HomeMy WebLinkAboutUtilMinutes_2008_06_20Municipal Utilities Board June 20, 2008
City of Brookings
A special meeting of the Municipal Utilities Board was held at 7:30 a.m. on Friday, June
20, 2008, at the Utility Building with the following members present: Harvey, Peterson,
Robertson and President Myers. Absent: Prest.
EXECUTIVE SESSION
Motion was made by Peterson, seconded by Robertson to adjourn to an executive session
for the purpose of discussing competitive service offerings and contractual matters. All members
present voted in favor of the motion.
The Board reconvened in open session.
WIRELESS COMMUNICATIONS AGREEMENT
Motion was made by Robertson that the following Resolution No. 9-08 be approved.
RESOLUTION NO. 9 – 08
RESOLUTION APPROVING WIRELESS COMMUNICATIONS AGREEMENTS
WHEREAS, the Brookings Municipal Utilities Board believes it to be in the best
interests of Brookings Municipal Utilities ( BMU) to approve the negotiation, execution, delivery
and performance by BMU of the Asset Purchase Agreement, Post Closing Services Agreement,
Interim Service Agreement and a Spectrum Lease by and between BMU and Crossroads
Wireless, Inc., a Delaware corporation (“Crossroads”) relating to the sale by BMU of the assets
of its wireless telecommunications business (the “Business”) (and the assumption by Crossroads
of certain liabilities of the Business), for a cash purchase price that has been negotiated and
agreed upon by the parties, subject to post-closing adjustments (the “Acquisition”); and
WHEREAS, the Acquisition does not include the sale by BMU of (i) five towers
located in Brookings, Aurora, and Volga, South Dakota (and related telecom equipment) (the
“Retained Operations”) and (ii) the portion of the FCC license which covers the Retained
Operations; and
WHEREAS, at the Closing, BMU and Crossroads will enter into the Switch Site
Lease, providing for the lease by Crossroads of the portion of the premises located at BMU’s
principal office in Brookings, South Dakota where BMU’s wireless switch is currently located;
and
WHEREAS, Sprint PCS and BMU propose to enter into an Addendum VII to the
Sprint PCS Affiliation Agreement.
NOW, THEREFORE BE IT RESOLVED, that the Board hereby approves the
negotiation, execution, delivery and performance by BMU of the Asset Purchase Agreement,
Post Closing Services Agreement, Interim Service Agreement, a Spectrum Lease and Addendum
VII.
BE IT FURTHER RESOLVED, that in connection with the Purchase Agreement,
Steve Meyer, Executive Vice President/General Manager of BMU (the “Authorized
Representative”), be, and hereby is, authorized and empowered, for on behalf of BMU, (a) to
execute and deliver the Asset Purchase Agreement, Post Closing Services Agreement, Interim
Service Agreement, a Spectrum Lease and Addendum VII (including, without limitation, all
exhibits thereto) that are to be executed and delivered by BMU, in substantially the respective
forms thereof presented to the Board, with such modifications, revisions and changes thereto as
the Authorized Representative may deem necessary or appropriate (such approval, and the
Board’s authorization thereof, to be conclusively evidenced by the execution thereof by such
Authorized Representative), and (b) to execute and deliver from time to time such renewals,
extensions, supplements or amendments to the Asset Purchase Agreement, Post Closing Services
Agreement, Interim Service Agreement, a Spectrum Lease and Addendum VII as the Authorized
Representative may deem necessary or appropriate (such approval, and the Board’s authorization
thereof, to be conclusively evidenced by the execution thereof by the Authorized
Representative); and
BE IT FURTHER RESOLVED that the Authorized Representative and BMU’s
other officers, be, and they hereby are, authorized, directed and empowered to do and perform all
acts as they deem advisable, necessary, expedient, convenient or proper in order to consummate
fully all of the transactions contemplated under the Asset Purchase Agreement, Post Closing
Services Agreement, Interim Service Agreement, a Spectrum Lease and Addendum VII; and
BE IT FURTHER RESOLVED that the Board does hereby authorize, approve,
ratify and confirm as the act or acts of BMU all previous acts of and all documents and papers
heretofore executed and/or delivered by the Authorized Representative in exercising any of the
foregoing powers.
Adopted this 20th day of June, 2008.
ATTEST:
______________________________ _________________________________
Gail Robertson, Secretary Steven Myers, President
The motion was seconded by Peterson. All members present voted in favor of the
motion.
ADJOURNMENT
The meeting adjourned.
ATTEST:
_______________________________ ____________________________
Gail Robertson, Secretary Steven Myers, President