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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 ATTEST: Citylerlc o 2 city of E IDIS IA>'-- 1DAHO sm SEAL` IDAHO COLLEGE OF OSTEOPATHIC MEDICINE, LLC Daniel C. Burrell, Manager COMMUNITY MATCH AGREEMENT No. 2 - Page 5