The URL can be used to link to this page

Home My WebLink About2012-06-12 - RESOLUTIONS - NEXTG NETWORKS OWNERSHIP (2)RESOLUTION NO, 12-45 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA. CALIFORNIA, CONSENTING TO THE CHANGE IN OIA/-NERSHIP CONTROL OF NEXTG NETWORKS OF CALIFORNIA, INC. WHEREAS, the City has agreed to allow NextG Networks of California, Inc., to install telecommunications equipment on City traffic signal poles or third -party poles located within the City's ri.-ht-of-way for the purposes of operating the NextG network and improving wireless coverage and capacity within the City, per the Right -of -Way Use Agreement entered into on May 2, 2011; and WHEREAS, under the terms Section I I of said agreement, it is required that any merger between NextG Networks of California, Inc., and another party, consisting of 20 percent or greater change in ownership shall be consented to by the City prior to consummation; and WHEREAS, NextG Networks of California, Inc., and Crown Castle International Corp. are proposing to enter into a merger agreement representing a change in control of 20 percent or more; and WHEREAS, NextG Networks of California, Inc., will remain a separate and existing legal entity following the merger, and accordingly, the parties to the City's Right-of-"Alay Use Agreement will remain unchanged upon and after the effective date of the Change in Control transaction; and WHEREAS, the terms of said agreement between the City and NextG Networks of California, Inc., are not expected to be violated or breached by the proposed merger; and WHEREAS, the proposed change in control of NextG Networks of California, Inc., is not expected to have a detrimental effect on the City, its right-of-way facilities, or its residents; NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve as follows: SECTION 1. The City is willing to grant its Consent to Change in Control of NextG Networks of California, Inc., with respect to the merger with Crown Castle International Corp. in accordance with Section I I of the current Right -of -Way Use Agreement. SECTION 2. The City Council authorizes the City Manager or his designee to execute the Consent to Change in Control of NextG Networks of California, Inc. SECTION 3. The City Clerk shall certify to the adoption of this Resolution. I PASSED, APPROVED, AND ADOPTED this 12th day of Junc 2012. MA'YOR ATTEST: ClW CLERK DATE: �141 —�� STATE OF CALIFORNIA COUNTY OF LOS ANGELES ss. CITY OF SANTA CLARITA 1, Sarah P. Gorman, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the 12th day of June 2012, by the following vote: AYES: COUNCILMEMBERS: McLean, Weste, Kellar, Boydston, Ferry NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None 2 �61AIV&-- CII�Y CLERK I I I STATE OF CALIFORNIA COUNTY OF LOS ANGELES ss. CITY OF SANTA CLARITA CERTIFICATION OF CITY COUNCIL RESOLUTION 1, 1 City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution 12-45 adopted by the City Council of the City of Santa Clarita, California on.1une 12, 2012, which is now oil file ill nly off -ice. Witness nly hand and seal of the City of Santa Clarita, California, this _ day of 20 ICity Clerk By Deputy City Clerk CONSENT TO CHANGE IN CONTROL OF NEXTG NETWORKS OF CALIFORNIA, INC. This Consent to Change in Control ("Constin") is granted and effective this _ day of 2012 by the City of Santa Clarita, California (the "City") with respect to NextG Networks of California, Inc., a Delaware corporation ("NextG"). Recitals A. NextG provides telecommunications services to . wireless carriers through distributed antenna systems and other facilities located within the United States. B. The City and NextG entered into a Right -of -Way Use Agreement dated May 2, 2011 ("Agreement) that provides, in relevant part, as follows: 11. ASSIGNMENT 11.1 Transactions Requiring City Consent. Consummation of the following transactions related to this Agreement, or involving NextG, requires the prior written consent of the City Council expressed by resolution, which consent will not be unreasonably withheld, conditioned, or delayed: (ii) Any merger, consolidation, reorganization, business combination, or other transaction wherein Or whereby 20 percent Or more of the ownership interests in NextG, or in any parent company of NextG, will be affected and control of NextG will change or be subject to change. As used herein, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of NextG. A duly executed copy of any written instrument evidencing the closing and consummation of any such transaction must be filed in the office of the City Clerk. C. NextG is a wholly-owned subsidiary of NextG Networks, Inc., a Delaware corporation ("Parent"). On December 15, 2011, Parent entered into an Agreement and Plan of Merger with, among others, Crown Castle International Corp. (NYSE:CCI), a Delaware corporation ("CCI"), whereby Parent will become a wholly-owned indirect subsidiary of CCI and a wbolly-owDed direct subsidiary of Crown Castle Solutions Corl). ("Solutions"), mid thereby effect a change in control of Parent (sometimes referred to as the "Merger"). D. NextG will remain a separate and existing legal entity following the Merger, and accordingly, the parties to the Agreement will remain unchanged upon and after the effective date of the change of control transaction. E. The City is willing to grant its prior written consent to the change in control of NextG as provided under the Agreement on the terms and conditions set forth below. 3011005 a100110 I I NOW THEREFORE, in consideration of the recitals set forth above, and foi- other good and valuable consideration, the parties hereby agree as follows: I The City Council consented to the consummation of the Merger by resolution dated .2012. 2. Effective as of the date of this Consent, the City hereby grants its consent to the change in control of NextG as provided under the Agreement in connection with the Merger, 3. This Consent shall be governed by and construed in accordance with the laws of the State of California, regardless of the laws that otherwise govern under the principles of conflicts of laws. 4. This Consent shall be binding upon and inure to the benefit of the parties to this Consent and their respective designees, affiliates, successors and assigns. 5. This Consent may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the. other party, whether in original or facsimile form, it being understood that all pal -ties need not sign the same counterpart. [nofirther text; signature page follows] 2 3014 005 a100110 In witness whereof, the parties have executed this Consent, effective as of the date first shown above. NEXTG NETWORKS OF CALIFORNIA, INC. CITY OF SANTA CLARITA By_ By Robert L. Delsinan SeniorVice President Printed Narne Government Relations & Regulatory Affairs 3044 005 a100110 3 Title Date: APPROVFD AS TO FORM: Printed Narne Title D ate: I