HomeMy WebLinkAboutOrdinance 35-26RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S.
35-26 Ordinance No...—___ Passed.
| AUTHORIZING THE EXECUTION OF A REAL ESTATE
PURCHASE AND SALE CONTRACT, A PROPERTY
RECONVEYANCE ESCROW AGREEMENT, AND A THIRD
| AMENDMENT TO AN ECONOMIC DEVELOPMENT
AGREEMENT WITH THE OHIO STATE UNIVERSITY, ON
| BEHALF OF ITS WEXNER MEDICAL CENTER
WHEREAS, consistent with its Economic Development Strategy (the “Strategy”)
adopted by Dublin City Council through Resolution No. 78-23 on October 23, 2023,
the City desires to encourage development and create and preserve jobs and
employment opportunities within the City;
WHEREAS, Dublin and OSU are parties to that certain Economic Development
Agreement (the “Original EDA”), dated May 22, 2019, as amended by a certain First
Amendment to Economic Development Agreement with an effective date of
October 1, 2024 and Second Amendment with an effective date of February 17,
2026 (the Original EDA as amended by the foregoing, the “EDA”), pursuant to
which, among other things, Dublin agreed to provide to OSU economic
development incentives and OSU agreed to proceed with the development of an
ambulatory medical facility on real property as identified in the EDA; and
WHEREAS, the City has determined that the continued development and operation
of the “Health and Wellness Campus” is consistent with and supportive of Dublin’s
medical, biosciences, and healthcare services sectors, and will further strengthen
the City’s position as a regional center for healthcare innovation and delivery; and
WHEREAS, this Council has determined that it is necessary and appropriate and
in the best interests of the City to convey certain real property to OSU as
consideration for OSU's development of Phase II of the medical campus, as
described in the proposed Real Estate Purchase and Sale Contract, Property
Reconveyance Escrow Agreement, and Third Amendment to the Economic
Development Agreement.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State
of Ohio, ‘1 _ of its elected members concurring, that:
Section 1. The Real Estate Purchase and Sale Contract, the Property
Reconveyance Escrow Agreement, and the Third Amendment to the Economic
Development Agreement, each by and between the City and OSU, and each in the
form attached hereto, are each hereby approved and authorized with changes not
inconsistent with this Ordinance and not substantially adverse to this City and which
shall be approved by the City Manager. The City Manager, for and in the name of
this City, is hereby authorized to execute the Real Estate Purchase and Sale
Contract, the Property Reconveyance Escrow Agreement, and the Third
Amendment to the Economic Development Agreement, provided further that the
approval of changes thereto by that official, and their character as not being
substantially adverse to the City, shall be evidenced conclusively by the execution
thereof. This Council further authorizes the City Manager, for and in the name of
the City, to execute any amendments to these agreements, which amendments are
not inconsistent with this Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager,
the Director of Law, the Director of Finance, the Clerk of Council, or other
appropriate officers of the City to prepare and sign all agreements and instruments
and to take any other actions as may be appropriate to implement this Ordinance.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
35-26 Page 2 of 2 Ordinance No, ——__— Passed.
Section 3. This Council finds and determines that all formal actions of this Council
and any of its committees concerning and relating to the passage of this Ordinance
were taken in open meetings of this Council or committees, and that all
deliberations of this Council and any of its committees that resulted in those formal
actions were in meetings open to the public, all in compliance with the law including
Section 121.22 of the Revised Code.
Section 4. This Ordinance shall be in full force and effect on the earliest date
permitted by law.
cS Passed this | sf day of uc Ly , 2026.
Uh. 4-D_.
Mayor — Presiding Officer
ATTEST:
head, Lhd Cet of Cofcil
To: Members of Dublin City Council
From: Megan O’Callaghan, City Manager
Date: June 16, 2026
Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development
Jennifer Rauch, Director of Community Planning & Development
Yazan Ashrawi, Assistant Law Director
Mara Hunter, Management Analyst
Re: Ordinance 35-26 Authorizing the Execution of a Real Estate Purchase and Sale
Contract, a Property Reconveyance Escrow Agreement, and a Third Amendment
to an Economic Development Agreement with The Ohio State University, on
behalf of its Wexner Medical Center.
Summary
Following discussions with The Ohio State University (OSU) on behalf of the Wexner Medical Center,
the parties have prepared a Real Estate Purchase and Sale Contract, Property Reconveyance Escrow
Agreement, and a Third Amendment to the existing Economic Development Agreement (EDA). This
memo provides background, an overview of the proposed agreements, the latest associated real
property conveyance, and staff’s recommendation.
Background
In May 2019, Dublin City Council approved an EDA with OSU to facilitate the development of
approximately 34 acres of City-owned land within the West Innovation District. The agreement
authorized the conveyance of the property and established a phased development approach
anchored by a minimum 225,000-square-foot ambulatory medical facility designed to provide a
comprehensive range of outpatient services, with potential for future expansion. The OSU Wexner
Medical Center subsequently completed the construction of a 272,000 square foot outpatient care
facility at 6700 University Boulevard.
The project advanced the City’s Economic Development Strategy by supporting the growth of the
medical and biosciences sector, creating employment opportunities, and expanding access to
healthcare services within the community. In addition, the agreement created a framework for
coordinated development of adjacent parcels as part of a broader “Health and Wellness Campus,”
encouraging complementary uses and long-term economic development within the district.
Subsequent amendments to the Economic Development Agreement executed in October 2024 and
February 2026 extended provisions related to OSU’s rights associated with adjacent parcels. The
first amendment was executed October 2024 and extended the right of first offer/right of first refusal
(ROFO/ROFR) for Parcel A from October 1, 2024, to October 1, 2025. The second amendment was
executed in February 2026 and extended the ROFO/ROFR for Parcel A until October 1, 2026, to
coincide with Parcel B’s ROFO/ROFR.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
Memo re. OSUWMC EDA Amendment
June 16, 2026
Page 2 of 2
Proposed EDA Third Amendment and Real Estate Sale
In 2026, the City and OSU negotiated a Third Amendment to the Economic Development Agreement,
along with a new Real Estate Purchase and Sale Contract and a Property Reconveyance Escrow
Agreement, to facilitate the next phase of development adjacent to the existing OSU Wexner Medical
Center located off University Boulevard.
The Third Amendment enables the conveyance of approximately 16.3 +/- acres of additional City-
owned land along University Boulevard, also known as Parcel A and Parcel B as described in the
EDA, to OSU as consideration for OSU's development of Phase II of the medical campus. Phase II
includes OSU's agreement to construct not less than a 150,000-square-foot specialized medical
building. Phase II builds upon the original development framework while updating roles,
responsibilities, and supporting infrastructure commitments for both parties.
The Third Amendment also provides a ROFO/ROFR to Parcel E located immediately west of the
current OSU Wexner Medical Center. OSU may purchase Parcel E before December 31, 2028, for
$180,000 per acre and Dublin maintains rights for easements, dedication of rights-of-way, or similar
rights necessary for the building of Dublin’s multimodal thoroughfare plan adopted in the Envision
Dublin Community Plan. The amendment further establishes a framework for coordination between
Dublin and OSU regarding the potential realignment of Old Avery Road. Under the agreement, Dublin
will work cooperatively and in good faith with OSU to minimize impacts to the medical campus,
consider mutually beneficial traffic circulation, and support the long-term developability of the
remaining OSU property. OSU also waived any workforce creation incentives related to Phase II’s
construction and expansion plans.
Under the associated Real Estate Purchase and Sale Contract, the City will convey the 16.3 +/- acres
to OSU for $180,000 per acre, resulting in an estimated sale price of $2,934,000. At its June 2026
meeting, the OSU Board of Trustees approved the 16.3-acre land acquisition and authorized
execution of the Third Amendment to the Economic Development Agreement.
To support timely development, the parties also established a Property Reconveyance Escrow
Agreement, which provides a mechanism for the potential reconveyance of the property to the City
if development does not proceed. Specifically, OSU is required to commence construction activities
for Phase II by December 31, 2031, or the City may initiate reconveyance. The reconveyance
document is provided in similar form that was part of the 2019 agreement with OSU.
This Ordinance and related documents are in furtherance of the creation of the health and wellness
campus as contemplated in the City’s 2019 agreements with OSU.
Recommendation
Staff recommends approval of Ordinance 35-26 at the second reading/public hearing on July 1, 2026.
Execution Copy
THIRD AMENDMENT
ECONOMIC DEVELOPMENT AGREEMENT
This Third Amendment to Economic Development Agreement (“Third Amendment”),
dated as of this __ day of __________, 2026 (“Third Amendment Effective Date”), is entered
into by and between the City of Dublin, 5555 Perimeter Drive, Dublin, Ohio, 43017, an Ohio
municipal corporation (“Dublin”), and The Ohio State University, on behalf of its Wexner Medical
Center, with an address c/o Director of Real Estate, 1534 North High Street, Gateway D, 2nd floor,
Columbus, Ohio 43201, an instrumentality of the State of Ohio (“OSU”).
RECITALS:
WHEREAS, Dublin and OSU are parties to that certain Economic Development Agreement
(the “Original EDA”), dated as of May 22, 2019, as amended by a certain First Amendment to
Economic Development Agreement with an effective date of October 1, 2024 and Second
Amendment with an effective date of February 17, 2026 (the Original EDA as amended by the
foregoing, the “EDA”), pursuant to which, among other things, Dublin agreed to provide to OSU
economic development incentives and OSU agreed to proceed with the development of an
ambulatory medical facility on real property as identified in the EDA; and
WHEREAS, Dublin is the owner of certain parcels of real property located in Dublin (with
those parcels collectively referred to herein as the “Properties” and which were generally depicted
on Exhibit A of the EDA as Parcel “A”, Parcel “B”, Parcel “D” and Parcel “E” and are incorporated
herein by reference); and
WHEREAS, Dublin is the owner of approximately 16.313 acres of real property located on
University Boulevard identified as Franklin County parcel number 274-012327 (Exhibit A), Lot
3A of the Resubdivision of Part of University Boulevard Phase 2, PB 129 PG 32 identified by
Instrument 202009180140807, and property also known as Parcel “A” and Parcel “B” as described
in the EDA (“Premises”); and
WHEREAS, Dublin has, in consideration of OSU’s agreement to develop on the Premises a
not less than 150,000 square foot specialized medical building on the Premises and/or Parcel C of
Exhibit A of the EDA as previously acquired by OSU (“Phase II”), determined to convey the
Premises to OSU in accordance with the terms of that certain Real Estate Purchase and Sale
Contract between the Parties which is of even date herewith (the “2nd Purchase Contract”); and
WHEREAS, Notwithstanding the existing EDA for Phase I of the health campus, OSU and
Dublin agree that the workforce creation incentives payable under Article VI of the EDA shall not
be applicable for Phase II of the health campus to be constructed upon the Premises; it being
acknowledged and agreed that the forgoing only applies to Phase II and not any future phase; and
WHEREAS, Dublin, by passage of Ordinance No. ___-26 on __________, 2026 (the
“Dublin Authorizing Legislation”) by its City Council, has determined that it is necessary and
appropriate and in the best interests of Dublin to convey the Premises to OSU which will create
jobs and employment opportunities and 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
-2-
WHEREAS, OSU, by passage of Resolution No. 2026- __ and Resolution No. 2026-__ on
____________ , 2026 (collectively, the “OSU Resolution”) by the Board of Trustees of The
Ohio State University, has determined that it is necessary and appropriate and in the best interests
of OSU to, in accordance with the agreements and amendments between the parties, acquire the
Premises from Dublin for the purpose of constructing Phase II, which will facilitate the creation
of jobs and employment opportunities and 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 Third Amendment to induce OSU
to proceed with development of Phase II, thereby creating jobs and enhancing the delivery of
medical services within Dublin.
NOW, THEREFORE, in consideration of the foregoing, the promises contained herein, and
other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties covenant, agree and obligate themselves as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Use of Defined Terms. Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the EDA.
Section 1.2 Definitions. As used herein:
“Escrow Agent” means the Title Company, as defined in the 2nd Purchase Contract.
“Notice Address” means:
as to Dublin: City of Dublin, Ohio
5555 Perimeter Drive
Dublin, Ohio 43017
Attention: City Manager
Email: mocallaghan@dublin.oh.us
copy to: FBT Gibbons LLP
10 West Broad Street – Suite 2300
Columbus, Ohio 43215
Attention: Law Director
Email:yashrawi@fbtgibbons.com
as to OSU: The Ohio State University
Planning and Real Estate
Gateway D, 2nd Floor
1534 North High Street
Columbus, OH 43201
Attn: Director of Real Estate
E-Mail: repm@osu.edu and kennedy.463@osu.edu
-3-
copy to: The Ohio State University
Office of Legal Affairs
1590 North High Street, Suite 500
Columbus, OH 43201
Attn: General Counsel
E-Mail: garcia.680@osu.edu
“Premises Closing” means the conveyance of the Premises to OSU by delivery of the
Premises Deed by Dublin, and the payment of the Purchase Price (as such term is defined in the
2nd Purchase Contract) by OSU to Dublin.
“Premises Closing Date” means the date on which the Premises Closing occurs.
“Premises Deed ” means the deed or deeds serving to convey ownership of the Premises
from Dublin to OSU, as contemplated in the 2nd Purchase Contract.
“Premises Development Requirements” shall have the meaning attributable to it in the
Premises Reconveyance Escrow Agreement.
“Premises Reconveyance Deed” shall mean a governor’s deed executed by the Governor
of the State and as described in Section 4.2(a).
“Premises Reconveyance Escrow Agreement” shall have the meaning set forth in
Section 4.2(a).
Section 1.3 Interpretation. Any reference in this Third Amendment to Dublin or OSU
or to any officers of Dublin or OSU includes those entities or officials 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 Third Amendment.
This Third Amendment shall not be construed more strictly against a Party by virtue of the
fact that a contract may be more strictly construed against the Party preparing the contract, it being
understood and agreed that the Parties have equally negotiated the provisions hereof and
contributed substantially and materially to the preparation of this Third Amendment.
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 Third Amendment; and the term “hereafter” means after, and the term
“heretofore” means before, the date of this Third Amendment. Words of any gender include the
correlative words of the other gender, unless the sentence indicates otherwise. References to
articles, sections, subsections, clauses, exhibits or appendices in this Third Amendment, unless
-4-
otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or
appendices of this Third Amendment.
Section 1.4 Captions and Headings. The captions and headings in this Third
Amendment 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 Third
Amendment.
Section 1.5 Controlling language related to prior Agreement and Amendments.
This Third Amendment shall be deemed to revise the terms and conditions of the EDA to the extent
necessary to give effect to the terms and conditions of this Third Amendment. In the event of a
conflict or inconsistency between the terms and conditions of this Third Amendment and the terms
and conditions of the EDA, the terms and conditions of this Third Amendment shall govern and
control. Except as expressly amended herein, all other terms, agreements, and conditions of the
EDA shall remain in full force and effect.
(END OF ARTICLE I)
-5-
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 Third Amendment and the intended arrangements among the parties, the parties
shall cooperate to provide for the conveyance of the Premises, facilitate the design and construction
of Phase II on the Premises, all in accordance with the terms as set forth in this Third Amendment
and the 2nd Purchase Contract.
Section 2.2 Term of Third Amendment. This Third Amendment shall become
effective as of the Third Amendment Effective Date and shall continue until the Parties have
satisfied their respective obligations as set forth in this Third Amendment, unless sooner
terminated in accordance with the provisions set forth herein.
Section 2.3 Recordation of Third Amendment. A Memorandum of this Third
Amendment, in the form attached hereto and incorporated herein by reference as Exhibit B, shall
be filed with the Recorder of Franklin County, Ohio for recordation in the official records of
Franklin County, Ohio as soon as practicable following the Third Amendment Effective Date for
the purpose of providing notice of the existence of this Third Amendment and its applicability to
the Premises. OSU shall pay any costs associated with the recording of the Memorandum of Third
Amendment to the Economic Development Agreement. OSU shall, promptly following such
recordation, provide, without charge, photocopies of the recorded and date-stamped Memorandum
of Third Amendment to the Economic Development Agreement to Dublin.
(END OF ARTICLE II)
-6-
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) To its knowledge, 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 Third Amendment.
(c) It is legally empowered to execute, deliver and perform this Third
Amendment and to enter into and carry out the transactions contemplated by this Third
Amendment. 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 Third Amendment to which it is a party has, by proper action, been
duly authorized, executed and delivered by Dublin.
(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 Third Amendment.
(f) The Dublin Authorizing Legislation has been duly passed and is in full force
and effect.
Section 3.2 Representations and Covenants of OSU. OSU represents and covenants
that:
(a) It is an instrumentality of the State.
(b) To its knowledge 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 OSU which would
impair its ability to carry out its obligations contained in this Third Amendment.
(c) It is legally empowered to execute, deliver and perform this Third
Amendment and to enter into and carry out the transactions contemplated by this Third
Amendment. The execution, delivery and performance do not and will not violate or
conflict with any provision of law applicable to OSU, and do not and will not conflict with
or result in a default under any agreement or instrument to which OSU is a party or by
which it is bound.
-7-
(d) This Third Amendment to which it is a party has, by proper action, been
duly authorized, executed and delivered by OSU.
(e) There is no litigation pending or to its knowledge threatened against or by
OSU wherein an unfavorable ruling or decision would materially adversely affect OSU’s
ability to carry out its obligations under this Third Amendment.
(f) The OSU Resolution has been duly adopted and is in full force and effect.
(END OF ARTICLE III)
-8-
ARTICLE IV
CONVEYANCE AND RECONVEYANCE OF PREMISES
Section 4.1 Conveyance of the Premises to OSU. The Parties agree that the Premises
shall be conveyed to OSU in accordance with the 2nd Purchase Contract. It is hereby agreed that,
in the event that the 2nd Purchase Contract is terminated for any reason, then such termination
shall result in the automatic, simultaneous termination of this Third Amendment, unless otherwise
agreed to in writing between the parties.
Section 4.2 Form of Reconveyance Deed.
(a) Contemporaneous to the delivery by Dublin of the Premises Deed to OSU
at the Premises Closing, OSU shall also cause the execution and delivery to the Escrow
Agent traditional real estate transfer documents, including, without limitation, a Premises
Reconveyance Deed, all in accordance with, and subject to, the terms of an escrow
agreement in a form that is substantially similar to that which is attached hereto and
incorporated by reference as Exhibit C (the “Premises Reconveyance Escrow
Agreement”).
(b) In the event that the Premises Reconveyance Deed is recorded, then Dublin
specifically agrees to and acknowledges the following:
IT IS UNDERSTOOD AND AGREED THAT OSU IS NOT MAKING AND HAS NOT
AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE
PREMISES – WHICH SHALL SPECIFICALLY INCLUDE ANY IMPROVEMENTS
WHICH MAY BE IN THE PROCESS OF BEING CONSTRUCTED THEREON -
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILTIY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES,
LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS,
UTILITIES, VALUATION, COMPLIANCE OF THE PREMISES WITH
GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING
THE PREMISES. DUBLIN ACKNOWLEDGES AND AGREES, THAT UPON
CLOSING OF THE RECONVEYANCE, OSU SHALL SELL AND CONVEY TO
DUBLIN, AND DUBLIN SHALL ACCEPT THE PREMISES WHICH SHALL
INCLUDE ALL IMPROVEMENTS, “AS IS, WHERE IS, WITH ALL FAULTS”,
EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT. DUBLIN ACKNOWLEDGES THAT DUBLIN HAS SPECIFICALLY
REQUIRED THE RECONVEYANCE AS A REMEDY UNDER THIS AGREEMENT
AND WAIVES ANY CLAIM IT MAY HAVE AGAINST OSU RELATED TO THE
MATTERS ABOVE.
Section 4.3 Right of First Offer. Notwithstanding anything to the contrary herein or
in the 2nd Purchase Contract, after the Premises Closing and until the Construction
Commencement Date (as defined in Section 5.1 herein) in the event that OSU desires to sell,
-9-
convey or otherwise transfer its fee simple interest or any other ownership interest in all or any
portion of that portion of the Premises that OSU doesn’t use for its purposes, as determined by
OSU in its sole discretion (the “OSU ROFO Premises”) (except to any Affiliated OSU Entity), or
(b) leases all or a material portion of the OSU ROFO Premises (except to any Affiliated OSU
Entity), then OSU shall first provide written notice of such intent to Dublin (“OSU ROFO Notice”)
describing the material business terms that OSU is willing to accept. Upon receipt of the OSU
ROFO Notice, Dublin shall have the right to acquire or lease the portion of the OSU ROFO
Premises that OSU desires to sell or lease, as the case may be; it being acknowledged that, in the
event of a sale to Dublin, it shall be at the same price per acre that OSU paid for the Premises
under the terms of the 2nd Purchase Contract. Dublin shall have ninety (90) days after receipt of
the OSU ROFO Notice to inform OSU in writing whether it intends to acquire or lease the OSU
ROFO Premises, as the case may be. If Dublin elects to move forward, then the Parties shall enter
into a written purchase and sale agreement or lease agreement, as the case may be, not later than
thirty (30) days after Dublin notifies OSU of its intent; Subject to those conditions which OSU
must meet as an instrumentality of the State in order to so sell or lease the OSU ROFO Premises,
the closing of such purchase and sale or lease shall take place no later than one hundred twenty
(120) days after the full execution and delivery of such agreement. In the event Dublin does not
timely respond to the OSU ROFO Notice as provided herein, then Dublin shall be deemed to have
waived its right with respect to the OSU ROFO Premises provided in this Section 4.3, and OSU
may proceed to sell or lease the OSU ROFO Premises; provided, however, that if an agreement
for such sale or lease has not been fully executed and delivered within one hundred eighty (180)
days after Dublin’s waiver, then Dublin’s rights provided in this Section shall be reinstated with
respect to the OSU ROFO Premises, and any subsequent sale or lease of the OSU ROFO Premises
shall be subject to Dublin’s rights. Dublin shall have the right to record an instrument reasonably
acceptable to OSU in the Office of the Franklin County, Ohio Recorder that describes the rights
provided in this Section. Notwithstanding the foregoing, in no event shall easements, restrictive
covenants or other such agreements required in connection with OSU’s development of Phase II,
or agreements with other hospitals, health care entities, service provider or medical providers be
deemed to be prohibited transfers for purposes of this Section, and Dublin specifically
acknowledges OSU’s right to enter into same following Premises Closing.
Section 4.4 Provision Relating to Zoning. Dublin and OSU acknowledge that the
Premises is zoned within the WID. OSU intends to file a rezoning/preliminary development plan
application with Dublin which requests a PUD, Planned Unit Development Plan zoning
classification for the Premises. OSU shall proceed with diligence so that OSU shall be able to file
the relevant rezoning/preliminary development plan applications with Dublin as promptly as
possible following the Effective Date and it shall include but not be limited to the development of
Phase II.
(END OF ARTICLE IV)
-10-
ARTICLE V
DEVELOPMENT OF PHASE II
Section 5.1 Project and Related Infrastructure
(a) OSU-Dublin Cooperation To Achieve the Development of Phase II.
OSU and Dublin agree to use their collective best efforts to cause actions related to the
authorization of the transactions contemplated by the 2nd Purchase Contract and this Third
Amendment by the appropriate OSU and Dublin authorities to be taken promptly.
Promptly after following the conveyance by Dublin of the Premises to OSU, OSU shall
proceed in good faith and with all reasonable dispatch to design and construct the Phase II
on the Premises and/or Parcel C previously acquired, with the commencement of such
construction to be no later than December 31, 2031 (“Construction Commencement
Date”), subject to the terms, conditions, notice and cure periods as set forth in the Premises
Reconveyance Agreement. In the event that OSU fails to so commence construction of
Phase II by the Construction Commencement Date as such obligation is set forth in the
Premises Reconveyance Agreement, then Dublin shall be afforded to take such action as
permitted thereunder.
(b) Construction of Infrastructure Related to Site Development. OSU will
be solely responsible for paying the cost of and constructing onsite infrastructure
improvements within the Premises which are necessary to develop Phase II.
(c) Traffic Impact Study (“TIS”). To rezone to a PUD, OSU will be required,
if necessary, to commission a Traffic Impact Study (“TIS”), to identify and assess the
traffic needs in connection with the development of the Premises. OSU and Dublin shall
enter into a Memorandum of Understanding regarding the scope for the TIS pertaining to
the development of Phase II. The TIS shall be reviewed and approved by the City Engineer.
(d) Compliance with Applicable Laws. In prosecuting the development of
the Phase II and in performing its obligations under this Third Amendment, OSU 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 Premises or any part thereof, or the construction,
use, alteration or operation thereof, or any part 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 OSU, at any time in force affecting the Premises
or any part thereof.
Section 5.2 Construction of Public Improvements. The Parties acknowledge and
agree that certain public improvements related to Phase II will enhance access to the Premises and
Parcel C previously acquired by OSU and will expedite development by OSU. Subject to the terms
-11-
and conditions herein and in consideration of OSU’s agreements set forth herein, Dublin agrees to
the following (“Premises Public Improvements”): (i) Dublin shall work cooperatively and in
good faith with OSU on Dublin’s alignment plans for Old Avery Road so that any such alignment
plans minimize impact to the OSU site and consider mutually beneficial traffic flow and OSU’s
long term development plans, including, without limitation, the developability of the residual of
the OSU site; and (ii) as part of OSU’s Phase II development and in no event later than the
Construction Commencement Date, Dublin shall , at its sole cost and expense, complete all
requirements under its 404/401 permit to fully fill and grade the former Cosgray Ditch located on
the Premises and shall remediate any wetlands that have formed on the Premises since the
delineation of the stream.
Section 5.3 Compliance with Applicable Laws. In performing its obligations under
this Agreement, Dublin 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 Premises, the Public Improvements, the Roundabout or any
part thereof, or the construction, use, alteration or operation thereof, or any part 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 Dublin, at any time in force affecting the Premises, the
Public Improvements, the Roundabout or any part thereof.
Section 5.4 Development of Parcels acquired by OSU via 2nd Purchase Agreement.
(a) Dublin-OSU Cooperative Development of Parcels.
Section 5.6(a) of the EDA shall be modified as follows:
(i) Effective as of the Premises Closing, in Section 5.6(a)(i), the
reference to “Parcels A, B, D and E” in the second line shall be deleted and replaced
with “Parcels D and E”; and
(ii) In the last two paragraphs, the reference to “October 1, 2026” set
forth in the last two paragraphs of Section 5.6(a) of the EDA shall be deleted and
replaced with “December 31, 2033”.
(b) ROFO/ROFR.
(i) In connection with the area identified on Exhibit G as Parcel E in
the Original EDA, the parties agree that OSU shall have the following Right of First
Offer through December 31, 2031: in the event Dublin desires to market Parcel E,
or a portion thereof, for sale, Dublin shall first provide written notice of that intent
to OSU (the “Parcel E ROFO”) describing the material business terms that Dublin
is willing to accept to sell. Upon receipt of the Parcel E ROFO notice, OSU shall
have the right to purchase on such terms. OSU shall have 90 days from the date
OSU is notified of the Parcel E ROFO to agree to purchase the property for the
-12-
purchase price and on the terms and conditions set forth in the notice or to decline.
Notwithstanding the foregoing, if Dublin intends to sell Parcel E before December
31, 2028, then the Parties agree that the per acre purchase price for OSU as buyer
shall be $180,000, subject to the necessary approvals of the OSU Board of Trustees,
the State of Ohio Controlling Board and Dublin City Council. If OSU elects to
purchase, then the parties shall enter into a written purchase and sale agreement not
later than 30 days after OSU notifies Dublin of its notice of intent to purchase Parcel
E, or a portion thereof, which agreement shall incorporate the purchase price and
other material terms and conditions of the Parcel E ROFO notice, and which shall
include those conditions which OSU must have in order to proceed to close on the
transaction. The closing of such purchase and sale shall take place upon the
satisfaction or waiver of any contingencies, but no later than 120 days after the
purchase and sale agreement is entered into by OSU and Dublin. If OSU elects not
to purchase, then Dublin shall be permitted to sell such property according to such
terms in the Parcel E ROFO notice; provided, however, that in the event the terms
for such sale are not in accordance with the Parcel E ROFO notice provided to OSU
or the sale otherwise does not occur, then OSU’s rights provided in this
Section 5.4(b)(i) shall be reinstated with respect to Parcel E as set forth herein.
Notwithstanding the foregoing, in no event shall the Parcel E ROFO include the
granting by Dublin of easements, dedication, rights-of-way or such similar rights
necessary for the building of Dublin’s multimodal thoroughfare plan adopted in the
Envision Dublin Community Plan.
(ii) In connection with the area identified on Exhibit G of the Original
EDA as Parcel E, the parties agree that OSU shall have the following Right of First
Refusal through December 31, 2031: prior to Dublin accepting a bona fide third-
party offer to purchase all or a portion of Parcel E (or prior to a third-party accepting
a bona fide offer from Dublin to sell same) (“Parcel E ROFR”), Dublin in writing
shall (i) inform OSU of the third-party offeror and the proposed use for Parcel E;
and (ii) shall offer Parcel E, or a portion thereof, at the same purchase price and
other terms and conditions set forth in the bona fide third-party offer. OSU shall
have 90 days from the date OSU is notified in writing of the Parcel E ROFR to
agree to purchase the property for the purchase price and on the terms and
conditions set forth in the notice or to decline. Notwithstanding the foregoing, if
Dublin intends to sell Parcel E before December 31, 2028, then the Parties agree
that the per acre purchase price for OSU as buyer shall be $180,000, subject to the
necessary approvals of the OSU Board of Trustees, the State of Ohio Controlling
Board and Dublin City Council. If OSU elects to purchase, then the parties shall
enter into a written purchase and sale agreement not later than 30 days after OSU
notifies Dublin of its notice of intent to purchase Parcel E, or a portion thereof,
which agreement shall incorporate the purchase price and other material terms and
conditions of the Parcel E ROFR notice, and which shall include those conditions
which OSU must have in order to proceed to close on the transaction. The closing
of such purchase and sale shall take place upon the satisfaction or waiver of any
contingencies, but no later than 120 days after the purchase and sale agreement is
entered into by OSU and Dublin. If OSU elects not to purchase, then Dublin shall
be permitted to sell such property according to such terms in the Parcel E ROFR
-13-
notice; provided, however, that in the event the terms for such sale are not in
accordance with the Parcel E ROFR notice provided to OSU or the sale otherwise
does not occur, then OSU’s rights provided in this Section 5.4(b)(ii) shall be
reinstated with respect to Parcel E as set forth herein. Notwithstanding the
foregoing, in no event shall the Parcel E ROFR include the granting by Dublin of
easements, dedication, rights-of-way or such similar rights necessary for the
building of Dublin’s multimodal thoroughfare plan adopted in the Envision Dublin
Community Plan.
(iii) The parties acknowledge and agree that this Section 5 is subject to
such terms and conditions as can be agreed to by OSU as an instrumentality of the
State of Ohio; provided, however, that notwithstanding the foregoing, any such
changes to the terms and conditions required by OSU due to the fact that OSU is
an instrumentality of the State of Ohio shall not materially and adversely impact
Dublin. Likewise, the parties acknowledge and agree that this Section is subject to
such terms and conditions as can be agreed to by Dublin as a municipality of the
State and any sale or lease of property is subject to the approval of Dublin City
Council.
(iv) This Section shall survive the expiration or sooner termination of
this Third Amendment. At Premises Closing, Dublin and OSU agree to record a
memorandum of the rights contained within this Section, in a form reasonably
acceptable to both parties.
(END OF ARTICLE V)
-14-
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES
Section 6.1 Termination by Dublin Prior to Conveyance of Premises.
(a) In the event that prior to conveyance of the Premises to OSU and in violation of this
Third Amendment, (i) OSU assigns or attempts to assign this Third Amendment or any
rights therein without the prior written approval of Dublin, except in connection with
Section 9.1 of the EDA or Section 8.1 of this Third Amendment; or (ii) OSU does not pay
the Premises Purchase Price for the Premises and takes title to the Premises on tender of
conveyance by Dublin pursuant to this Third Amendment, and if any default or failure
referred to in the aforesaid subdivision (i) of this Section 6.1 shall not be cured or remedied
within thirty (30) days after the date of written demand by Dublin, then the Third
Amendment and all rights of OSU under the Third Amendment may be terminated at the
option of Dublin. In the event of any such termination, both parties shall not have any
further rights under this Third Amendment.
(b) 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 Premises or any part thereof in the manner and condition
provided in this Third Amendment, and such order or decision does not find that Dublin
knowingly executed this Third Amendment without proper legal authority, then this Third
Amendment may, at the option of OSU, be canceled in its entirety or canceled with respect
to the Premises at the time of such cancellation, and neither Dublin nor OSU shall have
any further rights against or liability to the other under this Third Amendment as to the
Premises.
(END OF ARTICLE VI)
-15-
ARTICLE VII
TAX INCREMENT FINANCING
Section 7.1 Application of TIF Ordinance to OSU Property.
For the avoidance of doubt, the Parties acknowledge and agree that, notwithstanding any other
provision to the contrary in the EDA or this Third Amendment, it is not Dublin’s intention nor
will Dublin (a) seek application of a TIF Ordinance to any real property and/or improvements
while owned by OSU or any Affiliated OSU Entity, including without limitation, the Premises or
(b) require OSU or an Affiliated OSU Entity to remit Service Payments in respect of any real
property and/or improvements owned by OSU or an Affiliated OSU Entity, including without
limitation, the Premises, if in either case such real property and/or improvements are otherwise
exempt from real property taxation or eligible to be exempt from real property taxation.
(END OF ARTICLE VII)
-16-
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Assignment. This Third Amendment may not be assigned without the prior
written consent of the non-assigning Party, except that OSU may assign this Third Amendment to
an Affiliated Entity, as defined according to OSU’s policies, or a related entity of an Affiliated
Entity, upon providing written notice to Dublin.
Section 8.2 Binding Effect. The provisions of this Third Amendment shall be binding
upon the successors or assigns of the Parties.
Section 8.3 Captions. The captions and headings in this Third Amendment are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Third Amendment.
Section 8.4 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 8.5 Entire Third Amendment. The EDA, as modified by this Third
Amendment, together with the Exhibits attached hereto (if any), all of which are incorporated by
reference, embodies the entire EDA as modified by the Third Amendment 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 8.6 Executed Counterparts. This Third Amendment 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. Either party may execute this Third
Amendment by transmittal of a facsimile signature. It shall not be necessary in proving this Third
Amendment to produce or account for more than one of those counterparts.
Section 8.7 Extent of Covenants; No Personal Liability. All covenants, obligations
and agreements of the Parties contained in this Third Amendment 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 OSU other than in his or her official capacity, and neither the
members of the legislative body of Dublin, the trustees of OSU, nor any official executing this
Third Amendment shall be liable personally under this Third Amendment or be 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 OSU contained in this Third Amendment.
Section 8.8 Governing Law. This Third Amendment 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,
-17-
and OSU, its employees and agents, arising out of or relating to this Third Amendment or its breach
will be decided in a court of competent jurisdiction within Franklin County, Ohio.
Section 8.9 Limit on Liability. Notwithstanding any clause or provision of this Third
Amendment to the contrary, in no event shall Dublin or OSU 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 8.10 Notices. Except as otherwise specifically set forth in this Third
Amendment, 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 email with verified
read receipt, certified mail, postage prepaid and return receipt requested (addressed to the other
party at the address set forth in this Third Amendment or any addendum to or counterpart of this
Third Amendment, 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 mail at their respective Notice Address, or to such other
address or addresses as may be furnished by one party to the other.
Section 8.11 Recitals. The Parties acknowledge and agree that the facts and
circumstances as described in the Recitals hereto are an integral part of this Third Amendment and
as such are incorporated herein by reference.
Section 8.12 Severability. If any provision of this Third Amendment, 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 8.13 Survival of Representations and Warranties. All representations and
warranties of the Parties in this Third Amendment shall survive the execution and delivery of this
Agreement and the Premises Closing.
(END OF ARTICLE VIII – SIGNATURE PAGES TO FOLLOW)
-18-
IN WITNESS WHEREOF, the Parties have caused this Third Amendment 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: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed: Philip K. Hartmann
Title: Assistant Director of Law
-19-
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be executed in
their respective names by their duly authorized representatives, all as of the date first written above.
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
By:
Michael Papadakis, Senior Vice President
for Business and Finance & Chief Financial
Officer
-20-
FISCAL OFFICER’S CERTIFICATE
The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing Third
Amendment, certifies hereby that the moneys required to meet the obligations of the City during
Fiscal Year 2026 under the foregoing Third Amendment 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: __________, 2026
Matthew Rubino
Director of Finance
City of Dublin, Ohio
-21-
EXHIBIT LIST
EXHIBIT A – Premises
EXHIBIT B – Memorandum of the Third Amendment to the Economic Development Agreement
EXHIBIT C – Premises Reconveyance Agreement
-22-
EXHIBIT A
PREMISES
-23-
EXHIBIT B
MEMORANDUM OF THIRD AMENDMENT TO THE ECONOMIC DEVELOPMENT
AGREEMENT
THIS MEMORANDUM OF THIRD AMENDMENT TO THE ECONOMIC
DEVELOPMENT AGREEMENT (this “Second Memorandum”) is made and entered into as of
__________, 2026, is entered into by and between the City of Dublin, 5555 Perimeter Drive,
Dublin, Ohio, 43017, an Ohio municipal corporation (“Dublin”), and The Ohio State University
Planning Architecture and Real Estate, (Successor of the Ohio State University, on behalf of its
Wexner Medical Center), 1534 North High Street, Gateway D, 2nd floor, Columbus, Ohio 43201,
an instrumentality of the State of Ohio (“OSU”).
RECITALS:
A. Dublin and OSU have entered into that certain Third Amendment to the Economic
Development Agreement dated __________, 2026 (the “Third Amendment”), whereby Dublin, in
consideration of OSU’s agreement to construct not less than 150,000 square foot specialized
medical building in Dublin, agreed to the conveyance of Premises (as depicted on Attachment A
as Parcels A and B attached hereto and incorporated herein by reference).
B. Dublin and OSU desire to enter into and record this Third Memorandum for the
purpose of providing notice of certain provisions of the Third Amendment and their applicability
to the Premises.
AGREEMENTS:
In consideration of the foregoing recitals, specific reference is hereby made to the
following provisions of the Third Amendment (with capitalized terms not defined herein having
the respective meanings assigned to them in the Agreement):
1. Pursuant to the Agreement and the Premises Reconveyance Escrow Agreement
referenced therein, under certain limited circumstances, the Premises may be reconveyed from
OSU to Dublin.
2. The Third Amendment provides that, subject to certain conditions, the City will
finance and construct various Public Improvements which will support the development of the
Premises.
This Memorandum contains only selected provisions of the Third Amendment, and
reference is made to the text of the Third Amendment for the full terms, covenants and conditions.
This Memorandum shall not in any way amend or supersede the terms, conditions or intent of the
Third Amendment. A copy of the Third Amendment is on file at Dublin’s offices, located at 5200
-24-
Emerald Parkway, Dublin, Ohio 43017, and is available for the inspection of interested persons
during regular business hours.
(SIGNATURE PAGES TO FOLLOW)
-25-
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Third Amendment as of the day and year first written..
CITY OF DUBLIN, OHIO
By:
Printed: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed: Philip K. Hartmann
Title: Assistant Director of Law
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this _______ day of __________, 2026, before me a Notary Public personally appeared
Megan D. O’Callaghan and _________________, 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
-26-
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Third Amendment as of the day and year first written.
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
By:
Michael Papadakis, Senior Vice President for
Business and Finance & Chief Financial
Officer
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this _______ day of __________, 2026, before me a Notary Public personally appeared
_______________, the authorized representative of OSU, and acknowledged the execution of the
foregoing instrument, and that the same is his voluntary act and deed on behalf of OSU and the
voluntary act and deed of OSU.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
This instrument was prepared by:
Philip Hartmann, Esq.
FBT Gibbons
10 West Broad Street, Suite 2300
Columbus, OH 43215
(614) 464-1211
-27-
ATTACHMENT A
TO EXHIBIT C
LEGAL DESCRIPTION AND DEPICTION OF THE PREMISES
EXHIBIT C
PREMISES RECONVEYANCE ESCROW AGREEMENT
[Execution Copy]
REAL ESTATE PURCHASE AND SALE CONTRACT
This Real Estate Purchase and Sale Contract (“Contract”), dated as of this ___ day of
______________, 2026 (“Effective Date”), is entered into by and between City of Dublin, an
Ohio municipal corporation (“Seller”), and The Ohio State University, on behalf of its Wexner
Medical Center, an instrumentality of the State of Ohio and a public institution of higher education
pursuant to Section 3345 of the Ohio Revised Code (“Buyer”).
WITNESSETH:
WHEREAS, Seller owns the Property (defined below); and
WHEREAS, Seller and Buyer are parties to that certain Economic Development
Agreement, dated as of May 22, 2019, as amended by a certain First Amendment to Economic
Development Agreement dated effective October 1, 2024 and as further amended by a certain
Second Amendment to Economic Development Agreement dated effective February 17, 2026
(collectively and may be further amended or modified, the “EDA”); and
WHEREAS, simultaneously with the execution of this Contract, Seller and Buyer are
entering into a Third Amendment to Economic Development Agreement (the “Third Amendment
to EDA”) in connection with the acquisition of the Property, which, among other items, addresses
related public infrastructure work to be performed by Seller; and
WHEREAS, simultaneously with the execution of this Contract, Seller and Buyer are
entering into a Property Reconveyance Escrow Agreement (as defined in the Third Amendment to
EDA) in connection with the acquisition of the Property, which, among other items, addresses the
reconveyance of the Property to Seller in the event certain development conditions are not met;
and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the
Property, upon and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Property Transfer. At the Closing, Seller shall convey all of its right, title and interest
in and to that certain real property, together with all easements, privileges and
appurtenances thereto and any improvements located thereon, located on University
Boulevard in the City of Dublin, County of Franklin, State of Ohio, and containing
approximately 16.313 acres and being further identified Franklin County Auditor
Parcel Number 274-012327 (the “Property”), all as more particularly described and
depicted on Exhibit A attached hereto and made a part hereof.
2. Purchase Price. The aggregate purchase price for the Property shall be Two Million Nine
Hundred Thirty-Four Thousand and 00/100 Dollars ($2,934,000) (“Purchase Price”). The
Real Estate Purchase and Sale Contract - Dublin 2
Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall
be payable in full at Closing in cash by wire transfer of immediately available funds.
3. Earnest Money.
A. Deposit. Within ten (10) days of the execution and delivery of this Contract, Buyer
shall deposit with Stewart Title Company, 259 West Schrock Road, Westerville, OH
43081 (“Title Company”) an earnest money deposit in the sum of One Hundred
Thousand and 00/100 Dollars ($100,000) (the “Earnest Money”) in good funds, either
by certified bank or cashier’s check or by federal wire transfer. Title Company shall
hold the Earnest Money subject to the terms of this Contract in its non-interest bearing
trust account to be disbursed in accordance with the terms and conditions of this
Contract.
B. Payment of Monies. All monies payable under this Contract, unless otherwise specified
herein, shall be paid in U.S. dollars by wire transfer of immediately available funds.
C. Escrow Terms.
i. The Earnest Money, including the non-refundable portions, shall be applied
to the Purchase Price at Closing. If the Closing does not occur due to failure
to meet the requirements of the Third Amendment to EDA or for any reason
under this Contract or otherwise, and either party makes a written demand
upon Escrow Agent for delivery of the Earnest Money (or applicable portion
thereof) in accordance with the terms of this Contract, Escrow Agent shall
simultaneously give written notice to the other party of such demand. If
Escrow Agent does not receive a written objection from the other party to
the proposed payment of the Earnest Money (or applicable portion thereof)
within ten (10) business days after the giving of such notice, Escrow Agent
is hereby authorized to make such delivery or payment of the Earnest
Money (or applicable portion thereof). If Escrow Agent does receive such
written objection within such ten (10) business day period, or if for any
other reason Escrow Agent in good faith shall elect not to make such
payment of the Earnest Money (or applicable portion thereof), Escrow
Agent shall continue to hold the Earnest Money (or applicable portion
thereof) until Escrow Agent shall have received joint written instructions
from the parties to this Contract or an order from a court of competent
jurisdiction. Escrow Agent shall in addition have the right at any time to
tender the Earnest Money (or applicable portion thereof) to the clerk of the
court of the jurisdiction in which the Property is located. Escrow Agent
shall give written notice of such deposit to Seller and Buyer. Upon such
deposit Escrow Agent shall be relieved and discharged of all further
obligations and responsibilities hereunder.
ii. The parties acknowledge that Escrow Agent is acting solely as a stakeholder
at their request and for their convenience, that Escrow Agent shall not be
Real Estate Purchase and Sale Contract - Dublin 3
deemed to be the agent of either of the parties, and that Escrow Agent shall
not be liable to either of the parties for any act or omission on its part unless
taken or suffered in bad faith, in willful disregard of this Contract or
involving gross negligence.
iii. Escrow Agent has acknowledged agreement to these provisions by signing
in the place indicated on the signature page of this Contract.
4. Property Information. Within ten (10) business days of the Effective Date, Seller shall
deliver to Buyer copies of the most recent environmental reports, soils reports, wetlands reports,
surveys, title policies and zoning information relating to or affecting the Property and in Seller’s
possession (the “Property Information”).
5. Conditions Precedent to Closing
A. Buyer Conditions. The obligation of Buyer to consummate the transaction
hereunder shall be subject to and conditioned on the following:
i. Inspections Prior to Closing. Buyer shall have a period of ninety (90)
days after the Effective Date (the “Inspection Period”) to review the
Property Information and to access and inspect the Property, including
without limitation, conducting studies, appraisals, environmental
surveys, tests and reviews, with any agents, consultants or experts the
Buyer chooses, and Buyer shall have the right to extend the Inspection
Period for an additional sixty (60) days by providing written notice to
the Seller prior to the expiration of the Inspection Period.
Notwithstanding the foregoing, Buyer may not conduct any invasive
sampling, boring, testing, or analysis of soils, surface water or
groundwater at the Property without first having obtained prior written
approval of Seller, which such approval shall not be unreasonably
withheld, delayed or conditioned. Buyer shall keep the Property free and
clear of any liens during such access due to Buyer’s actions, or the
actions of its agents, employees or contractors, and Buyer shall, at its
sole cost and expense, repair any damage to the Property caused by
Buyer's entry onto the Property pursuant to this Section. If Buyer is not
in its sole discretion satisfied with its inspection of the Property or the
Property Information, Buyer shall have the right to terminate this
Contract by giving Seller written notice of termination on or before the
expiration of the Inspection, as may be extended hereunder, and to
receive a full refund of the Earnest Money. The failure by Buyer to give
Seller a termination notice pursuant to this provision shall be deemed a
waiver by Buyer of this condition.
ii. Development Rights. Buyer shall have a period not to exceed fourteen
(14) months after the Effective Date (“Development Rights Period”)
to apply for and pursue its desired Development Rights (hereinafter
Real Estate Purchase and Sale Contract - Dublin 4
defined) for Buyer’s planned development of the Property as may be
updated based upon the strategic plans of the Wexner Medical Center.
“Development Rights” shall include, without limitation, zoning and
variances if required; development plan; provision of public and private
utilities; access on public streets to and from the Property (including,
without limitation, curb cuts, traffic signals and off site road
improvements); engineering; plat approval; and such other rights to
develop the Property, all subject to Buyer’s satisfaction in accordance
with Buyer’s planned development of the Property. Seller hereby
agrees to reasonably cooperate and work in good faith with Buyer in
Buyer’s pursuit of the Development Rights during the term of this
Contract, including without limitation, to be a co-applicant with Buyer
on any applications. If Buyer is not able to obtain any of its desired
Development Rights during the Development Rights Period so that they
are legally effective, then Buyer shall have the right to extend the
Development Rights Period for no more than three (3) ninety (90) day
periods by delivering written notice to Seller prior to the expiration of
the Development Rights Period, or an extension of the Development
Rights Period, as the case may be.
If Buyer is unable to obtain the desired approvals during the
Development Rights Period, as may be extended pursuant to the terms
hereof, then Buyer shall have the right to terminate this Contract by
giving Seller written notice of termination on or before the expiration of
the Development Rights Period, as may be extended, and to receive a
full refund of the Earnest Money. The failure by Buyer to give Seller a
termination notice pursuant to this provision shall be deemed a waiver
by Buyer of this condition.
iii. Approvals. Prior to Closing, Buyer shall have obtained approvals
(“Approvals”) of this Contract and authority to consummate the
transaction contemplated hereunder from Buyer’s Board of Trustees,
the State of Ohio Controlling Board and as may otherwise be required
by applicable laws, rules and regulations; it being acknowledged by the
parties that Buyer must receive two (2) appraisals of the Property
supporting the Purchase Price, to be conducted by state certified and
MAI designated appraisers selected by Buyer, and approval of such
appraisals by the State of Ohio Department of Administrative Services.
If Buyer has not obtained its Approvals as provided above, then this
Contract shall automatically terminate, and Buyer shall receive a full
refund of the Earnest Money.
B. Seller Conditions. The obligation of Seller to consummate the transaction
hereunder shall be subject to and conditioned on Seller having obtained any
and all City of Dublin approvals, including, but not limited to, Council
approval of the Contract and Third Amendment to EDA.
Real Estate Purchase and Sale Contract - Dublin 5
C. Third Amendment to EDA. It is hereby agreed that, in the event that the
Third Amendment to EDA is terminated for any reason prior to Closing,
then such termination shall result in the automatic, simultaneous
termination of this Contract, unless otherwise agreed in writing by the
Parties, without any need for the Parties to acknowledge such termination;
it being acknowledged and agreed that the Earnest Money shall be returned
to Buyer unless such termination is due to a Buyer default in accordance
with Section 14B hereof.
6. DISCLAIMERS. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS
CONTRACT OR IN THE EDA, AS AMENDED BY THE THIRD AMENDMENT TO EDA,
IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT
AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND
OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS
AS TO HABITABILTIY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT
PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, VALUATION,
GOVERNMENTAL APPROVALS, COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE
PROPERTY AND SELLER EXPRESSSLY DISCLAIMS ANY REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE PROPERTY, EXCEPT AS
SPECIFICALLY SET FORTH IN THIS CONTRACT OR IN THE EDA, AS AMENDED
BY THE THIRD AMENDMENT TO EDA. BUYER ACKNOWLEDGES AND AGREES,
THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER, AND
BUYER SHALL ACCEPT THE PROPERTY, “AS IS, WHERE IS, WITH ALL FAULTS”,
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR OTHERWISE IN THIS
CONTRACT OR THE EDA, AS AMENDED BY THE THIRD AMENDMENT TO EDA.
BUYER ACKNOWLEDGES THAT BUYER WILL CONDUCT SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY,
AND WILL RELY SOLELY UPON THE SAME AND NOT UPON ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES
WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN
THIS CONTRACT AND/OR THE EDA, AS AMENDED BY THE THIRD AMENDMENT
TO EDA.
7. Review of Title/Survey.
A. Title. Buyer will obtain a commitment to issue an ALTA Owner’s Title Insurance
Policy for the Property, on the form currently being used in the State of Ohio (“Title
Commitment”), issued by the Title Company, during the Inspection Period, as may be
extended. The Title Commitment upon which the title insurance policy that will be issued
Real Estate Purchase and Sale Contract - Dublin 6
at the Closing is hereinafter referred to as the “Title Policy”. To be acceptable to Buyer,
the Title Commitment shall show in Seller good and marketable title, and shall commit to
insure said title free and clear of the standard printed exceptions contained in Schedule B
of the Title Commitment and Title Policy and free and clear of all liens, charges,
encumbrances and clouds of title, whatsoever, except as permitted by Sections 7 and 10
hereof.
For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit
to insure that all parcels of land are contiguous, if the legal description for the Property
includes more than one parcel and that there are no gaps nor gores among them; (ii) commit
to insure that on the Closing Date, the Property shall have direct or indirect access to
dedicated public highways; (iii) fully and completely disclose all easements, negative or
affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and
provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the
results of a special tax search and examination for any financing statements filed of record
which may affect the Property. At the Closing and as a condition of Closing, Buyer shall
obtain an endorsement to the Title Commitment updating the Title Commitment to the
Closing Date and showing no change in the state of the title to the Property. After Closing,
a final Title Policy that comports with the foregoing terms and conditions shall be issued
in the amount of the Purchase Price.
B. Survey. Buyer will obtain a survey (“Survey”) of the Property at Buyer’s sole cost
and expense. If a survey is provided by Seller as part of the Property Information, Buyer
shall be permitted to obtain an update of such survey.
C. Defects. In the event that Buyer’s examination of either the Title Commitment
(including any endorsements) or the Survey obtained hereunder discloses any matter
adversely affecting title to the Property, or if title to the Property is not marketable, or if
the Property is subject to liens, encumbrances, easements, conditions, restrictions,
reservations or other matters not satisfactory to Buyer, or in the event of any encroachment
or other defect shown by the Survey (the foregoing collectively referred to as “Defects”),
then Buyer shall have the option to provide Seller a written notice of any such Defects
(“Title Objection Notice”) within one hundred (120) days of the Effective Date (“Title
Review Period”). Buyer and Seller acknowledge that (i) there is a platted access easement
across the Property to the cemetery located adjacent to the Property, (ii) Seller intends to
transfer, and Buyer intends to acquire, the Property subject to such easement, and (iii)
Buyer shall have the right to review the platted easement, including any documentation in
connection therewith, as part of its examination of title and to object to the terms and
conditions thereof as a Defect (but not solely the existence thereof). Seller shall use
reasonable, good faith efforts to cure the Defects, but shall not be obligated to incur any
expense to do so, except as specifically provided herein. Notwithstanding the foregoing,
Seller shall be obligated to (i) remove any exception, restriction or encumbrance to the
Property which may be removed by the payment of a liquidated sum of money, (ii) remove
any mortgages upon the Property created by, or for the benefit of, Seller and (iii ) remove
any judgments or other liens (including mechanics or other statutory liens) upon the
Property created by, or in connection with, Seller, or as a result of the acts or omissions of
Real Estate Purchase and Sale Contract - Dublin 7
Seller (collectively, “Curable Encumbrances”). In the event Seller is unable or unwilling
to cure or remove the Defects prior to Closing, Seller shall give written notice of Seller's
inability or unwillingness to Buyer within ten (10) business days of receipt of the Title
Objection Notice. If Seller elects not to remove any such Defects, or if Seller does not
respond to the Title Objection Notice within such ten (10) business day period, which non-
response shall be deemed to mean that Seller has elected not to remove or cure such
Defects, then Buyer shall have ten (10) business days to make its election either:
a. To accept title to the Property subject to such Defects (except for the
Curable Encumbrance, which Seller shall be obligated to cure and remove
at or prior to Closing); or
b. To terminate this Contract upon written notice to Seller, and upon such
termination Buyer shall receive a full refund of the Earnest Money, this
Contract shall be deemed null and void and of no further force or effect, and
neither Buyer nor Seller shall have any further rights or obligations
hereunder, except those that by their terms expressly survive the expiration
or earlier termination of this Contract.
The failure by Buyer to timely give Seller a termination notice pursuant to this provision shall
be deemed a waiver by Buyer of this condition, except with respect to any Curable Encumbrances
and to any new liens, encumbrances, easements, conditions, restrictions, reservations or other
matters which may be disclosed by any continuation or update to the original Title Commitment
prior to Closing.
8. Damage or Destruction of Property. Risk of physical loss to the real estate and
improvements shall be borne by Seller, provided that if the Property shall be substantially
damaged or destroyed before Closing, Buyer may (a) proceed with the transaction and be entitled
to all insurance proceeds, if any, payable to Seller, under all policies covering the Property, up to
the amount of the Purchase Price, and Seller shall not be obligated to repair or restore the damage
to such Property on account of such casualty, or (b) rescind the Contract and thereby release all
parties from liability hereunder by giving written notice to Seller within ten (10) days after Buyer
has received written notice of such damage or destruction, together with the information necessary
to make such an election, including, without limitation, the amount of such insurance proceeds,
and upon such termination Buyer shall receive a full refund of the Earnest Money, this Contract
shall be deemed null and void and of no further force or effect, and neither Buyer nor Seller shall
have any further rights or obligations hereunder, except those that by their terms expressly survive
the expiration or earlier termination of this Contract. Failure by Buyer to so notify Seller shall
constitute an election to proceed with the transaction pursuant to (a) above. Seller covenants to
maintain in full force and effect the insurance policies currently in effect with respect to the
Property (or replacements continuing similar coverage), the amounts and types of which are as
follows: Four Hundred Million and 00/100 Dollars ($400,000,000.00) blanket limit property
coverage.
9. Condemnation. If between the date of this Contact and the Closing Date, any condemnation
or eminent domain proceedings are initiated that might result in the taking of any material part of
Real Estate Purchase and Sale Contract - Dublin 8
the Property, either Buyer or Seller may elect by giving written notice of its election to the other
party within ten (10) days after receiving written notice of such taking (a) to terminate this
Contract, and upon such termination Buyer shall receive a full refund of the Earnest Money,
including any non-refundable portions, this Contract shall be deemed null and void and of no
further force or effect, and neither Buyer nor Seller shall have any further rights or obligations
hereunder, except those that by their terms expressly survive the expiration or earlier termination
of this Contract, or (b) to proceed to Closing, in which event any compensation award paid or
payable as a result of such eminent domain proceedings up to the amount of the Purchase Price
shall be the sole property of Buyer as of the Closing, and Seller shall not be obligated to repairs or
restore the damage to such Property on account of such condemnation. If neither Buyer nor Seller
gives such written notice within such ten (10) day period, each party shall be deemed to have
selected option (b) above. Notwithstanding the foregoing, any condemnation or eminent domain
proceedings initiated by Seller with respect to any portion of the Property shall in no way impact
Seller’s obligations to under this Contract to transfer the Property to Buyer in accordance with the
terms hereof.
10. Conveyance and Closing. At Closing, Seller shall convey marketable title to the Property
to Buyer with the grantee being, at the election of Buyer, either “The State of Ohio and its
successors and assigns for the use and benefit of The Ohio State University” or “The Board of
Trustees for The Ohio State University”, by Limited Warranty Deed (“Deed”), in fee simple, free
of all liens and encumbrances except: (a) real estate taxes and assessments not yet due and payable,
(b) those created by or assumed by Buyer, (c) zoning ordinances and regulations which do not
interfere with the Buyer's proposed development and operation of the Property, (d) legal highways
and public rights-of-way which do not interfere with the Buyer's proposed development and
operation of the Property, (e) except as set forth in Section 5 hereof, easements, conditions,
restrictions, and covenants of record acceptable to Buyer which do not interfere with the Buyer's
proposed development and operation of the Property, and (f) such other exceptions not timely
objected to by Buyer as Defects pursuant to the provisions of Section 7 hereof (collectively, the
“Permitted Encumbrances”). Buyer shall be entitled to full and exclusive possession of the
Property, subject to the Permitted Encumbrances, as of the Closing Date.
The consummation of the transactions herein contemplated (the “Closing”) shall take place
within forty-five (45) days of the expiration of the Development Rights Period, as may be extended
(the “Closing Date”), subject to the satisfaction or waiver of the conditions precedent set forth in
Section 5 of this Contract.
11. Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated
between Seller and Buyer in the manner hereinafter set forth:
A. Seller shall pay all delinquent real estate taxes encumbering the Property, together
with penalties and interest thereon; all assessments which are a lien against the Property as of
the Closing Date (both current and reassessed, whether due or to become due and not yet
payable); all real estate taxes for years prior to the Closing Date; and any agricultural use roll
back taxes or tax recoupments, if any, for years through the year of Closing. Real estate taxes
for the Property for the then current calendar year shall be prorated as of the Closing Date,
and Seller shall credit against the Purchase Price, Seller’s pro rata portion of such taxes.
Seller’s pro rata portion of such taxes shall be based upon taxes actually assessed for the then
Real Estate Purchase and Sale Contract - Dublin 9
current calendar year or, if for any reason such taxes for the Property have not been actually
assessed, such proration shall be based upon the amount of such taxes for the immediately
preceding calendar year.
B. All rents, special assessments, community authority charges, service payments,
association dues, utility charges, and other normal operating charges pertaining to the
Property shall be prorated as of the Closing Date, except Seller shall be solely responsible
for paying on the Closing Date all violations, fines and late penalties relating to the
Property, and other charges outside of the normal operating charges of the Property for
periods prior to the Closing Date.
C. Seller shall pay for the transfer tax and/or deed stamp imposed by the Franklin
County Auditor's Office and recording fees other than those related to Buyer's financing.
The parties shall share the costs of any escrow fees charged by the Title Company. Except
as otherwise provided herein, each party shall pay its share of all other closing costs as is
normally paid by a seller or buyer, respectively, in a transaction of this character in the
county where the Property is located.
The provisions of this Section 11 shall survive the Closing.
12. Closing Costs.
A. Buyer’s Costs. Buyer will pay the following costs of closing this transaction:
i. One-half (½) of any escrow/closing fees of the Title Company;
ii. The costs and expenses of the Title Commitment and Survey;
iii. The cost of an ALTA owner’s title insurance policy without extended
coverage or special endorsements, whether pursuant to the Title
Commitment or otherwise;
iv. The cost of any title insurance in excess of the costs of an ALTA owner’s
policy without extended coverage or special endorsements, including any
additional premium charges for endorsements and/or deletions of exception
items and any costs attributed to any mortgagee insurance coverage;
v. Any recording fees, except for those related to the release of any Seller’s
lien or encumbrance; and
vi. The costs and fees incurred by Buyer or its representative(s) in inspecting
or evaluating the Property or closing this transaction, including, without
limitation, the costs and fees of its legal counsel.
B. Seller’s Costs. Seller will pay the following costs of closing this transaction:
i. Any Franklin County conveyance/transfer tax or deed stamp for the
conveyance of the Property to Buyer pursuant to this Contract;
ii. One-half (½) of any escrow/closing fees of the Title Company;
iii. The cost of all municipal services and public utility charges (if any) due
through the Closing Date; and
Real Estate Purchase and Sale Contract - Dublin 10
iv. The costs and fees incurred by Seller or its representative(s) in connection
with this Contract and/or closing this transaction, including, without
limitation, the costs and fees of its legal counsel.
Except as otherwise provided herein, each party shall pay its share of all other closing costs
as is normally paid by a seller or buyer, respectively, in a transaction of this character in the
county where the Property is located.
13. Closing.
A. Seller’s Deliveries. At the Closing, Seller shall deliver the Deed and such other
documents required herein.
B. Buyer’s Deliveries. At the Closing, Buyer shall deliver to Seller the Purchase Price,
as may be adjusted.
C. Joint Deliveries. At or prior to the Closing, Buyer and Seller shall jointly execute
and deliver a closing statement containing calculations or prorations and adjustments to the
Purchase Price and such other documents as may be legally necessary or appropriate to
carry out the terms of this Contract. Such documents shall include, but not be limited to a
certificate as to Seller's status under the Foreign Investment in Real Property Tax Act and
Seller's title affidavit regarding liens (mechanics' or other), unrecorded matters and parties
in possession and such other matters as typically contained therein.
14. Default.
A. Seller Default. If Seller shall refuse or fail to convey the Property as herein
provided for any reason other than (i) a default by Buyer, and the expiration of the cure
period, if any, provided under Section 16 F hereof, or (ii) any other provision of this
Contract which permits Seller to terminate this Contract or otherwise relieves Seller of the
obligation to convey the Property, Buyer shall elect as its sole remedy hereunder either (a)
to terminate the Contract and recover the Earnest Money and all actual out-of-pocket costs
and expenses incurred by Buyer with respect to engineering/design contracts Buyer has
entered into related to this Contract, and upon such termination this Contract shall be
deemed null and void and of no further force or effect, and neither Buyer nor Seller shall
have any further rights or obligations hereunder, except those that by their terms expressly
survive the expiration or earlier termination of this Contract, or (b) to enforce the Seller’s
obligation to convey the Property by the Deed, provided that no such action in specific
performance shall seek to require the Seller to do any of the following: (a) change the
condition of the Property, (b) expend money or post a bond to remove a title encumbrance
or defect or correct any matter shown on a survey of the Property, except the Curable
Encumbrances and otherwise to remove any mortgages upon the Property and to remove
any judgement or other liens (including without limitation, mechanic’s liens) upon the
Property, or (c) secure any permit, approval or consent with respect to the Property or
Seller’s conveyance of the Property.
Real Estate Purchase and Sale Contract - Dublin 11
B. Buyer Default. If Buyer shall become in breach of or default under this Contract
and such breach or default continues beyond the expiration of the cure period, if any,
provided in Section 16 F hereof, Seller shall elect as its sole remedy hereunder to terminate
the Contract and recover the Earnest Money, and upon such termination this Contract shall
be deemed null and void and of no further force or effect, and neither Buyer nor Seller shall
have any further rights or obligations hereunder, except those that by their terms expressly
survive the expiration or earlier termination of this Contract. Seller and Buyer agree that
the Earnest Money is a fair and reasonable amount to be retained by Seller as agreed and
liquidated damages in light of Seller’s removal of the Property from the market and the
costs incurred by Seller, and shall not constitute a penalty or a forfeiture.
15. Seller’s Warranties and Representations. In addition to any other representation or
warranty contained in this Contract, Seller hereby represents, covenants and warrants as follows:
A. The execution, delivery and performance by Seller of this Contract and the
performance by Seller of the transactions contemplated hereunder, and the conveyance and
delivery by Seller to Buyer of possession and title to the Property have each been duly
authorized by such persons or authorities as may be required, and on the Closing Date,
Seller shall provide Buyer and Title Company with resolutions, or other instruments, in
form satisfactory to Title Company, evidencing such authorization;
B. To the best of Seller’s knowledge, the obligations of Seller hereunder do not and
will not, violate any provision of any agreement or judicial order to which Seller or the
Property is subject;
C. From and after the Effective Date through and until the Closing Date, Seller shall
not enter into any covenant, restriction, encumbrance, right of lien, easement, lease or other
contract pertaining to the Property or take any action that could impact the Property or
Buyer’s intended development or use of the Property;
D. To the best of Seller's knowledge, there are no underground storage tanks and no
hazardous wastes or substances, located in, on, or about or generated from the Property
which may require removal or remediation or which may result in penalties under any
applicable law;
E. Seller shall not, without the prior written consent of Buyer, alter the natural
topography and vegetation currently existing on, in or about the Property, including, but
not limited to the cutting, burning or removal of any trees, removing any minerals or
topsoil, dumping of any soil, fill or other matter, or altering the natural flow of any water
courses located on the Property;
F. Seller has received no written notice of litigation, suit or condemnation or eminent
domain proceedings affecting the Property or Seller's ability to fulfill all of its obligations
under this Contract nor, has Seller received written notice threatening any such action;
Real Estate Purchase and Sale Contract - Dublin 12
G. Seller is not a “foreign person,” within the meaning of the federal Foreign
Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended;
H. There are no service contracts affecting the Property that will remain in effect after
the Closing;
I. There are no leases, licenses or other occupancy agreements affecting the Property
nor any claims to such leases, licenses, or other occupancy agreements;
J. Other than as may be for the benefit of Buyer, there are no rights of first refusal,
rights of first offer, options, or other similar agreements of any kind to purchase or
otherwise acquire or sell or otherwise dispose of the Property, or any interest therein, nor
any claims to such rights, options, or other agreements;
K. To the best of Seller’s knowledge, Seller has not received any written notice from
any governmental authority alleging that Seller presently is in breach or violation of, or not
in compliance with any applicable law, statute or regulation with respect to the Property.
The warranties, representations, covenants and agreements set forth in this Contract shall
not be cancelled by performance under this Contract, but shall survive the Closing and the delivery
of the Deed. All representations and warranties set forth in this Section 15 shall be true and correct
as of the date hereof and as of the Closing Date, and at Closing, if requested by Buyer, Seller shall
so certify, in writing, in form reasonably requested by Buyer.
16. Miscellaneous.
A. Entire Agreement. This Contract, together with the Exhibit attached hereto (if any),
all of which are incorporated by reference, is the entire agreement between the parties with
respect to the subject matter hereof, and no alteration, modification or interpretation hereof
shall be binding unless in writing and signed by both parties.
B. Severability. If any provision of this Contract or application to any party or
circumstances shall be determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Contract or the application of such
provision to such person or circumstances, other than those as to which it is so determined
invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.
C. Applicable Law. This Contract shall be construed and enforced in accordance with
the laws of the State of Ohio, without regard to the conflict of laws principles.
D. Assignability. At or prior to Closing, Buyer may assign this Contract to an
Affiliated Entity, as defined in Section 1.2 of the EDA, upon providing written notice to
Seller. Any such permitted assignee shall be deemed to have made any and all
representations and warranties made by Buyer hereunder, as if the assignee were the
original signatory hereto; it being acknowledged and agreed that the grantee entity as
Real Estate Purchase and Sale Contract - Dublin 13
required under Section 10 shall be the assignee. Any other assignment by Buyer shall be
subject to the prior written consent of Seller, not to be unreasonably withheld, delayed or
conditioned. If Buyer so requests Seller’s written consent to any assignment, Buyer shall
(i) notify Seller in writing of the proposed assignment, (ii) provide Seller with the name
and address of the proposed assignee, and (iii) provide Seller with a copy of the proposed
assignment, and any other pertinent information reasonably requested by Seller.
E. Successors Bound. This Contract shall be binding upon and inure to the benefit of
Buyer and Seller and their successors and permitted assigns.
F. Breach. Should either party be in breach of or default under this Contract or
otherwise fail to comply with any of the terms of this Contract, except as otherwise
provided herein, the non-defaulting party shall give the defaulting party written notice of
such default and the party in default shall then have ten (10) days thereafter to correct or
remedy the default. If the party in default fails to cure its default, the party not in default
shall have all rights provided for herein in Section 14 A and B, respectively.
G. Notices. Any notice required or provided for herein shall be sent to the applicable
address set forth below by certified mail, return receipt requested, e-mail or by personal
delivery, and shall be effective if sent via certified mail, three (3) business days after the
mailing thereof, or if sent via e-mail or personal delivery, the date of receipt thereof:
If to Buyer: The Ohio State University
Planning and Real Estate
Gateway D, 2nd Floor
1534 North High Street
Columbus, OH 43201
Attn: Director of Real Estate
E-Mail: repm@osu.edu and kennedy.463@osu.edu
With a copy to: The Ohio State University
Office of Legal Affairs
1590 North High Street
Columbus, OH 43201
Attn: General Counsel
E-Mail: garcia.680@osu.edu
If to Seller: City of Dublin
5555 Perimeter Drive
Dublin, Ohio 43017
Attn: City Manager
E-Mail: mocallaghan@dublin.oh.us
With copies to: FBT Gibbons LLP
10 West Broad Street – Suite 2300
Real Estate Purchase and Sale Contract - Dublin 14
Columbus, Ohio 43215
Attention: Law Director
Email: phartmann@fbtgibbons.com
H. Captions. The caption in this Contract are inserted only as a matter of convenience
and for reference and in no way define, limit or describe the scope of this Contract or the
scope or content of any of its provisions.
I. Time of Essence. Time is of the essence in this Contract.
J. Counterparts. This Contract may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument.
K. Proper Execution. The submission by this Contract in unsigned form from one
party to the other shall be deemed to be a submission solely for the other party’s
consideration and not for acceptance and execution. Such submission shall have no
binding force and effect, shall not constitute an option, and shall not confer any rights or
impose any obligations irrespective of any reliance thereon, change of position or partial
performance.
L. Broker’s Commissions. Seller and Buyer each represent and warrant to each other
that there are no claims for brokerage commissions or finder’s fees in connection with the
sale of the Property.
M. Further Assurances. Each party agrees that it will without further consideration
execute and deliver such other documents and take such other action, whether prior or
subsequent to Closing, as may be reasonably requested by the other party to consummate
more effectively the purposes of this Contract. The provisions of this Section 16 M shall
survive Closing.
N. No Third Party Beneficiaries. The provisions of this Contract and of the documents
to be executed and delivered at Closing are and will be for the benefit of Seller and Buyer
only and are not for the benefit of any third party. Accordingly, no third party shall have
the right to enforce the provisions of this Contract or of the documents to be executed and
delivered at Closing.
O. Construction. The parties acknowledge that the parties and their counsel have
reviewed and revised this Contract and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Contract or any exhibits or amendments hereto.
P. Termination of Contract. It is understood and agreed that if either Buyer or Seller
terminates this Contract pursuant to a right of termination granted hereunder, such
termination shall operate to relieve Seller and Buyer from all obligations under this
Real Estate Purchase and Sale Contract - Dublin 15
Contract, except for such obligations as are specifically stated herein to survive the
termination of this Contract.
Q. Party Obligations. The obligations of Seller and Buyer hereunder are binding only
on such party and shall not be personally binding upon, nor shall any resort be had to, the
private properties of any of the partners, officers, directors, members, shareholders,
beneficiaries, advisors or agents of such party, or of any partners, officers, directors,
members, shareholders, beneficiaries, advisors or agents of any of the foregoing.
[The remainder of this page intentionally left blank; signatures to follow]
Real Estate Purchase and Sale Contract - Dublin 16
IN WITNESS WHEREOF, Buyer and Seller have executed this Contract as of the date
set forth opposite their respective signatures below.
BUYER: SELLER:
THE OHIO STATE UNIVERSITY, CITY OF DUBLIN,
an instrumentality of the State of Ohio an Ohio municipal corporation
By: By:
Michael Papadakis Megan O’Callaghan
Senior Vice President for Business City Manager
and Finance and Chief Financial Officer
Date: ____________ ____, 2026 Date: ______________ ____, 2026
Agreed as to Section 3(C):
STEWART TITLE COMPANY
By:______________________
Name:
Title:
Real Estate Purchase and Sale Contract - Dublin 17
EXHIBIT A
Property
Page 1 of 9
PROPERTY RECONVEYANCE ESCROW AGREEMENT
This PROPERTY RECONVEYANCE ESCROW AGREEMENT (“Agreement”), dated
as of _________________, 2026 (the “Effective Date”), is entered into by and among the CITY
OF DUBLIN, an Ohio municipal corporation (“Dublin”), THE OHIO STATE UNIVERSITY,
on behalf of its Wexner Medical Center, an instrumentality of the State of Ohio (“OSU”), and
STEWART TITLE AGENCY, LLC, an Ohio limited liability company (“Escrow Agent”).
Dublin, OSU, and Escrow Agent may be referred to hereinafter individually as a “Party” and
collectively as the “Parties”.
RECITALS
WHEREAS, Dublin and OSU are parties to that certain Real Estate Purchase and Sale
Contract dated _____________ __, 2026 (the “PSA”), which provides the terms and conditions
under which Dublin has agreed to sell to OSU and OSU has agreed to purchase from Dublin
certain real property owned by Dublin which is more particularly described and depicted in
Exhibit A, which is attached hereto and incorporated herein by reference (the “Property”); and
WHEREAS, Dublin and OSU also are parties to that certain Economic Development
Agreement dated May 22, 2019 as amended by a certain First Amendment to Economic
Development Agreement with an effective date of October 1, 2024, Second Amendment with an
effective date of February 17, 2026 and Third Amendment to Economic Development
Agreement with an effective date of ____________ __, 2026 (collectively, the “EDA”), which
provides for the respective obligations of Dublin and OSU with respect to development of certain
property as identified in the EDA, including without limitation, the Property, and the installation
and construction of public improvements to serve such development, among other provisions;
and
WHEREAS, OSU’s development plans include not less than 150,000 square foot
specialized medical building on the Premises Property and/or Parcel C of Exhibit A of the EDA
as previously acquired by OSU (“Project Phase II”), as described in greater detail in the EDA;
and
WHEREAS, as partial consideration for Dublin’s agreement to transfer and convey
ownership of the Property to OSU pursuant to the PSA, Dublin and OSU have agreed that under
certain limited circumstances following the closing of the sale and conveyance of the Property
from Dublin to OSU (such closing to be referred to herein as the “Closing”), Dublin may elect to
have OSU reconvey the Property to Dublin; and
WHEREAS, to ensure that the reconveyance occurs as contemplated, Dublin and OSU
have agreed that, at the Closing, a Property Reconveyance Deed (as such term is defined in the
EDA) shall be deposited into escrow with the Escrow Agent and shall be held and released in
accordance with the terms of this Agreement; and
WHEREAS, the Parties desire to enter into this Agreement for the purpose of providing
the agreed-upon terms of the deposit, holding, and release of the Property Reconveyance Deed.
Page 2 of 9
NOW THEREFORE, for valuable consideration paid, the receipt and sufficiency of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree the
above recitals are incorporated herein by reference and as follows:
1. Escrow. Dublin acknowledges that OSU does not have the sole authority to
execute and deliver the Property Reconveyance Deed to the Escrow Agent and/or Dublin or to
consummate the reconveyance of the Property to Dublin. The execution and delivery of the
Property Reconveyance Deed and the reconveyance of the Property to Dublin by OSU require
the completion of the following prior actions (together, the “Required State Actions”): (i) as
required by Ohio law, the passage of legislation by the State of Ohio General Assembly
(“General Assembly”) or the approval of the Controlling Board of the Ohio Office of Budget and
Management to authorize the reconveyance of the Property to Dublin, and (ii) the execution of
the Property Reconveyance Deed by the State of Ohio Governor’s Office and the Secretary of
State of Ohio. If, on the date that the Closing has occurred (the “Closing Date”), the Required
State Actions have been completed, then at the Closing OSU shall deposit a fully executed and
acknowledged original version of the Property Reconveyance Deed with Escrow Agent. Escrow
Agent agrees that it will then hold the Property Reconveyance Deed in escrow and release the
same in accordance with the terms of this Agreement. OSU agrees to make reasonable good
faith efforts to seek and obtain the completion of the Required State Actions prior to Closing.
2. Holding and Release of Property Reconveyance Deed. The Property
Reconveyance Deed, when delivered to Escrow Agent, shall be undated except for the
acknowledgement contained therein. It shall be held and disbursed as follows:
(a) If OSU has not applied for and received a Foundation Only Permit and/or a
Building Permit related to Project Phase I from the City of Dublin or the State of Ohio, as the
case may be, and work pursuant to that Permit (“Permit Work”) has not commenced on or before
December 31, 2031 (the “Construction Start Date”), subject to Force Majeure (as defined in the
EDA) and to any Delay (as defined in the EDA), Dublin shall deliver written notice to OSU
which indicates this failure and shall provide a copy of the same to the Escrow Agent. If Permit
Work has still not commenced on or prior to the date that is one hundred eighty (180) days
following the date when OSU receives such written notice from Dublin (such date being referred
to herein as the “Reconveyance Deadline”), then Dublin shall be permitted to send a second
written notice to OSU and the Escrow Agent which requests that the Property Reconveyance
Deed be released from escrow and then promptly recorded with the Office of the Recorder of
Franklin County, Ohio (the “Recorder”). Upon receipt of this second written notice, Escrow
Agent shall wait for a period of thirty (30) days after OSU’s receipt of the notice and, if it has not
received a written objection to such request from OSU (with a copy to be provided by OSU to
Dublin) within that 30-day period, then Dublin shall deliver into escrow with the Escrow Agent
an amount of funds equal to the Purchase Price (as such term is defined in the PSA). Upon its
receipt of such funds, Escrow Agent shall disburse the funds to OSU, insert the date when the
funds are disbursed into the Property Reconveyance Deed, and then cause the Property
Reconveyance Deed to be recorded with the Recorder at OSU’s expense. If Escrow Agent
receives a timely written objection from OSU, the Escrow Agent shall proceed in accordance
with Section 2(d) below; or
Page 3 of 9
(b) If Permit Work has commenced on or before the Construction Start Date, then
OSU shall deliver written notice to the Escrow Agent to confirm such commencement and on the
same date provide a copy of the same to Dublin. Upon receipt of this second written notice,
Escrow Agent shall wait for a period of ten (10) days thereafter and, if it has not received a
written notice from Dublin during such 10-day period which indicates Dublin’s position that
Permit Work has not, in fact, commenced, Escrow Agent shall return the Property Reconveyance
Deed to OSU and OSU shall be permitted to destroy the same and shall no longer have any
obligation to reconvey the Property to Dublin. If Escrow Agent receives a timely written notice
from Dublin indicating Dublin’s position that Permit Work has not commenced, then Escrow
Agent shall proceed in accordance with Section 2(d) below; or
(c) As detailed in joint written and executed instructions duly executed by both
Dublin and OSU and which have been delivered to Escrow Agent; or
(d) If there is a dispute between Dublin and OSU with respect to the release of the
Property Reconveyance Deed from escrow, Escrow Agent may elect not to release or record the
Property Reconveyance Deed and may either hold the Property Reconveyance Deed until such
dispute is resolved by a court of competent jurisdiction, or deposit the Property Reconveyance
Deed with such court, resign its duties under this Agreement, and relinquish all of its
responsibilities hereunder.
3. Failure of Required State Actions. In the event that, on the Closing Date, the
Required State Actions have not been completed so that the Property Reconveyance Deed may
be deposited by OSU into escrow with the Escrow Agent at that time, then OSU shall have a
continuing obligation until Permit Work commences to continue to make reasonable good faith
efforts to obtain the Required State Actions. Should OSU obtain the Required State Actions after
the Closing Date but before the commencement of Permit Work, then it shall promptly deliver
the Property Reconveyance Deed to Escrow Agent and Escrow Agent shall hold the same in
escrow and release the Property Reconveyance Deed in accordance with Section 2 above. In the
event that the Required State Actions have not been obtained by OSU on or before the
Construction Start Date and Permit Work has not commenced, then OSU shall have a continuing
contractual obligation hereunder to reconvey the Property to Dublin subject to the notice or cure
periods in Section 2(a) and the Required State Actions being completed, and Dublin shall be
permitted to seek the remedy of specific performance under this Agreement from a court of
competent jurisdiction.
4. Duties of Escrow Agent. The duties of Escrow Agent are only as herein
specifically provided, and are purely ministerial in nature. Escrow Agent shall neither be
responsible for, or under, nor chargeable with knowledge of, the terms and conditions of any
other agreement, instrument or document in connection herewith, and shall be required to act
only as provided in this Agreement. This Agreement sets forth all the obligations of Escrow
Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and
no additional obligations of Escrow Agent shall be implied from the terms of this
Agreement or any other agreement. Escrow Agent shall incur no liability in connection with
the discharge of its obligations under this Agreement or otherwise in connection therewith,
Page 4 of 9
except such liability as may arise from the willful misconduct or gross negligence of Escrow
Agent.
5. Notice. Any notice required or provided for herein shall be sent to the applicable
address set forth below by certified mail, return receipt requested, by e-mail or by personal
delivery, and shall be effective if sent via certified mail, three (3) business days after the mailing
thereof, or if sent via e-mail or personal delivery, the date of receipt thereof:
If to OSU: The Ohio State University
Planning and Real Estate
Gateway D, 2nd Floor
1534 North High Street
Columbus, OH 43201
Attn: Director of Real Estate
E-Mail: repm@osu.edu and kennedy.463@osu.edu
With a copy to: The Ohio State University
Office of Legal Affairs
1590 North High Street
Columbus, OH 43201
Attn: General Counsel
E-Mail: garcia.680@osu.edu
If to Dublin: City of Dublin, Ohio
5555 Perimeter Drive
Dublin, Ohio 43017
Attention: City Manager
Email: mocallaghan@dublin.oh.us
copy to: FBT Gibbons LLP
10 West Broad Street – Suite 2300
Columbus, Ohio 43215
Attention: Law Director
Email:yashrawi@fbtgibbons.com
If to Escrow Agent: Stewart Title Agency, Inc.
259 W. Schrock Road
Westerville, Ohio 43081
Attention: ___________
Phone: ____________
Email: _____________
6. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts each of
which shall be deemed to be an original and all of which when taken together, will be deemed to
Page 5 of 9
constitute one and the same. Executed copies of this Agreement exchanged in electronic format
shall be deemed to be originals for all purposes hereunder.
(b) The headings of the sections of this Agreement are provided for
convenience only and will not affect its construction or interpretation.
(c) Neither the failure nor any delay of any party in exercising any right,
power or privilege under this Agreement or the documents referred to in this Agreement will
operate as a waiver of such right, power, or privilege and no single partial exercise of any such
right, power, or privilege will preclude any other or further exercise of any such right, power or
privilege or the exercise of any other right, power or privilege.
(d) This Agreement may not be amended except by a written agreement
executed by OSU, Dublin, and the Escrow Agent.
(e) This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
(f) This Agreement shall be interpreted and the rights and liabilities of the
Parties hereto determined in accordance with the laws of the State of Ohio.
(g) As between OSU and Dublin, if any terms of this Agreement conflict with
any terms in the PSA the terms of the PSA shall control.
[Signature page follows]
Page 6 of 9
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed so as to be effective on the Effective Date
DUBLIN:
CITY OF DUBLIN, OHIO
By:
Printed: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed: Philip K. Hartman
Title: Assistant Director of Law
Page 7 of 9
OSU:
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
By: ___________________________________
Michael Papadakis, Senior Vice President
for Business and Finance & Chief Financial
Officer
ESCROW AGENT:
STEWART TITLE AGENCY, LLC,
an Ohio limited liability company
By:____________________________
Name: _________________________
Title: __________________________
Page 8 of 9
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 2026 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: __________, 2026
Matthew Rubino
Director of Finance
City of Dublin, Ohio
Page 9 of 9
EXHIBIT A
Property
REAL ESTATE PURCHASE AND SALE CONTRACT
This Real Estate Purchase and Sale Contract ("Contract'), dated as of this 18 day of
June , 2019 ("Effective Date"), is entered into by and between City of Dublin, an
Ohio municipal corporation ("Seller"), and The Ohio State University, on behalf of its Wexner
Medical Center, an instrumentality of the State of Ohio ("Buyer").
WITNESSETH:
WHEREAS, Seller owns the Property (defined below); and
WHEREAS, simultaneously with the execution of this Contract, Seller and Buyer are
entering into an Economic Development Agreement (the "Development Agreement") in
connection with the acquisition of the Property, which, among other items, addresses related
public infrastructure work to be performed by Seller and certain income tax incentives to Buyer
from Seller; and
WHEREAS, simultaneously with the execution of this Contract, Seller and Buyer are
entering into a Property Reconveyance Escrow Agreement (as defined in the Development
Agreement) in connection with the acquisition of the Property, which, among other items,
addresses the reconveyance of the Property to Seller in the event certain development conditions
are not met; and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
the Property, upon and subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Property Transfer. At the Closing, Seller shall convey all of its ri ght, title and
interest in and to that certain real property, together with all easements, privileges
and appurtenances thereto and any improvements located thereon, located on
Eiterman Road in the City of Dublin, County of Franklin, State of Ohio, and
containing approximately 34 acres and being further identified as portions of
Franklin County Auditor Parcel Numbers 273-008174-00, 273-008175-00, and 274-
001114-00 (collectively, the "Property"), all as more particularly described and
depicted on Exhibit A attached hereto and made a part hereof. Notwithstanding
anything to the contrary contained herein, the parties acknowledge and agree that (i)
the exact boundary line for the southern border of the Property is not yet finalized
as Seller is working to finalize the boundaries of the Realignment of Shier-Rings
Road (as such term is defined in the Development Agreement) and (ii) the Purchase
Price (as defined in Section 2 below) is currently based upon a per acre price equal
to $94,558. Accordingly, the parties agree that, in the event that such finalization of
the location of the Realignment of Shier-Rings Road in accordance with the terms
of the Development Ageement alters the southern-most boundary line of the
Property, then the parties shall promptly enter into an amendment to this Contract to
correctly set forth the exact legal description and acreage of the Property and all
references in the Contract to "Property" shall be deemed to be the Property as set
forth in such amendment. Further, such amendment shall adjust the Purchase Price
based upon the fi nal acreage and the per acre price set forth above.
2. Purchase Price. The aggregate purchase price for the Property shall be Three Million
Two Hundred Fifteen Thousand and 00/100 Dollars ($3,215,000) ("Purchase Price"), as may be
amended in accordance with Section 1 hereof. The Purchase Price, as increased or decreased by
prorations and adjustments as herein provided, shall be payable in full at Closing in cash by wire
transfer of immediately available funds.
3. Earnest Monev.
A. Deposit• Within ten (10) days of the execution and delivery of this Contract, Buyer
shall deposit with Stewart Title Company, 259 West Schrock Road, Westerville, OH
43082 ("Title Company") an earnest money deposit in the sum of One Hundred
Thousand and 00/100 Dollars ($100,000) (the "Earnest Money") in good funds,
either by certified bank or cashier's check or by federal wire transfer. Title Company
shall hold the Earnest Money subject to the terms of this Contract in its non-interest
bearing trust account to be disbursed in accordance with the terms and conditions of
this Contract.
B. Payment of Monies. All monies payable under this Contract, unless otherwise
specified herein, shall be paid in U.S. dollars by wire transfer of immediately
available funds.
C. Escrow Terms.
The Earnest Money, including the non-refundable portions, shall be
applied on the Purchase Price at Closing. If the Closing does not occur
due to failure to meet the requirements of the Development Agreement or
for any reason under this Contract or otherwise, and either party makes a
written demand upon Escrow Agent for delivery of the Earnest Money (or
applicable portion thereo fl in accordance with the terrns of this Contract,
Escrow Agent shall simultaneously give written notice to the other party
of such demand. If Escrow Agent does not receive a written objection
from the other party to the proposed payment of the Earnest Money (or
applicable portion thereof within ten (10) business days after the giving
of such nonce, Escrow Agent is hereby authorized to make such delivery
or payment of the Earnest Money (or applicable portion thereof . If
Escrow Agent does receive such written objection within such ten (10)
business day period, or if for any other reason Escrow Agent in good faith
shall elect not to make such payment of the Earnest Money (or applicable
portion thereof , Escrow Agent shall continue to hold the Earnest Money
(or applicable portion thereo fl until Escrow Agent shall have received
joint written instructions from the parties to this Contract or an order from
Real Estate Purchase and Sale Contract -Dublin 2
a court of competent jurisdiction. Escrow Agent shall in addition have the
right at any time to tender the Earnest Money (or applicable portion
thereo fl to the clerk of the court of the jurisdiction in which the Property is
located. Escrow Agent shall give written notice of such deposit to Seller
and Buyer. Upon such deposit Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.
ii. The parties acknowledge that Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, that Escrow Agent
shall not be deemed to be the agent of either of the parties, and that
Escrow Agent shall not be liable to either of the parties for any act or
omission on its part unless taken or suffered in bad faith, in willful
disregard of this Contract or involving gross negligence.
iii. Escrow Agent has acknowledged agreement to these provisions by signing
in the place indicated on the signature page of this Contract.
4. Property Information. Within ten (10) business days of the Effective Date, Seller shall
deliver to Buyer copies of the most recent environmental reports, soils reports, wetlands reports,
surveys, title policies and zoning information relating to or affecting the Property and in Seller's
possession (the "Property Information").
5. Conditions of Buyer Precedent to Closing
The obligation of Buyer to consummate the transaction hereunder shall be subject to and
conditioned on the following:
A. Inspections Prior to Closing. Buyer shall have a period of one hundred
eighty (180) days after the Effective Date (the "Inspection Period") to
review the Property Information and to access and inspect the Property,
including without limitation, conducting studies, appraisals, environmental
surveys, tests and reviews, with any agents, consultants or experts the
Buyer chooses. Notwithstanding the foregoing, Buyer may not conduct
any invasive sampling, boring, testing, or analysis of soils, surface water
or groundwater at the Property without fi rst having obtained prior written
approval of Seller, which such approval shall not be unreasonably
withheld, delayed or conditioned. Within five (5) business days of the
Effective Date, Seller shall deliver written documentation to Buyer from
all the current owners of the Property (other than Seller) evidencing
Buyer's access and inspection rights hereunder. Buyer shall keep the
Property free and clear of any liens during such access due to Buyer's
actions, or the actions of its agents, employees or contractors, and Buyer
shall, at its sole cost and expense, repair any damage to the Property
caused by Buyer's entry onto the Property pursuant to this Section. If
Buyer is not in its sole discretion satisfied with its inspection of the
Property or the Property Information, Buyer shall have the ri ght to
Real Estate Purchase and Sale Contract -Dublin 3
terminate this Contract by giving Seller written notice of termination on or
before the expiration of the Inspection Period and to receive a full refund
of the Earnest Money. The failure by Buyer to give Seller a termination
notice pursuant to this provision shall be deemed a waiver by Buyer of this
condition.
B. Development Rights. Buyer shall have a period not to exceed fourteen
(14) months after the Effective Date ("Development Rights Period") to
apply for and pwsue its desired Development Rights (hereinafter defined)
for Buyer's planned development of the Property. "Development Rights"
shall include, without limitation, zoning and variances if required (either
as an "Innovation District" or a PUD classification or otherwise); fi nal
development plan; provision of public and private utilities; access on
public streets to and from the Property (including, without limitation, curb
cuts, traffic signals and ofF site road improvements); engineering; plat
approval; and such other rights to develop the Property, all subject to
Buyer's satisfaction in accordance with Buyer's planned development of
the Property. Seller hereby agrees to reasonably cooperate and work in
good faith with Buyer in Buyer's pursuit of the Development Rights
during the term of this Contract, including without limitation, to be a co-
applicant with Buyer on an y applications. If Buyer is not able to obtain
any of its desired Development Rights during the Development Rights
Period so that they are legally effective, then Buyer shall have the right to
extend the Development Rights Period for no more than three (3) ninety
(90) day periods by delivering written notice to Seller prior to the
expiration of the Development Rights Period, or an extension of the
Development Rights Period, as the case may be.
If Buyer is unable to obtain the desired approvals during the Development
Rights Period, as may be extended pursuant to the terms hereof, then
Buyer shall have the right to terminate this Contract by giving Seller
written notice of termination on or before the expiration of the
Development Rights Period, as may be extended, and to receive a full
refund of the Earnest Money. The failure by Buyer to give Seller a
termination notice pursuant to this provision shall be deemed a waiver by
Buyer of this condition.
C. Approvals. Prior to Closing, Buyer shall have obtained approvals
("Approvals") of this Contract and authority to consummate the
transaction contemplated hereunder from Buyer's Board of Trustees, the
State of Ohio Controlling Board and as may otherwise be required by
applicable laws, rules and regulations; it being acknowledged by the
parties that Buyer must receive two (2) appraisals of the Property
supporting the Purchase Arice, to be conducted by state certified and MAI
designated appraisers selected by Buyer, and approval of such appraisals
by the State of Ohio Department of Administrative Services. If Buyer has
Real Eshate Purchase and Sale Contract -Dublin 4
not obtained its Approvals as provided above, then this Contract shall
automatically terminate and Buyer shall receive a full refund of the
Earnest Money.
It is hereby agreed that, in the event that the Development Agreement is terminated for
any reason prior to Closing, then such termination shall result in the automatic,
simultaneous termination of this Contract, unless otherwise agreed in writing by the
Parties, without an y need for the Parties to acknowledge such termination; it being
acknowledged and agreed that the Earnest Money shall be returned to Buyer unless such
termination is due to a Buyer default in accordance with Section 14B hereof.
6. DISCLAIMERS. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS
CONTRACT OR IN THE DEVELOPMENT AGREEMENT, IT IS UNDERSTOOD AND
AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO
HABITABILTIY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR
ENVIRONMENTAL CONDITIONS, UTILITIES, VALUATION, GOVERNMENTAL
APPROVALS, COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS,
OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY AND SELLER
EXPRESSSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE PROPERTY, EXCEPT AS SPECIFICALLY SET FORTH IN TI3IS
CONTRACT OR IN THE DEVELOPMENT AGREEMENT. BUYER
ACKNOWLEDGES AND AGREES, THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT THE PROPERTY, "AS IS,
WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED FOR OTHERWISE IN THIS CONTRACT OR THE DEVELOPMENT
AGREEMENT. BUYER ACKNOWLEDGES THAT BUYER WILL CONDUCT SUCH
INVESTIGATIONS OF TI3E PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY,
AND WILL RELY SOLELY UPON THE SAME AND NOT UPON ANY
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR
EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE
EXPRESSLY SET FORTH IN THIS CONTRACT AND/OR THE DEVELOPMENT
AGREEMENT.
7. Review of Title/Survey.
A. Title. Buyer will obtain a commitment to issue an ALTA Owner's Title Insurance
Policy for the Property, on the form currently being used in the State of Ohio ("Title
Commitment"), issued by the Title Company, within sixty (60) days of the Effective
Date. The Title Commitment upon which the title insurance policy that will be issued at
Real Estate Purchase and Sale Contract -Dublin 5
the Closing is hereinafter referred to as the "Title Policy". To be acceptable to Buyer,
the Title Commitment shall show in Seller good and marketable title, and shall commit to
insure said title free and cleaz of the standazd printed exceptions contained in Schedule B
of the Title Commitment and Title Policy and free and clear of all liens, charges,
encumbrances and clouds of title, whatsoever, except as permitted by Sections 7 and 10
hereof.
For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit
to insure that all parcels of land are contiguous, if the legal description for the Property
includes more than one parcel and that there are no gaps nor gores among them; (ii)
commit to insure that on the Closing Date, the Property shall have direct or indirect
access to dedicated public highways; (iii) fully and completely disclose all easements,
negarive or affirmative, rights-of-way, ingress or egress or any other appurtenances to the
Property and provide insurance coverage in respect to all of such appurtenant rights; and
(iv) include the results of a special tax search and examination for any financing
statements fi led of record which may affect the Property. At the Closing and as a
condition of Closing, Buyer shall obtain an endorsement to the Title Commitment
updating the Title Commitment to the Closing Date and showing no change in the state of
the title to the Property. After Closing, a fi nal Title Policy that comports with the
foregoing terms and conditions shall be issued in the amount of the Purchase Price.
B. Survev. Buyer will obtain a survey ("Survey") of the Property at Buyer's sole
cost and expense. If a survey is provided by Seller as part of the Property Informarion,
Buyer shall be permitted to obtain an update of such survey.
C. Defects. In the event that Buyer's examination of either the Title Commitment
(including any endorsements) or the Survey obtained hereunder discloses any matter
adversely affecting title to the Property, or if title to the Property is not marketable, or if
the Property is subject to liens, encumbrances, easements, conditions, restricrions,
reservations or other matters not satisfactory to Buyer, or in the event of any
encroachment or other defect shown by the Survey (the foregoing collectively referred to
as "Defects"), then Buyer shall have the option to provide Seller a written notice of any
such Defects ("Title Objection Notice") within one hundred (120) days of the Effective
Date ("Title Review Period"). Seller shall use reasonable, good faith efforts to cure the
Defects, but shall not be obligated to incur any expense to do so, except as specifically
provided herein. Notwithstanding the foregoing, Seller shall be obligated to (i) remove
any exceprion, restriction or encumbrance to the Property which maybe removed by the
payment of a liquidated sum of money, (ii) remove any mortgages upon the Property
created by, or for the benefit of, Selier and (iii) remove any judgments or other liens
(including mechanics or other statutory liens) upon the Property created by, or in
connection with, Seller, or as a result of the acts or omissions of Seller (collectively,
"Curable Encumbrances"). In the event Seller is unable or unwilling to cure or remove
the Defects prior to Closing, Seller shall give written. notice of Seller's inability or
unwillingness to Buyer within ten (10) business days of receipt of the Title Objection
Notice. If Seller elects not to remove any such Defects, or if Seller does not respond to
the Title Objection Notice within such ten (10) business day period, which non-response
Real Es~ite Purchase and Sale Contract -Dublin 6
shall be deemed to mean that Seller has elected not to remove or cure such Defects, then
Buyer shall have ten (10) business days to make its election either:
a. To accept title to the Property subject to such Defects (except for the
Curable Encumbrance, which Seller shall be obligated to cure and remove
at ar prior to Closing); or
b. To terminate this Contract upon written notice to Seller, and upon such
termination Buyer shall receive a full refund of the Earnest Money, this
Contract shall be deemed null and void and of no further force or effect,
and neither Buyer nor Seller shall have any further rights or obligations
hereunder, except those that by their terms expressly survive the
expiration or earlier termination of this Contract.
The failure by Buyer to timely give Seller a termination notice pursuant to this provision shall
be deemed a waiver by Buyer of this condition, except with respect to any Curable
Encumbrances and to any new liens, encumbrances, easements, conditions, resfictions,
reservations or other matters which may be disclosed by any continuation or update to the
original Title Commitment prior to Closing.
8. Damage or Destruction of Property. Risk of physical loss to the real estate and
improvements shall be borne by Seller, provided that if the Property shall be substantially
damaged or destroyed before Closing, Buyer may (a) proceed with the transaction and be entitled
to all insurance proceeds, if any, payable to Seller, under all policies covering the Property, up to
the amount of the Purchase Price, and Seller shall not be obligated to repair or restore the
damage to such Property on account of such casualty, or (b) rescind the Contract and thereby
release all parties from liability hereunder by giving written notice to Seller within ten (10) days
after Buyer has received written notice of such damage or destruction, together with the
information necessary to make such an election, including, without limitation, the amount of
such insurance proceeds, and upon such termination Buyer shall receive a full refund of the
Earnest Money, this Contract shall be deemed null and void and of no further force or effect, and
neither Buyer nor Seller shall have any further ri ghts or obligations hereunder, except those that
by their terms expressly survive the expiration or earlier termination of this Contract. Failure by
Buyer to so notify Seller shall constitute an election to proceed with the transaction pursuant to
(b) above. Seller covenants to maintain in full force and effect the insurance policies currently in
effect with respect to the Property (or replacements continuing similar coverage), the amounts
and types of which are as follows: Four Hundred Million and 00/100 Dollars ($400,000,000.00)
blanket limit property coverage.
9. Condemnation. If between the date of this Contact and the Closing Date, any
condemnation or eminent domain proceedings are initiated that might result in the taking of an y
material part of the Property, either Buyer or Seller may elect by giving written notice of its
election to the other party within ten (10) days after receiving written notice of such taking (a) to
terminate this Contract, and upon such termination Buyer shall receive a full refund of the
Earnest Money, including any non-refundable portions, this Contract shall be deemed null and
void and of no further force or effect, and neither Buyer nor Seller shall have any further rights
Real Estate Purchase and Sale Contract -Dublin ~
or obligations hereunder, except those that by their terms expressly survive the expiration or
earlier termination of this Contract, or (b) to proceed to Closing, in which event any
compensation award paid or payable as a result of such eminent domain proceedings up to the
amount of the Purchase Price shall be the sole property of Buyer as of the Closing, and Seller
shall not be obligated to repairs or restore the damage to such Property on account of such
condemnation. If neither Buyer nor Seller gives such written notice within such ten (10) day
period, each party shall be deemed to have selected option (b) above. Notwithstanding the
foregoing, any condemnation or eminent domain proceedings initiated by Seller with respect to
any portion of the Property shall in no way impact Seller's obligations to under this Contract to
transfer the Property to Buyer in accordance with the terms hereof.
10. Conveyance and Closing. At Closing, Seller shall convey marketable title to the Property
to Buyer with the grantee being, at the election of Buyer, either "The State of Ohio and its
successors and assigns for the use and benefit of The Ohio State University" or "The Board of
Trustees for The Ohio State University", by Limited Warranty Deed ("Deed"), in fee simple,
free of all liens and encumbrances except: (a) real estate taxes and assessments not yet due and
payable, (b) those created by or assumed by Buyer, (c) zoning ordinances and regulations which
do not interfere with the Buyer's proposed development and operation of the Property, (d) legal
highways and public rights-of-way which do not interfere with the Buyer's proposed
development and operation of the Property, (e) except as set forth in Section 5 hereof, easements,
conditions, restrictions, and covenants of record acceptable to Buyer which do not interfere with
the Buyer's proposed development and operation of the Property, and (fl such other exceptions
not timely objected to by Buyer as Defects pursuant to the provisions of Section 7 hereof
(collectively, the "Permitted Encumbrances"). Buyer shall be entitled to full and exclusive
possession of the Property, subject to the Permitted Encumbrances, as of the Closing Date.
The consummation of the transactions herein contemplated (the "Closing") shall take
place within thirty (30) days of the expiration of the Development Rights Period, as may be
extended (the "Closing Date"), subject to the satisfaction or waiver of the conditions precedent
set forth in Section 5 of this Contract.
1 l . Adiushnents and Prorations. At Closing, the following items shall be adjusted or
prorated between Seller and Buyer in the manner hereinafter set forth:
A. Seller shall pay all delinquent real estate taxes encumbering the Property, together
with penalties and interest thereon; all assessments which are a lien against the Property as
of the Closing Date {both current and reassessed, whether due or to become due and not yet
payable); all real estate taxes for years prior to the Closing Date; and any agricultural use
roll back taxes or tax recoupments, if any, for years through the year of Closing. Real estate
taxes for the Property for the then current calendar year shall be prorated as of the Closing
Date, and Seller shall credit against the Purchase Price, Seller's pro rata portion of such
taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for
the then current calendaz year or, if for any reason such taxes for the Property have not been
actually assessed, such proration shall be based upon the amount of such taxes for the
immediately preceding calendar year.
Real Estate Aurchase and Sale Contract -Dublin 8
B. All rents, special assessments, community authority charges, service payments,
association dues, utility charges, and other normal operating charges pertaining to the
Property shall be prorated as of the Closing Date, except Seller shall be solely responsible
for paying on the Closing Date all violations, fines and late penalties relating to the
Property, and other charges outside of the normal operating charges of the Property for
periods prior to the Closing Date.
C. Seller shall pay for the transfer tax and/or deed stamp imposed by the Franklin
County Auditor's Office and recording fees other than those related to Buyer's fi nancing.
The parties shall share the costs of any escrow fees charged by the Title Company.
Except as otherwise provided herein, each party shall pay its share of all other closing
costs as is normally paid by a seller or buyer, respectively, in a transaction of this
character in the county where the Property is located.
The provisions of this Section 11 shall survive the Closing.
12. Closing Costs.
A. Buver's Costs. Buyer will pay the following costs of closing this transaction:
i. One-half ('/z) of any escrow/closing fees of the Title Company;
ii. The costs and expenses of the Title Commitment and Survey;
iii. The cost of an ALTA owner's title insurance policy without extended
coverage or special endorsements, whether pursuant to the Title
Commitment or otherwise;
iv. The cost of any title insurance in excess of the costs of an ALTA owner's
policy without extended coverage or special endorsements, including any
addirional premium charges for endorsements and/or deletions of
exception items and any costs attributed to any mortgagee insurance
coverage;
v. Any recording fees, except for those related to the release of any Seller's
lien or encumbrance; and
vi. The costs and fees incurred by Buyer or its representatives) in inspecting
or evaluating the Property or closing this transaction, including, without
limitation, the costs and fees of its legal counsel.
B. Seller's Costs. Seller will pay the following costs of closing this transaction:
i. Any Franklin County conveyance/transfer tax or deed stamp for the
conveyance of the Property to Buyer pursuant to this Contract;
ii. One-half (%z) of any escrow/closing fees of the Title Company;
iii. The cost of all municipal services and public utility charges (if any) due
through the Closing Date; and
iv. The costs and fees incurred by Seller or its representatives) in connection
with this Contract and/or closing this transaction, including, without
limitation, the costs and fees of its legal counsel.
Real Estate Purchase and Sale Contract -Dublin 9
Except as otherwise provided herein, each party shall pay its share of all other closing costs
as is normally paid by a seller or buyer, respectively, in a transaction of this character in the
county where the Property is located.
13. Closing.
A. Seller's Deliveries. At the Closing, Seller shall deliver the Deed and such other
documents required herein.
B. Buver's Deliveries. At the Closing, Buyer shall deliver to Seller the Purchase
Price, as may be adjusted.
C. Joint Deliveries. At or prior to the Closing, Buyer and Seller shall jointly execute
and deliver a closing statement containing calculations or prorations and adjustments to
the Purchase Price and such other documents as may be legally necessary or appropriate
to carry out the terms of this Contract. Such documents shall include, but not be limited
to a certificate as to Seller's status under the Foreign Investment in Real Property Tax Act
and Seller's title affidavit regarding liens (mechanics' or other), unrecorded matters and
parties in possession and such other matters as typically contained therein.
14. Default.
A. Seller Default. If Seller shall refuse or fail to convey the Property as herein
provided for any reason other than (i) a default by Buyer, and the expiration of the cure
period, if any, provided under Section 16 F hereof, or (ii) any other provision of this
Contract which permits Seller to terminate this Contract or otherwise relieves Seller of
the obligation to convey the Property, Buyer shall elect as its sole remedy hereunder
either (a) to terminate the Contract and recover the Earnest Money and all actual out-of-
pocket costs and expenses incurred by Buyer with respect to engineering/design contracts
Buyer has entered into related to this Contract, and upon such termination this Contract
shall be deemed null and void and of no further force or effect, and neither Buyer nor
Seller shall have an y further rights or obligations hereunder, except those that by their
terms expressly survive the expiration or eazlier termination of this Contract, or (b) to
enforce the Seller's obligation to convey the Property by the Deed, provided that no such
action in specific performance shall seek to require the Seller to do any of the following:
(a) change the condition of the Property, (b) expend money or post a bond to remove a
title encumbrance or defect or correct any matter shown on a survey of the Property,
except the Curable Encumbrances and otherwise to remove any mortgages upon the
Property and to remove any judgement or other liens (including without limitation,
mechanic's liens) upon the Property, or (c} secure any permit, approval or consent with
respect to the Property or Seller's conveyance of the Property.
B. Buyer Default. If Buyer shall become in breach of or default under this Contract
and such breach or default continues beyond the expiration of the cure period, if any,
provided in Section 16 F hereof, Seller shall elect as its sole remedy hereunder to
terminate the Contract and recover the Earnest Money, and upon such terminarion this
Real Estate Purchase and Sale Contract -Dublin 10
Contract shall be deemed null and void and of no further force or effect, and neither
Buyer nor Seller shall have any further rights or obligations hereunder, except those that
by their terms expressly survive the expiration or earlier termination of this Contract.
Seller and Buyer agree that the Earnest Money is a fair and reasonable amount to be
retained by Seller as agreed and liquidated damages in light of Seller's removal of the
Property from the market and the costs incurred by Seller, and shall not constitute a
penalty or a forfeiture.
15. Seller's Warranties and Representations. In addition to any other representation or
warranty contained in this Contract, Seller hereby represents, covenants and warrants as follows:
A. The execution, delivery and performance by Seller of this Contract and the
performance by Seller of the transactions contemplated hereunder, and the conveyance
and delivery by Seller to Buyer of possession and title to the Property have each been
duly authorized by such persons or authorities as may be required, and on the Closing
Date, Seller shall provide Buyer and Title Company with resolutions, or other
instruments, in form satisfactory to Title Company, evidencing such authorization;
B. To the best of Seller's knowledge, the obligations of Seller hereunder do not and
will not, violate any provision of any agreement or judicial order to which Seller or the
Property is subject;
C. From and after the Effective Date through and until the Closing Date, Seller shall
not enter into any covenant, restriction, encumbrance, right of lien, easement, lease or
other contract pertaining to the Property or take any action that could impact the Property
or Buyer's intended development or use of the Property;
D. To the best of Seller's knowledge, there are no underground storage tanks and no
hazardous wastes or substances, located in, on, or about or generated from the Property
which may require removal or remediation or which may result in penalties under any
applicable law;
E. Other than with respect to the Work (as hereinafter defined), Seller shall not,
without the prior written consent of Buyer, alter the natural topography and vegetation
currently existing on, in or about the Property, including, but not limited to the cutting,
burning or removal of any trees, removing any minerals or topsoil, dumping of any soil,
fi ll or other matter, or altering the natural flow of any water courses located on the
Property;
F. Seller has received no written notice of litigation, suit or condemnation or
eminent domain proceedings affecting the Property or Seller's ability to fulfill all of its
obligations under this Contract nor, has Seller received written notice threatening any
such action;
G. Seller is not a "foreign person," within the meaning of the federal Foreign
Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, as amended;
Real Estate Purchase and Sale Contract -Dublin 11
H. There are no service contracts affecting the Property that will remain in effect
after the Closing;
I. There are no leases, licenses or other occupancy agreements affecting the
Property nor any claims to such leases, licenses, or other occupancy agreements;
J. There are no rights of first refusal, rights of first offer, options, or other similar
agreements of any kind to purchase or otherwise accZuire or sell or otherwise dispose of
the Property, or any interest therein, nor any claims to such rights, options, or other
agreements;
K. To the best of Seller's knowledge, Seller has not received any written notice from
any governmental authority alleging that Seller presently is in breach or violation of, or
not in compliance with any applicable law, statute or regulation with respect to the
Property.
The warranties, representations, covenants and agreements set forth in this Contract shall
not be cancelled by performance under this Contract, but shall survive the Closing and the
delivery of the Deed. All representations and warranties set forth in this Section 15 shall be true
and correct as of the date hereof and as of the Closing Date, and at Closing, if requested by
Buyer, Seller shall so certify, in writing, in form reasonably requested by Buyer.
16. Miscellaneous.
A. Entire Agreement. This Contract, together with the Exhibit attached hereto (if
any), all of which are incorporated by reference, is the entire agreement between the
parties with respect to the subject matter hereof, and no alteration, modification or
interpretation hereof shall be binding unless in writing and signed by both parties.
B. Severability. If any provision of this Contract or application to any party or
circumstances shall be determined by any court of competent jurisdiction to be invalid
and unenforceable to any extent, the remainder of this Contract or the application of such
provision to such person or circumstances, other than those as to which it is so
determined invalid or unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent permitted bylaw.
C. Auplicable Law. This Contract shall be construed and enforced in accordance with
the laws of the State of Ohio, without regard to the conflict of laws principles.
D. Assi ability. At or prior to Closing, Buyer may assign this Contract to an
Affiliated Entity, as defined in Section 1.2 of the Development Agreement, upon
providing written notice to Seller. Any such permitted assignee shall be deemed to have
made any and all representations and warranties made by Buyer hereunder, as if the
assignee were the original signatory hereto; it being acknowledged and agreed that the
grantee entity as required under Secrion 10 shall be the assignee. Any other assignment
Rea] Estate Purchase and Sale Contract -Dublin 12
by Buyer shall be subject to the prior written consent of Seller, not to be unreasonably
withheld, delayed or conditioned. If Buyer so requests Seller's written consent to any
assignment, Buyer shall (i) notify Seller in writing of the proposed assignment, (ii)
provide Seller with the name and address of the proposed assignee, and (iii) provide
Seller with a copy of the proposed assignment, and any other pertinent information
reasonably requested by Seller.
E. Successors Bound. This Contract shall be binding upon and inure to the benefit
of Buyer and Seller and their successors and permitted assigns.
F. Breach. Should either party be in breach of or default under this Contract or
otherwise fail to comply with any of the terms of ,this Contract, except as otherwise
provided herein, the non-defaulting party shall give the defaulting party written notice of
such default and the party in default shall then have ten (10) days thereafter to correct or
remedy the default. If the party in default fails to cure its default, the party not in default
shall have all ri ghts provided for herein in Section 14 A and B, respectively.
G. Notices. Any notice required or provided for herein shall be sent to the applicable
address set forth below by certified mail, return receipt requested, or by personal
delivery, and shall be effective if sent via certified mail, three (3) business days after the
mailing thereof, or if sent via personal delivery, the date of receipt thereof:
If to Buyer: The Ohio State University
Planning and Real Estate
1534 North High Street
Columbus, OH 43201
Attu: Director of Real Estate
With a copy to: The Ohio State University
Office of Legal Affairs
1590 North High Street
Columbus, OH 43201
Attn: General Counsel
If to Seller: City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
Attn: City Manager
H. Captions. The caption in this Contract are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope of this
Contract or the scope or content of any of its provisions.
Time of Essence. Time is of the essence in this Contract.
Real Estate Purchase and Sale Contract -Dublin 13
J. Counterparts. This Contract may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument.
K. Proper Execution. The submission by this Contract in unsigned form from one
party to the other shall be deemed to be a submission solely for the other party's
consideration and not for acceptance and execution. Such submission shall have no
binding force and effect, shall not constitute an option, and shall not confer an y ri ghts or
impose any obligations irrespective of any reliance thereon, change of position or partial
performance.
L. Broker's Commissions. Seller and Buyer each represent and warrant to each
other that there are no claims for brokerage commissions or finder's fees in connection
with the sale of the Property.
M. Further Assurances. Each party agrees that it will without further consideration
execute and deliver such other documents and take such other action, whether prior or
subsequent to Closing, as may be reasonably requested by the other party to consummate
more effecrively the purposes of this Contract. The provisions of this Section 16 M shall
survive Closing.
N. No Third Party Beneficiaries. T'he provisions of this Contract and of the
documents to be executed and delivered at Closing are and will be for the benefit of
Seller and Buyer only and are not for the benefit of any third party. Accordingly, no third
party shall have the ri ght to enforce the provisions of this Contract or of the documents to
be executed and delivered at Closing.
O. Construction. The parties acknowledge that the parties and their counsel have
reviewed and revised this Contract and that the normal rule of constriction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Contract or any exhibits or amendments hereto.
P. Termination of Contract. It is understood and agreed that if either Buyer or Seller
terminates this Contract pursuant to a right of termination granted hereunder, such
termination shall operate to relieve Seller and Buyer from all obligations under this
Contract, except for such obligations as are specifically stated herein to survive the
terminarion of this Contract.
Q. Party Obligations. The obligations of Seller and Buyer hereunder are binding
only on such party and shall not be personally binding upon, nor shall any resort be had
to, the private properties of any of the partners, officers, directors, members,
shareholders, beneficiaries, advisors or agents of such party, or of any partners, officers,
directors, members, shareholders, beneficiaries, advisors or agents of any of the
foregoing.
[The remainder of this page intentionally left blank; signatures to follow]
Real Estate Purchase and Sale Contract -Dublin 14
IN WITNESS WHEREOF, Buyer and Seller have executed this Contract as of the date
set forth opposite their respective signatures below.
BUYER:
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
By:
Michael Papadaki
Senior Vice President of Business
and Finance and Chief Financial Officer
Date: S , 2019
Agreed as to Section 3(C~:
STEWART TITLE COMPANY
Name:
Title:
SELLER:
CITY OF DUBLIN,
an Ohio municipal corporation
Date: .Sf ~ , 2019
Real Estate Purchase and Sale Contract -Dublin 15
IN WITNESS WHEREOF, Buyer and Seller have executed this Contract as of the date
set forth opposite their respective signatures below.
BUYER:
THE (.?HIq STATE UNIVERSITY,
~ instrumentaliky of the State of Ohio
By: ~2~~ ~.~--.~
Michael Papadakis
Senior Vice President of Business
and Finance and Chief Financial pf~icer
Date: I"`a-L~~ , 2x19 ---.~.
Title: /S~~ ~ ~
f l ~~, ~~
Real Estate Purchase and Sale Contract -Dublin 1~
SELLER:
CITY OF DUBLIN,
an Ohio municipal corporation
. `i./.1..~/1_ _ S
Date: S~ 2 , 2019
Pro e
Real Fstabe Purchase and Sale Contract -Dublin 1C
Parcel Description
33.822 Acres
North of Sheir-Rings Road
West of Avrey Road
-1-
Situated in the State of Ohio, County of Franklin, Ciry of Dublin, being in Virginia Military Survey
No. 3452, being part of a 73.650 acre tract of land conveyed to the City of Dublin, Ohio of record
in Instrument Number 201607070086744 and being part of a 9.293 acre tract of land described
as Parcel I and part of a 19.548 acre tract of land described as Parcel II both conveyed to the
City of Dublin, both being of record in Instrument Number 201812180170863, said 33.822 acres
more particularly described as follows:
Beginning, in the northerly line of said 73.650 acre tract, at the southeasterly corner of said
Parcel I and at the southwesterly comer of a 4.428 acre tract of land described as Parcel 2-WL
and conveyed to the State of Ohio of record in Official Record 2779, Page 696;
S 04° 48' 39" E, 1071.43 feet to angle point;
S 41° 50' 59" W, 40.92 feet to a point in the northerly right-of-way line of the proposed
relocation of Sheir-Rings Road;
Thence continuing across said 73.650 acre tract of land and along said proposed northerly right-
of-way the following finrelve (12) courses;
N 51° 02' 11" W, 119.88 feet to a point of curvature;
with a curve to the left, having a central angle of 21° 07' 15" and a radius of 1448.50
feet, an arc length of 533.96 feet, a chord bearing and chord distance of N 61° 35' 49"
W, 530.94 feet to a point of tangency;
N 72° 09' 26" W, 315.78 feet to angle point;
N 39° 22' 53" W, 70.94 feet to angle point;
N 04° 55' 56" E, 49.34 feet to angle point;
N 72° 09' 26" W, 80.00 feet to angle point;
S 30° 21' 16" W, 32.26 feet to angle point;
S 68° 16' 57" W, 31.38 feet to a point of curvature;
with a curve to the right, having a central angle of 09° 22' 13" and a radius of 780.00
feet, an arc length of 127.56 feet, a chord bearing and chord distance of N 84° 57' 08"
W, 127.42 feet to a second point of curvature;
with a curve to the right, having a central angle of 08° 06' 35" and a radius of 680.00
feet, an arc length of 96.25 feet, a chord bearing and chord distance of N 76° 12' 44" W,
96.17 feet to a point of tangency;
Parcel Description
33.822 Acres
North of Sheir-Rings Road
West of Avrey Road
-2-
N 72° 09' 26" W, 68.66 feet to a point of curvature;
with a curve to the right, having a central angle of 18° 03' 33" and a radius of 1451.50
feet, an arc length of 457.50 feet, a chord bearing and chord distance of N 63° 07' 40"
W, 455.61 feet to an angle point;
Thence N 17° 52' 47" E, across said 73.650 acre tract, across said Parcel II and across said
Parcel I, 828.73 feet to a point in the northerly line of said Parcel I, in the southerly Limited
Access Right-of-Way line of U.S. Route 33 (FRA 33-0.34) and also being in the southerly line of
a 7.558 acre tract of land described as a 7.558 acre tract of land described as Parcel 1-WL and
conveyed to the State of Ohio of record in Official Record, Page 116;
Thence along the northerly line of said Parcel I, along the southerly line of said Parcel 1-WL and
along said southerly Limited Access Right-of-Way line, the following two (2) courses;
with a curve to the left, having a central angle of 12° 23' 39" and a radius of 3989.53
feet, an arc length of 863.01 feet, a chord bearing and chord distance of S 69° 41' 25"
E, 861.33 feet to a point of tangency;
S 81° 06' 35" E, 591.53 feet to a northeasterly corner of said Parcel I, the southeasterly
corner of Parcel 1-WL and being in the westerly line of said Parcel 2-WL;
Thence S 04° 39' 09" E, along the easterly line of said Parcel I, along the westerly Vine of said
Parcel 2-WL and continuing along said Limited Access Right-of-Way line, 75.30 feet to the True
Point of Beginning, and containing 33.822 acres of land, more or less
Subject, however, to all legal highways, easements, and restrictions.
This exhibit was prepared by Advanced Civil Design, Inc. from information obtained at the
Franklin County Auditors Office, the Franklin County Recorder's Once and information obtained
from an actual field survey conducted by Advanced Civil Design, Inc. in March of 2019.
To be updated for transfer purposes upon completion of designs for the southern boundary
roadway, and also subject to comments from Franklin County after their review.
ADVANCED CIVIL DESIGN, INC.
Z:\I8-0003-I 14~,Swvey\I8-0003-I 14 33.822 ac parcel desc.doc
EXECUTION COPY
FIRST AMENDMENT TO
ECONOMIC DEVELOPMENT AGREEMENT
This First Amendment to Economic Development Agreement (“First Amendment”) ’
dated as of this __Ist__ day of October 2024 (“First Amendment Effective Date”), is entered
into by and between the City of Dublin, an Ohio municipal corporation (“Dublin”), and The Ohio
State University, on behalf of its Wexner Medical Center, an instrumentality of the State of
Ohio (“OSU”).
WITNESSETH:
WHEREAS, Dublin and OSU are parties to that certain Economic Development
Agreement, dated as of May 22, 2019 (“EDA”), pursuant to which, among other things, Dublin
agreed to provide to OSU an economic development incentive and OSU agreed to proceed with
the development of an ambulatory medical facility on real property as identified in the EDA; and
WHEREAS, also within the EDA, OSU has certain rights of first offer to adjacent
parcels owned by Dublin, and the parties now desire to modify such rights; and
WHEREAS, OSU is requesting an extension to its rights of first offer and first refusal to
adjacent parcel owned by Dublin, identified as Parcel A in the EDA; and
WHEREAS, Dublin is willing to provide the requested extension for one year subject to
OSU’s agreements set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained and continued in the Agreement, Seller and Buyer agree as follows:
AGREEMENT:
lL. Defined Terms. All capitalized terms which are used in this First Amendment but
are not defined herein shall have the meanings given to them in the EDA.
2: Health and Wellness Campus.
a. Section 5.6(a)(ii) shall be modified to include the following language at the
end of the section: “Within 90 days of the First Amendment Effective Date,
Dublin and OSU shall determine, in writing, how to spend the $50,000 (.e.,
$25,000 by each Party) the Parties committed to contribute toward a joint
marketing program, which may include, but is not limited to, retaining a third-
party marketing consultant. To comply with the Parties’ stated objective in
Section 5.6(a)(i) to accelerate the development of Parcels A, B, D, and E,
Page 1 of 4
Docusign Envelope ID: 6BA55B20-AFE8-4242-9512-961375FF19DB
EXECUTION COPY
within six (6) months of the First Amendment Effective Date, OSU shall
formally submit a development concept plan to the City for Parcel A, and
shall present the City with a bona fide development agreement proposal for
Parcel A. Failure to comply with the requirements of this section within the
specified timeline shal] automatically terminate this First Amendment but
shall result in no other remedy or liability. For avoidance of doubt, OSU shall
not be deemed to be in default under the EDA for failure to formally submit
such a plan and/or proposal.”
3. ROFO/ROFR.
a. Section 5.6(c)(i) shall be modified such that “October 1, 2024” shall be
deleted and “October 1, 2025” shall be inserted in its place. The following
sentence shall be added to the end of this Section 5.6(c)(i): “During such
period, OSU and the City shall enter into a purchase agreement and
development agreement with the City for Parcel A prior to the expiration of
the Parcel A ROFO. Failure to meet with the requirements of the previous
sentence within the specified timeline shall automatically terminate this First
Amendment but shall result in no other remedy or liability. For avoidance of
doubt, no Party shall be deemed to be in default under the EDA for failure to
enter into a purchase agreement and/or development agreement.”
b. Section 5.6(c)(iii) shall be modified such that “October 1, 2024” shall be
deleted and “October 1, 2025” shall be inserted in its place. The following
sentence shall be added to the end of this Section 5.6(c)(iii): “During such
period, OSU and the City shall enter into a purchase agreement and
development agreement with the City for Parcel A prior to the expiration of
the Parcel A ROFR. Failure to meet with the requirements of the prior
sentence within the specified timeline shall automatically terminate this First
Amendment but shall result in no other remedy or liability. For avoidance of
doubt, no Party shall be deemed to be in default under the EDA for failure to
enter into a purchase agreement and/or development agreement.”
4, No Other Amendments. Dublin and OSU agree that no other amendments are
being made to the EDA except as expressly set forth in this First Amendment.
Page 2 of 4
Docusign Envelope ID: 6BA55B20-AFE8-4242-9512-961375FF19DB
EXECUTION COPY
5. Counterparts. This First Amendment may be executed and delivered in any number
of counterparts, each of which so executed and delivered shall be deemed to be an original and all
of which shall constitute one and the same instrument.
[Signature page follows]
Page 3 of 4
Docusign Envelope ID: 6BA55B20-AFE8-4242-9512-961375FF19DB
EXECUTION COPY
IN WITNESS WHEREOF, Dublin and OSU have executed this First Amendment as of
the dates set forth opposite their respective signatures below.
OSU:
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
ay Vth f bpetes
Michael Papadakis
Senior Vice President of Business
and Finance and Chief Financial Officer
Date: Ochoh ar va , 2024
DUBLIN:
CITY OF DUBLIN,
an Ohio municipal corporation
‘DocuSigned by: By: (Mayan 6Cllaguan
Megan O’ Callaghan
City Manager
_ 10/4/2024 Date , 2024
Approved as to Form:
Signed by:
Byles Alara
Director of Law
Page 4 of 4
{00457066-1}Page 1 of 3
SECOND AMENDMENT TO
ECONOMIC DEVELOPMENT AGREEMENT
This Second Amendment to Economic Development Agreement (“Second Amendment”),
dated as of this __ day of February, 2026 (“Second Amendment Effective Date”), is entered into
by and between the City of Dublin, an Ohio municipal corporation (“Dublin”), and The Ohio State
University, on behalf of its Wexner Medical Center, an instrumentality of the State of Ohio
(“OSU”).
RECITALS:
WHEREAS, Dublin and OSU are parties to that certain Economic Development
Agreement, dated as of May 22, 2019, as amended by a certain First Amendment to Economic
Development Agreement dated effective October 1, 2024 (collectively, the “EDA”), pursuant to
which, among other things, Dublin agreed to provide to OSU an economic development
incentive and OSU agreed to proceed with the development of an ambulatory medical facility on
real property as identified in the EDA; and
WHEREAS, also within the EDA, OSU has certain rights of first offer to adjacent
parcels owned by Dublin, and the parties now desire to modify such rights; and
WHEREAS, OSU is requesting an extension to its rights of first offer and first refusal to
adjacent parcel owned by Dublin, identified as Parcel A in the EDA; and
WHEREAS, Dublin is willing to provide the requested extension for one year subject to
OSU’s agreements set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained and continued in the EDA, Seller and Buyer agree as follows:
AGREEMENT:
1.Defined Terms. All capitalized terms which are used in this Second Amendment
but are not defined herein shall have the meanings given to them in the EDA.
Docusign Envelope ID: 6AE1EC0D-3992-4A50-BDC3-53BA0C3485DD
17
{00457066-1}Page 2 of 3
2. ROFO/ROFR.
a. Section 5.6(c)(i) shall be modified such that “October 1, 2025” shall be
deleted and “October 1, 2026” shall be inserted in its place. The following
sentence shall be added to the end of this Section 5.6(c)(i): “OSU shall enter
into a purchase agreement and development agreement with the City for
Parcel A prior to the expiration of the Parcel A ROFO. Failure to comply
with the requirements of this section within the specified timeline shall
automatically terminate this Second Amendment.”
b. Section 5.6(c)(iii) shall be modified such that “October 1, 2025” shall be
deleted and “October 1, 2026” shall be inserted in its place. The following
sentence shall be added to the end of this Section 5.6(c)(iii): “OSU shall enter
into a purchase agreement and development agreement with the City for
Parcel A prior to the expiration of the Parcel A ROFR. Failure to comply with
the requirements of this section within the specified timeline shall
automatically terminate this Second Amendment.”
3. No Other Amendments. Dublin and OSU agree that no other amendments are
being made to the EDA except as expressly set forth in this Second Amendment.
4. Incorporation of Recitals. The Recitals portion of this Second Amendment is
hereby incorporated by this reference to the same extent and as fully as though it were here
rewritten in its entirety.
5. Counterparts. This Second Amendment may be executed and delivered in any
number of counterparts, each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument.
[Signature page follows]
Docusign Envelope ID: 6AE1EC0D-3992-4A50-BDC3-53BA0C3485DD
Docusign Envelope ID: 6AE1EC0D-3992-4A50-BDC3-53BA0C3485DD
February 11