Television Station Construction Agreement

EXHIBIT 10.168


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CONSTRUCTION AGREEMENT


BETWEEN


WHCT BROADCASTING, INC.,


AND


PAXSON COMMUNICATIONS OF HARTFORD-18, INC.


FOR


WHCT(TV), CHANNEL 18, HARTFORD, CONNECTICUT


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CONSTRUCTION AGREEMENT


This Construction Agreement is made as of this ____ day of December, 1996, by and between WHCT Broadcasting, Inc., a Delaware corporation (hereinafter referred to as "Broadcaster"), and Paxson Communications of Hartford-18, Inc., a Florida corporation (the "Contractor").


WITNESSETH


WHEREAS, Broadcaster has contracted to acquire the assets and licenses used in the operation of WHCT, Channel 18, Hartford, Connecticut (hereinafter "the Station"), and has an application pending before the Federal Communications Commission ("FCC") for consent to acquire the license, known as File No. BALCT-930922KE; and


WHEREAS, the Broadcaster must return the Station to operation prior to February 9, 1997; and


WHEREAS, the Contractor and Broadcaster intend to enter into a Time Brokerage Agreement providing for Contractor to program the Station consistent with applicable law and regulations; and


WHEREAS, Contractor has experience in television station construction; and


WHEREAS, Contractor has agreed to purchase all materials and equipment required in order to construct the Station facilities authorized in its license and to undertake the construction of the Station, in exchange for regular lease payments by Broadcaster to Contractor;


NOW THEREFORE, in consideration of the above and of the mutual promises covenants contained herein, Broadcaster and Contractor, intending to be legally bound, agree as follows:


1. DEFINITIONS


In addition to the terms which are elsewhere defined in this Agreement, the following terms shall have the respective meanings hereinafter set forth:


(a) "Budget" shall mean the preliminary budget as agreed to by Broadcaster and Contractor, as described in Exhibit A, attached hereto, as such Budget may be amended in accordance with Paragraph 5 of this agreement.


(b) "Contract Documents" shall mean this Agreement, all authorizations issued to the Licensee for the Station's operation and construction, the Plans and Specifications and the Budget.


(c) "Plans and Specifications" shall mean the plans and specifications for the construction of the facilities authorized by the FCC, as supplemented by specifications for the Work as agreed to by Contractor and Broadcaster, as described in Exhibit B attached hereto.


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(d) "Work" shall mean all labor, materials and equipment necessary or appropriate for the construction of the Station in accordance with the Plans and Specifications set forth in Exhibit B and the Construction Permit Application.


2. THE WORK


(a) Contractor has done or agrees to do the following during the term of this Agreement:


(1) In consultation with Broadcaster, specify the equipment, supplies
and materials necessary or appropriate for the construction and
installation of the facilities authorized by the FCC;


(2) Construct and/or install the facilities of the Station with the
concurrence of the Broadcaster's Chief Engineer as authorized by the FCC
in accordance with the Plans and Specifications and all applicable zoning,
building or other governmental laws, ordinances or regulations, including,
without limitation, all permits, regulations and directions of the FCC;
and


(3) Purchase all equipment necessary to the construction of the
Station and pay the entire cost of the work,


(b) Broadcaster has done or agrees to do the following during the
term of this Agreement:


(1) Prosecute any applications or authorizations at the FCC required
to construct and return to operation the Station prior to February 9,
1997;


(2) Cooperate with Contractor in timely filing and obtaining any
zoning, building and other permits, State, County or municipal, that are
required in connection with the Plans and Specifications and the Work and
execute the necessary documents and agreements provided by Contractor in
accordance with his obligations hereunder, and


(3) Obtain and maintain in effect a lease for the Station's tower
site.


(4) Notwithstanding any other provision of this Agreement, the
parties acknowledge that Broadcaster does not presently possess the right
to control the licenses of WHCT until such a time as the FCC grants
Broadcaster's pending application for assignment of licensee to
Broadcaster from the Trustee in Bankruptcy presently holding said license.
Broadcaster does not represent that it possesses the power to take any
steps with respect to the Station


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other than those which it lawfully may take prior to the grant by the FCC
of said application for assignment of license.


3. TIME


(a) The Work shall be commenced promptly upon the Broadcaster's
acquisition of the Station following FCC approval and shall be
substantially completed as promptly as possible, providing, however, that
the parties agree that date shall be extended by reason of strikes, labor
troubles, inability to procure material, failure of power, governmental
actions or inactions, riots, insurrection, war or other reasons beyond the
control of the parties. Upon substantial completion of the Work, the
Contractor shall lease the facilities to Broadcaster pursuant to a Lease
Agreement in the Form of Exhibit C. If the FCC has not granted
Broadcaster's application for consent to acquire the Station by _______ ,
then this Agreement may be terminated by Contractor without liability to
Contractor.


(b) The date of substantial completion of the Work is the date when
(I) construction is sufficiently complete, in accordance with the Contract
Documents, so that the Station may begin operating pursuant to Program
Test Authority under FCC rules using the constructed facilities and (ii)
all permits, modifications of permits, authorizations and licenses
necessary to operate such facilities have been obtained. Any Work required
by the Contract Documents which remains to be completed after the date of
substantial completion shall, if reasonably feasible, be completed by
Contractor within ninety (90) days after the date of substantial
completion.


4. PAYMENTS FOR THE WORK


Contractor shall be responsible for ...