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2-13-19`8 6.0,1 PM FROM D I EMERT/ASSOC. 216 dd2 0825 P. 2 <br />' ~0'_ <br />~~ <br />DEVELOPMENT AGREEMENT <br />THIS AGREEMENT is made by and between Mayfield Village, a municipal corporation <br />which is a political subdivision of the State of Ohio, having an address at 6621 Wilson Mills Road, <br />Mayfield Village, Ohio 44143 ("Village's and Progressive Casualty Insurance Company, an Ohio <br />corporation, having an address at 6300 Wilson Mills Raad, Mayfield Village. Ohio 44143 <br />("Progressive"). <br />WHEREAS, Progressive and Village will enter in#o Purchase Agreements dated <br />simultaneously herewith. ("Purchase Agreement"') under which Progressive will purchase from <br />Village a parcel of real property located on SOM Center Road, Mayfield Village, Ohio and more <br />particularly described in the Purchase Agreement ("Property"), and Mayfield will be <br />simultaneously acquiring property from Progressive for municipal recreation purposes; and <br />WHEREAS, Progressive intends to construct one or more office buildings and/or other <br />facilities on the Property for use in its business operations (collectively the "Development'); and <br />WHEREAS, the parties wish to make provision for various matters relating to the <br />Development- <br />NOW, THEREFORE, Progressive and Village hereby agree as follows: <br />COMMENCEMENT OF DEVELOPMENT. <br />Promptly following execution of this Agreement, Progressive shall prepare and submit to <br />Village plans for the construction of the Development. Village agrees to approve these <br />plans as promptly as possible, subject to all applicable zoning and regulatory <br />requiremen#s. Subject to timely performance of Village's obligations under the other <br />provisions of this Agreement, Progressive shall commence construction promptly <br />following receipt of all necessary approvals and permits, and will construct on a <br />continuous basis for the first three buildings, including the fitness center. Progressive <br />commits to a minimum construction cost investment in the first three buildings that will <br />be not less than $30,000,000. Progressive shall use its best efforts- consistent with its <br />business needs, to ensure that Progressive and its affiliated entities employ in the facilities <br />to be constructed on the Property at least 600 workers by the end of the first year <br />following completion of construction and 1000 workers by the end of the third year <br />following such completion. <br />2. FITNESS AND SWIMMING FACILITIES. <br />As part of the Development, Progressive will construct a fitness center on the Property of <br />not less than 15,000 square feet. Progressive shall determine the design and location of <br />the fitness canter and pay all casts of construction. Progressive shaft allow residents of <br />the Village to use the fitness center subject to any conditions and limitations of a type <br />customarily imposed by owners and operators of fitness facilities. Progressive shall <br />determine the center's hours of operation and may impose usage, membership and other <br />fees. However, during the first 24 months of operation, Village residents will not be <br />charged a fee in excess of that charged to Progressive employees. After the first 24 <br />months, fees may be increased for Village residents in excess of that being charged to <br />