CC RES 2012-021 RESOLUTION NO. 2012-21
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF RANCHO PALOS VERDES APPROVING NEXTG
NETWORKS OF CALIFORNIA, INC.'S CONSENT TO
CHANGE IN CONTROL.
WHEREAS, the City of Rancho Palos Verdes ("City") and NextG Networks of
California, Inc. ("NextG") entered into a right-of-way use agreement dated September 6,
2011 ("Agreement") that provides, in relevant part, as follows:
"12.1. 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";
WHEREAS, NextG is a wholly-owned subsidiary of NextG Networks, Inc., a
Delaware corporation ("Parent");
WHEREAS, on January 11, 2012, the City received written notice from Barry G.
Ziker, counsel for Crown Castle International Corp. ("CCI"), that Parent and CCI entered
into an agreement and plan of merger whereby Parent will become a wholly-owned
indirect subsidiary of CCI and a wholly-owned direct subsidiary of ,Crown Castle
Solutions Corp., thereby affecting a change in control of Parent ("Merger");
WHEREAS, Mr. Ziker has represented that NextG will remain a separate and
existing legal entity following the Merger, and accordingly, the parties to the Agreement
wilt remain unchanged upon and after the effective date of the Merger;
WHEREAS, Mr. Ziker has represented that Parent will remain a separate and
existing legal entity following the Merger;
WHEREAS,; a duly executed copy of the written instrument evidencing the
consummation of the Merger has been filed with the office of the City Clerk;
WHEREAS, City staff has represented that all insurance and bonds pursuant to
the Agreement are currently in the names of NextG or the Parent; and
WHEREAS, NextG requests the prior written consent of the City, as expressed
by a resolution of the City Council, in order to consummate the Merger, as required by
the Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS
VERDES DOES HEREBY RESOLVE AND ORDER AS FOLLOWS:
Section 1. The facts and representations as set forth in the recitals of this
Resolution are incorporated herein by this reference. The consent granted by this
Resolution is contingent on the truth and accuracy of the facts and representations as
listed in the recitals and shall not be granted if any of the facts or representations in the
Recitals are found false or inaccurate.
Section 2. The City Council hereby grants its prior written consent to NextG
regarding the Merger, thereby allowing consummation of the Merger.
Section 3. The Mayor is hereby authorized to execute this Resolution, and the
City Clerk is directed to attest thereto.
PASSED, APPROVED and ADOPTED this 20th day of March, 2012.
Mayor
ATTEST:
(id 171tAf A I
City Clerk
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I, Carla Morreale, City Clerk of the City of Rancho Palos Verdes, hereby
certify that the above Resolution No. 2012-21, was duly and regularly passed and
adopted by the said City Council at a regular meeting thereof held on March 20, 2012.
(414.k -1716tikede-
City Clerk
1343656-1
Resolution No. 2012-21
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