R 4321 RESOLUTION NO. 4321
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO
GRANDE CONSENTING TO THE ASSIGNMENT TO SLO NEWCO, LLC
OF A COMMUNICATIONS SITE LEASE AGREEMENT DATED JUNE 16,
2000 BETWEEN SLO CELLULAR, INC. AND THE CITY OF ARROYO
GRANDE
WHEREAS, SLO Cellular, Inc, a California Corporation doing business as Cellular One
of San Luis Obispo ( "SLO Cellular ") entered into a Communications Site Lease
Agreement (the "Lease ") with the City of Arroyo Grande (the "City ") for approximately
375 square feet of land, space on the City's water tank, and access and utility
easements connected therewith for real property located on Branch Mill Road, Arroyo
Grande, commonly known as the Reservoir #4 site; and
WHEREAS, by letter dated October 8, 2010, SLO Cellular notified City that SLO
Cellular and New Cingular Wireless PCS, LLC ( "AT &T ") have entered into a Purchase
Agreement pursuant to which SLO Cellular will transfer substantially all its assets,
including the Lease, to SLO Newco, LLC ( "SLO Newco "), a newly formed Delaware
limited liability company at the closing of the Purchase Agreement transaction (the
"Closing "); and
WHEREAS, SLO Newco is currently wholly owned by SLO Cellular; and
WHEREAS, at Closing, a change in the ownership of SLO Newco will occur, such that
SLO Newco will be a wholly owned subsidiary of AT &T; and
WHEREAS, this change in ownership constitutes an assignment within the meaning of
Article 13 of the Lease; and
WHEREAS, upon review of AT &T's operational experience and financial stability, City
staff have concluded that SLO Newco satisfies the general assignment criteria.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Arroyo
Grande does hereby consent to the sale of SLO Cellular's interest in the Lease and
assignment of the Lease to SLO Newco and authorizes the Mayor to execute a
Landlord Consent and Estoppel Certificate ( "Certificate "), subject to the following
conditions:
1. SLO Newco shall agree to be bound by all requirements of the Lease and to
comply with all City rules, regulations and policies related to the subject matter of
the Lease.
2. SLO Cellular shall not be relieved of any future performance, liabilities or
obligations under the Lease.
RESOLUTION NO. 4321
PAGE 2
3. SLO Newco shall become a wholly owned subsidiary of AT &T at the Closing.
4. SLO Newco shall pay all costs and expenses incurred by City in reviewing the
transaction, and in processing and preparing all necessary paperwork related to
the assignment.
5. The Certificate attached to SLO Cellular's letter dated October 8, 2010,
incorrectly states that the final expiration of the Lease is on June 1, 2015. Article
4 of the Lease states that the Term shall be five (5) years from the
commencement date (June 16, 2000) and that Lessee shall have the right to
extend the Term for three (3) successive five (5) year periods. The Certificate
should be corrected to state that the final expiration of the Lease is on June 1,
2020.
6. In the event that any of the terms of the Certificate are inconsistent with the
provisions of this Resolution, the provisions of this Resolution shall prevail.
7. This assignment shall not become effective until SLO Cellular and SLO Newco
accept in writing the conditions of this Resolution. Such acceptance shall be filed
with the City Clerk within (30) days after the date of adoption of this Resolution.
On motion of Council Member Fellows, seconded by Council Member Ray, and on the
following roll call vote, to wit:
AYES: Council Members Fellows, Ray, Costello, Guthrie, and Mayor Ferrara
NOES: None
ABSENT: None
The foregoing Resolution was passed and adopted this 9 day of November, 2010.
RESOLUTION NO. 1 /32.1
PAGE 2
TOTTA# A, MAYOR
ATTEST:
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KELL : TM/c CiMi E, CITY CLERK
APPROVED AS TO CONTENT:
STEVE DAMS, CITY MANAGER
APPROVED AS TO FORM:
TI THY J MEL, CITY ATTORNEY
OFFICIAL CERTIFICATION
I, KELLY WETMORE, City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 4321 is a true, full, and correct copy of said Resolution passed and
adopted at a Regular meeting of the City Council of the City of Arroyo Grande on the 9
day of November 2010.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 10 day of
November 2010.
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KELLY ET • RE, CITY CLERK