5.A.(1) Development Agreement (WNIT)

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including utility char~~es. shall be ~~~~portioncd such that ~~'NIT shall be dcca~ed tai ha~~c been obligated for all expenses relating to the period prior to the date of the Easement and the Commission shall be obligated for all expenses relating to the Donated Property tin the term of the Eascmcnt. The Commission u~~rccs to take rcas~~nablc steps of securitti~ during the term ofi the Eascmcnt for the Donated Property to secure and protect the Donated Property and improvements and personal property thereon from damages and losses. and to not allo~~ any liens or encumbrances of any I:ind to attach to the Donated Property. The Commission, also, agrees to work Frith W~ IT to assure that reasonable and mutually accepted liability and casualty insurance protection is in place in relation to the Donated Property and the improvements thereon so as to reasonably protect their respective interests. 5. The Project is scheduled to be completed by October I, ?009. If W'N[T 1<iils to substantially complete its raxwatiun plans to the Property ~~yithin a reasonable time. the Commission may terminate the Eascmcnt and WHIT ~a°ill pay to the Commission all documented expenses incurred f~n~ the Donated Property. Iess any expenses reimbursed by the title insurance policy. if partial rehabilitation is due to any title defects or nc~~~ly discoceral encumbrances. WN IT ~a~ill also pay all expenses incurred if the o~crall building project is nol fSnishal and open tier scryice ~a~ithin eighteen (18) months after the expiration o1~ the Eascmcnt to the Donated Property. 6. ~'d'~IT ~~~ill imcst approximately $,.7 million in nun-Commission funds to renovate, furnish and equip the Property as a full seraicc media broadcasting center, and shall provide ongoing operational and building maintenance expenses (~~Opcrational Obligations" or ~~Operations'~). The Commission shall require ~y-NIT to fulfill Operational Obligations tar a minimum of ten (10) years tiom the date of opening. General expectations fbr W'~IT that accompany the Operational Obligations or Operations arc further dcscrihai on Exhibit F attached hereto. W\~IT represents and warrants that W1V~IT will pay the Commission's actually incurred Project expenses. up to One 'Vlilliun Dollars (51.000.000). prorated on annual basis over the term. if Operations cease during this term for three (;) cunsecuti~c months fur causes for which it is responsible or that arc ~~~ithin its control. [3y way of example, should Wiv~IT cease Operations in the iitth (?th) year of Operations, its obligation to the Commission shall be Fiat llwxircd I~housand Dollars (Si00.000). 7. The Operational Obligations spcciticd in para~~raph G shall run with the land and any mortga~ac obligation of WNIT shall be subordinate to the Operational Obligations. 8. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. 9. The Parties agree to take such actions. including the execution and delivery of documents and instruments. as nwv be neccssan° ur appropriate to carry out the terms and intent of this Agreuncnt and to aid and assist each other iu carrvin~~ i~ut the terms and intent. 10. No recourse under or upon any obligation_ co~enant_ or a«rcemcnt oi~this Agrccmcnt or 1br any claim based thereon or othcnvisc in respect thereof shall be had against the appointed or elected public ofticials of the City or the Commission or their respecti~ c officers. Pna~ ? of 1 ~