IGC_ SCG_WORK_DRAFT_THIRD AMENDMENT WITH MARICOPA COUNTY _ MAY 2017.DOC

THIRD AMENDMENT TO
ECONOMIC DEVELOPMENT
FUNDING AGREEMENT
BETWEEN MARICOPA COUNTY, ARIZONA
AND THE INTERNATIONAL GENOMICS CONSORTIUM
County Contract No. C-18-03-008-1-03
THIS THIRD AMENDMENT (the “Third Amendment”) is entered into as of the ___
day of June, 2017, by and between MARICOPA COUNTY, ARIZONA, acting by and through
its BOARD OF SUPERVISORS (the "County"), and THE INTERNATIONAL GENOMICS
CONSORTIUM ("IGC"). All initially capitalized terms not otherwise defined herein will have
the meaning given them by the Agreement, as defined below.
R E C I T A L S
A. The County and IGC entered into an Economic Development Funding
Agreement, County Contract No. C-18-03-008-1, on or about December 13, 2002 (the “Original
Agreement”), and a First and Second Amendment to Economic Development Funding
Agreement, County Contract No. C-18-03-008-1-01 and C-18-03-008-1-02, on or about
September 12, 2007 and June 22, 2011 (the “First Amendment” and “Second Amendment”
respectively, together with the Original Agreement, the "Agreement"), which provides for certain
financial assistance to be provided by the County to IGC for the purposes of establishing and
expanding a scientific research/educational campus in Maricopa County and advancing the
economic development goals of the County.
B. The Agreement initially provided for annual payments to be made by the County
to IGC for two five (5) year terms, provided IGC continued to meet certain operating criteria.
C. As evidenced by the IGC Business Summary and Progress Reports, IGC has
satisfied and greatly exceeded the specified objectives of the Agreement and the County’s
operating criteria year over year, including those relating to the generation of revenue and the
creation of jobs, and IGC and the County anticipate continued success, driven in part by secure
funding by the County.
D. The Agreement expires on July 1, 2017 and the County and IGC desire to extend
the term of the Agreement, provide for additional continuing funds, and amend certain other
provisions of the Agreement.
E. The Maricopa County Board of Supervisors, on June ___, 2017, authorized
disbursement to IGC of County funds in the amount of $1,000,000 per year for an additional
period of five (5) to be used by IGC for equipment, personnel and operating expenses to enable
IGC to continue carrying out operations in Maricopa County.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties
hereto agree as follows:
A G R E E M E N T S
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1. Continuing Effect of the Agreement. Except as expressly provided in this Third
Amendment, the Agreement will remain unchanged and in full force and effect; provided,
however, that nothing contained in the Agreement will have the effect of preventing or limiting,
in any way, the terms of this Third Amendment. Furthermore, if any conflict arises between the
terms of this Third Amendment and the terms of the Agreement, this Third Amendment will
govern as to the conflicting terms.
2. Term. The term of this Third Amendment shall be from July 1, 2017 until June
30, 2022.
3. Amendment of Section 5. Section 5 of the Agreement is hereby amended and
restated in its entirety as follows:
5. County Funding Commitment.
Pursuant to the new approval rendered by the Maricopa County Board of
Supervisors, on June ___, 2017, the County will provide five (5) annual payments in the
amount of $1,000,000 each (each an "Annual Disbursement"), for a total of $5,000,000
(the “County Funding”), to IGC as hereinafter provided to be used for equipment,
personnel and operating costs and other reasonable and necessary expenses, beginning on
the first business day of July 2018 through the first business day of July of each year
during the Term thereafter (each a "Payment Date"), provided IGC has satisfied the
prerequisites set forth in Section 6 below. All such expenditures shall be consistent with
the applicable IGC budget, to be approved by the County pursuant to Section 6 below.
Within one year of the first Annual Disbursement under this Agreement, IGC
shall present a plan to the Maricopa County Board of Supervisors, leveraging economic
impact consultants as needed, an assessment of IGC’s greater impact in Maricopa County
as well as a plan to augment future funding from Maricopa County.
4. Amendment of Section 6. Section 6 of the Agreement is hereby deleted and
replaced in its entirety by the following:
6. Prerequisites to Disbursement of County Funding
(i) County Review of and opportunity to comment on the IGC business plan
and budget for the calendar year following each Annual Disbursement; additionally,
beginning with the IGC business plan and budget presented for calendar year 2018, IGC
shall provide a separate discussion on progress, if any, made by IGC towards generating
revenues that would significantly lessen or eliminate the need for further funding from
the County under this Agreement; and
(ii) Documentation reasonably satisfactory to the County confirming that IGC
and its affiliated entities, including but not limited to the facilities of AmeriPath/Quest,
Inc., Paradigm Diagnostics, the Ronald A. Matricaria Institute of Molecular Medicine /
Phoenix Children’s Hospital, VisionGate, Inc., Viomics, U of A College of Medicine,
Maricopa Hospital, Caris Life Sciences, Inc., Miraca Holdings located within the County
and any other entities IGC attracts to and/or subleases space to within the County
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("Affiliates"), have received from the County, the City of Phoenix and any other public or
private entities (collectively, "Contributors") at least $10,000,000 in the aggregate in the
form of either firm operational funding commitments, in-kind contributions or actual
funds received, including revenue, that remains available for use during the County's
fiscal year (July 1 through June 30) in which the particular Annual Disbursement is
made; and
(iii) Documentation reasonably satisfactory to the County confirming that IGC
created, directly or through outsourced or other indirect means, including but not limited
to through its Affiliates, the following full-time equivalent employment positions in
Maricopa County:
(a) one hundred and fifty (150) positions in aggregate by July 1, 2017; and
(b) ten (10) additional positions per year thereafter.
5. Amendment of Section 9. Section 9 of the Agreement is amended by adding the
following new text following the first sentence of that section:
IGC shall continue to provide for the insurance coverage described in this Agreement for
an additional two years following termination of this Agreement.
6. Amendment of Section 10. Section 10 of the Agreement is amended by adding
the following new text:
The indemnification duties set out in section 10 of this Agreement shall survive and
continue in effect despite termination of this Agreement.
7. Amendment of Section 14. Section 14 of the Agreement is amended by adding
the new subparagraph (o):
(o) Termination by County; Cancellation of Future Annual Disbursements. Regardless
of any other provisions in this Agreement, the County shall have the right to terminate
this Agreement, including cancellation of any further payment of Annual Disbursements
to IGC, by delivering notice to IGC of such termination; such notice shall be delivered
not less than sixty (60) days prior to the end of a fiscal year period used by the County,
and shall cancel any duty of the County to pay Annual Disbursements in subsequent
fiscal years.
8. Execution in Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be considered an original, but all of which together shall be
deemed to be one and the same document.IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.
MARICOPA COUNTY BOARD OF
SUPERVISORS
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By:______________________________
Signature
Chairman
ATTEST:
By:______________________________
Clerk of the Board
THE INTERNATIONAL GENOMICS
CONSORTIUM, an Arizona nonprofit corporation
By:________________________________
David Mallery, JD, MBA
CEO
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