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? <br />% ' . <br />% <br />/ <br />` DEVELOPMENT AGREEMENT <br />THIS AGREEMENT is made by and between Mayfield Village, a municipal <br />corporation which is a political subdivision of the State of Ohio, having an address at <br />6622 Wilson Mills Road, Mayfield Village, Ohio 44143 ("Village") and Progressive <br />Casualty Insurance Company, an Ohio corporation, having an address at 6300 Wilson`-- <br />Mills Road, Mayfield Village, Ohio 44143 ("Progressive"). <br />PREAMBLE <br />WHEREAS, Progressive intends to acquire +/- 57 acres of undeveloped land <br />fronting on S.O.M. Center Road, Mayfield Village, Ohio, (the "Property") in connection <br />with the construction of two or more office buildings and other facilities for use in its <br />business operations (collectively the "Development"); and ' <br />WHEREAS, the Village intends to acquire +/- 7.5 acres of certain adjacent <br />property (the "Adjacent Property") fronting on S.O.M. Center Road for economic <br />development, municipal recreational and park land purposes; and <br />WHEREAS, the parties wish to make certain provision for the Property, the <br />Adjacent Property, the Development and economic development in general, including <br />the transfers by each party to the other of a portion of the Property and/or Adjacent <br />Property, and the construction of various infrastructure improvements in furtherance of <br />the Development pursuant to a Tax Incremental Financing ("T.I.F.") Agreement to be <br />executed by the parties; and <br />WHEREAS, the provisions set forth above and as provided herein are in <br />furtherance of the Village's 1997 Master Plan for the area; and <br />WHEREAS, in addition to the above the Village and Progressive agree to <br />execute an Income Tax Grant Agreement and in accordance and pursuant to that <br />agreement, so long as the future income tax paid to the Village from Progressive (i.e., <br />employee income tax withholding) meets a certain baseline, fifty percent (50%) of such <br />income tax revenues generated from the Development will be paid in the form of a grant <br />to Progressive <br />NOW, THEREFORE, subject to final site plan approval for the Development, and <br />the parties' execution of a Tax Incremental Financing Agreement and an Income Tax <br />Grant Agreement, Progressive and the Village hereby agree as follows: <br />1. COMMENCEMENT OF DEVELOPMENT. <br />Progressive shall prepare and submit to the Village plans for the construction of <br />the Development. The Village agrees to approve these plans as promptly as <br />possible, including such reasonable adjustments as allowed by the zoning code <br />or as approved by the Village (similar to those approved for Progressive's <br />existing facilities at 300 North Commons Blvd.), subject to all applicable zoning <br />and regulatory requirements. Subject to timely performance of the Village's <br />Page 1