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

207-13 LICENSE TRANSFER AGREEMENT THIS LICENSE TRANSFER AGREEMENT (this “Agreement”) is made as of this ____ day of _____________, 2013, (“Effective Date”) by and between City Of New York, Department of Information Technology & Telecommunications (“the City”), and Township of West Orange, New Jersey (“West Orange”). The City and West Orange may be referred to herein collectively as the “Parties”. RECITALS A. West Orange holds authorizations (“FCC Authorizations”) issued by the Federal Communications Commission (the “FCC”) to operate on certain frequencies (“Licensed Frequencies”) under call sign WPCE346 (the “License” and together with the Licensed Frequencies, the “Collective FCC Authorization”); B. West Orange filed an application with the FCC to add frequency pairs 809/854.3125 and 809/854.3375 MHz to the set of frequencies West Orange is authorized by the FCC to operate for WPCE346 (FCC File No. 003721208); C. The FCC granted the application by West Orange on February 23, 2009; D. The City filed an objection to such grant on March 6, 2009 (the “Objection”); E. On April 11, 2013 the FCC proposed to delete the authorization for 809/854.3125 and 809/854.3375 MHz from the authorization for WPCE346, but did not issue an implementation order pending an opportunity for West Orange to object to such action; F. In order to effectuate a mutually acceptable resolution of these matters and in response to the FCC’s order of April 11, 2013 regarding the frequency pairs 809/854.3125 and 809/854.3375, West Orange desires to transfer and assign to the City the FCC Authorization for 809/854.3125 MHz, and the City desires to reimburse West Orange for certain expenses related to transfer of the FCC Authorization for frequency pair 809/854.3125, subject to the conditions described herein. G. The City and West Orange desire to enter into this Agreement to effect the transfer of the FCC Authorization for 809/854.3125 MHz to the City, free and clear of all liens, claims, mortgages, pledges, security interests, encumbrances, adverse claims or restrictions whatsoever (collectively, “Liens”). NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: AGREEMENTS License Transfer: Upon the terms and subject to the conditions

herein, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: AGREEMENTS License Transfer: Upon the terms and subject to the conditions outlined in this Agreement, on the Closing Date (as defined below), West Orange will deliver to the City, and the City will acquire from West Orange, all of West Orange’s right, title and interest in and to the FCC Authorization for 809/854.3125 MHz, free and clear of all Liens. The City and West Orange acknowledge and agree that the transfer of the FCC Authorization constitutes a partial transfer of West Orange’s Collective FCC Authorization and that this Agreement specifically transfers and assigns the West Orange’s FCC Authorization for 809/854.3125 MHz, and specifically excludes any sale or transfer of West Orange’s FCC Authorizations for other frequencies, West Orange’s cash, cash equivalents, account receivables, the equipment operating the frequencies under the FCC Authorizations and any and all other assets of West Orange. Consideration : In consideration for the transfer and assignment of the licensed frequencies to the City, the City shall assume all rights and obligations regarding 809/854.3125, commencing as of the date of Final Order, and shall pay to West Orange twenty thousand dollars and no cents ($20,000.00) in administrative expenses, constituting the full and aggregate consideration to be paid by the City to West Orange for the FCC Authorization for 809/854.3125 MHz. Upon the Final Order (as defined in Section 5(b) below), West Orange may submit to the City an invoice for $20,000, in a format prescribed by the City, which the City shall promptly pay, pursuant to the City’s prompt payment requirements.