6.B.(2) Staff report on Michiana Public Broadcasting project

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4. The Easement Property will be under the control of and maintained by the Commission during the te~7n of the Easement All expenses relating to the control and operation of the Easement Property, and any adjacent portions of the Property owned by WHIT. including utility charges. shall he apportioned such that WNIT shall be deemed to have been obligated for all expenses relating to the period prior to the date of the Easement and the Commission shall be obligated for al] expenses relating to the Easement Property for the term of the Easement. The Commission agrees to take reasonable steps of security during the teen of the Easement for the Easement Property to secure and protect the Easement Property and improvements and personal property thereon fi•om damages and losses, and to not allow any liens or encumbrances of any kind to attach to the Easement Property. The Commission, also, agrees to work with WNIT to assure that reasonable and mutually accepted liability and casualty insurance protection is in place in relation to the Easement Property and the improvements thereon so as to reasonably protect their respective interests. 5. The Project is scheduled to be completed by October 1, 2009, and the Commission «~ill take reasonable steps to complete the Project prior to that date. If WNIT fails to substantially complete its renovation plans to the Property within t~~~enty-seven (27) months from the date of this Agreement, the Commission may terminate the Easement and \'WNIT will pay to the Commission all documented expenses incurred for the Easement Property, less any expenses reimbursed by the title insurance policy, if partial rehabilitation is due to any title defects or newly discovered encumbrances. WNIT will also pay all expenses incurred if the overall building project is not finished and open for service within eighteen (l8) months after the expiration of the Easement to the Easement Property. 6. \~JNIT «-i11 invest approximately $3.7 million in non-Commission funds to renovate, furnish and equip the Property as a full service media broadcasting center, and shall provide ongoing operational and building maintenance expenses ("Operational Obligations' or "Operations"). The Commission shall require \\WNIT to fulfill Operational Obligations for a minimum of ten (10) years from the date of opening. General expectations for \WNIT that accompany the Operations] Obligations or Operations are further described on Exhibit F attached hereto. WNIT represents and warrants that WNIT will pay the Commission's actually incurred Project expenses, up to One Million Dollars (51,000,000), prorated on an annual basis over the tern.. if Operations cease during this teen for three (3) consecutive months for causes for which it is responsible or that are within its control. By way of example, should WNIT cease Operations in the fifth (5th) year of Operations, its obligation to the Commission shall be Five Hundred Thousand Dollars ($500,000). 7. The Operational Obligations specified in paragraph 6 shall run with the land and shall be subordinate to any mortgage obligation of WNIT. 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 maybe necessary or appropriate to carry out the terms and intent of this Agreement and to aid and assist each other in carrying out the terms and intent. Pale 3 of 12