ECONOMIC DEVELOPMENT AGREEMENT

by and between

CITY OF DUBLIN, OHIO

and

OHIO UNIVERSITY

relating to

OHIO UNIVERSITY EXTENSION CAMPUS

dated

JUNE 1,2012

ECONOMIC DEVELOPMENT AGREEMENT

THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement') is made and entered into

this 151 day of June, 2012 (the "Effective Date"), by and between the CITY OF DUBLIN, OHIO

("Dublin"), a municipal corporation duly organized and validly existing under the Constitution

and the laws of the State of Ohio (the "State") and its Charter, and Omo UNIVERSITY ("Ohio

University" and collectively with Dublin, the "Parties"), an instrumentality of the State, under

the circumstances summarized in the following recitals (the capitalized terms not defined in the

recitals are being used therein as defined in Article I hereof).

RECITALS:

WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved

by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated

strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, Dublin

desires to encourage development and provide for the creation of employment opportunities

within Dublin's research and development corridor; and

WHEREAS, Ohio University desires to establish an extension medical school campus, an

education and research campus, as well as other economic, education and research development

related initiatives, all within Dublin's research and development corridor; and

WHEREAS, Dublin has determined that the development and operation of an extension

campus of Ohio University's Heritage College of Osteopathic Medicine and associated

bioscience/medical research facilities will be compatible with and an enhancement to Dublin's

medical, biosciences and healthcare services industries as envisioned in Dublin's Economic

Advancement Zone (the "EAZ''); and

WHEREAS, Dublin is the owner of three parcels of real property ( collectively,

approximately 97 acres) located in Dublin (with those parcels individually referred to herein as

"Subarea One", "Subarea Two", and "Subarea Three", which Subareas are collectively referred

to herein as the "Property" and are generally depicted on EXHIBIT A attached hereto and

incorporated herein by reference); and

WHEREAS, Ohio University has entered into a real estate purchase contract to acquire an

improved parcel of real property (approximately 14.847 acres) which is situated adjacent to the

Property (with that parcel referred to herein as the "Ohio University Property", which real

property is generally depicted on EXHIBIT B attached hereto and incorporated herein by

reference); and

WHEREAS, the Parties have determined that their respective strategic visions are uniquely

aligned such that new and additional higher education and economic development capacities will

be realized for Dublin, the central Ohio region and the State; and

WHEREAS, the Parties each acknowledge that the development of the extension campus of

the Heritage College of Osteopathic Medicine will create jobs and employment opportunities and

stimulate medical and technological development within Dublin; and

WHEREAS, Dublin has, in consideration of Ohio University's agreement to develop the

extension campus of the Heritage College of Osteopathic Medicine, determined to convey the

Property to Ohio University in accordance with this Agreement; and

WHEREAS, Dublin, by passage of Ordinance No. 22-12 on April 23, 2012 (the

"Authorizing Legislation"), has determined that it is necessary and appropriate and in the best

interests of Dublin to convey the Property to Ohio University for the purpose of creating jobs and

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employment opportunities and to improve the economic welfare of the people of the State of

Ohio and Dublin as authorized in Article VIII, Section 13 of the Ohio Constitution; and

WHEREAS, the Parties have determined to enter into this Agreement to induce Ohio

University to proceed with development of the extension campus of the Heritage College of

Osteopathic Medicine and a related education and research campus as well as other economic,

education and research development related initiatives, thereby creating jobs and promoting

medical and technological development within Dublin;

Now, THEREFORE, in consideration of the premises and covenants contained herein, and

to induce Ohio University to proceed with the development of the extension campus of the

Heritage College of Osteopathic Medicine, the Parties hereto agree and obligate themselves as

follows:

ARTICLE I

DEFINITIONS

Section 1.1 Use of Defined Terms. In addition to the words and terms defined

elsewhere in this Agreement or by reference to another document, the words and terms set forth

in Section 1.2 shall have the meanings set forth in Section 1.2 unless the context or use clearly

indicates another meaning or intent.

Section 1.2 Definitions. As used herein:

"Agreement" means this Economic Development Agreement by and between Dublin and

Ohio University and dated as of the Effective Date.

"City Manager" means the City Manager of Dublin.

"Director of Law" means the Director of Law of Dublin.

"Dublin" means the City of Dublin, Ohio.

"Effective Date" means the date as defined in the preambles of this Agreement.

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"Escrow Agent" means Venture Title Agency, Inc. ( d/b/a AmeriTitle Downtown) which

shall serve as the escrow agent for Dublin and Ohio University in connection with the Property

Closing.

"Escrow Agreement" means an escrow agreement to be executed among the Parties and

the Escrow Agent in a form reasonably acceptable to the Parties and, among other things, will

provide for the reconveyance of Subarea One to Dublin if the Subarea One Development

Requirements are not satisfied by September 1, 2015.

"Heritage College of Osteopathic Medicine" means an extension campus of Ohio

University's Heritage College of Osteopathic Medicine to be located on the Ohio University

Property in Dublin.

"Hotel/Conference Center Site" means the northern portion of Subarea Three, containing

not less than 15 acres, which is intended by the Parties to be a Subarea Three Development

Project that will be owned, developed and managed by Ohio University as a hotel and conference

center.

"Notice Address" means:

as to Dublin:

copy to:

City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager

Stephen J. Smith, Esq. Ice Miller LLP 250 West Street Columbus, Ohio 43215

as to Ohio University: Ohio University Cutler Hall 209 Athens, Ohio 45701 Attention: Vice President for Finance and Administration

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copy to: Daniel J. Kayne, Esq. Kayne Law Group 612 Park Street Suite 200 Columbus, Ohio 43215

"Ohio University" means Ohio University, an instrumentality of the State.

"Property Closing" means the conveyance of the Property Deed to the Escrow Agent by

Dublin and the payment of the Property Purchase Price by Ohio University. The Parties agree

that there will be a separate Property Closing for the conveyance of (a) Subarea One, which will

occur contemporaneously and promptly following the Effective Date, (b) Subarea Two, which

will occur later and upon satisfaction of the Subarea Two Conveyance Requirements and (c)

Subarea Three, or portions thereof, which will occur later and in accordance with the terms and

conditions set forth herein for the development of Subarea Three, or any particular portion

thereof.

"Property Closing Date" means the dates on which the Property Closings occur.

"Property Deed'' means, collectively, one or more good, sufficient and recordable general

warranty deeds for each of the parcels comprising the Property, each in a form reasonably

satisfactory to the Director of Law and Ohio University and pursuant to which the Property may

be conveyed. As the context may require herein, "Property Deed" shall also mean the one or

more good, sufficient and recordable general warranty deeds for a specific portion of the

Property (i.e. a portion of Subarea One, Two or Three).

"Property Purchase Price" means Ten Dollars ($10.00).

"Property Survey" shall have the meaning set forth in Section 4.6(e).

"Property Title Commitment" shall have the meaning set forth in Section 4.6( d).

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"Property Title Company" means Venture Title Agency, Inc. (d/b/a AmeriTitle

Downtown), located in Columbus, Ohio.

"Property Title Insurance Policy" means an owner's policy of title insurance relating to

the Property and issued by the Property Title Company.

"Public Improvements" means, collectively, the public roadway improvements and

utilities generally depicted on EXHIBIT C which is attached hereto and incorporated herein by

reference.

"Service Payments" shall have the meaning set forth in Section 6.4.

"State" means the State of Ohio.

"Subarea One Development Requirements" means, collectively, the (a) completion by

Ohio University of the design, renovation and development of the Ohio University Property and

(b) opening and operation upon the Ohio University Property of the Heritage College of

Osteopathic Medicine.

"Subarea One Reconveyance Deed" shall have the meaning set forth in Section 4.2(b).

"Subarea Three Development Project" means, collectively, a development project which

shall (a) be located within Subarea Three (b) consist of commercial office development, with a

focus on attracting research, development, medical and/or hotel and conference center uses, any

of which will be supportive to Ohio University or any surrounding development and ( c) be

taxable for purposes of real property taxation; provided, however, the Parties agree that a

development which is not taxable for purposes of real property taxation will not be disallowed by

this sentence if the then owner of the underlying real property upon which development is to be

constructed executes an agreement with Dublin pursuant to which such owner agrees that it will

pay, or cause to be paid, annually to Dublin an amount equal to the aggregate of the Service

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Payments which would have been payable pursuant to the TIF Ordinance if such real property

was subject to real property taxation. Without the prior written consent of Dublin, no retail

development will satisfy the requirements of this paragraph.

"Subarea Three Development Project User" means the end-user of a Subarea Three

Development Project.

"Subarea Three Payment" means an amount equal to fifty percent ( 50%) of the

difference of (a) the aggregate sale price at which Dublin conveys the portion(s) of Subarea

Three to a Subarea Three Development Project User less any customary costs incurred by Dublin

in connection with that sale, minus (b) the aggregate purchase price paid by Dublin to acquire

those portion(s) of Subarea Three plus any customary costs incurred by Dublin in connection

with that purchase. A Subarea Three Payment may not be less than Zero Dollars ($0).

"Subarea Two Conveyance Requirements" means, collectively, (a) the preparation by

Ohio University and submission to Dublin of a master plan for the Property that complies with

the EAZ and Dublin's associated codes and ordinances, (b) the approval by Dublin of such

master plan, which approval will not be unreasonably conditioned, delayed or withheld and ( c)

the opening and operation by Ohio University of the Heritage College of Osteopathic Medicine

on the Ohio University Property.

"TIF Ordinance" shall have the meaning set forth in Section 6.2.

"TIF Statute" means Sections 5709.40 through 5709.43 of the Ohio Revised Code and

those sections as each may be amended from time to time.

Section 1.3 Interpretation. Any reference in this Agreement to Dublin or Ohio

University or to any officers of Dublin or Ohio University includes those entities or officials

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succeeding to their functions, duties or responsibilities pursuant to or by operation of law or

lawfully performing their functions.

Any reference to a section or provision of the Constitution of the State, or to a section,

provision or chapter of the Ohio Revised Code shall include such section, provision or chapter as

modified, revised, supplemented or superseded from time to time; provided, that no amendment,

modification, revision, supplement or superseding section, provision or chapter shall be

applicable solely by reason of this paragraph if it constitutes in any way an impairment of the

rights or obligations of the Parties under this Agreement.

Unless the context indicates otherwise, words importing the singular number include the

plural number, and vice versa; the terms "hereof', "hereby", "herein", "hereto", "hereunder" and

similar terms refer to this Agreement; and the term "hereafter" means after, and the term

"heretofore" means before, the date of this Agreement. Words of any gender include the

correlative words of the other gender, unless the sense indicates otherwise. References to

articles, sections, subsections, clauses, exhibits or appendices in this Agreement, unless

otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or

appendices of this Agreement.

Section 1.4 Captions and Headings. The captions and headings in this Agreement

are solely for convenience of reference and in no way define, limit or describe the scope of the

intent of any article, section, subsection, clause, exhibit or appendix of this Agreement.

(END OF ARTICLE I)

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ARTICLE II

GENERAL AGREEMENT AND TERM

Section 2.1 General Agreement Among Parties. For the reasons set forth in the

Recitals hereto, which Recitals are incorporated herein by reference as a statement of the

public purposes of this Agreement and the intended arrangements among the Parties, the

Parties shall cooperate to facilitate the design, renovation, development and construction of the

Heritage College of Osteopathic Medicine (including terminating all of Dublin's leasehold

interest(s) in the Ohio University Property and reasonably supporting any requested variances,

if any are required, to Dublin's building and/or zoning code), the development of the Property

and the construction and installation of the Public Improvements.

Section 2.2 Term of Agreement. This Agreement shall become effective as of the

Effective Date and shall continue until the Parties have satisfied their respective obligations as

set forth in this Agreement, unless sooner terminated in accordance with the provisions set forth

herein.

Section 2.3 Recordation of Agreement. A Memorandum of Agreement, in the

form attached hereto and incorporated herein by reference as EXHIBIT D, shall be filed with the

Recorder of Franklin County, Ohio and the Recorder of Union County, Ohio for recordation in

the official records of Franklin County, Ohio and Union County, Ohio as soon as practicable

following the Effective Date for the purpose of providing notice of the existence of this

Agreement and its applicability to the Property. Ohio University shall pay any costs associated

with the recording of this Agreement. Ohio University shall, promptly following such

recordation, provide, without charge, photocopies of the recorded and date-stamped

Memorandum of Agreement to Dublin.

(END OF ARTICLE II)

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ARTICLE III

REPRESENTATIONS AND COVENANTS OF THE PARTIES

Section 3.1 Representations and Covenants of Dublin. Dublin represents and

covenants that:

(a) It is a municipal corporation duly organized and validly existing under the

Constitution and applicable laws of the State and its Charter.

(b) It is not in violation of or in conflict with any provisions of the laws of the State

or of the United States of America applicable to Dublin which would impair its ability to carry

out its obligations contained in this Agreement.

( c) It is legally empowered to execute, deliver and perform this Agreement and to

enter into and carry out the transactions contemplated by this Agreement. To the knowledge of

Dublin, that execution, delivery and performance do not and will not violate or conflict with any

provision of law applicable to Dublin, including its Charter, and do not and will not conflict with

or result in a default under any agreement or instrument to which Dublin is a party or by which it

is bound.

( d) This Agreement to which it is a party has, by proper action, been duly authorized,

executed and delivered by Dublin and all steps necessary to be taken by Dublin have been taken

to constitute this Agreement, and the covenants and agreements of Dublin contemplated herein

are valid and binding obligations of Dublin, enforceable in accordance with their terms.

( e) There is no litigation pending or to its knowledge threatened against or by Dublin

wherein an unfavorable ruling or decision would materially adversely affect Dublin's ability, to

carry out its obligations under this Agreement.

( f) It will do all things in its power in order to maintain its existence or assure the

assumption of its obligations under this Agreement by any successor public body.

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(g) The Authorizing Legislation has been duly passed and shall be in full force and

effect on the earliest date permitted by law.

Section 3.2 Representations and Covenants of Ohio University. Ohio University

represents and covenants that:

(a) It is an instrumentality of the State.

(b) It is not in violation of or in conflict with any provisions of the laws of the State

or of the United States of America applicable to Ohio University which would impair its ability

to carry out its obligations contained in this Agreement.

( c) It is legally empowered to execute, deliver and perform this Agreement and to

enter into and carry out the transactions contemplated by this Agreement. The execution,

delivery and performance do not and will not violate or conflict with any provision of law

applicable to Ohio University, and do not and will not conflict with or result in a default under

any agreement or instrument to which Ohio University is a party or by which it is bound.

( d) This Agreement to which it is a party has, by proper action, been duly authorized,

executed and delivered by Ohio University and all steps necessary to be taken by Ohio

University have been taken to constitute this Agreement, and the covenants and agreements of

Ohio University contemplated herein are valid and binding obligations of Ohio University,

enforceable in accordance with their terms.

(e) There is no litigation pending or to its knowledge threatened against or by Ohio

University wherein an unfavorable ruling or decision would materially adversely affect Ohio

University's ability to carry out its obligations under this Agreement.

(t) It will do all things in its power in order to maintain its existence or assure the

assumption of its obligations under this Agreement by any successor entity, unless State of Ohio

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action would cause a substantial impairment which affects the contractual relationship, and such

substantial impairment is found by a court of competent jurisdiction to be reasonable and

necessary to serve the State of Ohio's interest.

(END OF ARTICLE III)

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ARTICLE IV

CONVEYANCE AND DEVELOPMENT OF PROPERTY

Section 4.1 General. The Parties agree that the Property shall be conveyed m

accordance with this Article IV.

Section 4.2 Provisions Relating to Subarea One.

(a) Form of Property Deed(s). Promptly following the Effective Date, but in no

case more than thirty (30) days following the Effective Date, Dublin shall execute and deliver to

the Escrow Agent (for contemporaneous delivery to Ohio University) traditional real estate

transfer documents, including, without limitation, the Property Deed(s) for Subarea One duly

executed by an authorized official of Dublin conveying to Ohio University good and marketable

fee simple title to Subarea One, and subject to all conditions, covenants, and restrictions set forth

or referred to herein. The Parties agree that Dublin shall not be required to convey the Property

(including Subarea One) to Ohio University until such time as Ohio University has acquired the

Ohio University Property.

(b) Form of Reconveyance Property Deed(s). Contemporaneous to the delivery by

Dublin of the Property Deed(s) for Subarea One to Ohio University, Ohio University shall also

execute and deliver to the Escrow Agent traditional real estate transfer documents, including,

without limitation, the Property Deed(s) for Subarea One duly executed by an authorized official

of Ohio University conveying to Dublin good and marketable fee simple title to Subarea One

(collectively, the "Subarea One Reconveyance Deed"), and subject to all conditions, covenants,

and restrictions set forth or referred to herein. If Ohio University shall fail to satisfy the Subarea

One Development Requirements by September 1, 2015, then Dublin shall be entitled to direct the

Escrow Agent to record the Subarea One Reconveyance Deed in the Deed Records of Franklin

County, Ohio or Union County, Ohio, as applicable.

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( c) Development of the Heritage College of Osteopathic Medicine. Promptly

following the conveyance by Dublin of Subarea One to Ohio University, Ohio University shall

proceed in good faith and with all reasonable dispatch to design, renovate and develop the Ohio

University Property for the purpose of opening and operating the Heritage College of

Osteopathic Medicine on or before September 1, 2015. Ohio University agrees that until such

time as the Subarea One Development Requirements are satisfied and satisfaction thereof has

been acknowledged in writing by Dublin, which acknowledgement shall not be unreasonably

conditioned, delayed or withheld, Ohio University will not make or create, or permit to be made

or created, any total or partial sale, encumbrance, mortgage, lien, assignment, conveyance, or

lease, or transfer in any other form with respect this Agreement of Subarea One without the prior

written approval of Dublin. Failure by Ohio University to comply with the requirements of this

Section 4.2( c) shall constitute an Event of Default and among other remedies set forth in Article

VII, Dublin shall be entitled to direct the Escrow Agent to record the Subarea One Reconveyance

Deed in the Deed Records of Franklin County, Ohio or Union County, Ohio, as applicable.

Section 4.3 Conveyance of Subarea Two of the Property. Provided that the Subarea

Two Conveyance Requirements are satisfied on or before December 31, 2018, Dublin agrees that

it will, within sixty (60) days following satisfaction of the Subarea Two Conveyance

Requirements, execute and deliver to the Escrow Agent (for contemporaneous delivery to Ohio

University) traditional real estate transfer documents, including, without limitation, the Property

Deed(s) for Subarea Two duly executed by an authorized official of Dublin conveying to Ohio

University good and marketable fee simple title to Subarea Two, and subject to all conditions,

covenants, and restrictions set forth or referred to herein. The Parties agree that if Ohio

University proposes to Dublin a project in Subarea Two prior to the satisfaction of the Subarea

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Two Conveyance Requirements, Dublin may in its sole discretion determine to convey to Ohio

University such portion(s) of Subarea Two for the purpose of facilitating the development of

such a project.

Section 4.4 Conveyance and Development of Subarea Three.

(a) General Development of Subarea Three. The Parties agree to work

cooperatively in the promotion of the research, development, medical and other complementary

uses that may locate in Subarea Three.

(b) Development of Subarea Three by Ohio University. Ohio University shall be

entitled to propose to Dublin any Subarea Three Development Project on or before December 31,

2023. After a reasonable period of time required to fully evaluate such a Project, Dublin shall be

entitled to determine in its reasonable discretion whether such Project would be supportive of the

overall development in the area and such determination shall be promptly provided in writing to

Ohio University. If Dublin determines in its reasonable discretion that such Project will be

supportive of the overall development of the area, Dublin agrees that it will enter into

negotiations with the Subarea Three Project User for the conveyance of such portions(s) of

Subarea Three as may be required to facilitate that Project. If Dublin successfully completes that

conveyance and the Project is successfully constructed and opened for operation, and provided

the project is initiated and advanced by Ohio University, Dublin agrees that it will, as

consideration for Ohio University's contribution to promoting the overall development and

success of Subarea Three, remit to Ohio University an amount equal to the Subarea Three

Payment.

Notwithstanding the foregoing provisions of this Section 4.4 to the contrary, Ohio

University may develop the Hotel/Conference Center Site in partnership with an independent,

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third-party development/management company. Upon Ohio University's satisfaction of the

requirements set forth in this Section 4.4(b) with respect to the Hotel/Conference Center Site,

Dublin shall deposit the required Property Deed(s) with the Escrow Agent and Ohio University

shall (i) deposit the Property Purchase Price with the Escrow Agent, and (ii) convey to Dublin an

economic interest (but not a legal interest) in the Hotel/Conference Center Site equal to fifty

percent (50%) of Ohio University's economic interest in the Hotel/Conference Center Site. The

Parties further agree that if it is determined at the time of development of the Hotel/Conference

Center Site that the underlying real property will be exempt from real property taxation, Ohio

University will execute an agreement with Dublin pursuant to which Ohio University will agree

to pay, or cause to be paid, annually to Dublin an amount equal to the aggregate of the Service

Payments which would have been payable pursuant to the TIF Ordinance if such

Hotel/Conference Center Site was subject to real property taxation.

(c) Development by Dublin of Subarea Three. Dublin shall be entitled to propose

to Ohio University any Subarea Three Development Project on or before December 31, 2023.

After a reasonable period of time required to fully evaluate such a Project, Ohio University shall

be entitled to determine in its reasonable discretion whether such Project would be supportive of

the overall development in the area and such determination shall be promptly provided in writing

to Dublin. The Parties agree that Ohio University may determine that such Project will not result

in a use of Subarea Three which will be supportive of the overall development of the area if Ohio

University reasonably concludes that such Project will be competitive or incompatible with Ohio

University's interest in, use of or intended use of the Ohio University Property and/or the

Property. Dublin agrees that it will not enter into negotiations with the Subarea Three Project

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User for the conveyance of such portions(s) of Subarea Three if Ohio University determines that

such Project will not be supportive of the overall development of the area.

Section 4.5 Provision Relating to Zoning. Ohio University acknowledges that both

the Property and the Ohio University Property are zoned within the EAZ and will be developed

in accordance with any applicable Code requirements. Dublin, pursuant to Ordinances No. 22-

11, No. 32-11 and No. 36-11 developed a Plan, Code and Rezoning for the EAZ to facilitate

zoning districts that set high quality design and development requirements to ensure that

buildings and uses in the EAZ will adhere to uniform provisions that address the unique needs

of specialized industries and uses while ensuring consistency with the high quality image of

Dublin.

Section 4.6 General Provisions Relating to the Conveyance of the Property.

(a) Form of Property Deeds. The conveyance and title for the Property shall, in

addition to the conditions subsequent provided for in Sections 4.2, 7.3 and 7.4 of this Agreement

and all other conditions, covenants, and restrictions set forth or referred to elsewhere in this

Agreement, be subject to:

(i) Easements and rights-of-way of record for public utility service, and such

additional easements or rights-of-way as are necessary for public utility service, or for

other public infrastructure improvements for the benefit of the Property. At Dublin's

option, such easements or rights-of-way (if any) which must be created after the date of

this Agreement for the benefit of the Property or any other projects to be constructed

upon the Property may be created either by reservation in the deed(s) to Ohio University,

or by Ohio University's execution and delivery of easements or such other instruments to

Dublin in a form satisfactory to both Ohio University and the Director of Law, and shall

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be at no cost to Dublin; provided, however, that in either event any easements or rights­

of-way that must be created after the date of this Agreement must be acceptable to Ohio

University, which acceptance shall not be unreasonably delayed, conditioned or withheld;

(ii) The covenants contained herein which are by the terms of this Agreement

required to be covenants running with the land;

(iii) Unpaid taxes and assessments, not delinquent;

(iv) Zoning ordinances;

(v) A right of reversion relating to Subarea One which will automatically

operate to revest title in favor of and be enforceable by Dublin if Ohio University shall

not have satisfied the Subarea One Development Requirements by September 1, 2015,

and which will automatically terminate if Ohio University shall have satisfied the

Subarea One Development Requirements by September 1, 2015; and

(vi) Such additional title exceptions as will not materially and adversely affect

the construction of the Heritage College of Osteopathic Medicine or the use of the

Property as an education and research campus, as well as other economic, education and

research development related initiatives.

(b) Apportionment of Current Taxes. The portion of the real estate taxes, if any,

for the tax year in which the Property Closing occurs, on the Property shall be apportioned

between Dublin and Ohio University as of the Property Closing Date on a calendar year basis.

Real estate taxes for the tax years previous to the tax year in which the Property Closing occurs,

if any, will be paid by Dublin. Prior to or after the Property Closing, Dublin may, at its expense,

seek a reduction of the assessed valuation of the Property, and Ohio University shall reasonably

cooperate with Dublin in such efforts, including joining in any complaint against assessed

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valuation to be filed by Dublin. Dublin shall be entitled to any refund for real estate taxes paid

(whether by direct payment or as a result of proration at the Property Closing) for any time

period prior to the applicable Property Closing Date and Ohio University shall be entitled to any

refund for real estate taxes paid by Ohio University (whether by direct payment or as a result of

proration at the Property Closing) for any time period after the applicable Property Closing Date.

If any such refund is paid directly to Ohio University or credited to Ohio University on

subsequent tax bills, then Ohio University shall promptly pay such amounts to Dublin.

( c) Recordation of Deed. Ohio University shall pay all costs for recording each

Property Deed referenced herein.

( d) Title Insurance. Simultaneously with the delivery of each Property Deed to the

Escrow Agent, Ohio University shall, at the expense of Ohio University, obtain from Escrow

Agent Property Title Insurance Policy providing for title insurance insuring in Ohio University

good title in fee simple, free and clear of all liens, encumbrances, restrictions, reservations,

easements and conditions of record, except those created or permitted by this Agreement

(including those referred to in this Section 4.6 and Sections 4.2, 7.3 and 7.4).

(e) Survey. Dublin will, at its expense, cause to be performed with respect to the

Property an ALTA survey (the "Property Survey") which shall be provided to Ohio University

on or before the date that is fifteen (15) days following the Effective Date. Ohio University's

failure to provide Dublin with any written objections to the Property Survey or the Property Title

Insurance Policy prior to the Property Closing Date for the Property shall constitute its approval

of the Property Survey and/or the Property Title Insurance Policy. Dublin shall investigate,

address, and remove any objections to the Property Survey and/or the Property Title Insurance

Policy within a reasonable time and a revised Property Survey or a cure to the Property Title

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Insurance Policy shall be provided to Ohio University prior to the Property Closing Date. The

Property Survey required hereunder shall be certified to Ohio University, the Property Title

Company, and to Dublin.

(f) Property Closing and Escrow Agent.

(i) The conveyance of the Property shall be closed in Escrow with the Escrow

Agent. This Agreement, together with the Escrow Agent's usual conditions of

acceptance, shall serve as Escrow instructions for such Property Closing; provided,

however, that in the event of any conflict between the provisions of this Agreement and

the Escrow Agent's usual conditions of acceptance, the provisions of this Agreement

shall govern. The Escrow Agent's usual conditions for closing shall be submitted to and

approved in writing by the Parties hereto prior to the Property Closing.

(ii) In connection with the Property Closing for Subarea One, Dublin shall

deposit the required Property Deed(s) with the Escrow Agent and Ohio University shall

deposit the Reconveyance Deed with the Escrow Agent. Upon Dublin's deposit of the

Property Deed(s) and Ohio University's deposit of the Reconveyance Deed, Ohio

University shall deposit the Property Purchase Price with the Escrow Agent. The Escrow

Agent shall promptly file the Property Deed(s) for Subarea One for recordation in the

Deed Records of Franklin County, Ohio or Union County, Ohio, as applicable.

(iii) Upon fulfillment of the Subarea Two Conveyance Requirements on or

before December 31, 2018, as evidenced by a written acknowledgement signed by Dublin

and Ohio University, Dublin shall deposit the required Property Deed(s) for Subarea Two

with the Escrow Agent. Upon Dublin's deposit of the Property Deed(s), Ohio University

shall deposit the Property Purchase Price with the Escrow Agent. The Escrow Agent

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shall promptly file the Property Deed(s) for Subarea Two for recordation in the Deed

Records of Franklin County, Ohio or Union County, Ohio, as applicable.

(iv) All documents necessary for the completion of the Property Closings shall

be deposited with the Escrow Agent on or before fifteen (15) days before the Property

Closing Date. In the event that any conditions precedent to the Property Closing have not

been satisfied, or have not been waived in writing, the Property Closings may be

extended for an additional period until such conditions have been satisfied, if and to the

extent it is mutually agreed to in writing by the Parties hereto.

Section 4. 7 Disclaimers Related to Conveyance of Property. Except as otherwise

specifically stated in the warranties set forth in the Property Deed(s) and in Section 4.8 below,

Dublin hereby specifically disclaims any warranty, guaranty or representation, oral or written,

past, present or future, of, as to, or concerning (a) the nature and condition of the Property,

including, without limitation, the water, soil, environmental and geology, and the suitability

thereof and of the Property for any and all activities and uses which Ohio University may elect to

conduct thereon, and the existence of any environmental hazards or conditions thereon or

compliance with all applicable laws, rules or regulations; (b) the nature and extent of any right-

of-way, lease, possession, lien encumbrance, license, reservation, condition or otherwise unless

identified in the Property Survey or the Property Title Commitment; and ( c) the compliance of

the Property or its operation with any laws, ordinances or regulations of any governmental or

other body. However, within five (5) days after the Effective Date, Dublin shall provide Ohio

University with all documentation that it possesses relating to such matters.

Ohio University acknowledges that it will inspect the Property and, except as set forth in

Section 4.8 below, Ohio University will rely solely on its own investigation of the Property and

-21-

not on any information provided or to be provided by Dublin relating to the physical condition of

the Property. In the event that Ohio University's investigation reveals an objectionable or

unacceptable physical condition on the Property, as determined in its sole discretion, then its

obligation to purchase the Property and to develop and/or construct the Heritage College of

Osteopathic Medicine thereon shall be eliminated. Ohio University further acknowledges that

the information provided and to be provided with respect to the Property was obtained from a

variety of sources and Dublin has not made any independent investigation or verification of such

information; and Dublin does not make any representations as to the accuracy or completeness of

such information.

Subject to the provisions of Section 4.8 below, the sale of the Property as provided for

herein is made on an "as is," "where is" basis and with all faults, and Ohio University expressly

acknowledges that, in consideration of the agreements of Dublin herein, except as otherwise

specified in the Property Deed, Dublin makes no warranty or representation, express or implied,

or arising by operation of law, including, but not limited to, any warranty of condition,

habitability, merchantability, suitability, tenantability or fitness for a particular purpose, in

respect of the Property.

Section 4.8 Existing Soil Mound. The Parties acknowledge that Dublin has

temporarily placed soil on a portion of the Property creating a raised topography in that area (the

"Soil Mouncf'). Dublin commissioned and received a Fill Plan Study, dated April 20, 2012

which outlines the steps to be undertaken to perform flooding fill and dispose of the Soil Mound.

The Parties agree to work cooperatively and in good faith to remove the Soil Mound from the

Property on or before September 1, 2015 and to equally share the costs related to the removal of

the Soil Mound. Those costs are expected to include, but are not necessarily limited to, the

-22-

removal of the Soil Mound, top soil and tree replacement and restoration, and related wetland

mitigation. Ohio University's costs related to the removal of the Soil Mound shall be capped at

Two Hundred Seventy-Five Thousand Dollars ($275,000.00). Dublin shall retain full

responsibility for any environmental issues raised by or related to the Soil Mound.

(END OF ARTICLE IV)

-23-

ARTICLEV

DEVELOPMENT OF THE HERITAGE COLLEGE OF OSTEOPATHIC MEDICINE AND THE RELATED PUBLIC IMPROVEMENTS

Section 5.1 Construction of the Heritage College of Osteopathic Medicine. Upon

and subject to the terms and conditions of this Agreement and in consideration of Dublin's

agreements set forth herein, Ohio University agrees to finance, acquire, construct, improve,

develop and commence operation of the Heritage College of Osteopathic Medicine. Ohio

University shall use its best efforts to cause the construction of the Heritage College of

Osteopathic Medicine to be commenced with all reasonable dispatch following the Effective

Date. Ohio University shall pay, or cause to be paid, all costs incurred in connection with the

financing, acquisition, construction, improvement, development and operation of the Heritage

College of Osteopathic Medicine. Except as otherwise provided in this Agreement, Dublin shall

have no responsibility with respect to the financing, acquisition, construction, improvement,

development and operation of the Heritage College of Osteopathic Medicine. Ohio University

further agrees to proceed with all reasonable dispatch to provide for the development of the

Property.

In prosecuting the development of the Heritage College of Osteopathic Medicine and in

performing its obligations under this Agreement, Ohio University shall comply with, and cause

all of its employees, agents, contractors and consultants to comply with, all applicable federal,

state, county, municipal and other governmental statutes, laws, rules, orders, regulations,

ordinances, judgments, decrees and injunctions of any court, board, agency, commission, office

or other authority of any nature whatsoever for any governmental unit (federal, state, county,

district, municipal, city or otherwise) whether now or hereafter in existence affecting the

Property or any part thereof, or the construction, use, alteration or operation thereof, or any part

-24-

thereof, whether now or hereafter enacted and in force, and all permits, licenses and

authorizations and regulations relating thereto, and all covenants, agreements, restrictions and

encumbrances contained in any instruments, either of record or known to Ohio University, at any

time in force affecting the Property or any part thereof.

Section 5.2 Construction of the Public Improvements.

(a) The Parties acknowledge and agree that the Public Improvements will enhance

access to the Property and expedite commercial development thereon. Based upon Section 2.1,

upon and subject to the terms and conditions of this Agreement and in consideration of Ohio

University's agreements set forth herein, Dublin agrees, subject to making arrangements to

provide for the necessary financing to pay the costs thereof, including, without limitation,

issuance by Dublin of its bonds or other obligations, to finance, acquire, construct, improve and

maintain the Public Improvements. Dublin agrees to make its best efforts to obtain such

financing.

(b) Unless otherwise set forth herein, Dublin shall use its best efforts to cause the

Public Improvements (subject to any changes required by the Dublin City Engineer) to be

completed with all reasonable dispatch and at such time( s) as will be necessary to facilitate the

development of the Property. Ohio University agrees that Dublin's obligation to construct such

Public Improvements shall be conditioned upon Dublin's determination, in its sole discretion,

that an adequate quantity of development to be directly served by such Public Improvements will

be present within a reasonable period of time after such specific Public Improvements are

complete and that sufficient monies shall be available and appropriated by the City for the

purpose of paying the costs of those Public Improvements.

-25-

(c) Prior to undertaking any such Public Improvements, and at Dublin's option,

Dublin shall reserve from its conveyance of the Property to Ohio University, and Ohio

University shall convey or dedicate to Dublin with respect to the Property or any other real

property hereafter acquired by Ohio University or any of its affiliates, at no cost to Dublin, fee

simple title to such property, free and clear of any liens, encumbrances or other title exceptions

except those satisfactory to Dublin, as is necessary for the public rights of way for all public

street improvements included within the Public Improvements, and in addition, such fee simple

title or permanent easements (at Dublin's option, and in such forms satisfactory to Dublin) as

Dublin may require for the construction of such part of the Public Improvements as are not

located within public rights of way. Any such permanent easements requested by Dublin shall

be in such forms as are satisfactory to Dublin and Ohio University and as are necessary to enable

Dublin to carry out the construction, operation, inspection, maintenance, repair, improvement,

and replacement of any part of such Public Improvements as are not located within public rights

of way. Ohio University agrees to grant, to the extent it holds title to the applicable portion of

the Property, such temporary construction easements on the Property as are reasonably necessary

from time to time to enable Dublin to construct and complete the Public Improvements, and

agrees to execute and deliver to Dublin from time to time temporary construction easements in

forms satisfactory to Dublin.

( d) Dublin shall pay, or cause to be paid, all costs incurred in connection with the

financing, acquisition, construction, improvement and maintenance of the Public Improvements.

Except as otherwise provided in this Agreement (specifically but not limited to Ohio

University's obligations to convey or dedicate property necessary for public rights of way and to

make Service Payments as described herein), Ohio University shall have no responsibility with

-26-

respect to the financing, acquisition, construction, improvement and maintenance of the Public

Improvements.

( e) EXHIBIT C ( attached hereto and incorporated herein by reference) is a schematic

of the public road network which shall include but not be limited to proposed curb cuts, rights of

ways, and intersection improvements, subject to final reasonable approval of the Dublin City

Engineer.

(END OF ARTICLE V)

-27-

ARTICLE VI

TAX INCREMENT FINANCING

Section 6.1 General Provision Relating to Tax Increment Financing. The Parties

agree that Dublin, at its sole cost and expense, shall undertake a tax increment financing pursuant

to the TIF Statute to facilitate the construction of the Public Improvements, all as more

particularly described in this Article VI.

Section 6.2 TIF Legislation. Following the Effective Date, Dublin anticipates that

the Dublin City Council will pass an ordinance (the "TIF Ordinance") pursuant to the TIF

Statute thereby exempting from taxation (the "TIF Exemption") any Improvements to the

Property (as the term Improvements is defined in the TIF Statute) and requiring the current and

future property owners to pay service payments in lieu of taxation in respect of the

Improvements exempted from taxation.

Section 6.3 Application of TIF Ordinance to Ohio University Property. Dublin

acknowledges that Ohio University is generally exempt from paying real property taxes.

Notwithstanding any other provision herein to the contrary, the Parties agree that passage of the

TIF Ordinance and authorization of the TIF Exemption will only be applicable to real property

which is otherwise subject to real property taxation. Notwithstanding any other provision herein

to the contrary, it is not Dublin's intention nor will Dublin (a) seek application of the TIF

Ordinance to any real property owned by Ohio University or (b) require Ohio University to remit

Service Payments (except for payments equal in amount to the Service Payments which may be

payable in the limited circumstances described in Section 4.4 and in the definition of "Subarea

Three Development Project" as set forth in Section 1.2) in respect of any real property owned by

Ohio University, if in either case such real property is otherwise exempt from real property

taxation.

-28-

Section 6.4 Service Payments. The prov1s10ns of this Section 6.4 are, in all

respects, subject to the provisions of Section 6.3 above. Ohio University hereby agrees to make

service payments in lieu of taxes (the "Service Payments") attributable to its period of ownership

of the Property, all pursuant to, in accordance with and to the extent required by the TIF Statute,

the TIF Ordinance and any subsequent amendments or supplements thereto.

Service Payments will be made semiannually to the Franklin County Treasurer or the

Union County Treasurer, as the case may be (or to such treasurer's designated agent for

collection of the Service Payments) on or before the date on which real property taxes would

otherwise be due and payable for the Property. Any late payments will bear penalties and

interest at the then current rate established under Ohio Revised Code Sections 323.121 and

5703.47 or any successor provisions thereto, as the same may be amended from time to time.

Service Payments will be made in accordance with the requirements of the TIF Statute

and the TIF Ordinance and will be in the same amount as the real property taxes that would have

been charged and payable against the Improvements (after credit for any other payments

received by Dublin under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or

any successor provisions thereto, as the same may be amended from time to time, and are

referred to herein as the "Property Tax Rollback Payments") had the TIF Exemption not been

granted, including any penalties and interest. Ohio University will not, under any circumstances,

be required for any tax year to pay both real property taxes and Service Payments with respect to

the Improvements, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement.

Further, Ohio University will not, under any circumstance, be required for any tax year to pay

Service Payments with respect to any Improvements which are exempt from real property

taxation pursuant to any section of the Ohio Revised Code other than the TIF Statute.

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Section 6.5 Declaration of Covenants; Priority of Lien. It is intended and agreed,

and it will be so provided by Ohio University in a declaration relating to the Property (the

"Declaration") that the covenants provided in Sections 6.3, 6.4, 6.5, 6.6, 6.10 and 6.11 of this

Agreement are covenants running with the land and that they will, in any event and without

regard to technical classification or designation, legal or otherwise, be binding to the fullest

extent permitted by law and equity for the benefit and in favor of and enforceable by Dublin and

any third party beneficiaries against any owner of a portion of the Property with respect to that

owner's period of ownership of that portion of the Property, whether or not this Agreement

remains in effect or whether or not such provision is included by an owner in any deed to such

owner's successors and assigns. It is further intended and agreed that these agreements and

covenants will remain in effect for the full period of exemption permitted in accordance with the

requirements of the TIF Statute and the TIF Ordinance enacted pursuant thereto.

Such covenants running with the land will have priority over any other lien or

encumbrance on the Property and any improvements thereon, except for such title exceptions as

are approved in writing by Dublin, and Ohio University will, upon Dublin's request, cause any

and all holders of mortgages or other liens existing on the Property as of the time of recording of

the Declaration to subordinate such mortgage or lien to those covenants running with the land.

The Parties acknowledge that the provisions of Ohio Revised Code Section 5709.91, which

specify that the Service Payments will be treated in the same manner as taxes for all purposes of

the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority

of the lien and the collection of Service Payments, will apply to this Agreement and to the

Property and any improvements thereon.

-30-

Section 6.6 Exemption Applications. Dublin and Ohio University agree to cooperate

in the preparation, execution and filing of all necessary applications and supporting documents to

obtain from time to time the TIP Exemption and to enable Dublin to collect Service Payments

with respect to the Property. Dublin will perform such acts as are reasonably necessary or

appropriate to effect, claim, reserve and maintain the TIP Exemption and collect the Service

Payments including, without limitation, joining in the execution of all documentation and

providing any necessary certificate required in connection with the TIF Exemption or the Service

Payments. Ohio University authorizes Dublin to file any applications necessary to obtain from

time to time the TIP Exemption as may be provided in the TIF Ordinance; provided, however,

the Parties agree that no TIF application will be filed with respect to the Property which would

subordinate Ohio University's right as an instrumentality of the State and an owner of the

Property to receive a real property tax exemption in respect of the Property.

Section 6.7 Title Evidence. At Dublin's option and at its request, not more than one

(1) time per calendar year, Ohio University hereby agrees to provide such title evidence, at no

cost to Dublin, as is necessary to demonstrate to Dublin's satisfaction that the covenants running

with the land provided for in the Declaration are prior and superior to any other liens,

encumbrances or other title exceptions, except for those which are approved in writing by

Dublin.

Section 6.8 Release. Upon satisfaction of Ohio University's obligations under this

Agreement with respect to the Tax Exemption and termination of the Ohio University's

obligation to make the Service Payments, Dublin will, upon the request of Ohio University,

execute an instrument in recordable form evidencing such termination and releasing the

covenants running with the land set forth in the Declaration.

-31-

Section 6.9 Estoppel Certificate. Within thirty (30) days after a request from any

owner of a portion of the Property, Dublin will execute and deliver to that owner or any proposed

purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with

respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force

and effect; (b) that the requesting owner is not in default under any of the terms, covenants or

conditions of this Agreement, or, if that owner is in default, specifying same; and ( c) such other

matters as that Owner reasonably requests.

Section 6.10 Tax Incentive Review Council. Ohio University agrees to cooperate in

all reasonable ways with, and provide necessary and reasonable information to, the designated

Tax Incentive Review Council to enable that Tax Incentive Review Council to review and

determine annually during the term of this Agreement the compliance of Ohio University with

the terms of this Agreement. Any information supplied to such Tax Incentive Review Council

will be provided solely for the purpose of monitoring Ohio University's compliance with this

Agreement.

Section 6.11 Nondiscriminatory Hiring Policy. Ohio University will comply with the

Dublin's nondiscriminatory hiring policy adopted pursuant to Ohio Revised Code Section

5709.832. In furtherance of that policy, Ohio University agrees that it will not deny any

individual employment solely on the basis of race, religion, sex, disability, color, national origin,

or ancestry.

(END OF ARTICLE VI)

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ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1 General. Except as othetwise provided in this Agreement, in the event of

any default in or breach of this Agreement, or any of its terms or conditions, by either Party

hereto, such Party shall, upon written notice from the other, proceed immediately to cure or

remedy such default or breach, and, in any event, within thirty (30) days after receipt of such

notice. In the event such default or breach is of such nature that it cannot be cured or remedied

within said thirty (30) day period, then in such event the Party shall upon written notice from the

other commence its actions to cure or remedy said breach within said thirty (30) day period, and

proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or

not diligently pursued, or the default or breach shall not be cured or remedied within a

reasonable time, the aggrieved party may institute such proceedings as may be necessary or

desirable in its opinion to cure and remedy such default or breach, including, but not limited to,

proceedings to compel specific performance by the party in default or breach of its obligations.

Section 7.2 Termination by Dublin Prior to Conveyance of Property. In the event

that:

(a) Prior to conveyance of the Property to Ohio University and in violation of this

Agreement Ohio University assigns or attempts to assign this Agreement or any rights therein

without the prior written approval of Dublin, or

(b) Ohio University does not pay the Property Purchase Price for the Property and

takes title to the Property on tender of conveyance by Dublin pursuant to this Agreement, and if

any default or failure referred to in the aforesaid subdivisions (a) or (b) of this Section 7.2 shall

not be cured or remedied within thirty (30) days after the date of written demand by Dublin, then

the Agreement and all rights of Ohio University under the Agreement shall be terminated at the

-33-

option of Dublin. In the event of any such termination, Ohio University shall not have any

further rights under this Agreement.

In the event that any judicial body with proper jurisdiction renders any order or decision

or takes such other action which enjoins or prevents Dublin from tendering conveyance or

possession of the Property or any part thereof in the manner and condition provided in this

Agreement, and such order or decision does not find that Dublin knowingly executed this

Agreement without proper legal authority, then this Agreement may, at the option of Ohio

University, be canceled in its entirety or canceled with respect to that portion of the Property not

conveyed to Ohio University at the time of such cancellation, and neither Dublin nor Ohio

University shall have any further rights against or liability to the other under this Agreement as

to the Property or the part thereof not conveyed to Ohio University.

Section 7.3 Release of Subarea One Property Deed From Escrow. In the event that

subsequent to the conveyance of Subarea One to Ohio University and prior to the satisfaction of

the Subarea One Development Requirements:

(a) Ohio University shall place or permit to be placed on Subarea One or any part

thereof any encumbrance or lien not authorized by this Agreement, or shall suffer any levy or

attachment to be made, or any materialmen's or mechanics' lien, or any other unauthorized

encumbrance or lien to attach, and such encumbrance or lien shall not have been removed or

discharged or provision satisfactory to Dublin made for such payment, removal, or discharge,

within ninety (90) days after written demand by Dublin so to do; provided, however, any such

mechanic's or materialmen's lien may continue during the period in which Ohio University is

diligently and in good faith contesting such lien, unless or until Dublin determines, and delivers

-34-

written notice to Ohio University, that the continuation of the lien will jeopardize Subarea One or

part thereof; or

(b) There is, in violation of this Agreement, any transfer of Subarea One or any part

thereof, and such violation shall not be cured within ninety (90) days after written demand by

Dublin,

then, Dublin shall have the right to direct the Escrow Agent to release the Subarea One

Reconveyance Deed from escrow and to promptly record the Subarea One Reconveyance Deed

in the Official Records of Franklin County, Ohio and Union County, Ohio, as applicable upon

which recordation the original Property Deed(s) from Dublin to Ohio University relating to

Subarea One shall be deemed void and of no further effect, and any estate conveyed therein by

such Property Deed(s) to Ohio University shall be deemed terminated and revested in Dublin.

Section 7.4 Failure to Satisfy Subarea One Development Requirements. In the

event that Ohio University fails to fully satisfy the Subarea One Development Requirements by

September 1, 2015, then, (a) Dublin shall be entitled to notify the Escrow Agent (with a copy

to Ohio University) that Ohio University has failed to satisfy the Subarea One Development

Requirements and to direct the Escrow Agent to promptly record the Subarea One

Reconveyance Deed in the Official Records of Franklin County, Ohio and Union County,

Ohio, as applicable, and release the remaining escrow documents relating to Subarea One into

the custody of Dublin and (b) this Agreement and all rights of Ohio University under this

Agreement shall be terminated at the option of Dublin and in the event of any such termination,

Ohio University shall not have any further rights under this Agreement.

Section 7.5 Other Rights and Remedies; No Waiver by Delay. Dublin and Ohio

University shall each have the right to institute such actions or proceedings as it may deem

-35-

desirable for effectuating the purposes of, and its remedies under, this Agreement; provided, that

any delay by either party in instituting or prosecuting any such actions or proceedings or

otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or

to deprive it of or limit such right in any way (it being the intent of this provision that neither

party should be constrained, so as to avoid the risk of being deprived of or limited in the exercise

of the remedy provided in this Agreement because of concepts of waiver, laches, or otherwise, to

exercise such remedy at a time when it may still hope otherwise to resolve the problems created

by the default involved); nor shall any waiver in fact made by either party with respect to any

specific default by the other party under this Agreement be considered or treated as a waiver of

the rights of such party with respect to any other defaults by the other party this Agreement or

with respect to the particular default except to the extent specifically waived in writing.

Dublin shall also have the right to enforce the remedy set forth in Sections 7.3 and 7.4 by

executing and recording or filing in the public land records in the office in which the Property

Deed(s) relating to Subarea One are recorded a written declaration of the termination of all the

right, title and interest of Ohio University, and its successors in interest and assigns, in Subarea

One, as the case may be, and the revesting of title thereto in Dublin.

Section 7.6 Force Majeure. Except as otherwise provided herein, neither Dublin nor

Ohio University shall be considered in default in its obligations to be performed hereunder, if

delay in the performance of such obligations is due to unforeseeable causes beyond its control

and without its fault or negligence, including but not limited to, acts of God or of the public

enemy, acts or delays of the other party, fires, floods, unusually severe weather, epidemics,

freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or

materialmen but not including lack of financing capacity; it being the purpose and intent of this

-36-

paragraph that in the event of the occurrence of any such enforced delay, the time or times for

performance of such obligations shall be extended for the period of the enforced delay; provided,

however, that the Party seeking the benefit of the provisions of this Section 7.6 shall within

fourteen (14) days after having actual knowledge of the beginning of such enforced delay, notify

the other Party in writing thereof and of the cause thereof and of the duration thereof or, if a

continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the

date of notification, within thirty (30) days after the end of the delay, notify the other Party in

writing of the duration of the delay.

(END OF ARTICLE VII)

-37-

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Assignment. This Agreement may not be assigned without the prior

written consent of all non-assigning Parties.

Section 8.2 Binding Effect. The provisions of this Agreement shall be binding upon

the successors or assigns of the Parties.

Section 8.3 Day for Performance. Wherever herein there is a day or time period

established for performance and such day or the expiration of such time period is a Saturday,

Sunday or legal holiday, then such time for performance shall be automatically extended to the

next business day.

Section 8.4 Entire Agreement. This Agreement embodies the entire agreement and

understanding of the Parties relating to the subject matter herein and therein and may not be

amended, waived or discharged except in an instrument in writing executed by the Parties.

Section 8.5 Executed Counterparts. This Agreement may be executed in several

counterparts, each of which shall be deemed to constitute an original, but all of which together

shall constitute but one and the same instrument. It shall not be necessary in proving this

Agreement to produce or account for more than one of those counterparts.

Section 8.6 Extent of Covenants; No Personal Liability. All covenants, obligations

and agreements of the Parties contained in this Agreement shall be effective to the extent

authorized and permitted by applicable law. No such covenant, obligation or agreement shall be

deemed to be a covenant, obligation or agreement of any present or future member, trustee,

officer, agent or employee of Dublin or Ohio University other than in his or her official capacity,

and neither the members of the legislative body of Dublin, the trustees of Ohio University, nor

any official executing this Agreement shall be liable personally under this Agreement or be

-38-

subject to any personal liability or accountability by reason of the execution thereof or by reason

of the covenants, obligations or agreements of Dublin and Ohio University contained in this

Agreement.

Section 8. 7 Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Ohio or applicable federal law. All claims,

counterclaims, disputes and other matters in question between Dublin, its agents and employees,

and Ohio University, its employees and agents, arising out of or relating to this Agreement or its

breach will be decided in a court of competent jurisdiction within Franklin County, Ohio.

Section 8.8 Limit on Liability. Notwithstanding any clause or provision of this

Agreement to the contrary, in no event shall Dublin or Ohio University be liable to each other

for punitive, special, consequential, or indirect damages of any type and regardless of whether

such damages are claimed under contract, tort (including negligence and strict liability) or any

other theory of law.

Section 8.9 Notices. Except as otherwise specifically set forth in this Agreement, all

notices, demands, requests, consents or approvals given, required or permitted to be given

hereunder shall be in writing and shall be deemed sufficiently given if actually received if hand­

delivered, or if sent by recognized, overnight delivery service or by certified mail, postage

prepaid and return receipt requested ( addressed to the other party at the address set forth in this

Agreement or any addendum to or counterpart of this Agreement, or to such other address as the

recipient shall have previously notified the sender of in writing), then same shall be deemed

received upon actual receipt, unless sent by certified mail, in which event such notice shall be

deemed to have been received when the return receipt is signed or refused. Any process,

pleadings, notice of other papers served upon the Parties shall be sent by registered or certified

-39-

mail at their respective Notice Address, or to such other address or addresses as may be

furnished by one party to the other.

Section 8.10 Recitals. The Parties acknowledge and agree that the facts and

circumstances as described in the Recitals hereto are an integral part of this Agreement and as

such are incorporated herein by reference.

Section 8.11 Severability. If any prov1s10n of this Agreement, or any covenant,

obligation or agreement contained herein is determined by a court to be invalid or unenforceable,

that determination shall not affect any other provision, covenant, obligation or agreement, each

of which shall be construed and enforced as if the invalid or unenforceable portion were not

contained herein. That invalidity or unenforceability shall not affect any valid and enforceable

application thereof, and each such provision, covenant, obligation or agreement shall be deemed

to be effective, operative, made, entered into or taken in the manner and to the full extent

permitted by law.

Section 8.12 Survival of Representations and Warranties. All representations and

warranties of the Parties in this Agreement shall survive the execution and delivery of this

Agreement.

(END OF ARTICLE VIII - SIGNATURE PAGES TO FOLLOW)

-40-

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their

respective names by their duly authorized representatives, all as of the date first written above.

CITY OF DUBLIN, OHIO

By~

Printed: -~M~a_r_s_h_a_I._G~ri_g~sb_y,,__ _____ _

Title: --~C~i_ty~M_a_n_a..._g~e_r ________ _

, I !/1/;-,7:1~

By: --~--'"'""''t;"""'~ ....... 4--'-+------"-----Printed:_~An.=:,g~e=l~M===u=m=m==a-------~

Title: ---=D::..:i=re=c::..:t=o=-r =o-=-f-=-F-=-=in=a=n=c:..=e ______ _ Approved as to Form: -:::::> ~

~~ Printed: ----'S=-t=e=p=he=n=..=...cJ.'""""'S=m=it=h ____ _

Title: ----=D-=ir'"""e=c=to=r--'o=f'-'L=a=w'-'-------

-41-

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their

respective names by their duly authorized representatives, all as of the date first written above.

OHIO UNIVERSITY

::nt~cl:D~~ Title: President

-42-

FISCAL OFFICER'S CERTIFICATE

The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing

Agreement, certifies hereby that the moneys required to meet the obligations of the City during

Fiscal Year 2012 under the foregoing Agreement have been appropriated lawfully for that

purpose, and are in the Treasury of the City or in the process of collection to the credit of an

appropriate fund, free from any previous encumbrances. This Certificate is given in compliance

with Sections 5705.41 and 5705.44, Ohio Revised Code.

Dated: June 1, 2012

-43-

FISCAL OFFICER'S CERTIFICATE

The undersigned, Vice President for Finance and Administration, Chief Financial Officer

and Treasurer of Ohio University under the foregoing Agreement, certifies hereby that the

moneys required to meet the obligations of the University during Fiscal Year 2012 under the

foregoing Agreement have been appropriated lawfully for that purpose, and are in the Treasury

of the University or in the process of collection to the credit of an appropriate fund, free from

any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and

5705.44, Ohio Revised Code.

Dated: June 1, 2012 Stephe olding Vice President for Finance an Administration, Chief Financial Officer and Treasurer Ohio University

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EXHIBIT LIST

EXHIBIT A Depiction of Property

EXHIBIT B Depiction of Ohio University Property

EXHIBIT C Depiction of Public Improvements

EXHIBIT D Memorandum of Economic Development Agreement

EXHIBIT D

MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT

THIS MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT (this "Memorandum") is made and entered into as of June 1, 2012, between the City of Dublin, Ohio ("Dublin"), a municipal corporation and political subdivision organized and existing under its Charter and the laws of the State of Ohio, having an address at 5200 Emerald Parkway, Dublin, Ohio 43017, and Ohio University ("Ohio University" and collectively with Dublin, the "Parties"), an instrumentality of the State of Ohio, having an address at Cutler Hall 209, Attention: Vice President for Finance and Administration, Athens, Ohio 45701.

RECITALS:

A. Dublin and Ohio University have entered into that certain Economic Development Agreement dated June 1, 2012 (the "Agreement"), whereby Dublin, in consideration of Ohio University's agreement to construct an extension campus of Ohio University's Heritage College of Osteopathic Medicine in Dublin, agreed to provide certain economic incentives to Ohio University to facilitate that development, including but not limited to the conveyance of certain real property (the "Property," as depicted on Attachment A attached hereto and incorporated herein by reference) for the location of that facility.

B. Dublin and Ohio University desire to enter into and record this Memorandum for the purpose of providing notice of certain provisions of the Agreement and their applicability to the Property.

AGREEMENTS:

In consideration of the foregoing recitals, specific reference is hereby made to the following provisions of the Agreement (with capitalized terms not defined herein having the respective meanings assigned to them in the Agreement):

1. Pursuant to the Agreement, the Property Deed(s) conveying the Subarea One of the Property from Dublin to Ohio University will provide for the automatic reconveyance to Dublin of title to Subarea One of the Property if Ohio University fails to satisfy certain requirements (referred to in the Agreement as the "Subarea One Development Requirements") by September 1, 2015.

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2. The Agreement provides that, subject to certain conditions, the City will finance and construct various Public Improvements which will support the development of the Property.

3. The Agreement provides that a tax increment financing will be established on the Property to allow Dublin to finance the construction and improvement of certain Public Improvements that will benefit the Property. If that tax increment financing is established all private development on the Property will be exempt from real property taxation for a period of years. The current and future owners of the Property will be required to make annual service payments in lieu of real property tax payments with respect to that private development, and a portion of those service payments will be paid to the City to fund the Public Improvements.

This Memorandum contains only selected provisions of the Agreement, and reference is made to the text of the Agreement for the full terms, covenants and conditions. This Memorandum shall not in any way amend or supersede the terms, conditions or intent of the Agreement. A copy of the Agreement is on file at Dublin's offices, located at 5200 Emerald Parkway, Dublin, Ohio 43017, and is available for the inspection of interested persons during regular business hours.

(SIGNATURE PAGES TO FOLLOW)

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IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Economic Development Agreement as of the day and year first written.

CITY OF DUBLIN, OHIO

Printed: Marsha I. Grigsby

Title: City Manager

Printed: Angel Mumma

Title: Director of Finance Approved as to Form:

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Title: ---~D~1=·r~ec""'t~o~r ~o~f=L=a~w ____ _

STATE OF OHIO ) ) SS:

COUNTY OF FRANKLIN )

On this day of May, 2012, before me a Notary Public personally appeared Marsha I. Grigsby and Angel Mumma, the authorized representatives of the City of Dublin, Ohio, and acknowledged the execution of the foregoing instrument, and that the same is their voluntary act and deed on behalf of the City of Dublin, Ohio and the voluntary act and deed of the City of Dublin, Ohio.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the date and year aforesaid.

Notary Public

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IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Economic Development Agreement as of the day and year first written.

OHIO UNIVERSITY

Printed: Roderick J. McDavis

Title: President

STATE OF OHIO ) ) SS:

COUNTY OF A THENS )

On this day of May, 2012, before me a Notary Public personally appeared Roderick J. McDavis, the authorized representative of Ohio University, and acknowledged the execution of the foregoing instrument, and that the same is his voluntary act and deed on behalf of Ohio University and the voluntary act and deed of Ohio University.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the date and year aforesaid.

This instrument was prepared by:

Notary Public

Christopher J. Franzmann, Esq. Squire Sanders (US) LLP 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 (614) 365-2737

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