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ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement ("Agreement") is entered into between Mayfield Village, Ohio, a chartered political subdivision of the State of Ohio having an address of 6622 Wilson Mills Road, Mayfield Village, Ohio 44143 (the "Village"), the Mayfield Community Improvement Corporation, an Ohio not-for-profit corporation established as an agency of the Village as permitted bylaw and having an address of 6621 Wilson Mills Road, Mayfield Village, Ohio 44143 ("MCIC"), and Quality Electrodynamics, LLC, an Ohio limited liability company having an address of 700 Beta Drive, Suite #100, Mayfield Village, Ohio 44143 ("Company"). The Village, MCIC, and the Company are collectively referred to as the "Parties." PREAMBLE WHEREAS, the promotion of economic development, including the retention of businesses operating in the Village, has been and continues to be a significant goal of the Village; and WHEREAS, to accomplish this goal, the Village and the MCIC have created an Economic Development Incentive Program ("Program"); and WHEREAS, the MCIC was first incorporated in December 1983, and continues in existence as an Ohio not-for-profit corporation, known as a community improvement corporation, under Title XVII, Chapters 1724 and 1702 of the Ohio Revised Code formed for the purpose of advancing, encouraging, and promoting the industrial, economic, commercial, and civic development of the Village; and WHEREAS, the .MCIC acts as the designated agency and instrumentality of the Village for the purpose of industrial, commercial, distribution and research development in the Village pursuant to Ohio Revised Code Section 1724.10; and WHEREAS, the Company is a manufacturer of medical imaging devices that has been operating at 700 Beta Drive since 2009, and represents that it is unlikely to remain in the Village without any financial assistance from the Village; and WHEREAS, the Company represents that' with the provision of financial assistance from the Village, it will remain in the Village and relocate to 6655 Beta Drive, where the Company will expand into 77,000 square feet, resulting in the retention of 130 employees generating at least $160,000.00 in annual income tax revenue for the Village; and WHEREAS, the Village and the MCIC enter into this Agreement with the Company based on the Company's representations concerning job retention and annual income tax revenue generated by the Company; and Page 1