9 acres of land located at 1620 S. 49th Street, and then lease back to Gold Medal. B. Convey fee simple title to a 2.0-acre parcel in the Eastwick Industrial Park to Pio Construction & Roma Concrete. C. Issue tax exempt revenue bonds through the Berks County Industrial Development Authority on behalf of the Reading Health System MARKET STREET SUITE 2600 WEST PHILADELPHIA PA WWW PAID-PA.ORG

2 September 12, 2017 Philadelphia Authority for Industrial Development Acquisition of 1620 S. 49 th Street, Philadelphia, PA A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to enter into an agreement with Gold Medal Environmental of PA, Inc. (Seller) to acquire approximately 7.9 acres of land located at 1620 S. 49 th Street in Philadelphia, PA, for an amount not to exceed $6,000,000, and to lease said property back to Seller for a period not to exceed five years. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary and desired documents and agreements, and do such other acts necessary upon such terms and conditions as they deem to be in the best interests of PAID. BACKGROUND The Lower Schuylkill Master Plan ( LSMP ) is a long-term framework for revitalizing 3,700 acres along the lower Schuylkill River. Early implementation focuses on establishing the Innovation District, a 512 acre campus that supports research, technology, and advanced manufacturing companies growing out of University City or seeking to locate near it. PAID is assembling vacant and under-utilized property within the Innovation District to facilitate high-quality redevelopment consistent with the LSMP. This 7.9 acre site is adjacent to PAID s Bartram s North development site, as well as two under-utilized sites owned by the City of Philadelphia, creating a significant opportunity for future investment, development, and job creation. Seller is currently leasing the 7.9 acre site, with an option to purchase the property for $6,000,000. Upon approval of this resolution and execution of an Agreement of Sale, Seller will exercise its option, acquire the 7.9 acre site, and convey the site to PAID. PAID will lease the site back to Seller for a period not to exceed five years, to provide Seller with sufficient time to acquire a suitable relocation site and secure the necessary permits to operate a new facility.

3 September 12, 2017 Philadelphia Authority for Industrial Development Pio Construction & Roma Concrete A Resolution authorizing the Philadelphia Authority for Industrial Development (PAID) to convey fee simple title to a 2.0-acre parcel in the Eastwick Industrial Park to Pio Construction & Roma Concrete, or its assignee or nominee, for consideration of $120,000. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements upon such terms and conditions as they deem to be in the best interests of the Authority. BACKGROUND Pio Construction is an East Kensington-based construction company focused on excavation, underground utility construction, and storm water management in the Greater Philadelphia region. Founded in 1965, Pio Construction has 15 employees. Roma Concrete is an Upper Darby-based concrete contractor focused on public projects. Roma will relocate its operations and 33 employees into Philadelphia as part of this project. Both companies have extensive experience working on Philadelphia Water Department projects and need to expand their operations to accommodate planned growth. Pio & Roma will acquire this parcel and construct two small structures totaling 14,870 SF to serve as their headquarters, shop, and vehicle storage yard. Their combined investment in the parcel will be $1.9 million. The purchase price is based on two recent, independent real estate appraisals of the property. Net proceeds from the sale will be deposited in the Industrial and Commercial Development Fund. The sale of this property by PAID is subject to the terms and conditions of the Philadelphia Industrial and Commercial Development Agreement (Bill No. 1048, approved April 25, 1974) and the approval of the Director of Commerce. Due to its location in the Eastwick Industrial Park, this sale will also require a resolution of City Council.

4 September 12, 2017 Philadelphia Authority for Industrial Development Reading Health System ( RHS or the Borrower ) Outside Authority Bond Issue A Resolution authorizing the Philadelphia Authority for Industrial Development s ( PAID or the Authority ) consent for the issuance of tax exempt revenue bonds (the Bonds ), in an amount not to exceed $625,000,000, through the Berks County Industrial Development Authority on behalf of the Borrower. The Bonds will finance (i) all or a portion of the costs of the advance refunding of a portion of The Berks County Municipal Authority s Fixed Rate Revenue Bonds (The Reading Hospital and Medical Center Project) Series 2009A-3, (ii) the refunding of certain outstanding taxable indebtedness of RHS; (iii) the design, construction, installation and furnishing of the Reading HealthPlex for Advanced Surgical & Patient Care, located in West Reading, Pennsylvania; (iv) the acquisition of Brandywine Hospital, located in Coatesville, Pennsylvania; (v) the acquisition of Chestnut Hill Hospital, located in Philadelphia, Pennsylvania; (vi) the acquisition of Jennersville Regional Hospital, located in West Grove, Pennsylvania; (vii) the acquisition of Phoenixville Hospital, located in Phoenixville, Pennsylvania; (viii) the acquisition of Pottstown Memorial Medical Center, located in Pottstown, Pennsylvania; (ix) the funding of a debt service reserve fund for the Bonds, if necessary; and (x) a portion of the costs of issuance. The appropriate officers of PAID are hereby authorized and empowered to execute all necessary documents and agreements, and to do such other acts necessary to assist the Borrower, upon such terms and conditions as they deem to be in the best interest of the Authority. BACKGROUND Reading Health System ( RHS ) is a Pennsylvania 501(c)(3) not-for profit corporation located in West Reading Pennsylvania. RHS provides inpatient, outpatient and emergency care for the greater Berks County area through its subsidiaries: Reading Hospital, Reading Health Physician Network, the Highlands of Wyomissing, Reading Health Partners and Reading Health System Foundation. Upon the completion of this financing, Chestnut Hill Hospital will become a part of the Reading Health System.

5 PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT APPROVING THE FINANCING BY THE BERKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY OF A PROJECT ON BEHALF OF READING HEALTH SYSTEM WHEREAS, Reading Health System (the System ), a Pennsylvania nonprofit corporation and an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), has requested financing from the Berks County Industrial Development Authority (the Berks Authority ) in connection with a project consisting generally of (1) the advance refunding of a portion of The Berks County Municipal Authority s Fixed Rate Revenue Bonds (The Reading Hospital and Medical Center Project) Series 2009A-3, (b) the refunding of certain outstanding taxable indebtedness of the System; (c) the design, construction, installation and furnishing of the Reading HealthPlex for Advanced Surgical & Patient Care, which is a 476,000 square foot surgical and inpatient tower located in West Reading, Pennsylvania; (d) the acquisition of Brandywine Hospital, a 234-bed acute care hospital located in Coatesville, Pennsylvania, including related office buildings, parking facilities and related facilities; (e) the acquisition of Chestnut Hill Hospital, a 135-bed acute care hospital located in Philadelphia, Pennsylvania, including related medical office buildings, surgery centers and parking facilities; (f) the acquisition of Jennersville Regional Hospital, a 63-bed acute care hospital located in West Grove, Pennsylvania, including related medical office buildings and related facilities; (g) the acquisition of Phoenixville Hospital, a 151-bed acute care hospital located in Phoenixville, Pennsylvania, including related medical office buildings and related facilities; (h) the acquisition of Pottstown Memorial Medical Center, a 232-bed acute care hospital located in Pottstown, Pennsylvania, including related medical offices and surgery centers; (i) the funding of a debt service reserve fund for the bonds, if necessary; and (j) the funding of any required reserve funds and payment of costs of issuance of the bonds (the "Project"), and has requested that the Berks Authority issue up to $625,000,000 of its tax-exempt revenue bonds for the purpose of funding the costs of the Project; and WHEREAS, the Berks Authority desires to approve and undertake the Project with the consent and approval of PAID; and WHEREAS, in connection with the financing by the Berks Authority of the Project, PAID will be required to cooperate with appropriate officials of the City of Philadelphia to conduct a public hearing for the purpose of securing the necessary public approval required under Section 147(f) of the Internal Revenue Code of 1986, as amended (the Code ); and 1

6 NOW, THEREFORE, BE IT RESOLVED, by the Philadelphia Authority for Industrial Development as follows: 1. PAID hereby consents and approves the financing of the Project by the Berks Authority as described herein. 2. The appropriate officers of PAID are hereby authorized and directed to take such action as may be necessary or desirable to do and perform for or on behalf of PAID to assist the Berks Authority in connection with the Project including, without limitation conducting a public hearing with respect to the Project and the issuance of bonds by the Berks Authority and to report thereon to the Mayor of the City of Philadelphia, all as required by Section 147 of the Code. 3. All costs of the Project, including fees and expenses of PAID shall be paid by the System from the proceeds of the financing or otherwise from its available funds, and PAID shall have no responsibility therefor. 4. This Resolution shall take effect immediately upon adoption. Adopted this 12th day of September, (Assistant) Secretary 2

7 CERTIFICATE I, the (Assistant) Secretary of Philadelphia Authority for Industrial Development, do hereby certify that the foregoing is a true, correct and complete copy of a resolution adopted by the Authority at a meeting held on September 12, 2017, notice of which was given in accordance with the requirements of law and the by-laws of the Authority and at which a quorum of the Authority was present and acted throughout; and that such resolution has not been amended, modified or repealed. (Assistant) Secretary 3