The URL can be used to link to this page

Ordinance 008-19RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 08-19 Ordinance No. Passed AN ORDINANCE AUTHORIZING THE CONVEYANCE OF CERTAIN REAL PROPERTY AND THE PROVISION OF CERTAIN INCENTIVES TO THE OHIO STATE UNIVERSITY TO INDUCE IT TO ESTABLISH A COMPREHENSIVE AMBULATORY MEDICAL FACILITY WITHIN THE CITY; AND AUTHORIZING THE EXECUTION OF A REAL ESTATE PURCHASE AND SALE CONTRACT, A PROPERTY RECONVEYANCE ESCROW AGREEMENT AND AN ECONOMIC DEVELOPMENT AGREEMENT. WHEREAS, consistent with its Economic Development Strategy (the "Strategy/ approved by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated Strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to encourage development and create and preserve jobs and employment opportunities within the City; and WHEREAAS, The Ohio State University C'05U� desires to develop a comprehensive ambulatory medical facility of not less than 225,000 sq. ft. in size which is anticipated to include a comprehensive range of outpatient services and spaces, inclusive of conference and educ=ation spaces, medical and surgical specialty clinics, complementary testing and treatment services, and four ambulatory surgical operating rooms (the "Project) within the City; and WHEREAS, the City has determined that the development and operation of the Project will be compatible with and an enhancement to Dublin's medical, biosciences and healthcare services industries as envisioned in Dublin's Economic Advancement Zone; and WHEREiAS, this Council has determined that it is necessary and appropriate and in the best interests of the City to convey certain real property and provide certain economic development incentives to OSU, as described in the proposed Real Estate Purchase and Sale Contract, Property Reconveyance Escrow Agreement and Economic Development Agreement; and WHEREAS, this Council has determined to convey certain real property and offer the economic; development incentives, the terms of which are set forth in substantially final forms of Real Estate Purchase and Sale Contract, the Property Reconveyance Escrow Agreement and Economic Development Agreement, all presently on file in the office of the Clerk of Council, to induce OSU to develop and operate the Project within the City, which will result: in the creation of new jobs and employment opportunities, thereby improving the economic; welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Sed. -ion 13 of the Ohio Constitution; NOW THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, of the elected members concurring, that: Section 1_ The Real Estate Purchase and Sale Contract, the Property Reconveyance Escrow Agreement and the Economic Development Agreement, each by and between the City and DSU, and each in the form presently on file with the Clerk of Council, respectively providing for, among other things, the conveyance of certain real property to OSU and the provision of certain economic development incentives to OSU, all in consideration for OSU's agreement to develop and operate the Project within the City, which will result in the creation of new jobs and employment opportunities, are each hereby approved and authorized with changes therein 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 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 BARRETT BROTHERS - DAYTON, OHIO Ordinance No. 08-19 RECORD OF ORDINANCES tPM@jJ of 2 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. 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, alll in compliance with the law including Section 121.22 of the Revised Code. Section qE. This Ordinan by lay4j / Sio ied: Major - Presioing Officer Attest: 1--011' v Clerk of Council sl}6II be in full force and effect on the earliest date permitted Passed:a-,r2019 Effective: 2019 C^"" a131ne Development Department City of Dublin 5800 Shier Rings Road • Dublin, OH 43016 Phone: 614.410.4600 • Fax: 614.410.4747 -Mc U To: Members of Dublin City Council From: Dana L. McDaniel, City Manag _ Date: April 1, 2019 Initiated By: Donna Goss, Director of Development Jennifer Readler, Law Director Re: Ordinance No. 08-19 - The Ohio State University Wexner Medical Center Outpatient Care - Dublin Background On March 11, 2019, Dublin City Council held the first reading of Ordinance No. 08-19 for an economic development agreement between the City of Dublin and The Ohio State University, as well as a real estate purchase agreement and re -conveyance agreement. The development agreement proposes a project on city -owned property compromising in part of Parcels #274-001114; #273-008174; 273- 008175; and 273-008176 totaling approximately 34 acres along Eiterman and Shier Rings Road. This acreage was purchased by the City for the purpose of economic development opportunities and to promote a broader development strategy due to the highly visible frontage along OH 161/SR33, and accessible frontage along Eiterman Road within the West Innovation District. The Ohio State University project is proposed to be developed in two phases. The first phase (Phase 1) will include a comprehensive ambulatory medical facility not less than 225,000 Sq. Ft. in size to support a wide range of outpatient services and spaces, inclusive of conference and education spaces, medical and surgical specialty clinics, complementary testing and treatment services, and four ambulatory surgical operating rooms. OSU expects to proceed with a second phase project to construct additional medical facilities on the property, the scope and timing for which remain undefined at this time. City Staff and OSU have worked collaboratively and collegially to draft the terms a Development Agreement (Agreement) for this project. The major purpose of the Agreement is to provide the financial framework by which the City's and the Developer's respective public and private improvement obligations are established. At the meeting on March 11, Council was concerned about provisions in the Agreement that deed restricted certain adjacent City -owned property to exclude services that would be directly competitive to OSU. In response, City Staff and OSU propose the following modifications. W-ONISMA01-341 WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY Dublin, Ohio vARCQ'A' \ .I• PAP L E n2z 1 G: •i U� I. ,�" J 1 \.\ PARCEL'S' jf^e"i. fir•"' .. \ \ • / r I YA— —9 t I THE OHIO STATE UNIVERSITY I G2 Development Agreement Terms and Conditions . � T We eliminated the deed restriction that concerned Council. The only deed restriction that now applies is a height restriction on the parcels to the south of the Project, which has been increased from 30 feet to 40 feet as a result of Council input. Instead, a new section has been added in Section 5.6 focusing, in the spirit of partnership and collaboration, on the cooperative development of the parcels adjacent to the project. As identified in the map above, Parcels A, B, D, and E will be jointly marketed to support common objectives of OSU and the City to further Dublin's economic development efforts and provide expanded medical care to Dublin's residents. To achieve this goal in the most expeditious manner possible, OSU and Dublin will each contribute $25K to promote the site under the direction and guidance of a committee with regularly scheduled meetings and comprised of members from both Dublin and OSU. Understanding that Phase I of the project will serve as an anchor for future development, OSU will identify initial uses for the project within six months of receipt of the certificate of occupancy to inform the marketing strategy for targeted development of complementary uses. Until October 1, 2026, OSU shall have the right to review and approve any development proposals consistent with Section 5.6(a), which approval shall not be unreasonably withheld. Any proposal brought forward would be subject to the city's review process, should Dublin and OSU jointly agree to proceed with a development initiative. OSU further agrees that if OSU proposes a project on the Campus for which the underlying real property will be exempt from real property taxation, OSU will execute an agreement with Dublin pursuant to which OSU will agree to pay, or cause to be paid, annually to Dublin the aggregate of the service payments which would have been payable pursuant to any applicable tax increment financing ordinance if that property would have otherwise been subject to the tax increment financing ordinance. Several other small clean up revisions were made in other sections of the Agreement and a redlined document is included to illustrate the changes. OSU-DUBLIN SCHEDULE TARGETS OSU AMBULATORY PROJECT OPENING• DUBLIN PUBLIC IMPROVEMENTS ITEM TARGET_ /APPROVALACTION COMPLETION GOVERNANCE -AUTHORIZATION DUBLIN REVIEW PROCESS FEB -APRIL 2019 OSU - BD. OF TRUSTEES, CONTROLLING BD. FEB -APRIL 2019 PUBLIC IMPROVEMENTS COSGRAY DITCH RELOCATION OCT. 2020 SHIER RINGS RD. RELOCATION, WATER AND SANITARY MAY 2022 SHIER RINGS/AVERY ROUNDABOUT, OLD AVERY RELOCATION DECEMBER 2022 SU — AMBULATORY BUILDING PROPERTY ACQUISITION CLOSING MAY 2020 - CONSTRUCTION OCT. 2020 -OCCUPANCY JUNE — SEPT. 2022 Staff recommends approval of Ordinance No. 08-19, authorizing the City Manager to enter into a real estate purchase agreement, a property re -conveyance escrow agreement and an economic development agreement. ECONOMIC DEVELOPMENT AGREEMENT by and between CITY OF DUBLIN, OHIO and THE OHIO STATE UNIVERSITY relating to THE OHIO STATE UNIVERSITY WEXNER MEDICAL CENTER OUTPATIENT CARE DUBLIN dated ,2019 ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement") is made and entered into this day of , 2019 (the Effective Date"), by and between the CITY OF DUBLIN, OHIO ("Dublin"), a municipal corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio (the "State") and its Charter, and THE OHIO STATE UNIVERSITY ("OSU" and collectively with Dublin, the "Parties"), an instrumentality of the State on behalf of its Wexner Medical Center, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals are being used therein as defined in Article I hereof). RECITALS: WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, Dublin desires to encourage development and provide for the creation of employment opportunities within Dublin; and WHEREAS, OSU desires to develop an ambulatory care medical facility within Dublin, which may be developed in one or more phases; and WHEREAS, Dublin is the owner of certain-pffsels-4 real property located in Dublin (W44 those pafeels eellec4ively _efeffed to 4,..ein the Property" and which afeteffefa4lyLs depicted as Parcel C on Exhibit A attached hereto and incorporated herein by reference); and WHEREAS, the initial phase of OSU's proposed development on the Property is anticipated to be a comprehensive ambulatory medical facility not less than 225,000 Sq. Ft. in size ("Phase P' or the "Project") which is anticipated to include a comprehensive range of outpatient services and spaces, inclusive of conference and education spaces, medical and surgical specialty clinics, complementary testing and treatment services, and four ambulatory surgical operating rooms; and WHEREAS, OSU presently expects to construct additional medical facilities on the Property, the scope and timing for which remain undefined at this time ("Phase IT'); and WHEREAS, OSU expects that the Project will bring substantial economic and social benefits to Dublin, including the creation of approximately 350 new employment opportunities with a projected payroll in excess of $50 million annually within the first 10 years of operation of the Project and the retention of approximately 60 existing full-time equivalent jobs and approximately $6 million in annual payroll; and WHEREAS, Dublin has determined that the development and operation of the Project will be compatible with and an enhancement to Dublin's medical, biosciences and healthcare services industries as envisioned in Dublin's Economic Advancement Zone (the "EAZ"); and WHEREAS, the Parties have determined that their respective strategic visions are uniquely aligned such that new and additional health care delivery and economic development capacities will be realized for Dublin, the central Ohio region and the State; and WHEREAS, the Parties each acknowledge that the development of the Project will create jobs and employment opportunities and stimulate medical development within Dublin; and WHEREAS, Dublin has, in consideration of OSU's agreement to develop the Project and other consideration, determined to convey the Property 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 "Purchase Contract"); and WHEREAS, Dublin, by passage of Ordinance No. -- 19 on , 2019 (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 Property to OSU and construct the Public Improvements, all of 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 WHEREAS, OSU, by passage of Resolution No. X92019-63 and Resolution No. 2019-62 on February 22, 2019 (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 between the parties, acquire the Property from Dublin for the purpose of constructing the Project, 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 Agreement to induce OSU to proceed with development of the Project, 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: -2- ARTICLE I Section 1.1 Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document, the words and terms set forth in Section 1.2 shall have the meanings setforth in Section 1.2 unless the context or use clearly indicates another meaning or intent. Section 1.2 Dermitions. As used herein: Actual Withholdings" shall have the meaning set forth in Section 6.2(d). "Affiliated OSU Entity" or `Affiliated OSU Entities" shall mean any entity (i) listed on Exhibit F or (ii) any entity which is controlled by or under common control with OSU and/or an Affiliated OSU Entity and, "controlled by" or "under common control with" will refer to the possession, directly or indirectly, of the legal power to direct or cause the direction of the management and policies of an entity, whether through the exercise of, or the ability to exercise, voting power or by contract. Agreement' means this Economic Development Agreement by and between Dublin and OSU and dated as of the Effective Date. Annual Incentive Payment' shall have the meaning set forth in Section 6.2(d). "City Engineer" means the City Engineer of Dublin. "City Manager" means the City Manager of Dublin. "Cost" means the actual direct third -party design and construction cost incurred by Dublin to provide the Public Improvements listed in Section 5.2(d), as well as all Dublin review fees for such Public Improvements. Notwithstanding the foregoing, "Cost" shall not include expenses incurred by Dublin employees related to a Public Improvement. "Delay" means the failure by Dublin to complete Public Improvement necessary for OSU to commence its Phase I construction or for the Phase I facility to commence operations in accordance with the terms and time periods contained herein. "Director ofLaw" means the Director of Law of Dublin. "Dublin" means the City of Dublin, Ohio. "Dublin City Code" means, collectively, Dublin's codified ordinances. "Effective Date" means the date as defined in the preambles of this Agreement. "Employees" means only those individuals employed by OSU or an Affiliated OSU Entity, and working within the City on the Property. For purposes of this Agreement, the payroll -3- withholding taxes of any person employed by an Affiliated Entity which is not listed on Exhibit F shall not be included in the computations described in Section 6.2 until such time as Exhibit F shall have been revised in writing by OSU to include the name of the Affiliated OSU Entity and that entity's Federal Employer Identification Number, and such revision shall have been approved in writing by Dublin, which approval shall not be unreasonably conditioned, delayed or withheld. "Escrow Agent" means the Title Company, as defined in the Purchase Contract. "Improvement" shall have the meaning set forth in Ohio Revised Code Section 5709.40(A)(4), as such provision may be hereafter amended from time to time. "NontaxRevenues" means, collectively, all moneys of Dublin which are not moneys raised by taxation, to the extent available for such purposes, including, but not limited to the following: (i) grants from the United States of America and the State, (ii) payments in lieu of taxes now or hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which are deposited in Dublin's General Fund, (iv) fees deposited in Dublin's General Fund from properly imposed licenses and permits, (v) investment earnings on Dublin's General Fund and which are credited to Dublin's General Fund, (vi) investment earnings of other funds of Dublin that are credited to Dublin's General Fund, (vii) proceeds from the sale of assets which are deposited in Dublin's General Fund, (viii) rental income which is deposited in Dublin's General Fund and (ix) gifts and donations. "Notice Address" means: as to Dublin: City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager copy to: Jennifer D. Readler, Esq. Frost Brown Todd LLC 10 West Broad Street — Suite 2300 Columbus, Ohio 43215 as to OSU: The Ohio State University Planning and Real Estate 1534 North High Street Columbus, OH 43201 Attn: Director of Real Estate copy to: The Ohio State University Office of Legal Affairs 1590 North High Street, Suite 500 Columbus, OH 43201 Attn: General Counsel -4- and Aaron L. Underhill, Esq. Underhill & Hodge LLC 8000 Walton Parkway, Suite 260 New Albany, Ohio 43054 "OSU" means The Ohio State University, on behalf of its Wexner Medical Center, an instrumentality of the State. "OSU Initial Use Services" shall mean any patient care services provided by OSU or an Affiliated OSU Entity at the Project within 180 days of the issuance of the final certificate of occupancy for the Project. OSU will provide to Dublin a list of the OSU Initial Use Services by this deadline. "Property" as defined in the third Whereas Clause of this Agreement. "Property Closing" means the conveyance of the Property to OSU by delivery of the Property Deed by Dublin, and the payment of the Property Purchase Price as defined in the Purchase Contract by OSU to Dublin. "Property Closing Date" means the date on which the Property Closing occurs. "Property Deed" means the deed or deeds serving to convey ownership of the Property from Dublin to OSU, as contemplated in the Purchase Contract. "Property Development Requirements" shall have the meaning attributable to it in the Property Reconveyance Escrow Agreement. "Property Reconveyance Deed" shall mean a governor's deed executed by the Governor of the State and as described in Section 4.2(a). "Property Reconveyance Escrow Agreement" shall have the meaning set forth in Section 4.2(a). "Public Improvements" means, collectively, the public infrastructure improvements listed in Section 5.2(d)(i)-(iv), and further depicted on Exhibit B which is attached hereto and incorporated herein by reference. "Purchase Contract" shall mean that certain Real Estate Purchase and Sale Contract between the Parties pursuant to which OSU is to acquire the Property, of even date herewith. `Roundabout' shall have the meaning as set forth in Section 5.3(a) hereof. "Roundabout Contribution" shall have the meaning as set forth in Section 5.3(b) hereof. -5- "Service Payments" shall have the meaning as described in Ohio Revised Code Section 5709.42, as such provision may be hereafter amended from time to time. "State" means the State of Ohio. "Target Withholdings" shall have the meaning set forth in Section 6.2(e). "TIF Exemption" shall have the meaning set forth in Section 7.2. "TIF Ordinance" shall have the meaning set forth in Section 7.2. "TIF Statute" means Sections 5709.40 through 5709.43 of the Ohio Revised Code and those sections as each may be amended from time to time. Section 1.3 Interpretation. Any reference in this Agreement to Dublin or 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 Agreement. This Agreement 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 Agreement. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa, the terms "hereof', "hereby", "herein", "hereto", "hereunder" and similar terms refer to this Agreement; and the term "hereafter" means after, and the term "heretofore" means before, the date of this Agreement. Words of any gender include the correlative words of the other gender, unless the sentence indicates otherwise. References to articles, sections, subsections, clauses, exhibits or appendices in this Agreement, unless otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or appendices of this Agreement. Section 1.4 Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit or describe the scope of the intent of any article, section, subsection, clause, exhibit or appendix of this Agreement. (END OF ARTICLE 1) -6- ARTICLE II GENERAL AGREEMENT AND TERM Section 2.1 General Agreement Among Parties. For the reasons set forth in the Recitals hereto, which Recitals are incorporated herein by reference as a statement of the public purposes of this Agreement and the intended arrangements among the Parties, the Parties shall cooperate to provide for the conveyance of the Property, facilitate the design and construction of the Project on the Property and the construction and installation of the Public Improvements, all in accordance with the terms as set forth in this Agreement and in the Purchase Contract. Section 2.2 Term of Agreement. This Agreement shall become effective as of the Effective Date and shall continue until the Parties have satisfied their respective obligations as set forth in this Agreement, unless sooner terminated in accordance with the provisions set forth herein. Section 2.3 Recordation of Agreement. A Memorandum of Economic Development Agreement, in the form attached hereto and incorporated herein by reference as Exhibit C, 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 Effective Date for the purpose of providing notice of the existence of this Agreement and its applicability to the Property. OSU shall pay any costs associated with the recording of the Memorandum of Economic Development Agreement. OSU shall, promptly following such recordation, provide, without charge, photocopies of the recorded and date-stamped Memorandum of Economic Development Agreement to Dublin. END OF ARTICLE 11) -7- 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 Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the knowledge of Dublin, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to Dublin, including its Charter, and do not and will not conflict with or result in a default under any agreement or instrument to which Dublin is a party or by which it is bound. (d) This Agreement to which it is a party has, by proper action, been duly authorized, executed and delivered by Dublin. (e) There is no litigation pending or to its knowledge threatened against or by Dublin wherein an unfavorable ruling or decision would materially adversely affect Dublin's ability, to carry out its obligations under this Agreement. (f) 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 Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. The execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to 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. (d) This Agreement to which it is a party has, by proper action, been duly authorized, executed and delivered by OSU. M (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 Agreement. (f) The OSU Resolution has been duly adopted and is in full force and effect. (END OF ARTICLE 111) -9- ARTICLE IV CONVEYANCE AND RECONVEYANCE OF PROPERTY Section 4.1 Conveyance of the Property to OSU. The Parties agree that the Property shall be conveyed to OSU in accordance with the Purchase Contract. It is hereby agreed that, in the event that the Purchase Contract is terminated for any reason, then such termination shall result in the automatic, simultaneous termination of this Agreement, unless otherwise agreed to in writing between the parties, and any amounts paid by OSU to Dublin for OSU's Reimbursement and/or the Roundabout Contribution shall be promptly refunded to OSU, except in the event that the Purchase Contract is terminated due to an OSU (Buyer) default, in which case Dublin shall retain any portion of the OSU's Reimbursement paid by OSU with respect to engineering/design contracts and shall promptly return all other portions of the OSU Reimbursement to OSU. Further, notwithstanding anything to the contrary contained herein, in the event that the Property Closing does not occur for any reason (except for an OSU default as set forth above) or Dublin exercises its rights under the Property Reconveyance Agreement to record the Property Reconveyance Deed, then any amounts paid by OSU to Dublin for OSU's Reimbursement and the Roundabout Contribution shall be promptly refunded to OSU. Section 4.2 Form of Reconveyance Deed. (a) Contemporaneous to the delivery by Dublin of the Property Deed (as defined in Paragraph 10 of the Purchase Contract) to OSU at the Closing (as such term is defined in the Purchase Contract), OSU shall also cause the execution and delivery to the Escrow Agent traditional real estate transfer documents, including, without limitation, a Property Reconveyance Deed duly executed by the Governor of the State of Ohio and other required parties which, if and when it is released to Dublin from escrow, shall reconvey to Dublin good and marketable fee simple title to the Property in accordance with, and subject to all conditions, covenants, and restrictions set forth or referred to herein. The Property Reconveyance Deed shall be held by and released by the Escrow Agent in accordance with terms of an escrow agreement in a form that is substantially similar to that which is attached hereto and incorporated by reference as Exhibit E (the "Property Reconveyance Escrow Agreement'). (b) In the event that the Property 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 PROPERTY — 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 PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. DUBLIN ACKNOWLEDGES AND AGREES, THAT UPON CLOSING OF THE -10- RECONVEYANCE, OSU SHALL SELL AND CONVEY TO DUBLIN, AND DUBLIN SHALL ACCEPT THE PROPERTY 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 Richt of First Offer. Notwithstanding anything to the contrary herein or in the Purchase Contract, after the Property Closing, in the event that OSU desires to sell, convey or otherwise transfer its fee simple interest or any other ownership interest in all or any portion of that portion of the Property that OSU doesn't use for its purposes, as determined by OSU in its sole discretion (the "OSU ROFO Property") (except to any Affiliated OSU Entity), or (b) leases all or any portion of the OSU ROFO Property (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 Property 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 Property under the terms of the 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 Property, 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 Property, 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 Property provided in this Section 4.3, and OSU may proceed to sell or lease the OSU ROFO Property; 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 4.3 shall be reinstated with respect to the OSU ROFO Property, and any subsequent sale or lease of the OSU ROFO Property 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 4.3. Notwithstanding the foregoing, in no event shall easements, restrictive covenants or other such agreements required in connection with OSU's development of the Project be deemed to be prohibited transfers for purposes of this Section 4.3, and Dublin specifically acknowledges OSU's right to enter into same following Property Closing. Section 4.4 Provision Relating to Zoning. OSU acknowledges that the Property is zoned within the EAZ. OSU intends to file a rezoning/preliminary development plan application with Dublin which requests a PUD, Planned Unit Development Plan zoning classification for the Property. 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. (END OF ARTICLE IV) ARTICLE V DEVELOPMENT OF THE PROJECT AND THE RELATED PUBLIC IMPROVEMENTS Section 5.1 Proiect and Related Infrastructure. (a) OSU-Dublin Cooperation To Achieve Schedule "Targets". OSU and Dublin agree to use their collective best efforts (i) to cause actions related to the authorization of the transactions contemplated by the Purchase Contract and this Economic Development Agreement by the appropriate OSU and Dublin authorities to be taken promptly and (ii) to commence design with all reasonable dispatch following the Effective Date and to continue with the construction of the Project as outlined below, the Private Infrastructure and the Public Improvements in accordance with the schedule set forth in Exhibit D attached hereto. Promptly following the conveyance by Dublin of the Property to OSU, OSU shall proceed in good faith and with all reasonable dispatch to design and construct the Project for the purpose of opening and operating the Project on or about October 1, 2022 ("Estimated Occupancy Date"). (b) Construction of Infrastructure Related to Site Development. Except as otherwise set forth herein, OSU will be solely responsible for paying the cost of and constructing onsite infrastructure improvements within the Property which are necessary to develop the Project including, but not limited to (i) appropriate storm water management measures to serve the Property, (ii) service connections to the public sanitary sewer trunk line and the public water distribution line to be constructed by Dublin within the relocated Shier -Rings Road right of way; (iii) improvements necessary to accommodate access drives and parking, and (iv) access to Dublink/OARnet if desired by OSU. OSU and Dublin will cooperate to coordinate the design and construction of the Private Infrastructure described in this subsection and the Public Improvements to which it is connected, including, but not limited to coordinating engineering, design and timing of construction and providing reciprocal cross -easements between the Private Infrastructure and the Public Improvements. (c) Pro -rata Contribution for Public Improvement Cost. OSU acknowledges that Dublin has adopted a policy which requires developers to contribute towards the cost of related public infrastructure improvements. In connection with the Project, the Parties have agreed that OSU will be responsible for, and will contribute to, Dublin an amount equal to Thirty -Two and One -Half Percent (32.5%) of the actual Cost (including design, land acquisition as allocated only for the portions of such land necessary for the right-of-way for the Realignment of Shier Rings Road, utility relocation, and construction) of the Public Improvements listed in Section 5.2(d)(i)-(iv), and further elaborated on Exhibit B attached hereto ("OSU's Reimbursement"). Notwithstanding the foregoing, the parties acknowledge and agree that Dublin shall be responsible for all other costs and expenses in order to complete the aforementioned Public Improvements. Upon the full execution and delivery of a contract for a Cost that will be part of OSU's Reimbursement, OSU shall pay to Dublin fifty (50%) percent of the OSU contribution for such contract. The remaining fifty (50%) percent of OSU's contribution obligation for such contract shall be paid to Dublin within ten (10) business days of delivery to OSU of a certification of substantial completion, signed by Dublin and the consultant/contractor, evidencing the substantial completion of the work associated with such contract. A final reconciliation of the Costs for the -12- Public Improvements will be performed by Dublin upon the final completion and acceptance of the Public Improvements with any outstanding amounts due to Dublin within 60 days of such reconciliation. In the event of any overage paid by OSU, then Dublin will refund the appropriate amount due to OSU within 60 days of the reconciliation. All Public Improvements shall be bid and performed by Dublin on an "open -book" basis with OSU having access to Cost information. Throughout the construction process, OSU shall have access to all contractor bids, all actual construction costs, and all other costs associated with OSU's Reimbursement. Dublin shall use commercially reasonable efforts to complete all Public Improvements in a manner that will not exceed the amounts set forth on Exhibit B. (d) Traffic Impact Study ("TIS"). OSU has commissioned a Traffic Impact Study ("TIS'), prepared by Carpenter Marty, to identify and assess the traffic needs in connection with the development of the Property. OSU and Dublin shall enter into a Memorandum of Understanding regarding the scope for the TIS pertaining to the development of the Project. The TIS shall be reviewed and approved by the City Engineer based on the MOU. (e) Compliance with Applicable Laws. In prosecuting the development of the Project and in performing its obligations under this Agreement, 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 Property 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 Property or any part thereof. Section 5.2 Construction of Public Improvements. (a) General. The Parties acknowledge and agree that the Public Improvements will enhance access to the Property and expedite development of the Project. Based upon Section 2. 1, subject to the terms and conditions of this Agreement and in consideration of OSU's agreements set forth herein, Dublin agrees, (i) to finance, acquire and construct the Public Improvements (subject to any changes required by the City Engineer) with all reasonable dispatch and at such time(s) as will be necessary to enable Phase I of the Project to commence its operations not later than the Estimated Occupancy Date, and, thereafter, and (ii) to operate and maintain those Public Improvements in good condition. OSU shall have the right to review and approve the plans and specifications at approximately 30% and 60% of design completion for the Public Improvements and the Roundabout, such approval not to be unreasonably withheld. With respect to the Public Improvement set forth in Section 5.2(c)(iii) and the Roundabout, a conceptual rendering of such items are attached hereto as Exhibit B-1. OSU shall provide written review comments within fourteen (14) days of receipt of the 30% and 60% plans and specifications. If no comments are received within fourteen (14) days, then the submission is deemed approved and design will proceed. OSU's approval of the plans and specification shall not be deemed a representation or warranty of any kind that the same satisfy the requirements or standards of any governmental -13- authority having jurisdiction thereof or otherwise suitable for the purposes for which they were designed. Dublin shall consult with OSU during the construction bidding and contractor selection process. (b) Public Infrastructure Plan. Prior to Dublin's conveyance of the Property to OSU, Dublin and OSU shall agree upon a Public Infrastructure Plan for the Property which identifies (i) public street improvements and other public infrastructure to be constructed on the Property and (ii) OSU's planned improvements so that the public infrastructure will provide adequate and efficient service for the Project. At Dublin's option, Dublin shall exclude from its conveyance of the Property (a) fee simple title for the public rights of way, free and clear of liens, encumbrances or other title exceptions except those existing during Dublin's ownership of the Property or as otherwise contemplated herein or in the Purchase Contract and (b) easements (in such forms and locations which are mutually satisfactory to Dublin and OSU) as Dublin may require for Public Improvements not located within public rights of way. Any such easements shall enable Dublin to carry out the construction, operation, inspection, maintenance, repair, improvement, and replacement of the Public Improvements. Dublin may also reserve temporary construction easements on the Property as are reasonably necessary to enable Dublin to construct the Public Improvements. The location and terms of the public rights of way and easements shall be mutually satisfactory to Dublin and OSU. (c) Public Improvements. Dublin shall pay, or cause to be paid, all costs incurred in connection with the financing, acquisition, construction, improvement and maintenance of the Public Improvements. Except as otherwise provided in this Agreement, OSU shall have no responsibility with respect to the financing, acquisition, construction, improvement and maintenance of the Public Improvements. (d) List of Public Improvements. Dublin agrees that it shall construct, or cause the construction of the following Public Improvements to facilitate the construction of the Project: (i) Coserav Ditch Relocation. Relocation of Cosgray Ditch as depicted on Exhibit B, with such other particulars relating thereto as shall be solely determined by Dublin. Dublin shall prepare, file and pursue approval of all necessary permits which are required to be obtained from any local, state, and/or federal government, department, and/or agency in order to achieve the desired relocation of Cosgray Ditch. Dublin shall make best efforts to obtain such approvals no later than March 2020 and shall promptly provide OSU with a copy of all such permits once received. Dublin shall, subject to Force Majeure, commence and diligently pursue the relocation of Cosgray Ditch in order that such relocation is substantially complete and operational on or before October 2020. (ii) Dublink/OARNet Connection. Construction of Dublink conduit and fiber optics to the boundary of the Property with the approximate termini depicted on Exhibit B, with such particulars relating to design and construction as shall be solely determined by Dublin and approved by OSU to the extent such particulars may affect OSU's use of OARNet. Such construction will provide OSU with access to OARNet. OSU will be responsible for the cost and the construction required to extend any fiber optic lateral(s) from the terminus of Dublin's -14- construction to the Project in order to obtain its own connectivity to the OARNet. OSU agrees that all splicing of the OSU fiber optics to the Dublink fiber optics will be performed by Dublin's designee at OSU's expense. (iii) Realignment of Shier -Rings Road. Relocation of existing Shier - Rings Road to the approximate alignment depicted on Exhibit B (`Realignment Shier -Rings Road'). Dublin agrees, subject to Force Majeure, and the timely dedication of any required right-of-way by OSU, to commence on or before OeteberTi929February 2021 and diligently pursue construction of the Realignment of Shier Rings Road in order that such construction is substantially complete and operational on or before Mayes 2022. Notwithstanding anything to the contrary contained herein, in the event Dublin is delayed in so commencing on or before Oet February 2021 then the Construction Start Date (as such term is defined in the Property Reconveyance Escrow Agreement) shall be extended for a like amount of time. (iv) Water and Sanitary Trunk Lines. Extension of an existing public water distribution line and sanitary sewer trunk line to the boundary of the Property with the approximate termini depicted on Exhibit B, with such particulars relating to design and construction as shall be reasonably determined by Dublin, provided, however, that such lines shall be constructed with a size and capacity to serve the Project. Dublin agrees, subject to Force Majeure, and the timely dedication of any required right-of-way by OSU, to commence on or before February 2021 and diligently pursue extension of the existing public water distribution line and sanitary sewer trunk line in order that such extension is substantially complete and provide for water and sanitary sewer service to the Property on or before the Estimated n,.,...p ffi,._ DateAugust 1. 2021 with respect to sanitary and September 1. 2021 with respect to water. Notwithstanding anything to the contrary contained herein, in the event Dublin is delayed in so commencing, then the Construction Start Date (as such term is defined in the Property Reconveyance Escrow Agreement) shall be extended for a like amount of time. OSU agrees that it will be solely responsible for the cost of providing water and sanitary sewer service lines from the Project to the extended water distribution line and sanitary sewer trunk line, respectively, as well as the payment of any other fees, including but not limited to tap fees, to access that water distribution line and sanitary sewer trunk line. In the event of a Delay and such Delay occurs prior to OSU's Construction Start Date (as such term is defined in the Property Reconveyance Escrow Agreement), then OSU's Construction Start Date shall be extended by a like amount of time and all time periods on Exhibit D shall be extended by a like amount of time. In the event of a Delay and such Delay occurs after OSU's Construction Start Date (as such term is defined in the Property Reconveyance Escrow Agreement), then all time periods on Exhibit D shall be extended by a like amount of time. Section 5.3 Avery Road & Shier Rings Road Roundabout. (a) Dublin shall pay, or cause to be paid, all costs incurred in connection with the financing, acquisition, construction, -15- improvement and maintenance of a roundabout at Avery Road & Shier Rings Road and related improvements (collectively, Roundabout'), which such Roundabout shall be constructed and operational no later than October 2023. Notwithstanding the foregoing, Dublin shall use its best efforts to have the Roundabout constructed and operational no later than Estimated Occupancy Date. In the event that Dublin is unable to have the Roundabout constructed and operational by the Estimated Occupancy Date, then Dublin agrees to make reasonable accommodations to provide access to the Project from Avery-Muirfield Drive until such time as it constructed and operational. (b) OSU shall contribute a total not to exceed One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000) ("Roundabout Contribution") as a contribution to the construction of the Roundabout. Upon the full execution and delivery of a contract for construction of the Roundabout, OSU shall pay to Dublin fifty (50%) percent of the portion of the Roundabout Contribution for such contract. The remaining fifty (50%) percent of the Roundabout Contribution obligation for such contract shall be paid to Dublin within ten (10) business days of delivery to OSU of a certification of substantial completion, signed by Dublin and the contractor, evidencing the substantial completion of the work associated with such contract. A final reconciliation of the Costs for the Roundabout will be performed by Dublin upon the final completion and acceptance of the Roundabout with any outstanding amounts due to Dublin within 60 days of such reconciliation. hi the event of any overage paid by OSU, then Dublin will refund the appropriate amount due to OSU within 60 days of the reconciliation. The Roundabout shall be bid and performed by Dublin on an "open -book" basis with OSU having access to all cost information. Throughout the construction process, OSU shall have access to all contractor bids, all actual construction costs, and all other costs associated with the Roundabout Contribution. At Dublin's election, it may use the Roundabout Contribution when received for the US 33/Post Road interchange improvements. Such election shall not release Dublin from its obligation to construct the Roundabout. Section 5.4 Provision of AEP Transmission Utilitv Line. The Parties agree to work cooperatively to determine, and to the extent possible, influence the appropriate location of an electrical transmission line which will serve the Project. Section 5.5 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 Property, 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 Property, the Public Improvements, the Roundabout or any part thereof. -16- Section 5.6 Future Development of Adiacent Parcels. PS4-;sIqaII be OfA41edto propose I--- -eve 18 p meI4 in the affe a affl d sl I Ph d- 9-- efmin4i e n shall b e pf emptly p f e vide d iff it:..,. t,. nol lfrn.1147:...704..««.:...... :.. :4.. «,.....,.....1.1 A ,7:....«84:..44 41...4 SH614 PrE @Ot ..:11 1.,..,..««,..w:. ,. 84:414A ,.. Aral1 ,1,.. ,.1,.««.,.«4 4t4e ,. fe Publi ff ,. es that :4 ..:11 ..444..« :..4e May be required to f.wili4.ate t at pre. ....4 n proposed pre, eet shall be fHll t4ro..,.1.....44- «,..:,... ., n..y proposed pre. ....4 -M-144 ..1.4..:....11 als feEj .ifed 1_. the Dublin C,Rdi4x .,l Orth. an P-, ., al Dublin-OSU Cooperative Development of Adjacent Parcels G) Objective. Dublin and OSU desire to cooperate to accelerate the development of Parcels A, B, D and E as identified on Exhibit G (collectively, "Campus") consistent with the parties' common objectives for the Campus (1) to establish the Campus as a "Health and Wellness Campus" for other name agreed to by the partied to be anchored by OSU's Project, the 225,000 Sg. Ft. Medical Ambulatory Building "Ambulatory Anchor"): (2) to further Dublin's economic development objectives; (3) to provide expanded medical care to Dublin's residents by the Ambulatory Anchor's provision of a range of clinical and other services ("OSU Services"); (4) to encourage development within the Campus of "Complementary Uses" to the OSU Services as well as other uses which are consistent with the Campus' obctives. L— (ii) Health and Wellness Campus. Dublin and OSU will agree upon a name for the Campus and shall each contribute $25,000 toward a joint marketing program to be agreed upon by the parties having as its objective to accelerate the development of Complementary Uses within the Campus. In order to advance the development of Complementary Uses in the most expeditious manner possible, OSU and Dublin will create a committee consisting of at least the Dublin Director of Development and the Executive Director of Ambulatory Services at OSU Wexner Medical Center, which shall meet (at a minimum) on a quarterly basis. (iii) OSU Ambulatory Building as "Anchor". As the "anchor" of the Campus OSU and Dublin will proceed expeditiously to design and construct the Project and the supporting infrastructure consistent with the parties' agreed upon schedule and terms as set forth in this Agreement. (iv) Complementary Uses. The parties believe that the Project as the "Ambulatory Anchor" will serve as an inducement for private, commercial developers and "end users" to entertain development projects within the Campus containing uses that are complementary to the OSU Services. In furtherance thereof, marketing (such as direct outreach, RFPs, consideration of proposals submitted to either OSU or Dublin, etc.) shall -17- focus upon developments which will contain Complementary Uses or other uses consistent with the Campus objectives and which will not consist of OSU Initial Use Services (collectively, "Targeted DevelonmenP'). Complementary Uses Office Use. - General office. with special focus on healthcare sector health insurance. medical supplies Office having science and new technologies as a focus Potential OSU users Wellness/Fitness Uses Fitness Center with or without aquatics Dentistry; Orthodontist Optometry; Optical Chiropractic Services Retail Uses (Ambulatory Center expected to generate 1,500-2000 patient visits daily) Restaurants — a preferably geared toward "healthy eating" Grocery Stores — E. g, Trader Joe's: Whole Foods: smaller neighborhood stores Nutrition, Vitamin Stores Full-service retail pharmacy—perhaps in partnership with OSU Technology -related stores v) Affirmative Outreach. In addition to the parties' marketing efforts OSU and Dublin shall affirmatively seek to accelerate development within the Campus. Among initiatives to be considered are: 1) OSU and Dublin consider initiatives for the development of a mixed-use building of 50-80,000 Sg. Ft. containing Targeted Development including medical, office and related retail uses; (2) OSU and Dublin consider an initiative with a private developer to include Targeted Uses; -18- (3) OSU and the Wexner Medical Center reaching out to its suppliers, affiliates and other business relationships to encourage co -locating facilities with the Ambulatory Anchor 4) OSU and Dublin reaching out to biomedical research companies to co -locate facilities with the Ambulatory Anchor. Until October 1, 2026, OSU shall have the right to review and approve any development proposals consistent with this Section 5.6(a), which approval shall not be unreasonably withheld. Upon agreeing to proceed with one or more initiatives, the parties will obtain the necessary approvals to proceed. Any proposed project must obtain all development approvals required by the Dublin Codified Ordinances. OSU further agrees that if OSU proposes a project on the Campus for which the underlying real property will be exempt from real property taxation, OSU will execute an agreement with Dublin pursuant to which OSU will agree to pay, or cause to be paid annually to Dublin the aggregate of the service payments which would have been payable pursuant to any applicable tax increment financing ordinance if that property would have otherwise been subject to the tax increment financing ordinance. Subject to the aforesaid paragraph, subsequent to October 1, 2026, OSU and Dublin shall continue their cooperative efforts to encourage development consistent with this Section 5.6(al. (b) Restrictive Covenant Area. In connection with the area identified on Exhibit G (the "Restrictive Covenant Area"), the parties agree that, prior to selling, transferring, conveying or leasing any portion of the Restrictive Covenant Area to a party other than OSU or an Affiliated OSU Entity, Dublin shall record a Restrictive Covenant Agreement on the property to be so sold, transferred, conveyed or leased, which such Restrictive Covenant Agreement shall run with the land and genefally inelude,'--m------ -- '`shall place height restrictions on buildings located on Parcel D not to exceed t4k4yfortv (30) and '::` a « :w:*: « on any « *: «* Oaf 8 OSU, exeept if being « ided b nor Rr an A-41Mi .ted OSU E«t:ty. it being ftel « .. ledged and ffffe ed 41HR-4 -pa-rp A_ C 44 -all Only be iffeluded i4q 414 A RAs4riP4iA,-A -A—re a 4e 4140 84@fAt4at, and elause, OSU will submit a list of Patient PH -re se-P.-ioes th4 afe Pfevided by OSU On the date 8 e4aa9e40 feet. (c) ROFO/ROFR. (i) In connection with the area identified on Exhibit G as Parcel A, the parties agree that OSU shall have the following Right of First Offer through October 1, 2024: in the event Dublin desires to market Parcel A, or a portion thereof, for sale, Dublin shall first provide written notice of that intent to OSU (the "ParcelA ROFO") describing the material business terms that Dublin is willing to accept to sell. Upon receipt of the Parcel A 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 A ROFO to agree to purchase the property for the purchase price and on the terms and conditions set forth in the notice or to decline. If OSU elects to purchase, then the parties shall enter into a written purchase and sale agreement -19- not later than 30 days after OSU notifies Dublin of its notice of intent to purchase Parcel A, or a portion thereof, which agreement shall incorporate the purchase price and other material terms and conditions of the Parcel A 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 A ROFO notice; provided, however, that in the event the terms for such sale are not in accordance with the Parcel A ROFO notice provided to OSU or the sale otherwise does not occur, then OSU's rights provided in this Section 5.5(c) shall be reinstated with respect to Parcel A as set forth herein. (ii) In connection with the area identified on Exhibit G as Parcel B, the parties agree that OSU shall have the following Right of First Offer beginning October 1, 2024 and through October 1, 2026: in the event Dublin desires to market Parcel B, or a portion thereof, for sale, Dublin shall first provide written notice of that intent to OSU (the `Parcel B ROFO") describing the material business terms that Dublin is willing to accept to sell. Upon receipt of the Parcel B 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 B ROFO to agree to purchase the property for the purchase price and on the terms and conditions set forth in the notice or to decline. 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 B, or a portion thereof, which agreement shall incorporate the purchase price and other material terms and conditions of the Parcel B 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 B ROFO notice; provided, however, that in the event the terms for such sale are not in accordance with the Parcel B ROFO notice provided to OSU or the sale otherwise does not occur, then OSU's rights provided in this Section 5.5(c) shall be reinstated with respect to Parcel B as set forth herein. Notwithstanding the foregoing, in the event that Dublin has, prior to October 1, 2024, sold all or any portion of Parcel B or commenced construction of any improvements on Parcel B, the Parcel B ROFO rights granted to OSU in this subsection shall be deemed terminated and of no further force or effect, and OSU shall have no right to acquire all or any portion of Parcel B. (iii) In connection with the area identified on Exhibit G as Parcel A, the parties agree that OSU shall have the following Right of First Refusal through October 1, 2024: prior to Dublin accepting a bona fide third -party offer to purchase all or a portion of Parcel A (or prior to athird-party accepting a bona fide offer from Dublin to sell same) ("Parcel A ROFR"), Dublin in writing shall (i) inform OSU of the third -party offeror and the proposed use for Parcel A; and (ii) shall offer Parcel A, 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 A ROFR to agree to -20- purchase the property for the purchase price and on the terms and conditions set forth in the notice or to decline. 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 A, or a portion thereof, which agreement shall incorporate the purchase price and other material terms and conditions of the Parcel A 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 A ROFR notice; provided, however, that in the event the terms for such sale are not in accordance with the Parcel A ROFR notice provided to OSU or the sale otherwise does not occur, then OSU's rights provided in this Section 5.5(c) shall be reinstated with respect to Parcel A as set forth herein. (iv) In connection with the area identified on Exhibit G as Parcel B, the parties agree that OSU shall have the following Right of First Refusal beginning October 1, 2024 and through October 1, 2026: prior to Dublin accepting a bona fide third -party offer to purchase all or a portion of Parcel B (or prior to a third -party accepting a bona fide offer from Dublin to sell same) ("Parcel B ROFR"), Dublin in writing shall (i) inform OSU of the third -party offeror and the proposed use for Parcel B; and (ii) shall offer Parcel B, 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 B 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. 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 B, or a portion thereof, which agreement shall incorporate the purchase price and other material terms and conditions of the Parcel B 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 B ROFR notice; provided, however, that in the event the terms for such sale are not in accordance with the Parcel B ROFR notice provided to OSU or the sale otherwise does not occur, then OSU's rights provided in this Section 5.5(c) shall be reinstated with respect to Parcel B as set forth herein. Notwithstanding the foregoing, in the event that Dublin has, prior to October 1, 2024, sold all or any portion of Parcel B or commenced construction of any improvements on Parcel B, the Parcel B ROFR rights granted to OSU in this subsection shall be deemed terminated and of no further force or effect, and OSU shall have no right to acquire all or any portion of Parcel B. (v) The parties acknowledge and agree that this Section 5.5(c) 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 -21- and agree that this Section 5.5(c) 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. (evi) This Section 5.5(c) shall survive the expiration or sooner termination of this Agreement. At Property Closing, Dublin and OSU agree to record a memorandum of the rights contained within this Section 5.5(c), in a form reasonably acceptable to both parties. (End of Article V) _22_ ARTICLE VI MUNICIPAL INCOME TAX INCENTIVE Section 6.1 General Provision Relating to Municipal Income Tax Incentive. In consideration for OSU's agreement to develop the Property and construct the Project, and expand its associated operations and workforce within Dublin, Dublin agrees to provide to OSU the economic development incentive as provided in this Article VI. Section 6.2 Workforce Creation Incentive Pavments. (a) Calculation of Actual Pavroll Withholdings Taxes. On or before March 15 of each of the years 2023 through 2032, Dublin shall calculate the actual payroll withholding taxes collected and received during the then preceding calendar year and in respect of that preceding calendar year by the City from all Employees (as defined below). For purposes of that calculation, OSU acknowledges and agrees that the total amount of actual payroll withholding taxes in respect of any calendar year shall be determined based solely upon the amount of payroll withholding tax payments actually received by Dublin from OSU or an Affiliated OSU Entity during that calendar year. OSU further acknowledges and agrees that any amount received by Dublin in respect of any calendar year, but following the conclusion of that calendar year, will not be considered in the total amount of actual payroll withholding taxes for that calendar year. Dublin reserves in its sole discretion the right to waive this limitation. All obligations of OSU under this Article VI may be satisfied by any combination of OSU and any Affiliated OSU Entities; provided, however, Actual Withholdings (as defined below) in any calendar year shall not include those actual payroll withholding taxes collected and received by Dublin during such calendar year which are received (net of refunds) in respect of any person if such person was employed in Dublin by an Affiliated OSU Entity immediately preceding the occurrence of the event resulting in the recognition of such Entity as an Affiliated OSU Entity. (b) Information Relating to Emplovees. OSU agrees that, in accordance with the Dublin City Code, as may hereafter be amended from time to time, the annual payroll reconciliation and related W-2 forms relating to its Employees will be provided to Dublin prior to February 28 of each calendar year. (c) Emplover Identification Number. OSU's Federal Employer Identification Number is .31-6025986. OSU agrees that if the Federal Employer Identification Number changes at any time during the term of this Agreement, OSU will notify Dublin of such change, including the new Federal Employer Identification Number, within thirty (30) days of the occurrence of such change. (d) Annual Incentive Pavments to OSU. Subject to OSU's compliance with the requirements set forth in subsections 6.3(a) and 6.3(b), if the actual payroll withholding taxes collected and received by Dublin pursuant to Section 6.2(a) during the then preceding calendar year and in respect of that preceding calendar year from all Employees, net of refunds (such amount being referred to as the Actual Withholdings"), equal or exceed the Target Withholdings (as defined in subsection 6.2(e)) for that preceding calendar year, Dublin shall, on or before April -23- 15 of the then current calendar year, pay to OSU, solely from Nontax Revenues, an amount equal to the product of (1) the difference between (A) an amount equal to the Actual Withholdings for that preceding calendar year minus (B) an amount equal to the Base Withholdings for that preceding calendar year (if such difference is less than zero dollars, then for purposes of this computation, that difference shall equal zero dollars), multiplied by (2) fifteen percent (15%) (with each such product being referred to as an `Annual Incentive Payment'); provided, however, that the aggregate amount of all Annual Incentive Payments remitted pursuant to this Section 6.2(d) by Dublin to OSU shall not exceed One Million One Hundred Thousand and 00/100 Dollars ($1,100,000.00) regardless of the calendar year in which that occurs. (e) Base Withholdings and Target Withholdings. The Base Withholdings and the Target Withholdings for each of the calendar years 2023 through 2032 shall be as follows: Calendar Year Base Withholdings) 2023 $132,000 2024 135,000 2025 137,000 2026 140,000 2027 143,000 2028 146,000 2029 149,000 2030 152,000 2031 155,000 2032 158,000 Target Withholdings) $640,000 689,000 739,000 795,000 853,000 895,000 938,000 983,000 1,030,000 1,078,000 (1) The Base Withholdings represents the estimated, annual payroll withholding taxes which will be collected in the current calendar year in respect of OSU's existing employees which are cwrently located within Dublin. The difference between the Target Withholdings and the Base Withholdings for each calendar year reflects the anticipated minimum withholdings attributable to new employee positions created after OSU constructs the Project within Dublin. (f) Forfeiture of Right to Receive Workforce Creation Incentive Payment. OSU agrees and acknowledges that the Annual Incentive Payments provided for in Subsection 6.2(d) are being made by Dublin to OSU in consideration for OSU's agreement to construct the Project and expand its associated operations and workforce within Dublin. OSU further agrees that if the Target Withholdings requirement is not met for any given calendar year as set forth in subsection 6.2(e), Dublin shall not be obligated to make an Annual Incentive Payment to OSU for the calendar year in respect of which the Target Withholdings requirement was not satisfied. Failure to satisfy the Target Withholdings requirement in respect of any one calendar year does not prohibit OSU from receiving an Annual Incentive Payment for any subsequent calendar year in respect of which the Target Withholdings requirement is satisfied. Section 6.3 Filing of Municipal Income Tax Returns and Remission of Related Taxes. (a) Not earlier than fifteen (15) days preceding the date on which Dublin is required to make an Annual Incentive Payment to OSU, Dublin shall determine whether OSU is in full compliance, with its obligation to remit municipal income taxes to Dublin pursuant to the Dublin City Code. If Dublin reasonably determines that OSU is not in full compliance, Dublin shall not be obligated to make the Annual Incentive Payment on the required payment date and will -24- promptly provide written notification of such determination to OSU. If within sixty (60) days following the date of Dublin's written notification Dublin receives a payment from OSU which Dublin reasonably determines will cause OSU to be in full compliance with its municipal income tax obligations pursuant to the Dublin City Code (including any applicable interest and penalties), Dublin will within fifteen (15) days of receipt of such payment remit to OSU the Annual Incentive Payment. If, however, OSU fails to timely remit sufficient payment to Dublin in accordance with the preceding sentence, Dublin may in its sole discretion determine that Dublin's obligation to remit such Annual Incentive Payment is voided and that such Required Payment will not be made and will promptly provide written notification to OSU of such determination. Section 6.4 Method of Payment. The payments to be paid to OSU as provided in Section 6.2(d) shall be made by Dublin to OSU by electronic funds transfer or by such other manner as is mutually agreed to by Dublin and OSU. Section 6.5 Dublin's Obligation to Make Payments Not Debt; Payments Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of Dublin pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or apledge of the general credit or taxes levied by Dublin, and OSU shall have no right to have excises or taxes levied by Dublin, the State or any other political subdivision of the State for the performance of any obligations of Dublin herein. Consistent with Section 13 of Article VIII, Ohio Constitution, any payment required to be made by Dublin pursuant to subsection 6.2(d) shall be payable solely from Nontax Revenues and on a subordinated basis to the payment of debt service charges as may hereafter be payable on securities of Dublin which are payable from Nontax Revenues. Further, since Ohio law limits Dublin to appropriating monies for such expenditures only on an annual basis, the obligation of Dublin to make payments pursuant to subsection 6.2(d) shall be subject to annual appropriations by Dublin's City Council and certification by the Director of Finance of Dublin as to the availability of such Nontax Revenues. (END OF ARTICLE VI) -25- ARTICLE VII TAX INCREMENT FINANCING Section 7.1 General Provision Relating to Tax Increment Financing. The Parties agree that Dublin, at its sole cost and expense, may undertake a tax increment financing pursuant to the TIF Statute to facilitate the construction of the Public Improvements, all as more particularly described in this Article VII. Section 7.2 TIF Legislation. Dublin City Council may pass an ordinance (the "TIF Ordinance") pursuant to the TIF Statute thereby exempting from taxation (the "TIF Exemption") any Improvement to the Property and requiring the current and future property owners to pay Service Payments in respect of the Improvements exempted from taxation, subject to the terms hereof. Section 7.3 Application of TIF Ordinance to OSU Propertv. Dublin acknowledges that OSU and certain of its non-profit affiliated entities are generally exempt from paying real property taxes. Notwithstanding any other provision herein to the contrary, the Parties agree that passage of the TIF Ordinance and authorization of the TIF Exemption will only be applicable to real property and/or improvements which are otherwise subject to real property taxation. Notwithstanding any other provision herein to the contrary, it is not Dublin's intention nor will Dublin (a) seek application of the TIF Ordinance to any real property and/or improvements owned by OSU or any Affiliated OSU Entity 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, if in either case such real property and/or improvements are otherwise exempt from real property taxation. Any TIF Exemption from taxation that applies to the Property and/or the improvements thereon and the requirement to make Service Payments in lieu thereof shall be subordinate to any other exemption from taxation which applies to OSU and/or an Affiliated OSU Entity regardless of when such exemption is obtained. Section 7.4 Service Pavments. The provisions of this Section 7.4 are, in all respects, subject to the provisions of Section 7.3 above. OSU hereby agrees to make Service Payments attributable to its period of ownership of the Property, all pursuant to, in accordance with and to the extent required by the TIF Statute, the TIF Ordinance and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the Franklin County Treasurer (or to such treasurer's designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for the Property. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same may be amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statute and the TIF Ordinance and will be in the same amount as the real property taxes that would have been charged and payable against the Improvements (after credit for any other payments received by Dublin under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any -26- successor provisions thereto, as the same may be amended from time to time, and are referred to herein as the "Property Tax Rollback Payments") had the TIF Exemption not been granted, including any penalties and interest. OSU will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to the Improvements, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement. Further, OSU and Affiliated OSU Entities will not, under any circumstance, be required for any tax year to pay Service Payments with respect to any Improvements which are exempt from real property taxation pursuant to any section of the Ohio Revised Code other than the TIF Statute. Section 7.5 Declaration of Covenants; Prioritv of Lien. It is intended and agreed, and it will be so provided by OSU in a declaration relating to the Property which shall be in a form that is mutually acceptable to the Parties and is executed and recorded by Dublin prior to the recording of the Deed (the "Declaration") that the covenants provided in Sections 7.3, 7.4, 7.5, 7.6 and 7.10 of this Agreement are covenants running with the land and that they will, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit and in favor of and enforceable by Dublin and any third party beneficiaries against any owner of a portion of the Property with respect to the owner's period of ownership of that portion of the Property, whether or not this Agreement remains in effect or whether or not such provision is included by an owner in any deed to such owner's successors and assigns. It is further intended and agreed that these agreements and covenants will remain in effect for the full period of exemption permitted in accordance with the requirements of the TIF Statute and the TIF Ordinance enacted pursuant thereto. Subject to the terms and conditions hereof, including without limitation, Section 7.3, such covenants running with the land will have priority over any other lien or encumbrance on the Property and any improvements thereon, except for such title exceptions as are approved in writing by Dublin, and OSU will, upon Dublin's request, cause any and all holders of mortgages or other liens existing on the Property as of the time of recording of the Declaration to subordinate such mortgage or lien to those covenants running with the land. The Parties acknowledge that the provisions of Ohio Revised Code Section 5709.9 1, which specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Property and any improvements thereon. Section 7.6 Exemption Applications. The provisions of this Section 7.6 are, in all respects, subject to the provisions of Section 7.3 above. Dublin and OSU agree to cooperate in the preparation, execution and filing of all necessary applications and supporting documents to obtain from time to time the TIF Exemption and to enable Dublin to collect Service Payments with respect to the Property. Dublin will be responsible for filing such applications and for ensuring their compliance with this Agreement, perform such acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including, without limitation, joining in the execution of all documentation and providing any necessary certificate required in connection with the TIF Exemption or the Service Payments. OSU authorizes Dublin to file any applications necessary to obtain from time to time the TIF Exemption as may be provided in the TIF Ordinance; provided, however, the Parties agree that no TIF application will be filed with respect to the Property, and Dublin shall take no action, which would subordinate OSU's right as an instrumentality of the State or the right of an Affiliated OSU Entity, and an owner of the _27_ Property (and any improvements thereon), to receive a real property tax exemption in respect of the Property and improvements. In no event shall any part of this Article VII be construed as OSU's consent to Dublin filing any TIF exemption applications pursuant to R.C. 5709.91 l(B). Section 7.7 Title Evidence. At Dublin's option and at its request, not more than one (1) time per calendar year, OSU hereby agrees to provide such title evidence, at no cost to Dublin, as is necessary to demonstrate to Dublin's satisfaction that the covenants running with the land provided for in the Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by Dublin. Section 7.8 Release. Upon termination of the TIF Exemption, Dublin will, upon the request of OSU, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Declaration. Section 7.9 Estoppel Certificate. Within thirty (30) days after a request from any owner of a portion of the Property, Dublin will execute and deliver to that owner or any proposed purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force and effect; (b) that the requesting owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that owner is in default, specifying same; and (c) such other matters as that Owner reasonably requests. Section 7.10 Tax Incentive Review Council. OSU agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Incentive Review Council to enable that Tax Incentive Review Council to review and determine annually during the term of this Agreement the compliance of OSU with the terms of this Agreement. Any information supplied to such Tax Incentive Review Council will be provided solely for the purpose of monitoring OSU's compliance with this Agreement, and its review shall be limited only to those portions of the Agreement which it is permitted to review in accordance with applicable law. (END OF ARTICLE V11) _28_ ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.1 General. Except as otherwise provided in this Agreement, in the event of any default in or breach of this Agreement, or any of its terms or conditions, by either Party hereto, such Party shall, upon written notice from the other, proceed immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or remedied within said thirty (30) day period, then in such event the Party shall upon written notice from the other commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. If a defaulting Party fails to cure any such breach or default within the time period provided in this Section 8. 1, the non -defaulting Party shall have the remedies provided in this Article or as may otherwise be available at law. The Parties acknowledge and agree that any event of default by a Party under the Purchase Contract shall be deemed a default under this Agreement. Section 8.2 Termination by Dublin Prior to Convevance of Propertv. (a) In the event that prior to conveyance of the Property to OSU and in violation of this Agreement, (i) OSU assigns or attempts to assign this Agreement or any rights therein without the prior written approval of Dublin, except in connection with Section 9.1 hereof, or (ii) OSU does not pay the Property Purchase Price for the Property and takes title to the Property on tender of conveyance by Dublin pursuant to this Agreement, and if any default or failure referred to in the aforesaid subdivision (i) of this Section 8.2 shall not be cured or remedied within thirty (30) days after the date of written demand by Dublin, then the Agreement and all rights of OSU under the Agreement 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 Agreement, except Dublin shall retain any portion of the OSU's Reimbursement paid by OSU with respect to engineering/design contracts and shall promptly return all other portions of the OSU Reimbursement and the Roundabout Contribution to OSU. (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 Property or any part thereof in the manner and condition provided in this Agreement, and such order or decision does not find that Dublin knowingly executed this Agreement without proper legal authority, then this Agreement may, at the option of OSU, be canceled in its entirety or canceled with respect to the Property at the time of such cancellation, and neither Dublin nor OSU shall have any further rights against or liability to the other under this Agreement as to the Property, except with respect to Dublin's obligation to promptly refund OSU's Reimbursement and the Roundabout Contribution. Section 8.3 Other Rights and Remedies; No Waiver by Delay. In addition to those rights in their respective favor as set forth in the Property Reconveyance Escrow Agreement, Dublin and OSU shall each have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of, and its remedies under, this Agreement; provided, that any delay by either party in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit such right in any way (it being the intent of this provision that neither party should be constrained, so -29- as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Agreement because of concepts of waiver, laches, or otherwise, to exercise such remedy at a time when it may still hope otherwise to resolve the problems created by the default involved); nor shall any waiver in fact made by either party with respect to any specific default by the other party under this Agreement be considered or treated as a waiver of the rights of such party with respect to any other defaults by the other party this Agreement or with respect to the particular default except to the extent specifically waived in writing. Section 8.4 Force Maieure. Except as otherwise provided herein, neither Dublin nor OSU shall be considered in default in its obligations to be performed hereunder, if delay in the performance of such obligations is due to unforeseeable causes beyond its control and without its fault or negligence, including but not limited to, acts of God or of the public enemy, acts or delays of the other party, fires, floods, unusually severe weather, epidemics, freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or materialmen but not including lack of financing capacity; it being the purpose and intent of this paragraph that in the event of the occurrence of any such enforced delay, the time or times for performance of such obligations shall be extended for the period of the enforced delay; provided, however, that the Party seeking the benefit of the provisions of this Section 8.4 shall within fourteen (14) days after having actual knowledge of the beginning of such enforced delay, notify the other Party in writing thereof and of the cause thereof and of the duration thereof or, if a continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the date of notification, within thirty (30) days after the end of the delay, notify the other Party in writing of the duration of the delay. (END OF ARTICLE VIII) -30- ARTICLE IX MISCELLANEOUS Section 9.1 Assignment. This Agreement may not be assigned without the prior written consent of the non -assigning Party, except that OSU may assign this Agreement 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 9.2 Binding Effect. The provisions of this Agreement shall be binding upon the successors or assigns of the Parties. Section 9.3 Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 9.4 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 9.5 Entire Agreement. This Agreement, together with the Exhibits attached hereto (if any), all of which are incorporated by reference, embodies the entire agreement and understanding of the Parties relating to the subject matter herein and therein and may not be amended, waived or discharged except in an instrument in writing executed by the Parties. Section 9.6 Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. Either party may execute this Agreement by transmittal of a facsimile signature. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. Section 9.7 Extent of Covenants; No Personal Liability. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, trustee, officer, agent or employee of Dublin or 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 Agreement shall be liable personally under this Agreement 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 Agreement. Section 9.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio or applicable federal law. All claims, counterclaims, disputes and other matters in question between Dublin, its agents and employees, and OSU, its employees and agents, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within Franklin County, Ohio. -31- Section 9.9 Limit on Liability. Notwithstanding any clause or provision of this Agreement 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 9.10 Notices. Except as otherwise specifically set forth in this Agreement, all notices, demands, requests, consents or approvals given, required or permitted to be given hereunder shall be in writing and shall be deemed sufficiently given if actually received if hand-delivered, or if sent by recognized, overnight delivery service or by certified mail, postage prepaid and return receipt requested (addressed to the other party at the address set forth in this Agreement or any addendum to or counterpart of this Agreement, or to such other address as the recipient shall have previously notified the sender of in writing), then same shall be deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to have been received when the return receipt is signed or refused. Any process, pleadings, notice of other papers served upon the Parties shall be sent by registered or certified mail at their respective Notice Address, or to such other address or addresses as may be furnished by one party to the other. Section 9.11 Recitals. The Parties acknowledge and agree that the facts and circumstances as described in the Recitals hereto are an integral part of this Agreement and as such are incorporated herein by reference. Section 9.12 Severabilitv. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 9.13 Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement and the Property Closing. (END OF ARTICLE IX - SIGNATURE PAGES TO FOLLOW) -32- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the date first written above. Approved as to Form: Printed: Jennifer D. Readler Title: Director of Law CITY OF DUBLIN, OHIO In Printed: Dana L. McDaniel Title: Citv Manager -33- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the date first written above. THE OHIO STATE UNIVERSITY, an instrumentality of the State of Ohio Michael Papadakis, Senior Vice President for Business and Finance & Chief Financial Officer -34- 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 2019 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: 12019 -35- Angel L. Mumma Director of Finance City of Dublin, Ohio EXHIBIT LIST EXHIBIT A Depiction of Property EXHIBIT B List of Public Improvements and Cost Contribution/Depiction of Improvements EXHIBIT B-1 Conceptual Rendering EXHIBIT C Memorandum of Economic Development Agreement EXHIBIT D OSU-DUBLIN Schedule "Targets" EXHIBIT E Property Reconveyance Escrow Agreement EXHIBIT F List of Affiliated OSU Entities EXHIBIT G Restrictive Covenant Area -36- EXHIBIT A A-1 DEPICTION OF — WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY — Dublin, Ohio _.._.._.._��- i PARce^'E c y.. PAaceI o' OP \T�� '-✓ o..:s� �\\\ `� \pQi-yam' � '{��, � �, i ®1lIE OHIO SEATE UNIVER6ITY I 2 1 MA G2 RC H. 019 "'""" PROPLRT--) --z — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — r ....................................................................................... WEXNER MEDICAL CENTER . REGIONAL AMBULATORY FACILITY y .: .11, t �II�IHII��,Msls�i�gl -- lee .e.,( ", ° ' .` oW 1 cz 3- EXHIBIT B LIST OF PUBLIC IMPROVEMENTS AND COST CONTRIBUTION DEPICTION OF IMPROVEMENTS Type of Cost Total Estimated 9S;Z3OSUWMC Est. Cost Dublin Est. Cost Cost (based on 32.5% contribution Shier -Rings $10,751,838** $3,494,347 $7,257,491 Road Realignment Cosgray Ditch $1,343,820 $436,741 $907,079 Relocation Water Main Included in Cost of laterals and tap fees $0 Line roadway project TBD (100%) costs above Sewer Main Included in Cost of laterals and tap $0 Line roadway project feed TBD (100%) costs above Dublink (fiber) $300,000 $97,500 + Cost of laterals $202,500 100% **Preliminary estimated costs include design, land acquisition as further described in Section 5.1(c), construction and utility relocation. {i 2- COLUMBUS/451908.4 EXHIBIT B-1 CONCEPTUAL RENDERING C-1 ---——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——-——- ,n o. g. Ir L ? a - ----------------------------------------------------------------+ c-- EXHIBIT C MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT THIS MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT (this "Memorandum") is made and entered into as of , 2019, between the City of Dublin, Ohio ("Dublin"), a municipal corporation and political subdivision organized and existing under its Charter and the laws of the State of Ohio, having an address at 5200 Emerald Parkway, Dublin, Ohio 43017, and The Ohio State University on behalf of its Wexner Medical Center ("OSU" and collectively with Dublin, the "Parries"), an instrumentality of the State of Ohio, having an address at 410 W. 10t' Avenue, Attention: , Columbus, Ohio 43210. RECITALS: A. Dublin and OSU have entered into that certain Economic Development Agreement dated , 2019 (the Agreement'), whereby Dublin, in consideration of OSU's agreement to construct an ambulatory care and medical facility in Dublin, agreed to provide certain economic incentives to OSU to facilitate that development, including but not limited to the conveyance of certain real property (the Property," as depicted on Attachment A attached hereto and incorporated herein by reference) for the location of that facility. B. Dublin and OSU desire to enter into and record this Memorandum for the purpose of providing notice of certain provisions of the Agreement and their applicability to the Property. AGREEMENTS: In consideration of the foregoing recitals, specific reference is hereby made to the following provisions of the Agreement (with capitalized terms not defined herein having the respective meanings assigned to them in the Agreement): 1. Pursuant to the Agreement and the Property Reconveyance Escrow Agreement referenced therein, under certain limited circumstances, the Property may be reconveyed from OSU to Dublin. C-3 2. The Agreement provides that, subject to certain conditions, the City will finance and construct various Public Improvements which will support the development of the Property. 3. The Agreement provides that a tax increment financing will be established on the Property. However, notwithstanding any provision in the Agreement to the contrary, (a) the Parties have agreed that passage of the TIE Ordinance and authorization of the TIE Exemption will only be applicable to real property which is otherwise subject to real property taxation, and (b) Dublin has agreed that it will not (i) seek application of the TIE Ordinance to any real property owned by OSU or its non-profit affiliated entities or (ii) require OSU or its non-profit affiliated entities to remit Service Payments in respect of any real property owned by OSU or its affiliated entities, if in the case of either clause (i) or (ii), such real property is otherwise exempt from real property taxation. This Memorandum contains only selected provisions of the Agreement, and reference is made to the text of the Agreement for the full terms, covenants and conditions. This Memorandum shall not in any way amend or supersede the terms, conditions or intent of the Agreement. A copy of the Agreement is on file at Dublin's offices, located at 5200 Emerald Parkway, Dublin, Ohio 43017, and is available for the inspection of interested persons during regular business hours. (SIGNATURE PAGES To FOLLOW) C-4 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Economic Development Agreement as of the day and year first written. CITY OF DUBLIN, OHIO Lo Printed: Dana L. McDaniel Title: Citv Manager Approved as to Form: C Printed: Jennifer D. Readler Title: Director of Law STATE OF OHIO ) ) SS: COUNTY OF FRANKLIN ) On this day of , 2019, before me a Notary Public personally appeared Dana L. McDaniel and Angel L. Mumma, the authorized representatives of the City of Dublin, Ohio, and acknowledged the execution of the foregoing instrument, and that the same is their voluntary act and deed on behalf of the City of Dublin, Ohio and the voluntary act and deed of the City of Dublin, Ohio. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the date and year aforesaid. Notary Public C-5 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Economic Development Agreement as of the day and year first written. THE OHIO STATE UNIVERSITY, an instrumentality of the State of Ohio Michael Papadakis, Senior Vice President for Business and Finance & Chief Financial Officer STATE OF OHIO ) ) SS: COUNTY OF FRANKLIN ) On this day of , 2019, 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. This instrument was prepared by: Notary Public Gregory R. Daniels, Esq. Squire Patton Boggs (US) LLP 2000 Huntington Center 41 South High Street Columbus, Ohio 43215 (614)365-2789 C-6 ATTACHMENT A TO EXHIBIT C LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY — Dublin, Ohio — iIA- INPARCEL E �• � 1 � �� /� \ PARCEL R DC\'\ i maecn. m,s „R..... I THE OHIO SiATB UNIVERSITY I GG r — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —r CSI EXHIBIT D OSU-DUBLIN SCHEDULE "TARGETS" OSU Ambulatory Project "Opening"; Dublin Public Improvements Action Item Estimated Duration "Target' Calendar Quarter ("0") Governance -Authorization OSU-Bd. of Trustees, Controlling Bd. 3 months Feb. 22, 2019 (Trustees) Q 1, 2019 Dublin -City Council 3 months April , 2019 (Council) Q4-,-2 2019 - Land Acquisitions - Property Sale - Public Improvements - Economic Incentive Zoning OSU Preparation 3 months Dec. 1, 2018 Q 1, 2019 OSU Filing ---- March 1, 2019 Q 2, 2019 Dublin Process; Approval 12 months March 1, 2020 Q 2, 2019 - Q 1, 2020 Public Improvements Cosgray Ditch Relocation - Design -710 months ;�esFeb. 1, 24192019 (start) Q 1-2, 2019 - Permit Prep Review, Negotiation, & Approvals PI months March 2020 (tea roval Q 3, 2019 - Q 1, 2020 - Substantial Completion 67 months Oct. 2020 (substantial completion) Q 2-3, 2020 Shier Rings Rf-Relocatlom Water-xck/Sanitary, Avery Road Roundabout - Design,44op- of Roadway and Utilities 24 months P@eJan. 1, X82019 (start) Q 4, 2018 - Q 4, 2020 "Start" - Private Utility Relocation "Start' and ROW Jan. 1, 2020 (start) Acquisition - Construction Roadway "Start" — 44�February 1, 2021 Q 4 2020 - Relocated Shier Rings Road Open to Traffic — May 2022 Q 2, 2022 Public Sanitary Sewer Extension August 1, 2021 Substantially Complete Water Main Extension Substantially Complete September 1, 2021 - New Shier Rings Substantial Completion 18 +H 8+44S May 2022 Q 2, 2022 - Avery Roundabout =^' ^' 18 Fa ent..t4s WGtGb@F 2;02;1 (Substantial R-&� Substantial Completion Dec.j 31.2022 OSU - Ambulatory Building Property Acquisition Closing ----- May 15, 2020 Preliminary Architecture (for Zoning) 4 months Dec. 2018 Q 4, 2018 - Q 1, 2019 Architecture (incl. CDs) 6 months ----- Q 1 — Q 2, 2020 Construction - Start - Construction - Occupancy ----- July 1, 2020 21 months Oct. 1, 2020 3 months June — Sept 2022 Q 3, 2020 — Q 2, 2022 Q2—Q3,2022 EXHIBIT E PROPERTY RECONVEYANCE ESCROW AGREEMENT EXHIBIT F LIST OF AFFILIATED OSU ENTITIES ENTITY'S NAME FIX OHIO STATE UNIVERSITY PHYSICIAN'S INC. (OSUP) 3 1-1 447726 OSUP COMMUNITY OUTREACH LLC 46-3580388 OSU 31-6025986 CAMPUS PARTNERS FOR COMMUNITY URBAN REDVELOPMENT 31-1425735 MEDSTONE REALTY COMPANY, LLC 47-2884103 I=l►V O0• 1111:0111IYI1111C4" 1 Za IIIII)F000 ZaC11/011110I =00--1 REP -5i Za ----------------- ________________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY - Dublin, Ohio _ t � PARCEL • \ � � � A PARCEL C _ A _ �' - ✓ L� r��'� - _. _ A FAKE -D' Yf ' 9 a ®THEOHIO$ATEUNIVERSITY G2 _