ORDER OF THE BOARD OF ALDERMEN OF THE CITY OF NEW HAVEN CONCERNING THE ABANDONMENT AND DISCONTINUANCE OF PORTIONS OF WALL

STREET AND HIGH STREET WHEREAS, by way of an Order of the Board of Aldermen dated October 15, 1990 (the Original Order) and an accompanying agreement between Yale University (Yale) and the City of New Haven (the City) of even date therewith, approved by a separate Order of the Board of Aldermen (the Original Agreement), the City closed certain portions of Wall Street and High Street to general vehicular traffic upon the terms and conditions described in the Original Order and the Original Agreement, said portions being that section of High Street running between Elm Street and Grove Street and that section of Wall Street running between College Street and York Street, as shown on the map attached hereto as Exhibit A and made a part hereof (the Closed Streets); WHEREAS, Section 3 of the Original Agreement provided for a review of such street closing (the Street Closure) in the year following the twentieth (20th) anniversary of the effective date of the Original Order; WHEREAS, in 2011, the City commenced and thoroughly conducted its review of the effect of the Street Closure upon the overall operations of the City including, without limitation, a review of the traffic patterns and overall accessibility throughout the downtown New Haven area, and has concluded that the Street Closure has been successful and that there is no reason to re-open the Closed Streets; WHEREAS, said conclusions were submitted to the Board of Aldermen for its review in February of 2011; WHEREAS, in view of the Citys determination that there is no reason to re-open the Closed Streets, Yale has requested that the City

abandon and discontinue the Closed Streets so that Yale may obtain fee simple title to the same; WHEREAS, the City has agreed to abandon and discontinue the Closed Streets upon the terms and conditions contained in this Order; and WHEREAS, Yale has provided the City with a letter confirming that it will continue its recent practice of not offsetting the voluntary fire service payments described in Section 1 of the Original Agreement, against the voluntary contributions made by Yale to the City under the letter from Yale to the City dated March 22, 2005; and WHEREAS, Yale has represented to the City that to the extent that it is not the fee simple owner of any portion of the properties abutting the Closed Streets (the Abutting Properties) Yale is satisfied that Yale has such agreements in place with any third party owners of the Abutting Properties as are reasonably satisfactory to Yale and that the City shall have no responsibility whatsoever with respect to any title issues arising therefrom, and further, Yale has agreed that regardless of the inherent nature of a quit claim deed, concurrent with the execution and delivery of the Modification (described below) Yale shall execute and deliver an indemnity (the Indemnity) of the City (in such form as shall be reasonably agreed between the City and Yale) indemnifying the City against any liability for any loss to Yale of any nature whatsoever arising out of any such title issues involving ownership of all or any of the Abutting Properties. NOW THEREFORE, BE IT ORDERED by the Board of Alderman of the City of New Haven as follows: 1. That the Original Order shall be of no further force and effect and the conditions thereof shall be deemed terminated upon the abandonment and discontinuance of the Closed Streets; and 2. That the Original Agreement shall remain in effect, provided however, that Section 3 which relates to the Street Closure shall

be deleted in its entirety and shall be of no further force and effect and the parties shall execute a written memorandum reflecting such modification to the Original Agreement (the Modification); and 3. That as the sole, exclusive, and entire consideration for the abandonment and discontinuance of the Closed Streets and the quit claim of the Citys interest therein, Yale shall pay compensation to the City (the Compensation) and that the exact amount of such compensation shall be determined by an independent certified appraiser mutually acceptable to, and jointly appointed by, the City and Yale, whose determination as to Compensation shall be predicated upon the fair market value of the fee simple title ownership of the amount of land which constitutes the area consisting of the Closed Streets such determination to take no account of existing ownership of the Abutting Properties, and that upon the receipt of the Compensation, the Modification and the Indemnity (the Effective Date), the Closed Streets shall be simultaneously abandoned and discontinued as of the Effective Date pursuant to and in accordance with this Order, and that the City shall execute and deliver a quit claim deed to Yale with respect to any and all interest it may have with respect to the Closed Streets following such abandonment and discontinuance; and 4. That the Mayor of the City is hereby authorized and directed to execute and deliver such instruments, including (without limitation) the quit claim deed and the Modification as may be necessary or desirable to implement the foregoing terms and conditions of the Order.