Community Match Agreement No. 2 with College of Idaho Osteopathic MedicineCOMMUNITY MATCH AGREEMENT No. 2
BETWEEN CITY OF MERIDIAN
AND
IDAHO COLLEGE OF OSTEOPATHIC MEDICINE, LLC
THIS COMMUNITY MATCH AGREEMENT No. 2 ("Agreement") entered
into this day of *y c uk , 2017 by and between the City of
Meridian ("City"), an Idaho mun ciipalcorporationorganizedunderthelawsoftheState
of Idaho, and Idaho College of Osteopathic Medicine, LLC, an Idaho Limited Liability
Company ("ICOM"), collectively, the "parties."
WHEREAS, The Idaho College of Osteopathic Medicine (ICOM) is currently
under construction in Meridian Idaho on the Idaho State University Health Care Center
Campus; and,
WHEREAS, ICOM will be a freestanding, privately funded, separately licensed
and independently operated entity with a capital investment of approximately $32.6
million; and,
WHEREAS, ICOM's mission is to provide a critically -needed solution to acute
physician shortages in Idaho and the contiguous Rocky Mountain States region; and,
WHEREAS, ICOM has received pre -accreditation status from the Commission
on Osteopathic College Accreditation of the American Osteopathic; and,
WHEREAS, ICOM is expected to have an approximate $79.5 million economic
impact during the development period with approximately 350 new construction and
planning jobs; and,
WHEREAS, once opened, ICOM is expected to employ 90 frill -time employees
with an average wage of more than $88,300 annually; and,
WHEREAS, the new direct state revenue to be generated by ICOM is projected
at $18.4 million, and ICOM's facility, equipment, and land will be subject to city and
county property taxes; and,
WHEREAS, ICOM has been able to qualify for Idaho's Tax Reimbursement
Incentive (TRI), a performance-based mechanism that promotes economic expansion,
business retention, and job creation; and,
COMMUNITY MATCH AGREEMENT No. 2 - Page 2
WHEREAS, ICOM’s TRI incentive value is estimated to be $3.85 Million over
ten years; and,
WHEREAS, to be considered for participation in the TRI program, the applicant
must seek a Community Match, which is defined as a commitment from the local
government that demonstrates its active support of the applicant creating new jobs in the
local community; and,
WHEREAS, the Community Match may include a monetary contribution, fee
waivers, in-kind services, the provision of infrastructure, or a combination thereof; and,
WHEREAS, Meridian’s Community Match is a show of support that the City has
a partnership with the State of Idaho and ICOM, and is an effort to incentivize ICOM to
utilize the Idaho TRI program and locate in Meridian; and,
WHEREAS, on the 5th day of April, 2016, the Mayor and City Council of the
City of Meridian adopted and approved Resolution 16-1127 committing to providing a
community match of $200,000 over the course of four years, plus the waiver of potential
construction permit fees up to $100,000; and,
WHEREAS, on the 16th day of May, 2017, the Parties executed Community
Match Agreement No. 1 which memorialized the fee waiver portion of the community
match, and the present Agreement No. 2 is intended to memorialize the particulars of the
remainder of the City’s community match commitment.
NOW, THEREFORE, in consideration of the foregoing, the City and ICOM do
hereby agree as follows:
1. COMMUNITY MATCH CONTRIBUTION. Upon the satisfaction of the
Conditions listed below, City agrees to provide community match funds of $50,000 per
year for four years (not to exceed $200,000 over the four year period). The Conditions
must be satisfied in each of the four years. Failure to fulfill any Condition shall be
considered an Event of Default under Section 5 of this Agreement and shall relieve City
of its agreement to fund any unpaid community match unless cured.
a. CONDITIONS FOR COMMUNITY MATCH CONTRIBUTIONS.
The City and ICOM are entering into this portion of the Agreement to
provide a community match in anticipation of the satisfaction of certain
conditions, which, if not satisfied, will frustrate the purpose of providing
the community match For purposes of this Agreement, the following shall
constitute the “Conditions”:
i. ICOM shall diligently pursue completion of the construction of its
medical school building at the ISU Meridian Health Science
Center Campus.
COMMUNITY MATCH AGREEMENT No. 2 - Page 3
ii. ICOM shall continue the process of seeking provisional
accreditation from the Commission on Osteopathic College
Accreditation of the American Osteopathic Association, with the
intention of obtaining full accreditation status as expeditiously as
the rules of the accrediting body permit.
iii. ICOM shall continue to meet all eligibility requirements of the
Idaho Tax Reimbursement Incentive (TRI) program. ICOM must
continue to be eligible for the TRI tax credits in each of the four
years that it receives community match funds from the City of
Meridian.
iv. ICOM shall not be in default, beyond any applicable cure period,
of its Ground Lease agreement with the Board of Trustees and
State Board of Education of Idaho State University and Idaho State
University regarding the approximately 2.8 acres upon which the
ICOM medical school resides.
2. PAYMENT OF FUNDS. The first annual payment shall be remitted to ICOM
on or about the 10th day of August, 2017. Each of the following annual payments shall
be made on the same month and day of each successive subject year.
3. PUBLIC RECORDS. All books, figures, records, reports, statements, or similar
items submitted to the City by ICOM are public information and are available for public
review, subject only to specific exemptions in Idaho Code relating to Public Records.
Should ICOM provide to the City information that it believes to be a trade secret or other
proprietary information as defined in Idaho Code, it may mark such information
confidential.” Prior to disclosing any information marked “confidential,” the City shall
provide ten days written notice to ICOM prior to City making a determination whether
the information is exempt from disclosure.
4. APPROVAL OF AGREEMENT, INVALIDITY, AND APPROPRIATION
OF FUNDS. The City is a political subdivision of the State of Idaho and is subject to
state laws governing its activities. In the event that any portion of the laws authorizing
City’s local match of the Idaho Tax Reimbursement Incentive Act is found to be invalid
or unlawful, any portion of this Agreement which relies on the invalidated or unlawful
portion of the TRI Act shall be null and void. Further, all funding set forth in this
Agreement is subject to annual appropriation by the City Council pursuant to restrictions
dictated by the Idaho Constitution.
5. DEFAULT. If ICOM or the City alleges that the other is default of such party’s
obligations under this Agreement, the following provisions apply:
COMMUNITY MATCH AGREEMENT No. 2 - Page 4
a) The party alleging such breach or default (the “Alleging Party”)
shall provide written notice to the other (the “Defaulting Party”) identifying the
specific nature of such alleged default (a ”Notice of Default”), whereupon the
Defaulting Party shall have thirty (30) days in which to fully cure the default (the
Initial Cure Period”).
b) Notwithstanding the foregoing sentence, if, within the Initial Cure
Period, the Defaulting Party is diligently pursuing the cure of a default in a
commercially reasonable manner following a Notice of Default, then the Initial
Cure Period shall be extended as reasonably necessary (but in any event, not more
than ninety (90) days from the Notice of Default) to allow the Defaulting Party to
complete the cure (an “Extended Cure Period”) so long as, prior to the
expiration of the Initial Cure Period, the Defaulting Party provides to the Alleging
Party a written plan documenting the commercially reasonable actions the
Defaulting Party will undertake during the Extended Cure Period in order to
complete, and a timeline within which the Defaulting Party will complete, such
cure.
c) A party’s failure to cure a default following a Notice of Default
within, as applicable, the Initial or Extended Cure Period, shall be an “Event of
Default” hereunder.
d) Upon an Event of Default, the Alleging Party shall have the right
to terminate this Agreement as well as any and all rights and remedies to which
the Alleging Party may be entitled in law or in equity.
6. AGREEMENT MADE IN IDAHO. The laws of the State of Idaho shall
govern the validity, interpretation, performance and enforcement of this Agreement.
Venue shall be in the courts in Ada County, Idaho.
7. NOTICES. Any and all notices required to be given by either of the parties
hereto, shall be in writing and be deemed communicated when mailed in the United
States mail, certified, return receipt requested, addressed as follows:
To the City:
Meridian City Clerk
33 E. Broadway Avenue
Meridian, Idaho 83642
To ICOM:
Daniel C. Burrell, Manager
401 Paseo de Peralta
Santa Fe, New Mexico 87501
Either party shall give notice to the other of any change in address for the purpose of this
section by giving written notice of such change to the other in the manner herein
provided.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to
be executed, on the day and year first above written.
CITY OF MERIDIAN, AND IDAHO MUNICIPAL CORPORATION
Tanriny ty erd, Mayor
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IDAHO COLLEGE OF OSTEOPATHIC MEDICINE, LLC
Daniel C. Burrell, Manager
COMMUNITY MATCH AGREEMENT No. 2 - Page 5