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DEVELOPMENT AGREEMENT <br />THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of <br />2021 by and between the CITY OF LAKEWOOD (the "City"), a municipal corporation duly <br />organized and validly existing under the laws of the State of Ohio, having an address 12650 Detroit <br />Ave., Lakewood, OH 44107, WEST 117 DEVELOPMENT., LLC, an Ohio limited liability <br />company with its principal offices at 14665 Morgan Trail, Novelty, OH 44072, (the "West 117 <br />Developer"), WEST 117 DEVELOPMENT FIELDMOUSE LLC, an Ohio limited liability <br />company with its principal offices at 1384 Hird Avenue, Lakewood, OH 44107 (the "Fieldhouse <br />Developer"), and WEST 117 DEVELOPMENT PHANTASY LLC, an Ohio limited liability <br />company with its principal offices at 11794 Detroit Ave., Lakewood, OH 44107 ("Phantasy <br />Developer" and, together with West 117 Developer and the Fieldhouse Developer, the <br />"Developers"). The City and Developers are collectively referenced as "Parties." <br />WHEREAS, the Developers are pursuing the redevelopment of an approximately 1. 1 acre <br />site currently identified as 1384 Hird Avenue (Parcel IDs 312-33-030, 312-33-029) (the <br />"Fieldhouse") and at 11794 Detroit Avenue and 11816 Detroit Avenue (Parcel IDs 312-33-015, <br />312-33-014) (``Phantasy"), and more particularly described in Exhibit A, attached hereto and made <br />a part hereof (the "Development Site"). <br />WHEREAS, the Developers intend to develop the Development Site for commercial <br />purposes and in accordance with the Development Plan (as defined herein) and will also be known <br />as Studio West 117 (the "Development"); and <br />WHEREAS, certain infrastructure improvements within public rights -of -way are <br />necessary in order to ensure the success of the Development, including, without limitation, the <br />construction of the infrastructure improvements within public rights -of -way described in Exhibit B <br />attached hereto and made a part hereof (the "Infrastructure Improvements" and, together with the <br />Fieldhouse and Phantasy, the "Project"); and <br />WHEREAS, the City has determined that the construction of the Project, the creation of <br />jobs at the Development Site in connection with the Development and the mutual fulfillment of <br />this Agreement are all in the vital and best interests of the City and the health, safety, and welfare <br />