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DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT (the “Development Agreement”) is entered into as of December __, 2017 (the “Effective Date”) between the City of Canton, Ohio, a nonchartered municipal corporation, (the “City”), and HOF Village LLC, a Delaware limited liability company (hereinafter, “HOF Village LLC” or the “Developer”), together with its successors, assigns and affiliates under the following circumstances, with each capitalized word or term used as a defined term having the meaning assigned to it herein. RECITALS A. High School Campus. The Canton City School District (the “Canton CSD”) is the owner of that certain real property located in the City, and improved with the Tom Benson Hall of Fame Stadium (the “HOF Stadium”), McKinley High School, the Branin Natatorium, the Memorial Field House, Scott Field and other athletic fields, Umstattd Hall and the Zimmermann Center, and various parking lots (collectively, the “High School Campus”).

HOF Facility Site. The City is the owner of that certain real property located in the City, with an address of 2121 George Halas Drive (the “HOF Facility Site”). With the exception of certain portions of the parking lot and building improvements located on the HOF Facility Site, the HOF Facility Site is leased by the City to the National Football Museum, Inc. which does business as the Pro Football Hall of Fame (the “PFHOF”). B.

C. HOF Facility. The PFHOF owns and operates the building and other improvements located on the HOF Facility Site and known as the Pro Football Hall of Fame, which comprises an interactive educational, recreational and research facility (the “HOF Facility”).

HOF Village Private Development Property. PFHOF and HOF Village LLC own and lease certain additional property located in the City and are in the process of acquiring additional parcels, some of which will, with City Council approval, be annexed into the City (the “HOF Village Private Development Property”). D.

E. School District Cooperative Agreement. The Stark County Port Authority (the “Stark Port”), Canton CSD, PFHOF and HOF Village LLC entered into that certain Cooperative Agreement dated September 3, 2015 (and as supplemented, amended, restated and/or modified thereafter, the “Canton CSD Cooperative Agreement”), which contains the general terms and conditions with respect to the development, construction, financing, use, operation and maintenance of the HOF Village Complex (hereinafter defined). F. Fee Transfer and School Ground Leases. It is anticipated that certain property will be transferred in fee by the Canton CSD and/or the City to HOF Village LLC and/or PFHOF. In addition, pursuant to the terms and conditions of the Canton CSD Cooperative {01919261 -24}

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Agreement, Canton CSD has conveyed, and Stark Port has accepted, the conveyance of a leasehold interest in certain portions of the High School Campus, generally and separately known as the Stadium Parcel, the Scott Fields Parcel and the Parking Lot Parcel (collectively the “Ground Leased School Property”), pursuant to three (3) separate Ground Leases dated as of February 26, 2016 (the “School Ground Leases”). G. School Property Improvements. Pursuant to the terms and conditions of the Canton CSD Cooperative Agreement, Stark Port has agreed with Canton CSD to: (i) acquire, construct, equip and otherwise improve “port authority facilities,” as defined in Sections 4582.21 through 4582.59 of the Ohio Revised Code, as amended from time to time, together with Article VIII, Section 13, Ohio Constitution (the “Port Act”), on the Ground Leased School Property (the “School Property Improvements”); (ii) accept ownership of the School Property Improvements; and (iii) finance the cost of acquiring, constructing, equipping and otherwise improving the School Property Improvements by issuing “port authority revenue bonds,” as defined in Section 4582.21 of the Port Act, including, without limitation, anticipatory revenue notes, and accepting certain advances from PFHOF, HOF Village LLC and/or other parties, pursuant to the terms and conditions of the Cooperative Agreement.

HOF Village Private Development Property Improvements. Pursuant to the terms and conditions of the Canton CSD Cooperative Agreement, those improvements contemplated to be constructed, at the option of HOF Village LLC on the HOF Village Private Development Property, include the “Center for Excellence,” “Field House and Performance Center,” the “Hall of Fame Family Experience,” “Hotel,” “Legends Landing,” “Hall of Fame Way” and “Legends Village,” as well as additional fields, retail and other commercial development, hotels, parking facilities, roadways and related infrastructure (the “Private Development Property Improvements”). In connection with financing to be obtained for such Private Development Property Improvements, it is anticipated that various ground leases and capital leases will also be entered into by and among the Stark County Port Authority and Developer or its affiliates, among other parties, such leases being collectively referred to as “Additional Ground Leases”. H.

I. HOF Village Complex. Pursuant to the terms and conditions of the Canton CSD Cooperative Agreement, the Parties have agreed to certain terms and conditions relating to the acquisition, development, construction, financing, operation and maintenance of the commercial, educational, retail and recreational complex located on the HOF Village Private Development Property and anchored by the HOF Facility and HOF Stadium, which complex is to be known as the “Johnson Controls Hall of Fame Village” pursuant to a certain naming rights agreement (the “HOF Village”, together with the Ground Leased School Property, as improved by the School Property Improvements, the HOF Facility Site, the HOF Facility and the Private Development Property Improvements, the “HOF Village Complex”).

TIF Ordinance. In order to create and preserve jobs and employment opportunities within the jurisdiction of the City and to improve the economic welfare of the people of the City, in accordance with Ohio Const. Article VIII, Section 13, the City Council adopted Ordinance No. 262/2015 on December 28, 2015 (the “Initial TIF Ordinance”), in accordance with Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43 (the “TIF Act”) for the development and financing of the School Property Improvements and certain other public J.

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improvements in accordance with the TIF Act, and which identified parcels subject to the TIF Act (“TIF Parcels”). On July 3, 2017, the City Council adopted Ordinance No 145/2017 (“First TIF Expansion Ordinance”) in accordance with the TIF Act, pursuant to which additional parcels of land were included as TIF Parcels (such Initial TIF Ordinance, First TIF Expansion Ordinance and any further ordinances adopted by City Council which include additional land as TIF Parcels being collectively referred to herein as the “TIF Ordinance.”). TIF Program. In conjunction with the Initial TIF Ordinance, the City has established a tax increment financing program (the “TIF Program”), in accordance with the Revised Code including the TIF Act, authorizing the City to declare improvements to certain real property to be a public purpose, and authorizing the Mayor of the City to negotiate agreements for tax increment financing. The terms of the TIF Program are and/or will be more fully set forth in one or more TIF Cooperative Agreement(s) entered into or to be entered into between the City, HOF Village LLC and its affiliates, and certain other parties, including without limitation the Stark Port, the Development Finance Authority of Summit County, Toledo Lucas County Port Authority, the Ohio Enterprise Bond Fund, and certain bond trustees, (collectively, the “Cooperative Parties”) in order to facilitate issuance of bonds in connection with such tax increment financings. Such agreements are referred to herein as the “TIF Cooperative Agreements” or individually as a “TIF Cooperative Agreement”. K.

Infrastructure Improvements. In order to facilitate the development of the HOF Village Complex, certain public infrastructure improvements as contemplated by the Initial TIF Ordinance are necessary, including, but not limited to, the construction of public surface parking lots and public parking structures; the construction, reconstruction, extension, opening, and improving of roadways; the provision of lighting systems; the construction or reconstruction of public parks and greenspaces; the construction or installation of streetscape improvements; and the designing, engineering, constructing and improving of new or upgraded infrastructure for utilities, all as further described in the TIF Ordinance. For purposes of this Agreement, such infrastructure improvements are (i) narratively described in the TIF Ordinance and are shown on and described in the General Development Plan for the HOF Village Complex as approved by the City Council on April 17, 2017 and recorded as Instrument No. ------- recorded in Stark County Records on [November --, 2017] (as may be amended, supplemented and/or modified from time to time, the “GDP”), and (ii) to the extent not a part of the GDP, narratively described and shown on the drawings that are attached hereto and made a part hereof as Exhibit B. All such infrastructure improvements, whether located within or outside the HOF Village Complex, are hereinafter collectively referred to as the “Development Infrastructure”. L.

M. City Funding. Pursuant to the TIF Cooperative Agreements, the City will transfer the TIF Payment Amount (as defined in Section 4(d)) to certain of the Cooperative Parties as specified in such TIF Cooperative Agreements, to pay debt service on bonds issued by one or more of the Cooperative Parties to finance certain of the Development Infrastructure and public parking facilities, which Development Infrastructure and public parking facilities are intended to create and preserve jobs and employment opportunities, improve the economic welfare within the jurisdiction of the City, and which directly benefit and serve the public, the High School Campus, HOF Facility Site and the HOF Village Private Development Property and the people of the City in general. The Project Site is located within the Canton CSD and the Plain Local {01919261 -24}

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School District (the “Plain LSD”). Use of the Service Payments by the City is subject to the terms of the Compensation Agreement dated December 31, 2015 by and among the City, the Canton CSD, the Plain LSD and HOF Village LLC (as supplemented by First Supplement to Compensation Agreement dated as of October 20, 2017, and as further supplemented and/or amended from time to time, the “School Compensation Agreement”). N. Tourism Development District. In accordance with the provisions of Ohio Revised Code Section 715.014 (the “TDD Act”) and for the purpose of fostering tourism and development in the City of Canton, the City Council adopted Ordinance No. 260/2016 on December 19, 2016 (the “TDD Ordinance”) designating a portion of the HOF Village Complex as a Tourism Development District, which has been expanded by Ordinance No. 144/2017 adopted July 3, 2017 and which is anticipated to be further expanded from time to time in accordance with the provisions of the TDD Act (such property, as expanded from time to time, being referred to herein as the “TDD”).

Development Agreement. In order to carry out the public purposes and to comply with the requirements of the TIF Act, the TIF Ordinance, the TDD Act, and the TDD Ordinance, the parties desire to enter into this Development Agreement to (i) provide for tax increment financing to facilitate development and construction of the applicable Development Infrastructure and public parking facilities, (ii) provide for the receipt, expenditure and management of tax revenue “waterfalls” to be received by and/or payable to the City pursuant to legislation adopted by City Council affecting the TDD and relating to the collection of certain tax revenues, which tax revenues will be used for the purpose of fostering tourism and development in the TDD, including funding for the construction and/or maintenance of the Development Infrastructure and public parking facilities and Private Development Property Improvements, and (iii) establish the respective legal, capital and fiscal obligations of the parties, including, without limitation, obligations regarding development and construction of the Development Infrastructure. The Developer is willing to complete the Development Infrastructure, make the Service Payments (as defined in Section 4(c) of this Development Agreement), and perform such other actions required by the Developer as described in this Development Agreement. O.

P. Operations and Maintenance of HOFV Infrastructure. The City and HOF Village are, contemporaneously with the execution of this Agreement, executing that certain Operations and Maintenance Agreement dated of even or approximately even date herewith (including any amendments, modifications, supplements and/or restatements thereof from time to time, the “O&M Agreement”) pursuant to which the City and HOF Village have defined their rights and obligations regarding the operations and maintenance of the HOFV Infrastructure (as defined therein).

Q. Best Interest of the City. The Development of the HOF Village Complex, completion of the Development Infrastructure and public parking facilities and Private Development Property Improvements, and the fulfillment generally of this Development Agreement, are (i) in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, (ii) will further the creation of jobs and employment opportunities, (iii) will improve the eco-

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nomic welfare of the people of the City, and (iv) will promote and foster tourism and develop ment within the TDD and the City generally. As an inducement to and in consideration of the conditions and covenants contained in this Development Agreement, the parties agree as follows: Section 1.

Representations.

(a) The City hereby represents and warrants that: (i)

it is a political subdivision, duly organized and validly existing under the laws of the State of Ohio;

(ii)

it has performed all acts required of it as a condition to signing and delivering this Development Agreement;

(iii)

it is not in violation of any laws of the State of Ohio to an extent that would impair its ability to carry out its obligations under this Development Agreement;

(iv)

it has the power to enter into and perform its obligations under this Development Agreement; and

(v)

its Council has duly authorized the signing, delivery, and performance of this Development Agreement.

(b) The Developer hereby represents and warrants that: (i)

it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and it is in good standing under the laws of the State of Ohio and has full power and authority to operate its properties and conduct the business now being conducted by it, as well as the business contemplated by this Development Agreement to be conducted by it; and it is not in violation of any of the governing instruments of HOF Village LLC or any provision of law known to be applicable to it;

(ii)

it has performed all acts required of it as a condition to signing and delivering this Development Agreement;

(iii)

it is not in violation of any laws of the State of Ohio to an extent that would impair its ability to carry out its obligations under this Development Agreement;

(iv)

it has the power to enter into and perform its obligations under this Development Agreement;

(v)

IRG Canton Village Manager, LLC, its Manager, duly authorized the signing, delivery, and performance of this Development Agreement;

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(vi)

it is, and it will require in its contracts that all of its contractors be equal opportunity employers that do not discriminate in employment of persons or awarding of contracts or subcontracts because of a person’s race, sex, age, religion, national origin, gender identity, veteran or handicap status. Developer is aware of and fully informed of its responsibilities and agrees at all times to comply with and to require its contractors and subcontractors to comply with the following: (A) Executive Order 11246, as amended or superseded in whole or in part, and as contained in Section 202 of the Executive Order as found at 41 C.F.R. § 60-1.4(a)(1-7); (B) Section 503 of the Rehabilitation Act of 1973 as contained in 41 C.F.R. § 60-741.5; and (C) The Vietnam Era Veterans' Readjustment Assistance Act of 1974 as contained in 41 C.F.R. § 60-300.5;

(vii)

it shall, and it shall use its best efforts to require in its contracts that all of its contractors engaged to construct the Private Development Property Improvements and Development Infrastructure shall, perform all of its or their obligations under this Agreement in compliance with all laws, rules, regulations and other legal requirements applicable to Developer as well as applicable to the City (all such laws, rules, regulatory guidance, regulations and legal requirements being, hereinafter, “Applicable Laws”);

(viii)

it is familiar with, currently complies with, and will in the future comply with all applicable anti-bribery or anti-corruption laws, including, without limitation, those prohibiting Developer, and, if applicable, its officers, employees, and agents, from taking actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors, services, and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (A) an executive, official, employee or agent of a governmental department, agency or instrumentality, (B) a director, officer, employee or agent of a wholly or partially government-owned or governmentcontrolled company or business, (C) a political party or official thereof, or candidate for political office (“Government Official”) or any other person; while knowing or having a reasonable belief that all or some portion will be used for the purpose of rewarding or: (I) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (II) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, (III) inducing any person to use his or her influence to improperly affect any act or decision of their employer, or (IV) securing an improper advantage; in order to obtain, retain, or direct business;

(ix)

neither it nor its members or affiliates, or, to its knowledge without further inquiry, representatives, contractors or subcontractors, is the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), or other relevant sanctions authority (collectively, “Sanctions”), nor is

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the Developer located, organized or resident in a country or territory that is the subject of Sanctions; (x)

in connection with any construction or other development work to be performed by Developer hereunder, as between Developer and the City, Developer will be solely responsible for developing, implementing and maintaining job site safety and security programs and plans, and Developer acknowledges and agrees that by reviewing and/or approving any plans or processes, and/or as a result of issuing any permits or entering into any other agreements with Developer or any affiliate, contractor or subcontractor thereto, the City is not hereby assuming any risk or liability related to any injury, loss or damage occurring on any project hereunder or in connection with any construction or development of any of the Improvements contemplated hereunder; and

(xi)

in connection with the construction of any Development Infrastructure and public parking facilities financed with proceeds of any TIF Bonds or TDD Bonds (s such terms are hereinafter defined), Developer shall not permit any mechanics liens to attach to such Development Infrastructure and/or public parking facility, and will cause any and all mechanics liens arising in connection with such construction to be promptly cancelled, bonded or discharged of record within sixty (60) calendar days after filing.

Section 2.

The Developer’s Plans and Specifications.

The Developer has and will continue to prepare and submit to the City its plans, drawings, and other materials (the “Plans and Specifications”) in connection with School Property Improvements, the Development Infrastructure, public parking facilities and the Private Development Property Improvements (collectively the “Improvements”). The Plans and Specifications shall further include a site plan, building layout, elevations of structures, parking, landscaping, signage, and any other planning materials that are reasonably required by the City. The Plans and Specifications as submitted to the City will conform to the provisions of this Development Agreement, the GDP, and the requirements of applicable federal, state, and local laws and regulations. The Plans and Specifications are subject to review and approval by the City, in writing. The City agrees to use good faith and diligent efforts to work with the Developer to expedite the approval of the Plans and Specifications within a reasonable time, and to assist with phasing in accordance with the project timeline provided to City by Developer from time to time. To that end, the City will endeavor to expeditiously respond to submissions by Developer within a reasonable period of time. Plans and Specifications are anticipated to be submitted and shall be reviewed and approved in phases for discrete components of the Improvements. If the Developer desires to make any material change in the content of any of the Plans and Specifications after their approval by the City, the Developer must submit the proposed change to the City for its review and approval and the City will use good faith and diligent efforts to respond to the Developer expeditiously and within a reasonable period of time. Approvals of the changes to the Plans and Specifications will be reviewed and processed based {01919261 -24}

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on the terms and conditions of this Development Agreement and applicable City and State codes, rules and regulations. The Developer shall use good faith and diligent efforts to submit any amended Plans and Specifications to the City in sufficient time to enable the City to review and either approve or require Developer to correct the Plans and Specifications before the time required by this Development Agreement for the Developer to commence constructing the Improvements. Notwithstanding the foregoing, however, no delay by Developer in submitting amended or other Plans and Specifications to the City hereunder will result in Developer obtaining any extension or other rights or relief from Developer’s obligations hereunder unless such delay arises from an act or failure to act by the City within applicable time periods or by applicable deadlines. Developer acknowledges that no building or other permits may be issued for commencement of construction of any portion or phase of the Improvements before obtaining the City’s approval of the Plans and Specifications for such Improvements. The Developer will prepare the necessary construction drawings and specifications for the purpose of obtaining building or construction permits for each Phase of the Improvements. The Developer must deliver the construction drawings to the City for review and approval to ensure the construction drawings are consistent with the approved Plans and Specifications. The City will use diligent efforts to expeditiously respond within a reasonable time after submission. Section 3. (a)

Construction of the Improvements.

The parties acknowledge that the Phase I and the Phase II Stadium Improvements have been substantially completed as of the Effective Date. The Developer has commenced construction of the Development Infrastructure. The City acknowledges that portions of the Phase I Stadium Improvements and Phase II Stadium Improvements constitute a portion of the Development Infrastructure, and it is the intent of the City to authorize reimbursement to HOF Village Stadium, LLC for the costs of certain of the Phase I Stadium Improvements and Phase II Stadium Improvements, and to authorize reimbursement to Developer and/or its Affiliates other costs of Development Infrastructure and public parking facilities from the proceeds of bonds issued in connection with the TIF Ordinance in accordance with the terms of one or more of the TIF Cooperative Agreements and the TIF Act. The entering into and execution of this Development Agreement shall be evidence of such intent to authorize reimbursement to HOF Village Stadium, LLC, Developer and/or its Affiliates as described above. The City shall not be required to approve draw requests during the course of construction with respect to any Improvements paid for with the proceeds of TIF Bonds or TDD Bonds. The Developer will use commercially reasonable efforts to substantially complete the Development Infrastructure contemplated in the GDP as part of the initial phase of the Development within six (6) years of commencement (the “Phase I Development Infrastructure Targeted Completion Date”), subject to the following: (a) the City acknowledges that this is a large, multi-phase development and certain of the Development Infrastructure will be constructed on parcels which must be acquired by HOF Village LLC and then annexed to the City from Plain Township, which may occur in Phases and the timing of which is

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not predictable; (b) should the scope or amount of land contained within the GDP be expanded by Developer and approved by City Council, then an appropriate extension of the Phase I Development Infrastructure Targeted Completion Date shall be granted to Developer; and (c) should the national gross domestic product decline for two (2) successive calendar quarters (the “Recession Commencement Period”), then Developer shall have the right to extend the Phase I Development Infrastructure Targeted Completion Date for that number of months equal to the number of months which elapse from the first day of the first calendar quarter of the Recession Commencement Period and continuing until the last day of the two (2) calendar quarter periods during which the national gross domestic product has risen in each such successive calendar quarter. In connection with any construction, if it serves the Development Infrastructure and is in compliance with Applicable Laws and the approved Plans and Specifications, the Developer is permitted, at its own cost and at its own risk, to grade, level, and fill the land; remove trees and shrubs; install roadways and walkways; install utilities on the Development Property; and perform any additional work. The City shall not have any liability for expenses or otherwise in connection with constructing the Development Infrastructure unless the City specifically agrees to be so liable, provided that the City shall bear its own expenses related to the issuance of any bonds supported by either payments in lieu of taxes (“PILOTS”) or TDD Revenues (as defined in Section 6(b)) to the extent such expenses are approved by the City in advance and cannot be paid or reimbursed from proceeds of such bonds. (b)

The Developer also covenants and agrees to (a) commence construction of the Center for Excellence and the Hall of Fame Village Hotel (“Hotel”) within one (1) year after the Effective Date, and (b) complete construction of the Center for Excellence and the Hotel within thirty (30) months after the commencement of construction.

(c)

The Developer further agrees that, to the extent required by law or by contract or otherwise, laborers and mechanics working on the Development Infrastructure shall be paid prevailing wages, which wages, if required, shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code.

(d)

The Developer further agrees that, if an affiliate or subsidiary of the Developer performs any work on the Improvements or renders any services in connection with the Development Property and for which the Developer seeks reimbursement or payment from TDD Revenues or the proceeds of TDD Bonds (as defined in Section 6(b)) or TIF Bonds (as defined in Section 4(b)), the charge for such work or services shall be at rates which are competitive in the market place and consistent with arms’ length transactions for such work and services.

(e)

The Developer further agrees that prior to the commencement of construction of any of the Development Infrastructure hereunder, excluding construction of that Development Infrastructure which has already commenced pursuant to permits

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issued by the City, the Developer will determine the existence of, and locate, any easements or utilities, whether on or serving the Hall of Fame Village Complex, including any subsurface utilities, that may be affected by the construction of the Improvements and/or by the operation and/or maintenance of the Development Infrastructure, and the Developer will perform any construction, operation and maintenance of said Improvements in a manner that is designed to reasonably ensure the safety and protection of such utilities. Developer shall be responsible for reviewing and independently verifying any utilities information or data (including, without limitation, any such other information provided by the City, its agents, employees or contractors), and contacting all applicable utility providers and/or state mandated utility locating services, and shall not proceed with any excavation until it has, in good faith, determined the location of all applicable utilities. If any other utility operator’s or other third party’s consent is required in connection with the construction, operation and/or maintenance of the Improvements, the Developer is solely responsible for obtaining the necessary consents prior to commencing construction or performing any maintenance or repairs on the Improvements. (f)

At all times during the term of this Agreement, Developer will obtain and maintain the following types of insurance covering the Development Infrastructure and will comply with the following provisions with respect to such insurance: (i)

Commercial general liability insurance to protect against bodily injury, death or property damage liability resulting from any use of or accident occurring in, on or about the HOF Village Complex, with a single occurrence limit of not less than Three Million and No/100 Dollars ($3,000,000.00) per person and Five Million and No/100 Dollars ($5,000,000.00) in the aggregate, which may be provided by a combination of primary and umbrella/excess liability insurance, with a deductible of not more than Twenty-Five Thousand Dollars ($25,000.00) as to any individual claim during construction of the HOF Village Complex and Fifty Thousand Dollars ($50,000.00) thereafter, and worker's compensation insurance insuring against and satisfying Developer’s obligations and liabilities under the worker's compensation laws of the State of Ohio, including any employer's liability insurance required by the laws of the State of Ohio. During construction, Developer shall further require its contractors and subcontractors to obtain comparable types of insurance as set forth above in connection with all work performed by such subcontractors with limits that are customary and reasonable in relation to the scope of each contractor’s or subcontractor’s contract.

(ii)

Fire and all risk/special form insurance due to fire and other casualties covering the Development Infrastructure included in the HOF Village Complex, to the extent that Developer has an insurable interest therein, in an amount not less than the full replacement cost thereof; provided that (i) the “full replacement cost” shall be determined from time to time in accordance

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with but not more frequently than the then current insurance industry practices, but in any event not less frequently than every two (2) years, and (ii) the levels of insurance described herein that are required to be maintained shall, over time, be increased so that such levels are reasonable; provided, however, in no event shall such levels of insurance be less than the amounts set forth herein, as adjusted annually, for increases in the Consumer Price Index, which coverage may be provided, in part, during construction, reconstruction or rehabilitation of portions of the HOF Village Complex, Development Infrastructure or any part thereof, by builder's risk insurance provided by the General Contractor as All-Risk Insurance naming Developer, or its Affiliates, as an insured party for one hundred percent (100%) of insurable value (which value shall not be less than replacement cost of the improvements in progress); (iii) The

required coverage may be provided under "blanket" policies, so long as the amounts and coverages thereunder will provide protection equivalent to that provided under a single policy meeting the requirements of this section. To the extent available, upon execution of this Agreement, and in any event within thirty (30) days after the Effective Date, Developer shall deposit proof of insurance with the City and shall notify the City upon renewals of said policies not fewer than fifteen (15) days prior to the expiration of the term of such coverage. Developer shall use commercially reasonable efforts to require that all such policies provide that the insurers give the City not fewer than ten (10) days' notice prior to cancellation or renewal. All insurance shall be issued by generally recognized, responsible insurance companies qualified to do business in the State.

(iv)

Except for any worker's compensation maintained by or on behalf of Developer hereunder, all insurance coverages afforded by policies of insurance maintained by or on behalf of Developer shall be primary insurance as such coverages apply to the City, and any such insurance coverages separately maintained by the City shall be excess. The amount of liability insurance under insurance policies maintained by or on behalf of Developer hereunder shall not be reduced by the existence of insurance coverage under policies separately maintained by the City. Neither Developer nor its insurers shall be entitled to receive any contribution from any insurance policies separately maintained by the City. Developer shall be solely responsible for any premiums, deductible assumptions, retentions, audits, retrospective adjustments or any other kind of payment due under its policies.

(v)

In the event Developer shall fail to maintain any insurance coverage required hereunder, the City may, but has no obligation to, obtain such coverage on behalf of Developer and hold Developer liable for reimbursement and/or payment of all costs for such coverage. Developer shall reimburse the City for, or pay directly any third party providing such coverage, the cost of such insurance coverage within thirty (30) days of receipt of any invoice therefor

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from the City or a third party providing such coverage. Any loss suffered by the City or Developer as a result of any deficiency in insurance coverage maintained by the Developer shall be the responsibility, as between the City and Developer, of Developer. (vi)

The City and the Developer agree that the insurance coverage required herein is not to be construed to void or limit the Developer’s indemnity obligations under this Agreement. The City and the Developer also agree that the Developer’s insurance and indemnity obligations shall not in any manner reduce or derogate any insurance maintained by the City nor any defenses to claims which the City may have.

(vii)

Developer’s commencement of construction of the Development Infrastructure without delivering the certificates of insurance shall not constitute a waiver of Developer’s obligation to provide the foregoing insurance coverage. Upon written request of the City, which request shall not be made more frequently than once a year, Developer shall provide the City with a certificate evidencing the insurance coverage required to be maintained by Developer. If Developer provides to the City a certificate that does not evidence the required coverage, or that is faulty in any respect, such shall not constitute a waiver of Developer’s obligations to provide such coverage.

(viii) Notwithstanding

any provision of this Agreement to the contrary, the City, Developer and all parties claiming under either of them, each mutually release and discharge each other from all claims and liabilities arising from or caused by fire or other casualty or risk with respect to the Development Infrastructure and any public parking facilities, and any personal property of either the City or Developer located thereon or therein, or the activities occurring in, on or about the Development Infrastructure, no matter how caused, if and to the extent of the insurance proceeds payable under any insurance coverage maintained by the City, Developer or other party claiming under either of them with respect to those risks, and the City and Developer shall cause appropriate endorsements to be obtained from the providers of any such insurance evidencing the recognition and acceptance by the respective provider of this provision.

(ix)

(g)

Developer and each of its contractors or subcontractors shall require the City to be named as an additional insured party with respect to the insurance coverage to be obtained by Developer hereunder.

The Developer, with the City’s consent, has engaged an engineering firm to conduct a study of the sanitary sewer downstream from the Development Property (the “Sanitary Sewer Study”), the cost of which Sanitary Sewer Study shall be paid by Developer. Based upon current plans and the current version of the GDP, the City and Developer agree that the Sanitary Sewer Study is the only study

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required with respect to the City’s existing facilities and systems outside the TDD. Further, Developer and the City agree that the only improvements to be paid for by Developer outside the boundary lines of the GDP are those described in Exhibit B attached hereto and incorporated herein by reference and that, unless otherwise agreed to in writing by Developer, separately or in this Agreement, neither Developer nor its affiliates shall have any obligation to pay for new improvements or upgrades to the City’s existing facilities and systems outside the boundary lines of the GDP. Developer’s obligation to provide new improvements or upgrades to the City’s existing facilities and systems within the boundary lines of the GDP are described on the GDP. (h)

The Developer acknowledges and agrees with the City that the Development Infrastructure and certain pre-existing public infrastructure improvements located within the GDP, which are set forth on Exhibit C, attached hereto and incorporated by reference herein, have the potential to impact critical components of the City’s facilities and services affecting City residents outside the Development and City residents located within the GDP who reside on parcels of land which are not part of the TDD (the “Critical Components”). At its election, the City may either (i) have the right to review and approve of any contractor, materialmen, materials, means and methods to be used in the completion of the Critical Components and may supervise the completion thereof, or (ii) at the Developer’s expense, undertake construction and/or maintenance of the Critical Components by separate agreement or agreements with the Developer (the “Critical Components Contracts”) in which case the terms and conditions of the Critical Components Contracts shall supersede the terms of this Agreement.

(i)

Except for work performed pursuant to a Critical Component Contract, the Developer hereby releases the City from, agrees that the City shall not be liable for, and shall defend, indemnify and hold the City harmless against, all liabilities, claims, damages, costs and expenses, including attorneys’ fees and expenses, imposed upon, incurred or assessed against the City on account of any personal injury, death, damage to property, environmental contamination or any economic loss suffered by the City or any third party as a result of or arising out of acts or omissions of and/or the violations of applicable law by, Developer or any of its affiliates, contractors, subcontractors, laborers or materialmen directly or indirectly in connection with the performance of Developer’s obligations hereunder or in connection with the completion of any of the Improvements, or arising out of the failure by the Developer or by contractors working for or under the direction or control of the Developer to pay prevailing wages related to the Development Infrastructure if, and to the extent, required by law.

Section 4. (a)

Exemption of Improvements; Tax Increment Financing; Developer’s Covenant to Make Payments in Lieu of Taxes.

Exemption Pursuant to TIF Act. The City has, pursuant to the TIF Ordinance, declared that the increase in assessed valuation of the improvements (as defined in

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the TIF Act) is a public purpose and determined that one hundred percent (100%) of the assessed valuation of such improvements (as defined in the TIF Act) is exempt from real property taxation for thirty (30) years, (the “Exemption Period”). Notwithstanding the above, the Canton CSD and the Plain LSD shall continue to receive real estate taxes based upon the terms and conditions of the School Compensation Agreement. The Exemption Period will commence separately for each of the Phases of the Development Property, as of the first tax year that each and any portion of the value of such improvements appears on the tax list and duplicate, or would appear on the tax list and duplicate but for the exemption, and will extend for the Exemption Period. The City acknowledges that the Exemption Period with respect to the Stadium shall commence with tax year 2017, with tax year 2016 being the base year. The City shall cooperate with the Developer in filing such notices with the Stark County Auditor and the State of Ohio to effectuate the commencement of the Exemption Period for the Stadium and for subsequent Phases of the Development Property. (b)

Tax Increment Financing. In order to help facilitate the development of the HOF Village Complex, the City, upon obtaining necessary approvals, if any, of its City Council, covenants and agrees to enter into one or more TIF Cooperative Agreements as may be required in order to provide for the pledge of PILOTS to repay debt service on bonds, the proceeds of which fund the costs of certain of the Development Infrastructure and public parking facilities (collectively, the “TIF Bonds”). The City shall execute such TIF Cooperative Agreements in a timely manner upon request of the Developer, and will endeavor to complete the same no later than fourteen (14) days prior to the issuance of such TIF Bonds, provided that Developer has complied with the City’s policies and rules relating to the processing of such TIF Cooperative Agreements for signature.

(c)

Covenant to Make Service Payments. Developer agrees, and shall cause the owners of each parcel of the Development Property to also agree to make semiannual service payments in lieu of taxes (the “Service Payments”) in accordance with Sections 5709.42 and 5709.43 of the Revised Code, the Initial TIF Ordinance enacted by City Council, and this Development Agreement, such obligation to be evidenced by one or more declarations encumbering the TIF Parcels which are the subject of a TIF Cooperative Agreement (each a “Declaration”), with each Declaration to be recorded in the real estate records of Stark County as of the date of closing on any TIF Bonds issued pursuant to a TIF Cooperative Agreement relating to the TIF Parcels which are the subject of such TIF Cooperative Agreement. Each Declaration shall after recordation in the Stark County, Ohio records be a covenant that runs with the land. Each Declaration shall contain such other terms and conditions, such as required minimum service payments, as may be necessary to support the issuance of the applicable TIF Bonds and which are acceptable to Developer and the applicable Cooperative Parties.

Draft Dated 12/1/17

During the Exemption Period in which any TIF Parcel is exempt from real property taxation, as evidenced by a TIF Cooperative Agreement, the Service Payments identified in the Declaration must be made semi-annually to the Stark County Treasurer (or to its designated agent for collection of Service Payments as set forth in any TIF Cooperative Agreement) by the date on which the exempted real property taxes for such TIF Parcels would otherwise be due and payable. Each Service Payment must be no less than the same amount as the real property taxes that would have been charged and payable against such TIF Parcels, had an exemption from taxation not been granted, and otherwise in accordance with the TIF Act and the TIF Ordinance enacted by City Council. The obligation to make Service Payments is absolute and unconditional. Any late Service Payments must include an amount for interest calculated on the amount of the late payment at the same rate and in the same amount and payable at the same time as delinquent real property taxes, but in all cases the owner’s obligation to make Service Payments shall be deemed to be secured by a lien that is the equivalent of the lien for unpaid real estate taxes that would apply to the exempted real estate taxes covered by the TIF Cooperative Agreement, and such lien rights shall have priority over any other liens, mortgages or encumbrances covering all or any part of the Development Property, pursuant to and in accordance with Ohio Revised Code Section 5709.91. The obligation of the owner of any of the TIF Parcels to pay any Service Payments may not be terminated for any cause, including without limitation, any acts or circumstances that constitute failure of consideration, destruction of or damage to the Development Property, commercial frustration of purpose, any change in the tax or other laws or regulations or administrative actions or rulings by or under authority of the United States of America or of the State, or any failure of the City to perform and observe any agreement or obligation connected with this Development Agreement. However, no property owner will be obligated to make the Service Payments for any tax year in which the increase in the value of the improvements to an applicable parcel as compared to the base year value is not exempt from real property taxation. The covenants to make Service Payments provided for in this Section 4(c) must have priority over any other interest in the Development Property except for those title exceptions that are approved in writing in the applicable TIF Cooperative Agreement. It is agreed that the covenants provided for in this Section 4 must run with the land and in any event and without regard to technical classification, be binding to the fullest extent permitted by law and equity, for the benefit of and enforceable by, the City, its successors and assigns, against the Developer and any owner and their respective successors and assigns to such TIF Parcels, including, but not limited to, any grantee in a conveyance of such TIF Parcels through judicial process. Any future deed conveying any TIF Parcels must provide for the binding covenants listed in the preceding sentence. These covenants, however, will run with the land and be binding whether or not this Development Agreement remains in effect or whether or not this provision is included in any succeeding agreement {01919261 -24}

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or deed with the Developer, any other owner or their respective successors or assigns. It is further intended and agreed that the covenants to make the Service Payments must remain in effect for the full Exemption Period applicable to each TIF Parcel, as permitted in accordance with the Revised Code and the Ordinances of the City. (d)

Miscellaneous TIF Provisions. The Developer agrees, for itself and its successors and assigns, that the City may prepare and file, with review and assistance from the Developer, the necessary application to claim the real property tax exemptions authorized by this Development Agreement. That application will be subject to review and approval by the Director of Law and Director of Finance of the City before it is filed with the appropriate officials of the County of Stark and State of Ohio. The Developer will, and will cause the Canton CSD, Plain LSD and any entity possessing a leasehold or fee interest in any portion of the HOF Village Complex, if applicable, to (i) assist the City in completing and filing the applications for tax exemption under the TIF Act, and otherwise cooperate with the City and the Developer in implementing the requirements and procedures of the TIF ACT; and (ii) comply with annual reporting requirements for review by the Tax Incentive Review Council and agrees to promptly prepare and file the appropriate application to effectuate the commencement of the Exemption Period and for subsequent Phases of the Development. The City further agrees to pay to a bond trustee designated by the Developer pursuant to and under the terms and conditions of any applicable TIF Bond documents that have been entered into by the City, including the applicable TIF Cooperative Agreement and any disbursing agreement entered into in connection with any TIF Bond documents, an amount (the “TIF Payment Amount”) equal to the Service Payments it actually receives each year attributable to the TIF Parcels reduced by any amount owed to the Canton CSD and Plain LSD under the School Compensation Agreement for such parcels (“TIF School Payments”). Such TIF Payment Amount shall be derived solely from Service Payments, including any applicable Rollback Payments (as defined in Ohio Revised Code §§321.24 and 319.302) that relate to the Improvements and are included in the Service Payments as defined herein, which are received by the City with respect to the Development Property and any agreed minimum service payments pursuant to any Declaration. Under no circumstances shall the City be obligated to make such payments out of its general fund or otherwise out of any other funds available to the City unless, and then only to the extent that, the City has mistakenly deposited such Service Payments into the City’s general fund or some other fund maintained by the City which is not the TIF Fund designated in the TIF Ordinance. The TIF Payment Amount shall be paid to said bond trustee promptly upon the City’s receipt of such Service Payments and in compliance with the applicable TIF Cooperative Agreement and TIF Bond Documents. The City acknowledges that there may be multiple series or tranches of TIF Bonds issued in connection with the development and construction of the HOF Village

Draft Dated 12/1/17

Complex and that the City may be required to establish sub-accounts within its TIF Revenue fund established pursuant to Sections 5709.42 and 5709.43 of the Ohio Revised Code in order to properly identify TIF Revenues pledged for the payment of a series or tranche of TIF Bonds. The City acknowledges that it will be responsible for and shall disburse the TIF School Payments directly to Canton CSD and Plain LSD, unless specifically provided to the contrary in a TIF Cooperative Agreement or related disbursing agreement. Section 5.

Requisites.

The City and the Developer agree (i) to negotiate in good faith any requisite agreements that may be necessary to facilitate the development and construction of the Improvements, and (ii) to execute such agreements and take such other action including but not limited to the permit approval process, any change of zoning of the Property, Property sign approvals, annexation of land, creation and/or designation of an Outdoor Refreshment and Entertainment District and necessary labor agreements, subject in all instances to necessary approval by City Council and/or other City boards or commissions pursuant to City Code and standard rules and regulations. The City and the Developer agree to cooperate in satisfying any other requisites agreed upon in the future between the City and the Developer for the construction of the Improvements. Without limiting the foregoing, and subject to approval by City Council and other City boards or commissions if required by City Code, the City agrees to execute such documents as may be necessary to provide ingress and egress to the HOF Village Complex over City streets which are not dedicated and/or City-owned parcels, including an easement over and/or dedication of Stadium Park Drive, consistent with the GDP. The City further acknowledges that it is the current intention of the parties that all property to be annexed by the City in connection with the HOF Village Complex will be zoned as part of the Hall of Fame Village District created pursuant to Ordinance No. 146/2016. Section 6.

Tourism Development District: Taxes and Revenues.

(a)

Taxes. Pursuant to the provisions of the TDD Act, the City is authorized to and has adopted, and may hereafter adopt, ordinances imposing certain additional taxes applicable strictly within the boundaries of or derived from operations of businesses in the TDD (collectively, the “TDD Taxes”). Exhibit A attached hereto and incorporated herein by reference identifies all currently enacted TDD Taxes.

(b)

Revenues. Collection of the TDD Taxes will result in revenues (the “TDD Revenues”) being paid (i) to the City by the State Tax Commissioner, (ii) directly to the City by businesses operating within the TDD, and (iii) to the City by other applicable governmental bodies. After the City Treasurer has deducted and retained one percent (1%) of the collection and receipt of the admission taxes imposed within the TDD, to cover the costs to the City’s income tax revenue fund of administering the admission taxes (the “City Collection Fee”), the City shall cause all of the TDD Revenues to be deposited in certain special funds established by the City pursuant to Ordinance No. 18/2017 establishing the “HOFV Fund”.

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All of the moneys deposited into the HOFV Fund shall be used for the following purposes, all of which the City acknowledges are uses that are a proper public purpose by fostering and developing tourism in the TDD, and that further the public health, safety and general welfare of the citizens, property owners, and visitors of the City of Canton: (i) To pay the interest on and principal of bonds or notes, and premium, if any, including refunding bonds or notes, issued pursuant to ORC Section 133.083, Chapter 4582 of the Ohio Revised Code or under any other relevant authority, to finance the costs of the HOF Village Complex (the “TDD Bonds”), pursuant to one or more cooperative agreements with Cooperative Parties (the “TDD Cooperative Agreement”) until such notes or TDD Bonds are paid in full, to pay any and all costs of credit enhancements for any such TDD Bonds or notes, and reimbursements to any provider thereof, to pay any trustee, issuer, and other administrative fees, costs, and expenses related to servicing the obligations and to provide and replenish any reserve fund; (ii) Pursuant to a cooperative agreement or other agreements with the City, to repay any other debt incurred in connection with the HOF Village Complex, which debt may be issued by other governmental bodies, including, without limitation, any port authority or new community authority, including any refunding or refinancing thereof; (iii) To reimburse the City, Stark County Port Authority (or its designated agent or agents) and/or Developer or any of its affiliates or subsidiaries for any funds used by the City (exclusive of any grants made by the City to PFHOF prior to the Effective Date) and/or Stark County Port Authority (or its designated agent or agents) and/or Developer or any of its Affiliates to pay costs of design, development and construction of the HOF Village Complex, or to pay interest or principal, or premium, on any of the above mentioned notes, TDD Bonds or loans, prior to the receipt of the TDD Revenue; and (iv) To pay for any maintenance, repair, permanent improvements to or services benefitting or related to the TDD pursuant to the O&M Agreement and in compliance with the TDD Act. (c)

Payments to Trustee or Developer. The City further agrees to pay at the direction of the Developer (i) first, to a trustee designated by the Developer pursuant to the terms and conditions of any applicable bond documents executed or approved by the City in connection with the issuance of the TDD Bonds, including a TDD Cooperative Agreement (collectively, the “TDD Bond Documents”), and (ii) second, to the Developer pursuant to the terms of the O&M Agreement and subject to the TDD Bond Documents, an amount (the “TDD Payment Amount”) equal to the TDD Revenues it actually receives, including any such TDD Revenues received directly by the City, less the City Collection Fee. Such TDD

Draft Dated 12/1/17

Payment Amount shall be derived solely from TDD Revenues received by the City, and under no circumstances shall the City be obligated to make such payments out of its general fund or otherwise out of any other funds available to the City unless, and then only to the extent that, the City has mistakenly deposited TDD Revenue into the City’s general fund or some other fund maintained by the City which is not the HOFV Fund. The TDD Payment Amount shall be paid promptly and in accordance with the provisions of the TDD Bond Documents or O&M Agreement, as applicable, after the TDD Revenues are received by the City. The City acknowledges that there may be multiple series or tranches of TDD Bonds issued in connection with the development and construction of the HOF Village Complex, repayment of which is supported by TDD Revenue and that the City may be required to establish sub-accounts within the HOFV Fund in order to properly identify TDD Revenues pledged for the payment of a series or tranche of TDD Bonds. The Parties agree that they will require in any disbursing agreement or other TDD Bond Document that the TDD Payment Amount be used in the following order of priority or waterfall: (1) First, the TDD Payment Amount will be used to make scheduled debt service payments to bondholders on all TDD Bonds then outstanding and fund any reserves required pursuant to the terms of such TDD Bond documents; (2) Second, that portion of the TDD Payment Amount generated or derived from gross receipts and admissions taxes will pay for operation and maintenance expenses (as applicable) of the HOF Village Complex, including reimbursement of amounts paid by Developer pursuant to the O&M Agreement; (3) Third, the TDD Payment Amount will be allocated to a capital repairs reserve established by the Developer and/or any owner for the repair of Development Infrastructure; (4) Fourth, to the extent permitted under the TDD Act and any other applicable statutes, for capital improvements that benefit directly and are located in the TDD, and/or with the City’s consent for capital repairs for parking facilities in the TDD; (5) Fifth, the balance of the TDD Payment Amount will be used to prepay the TDD Bonds or, if such prepayment is not permitted under the applicable bond documents, deposited into a segregated fund to be used for prepayment as the earliest possible time; and (6) Sixth, if no TDD Bonds remain outstanding, to otherwise foster and develop tourism within the TDD, as acceptable to the City.

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Section 7.

Covenants on Use; Duration.

The Developer agrees for itself and its affiliates, subsidiaries, successors and assigns that the Declaration of Covenants and Restrictions for the HOF Village Complex (and any deed conveying any part of the HOF Village Complex) shall contain covenants on the part of the Developer, and any successors and assigns that the Developer and any successors and assigns must: (a)

use, develop, and redevelop the HOF Village Complex in accordance with the GDP and this Agreement;

(b)

maintain, repair and operate the HOF Village Complex in accordance with the O&M Agreement;

(c)

not discriminate upon the basis of race, color, religion, sex, age, handicap, or national origin in the sale, lease, or rental, or in the use or occupancy of the HOF Village Complex;

(d)

use and operate the Improvements in a commercially reasonable manner; and

(e)

permit the City, at its sole expense, with at least [ninety (90)] days advance written notice to the Developer accompanied by usage and impact studies and/or reports prepared by or at the direction of and at the expense of the City (“Usage Reports”), to access, tie into, extend or expand any of the Development Infrastructure, including but not limited to water lines, storm and sanitary sewer lines, lift stations, roadways, walking or biking paths and all other public infrastructure located within or outside of the HOF Village Complex, as the same may be necessary to ensure continued service to City residents and property within the City that may be affected thereby or may benefit therefrom, provided that the City Engineering Department has reasonably determined, and such Usage Report verifies such determination, that such activity can be completed in a manner that will not diminish or impair the continued use of such infrastructure or future use of such infrastructure for any planned additional Phases of the HOF Village Complex, as described in or set forth in the GDP or any requested expansion thereof then pending with the City.

It is agreed that the covenants provided in this Section 7 must run with the land and, in any event and without regard to technical classification, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of, and be enforceable by, the City, its successors and assigns, against the Developer, or any of its successors and assigns to the Development Property, including without limitation any grantee in a conveyance of the Development Property through judicial process. The Deed and any future deed from the Developer conveying the Development Property or any part must provide for the binding covenants listed above and in the preceding sentence. These covenants, however, will run with the land and be binding whether or not this Development Agreement remains in effect or whether or not this provision is included in any succeeding agreement or deed with the Developer or its successors or assigns.

Draft Dated 12/1/17

It is further agreed that the covenant provided in Section 7(a) must remain in effect as to each particular phase of the work until the substantial completion of the work identified in the Plans and Specifications for such phase of the work, and that the covenants provided in Section 7(b), (c), (d) and (e) must remain in effect without limitation as to time. All covenants, however, will be binding on the Developer, or any affiliate, subsidiary, successor or assign, only during that period of time in which it has title to, an interest in, or possession or occupancy of the HOF Village Complex. Section 8.

Completion Certificate.

Promptly after Developer’s completing a phase of any Improvements, the City will endeavor to expeditiously furnish the Developer with an appropriate instrument certifying completion (the “Completion Certificate”) within a reasonable period of time after receipt of Developer’s request therefor. Absent manifest error, the Completion Certificate will be conclusive evidence of satisfaction of the Developer’s covenants in this Development Agreement with respect to the obligations of the Developer and its affiliates, subsidiaries, successors and assigns to construct the Improvements in that phase of the work, but shall not affect any other obligations of the Developer hereunder or under any other agreements unless specifically provided therein. The Completion Certificate will be in a form that will enable it to be recorded in the Stark County Recorder’s Office. If the City refuses or fails to provide the Completion Certificate, the City will, within a reasonable period of time, provide the Developer with a written statement, indicating in what respects the Developer has failed to complete the Improvements according to the Development Agreement, or is otherwise in default, and what acts will be necessary, in the opinion of the City, for the Developer to perform in order to obtain the Completion Certificate. The Completion Certificate will be given on behalf of the City by the Mayor or by the Mayor’s designee. Section 9.

Mortgagees not Obligated to Construct.

Notwithstanding any of the provisions of this Development Agreement, including, but not limited to, those that are or are intended to be covenants running with the land, the holder of any authorized mortgage (including any holder that obtains title to any real property comprising all or part of the HOF Village Complex as a result of foreclosure proceedings or action in lieu of foreclosure proceedings) will not be obligated by the provisions of this Development Agreement to construct or complete the Improvements or to guarantee such construction or completion. Nothing in this Development Agreement will be construed to permit or authorize any authorized mortgage holder to devote the real property to any uses, or to construct any improvements, other than those uses or the improvements permitted in the Plans and Specifications and this Development Agreement.

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Section 10.

Breach of Obligations.

(a)

If the Developer fails to comply with any term, provision, or covenant of this Development Agreement, which failure is not cured or addressed within sixty (60) days after written demand from the City, or if a receiver or trustee is appointed for all or substantially all of the assets of the Developer, which receiver is not discharged within ninety (90) days after the appointment, then the City may (i) institute any proceedings that it deems necessary to cure and remedy such failure, including, but not limited to, proceedings against the Developer and/or its successors and assigns to compel specific performance of its obligations; or (ii) institute any other actions or proceedings that it deems desirable for effectuating the purposes of this Agreement seeking to recover any direct damages suffered by the City as a result of such failure, in all instances excluding indirect, consequential or incidental damages.

(b)

If the City fails to comply with any term, provision, or covenant of this Development Agreement, which failure is not cured or addressed within sixty (60) days after written demand from the Developer, then the Developer may (i) institute any proceedings that it deems necessary to cure and remedy the such failure, including, but not limited to, proceedings against the City to compel specific performance of its obligations; or (ii) institute any other actions or proceedings that it deems desirable for effectuating the purposes of this Agreement and to recover any direct damages suffered by the Developer as a result of such failure, in all instances excluding indirect, consequential or incidental damages.

(c)

Notwithstanding the foregoing, it is the express intent and desire of the Parties that no remedy granted to any Party hereunder shall, at any time, impair the rights of any lenders providing financing for the Improvements or any bondholders holding any TDD Bonds or TIF Bonds.

(d)

Any delay by any Party in asserting its rights under this Development Agreement shall not operate as a waiver of those rights or to deprive such Party of or limit those rights in any way. No waiver in fact made by any Party with respect to any specific failure to perform may be considered or treated as a waiver of the rights of such Party with respect to any other failures, except to the extent specifically waived in writing.

Section 11.

Force Majeure.

Except as otherwise provided, neither the City nor the Developer will be considered to have failed to timely perform its obligations if the delay in performance is due to unforeseeable causes beyond its control and without its fault or negligence. Those unforeseeable causes include without limitation, acts of God or of the public enemy, acts of the federal or state government, 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

Draft Dated 12/1/17

material men due to any of those causes. Notwithstanding the foregoing, unavailability of public or private financing, or increases in the price of labor or materials for any reason shall not be deemed to be a Force Majeure event and the Developer shall not be relieved of any of its obligations hereunder as a result thereof. Section 12.

Notices.

All written communications that may be or are required to be sent by either party to the other will be deemed to have been properly sent, as follows: (a)

If intended for the Developer, when mailed by certified or registered mail with the postage prepaid, or when delivered by nationally recognized overnight delivery service, to:

As to HOF Village LLC:

(b)

HOF Village LLC c/o IRG Canton Village Manager, LLC 4020 Kinross Lakes Parkway, Suite 200 Richfield, Ohio 44286 Attn: Tracy Green

with a copy to:

Fainsbert Mase Brown & Sussman, LLP 11100 Santa Monica Boulevard, Suite 870 Los Angeles, CA 90025 Attention: Dean Sussman, Esq.

and a copy to:

Walter | Haverfield LLP 1301 East Ninth Street, Suite 3500 Cleveland, OH 44114 Attention: Nick Catanzarite, Esq.

and a copy to:

IRG Realty Advisors, LLC 4020 Kinross Lakes Parkway, Suite 200 Richfield, Ohio 44286 Attn: Tracy Green

If intended for the City, when mailed by certified or registered mail with the postage prepaid, or when delivered by nationally recognized overnight delivery service, addressed to: As to the City:

Mayor The City of Canton Canton City Hall 218 Cleveland Avenue, SW Canton, Ohio 44702

with a copy to:

Development Director The City of Canton

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Canton City Hall 218 Cleveland Avenue, SW Canton, Ohio 44702

(c)

and a copy to:

Director of Law The City of Canton Canton City Hall 218 Cleveland Avenue, SW Canton, Ohio 44702

and a copy to:

Black McCuskey Souers & Arbaugh 220 Market South, Suite 1000 Canton, Ohio 44702 Attn: Bruce M. Soares, Esq.

If intended to any permitted mortgagee or any bond trustee, when mailed by certified or registered mail with the postage prepaid, or when delivered by a national recognized overnight delivery service, addressed to that mortgagee or bond trustee at the address furnished to the City or the Developer by that mortgagee or bond trustee.

Each party and each mortgagee and bond trustee may designate, by written notice, another person or address to whom any communication must be sent. Communications that are mailed to the City, Developer or any mortgagee or bond trustee must be deemed sufficiently sent for all purposes at the time that communication is mailed by United States certified or registered mail, or when delivered to the overnight delivery service as set forth above. Section 13.

Time of Essence.

Time shall be of the essence in the payment of all sums, performance of all obligations, giving of all notices and the exercise of all rights under this Development Agreement. Section 14.

Successors and Assigns.

This Development Agreement is effective as of the date set forth above, and all rights and obligations must be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Notwithstanding the foregoing, Developer may not assign, delegate or transfer any of its rights or obligations hereunder without first obtaining the City’s prior written consent, which consent may not be unreasonably withheld or delayed. Section 15.

Equal Employment Requirements.

The Developer agrees in performing its services under this Development Agreement to abide by the terms and provisions of Section 507.03 of the Codified Ordinances of the City of Canton, Ohio regarding public contracts, as if the same were fully rewritten herein.

Draft Dated 12/1/17

Section 16.

Provisions Not Merged with any Deed.

No provision of this Development Agreement is intended to or may be merged by reason of any deed with respect to the property addressed by this Development Agreement, and no deed shall be deemed to affect or impair the provisions and covenants of this Development Agreement. Section 17.

Approvals by the City; Satisfaction of Condition Subsequent.

This Development Agreement and all terms and provisions herein have been duly approved by the City of Canton. The execution of this Development Agreement pursuant to Ordinance No. _________ satisfies the condition subsequent set forth in the TDD Ordinance with respect to the negotiation and execution of a development agreement. Section 18.

Captions and Titles.

All captions and titles in this Development Agreement are for convenience only and must not be construed as a part of this Development Agreement. Section 19.

Governing Law.

This Development Agreement is governed by the laws of the State of Ohio. Section 20.

City Representatives Not Individually Liable.

No member, official, or employee of the City may be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Development Agreement. Section 21.

Severability.

If any provision of this Development Agreement is for any reason held to be illegal or invalid, it will not affect any other provision of this Development Agreement. Section 22.

Complete Agreement.

All negotiations, considerations, representations, and understandings between the parties as to the subject matter hereof are incorporated in this Development Agreement, which may be modified only by a written agreement signed by both parties. Section 23.

Term of Agreement.

This Development Agreement will be effective as of its date and will continue in full force and effect until the later to occur of (a) expiration of the last Exemption Period applicable

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to the HOF Village Complex, and (b) expiration of all taxes enacted and adopted pursuant to the TDD Act. Section 24.

Counterparts.

This Development Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party to this Development Agreement may execute this Agreement by signing any such counterpart. [Balance of Page Left Blank; Signature Page Next]

Draft Dated 12/1/17

IN WITNESS WHEREOF, the City and the Developer have caused this Development Agreement to be executed by their duly authorized officers as of _____________________, 2017. THE CITY OF CANTON, OHIO By:_________________________________ Thomas M. Bernabei, Mayor Approved as to form and correctness by: ____________________________________ Joseph Martuccio Director of Law City of Canton HOF Village LLC, a Delaware limited liability company By:

IRG Canton Village Manager, LLC, a Delaware limited liability company its Manager By:_________________________ Stuart Lichter, President

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Draft Dated 12/1/17

STATE OF OHIO COUNTY OF _______

) ) )

ss:

BE IT REMEMBERED, that on this ______ day of________________, 2017, before me, the subscribed, a Notary Public in and for said County and State, personally appeared Thomas M. Bernabei, Mayor of the City of Canton, who acknowledged that he signed the foregoing instrument as the fully authorized officer of said City of Canton, a municipal corporation of the State of Ohio, and that the same is his free act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year first aforesaid. _______________________________________ NOTARY PUBLIC

STATE OF _____ COUNTY OF __________

) ) )

ss:

BE IT REMEMBERED, that on this _______ day of ___________________, 2017, before me, the subscribed, a Notary Public in, and for said County and State, personally came Stuart Lichter, the President of IRG Canton Village Manager, LLC, the manager of HOF Village LLC who acknowledged the signing of the foregoing instrument, that the same is his free act and deed individually and the free act and deed of HOF Village LLC for the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year first aforesaid. _______________________________________ NOTARY PUBLIC

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CERTIFICATE OF DIRECTOR OF FINANCE The undersigned fiscal officer of the City hereby certifies that the moneys required to meet the obligations of the City during the year 2017 under this Development Agreement have been lawfully appropriated by the Council of the City for such purposes and are in the treasury of the City or in the process of collection to the credit of the appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Section 5705.40 et seq., Revised Code. __________________________ Director of Finance

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________________________ Date

EXHIBIT A TDD TAXES

DESCRIPTION OF TAXES

ORDINANCE NO.

2% Gross Receipts Tax

20/2017

5% Admissions and Parking Tax

17/2017, as amended by 216/2017

Special Allocation of City Lodging Tax

19/2017

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EXHIBIT B EXCLUSIVE LIST OF IMPROVEMENTS TO BE PAID FOR BY DEVELOPER OUTSIDE THE GDP New Infrastructure Improvements Outside GDP 1. Fulton Rd. NW Intersections Improvements The City of Canton (City), at the request of the Hall of Fame Village, LLC (HOF Village), agrees to coordinate with the Ohio Department of Transportation (ODOT) for the upgrade of traffic signal installations from ODOT standard to the Canton Cityscape standard at the following locations (see attachment 1 to this Exhibit C): A. Fulton Rd. NW / Blake Ave. NW / I-77/US-62 Off Ramp Intersection B.

Fulton Rd. NW / I-77 N Off Ramp / US-62 E On Ramp Intersection

ODOT requires a premium for the installation of Cityscape traffic signal installations and further requires the City to operate and maintain said signal installations. HOF Village agrees to reimburse the City for the following expenses related to the Cityscape signal installations at the above mentioned intersections: i. The premium cost established by ODOT for the upgrade from ODOT standard traffic signal installation to Canton Cityscape traffic signal installation, with HOF Village to pay the City in advance the amount of any deposit required to be made by the City. ii. All capital costs for the improvement, repair, restoration, and replacement of Cityscape traffic signal Installations and appurtenances; appurtenances to include but not limited to, controllers and cabinets, and wires and ducts for communication and power. iii. The power service fee and monthly rate for power service to the Fulton Rd. NW / Blake Ave. NW / I-77/US-62 Off Ramp Intersection traffic signal installation but only until such time as said intersection is annexed into the City of Canton. The City agrees to the following with respect to the above mentioned intersections: a.

The City will coordinate with ODOT for the upgrade of the traffic signal installations from ODOT standards to Canton Cityscape standards.

b.

City forces will administer and provide emergency and routine operation and maintenance of said Cityscape traffic signal installations, at the City’s expense.

c.

The City will administer and facilitate capital improvements, repair, restoration, and replacement of said Cityscape traffic signal installations, and will invoice HOF Village for those costs, which are to be reimbursed to the City by HOF Village per (ii) above.

d.

The City will administer and make regular payments for power service to the Supplier (currently AEP) for both traffic signal installations, and will invoice HOF Village for power service to the Fulton Rd. NW / Blake Ave. NW / I-77/US-62 Off Ramp

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Intersection traffic signal installation only to be reimbursed to the City by HOF Village per (iii) above.

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2. West Side Interceptor Sewer Capacity Project The City, through its Flow Modeling Study of the Sanitary Sewer System, has identified a critical section of the West Side Interceptor Sewer (WSIS), along the West Branch of the Nimishillen Creek from 4th St. NW to 15th St. SW (see Attachment 2 to this Exhibit C), which has a reduced capacity compared to the system upstream and downstream. This section of the WSIS will require a project in the future to improve capacity through the stated critical section. Due to the expected volume of flow from the Hall of Fame Village Complex once fully developed, the City has requested that Hall of Fame Village, LLC (HOF Village) participate in the future WSIS Capacity Project to the extent of its proportionate share of the use of the capacity of the WSIS. HOF Village has agreed to contribute to the total cost of the future WSIS Capacity Project based on HOF Village’s proportionate usage of the WSIS calculated as a percentage of sewerage flow from the Hall of Fame Village complex once fully developed contributed into the WSIS. The City’s flow modeling consultant, ARCADIS, has calculated HOF Village’s estimated share of flow into the WSIS (and thus HOF Village’s estimated share of the total project cost) to be 14%.

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EXHIBIT C LIST OF EXISTING PUBLIC INFRASTRUCTURE FACILITIES WITHIN THE GDP THAT ARE CLASSIFIED AS CRITICAL COMPONENTS [attach same as Exhibit E to O&M]

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