207-13 License Transfer Agreement-WO-NY DOITT - 10-21-13.pdf

sent by facsimile or electronic mail; (ii) the next business day if sent by overnight delivery via a reliable express delivery service; or (iii) after five (5) business days if sent by certified mail, return receipt requested, postage prepaid. All notices will be delivered to the Parties at the following addresses (or at any other address for a party as will be specified by the notice, provided that notice of change of address will be effective only upon receipt of the notice):

(a) If to West Orange, to: Township of West Orange Clerk’s Office 60 Main Street West Orange, New Jersey 07052 With a copy to: Township Attorney, Township of West Orange c/o Township Clerk’s Office 60 Main Street West Orange, NJ 07052 With a copy to: Shulman, Rogers, Gandal, Pordy & Ecker 12505 Park Potomac Ave 6th Floor Potomac, MD 20854 Attn: Alan Tilles, Esq. Phone: (301) 231-0930 Fax: (301) 230-2891 (b) If to the City, to: Commissioner New York City Department of Information Technology and Telecommunications 255 Greenwich Street, 9th Floor New York, NY 10007 With a copy to: Chief, Economic Development Division New York City Law Department 100 Church Street New York, NY 10007 With a copy to: General Counsel New York City Department of Information Technology and Telecommunications 255 Greenwich Street, 9th Floor New York, NY 10007 18. Assignment : All covenants, agreements, representations, warranties and indemnities will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld. 19. Counterparts : This Agreement may be executed in one or more counterparts which will be effective as original agreements of the Parties. Original signatures transmitted by facsimile or electronic transmission will be effective to create counterparts. 20. Exhibits : All references in this Agreement to “Exhibits” will mean the Exhibits identified in and listed at the end of this Agreement, which are incorporated by reference and will be deemed a part of this Agreement forall purposes. Failure to attach any referenced Exhibits will not affect the binding nature of this Agreement.

21. Governing Law: This Agreement will be governed by the laws of the state of New York, without giving effect to the conflict of law provisions of that State. 22. Interpretation: All headings used in this Agreement are for convenience of reference only and willnot be deemed to have any substantive effect. Notwithstanding any law or rule of contract interpretation to the contrary, this Agreement will not be interpreted strictly for or against any Party. Each of the Parties certifies to the other thatit has reviewed this Agreement with, and is relying solely upon the advice of, its counsel, as to the negotiation, preparation, execution and delivery of this Agreement and as to the legal implications under this Agreement. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or unlawful by any administrative agency or court of competent jurisdiction, that provision will be deemed severable from the remainder of this Agreement and will in no way affect, impair or invalidate any other covenant, condition or other provision, and the Parties will use their reasonable best efforts to make the covenant, condition or other provision valid and lawful if possible so as to preserve the rights and obligations of the Parties. 23. Amendment: This Agreement, together with the attached Exhibits, constitutes the entire understanding and agreement between the Parties concerning the subject matter of this Agreement, superseding all prior oral or written agreements or understandings. This Agreement may not be changed, modified or altered except by an agreement in writing executed by the Parties. IN WITNESS WHEREOF, this Agreement will be effective as a binding agreement among the Parties upon being fully executed by the Parties indicated below and will remain in effect as an Agreement for the transfer of the FCC Authorization for 809/854.3125 MHz upon the terms and conditions provided in this Agreement. WEST ORANGE: Township of West Orange, New Jersey By:________________________________ Robert D. Parisi, Mayor ATTEST: By:___________________________________ Karen J. Carnevale, Municipal Clerk The CITY: City of New York, Department of Information Technology & Telecommunications By:_______________________________ Name: Title: Approved as to form: ________________________________________ Acting Corporation Counsel