TOWNSHIP TAX INCENTIVE AGREEMENT

TOWNSHIP TAX INCENTIVE AGREEMENT This TAX INCENTIVE AGREEMENT (the Agreement ), made and entered into as of the day of, 2014, by and between the CITY OF CENTERVILLE, OHIO, a municipal corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio and its Charter (the City ) and the TOWNSHIP OF SUGARCREEK (GREENE COUNTY), OHIO, a township and political subdivision of the State of Ohio (the Township and together with the City, the Parties ). RECITALS: WHEREAS, Sections 5709.40 et seq. of the Ohio Revised Code authorize a municipality to (i) declare the increase in the assessed value of parcels of real property from improvements made thereon to be a public purpose (which increase in assessed value is hereinafter referred to as the Improvement as defined in Ohio Revised Code Section 5709.40) (ii) exempt up to 100% of the Improvement from real property taxation for a period of up to 30 years and (iii) require the owner of real property for which an Improvement has been exempted from real property taxation under Section 5709.40 of the Ohio Revised Code to make payments in lieu of taxes, which payments are equivalent to the amount of real property taxes which would be payable on the Improvement but for the exemption from taxation; and WHEREAS, Section 5709.43 of the Ohio Revised Code further requires a municipality receiving payments in lieu of taxes to create a public improvement tax increment equivalent fund (the TIF Fund ) for deposit of the entire amount of such payments, to be used to pay the costs of public infrastructure improvements directly benefiting the real property for which an Improvement has been exempted from real property taxation and, if provided, to make payments to school districts impacted by such exemption from real property taxation; and WHEREAS, Cornerstone Developers, Ltd., an Ohio limited liability company (together with its successors and assigns, the Developer ), is the owner of certain land and improvements thereon located in the City (the Developer Property ); and WHEREAS the City, pursuant to Ordinance No. 7-13 of the City Council of the City adopted on July 15, 2013, which was amended on June 2, 2014 and on, 2014 (as amended, the Amended TIF Ordinance ), among other things, (i) declared the Improvement to certain portions of the Developer Property (such parcels being collectively referred to as the TIF Parcels which TIF Parcels are depicted on EXHIBIT A which is attached hereto and incorporated herein by reference) to be a public purpose under Section 5709.40(B) of the Ohio Revised Code, (ii) exempted one hundred percent (100%) of the Improvement to each TIF Parcel (the TIF Exemption ) for a period commencing with the first tax year that begins after the effective date of the Amended TIF Ordinance (as hereinafter defined) and in which an Improvement first appears on the tax list and duplicate of real and public utility property for that TIF Parcel and ending on the earlier of (a) thirty (30) years after such exemption commenced or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43

(in each case, an Exemption Period ) and (iii) created the required TIF Fund (the Cornerstone TIF Fund ); and WHEREAS, the City and the Developer heretofore entered into a Development Agreement dated November 14, 2013, as amended on, 2014, to provide for, among other things, the construction and financing of certain public infrastructure improvements which will directly benefit the TIF Parcels and payment by the owners of the TIF Parcels amounts equal to the amount of real property taxes that would have been paid on the Improvement had the TIF Exemption not been granted by the City pursuant to the Amended TIF Ordinance (collectively, the Service Payments ); and WHEREAS, in connection with the approval of the TIF Exemption, the City has heretofore agreed to remit a portion of the Service Payments to the Bellbrook-Sugarcreek Local School District (in accordance with the Tax Incentive Agreement dated June 3, 2014 between the City and that School District, the Tax Incentive Agreement ) and the Greene County Vocational School District; and WHEREAS, to facilitate the provision of fire and EMS services by the Township to the TIF Parcels, the City has determined to remit a portion of the Service Payments to the Township to be used by the Township to pay the cost of certain public infrastructure improvements that will directly benefit the TIF Parcels solely related to the provision of fire and EMS services; and WHEREAS, before this Agreement shall become effective, the City and the Bellbrook- Sugarcreek Local School District shall have executed an amendment to the Tax Incentive Agreement (the First Amendment to Tax Incentive Agreement ); NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter described, the City and the Township agree and bind themselves as follows: Section 1. Compensation to Township. (a) The City has heretofore created an account designated as the Township Payments Account within the TIF Fund. (b) During any year or any portion thereof in which the City receives Service Payments, the City agrees to make deposits into the Township Payments Account for the benefit of the Township, but solely from the Service Payments actually received by the City, in an amount equal to (collectively, the TIF Compensation ): (i) For the period described in Section 1(c)(i) of the Tax Incentive Agreement, (1) five percent (5%) of the Bellbrook-Sugarcreek Share of the Service Payments derived from the TIF Parcels (other than any Residential Parcels, as such term is defined in the Tax Incentive Agreement as amended), plus (2) five percent (5%) of the Greene County Vocational Share of the Service Payments derived from the TIF Parcels (other than any Residential Parcels, as such term is defined in the Tax Incentive Agreement as amended). - 2 -

(ii) For the period described in Section 1(c)(ii) of the Tax Incentive Agreement, the Township Fire/EMS Share. As used herein, the following terms shall have the following meanings: Bellbrook-Sugarcreek Share means the real estate taxes that would have been paid to the Bellbrook-Sugarcreek Local School District if the Improvement to the TIF Parcels had not been exempted from taxation by the City pursuant to the Amended TIF Ordinance. Green County Vocational Share means the real estate taxes that would have been paid to the Greene County Vocational School District if the Improvement to the TIF Parcels had not been exempted from taxation by the City pursuant to the Amended TIF Ordinance. Township Fire/EMS Share means the real estate taxes that would have been paid to the Township in connection with a levy authorized under Ohio Revised Code Section 5705.19(I) if the Improvement to the TIF Parcels had not been exempted from taxation by the City pursuant to the Amended TIF Ordinance. (c) The City shall deposit the TIF Compensation into the Township Payments Account within thirty (30) days after the City receives a Service Payment distribution with respect to the TIF Parcels. (d) The Township may, from time to time, provide a written request, authorized by a resolution adopted by the Board of Township Trustees, to the City requesting that the City transfer a specified portion of the monies on deposit in the Township Payments Account to the Township. Any such written request, in addition to the amount of the request, shall include a description of the public infrastructure improvements (meaning capital expenditures and not operating expenses) in respect of which the monies shall be expended. The Township acknowledges and agrees that such monies shall be expended exclusively for the provision of fire/ems capital expenditures and such fire/ems expenditures shall be utilized by the Township to directly benefit the TIF Parcels, with the determination of whether such public infrastructure improvements will directly benefit the TIF Parcels shall be subject to the reasonable determination of the City. The City agrees that no later than thirty (30) days following receipt of a request submitted in accordance with this paragraph, the City shall either (i) remit to the Township the amount requested or (ii) notify the Township that it has reasonably determined that the public infrastructure improvements will not directly benefit the TIF Parcels and that the monies requested will not be remitted to the Township. In no instance will the City remit more monies to the Township than what currently exist in the Township Payments Account at the time of receipt of a Township request or result in the City having to issue securities to fulfill a Township request for funds. (e) The Township agrees that any TIF Compensation remitted by the City to the Township shall be used solely by the Township and solely for the purpose(s) expressly identified in the related written request to the City. - 3 -

(f) The Township further agrees that it will provide to the City, within thirty (30) days of any remittance by the City, detailed information relating to the expenditure of any TIF Compensation sufficient to demonstrate that such TIF Compensation was expended solely on public infrastructure improvements which directly benefitted the TIF Parcels. Section 2. Further Provisions Relating to TIF Compensation. (a) The Township covenants that it will not file any future legal or administrative action against the City or the developer(s) of the TIF Parcels that would alter in any fashion the operation and administration of the TIF Exemption provided to the TIF Parcels or reduce the amount of Service Payment to be received by the City. (b) The Township further covenants that it will provide fire/ems services to the TIF Parcels at a level which would be customarily required for the type of development located upon the TIF Parcels and that it will not hereafter diminish or eliminate that level of fire/ems services provided to the TIF Parcels. (c) The Parties agree that nothing in this Agreement shall be interpreted to characterize the City s obligations hereunder as general obligation debt or bonded indebtedness, or a pledge of the full faith and credit of or taxes levied by the City. Section 3. Miscellaneous. (a) Assignment. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. (b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. (c) 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. (d) 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. (e) Duration of Agreement. This Agreement shall not become legally binding on the Parties and effective until the Effective Date (which is conditioned upon the occurrence of the event described in Section 3(f)) and once effective, shall remain in effect until the expiration of the latest Exemption Period. (f) Effective Date. This Agreement shall become effective on the date on which the City and the School District have executed the First Amendment to Tax Incentive Agreement. In the event that the First Amendment to Tax Incentive Agreement is not executed within ninety (90) days following the execution of this Agreement, then this Agreement shall terminate and be considered void ab initio. - 4 -

(g) Entire Agreement. This Agreement (including the portions of the Tax Incentive Agreement (as amended) as referenced herein) constitutes the entire Agreement between the Parties on the subject matter hereof and supersedes all prior negotiations, agreements and understandings, both written and oral, between the Parties with respect to such subject matter. This Agreement may not be amended, waived or discharged except in an instrument in writing executed by the Parties. (h) Events of Default and Remedies. 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 any Party hereto, such defaulting Party shall, upon written notice from any nondefaulting Party, 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 defaulting Party shall upon written notice from any non-defaulting Party commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the defaulting Party. (i) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (j) 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, officer, agent or employee of the City or the Township other than in his or her official capacity, and neither the members of the legislative bodies of the City or the Township 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 the City and the Township contained in this Agreement. (k) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its principles of conflicts of laws. (l) Legal Authority. The Parties respectively represent and covenant that each is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. The Parties further respectively represent and covenant that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of the Parties, enforceable in accordance with its terms. - 5 -

(m) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the contrary, in no event shall City or the Township 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. (n) 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 or if handdelivered or 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, and 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. For purposes of this Agreement, notices shall be addressed to: (ii) the Township at: Sugarcreek Township, Ohio 2090 Ferry Road Sugarcreek Township, Ohio 45305 Attention: President, Board of Township Trustees (i) the City at: City of Centerville, Ohio 100 W. Spring Valley Road Centerville, Ohio 45458 Attention: City Manager The Parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices; certificates, requests or other communications shall be sent. (o) No Waiver. No right or remedy herein conferred upon or reserved to any Party is intended to be exclusive of any other right or remedy, and each and every right or remedy shall be cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof. Every right and remedy given by this Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed expedient by the parties hereto, as the case may be. (p) 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. (q) Severability. 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 - 6 -

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. (r) Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. (s) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS) - 7 -

IN WITNESS WHEREOF, the City and the Township have caused this Tax Incentive Agreement to be executed in their respective names by their duly authorized officers all as of the date hereinbefore written. SUGARCREEK TOWNSHIP (GREENE COUNTY), OHIO By: Printed: Title: President, Board of Township Trustees By: Printed: Title: Township Trustee By: Printed: Title: Township Trustee CITY OF CENTERVILLE, OHIO By: Printed: Title: Gregory B. Horn City Manager Approved as to form and correctness: Municipal Attorney - 8 -

FISCAL OFFICER S CERTIFICATE The undersigned, Finance Director of the City under the foregoing Agreement, certifies hereby that the monies required to meet the obligations of the City during the year 2014 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:, 2014 Finance Director City of Centerville, Ohio FISCAL OFFICER S CERTIFICATE The undersigned, Fiscal Officer of the Township under the foregoing Agreement, certifies hereby that the Township does not have any financial obligations under the foregoing Agreement during Fiscal Year 2014. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. Dated:, 2014 Fiscal Officer Sugarcreek Township (Greene County), Ohio

EXHIBIT A TIF PARCELS