Res 2022-258R/approving a donation agreement with San Marcos Texas Community Radio Association, doing business as KZSM, a community-based internet radio broadcasting non-profit organization

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THIS DONATION AGREEMENT (this "Agreement") is entered into as of Nf eve 2022 by and between the City of San Marcos, ("COSM") and San Marcos Texas Community Radio Association d1bla KZSM ("KZSM") a not -for profit corporation. COSM and KZSM are referred to herein collectively as the ("Parties"). WHEREFORE, COSM is the Federal Communications Commission ("FCC") Licensee of Nan -Commercial Radio Station KZOS-LP, San Marcos, Texas (FAC# 134127) (the "Station"); WHEREAS, the Parties each provide noncommercial programming serving the San Marcos, Texas community; WHEREAS, to continue programming, COSM wishes to donate to KZSM all its Station equipment assets and rights to the FCC Station License. WHEREAS, KZSM wishes to accept the donations of the Station and associated assets, all subject to prior FCC approval; and NOW, THEREFORE, the Parties agree and state as follows: 1. COSM hereby agrees to donate to KZSM the Station, the assets thereto and the rights to the FCC Licenses following FCC approval of the transfer. The Station License is attached hereto as Schedule I and a list of Station Equipment is set forth on Schedule 2. The Parties agree and understand that the approval of this Agreement is subject to prior FCC approval, 2. Within ten (10) days of the date of this Agreement, the Parties will prepare and file the requisite FCC Assignment of License Application ("Application") with the FCC. 3. The Parties agree to work in good faith to see that the aforementioned Application is properly processed and approved by the FCC. 4. Closing. The closing (the "Closing") of the transactions contemplated by this Agreement shall occur no later than five (5) business days following the date on which the FCC Consent shall have become a. Final Order (as hereinafter defined) (the "Closing Date"). The Parties may jointly waive Final Order. For purposes of this Agreement, the term "Final Order" means action by the FCC consenting to an application that is not reversed, stayed, enjoined, set aside, annulled or suspended, and with respect to which action no timely request for stay, petition for rehearing or appeal is pending, and as to which the time for filing any such request, petition or appeal or reconsideration by the FCC on its own motion has expired. The Closing shall be held by mail, electronic mail or as the Parties may agree.