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delineating the easement, submitting it for approval and recording the easement <br />with Cuyahoga County. <br />19. THIRD BUILDING. <br />The terms of this agreement will continue in effect in the event Progressive <br />constructs a third office building and parking facility. <br />20. HIKE/BIKE TRAIL. <br />The Village will consult with Progressive in connection with the location and <br />construction of the Village's planned hike/bike trail either at the Development or on <br />the Village-owned land. The Village will use best efforts to design as much of the <br />path as possible on Village-owned land, including land to be transferred under this <br />Agreement. <br />21. INCOME TAX GRANT AGREEMENT. <br />The parties agree that so long as income tax revenue to the Village from <br />Progressive employees exceeds the Baseline (defined below) during each year <br />thereafter, the Village will grant to Frogressive an amount equal to fifty percent <br />(50%) of the income tax revenue paid to the Village from the Development (the <br />"Grant") for such year, pursuant to an Income Tax Grant Agreement to be executed <br />by the parties; provided that the Grant shall be subject to the following: <br />a. Under no circumstances will the Grant cause the Village's income tax <br />revenue from Progressive employees for any year to fall below the <br />Baseline for such year. Progressive acknowledges that, as a result, in <br />certain years the amount of the Grant actually paid to Progressive <br />may be less than fifty percent (50%) of the income tax revenue from <br />the Development; and <br />b. Only in the limited situation where the Grant would cause revenue to <br />the Village to fall below the Baseline, the Village and Progressive <br />agree that the Grant to Progressive will be decreased in an amount <br />necessary to provide the Village revenue that meets the Baseline. <br />The baseline shall be equal to the income tax revenue from Progressive <br />employees to the Village for the year immediately preceding the year that the <br />Development opens, plus a compounded_ annual adjustment of 4%, (the <br />"Baseline"). The Income Tax Grant Agreement will have a term of 20 years. <br />22. INFRASTRUCTURE IMPROVEMENTS BY VILLAGE. <br />The parties agree to cooperate in good faith to ensure to the extent practicable that <br />the costs of infrastructure improvements to be _constructed by the Village pursuant <br />to this Agreement, including related financing costs, will be paid. in full by the <br />revenues that are expected to be generated pursuant to the Tax <br />Page 6