HomeMy WebLinkAboutExhibit 1TELECOMMUNICATIONS SITE MANAGER SERVICE AGREEMENT
This Telecommunications Site Manager Service Agreement ("Agreement") made this day of
, 20_, by and between the City of Miami, Florida (hereinafter "Contractor" or " City"), and
Crown Castle USA Inc., a Pennsylvania corporation (hereinafter "Contractee," "CCUSA" or "Crown")
whose principal offices are located at 2000 Corporate Drive, Canonsburg, PA 15317.
WINES STH
WHEREAS, the City desires CCUSA to perform the services described below and CCUSA
agrees to provide these services:
Site Management Services Relating to the Marketing, Design, Construction, and
Maintenance/Operation of Telecommunications Sites within the City of Miami, Florida; and
WHEREAS, the City has existing structures, land and rights -of -way available for the
installation/construction of telecommunication Sites, including telecommunications towers; and
WHEREAS, CCUSA desires to license the use of space and facilities at the Sites to Users who
will use such Sites; and
WHEREAS, this Agreement was competitively procured via Request for Proposals No. 275283,6
and as negotiated herein; and
WHEREAS, the City has determined that this Agreement is in the best interests of the City;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
contained, the sufficiency of which the parties acknowledge, CCUSA and the City hereby agree as
follows:
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1. Defmitions.
For purposes of this Agreement, the following terms are defined:
a. "Agreement" shall mean this Telecommunications Site Manager Service
Agreement and any renewals or amendments thereof.
b. "City Authorities" shall mean any subsidiary corporation of the City, including,
without limitation, City agencies, boards, commissions and other City authorities providing that
this Agreement does not bind any semi -autonomous City agency ( e.g. Department of Off -Street
parking, Community Redevelopment Agency or Downtown Development Authority) to utilize
this Agreement until , as authorized by their respective Boards, they decide to use this Agreement
if any
c. "City" shall mean the City of Miami, Florida. The City of Miami shall be
referred to herein as "City." For the purposes of this Agreement, "City" without modification
shall mean the City Manager.
d. "City Commission" shall mean the legislative body of the City.
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e. "City Manager" shall mean the Chief Executive Officer of the City. The City
Manager may, by written delegation memo, authorize a City employee to act as the Manager's
designee for administrative approvals requested from the City Manager under this Agreement.
f. "Contractee Point of Contact" — Contractee shall promptly appoint and maintain
during the Term of this Agreement, a Point of Contact who may change from time to time and
shall be authorized to act for Contractee. Contractee Point of Contact shall be subject to
Contractor's reasonable approval.
g. "Construction Costs" shall mean all of CCUSA's expenses relating to the
development, design and construction of Facilities at a Site. Construction Costs shall include any
labor, materials, permits/licenses and professional services necessary for obtaining the rights to
use and develop, and for developing and constructing, new or replacement Facilities.
h. "Environmental Assessment" shall mean an assessment conducted in accordance
with the then current ASTM standard for environmental assessments, or other appropriate review
of the environmental conditions then existing at a site, including such sampling or testing as
deemed appropriate by CCUSA's environmental consultant.
i. "Existing Site" shall have the meaning assigned to such term in Section 2.B.
j. "Facilities" shall mean any and all new or existing communication facilities and
structures and all related equipment and assets, including, but not limited to, poles, towers, Small
Cell, shelters, buildings (or portions of buildings), rooftop areas (and all other related areas within
or along the buildings associated with such rooftop areas), mounting structures, cabinets, facility
compound areas, lighting equipment, grounding systems, wire racks and trays, conduit,
foundations, platforms and fencing located on or about a Site. The term "Facilities" does not
include User Equipment
k. "Fiber" shall mean any fiber optic cable currently owned or owned in the future
by the City.
1. "Gross Receipts" shall mean all User Fees
(but excluding State of Florida sales taxes) charged to, and collected by CCUSA from, Users in
connection with their use of the Facilities.
m. "Hazardous Condition" shall mean the release, or the threatened release, or the
presence, use, treatment, storage or disposal of, any material or substance regulated as a
hazardous, toxic or dangerous substance or pollutant under Environmental Laws. Hazardous
Condition shall include, but not be limited to, any activity whatsoever involving thepresence at,
on, under or about (including in soil, surface water or groundwater), of (i) any hazardous waste,
extremely hazardous waste, restricted hazardous waste, toxic pollutant or hazardous pollutant, or
words of similar import, as defined in the Resource Conservation & Recovery Act, as amended,
and any regulations or guidelines promulgated thereunder; (ii) any hazardous substance as
defined in the Comprehensive Environmental Response, Compensation and Liability Act as
amended, and any regulations or guidelines promulgated thereunder; (iii) any toxic substance or
hazardous chemical as defined in the Toxic Substances Control Act, as amended, and any
regulations or guidelines promulgated thereunder; (iv) the discharge of any pollutant under the
Federal Water Pollution Control Act, as amended, and any regulations or guidelines thereunder;
(v) any petroleum or refined petroleum product, or other petroleum hydrocarbon; (vi) asbestos;
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(vii) polychlorinated biphenyls; (viii) any pollutant or hazardous air pollutant under the Clean Air
Act, as amended, and any regulations or guidelines promulgated thereunder; and (ix) any
substance or waste regulated under other applicable environmental law. "Environmental Laws"
hereunder shall mean the statutes referenced in clauses (i), (ii), (iii), (iv), (viii) and (ix), above, the
occupational Safety & Health Act, the Hazardous Materials Transportation Act, any state
analogues to any of them, and any regulations or rules promulgated under each of them, each as
amended and in effect from time to time.
n. "Hookup Fee" shall mean the fee, as may be approved, in advance, in writing,
by the City Manager, or designee, imposed by CCUSA upon a User for the right to install the
User's User Equipment at a Site. These fees shall be used by CCUSA to defray the costs
associated with additional Users on a Site.
o. "Interference" shall mean unwanted signals that interfere with the intelligibility
of desired signals.
p. "Public Safety" shall mean those functions of Federal, State and City Authorities
directly related to the protection of life and property.
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Section 2.B.
"Replacement Facility" shall have the meaning assigned to such term in
r. "Site" shall mean all lands, buildings, lighting and other poles, Fiber, structures,
easements, rights -of -way, and other applicable property and assets owned or controlled by the
City on which Facilities will be constructed or erected or on which Facilities presently exist, other
than such lands or rights -of -way which the City reserves for its development of antenna and other
broadcasting equipment for its own internal or commercial uses ( but not for commercial uses
applicable to CCUSA's business.
s. "Small Cell" shall have the meaning assigned to such term in Section 3.C.
t. "Term" shall have the meaning assigned to such term in Section 4.
u. "User" shall mean a third party user of any of the Facilities (excluding City
Authorities) that executes a User License with CCUSA.
v. "User Equipment" shall mean telecommunication transmitting and receiving
equipment, antennae and/or cable installed by a User on a Facility.
w. "User Fees" shall mean the monthly Site rental fee due to CCUSA from Users.
User Fees do not include the surcharge for electricity, Construction Costs or Hookup Fees
imposed by CCUSA to recover its expenses.
x. "User License" shall mean an executed Antenna Site license agreement with. a
User, in substantially the form of Exhibit A attached hereto, granting a User a license to use
Facilities on a Site.
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y. "Work" shall mean the design, engineering, construction, management,
marketing and operation of the Facilities and Fiber under the terms of this Agreement.
2. Agreement and Grant.
A. During the Term of this Agreement, the City hereby grants to CCUSA an exclusive
license to use all rights of the City in and to the Sites which are necessary for CCUSA's full use and
exploitation of the Sites for the purposes set forth in this Agreement, and hereby grants to CCUSA the
right to design, develop, construct, market, install, maintain and operate Facilities subject to the
provisions hereof. Except as otherwise expressly provided in this Agreement, CCUSA shall bear the
entire cost and expense related to permitting, governmental approval, design, development, construction,
installation, inspection, marketing, maintenance and operation of the Facilities developed pursuant to this
Agreement, and CCUSA shall indemnify, defend and hold the City harmless, its officials and employees
therefrom.
B. The City hereby specifically grants to CCUSA the exclusive right to develop the City's •
existing Sites on which Facilities are located which the parties, following execution of this Agreement,
mutually agree that CCUSA may develop (the "Existing Sites At the time the parties agree on the
Existing Sites, a list of such Sites (including the names of the City's existing tenants, licenses or users at
such Existing Sites and whether, and to what extent, Facilities on such Existing Sites need to be
refurbished, reinforced or replaced) shall be appended to this Agreement as Exhibit B. As set forth on
Exhibit B, Facilities on Existing Sites will be (i) refurbished, or (ii) replaced with new Facilities if
CCUSA determines, subject to the written concurrence of the City Manager, or designee, in its
reasonable discretion that an existing City -owned Facility can be used for co -location or is otherwise
marketable (a "Replacement Facility"). To the extent an existing Facility to be replaced is not a
Replacement Facility, CCUSA shall replace such Facility at the City's sole expense if the City directs
CCUSA to do so. A list of such non -Replacement Facilities on Existing Sites which have been identified
by the parties to date is set forth on Exhibit C. CCUSA's sole obligation with respect to any non -
Replacement Facility shall be to monitor the condition of such non -Replacement Facility.
C. The City hereby specifically grants to CCUSA the exclusive right (i) to develop new
Facilities on Sites chosen by CCUSA and approved by the City and (ii) to act as the City's agent and
manager with respect to any new Sites developed for the City by third parties (other than and excluding
City Authorities), in each case subject to and in accordance with the terms of this Agreement. Such new
Sites are listed on Exhibit D or any supplement thereto.
D. CCUSA shall have the right to install, subject to the prior written approval of the City in
accordance with Section 2.E. below, such Facilities upon the Sites necessary, in CCUSA's judgment, for
the successful and secure operation of User Equipment, and may alter or modify the same as may be so
necessary. CCUSA shall also have the right in connection with its use of the Sites to place warning signs
and do whatever else is reasonably necessary to comply with applicable existing and proposed safety
standards, including, but not limited to, electromagnetic -energy (EME) safety standards, related to
CCUSA's use of the Site. CCUSA may enter into User Licenses with Users to use all or any part of a
Site and Facilities and improvements located thereon. The term of any User License shall extend beyond
the Term of this Agreement, if required to reach full expiration of the User License including any renewal
periods outstanding.
E. Prior to any proposed installation of a Facility on a Site, CCUSA shall provide to the City
a schedule, CCSUA shall furnish such schedules to City Manager or designee in the manner provided by
§ 29 "Notices". which shall include the following information:
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a. An Environmental Assessment.
b. Drafts of any documents required by National Environmental Policy Act
c. Whether a new or Replacement Facility.
d. Draft site plans and construction plans.
e. Proposed tower description, including type, height and design specifications,
including wind resistance.
f. A description of any remediation work or other City action required.
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List of local approvals and permits , if any, that will be required.
The City Manager or designee shall review such schedule and, within thirty (30) days of receipt
of the schedule, shall notify CCUSA in writing whether the City approves or disapproves of the proposed
installation. If the City approves such installation, the City shall inform CCUSA in the City's notice of
approval whether, and at what elevation, if any, it intends to install any of its telecommunications
equipment at such Site; provided, that CCUSA may decline to proceed with a proposed installation of a
Facility if, in CCUSA's determination, the telecommunications equipment the City intends to install at
such Facility would adversely affect the profitability of such Facility to CCUSA. Failure by the City to
notify CCUSA of its approval or disapproval of a proposed installation within such thirty (30) day period
shall constitute approval of such installation for purposes of this Agreement.
F. Not later than ten (10) days prior to any proposed installation of a Facility on a Site
approved by the City in accordance with paragraph E. above, CCUSA shall provide to the City a
supplement to the schedule referenced in paragraph E. above, which shall include the following
information:
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a. Final site plans, construction plans and tower description.
b. A schedule of construction.
c. Names of contractors who will fabricate and erect the tower and equipment
building.
d. Boundary line survey by a Florida licensed surveyor (new Sites only).
e. The approximate construction costs of the Facilities.
f. Whether there will be one equipment building or whether any User will erect its
own building or shelter or both.
g.
Description of security measures.
h. A listing of any existing City agencies , instrumentalities or authorities which the
City has requested pursuant to paragraph E. above be accommodated and at what elevation.
3. Compensation and Collection of User Fees.
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A. Compensation for Existing Facilities on Existing Sites.
With respect to existing Facilities on Existing Sites, during the Term of this Agreement, the
City's share of Gross Receipts shall be fifty percent (50%) of the Gross Receipts generated from User
Fees with CCUSA retaining the balance of the Gross Receipts generated. Subsequent renewals of this
Agreement shall be at the same fifty percent (50%) split of Gross Receipts.
B. Compensation for New Facilities and Replacement Facilities developed under the terms
of this Agreement.
With respect to new Facilities and Replacement Facilities, during the Term the initial rental to be
paid to the City will be two thousand ($2,000.00) dollars per month for the first tenant installed on a new
Facility. The City's share of subsequent tenants Gross Receipts shall be thirty percent (30%) of the Gross
Receiptsgenerated from User Fees with CCUSA retaining seventy. percent (70%) of the Gross Receipts
generated.
C. Notwithstanding the compensation set forth in Sections 3.A. and 3.B. above, the
compensation and business terms and conditions for indoor and outdoor communications facilities or
systems, including but not limited to a distributed antenna system, pico cell, commercially offered wifi, or
similar technology ("Small Cell") shall be negotiated in good faith and mutually agreed upon by the
parties.
The parties agree to follow the Small Cell Siting Guidelines attached as Exhibit F.
D. Collection of User Fees.
All User Licenses shall identify CCUSA as the party responsible for the invoicing, collection and
monitoring of User Fees. CCUSA shall perform all invoicing and collection of User Fees, including
actions necessary to secure collection from past due payments in a commercially reasonable fashion.
CCUSA shall obtain the City Manager's, or designee's, prior written consent to any write-off of accounts
receivable from Users or any material agreements with Users for a reduced payment of past due User
Fees, which consentshall not be unreasonably withheld.. Nothing herein shall be deemed to obligate
CCUSA as a surety, factor or guarantor with respect to such User Fees.
CCUSA shall make available monthly reports detailing all User Fees and any other monies billed
and remitted from each Site in accordance with the User Licenses. On the 15th day of each month,
CCUSA shall remit to the City the City's share of Gross Receipts collected for the previous month.
E. Advance payment of City's share of Gross Receipts
The parties agree that in exchange for the City selecting CCUSA as the exclusive marketing,
management and development Contractee for all commercially offered wireless development on all of the
City's owned or controlled Sites, CCUSA will advance $100,000.00 to the City within sixty (60) days
after the Agreement is fully executed as the initial prepayment of the City's share of expected Gross
Receipts pursuant to the Agreement. CCUSA will pay on the first day of the month following the
anniversary of the final execution date of this Agreement, $100,000.00 and on the second anniversary of
the fmal execution date of this Agreement an additional $50,000.00. Thereafter, beginning on the fifth
anniversary of the full execution date of this Agreement, CCUSA's prepayment will in annual increments
of $50,000.00 each year to a maximum prepayment of $500,000.00 provided the City opts to renew this
Agreement for each successive year throughout the Term of this agreement. As a result of this
prepayment by CCUSA, the parties acknowledge that future compensation owed to the City pursuant to
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this Section 3 shall not be required to be paid by CCUSA to the City until such compensation exceeds the
amount of the aforementioned prepayment Upon such excess occurring CCUSA shall pay such Gross
Receipts to the City as provided by this Agreement .
4. Term. The Agreement shall commence on the date it is approved by the City
Commission and shall continue for five (5 ) years thereafter (together with any period of renewal of this
Agreement, if applicable, the "Term.. City shall give CCCUSA written notice in accordance with
Section 29 of said approval within three (3) business days thereafter and shall follow up promptly with
written notice confirming said commencement date. Provided CCUSA is not then in default of any of the
provisions of the Agreement beyond any applicable grace periods, CCUSA may have five (5)- one
(1)year renewal option periods, each of which must be exercised by written notice to Contractor in
accordance with Section 29 and acceptance by the City Manager in writing "), subject to compliance with
applicable laws, codes, and regulations. Should City Manager not approve the renewal period within
thirty. (30) . calendar days of notice from CCUSA , . renewalshall be deemed as being. granted .. Each
renewal notice shall be given not more than six (6) months nor less than one (1) month before the
expiration of any Term.
5. Title.
A. Title to Facilities. The City shall be the legal and equitable owner of any existing
Facilities. CCUSA shall be the legal and equitable owner of all new Facilities CCUSA provides in
accordance with Section 2 (A) , including Replacement Facilities, developed pursuant to this Agreement
B. Property Interest. This Agreement shall not confer upon CCUSA any ownership or
leasehold, tenancy, estate or possessory interest, except for the rights granted in certain personal property
by this Agreement, in real property owned by or under the jurisdiction of the City, and CCUSA agrees
that it shall never make any encumbrance upon or claim of such ownership or possessory interest.
6. CCUSA's Use of Facilities. The Facilities are to be used for the installation, operation
and maintenance of User Equipment along with associated other electronic equipment (which may be
passive and/or active).. Other uses not specifically contemplated in the Agreement cannot be implemented
without the City Manager, or designee's prior , written approval which may be granted, denied , withheld
or conditioned
7. City's Use of Facilities.
A. Subject to space availability, capacity and the rights of any then existing Users, and
subject to the provisions of Section 13 of this Agreement, the City Authorities shall have the right to
install their telecommunications equipment at any Facility (new or existing); provided, that the cost of
such equipment and its installation and any liabilities (including, without limitation, environmental
liabilities) arising out of the installation and modification of such equipment (other than as provided in the
next succeeding sentence) shall not be the responsibility of CCUSA . Such use of a Facility (new or
existing) and any customary improvements or customary measures necessary to accommodate such use
shall be at no charge to the City. CCUSA shall make the Facility available to the City for such
installation of its telecommunications equipment within sixty (60) days after notice from the City of the
proposed installation for any completed Facility, it being acknowledged that Facilities in planning and/or
construction stages will require additional time as required by CCUSA. At the time of the installation of
new Facilities, the City shall have the right and first choice to install its telecommunications equipment at
any elevation on such new Facility, provided that the City has notified CCUSA of the City's intention to
install, and the location at which it intends to install, such equipment in accordance with Section 2.E.
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B. The City or the City Contractor's telecommunications equipment shall operate
independently of any other User's User Equipment installed at a Facility.
C. Should development include constructing a new Facility as a replacement for a currently
used Facility, CCUSA shall arrange for relocating Contractor's telecommunications equipment from the
old Facility to the new Facility at Contractor's sole cost. Such use of a new Facility shall be at no charge
to the City.
8. Existing Tenants.
A. This Agreement shall. not limit or alter (i) the City's rights or relationship with any
existing tenants, licensees or users ( collectively referred to as "Tenants") of the City listed on Exhibit B
or City. Authorities which become tenants of the City following the commencement of this Agreement
(such tenants collectively, the "City Tenants") or (ii) such City Tenant's right, where applicable, to renew
those existing agreements; provided, that the City's and the City Authorities' rights and relationship under
any new agreement between the City and City Authorities shall not conflict with the terms of this
Agreement. This Agreement is subject to all of the City's leases and licenses with City Tenants existing
at the time of the commencement of this Agreement and is not purported to limit or alter the City's right
to renew those of such leases and licenses under which City Authorities are leasees or licensees, as the
case may be.
B. Subject to Section 10 of this Agreement, CCUSA may, in it's sole discretion, renew upon
expiration any leases or licenses of any City Tenants which are not City Authorities. Any other purposes
shall not be subject to the provisions of this Agreement, unless approved in writing by the City Manager.
If such leases or licenses are renewed by CCUSA, such leases or licenses shall be deemed User Licenses,
and the City Tenants under such leases and licenses shall be deemed Users, and shall cease to be City
Tenants, for purposes of this Agreement.
9. City Approval of New Facilities. The City Manager shall have sole and final prior,
written approval, acting reasonably, of the development of any and all proposed new Facilities; provided,
however, that the City Manager may not unreasonably discriminate among providers of functionally
equivalent services subject to this Agreement, and the City Manager shall not base a determination
regarding the placement, construction, or modification of User Equipment at a Facility directly or
indirectly on the effects of radio frequency emissions to the extent a Facility complies with the radio
frequency emission rules of the Federal Communications Commission ("FCC") . Issues to be considered
by the City Manager include, but are not limited to, Public Safety, aesthetics and revenue. Such approval
shall be granted or withheld within 30 days following CCUSA's submission of a Schedule pursuant to
Section 2.E.
10. Compliance.
A. CCUSA shall comply with all present applicable local, state and federal laws, codes,
ordinances, and regulations pertaining to the Work. In the event of a substantial change in local, State
and federal laws, codes„ regulations, ordinances, statutes or regulations which has a material adverse
affect upon the economic benefits of this Agreement to either party, the parties shall negotiate in good
faith to effect an equitable reformation of this Agreement subject to the further approval of the City
Attorney and the City Manager, which approval shall not be unreasonably withheld.
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B. CCUSA or its subcontractors shall use all commercially reasonable efforts to obtain all
necessary permits, certificates and other approvals required to fulfill CCUSA's obligations under this
Agreement. CCUSA shall provide copies of all such documentation to the City.
C. During the course of the Work, CCUSA shall use all commercially reasonable efforts to
procure any and all permits and licenses that are necessary for performance thereof and shall observe and
abide by all applicable restrictions and all laws, rules and regulations.
D. CCUSA shall act within a reasonable period of time on any requests from Users for
authorization to install or modify their User Equipment at a Facility. Any decision by CCUSA to deny a
User's request to install or modify its User Equipment at a Facility shall be in writing and supported by
substantial evidence. No such decision -by CCUSA denying a User access to a Facility shall be based on
the potentially hazardous effects of radio frequency emissions if the Facility complies with the FCC's
radio frequency emission rule.
E. Although covered by the general compliance mandated by this provision, it is specifically
understood that if CCUSA erects a tower Facility on a Site, CCUSA shall be responsible for the
maintenance of the tower erected by CCUSA and for ensuring that it is operated in compliance with all
existing lighting and painting rules and requirements of the FCC and the Federal Aviation Administration
("FAA") (the "FCC/FAA Rules").
11. Marketing.
A. CCUSA shall take commercially reasonable steps to market the Sites (for the
development of new Facilities) and any existing or future Facilities to potential Users; provided, that the
failure to achieve any projected level of marketing activity shall not constitute a default under this
Agreement. This shall include, but is not limited to, identifying, investigating, contacting, and
negotiating with potential Users, and taking such other commercially reasonable marketing steps designed
to maximize the amount of User Fees to be collected; provided that (i) CCUSA shall not unreasonably
discriminate among providers of functionally equivalent services, and (ii) User Fees shall be
commercially fair and reasonable. CCUSA shall obtain approval from the City Manager, which approval
shall not be unreasonably withheld, prior to the initial distribution of any printed materials or publication
of advertisements. CCUSA warrants to the City that any agreements between CCUSA and any related
company or subsidiary of CCUSA shall be treated as an arms length agreement and any fees charged shall
be at fair market value. Any use of the City of Miami Logo or any other form of City of Miami affiliation
shall only be possible if the prior written approval of the City Manager is given who may place
limitations, restrictions and conditions on such usage . Notwithstanding the aforementioned, Crown shall
have the rights without City Manager approval to use the existence of the contractual agreement and
INDEPENDENT CONTRACTOR relationship contemplated therein for the purposes benefiting revenue
for the City and/or Crown once executed by both parties.
B. CCUSA shall ,make available monthly reports on its marketing efforts to the City
Manager, including a summary description of all entities contacted, the results of such contacts and all
advertising efforts.
12. Management of Site Engineering.
A. CCUSA shall require Users in the User Licenses to ensure that all telecommunications
equipment is free from third party interference or is resolved within a reasonable timeframe with the
affected party. CCUSA shall be responsible for implementing site management processes and procedures
in accordance with the "City - CCUSA Site Management Plan" (the "Plan") (see Exhibit E), which Plan,
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and any amendments to such Plan subject to the written approval of the City Manager, or designee.
CCUSA shall timely comply with the requirements of the Plan. Modification to the Plan will be made at
the reasonable discretion of either party in coordination with and upon written approval of the other party,
which approval shall not be unreasonably withheld. In the event of a modification of the Plan, this
Agreement shall be amended, which amendment shall be subject to the approval of the City Attorney and
the City Manager, which approval shall not be unreasonably withheld. Any additional incremental
expenses which result from a modification of the Plan by the City, or the reduction in revenues caused
thereby, shall be borne by the City.
a. Except for equipment owned by the City or by City Tenants under City leases
and licenses, CCUSA shall have exclusive engineering supervision over its own equipment and
User Equipment on the Sites. Such supervision shall include: (i) frequency coordination and
acceptability; (ii) engineering specifications; (iii) establishment of standards and practices
consistent with, and necessary for, the avoidance or elimination of interference; and (iv)
acceptability of telecommunications equipment. Any liabilities (including, without limitation,
environmental liabilities) arising out of the City's engineering supervision of equipment owned
by the City or by City Tenants under City leases and licenses shall not be the responsibility of
CCUSA ,
b. In the event that the City or a City Tenant desires to modify or otherwise change
its telecommunications equipment or frequency, the City shall coordinate such change with
CCUSA so as to not interfere with CCUSA's operation or the operation of then existing Users.
Except as provided in Section 7 of this Agreement, the cost and any liabilities (including, without
limitation, environmental liabilities) arising out of such modification or change to such equipment
shall not be the responsibility of CCUSA
c. CCUSA shall coordinate the use of all frequencies and equipment of new Users
in order to prevent interference with the City's or any other existing communication systems.
d. CCUSA agrees that no new User under a User License procured by CCUSA shall
interfere with telecommunications equipment owned by the City or by any existing City Tenant
where such equipment is located on a Site. If such a User should cause such interference,
CCUSA shall cause the User to eliminate it as soon as practicable or no later than thirty (30) days
from the date such interference becomes known to CCUSA through written notice from the City.
Manager, or designee.
13. Public Safety Communications. CCUSA shall use its reasonable best efforts to
accommodate requests for adding Public Safety communications systems equipment to Facilities, subject
to space availability, capacity and the rights of any then existing Users.
A. The City shall direct such requests to CCUSA. Within thirty (30) days, CCUSA shall
review the request and proposed equipment to determine if it will cause material interference with the
operation of CCUSA's or other Users' User Equipment. Should CCUSA determine that such interference
would occur, CCUSA shall notify the City in writing of the predicted interference and shall not install
such equipment until such time that the parties can mutually agree that the predicted interference is
eliminated or substantially reduced. Such approval by CCUSA shall not be unreasonably withheld.
B. The equipment and installation costs of any such Public Safety communication system,
and any liabilities (including, without limitation, environmental liabilities) arising out of the installation
or modification thereof, shall be the responsibility of the system's owner. Any equipment of any such
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Public Safety communication system shall be installed using CCUSA's approved contractor or solely by
CCUSA.
14. Work. Except as otherwise expressly provided in this Agreement, CCUSA shall perform
all Work on new Facilities and Replacement Facilities at its sole cost and expense.
A. Design.
(B10I1496.1)
a. CCUSA shall prepare and submit all design documents for the City's review and
approval. CCUSA shall bear the cost of all design work, with the exception of the City's own
internal or external design review. The City Point of Contact shall notify CCUSA in writing of
the City's approval, disapproval or requirement for additional plan review of the proposed
construction within thirty (30) days after delivery by CCUSA to the City Point of Contact of
plans and specifications therefor pursuant to Section 2.E.
b. All design plans must be under the sign and seal of a state of Florida
Professional Engineer.
c. Should a backup generator be necessary at any site (in the determination of
CCUSA, in the case of CCUSA's or a User's equipment, or the City in the case of City owned
equipment), the petroleum storage tank shall be an above ground unit approved by the City,
which approval shall not be unreasonably withheld.
B. Construction of the Facilities. The parties agree that in connection with the construction
of a Facility:
a. CCUSA shall construct or improve approved Facilities, including all necessary
(as determined by CCUSA) site development including, but not limited to, any necessary (as
determined by CCUSA) remediation, and equipment, at its sole cost and expense.
b. In the case of a Replacement Facility, CCUSA shall dismantle the old Facility
within ninety (90) days of the completion of the new Facility and shall dispose of the old Facility
upon such terms and conditions as the City may reasonably prescribe. Regarding the old Facility,
CCUSA shall be responsible for any and all costs associated with (1) dismantling, (2) removing
or altering of the old foundation, (3) moving the old Facility structure to any other location, (4)
disposal and (5) any other customary costs associated with dismantling the old Facility, in each
case other than costs arising out of Discovered Hazardous Conditions (as defined below).
c. CCUSA acknowledges that time is of the essence in moving the City's
equipment from an old Facility to a new Facility upon its completion and shall fully cooperate
with the City's and any City Tenant's arrangements to install the City's and any City Tenant's
equipment upon a new Facility. CCUSA shall use all commercially reasonable efforts to
minimize any "downtime," associated with relocating the City's and any City Tenant's equipment
on the new Facility.
d. Each User, including Contractor and any City Tenant, shall bear any and all costs
(or shall reimburse CCUSA for all costs) in connection with moving their respective equipment
either on an improved Facility or from an old Facility to a new Facility.
11
(B1011496.1)
e. Upon completion of a Facility on a Site, CCUSA shall provide the City with
complete sets of as -built site plans and drawings, stamped by a Professional Engineer registered
in the state of Florida, detailing the tower construction and all Site improvements.
C. Site Conditions.
a. The City hereby states to CCUSA that, to the best of its knowledge, (i) the City
has the authority and all requisite right, title and interest in the Sites to grant to CCUSA the rights
pursuant to this Agreement and (ii) to the knowledge of the City, except as set forth on Schedule
14.C.a., the activities conducted at each Site are and have been -in compliance with applicable
Environmental Laws, and there is no Hazardous Condition at any Site which would result in
liabilities (whether accrued or contingent) to CCUSA or adversely affect the performance of
CCUSA's obligations hereunder, currently or in the future. Except as set forth herein, the City
makes no representation or warranty to CCUSA, either express or implied, as to the use,
operation, safety, environmental condition, title or fitness for a particular purpose of the Sites, and
CCUSA's use of the Sites shall be on an "as is" basis. THE CITY DISCLAIMS ALL
WARRANTIES INCLUDING WITHOUT LIMITATION THE WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY.
b. CCUSA, or its agents and environmental contractors, shall have access at all
reasonable hours to, and may inspect, the Sites, including without limitation any location being
considered as a new Site, and shall have the right to conduct such reviews, including an
Environmental Assessment or environmental sampling or investigation, as appropriate at any
Site, including any Site being considered for the construction of a new or replacement Facility.
Without limiting the preceding sentence, with respect to Sites which the City reasonably
considers, for security reasons, to be sensitive, CCUSA will use its reasonable best efforts to
notify as soon as practicable the City Manager of CCUSA's need to gain access to such Sites.
CCUSA shall bear its own costs of review, inspection and assessment, and shall make no claim
for costs, damages, or expenses arising from the condition of the Site, except as provided in this
Section 14.C.
c. CCUSA shall notify the City in writing promptly after CCUSA learns of the
following conditions and before such conditions are disturbed (except to the extent necessary to
conduct an Environmental Assessment or environmental sampling or investigation): (1)
subsurface or latent physical conditions at the Site such that remediation (at the City's cost)
would be required pursuant to any applicable laws, rules or regulations or (2) physical conditions
at the Site, of an unusual nature, differing materially from those ordinarily encountered and
generally recognized by CCUSA as inherent in work of the character provided for in this
Agreement. The City shall investigate the conditions, and if it finds that such conditions exist and
that they are likely to cause a significant increase or decrease in the time required for substantial
completion of a Site, then the City shall approve an adjustment of the time, if any, scheduled for
the substantial completion of the applicable Work under this Agreement.
d. In the event CCUSA or other persons learn of any Hazardous Conditions in the
perfouunance of the Work or otherwise which were not introduced to the Site directly or indirectly
by CCUSA, its affiliates, agents, or assigns ("Discovered Hazardous Conditions"), CCUSA shall
not be responsible or held liable for, and the City shall protect, indemnify, defend and save
harmless CCUSA against, any Discovered Hazardous Conditions, except for any increase,
exacerbation or disturbance of any Discovered Hazardous Conditions caused by its actions or
Activities after first becoming aware of their existence. This indemnity shall survive the
expiration or earlier termination of the Agreement.
12
If CCUSA or its affiliates, agents, or assigns introduces toxic or hazardous materials to
the Site directly or indirectly, CCUSA shall be solely liable for the removal or remediation of
such introduced materials and for any resulting delays.
With respect to any Discovered Hazardous Condition, the City, at its sole discretion and
at its sole option and at no cost to CCUSA , shall either remedy the Site for use or reject the Site
altogether. CCUSA may reject a proposed Site based on the findings of an Environmental
Assessment.
e. The City makes no representation or warranty as to Site conditions, except as
expressly set forth in this Agreement. The Site conditions are granted for use in an "as is"
condition.
f. Any remediation for which a party is liable under this Section 14.C, shall be
conducted in compliance with any rules, orders or guidelines promulgated or enforced by
jurisdictional government authority, and applicable to the Site. For any remediation for which the
City is liable as a matter of law , CCUSA agrees to give access to the Site, and to cooperate
reasonably with the City's contractors, provided that CCUSA shall not bear any costs in relation
to such remediation. For any remediation for which CCUSA is liable, the City shall give
CCUSA, its contractors and agents such access as is reasonably necessary for the conduct of any
investigation or remediation, provided that CCUSA shall bear the costs to the extent it caused the
condition giving rise to the need for such investigation or remediation. Upon the request of the
other party, either party conducting a remediation shall provide a copy of any final report
submitted to any governmental authority with regard to an investigation or remediation of a
Hazardous Condition.
15. Audit Procedures.
A. Records. CCUSA shall maintain true and correct electronic copies of records, permits and
approvals required therefor in connection with the performance of this Agreement and all transactions
related thereto and shall retain all such records for a period of not less than six (6) years after completion
of the Work. CCUSA shall maintain true and correct electronic records in connection with its
accounting, billing and collection of all fees including, but not limited to, User Fees, Hookup Fees;
surcharges and Constructions Costs billed in accordance with User licenses and its payment of a portion
thereof to the City as required hereunder and shall retain all such records for a period of not less than six
(6) years after each such transaction or payment.
B. Right to Audit. The City or its authorized representative may from time to time and upon
reasonable advance notice to CCUSA, make an audit of all records of CCUSA in
connection with its accounting, billing and collection of all User Fees, Hookup Fees,
surcharges and Constructions Costs billed in accordance with User licenses, its payments
to the City hereunder, and all records in connection with its Maintenance/Operation and
marketing responsibilities. Such audit may also cover CCUSA's procedures and controls
with respect to the costs to be reimbursed and the billing and collection of all charges.
Any overpayment or underpayment shown by such an audit shall be promptly corrected.
(BI011496.1}
13
Such right of inspection shall exist during the Term of this Agreement and for a period of
six (6) years thereafter. Annually, CCUSA shall provide the City with a certified list of
Users of the tower sites during the previous year and a copy of CCUSA's own internal
annual audit. Such list shall include User name, number of sites licensed, period used and
contract number under which the User is operating.
C. CCUSA must maintain records necessary to document compliance with auditable provisions of the
Agreement. CCUSA acknowledges that additionally the City has the audit and inspection rights set
forth in § 18-100 to § 18-102, City Code, as amended, which are deemed as being incorporated by
reference herein. Such records will be made available to the City and its agents within Miami -Dade
County, Florida during the term of this Agreement and for five (5) years thereafter..
All of CCUSA's operational records and Facilities sufficient to verify the Users of the Facilities,
shall be open to inspection and audit by the City or its designated representative at all reasonable times
during business hours following reasonable prior , written notice.
16. Facility Access. CCUSA shall have the right to gain access to all Facilities 365 days a
year, 24 hours a day, providing, however they will not interfere with the City or the City Tenants uses at
such Facilities. Without limiting the preceding sentence, with respect to Facilities which the City
reasonably considers, for Security reasons, to be sensitive, CCUSA will use its reasonable best efforts to
notify as soon as practicable the City Manager of CCUSA's need to gain access to such Facilities.
17. Maintenance and Repairs. Regarding any Facility developed or improved under this
Agreement, CCUSA shall be responsible for performing all repairs necessary to keep its Facilities on the
approved Site and easements or other access to the Site (other than access roads which shall be the City's
obligation) in good and tenantable condition including such maintenance, alterations, additions or
improvements necessary (as determined by Contractee's Point of Contact) to remain in compliance with
generally accepted engineering practices, all applicable FCC/FAA Rules, and all other laws, rules and
regulations.
During the Term, CCUSA shall keep the area of the Sites on which Facilities are located and their
equipment (other than User Equipment or similar equipment of Contractor or any City Tenant) in good
order and repair; provided, however, that the foregoing shall not obligate CCUSA to upgrade any Site
beyond the condition reasonably contemplated by this Agreement for the operation of the Facility
approved for such Site (i) in the case of Existing Sites, at the time of the execution of this Agreement or
(ii) in the case of new Sites, at the time of the initial installation of Facilities thereon.
CCUSA's obligation to maintain and repair any Site and any activities incidental thereto shall be
subordinate to, and shall not conflict with, all the Contractor's uses including, but not limited to, the use
and operation of the Contractor's telecommunication systems.
18. Utilities. CCUSA shall be, and, as applicable, shall cause its Users to be, responsible for
and promptly pay all charges for gas, electricity, telephone service, water, or any other utility or charges
applicable to CCUSA or its Users. The City shall in no way be liable for these charges.
The City agrees to allow access (by easement or other recordable instrument as decided by the
City Manager ) to a utility company requesting an occupancy or access to, over and across the Sites or
other lands owned by the City in order that such utility company may provide service to CCUSA or its
Users. As necessary, CCUSA shall have, or shall cause its Users to have, electrical current meters
installed at each Facility. The cost of such meters and the installation, maintenance and repair thereof
shall be incurred by CCUSA, or directly by Users, as the case may be (except for with respect to Facilities
(B1011496.1)
14
existing at the commencement of this Agreement, which shall not be CCUSA's obligation), and the
owner of the telecommunications equipment on the related Facilities (i.e., Users or the City and/or City
Tenants) shall pay for any current used unless payment therefor has been otherwise arranged for with
CCUSA.
The City and/or the City Tenants , as applicable, shall be responsible for paying all their
respective utilities consumed in operating the City's or the City Tenants' telecommunications systems, as
the case may be. The City and/or the City Tenants, as applicable, shall also be responsible for any costs
associated with the procurement or operation of backup generators which the City or a City Tenant
determines is necessary with respect to its equipment.
Any utility company shall obtain a State Work Permit and, if necessary, Occupancy, use and any
other required Permit prior to any installation, maintenance and/or repair.
19. CCUSA's Right to Maintain Security. Subject to the City's approval, which approval
shall not be unreasonably withheld, CCUSA at its sole cost and expense may place, construct, and
maintain a fence with a locked gate or other applicable security measures around each separately, or the
entirety of, the base of any new Facility or Replacement Facility, any equipment building or any guy
anchors, or undertake any other appropriate means to restrict access thereto provided that it is approved
by the City. CCUSA shall give a key or access code to the City. Fencing at Existing Sites shall be
provided for and maintained at the City's and/or City Tenant's sole discretion, cost and expense.
20. Beautification. CCUSA shall maintain and, to the extent reasonable in light of the proper
design, operation, location and maintenance of the Facilities, preserve the aesthetic appearance of the
portion of any Site on which a Facility is located, and shall implement reasonable measures to preserve
and maintain the aesthetic or historic integrity of a Site. Any Facilities located on an Archeological or
historic site, Resource, or district shall comply with Chapter 23, City Code, "Historic Preservation", as
applicable.
21. Inspections. The City shall have the right, upon reasonable prior notice to the Contractee
Point of Contact, to inspect the Facilities at all stages and at all reasonable times. CCUSA shall provide
at its sole cost and expense for professional inspection at times as determined necessary by CCUSA of all
towers constructed or otherwise utilized under the teiins of this Agreement. Inspections shall be
performed by firms with at least three years inspection experience and shall be in accordance with ANSI
EIA/TIA-222-G, or current revision of the code being used at the time the site was constructed.. A copy
of the results of each inspection shall be provided to the City upon request.
22. Environmental.
A. CCUSA, at its sole expense, shall, with respect to all Work, Facilities and Sites, comply
or cause compliance with all material provisions of applicable Environmental Laws, provided however
that CCUSA shall have no liability for Hazardous Conditions, except as set forth in Section 14.C.d.
B. In addition to the general indemnity contained in Section 27 of this Agreement, CCUSA
specifically and comprehensively agrees to fully and completely indemnify , defend and save harmless
the City, the City's successors and assigns and the City's present and future officers, directors, employees
or agents (collectively "Indemnities") from and against any and all liabilities, penalties, fines, forfeitures,
demands, damages, losses, claims, causes of action, suits, judgments, and reasonable costs and expenses
incidental thereto (including cost of defense, settlement, attorneys' fees of any sort whatsoever, consultant
fees and expert fees), which the City or any or all of the Indemnities may hereafter suffer, incur, be
responsible for or disburse as a result of any liability or responsibility whatsoever directly caused by or
M1011496.1}
15
arising out of any Hazardous Condition which results exclusively or substantially from CCUSA's use of
the Sites; provided that this indemnity shall not relate to any obligations of the City under Section 14.C.
hereof, nor for any Hazardous Condition existing at a Site or arising from City activities thereon.
Furthermore, CCUSA shall assume and indemnify and save harmless the City and all Indemnities for any
and all liability, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits,
judgments, and reasonable costs and expenses incidental thereto including but not limited to cost of
defense, settlement, attorneys' fees, consultant fees and expert fees, arising from or based an any
Hazardous Condition with regard to any Site, Facilities or Work which results exclusively from CCUSA's
use of the Sites; provided that this indemnity shall not relate to any obligations of the City under Section
14.C. hereof, nor for any Hazardous Condition existing at a Site or arising from City activities thereon.
This shall include but not be limited to (i) environmental contamination or (ii) non-compliance, or
violation of Environmental Laws, rules or regulations, and shall include, but not be limited to, liability,
responsibility or expenses arising from any governmental action, order, directive, administrative
proceeding or ruling whatsoever; personal or bodily injuries including death or damages to any property,
real or personal, including loss of use, or natural resources; and/or cleanup, remediation, investigation
monitoring or other response action.
C. The parties acknowledge that the Work may be subject to the National Environmental
Policy Act ("NEPA"). CCUSA shall bear the cost of preparing any required environmental reports and
analyses related to any new Facility and development of Existing Sites, but the City acknowledges the
lead agency's responsibility regarding the contents and conclusions thereof. The parties agree to work in
good faith to accomplish any required environmental reviews, in compliance with applicable law, and to
enter into such arrangements on mitigation of potential impacts as are appropriate, provided that neither
party shall be obligated to agree to any specific mitigation proposal with regard to any particular Site, and
may, at the party's option, remove the location from the list of Sites.
D. In accordance with Section 2.E, at the time it proposes the development of a new Facility,
CCUSA shall provide the City with a copy of an Environmental Assessment for the proposed Site on
which the Facility will be located, including any data, if any, derived from any sampling conducted at the
Site upon request. CCUSA may reject a proposed Site based on the findings of the Environmental
Assessment.
E. This provision shall survive the expiration or earlier termination of the Agreement.
23. Local Zoning and Planning.
A. The City desires to maintain a positive relationship with its neighboring communities. To
that end, CCUSA shall be responsible at its sole cost for providing reasonably required public relations at
the City's direction including, but not limited to, public notices and meetings to determine and respond to
local concems about proposed sites. CCUSA shall develop plans, subject to the City's review, to address
such concems.
B. As promptly as practical after the execution of this Agreement, the City and CCUSA
shall in good faith cooperate to develop and enact new and comprehensive zoning ordinances that balance
the concerns of neighboring communities with the shared City-CCUSA goal of maximizing new Users
and Gross Receipts from the development of new Facilities and the exploitation of existing Facilities.
Failure of the City to enact such new and comprehensive ordinances (despite the parties' good faith
efforts) shall not be a breach of this Agreement.
C. CCUSA shall promptly notify and subsequently keep informed the City of any local
concerns, opposition to or support of a Facility. CCUSA shall provide the City a written copy of
(B1011496.1)
16
CCUSA's plan to address the concerns/opposition at least fifteen (15) days prior to any release or
disclosure.
24. Integration. Subject to space availability and to the rights of then existing Users, and
subject to Section 12.A. of this Agreement, the City reserves the sole right to link and/or integrate any
present or future City communication system to any Facility or City -owned network at its discretion
unless it affects or interferes with then existing Users.
25. Insurance. Prior to the effective date of this Agreement, CCUSA shall file with the City
risk manager , Certificates of Insurance evidencing compliance with all requirements as required by
Insurance Exhibit H.
All insurance required by the Agreement shall be obtained at the sole cost and expense of
CCUSA; shall be maintained with insurance carriers authorized to do business in Florida, and acceptable
to the City risk manager ; shall be primary and non-contributing to any insurance or self insurance
maintained by the City, shall be endorsed to provide written notice be given to the City, at least thirty (30)
days prior to the cancellation of such policies, which notice evidenced by retum receipt of United States
Certified Mail, shall be sent to Attn..: Contractor' s Point of Contact, and shall name the City, and its
directors, officers, agents, and employees as additional insureds thereunder.
CCUSA shall be solely responsible for the payment of all deductibles to which such policies are
subject.
Each insurance carrier must be rated at least "A-" Class " "V"" in the most recently published
Best's Insurance Report. If, during the term of the policy, a carrier's rating falls below "A-" Class "V",
the insurance must be replaced no later than the renewal date of the policy with an insurer licensed to do
business in Florida and rated at least "A-" Class "V" in the most recently published Best's Insurance
Report.
CCUSA shall cause all insurance to be in full force and effect as of the date of the Agreement and
to remain in full force and effect throughout the term of this Agreement and as further required by the
Agreement. CCUSA shall not take any action, or omit to take any action that would suspend or invalidate
any of the required coverages during the period of time such coverages are required to be in effect.
Not less than thirty (30) days prior to the expiration date or renewal date CCUSA shall supply the
City updated replacement Certificates of Insurance.
(B10II496.1)
d. Upon completion of each Facility covered by this Agreement, CCUSA shall
provide in addition to the applicable insurance requirements as suggested under Insurance Exhibit
H, Commercial Property Insurance covering the towers, fixtures, equipment, improvements, and
betterments owned by CCUSA. Commercial property insurance shall, at a minimum, cover the
perils insured under the ISO Special Causes of Loss Special Foul' (CP 10 30), or a substitute
form providing equivalent coverages, including debris removal, demolition and increased cost of
construction that are caused by Legal requirements regulating the construction or repair of
damaged Facilities, including an ordinance and law endorsement, in an amount of not less than
the replacement cost of the property insured. If coverage for radio towers is not available under a
commercial property insurance policy, an inland marine insurance foiui with coverage equivalent
to ISO Special Causes of Loss Form (CP 10 30) maybe used.
The amount of insurance shall equal the full estimated replacement cost of the Facilities
owned by CCUSA.
17
The City shall be included as an additional insured and loss payee under the commercial
property insurance.
CCUSA may, at its option, purchase business income, business interruption, extra
expense or similar coverage as part of this commercial property insurance, and in no event shall
the City be liable for any business interruption or other consequential loss sustained by CCUSA,
whether or not it is insured, except in the event that such loss is caused by the negligence of the
City, its employees, officers, directors, or agents.
CCUSA shall be solely responsible for any deductible amount in the event of a loss.
e. CCUSA shall require any engineering or architectural firm involved in this
.Agreement to maintain professional liability insurance in the amount of $2,000,000 with tail
coverage for two (2) years.
CCUSA shall require any Contractors hired, to carry suitable insurance.
26. Taxes And Fees. CCUSA shall be responsible for payment of all taxes, assessments,
levies and fees of any kind whatsoever incurred as a direct result of the construction of Facilities or the
license of space on Facilities pursuant to a User License; provided, however, that CCUSA shall have no
responsibility for the City's income taxes, if any, or for real estate taxes for the Sites.
27. Indemnification.
A. Notwithstanding any other provision of law, CCUSA shall protect, indemnify, defend and
save harmless the City, the City's successors and assigns and the City's present and future officers,
directors, employees or agents (collectively "Indemnities") and shall assume any and all costs and
liability for any loss, liability, obligation, claim, penalty, cause of action, cost, damage, harm or expense
of any nature whatsoever arising out of or relating to CCUSA's conduct of the Work or its use of the
Facilities (other than (i) for any period of time prior to the commencement of this Agreement, with
respect.to Facilities existing at the commencement of this. Agreement; (ii) in connection with the City's or
a City Tenant's installation or modification of the City's or a City Tenant's telecommunications
equipment at any Site pursuant to Sections 7 and 12 hereof; and (iii) in connection with the installation or
modification of Public Safety communications systems equipment pursuant to Section 13 hereof)
including but not limited to CCUSA's installation, relocation, removal, operation or maintenance of the
Facilities and the use of any Site or any damage, personal injury or otherwise, allegedly caused by radio
frequency transmissions. Further, by this Agreement, CCUSA agrees to indemnify and hold harmless the
City, and their respective officers, agents, employees and assigns from any and all loss, liability,
obligation, claim, penalty, cause of action, cost, damage, harm or expense of any nature whatsoever,
including without limitation, attorneys' fees arising out of or relating to CCUSA's conduct of the Work or
its use of the Facilities (other than (a) for any period of time prior to the commencement of this
Agreement, with respect to Facilities existing at the commencement of this Agreement; (b) in connection
with the City's or a City Tenant's installation or modification of the City's or a City Tenant's
telecommunications equipment at any Site pursuant to Sections 7 and 12 hereof; and (c) in connection
with the installation or modification of Public Safety communications systems equipment pursuant to
Section 13 hereof) including but not limited to property loss or damage, real or personal, or bodily injury,
including death and (iv) in connection or relation to any act or ommission of CCSUA undertaken
pursuant to the provisions. of this Agreement and (v) any violation of statutory or ordinance liability
claims arising by virtue of CCSUA actions or omissions under this Agreement, including, without
limitation, purchasing/procurement compliance related claims, patent, copyright or trademark
1B101149611
18
infringement claims. CCUSA further agrees that it will make no claim against the City for damages to
the Work or Facilities, except for moneys due under the tem of this Agreement, and will make no claim
for indirect, special, consequential, or punitive damages or for lost profits or for private property rights
related claims (i.e. regulatory takings, etc., et. al.) This indemnity shall survive the termination of this
Agreement and upon such termination CCUSA will execute a general release to the City for any damages
claimed to have been sustained by CCUSA arising from the Work or Facilities (other than (i) for any
period of time prior to the commencement of this Agreement, with respect to facilities existing at the time
of the commencement of this Agreement; (ii) in connection with the City's or a City Tenant's installation
or modification of telecommunications equipment at any Site pursuant to Sections 7 and 12 hereof; (iii) in
connection with the installation or modification of Public Safety communications systems pursuant to
Section 13 hereof and (iv) with respect to such damages for which CCUSA is indemnified pursuant to
paragraph C below).
B.. CCUSA .shall defend. and indemnify the City and the Indemnities against and hold the
City harmless from any and all loss, costs and expenses including, without limitation, attorney's fees and
costs, associated with all mechanic's or supplier's liens and claims respecting any new or upgraded
towers and shall keep the rights -of -way free and clear of all liens, claims and encumbrances arising from
its performance of its obligations hereunder. The obligations of CCUSA pursuant to this Agreement shall
be declared a public works project and subject to all legal requirements that accompany such a legal
designation including prevailing wage requirements under the Federal/ State Labor Laws.
C. City cannot provide indemnity to Crown Castle per state statute and the Florida
Constitution. § 768.28, Fla. Stat.; Art. X § 13, Fla. Constitution. This Indemnity section shall survive the
expiration or earlier termination of the Agreement.
28. Bonding.
The parties agree that, in the event that the City exercises its rights under and pursuant to any
payment bonds issued pursuant to this Agreement, if any, and the surety fulfills its obligations under and
pursuant to said bonds, the City and CCUSA agree that upon substantial completion of the Facilities, the
surety issuing such bonds shall, unless such surety has otherwise been compensated for any payment
made by it under the bonds, be entitled to receive any compensation that would have otherwise been paid
to CCUSA under the Agreement including without limitation, the percentage share of the User Fees that
would have been retained by CCUSA under Section 3 of the Agreement, until the surety has been fully
reimbursed for its actual costs incurred in discharging its obligations under such bonds (subject to
verification by audit by the City,). Any such bonds, if required by the City Manager , will be in
substantially the form prescribed by § 255.05, Fla. Stat. and be subject to the approval of the City's
Director of Risk management.
29. Notices. Any notice or demand required or permitted to be given or made hereunder
shall be in writing, and shall be deemed sufficiently given or made if sent by personal delivery , certified
or registered U.S. Mail in a sealed envelope postage prepaid, or via Federal Express or other generally
recognized commercial "overnight" courier service, addressed in the case of:
City to:
City of Miami
444 S.W. 2nd Avenue - 6th Floor
Miami, FL 33130
Attn: Vanessa Acosta
(B1011496.1}
19
CCUSA to:
Crown Castle USA Inc.
2000 Corporate Drive
Canonsburg, PA 15317
Attn.: Blake Hawk, General Counsel
Any such communication shall be deemed to have been given when delivered if delivered personally on
the first business day after dispatch if sent by commercial "overnight" courier service, or on the fifth
business day after posting if sent by mail.
30. Assignment. Subject to the rights granted to the collateral assignee in Section 41 of this
Agreement, CCUSA may not assign or otherwise transfer this Agreement or any of the rights herein
granted without the prior written consent of the City Commission except to a wholly -owned subsidiary of
the CCUSA; such consent shall not be unreasonably withheld, conditioned or delayed but, if such
assignment or transfer is to any business entity who is not a wholly owned subsidiary of CCUSA the
City's approval may be conditioned on the payment of an audit and inspection of such subsidiaries
financial and corporate records to demonstrate its full ability to perform this Agreemeent in all respects,
providing, further than CCUSA, despite any such assignment, will remain jointly and severally liable to
the City for performance of this Agreement. .
31. Severability. If any clause or provision herein contained operates or would prospectively
operate to invalidate this Agreement in whole or in part, then such clause or provision shall be held for
naught as though not contained herein, and the remainder of this Agreement shall remain operative and in
full force and effect.
32. Amendment; Waiver. No revision or alteration of this Agreement shall be valid unless
made in writing and signed by an authorized agent or officer of CCUSA and by the City and approved by
the of the City Executive. No provision may be waived except in writing signed by the party to be
charged with such waiver. Failure to enforce any provision of this Agreement shall not constitute a
waiver of that provision.
33. Relocation or Replacement. If a Facility is to be relocated or replaced due to the order of
any governmental agency or in conjunction with the operational needs of the City, CCUSA agrees to
perform such removal or replacement at the City's sole cost and expense.
If CCUSA requests permission to relocate or remove a Facility after installation, CCUSA shall be
allowed to do so only after receipt of written approval from the City, which approval shall not be
unreasonably withheld. CCUSA shall obtain any and all necessary permits prior to commencing such
relocation or removal and shall be responsible for bearing all costs of such relocation or removal.
34. Termination.
A. Written Notice. This Agreement may be terminated by written notice by the City upon
the occurrence of an Event of Default, or upon the consensual written agreement of both parties. In
addition, this Agreement shall automatically terminate in the event the parties fail to agree on a list of
Existing Sites within 90 days after execution of this Agreement and any bonds currently posted by
CCUSA shall be cancelled.
(BI011496.1)
20
B. Assignment of User Licenses. Subject to any rights granted to a collateral assignee
pursuant to Section 41 of this Agreement, at the City's sole option and determination, in the event this
Agreement terminates as a result of an Event of Default prior to the termination of the User Licenses,
CCUSA shall be deemed to have assigned all of its rights and duties under each and every User License
to the Contractor. Otherwise the User Licenses and the associated revenue will continue to be paid to
each party as defined herein.
35. Default.
The following events shall constitute "Events of Default":
A. Failure of CCUSA to make any payment to the City when due, following fifteen (15)
days written notice of such failure;
B. Failure of CCUSA to observe or perform any term, condition or provision of this
Agreement, including, without limitation failure to obtain and maintain required site specific required
permits, or governmental approvals, insurance or bonding (other than with respect to payments due and
other than such failures which, individually or in the aggregate, do not materially adversely affect
CCUSA's delivery of the services contemplated by this Agreement), provided such failure continues for
thirty (30) days following written notice thereof or such longer period of time if CCUSA is diligently
endeavoring to cure the same;
C. If CCUSA files a voluntary petition in bankruptcy, or has an involuntary petition filed
against it and such petition is not dismissed within ninety (90) days, is adjudicated bankrupt or insolvent,
or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition
readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other
statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or seeks or
consents to or acquiesces in the appointment of any trustee, receiver, custodian, liquidator, or makes any
general assignment for the benefit of creditors.
The City, acting by and through its City Manager, shall have the right to terminate this Agreement, after
the intial term of five ( 5) years, in its sole discretion, at any time, by giving written notice to CCUSA
at least ninety (90) calendar days prior to the effective date of such termination. In such event, the
City shall pay to Provider compensation for Services rendered and approved expenses incurred prior to
the effective date of termination. In no event shall the City be liable to Provider for any additional
compensation and expenses incurred, other than that provided herein, and in no event shall the City be
liable for any consequential or incidental damages.
36. Remedies. If any Event of Default under this Agreement occurs, the City shall have the
right, subject to any rights granted to a collateral assignee pursuant to Section 41 of this Agreement, to (I)
terminate this Agreement, (2) cure any Event of Default to preserve either party's rights that may be
prejudiced as a result of such default, and/or (3) exercise and pursue all other rights and remedies
available to it under applicable law.
NOTWITHSTANDING THE FOREGOING; UNDER NO CIRCUMSTANCES
WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, TREBLE, SPECULATIVE OR LOST PROFIT LOSSES,
EXPENSES, DAMAGES OR LIABILITIES ARISING FROM THIS AGREEMENT OR THE
ACTIVITIES PERMITTED BY THIS AGREEMENT.
{B1011496.1 }
21
37. End of Term. Subject to CCUSA's obligation to maintain the Facilities and the
applicable portions of the Sites in accordance with this Agreement, upon termination as a result of an
Event of Default or expiration of this Agreement and any User License in place at the time of termination
for cause or expiration, CCUSA shall surrender each Facility to the City "AS IS, WHERE IS" and any
title of CCUSA therein shall immediately revert to the City. The City, in its sole determination, shall
choose from among the following courses of action:
A. Accept possession of any or all Facilities from CCUSA, whereupon CCUSA or its
assigns shall have no further obligation to maintain, relocate or remove such Facilities. The City may
choose to operate and maintain any User Licenses associated with the Facility itself or hire a firm to
manage the Facility.
B. Accept possession of any or all Facilities, whereupon CCUSA or its assigns shall have no
further obligation to maintain; relocate or remove such Facilities and CCUSA shall terminate any existing
User Licenses to the extent CCUSA has the right to do so under the applicable User Licenses.
38. Force Majeure. The time of performance of any duty or obligation of the City or CCUSA
hereunder shall be extended for the period during which performance was delayed or impeded by reason
of riots, insurrections, war, fire, casualty, earthquake, acts of God, governmental action or other reasons
of a like nature not the fault or, in the case of governmental action, not reasonably within the control, of
the party performing such duty or obligation.
39. No Joint Venture. No joint venture or partnership is intended by this Agreement, nor
shall CCUSA be deemed to be an agent of the City.
40. Legal Proceedings. Each party shall promptly notify the other party of any legal
proceedings of which it becomes aware relating to the Sites.
41. Financing Provisions.
City owned Real or Personal Property shall not be encumbered, leined or pledged by virtue of this
Agreement.
42. Appendices. All Appendices attached hereto, are incorporated herein by this reference.
43. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State of
Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by
motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover,
the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive
any objections to said jurisdiction.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
(B1011496.1}
22
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless
made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement
be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable
under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or
phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not
modifiable, then the same shall be deemed severable, and in either event, the remaining terms and
provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use.
E. CCUSA shall comply with all applicable permit requirements and any other
governmental approvals, laws, codes, rules and regulations in the performance of this Agreement,
including but not limited to licensure and certifications required by law for professional service or
technical providers.
F. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto. Except as set otherwise provided by the
City of Miami Purchasing Ordinance (Chapter 18, Article Ill, City of Miami City Code) or by the
City Commission Resolution approving this Agreement, the City Manager shall have the sole authority
to extend, to amend or to modify this Agreement on behalf of the City.
G. Each party's logos, or trademarks, may not be used without the other party's prior
written consent,
H. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts
of interest, CCUSA hereby certifies to City that no individual member of Provider, no employee, and
no subcontractor under this Agreement or any immediate family member of any of the same is also a
{B1011496.1}
23
member of any board, commission, or agency of the City. Provider hereby represents and warrants to
the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will
abide by this prohibition of the City Code.
I. NO THIRD -PARTY BENEFICIARY:
No persons other than the Provider and the City (and their successors and assigns) shall have
any rights whatsoever under this Agreement.
J. SURVIVAL:
All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier
termination of this Agreement shall survive such expiration or earlier termination.
K. CCUSA represents to the City that: (i) it possesses all qualifications, licenses and expertise
required for the performance of the Services and the Solution, including but not limited to full
qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City,
including payment of permits, fees including, without limitation, franchise fees, occupational licenses,
etc., nor in the performance of any obligations to the City; (iii) personnel assigned to perform the
Services are and shall be, at all times during the term hereof, fully qualified and trained to perform
the tasks assigned to each; (iv) the Services for the Solution will be performed in the manner, at such
times, and for the budgeted amounts (if applicable)" and (v) each person executing this Agreement on
behalf of CCUSA has been duly authorized to so execute the same and fully bind Provider as a party to
this Agreement.
[SIGNATURES ON NEXT PAGE]
{B1011496.1}
24
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the above date by the parties hereto.
Crown Castle USA Inc.
By:
Name: James D. Young
Title: Chief Operating Officer/President USTO
President or other Authorized Corporate Officer
(Attach Corporate Resolution)
Federal Identification No.
City
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd Hannon, City Clerk Johnny Martinez., City Manager
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
01533\City of Miami Site Manager Agree.doc
Calvin Ellis, Director
Department of Risk Management
{B1011496.1}
25
Exhibit A
Form of User Agreement
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is entered into as of this day of
, 20, by and between [ENTER APPROPRIATE CROWN CASTLE ENTITY]., a Delaware
Corporation ("Licensor"), on behalf of itself and as agent for the City (as defined below), and
("Licensee"), in consideration of mutual covenants contained herein.
WITNES SETH
WHEREAS, [ENTER APPROPRIATE CROWN CASTLE ENTITY]. has entered into a Master Service
Agreement with the City of Miami, acting on their own behalf and on behalf of other City agencies (hereinafter
referred to as the "City") to provide Site Management Services Relating to the Marketing, Design, Construction, and
Maintenance/Operation of Telecommunications Sites within the city of Miami; and
WHEREAS, the City has existing facilities and rights -of -way available for the installation/construction of
telecommunication Sites, including telecommunications towers and has leased or licensed space to Licensor a copy
of said agreement is attached hereto as Exhibit C; and
WHEREAS, [ENTER APPROPRIATE CROWN CASTLE ENTITY]. acting through its service agreement
with the City desires to license the use of space and facilities at the Site to
("Licensee"), who will use the Site for telecommunication transmission and receiving purposes for the term of this
License; and
WHEREAS, the City has determined that this license is in the best interests of the City; and
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained, the
sufficiency of which the parties acknowledge, [ENTER APPROPRIATE CROWN CASTLE ENTITY]. desires to
license the use of space and facilities at the Site to ("Licensee"), hereby agree
as follows:
1. License to Use. Subject to the terms and provisions of this Agreement, Licensor grants unto
Licensee a nonexclusive license (the "License") to use the applicable portions of the tower and building designated
by Licensor ("Antenna Site") which are located on the land described as the Tower Site,
County, , more particularly
described in Exhibit "A" attached hereto for the installation, operation and maintenance, at Licensee's sole -expense,
of Licensee's communications equipment, including base stations, antenna(s), poles, dishes or masts, cabling or
wiring and accessories used therewith, which are described in Exhibit "B" and which are approved by Licensor
("Site Equipment"). .
2. Term. The term (the "Term") of this Agreement shall commence on , 20
(the "Commencement Date"), and shall continue for ten (10) years. Upon expiration of the initial Term, this
Agreement may be renew for four five (5) year periods, not exceeding a total term of thirty years. . Said renewal
shall become effective unless either party shall give the other party written notice of its intent not to renew at least
one hundred eighty (180) days prior to the expiration of the initial Term and at least ninety (90) days prior to the
expiration of each renewal term.
3. Payments. Licensee shall pay Licensor or its specified agent, without demand, offset or
counterclaim on the Commencement Date and on the first of each calendar month thereafter during the first year of
the Term a monthly fee (the "Monthly Licensee Fee") in the amount of $ with respect to
Licensee's Site Equipment. Licensee agrees to pay Licensor at
{B1011496.1}
26
The Monthly License Fee shall thereafter increase by three percent (3%) on each and every anniversary date during
the initial Term (and the renewal term) of this Agreement. In the event Licensee shall hereafter desire to add
additional equipment to its Site Equipment which is the subject of this Agreement, and Licensor consents to such
addition, the Monthly License Fee shall be increased by an appropriate amount determined by Licensor to reflect
such additional equipment. In addition to the Monthly License Fee, Licensee shall pay Licensor or the appropriate
taxing authority, if and when due, any sales, use, ad valorem or other taxes or assessments which are assessed or due
by reason of this Agreement or Licensee's use of the Antenna Site hereunder. (Licensee acknowledges that Licensor
is required by law to render its interest in the land and tower for the assessment of ad valorem taxes.)
4. Technical Standards. Licensee agrees that the installation, operation and maintenance of its Site
Equipment shall at all times, and at Licensee's expense, comply with such technical standards as may from time to
time be established by Licensor for the Antenna Site (the "Technical Standards"). The current Technical Standards
in effect have been delivered to Licensee and are made a part of this Agreement by reference for all purposes.
5. Interference. The installation andoperation of Licensee's Site Equipment shall not interfere
electrically, or in any other manner whatsoever, with Licensor (including its lighting system) or with any other party
presently operating and maintaining radio .communications systems and equipment at the tower. Licensee shall
upon request (verbal or otherwise) immediately suspend its operations and do whatever Licensor deems necessary to
eliminate or remedy any such interference, and if Licensee fails to do so Licensor may at its option immediately and
without notice remove any and all of the Licensee's Site Equipment or eliminate or remedy such interference, all at
Licensee's cost and expense, or terminate this Agreement and disconnect Licensee's Site Equipment. Thereafter,
Licensor shall have all rights given to it in Paragraph 17 below.
6. Electrical Facilities. In the event Licensee requires an electric supply different from the power
currently provided, Licensee shall pay (i) for the cost of installing such power supply facilities and any separate
meters required .by Licensor, and (ii) the sums charged to Licensor by the applicable utility for such service as
reflected by any such meter. In addition, Licensee shall pay or reimburse, promptly upon demand, the utility charges
(estimated if necessary) incurred in the event and to the extent Licensee's Site Equipment (singly) consumes more
than 1.0 kilowatts per hour at rated capacity or requires a voltage other than 120 volts single phase. Temporary
interruption in the power provided by such facilities shall not render Licensor liable in any respect for damages to
either person or property nor relieve Licensee from fulfillment of any covenant or agreement hereof.
Notwithstanding the foregoing, Licensor shall at all times be able to shut down the electrical service to the Antenna
Site and Licensee's Site equipment in connection with any maintenance operation conducted for the tower or
building. Licensor agrees to make a reasonable effort to schedule any such shutdown outside the normal business
day, and to cooperate with Licensee in obtaining temporary alternate power during scheduled maintenance
operations, but shall have no obligation hereunder to provide alternate power from emergency power sources. In
connection therewith, Licensor agrees to give Licensee reasonable prior notice, except in emergency situations,
which notice may be verbal.
7. Compliance with Laws. The access to, and installation, maintenance and operation of, Licensee's
Site Equipment must at all times be in strict compliance with the Technical Standards, all applicable federal, City
and local laws, ordinances, and regulations (including without limitation the FCC, Federal Aviation Administration,
city zoning, building and fire codes) and any reasonable rules and regulations of the tower and building which may
be adopted by Licensor from time to time.
8. Maintenance. Licensee shall keep its Site Equipment and the areas immediately surrounding same
neat and clean. Licensee shall clearly mark for identification its Site Equipment in the tower shelter by name,
address, phone number and frequency. Licensee shall conduct its business and control its agents, employees, invitees
and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other Licensee or
Licensor in its operation of the tower and building. Licensor shall have no obligation to maintain or safeguard the
Site Equipment.
9. Inspection. Licensee shall permit Licensor and its agents or representatives at all hours to have
access to Licensee's Site Equipment to (a) inspect Licensee's Site Equipment, (b) make technical measurements or
tests related to the. Site Equipment, provided that no hard electrical connections are made to Licensee's Site
Equipment when Licensee or its representative is not present, (c) perform any obligations of Licensee hereunder
{B1011496.1}
27
which Licensee has failed to perform, and (d) assure Licensee's compliance with the terms and provisions of this
License and all applicable laws, ordinances, rules and regulations.
10. Licensor's Review of Plans and Approval of Contractor. Prior to installing or allowing any Site
Equipment to be installed in or on the Antenna Site, Licensee shall submit to Licensor the names of contractors and
detailed plans and specifications of the planned installation for Licensor's approval, which approval shall not be
unreasonably withheld. Approval of plans shall not be deemed a representation that they comply with applicable
laws, ordinances or rules and regulations or will not cause interference with other communications operations.
11. Removal of Site Equipment. If Licensee is performing all of its obligations hereunder, Licensee
may remove its Site Equipment at any time prior to the termination of this Agreement provided Licensee repairs any
damage to the tower or building caused thereby. If Licensee does not remove its Site Equipment (to the extent such
is entitled to be removed) on or prior to the expiration or termination of this Agreement the Site Equipment shall be
conclusively deemed to be abandoned (after Licensor has given. Licensee ten (10) days written notice of such
expiration or termination) and shall become Licensor's property and Licensor may remove and/or dispose of such
Site Equipment as Licensor sees fit, all at Licensee's cost and expense.
12. Assignment and Sublicensing. Licensee may not assign this Agreement or sublicense to or share
its Site Equipment with third parties, without the prior written consent of Licensor. In the event Licensor consents to
any assignment by Licensee, Licensee shall not be released or relieved of its obligations hereunder. Licenser shall
have the right to freely transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the
land, tower and building and no further liability or obligation shall thereafter accrue against Licensor hereunder.
13. Condemnation. If all or any portion of the Antenna Site shall be taken or condemned for any
public purpose to such an extent as to make Licensee unable to utilize its Site Equipment, this Agreement shall
terminate at the option of either party. All proceeds from any taking or condemnation of the Antenna Site shall
belong to and be paid to Licensor.
14. Damage or Destruction from Certain Causes. Licensor or its agents shall not be liable or
responsible to Licensee for any loss or damage to any property or person occasioned by theft, fire, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order, requisition or other order of governmental body or
authority, or for any damage or inconvenience which may arise through maintenance, repair or alteration of any part
of the tower or building, or failure to make any such repairs. If the Antenna Site through no fault or neglect of
Licensee, its agents, employees, invitees or visitors, shall be partially destroyed by fire or other casualty so as to
render the Antenna Site unusable, the Monthly License Fee provided for herein shall abate thereafter until such time
as the Antenna Site is made usable as determined by Licensor. In the event of total destruction of the tower and/or
building without fault or neglect of Licensee, its agents, employees, invitees or visitors, Licensor may construct a
new tower and/or building similar to the one destroyed within 180 days from the date of destruction, and if Licensor
fails to do so within such time period, Licensee may, at its option, terminate this Agreement of the date of such
destruction. If Licensee does not terminate this Agreement, Licensee's sole remedy shall be abatement of the rent for
the period during which its use of the tower and/or building is interrupted. Nothing herein shall be construed to
require Licensor to rebuild the tower and/or building, but if Licensor decides not to rebuild, this Agreement shall
terminate as of the date of such destruction.
15. Licensee's Liability Insurance. Licensee shall either provide a •Cityment of self-insurance
acceptable to Licensor, or shall at its expense maintain a policy or policies of comprehensive general liability and
workers compensation insurance with the premiums thereon fully paid in advance, issued by and binding upon a
solvent insurance company acceptable to Licensor, such insurance to afford minimum protection of (1) $1,000,000
per injury including death to any person and for all injuries sustained by more than one person in any one accident;
(ii) $500,000 for damage as a result of any one Accident; (iii) $1,000,000 for contractual liability; and (iv) statutory
limits for worker's compensation. Licensee agrees that each such Policy (1) shall name Licensor and its
mortgagee(s) as additional insured, (2) shall contain a provision that it may not be cancelled or amended without
fifteen (15) days prior written notice to Licensor, and (3) contain a waiver of subrogation against Licensor. License
will also be furnished with a renewal Certificate prior to the policy's expiration.
{B1011496.11
28
16. Indemnification. Neither the City nor Licensor or its agents, servants, employees and contractors
shall be liable to Licensee, or to Licensee's agents, servants, employees, customers or invitees for any damage to
person or property caused by any act, omission or neglect of City or Licensee, its agents, servants, employees or
contractors. Licensee agrees to indemnify, defend and hold the City , its officials, employees and Licensor, its
agents, servants, employees and subcontractors, harmless from all expenses, liability and claims, including by third
parties, for any damage to person or property caused by an act, omission or neglect of Licensee, its agents, servants,
employees and contractors. LICENSEE AGREES TO USE THE LAND, TOWER AND BUILDING, AND PLACE
ITS SITE EQUIPMENT, AT ITS OWN RISK AND HEREBY RELEASES THE CITY, LICENSOR, ITS
SHAREHOLDERS, DIRECTORS, OFFICERS AND AGENTS FROM ALL CLAIMS FOR ANY DAMAGE OR
INJURY TO THE FULL EXTENT PERMITTED BY LAW.
17. Default and Remedies. Each of the following acts or omissions of Licensee or occurrences shall
constitute an `Event of Default":
(a) Failure orrefusal by Licensee to timely pay the Monthly License Fee or any other sum
when due hereunder;
(b) Failure or refusal by Licensee to timely perform or observe any non -monetary covenant,
duty or obligation of Licensee under this Agreement, which failure or refusal continues for a period of twenty (20)
days following written notice to Licensee;
(c) The commencement by Licensee of a voluntary case under the federal bankruptcy laws;
the entry of a decree or order for relief in an involuntary case under the federal bankruptcy laws; the appointing of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Licensee's obligations hereunder
or for any substantial part of Licensee's property; the winding -up or liquidation of Licensee's affairs; or the making
of any assignment for the benefit of creditors by Licensee.
Whenever any Event or Default -shall occur, Licensor may, at its option, do any one or more of the
following: (i) terminate this Agreement; (ii) enter upon and take possession and/or remove the Site Equipment, at
Licensee's cost; (iii) alter locks and other security devices at the tower and building; (iv) terminate electrical power
supplied to the Site Equipment; and/or (v) pursue any other remedy available hereunder, or at law or in equity,
without limitation, a suit to recover Licensor's damages.
18. Mormage Provisions. Licensor reserves the right to assign, transfer, mortgage or otherwise
encumber its interest in the land, tower and building and/or its interest in this Agreement. Licensee agrees upon
demand to execute and deliver to Licensor such further instruments subordinating this Agreement in connection with
any debt of Licensor as may be required by Licensor or its lender(s). Licensee further agrees to execute and deliver
to any lender of Licensor an estoppel certificate containing such information as may be reasonably requested by
such lender. Notwithstanding the foregoing no personal or real property interest of the City of Miami may
mortgaged, liened or encumbered.
19. Limitation of Licensor's Liability. Licensee specifically agrees to look solely to Licensor's interest
in the land, tower and building for the recovery of any judgment from Licensor or any successor of its interest, it
being agreed that Licensor or any successor shall never be personally liable for any such judgment.
20. Notices. All notices required or permitted to be given hereunder shall be given in writing either by
facsimile transmission, overnight delivery, messenger service, or registered or certified mail. Notice sent by
registered or certified mail shall be effective from and after the expiration of three (3) days after such deposit or as
of earlier actual receipt. Notice given in any other manner shall be effective only if and when received by the party
to be notified. For the purposes of notice, the addresses of the parties shall, until changed as provided below, be as
indicated at the end of this Agreement. Each party hereto shall have the right from time to time to change its address
by not less than then (10) days prior written notice to the other party.
21. Non -Waiver. Failure of Licensor to insist on strict performance of any of the conditions,
covenants, terms or provisions of this Agreement or to exercise any of it rights hereunder shall not waive such
(B1011496.1)
29
rights, but Licensor shall have the right to enforce such rights at any time and take such action as might be lawful or
authorized hereunder, either in law or in equity. The receipt of any sum paid by Licensee to Licensor after a breach
of this Agreement shall not be deemed a waiver of such breach unless expressly set forth in writing.
22. Governing Law; Location of Performance. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STALE OF FLORIDA. All monetary
obligations of Licensor and Licensee (including, without limitation, any monetary obligation of Licensor or
Licensee for damages for any breach of the respective covenants, duties or obligations of Licensor or Licensee
hereunder) are performable exclusively in Miami, Miami -Dade, Florida.
23. Miscellaneous. This Agreement shall be binding on and inure to the benefit of the respective heirs,
personal representatives, successors and assigns of the parties. This Agreement may not be altered, changed, or
amended except by an instrument in writing signed by both parties.
{B1011496.1)
30
The parties have executed this Agreement effective the date set out above.
1LICENSOR:
[ENTER APPROPRIAI' . CROWN CASTLE ENTITY].
By:
Name:
Title:
LICENSEE:
By:
Name:
Title:
1 The City of Miami is not a party to this Agreement and is not in privity of contract with the Licensee. The City is
not supervising , directing or determining Licensor's actions or ommssions under this Agreement and the Licensee
covenats not to sue the City and releases the City from any actions or ommssions of Licensor under this License
Agrement.
(B1011496.1 )
31
EXHIBIT A (User Agreement)
LEGAL DESCRIPTION OF SITE
{B1011496.1}
32
EXHIBIT B (User Agreement)
APPROVED SITE ENGINEERING APPLICATION
{B1011496.1)
33
EXHIBIT C (User Agreement)
COPY OF LEASE OR LICENSE FROM CITY TO CROWN
(B 1011496.1)
34
Exhibit B
List of Existing Sites
(To be completed within 90 days of execution of Service Agreement)
{B1011496.1)
Exhibit D
New Sites
The City and CCUSA will agree on the properties to be covered by the Agreement which will be attached hereto and
made a part hereof.
(B1011496.0
RFP No. 275283 Attachment A - revised
CITY OF MIAMI PROPERTY MANAGEMENT
UPDATED 4/18/2011
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACMES
LOT SQ.FT
♦ BLDGS.
BLDG SQ. F1'.
MIAMI 21 ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
00.01J1-O70-2031
501 NW 8 ST
MIAMI, FL 33136-
3227
CULMER PARK
0.21N
8,883
(I
0
T5-R
N/A
5
01-0101.040_11190
362NW 1107 -
MIAMI, FL33136-
2510
VACANT LAND
0.109
4,769
0
tl
T6-8-L
N/A
5
01-0102-070.1190
NW 95lreet between 3rd & 4th Avenue
MIAMI, FL 33136
CLUC 90
0
0
Folio net Sound in
CIS system
N/A
5
1114(003.040.0U3U
710 NW 9 Sr
MIAMI, FL 33136
CLUC 90
04818
328
0
0
T6 8.0
N/ A
5
01-0104-0701050
NW 7 STREET BETWEEN 4 AVENUE&
3RD STREET
MIAMI, FL 33136
CLUC90
(1
0
Folio not found in
GIS system
N/A
5
01-0107-050-1090
F/A/U01-0107-050-
1091
400 NW 2 AVENUE
MIAMI, FL 33128-
1706
POLICE CENTRAL
STATION DUST
BOWL/ /College of
Policing/ /Charter
School
Cl
N/A
5
01-0107-090-1050
144 NE5ST
MIAMI, FL33132-
1909
FI RE STATION tl1
0.643
28,000
I
22,114
Cl
N/A
2
0141112-030-1040
46WFLACLER ST
MIAMI, FL331314
1819
F/K/A PAULS.
WALKER MINI
PARK
O.lH6
4,7W
0
0
76-00-0
2
0141115-00U-1590
64 564 ST
MIAMI, FL33131-
2109
FORT DALLAS
PARK
(1.268
11G64
.0
n
00
N/A
2
01-02024130-1010
342SW7AVE
Miami, FL33130
)ORGEMAS
CANOSA PARK
(F/K/A RIVERSIDE
PARK)
3.944
150,000
1
0
CS
N/A
3
1114)250-050-1010
140 SW 115r
MIAMI, FL33130
SOUTH SIDE PARK
1.5511
67,500
_
2,127
CS
N/A
3
01-3112-000-0030
8024, 6034 NE 2 AVE
Miami, FL33138
LITTLE RIVER
COMMERCE PARK
0.199
8,662
2
225
CS
N/A
5
01-3172-0081430
165 NE 82 TERR
MIAMI, FL33138-
3761
PARKING LOTY4
TEMPORARY FIRE
STATION
0.474
220,630
(1
0
T6-8-0
N/A
5
01-3113-006-0061
125 1'OE68TERR
MIAMI, FL 33138-
5445
CLUC90
0.012
510
0
0
45-4.
N/A
5
07-3113-027.0010
SS NW 6207
MIAMI, FL33150-
4327
RANGE PARK a/a
Alhalie Runge Perk
11.850
516,186
4
11,380
CI
Somaporlimss of the
property include o
Revocable license
Agreement,
therefore some area,
of the elle on, not
available.
5
0141134(56+1960
6230 NE1 AVE
MIAMI, FL33138.
5802
FIRE STATION B9
0.275
12,110U
U
(1
CI
N/A
5
01-3113-056-0470
91 NE 62 ST
MIAMI, FL 33138-
5841
FIRE STATION 89
0.207
9,000
0
0
CI
N/A
5
Page 1
RFP No. 275283
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOF SQ.FF
4 BLOCS.
BLDG. SQ. Fr.
MIAMI 21 ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
01-3113-056-0180
65 NE 62 Si
MIAMI, FL33138-
5841
FIRE STATION pY
0.119
5,200
0
0
Cl/T5-R
N/A
5
01,111.3-056-0510
55 NE62 ST
MIAMI, FL33138-
5841
FIRE STATION 09
0.295
13,000
0
0
CI
N/A
5
01-3113-1156a1520
69 NE62 ST
MIAMI, FL33138-
5841
FIRE STATION 449
0.119
5,2181
1
11,557
Cl/TS-R
N/A
5
01-3113-0119-0010
27 NE585T
MIAMI, FL33137-
2019
LEMON CITY PARK
2.620
114,127
1
3,130
CS
N/A
5
01-3114-111441010
90U NW62 SF
MIAMI, FL331511
BELAFONTE
TACOLCY CENTER
0.738
32,148
1
6,525
CS
N/A
5
01-3114-0144Mb0
6151 NW10 AVE
MIAMI, FL33127
BELAFONTE
TACOLCY CENTER
0.099
4,312
11
0
C$
N/A
5
01-3114-014-0051
951 NW 61 ST
MIAMI, FL33127
BELAFONTE
TACOLCY CENTER
0.099
4,312
0
0
CS
N/A
5
I11-3114-014-0060
941 NW 15T
MIAMI, FL33127
BELAFONTE
TACOLCY CENTER
0.172
7,475
0
0
CS
N/A
5
01-31141114-0070
915 NW 61 ST
MIAMI, FL 33127
BELAFONTE
TACOLCY CENTER
0.2117
9,026
0
0
CS
N/A
5
01-3114-015-0370
1620 NW71ST
MIAMI, FL33147-
7031
CLUC90
0.063
2,730
0
0
T3-O
N/A
5
01-3114-015-0590
1510 NW70 ST
MIAMI, FL33147
CLUC90
0.063
2,730
0
0
T3-0
N/A
5
01-3114-11151M90
6981 NW15 AVE
MIAMI, FL33147-
7006
CLUC90
0.071
3,107
0
0
T4-0
N/A
5
01-3114-022-0020
800 NW 62ST
MIAMI, FL33150
BELAFONTE
TACOLCY CENTER
0.169
7,3411
0
0
CS
N/A
5
01-3114-022-0040
6100 NW 8 AVE
MIAMI, FL33127
BELAFONTE
TACOLCY CENTER
0.199
8,659
1
1,470
CS
N/A
5
01-3114-022-0050
821 NW615T
MIAMI, FL33127
BELAFONTE
TACOLCY CENTER
0.146
6,360
0
0
C5
N/A
5
01-31144/35-1710
1466 NW62 Si
MIAMI, FL33147-
7920
AFRICAN SQUARE
PARK
0.170
7,425
1
3,068
T5-0
N/A
5
01-3114-035-1800
1428 NW82 ST
MIAMI, FL33147-
7920
AFRICAN SQUARE
PARK
1.019
44,407
l
2,968
C5
N/A
5
01-3123-0164/020
1331)NW50 ST
MIAMI, FL33142-
4102
FIRE STATION
012/CHARLES
HADLEY PARK
(F/K/A MANOR
PARK)
29.700
1,293,732
0
42,098
C5
N/A
5
01-3123-037-1721
1240 NW39 ST
MIAMI, FL33142-
4894
CLUC90
0.059
2,550
0
0
T3-0
N/A
5
01-3123-0374790
3790 NW12 AVE
MIAMI, FL33127-
3009
CLUC90
0.051
2,201)
II
0
T3-0
N/A
5
01-3123-046-40)10
3700 NW 7 AVE& 701 NW 365T
MIAMI, FL 33127
FIRE STATION
86/OLD FIRE
COLLEGE
1.280
55,757
0
0
CI
N/A
5
Page 2
Attachment A - revised
RFP No. 275283
Attachment A - revised
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOTSQ.FT
0 BLDGS.
BLDG. SQ. FT.
MIAMI 21 ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
01-3123-0(6-0020
3600NW7AVE& 765 NW36 ST
MIAMI, FL33(27
MOORE PARK
15.420
671,695
12
33,984
C5
N/A
5
01-3124-000-0350
4635 NW AVE
MIAMI, FL33127-
2445
NORTH BAY VISTA
RECREATIONAL
PARK 1/140
0.5(6)
21,780
0
0
CS
N/A
5
01-3124-0034210
560 NW 43 ST
MIAMI, FL 33127-
2649
CLUC 90
QOIIH
349
0
0
T3-L
N/A
5
01-31244(13 _920
248 NW 535T
MIAMI, FL 33127-
1944
BUENA VISTA
PARK
WOO
-
0
(1
CS
N/A
5
01-3124-013-2930
232 NW 53ST
MIAMI, FL. 33127-
1944
BUENA VISTA
PARK
1.226
53,479
0
0
CS
N/A
5
01-3124-U144(230
24 NW 49 ST
MIAMI, FL 33127-
2107
PULLMAN PARK
0.127
5,55))
0
0
CS
N/A
5
01-3124-014-0240
30 NW49ST
MIAMI, FL33127-
2107
PULLMAN PARK
0.127
5,550
0
0
C5
N/A
5
01-3124014-0250
40 NW495T
MIAML FL 33127.
2107
PULLMAN PARK
11.127
5,550
(I
11
CS
N/A
5
01-3125-0054410
21 NE28 ST
MIAMI, FL33137-
4410
CLUC90
0.019
825
0
0
D2
N/A
2
01-3125-019-0670
3445 NW2_AVE
MIAMI, FL33125-
4934
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/A
2
01- 125-019-08(0
183 NW 34 TERR
MIAMI, FL 33127-
3553 -
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
((.115
5,00U
0
0
CS
N/A
2
01-3125-0194)090
175 NW34TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,101)
. 0
11
CS
N/A
2
O1-3125.019.0900
169 NW 34 TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
11.115
5 (9IU
11
11
C$
N/6
_
Page 3
RFP No. 275283
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOTSQ.FF
C BLDGS.
BLDG. 5Q. FF.
MIAMI2I ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIS'F.
01-3125-019-0910
161 NW34TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/A
01-3125-019-0920
153 NW 34 TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/ A
2
01-3125-019-0930
147 NW34 TERR
MIAMI, FL33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
C5
N/A
2
01-3125-019-0940
137 NW 34 TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/A
2
01-125-019-0950
129 NW 34TERR
MIAMI, FL33127-ROBERTO
3553
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/A
2
01-3125-019-0960
123 NW34 TERR
MIAMI, FL 33127-
3553
ROBERTO
CLEMENFE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,000
0
0
CS
N/A
2
01-3125-019-0970
121 NW 34TERR
MIAMI, FL33127-ROBERTO
3553
CLEMENTE PARK
EXPANSION AKA
WYNDWOOD
PARK
0.115
5,1100
0
0
CS
N/A
2
013125019-1470
101 NW 34 ST
MIAMI, FL 33127-
3553
ROBERTO
CLEMENTE PARK
AKA WYNDWOOD
PARK
3.178
138,431
2
3,765
CS
N/A
2
Page 4
Attachment A - revised
RFP No. 275283
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOT SQ.FF
8 BLDGS.
BLDG. SQ. FT.
MIAMl21 ZONING
CLASSIFICATION
RESTRICTIONS
COMM 1315T.
01-3126415L
IOW NW IONW 20 ST
MIAMI, FL 33127
STORAGE
FACILITY FOR
PUBLIC
WORKS/PARKS
0.328
14,300
I
2,300
01
N/A
1
01-3127-0011.0390
1855 NW24 ST
MIAMI, PL33142-
7534
CLUCSJ
0.048
2,100
0
0
T4-R/T3-0
N/A
1
01-3127-015.0260
2301 NW 23 ST
MIAMI, FL 33142-
7247
DAVID HERRING
TRAINING
CENTER
0.438
19,089
1
6,075
T4-0
N/A
1
01-3131-007-0120
5151 NW7ST
MIAMI, FL33126-
3313
ANTONIO MACEO
PARK
1.747
76,101
1
0
CS
N/A
1
01-3131-010-0030
5135 NW7ST
MIAMI, FL33126-
3313
ANTONIOMACEO
PARK
1.923
83,750
1
4114
CS
N/A
1
01-3132-000-19580
1550 NW 37 AVE
MIAMI, FL33125
CRAPELAND
PARK
0000
1
CS
Sumo portions of the
properly include a
Revocable Permit,
therefore some areas
of the site are 11u1
available.
1
01-3132-013,0470
760 NW 41 AVE
MIAMI, FL33126-
3313
FIRE STATION 010
0.103
7,980
.0
0
CI
N/A
1
01-31324113-048U
750 NW 41 AVE
MIAMI, FL3326
FIRE STATION tl10
0.183
7,9811
1
1,143
CI
N/A
1
01-3132-013.0490
4101 NW7ST
MIAMI, FL33126-
5517
FIRE STATION810
0.415
18,064
1
6,751
Cl
N/A
1
01-31334128-04.30
NO PROPERTY ADDRESS/ADJACENT
TO SR 836D(PY 01 NW 32ND PL
MIAMI, FL33126-
5517
CLUC90
0.(50)
3,498
0
0
T3-0
N/A
1
01-31344100-0330
1901 NW24 AVE
MIAMI, FL3315-
1211
CURTIS PARK
SPORTS
COMPLEX/POOL
24.830
1,1181,595
9
11,519
CS
500lo portions of the
property indudoa
Revanble PerrNL
therefore some areas
of the site aro not
available.
1
01-3134-013-11290
1796 NW 18 TERR
MIAMI, FL 3313
VACANT LAND
0.160
6.981
0
5
T3-0
N/A
1
01-3134-019.0091
2474 NW145f
MIAMI, FL33125-
2106
CLUC90
0.002
90
0
0
T5-L
N/A
1
01-3134-028-0180
1728 NW 22 PL
MIAMI, FL33125
CURTIS PARK
0.164
7,150
0
0
C5
N/A
1
01.31344(28-0200
1710 NW22 PL
MIAMI, FL3315
CURTIS PARK
1.145
49,870
1
8,882
CS
N/A
1
01-31.34-044-020U
2014 NW 13 ST
MIAMI, F1.33125-
2514
DURHAM PARK
0.057
2,500
1
0
T1R
N/A
1
01-3134-045-1030
1815 NW SOUTH RIVER DR
MIAMI, FL 33125
EO. SEWELL PARK
8.6110
374,616
(1
0
CS
N/A
1
01-3134-045-1090
NO PROPERTY ADDRESS
MIAMI, FL
PARK 46'AF-23
((.014
600
0
0
T3-R
N/A
3
01.3134-045-1130
NO PROPERTY ADDRESS
MIAMI, FL
LAWRENCE PARK
0.000
-
0
0
(olio not found in
GIS system
N/A
1
(I1-3134-052-0010
1825 NW SOUTH RIVER DR
MIAMI, FL3315
EC. SEWELL PARK
2149
93,600
0
0
CS
N/A
1
01-3134-088-0010
2201 NW 1151'
MIAMI, FL33125
FERN ISLE SOUTH
FORK PARK
8.4115
366,121
1
608
C5
N/A
1
Page 5
Attachment A - revised
RFP No. 275283
Attachment A -revised
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOTSQ.IT
0ELOGS.
BLDG. SQ. FT.
MIAMI2I ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
01-3134-103-0MO
1935 NW 21 AVE
MIAMI, FL33142
ALLAPAfTAH
MINI PARK (PARK
NO. 616)
0.394
17,159
0
0
CS
N/A
1
01-3135-000-0161
1340 NW 14 ST
MIAMI, FL33125-
1609
ADJACENT TO THE
WINN DIXIE SITE
1.221
53,172
0
0
T68.0
Miami Dade Water
and Sewer Euemenl
restriction
5
01-3735-000-0163
1970 NW 33 AYE& 1390 NW 20 ST
MIAMI, FL 33)25
VEHICLEA HEAVY
EQUIPMENT
SERVICE
CENTER/GSA
9.465
413,160
1
1
CI-1-ID
Right -of -Way
Easement
1
10-3135400-0166
1161 NW11ST
MIAMI, FL33136-WINN
2201
DIXIE LEFT
OVER SITE
7.883
343,3t13
0
0
T48-0/CI-HD
N/A
1
01-3135-001-0010
1950 NW 12 AVE & 1200-1290 NW 20
Sr
MIAMI, FL 33136-
1009
FIRE STATION 65
/DEMOLISHED
INCINERATOR
III/SOLID WASTE
9.270
403,881
1
1
CI -HD
N/A
1
01-31350024010
1975 NW12 AVE
MIAMI, FL33136.
1008
PROPERTY
MAINTENANCE
SHOP
3.250
141,567
1
51,827
C(
N/A
1
01-31354116-1360
631 NW 15 AVE
MIAMI, FL33125-
3628
GROVE MINI PARK
0.I60
-
0
tl
T3-R
N/A
3
01-3135-019-3620
NW8AVE 6413ST -
MIAMI, FL33139
HIGHLAND PARK
0.277
12,075
0
0
CS
N/A
5
01-3135-027-13.30
601 NW7ST RD
MIAMI, FL 33136
SPRING GARDENS
POINT PARK
1.136
49,473
0
0
CS
N/A
5
U1-3135-1(27-1340
613 NW7ST RD
MIAMI, FL 33136
SPRING GARDENS
SEYBOLD CANAL
HOUSE
(1.199
8,680
1
1,710
T3-R
N/A
5
01-3135-068.030
801 NW 15ST
MIAMI, FL 33136
PINE HEIGHTS
PARK
0.340
14,810
0
II
CI -HD
N/A
1
07-3136-004020
150 NE195r
MIAMI, FL 33132-
1011
BISCAYNE PARK
8.3611
364,162
1
2,1170
CI
2
01-3136-009-0750
1338 NW2AVE
MIAMI, FL33136-
2604
CLUC90
0.0I01
0
(I
(I
T6-0-L
N/A
5
01-3136018-010
1799 NW1 AVE
MIAMI, FL 33136
DORSEY PARK
0.410
17,860
4
9,350
CS
N/A
2
01-31364/374070
380 NW 14 STREET -
MIAMI, FL33125
THEODORE
GIBSON PARK -
(1.115
5,I101
1
3,751
CS
N/A
5
01-3136-037-0030
380 NW 14 STREET
MIAMI, FL33125
THEODORE
GIBSON PARK
0.124
5,400
2
7,641
CS
N/A
5
01-31364(37-0040
380 NW 14 STREET
MIAMI, FL33125
THEODORE
GIBSON PARK
0.239
111,400
0
0
CS
N/A'
5
01-3136-037-0060
380 NW 14 STREET
MIAMI, FL33125
THEODORE
GIBSON PARK '
0.478
20,803
1
20,967
CS
N/A
5
01-1364117-0070
380 NW14STREET
MIAMI, FL33125
THEODORE
GIBSON PARK
0.0iNI
-
(1
0
CS
N/A
5
01-3136-037-0080
380 NW 14 STREET
MIAMI, FL 33125
'THEODORE
GIBSON PARK
0.239
10,400
0
0
CS
N/A
5
Page 6
RFP No. 275283
FOLIO NUMBER
EROFERTY ADDRESS
zit, CODE
COMMON NAME
ACRES
LOT SQ.1,1
8 ULDGS.
BLDG. SQ. El.
M1AM121 ZONING
CLASSIFICATION
1/ESI1UC1loN5
C0SIM D15'1.
01-3116437-0150
380 NW 14 STREET
MIAMI, FL 33125
THEODORE,
GIBSON PARK
0.525
0
0
CS
N/A
5
01-136-037-0181
380 NW 14 STREET
MIAMI, FL33125
THEODORE
GIBSON PARK
0.836
36,400
0
0
CS
N/A
5
01-31364041.18111
NW 1518 Street between 611t and 7111 Ave.
MIAMI, FL33136
CLUC 90
1141
1,778
0
0
Folio nut found in
GIS system
N/A
1
0 -3136-051-0150
1614 NW I CT
MIAMI, FL 33136
CLUC 90
0.069
3,000
0
0
T3-0
N/A
2
01-3136-061-0010
1490 NW 3 AVE
MIAMI, FL33136-
1838
OVERTOWN
SIIOPPING
CENTER
2156
93,900
2
33,455
T6-8-0
5
01-3136.060-0010
1901 N MIAMI AVE
MIAMI, FL 33136-
1313
FIRE STATION 82
1.045
45,520
1
11,767
CI
The property has an
easement
rcsWtliion.
2
U1-3137-02247010
2965E2 AVE
MIAMI, FL33131
JAMES L KNIGHT
CONVENTION
CENTER
0.143
6,229
0
0
T6-60-0
Secured with Bond
Funds
2
01-3137-022-0020
4005E2 AVE
MIAMI, EL33131-
21411
JAMES L KNIGHT
CONVENTION
CENTER
5.780
251,781
0
0
T6-80-0
Secured with Bond
Funds
2
01-3207-000-0680
NO PROPERTY ADDRESS / PART OF
STREET NE 8TH PL
MIAMI, FL 33132
CLUC 90
0.040
1,742
0
0
folio not found in
GIS system
N/A
2
111.4103031-0370
463 NW 23 CT
MIAMI, FL33125-
4421
CLUC 90
01114
600
0
11
T3-0
N/A
3
01-1103-033-3000
151 NW 27 AVE
MIAMI, FL 33125-
5113
FORMER FIRE
STATION 014
0.406
17,700
1
5,392
T6-8-0
N/A
3
01-4103-036-1360
310 SW 22 AVE
MIAMI, FL33135
FIRE STATION 07
11.181
7,887
0
0
CI
N/A
3
01-4103-037-1360
314 BEACON BLVD
MIAMI, FL33135-
1537
FIRE STATION 47
0.515
22,437
1
12,337
CI
N/A
3
01-4703.037-1510
314 BEACON BLVD
MIAMI, FL33135-
1537
FIRE STATION B7
U.IN%1
-
0
0
Folio nut found In
CIS system
N/A
3
111411/34110.2390
2405SW 4ST
MIAMI, FL33135-
2907
FIRE STATION Y7
0.145
6,307
1)
0
Cl/T3-R
N/A
3
01-4109-1106A100
3818 NW 2ST
MIAMI, FL33126-
sno
CLUC90
0.002
100
0
0
T3-R
N/A
4
014105-019-0030
NO PROPERTY ADDRESS / ADJACENT
TO NW 46 AVE (ALLEY)
MIAMI, FL33127
CLUC9U
0.1)30
1,320
0
0
T3-0
N/A
4
01-4106.022.0180
NO PROPERTY ADDRESS / ADJACENT
TO NW 48 PL (ALLEY)
MIAMI, FL33126
CLUC 90
0.044
1,900
0
0
Folio n,s found in
CIS system
N/A
4
014110-034-0030
21115W19 ST
MIAMI, FL33145-
2129
SHENANDOAH
PARK/SNACK
OAR
10.140
441,698
5
15,893
C5
Some portions of the
properly include
Rovou,blo Permit,
therefore some ereus
of the site are not
available.
4
01-6115A084940
2315SW27 ST
MIAMI, FL33133-
2312
CLUC90
0A27
1,171
0
0
TSR
N/A
4
014115.008-3420
239V SW 27 ST
MIAMI, FL33133
CLUC 90
0.009
390
0
It
Wlio not found in
GISsystem
N/A
4
Page 7
Attachment A- revised
RFP No. 275283
FOLIO NUMBER
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOT SQ.FT
tl OLDGS.
BLDG. SQ. FT.
MIAMI 21 ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
01-1115-010-0090
21305 BAYSHORE DR
MIAMI, FL33133-
3221
DAVID T.
KENNEDY PARK
1.810
78,410
0
0
CS
Some portions of the
properly Include a
Concession
Agreement,
therefore some
o of the site are 110t
available.
2
0141154110-0100
21405 BAY5HORE DR
MIAMI, FL 33133-
3221
DAVID T.
KENNEDY PARK
1.440
62,730
II
U
CS
Some portions of the
properly Include a
Cmcession
Agreement,
therefore some area.
of the site ere not
available.
2
01-411541104111U
2170 S BAYSHO0E DR/ 21715
BAYSHORE DR
MIAMI, FL33133-
3221
DAVID T.
KENNEDY PARK
2.273
99,050
0
(1
CS
Sonportions of the
property include
Concession
Agreement,
therefore some aeeee
of the site am not
available.
2
01-1115-010-0120
210050AYSHORE DR
MIAMI, FL33133-
3221
DAVID T.
KENNEDY PARK
2.194
95,580
0
0
CS
Some. pnrtimvnr the
property Include a
Concession
Agreement,
therefore some areas
of the site are not
available.
2
014115-012-3230
19605W 245T
MIAMI, FL33145-
3723
WOLFARTH PARKS
(FORMERLY
KNOWN AS
GOLDEN ARMS
APTS.)
0.180
7,850
0
0
T3-R
N/A
4
01-1115-012-3240
2070(5W24 ST
MIAMI, FL33145
WOLFARTH PARKS
(FORMERLY
KNOWN AS
COLDER ARMS
APTS.)
0.18(1
7,850
0
ll
T3-R
N/A
4
014121-016-0750
2975 OAK AVE
MIAMI, FL33133-
5209
COCONUT GROVE
TENNIS COURT
AKA FIRE
STATION p8
0.904
39,375
1
11,865
CI
N/A
2
t11.4121-03240110
31520AK AVE -
MIAMI, FL33333-
5123
FIRE TRAINING
(OLD
INCINERATOR)
((.663
28,900
0
0
CS
N/A
2
Page 8
Attachment A - revised
RFP No. 275283 Attachment A - revised
FOLIO NUMBER
PROPERTY ADDRESS
Zip CODE
COMMON NAME
ACRES
LOTSQ.FF
8 BLDGS.
BLOC. SQ. Ft
MIAMI2I ZONING
CLASSIFICATION
RESTRICTIONS
COMM DIST.
014121-061-0010
2820 MCFARLAND RD
MIAMI, FL 33133-
6009
PEACOCK PARK
AKA COCONUT
GROVE CHAMBER
OF COMMERCE
0.000
-
3
7,226
CS/3.3.6
Sumo ',Miens of the
properly Include a
revocable Permit,
therefore some areas
of the site are not
available.
2
01-1137-038-0010
4605W2 AVE
MIAMI, FL3313t1
MRC
1.135
49,440
0
0
CI
N/A
5
01413741380120
444 SW AVE
MIAMI, FL33130-
1910
MRC
2092
91,120
2
374,661
CI
5
014138-003.0690
971 NW 2 ST
MIAMI, FL3312N-
135
HENDERSON
PARK
3.574
155,700
0
0
CS
Same partiruss of the
property Include a
Luse, therefore
some as of the site
ara not available.
3
c0-4138.0034200
9W- 9705W1ST
MIAMI, FL33130-
1156
ERNESTO
LECUONA
PARK/MANUEL
ARTIME COMM.
CTR
1.913
B3,.334
1
34,150
Cl/T4-R/T6.12o
3
01-1138-1103-1300
136 SW9 AVE
MIAMI, FL 33130
MANUEL ARTIMB
COMM. CTR
0.095
4,150
0
0
T6-12-0
N/A
3
01-4138-803-1310
146 SW AVE
MIAMI, FL33130
MANUELARTIME
COMM. CTR
0.095
4,150
0
0
T6-12-0
N/A
3
01-1138-048-(1100
1300 SW 12 AVE
MIAMI, FL 33129-
2512
CORAL WAY NET
OFFICE F/K/A
CUBAN MUSEUM
OF ARTS AND
CULTURE F/K/A
FIRE STATION 815
0299
1.3,1117
1
4,231
CI
N/A
3
014138-051-0390
1131SW 2 AVE
MIAMI, FL33130
NEW FIRE
STATION 04
0.275
12,000
2
1,683
CI
N/A
3
0141384151A700
1105SW 2AVE
MIAMI, FL331311-
4011
0.155
6,750
1
10,439
CI
N/A
3
10i138-51-0410
11155W 2 AVE
MIAMI, FL33130
NEW FIRE
STATION i4
0.103
4,500
2
1,423
CI
N/A
3
014139-011-001U
85 SW 17 RD
MIAMI, FL 33129-
2512
SIMPSON PARK
CARDEN CENTER
8.041
3511,266
1
2182
n
Sono portions of the
properly include
`Public Use Only'
Irked Itestrkuon. In
addition, same
portions of the
property contain a
Lase Agreement,
therefore some arms
o(Iho silo are not
avail:1,1o.
2
Page 9
RFP No. 275283 Attachment A -revised
FOLIO NUMBI31
PROPERTY ADDRESS
ZIP CODE
COMMON NAME
ACRES
LOTSQ.IT
0 BLDGS.
BLOC. SQ. FT.
MIAMI 21 ZONING
CLASSIRCATION
RESTRICTIONS
COMM DIST.
CUBAN
MEMORIAL PLAZA
999 SWl3 AVE
MIAMI, FL33135-
5421
CUBAN
MEMORIAL PLAZA
0.42
0
N/A
3
MILLER.1
DA W KINS/EAST
BAY VISTA MINI
PARK
NWBAVE&47TR
MIAMI, FL33174
MILLER
DA W KINS/EAST
BAY VISTA
0.IX0I
0
Some portions of Ike
properly Include a
License Agro„ment,
therefore eome erees
of the site ere not
available.
5
PARK 50•A`
WFLACLER ST63 CT
MIAMI, FL33130
PARK 50•A•
11.000
0
N/A
2
YE LITTLE WOOD
abutting 3975 UUle Ave, Coconut Grove
MIAMI, FL33133-
6414
YE LITTLE WOOD
0.000
0
N/A
01-3112-025.0010
551 NW 71ST
MIAMI, FL331511-
3751
NU -WAY
PROPERTY
0.579
25,232
1
16,180
DI
N/A
5
01-3112-015-0050
7142 NE COURT
MIAMI, FL33143
NU -WAY
PROPERTY
0.121
5,269
0
0
DI
N/A
5
01-3112-025-0060
7148 NW5COURT
MIAMI, FL33143
NU -WAY
PROPERTY
0.118
5,142
1
5,198
DI
N/A
5
01-1139.09218230
18748RICKELL AVENUE
MIAMI, FL33129-
1610
PARK
0.81496786
355110
1
T5-R
2
01-1217-000-0013
NO ADDRESS
MIAMI, FL
0.370
16,119
0
0
Page 10
Exhibit C
Current List of Non -Replacement Facilities
None
(B 1011496.1)
Summary
Relationship
Marketing
Exhibit E
City — CCUSA Site Management Plan
Pursuant to a Telecommunications Site Manager Service
Agreement (the "Service Agreement"), the City of Miami, FL
(the "City") is establishing a long term relationship with Crown
Castle USA Inc. ("CCUSA") to meet the evolving
communications needs of the City agencies, departments and
authorities. This relationship will promote private sector access
to the City's facilities and real estate holdings, where appropriate, for
commercial communications development.
In accordance with the Service Agreement, CCUSA will market,
lease, maintain, manage and develop private sector use of the City's facilities
for telecommunications. In addition, in accordance with the
Service Agreement, CCUSA may upgrade and/or replace facilities
and/or develop new facilities at which the City may share tower
space with commercial wireless broadband providers.
The relationship between the City and CCUSA will allow various
city agencies and authorities to participate in this initiative.
The process is expected to evolve to help plan and meet the
City's and commercial providers' changing telecommunications
needs.
CCUSA will communicate closely with the City through all
phases of work. In order to retain and continue to grow the
customer base and effectively serve the City's interests, CCUSA
will remain flexible and adaptable to evolving technology and
applications which offer opportunities to the City and
commercial wireless broadband providers.
CCUSA will develop and implement a marketing plan to
maximize use of existing facilities and ascertain additional
interest in new sites. The Contractee Point of Contact and
CCUSA's Account Manager have working relationships with
the market managers for all of the major licensed wireless
broadband providers.
Co -Location
Approach CCUSA's co -location approach will enable the City to increase
revenue and minimise the need for new infrastructure. All tenants
on a site will be required to comply with specified technical
standards to assure compatibility.
Construction
Inspection &
Maintenance
Ideally local firms will be selected to build the infrastructure and
equipment shelters and landscape the sites, and may also be
selected for site location survey work.
In accordance with the Service Agreement, CCUSA will manage
{B1011496.1}
Site Security
facility inspection, permitting, engineering and construction
services relating to the facilities. Existing facilities will be
inspected according to priorities and protocols established by
CCUSA to determine structural integrity and condition of
the infrastructure and capacity for additional users. CCUSA also will
determine long term maintenance, improvement and replacement
needs, while working closely with the City to address its needs,
concerns and issues related to its facilities. The Contractee Point
of Contact along with the District Manager will manage site
maintenance contracts with local and regional site maintenance firms.
In accordance with the Service Agreement, CCUSA will manage
ongoing physical maintenance of sites and facilities. Routine
inspection of towers and other facilities will be conducted to
monitor the condition of mechanical systems, tower lighting and
painting. CCUSA may subcontract with regional and local site
managers for routine maintenance or to provide more timely
response in emergency situations.
To meet the City's and commercial broadband providers' needs for
secure facilities, CCUSA's security procedures will be utilized to
prevent damage to equipment and structures, injuries to the public,
vandalism, theft and communications breaches.
RF Interference In keeping with standard policy for co -located facilities, CCUSA
requires wireless providers to maintain their own equipment.
New users seeking to come to a telecommunication site must
protect existing site users from interference. If interference is
detected, specific testing is done to locate and quantify the
interference. If the interference cannot be rectified, the
prospective new site user is required to terminate its use and
remove its equipment from the site.
(B1011496.1)
Exhibit F
Small Ce11 Siting Guidelines
Small Cell Equipment Catalogue
A Small Cell Facility qualifying for expedited administrative permit review and approval by the City
of Miami (the "City") shall be substantially similar to that depicted and specified in the "Small Cell
Equipment Catalogue" hereto attached. Communications Equipment shall include an optical
repeater(s), multiplexer(s), antenna(s), fiber optic cable(s), wire(s), and related hardware and
equipment, whether referred to singly or collectively, to be installed, operated, and maintained by
the Permittee in or on City property or in the right of way. The Equipment types and installation
configurations found in the "Small Cell Equipment Catalogue" may be modified from time to time
by the City to reflect technological innovations and models. Any such Communications Equipment
and corresponding installation configuration would be exempt from separate review and consent
from any other municipal department or agency, due to its pre -determination as being compliant
and acceptable for installation in the City.
See attached Small Cell Equipment Catalogue on the following pages
(B1011496.1)
4.4
mall Cell Equipment
Catalogue
Ariril 4, 2012
Note: The following equipment configurations
and attachment scenarios are intended to be
representative in nature. Actual installations may
differ somewhat based upon various factors,
including, but not limited to, the coverage and/or
capacity objective, final equipment selection,
field and pole conditions, existing pole
attachments, utility construction standards, and
future changes in technology.
Cabling inside concrete
or metal pole (when
space is available,
otherwise external)
Approximately 25 fee
above ground
•
Antenna
(see details)
Equipment Shroud
(see details)
Approximately 10 feet
above ground
Handhole with disconnect switch, cable
connections, etc., per utility standards
Scale approximate
Construction will meet national and local utility safety codes
4
Approximately 60 feet
above ground
Cabling inside concrete
or metal pole (when
space is available,
otherwise external)
Antenna
(see details)
-4-- Equipment Shroud
(see details)
Approximately 21 feet
above ground
Handhole with disconnect switch, cable
connections, etc., per utility standards
Scale approximate
Construction will meet national and local utility safety codes
Approximately 35 feet
above ground
Communications cables
Cabling, disconnect switch,
etc., per utility standards
v
Primary power cables
Secondary power cables
Antenna
(see details)
Approximately 20 feet
above ground
4-- Equipment Shroud
(see details)
Scale approximate
Construction will meet national and local utility safety codes
Antenna
(see details)
Extension bracket
Primary power cables
Secondary power cables
Approximately 35 feet
above ground
Communications cables
Cabling, disconnect switch,
etc., per utility standards
Equipment shroud
(see details)
Approximately 10 feet
above ground
Scale approximate
Construction will meet national and local utility safety codes
Primary power cables
Secondary power cables
Communications cables
Cabling, disconnect switch,
etc., per utility standards
a— Equipment Shroud
(see details)
v
Approximately 10 feet
above ground
Scale approximate
Construction will meet national and local utility safety codes
Antenna
(see details)
Extension bracket
Primary power cables
Secondary power cables
Communications cables
Cabling, disconnect switch,
etc., per utility standards
---
Battery Backup Unit
(see details)
Equipment Shroud
(see details)
Approximately 10 feet
above ground
Scale approximate
Construction will meet national and local utility safety codes
Antenna
(see details)
Extension bracket
Primary power cables
Secondary power cables
Communications cables
Equipment Shroud
(see details)
Cabling, disconnect switch
etc., per utility standards
IT
Equipment Shroud
(see details)
Approximately 10 feet
above ground
Scale approximate
Construction will meet national and local utility safety codes
c
Cylindrical -style antenna
24 to 50 inches high,
2 to 10 inches in diameter
Cylindrical -style antenna
48 to 72 inches high,
8 to 14 inches in diameter
Panel -style antenna(s)
each 24 to 58 inches high,
8 to 12 inches wide,
4 to 10 inches deep,
Up to 3 panels per pole
Drum -style antenna
24 to 26 inches high,
16 to 20 inches in diameter
Engineering and design determined on a site -by -site basis, some with extension bracket
Scale approximate
Omni ("whip") -style antenna
48 to 72 inches high,
1 to 3 inches in diameter
Cylindrical -style antenna atop
panel -style antenna(s):
cylinder 24 to 50 inches high,
2 to 10 inches in diameter;
each panel 24 to 58 inches
high, 8 to 12 inches wide,
4 to 10 inches deep,
up to 3 panels per pole
Engineering and design determined on a site -by -site basis, some with extension bracket
Scale approximate
Cylindrical -style antenna
24 to 36 inches high,
2 to 14 inches in diameter
Panel -style antenna(s)
each panel 24 to 36 inches high,
8 to 12 inches wide,
6 to 10 inches deep,
Up to 3 panels per pole
Drum -style antenna
24 to 26 inches high,
16 to 20 inches in diameter
Scale approximate
Equipment Shroud
48 to 70 inches high,
12 to 28 inches wide,
10 to 20 inches deep
Equipment Shroud
48 to 70 inches high,
8 to 15 inches wide,
8 to 12 inches deep
Scale approximate.
Mounting brackets, disconnect switch, electric meter (per utility
standards), and associated attachments, such as channels, conduit,
and grounding, to be constructed in accordance with national and
local utility and safety codes.
Equipment Shroud
48 to 52 inches high,
48 to 52 inches wide,
15 to 20 inches deep
Scale approximate.
Mounting brackets, disconnect switch, electric meter (per utility
standards), and associated attachments, such as channels, conduit,
and grounding, to be constructed in accordance with national and
local utility and safety codes.
Battery Backup Unit
36 to 70 inches high,
12 to 36 inches wide,
8 to 24 inches deep
Scale approximate.
Mounting brackets, disconnect switch, electric meter (per utility
standards), and associated attachments, such as channels, conduit,
and grounding, to be constructed in accordance with national and
local utility and safety codes.
6 feet
12 to 36 inches wide
36 to 70 inches high
Scale approximate & dimensions are typical.
Mounting brackets, disconnect switch, electric meter (per utility
standards), and associated attachments, such as channels, conduit,
and grounding, to be constructed in accordance with national and
local utility and safety codes.
6 feet
12 to 36 inches wide
36 to 60 inches high
deep
Scale approximate & dimensions are typical.
Mounting brackets, disconnect switch, electric meter (per utility
standards), and associated attachments, such as channels, conduit,
and grounding, to be constructed in accordance with national and
local utility and safety codes.
Exhibit G
Exceptions to Compliance with Environmental Laws
No exceptions
{B1011496.1}
EXHIBIT H
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES
CROWN CASTLE USA, INC.
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as additional insured
Primary Insurance Clause
Contingent & Contractual Liability
Premises and Operations Liability
Explosion, Collapse and Underground Hazard
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit
N. Pollution Liability (If applicable)
Each Occurrence
General Aggregate Limit
Umbrella Liability (Excess Follow Form)
$1,000,000
$1,000,000
Each Occurrence $5,000,000
Policy Aggregate $5,000,000
City of Miami listed as an additional insured
VI. Property
Commercial Property Insurance covering the towers, fixtures, equipment,
improvements, and betterments owned by CCUSA. Commercial property insurance
shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss
Special Form (CP 10 30), or a substitute form providing equivalent coverages,
including debris removal, demolition and increased cost of construction that are
caused by Legal requirements regulating the construction or repair of damaged
Facilities, including an ordinance and law endorsement, in an amount of not less
than the replacement cost of the property insured. If coverage for radio towers is not
available under a commercial property insurance policy, an inland marine insurance
fouu with coverage equivalent to ISO Special Causes of Loss Form (CP 10 30) may
be used.
The amount of insurance shall equal the full estimated replacement cost of the.
Facilities owned by CCUSA.
The City shall be included as an additional insured and loss payee under the
commercial property insurance.
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less
than "Class V" as to Financial Strength, by the latest edition of Bes.t's Insurance
Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and /or certificates of insurance are subject to review and
verification by Risk Management prior to insurance approval.
The City reserves the right to request a certified copy of the insurance policy
including all endorsements. In addition, the City must be provided with all
applicable additional insured endorsements as noted in the insurance exhibit,
which must be attached to each of the corresponding certificates of insurance.
Appendix A
List of Participating City Agencies
{B1011496.1}
i
t
CROWN E
ORIGINAL
Response to:
REQUEST FOR PROPOSAL
RFP No. 275283
For Cell Phone Signal Booster Management Services for
Indoor and Outdoor Networks at Various City of Miami Locations
Do' 2 -I //
5"i le, Devi lap , 7
/9GP172-ers
�3 S7 — 6 g Gl'or)• f-ot,-1r7 ,tS79.e. C ors
CONTACT PERS
a,asus
FIRM LIAISON FOR CONTRA
itch 97.
'eiss Serota Helfman Pastonza Co
-one:"30.5854 0800
mbierman@ws
IMARY OFFICELOCATI
rown=,Ca.
725 Morris Road;
haretta, GA _3000!,
CAL BUSINESS ADDRESS
Crown Castle
6421 Congress Avenue_.- uite 2.0
Boca Raton, FL_33487 '
TABLE OF CONTENTS
Submission Cover Sheet
Certification Statement
Executive Summary
A. EXPERIENCE AND QUALIFICATIONS 1
1. Organizational History and Structure 1
2. Corporate Leadership ............. 2
3. Prior Contract Awards from the City of Miami 3
4. Experience in Wireless Infrastructure Site Development 3
5. Entities Involved and Roles to be Performed 3
6. Organizational Structure 4
7. Financial Viability 5
8. Pending Litigation 5
B. PAST PERFORMANCE IMPLEMENTING SIMILAR CPSB MANAGEMENT SERVICES6
1. Working Relationships with Government 6
2. Strategic, Long -Term Partner 6
3. What Our Customers Are Saying About Us 7
C. OVERALL APPROACH AND METHODOLOGY FOR THE PROJECT 11
1. Project Scope .. 11
2. Equipment Specifications 15
3. Operating and Management Plan 19
4. Marketing and Solicitation Services 23
D. FINANCIAL PROPOSAL... 34
1. Compensation Revenue Proposal 34
E. CONCLUSION .. 35
F. ADDITIONAL DOCUMENTS
Appendix A — Resumes
Appendix B — Letters of Reference
Appendix C — Audited Financial Statements
Appendix D — Crown Castle International Corp. 2010 Annual Report
Certification Statement
Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and
retain a copy for your files. Prices should include all costs, including transportation to destination. The
City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a
minimum of 180 days following the time set for closing of the submissions.
In the event of errors in extension of totals, the unit prices shall govern in determining the quoted
prices.
We (I) certify that we have read your solicitation, completed the necessary documents, and propose to
furnish and deliver, F.O.B. DESTINATION, the items or services specified herein.
The undersigned hereby certifies that neither the contractual party nor any of its principal owners or
personnel have been convicted of any of the violations, or debarred or suspended as set in section
18-107 or Ordinance No. 12271.
All exceptions to this submission have been documented in the section below (refer to paragraph and
section).
EXCEPTIONS:
We (I) certify that any and all information contained in this submission is true; and we (I) further certify
that this submission is made without prior understanding, agreement, or connection with any
corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or
service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and
conditions of this solicitation and certify that I am authorized to sign this submission for the submitter.
Please print the following and sign your name:
SUPPLIER NAME: Crown Castle Services LLC
ADDRESS: 12725 Morris Road Ext., Ste. 400, Alpharetta, GA 30004
PHONE: 678-366-1264 FAX: 724-416-6503
EMAIL: chris.moffett@crowncastle.com BEEPER:
SIGNED BY:
TITLE: South Area President DATE:
1/277/
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISOUMFY THIS BID.
Page 2 of 33
Executive Summary
The City of Miami has spoken and Crown Castle has heard you loud and clear. You are seeking new ways to
increase City revenues without placing additional burdens on taxpayers, and you are looking in the right place. Crown
Castle has worked with cities and public sector entities around the country to help monetize their assets while at the
same time easing the wireless industry's seemingly bottomless demand for more wireless capacity. We have helped
cities, states, universities, theme parks, and other large property owners to realize more than $46 million in lease and
license revenues in recent years. We can help Miami maximize its wireless license revenues the way we have helped
the State of New York, the Commonwealth of Pennsylvania, and many, many other large property owners.
On November 11, 2011, Crown Castle was prepared to guarantee the City of Miami $500,000 in response to the
City's RFP Solicitation #275283. This offer was based on the information that we had available at that time.
However, after thoroughly reviewing Addendum No. 6, the Revocable License Agreement, and the Professional
Service Agreement that the City transmitted on January 13, 2012, we are unable to make this guarantee.
Having dealt with numerous "governmental agencies and wireless carriers throughout the U.S., Crown Castle has
found that the terms contained in the Revocable License Agreement would not allow the flexibility needed to maximize
the revenue to the City as we have been able to do with the State of New York and others. In addition, the wireless
carriers tend to avoid agreements that contain very short and uncertain terms because of the significant capital
investment in each site as well as the potential loss of service to their customers.
{ Revenue to the City
Based on our experience as one of the nation's largest wireless infrastructure management companies currently
operating in the City of Miami, we believe Crown is best positioned to maximize revenue for the City of Miami. Crown
is offering the following:
Revenue Split— The City of Miami would receive a guaranteed $1,500 per month on the first tenant, and from
subsequent tenants, the City would receive 30% of all license/lease revenue generated on a macro site
where significant capital is expended by Crown and 50% where a significant capital outlay is not required.
As we stated in our opening statement, we have helped maximize the revenues for multiple entities throughout the
U.S. and feel very confident that we can accomplish the same for the City of Miami if the City is willing to make the
necessary revisions in the documents. The ability to maximize revenues is highly correlated to the flexibility of the
terms in the Revocable License Agreement. For example, the State of New York allows Crown Castle and the
wireless carriers flexibility of residency on State property. If the City of Miami would be willing to agree to permit the
same flexibility as the State of New York contract, Crown would look to offer the City the $500,000 guaranteed
payment as well as increase the first tenant minimum to $2,000/month. As a result of the City's increased flexibility
and the improved financial terms, Crown's experience suggests that we should have the opportunity to generate in
excess of $1.5M for the City of Miami in the next 5 years.
Why Crown Castle?
Frankly, anyone can provide you with rosy projections of future revenues, but unless they have a proven track record
of producing those results, you have no assurance that the revenues will ever materialize. Crown Castle has
demonstrated its ability to maximize wireless revenues for property owners over and over and over. Crown Castle
(NYSE: CCI) is one of the country's largest independent owners and operators of shared wireless infrastructure,
including towers, rooftops, and distributed antenna system ("DAS") networks.
We own and manage more than 22,300 premium sites in 92 of the top 100 U.S. markets and have an enterprise value
in excess of $17 billion. Crown Castle is best positioned to maximize the revenue on the City of Miami's sites for the
following reasons:
> Unparalleled Relationships: Within the wireless industry, Crown Castle has established unparalleled
relationships with every local and national wireless carrier. In addition, Crown Castle has extensive experience
with local, municipal, state, and federal agencies. When they need to fill in gaps in their service areas or
expand their capacity, their first call is to Crown Castle. So when Crown Castle sets out to help its city and
property owner clients lease up capacity on new equipment, it has a big head start because Crown Castle is
already working with all of the major carriers, and they trust us to provide state-of-the-art equipment, seamless
service, competitive pricing, and superior engineering knowledge. This is why no other wireless infrastructure
firm can claim the kind of results that Crown Castle has had in marketing infrastructure locations to the wireless
industry. Crown Castle consistently enjoys superlative customer satisfaction scores in relation to its
competitors which positions Crown to capture more lease -up than other wireless infrastructure providers.
> Proven Track Record: Crown Castle has a proven track record of managing sites on behalf of other entities.
Crown Castle has successfully worked with the State of New York, the City of New Orleans, Paradise Valley in
AZ, Stanford University, as well as theme parks in Florida and California, among others. Crown Castle has
generated in excess of $46 million in additional revenue for its large property owners and can do the same for
the City of Miami by maximizing the potential latent value of its existing real estate portfolio.
> Financial Strength: Crown Castle's market capitalization is one of the largest of any vendor in the industry
with a current enterprise value in excess of $17 billion.
➢ Comprehensive Industry Data: As an industry leader, Crown Castle has developed and maintains a
database that provides a comprehensive list of competitive sites, drive test data showing where customers have
existing coverage, and detailed site information for easy reference by both intemal and external vendors. The
City of Miami will directly benefit from Crown Castle's $1.5 to $2 million yearly investment in maintaining this
comprehensive industry data up to date. By making reliable information available to its customers, Crown
Castle has earned a reputation of being "easy to do business with" thus making the sites owned/managed by
Crown Castle more attractive to end users and providing Crown Castle with a competitive edge in the industry.
> A Great Plan: As you will see in this proposal, we have a great plan for the City of Miami that will provide the
highest possible revenue with the least aesthetic impact. We can offer a unique plan that makes the most of
our superior marketing reach, the most innovative technology, and the greatest base of industry research in the
industry.
Crown Castle will not just be your vendor, we will share risk and deliver rewards. Not only are we the most trusted
name in wireless infrastructure for cities and property owners, we are the go -to resource for every major wireless
service provider in the industry. They know us, they trust us, and if we build it, they will come.
Supplier Name: Crown Castle Services LLC
Address: 12725 Morris Road
Suite 400
Alpharetta, GA 30004
Phone Number: 678-366-1264
Fax Number: 724-416-6503
Contact Person: Chris Moffett
Email Address: Chris.Moffett(acrowncastle.com
Title: Area President
Signature/Date: ''�``�'�' //e ?%Z
i
A. EXPERIENCE AND QUALIFICATIONS
1. Organizational History and Structure
Crown Castle is a publicly -traded company listed on the New York Stock Exchange
(NYSE: CCI) that provides high -quality wireless communication coverage in 92 of the top
100 U.S. markets. Crown Castle has been providing wireless site acquisition and
management services since its founding in 1994. Crown Castle began with 133
communication towers in Southwest Texas. Today, Crown Castle owns and manages
more than 22,300 tower and rooftop sites with a total enterprise value of over $17 billion,
and is one of the largest wireless infrastructure providers in the U.S. We employ a
workforce of over 1,100 employees throughout the United States. Crown Castle is an
industry leader in wireless communication with an expansive national portfolio and
extensive tower footprint.
Two trends have emerged in the last few years that have led Crown Castle to expand
the services it performs for cities, states, and other large landowners. First, there has
been an explosion of demand for additional wireless capacity to meet the exponential
expansion of wireless services. Second, cities, states, and other large-scale property
owners find themselves with more needs and fewer financial resources to meet those
needs than ever before, and they are looking to the private sector for solutions to help
them monetize underused assets like rooftops and vacant land. Crown Castle has
applied its expertise to these problems and has worked with cities and states to help
market the underused properties as locations for wireless facilities. Crown Castle was
the first company to do this on a broad scale and has quickly become the leader in this
growing field.
Crown Castle is organized
into four geographic areas
in the US: East, South,
Midwest, and West. These
regions are further broken
down into 23 district and
field office locations. The
South Florida district office,
located in Boca Raton, will
be responsible for this
project. Crown Castle
provides complete in-house
staff support for all aspects
of wireless communication
needs. In addition, Crown
Castle's project teams for
Crown Castle National Tower Footprint
each district are organized into working groups of outstanding professionals who will
handle all of the business and technology functions of the project such as:
• Marketing • Zoning/Permitting • Carrier Collocation • Finance/Accounting
• Engineering/Design • Site Construction • Application Processing • Site Maintenance
• Legal/Regulatory • Project Management • Customer Relationship • 24-Hr. Site Monitoring
Compliance: FAA, FCC, Management (NOC)
and Environmental • Licensing &
Amendments • Landlord Relationship
• Asset/Property Management Management
As depicted on the "Crown Castle National Tower Footprint" illustration shown above,
Crown Castle has 1,266 sites in the State of Florida. 542 sites are located in South
Florida, 80 of which are located within the City of Miami. These sites have as tenants
the following carriers providing wireless services, and these are the same carriers to
whom we would market the City of Miami's properties for collocation:
• AT&T Wireless
• Sprint
• T-Mobile
• Verizon Wireless
• MetroPCS
• Other (Emergency Services, etc)
These are the same carriers that the employees, citizens, and businesses of the City of
Miami use in their daily lives, which will be further enhanced by Crown Castle's ability to
maximize the use of the City's properties to expand coverage and capacity and to bring
new wireless services to these users.
2. Our Corporate Leadership
Crown Castle is a publicly traded corporation, so it is owned by its many shareholders.
Crown Castle's key corporate executives are:
• W. Benjamin Moreland — President and Chief Executive Officer
• Jay Brown — Sr. Vice President, Chief Financial Officer & Treasurer
• James D. Young — Chief Operating Officer
• E. Blake Hawk — Executive Vice President and General Council
• Patrick Slowey — Sr. Vice President of Sales and Customer Relations
• Philip Kelley— Sr. Vice President of Corporate Development & Strategy
Our 2010 Annual Report, attached as Appendix D, contains a list of our board of
directors. Additionally, as shown further below, our leadership team includes a South
Area Management Team that will be responsible for the relationship with the City of
Miami.
2
3. Prior Contract Awards from the City of Miami
The RFP requests that we indicate whether the City has previously awarded Crown
Castle any other contracts. It has not. If Crown Castle is successful on this RFP, it
would mark the first time Crown Castle will have had the honor to serve the City of
Miami. However, with our extensive experience partnering with cities and states, we are
extraordinarily well prepared to move forward with the City of Miami to provide quality
wireless infrastructure and help maximize revenue to the City.
4. Crown Castle's Experience in Wireless Infrastructure Site Development
Founded in 1994, Crown Castle is one of the country's largest independent owners and
operators of shared wireless infrastructure. We own, operate, build, and lease towers,
rooftops, and Distributed Antenna Systems (DAS) in prime markets for wireless
communications. Our nationwide presence is a big advantage in marketing sites for
wireless equipment, but we also have extensive local resources here in South Florida to
provide the highest level of personalized service to the City of Miami. We will be
available and ready to respond on a 24-hour-a-day, 7-days-per-week basis.
We provide our clients with comprehensive site development services including site
acquisition, engineering, zoning and permitting, and construction, and we offer flexible
solutions for customers. As the owner or operator of the infrastructure, our focus is on
safety, reliability, and regulatory compliance maintained through regular inspections,
utilizing state-of-the-art processes and tools, and a 24/7 Network Operations Center
(NOC). Crown Castle (NYSE: CCI) is publicly traded. Our public filings and audited
financial statements demonstrate that we offer financial strength and long-term stability
as a competitive advantage. Crown Castle's team is comprised of industry veterans and
proven leaders that are on the cutting edge of telecommunication infrastructure and
technology.
As you can see from our National Tower Footprint map, Crown Castle has a vast and
established presence in Florida. We also have extensive experience in constructing new
sites in Florida. In recent years, we have constructed 16 new towers, handled 5 site
relocations, and performed 346 tower modifications to existing sites to accommodate
additional customers. At Crown Castle, we have a national reach, a strong local
presence, deep experience and unparalleled industry knowledge to help the City of
Miami generate additional revenues.
5. List of Entities Involved and Roles to be Performed
The RFP essentially seeks a firm to provide analysis, marketing, solicitation,
negotiations, and property management services. Crown Castle performs all of these
functions in-house and, thus, does not anticipate the need to subcontract or team with
any other entity for the performance of the core functions under the contract. To the
3
extent other services are needed during the course of the contract, Crown Castle has
developed a broad network of outstanding professional engineers, contractors, attorneys
and accountants with whom it has worked over the years and who can be engaged on
an as -needed basis.
6. Organizational Structure
Crown Castle has in place a "best in class" project team to support and execute upon
the City of Miami's revenue generation requirement. This team has unparalleled
experience in the marketing of facilities to carriers and the ability to negotiate the best
deal for revenue generation. The seasoned professionals shown in this organization
chart will aggressively work for the City of Miami to achieve substantial revenue from the
City's existing assets.
OUR MIAMI TEAM —ORGANIZATIONAL CHART
Resumes for each of these professionals are included in Appendix A.
Single Point -of -Contact (SPOC)
Mr. Luis Catasus, Crown Castle's Project Manager, will be the SPOC between the City
of Miami and Crown Castle. His primary responsibility is to interface with the City of
Miami and to help monetize the City's assets. He will achieve this through managing the
Crown Castle team to drive carriers to the City's sites. He will also provide:
4
I
r
• Attendance at meetings to present findings and recommendations to the City
Commissioners as required
• Plan, schedule, and report on the progress of work, and prepare and present such
information and materials to adequately reflect the project progress
• Submit all required deliverables, on schedule, as so determined by the City of Miami
• Primary interface between the City of Miami and Crown Castle operational units to
facilitate any City requests for information that pertain to the work
• Interface for carrier relations
• Forecast future carrier interest and installations
• Provide revenue forecasts to the City of Miami
• Management and coordination of carrier installations
• Other items as so determined that would enhance the relationship and further the
City's revenue -generating opportunities
Additional Support
In addition to the District Office personnel listed above, the City of Miami will also be
supported by many experienced professionals such as regulatory staff, property,
collocation application, and licensing specialists and engineers. These staff members
are tasked with supporting the districts in their needs, so in times of high workload
periods, there is always sufficient staff to meet and beat schedule requirements.
7. Our Financial Viability
Our financial strength has
become a key differentiator
between us and other
vendors in the industry.
Crown Castle's enterprise
value is one of the largest of
any vendor in the industry
valued at over $17 billion.
We are a publicly -traded
company (NYSE: CCI) and
our audited financial
statements for the past 2
years are attached as Appendix C.
8. Pending Litigation
$2,000,000
$1,800,000
$1,600,000
$1,400,000
$1,200,000
$1,000,000
$800,000
$600,000
$400,000
$200,000
$-
2005 to 2010 Annual Revenue (1,000s)
$1,878,658
2005 2006 2007 2008 2009 2010
Crown Castle Services LLC has not been involved in any litigation. Certain affiliates of
Crown Castle Services LLC have been involved in litigation in the past 10 years;
however such litigation should not negatively impact Crown Castle Services LLC's ability
to successfully perform under a contract if awarded.
5
B. OUR HISTORY OF WORKING WITH PROPERTY OWNERS AND PAST PERFORMANCE
IMPLEMENTING SIMILAR CPSB MANAGEMENT SERVICES
1. Crown Castle working relationships with government
As demonstrated throughout this proposal, Crown Castle was an early entrant into the
government site development business and is uniquely qualified to help cities like Miami
leverage existing assets to increase revenue without increasing taxes. We are also
extremely sensitive to the aesthetic needs of our city clients, and we go to great lengths
to ensure a minimum of interference. This is why places like Colonial Williamsburg, the
French Quarter in New Orleans, and major theme parks in Florida and California choose
to work with Crown Castle, because they know that we will protect their very special
environments from negative aesthetic impacts. Additionally, by working with Crown
Castle, you can help ensure that the requisite wireless infrastructure in your community
is sufficient, robust, and technologically advanced enough to attract and retain
businesses that create jobs, which is an essential element to strengthening the
economic development of the City of Miami.
2. Crown Castle is a strategic, Tong -term partner
Crown Castle is committed to the longstanding relationships we have with our customers
and property owners. Not only do we have relationships with all major wireless carriers,
we have been selected and are providing wireless infrastructure and services to a host
of major and high -profile property owners ranging from state governments and federal
agencies to municipalities, resorts, major venues, colleges and universities. We work
with our customers to ensure that we understand and can support their unique
infrastructure demands while delivering solutions that are in aesthetic harmony with their
environments to minimize neighborhood impact.
Crown Castle, as part of a strategic and long-term relationship, does not just focus on
what is immediately available and deployed with incumbent wireless carriers but also
looks to the future. Crown Caste studies trends in future technology development and
also monitors new and pending entrants into the wireless provider space. Doing this
research allows Crown Castle to position the City of Miami in the best possible position
to capitalize on these opportunities. The City of Miami will be able to leverage these
initiatives and advances to meet and enhance the public's and businesses' wireless
experience while providing a competitive edge to attract new businesses to the City's
tangible and intangible revenue base.
f
CASE STUDY: City of Miami Key Benefits of Working
With Crown Castle for Telecommunications Asset Management
• The City of Miami has one key point of contact at Crown Castle to manage this program instead of
dealing with all commercial wireless service providers and their representatives.
Crown Castle brings expertise in marketing, pricing, design, construction, site compliance,
operation, and property management. This will ensure the City maximizes the return on its
assets over the lifecycle of the tenants' use, including from site amendments.
• Minimizing the proliferation of new towers, achieving greater commercial access, and more
choices for the public through aggressive collocation.
• Maximizing the revenue to the City through marketing of sites.
• Providing the City the opportunity to maximize revenue in exchange for use of City property.
• Minimizing the City's administrative burden and administrative costs by relying on a single site
manager to manage the City's assets and deal with carriers.
• Providing professional advice to City agencies concerning deployment of new wireless technology
to meet emerging City needs.
• Increasing wireless communications services Citywide, including economically distressed areas.
3. What our customers are saying about us ...
In order to ensure that we continue to be the valued resource that we strive to be, Crown
Castle surveys both our customers and landlords on a quarterly basis. The survey is
sent to over 1,000 customers that include site acquisition vendors, carriers, turnkey
vendors, etc. The survey compares Crown Castle to our competitors, and the results in
the graph below show that our customers in the wireless industry feel that Crown Castle
provides superior customer service in the following categories:
— Speed -to -Market — Value for Money
— Responsiveness — Systems Support
In addition to speed -to -market, value for money, responsiveness, and systems support,
the survey also shows that our superior scores are the norm, and we see these results
quarter after quarter.
It is also worth noting that while these results are from the most recent quarterly
Customer Satisfaction Survey, Crown Castle has consistently earned superior customer
satisfaction scores quarter after quarter, year after year, as Crown Castle makes the
customer a priority.
CUSTOMER SATISFACTION RESULTS — CROWN CASTLE VS. COMPETITORS
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oo taken to processa taken to processa monthly site rentals tower company's
construction
services
submitted delivered license
application through through a noticeto
a delivered license proceed
014 , 400 ,
S'4,1,11
Speed -to -Market
The cost of other The degree to The degree to
fees (e.g., which the tower which the tower
application fee, company's co mp anys
structural analysis employees respond employees clearly
fee, inspection fee) to my needs i n a communicate
timely manner timelinesfor the
project
Value for Money
Responsiveness
Thedegree to
which the tower
comp anys
employees solve
my problems
The degree to
which the tower
company's tools
(e.g., databases,
website, Crown
Castle's CClsites)
provide accirate
information
The degree to
whichthetower
company's tools
(e.g., databases,
website, Crown
Castle's CClsites)
save me time
Systems Support
BI-ANNUAL LANDLORD SURVEY RESULTS
$.00
4.00
a.00
2.00
1.00
OAO
Lease payments are
made timely and
accurately
2010 Bi--/\nnuaf Survey Results
Routine Crown .
Castle operations
and access at the
site are non -intrusive
Rate your overall
satisfaction level
with Crown Castle
Crown Castle treats
your property or
rooftop with respect
The response rme
provided by Crown
Castle is good
s onse,i.,R'ia''
Crown Castle
provides acceptable
issue resolutions
1 2 3 4 5
Very Somewhat Neither Satisfied Somewhat Very
Dissatisfied Dissatisfied Nor Dissatisfied Satisfied Satisfied
Your questions or
issues with Crown
Castle are handled
satisfactorily
Some very key takeaways from this survey include: a) Crown Castle pays timely and accurately, b) Crown Castle treats landlords property with
respect, c) Crown Castle is responsive to LL concerns and addresses landlord questions and concerns satisfactorily. These are things that Crown
Castle feels are important to its landlords and would also be important to the City of Miami in choosing a partner.
Having sent a survey to all 14,036 of Crown Castle's landlords, Crown Castle received 4,490 completed surveys back (or a 32% response rate).
The graph above shows the results of each of the questions asked with the results demonstrating the importance that Crown Castle places on
having landlord partners and not just landlords.
f -•
:
l
r •
Client List
We have property agreements and relationships with the following:
• State of New York
❖ Commonwealth of Pennsylvania
❖ Scottsdale, Arizona
❖ New Orleans, LA historic French Quarter
❖ Colonial Williamsburg, Virginia
❖ Hilton Head, South Carolina
Client References
❖ Theme parks in FL and CA
• College of William & Maiy, Virginia
❖ Stanford University
❖ Amway Center, Orlando, FL
❖ Tower Development Corporation
Sprint
MetroPCS
AT&T
T-Mobile
Verizon Wireless
Rebecca Hunter
Jay Noceto
Amitabh Sharma
Danny Bazerman
Bill D'Agoustino
425-591-9356
925-705-3000
714-350-9710
714-362-1433
949-525-0636
Manager, Site
Development
VP, Network Ops
Manager, RF Engineering
Director, Network
Executive Director,
Southem California
ength o
elation'ship==
4 years
3 years
3 years
1.5 years
1 year
State of New
York
Stanford
Colonial
Williamsburg
Foundation
The Irvine
Company
Charles White
Carlos Zertuche
Erich Snow
Doug Marty
Timothy McClain
518-457-9466
650-725-7777
650-725-0506
757-220-7304
949-720-5444
Director of
Communications, NYS
Troopers
Manager, IT
OSP Specialist
Director, fT
Vice President, IT
14 years
3 years
2 years
1.5 years
2 years
As required in the RFP, we have attached —as Appendix B—two letters of reference
from clients for whom we have provided similar services over the last five (5) years.
10
C. OVERALL APPROACH AND METHODOLOGY FOR THE PROJECT
Anyone can lay out a plan and promise great results, but very few companies can back up
their claims with the kinds of results Crown Castle has had in site development marketing for
cities, states, and other large property holders. That is because we have unparalleled
relationships with the major users of the facilities —the wireless service providers —and they
know that our engineering, site selection, research, equipment, and service make Crown
Castle easy to do business with. They know that if there is a storm or natural disaster, if
wind blows or lightening strikes, we will be out there fixing the problem and getting service
restored long before most people have their cable TV and landlines restored.
With that kind of reputation and relationships, the industry trusts us and comes to us to
address their needs. We already have a long list of orders from leading service providers to
assist them in expanding their capacity needs in South Florida, and we can quickly assist
them in identifying sites within the City of Miami's list that they may wish to license to help
them meet their wireless capacity needs. The result is a classic win -win -win situation. The
carriers win because they expand their capacity; the end -users win because their voice
service is clearer and more reliable, and their data service is faster; and the City wins
because revenue will be paid to the City to locate equipment on City property, thus turning
an unused property that you are paying to maintain into a revenue -producing asset.
-Here is how we will do it.
1. Project Scope
• Analyze City of Miami sites in conjunction with City and customers while folding in
Crown Castle proprietary drive test data into the analysis.
• Develop a master plan with the City as to which sites are likely candidates for CPSB
collocation.
• Solicit and negotiate license agreements with wireless customers.
• Manage the development of the site, whether it is a rooftop, a new tower, or a
distributed antenna system (or a combination), including the procurement of any and
all regulatory approvals.
• Manage the installation of the wireless carrier's equipment as well as procuring
power and telco for the wireless carriers' use.
• Throughout the process of developing the site, installing the CPSB's equipment and
maintaining the site, Crown Castle will implement security measures consistent with
the site needs as well as to be cognizant of the aesthetic impact an installation might
have on the site and surrounding sites.
• Crown Castle will bill and collect revenue from each CPSB and distribute the
appropriate funds to the City of Miami accurately and in a timely fashion.
• Crown Castle will deliver an annual report to the City of Miami outlining successes to
date as well as expected activity in the future.
11
Our full line of site development services and in -market resources
provides you with flexible deployment solutions.
Site Acquisition
Site identifcation (CClsitesrn')
Applicafipn Entry
Site Candidate Packages {SUP)
Due Dlligence
Regulatory Filings
Landlord Consents
Lease.Negotiations
Title
Your Local, Long -Term Resource
With a focus on service, project management, and innovation, we
deliver enhanced value to our customers through a full line of site
development services. Our local presence and in -market
connections mean we know our sites, enabling us to get customers
"on -air faster and more efficiently. It also gives us an understanding
of the unique demands of each market so we can provide continuity
throughout the collocation process. We know how to anticipate local
challenges and can leverage local relationships where third parties
cannot. Whether it's a single site or a complete market launch, our
local market expertise and experience can save you time and money.
Site Development Project Timeline
Analysis
The Experience to Deliver
We have the experience to deliver results, even for the most
aggressive deployment schedules —first-time market launches, 3G
and 4G overlays, or fiber and microwave installations. Every day, our
customers rely on our employees, many of whom have more than 10
years' in -market experience and are considered experts in the
industry. Our track record of success confines that we have the
experience to deliver. In 2010, we performed more than 70% of first-
time installations on Crown Castle owned and operated sites,
completing more than 6,000 projects. We were recently awarded the
RCR 2010 Ecosystem Best 4G Service Infrastructure Company
Award.
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Crown Castle will perform the property and carrier need analysis to determine which
sites in the City's portfolio are suitable for equipment installation and where the service
providers have the most pressing needs. Collection and research of all city property
information will take place immediately and will be entered into Crown Castle's analysis
tool. Crown Castle has an industry -leading approach and analysis tool that has been
developed over many years and is custom-made to suit the wireless infrastructure world.
This tool is CClsitesTM which is web -based and is described further below in this
proposal. Essentially CClsitesTM provides the following information at various levels of
complexity to accurately allow us to market the sites in our portfolio in the most cost-
effective, efficient, and targeted manner by utilizing the following:
• Field Intelligence (Soft) - Gained from our ongoing staff interactions with the wireless
carriers and feedback on their current and future coverage and capacity
requirements.
12
Field Intelligence (Hard) — Verify current radio frequency ("RF") conditions on the
ground through the collection of RF drive testing to measure RF signal coverage and
signal strength for each carrier, collection of demographic information such as DOT
counts (mobile traffic) on all surrounding roads, population density, household
income and property information, future planned developments, business
demographics, and other such information to create a real -world view.
• Site physical properties to include, but not be limited to: photographs; location;
address; structure type; structure height; coordinates; ground space; tower or rooftop
space, and other physical characteristics that will help a carrier assess the specific
asset for suitability.
Through this analysis, Crown Castle will be able to determine the viability of each site for
a wireless carrier in both the short, intermediate, and long term. This analysis will be
distilled down to a report that can represent the sites' revenue generation probability and
viability and that provides the City of Miami with a revenue projection.
This analysis is intended to allow for seamless and successful targeted marketing. We
will know what you have and what they need ... and we will then match the two up.
Negotiation
We have handled many tens of thousands of lease, amendment, and license
negotiations, and we know what is possible. We will apply our vast experience to the
City's needs to make sure the deal provides the City of Miami with maximum revenue
and flexibility. Where necessary, we will provide legal expertise through our own in-
house and external legal counsel.
Crown Castle is in the position of knowing what the market will bear, not just what is
considered normal. We know how to facilitate the ease of licensing with the carriers
while protecting the site owners' interest and "how to get business done" and done
quickly.
It is important to recognize that, under our approach, the City of Miami and Crown
Castle's goals are aligned with each other. Crown Castle's proposed revenue share
scenario ensures that Crown Castle seeks to negotiate the best deal possible with the
carriers to maximize:
• Speed -to -market
o Marketing sites
o Negotiating individual licenses and master license agreements
o Site construction
o Carrier installations
o Lease commencements
13
• Best license rates
• Best escalation of license rates
• New amendment terms for additional revenues
Crown Castle is in the business of maximizing revenue from property assets; that is what
we do, and we do it well.
As Crown Castle is one of the leading wireless infrastructure providers in the U.S., all of
the major carriers have done business with us and continue to do so. Our established
relationships with the carriers have been built on trust, customer satisfaction, quality
sites, and getting them on -air when we say we will ... quickly. These factors help us in
our negotiations due to their familiarity with Crown Castle and knowing they are dealing
with the best.
Property Management
We have the best record in the industry for installing, maintaining, and operating wireless
equipment and infrastructure. We will provide the experienced and professional staff to
handle every aspect of the implementation and management of new sites for the City of
Miami. With one of the broadest networks of company -owned and company -operated
properties, Crown Castle has an industry -leading reputation for seamless management
of wireless infrastructures. We have an unrivalled South Florida operation that handles
every aspect of site maintenance and management. When disaster hits, as it sometimes
does in a tropical climate, we are there to make sure that necessary services are
restored as quickly as possible. We also provide frequent, regular maintenance to help
prevent outages and equipment damage from occurring in the first place. Fees are
collected and remitted on time, and state-of-the-art equipment is maintained in peak
condition to ensure the best performance.
Property management does not end with ensuring the facility is licensed, functioning
well, and maintained appropriately. It also requires the ability to expeditiously
accommodate the tenants' new needs through licensing and amendments to licenses.
This is a critical area that may add significant and additional revenue to the City of
Miami. Fast, accurate, and diligent processing of new applications to modify existing
agreements drives new revenue. When a carrier changes equipment, adds new
equipment, needs more space, or anything that modifies the original terms, an increase
in the license rate is obtained. Crown Castle's Finance and Property Management
Departments have many processes and procedures in place to ensure notice is given to
the tenants and revenue is captured as changes are made.
Safety is of paramount importance to Crown Castle. On our sites, we design in safety
features to ensure the safety of the public and of the maintenance technicians in addition
to the adherence to code requirements. Some of these safety features are the reduction
of trip hazards, fall hazards, security features, and electrical shock hazards. With our
14
well established and monitored maintenance programs, we have found that this also
enhances safety as infrastructure is inspected regularly and defective or deteriorating
components are replaced prior to any failure.
2. Equipment Specifications
Crown Castle offers several telecommunications solutions that can be customized to the
specific needs of a site. Crown Castle utilizes Towers, Rooftop equipment, and
Distributed Antenna Systems/Other Alternative Structures at its sites.
15
ROOFTOP DEVELOPMENT
Maximizing Real Estate Value for
Building Owners.
Now, more than ever, non-traditional revenue
sources on properties are an excellent way to
counter some of the current market conditions.
Building owners can leverage the wireless
network infrastructure and real estate expertise of
Crown Castle to secure long-term, incremental
revenue —without taking the focus off of their core
business and without causing disruption to
tenants.
As advances in wireless technology have made
consumers expect instant access to voice and
data services practically everywhere they go,
carriers are forced to seek creative ways to
provide coverage support. Rooftop locations,
especially those located in dense, urban areas,
can satisfy both of these goals while creating a
revenue -generating opportunity for building
owners in an otherwise volatile real estate market.
As one of the largest wireless infrastructure
providers in the country, Crown Castle has been
securing long-term leases and designing and
deploying wireless equipment on rooftop locations
for nearly a decade. With a strong customer
focus, we have master leasing agreements with
all of the major wireless carriers and strong in -
market resources and local relationships with
construction management, power, TELCO, and
HVAC companies. Our local presence expedites
the entire process —which expedites revenue for
building owners. Since we have offices
nationwide, we understand each local market's
unique nuances, from zoning and permitting to
safety and regulatory approvals.
Industry Leading Marketing Tool Creates
Instant Visibility
Our award -winning CClsitesTM is a state-of-the-art
inventory management system that enables us to
showcase our rooftop locations and all other sites in
our portfolio. It provides carriers with valuable
information on the wireless siting landscape, giving the
building owner's rooftop asset instant visibility and
unrivaled marketing support at both the local and
national level.
• With more than 3,000 registered wireless carrier
and site acquisition users, the CClsitesTM tool
brings potential customers —conducting
hundreds of daily searches —to every building
owner location.
• CClsitesTM contains detailed information on more
than 22,000 Crown Castle tower and rooftop
structures and provides instant access to
comprehensive information designed to
streamline the site evaluation, selection, and
installation activities of wireless operators.
• CClsitesTM maintains data on more than 175,000
non -Crown Castle sites in order to enable a user
to evaluate competitive structures.
Caring for the Infrastructure
When we Install and maintain any equipment on your
building's rooftop, we do so with the highest levels of
care and security. We will not disrupt your tenants or
undermine your building's integrity. Crown Castle
offers customized installation —increasing speed to
market —and a host of day-to-day management
services.
• Ongoing inspection of proactive maintenance to
ensure operational and regulatory compliance.
• Licensed and bonded construction teams.
• Single point -of -contact for your rooftop, marketing,
installation, maintenance, and monitoring activity.
• Network Operations Center offers sophisticated
24/7 site monitoring systems.
www.crowncastle.com
DISTRIBUTED ANTENNA SYSTEMS
Features
• Supports all wireless air interfaces including: LTE,
GSM, GPRS, EDGE, UMTS, 1xEV, CDMA, 1xRTT,
3xRTT, wCDMA, CDMA2000, and iDEN.
• Flexible forward and reverse RF path settings to
optimize cell performance and coverage.
• Monitored by a 24/7 Network Operations Center (NOC.)
• Use of simulcast to maximize base station efficiencies.
• Supports battery back-p at hub and at each
RAN/microcel I location.
Benefits
• Base station "hotel" with simulcast provides efficient
backhaul, switching resources, and power.
• Speed to market with a zoning alternative solution that
provides wireless coverage and capacity in hard -to -
reach areas.
• Network owned and maintained by Crown Castle,
reducing operating expenses for wireless service
providers.
• A cost-effective alternative to individual base stations
collocated at antenna locations.
• Cost-effective capacity growth.
• Wireless service provider retains control of RF
parameters for network optimization.
• Shared Network Solution attractive to universities and
colleges due to the multi -carrier capability and
unobtrusive visual impact.
Distributed antenna system (DAS) networks use a hub and spoke
architecture to connect base station equipment to a fiber -fed network.
The network consists of small radio access nodes (RANs), or microcells,
each with a multi -band antenna which can be distributed via existing
infrastructure.
DAS Architecture
Carrier 1
Carrier2
Carrier
CarrierX
Infrastruc art owned, opOa* dro onitored,and maintained by Crown Castle
Hub Equipment
I3TS
Interface
Rack
(BIR)
Fiber
Interface
Rack
(FIR)
Hub Power/Generator
Digital
Fiber
Backbone
0,5 Mile Radius
Microcells/Radio Access Node
10 Mlles Star
Configuration
Distributed Antenna System (DAS)
over single mode fiber.
www.crowncastle.com
ALTERNATIVE SITE DEVELOPMENT
Delivering Quality Coverage.
Enhancing the Brand Experience.
For venues where there are regularly a large number
of people trying to connect to a wireless network —
stadiums, convention centers, theme parks, resorts, or
private residential developments —providing reliable
wireless coverage means delivering an optimal brand
experience. For people who work at or visit these
locations, they expect text messaging and WiF1 to work
no matter where they are —inside or out. Fans at
sporting events want to be able to access the latest
scores or player stats. Families visiting theme parks
want to be able to connect with each other when they
are separated.
Wireless service providers are continuously battling
today's intricate capacity and coverage issues as
discerning customers demand and consume more
mobile content. Venues are under pressure to meet
these needs, while maintaining the aesthetics of their
facilities, preserving the beauty of an area, and
balancing tower citing and zoning rules.
Innovative Solutions. Compelling Benefits.
Distributed antenna system (DAS) networks provide a
sensible solution to wireless coverage and capacity
needs, and preserve premium campus real estate by
utilizing existing infrastructure such as buildings and
telephone and light poles: DAS enables venues to
offer quality cellular service from multiple carriers and
provide capacity improvements to anticipate large
fluctuations in crowd sizes.
As one of the largest shared wireless infrastructure
providers in the country, Crown Castle offers both
indoor and outdoor distributed antenna system
networks as part of our comprehensive portfolio of
wireless infrastructure solutions. Our DAS solutions
can provide:
• Seamless Integration with our tower and rooftop
assets.
• Neutral -host solution with flexibility to support
multiple carriers.
• Single point -of -contact with Crown Castle for
administration, development, deployment, and
maintenance minimizes the resources required by
the venue.
• A flexible, cost-effective, scalable solution which
should minimize future changes to the network.
• Crown Castle's in-house RF engineers can provide
custom evaluation and creative solution design
based on architecture and geography.
• Network Operations Center (NOC) 2417 site
monitoring systems to minimize distractions.
• Strong in -market resources and local relationships
streamlining the process and generally giving us an
understanding of each local market's unique
nuances.
CCgA°STLE
www.crowncastle.com
I
3. Operating and Management Plan
Crown Castle is a customer -focused organization with an in -market presence supported
by 23 district offices across the U.S. Crown Castle empowers its districts with all the
authority and discretion needed to effectively operate the business while providing
support from regional and national resources. Each district office is lead by a district
manager who has complete responsibility for the district assets. The district team
includes project managers, construction managers, project coordinators, property
specialists, structural analysts, and account executives. Their roles are to support and
manage customer licenses and installations ensuring projects are completed on time
and within budget, and that Crown Castle owned/managed sites continue to be easy to
access. This in -market presence has allowed our teams to develop longstanding
relationships with local jurisdictions and customers. Crown Castle leverages those
relationships to reduce the installation time of wireless carriers on our DAS systems,
rooftop installations, and tower sites.
A very effective tool that Crown Castle has developed and utilizes is a state-of-the-art
site inventory management system called CClsitesTM.
CClsitesTM contains more than
195,000 Crown Castle and non —
Crown Castle assets throughout
the United States. For Crown
Castle sites, this database goes
beyond normal property
management information to include
data on site readiness, actual
customer signal strength,
demographics, and capacity. For
competitive sites, this database
includes location, signal strength,
and demographics.
:CCISit(
CCIsites is a web -based toot that stores the key information on
our towers
. Includes:
— Tenantteases
— Ground leases
- Regulatory information
— RF si nal strength by carrier
— Demographic data
- Site readiness
— Competitive tiruetures
}
}
No m12I R•al Estate information
CCIAdvantaga
• Search Ring Analysis Tool — Comprehensive database used by carriers when they
are deploying new sites.
• Drive test database to proactively market sites to carriers with a coverage need.
• Allows carriers to submit an application to a site online.
• Detailed information on individual sites for SCIP (Site Candidate Information
Package) packages.
19
Technical Capability
Crown Castle has over 1,100 employees located regionally throughout the U.S. in 23
district offices. The South Area headquarters, located in Alpharetta, GA, has 40
employees to support the City of Miami and the South Florida District office. The
areas provide complete staff support including: service delivery, finance, property,
regulatory, licensing, legal, engineering, and field operations personnel. This staff
provides additional support to our districts in the daily operation of our tower assets
and support of our customer application process.
Crown Castle's Network Operations Center (NOC), pictured below, is located in
Canonsburg, PA, and is staffed 365 days a year, 24 hours a day with dedicated
employees utilizing the latest technologies and well-defined processes. Crown
Castle provides its internal and external customers with reliable and responsive
network monitoring and control services.
Network Operations Center Services
➢ Reporting and Analysis
• Service Messages to Customers
• Incident Feedback
• Weekly Reporting (Internal & External)
• Primary NMS - MicromuseTM Netcool ® Network Monitoring System
• Other NMS — COSS / Hark NOCTM / Eagle Monitoring / HP OpenView
/ Harris FarScanTM
Crown Castle has a Legal and Regulatory Department based in its Canonsburg, PA
headquarters with additional in-house counsel in Tampa, FL and Sarasota, FL.
20
Crown Castle has in-house attorneys and external counsel who are very familiar with
federal, state, and local laws, rules, regulations, and standards.
Crown Castle also has extensive experience with building, modifying, and
maintaining towers throughout the United States, including the State of Florida.
Crown Castle operates with strict adherence to all federal, state, and local laws,
regulations, and standards:
• Crown Castle employs an internal team of over 30 engineers with PE certification
in 45 states, including the State of Florida. Crown Castle also utilizes external
engineering vendors that provide stamped structural analysis and construction
drawings that meet required federal, state, and local building codes.
• Crown Castle is recognized as an industry leader for maintaining tower locations.
This is possible through a centralized Network Operations Center and
approximately 120 Field Operations Technicians, 7 of which are located in
Florida. Additionally, Crown Castle complies with EIA/TIA 222 recommended
climbed inspection schedules and maintains FAA tower lighting and monitoring
requirements.
• Crown Castle's in -market teams have hands-on knowledge of local jurisdictions
and understand the unique nuances and intricate details of each local market.
Crown Castle's Property Specialists' relationships with local jurisdictions and
first-hand knowledge of the various zoning codes helps to ensure compliance
with all zoning and permitting regulations.
• Crown Castle's internal regulatory specialists help to ensure regulatory
compliance with (but not limited to): FAA, FCC, AM Detuning, Phase 1, NEPA
(state historic, endangered species, flood plain, wetlands, designated wilderness
areas, wildlife preserves, Indian religious sites, tower lighting, frequencies, and
power). In many cases, they work one-on-one with applicable agencies to make
sure compliance is met.
• Crown Castle also conducts regular training sessions and has developed
extensive computer systems and software to help facilitate the proper adherence
of federal, state, and local laws, rules, regulations and standards.
Non -Discriminatory Policy
Crown Castle is committed to maintaining a work environment in which all persons
are treated with dignity and respect, and free of any form of illegal discrimination.
Safety
Crown Castle is proactive in protecting its employees' safety and health. By having a
comprehensive safety and health program, coupled with targeted training, we believe
we are succeeding in accomplishing this goal. The following list of key elements
outlines the basic structure of our program; this safety program is under continual
review and improvement.
> Safety Meetings
Safety meetings are conducted for Crown Castle's employees in all of our
regions by the project managers and implementation coordinators.
> Training
Crown Castle works closely with our vendors to provide training to our field
personnel. The following is a list of some of the training programs that have
been conducted:
• Lockout/Tagout
• Fire Protection
• RF Training
• Hazard Communication
> Fleet Program
Crown Castle has implemented the FleetSafe program with the help of
FleetSafe Corporation. This program is designed to monitor our drivers
throughout the country. This program consists of stickers on all vehicles that
contain an 800 number to call to report an incident or unsafe driving
practices. Allcalls are screened to ensure their legitimacy and any incidents
appear on a monthly report generated by FleetSafe. This report is then
reviewed by Crown Castle, which pursues any corrective action required with
the driver and his or her supervisor.
➢ Safety Committee Meetings
Safety Committee meetings are held monthly. Representatives from Crown
Castle's management and line employees attend these meetings. These
meetings look at ways to effectively eliminate potential causes of
accidents/violations before they occur. In addition, the group conducts
structure and work site visits, recommendations are made for any
deficiencies that are noted, and follow-up is conducted to ensure the
deficiencies are corrected. Any accidents are also reviewed at this meeting.
The Pennsylvania Department of Labor and Industry certified Crown Castle's
Safety Committee and gave the company a 5% reduction in our worker's
compensation rates for that state.
22
•
4. Marketing and Solicitation Services
To successfully market the City's sites, solid planning, Tong -term experience, a wide
network of customers, and constant follow-through are required. Crown Castle has done
it for many others, and we can do it for the City of Miami. Here is how we will do it.
Project Kickoff Meeting
We start with a kickoff meeting with the Crown Castle team and the City's team. The
Crown Castle South Florida District Manager will review with the City's team our
processes for each step of the process of equipment installation including the following:
• Asset integration into CClsitesTM
• The City's access to CClsitesTM
• Maintaining tower records
• Application
• Structural review
• Modifications
• Licensing
• City & Crown Castle approvals
• Notices to proceed
• Construction management
• Punch walk inspection
• Closeout documentation processes
The City of Miami Asset Integration to Crown Castle Systems
Crown Castle will integrate applicable City of Miami assets (i.e., sites) into its on-line site
location tool called CClsitesTM in preparation for marketing to wireless
telecommunications providers.
Marketing Strategy
As stated above, we are in constant contact with all of the major and smaller service
providers who count on us to help them acquire sites and install equipment. Once the
City's assets are integrated into Crown Castle's CClsitesTM site database, Crown
Castle's account executives will notify wireless carriers and site acquisition firms in
Florida that these new sites are now under Crown Castle's management and available,
and we will provide them with a detailed list of sites and locations, as well as notify them
that these sites are currently viewable in our CClsitesTM web application.
Crown Castle's account executives will make targeted visits to review the information
below with the major wireless carriers operating in Florida and will also do so during their
regular visits and conversations as a regular course of business.
23
Crown Castle Due Diligence Packages Include:
Geotechnical Report / Survey / Tower Drawings / Foundation Drawings / Site Plan /
Elevation Drawing / Ground Lease / Title Report / FAA Determination / FCC
Registration / NEPA / Phase 1
Crown Castle SCIP Includes:
Site Address / County / Photo / Latitude / Longitude / Structure Type / Structure
Height / Ground Elevation / FCC ASR# / Maps / Open Centerlines / Compound Size /
Lease Size / Power Company / Power Company Phone # / Telco Provider / Site
Phone Number / Jurisdiction Type / Jurisdiction Name / Alternate Crown Castle Sites
Within a 5-Mile Radius
Additional CClsitesTM Advantage / Design Tools:
• RF Signal Strength by Carrier
• Demographic Data
• Site Readiness
• Competitive Structures / Site Identification Tool
Application Review Process
Applications will follow the Crown Castle application process, with certain adjustments to
ensure timely approvals as required by the City. Crown Castle will have structural
analysis ordered upon entry of the application (where applicable). After internal Crown
Castle approval (asset, property, & regulatory) and the City approval, our licensing team
will create the specific license required to meet customer, City, and Crown Castle
requirements. After the license is executed, zoning, permitting, and construction
drawings are approved. Crown Castle will then manage the construction of the site.
Reports and Project Control
Incident and problem reporting is consolidated/coordinated by Crown Castle's Network
Operations Center (NOC) from information supplied by field personnel and/or
information provided via the toll -free number to the NOC. As noted above, the NOC
issues and tracks trouble tickets, dispatches Crown Castle personnel, notifies customers
and landowners, incident feedback, and weekly reporting. Crown Castle's Field
Operations Technician will coordinate with the NOC to provide an incident report to meet
the City's requirements.
In addition to the survey, we have a Landlord Relationship Management tool used to
manage and track landlord activities, renewals, contacts, etc. Crown Castle also has a
Landowner Call Center to help resolve any questions and concerns they may have.
Crown Castle also tracks our application cycle time by each application for every
customer by district. The milestones that we measure are identified in the flowchart for
our application process above. Our experience has shown that faster cycle times
24
correlate directly to improved customer satisfaction. By monitoring our landlord
performance, our customer satisfaction, and our internal cycle time, we maintain a
holistic view of our performance to ensure a quality product is delivered on a timely basis
while processing high volumes of applications (over 16,500 in 2009).
Specific Tasks and Timelines
The RFP contains a list of specific services the City is requesting. Crown Caste is
prepared to perform all of the services within the timelines established by the City.
A. Phase I — Pre -Solicitation Due Diligence and Analysis (Estimated time frame: 30
days)
1. Collection of City Property Information
Through its many years as a leader in the wireless infrastructure industry, Crown
Castle has the knowledge of the property information and documentation
required to successfully solicit interest and ultimately execute licenses with
wireless carriers/operators.
Task — Gather due diligence/documentation to build electronic site files for
properties focused on documentation needed for site solicitation and
expeditious site licensing to third parties, including but not limited to:
• Specific location details
• Available ground space
• Expected timelines of zoning/government/regulatory approvals
• Feasibility of construction, nearest utilities, access details, etc.
• Evidence of land ownership and Crown Castle's rights to develop, legal
description of property, and title work
Below is a screenshot of how the electronic file would appear for Crown
Castle's use in support of the solicitation of properties and negotiations with
third party licensees.
25
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a. Review and Prepare Revenue Assessments/Projections
Crown Castle's goals are aligned with those of the City of Miami: to define a
clear path to revenue through wireless infrastructure. With every project, we
conduct a thorough analysis to ensure we are optimizing the revenue
opportunity. This is achieved through careful consideration of variety of
components including:
• site location and relativity to other infrastructure
• predicted carrier need through drive test data
• market pricing vs. site -specific pricing for high -demand sites
Task — Analysis of potential revenue evaluation and related property
prioritization:
26
r-
APPENDIX A
Resumes
Crown Castle
RESUME BRIEF
Chris B. Moffett - President, South Area
Bio
Mr. Moffett has served as President of the South Area for Crown Castle since April, 2006. Prior to this appointment, Chris
served in a variety of leadership positions within Crown Castle including international acquisitions and commercial
management. Chris has been with Crown Castle since May, 2000. Before joining Crown Castle, Chris worked with Archon
Group, Goldman Sachs' real estate management arm, where he focused primarily on portfolio management.
Work Experience
•
April,.2006 - Present
Crown Castle USA Inc. - President, South Area
•
February, 2003 - April, 2006
Crown Castle USA Inc. - Director of Finance, South Area
•
August, 2001- January, 2003
Crown Castle UK - Director, Business Analysis
•
May, 2000 - August, 2001
Crown Castle International Corp. - Director, International Development
•
August, 1997 - April, 2000
Archon Group (Seconded to Trillium Group) - Portfolio Director
•
August, 1996 - August, 1997
Archon Group (Wholly owned subsidiary of Goldman Sachs) - Portfolio Mgr.
•
August, 1995 - August, 1996
Archon Group - Loan Asset Manager
•
November, 1993 - August, 1995
Archon Group - Portfolio Analyst
Education
• American Graduate School of Int'I Mgmt ("Thunderbird") - Master of Int'l Mgmt - August, 1993
• London School of Economics and Political Science - Master of Intl Accounting & Finance - August, 1992
• A. B. Freeman School of Business, Tulane University - Bachelor of Science, Management - May, 1991
Current Experience/Achievements
• Responsible for the strategic operation of over 5,600 telecommunication sites including towers, rooftops, and distributed
antenna systems (DAS) across the Southeastern U.S. and Puerto Rico with annual revenues of nearly $500M and EBITDA
of over $340M.
• Exceeded EBITDA and recurring cashflow targets every year by maximizing opportunities and expanding our relationship
with customers.
• Improved employee satisfaction ratings by an average of 24% with "Confidence in Leaders" and "Clear & Promising
Direction" increasing in favorable responses from 70% to 90% and 66% to 94%, respectively.
• Average annual employee turnover of less than 6%.
• Improved customer satisfaction in every dimension (except pricing) with particular focus on customer's perception on
cycle time, Crown Castle's communication with customers, and employee responsiveness.
• Breeding ground for leaders - Approximately 13% of non -South Area directors originated from the South Area.
• Achieved headcount efficiencies of 9% through training, enhanced systems, data integrity, and employee empowerment.
• EZ App - Championed the development of a more efficient way to do business with our customers. T-Mobile and
MetroPCS have adopted this product nationwide.
• Rooftop - Served as project champion for the augmentation of our rooftop business from product development to improved
operational processes/procedures to acquisitions.
• 3rd Party Maintenance Services - Directed the offering of this service to other tower owners in order to drive higher
utilization of field force with margin -producing activity (margin expected to exceed $500k in 2011).
Crown Castle
RESUME BRIEF
Joseph W. Ernest - Director of District Operations, South Area
Bio
Mr. Ernest currently oversees the 5 South Area Districts with responsibility for all customer -related activity including carrier equipment
installations, tower upgrades, and associated service revenue on 5,000+ assets. For the past 12 years he has served in various roles within
Crown Castle with responsibility for asset management, tower repair and maintenance, regulatory, engineering services, product
development, and business development. Accomplishments include leading process automation and workflow initiatives which have resulted
in significant improvement in productivity, efficiency, and customer satisfaction. Prior to joining Crown Castle, Mr. Ernest spent 10 years
with AT&T Mobility (BellSouth Mobility) with focus on engineering operations and new tower development, leading multiple wireless
system launch initiatives encompassing large-scale wireless switch, cell site, and microwave installations and enhancements.
Work Experience
•
1999 —Current
Crown Castle USA Inc. — Director of District Operations, Director of Tower
Operations, South Area
•
1989 —1999
BellSouth Mobility —Network Operations Manager, Construction Manager
Education
• Auburn University— B.S. (Building Science) —1979-1984
Current Experience/Achievements
• LEADERSHIP: Developed Crown Castle's South Area Asset/Engineering and Tower Operations leadership teams to become customer -
centric based on a culture of trust, autonomy and empowerment, realizing a sustained improvement in both employee satisfaction and
customer satisfaction. Integrated the Florida and Puerto Rico Tower Operations teams, effectively growing the organization with
functional capabilities to manage a 100% increase in asset base through multiple integrations to over 5,600 tower sites, an R&M Budget
of >$9m and a Capital Budget of > $4m.
• ENGINEERING: Upon doubling the tower asset base in 2007, created efficiency within the Asset/Engineering team, managing a 33%
growth in customer application volume to over 5,000 annually, a 14% growth in structural analysis to over 3,700 annually and 100%
growth in CAD work orders while reducing headcount by 33% and application processing time by 50%.
Led a Data Quality Initiative, establishing site prioritization guidelines and developing a $3.5m Budget to facilitate the procurement of
documents critical in the processing of customer applications.which significantly impacted the aforementioned reduction in application
processing time.
Implemented a Structural Integrity Program, coordinating the resolution of over 1,100 towers. Developed best practices which govern
tracking, prioritization, escalation and budgeting, ensuring effective ownership and accountability while facilitating executive
management visibility and oversight. Developed and implemented a preemptive, proactive program to ensure the effective resolution of
critical structural and maintenance issues related to towers within identified hurricane zones.
• TOWER OPERATIONS: Led the Tower Operations team in the development and implementation of Crown Castle's Site Condition
Standards, establishing trouble ticket classification and prioritization guidelines to ensure effective resolution and budget forecasting
while efficiently managing resources and facilitating sound business decisions.
• PROCESS LEAD ROLE: Developed the overall Vision and Roadmap for Crown Castle's "Manage App"Process which encompassed
application process automation (BPM), configuration management, structural evaluation and data integrity.
Ensured the successful launch of Crown Castle's 'EZApp"Pilot, establishing data integrity plans and guidelines, coordinating formal
classroom training and training aids, developing communication and marketing material and establishing tracking and analysis
methodology. Through this pilot program, revisions were reduced by 37%, services take rate increased by 48% and service revenue was
recognized 32 days faster versus traditional methods.
Led the Structural Analysis Automation Initiative contributing to a 100% reduction in cycle time through the automation of the
Engineering data relevant for load analysis into RISATower. Developed business case analysis required to approve the associated $350k
budget.
Established the Configuration. Management Engineering Data Flow Project Vision and led the implementation of the CAD Automation
Initiative which resulted in a reduction in engineering and licensing data discrepancies, eliminated task redundancy, added processing
capacity and reduced internal labor cost through drafting automation.
Drafted A &E Drawing Program designed to leverage current internal Crown Castle CAD data and external Crown Castle Preferred
Engineering resources in order to increase our competitive advantage and provide our customers a value-added alternative to third party
A&E Services by reducing cost and cycle time.
r. .
r
Crown Castle
RESUME BRIEF
Robert W. Leonard, III — Sales Director, South Area
Bio
Mr. Leonard has over 15 years of wireless telecommunications experience: 12 years with Crown Castle and 3 years with a
major carrier and an engineering consulting company. During his time with Crown Castle, Mr. Leonard has served in a variety
of roles ranging from Project Management to Sales. Mr. Leonard is currently the Director of Sales for the South Area with
primary responsibilities including generating new recurring revenue, managing customer relationships, identifying and securing
new business development opportunities, managing a remote sales staff, and related reporting functions for quarterly and
annual budgets. With a target revenue budget of over $7 million, Mr. Leonard has consistently met or exceeded budget.
Through a vast network of relationships, Mr. Leonard and his field sales team have successfully negotiated numerous deals to
support the organic revenue growth of the South Area and ultimately Crown Castle.
Work Experience
•
April, 2007 — Present
Crown Castle USA Inc. — Sales Director, South Area
•
May, 1999 — April, 2007
Crown Castle USA Inc. — Sales Director, Sales Manager, Project Manager
•
September, 1997 —May, 1999
Edwards and Kelcey Wireless, LLC — Consultant/Project Manager, Project
Manager
•
August, 1996 — September, 1997
Edwards and Kelcey, Inc. — Engineer
•
March, 1995 — April, 1996
Simonoff & Staigar Associates, Inc. Consulting Engineers — Engineer
•
September, 1983 to May, 1992
Siegmund & Associates, Inc. Consulting Engineers — Resident
Engineer/Senior Construction Inspector
•
1982 — 1983
Lee Pare & Associates, Inc. Consulting Engineers — Construction Inspector
Education
• Newark College of Engineering, New Jersey Institute of Technology— B.S. Civil Engineering —1992-1996
Current Experience/Achievements
• Responsible for the South Area sales markets, with a primary focus on generating over $14M annual in new recurring
revenue. Responsible for developing long term relationships with customers who support revenue growth and marketing
the existing portfolio of sites. Manage a team of market based Account Executives who foster customer relations at
specific market level.
Crown Castle
RESUME BRIEF
Marsha Boodoo Berry — Account Executive, South Florida District Office, South Area
Bio
Mrs. Berry has worked in the wireless industry for the last 5 years. For the first 2 years, Mrs. Berry provided support as a Sales
Coordinator for the South Florida market. Benefitting from the experience of that role, she was promoted to Account Executive
for South FL. Over the last 3 years, Mrs. Berry has established and nurtured customer & carrier relationships with an emphasis
on growing wireless solutions and generating new business within the South Florida market. Apart from marketing & leasing
of existing towers, Mrs. Berry has worked extensively with the carriers on new tower builds, rooftops, and also DAS initiatives.
With a commitment to meeting annual target budgets for recurring revenue and services, Mrs. Berry has worked with her peers
in the South FL District to ensure the successful completion of projects to recognize revenue within schedule.
Work Experience
•
August, 2008 — Present
Crown Castle USA Inc. — Account Executive — South Florida District Office
•
2006 — August, 2008
Crown Castle USA Inc. — Sales Coordinator — South Florida District Office
•
2004 — 2006 .
Knight Quality Stations — Traffic Coordinator/Asst. to Broadcast Operations
•
2003 — 2004
Monraj Inc. — Sales Associate
•
2001 — 2003
Joe Natural, St. Thomas VI — Region Manager
•
1998 — 2001
University of the West Indies, St. Augustine Campus, Trinidad — Library
Assistant II
Education
• FAU — Certificate in Sales Management — 2009
• Florida State — Real Estate Pre -license Certificate — 2008
• University of the West Indies, St. Augustine Campus, Trinidad — Bachelor of Arts in French Language & Literature
w/Minor in English. Pursued supplemental coursework in Sociology, Psychology, History, & Music —1998
Current Experience/Achievements
• Secure new recurring revenue to meet or exceed quarterly sales budget.
• Promote Crown Castle as the preferred tower company by nurturing strategic relationships with South Florida contacts for
major carriers, site acquisition teams, and associated industry support providers.
• Maintain a thorough understanding of owned & competing assets in the South FL market to increase market share.
• Partner with operational teams to deliver on customer commitments to grow customer satisfaction.
• Advocate for customer priorities & resolution to customer concerns and issues.
• Accurately maintain sales financial dashboard and work with cross -functional teams to ensure timely processing of
quarterly priorities.
• Stay abreast of technological advancements and customers' plans to expand and improve networks.
Crown Castle
RESUME BRIEF
Stephen M. Jastermsky — District Manager, South Florida, South Area
Bio
Mr. Jastermsky has 11 years of tower industry experience, serving as the District Manager for Crown Castle in South Florida
for the past 4-1/2 years. He is responsible for all district operations on a 542-site portfolio. An assertive cultivator of strategic
partnerships, Steve is the district leader of customer facing project and construction teams tasked with evaluating collocation
requests, managing structural modifications, and performing carrier installations to efficiently maximize asset yield. He also
facilitates comprehensive cross -functional deployments, proactively resolving issues impacting district licensing and service
revenue, asset integrity, and customer speed -to -market objectives. Steve's prior responsibilities with Global Signal and
Pinnacle Towers included Project Manager, Lead Project Manager, and Regional Manager of Tower Leasing.
Work Experience
•
2007 — Present
Crown Castle USA Inc. — District Manager — South Florida District
•
2005 — 2007
Global Signal— Regional Manager, Tower Leasing & Lead Project Manager
•
2000 — 2005
Pinnacle Towers LLC — Collocation Project Manager, Business Development
Coordinator, & Technical Sales Support/Installation Coordinator
•
1991— 2000
Bishop Adjustment Service, Inc. — Director of Investigation
•
1990 —1991
Florida Claims Bureau, Inc. — Director of Investigation
•
1988 —1990
Equifax Services — Claim Director
•
1986 —1987
Murray Industries (Chris-Craft Boats) — Executive Protective Services
•
1980 —1986
Stratford, Connecticut Municipal Police Department — Police Officer
•
1978 — 1979
Sikorsky Aircraft — Security Officer
•
1981-1982
Connecticut Army National Guard Rifle Team — Sergeant
•
1974 —1977
U.S. Marine Corps - Corporal
Education
• Middlesex Community College —Criminal Justice Studies/Connecticut Law Enforcement Certification —1980
• U.S. Marine Corps Military Police Academy — Military Law Enforcement Certification —1975
Current Experience/Achievements
• Responsible for South Florida District operations on 542-tower site portfolio. Leader of customer facing project and
construction teams tasked with evaluating collocation requests, managing structural modifications, and performing carrier
installations to efficiently maximize asset yield.
• Comprehensive cross -functional deployment facilitator, proactively resolving issues impacting district licensing and
service revenue, asset integrity, and customer speed -to -market objectives.
• Actualized $5+ million in 2010 construction services revenue, netting $3+ million gross margin, representing a 124%
increase over 2009.
• Assertive cultivator of strategic partnerships, fostering positive inter -departmental motivation by overcoming obstacles to
communication and production, and effectively managing resources.
Crown Castle
RESUME BRIEF
Luis E. Catasus, PMP Project Manager, South Florida District, South Area
Bio
Mr. Catasus' cross -functional experience spans over 20 years with emphasis on Real Estate and Project Management. He has
served as a Project Manager for Crown Castle since November, 2011. Prior to that, Mr. Catasus served as a Special Projects
Manager for FPL FiberNet for the South Florida market. He has a Bachelor of Science degree in Business Administration and
is a Licensed Real Estate Broker, Community Association Manager, and is PMP certified (Project Management Professional).
Work Experience
•
2011 — Present
Crown Castle USA Inc. — Project Manager, South Florida District
•
2009 — 2011
FPL FiberNet, LLC — Special Projects
•
1995 — 2009
Distinctive Consultants — Managing Member
•
1999 — 2003
BellSouth Telecommunications - Project Manager
•
Licensed Real Estate Broker, Community Association Manager, Mortgage
Broker, Title Agent
Education
• Suffield University — Bachelor of Business Administration
• Project Management Professional (PMP) Certified
• Affiliated with Project Management Institute (PMI) and the Building Managers & Owners Association (SOMA)
Current Experience/Achievements
• Responsible for the management of project teams across multiple jobs providing contracted services to customers (e.g., RF
design, site acquisition, A&E services, land use planning, zoning and permitting, tower modifications, collocations, and
cell site construction). Ensure project is completed according to mutually agreed upon timeline of customer and Crown
Castle and in accordance with Crown Castle policies and procedures. Responsible for the management and coordination
of team members in obtaining and maintaining all documents related to modification, collocation, and construction of
towers (e.g., structural analysis, lease, title, applicable permits, soil samples, regulatory approvals, or others as required).
Ensure District Manager and customers are aware of issues that will impact project completion or cost.
Crown Castle
RESUME BRIEF
Alicia Hansbrough — Regulatory Specialist, South Area
Bio
Ms. Hansbrough is currently employed at Crown Castle as a Regulatory Specialist. She has 8 years of experience in the
telecommunications/wireless industry including Alltel and Verizon Wireless. As a Regulatory Specialist, Alicia is responsible
for reviewing and ordering environmental, NEPA, SHPO FAA filings, and other regulatory documentation for proposed
collocations and new tower construction. Alicia also ensures asset management standards and procedures are properly
implemented and regulatory compliance is maintained. She researches, analyzes, and responds to inquiries from internal and
extemal customers for site regulatory information. She has strong attention to detail, organizational skills, and interpersonal
skills. Experience includes, but is not limited to, preparation or review of FAA forms (7460) and lighting regulations, Form
854, support documents such as site surveys, Phase I's and Phase II's, Airspace Consultant reports, etc.
Work Experience
•
2006 — Present .
Crown Castle USA Inc. — Regulatory Specialist
•
2005 — 2006
Crown Castle USA Inc. —Project Coordinator
•
2001 — 2005
ADP — Automatic Data Processing (Benefit Services Division) — Project
Specialist
•
2000 — 2001
Verizon Wireless — National Operations Coordinator
•
1999 — 2000
Alltel/Manpower — Customer Service Representative
•
1995 — 1999
Inacom Information Technology — Warranty Claims Analyst
Education
• National Education Center — Graduate Certificate —1995
• Interactive Learning Systems — Graduate Certificate —1990-1991
• Professional Development Courses: Project Management & Six Sigma
Current Experience/Achievements
• Provide guidance and training to field personnel regarding regulatory compliance. Review and when necessary; order
environmental, NEPA, SHPO, FAA filings and other regulatory documentation for proposed collocations and new tower
construction. Review and prepare documents to track compliance with regulations and Crown Castle's policies.
Crown Castle
RESUME BRIEF
Oswaldo M. Martinez — Operations Technician/Field Specialist, South Area
Bio
Mr. Martinez has more than 10 years' experience in the wireless industry. In his current role, he is primarily responsible for
keeping the site compounds maintained and ensuring that tower lights are properly lit. His experience includes performing
work in the following areas: final site inspections, overseeing work performed on co -locations and at rawland sites to make
sure work was being performed according to specifications, maintenance and coordination of subcontractors, enforcing safely
policies, and performing bid walks for future site development.
Work Experience
•
May, 2004 — Present
Crown Castle USA Inc. =Operations Technician/Field Specialist
•
March, 2000 — May, 2004
Carrick Contracting Corporation — Superintendent, Site Development
•
May, 1999 — March, 2000
Ed Morse Chevrolet — Assistant Warehouse Manager
U.S. Army 91 Alpha Combat Medic
Education
• North Miami Sr. High School - Diploma
Current Experience/Achievements
• Meeting Project Managers on -site to indicate location of collocation of wireless customers and checking the progress of
work. Conduct final inspections with general contractors and Project Managers. Maintenance of tower lighting and
compounds.
APPENDIX B
Letters of Reference
1
at&t
October 10, 2011
5841 Bridge Street, East Syracuse, NY 13057
To Whom It May Concern:
Crown Castle has performed wireless site development across New York State through the New York
State/Crown Castle wireless management agreement. Their performance was completed very
professionally and their expertise was instrumental in getting AT&T's wireless facilities on air.
I would highly recommend Crown Castle to perform services on any future wireless infrastructure
projects.
AT&T Mobility, Upstate NY
Gary Weiss
Area Manager —Construction & Engineering,
Real Estate & Construction Team
UTDc).
October 6, 2011
To Whom It May Concern:
Tower Development Corp.
200 Clarendon Street, 34th Floor
Boston, Massachusetts 02116
Tel: 617 316 6145
Fax: 617 316 6224
Over the last 2 years, Crown Castle has developed over 160 sites and manages
over 300 sites for Tower Development Corporation. To date, we have found that
Crown's performance in all aspects of our agreement has been more than
satisfactory. Their deployment and ongoing maintenance of our assets has
proven to he very timely and professional. We would highly recommend Crown
Castle to others in the deployment of similar projects.
Elizabeth L.0o fr an
Secretary, Tower Development Corporation
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE S1TRET
(In thousands of dollars, except share amounts)
-ASSETS
Cmazzt assets;
Cash and cash egmvands
Restricted cash
Receivables net of allovranCe of $5,683 and $5 497, mayPrepaid expensed
Deferred income tax assets
Deferred site rent31 receivables and other current assets, net
Properly and equipment, net
Site remal contracts and customs relationships, net
( omeii.fiai' hle aa�efa net ;`
Defied. site renialreceavablrs, Lang -term prepaid rent, deferred financing costs and other assets
i ( Total assets
MAMMIES TEES AND EQUITY
Current lia)x l s
Aaxoums payable
Ac ned interest
Deferred rummies.
Iafaeitrate SMaps
Other accrued liabilities
Sin t tee debt, cu nenlnzatmmbedof debt and other obligations''.
Total current liabilities
Debt and other long of
Defrd income tax liabilities
Defeued ..gr°ond lease bint$rst ate and of erliabi1iti
.,.;,,
Total liabrlitics
Commrfinents and corifmgencies (no:e 14) -
Redeemable _, stock, $0.1 par value; 20,000,000 shares authorized; shares issued and
outstanding: December 31, 2010 and 2009--6,361,000; stated net ofunamortized issue costs;
mandatary redemption and aggregate liquidation value of $318,050
CC1C Ito ih 1dts5
Coon stock, $.01 par value; 6010,000,000 shares authorized; slimes issued and
outstanding December 31, 2010-290,826,284 and December 31, 2009-292,729,684
Additrr i paid m r ij
Accumulated Mbar comprehensive income Coss)
ACti�m]S defrt it
Total CCIC stockholders' equity
Total equity
Total liabilities and equity
December 31,
2010
2009
11.2,531 .: $ , 766,146
221,015 213,514
59,912 44,431
65,856 68,551
59,098 76089
26,73
3 27,302
-545145 1,196,033
4,893,651 4,895,983
2,029,296 1,984,804
2,197,378 2,302,256
11.6551 103166
687,508 474,364
10,469,529, :$ :10,956,606
39,649 $ 33,053
65,191 69 476
202,123 179,649
.. 5198 160,121
100,037 94,610
.8,687 ., 217,146;
440,885 754,105
6,750 207 6,361;951
66,686 74,117
450 176 514,691;
7,707,954
7,704,867
316,581 315,654
2,908 2,927
5;581525 S b$5 874
(17078) (124,224)
(2 9�60 082) (2,6211335)
2,445,373 2,936,241
(379) {1$5)
2,444,994 2,936,085
10,469 529 ;'$ ;.:10,956,606._
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thansands of dollars, except per share amounts)
Years Ended December 31,
Net revein es:
Site rental
Netwar;r Setvides
Costs of operations():
Site rental
Network aetvices and other
szid admmisizattsa±
Asset Sri -down charges
Aequ siiien and rntegtation costs
Depreciation, amortizatiaa and accretion
Tot$1.ogeratmg'eses
Opxating income ass)
interest else and amoronef d*tiefeued financing costs ; ::
Impediment of available -fog -sale sem:rides
�s (lasses) on and. of d fi t pmcLases .
Net On (loss) on interest rate swap
Interest and otbti hnco*(awe)
Income (loss) before income taxes
E nefrt (prasnsron)_faimcame taxes
Net income (loss)
I XSS Het ix come (loss) attnblii ble to the noni ittollr
Net income (loss) afiilr.i able to CCIC stockholders
DDDividetbds anpre stock
Net income (loss). attributable to CCIC stockholder after deduction of dividends on
piefrafed stock $ (331,746) S
Net income (toss) ` 3 (311;739) 5.:
Other comprehensive income (loss):
Available -fa sots seauities iaet of taxes of S4 SO aibd So-
Omralized gams (losses), net of taxes
Amam>a.diediief oftaxes
Derivative instruments, net of taxes of S(14,997), S60,324 and S48,879:
Net change an faivahie of°cash flow b ' in , i et of tazne3 {i40194)
56,890
27,968
2010
Z009
2008
1,700,761 S 1,543,192 $ 1,432,559
177 897 _ , 142,215 1_23,945
1,526,504
1,878,658
1,685407
467136 . 456 560 456,123.
114,241 92,101 12,452
165,356 ..153 072 149,586
13,687 19,237 16,888
540,771 529,739 526,442
1,303,293 1251,416 1,233,995
575,365
(138,367)
(286,435)
433,991 292,509
" (445,882) .:,: (354114)
(55,869)
(91 U79)
(92,966)
S413
• .42
(37,888)
2,101
(338,105)
(190,523) (153,219)
26 846 76403 104,361,:
(311,259) (114,123) (48,858)
(319).: 209
(310,940) (114,332) (48,858)
interest .•.
Amounts reclassified into results of operations, net of taxes
Foreign 3 translation adjuiin ts
Comprd ensive income (loss)"
Less Cw re tnisive inc one dos) atiribolable to the noacoriizolimg mderest :: .
Co live income (loss) attributable to CCIC stockholders
Net income (loss) attributable to CCIC afterdeiiichon of
dividends anpreiriredstock,per cahnhiriau basicahxiifihrted
Weagtited-average common shams outstanding —basic and diluted (in thousands)
738
(135,138) $ (69,664)
(I14,123)
(55,869)
55,869
•
20 789 (392,993)
154,891 6,949
4I 399. :(48,451)
(365,917)
169,755
0.13)
169,773 S
(a) Exclusive of iaticn, amortization and accretion shown separately.
•
(483,353)
(483,353)
282,007
CROWN CASTLE INTERNATIONAL CORE AND SUBSIDLAR1ES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of dollars)
Yea Ended Ilecember 31,
2910
2009 2008
Cash flows from operating aciivi es.
Net income (loss) $ (311,259) S (114,123) $
Adjusfnenffi to rebancile net income (lass) to net cash proyidedby(used far)
I
De ation, amortization and accretion 540,771 529,739
91,07y
Gams(los�es) �p*a rh9esandrede�phon9oflong�ilebt 338,3b7.
Amortization of deferred f" g and other norm -cash interest 85,454 61,357
Staa
:.. - 36,540 . 29,225
k�ssed co ,
Asset write -down charges 13,687 19,237
DeferredmrAmetegbenefit(graysion) . (26,196) (74419)
Income (expense) from forward -starting interest rate swaps 286,435 90,302
1mp4of avant) a -for -sale secrn�es , - ... .
Other adjustments 857 821
I
Changes in.** and iiit* ies, esc1 rbni lire e%ts of argmsitions:
Increase (decrease) in accued interest
Increase (deaPase) hiacc ountspayab1e
Increase (decrease) in defied revenues, deferred grad lease
payables, other accrued liabiitie3 and other liabaliti s
Ilearase [ ) miecetvables
Decrease (increase) in prepaid expenses, deferred site rental
receivables, long-termprepaid rem restricted cash and other
assets
Netcsshpiavidedby(risedfar)opezating aCtiVitiet :;-.'b03439: ;:571,256. 513,001.:
Cash flows from investing activities:
Pmcc dsflour3rspasiti*not3ropttyand,4np ;:. ,3092 . 3988 ': :1,855.
Payment for acgi isrtrons of businesses net of cash acquired (134158) (2 598) (27,736)
...' {228,058) ;:(173 55) (459,732)
Payments for investments and other (26,825) i -
, ' '.;, '-I.:: ::;::::; .-:_,...1•Nei cash piavided by (nse_d for)investing actiprties . : (390-949) > (172,145) ::. ::;(476,613)
I
Cash flows from financing setmt es:
Proceeds from isstance of long t debt
Proceeds from iecnAnrp of capital stock
payments on debt ara otheikng term obli;gsfious,
Purchases and redemptions of long term debt
phurhaaes ofcaprtalstack
Pa 'meat t ravot aj; c
Payments for freanring costs
Payim n1s fnr forxvard startntg anteiest rate pep 413eme04
Net (ruaease) decrease in restricted cash
Divicleilds ou pied stock
Net cash provided by (nsed for) financing activities
Effect of ezchaaga rate chasgts on cash
Net increase (decrease) in cash and rash equivalents
C.?0..2.0.0*.414Y*4*0#00.4
Cash and cash equivalents at end of year
Borrowings raaler revolving credit agreements
52,705
(1,703)
39,012 9,317 80,701
(11653) (4,830) . (5,019)
(4,285)
1,702
(48,858)
526,442
(42)
24,830
25,896
16,888
(113,557)
34,111
55,869.
(1,745)
(1,031)
(2,564)
(186,002) (117,460) (78,929)
3,450,000 2,726,348. -
18,731 45,049 8,444
(6,500)
(3,541,312) (2,191,719) (282)
(159 639) (3r003) : (44,685)
157,000 50,000 94,400
¢19 400) ::
(59,259) (67,760) (1,527)
(697 821) (36 670)
11,953 (62,07,1) 17,745
,'. (19 879). ;_(19 878) , (19,878)
(866,624)
214,396 47,717
528:. : (2580).:::
(653,615)
610,927 79,974
766146 155,219 75,245
112,531 3 766,146 S 155,219
APPENDIX D
2010 Annual Report — Crown Castle International Corp.
Through the combination of tools to conduct the analysis referenced above,
Crown Castle will create a prioritized report of the City of Miami's properties.
This report will steer solicitation and marketing efforts to those properties with
the highest potential for revenue and the fastest process cycle time to realize
that revenue. Some of the tools used for this task include:
• Market knowledge offered by Crown Castle's tenured local team based in
South Florida
• Demographic data collected through CClsitesTM (see "Demand Analysis"
snapshot below)
• Guidance/documentation about construction feasibility from information
obtained in Step 1 above, Collection of City Property Information.
Crown site 8020_2576/City of Miami
ID: Simpson Park Garden Center
27
DEMAND ANALYSIS
OPPORTUNITIES BY POP TIER
(Sample)
2'7POP- IE-
rigtEZ
, ITES
_Wgr
R y
tTO7 OP MR
SSITES DRNEK
W TOT qr g
, -Growth ,
DRNEN
e —
`
1
0
0.000/0
0
0
2 Urban
16
15
93.750/0
33
2.20
0
3 Suburb (+)
17
14
82.35%
12
0.86
0
4 Suburb
32
29
90.63%
46
1.59
0
5 Suburb (-)
16
14
87.50%
31
2.21
0
7 Rural
3
2
66.67%
6
3.00
0
7 Rural Corridor
15
14
93.33%
16
1.14
0
8 Frontier
7
2
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7
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8 Frontier Corridor
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7
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b. Comprehensive Report — Plan for site analysis, marketing, solicitation, and
execution of licenses and any associated timelines as well as
risks/challenges.
Task — Compile the intelligence from Steps 1 and 2 above to generate a site
analysis/site priority report, a solicitation/marketing plan, and an RF Master
Plan designed by Crown Castle to most effectively accelerate third party
interest and execution of licenses.
By creating an RF Master Plan, Crown Castle can offer a solution for multiple
carriers which will ultimately increase the revenue opportunity for the City of
Miami. Through in-house RF design expertise, access to critical drive
test/network performance data, and relationships with third party wireless
operators, Crown Castle will identify locations of material need within the City
of Miami and solicit a comprehensive, multi -site solution to its customer base.
Crown Castle's RF Master Plan concept is a unique, proactive approach that
is expected to accelerate wireless solution demand in the City of Miami.
c. Attend meetings and hearings with stakeholders as needed.
Task — Establish and maintain an open and ongoing line of communication
between Crown Castle and the City of Miami.
Through its organization of managers and teams at national, regional, and
the local levels, Crown Castle is prepared to be active and engaged with the
City of Miami for wireless site development, marketing, and license
management. Communication is the foundation for successful business
relationships, and Crown Castle is committed to dedicating the proper
28
resources to ensure there are productive, open lines of communication with
the City of Miami's stakeholders. Through its district office in South Florida,
Crown Castle can offer true local support.
B. Phase II Marketing and Third Party Revocable License Disposition Phase
(estimated time frame: ongoing)
1. Identify Potential Third Party Licenses
Task — Leverage existing relationships to maximize the revenue opportunity that
wireless site development on City of Miami properties presents.
Crown Castle has been in the wireless industry for over 15 years. Our customers
include the country's major wireless carriers, including Verizon Wireless, AT&T,
Sprint, T-Mobile, and MetroPCS. We also serve a wide range of other customers
seeking wireless infrastructure, including government, business, broadcast,
paging, colleges and universities, public venues, and municipalities.
Through our quarterly customer satisfaction surveys, traditional carriers,
emerging customers, and site acquisition firms have consistently validated that
Crown Castle's exceptional communication and reliable problem -solving drive
them to want to do more business with Crown Castle. This trust at the local level
coupled with the framework of existing Master License Agreements at the
national level creates a solid customer base to which Crown Castle will market
City of Miami properties.
a. Generate Interest
Task — Solicit City of Miami properties to entire customer base.
Crown Castle is poised to quickly make the City of Miami properties visible to
its external customers through its state-of-the-art, trademarked marketing and
license processing system, CClsitesTM. The map image below shows a
marker currently in CClsitesTM for one of the City of Miami's properties,
Margaret Pace Park (visible to Crown Castle employees only at this time).
29
i
Margaret Pace Park:
Crown # 8019 2579 (Crown intemal
user visibi lity onlyatthis time)
p 4Vic9chrrv}2yUtf.��A�7duri�C3t2994397Lan.�8oi87Ci5�- �'3
In addition to this exposure, Crown Castle's local team will utilize the
aforementioned site analysis/site priority report and RF Master Plan to
immediately begin discussions with potential third party licensees. The
Crown Castle local team has extensive relationships with third party wireless
operators that will produce meaningful site strategy discussions. This close
contact can influence the third party's decision -making about not just site
selection but also timing of pursuing a new site.
C. Develop and Distribute Marketing Packages
Crown Castle has the tools to deliver critical information that third party licensees
need for site selection. Below is an example of an existing Crown Castle tower
located in Miami, FL. This is the format of how a City of Miami property would
appear in CClsitesTM for marketing purposes.
Cages Exempk: Sou
CCIsiies St''''ructure Information Example
CC !sites CCompoun''{{d{{In��fo``rim±ation Example
�.
'.. e�'--n ;cam
wwwwIM I
I .:.e..
30
Users can also download relevant site documentation through a "due diligence
package" tab on CClsitesTM. Crown Castle's Due Diligence Package includes;
Geotechnical Report / Survey / Tower Drawings / Foundation Drawings / Site
Plan / Elevation Drawing / Ground Lease / Title Report / FAA Determination /
FCC Registration/ NEPA / Phase 1
Below is a screenshot of the user's view in downloading due diligence documents.
r A 114fi Tdwf
• SIte.d'Nf
CISITESTOWER DRAWING:
CCISITES SITE PLAN
Real Estate'Documents-
DocID
ID 865553 1-ASSIGNMENT OF LEASE
None .'1-CERnFIED SURVEYS , .
None 1-DEED
® 100a085 ' -GROUND' LEASE(REDACTED)
Q 2044707 1-GROUND LEASE (REDACTED)
750755 -1-TITLE SEARCH/LIEN REPORTS/REAL-ESTATE REPORT
Regulatory Oouaments
Doc IDi`.
Document Type -
O 991152 5-CURRENT FAA DETERMINATION
None , . .S=CURRENT FCC ANTENNA STRUCT4IRE REGISTRATION -:
Q 1171611 5-CURRENT NEPA REPORTS
[� }190624 5'-CURRENT �'FQSE1
O 991157 5-CURRENT REGULATORY SITE SURVEY
;_Download Package,,,,,
Additionally, . interestedthirdparty licensees can request a Site Candidate
Information Package (SCIP) which is a PDF document with site information. Crown
Castle's SCIP includes:
Site Address / County / Photo / Latitude / Longitude / Structure Type / Structure
Height/ Ground Elevation / FCC ASR# / Maps / Open Centerlines / Compound
Size / Lease Size / Power Company / Power Company Phone # / Telco Provider
/ Site Phone Number / Jurisdiction Type / Jurisdiction Name / Alternate Crown
Castle Sites within a 5 mile radius.
Below are screenshots from the SCIP for a Crown Castle site in Miami:
31
•
e 11 • 11
19 CClsites
SfTE: 60I466. FL EFEP O2LLSo 601S6s
Can, IAAAAI.A.
Oees 41M{. nl
WA; IGriFol%Angind.l.
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Datum NAM
site candidate information i acka • e
Lb Comet
Cava bneComma E
SWAM Bm...B.p
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shaping the wireless world'"
t. t/.'CRQYVN 'v V. t� F
u CClsites
ttecandidate'information •acka.
SITE: 80146s, FL EFEP SELLs0 601466
NN.Il.n,.-1 IFS. AL, V6dt
.mnau.euq"v.unry.dm.yem.....
�®
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shaping the wireless world"
Ant
D. Analyze Offers/Potential Licensee Responses
Task — Negotiate with interested third party licensees for maximum revenue
optimization.
Every wireless communication site has its own story. Simply put, some sites cost
more to develop and operate than others. Therefore, in balance with the Master
License Agreements established with major third party wireless operators, Crown
' Castle will negotiate site -appropriate license pricing that will meet revenue
i
expectations identified through a master agreement negotiated between Crown
Castle and the City of Miami.
E. Recommend Finalist/Viable Deal
Task — Ensure the required City of Miami stakeholders are aware of third party
1 p interest and the status of negotiations.
Through ongoing meetings and/or weekly updates, Crown Castle will advise the City
of Miami of applications in progress, related revenue projected for the City, and
pending approvals that are required.
32
F. Participate in Third Party Licensee Selection and Negotiation
Task — Application review and licensing process.
Applications from Third Party Licensees will follow the Crown Castle Online
Application Process, making adjustments to ensure timely approvals as required by
the City. After City and internal Crown Castle approvals are obtained, our licensing
team will ensure that the specific license required to meet customer, City, and Crown
Castle requirements is generated. After the license is executed, zoning, permitting,
and construction drawings are approved. Crown Castle will then issue the notice to
proceed (NTP) so that construction can commence. The commencement of
construction often triggers the rent/fee commencement of the associated licenses for
the site. Below is a snapshot of "Step 1" in Crown Castle's online application
process.
Online Application.... •,gs
Step 1 of 5 Enter and CustomerIafarniatio
*Indicates a required field.
Site IO 61213
5'dte Name: t=5 BRA090_'ri;^:"
Save Application and Exit
Save Application and Continue
picture A'
Continue
APpra6an information' `w:
•
Please provide your reason for submitting an application and your desired antenna install date.
After an application is entered, Crown Castle has systems that allow both Crown
Castle and the customer to track the progress of an application. See below for a
snapshot of one of the pages used to project manage applications to deliver speed -
to -market and to expedite the licensing process.
33
Milestone,
CMO-Active =LeadSdded=
CM1-Applicdtio, Perldinpm..
CM2=Applks Ts Submitted•
CM3-Ap,Iicekion ,Re'Jievr
CM$ -Structural Ordered �-
CAM -Structural
CMS2 Resole ion of Failing Structural
CM6-UpafSde=�Desidn`=^1'
CMS] -Ass f.pProved•'
M20-Structvraf`Anayvsis POst
3M23-Modification Bid Process
PMO-Property Mariagern nt Reviles
PMSA-AddRionalC,round Spaces
CM9-Inter'naI �Approvai*
:CMIO-Custonier Appro`ved�
.PM 1B-Lerdlord Ndtices
'PM3=Consent to3ubleeie•.
PM35-La dlp d Cori off=Mod f goons/CDs•
PM4-ttce nse'R equ este d'
pM5-L1cense Asstgned'�
27 201i
Crown Castle has the tools, industry expertise, and negotiation experience to
maximize the revenue opportunity that accompanies marketing of City of Miami
properties for wireless site development.
D. FINANCIAL PROPOSAL --REVENUE TO THE CITY
1. Compensation Revenue Proposal
We realize this is the most important part of the proposal because the City has been
clear from the beginning that the purpose of issuing the RFP and pursuing this program
is to bring new, non -tax revenue to the City.
In consideration of the rights to market, manage, and develop the City of Miami's
property for the use of installing cell phone signal boosters, Crown Castle is offering the
following Revenue -Split agreement that will both maximize revenue to the City as well as
align Crown Castle's interests with those of our customers and the City:
The City of Miami would receive a guaranteed $1,500 per month on the first tenant,
and from subsequent tenants, the City would receive 30% of all license/lease
34
revenue generated on a macro site where significant capital is expended by Crown
and 50% where a significant capital outlay is not required.
As we have previously stated, we have helped maximize the revenues for multiple
entities throughout the U.S. and feel very confident that we can accomplish the same for
the City of Miami if the City is willing to make the necessary revisions in the documents.
The ability to maximize revenues is highly correlated to the flexibility of the terms in the
Revocable License Agreement. For example, the State of New York allows Crown
Castle and the wireless carriers flexibility of residency on State property. If the City of
Miami would be willing to agree to permit the same flexibility as the State of New York
contract, Crown would look to offer the City the $500,000 guaranteed payment as well
as increase the first tenant minimum to $2,000/month. As a result of the City's increased
flexibility and the improved financial terms, Crown's experience suggests that we should
have the opportunity to generate in excess of $1.5M for the City of Miami in the next 5
years.
E. CONCLUSION
As this proposal demonstrates, the success of this project depends on the City finding an
experienced company with deep knowledge and broad relationships in the wireless industry,
substantial financial wherewithal, and the ability to provide innovative solutions and the highest
quality service to its partners and customers. Crown Castle is that company. What's more, like
the historic cities of New Orleans and Colonial Williamsburg, and the theme parks that we serve,
you can trust us to preserve the unique aesthetics of your community. In sum, the industry gets
the additional capacity it needs, your citizens get better service without sacrificing aesthetics,
and the City gets new revenue without raising taxes.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
p ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
or
0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-16441
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
76-0470458
(I.R.S. Employer
Identification No.)
1220 Augusta Drive, Suite 500, Houston Texas 77057-2261
(Address of principal executive offices) (Zip Code)
(713) 570-3000
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Name of Each Exchange
Section 12(b) of the Act on Which Registered
Common Stock, $.01 par value New York Stock Exchange
Rights to Purchase Series A Participating New York Stock Exchange
Cumulative Preferred Stock
Securities Registered Pursuant to Section 12(g) of the Act: NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Role 405 of the Securities Act. Yes ❑O No ❑
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 0 No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No ❑
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes 0 No 0
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K ❑O
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, or a small reporting company. See
definitions of a "large accelerated filer," "accelerated filer" and "smaller reporting company" in rule 12B-2 of the Exchange Act. Large accelerated filer
❑O Accelerated filer 0 Non -accelerated filer ❑ Smaller reporting company ❑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 0 No El
The aggregate market value of the voting and non -voting common equity held by non -affiliates of the registrant was approximately $10.4 billion as of
June 30, 2010, the last business day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on
that day of $37.26 per share.
Applicable Only to Corporate Registrants
As of February 5, 2011, there were 290,888,523 shares of Common Stock outstanding.
Documents Incorporated by Reference
The information required to be famished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's
definitive proxy statement for the annual meeting of stockholders (the "2011 Proxy Statement"), which will be filed with the Securities and Exchange Commission
not later than 120 days after the end of the fiscal year ended December 31, 2010.
CROWN CASTLE INTERNATIONAL CORP.
TABLE OF CONTENTS
Page
PARTI
Item 1. Business 1
Item IA. Risk Factors 7
Item 1B. Unresolved Staff Comments 12
Item 2. Properties 12
Item 3. Legal Proceedings 13
Item 4. Removed and Reserved 13
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities 13
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 31
Item 8. Financial Statements and Supplementary Data 34
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 67
Item 9A. Controls and Procedures 67
Item 9B. Other Information 69
PART III
Item 10. Directors and Executive Officers of the Registrant 69
Item 11. Executive Compensation 69
Item 12. Security Ownership of Certain Beneficial Owners and Management 69
Item 13. Certain Relationships and Related Transactions 69
Item 14. Principal Accountant Fees and Services 69
PART IV
Item 15. Exhibits, Financial Statement Schedules 70
Signatures 78
Cautionary Language Regarding Forward -Looking Statements
This Annual Report on Fonn 10-K contains forward -looking statements that are based on our management's expectations
as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts
are hereby identified as forward -looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend,"
"believe," "expect," "likely," "predicted," and similar expressions are intended to identify forward -looking statements. Such
statements include plans, projections and estimates contained in "Item 1. Business," "Item 3. Legal Proceedings," "Item 7.
Management's Discussion and Analysis of Financial Condition and .Results of Operations"("MD&A") and "Item 7A. Quantitative
and Qualitative Disclosures About Market Risk" herein. Such forward -looking statements include (1) expectations regarding
anticipated growth in the wireless communication industry, carriers' investments in their networks, new tenant additions and
demand for our towers, (2) availability of cash flows for, and plans regarding, future discretionary investments including capital
expenditures, (3) anticipated growth in future revenues, margins, and operating cash flows, and (4) expectations regarding the
credit markets, our availability and cost of capital, and our ability to service our debt and comply with debt covenants.
Such forward -looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market
conditions, the risk factors described under "Item I.A. Risk Factors" herein and other factors. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those
expected.
Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company"
or "us" as used in this Form 10-K refer to Crown Castle International Corp. ("CCIC"), a Delaware corporation organized on
April 20, 1995, and its subsidiaries. Unless this Form 10-K indicates otherwise or the context otherwise requires, the terms
"CCUSA" and "in the U.S." refer to our CCUSA segment while the terms "CCAL" and "in Australia" refer to our CCAL segment.
PART I
Item 1. Business
Overview
We own, operate and lease towers and other wireless infrastructure, including distributed antenna system ("DAS") networks
in the U.S. and rooftop installations (unless the context otherwise suggests or requires, references herein to "towers" include such
other wireless infrastructure). Our core business is renting space on our towers via long-term contracts in various forms, including
license, sublease and lease agreements (collectively, "contracts"). Our towers can accommodate multiple customers ("co -location")
for antennas and other equipment necessary for the transmission of signals for wireless communication devices. We seek to increase
our site rental revenues by adding more tenants on our towers, which we expect to result in significant incremental cash flows due
to our relatively fixed tower operating costs.
Information concerning our towers as of December 31, 2010 is as follows:
We owned, leased or managed approximately 23,900 towers, inclusive of 43 completed DAS networks with a varying
number of discrete antenna locations ("nodes").
We have approximately 22,300 towers in the United States, including Puerto Rico ("U.S."), and approximately 1,600
towers in Australia.
Approximately 54% and 71% of our towers in the U.S. are located in the 50 and 100 largest U.S. basic trading areas
("BTAs"), respectively. Our towers have a significant presence in 92 of the top 100 BTAs in the U.S. In Australia,
57% of our towers are located in the six major metropolitan areas.
• We owned in fee or had perpetual or long-term easements in the land and other property interests (collectively, "land")
onwhich approximately 34% of our site rental gross margin is derived, and we leased, subleased or licensed (collectively
"leased") the land on which approximately 65% of our site rental gross margin is derived. In addition, we managed
approximately 600 towers owned by third parties. The leases for the land under our towers had an average remaining
life of approximately 31 years, weighted based on site rental gross margin.
Information concerning our customers and site rental contracts as of December 31, 2010 is as follows:
• Our customers include many of the world's major wireless communications companies. In the U.S., Verizon Wireless,
AT&T, Sprint Nextel ("Sprint") and T Mobile accounted for a combined 77% and 73% of our 2010 CCUSA and
consolidated revenues, respectively. In Australia, our customers include Telstra, Optus and a joint venture between
Vodafone and Hutchison ("VHA").
• Revenues derived from our site rental business represented 91%of our 2010 consolidated revenues.
• Our site rental revenues are of a recurring nature, and typically in excess of 90% have been contracted for in a prior
year.
• Our site rental revenues typically result from long-term contracts with (1) initial terms of five to 15 years, (2) multiple
renewal periods at the option of the tenant of five to ten years each, (3) limited termination rights for our customers,
and (4) contractual escalations of the rental price.
• Our customer contracts have a weighted -average remaining life of approximately eight years, exclusive of renewals
at the customers' option, and represent $15.3 billion of expected future cash inflows.
To a lesser extent, we also provide certain network services relating to our towers, primarily consisting of antenna installations
and subsequent augmentations, as well as the following additional services: site acquisition, architectural and engineering, zoning
and permitting, other construction and other services related to network development.
Strategy
Our strategy is to increase long-term stockholder value by translating anticipated future growth in our core site rental business
into growth of our results of operations on a per share basis. We believe our strategy is consistent with our mission to deliver the
highest level of service to our customers at all times — striving to be their critical partner as we assist them in growing efficient,
ubiquitous wireless networks. The key elements of our strategy are to:
• Organically grow the revenues and cash flows from our towers. We seek to maximize the site rental revenues derived
1
from our towers by co -locating additional tenants on our towers through long-term contracts as our customers deploy
and improve their wireless networks. We seek to maximize additional new tenant additions or modifications of existing
installations (collectively, "new tenant additions") through our focus on customer service and deployment speed and
by leveraging our web -based proprietary tools. Due to the relatively fixed nature of the costs to operate our towers
(which tend to increase at approximately the rate of inflation), we expect the increased revenues from rent received
from additional co -locations and the related subsequent impact from contracted escalations to result in incremental site
rental gross margin and growth in our operating cash flows. We believe there is considerable additional future demand
for our existing towers based on their location and the anticipated growth in the wireless communications industry.
• Allocate capital efficiently. We seek to allocate our available capital, including the cash produced by our operations,
in a manner that will enhance per share operating results. During 2010, we increased our discretionary investments
from 2009 levels, as a result of the financial flexibility afforded by financing activities completed during 2009 and
2010 that extended our debt maturities. Our discretionary investments have historically included those shown below
i (in no particular order):
• purchase shares of our common stock ("common stock") from time to time;
1 o acquire towers;
• acquire land under towers;
• selectively construct towers;
• make improvements and structural enhancements to our existing towers; and
o purchase or redeem our debt or preferred stock.
Our long-term strategy is based on our belief that additional demand for our towers will be created by the expected continued
growth in the wireless communications industry, which is predominately driven by the demand for wireless voice and data services
by consumers. We believe that additional demand for wireless infrastructure will create future growth opportunities for us. We
believe that such demand for our towers will continue, will result in organic growth of our revenues due to the co -location of
additional tenants on our existing towers and will create other growth opportunities for us such as demand for new towers. However,
our results of operations may not always be indicative of the extent of changing demand for our towers in any given period as a
result of the application of straight-line accounting.
During 2010, consumer demand for wireless data services continued to grow, driven by user-friendly wireless devices, such
as smartphones, high speed networks and a robust offering of software applications. This growth in data services is in contrast to
the slowing growth rate in voice services as the role of wireless devices expands. The following is a discussion of the recent growth
and our expectations for growth trends in the U.S. wireless communications industry:
We expect that consumers' growing demands for network speed and quality will likely result in wireless carriers
continuing their focus on improving network quality and expanding capacity by adding additional antennas and other
equipment for the transmission of their services in an effort to improve customer retention and satisfaction.
Our customers have introduced, and we believe they plan to continue to deploy, next generation wireless technologies,
including 3G and 4G, in response to consumer demand for high speed networks. We expect these next generation
technologies and others, including LTE, HSPA+ and WiMAX, to translate into additional demand for tower space,
although the timing and rate of this growth is difficult to predict.
We have seen, and anticipate there could be other, new entrants into the wireless communications industry that should
deploy regional or national wireless networks for voice and data services.
• Spectrum licensed by the Federal Communications Commission ("FCC") in 2006 and 2008 has enabled next generation
networks, and we expect these and future auctions should continue to enable next generation networks in the U.S.
• Consumers are increasing their use of wireless voice and data services according to recent U.S. wireless industry
reports.
• Wireless data services grew in 2010 as consumers increased their wireless use of e-mail, intemet, social
networking, music and video sharing. Wireless data service revenues for the first half of 2010 were nearly
$25 billion, which represents a 27% increase over the first half of 2009 and accounted for more than 25% of
all wireless services revenues.°l
• Wireless connections were nearly 293 million as of June 30, 2010, which represents a year -over -year increase
of over 16 million subscribers, or 6% (a)
• Wireless data consumption per line increased by 450% between the first quarter of 2009 and the second quarter
of 2010.ro)
• Wireless devices are trending toward more bandwidth intensive devices such as smartphones, laptops,
netbooks, tablets and other emerging and embedded devices. In particular smartphone shipments are expected
to grow by 55% in 2010 from 2009.(') Despite the growth in smartphones, market penetration for smartphones
was approximately 30% at the end of 2010 and is expected to surpass 50% by the end of 2011.»a»
Access to the intemet by mobile devices has continued to grow during 2010 with 59% of the U.S. population
2
accessing the internet on their phones in 2010, up from 25% in 2009.t°l
(a) Source: Cellular Telecommunications & Internet Association ("CTIA")
(b) Source: Federal Communications Commission
(c) Source: International Data Corporation ("IDC")
(d) Source: Morgan Stanley Research
(e) Source: Pew Research Center
2010 Highlights and Recent Developments
See "Item 7. MD&A"and our consolidated financial statements for a discussion of developments and activities occurring in
2010, including the refinancing of $3.5 billion face value of debt and the settlement of all remaining forward -starting interest rate
swaps.
The Company
Virtually all of our operations are located in the U.S. and Australia. We conduct our operations principally through subsidiaries
of Crown Castle Operating Company ("CCOC"), including (1) certain subsidiaries which operate our tower portfolios in the U.S.
and (2) a 77.6% owned subsidiary that operates our Australia tower portfolio. For more information about our operating segments,
as well as financial information about the geographic areas in which we operate, see note 16 to our consolidated financial statements
and "Item 7. MD&A."
CCUSA
Site Rental. The core business of CCUSA is the renting of antenna space on our towers, including co -locating tenants on our
indoor and outdoor DAS networks, which are located in areas in which zoning restrictions or other barriers may prevent or delay
the deployment of a tower and often are attached to public right-of-way infrastructure such as utility poles and street lights. We
predominately rent space to wireless carriers under long-term contracts for their antennas which transmit a variety of signals related
to wireless voice and data. As a result, we believe our towers are integral to our customers' network and their ability to serve their
customers.
Most of our CCUSA towers were acquired from the four largest wireless carriers (or their predecessors) through transactions
consummated during the last decade, including (1) approximately 10,700 towers from Global Signal Inc. ("Global Signal") in
2007, of which approximately 6,600 were originally acquired from Sprint, (2) approximately 4,800 towers during 1999 to 2000
from companies now part of Verizon Wireless, (3) approximately 2,700 towers during 1999 to 2000 from companies now part of
AT&T, as well as (4) other smaller acquisitions from companies now part of T-Mobile and other independent tower operators.
We generally receive monthly rental payments from tenants, payable under long-term contracts. We have existing master
lease agreements with most wireless carriers, including Verizon Wireless, AT&T, Sprint, T-Mobile and Clearwire, which provide
certain terms (including economic terms) that govern contracts on our towers entered into by such parties during the term of their
master lease agreements. Over the last several years, we have negotiated 15-year terms for both initial and renewal periods for
certain of our customers, which often included fixed escalations. We continue to endeavor to negotiate with our existing customer
base for longer contractual terms, which often may contain fixed escalation rates.
Our customer contracts have a high renewal rate because of (1) the integral nature of our towers within our customers'
networks, (2) customers' cost associated with relocation of their antennas and other equipment to another tower, and (3) zoning
and other barriers associated with the construction of new towers. With limited exceptions, the customer contracts may not be
terminated. In general, each customer contract which is renewable will automatically renew at the end of its term unless the
customer provides prior notice of its intent not to renew.
{ See note 15 to our consolidated financial statements for a tabular presentation of the minimum rental cash payments due to
I us by tenants pursuant to contract agreements without consideration of tenant renewal options.
The average monthly rental payment of a new tenant added to a tower varies based on (1) the different regions in the U.S.,
(2) aggregate customer volume, and (3) the type of signal transmitted by the tenant, primarily as a result of the physical size of
the antenna installation and related equipment. We also routinely receive rental payment increases in connection with contract
amendments, pursuant to which our customers add additional antennas or other equipment to towers on which they already have
equipment pursuant to pre-existing contract agreements.
Approximately two-thirds of our direct site operating expenses consist of ground lease expenses and the remainder includes
property taxes, repairs and maintenance, employee compensation and related benefit costs, and utilities. Our cash operating
expenses tend to escalate at approximately the rate of inflation, partially offset by reductions in cash ground lease expenses from
our purchases of land. As a result of the relatively fixed nature of these expenditures, the co -location of additional tenants is
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achieved at a low incremental operating cost, resulting in high incremental operating cash flows. Our tower portfolio requires
minimal sustaining capital expenditures, including tower maintenance and other non -discretionary capital expenditures, and are
typically less than 2% of site rental revenues.
We have an agreement to provide certain management, construction and acquisition services for a third party as to certain
tower opportunities in the U.S. with an initial period through March 2011. The arrangement was entered into to permit us to
maintain our construction and acquisition capabilities and expertise and further our good relationships with certain major customers
with limited capital commitments and expenditures as to such towers.
Network Services. To a lesser extent, we also offer wireless communication companies and their agents certain network
services relating to our towers. For 2010, approximately 71 % ofnetwork services and other revenues related to antenna installations
and subsequent augmentation (collectively, "installation services"), and the remainder related to the following additional services:
site acquisition, architectural and engineering, zoning and permitting, other construction and other services related to network
development. We do not always provide the installation services on our towers as the customer may obtain a third party to complete
these services, as reflected in our quarterly market share for installation services on our towers, which has ranged between one -
quarter to two-thirds over the last two years (see also "—Competition " below). We have grown our network services business over
i . the last several years as a result of our focus on customer service and increasing our market share for installation services on our
towers. We have the capability and expertise to install, with the assistance of our network of subcontractors, equipment and antenna
systems for our customers. These activities are typically non -recurring and highly competitive, with a number of local competitors
in most markets. Nearly all of our antenna installation services are billed on a cost-plus profit basis.
Customers. We work extensively with large national wireless carriers, and in general, our customers are primarily comprised
of providers of wireless voice and data services who operate national or regional networks. The following table summarizes the
net revenues from our four largest customers expressed as a percentage of CCUSA's and our consolidated revenues for 2010. See
"Item 1A. Risk Factors."
Customer
AT&T
Verizon Wireless
Sprint
T-Mobile
Total
%of2010 %of2010
CCUSA Consolidated
Net Revenues Net Revenues
22% 21%
12% 11%
77% 73%
In addition to our four largest customers, new tenant additions for 2010 were derived from customers offering emerging
wireless technologies, such as those offering wireless data only technologies and, to a lesser extent, national wireless carriers other
than those mentioned in the table above, such as those offering flat rate calling plans. New entrants in the wireless industry are
emerging as new technologies become available, including Clearwire, a provider of WiMAX wireless mobile data services.
Sales and Marketing. The CCUSA sales organization markets our towers within the wireless communications industry with
the objectives of renting space on existing towers and on new towers prior to construction as well as obtaining network services
related to our towers. We seek to become the critical partner and preferred independent tower provider for our customers and
increase customer satisfaction relative to our peers by leveraging our (1) technological tools, (2) process centric approach, and
(3) customer relationships.
We use public and proprietary databases to develop targeted marketing programs focused on carrier network expansions,
including DAS networks, and any related network services. We attempt to match specific towers in our portfolio with potential
new site demand by obtaining and analyzing information, including our customers' existing antenna locations, tenant contracts,
marketing strategies, capital spend plans, deployment status, and actual wireless carrier signal strength measurements taken in the
field. We have developed a web -based tool that stores key tower information above and beyond normal property management
information, including data on actual customer signal strength, demographics, site readiness and competitive structures. In addition,
the web -based tool assists us in estimating potential demand for our towers with greater speed and accuracy. We believe these and
other tools we have developed assist our customers in their site selection and deployment of their wireless networks and provide
us with an opportunity to have proactive discussions with them regarding their wireless infrastructure deployment plans and the
timing and location of their demand for our towers. A key aspect to our sales and marketing strategy is a continued emphasis on
our process -centric approach to reduce cycle time related to new leasing and amendments, which helps provide our customers
with faster deployment of their networks.
A team of national account directors maintains our relationships with our largest customers. These directors work to develop
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tower leasing and network service opportunities, as well as to ensure that customers' tower needs are efficiently translated into
new leases on our towers. Sales personnel in our area offices develop and maintain local relationships with our customers that are
expanding their networks, entering new markets, bringing new technologies to market or requiring maintenance or add -on business.
In addition to our full-time sales and marketing staff, a number of senior managers and officers spend a significant portion of their
time on sales and marketing activities and call on existing and prospective customers.
Competition. CCUSA competes with (1) other independent tower owners which also provide site rental and network services,
(2) wireless carriers which build, own and operate their own tower networks and lease space to other wireless communication
companies, and (3) owners of alternative facilities, including rooftops, water towers, broadcast towers, DAS networks, and utility
poles. Some of the larger independent tower companies with which CCUSA competes in the U.S. include American Tower
Corporation, SBA Communications Corporation, Global Tower Partners and TowerCo. Wireless carriers that own and operate
their own tower networks generally are substantially larger and have greater financial resources than we have. We believe that
tower location and capacity, deployment speed, quality of service and price have been and will continue to be the most significant
competitive factors affecting the leasing of a tower.
Competitors in the network services business include site acquisition consultants, zoning consultants, real estate firms, right-
of-way consulting .firms,construction companies,tower owners and managers, radio frequency engineering consultants,
telecommunications equipment vendors who can provide turnkey site development services through multiple subcontractors, and
our customers' internal staffs. We believe that our customers base their decisions on the outsourcing of network services on criteria
such as a company's experience, track record, local reputation, price and time for completion of a project.
CCAL
Our primary business in Australia is the renting of antenna space on towers to our customers. CCAL is owned 77.6% by us
and 22.4% by Permanent Nominees (Aust) Ltd, acting on behalf of a group of professional and private investors led by Todd
Capital Limited. CCAL is the largest independent tower operator in Australia. As of December 31, 2010, CCAL had approximately
1,600 towers with 57% of such towers located in the six major metropolitan areas, including Sydney, Melbourne, Brisbane, Perth,
Adelaide and the Australian Capital Territory. The majority of CCAL's towers were acquired from Optus (in 2000) and Vodafone
(in 2001). CCAL also provides a range of services including site maintenance and property management services for towers owned
by third parties.
For 2010, CCAL comprised 5% of our consolidated net revenues. CCAL's principal customers are Telstra, Optus and VHA,
which collectively accounted for approximately 93% of CCAL's 2010 revenues, In June 2009, Vodafone and Hutchison merged
their Australian operations in a joint venture named VHAPty Ltd., with the intention to market primarily under the name Vodafone.
In Australia, CCAL competes with wireless carriers, which own and operate their own tower networks; service companies
that provide site maintenance and property management services; and other site owners, such as broadcasters and building owners.
The other significant tower owners in Australia are Broadcast Australia, an independent operator of broadcast towers, and Telstra
and Optus, wireless carriers. We believe that tower location, capacity, quality of service, deployment speed and price within a
geographic market are the most significant competitive factors affecting the leasing of a tower.
Employees
At January 31, 2011, we employed approximately 1,200 people worldwide, including approximately 1,100 in the U.S. We
are not a party to any collective bargaining agreements. We have not experienced any strikes or work stoppages, and management
believes that our employee relations are satisfactory.
Regulatory and Environmental Matters
To date, we have not incurred any material fines or penalties or experienced any material adverse effects to our business as
a result of any domestic or international regulations. The summary below is based on regulations currently in effect, and such
regulations are subject to review and modification by the applicable governmental authority from time to time. If we fail to comply
with applicable laws and regulations, we may be fined or even lose our rights to conduct some of our business.
United States
We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including the FCC and
Federal Aviation Administration ("FAA") regulations and those discussed under "—Environmental"below.
Federal Regulations. Both the FCC and the FAA regulate towers used for wireless communications, radio and television
broadcasting. Such regulations control the siting, lighting and marking of towers and may, depending on the characteristics of
particular towers, require the registration of tower facilities with the FCC and the issuance of determinations confirming no hazard
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to air traffic. Wireless communications devices operating on towers are separately regulated and independently licensed based
upon the particular frequency used. In addition, the FCC and the FAA have developed standards to consider proposals for new or
modified tower and antenna structures based upon the height and location, including proximity to airports. Proposals to construct
or to modify existing tower and antenna structures above certain heights are reviewed by the FAA to ensure the structure will not
present a hazard to aviation, which determination may be conditioned upon compliance with lighting and marldng requirements.
The FCC requires its licensees to operate communications devices only on towers that comply with FAA rules and are registered
with the FCC, if required by its regulations. Where tower lighting is required by FAAregulation, tower owners bear the responsibility
of notifying the FAA of any tower lighting outage and ensuring the timely restoration of such outages. Failure to comply with the
applicable requirements may lead to civil penalties.
Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state
and local zoning authorities' jurisdiction over the siting of communications towers. The law, however, limits local zoning authority
by prohibiting actions by local authorities that discriminate between different service providers of wireless services or ban altogether
the provision of wireless services. Additionally, the law prohibits state and local restrictions based on the environmental effects
of radio frequency emissions to the extent the facilities comply with FCC regulations.
Local regulations. include .city. and other local ordinances .(includingsubdivision and zoning ordinances), approvals for
construction, modification and removal of towers, and restrictive covenants imposed by community developers. These regulations
vary greatly, but typically require us to obtain approval from local officials prior to tower construction. Local zoning authorities
may render decisions that prevent the construction or modification of towers or place conditions on such construction or
modifications that are responsive to community residents' concerns regarding the height, visibility and other characteristics of the
towers. To expedite the deployment of wireless networks, the FCC issued a declaratory ruling in November 2009 establishing
timeframes for the review of applications by local and state governments of 90 days for co -locations and 150 days for new tower
construction. If a jurisdiction fails to act within these timeframes, the applicant may file a claim for relief in court. Notwithstanding
this declaratory ruling, decisions of local zoning authorities may also adversely affect the timing and cost of tower construction
and modification.
Environmental. We are required to comply with a variety of federal, state and local environmental laws and regulations
protecting environmental quality, including air and water quality and wildlife protection. To date, we have not incurred any material
fines or penalties or experienced any material adverse effects to our business as a result of any domestic or international
environmental regulations or matters. See "Item IA. Risk Factors."
The construction of new towers and, in some cases, the modification of existing towers in the U.S. may be subject to
environmental review under the National Environmental Policy Act of 1969, as amended ("NEPA"),which requires federal agencies
to evaluate the environmental impact of major federal actions. The FCC has promulgated regulations implementing NEPAwhich
require applicants to investigate the potential environmental impact of the proposed tower construction. Should the proposed tower
construction present a significant environmental impact, the FCC must prepare an environmental impact statement, subject to
public comment. If the proposed construction or modification of a tower may have a significant impact on the environment, the
FCC's approval of the construction or modification could be significantly delayed.
Our operations are subject to federal, state and local laws and regulations relating to the management, use, storage, disposal,
emission, and remediation of, and exposure to, hazardous and non -hazardous substances, materials and wastes. As an owner, lessee
or operator of real property, we are subject to certain environmental laws that impose strict, joint -and -several liability for the
cleanup of on -site or off -site contamination relating to existing or historical operations; and we could also be subject to personal
injury or property damage claims relating to such contamination. In general, our customer contracts prohibit our customers from
using or storing anyhazardous substances on our tower sites in violation of applicable environmental laws and require our customers
to provide notice of certain environmental conditions caused by them.
As licensees and tower owners, we are also subject to regulations and guidelines that impose a variety of operational
requirements relating to radio frequency emissions. As employers, we are subject to Occupational Safety and Health Administration
(and similar occupational health and safety legislation in Australia) and similar guidelines regarding employee protection from
radio frequency exposure. The potential connection between radio frequency emissions and certain negative health effects,
including some forms of cancer, has been the subject of substantial study by the scientific community in recent years.
We have compliance programs and monitoring projects to help assure that we are in substantial compliance with applicable
environmental laws. Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental
laws will not have a material adverse effect on us.
Other Regulations. We hold, through certain of our subsidiaries, certain licenses for radio transmission facilities granted by
the FCC, including licenses for common carrier microwave service, commercial and private mobile radio service, specialized
mobile radio and paging service, which are subject to additional regulation by the FCC. Our FCC license relating to our 1670-1675
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MHz U.S. nationwide spectrum license ("Spectrum") contains certain conditions related to the services that may be provided
thereunder, the technical equipment used in connection therewith and the circumstances under which it may be renewed. In 2007,
after receiving FCC approval, we entered into a long-term lease of the Spectrum with an initial term through 2013.
Australia
Federal Regulations. Carrier licenses and nominated carrier declarations issued under the Australian Telecommunications
Act 1997 authorize the use of network units for the supply of telecommunications services to the public. The definition of "network
units" includes line links and base stations used for wireless voice services but does not include tower infrastructure. Accordingly,
CCAL as a tower owner and operator does not require a carrier license under the Australian Telecommunications Act 1997.
Similarly, because CCAL does not own any transmitters or spectrum, it does not currently require any apparatus or spectrum
licenses issued under the Australian Radiocommunication Act 1992.
Carriers have a statutory obligation to provide other carriers with access to towers, and if there is a dispute (including a
pricing dispute), the matter may be referred to the Australian Competition and Consumer Commission for resolution. As a non -
carrier, CCAL is not subject to this requirement, and our customers negotiate site access on a commercial basis.
While the Australian Telecommunications Act 1997 grants certain exemptions from planning laws for the installation of
"low impact facilities," newly constructed towers are expressly excluded from the definition of "low impact facilities." Accordingly,
in connection with the construction of towers, CCAL is subject to state and local planning laws that vary on a site by site basis,
typically requiring us to obtain approval from local offices prior to tower construction, subject to certain exceptions. Structural
enhancements may be undertaken on behalf of a carrier without state and local planning approval under the general "maintenance
power" under the Australian Telecommunications Act 1997, although these enhancements maybe subject to state and local planning
laws if CCAL is unable to obtain carrier cooperation to use such power. For a limited number of towers, CCAL is also required
to install aircraft warning lighting in compliance with federal aviation regulations. In Australia, a carrier may arguably be able to
utilize the "maintenance power" under the Australian Telecommunications Act 1997 to remain as a tenant on a tower after the
expiration of a site license or sublease; however, CCAL's customer access agreements generally limit the ability of customers to
do this, and, even if a carrier did utilize this power, the carrier would be required to pay for CCAL's financial loss, which would
roughly equal the site rental revenues that would have otherwise been payable.
Local Regulations. In Australia there are various local, state and territory laws and regulations which relate to, among other
things, town planning and zoning restrictions, standards and approvals for the design, construction or alteration of a structure or
facility, and environmental regulations. As in the U.S., these laws vary greatly, but typically require tower owners to obtain approval
from governmental bodies prior to tower construction and to comply with environmental laws on an ongoing basis.
Item IA. Risk Factors
You should carefully consider all of the risks described below, as well as the other information contained in this document,
when evaluating your investment in our securities.
Our business depends on the demand for wireless communications and towers, and we may be adversely affected by any
slowdown in such demand.
Demand for our towers depends on the demand for antenna space from our customers, which, in turn, depends on the demand
for wireless voice and data services by their customers. The willingness of our customers to utilize our infrastructure, or renew or
extend existing contracts on our towers, is affected by numerous factors, including:
{ • consumer demand for wireless services;
• availability and capacity of our towers and the land under those towers;
• location of our towers;
• financial condition of our customers, including their availability and cost of capital;
• willingness of our customers to maintain or increase their capital expenditures;
• increased use of network sharing, roaming, joint development, or resale agreements by our customers;
• mergers or consolidations among our customers;
• changes in, or success of, our customers' business models;
• governmental regulations, including local and state restrictions on the proliferation of towers;
• cost of constructing towers;
• technological changes, including those affecting (1) the number or type of towers or other communications sites needed
to provide wireless communications services to a given geographic area and (2) the obsolescence of certain existing
wireless networks; and
7
• our ability to efficiently satisfy our customers' service requirements.
A slowdown in demand for wireless communications or our towers may negatively impact our growth or otherwise have a
material adverse effect on us. Over the last several years, new entrants in the marketplace, such as those providing wireless data
technologies, have accounted for a significant portion of our new tenant additions. Our expectations for future demand for our
towers is based in part on new entrants into the wireless communications industry with unproven business models. The success
of new entrants can be influenced by numerous factors, including the items described above, particularly the availability and cost
of capital and the success of their business models. If our customers or potential customers are unable to raise adequate capital to
fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending,
which could adversely affect our anticipated growth and the demand for our towers and network services.
A substantial portion of our revenues is derived from a small number of customers, and the loss, consolidation or financial
instability of, or network sharing among, any of our limited number of customers may materially decrease revenues and reduce
demand for our towers and network services.
For 2010, approximately 73% of our consolidated revenues was derived from AT&T, Verizon Wireless, Sprint and T Mobile,
which represented 21%, 21%, 20% and 11%, respectively, of our consolidated net revenues. The loss of any one of our large
customers as a result of bankruptcy, insolvency, consolidation, network sharing, roaming, joint development, resale agreements
by our customers, merger with other customers of ours or otherwise may result in (1) a material decrease in our revenues, (2)
uncollectible account receivables, (3) an impairment of our deferred site rental receivables, towers assets, site rental contracts
and customer relationships intangible assets, and (4) other adverse effects to our business. We cannot guarantee that contracts with
our major customers will not be terminated or that these customers will renew their contracts with us. See also "Item 1. Business
—The Company."
Consolidation among our customers will likely result in duplicate or overlapping parts of networks, which may result in a
reduction of cell sites and impact revenues from our towers. In addition, consolidation may result in a reduction in such customers'
future capital expenditures in the aggregate because their expansion plans may be similar. For example, Verizon Wireless acquired
Alltel in 2009. In addition, Sprint merged with Nextel in August 2005, resulting in their use of two separate wireless technologies.
During 2010, Sprint announced multi -year network plans to consolidate their multiple network technologies, including the
elimination of their narrow -band push -to -talk network, referred to as iDEN, which is scheduled to be phased out over a period of
time beginning in 2013. These plans by Sprint may result in their not renewing certain contracts with us. Any industry consolidation
could decrease the demand for our towers, which in tum may result in a reduction in our revenues and cash flows.
Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of
our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our
best interests. In addition, if we fail to comply with our covenants, our debt could be accelerated
As a result of our substantial indebtedness:
• we may be more vulnerable to general adverse economic and industry conditions;
we may find it more difficult to obtain additional financing to fund discretionary investments and other general corporate
requirements or to refinance our existing indebtedness;
we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal
and interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary
investments discussed in "Item 1. Business;"
we may have limited flexibility in planning for, or reacting to, changes in our business and in the industry;
we may have a competitive disadvantage relative to other companies in our industry with less debt;
we may be required to issue equity securities or securities convertible into equity or sell some of our assets, possibly
on unfavorable terms, in order to meet payment obligations; and
we may be limited in our ability to take advantage of strategic business opportunities, including tower development
and mergers and acquisitions.
Currently we have debt instruments in place that limit in certain circumstances our ability to incur indebtedness, pay dividends,
create liens, sell assets and engage in certain mergers and acquisitions. Our subsidiaries, under their debt instruments, are also
required to maintain specific financial ratios. Our ability to comply with the financial ratio covenants under these instruments and
to satisfy our debt obligations will depend on our future operating performance. If we fail to comply with the debt restrictions, we
will be in default under those instruments, which would cause the maturity of a substantial portion of our long-term indebtedness
to be accelerated. If our operating subsidiaries were to default on the debt, the trustee could seek to foreclose the collateral securing
the debt, in which case we could lose the towers and the revenues associated with the towers. See also "Item 7. MD&A—Liquidity
and Capital Resources Debt Covenants."
CCIC and CCOC are holding companies that conduct all of their operations through their subsidiaries. Accordingly, CCIC's
8
and CCOC's respective sources of cash to pay interest and principal on their outstanding indebtedness and preferred stock are
distributions relating to their respective ownership interests in their subsidiaries from the net earnings and cash flows generated
by such subsidiaries or from proceeds of debt or equity offerings. Earnings and cash flows generated by their subsidiaries are first
applied by such subsidiaries in conducting their operations, including the service of their respective debt obligations, after which
any excess cash flows generally may be paid to a holding company, in the absence of any special conditions such as a continuing
event of default. However, their subsidiaries are legally distinct from the holding companies and, unless they guarantee such debt,
have no obligation to pay amounts due on their debt or to make funds available to us for such payment.
We have a substantial amount of indebtedness. In the event we do not repay or refinance such indebtedness, we could face
substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or
sell some of our assets to meet our debt payment obligations.
We have a substantial amount of indebtedness (approximately $6.8 billion as of December 31, 2010), which we will need
to refinance or repay. See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt
maturities. We are also required to redeem all outstanding shares of our 6.25% convertible preferred stock in August 2012 for
approximately $318.1 million, plus any unpaid dividends on that preferred stock. There can be no assurances we will be able to
refinance our indebtedness on commercially reasonable terms, or terms, including with respect to interest rates, as favorable as
our current debt and preferred stock, or at all.
Beginning in 2008, the global economy entered a recession, and the credit markets underwent a period of substantial volatility
and disruption. Although economic conditions and credit markets have improved during 2009 and 2010, uncertainty and weakness
continues. Any renewed financial turmoil, worsening credit environment, economic weakness and uncertainty could impact the
availability and cost of debt financing, including with respect to any refinancing of the obligations described above.
If we are unable to refinance or renegotiate our debt, we cannot guarantee that we will be able to generate enough cash flows
from operations or that we will be able to obtain enough capital to service our debt, pay our obligations under our convertible
preferred stock or fund our planned capital expenditures. In such an event, we could face substantial liquidity issues and might
be required to issue equity securities or securities convertible into equity securities, or sell some of our assets to meet our debt
payment obligations. Failure to refinance indebtedness when required could result in a default under such indebtedness. Assuming
we meet certain financial ratios, we have the ability under our debt instruments to incur additional indebtedness, and any additional
indebtedness we incur could exacerbate the risks described above.
Sales or issuances of a substantial number of shares of our common stock may adversely affect the market price of our common
stock.
Future sales or issuances of a substantial number of shares of our common stock or other equity related securities may
adversely affect the market price of our common stock. As of February 5, 2011, we had 290.9 million shares of common stock
outstanding, and we reserved (1) 8.9 million shares of common stock for future issuance under our various stock compensation
plans and (2) 8.6 million shares of common stock for the conversion of our outstanding convertible preferred stock.
In addition, a small number of stockholders own a significant percentage of our outstanding common stock. If any one of
these stockholders, or any group of our stockholders, sells a large quantity of shares of our common stock, or the public market
perceives that existing stockholders might sell a large quantity of shares of our common stock, the market price of our common
stock may significantly decline.
A wireless communications industry slowdown or a reduction in carrier network investment may materially and adversely
affect our business (including reducing demand for our towers and network services).
Historically, the amount of our customers' network investment is cyclical and has varied based upon the various matters
described in these risk factors. Changes in carrier network investment typically impact the demand for our towers. As a result,
changes in carrier plans such as delays in the implementation of new systems, new technologies or plans to expand coverage or
capacity may reduce demand for our towers. Furthermore, the wireless communication industry could experience a slow down
1 or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for wireless services and
general economic conditions. There can be no assurances that the weakness and uncertainty in the current economic environment
will not adversely impact the wireless communications industry, which may materially and adversely affect our business, including
by reducing demand for our towers and network services. In addition, such a slowdown may increase competition for site rental
customers and network services. Awireless communications industry slowdown or a reduction in carrier network investment may
materially and adversely affect our business.
As a result of competition in our industry, including from some competitors with significantly more resources or less debt than
we have, we may find it more difficult to achieve favorable rental rates on our new or renewing customer contracts.
Our growth is dependent on entering into new customer contracts as well as renewing or reletting customer contracts when
existing customer contracts terminate. We face competition for site rental customers from various sources, including:
other independent tower owners or operators;
wireless carriers that own and operate their own towers and lease antenna space to other wireless communication
companies;
owners of alternative facilities including rooftops, water towers, distributed antenna systems, broadcast towers and
utility poles; and
new alternative deployment methods in the wireless communication industry.
Wireless carriers that own and operate their own tower portfolios are generally substantially larger and have greater financial
resources than we have. Competition in our industry may make it more difficult for us to attract new customers, maintain or
increase our gross margins or maintain or increase our market share.
New technologies may significantly reduce demand for our towers and negatively impact our revenues.
Improvements in the efficiency of wireless networks could reduce the demand for our towers. For example, signal combining
technologies that permit one antenna to service multiple frequencies and, thereby, multiple customers may reduce the need for
our towers. In addition, other technologies, such as Wi-Fi, femtocells, picocells, satellite transmission systems (such as low earth
orbiting), and DAS networks, may, in the future, serve as substitutes for or alternatives to leasing that might otherwise be anticipated
or expected on towers had such technologies not existed. Any significant reduction in tower leasing demand resulting from the
previously mentioned technologies or other technologies may negatively impact our revenues or otherwise have a material adverse
effect onus.
New wireless technologies may not deploy or be adopted by customers as rapidly or in the manner projected
There can be no assurances that new wireless services and technologies, such as 4G, will be introduced or deployed as rapidly
or in the manner projected by the wireless or broadcast industries. In addition, demand and customer adoption rates for such new
technologies may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities and demand for our
towers as a result of such technologies may not be realized at the times or to the extent anticipated.
If we fail to retain rights to our towers, including the land under our towers, our business may be adversely affected.
Our property interests relating to the land on which our towers reside consist primarily of leasehold and sub -leasehold
interests, fee interests, easements, licenses and rights -of -way. A loss of these interests may interfere with our ability to conduct
our business and generate revenues. For various reasons, we may not always have the ability to access, analyze and verify all
information regarding titles and other issues prior to completing an acquisition of towers. Further, we may not be able to renew
ground leases on commercially viable terms. Our ability to retain rights to the land on which our towers reside depends on our
ability to purchase such land or to renegotiate and extend the terms of the leases relating to such land. Approximately 9% of our
site rental gross margins for the year ended December 31, 2010 are derived from towers where the leases for the land under such
towers have final expiration dates of less than ten years. If we are unable to retain rights to the land on which our towers reside,
our business may be adversely affected.
Approximately 6,500 of our towers are leased or operated for an initial period of 32 years (through May 2037) under master
leases and subleases with Sprint ("Sprint Towers"). We have the option to purchase in 2037 all (but not less than all) of the Sprint
Towers from Sprint for approximately $2.3 billion. We may not have the required available capital to exercise our right to purchase
these towers at the end of the applicable period. Even if we do have available capital, we may choose not to exercise our right to
purchase the Sprint Towers for business or other reasons. In the event that we do not exercise these purchase rights, or are otherwise
unable to acquire an interest that would allow us to continue to operate these towers after the applicable period, we will lose the
cash flows derived from such towers, which may have a material adverse effect on our business, In the event that we decide to
exercise these purchase rights, the benefits of the acquisition of the Sprint Towers may not exceed the costs, which could adversely
affect our business.
Our network services business has historically experienced significant volatility in demand, which reduces the predictability
of our results.
The operating results of our network services business for any particular period may vary significantly and should not
necessarily be considered indicative of longer -term results for this activity. Our network services business may be adversely
impacted by various factors including competition, economic weakness and uncertainty, our market share, and changes in the type
and volume of work performed.
If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined
10
or even lose our right to conduct some of our business.
A variety of federal, state, local and foreign laws and regulations apply to our business, including those discussed in "Item
1. Business. "Failure to comply with applicable requirements may lead to civil penalties or require us to assume indemnification
obligations or breach contractual provisions. We cannot guarantee that existing or future laws or regulations, including state and
local tax laws, will not adversely affect our business, increase delays or result in additional costs. These factors may have a material
adverse effect on us.
If radio frequency emissions from wireless handsets or equipment on our towers are demonstrated to cause negative health
effects, potential future claims could adversely affect our operations, costs and revenues.
The potential connection between radio frequency emissions and certain negative health effects, including some forms of
cancer, has been the subject of substantial study by the scientific community in recent years. We cannot guarantee that claims
relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us.
Public perception of possible health risks associated with cellular and other wireless communications may slow or diminish
the growth of wireless companies, which may in turn slow or diminish our growth. In particular, negative public perception of,
and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless communications
services. If a connection between radio emissions and possible negative health effects were established, our operations, costs and
revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these
matters.
Certain provisions of our certificate of incorporation, by-laws and operative agreements and domestic and international
competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third
party, even if such a change in control would be beneficial to our stockholders.
We have a number of anti-takeover devices in place that will hinder takeover attempts and may reduce the market value of
our common stock. Our anti-takeover provisions include:
• a staggered board of directors;
• the authority of the board of directors to issue preferred stock without approval of the holders of our common stock;
and
• advance notice requirements for director nominations and actions to be taken at annual meetings.
Our by-laws permit special meetings of the stockholders to be called only upon the request of our Chief Executive Officer
or a majority of the board of directors, and deny stockholders the ability to call such meetings. Such provisions, as well as the
provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover or other
business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of
us.
In addition, domestic and international competition laws may prevent or discourage us from acquiring towers or tower
networks in certain geographical areas or impede a merger, consolidation, takeover or other business combination or discourage
a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
We may be adversely effected by exposure to changes in foreign currency exchange rates relating to our operations in Australia.
Our Australian operations expose us to fluctuations in foreign currency exchange rates. For 2010, approximately 5% of our
consolidated net revenues were denominated in Australian dollars. Over the past five years, the Australian dollar has strengthened
by 29% against the U.S. dollar. We have not historically engaged in significant hedging activities relating to our Australian
operations, and we may suffer future losses as a result of changes in currency exchange rates.
Available Information and Certifications
We maintain an intemet website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-
Q, and current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934) are made available, free of charge, through the investor relations section of our internet
website at http://investor.crowncastle.com as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.
In addition, our corporate governance guidelines, business practices and ethics policy and the charters of our Audit Committee,
Compensation Committee and Nominating & Corporate Governance Committee are available through the investor relations section
of our intemet website at http://www.crowncastle.com/investor/corpgovernance.asp, and such information is also available in print
11
to any stockholder who requests it.
We submitted the Chief Executive Officer certification required by Section 303A.12(a) of the New York Stock Exchange
("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE
on June 11, 2010 with no qualifications. We have included the certifications of our Chief Executive Officer and Chief Financial
Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this Annual
Report on Form 10-K.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Offices
Our principal corporate headquarters is owned and located in Houston, Texas. In the U.S., CCUSA owns or leases area
offices located in (1) Canonsburg, Pennsylvania, (2) Charlotte, North Carolina, (3) Alpharetta, Georgia, and (4) Phoenix, Arizona.
The principal responsibilities of these area offices are to manage the renting of tower space on a local basis, maintain the towers
already located in the area and service our customers in the area. In addition, general and administrative functions are also performed
at the Canonsburg, Pennsylvania location. In addition, we lease additional, smaller district offices, which report to the area offices,
in locations with high tower concentrations. In Australia, we lease an office in Sydney, Australia.
Towers
Towers are vertical metal structures generally ranging in height from 50 to 500 feet. In addition, wireless communications
equipment may also be placed on building rooftops and other structures. Towers are generally located on tracts of land of up to
five acres. These tracts of land support the towers, equipment shelters and, where applicable, guyed wires to stabilize the structure.
See "Item 1. Business —Overview" for information regarding our tower portfolio including with respect to our real property
interests and for a discussion of the location of our towers in the U.S. and Australia, including the percentage of our U.S. towers
in the top 50 and 100 BTAs. See "Item 7. MD&A—Liquidity and Capital Resources —Contractual Cash Obligations" for a tabular
presentation of the remaining terms to final expiration of the leases for the land which we do not own and on which our towers
are located as of December 31, 2010.
Approximately 15,700 towers (66% of our total) and the cash flows from these towers effectively secure $4.7 billion of our
debt. Governing documentsrelating to another approximately 4,900 towers prevent liens from being granted on those towers
without approval of a subsidiary of Verizon; however, distributions paid from the entities that own those towers also service our
tower revenue notes. See note 6 to our consolidated financial statements.
Approximately 6,500 of our towers are leased or operated for an initial period of 32 years (through May 2037) under master
leases and subleases with Sprint. We have the option to purchase in 2037 all (but not less than all) of these Sprint Towers from
Sprint for approximately $2.3 billion.
Substantially all of our towers can accommodate another tenant either as currently constructed or with appropriate
modifications to the tower. Additionally, if so inclined as a result of a customer request for a new co -location or amendment of an
existing installation, we could generally replace an existing tower with another tower in its place providing additional capacity,
subject to certain restrictions. As of December 31, 2010, the average number of tenants per tower is approximately 2.9 on our
towers. The following is a summary of the number of existing tenants per tower as of December 31, 2010 (see "Item 7. MD&A—
Accounting and Reporting Matters —Critical Accounting Policies and Estimates" for a discussion of our impairment evaluation
and our towers with no tenants).
12
Number of Tenants
Percent of Towers
Greater than five 10%
Five 8%
Four 13%
Three 18%
Two 23 /o
Less than two 28%
Total
Item 3. Legal Proceedings
100%
We are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings
arising in the ordinary course ofbusiness involve disputes with landlords, vendors, collection matters involving bankrupt customers,
zoning and variance matters, condemnation or wrongful termination claims. While the outcome of these matters cannot be predicted
with certainty, management does not expect any pending matters to have a material adverse effect on us.
Item 4. Removed and Reserved
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Price Range of Common Stock
Our common stock is listed and traded on the NYSE under the symbol "CCI". The following table sets forth for the calendar
periods indicated the high and low sales prices per share of our common stock as reported by the NYSE.
2010:
First Quarter
SecondQuarter
Third Quarter
Fourth Quarter
2009:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High Low
40.49 $ 34.12
40.00 :. 34,25
44.46 36.01
44.45. 41.10
21.99 $ 15.40
27.23 19.96
32.32 22.73
39.99 29.47
As of February 5, 2011, there were approximately 850 holders of record of our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. It is our current policy to retain our cash provided
by operating activities to engage in discretionary investments such as those discussed in `Item 1. Business." Future declaration
and payment of cash dividends, if any, will be determined in light of the then -current conditions, including our earnings, cash
flows from operations, capital requirements, financial condition, our relative market capitalization, taxable income, taxpayer status,
and other factors deemed relevant by the board of directors. In addition, our ability to pay dividends is limited by the terms of our
debt instruments under certain circumstances and the terms of our convertible preferred stock.
The holders of our 6.25% Convertible Preferred Stock are entitled to receive cumulative dividends at the rate of 6.25% per
annum, payable on a quarterly basis. We have the option to pay the dividends on such series of preferred stock in cash or in shares
of common stock. The number of shares of common stock required to be issued to pay such dividends is dependent upon the
market value of our common stock at the time such dividend is required to be paid. In 2010 and 2009, dividends on our 6.25%
13
Convertible Preferred Stock were paid in each of those years utilizing approximately $19.9 million in cash each year. We may
choose to continue cash payments of the dividends in the future in order to avoid dilution caused by the issuance of common stock
as dividends on our preferred stock.
Equity Compensation Plans
Certain information with respect to our equity compensation plans is set forth in Item 12 herein.
Performance Graph
The following performance graph is a comparison of the five year cumulative stockholder return on our common stock
against the cumulative total return of the NYSE Market Index and the Dow Jones Telecommunication Equipment Index for the
period commencing December 31, 2005 and ending December 31, 2010. The performance graph assumes an initial investment
of $100.0 in our common stock and in each of the indices. The performance graph and related text are based on historical data
and are not necessarily indicative of future performance.
$200
$0
2005
2006
2007
2008
2009 2010
--0—Crown Castle international Corporation--o—NYSE Market Index —4 • DJ Telecommunication Equip
Years Ended December 31,
Company/Index/Market 2005 2006 2007 2008 2009 2010
Crown Castle International Corp.; `; $ :;.100.00' , $ -.120 03 "$: 154,59: $ 65 33. $ 145.08 , $ ' '.16288
NYSE Market Index 100.00 120.47 131.15 79.67 102.20 115.88
DJ Telecommunication Equipment Index 100.00 _ 116.46 120.28 71.50 107.84 111.39
The performance graph above and related text are being furnished solely to accompany this annual report on Form 10-K
pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
Item 6. Selected Financial Data
Our selected historical consolidated financial and other data set forth below for each of the five years in the period ended
December 31, 2010, and as of December 31, 2010, 2009, 2008, 2007 and 2006 have been derived from our consolidated financial
14
statements. Acquisitions and dispositions can affect the year-to-year comparability of our results. In January 2007, we completed
the merger of Global Signal into a subsidiary of ours ("Global Signal Merger"), and the results of operations from Global Signal
have been included in our results from January 12, 2007. The Global Signal Merger significantly increased our tower portfolio
and impacted the comparability of our results and changes in financial condition for periods following the merger to periods prior
to the merger. The information set forth below should be read in conjunction with "Item 1. Business," "Item 7. MD&A"and our
consolidated financial statements.
Statement of Operations Data:
Net revenues:
Siterental
Network services and other
Total net revenues
Operating expenses:
Costs of operations(b)::
Site rental
Network services and other
Years Ended December 31,
2010
2009
2008
2007 2006(a)
(In thousands of dollars, except per share amounts)
$ 1,709,761 .: $; 1,543,192 . $1,402,559. $1,286,468 $ 696,724
177,897 142,215 123,945 99,018 91,497
•
1,878;658 1,685,407. `
467,136
1.14,241
456,560
1.526.504 :
92,808 -.
1,385.486`
788,221
456,123 443,342 212,454
82,452. 65,742 .. 60,507
Total costs of operations 581,377 549,368 538,575 509,084
General and administrative 165,356 .:: 153,072 ':149 586 142,846 104 532
Restructuring charges (credits) - - - 3,191 (391)
Asset :write=down charges(c)` 13,687 19,237 "' 16,888 65,515. 2,945
Acquisition and integration costs 2,102 - 2,504 25,418 1,503
Depreciation; amortization and accretion 540,771 529,739 . 526,442 539,904 285,244
Operating income (loss) 575,365 433,991 292,509 99,528 121,427
Interest expense and amortization of deferred financing costs(d) (490;269) (445,882) (354,114) (350;259)` (162,328)
Impairment of available -for -sale securities(e) - (55,869) (75,623)
Gains (losses) on purchases and redem Lions of debt d ) ( ) - )
. ..:, P O _, (138,36.7 : 91,079 . 42 (5,843
Net gain (loss) on interest rate swaps(f) (286,435) (92,966) (37,888) - 491
Interest and other income (expense) 1,601 5 413 2,101 , _9,351 (2,120)
Income (loss) before income taxes (338,105) (190,523) (153,219) (317,003) (48,373)
Benefit (provision) for income taxes(g) 26,846 76;400 :104,3.61 9039 (843)
Income (loss) from continuing operations (311,259) (114,123) (48,858) (222,964) (49,216)
- Income (loss) from discontinued operations, net of tax - - 5,657
Net income (loss)(h) (311,259) (114,123) (48,858) (222,964) (43,559)
Less Net income (loss) attributable to: the'noncontrolling interest.: _. (319) . 209 _ (151) : (1;666)
Net income (loss) attributable to CCIC stockholders (310,940) (114,332) (48,858) (222,813) (41,893)
Dividends on preferred stock (20,806) (20 80.6) (20,806) (20,805) (20,806)
Net income (loss) attributable to CCIC stockholders after deduction
of dividends on preferred stock $ (331,746) $ (135,138) $ (69,664) $ (243,618) $ (62,699)
Income (loss) from continuing operations attributable to CCIC
stockholders per, common share -basic and diluted $ (1.18) $ . (0.47) $ (0.25) . $ (0.87) $ , ; (0.33)
Weighted -average common shares outstanding -basic and diluted
(in thousands) 286,764 286,622 282,007 279,937 207,245
272,961
15
;.J
Other Data
Summary cash flow information:
• Net cash provided by (used for) operating activities
Net cash provided by (used for) investing activities
Net cash provided by (used for) financing activities
Ratio of earnings to fixed charges(i)
Balance Sheet Data (at period end):
Cash and cash equivalents
Property and equipment, net
Total assets
Total debt and other long-term obligations(d)
Total CCIC stockholders' equity
Years Ended December 31,
2010
2009
2008
2007 2006(a)
(In thousands of dollars, except per share amounts)
$ : 603,430. $ 571,256 $ :513,001 $. 350,355 . $: 275,759
(390,949) (172,145) (476,613) (791,448) (432,499)
(866,624) 214,396 47,717. ': . (77,782) 678,914
$ 112,531 $ 766,146 $ 155,219 $ 75,245 $ 592,716
4,893,651 ..4,895,983 5,060,126 5,051,055; `. 3,246,446
10,469,529 10,956,606 10,361,722 10,488,133 5,007,464
6,778,894 6,579,150 6,102,189 6,072,103 3,516,294
2,445,373 2,936,241 2,715,865 3,166,911 756,281
(a) See introductory remarks regarding the Global Signal Merger.
(b) Exclusive of depreciation, amortization and accretion shown separately.
(c) 2007 is inclusive of $57.6 million related to the write-off of substantially all of the assets other than the Spectrum from our former mobile television business.
(d) Over the last five years, we have used debt to refinance other debt and fund discretionary investments such as acquisitions and purchases of common stock.
We maintain debt leverage at levels that we believe optimize our weighted -average cost of capital. The following is a discussion of our debt activity for each
of the last five years. See also note 6 to our consolidated financial statements.
• During 2010 and 2009, we issued $3.5 billion and $2.9 billion face value of debt, respectively, and purchased and repaid $3.4 billion and $2.4 billion
face value of debt, respectfully. These refinancings extended the maturities of our debt portfolio and increased our weighted -average cost of debt. We
incurred losses on the purchase and repayment of this debt.
During 2007, $1.8 billion of mortgage loans remained outstanding as a result of the Global Signal Merger. We borrowed an aggregate $725.0 million
under term loans and a revolving credit facility and predominately used the proceeds to purchase common stock.
• During 2006, we increased our debt by approximately $1.2 billion and primarily used the proceeds to fund the cash consideration of the Global Signal
Merger, the Mountain Union Telecom, LLC acquisition and purchases of our common stock.
(e) In 2008 and 2007, we recorded impairment charges related to an other -than -temporary decline in the value of our investment in FiberTower Corporation
("FiberTower").
(f) The 2010 and 2009 amounts are predominately losses on various interest rate swaps that no longer qualified for hedge accounting and included swaps that
were no longer economic hedges. The 2008 amount predominately represents losses on our former interest rate swaps with a subsidiary of Lehman Brothers
Holdings Inc. that no longer qualified for hedge accounting. As of December 31, 2010, we had no forward -starting interest rate swaps outstanding.
(g) In 2006, we had a full valuation allowance on our deferred tax assets. As a result of a deferred tax liability recorded in connection with the Global Signal
Merger, we recorded partial tax benefits for our losses in 2010 and full tax benefits for all of 2009, 2008 and 2007.2008 includes tax benefits of $74.9 million
resulting from the completion of the Internal Revenue Service ("IRS") examination of our federal tax return for 2004. See note 9 to our consolidated financial
ti statements regarding our tax position as of and for the year ended December 31, 2010 and our ability to recognize tax benefits in the future.
(h) No cash dividends were declared or paid in 2010, 2009, 2008, 2007 or 2006.
(i) For purposes of computing the ratio of earnings to fixed charges, eamings represent income (loss) from continuing operations before income taxes, cumulative
effect of change in accounting principle and fixed charges. Fixed charges consist of interest expense, the interest component of operating leases, amortization
of deferred financing costs and dividends on preferred stock classified as liabilities. For 2010, 2009, 2008, 2007 and 2006 earnings were insufficient to cover
fixed charges by $338.1 million, $190.5 million, $153.2 million, $318.4 million and $49.7 million, respectively.
16
I
1
1
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
General Overview
Overview
We own, lease or manage approximately 23,900 towers for wireless communications, including 43 completed DAS networks.
Revenues generated from our core site rental business represented 91% of our 2010 consolidated revenues. CCUSA, our largest
operating segment, accounted for 95% of our 2010 site rental revenues. See "Item 1. Business" for a further discussion of our
business, including our long-term strategy, certain key terms of our lease agreements and growth trends in the wireless
communications industry.
The following are certain highlights of our business fundamentals as of and for the year ended December 31, 2010:
• Potential growth resulting from wireless network expansion and new entrants
o We expect wireless carriers will continue their focus on improving network quality and expanding capacity
by adding additional antennas and other equipment on our towers.
• We expect existing and potential new wireless carrier demand for our towers will result from (1) next
generation technologies, (2) continued development of mobile internet applications, (3) adoption of other
emerging and embedded wireless devices, (4) increasing smart phone penetration, and (5) carrier focus on
expanding voice and data coverage.
o Substantially all of our towers can accommodate, either as currently constructed or with appropriate
modifications to the tower, additional tenants.
U.S. wireless carriers continue to invest in their networks.
o We expect our site rental revenues will grow between 7% and 8% from the full year 2010 to 2011.
• Site rental revenues under long-term customer contracts with contractual escalations
• Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years
each.
o Weighted -average remaining term at CCUSA of approximately eight years, exclusive of renewals at the
customer's option.
• Revenues predominately from large wireless carriers
o Verizon Wireless, AT&T, Sprint and T Mobile accounted for 73% of consolidated revenues.
• Majority of land under our towers under long-term control
o Approximately 91 % and 69% of our site rental gross margin is derived from towers that we own or control.
for greater than ten and 20 years, respectively. The aforementioned percentages include towers that reside
on land that is owned in fee or where we have perpetual or long-term easements, which represent
approximately 34% of our site rental gross margin.
• Relatively fixed tower operating costs with high incremental margins and cash flows on organic revenue growth
Our tower operating costs tend to increase at approximately the rate of inflation and are not typically
influenced by new tenant additions.
Our incremental margin on additional site rental revenues represents 93% of the related increase in site
rental revenues.
• Minimal sustaining capital expenditure requirements
o Sustaining capital expenditures were $24.3 million, which represented less than 2% of net revenues.
• Debt portfolio with long-dated maturities extended over multiple years with virtually all of such debt having a fixed
rate (see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)
• 88% of our debt has fixed rate coupons, and an additional 9% has been effectively converted to fixed rate
through December 2011.
Our debt service coverage and leverage ratios were comfortably within their respective covenant
requirements. See "Item 7. iti J&A—Liquidity and Capital Resources" for a further discussion of our debt
covenants.
• Significant cash flows from operations
• Net cash provided by operating activities was $603.4 million.
We believe our site rental business can be characterized as a stable cash flow stream, which we expect to
grow as a result of future demand on our towers.
Capital allocated to drive long-term shareholder value (per share)
o Historical discretionary investments include (in no particular order): purchasing our common stock,
acquiring towers, acquiring land under towers, selectively constructing towers, improving and structurally
enhancing our existing towers, and purchasing or redeeming our debt or preferred stock. See also "Item 7.
MD&A—Liquidity and Capital Resources."
i
17
Discretionary investments included: (1) the purchase of $159.6 million of common stock, (2) $203.7 million
in capital expenditures, and (3) the acquisition ofNewPath in September 2010 , aprovider of DAS networks,
for approximately $128 million in cash.
Results of Operations
The following discussion of our results of operations should be read in conjunction with "Item 1. Business," "Item 7. MD&A
—Liquidity and Capital Resources"and our consolidated financial statements. The following discussion of our results of operations
is based on our consolidated financial statements prepared in accordance with generally accepted accounting principles in the U.S.
which require us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A Accounting andReporting
Matters —Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements).
Comparison of Consolidated Results
The following is a comparison of our 2010, 2009 and 2008 consolidated results of operations:
Net revenues'.
Site rental
Network services and other
Years Ended December 31,
% Change
2010
2009
2008
2010
vs.
2009
2009
vs.
2008
(In thousands of dollars)
$ 1,700,761 $ 1,543,192 $ 1,402,559
10%
177,$97 142,2.15 123,945, 25
10%
15.
1,878,658 1,685,407 1,526,504
11
10
Operating expenses:
Costs of operations(a):
Site rental
467,136 456,560 456,123
Network services and other 114,241 92,808 82,452
Total costs of operations 581,377 549,-368
General and administrative 165,356 153,072
Asset write down charges 13,687 19,237
Acquisition and integration costs 2,102
Depreciation, amortization and accretion 5.40,771 529,739
Operating income (loss) 575,365
Interest expense and amortization ofdeferred.
financing costs
Impairment of available -for -sale securities
Gains (losses) on purchases and redemptions
of debt (138,367) (91,079)
Net gain (loss) on interest rate swaps (286,435) (92,966)
Interest and other income (expense) 1,601 5,413
Income (loss) before income taxes
Benefit (provision) for income taxes
Net income (loss)
Less: Net income (loss) attributable to the.
noncontrolling interest : (319)
Net income (loss) attributable to CCIC
stockholders
23
13
538,575.
149,586
16,888.
2,504
526,442_
6 2
8
2
2 ,1
(490,269)
433,991
(445,882)
292,509
(354,i14)
(55,869)
(37,888)
2,101
(338,105) (190,523) (153,219)
26,846 76,400 164,361
(311,259) (114,123)
(48,858)
$ (310,940) $ (114,332) $ (48,858)
* Percentage is not meaningful
(a) Exclusive of depreciation, amortization and accretion shown separately.
33
*
*
*
48
2010 and 2009. Our consolidated results of operations for 2010 and 2009, respectively, predominately consist of our CCUSA
18
j
segment, which accounted for (1) 95% and 95% of consolidated net revenues, (2) 95% and 95% of consolidated gross margins,
and (3) 100% and 101% of consolidated net income (loss) attributable to CCIC stockholders. Virtually all of the increase in site
rental revenues resulted from towers we owned as ofJanuary 1, 2009. New tenant additions inclusive of straight-line accounting
for certain contractual escalations resulted in an approximately 6% increase in site rental revenues. The remaining 4% increase
in site rentals was impacted by the following items, in no particular order: renewals or extensions of customer contracts, escalations
and cancellations of customer contracts, inclusive of the impact of straight-line accounting. Our operating segment results for
2010 and 2009, including CCUSA, are discussed below (see "Item 7. MD&A—Results of Operations —Comparison of Operating
Segments").
2009 and 2008. Our consolidated results of operations for 2009 and 2008, respectively, predominately consist of our CCUSA
segment, which accounted for (1) 95% and 94% of consolidated net revenues, (2) 95% and 94% of consolidated gross margins,
and (3) 101% and 79% of consolidated net income (loss) attributable to CCIC stockholders. Virtually all of the increase in site
rental revenues resulted from towers we owned as ofJanuary 1, 2008. New tenant additions inclusive of straight-line accounting
for certain contractual escalations resulted in an approximately 6% increase in site rental revenues. The remaining 4% increase
in site rentals was impacted by the following items, in no particular order: renewals or extensions of customer contracts, escalations
and cancellations of customer contracts, inclusive of the impact of straight-line accounting. Our operating segment results for
2009 and 2008, including CCUSA, are'discussed below (see "Item 7. MD&A—Results of Operations —Comparison of Operating
Segments ").
Comparison of Operating Segments
Our reportable operating segments for 2010 are (1) CCUSA, primarily consisting of our U.S. tower operations, and (2) CCAL,
our Australian tower operations. Our financial results are reported to management and the board of directors in this manner.
See note 16 to ow consolidated financial statements for segment results and a reconciliation of net income (loss) to Adjusted
EBITDA (defined below).
Our measurement of profit or loss currently used to evaluate our operating performance and operating segments is earnings
before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA"). Our measure of Adjusted
EBITDA may not be comparable to similarly titled measures of other companies, including companies in the tower sector, and is
not a measure of performance calculated in accordance with U.S. generally accepted accounting principles ("GAAP").
We define Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write -down charges, acquisition
and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred financing costs, gains
(losses) on purchases and redemptions of debt, net gain (loss) on interest rate swaps, impairment of available -for -sale securities,
interest and other income (expense), benefit (provision) for income taxes, cumulative effect of a change in accounting principle,
income (loss) from discontinued operations and stock -based compensation expense (see note 12 to our consolidated financial
statements). The calculation of Adjusted EBITDA for our operating segments is set forth in note 16 to our consolidated financial
statements. Adjusted EBITDA is not intended as an alternative measure of operating results or cash flows from operations as
determined in accordance with GAAP, and Adjusted EBITDA may not be comparable to similarly titled measures of other
companies. Adjusted EBITDA is discussed further under "Item 7. 11ID&A Accounting and Reporting Matters—Non-GAAP
Financial Measures."
CCUSA-2010 and 2009. Net revenues for 2010 increased by $175.1 million, or 11%, from 2009. This increase in net
revenues resulted from an increase in site rental revenues of $141.6 million, or 10%, for the same periods. This increase in site
rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order: new tenant
additions across our entire portfolio, renewals or extensions of customer contracts, escalations and cancellations of customer
contracts. See "Item 7. MD&A—Accounting and Reporting Matters —Critical Accounting Policies and Estimates" for a further
discussion of our revenue recognition policies. Tenant additions were influenced by the previously mentioned growth in the wireless
communications industry. We amended a site rental contract with one of our four largest customers during 2010 to provide the
customer with the ability to add equipment to its existing antennas on our towers without the need to pay additional rent on
individual amendments at each tower, with limited exceptions, in exchange for an increase in rent on the customer's existing
contracts. During 2010, we continued to derive a large portion of our site rental revenues from the four largest wireless carriers
in the U.S., although a significant portion of our new tenant additions were from customers offering emerging wireless services,
such as those offering wireless data only technologies, including Clearwire, a provider of wireless mobile internet services. See
also "Item 1. Business —The Company—CCUSA."
Site rental gross margins for 2010 increased by $137.3 million, or 13%, from 2009. The increase in the site rental gross
margins was related to the previously mentioned 10% increase in site rental revenues. Site rental gross margins for 2010 increased
primarily as a result of the high incremental margins associated with tenant additions given the relatively fixed costs to operate a
tower. The $137.3 million incremental margin represents 97% of the related increase in site rental revenues.
19
Network services and other revenues for 2010 increased by $33.6 million, or 25%, from 2009, and the related gross margin
increased by $14.3 million, or 31%, from 2009. Our network services business is of a variable nature as these revenues are not
under long-term contracts. The increase in our net -work services and other revenues reflect our increased market share, as well as
the general volatility in the volume and mix of such work. Wewere able to achieve this growth in revenues while modestly
expanding our related gross margin.
General and administrative expenses for 2010 increased by $7.2 million, or 5%, from 2009 but decreased to 8% of net
revenues from 9%. General and administrative expenses are inclusive of stock -based compensation charges, which increased by
$6.8 million from 2009 to 2010, as discussed further in note 12 to our consolidated financial statements. The increase in stock -
based compensation was driven by the furthered emphasis on the long-term incentive compensation component of total
compensation for senior management, which we believe further aligns compensation with stockholder value. Typically, our general
and administrative expenses do not significantly increase as a result of the co -location of additional tenants on our towers.
Adjusted EBITDA for 2010 increased by $151.6 million, or 16%, from 2009. Adjusted EBITDA was positively impacted
by the growth in our site rental and services businesses, including the high incremental site rental margin on the new tenant
additions.
Depreciation, amortization and accretion for 2010 increased Iby $11.4 million, or 2%, from 2009. The small increase is
consistent with the movement in our fixed assets and intangible assets, which did not materially change between 2009 and 2010.
During 2009 and 2010, we refinanced the vast majority of ouridebt in order to extend and ladder the maturities of our debt
portfolio. This refinancing activity included purchasing and early retiring certain of our debt, resulting in a net loss of $138.4
million for 2010, inclusive of make whole payments. The increase in interest expense and amortization of deferred financing costs
of $44.9 million, or 10%, in 2010 resulted predominately from (1)a $35.4 million increase in the amortization of interest rate
swaps primarily related to the loss on the swaps hedging the refinancing of the 2005 tower revenue notes and the 2006 tower
revenue notes and (2) the net impact of our various refinancings. During 2010, we recorded losses on interest rate swaps of $286.4
million, which predominately resulted from an increase in the liability due to changes in the LIBOR yield curve for those swaps
not subject to hedge accounting. As of December 31, 2010, all of ourlforward-starting interest rate swaps are settled. For a further
discussion of the debt refinancings and the interest rate swaps see notes 6 and 7 to our consolidated financial statements, 'Item 7.
MD&A-Liquidity and Capital Resources" and 'Item 7A. Quantitative and Qualitative Disclosures About Market Risk."
Benefit (provision) for income taxes for 2010 was a benefit of $28.8 million compared to a benefit of $77.7 million for 2009.
As further discussed in note 9 to our consolidated financial statements, we were limited in our ability to recognize federal tax
benefits on our losses during 2010, except for $19.8 million of federal tax benefits recorded predominately as a result of discrete
events, including acquisitions. As of December 31, 2010, we are unable to recognize additional federal tax benefits in future
periods unless discrete events allow us to record additional deferred tax liabilities. Tax benefits for 2009 predominately reflect
our recognition of federal tax benefits on our losses and a reversal of $20.6 million of state tax valuation allowance.
Net income (loss) attributable to CCIC stockholders for 2010 was a loss of $310.2 million, inclusive of (1) net losses from
interest rate swaps of $286.4 million and (2) net losses from repayments and purchases and early retirement of debt of $138.4
million. Net income (loss) attributable to CCIC stockholders for 2009 was a loss of $115.4 million, inclusive of (1) net losses from
repayments and purchases and early retirement of debt of $91.1 million and (2) net losses from interest rate swaps of $93.0 million.
The increase in net loss was predominately due to (1) the previously mentioned charges and benefits and (2) the previously
mentioned increase in interest expense of $44.9 million, partially offset by (3) growth in our site rental and service businesses.
CCAL-2010 and 2009. The increases and decreases between 2010 and 2009 are inclusive of exchange rate fluctuations.
The average exchange rate of Australian dollars to U.S dollars for 2010 was approximately 0.92, an increase of 16% from
approximately 0.79 for the same period in the prior year. See "Item 7A. Quantitative and Qualitative Disclosures About Market
Risk."
Total net revenues for 2010 increased by $18.1 million, or 21 %, from 2009. Site rental revenues for 2010 increased by $16.0
million, or 21%, from 2009. The increase in the exchange rate positively impacted net revenues and site rental revenues by
approximately $14.3 million and $12.9 million, respectively, and accounted for an increase of 17% in both net revenues and site
rental revenues for 2010 from 2009. Site rental revenues were also impacted by various other factors inclusive of straight-line
accounting, including, in no particular order: new tenant additions on our towers, renewals of customer contracts, escalations and
cancellations of customer contracts.
Site rental gross margins increased by $9.7 million, or 18%, for 2010 from $53.6 million and Adjusted EBITDA for 2010
increased by $7.0 million, or 15%, from 2009. The increase in the site rental gross margin and Adjusted EB ITDAwere predominately
due to exchange rate fluctuations.
Net income (loss) attributable to CCIC stockholders for 2010 was a net loss of $0.7 million, compared to net income of $1.1
20
million for 2009. The change from net income to net loss was predominately due to the following, exclusive of the impact from
exchange rate fluctuations: (1) an increase in interest expense and amortization of deferred financing costs, the majority of which
was due to an increase in the variable interest rate of our intercompany debt, (2) an increase in general and administrative expenses
due to an increase in stock -based compensation, and (3) lower depreciation expense for 2010, as a result of recording depreciation
expense for towers that were acquired in 2008 with short useful lives for accounting purposes driven by the short term of the
underlying ground lease.
CCUSA-2009 and 2008. Net revenues for 2009 increased by $163.0 million, or 11%, from 2008. This increase in net
revenues resulted from an increase in site rental revenues of $141.9 million, or 11%, for the same periods. This increase in site
rental revenues was impacted by the following items, inclusive of straight-line accounting, in no particular order: new tenant
additions across our entire portfolio, renewals or extensions of customer contracts, escalations and cancellations of customer
contracts. See "Item 7. MD&A-Accounting and Reporting Matters -Critical Accounting Policies and Estimates" for a further
discussion of our revenue recognition policies. Tenant additions were influenced by the previously mentioned growth in the
wireless communications industry. Although we continued to derive a large portion of our site rental revenues from the four largest
wireless carriers in the U.S., a significant portion of our new tenant additions were from national wireless carriers other than the
four largest wireless carriers, such as those offering flat rate calling plans, and customers offering emerging wireless technologies,
such as wireless data only technologies, including Clearwire, a provider of wireless mobile internet services.
Site rental gross margins for 2009 increased by $141.3 million, or 16%, from 2008. The increase in site rental gross margins
was related to the previously mentioned 11% increase in site rental revenues. Site rental gross margins increased primarily as a
result of the high incremental margins associated with tenant additions given the relatively fixed costs to operate a tower. The
$141.3 million incremental margin represents 100% of the related increase in site rental revenues.
Network services and other revenues for 2009 increased by $21.2 million, or 19%, from 2008, and the related gross margin
increased by $10.1 million, or 28%, from 2008. The increase in network services and other revenues and the related gross margin
reflects (1) the volatility and variable nature of the network services business as these revenues are not under long-term contract,
(2) as well as an increase in our market share for installations on our towers driven partially by our focus on delivering customer
service and our emphasis on execution and expanding market share in the service business.
General and administrative expenses for 2009 increased by $7.7 million, or 6%, from 2008. General and administrative
expenses are inclusive of stock -based compensation charges, which increased by $3.3 million from 2008 to 2009, as discussed
further in note 12 to our consolidated financial statements. In addition to stock -based compensation, the increase in general and
administrative expenses was primarily due to the increase in salary and employee benefits, including an increase in the annual
bonus accrual due to 2009 performance and other non -recurring expenses, partially offset by the realization of certain cost
management initiatives. General and administrative expenses were 9% of net revenues for both 2009 and 2008. Typically, our
general and administrative expenses do not significantly increase as a result of the co -location of additional tenants on our towers.
Adjusted EBITDA for 2009 increased by $147.0 million, or 18%, from 2008. Adjusted EBITDA was positively impacted
by the growth in our site rental business including the high incremental margin on the tenant additions.
Depreciation, amortization and accretion for 2009 increased by $3.2 million, or less than 1%, from 2008. The small increase
is consistent with the movement in our fixed assets and intangible assets, which did not materially change between 2008 and 2009.
During 2009, we repaid or purchased $2.3 billion face value of debt using cash from our issuances of debt in order to extend
the maturities of our debt portfolio. As a result of purchasing and early retiring certain of our debt, we incurred a net loss of $91.1
million for 2009, inclusive of make whole payments. The increase in interest expense and amortization of deferred financing
costs of $92.6 million, or 26%, in 2009 resulted predominately from our total debt increasing by $462.6 million and the impact
of completing the refinancings at a higher weighted -average cost of debt. The refinancing of the 2006 mortgage loan did not
qualify for hedge accounting as the actual refinancing was not consistent with that anticipated as part of hedge accounting, which
resulted in discontinuing hedge accounting and reclassifying $132.9 million from accumulated other comprehensive income
("AOCI") to earnings during 2009. This loss was partially offset by gains on interest rate swaps that resulted from a decrease in
the liability for those swaps not subject to hedge accounting. For a further discussion of the debt refinancings and the interest rate
swaps see notes 6 and 7 to our consolidated financial statements, "Item 7. MD&A-Liquidity and Capital Resources" and "Item
7A. Quantitative and Qualitative Disclosures About Market Risk."
In 2008, we recorded non -cash impairment charges of $55.9 million, related to declines in the fair value of our investment
in FiberTower that were deemed other -than -temporary.
Benefit (provision) for income taxes for 2009 was a benefit of $77.7 million compared to $106.6 million for 2008. The
benefit for income taxes for 2009 is inclusive of a $20.6 million reversal of state tax valuation allowances. The effective tax rate
for 2009 differs from the federal statutory rate due predominately to these state tax benefits. The effective tax rate for 2008 differs
21
from the federal statutory rate predominately due to income tax benefits resulting from the completion of the IRS examination
and a full valuation allowance on our unrealized capital losses from our investment in FiberTower. See note 9 to our consolidated
financial statements.
Net income (loss) attributable to CCIC stockholders for 2009 was a loss of $115.4 million, inclusive of (1) net losses from
repayments and purchases and early retirement of debt of $91.1 million and (2) net losses from interest rate swaps of $93.0 million.
Net income (loss) attributable to CCIC stockholders for 2008 was a loss of $38.4 million, inclusive of (1) non -cash impairment
charges of $55.9 million related to our investment in FiberTower, (2) losses on the change in the fair value of certain interest rate
swaps of $37.9 million, and (3) tax benefits of $74.9 million resulting from the completion of an IRS examination. The increase
in net loss was predominately due to (1) the previously mentioned charges and benefits, (2) the previously mentioned increase in
interest expense of $92.6 million, and are partially offset by (3) growth in our core site rental business.
CCAL-2009 and 2008. The increases and decreases between 2008 and 2009 are inclusive of exchange rate fluctuations.
The average exchange rate of Australian dollars to U.S dollars for 2009 was approximately 0.79, a decrease of 7% from
approximately 0.85 for the same period in the prior year. See "Item 7A. Quantitative and Qualitative Disclosures About Market
Risk"
Total net revenues for 2009 decreased by $4.1 million, or 5%, from 2008. Site rental revenues for 2009 decreased by $1.2
million, or 2%, from 2008. The decrease in the exchange rate negatively impacted net revenues and site rental revenues by
approximately $6.5 million and $5.9 million, respectively, and accounted for a decline of 7% and 8%, respectively, for 2009 from
2008. Site rental revenues were also impacted by various other factors, inclusive of straight-line accounting, including, in no
particular order: new tenant additions on our towers, renewals of customer contracts, escalations and cancellations of customer
contracts. Net revenues were also impacted by a $2.9 million decrease in network services and other revenues. The decrease in
network services and other revenues reflects the volatility and variable nature of the network services business as these revenues
are not under long-term contract. See "Item 1. Business -The Company CCAL."
Adjusted EBITDA for 2009 decreased by $0.9 million, or 2%, from 2008. Adjusted EBITDA was negatively impacted by
the exchange rate fluctuations. Site rental gross margins decreased by $1.1 million, or 2%, for 2009 from $54.7 million.
Net income (loss) attributable to CCIC stockholders for 2009 was a net income of $1.1 million, compared to a net loss of
$10.5 million for 2008. The change from net loss to net income was primarily driven by a decrease in interest expense and
amortization of deferred financing costs of $9.7 million, the majority of which was due to a decrease in the variable interest rate
of our intercompany debt.
Liquidity and Capital Resources
Overview
General. We believe our site rental business can be characterized as a stable cash flow stream, generated by revenues under
long-term contracts, that should be recurring for the foreseeable future. For more than five years, our cash from operations have
exceeded our cash interest payments and sustaining capital expenditures and provided us with cash available for discretionary
investments. We seek to allocate the cash produced by our operations in a manner that will enhance per share operating results.
See "Item 1. Business" for a further discussion of how we seek to allocate our available capital. During 2010, we increased our
discretionary investments from 2009 levels, as a result of the financial flexibility afforded by financing activities completed during
2009 and early 2010 that extended our debt maturities. Our significant financing activities during 2010 included the following:
• We extended the maturity of our debt by issuing an aggregate of $3.5 billion in face value of the 2010 tower revenue
notes, using a portion of the proceeds to repay the remaining outstanding 2005 tower revenue notes and the 2006 tower
revenue notes. In addition to repaying these tower revenue notes, we purchased or repaid $237.7 million face value of
our debt for $260.1 million in cash.
• We paid $697.8 million to settle all of our remaining forward -starting interest rate swaps.
We purchased 4.1 million shares of our common stock for $159.6 million in cash.
Liquidity Position. The following is a summary of our capitalization and liquidity position. See "Item 7A. Quantitative and
Qualitative Disclosures About Market Risk" and notes 6 and 8 to our consolidated financial statements for additional information
regarding our debt.
22
Cash and cash equivalents(a)
Undrawn revolver availability(b)
Debt and other Long-term obligations.
Redeemable preferred stock
Stockholders' equity
December 31, 2010
(In thousands of dollars)
112,531
243,000
6,778,894
316,581
2,444,994
(a) Exclusive of $226.0 million of restricted cash.
(b) Availability at any point in time is subject to certain restrictions based on the financial maintenance covenants contained in our credit agreement. See "lvm&A
—Liquidity and Capital Resources Debt Covenants."
Over the next 12 months, we expect that our cash on hand, undrawn revolver availability and cash flows from operating
activities (net of cash interest payments), should be sufficient to cover our expected (1) debt service obligations of $28.7 million
(principal payments) and (2) capital expenditures in excess of $300 million (sustaining and discretionary). As CCIC and CCOC
are holding companies, this cash flow from operations is generated by our operating subsidiaries.
Over the next twelve months we have no debt maturing other than nominal principal payments on amortizing debt. We may
utilize cash flows from operations to repay some or all of the $157.0 million outstanding under the revolver prior to its maturity
in September 2013. We do not anticipate the need to access the capital markets to refinance our existing debt until at least 2014
when our term loans mature ($625.6 million outstanding as of December 31, 2010). However, we may access the capital markets
to fund our obligation to redeem all outstanding shares of 6.25% convertible preferred stock in August 2012 for approximately
$318 million plus any unpaid dividends on that preferred stock. See 'Item 7A. Quantitative and Qualitative Disclosures About
Market Risk" for a tabular presentation of our debt maturities as of December 31, 2010.
Long-term Strategy. We seek to maintain a capital structure that we believe drives long-term shareholder value and optimizes
our weighted -average cost of capital. Over the long term, we target leverage of approximately five times Adjusted EBITDA and
interest coverage of approximately three times Adjusted EBITDA, subject to various factors such as the availability and cost of
capital and the potential long-term return on our discretionary investments. In furtherance of this long-term strategy, we contemplate
funding our discretionary investments primarily with operating cash flows and, in certain instances, potential future debt financings
and issuances of equity or equity related securities. As a result, anticipated future growth in site rental cash flows and corresponding
increases in Adjusted EBITDA should reduce our leverage. Conversely, as our cash flows and Adjusted EBITDA grow, we may
seek to increase our debt in nominal dollars to maintain or achieve a certain targeted leverage. Despite this long-term strategy,
we may increase our leverage over the shorter term in order to pursue a discretionary investment.
Summary Cash Flows Information
Net cash provided by (used for);
Operating activities
Investing activities
Financing activities
Effect of exchange rate. changes on cash
Net increase (decrease) in cash and cash equivalents
Operating Activities
Years Ended December 31,
2010
2009
2008
(In thousands of dollars)
603,430 $ 571,256 $ 513,001
(390,949) (172,145) (476,613)
(866,624) 214,396 47,717
528, (2,580) (4,131)
(653,615) $ 610,927 $ 79,974
The increase in net cash provided by operating activities for 2010 from 2009 and 2008 was due primarily to growth in our
core site rental business, partially offset by an increase in the amount of cash used to meet working capital needs. The year -over -
year increase in the working capital used in 2010 from 2009 of $99.3 million resulted primarily from changes in accrued interest
and deferred site rental receivables. Changes in working capital, and particularly changes in deferred site rental receivables,
deferred rental revenues, prepaid ground leases, restricted cash and accrued interest, can have a significant impact on net cash
from operating activities, largely due to the timing of prepayments and receipts. We expect net cash provided by operating activities
for the year ended December 31, 2011 will be sufficient to cover the next 12 months of our expected debt service obligations and
capital expenditures. We expect to grow our cash flows provided by operating activities in the future (exclusive of movements
23
in working capital) if we realize expected growth in our site rental business.
We pay minimal cash income taxes as a result of our net operating loss carryforwards. We expect to generate taxable income
in the future, and based upon current projections, we expect to fully utilize our $2.4 billion of federal net operating losses by 2017.
Investing Activities
Capital Expenditures. We categorize our capital expenditures as sustaining or discretionary. Sustaining capital expenditures
include capitalized costs related to (1) maintenance activities on our towers, which are generally related to replacements and
upgrades that extend the life of the asset, (2) vehicles, (3) information technology equipment, and (4) office equipment.
Discretionary capital expenditures, which we also commonly refer to as "revenue -generating capital expenditures," include
(1) purchases of land under towers, (2) tower improvements in order to support additional site rentals, and (3) the construction of
towers.
A summary of our capital expenditures for the last three years is as follows:
Discretionary:
Land purchases
Tower improvements and other
Construction of towers
Sustaining
Total
For Years Ended December 31,
2010
2009
2008
(In thousands of dollars)
109,097 $
73,917..
20,718
24,326
25,495 $ 201,255
101,298 90,111
18,683 132,301
28,059 27,065
228,058 $ 173,535 $ 450,732
As previously mentioned, during 2010 we increased our capital expenditures from our 2009 levels following our financing
activities in 2009 and 2010 that extended our debt maturities. Other than sustaining capital expenditures, which we expect to be
approximately $20 million to $25 million for the year ended December 31, 2011, our capital expenditures are discretionary and
are made with respect to activities which we believe exhibit sufficient potential to improve our long-term results of operations on
a per share basis. We expect to use in excess of $300 million of our cash flows on capital expenditures (sustaining and discretionary)
for full year 2011, with less than one-third of our total capital expenditures targeted for our existing tower assets related to customer
installations and related capacity improvement. Our decisions regarding capital expenditures are influenced by the availability
and cost of capital and expected returns on alternative investments. The following is a discussion of certain aspects of our capital
expenditures.
Tower improvement capital expenditures typically vary based on (1) the type of work performed on the towers, with
the installation of a new antenna typically requiring greater capital expenditures than a modification to an existing
installation and (2) the existing capacity of the tower prior to installation.
We increased our purchases of land from 2009 to 2010 as a result of our focus on maintaining long-term control of our
assets. We expect to retain long-term control of our towers by continuing to supplement land purchases with extensions
of the terms of ground leases for land under our towers.
Acquisitions. In September 2010, we acquired NewPath, a provider of DAS networks, through a merger with and into a
subsidiary of ours. The total cash consideration was approximately $128 million. See note 3 to our consolidated financial statements
for a further discussion of the NewPath acquisition.
Financing Activities
As discussed in "Item 7. MD&A—Liquidity and Capital Resources —Overview, "as a result of the financial flexibility afforded
us after completing these financing activities, we increased our discretionary investments, including purchases of our common
stock and the settlement of all remaining forward -starting interest rate swaps.
Issuances of Debt. During 2010, we refinanced the 2005 tower revenue notes and the 2006 tower revenue notes through the
issuance of the January 2010 tower revenue notes and the August 2010 tower revenues notes (collectively, "2010 tower revenue
notes"). These refinancings extended our debt maturities. As of December 31, 2010, 71% of our CCUSA towers and the cash
flows from these towers effectively secure $4.7 billion of our debt. In addition, distributions paid from our entities that hold
approximately 4,900 towers will also service this secured debt. See note 6 to our consolidated financial statements for a further
discussion on the refinancing of our tower revenue notes.
24
Debt Purchases and Repayments. See note 6 to our consolidated financial statements for a summary of our purchases and
repayments of debt during 2009 and 2010, including the gains (losses) on purchases and repayments.
Interest Rate Swaps. During 2010, we settled all of our forward -starting interest rate swaps. See note 7 to our consolidated
financial statements for a further discussion of interest rate swaps, including (1) cash payments made to settle all remaining forward -
starting interest rate swaps and (2) the impact on our earnings.
Common Stock Activity. As of December 31, 2010, 2009 and 2008, we had 290.8 million, 292.7 million and 288.5 million
common shares outstanding, respectively. During 2010, we purchased 4.1 million shares of common stock at an average price of
$38.62 per share utilizing $159.6 million in cash. We may continue to purchase our common stock in the future as we seek to
allocate capital to discretionary investments in a manner that we believe will enhance per share results. See "Item 1. Business —
Strategy."
Revolving Credit Agreement. The proceeds of our revolving credit facility may be used for general corporate purposes,
which may include the financing of capital expenditures, acquisitions and purchases of our common stock. Typically, we use our
revolving credit facility to fund discretionary investments and not for operating activities such as working capital since we generate
cash flows from operations. Our only borrowing under the revolving credit facility during 2010 was $157.0 million in December
to fund a portion of the cash settlement of our previously outstanding forward -starting interest rate swaps. As of December 31,
2010, the weighted -average interest rate of the revolving credit facility was 2.4% (including the credit spread). See note 6 to our
consolidated financial statements.
Preferred Stock Dividends. We have the option to pay dividends on our 6.25% convertible preferred stock in cash or shares
of common stock (valued at 95% of the current market value of the common stock, as defined) (see "Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities'). Since 2005, we have elected to pay
the dividends in cash and expect to continue to do so for the foreseeable future. We are required to redeem all outstanding shares
of our 6.25% convertible preferred stock on August 15, 2012 at a price equal to the liquidation preference plus accumulated and
unpaid dividends. The shares of 6.25% convertible preferred stock are convertible, at the option of the holder, in whole or in part
at any time, into shares of common stock at a conversion price of $3 6.875 per share of common stock. Under certain circumstances,
we have the right to convert the 6.25% convertible preferred stock, in whole or in part, into 8.6 million shares of common stock
if the price per share of our common stock equals or exceeds 120% of the conversion price or $44.25 for at least 20 trading days
in any consecutive 30-day trading period.
Restricted Cash. Pursuant to the indenture governing our operating companies' debt, all rental cash receipts of the issuers of
these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash in excess of required
reserve balances is subsequently released to us in accordance with the terms of the indentures. See also notes 2 and 6 to our
consolidated financial statements.
Contractual Cash Obligations
The following table summarizes our contractual cash obligations as ofDecember 31, 2010. These contractual cash obligations
relate primarily to our outstanding borrowings and lease obligations for land under our towers. The debt maturities reflect contractual
maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment
dates on the tower revenue notes (see footnote (b)).
Contractual Obligations (a)
Debt and other long-term obligations(b)
Interest payments on debt and other
long-term obligations(b) (c)
Lease obligations(d)
Redeemable preferred stock
Dividend payments on redeemable
prefered stock(e) -`
Other
Total contractual obligations
Years Ending December 31,
2011 2012 2013 2014 2015
$ 28,687 $ 29,637
398,956
298,377
Thereafter Totals
(In thousands of dollars)
$185,670 $ 628,413 $ 889,606 $ 5,105;577
397,632 396,252
302,865 305,600
318,050
19,877 14,907
10,617
1,172
518
386,641
306,164
1,787
$ 6,867,590
366,833 7,803,572 9,749,886
306,938 3,659,949 _5,179,893
— 318,050
34,784
14,094
$ 756,514. $1,064,263 $ 888,040 $ .1;323,005 $ 1,563,377 $16;569,098 $ 22,164,297
(a) The following items are in addition to the obligations disclosed in the above table:
• We have a legal obligation to perform certain asset retirement activities, including requirements upon lease termination to remove towers or remediate
25
the land upon which our towers reside. The cash obligations disclosed in the above table, as of December 31, 2010, are exclusive of estimated
undiscounted future cash outlays for asset retirement obligations of approximately $1.7 billion. As of December 31, 2010, the net present value of these
asset retirement obligations was approximately $63.8 million.
We are obligated under letters of credit to various landlords, insurers and other parties in connection with certain contingent retirement obligations
under various tower land leases and certain other contractual obligations. The letters of credit were issued through one of CCUSA's lenders in amounts
aggregating $13.5 million and expire on various dates through December 2011.
• We are obligated to pay or reimburse others for property taxes related to our towers. See note 14 to our consolidated financial statements.
• We have unrecognized tax benefits of $9.2 million as of December 31, 2010. See note 9 to our consolidated financial statements.
(b) If the tower revenue notes are not repaid in full by their anticipated repayment dates (ranging from 2015 to 2020), then the interest rate increases by an
additional approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes.
The tower revenue notes are presented based on their contractual maturity dates and include the impact of an assumed 5% increase in interest rate that would
occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of
the issuers of the tower revenue notes. The full year 2010 Excess Cash Flow of the issuers was approximately $425.0 million.
(c) Interest payments on the floating rate debt are based on estimated rates currently in effect.
(d) Amounts relate primarily to lease obligations for the land on which our towers reside, and are based on the assumption that payments will be made through
the end of the period for which we hold renewal rights. See table below summarizing remaining terms to expiration.
(e) The dividends on the preferred stock can be paid in cash or common stock at our election. See note 10 to our consolidated financial statements.
The following table summarizes our rights to the land under our towers, including renewal terms at our option, as of
December 3 I, 2010. As ofDecember 31, 2010, the leases for land under our towers had an average remaining life of approximately
31 years, weighted based on site rental gross margin. See "Item 1A. Risk Factors."
Remaining Term, In Years(c)
Owned in fee or perpetuallong-term easements
20+ years
10 years to less than 20 years
5 years to less than 10 years
1 year. to less than 5 years
0 to less than 1 year
Total
(a) For the year ended December 31, 2010.
(b) Without consideration of the term of the customer contract agreement.
(c) Inclusive of renewal terms at our option.
Debt Covenants
Percent of Total Towers
Percent of Total Site Rental
Gross Margins(a) (b)
26% -: 34%
36% 35%
27% 22%
7% 6%
3%0 : 2%
1% 1%
100%'100%
Our debt obligations contain certain financial covenants with which CCIC or our subsidiaries must maintain compliance in
order to avoid the imposition of certain restrictions. Various of our debt obligations also place other restrictions on CCIC or our
subsidiaries, including the ability to incur debt and liens, purchase our securities, make capital expenditures, dispose of assets,
undertake transactions with affiliates, make other investments and pay dividends. We are permitted to issue additional indebtedness
at CCIC and at our operating subsidiaries if no covenant violations occur (including the below mentioned restrictive covenants)
and certain other requirements are met, which may include rating agency confirmations. See note 6 to our consolidated financial
statements for further discussion of our debt covenants.
Factors that are likely to determine our subsidiaries' ability to comply with their current and future debt covenants include
their (1) financial performance, (2) levels of indebtedness, and (3) debt service requirements. Given the current level of
indebtedness and debt services requirements of our subsidiaries, the primary risk of a debt covenant violation would be from a
deterioration of a subsidiary's financial performance. Should a covenant violation occur in the future as a result of a shortfall in
financial performance (or for any other reason), we might be required to make principal payments earlier than currently scheduled
and may not have access to additional borrowings under these facilities as long as the covenant violation continues. If we fail to
comply with the debt restrictions, we will be in default under those instruments, which could cause the maturity of a substantial
portion of our long-term indebtedness to be accelerated. If our operating subsidiaries were to default on the debt, the trustee could
seek to pursue the collateral securing the debt, in which case we could lose the towers and the future revenues associated with the
towers. We currently have no financial covenant violations; and based upon our current expectations, we believe our operating
results will be sufficient to comply with our debt covenants over the near and long-term. See "Item 1A. Risk Factors."
The financial maintenance covenants under our debt agreements, exclusive of cash trap reserve covenants, are as follows:
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As of
Current Covenant December 31,
Debt Requirement 2010(d) At Inception(d)
Consolidated Leverage Ratio(a) Credit Agreement <7.50 , .. 5.4 8.9
Consolidated Interest Coverage Ratio(b)(c) Credit Agreement >2.00 3.1 1.9
(a) For consolidated CCIC, this ratio is calculated as the ratio of Consolidated Total Debt (as defined in the credit agreement and calculated in accordance with
GAAP) to Consolidated Adjusted EBITDA (as defined in the credit agreement) for the most recently completed quarter multiplied by four; at inception the
covenant requirement was less than 9.25 and decreased thereafter in accordance with the credit agreement. Consolidated Adjusted EBITDA is calculated
in substantially the same manner as Adjusted EBITDA used in our segment reporting, which is discussed further in 'Item 7. MD&A Accounting and
Reporting Matters—Non-GAAP Financial Measures" and note 16 to our consolidated financial statements.
(b) For consolidated CCIC, this ratio is calculated as the ratio of Consolidated Adjusted EBITDA for the most recently completed quarter multiplied by four to
Consolidated Pro forma Debt Service (as defined in the credit agreement). Consolidated Pro forma Debt Service is calculated as interest to be paid over the
succeeding 12 months on the principal balance of debt then outstanding based on the then current interest rate for such debt.
(c) In addition, the credit agreement contains covenants related to the debt service coverage ratios of 200, 1.75 and 1.75, respectively, for the 2010 tower
revenue notes, 2009 securitized notes and 7.75% secured notes, which are calculated in substantially the same manner as the covenants in the respective
debt agreements discussed under the cash trap reserve covenants below. The covenants in the credit agreement are more stringent than the cash trap
covenants in the respective debt agreements.
(d) The covenant requirement ratios have become more stringent since the inception date in accordance with the credit agreement. The covenant requirement
ratios were in compliance with the credit agreement at the date of inception.
The following are the ratios applicable to the cash trap reserve covenants under our debt agreements that could require the
cash flows generated by the issuers and their subsidiaries to be deposited in a reserve account and not released to us:
Current As of
Covenant December 31,
Debt Requirement(a) 2010 At Inception
Debt Service Coverage Ratio(b) 2010 Tower Revenue Notes >1.75 3.4 2.9
Debt Service Coverage Ratio(b) 2009 Securitized Notes >1.30 2.7 2.4
Consolidated Fixed Charge Coverage Ratio(b) 7.75% Secured Notes >1.35 2.9 2.5
(a) The 2009 securitized notes and 2010 tower revenue notes also have amortization coverage thresholds of 1.15 and 1.45, respectively, which could result in
applying current and future cash in the reserve account to prepay the debt with applicable prepayment consideration. For the 7.75% secured notes, if the
Consolidated Fixed Charge Coverage Ratio is equal to or less than 1.20 and the aggregate amount of cash deposited in the reserve account exceeds $100.0
million, the issuing subsidiaries will be required to commence an offer to purchase the 7.75% secured notes using the cash in the reserve account. See note
(b) below for a discussion of the calculation of the Debt Service Coverage Ratio and Consolidated Fixed Charge Coverage Ratio.
(b) The Debt Service Coverage Ratio and Consolidated Fixed Charge Coverage Ratio are both calculated as site rental revenue (in accordance with GAAP),
less: (1) cost of operations (in accordance with GAAP), (2) straight-line rental revenues, (3) straight-line ground lease expenses, (4) management fees, and
(5) sustaining capital expenditures, using the results for the previous 12 months then ended to the amount of interest to be paid over the succeeding 12 months
per the terms of the respective agreement.
The 9% senior notes and 7.125% senior notes contain restrictive covenants with which CCIC and our restricted subsidiaries
must comply, subject to a number of exceptions and qualifications, including restrictions on our ability to incur incremental debt,
issue preferred stock, guarantee debt, pay dividends, repurchase our capital stock, use assets as security in other transactions, sell
assets or merge with or into other companies, and make certain investments. Certain of these covenants are not applicable if there
is no event of default and if the ratio of our Consolidated Debt (as defined in the senior notes indenture) to our Adjusted Consolidated
Cash Flows (as defined in the senior notes indenture) is less than 7.0 to 1. As of December 31, 2010, such restrictions were not
applicable because there has been no event of default and our ratio of Consolidated Debt to Adjusted Consolidated Cash Flows is
less than 7.0 to 1; based on our estimates of Consolidated Debt to Adjusted Consolidated Cash Flows and our current indebtedness,
we do not expect such restrictions to be applicable for the foreseeable future. The 9% senior notes and 7.125% senior notes do
not contain any financial maintenance covenants.
Off -balance Sheet Arrangements
We have no off -balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Accounting and Reporting Matters
Critical Accounting Policies and Estimates
The following is a discussion of the accounting policies and estimates that we believe (1) are most important to the portrayal
of our financial condition and results of operations and (2) require our most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effect of matters that are inherently uncertain. The critical accounting policies and
27
estimates for 2010 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated
fmancial statements for a summary of our significant accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by GAAP, with no need for management's judgment. In other cases, management is required
to exercise judgment in the application of accounting principles with respect to particular transactions.
Revenue Recognition. Over 90% of our total revenue for 2010 consists of site rental revenues, which are recognized on a
monthly basis over the fixed, non -cancelable term of the relevant contract (generally ranging from five to 15 years), regardless of
whether the payments from the customer are received in equal monthly amounts. If the payment terms call for fixed escalations
(as in fixed dollar or fixed percentage increases) or rent free periods, the effect is recognized on a straight-line basis over the fixed,
non -cancelable term of the contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant
contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an
inflation -based index) in addition to a minimum. Up -front billings to customers for their negotiated share of the cost of tower
modifications required to accommodate the installation of customer equipment are initially deferred and recognized over the term
of the applicable site rental contract. Since we recognize revenue on a straight-line basis, a portion of the site rental revenue in a
given period represents cash collected or contractually collectible in other periods. We record a deferred site rental receivable for
the difference between the straight -lined amount and the rent billed. We record an allowance for uncollectible deferred site rental
revenues for which increases or reversals of this allowance impact our site rental revenues. See note 2 to our consolidated financial
statements.
We provide network services relating to our towers, which represent less than 10% of our total revenues for 2010. Network
services and other revenue relate to installation services, as well as the following additional services: site acquisition, architectural
and engineering, zoning and permitting, other construction and other services related to network development. Network services
revenues are recognized after completion of the applicable service. We account for network services separately from the customer's
subsequent site rental.
See "Item 1. Business—CCUSA" for a further discussion of our site rental and network services business.
Accounting for Long -Lived Assets — Valuation. As of December 31, 2010, our largest asset was our telecommunications
towers (representing approximately $3.9 billion, or 80%, of our $4.9 billion in net book value of property and equipment), followed
by intangible assets and goodwill (approximately $2.3 billion and $2.0 billion in net book value, respectively, resulting
predominately from the Global Signal Merger in 2007 and other acquisitions of large tower portfolios). Nearly all (approximately
$2.2 billion net book value at December 31, 2010) of our identifiable intangibles relate to the site rental contracts and customer
relationships intangible assets. See note 2 to our consolidated financial statements for further information regarding the nature
and composition of the site rental contracts and customer relationships intangible assets.
We allocate the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair
value at the date of acquisition. Any purchase price in excess of the net fair value of the assets acquired and liabilities assumed is
allocated to goodwill. In the case of the Global Signal Merger, we paid a purchase price that resulted in goodwill for two primary
reasons (1) as a strategic measure to ensure that we maintained a tower portfolio of a comparable size to our largest competitor
and (2) to deliver the needed control premium necessary to effect the transaction. The fair value of the vast majority of our assets
and liabilities is determined by using either:
(1) estimates of replacement costs (for tangible fixed assets such as towers) or
(2) discounted cash flow valuationmethods (for estimating identifiable intangibles such as site rental contracts and customer
relationships and above -market and below -market leases).
The purchaseprice allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated
financial statements, including the amount of depreciation, amortization and accretion expense. The most important estimates for
measurement of tangible fixed assets are (1) the cost to replace the asset with a new asset and (2) the economic useful life after
giving effect to age, quality and condition. The most important estimates for measurement of intangible assets are (1) discount
rates and (2) timing and amount of cash flows including estimates regarding customer renewals and cancellations. The determination
of the fmal purchase price allocation could extend over several quarters resulting in the use of preliminary estimates that are subject
to adjustment until finalized.
We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our
ground leases, to remove towers or remediate the land upon which our towers reside. In determining the fair value of these asset
retirement obligations we must make several subjective and highly judgmental estimates such as those related to: (1) timing of
cash flows, (2) future costs and (3) discount rates. See note 2 to our consolidated financial statements.
Accounting for Long -Lived Assets — Useful Lives. We are required to make subjective assessments as to the useful lives of
our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly
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estimated, could be material to our consolidated fmancial statements. Depreciation expense for our property and equipment is
computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. The substantial
portion of our property and equipment represents the cost of our towers which is depreciated with an estimated useful life equal
to the shorter of (1) 20 years or (2) the term of the lease (including optional renewals) for the land under the tower.
The useful life of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit
us and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for
intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The
useful life of the site rental contracts and customer relationships intangible assets is limited by the maximum depreciable life of
the tower (20 years), as a result of the interdependency of the tower and site rental contracts and customer relationships. In contrast,
the site rental contracts and customer relationships are estimated to provide economic benefits for several decades because of the
low rate of customer cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and customer
relationships are valued based upon the fair value of the site rental contracts and customer relationships which includes assumptions
regarding both (1) customers' exercise of optional renewals contained in the acquired contracts and (2) renewals of the acquired
contracts past the contractual term including exercisable options, the site rental contracts are amortized over a period not to exceed
20 years as a result of the useful life being limited by the depreciable life of the tower.
Accounting forLong-Lived Assets — Impairment Evaluation — Intangibles. We review the carrying values of property and
equipment, intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amounts may not be recoverable. We utilize the following dual grouping policy for purposes of determining the
unit of account for testing impairment of the site rental contracts and customer relationships:
(1) we pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio
groups and
(2) we separately pool site rental contracts and customer relationships by significant customer or by customer grouping
for individually insignificant customers, as appropriate.
We first pool site rental contracts and customer relationships intangible assets and property and equipment into portfolio
groups for purposes of determining the unit of account for impairment testing, because we view towers as portfolios and a tower
in a given portfolio and its related customer contracts are not largely independent of the other towers in the portfolio. We re-
evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations
regarding disposal of towers, (2) the interdependencies of tower portfolios and (3) the manner in which towers are traded in the
marketplace. The vast majority of our site rental contracts and customer relationships intangible assets and property and equipment
are pooled into the U.S. owned tower group. Secondly, and separately, we pool site rental contracts and customer relationships by
significant customer or by customer grouping for individually insignificant customers, as appropriate, for purposes of determining
the unit of account for impairment testing because we associate the value ascribed to site rental contracts and customer relationships
intangible assets to the underlying contracts and related customer relationships acquired.
Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts
may not be recoverable will generally involve (1) a deterioration in an asset's fmancial performance compared to historical results,
(2) a shortfall in an asset's financial performance compared to forecasted results, or (3) changes affecting the utility of the asset.
When considering the utility of our assets, we consider events that would meaningfully impact (1) our towers or (2) our customer
relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our
towers or (2) our ability to derive benefit from our existing customer relationships, including events such as bankruptcy or
insolvency or loss of a significant customer. During 2010, there were no events or circumstances that caused us to review the
carrying value of our intangible assets and property and equipment due in part to our assets performing consistently with or better
than our expectations.
If the sum of the estimated future cash flows (undiscounted) from an asset, or portfolio group, significant customer or customer
group (for individually insignificant customers), as applicable, is less than its carrying amount, an impairment loss is recognized.
If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair
value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations
of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our towers and (2) estimates regarding
customer cancellations and renewals of contracts. We could record impairments in the future if changes in long-term market
conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations
which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account
in the future.
When grouping assets into pools for purposes of impairment evaluation, we also consider individual towers within a grouping
for which we currently have no tenants. Approximately 2% of our total towers currently have no tenants. We continue to pay
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operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the
individual tower site demographics. In fact, we have current visibility to potential tenants on approximately half of these towers.
To the extent we do not believe there are long-term prospects of obtaining tenants on an individual tower and all other possible
avenues for recovering the carrying value of the tower have been exhausted, including sale of the tower, we appropriately reduce
the carrying value of such towers.
Accounting for Long -Lived Assets — Impairment Evaluation — Goodwill. Nearly all of our goodwill is recorded at CCUSA.
We test goodwill for impairment on an annual basis, regardless of whether adverse events or changes in circumstances have
occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting units. Goodwill is
then tested using a two-step process that begins with an estimation of fair value of the reporting unit using an income approach,
which looks to the present value of expected future cash flows. The first step, commonly referred to as a "step one impairment
test," is a screen for potential impairment while the second step measures the amount of impairment if there is an indication from
the first step that one exists. Our reporting units are the operating segments since segment management operates their respective
tower portfolios as a single network. Our measurement of the fair value for goodwill is based on an estimate of discounted future
cash flows of the reporting unit. The most important estimates for such calculations are (1) expected additions of new tenants and
equipment on our towers, (2) estimates regarding customer cancellations and renewal of customer contracts, (3) the terminal
multiple for our projected cash flows, (4) our weighted -average cost of capital, and (5) control premium.
On October 1, 2010, we performed our annual goodwill impairment test. The results of this test indicated that goodwill was
not impaired at either of our reporting units. The fair value of our net assets as measured by our market capitalization was over
five times greater than the aggregate carrying amount of the reporting units as of December 31, 2010. Although we currently are
not at risk of failing a step one impairment test, a future change in our reporting units (unit of account) or assumptions surrounding
the most important estimates included in our impairment test could result in the recognition of an impairment.
Interest Rate Swaps. We enter into interest rate swaps to manage and reduce our interest rate risk. The designation of our
interest rate swaps as cash flow hedges requires judgment, including with respect to the required assessment of the effectiveness
of hedging relationships both at inception and on an on -going basis. The effective portion of changes in fair value of interest rate
swaps designated as cash flow hedges is recorded in AOCI and is recognized in earnings when the hedged item affects earnings.
In contrast, the change in fair value of interest rate swaps related to hedge ineffectiveness and for those not designated as cash
flow hedges is immediately marked to market in earnings. In assessing the effectiveness of our forward -starting swaps both at
inception and on an on -going basis, we must make several highly subjective and judgmental estimates such as assessing (1) the
timing, amount, nature and probability of future expected refinancings and (2) whether it is probable that the counterparties to our
swaps will default. See also notes 2, 7 and 8 to our consolidated financial statements.
Deferred Income Taxes. We record deferred income tax assets and liabilities on our consolidated balance sheet related to
events that impact our financial statements and tax returns in different periods. In order to compute these deferred tax balances,
we first analyze the differences between the book basis and tax basis of our assets and liabilities (referred to as "temporary
differences"). These temporary differences are then multiplied by current tax rates to arrive at the balances for the deferred income
tax assets and liabilities. A valuation allowance is provided on deferred tax assets that do not meet the "more likely than not"
realization threshold. We recognize a tax position if it is more likely than not it will be sustained upon examination. The tax position
is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement.
Before giving effect to any valuation allowances, we are in an overall net deferred tax asset position. Due to our history of
tax operating losses, we have recorded a valuation allowance on our net deferred tax assets that do not meet the "more likely than
not" realization threshold. As a result, we are in effect limited in our ability to recognize tax benefits in our results of operations
in the future. As further discussed in note 9 to our consolidated financial statements, we do not anticipate recognizing additional
federal tax benefits, unless future discrete events allow us to record additional deferred tax liabilities. If our expectations about
the future tax consequences of past events should prove to be inaccurate, the balances of our deferred income tax assets and
liabilities could require significant adjustments in future periods. Such adjustments could cause a material effect on our results of
operations for the period of the adjustment.
Impact of Accounting Standards Issued But Not Yet Adopted and Those Adopted in 2010
In October 2009, FASB issued guidance that addressed how to recognize revenue for transactions with multiple deliverables.
This guidance revises the criteria for separating, measuring and allocating arrangement consideration to each consideration
deliverable, which must be estimated if there is not a history of selling the deliverable on a stand-alone basis or third -party evidence
of selling price. The provisions of this guidance are effective for us as of January 1, 2011 and will be applied prospectively. We
expect that the adoption of this guidance will not have a material impact on our consolidated financial statements and will not
result in a change to the pattern and timing of our revenue recognition.
Non-GAAP Financial Measures
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Our measurement of profit or loss currently used to evaluate the operating performance of our operating segments is earnings
before interest, taxes, depreciation, amortization and accretion, as adjusted, or Adjusted EBITDA. Our definition of Adjusted
EBITDA is set forth in "Item 7. MD&A Results of Operations —Comparison of Operating Segments." Our measure of Adjusted
EBITDA may not be comparable to similarly titled measures of other companies, including companies in the tower sector, and is
not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or
as a substitute for operating income or loss, net income or loss, cash flows provided by (used for) operating, investing and financing
activities or other income statement or cash flow statement data prepared in accordance with GAAP.
We believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because:
it is the primary measure used by our management to evaluate the economic productivity of our operations, including
the efficiency of our employees and the profitability associated with their performance, the realization of contract
revenue under our long-term contracts, our ability to obtain and maintain our customers and our ability to operate our
site rental business effectively;
it is the primary measure of profit and loss used by management for purposes of making decisions about allocating
resources to, and assessing the performance of, our operating segments;
it is similar to the measure of current financial performance generally used in our debt covenant calculations;
• although specific definitions may vary, it is widely used in the tower sector to measure operating performance without
regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods
and the book value of assets; and
• we believe it helps investors meaningfully evaluate and compare the results of our operations from (1) period to period
and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our
outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results.
Our management uses Adjusted EBITDA:
• with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or
similar to, Adjusted EBITDA;
• as the primary measure of profit and loss for purposes of making decisions about allocating resources to, and assessing
the performance of, our operating segments;
• as a performance goal in employee annual incentive compensation;
• as a measurement of operating performance because it assists us in comparing our operating performance on a consistent
basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset
base (primarily depreciation, amortization and accretion) from our operating results;
• in presentations to our board of directors to enable it to have the same measurement of operating performance used by
management;
• for planning purposes, including preparation of our annual operating budget;
• as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and
• in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage
ratio.
There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with
comparing results among more than one company, including our competitors, and the inability to analyze certain significant items,
including depreciation and interest expense, that directly affect our net income or loss. Management compensates for these
limitations by considering the economic effect of the excluded expense items independently as well as in connection with their
analysis of net income (loss).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our primary exposures to market risks are related to changes in interest rates and foreign currency exchange rates which
may adversely affect our results of operations and financial position. We seek to manage exposure to changes in interest rates
where economically prudent to do so by utilizing predominately fixed rate debt. We do not currently hedge against foreign currency
exchange risks.
Interest Rate Risk
Our interest rate risk relates primarily to the impact of interest rate movements on the following:
• the potential refinancing of our existing debt;
• our $782.6 million of floating rate debt representing approximately 11% of total debt, of which $600 million has been
fixed until December 2011 through interest rate swaps; and
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• potential future borrowings of incremental debt.
Potential Refinancing of Existing Debt
Over the next 12 months we have no debt maturities other than nominal principal payments on amortizing debt. We do not
anticipate the need to access the capital markets to refinance our existing debt until at least 2014 when our term loans mature. In
addition, we may access the capital markets to fund our obligation to redeem all outstanding shares of 6.25% convertible preferred
stock in August 2012 for approximately $318 million in addition to any unpaid dividends on that preferred stock. As of December
31, 2010, we have no interest rate swaps hedging any refinancings. See "Item 7. MD&A—Liquidity and Capital Resources —
Overview."
Floating Rate Debt
We manage our exposure to market interest rates on our existing debt by (1) controlling the mix of fixed and floating rate
debt and (2) utilizing interest rate swaps to hedge variability in cash flows from changes in LIBOR on our outstanding floating
rate debt. As of December 31, 2010, we had $782.6 million of floating rate debt, of which $600.0 million is effectively converted
to a fixed rate through an interest rate swap until December 2011. As a result, a hypothetical unfavorable fluctuation in market
interest rates on our existing debt of two percentage points over a twelve-month period would increase our interest expense by
approximately $3.7 million.
Potential Future Borrowings of Incremental Debt
We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial
period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our short-term liquidity strategy.
32
The following table provides information about our market risk related to changes in interest rates. The future principal payments and weighted -average interest rates are
presented as of December 31, 2010. These debt maturities reflect contractual maturity dates, and do not consider the impact of the principal payments that will commence
following the anticipated repayment dates on the tower revenue notes (see footnote (c)). See note 6 to our consolidated financial statements for additional information regarding
our debt.
Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
2011 2012 2013 2014 2015 Thereafter Total Fair Value(a)
(Dollars in thousands)
Fixed rate. debt (c) $ 22;187 $ 23,137 $ :....22,170' �$:; .:...22;288 <:.$ ::889,606>: $ `.:5,105;577. (c) $.::6,084965.. ; (c) $ 6;344;787
Average interest rate (b)(c) 5.5% 5.9% 6.0% 6.1% 8.9% 9.3% (c) 9.2% (c)
Variablerate. debt. $ 6,500. $ 6,500. $ '.'163;500-.' $ ...606;125 $ — $ — $ '782,625'• $: 776,369
Average interest rate (d) 1.8% 1.8% 2.4% 1.8% — 1.9%
(a) The fair value of our debt is based on indicative quotes (that is, non -binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on
recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.
(b) The average interest rate represents the weighted -average stated coupon rate (see footnote (c)).
(c) The impact of principal payments that will commence following the anticipated repayment dates are not considered. The anticipated repayment dates are 2015, 2017 and 2020, as applicable for the 2010 tower
revenue notes. As previously discussed, if the tower revenue notes are not repaid in full by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum and
monthly principal payments commence using the Excess Cash Flow of the issuers of the tower revenue notes. The tower revenue notes are presented based on their contractual maturity dates ranging from 2035
to 2040 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence
using Excess Cash Flow of the issuers of the tower revenue notes. The full year 2010 Excess Cash Flow of such issuers was approximately $425.0 million.
(d) The interest rate represents the rate currently in effect and excludes the impact of interest rate swaps. We have effectively fixed the interest rate on $600.0 million of debt at approximately 1.3% (plus the applicable
credit spread) through an interest rate swap until December 2011.
33
Foreign Currency Risk
The vast majority of our foreign currency risk is related to the Australian dollar which is the functional currency of CCAL.
CCAL represented 5% of our consolidated revenues and 4% of our consolidated operating income for 2010. As of December 31,
I 2010, the Australian dollar exchange rate had streng
thened gthened compared to the U.S. dollar by approximately 16%from the average
j rate for 2009. See "Item 7. MD&A—Results of Operations —Comparison of Operating Segments."
Foreign exchange markets have recently been volatile, and we expect foreign exchange markets to continue to be volatile
over the near term. We believe the risk related to our financial instruments (exclusive of inter -company financing deemed a long-
term investment) denominated in Australian dollars is not significant to our financial condition. Ahypothetical increase or decrease
of 25% in Australian dollar exchange rate would increase or decrease the fair value of our financial instruments by approximately
$8 million.
1
Item 8. Financial Statements and Supplementary Data
Crown Castle International Corp. and Subsidiaries
Index to Consolidated Financial Statements
Page
Report of KPMG LLP, Independent Registered Public Accounting Firm 35
Consolidated Balance Sheet as of December 31, 2010 and 2009 36
Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period
ended December 31, 2010 37
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2010 38
Consolidated Statement of Equity for each of the three years in the period ended December 31, 2010 39
Notes to Consolidated Financial Statements 41
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Crown Castle Intemational Corp.:
We have audited the accompanying consolidated balance sheets of Crown Castle Intemational Corp. and subsidiaries (the
Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income
(loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2010. In connection with our
audits of the consolidated financial statements, we also have audited financial statement schedule II. These consolidated financial
statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of' the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Crown Castle International Corp. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations
and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Crown Castle International Corp.'s internal control over financial reporting as of December 31, 2010, based on criteria established
in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 15, 2011 expressed an unqualified opinion on the effectiveness of the Company's internal
control over financial reporting.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
February 15, 2011
35
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands of dollars, except share amounts)
December 31,
2010 2009
ASSETS
Current assets:
Cash and cash equivalents $ 112,531 $ 766,146
Restricted cash 221,015 213,514
44,
Receivables net of allowance of $5,683 and $5,497, respectively - .- - - 59,912 431
Prepaid expenses 65,856 68,551
Deferred income tax assets'. . - : ; . ' : 59,098 76,089
Deferred site rental receivables and other current assets, net 26,733 27,302
Total current assets '•--- 545,145 . 1,196,033
Property and equipment, net 4,893,651 4,895,983
Goodwill - ' - - 2,029,296 , -. 1,984,804
Site rental contracts and customer relationships, net 2,197,378 2,302,256
,
Other intangible assets, net . : . , . - ... - • ' y... -• -:- -- :- :- 116,551 103166
Deferred site rental receivables, long-term prepaid rent, deferred financing costs and other assets 687,508 474,364
Total assets . . • : : ' - -' - ' ! $ : - 10,469,529 . , $ ... 10,956,606
LIABILITIES AND EQUITY
Current liabilities: r •
$
Accounts payable $ 39,64933,053
Accrued interest 65?191 ' •- 69,476
Deferred revenues 202,123 179,649
Interestrate swaps - -:- 5,198 160,121
Other accrued liabilities -100,037 94,610
Shortterm debt, current maturities of debt and other obligations ' •. .28687 , . * 217,196
Total current liabilities 440,885 754,105
Debt and other long term obligations - „: . f - ' :- 6,750207 . - 6,361,954
Deferred income tax liabilities 66,686 74,117
Deferred ground lease paYable, interest rate swaps and other liabilities ' .: 450,116 - : • 514,691
Total liabilities 7,707,954 7,704,867
Commitments and•contingencies (note 14) - • *: . . - - . '. - .. .1. - • ::• :
Redeemable preferred stock, $0.1 par value; 20,000,000 shares authorized; shares issued and
outstanding: December 31, 2010 and 2009-6,361,000; stated net of unamortized issue costs;
mandatory redemption and aggregate liquidation value of $318,050 316,581 315,654
CCIC stbekholders' equity
Common stock, $.01 par value; 600,000,000 shares authorized; shares issued and
outstanding: December 31, 2010-290,826,284 and December 31, 2009-292,729,684
Additional paid -in capital •
Accumulated other comprehensive income (loss)
Accumulated deficit •-• • .
Total CCIC stockholders' equity
Noncontr011ing interest
Total equity
Total liabilities and equity
2,908 2,927
5,581,525 - 5,685,874
(178,978) (124,224)
(2,9.60,982) (2,628,336)
2,445,373 2,936,241
(379) • (156)
2,444,994 2,936,085
$ 10,469,529 $ 10,956,606
See accompanying notes to consolidated financial statements.
36
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands of dollars, except per share amounts)
Net revenues:
Site rental
Network. services and other
Operating expenses:.
Costs of operations(a):
Site rental
Network services and other
General and administrative
Asset write -down charges
Acquisition and integration costs
Depreciation, amortization and accretion
Total operating expenses
Operating income (loss)
Interest expense and amortization of deferred financing costs
Impairment of available -for -sale securities
Gam s (losses) on purchases and redemptions of debt
Net gain (loss) on interest rate swaps
Interest and other income (expense)
Income (loss) before income taxes
Benefit (provision) for rncoine taxes
Years Ended December 31,
2010
2009
2008
$ 1,700,761 $ 1,543,192 $ 1,402,559
177,897:. : _ 142,215 123,945
1,878,658
,467,136 '.
114,241
165,356_.,:
13,687
540,771
1,685,407
1,526,504
456,560 456,123
92,808 82,452
-153,672 149,580
19,237 16,888
2,504
529,739 526,442
1303293 1,251,416 :: 1,233,995
575,365 433,991 292,509
'(490 269) ' (445;882).: (354,114)
- (55,869)
(138,367) ; (91 079).. 42
(286,435) (92,966) (37,888)
1 601 5 413,; _ 2,101
(338,105)
20,846
(190,523)
76,400.;
(153,219)
104,361
Net income (loss) (311,259) (114,123)
Less Net income (loss) attributable to the noncontrolling interest, .: (319)
Net income (loss) attributable to CCIC stockholders
Dividendson preferred stock
Net income (loss) attributable to CCIC stockholders after deduction of dividends on
preferred stock $ (331,746) $ (135,138) $
Net income (loss)
Other comprehensive income (loss):
Available -for -sale securities net of taxes of $0 $0, and $0:.
Unrealized gains (losses), net of taxes
Amounts reclassified into results of operations, net of taxes
Derivative instruments, net of taxes of $(14,997), $60,324 and $48,879:
Net change iii fair value' of cash flow hedging instruments net of taxes: (140,194)
Amounts reclassified into results of operations, net of taxes 56,890
Foreign currency translation adjustments... 27,908:
Comprehensive income (loss) (365,917) 169,755 (483,353)
Less: Comprehensive incorne (loss) attributable to the noncontrolling interest (223). (18).- _.
Comprehensive income (loss) attributable to CCIC stockholders $ (365,694) $ 169,773 $ (483,353)
Net income (loss) attributable to CCIC common stockholders, after deduction of
dividends `on preferred stock; per common share=basic and diluted $ (1.16) $ (0 47) $ (0.25)
Weighted -average common shares outstanding - basic and diluted (in thousands) 286,764 286,622 282,007
(48,858)
(a) Exclusive of depreciation, amortization and accretion shown separately.
(310,940)
(114,332) (48,858)
(20 806) (20,806)
(311,259). $ (114,123). $
738
6,799
86,789.
154,891
41,399
(69,664)
(48,858)
(55,869)
55,869
(322,993)
6,949
(48,451)
See accompanying notes to consolidated financial statements.
37
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of dollars)
Years Ended December 31,
2010
2009
2008
Cash flows from. operating activities:
Net income (loss) $ (311,259) $ (114,123) $ (48,858)
Adjustments to reconcile net income (loss) to net cash provided by (used for
operating activities
Depreciation, amortization and accretion
Gains (losses) on purchases and redemptions of long-term debt
Amortization of deferred financing costs and other non -cash interest
Stock -based compensation expense
Asset write -down charges
Deferred income tax -benefit (provision)
Income (expense) from forward -starting interest rate swaps
Impairment of available -for -sale securities
Other adjustments 857 821
Changes in assets and liabilities; excluding the effects of acquisitions:
Increase (decrease) in accrued interest (4,285) 52,705 (1,031)
Increase (decrease) in accounts payable I. 1,702 . (1,703) (2,564)
Increase (decrease) in deferred revenues, deferred ground lease
payables, other accrued liabilities and other liabilities 39,012 9,317 80,701
Decrease (increase) in receivables (11,653) (4,830) (5,010)
Decrease (increase) in prepaid expenses, deferred site rental
receivables, long-term prepaid rent, restricted cash and other
assets (186,002) (117,460) (78,929)
Net cash provided by (used for) operating activities 603 4.30 ., •` 571 256 513,001
Cash flows from investing activities: -
Proceeds from disposition of property and equipment 3,092 3,988 1,855
Payment for acquisitions of businesses, net of cash acquired (139,158) (2,598) (27,736)
Capital expenditures : (228,058) (173,535) (450,732)
Payments for investments and other (26,825) - -
Net cash provided by (used for) investing activities - (390,949) (172,145) (476,613)
Cash flows from financing activities: '
Proceeds from issuance of long-term debt 3,459,000 2,726,348 -
Proceeds from issuance of capital stock 18,731 45,049 8,444
Principal payments on debt and other long-term obligations (26,398) (6,500) (6,500)
Purchases and redemptions of long-term debt (3,541,312) (2,191,719) (282)
Purchases of capital stock (159,639) (3,003) - (44,685)
Borrowings under revolving credit agreements 157,000 50,000 94,400
Payments under revolvingcredit agreements : - - _ - (219,400) .--
Payments for financing costs (59,259) (67,760) (1,527)
Payments for forward=starting interest rate swap settlements (697,821) (36,670)
Net (increase) decrease in restricted cash 11,953 (62,071) 17,745
Dividends on preferred stock 19 879 . (19,878) (19,878)
Net cash provided by (used for) financing activities (866,624) 214,396 47,717
Effect of exchange rate changes on cash 528.. (2,580) : (4,131)
Net increase (decrease) in cash and cash equivalents (653,615) 610,927 79,974
Cash and cash equivalents at beginning of year.. 766,146 155,219, 75,245
Cash and cash equivalents at end of year $ 112,531 $ 766,146 $ 155,219
540,771
138,357
85,454
.36,540::.
13,687
(26,196):
286,435
See accompanying notes to consolidated financial statements.
529,739
91,079
61,357
29,225 .
19,237
• (74,410)
90,302
526,442
(42)
24,830
25,896
16,888
(113,557)
34,111
55,869
(1,745)
38
Balance, January 1, 2008
Issuances of capital stock, net of forfeitures
Purchases and retirement of capital stock;''
Stock -based compensation expense
Foreign currency translation adjustments
Available -for -sale securities:
Unrealized gain (loss), net .oftax
Amounts reclassified into results of
operations, net of tax
Derivative instruments:
Net change in fair value of cash flow
hedging instruments, net of tax
Amounts reclassifiedinto :results of '•
operations,'netoftax :.
Dividends on preferred stock
Net income (loss)
Balance, December 31, 2008
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(In thousands of dollars, except share amounts)
CCIC Stockholders' Equity
Common Stock
Accumulated Other Comprehensive Income (loss)
("AOCI")
Unrealized
Gains
Foreign (Losses) on
Additional Currency Available -for -
Paid -In Translation Derivative sale Accumulated Noncontrolling
Shares ($.01 Par) Capital Adjustments Instruments Securities Deficit Interest Total
282;507;196 $ .• 2,825 .$ ':5,561,454.' $ : 75,272 $ :. (49;106). $
7,168,244 72 71,830
(1,210,919) ' (12)- (44,673)
25,896
288,464,431 $
• ;(48,451): •
(55,869)
55,869
$ '(2,423,534) $ — $ 3,166,911
71,902
(44,685)
25,896
(48,451)
(55,869)
55,869
(392,993) — — (392,993)
•
• 6,949'::
2,885 $ 5,614,507 $ 26,821 $ (435,150) $
(20,806)
(48858)
6,949
(20,806)
(48,858)
— $ (2,493,198) $ — $ 2,715,865
39
Balance, December 31, 2008
Issuances of capital stock, net of forfeitures,
Purchases and retirement of capital stock
Stock -based compensation expense
Foreign currency translation adjustments
Available -for -sale securities:
Unrealized gain (loss), net of tax
Derivative instruments:
Net change in fair value of cash flow
hedging instruments, net of tax
Amounts reclassified into results of
operations,: netof tax
Dividends on preferred stock
Net income (loss)
Balance, December 31, 2009
-Issuances of capital stock; net'offorfeitures
Purchases and retirement of capital stock
Stock -based compensation expense
Foreign currency translation adjustments
Available -for -sale• securities:
Unrealized gain (loss), net of tax
Derivative instruments:. .. . .
Net change in fair value of cash flow
hedging instruments, net of tax
Amountsreclassified into results of
operations,: net of tax..
Dividends on preferred stock
Net income (loss)
Balance, December 31, 2010
CCIC Stockholders' Equity
Common Stock Accumulated Other Comprehensive Income (loss)
Unrealized
Gains
Foreign (Losses) on
Additional Currency Available -for -
Paid -In Translation Derivative sale Accumulated Noncontrolling
Shares ($.Ol Par) Capital Adjustments Instruments Securities Deficit Interest Total
288,464,431 $ 2,885 $ 5,614,507
4,381,128
(115,875)
:43.a:,. 45;006:
(2,864)
29,225:
(1)
$ 26,821 $ (435,150) $
41,626
80,789
• '154,891 .
— $ (2,493,198) $
— $ 2,715,865
(138)
(227)
45,049
(3,003)
29,225
41,399
6,799 — 6,799
80,789
— .154;891
(20,806) — (20,806)
(114,332): 209 (114,123)
292,729,684 $ 2,927 $ 5,685,874 $ 68,447 $ (199,470) $ .6,799 $ (2,628,336) $ (156) $ 2,936,085
2,230,458. .
(4,133,858)
•
22..
(41)
18,709.':
(159,598)
.36,540.
27,812
(140,194)
56,890
738
18,731
(159,639)
36,540
96 27,908
738
(140,194)
56,890
(20,806) — (20,806)
'(310,940) " (319) (311,259)
290,826,284 $ 2,908 $ 5,581,525 $ 96,259 $ (282,774) $ 7,537 $ (2,960,082) $ (379) $ 2,444,994
See accompanying notes to consolidated financial statements.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
1. Basis of Presentation
The consolidated financial statements include the accounts of Crown Castle International Corp. ("CCIC") and its majority
and wholly -owned subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and
transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year's financial statements
to be consistent with the presentation in the current year.
The Company owns, operates and leases towers and other wireless infrastructure, including distributed antenna system
("DAS") networks in the U.S. and rooftop installations (unless the context otherwise suggests or requires, references herein to
"towers" include such other wireless infrastructure). The Company's primary business is the renting of antenna space to wireless
communications companies via long-term contracts in various forms, including licenses, subleases and lease agreements
(collectively, "contracts"). To a lesser extent, the Company performs network services relating to its towers, primarily consisting
of antenna installations and subsequent augmentations (collectively, "installation services"), as well as the following additional
services: site acquisition, architectural and engineering, zoning and pemutting,. other construction and other services related
network development. The Company conducts its operations through tower portfolios in the United States, including Puerto Rico
("U.S." or "CCUSA") and Australia (referred to as "CCAL").
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Summary of Significant Accounting Policies
Cash Equivalents
Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Restricted Cash
Restricted cash represents the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of
the Company's debt instruments as well as any other cash whose use is limited by contractual provisions. The restriction of all
rental cash receipts is a critical feature of these debt instruments, due to the applicable indenture trustee's ability to utilize the
restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate and personal property taxes, (4) insurance
premiums related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs,
and (6) a portion of advance rents from customers. The restricted cash in excess of required reserve balances is subsequently
released to the Company in accordance with the terms of the indentures. The increases and decreases in restricted cash have aspects
of cash flows from financing as well as cash flows from operating activities and, as such, could be classified as either on the
consolidated statement of cash flows. The Company has classified the increases and decreases in restricted cash as cash flows
from financing activities based on consideration of the terms of the related indebtedness. The Company has classified the change
in the other remaining restricted cash, which was an outflow of $18.9 million, $3.6 million, and $-0- for the years ending
December 31, 2010, 2009 and 2008, respectively, as cash flows from operating activities on the consolidated statement of cash
flows.
Receivables Allowance
An allowance for doubtful accounts is recorded as an offset to accounts receivable in order to present a net balance that the
Company believes will be collected. An allowance for uncollectible amounts is recorded to offset the deferred site rental receivables
that arise from site rental revenues recognized in excess of amounts currently due under the contract. The Company uses judgment
in estimating these allowances and considers historical collections, current credit status and contractual provisions. Additions to
the allowance for doubtful accounts are charged either to "site rental costs of operations" or to "network services and other costs
of operations," as appropriate; and deductions from the allowance are recorded when specific accounts receivable are written off
as uncollectible. Additions or reversals to the allowance for uncollectible deferred site rental receivables are charged to site rental
revenues, and deductions from the allowance are recorded as contracts terminate. The allowance for uncollectible deferred site
rental receivables was $5.1 million and $3.6 million as of December 31, 2010 and 2009, respectively.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation of towers is computed
with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (including optional renewal periods).
Additions, renewals and improvements are capitalized, while maintenance and repairs are expensed. Upon the sale or retirement
of an asset, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. The
carrying value of property and equipment will be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets may not be recoverable. If the sum of the estimated future cash flows (undiscounted) expected
to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is
recognized. Measurement of an impairment loss is based on the fair value of the asset. Construction in process is impaired when
projects are abandoned or terminated.
Asset Retirement Obligations
The Company records obligations associated with retirement of long-lived assets and the associated asset retirement costs.
The fair value of the liability for asset retirement obligations, which represents the net present value of the estimated expected
future cash outlay, is recognized in the period in which it is incurred and the fair value of the liability can reasonably be estimated.
Changes subsequent to initial measurement resulting from revisions to the timing or amount of the original estimate of undiscounted
cash flows are recognized as an increase or decrease in the carrying amount of the liability and related carrying amount of the
capitalized asset. Asset retirement obligations are included in "deferred ground lease payable, interest rate swaps and other
liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related
accretion expense is included in "depreciation, amortization and accretion expense" on the Company's consolidated statement of
operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional carrying amount
of the related long-lived asset and depreciated over the useful life of such asset.
Goodwill
Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net
assets. The Company tests goodwill for impairment on an annual basis, regardless of whether adverse events or changes in
circumstances have occurred. The annual test begins with goodwill and all intangible assets being allocated to applicable reporting
units. Goodwill is then tested using a two-step process that begins with an estimation of fair value of the reporting unit using an
income approach, which looks to the present value of expected future cash flows. The first step, commonly referred to as a "step -
one impairment test," is a screen for potential impairment while the second step measures the amount of impairment if there is an
indication from the first step that one exists. The Company's measurement of the fair value for goodwill is based on an estimate
of discounted future cash flows of the reporting unit. The Company performed its annual goodwill impairment test as of October 1,
2010 and determined goodwill was not impaired at any reporting units.
Intangible Assets
Intangible assets are included in "site rental contracts and customer relationships, net" and "other intangible assets, net" on
the Company's consolidated balance sheet and predominately consist of the estimated fair value of the following items recorded
in conjunction with acquisitions: (1) site rental contracts and customer relationships, (2) below -market leases for land under the
acquired towers, (3) term easement rights for land under the acquired towers, and (4) trademarks. The site rental contracts and
customer relationships intangible assets are comprised of (1) the current term of the existing contracts, (2) the expected exercise
of the renewal provisions contained within the existing contracts, which automatically occur under contractual provisions, and
(3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing
contracts. Deferred credits related to above -market leases for land under the Company's towers recorded in conjunction with
acquisitions are recorded at their estimated fair value and are included in "deferred ground lease payable, interest rate swaps and
other liabilities" on the Company's consolidated balance sheet.
The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit
the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization
expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible
assets. The useful life of the site rental contracts and customer relationships intangible asset is limited by the maximum depreciable
life of the tower (20 years), as a result of the interdependency of the tower and site rental contracts and customer relationships. In
contrast, the site rental contracts and customer relationships are estimated to provide economic benefits for several decades because
of the low rate of customer cancellations and high rate of renewals experienced to date. Thus, while site rental contracts and
customer relationships are valued based upon the fair value, which includes assumptions regarding both (1) customers' exercise
of optional renewals contained in the acquired contracts and (2) renewals of the acquired contracts past the contractual term
including exercisable options, the site rental contracts and customer relationships are amortized over a period not to exceed 20
years as a result of the useful life being limited by the depreciable life of the tower.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping
policy for purposes of determining the unit of account for testing impairment of the site rental contracts and customer relationships
intangible assets. First, the Company pools the site rental contracts and customer relationships with the related tower assets into
portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company
evaluates the site rental contracts and customer relationships by significant customer or by customer grouping for individually
significant customers, as appropriate. If the sum of the estimated future cash flows (undiscounted) expected to result from the use
and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement
of an impairment loss is based on the fair value of the asset.
Deferred Financing Costs
Costs incurred to obtain financing are deferred and amortized over the term of the related borrowing using the effective yield
method. Deferred financing costs are included in "deferred site rental receivables, long-term prepaid rent, deferred financing costs
and other assets" on the Company's consolidated balance sheet.
Accrued Estimated Property Taxes
The accrual for estimated property tax obligations is based on assessments currently in effect and estimates of possible
additional taxes. The Company recognizes the benefit of tax appeals upon ultimate resolution of the appeal.
Revenue Recognition
Site rental revenues are recognized on a monthly basis over the fixed, non -cancelable term of the relevant contract (generally
ranging from five to 15 years), regardless of whether the payments from the customer are received in equal monthly amounts. The
Company's contracts contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation -based
escalation clauses (such as those tied to the consumer price index ("CPI")). If the payment terms call for fixed escalations or rent
free periods, the effect is recognized on a straight-line basis over the fixed, non -cancelable term of the agreement. When calculating
straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such
escalation provisions contain a variable element in addition to a minimum. The Company's asset related to straight-line site rental
revenues is included in "deferred site rental receivables, long-term prepaid rent, deferred financing costs and other assets," and
amounts received in advance are recorded as "deferred revenues."
Network services revenues are recognized after completion of the applicable service. Nearly all of the antenna installation
services are billed on a cost-plus profit basis.
basis.
Sales taxes and value-added taxes collected from customers and remitted to governmental authorities are presented on a net
Costs of Operations
Approximately two-thirds of the Company's site rental costs of operations expenses consist of ground lease expenses, and
the remainder includes property taxes, repairs and maintenance expenses, employee compensation and related benefit costs, and
utilities. Network services and other costs of operations predominately consist of third party service providers such as contractors
and professional service firms.
Generally, the ground lease agreements are specific to each site and are for an initial term of five years and are renewable
for pre -determined periods. Ground lease expense is recognized on a monthly basis, regardless of whether the lease agreement
payment terms require the Company to make payments annually, quarterly, monthly, or for the entire term in advance. The
Company's ground leases contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation -based
escalation clauses (such as those tied to the CPI). If the payment terms include fixed escalation provisions, the effect of such
increases is recognized on a straight-line basis. The Company calculates the straight-line ground lease expense using a time period
that equals or exceeds the remaining depreciable life of the tower asset. Further, when a tenant has exercisable renewal options
that would compel the Company to exercise existing ground lease renewal options, the Company has straight -lined the ground
lease expense over a sufficient portion of such ground lease renewals to coincide with the final termination of the tenant's renewal
options. The Company's liability related to straight-line ground lease expense is included in "deferred ground lease payable, interest
rate swaps and other liabilities" on the Company's consolidated balance sheet.
Acquisition and Integration Costs
Prior to the adoption of certain amendments to accounting guidance on January 1, 2009, out-of-pocket or incremental costs
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
that were directly related to a business combination were included in the cost of the acquired enterprise. These included finder's
fees or other fees paid to outside consultants for accounting, legal, engineering reviews or appraisals. Certain incremental costs
directly related to the integration of the acquired enterprise's operations and tower portfolio were and continue to be expensed as
incurred and are classified as "acquisition and integration costs" in the Company's consolidated statement of operations and
comprehensive income (loss).
Prospectively from January 1, 2009, all direct or incremental costs related to a business combination are expensed as incurred.
These business combination costs are included in "acquisition and integration costs" on the Company's consolidated statement of
operations and comprehensive income (loss).
Stock -Based Compensation
Restricted Stock Awards. The Company records stock -based compensation expense only for those nonvested stock awards
("restricted stock awards") for which the requisite service is expected to be rendered. The cumulative effect of a change in the
estimated number of restricted stock awards for which the requisite service is expected to be or has been rendered is recognized
in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting
purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's
valuation techniques and related assumptions and estimates used to measure the Company's stock -based compensation is as follows.
Valuation. The fair value of restricted stock awards without market conditions is detemuned based on the number of shares
granted and the quoted price of the Company's stock at the date of grant. The Company estimates the fair value of restricted stock
awards with market conditions granted using a Monte Carlo simulation. The Company's determination of the fair value of restricted
stock awards with market conditions on the date of grant is affected by its stock price as well as assumptions regarding a number
of highly complex and subjective variables. The determination of fair value using a Monte Carlo simulation requires the input of
highly subjective assumptions, and other reasonable assumptions could provide differing results.
Amortization Method. The Company amortizes the fair value of all restricted stock awards on a straight-line basis for each
separately vesting tranche of the award (graded vesting schedule) over the requisite service periods. In the case of accelerated
vesting based on the market performance of the Company's common stock, the compensation costs related to the vested awards
that have not previously been amortized are recognized upon vesting.
Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical
volatility of its common stock and implied volatility on publicly traded options on the Company's common stock.
Risk -Free Rate. The Company bases the risk -free rate on the implied yield currently available on U.S. Treasury issues with
an equivalent remaining term equal to the expected life of the award.
Forfeitures. The Company uses historical data and management's judgment about the future employee tumover rates to
estimate the number of shares for which the requisite service period will not be rendered.
Interest Expense and Amortization of Deferred Financing Costs
The components of interest expense and amortization of deferred financing costs are as follows:
Interest expense on debt obligations
Amortization of deferred financing costs
Amortization of discounts on long-term debt
Amortization of interest rate swaps
Other .,
Total
Years Ended December 31,
2010 2009 2008
404,815 $ 584,525 $ 529,284
15,397 26,953 15,264
14,481 12,219
54,169 18,818 3,020
1407 3,367 6,546
490,269 $
445,882 $ 354,114
The Company amortizes discounts on long-term debt over the term of the related borrowing using the effective interest yield
method. Discounts are presented as a reduction to the related debt obligation on the Company's consolidated balance sheet.
Income Taxes
The Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the temporary differences
between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is provided
on deferred tax assets if it is determined that it is more likely than not that the asset will not be realized.
The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion
or all of the deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter
and based upon projections of future taxable income, reversing deferred tax liabilities and other known events that are expected
to affect future taxable income, records a valuation allowance upon assets that do not meet the "more likely than not" realization
threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes in facts
and circumstances that impact the recoverability of the asset.
The company recognizes a tax position if it is more likely than not it will be sustained upon examination. The tax position
is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. As of
December 31, 2010 and 2009, the accrued interest and penalties related to income taxes were deminimus. See note 9.
Per Share Information
Basic net income (loss) attributable to CCIC common stockholders, after deduction of dividends on preferred stock, per
common share excludes dilution and is computed by dividing net income (loss) attributable to CCIC stockholders after deduction
of dividends on preferred stock by the weighted -average number of common shares outstanding in the period. Diluted income
(loss) attributable to CCIC common stockholders after deduct -ion of dividends on preferred stock, per common share is computed
by dividing net income (loss) attributable to CCIC stockholders after deduction of dividends on preferred stock by the weighted -
average number of common shares outstanding during the period plus any potential dilutive common share equivalents, including
shares issuable (1) upon exercise of stock options and warrants as determined under the treasury stock method and (2) upon
conversion of the Company's convertible notes and preferred stock, as determined under the if -converted method. The Company's
restricted stock awards are considered participating securities and may be included in the computation of eamings pursuant to the
two -class. However, the Company does not present the two -class method when there is no difference in the per share amount from
the if -converted method.
A reconciliation of the numerators and denominators of the basic and diluted per share computations is as follows:
Net income (loss) attributable to CCLC stockholders
Dividends on preferred stock
Net income (loss) attributable to CCIC common stockholders after
deduction of dividends on preferred stock for basic and diluted
computations
Weighted -average number of common shares outstanding during the
period for basic and diluted computations (in thousands) 286,764 286,622 282,007
Years Ended December 31,
2010
2009
2008
(310,940) $`. (114,332) $' . (48,.858)
(20,806) (20,806)
(20,806)
Basic and diluted net income (loss) attributable to CCIC common.
stockholders, after deduction of dividends on preferred stock, per
common'share •
(331,746) $ ; (135,138) ,$ (69,664)
(1.16) $ ;, (0.47) . $ (0,25)
For all periods presented, CCIC stock options and unvested restricted stock awards are excluded from dilutive common
shares because the impact is anti -dilutive. 8.6 million shares related to the 6.25% convertible preferred stock are excluded from
dilutive common shares in each year as well because the impact is anti -dilutive. See notes 6, 10 and 12.
Foreign Currency Translation
The Company's international operations use the local currency as their functional currency. The Company translates the
results of these international operations using the applicable average exchange rate for the period, and translates the assets and
liabilities using the applicable exchange rate at the end of the period. The cumulative effect of changes in the exchange rate is
recorded as "foreign currency translation adjustments" in other comprehensive income (loss). See note 16.
Fair Values
The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1
— quoted prices (unadjusted) in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted
in active markets but corroborated by market data, and (3) Level 3 — unobservable inputs and are not corroborated by market
data. The Company evaluates level classifications quarterly, and transfers between levels are effective at the end of the quarterly
period.
The fair value of interest rate swaps is determined using the income approach and is predominately based on observable
interest rates and yield curves and, to a lesser extent, the Company's and the contract counterparty's credit risk. The fair value of
cash and cash equivalents and restricted cash approximate the carrying value. The Company determines fair value of its debt
securities utilizing various sources including quoted prices and indicative quotes (that is non -binding quotes) from brokers that
require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/
ask prices. There were no changes since December 31, 2009 in the Company's valuation techniques used to measure fair values.
See note 8 for a further discussion of fair values.
Derivative Instruments
The Company enters into interest rate swaps, to manage and reduce its interest rate risk. Derivative financial instruments
are entered into for periods that match the related underlying exposures and do not constitute positions independent of these
exposures. The Company can designate derivative financial instruments as hedges. The Company can also enter into derivative
financial instruments that are not designated as accounting hedges.
Derivatives are recognized on the consolidated balance sheet at fair value. If the derivative is designated as a cash flow
hedge, the effective portion of the change in the fair value of the derivative is recorded as a separate component of stockholders'
equity, captioned "accumulated other comprehensive income (loss)," and recognized as increases or decreases to "interest expense
and amortization of deferred financing costs" when the hedged item affects earnings. Any hedge ineffectiveness is included in
"net gain (loss) on interest rate swaps" on the consolidated statement of operations and comprehensive income (loss). If a hedge
ceases to qualify for hedge accounting, any change in the fair value of the derivative since the date it ceased to qualify is recorded
to "net gain (loss) on interest rate swaps." However, any amounts previously recorded to "accumulated other comprehensive
income (loss)" would remain there until the original forecasted transaction affects earnings. In a situation where it becomes probable
that the hedged forecasted transaction will not occur, any gains or losses that have been recorded to "accumulated other
comprehensive income (loss)" are immediately reclassified to earnings. Derivatives that do not meet the requirements for hedge
accounting are marked to market through "net gain (loss) on interest rate swaps" on the consolidated statement of operations and
comprehensive income (loss). Forward -starting interest rate swaps with an other -than -insignificant financing element at inception
are classified as cash flows from financing activities, while other interest rate swaps are classified as cash flows from operating
activities.
To qualify for hedge accounting, the details of the hedging relationship must be formally documented at the inception of the
arrangement, including the risk management objective, hedging strategy, hedged item, specific risks that are being hedged, the
derivative instrument, how effectiveness is being assessed and how ineffectiveness will be measured. The derivative must be
highly effective in offsetting changes in cash flows for the risk being hedged. In the context of hedging relationships, effectiveness
refers to the degree to which fair value changes in the hedging instrument offset the corresponding expected earnings effects of
the hedged item. The Company assesses the effectiveness of hedging relationships using regression analysis both at the inception
of the hedge and on an on -going basis. In measuring ineffectiveness, the Company uses the hypothetical derivative method which
compares the change in fair value of the actual swap with the change in fair value of a hypothetical swap that would have terms
that would identically match the critical terms of the hedged floating rate liability.
Recent Accounting Pronouncements
In October 2009, FASB issued guidance that addressed how to recognize revenue for transactions with multiple deliverables.
This guidance revises the criteria for separating, measuring and allocating arrangement consideration to each consideration
deliverable, which must be estimated if there is not a history of selling the deliverable on a stand-alone basis or third -party evidence
of selling price. The provisions of this new guidance are effective for the Company as of January 1, 2011 and will be applied
prospectively. The Company expects that the adoption of this guidance will not have a material impact on its consolidated financial
statements and will not result in a change to the pattern and timing of its revenue recognition.
3. Acquisition
In September 2010, the Company acquired NewPath Networks, Inc. ("NewPath") for cash consideration of $128 million
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
through a merger with and into a subsidiary of the Company. NewPath's assets included 35 distributed antenna system ("DAS")
networks in operation or under construction. The final purchase price was predominately allocated to (1) property and equipment,
(2) intangible assets consisting of site rental contracts and customer relationships, (3) goodwill, (4) deferred tax liabilities, and (5)
other working capital, all of which are based on estimated fair values at the date of acquisition. The Company paid a purchase
price that resulted in goodwill due to (1) the expected growth in the DAS business and (2) opportunities to construct and lease
future DAS networks.
4. Property and Equipment
The major classes of property and equipment are as
follows:
Land..
Buildings
Telecommuiucation towers
Transportation and other equipment
Office furniture and equipment
Construction in process
Total gross property and equipment_
Less: accumulated depreciation
Total propertyand equipment, net,
Estimated
Useful Lives
December 31,
2010
2009
40 years
120years ..
3-10 years
2-7 years'
753,988. $ 639,069
37,165 36,157
7,242,887 7,031,735
37,743 25,006
126;334:. 118,110
147,009 86,478
8,345,126: 7,936,555
(3,451,475) (3,040,572)
4,893,651: $-4,895,983
Depreciation expense for the years ended December 31, 2010, 2009 and 2008 was $379.3 million, $379.6 million and $380.5
million, respectively. See note 2.
5. Intangible Assets and Deferred Credits
Virtually all of the intangible assets are recorded at CCUSA. The accumulated amortization on these intangible assets as of
December 31, 2010 and 2009 is $636.4 million and $476.9 million, respectively, of which $602.4 million and $456.7 million,
respectively, relate to site rental contracts and customer relationships. For the years ended December 31, 2010 and 2009, the
Company recorded $39.1 million and $0.6 million, respectively, of site rental contracts and customer relationships.
Amortization expense related to intangible assets is classified as follows on the Company's consolidated statement of
operations and comprehensive income (loss):
Classification
Depreciation, amortization and accretion
Site rental costs of operations
Total amortization expense
For Years Ended December 31,
2010 2009 2008
'156,150 $
3,764
145,192 $ 143,409
4,051 4,452
159,914. $ 149,243 _ :,$ 147,861
The estimated annual amortization expense related to intangible assets (inclusive of those recorded to "site rental costs of
operations") for the years ended December 31, 2011 to 2015 is as follows:
Estimated annual amortization'
Years Ending December 31,
2011 2012 2013 2014 2015
$ 161,803. $'
158,371 $ 150,147 $.. 144,619 $ 139,001
See note 2 for a further discussion of deferred credits related to above -market leases for land under the Company's towers
recorded in connection with acquisitions. For the years ended December 31, 2010 and 2009, the Company recorded $4.4 million
and $4.5 million as a decrease to "site rental costs of operations." As of December 31, 2010 and 2009, the net book value of the
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
above -market leases was $52.7 million and $58.9 million, respectively, and the accumulated amortization was $17.7 million and
$13.9 million, respectively.
6. Debt and Other Obligations
The following is a summary of the Company's indebtedness.
Stated
Outstanding Outstanding Interest Rate
Contractual Balance as of Balance as of as of
Original Maturity December 31, December 31, December 31,
Issue Date Date 2010 2009 2010(a)
Bank debt — variable rate:
Revolver Jan. 2007 Sept. 2013
2007 Term Loans Jan./March 2007 March 2014.
Total bank debt
Securitized debt —.fixed rate:'
January 2010 Tower Revenue
Notes
August 2010 Tower Revenue
2006 Tower Revenue Notes
2005 .Tower Revenue Notes
2009 Securitized Notes
Total securitized debt
High yield bonds — fixed rate:
9% Senior Notes
7.75% Secured Notes
7.125% Senior Notes
7.5% Senior Notes
Total high yield bonds, `.
Other:
Capital leases and other
obligations. ,:...:. .
Total debt and other
obligations
Less:.current maturities and short- . .
term debt and other current ''`
Non -current portion of long-term
debt and other long-term
obligations
Jan. 2010
Aug. 2010 2035 72040 (d) 1,550,000
Nov. 2006 Nov. 2036 —
June 2005 •. -June 2035
July 2009 2019/2029 (e)
157,000 (b) $
625,625;
632,125.
782,625 632,125
2035 - 2040 (d)
1,900,000
233,085
1,550,000
1,638,616
250,000
3,683,085'_ 3,438,616,
2.4% (c)
1.8% (c)
5.8% (d)
(d)
N/A
N/A
N/A •
7.0%
Jan, 2009 Jan. 2015 804,971. 823,809 : 9.0% (f)
April 2009 May 2017 975,913 1,167,225 7.8% (g)
Oct. 2009 Nov. 2019 : 497,712 ` 497,533 7.1% (h)
Dec. 2003 Dec. 2013 51 51 7.5%
2278 647. • 2,488,618
6,778,894
6,579,150
28 687 217,196 (j)'
$ 6,750,207 $ 6,361,954
(a) Represents the weighted -average stated interest rate.
(b) The availability is $243.0 million.
(c) The Revolver bears interest at a rate per annum, at the election of Crown Castle Operating Company ("CCOC"), equal to (i) the greater of the prime rate of
The Royal Bank of Scotland plc and the Federal Funds Effective Rate plus 0.5%, plus a credit spread ranging from 1.0% to 1.4% or (ii) LIBOR plus a credit
spread ranging from 2.0% to 2.4%, in each case based on the Company's consolidated leverage ratio. The 2007 term loans ("2007 Term Loans") bear interest
at a rate per annum, at CCOC's election, equal to (i) the greater of the prime rate of The Royal Bank of Scotland plc and the Federal Funds Effective Rate
plus 0.5%, or (ii) LIBOR plus 1.5%.
(d) If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes (collectively, "2010 Tower Revenue Notes") are
not paid in full on or prior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be
used to repay principal of the applicable series and class of the 2010 Tower Revenue Notes, and additional interest (of an additional approximately 5% per
annum) will accrue on the respective 2010 Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of three series of notes with principal
amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010
Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment
dates in 2015, 2017 and 2020, respectively.
(e) The 2009 Securitized Notes consist of $163.1 million of principal as of December 31, 2010 that amortizes through 2019, and $70.0 million of principal as
of December 31, 2010 that amortizes during the period beginning in 2019 and ending in 2029.
(f) The effective yield is approximately 11.3%, inclusive of the discount.
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
(g) The effective yield is approximately 8.2%, inclusive of the discount.
(h) The effective yield is approximately 7.2%, inclusive of the discount.
(i) The Company's capital leases and other obligations bear interest rates ranging up to 9% and mature in periods ranging from less than one year to approximately
20 years.
(j) The decrease in the current maturities reflects the refinancing of the 2005 Tower Revenue Notes.
The Company's debt obligations contain certain financial covenants with which CCIC or its subsidiaries must comply. Failure
to comply with such covenants may result in imposition of restrictions. As of and for the year ended December 31, 2010, CCIC
and its subsidiaries had no financial covenant violations. Various of the Company's debt obligations also place other restrictions
on CCIC or its subsidiaries including the ability to incur debt and liens, purchase Company securities, make capital expenditures,
dispose of assets, undertake transactions with affiliates, make other investments and pay dividends.
Bank Debt
In January 2007, CCOC entered into a credit agreement (as amended, supplemented or otherwise modified, "2007 Credit
Agreement") with a syndicate of lenders pursuant to which such lenders agreed to provide CCOC with a senior secured revolving
credit facility. In December 2009, the Revolver was amended effective January 2010 to extend the maturity to September 2013
and increase the total revolving commitment to $400.0 million, which may be increased by another $50.0 million subject to certain
requirements. In January 2007, CCOC entered into a term loan joinder pursuant to which the lenders agreed to provide CCOC
with a $600.0 million senior secured term loan under the 2007 Credit Agreement. In March 2007, CCOC also entered into a second
term loan joinder pursuant to which the lenders agreed to provide CCOC with an additional $50.0 million senior secured term
loan under the 2007 Credit Agreement. The 2007 Term Loans will mature in consecutive quarterly installments of an aggregate
$1.6 million and the entire remaining outstanding amount will mature in March 2014.
The Revolver and 2007 Term Loans are secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as
well as a security interest in CCOC's deposit accounts ($79.4 million as of December 31, 2010) and securities accounts. The
Revolver and 2007 Term Loans are guaranteed by CCIC and certain of its subsidiaries.
The proceeds of the Revolver may be used for general corporate purposes, which may include the financing of capital
expenditures, acquisitions and purchases of the Company's securities. The borrowings on the Revolver in December 2010 were
used to settle a portion of the previously outstanding forward -starting interest rate swaps (see note 7). The proceeds from the term
loans were used to purchase shares of the Company's common stock (see note 11). Availability under the Revolver at any time is
determined by certain financial ratios. The Company pays a commitment fee of 0.4% per annum on the undrawn available amount
under the Revolver.
Securitized Debt
The 2010 Tower Revenue Notes and the 2009 Securitized Notes (collectively, "Securitized Debt") are obligations of special
purposes entities and their direct and indirect subsidiaries (each an "issuer"), all of which are wholly -owned indirect subsidiaries
of the Company. The 2010 Tower Revenue Notes and 2009 Securitized Notes are govemed by separate indentures. The 2010
Tower Revenue Notes are governed by one indenture and consist of multiple series of notes, each with its own anticipated repayment
date. The net proceeds of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes were primarily used
to repay the portion of the 2005 Tower Revenue Notes not previously purchased and 2006 Tower Revenue Notes not previously
purchased, respectively. The net proceeds of the 2009 Securitized Notes were used to repay the portion of the Commercial Mortgage
Pass -through Certificates, Series 2004-2 ("2004 Mortgage Loan") not previously purchased. Interest is paid monthly on the
Securitized Debt.
The Securitized Debt is paid solely from the cash flows generated by the operation of the towers held directly and indirectly
by the issuers of the respective Securitized Debt. The Securitized Debt is secured by, among other things, (1) a security interest
in substantially all of the applicable issuers' personal property, (2) a pledge of the equity interests in each applicable issuer, and
(3) a security interest in the applicable issuers' contracts with customers to lease space on their towers (space licenses). The
governing instruments of two indirect subsidiaries ("Crown Atlantic" and "Crown GT") of the issuers of the 2010 Tower Revenue
Notes generally prevent them from issuing debt and granting liens on their assets without the approval of a subsidiary of Verizon
Communications. Consequently, while distributions paid by Crown Atlantic and Crown GT will service the 2010 Tower Revenue
Notes, the 2010 Tower Revenue Notes are not obligations of, nor are the 2010 Tower Revenue Notes secured by the cash flows
or any other assets of, Crown Atlantic and Crown GT. As of December 31, 2010, the Securitized Debt was collateralized with
property and equipment with a net book value of an aggregate approximately $2.0 billion, exclusive of Crown Atlantic and Crown
GT property and equipment.
The excess cash flows from the issuers of the Securitized Debt, after the payment of principal, interest, reserves, expenses,
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
and management fees are distributed to the Company in accordance with the terms of the indentures. If the Debt Service Coverage
Ratio ("DSCR") (as defined in the applicable governing loan agreement) as of the end of any calendar quarter falls to a certain
level, then all excess cash flow of the issuers of the applicable debt instrument will be deposited into a reserve account instead of
being released to the Company. The funds in the reserve account will not be released to the Company until the DSCR exceeds a
certain level for two consecutive calendar quarters. If the DSCR falls below a certain level as of the end of any calendar quarter,
then all cash on deposit in the reserve account along with future excess cash flows of the issuers will be applied to prepay the debt
with applicable prepayment consideration.
The Company may repay the 2010 Tower Revenue Notes and the 2009 Securitized Notes in whole or in part at any time
after the second anniversary of the closing date, provided such prepayment is accompanied by any applicable prepayment
consideration. The Securitized Debt has covenants and restrictions customary for rated securitizations, including provisions
prohibiting the issuers from incurring additional indebtedness or further encumbering their assets. The 2010 Tower Revenue Notes
contain the same financial covenants as the previously outstanding 2005 and 2006 Tower Revenue Notes.
High Yield Bonds —Senior Notes
The 9% Senior Notes and 7.125% Senior Notes (collectively, "Senior Notes") are public offerings and are general obligations
of CCIC, which rank equally with all existing and future senior debt of CCIC. The Senior Notes are effectively subordinated to
all liabilities (including trade payables) of each subsidiary of the Company and rank pari passu with the other respective high yield
bonds of the Company. As discussed below, the Company has used the net proceeds from the 9% Senior Notes to (1) purchase
portions of its previously existing 2004 Mortgage Loan, (2) repay and purchase portions of its previously existing Commercial
Mortgage Pass -through Certificates, Series 2006-1 ("2006 Mortgage Loan"), and (3) repay outstanding amounts under the Revolver.
The Company used the net proceeds from the 7.125% Senior Notes to purchase certain indebtedness of its subsidiaries.
The Senior Notes contain restrictive covenants with which the Company and its restricted subsidiaries must comply, subject
to a number of exceptions and qualifications, including restrictions on its ability to incur incremental debt, issue preferred stock,
guarantee debt, pay dividends, repurchase its capital stock, use assets as security in other transactions, sell assets or merge with
or into other companies, and make certain investments. Certain of these covenants are not applicable if there is no event of default
and if the ratio of the Company's Consolidated Debt (as defined in the 9% Senior Notes and 7.125% Senior Notes indenture) to
its Adjusted Consolidated Cash Flows (as defined in the 9% Senior Notes and 7.125% Senior Notes indenture) is less than or equal
to 7.0 to 1.0. The Senior Notes do not contain any financial maintenance covenants.
Prior to January 2013 and November 2014, the Company may redeem the 9% Senior Notes and 7.125% Senior Notes,
respectively, at a price equal to 100% of the principal amount, plus a make whole premium, and accrued and unpaid interest, if
any. After January 2013 and November 2014, respectively, the 9% Senior Notes and 7.125% Senior Notes may be redeemed at
the redemption prices set forth in the respective indenture.
High Yield Bonds —Secured Notes
The 7.75% Secured Notes were issued and guaranteed by certain subsidiaries of the Company that are special purpose entities
and that were obligors under the 2006 Mortgage Loan. These 7.75% Secured Notes are secured on a first priority basis by a pledge
of the equity interests of such subsidiaries and by certain other assets of such subsidiaries. The 7.75% Secured Notes are obligations
of the subsidiaries that were obligated under the 2006 Mortgage Loan, which was repaid in part through the proceeds from the
7.75% Secured Notes. The 7.75% Secured Notes are not guaranteed by and are not obligations of CCIC or any of its subsidiaries
other than the issuers and guarantors of the 7.75% Notes. The 7.75% Secured Notes will be paid solely from the cash flows
generated from operations of the towers held directly and indirectly by the issuers and the guarantors of such notes. As of
December 31, 2010, the 7.75% Secured Notes were collateralized with property and equipment with a net book value of an
aggregate approximately $1.2 billion. The Company used the net proceeds of the issuance of the 7.75% Secured Notes, along
with other cash, to repay the 2006 Mortgage Loan.
The 7.75% Secured Notes contain restrictive covenants with which the issuing subsidiaries and the guarantors of such notes
must comply, subject to a number of exceptions and qualifications, including restrictions on their ability to incur debt, make
restricted payments, incur liens, enter into certain merger or change of control transactions, enter into related party transactions
and engage in certain other activities as set forth in the indenture. The 7.75% Secured Notes contain financial covenants that could
result in cash being deposited in a reserve account and require the Company to offer to purchase the 7.75% Secured Notes.
Prior to May 2013 the Company may redeem the 7.75% Secured Notes at a price equal to 100% of the principal amount,
plus a make whole premium, and accrued and unpaid interest, if any. After May 2013, the debt may be redeemed at the redemption
prices set forth in the indenture.
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Previously Outstanding Indebtedness
2005 Tower Revenue Notes and 2006 Tower Revenue Notes. In 2010, the Company purchased and repaid the outstanding
portions of the 2005 Tower Revenue Notes and the 2006 Tower Revenue Notes. The 2005 Tower Revenue Notes were repaid in
part through the proceeds of the January 2010 Tower Revenue Notes. The 2006 Tower Revenue Notes were repaid in part through
the proceeds of the August 2010 Tower Revenue Notes. See below for the net losses on these retirements.
2004 Mortgage Loan and 2006 Mortgage Loan. The 2004 Mortgage Loan and 2006 Mortgage Loan (collectively, "Mortgage
Loans") remained outstanding as obligations of the subsidiaries of Global Signal upon the Global Signal Merger. In 2009, the
Company purchased and repaid the outstanding portions of the Mortgage Loans. The 2004 Mortgage Loan was repaid in part
through proceeds of the 2009 Securitized Notes. The 2006 Mortgage Loan was repaid in part through the proceeds of the 7.75%
Secured Notes. Aportion of the net proceeds of the 9% Senior Notes was also used to retire part of the Mortgage Loans. See below
for the net losses on these retirements.
4% Convertible Senior Notes. In 2003, the Company issued $230.0 million aggregate principal amount of its 4% Convertible
Senior Notes. During the year ended December. 31, 2008, holders converted $63.8 million of the 4% Convertible Senior Notes
into 5.9 million shares of common stock. The 4% Convertible Senior Notes were convertible, at the option of the holder, in whole
or in part at any time, into shares of common stock at a conversion price of $10.83 per share of common stock. As of December 31,
2009 and 2010, there were no 4% Convertible Senior Notes outstanding.
Contractual Maturities
The following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at
December 31, 2010, exclusive of the 6.25% Convertible Preferred Stock. These maturities reflect contractual maturity dates and
do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue
Notes. If the Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then the Excess Cash
Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series and class of
the Tower Revenue Notes, and additional interest (of an additional approximately 5% per annum) will accrue on the Tower Revenue
Notes.
Scheduled contractual maturities
Debt Purchases and Repayments
Years Ending December 31,
2011 2012
2013 2014
2015 Thereafter
28,687 < $ :: 29,637 _ $ 185,670 $ 628,413 $ 889,606 $ 5;105,577
The following is a summary of the partial purchases and repayments of debt during the years ended December 31, 2010 and
December 31, 2009.
2005 Tower Revenue Notes
2006 Tower Revenue Notes
2009 Securitized Notes(b)
9% Senior Notes
7.75% Secured Notes(b)
Total
Year Ending December 31, 2010
Principal Amount Cash Paid(a) Gains (losses)
$ 1,638,616 $ 1,651,255
1,550,000 1,629,920
5,000 5,250
33,115. 36,116
199,593 218,771
$ (15,718)
(87,755)
(393)
(6,425)
(28,076)
3,426,324 $ `::.3,541312 $ (138,367) (c)
(a) Exclusive of accrued interest.
(b) These debt purchases were made by CCIC, rather than by the subsidiaries issuing the debt, because of restrictions upon the subsidiaries issuing the debt; as
a result, the debt remains outstanding at the Company's subsidiaries.
(c) Inclusive of $23.4 million related to the write-off of deferred financing costs and discounts.
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
2004 Mortgage Loan(b)
2006 Mortgage Loan(b)
2005 Tower Revenue Notes
Revolver
Total
Year Ending December 31, 2009
Principal Amount Cash Paid(a) Gains (losses)
$ 293,505 $ 293,716 $
1,550,000 1,634,184
261,384 263,819
219,400.: :. 219,400
(2,128)
(85,659).
(3,292)
$ 2,324,289 $ 2,411,119 $ (91,079) (c)
(a) Exclusive of accrued interest.
(b) Includes purchases and repayments.
(c) Inclusive of $4.2 million related to the write-off of deferred financing costs and other non -cash adjustments.
7. Interest Rate Swaps
The Company enters into interest rate swaps only to manage and reduce its interest rate risk, including the use of (1) forward -
starting interest rate swaps to hedge its exposure to variability in future cash flows attributable to changes in LIBOR on anticipated
financings, including refinancings and potential future borrowings and (2) interest rate swaps to hedge the interest rate variability
on a portion of the Company's floating rate debt. The Company does not enter into interest rate swaps for speculative or trading
purposes.
During the years ended December 31, 2006 and 2007, the Company entered into an aggregate $5.3 billion notional value of
forward -starting interest rate swaps hedging certain anticipated refinancings, all of which were settled during the years ended
December 31, 2010 and 2009. The forward -starting interest rate swaps fixed LIBOR for five years relating to the anticipated
refinancings at a weighted -average rate of 5.2%, while the actual five-year LIBOR swap rate upon issuance of the anticipated
refinancings was a weighted -average of 2.4%. In certain circumstances, these forward -starting interest rate swaps were outstanding
following the refinancing of the respective debt which they hedged. Refinancings that qualified as the respective hedged forecasted
transaction resulted in $3.9 million of ineffectiveness for the year ended December 31, 2009, and the interest rate swaps were no
longer economic hedges of the Company's exposure to LIBOR on the anticipated refinancing of its existing debt. As a result,
changes in the fair value of such non -economic swaps were prospectively recorded in earnings until settlement in "net gain (loss)
on interest rate swaps" on the consolidated statement of operations and comprehensive income (loss). For refinancings that did
not qualify as the respective hedged forecasted transaction, the Company discontinued hedge accounting and reclassified the entire
loss from accumulated other comprehensive income (loss) to earnings. During 2010, the Company paid $697.8 million to settle
its previously outstanding forward -starting interest rate swaps. As of December 31, 2010, all of the forward -starting interest rate
swaps have been settled.
As of December 31, 2010, the Company has variable to fixed interest rate swaps that effectively fix the interest rate on $600.0
million of the 2007 Term Loan at a combined rate of approximately 1.3% (plus the applicable credit spread) through December
2011. The following tables show the effect of interest rate swaps on the consolidated balance sheet and consolidated statement of
operations and comprehensive income (loss). The estimated net amount, pre-tax, loss that is expected to be reclassified into earnings
from accumulated other comprehensive income (loss) is approximately $71 million for the year ended December 31, 2011. See
also note 8.
Interest Rate Swaps
Designated as hedging instruments:
Current
Non -current
Not designated as hedging instruments:
Current
Non -current
Total
Classification
Fair Value of Interest Rate Swaps
Liability Derivatives
December 31, December 31,
2010 2009
Interest rate swaps, current
Interest rate swaps, non -current
Interest rate swaps, current
Interest rate swaps, non -current
5,198 $ 136,961
— 41,702
$ — $ 23,160
98,779
$ 5,198 $ 300,602
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Interest Rate Swaps Designated as
Hedging Instruments(a)
Years Ended December 31,
2010 2009 2008
Gain (loss) recognized in OCT
(effective portion).
Gain (loss) reclassified from
accumulated OCI into income
(effective portion)
Amount of gain (Loss) recognized in
income (ineffective portion and
excluded from effectiveness testing)
Interest Rate Swaps Not Designated as
Hedging Instruments(a)
(125,850)
Classification
140,056 $ (445,614) Other comprehensive income ("OCI")
Interest expense and amortization of
(54,169) (19,158) (10,691) deferred financing costs
(3,920) (3,777) ` Net gain (loss) on interest rite swaps
Years Ended December 31,
2010
Gain: (loss) recognized m income.
2009
2008
Classification
286435 _ sswapwapss
( ) (b) $ - (89,046) (c) $ (34,111) Net gain (loss). on interest rate
(a) Exclusive of benefit (provision) for income taxes.
(b) Inclusive of $3.4 million related to the discontinuation of amortization into interest expense of an interest rate swap that previously qualified for hedge
accounting as a result of early repayment of debt in 2010 and the remainder is related to losses due to the decrease in fair value of interest rate swaps not
designated as hedging instruments.
(c) Inclusive of losses of $132.9 million related to the hedged forecasted transaction not occurring with respect to the refinancing of 2006 Mortgage Loan,
partially offset by gains related to the increase in the fair value of interest rate swaps not designated as hedging instruments.
8. Fair Value Disclosures
The following table shows the estimated fair values of the Company's financial instruments, along with the carrying amounts
of the related assets (liabilities).
Assets;
Cash and cash equivalents
Restricted cash
Liabilities:
Debt and other obligations
Interest rate swaps (a)
(a) See note 7.
December 31, 2010
December 31, 2009
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
112,531 $ 112,531 $ 766,146 $ 766,146
226,015 226,015 218,514 218,514
$ 6,778,894 $ 7,121,156 $...6,579,156 $ . 6,870,979
5,198 5,198 300,602 300,602
As of December 31, 2010, the fair value of the Company's cash and cash equivalents and restricted cash is measured on a
recurring basis based on Level 1, as defined by the fair value hierarchy. The following table shows a summary of the activity for
fair value classified as Level 3 during the year ended December 31, 2010:
Beginning balance
Settlements :.
Less: total (gains) loss:
Included in earnings (a)
Included in other comprehensive income (loss)
Transfers out of Level 3 (b)
Ending balance
Fair Value Measurements Using
Significant Unobservable Inputs (Leve13)
Interest Rate Swap, Net
December 31, 2010
December 31, 2009
300,040 $
I. (703,754)
283,062,
125,850
(5,198)`..
541,171
(57,251)
(43, 824)
(140,056)
— $ 300,040
(a) As of December 31, 2010, there were no unrealized gains or losses relating to liabilities still held at the reporting date. As of December 31, 2009, there are
$57.3 million of gains that were attributable to the change in unrelated gains or losses relating to liabilities still held at the reporting date.
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
(b) As of December 31, 2010, the interest rate swaps were transferred from Level 3 to Level 2 because of a decrease in the magnitude of unobservable inputs
in relation to the observable inputs, including settlement value.
9. Income Taxes
Income (loss) before income taxes by geographic area is as follows:
Years Ended December 31,
2010 2009 2008
Domestic .
$ :.(342;333) $ (193,055) $ (145,086)
Foreign (a) 4,228 2,532 (8,133)
(a) Inclusive of income (loss) before income taxes from Australia and Puerto Rico.
The benefit (provision) for income taxes consists of the following:
(338,105)'. $ (190,523) _ $ (153,219)
Years Ended December 31,
2010 2009 2008
Current
Federal $ 4,038 $ 5,803 $ (1,958)
Foreign (2;187) (1,904) (2,496)
State (1,201) (1,909) (4,742)
Total current
$ 650 . 1,990, $ (9919�
Deferred:
Federal $ 30;770$ 56,152 $ 111,72$
Foreign (298) — —
State
,: (4,276) 1,8,258 _ ` 1,829
Total deferred $ 26,196 $ 74,410 $ 113,557
Total tax rovi benefit
.. (p. sion) ... ... $ 26;846 _:.$: 76,400' $ 104,361
For the year ended December 31, 2010, the Company received a $9.6 million alternative minimum tax carryback refund, of
which $5.6 million was recorded in 2009, and $4.0 million reduced its alternative minimum tax credit carryforward. The alternative
minimum tax credit has an indefinite canyforward period.
A reconciliation between the benefit (provision) for income taxes and the amount computed by applying the federal statutory
income tax rate to the loss before income taxes is as follows:
Years Ended December 31,
2010 2009 2008
Benefit for mcometaxes at statutory rate $ .: 1-18,337 $ ` 66,683 $ :'' 53,626
Tax effect of foreign income (losses) 1,480 886 (2,846)
Expenses for which no federal tax benefit was recognized (3,657) (803) (675)
Losses for which no tax benefit was recognized (85,605) — (19,554)
State tax (provision) benefit, netof federal (3,560) 10,627. (1,893)
Foreign tax (2,485) (1,904) (2,496)
Change in:unrecognized tax benefits — 71 687 (a)
Other 2,336 911 6,512
$..:... 26,846 $; :..::.76,400 $ 104,361
(a) Predominately related to the completion of an Internal Revenue Service ("IRS") examination.
The components of the net deferred income tax assets and liabilities are as follows:
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollars in thousands, except per share amounts)
Deferred income tax liabilities:
Property and equipment
Deferred site rental receivable
Intangible assets
Total deferred income tax Liabilities
Deferred income tax assets:
Net operating loss carryforwards
Deferred ground lease payable
Alternate minimum tax credit carryforward
if
Accrued liabilities
Receivables: allowance
Prepaid lease
Derivative instruments -
Available -for -sale securities
Other
Valuation allowances
Total deferred income tax assets, net -
Net deferred income tax asset (liabilities)
December 31,
2010 2009
486,577 $ 471,754
164,867.. ` 103,937
689,597 704,109
1,341,041 .1,279,800
926,444 729;120
104,324 92,216
3,591. `, 7,820
78,752 65,862
2,175 r 2,150
430,558 444,885
75,960 105,014
25,289 25,547
(318,055) (190,848)
1,333,453 1;281,772.
(7,588) $ 1,972
Valuation allowances of $318.1 million and $190.8 million were recognized to offset net deferred income tax assets as of
December 31, 2010 and 2009, respectively. During the year ended December 31, 2009, the Company recognized the federal tax
benefits on it's taxable losses incurred which reduced its net deferred tax liabilities. During the year ended December 31, 2010,
the Company continued to recognize federal tax benefits on taxable losses incurred up to the maximum benefit. The resulting net
deferred tax position at December 31, 2010 required additional federal tax benefits in future periods to have a full valuation
allowance, unless future discrete events allowed the Company to record additional deferred tax liabilities. During 2010, the
Company continued to incur taxable losses for which recognition of the federal tax benefits were unable to be recorded, except
for $19.8 million of federal tax benefit recorded predominately as a result of discrete events, including the acquisition of NewPath
(see note 3). The Company has recorded a full valuation allowance on it's federal tax benefits because of the Company's history
of tax operating losses. The components of the net deferred income tax assets (liabilities) are as follows:
December 31, 2010 December 31, 2009
Valuation Valuation
Classification Gross Allowance Net Gross Allowance Net
Federal $ 93,970 ` $ 117,901 $ "(23,931)
( ) $ ' (7,020) $ ";: (27,927) $ ::. (34,947)
State 51,799 (35,155) 16,644 66,732 (44,810) 21,922
Foreign ;.:(301)
68,365. _ (68,666)- , _ 60,42.4 (60,424)
Other comprehensive income (loss) 96,333 (96,333) - 72,684 (57,687) 14,997
Total
$ : 310,467: $ (318,055) ;$: .: `(7,588) $ ` 192,82Q $ (190,848) $ ;.1,972
The valuation allowance recorded in other comprehensive income relates to the changes in the Company's overall deferred
tax position due to the deferred tax asset recorded in conjunction with the decline in the fair market value of the Company's interest
rate swaps and change in unrealized gain (loss) on available -for -sale securities.
At December 31, 2010, the Company had U.S. federal, state and foreign net operating loss carryforwards of approximately
$2.4 billion, $1.1 billion and $0.1 billion, respectively, which are available to offset future taxable income. If not utilized, the
Company's U.S. federal net operating loss carryforwards expire starting in 2021 and ending in 2030, and the state net operating
carryforwards expire starting in 2011 and ending in 2030. The foreign net operating loss carryforwards predominately remain
available indefinitely provided certain continuity of business requirements is met. The utilization of the loss carryforwards is
subject to certain limitations. The Company's U.S. federal and state income tax retums generally remain open to examination by
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
taxing authorities until three years after the applicable loss carryforwards have been used or expired.
As of December 31, 2010 and 2009, the unrecognized tax benefits were $9.2 million and $3.2 million, respectively. During
2010, unrecognized tax benefits were increased by $6.0 million related to state tax positions. As a result of the completion of an
IRS examination on the Company's U.S. federal income tax return for 2004, during the year ended December 31, 2008, the
Company recorded income tax benefits of $74.9 million from the recording net operating losses related to previously unrecognized
tax benefits.
From time to time, the Company is subject to examination by various tax authorities in jurisdictions in which the Company
has business operations. The Company regularly assesses the likelihood of additional assessments in each of the tax jurisdictions
resulting from these examinations. The Company's U.S. federal tax returns were examined by the Internal Revenue Service through
2004.
10. Redeemable Preferred Stock
The Company originally issued 8.1 million shares of its 6.25% Convertible Preferred Stock at a price of $50.00 per share
(the liquidation preference per share). The holders of the 6.25% Convertible Preferred Stock are entitled to receive cumulative
dividends at the rate of 6.25% per annum payable on February 15, May 15, August 15 and November 15 of each year. The Company
has the option to pay dividends in cash or in shares of its common stock. The dividends were paid with approximately $19.9
million of cash for each of the years ended December 31, 2010, 2009 and 2008. The amortization of the issue costs on the 6.25%
Convertible Preferred Stock recorded in "dividends on preferred stock" was $0.9 million for the year ended December 31, 2010,
2009 and 2008. The Company is required to redeem all outstanding shares of the 6.25% Convertible Preferred Stock on August 15,
2012 at a price equal to the liquidation preference plus accumulated and unpaid dividends. As of December 31, 2010 and 2009,
the outstanding balance of the 6.25% Convertible Preferred Stock was $316.6 million and $315.7 million, respectively,
The shares of 6.25% Convertible Preferred Stock are convertible, at the option of the holder, in whole or in part at any time,
into shares of the Company's common stock at a conversion price of $36.875 per share of common stock. Under certain
circumstances, the Company generally has the right to convert the 6.25% Convertible Preferred Stock, in whole or in part, into
8.6 million shares of common stock, if the price per share of the Company's common stock equals or exceeds 120% of the conversion
price, or $44.25, for at least 20 trading days in any consecutive 30-day trading period.
The Company's obligations with respect to the 6.25% Convertible Preferred Stock are subordinate to all indebtedness of the
Company and are effectively subordinate to all debt and liabilities of the Company's subsidiaries.
11. Stockholders' Equity
Purchases of the Company's Common Stock
For the years ended December 31, 2010, 2009 and 2008, the Company purchased 4.1 million, 0.1 million, and 1.2 million
shares of common stock, respectively, utilizing $159.6 million, $2.9 million and $44.7 million in cash, respectively.
Issuances of Common Stock
For the years ended December 31, 2010, 2009 and 2008, the Company issued 34,428, 59,500 and 32,977 shares, respectively,
of common stock to the non -employee members of its board of directors. In connection with these shares, the Company recognized
stock -based compensation expense for the years ended December 31, 2010, 2009 and 2008 of $1.3 million, $1.0 million and $1.2
million, respectively.
4% Convertible Senior Notes
During the year ended December 31, 2008 holders converted $63.8 million ofthe 4% Convertible Senior Notes into 5.9 million
shares of common stock. As of December 31, 2010 and 2009, there were no 4% Convertible Senior Notes outstanding.
Stock Options and Restricted Stock Awards
See note 12 for a discussion of the stock option and restricted stock awards activity.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
12. Stock -based Compensation
Stock Compensation Plans
The Crown Castle International Corp. 2001 Stock Incentive Plan ("2001 Stock Incentive Plan") and the Crown Castle
International Corp. 2004 Stock Incentive Plan ("2004 Stock Incentive Plan"), which are both stockholder -approved, permit the
grant of stock -based awards to certain employees, consultants and non -employee directors of the Company and its subsidiaries
or affiliates. As of December 31, 2010, the Company has 8.9 million shares available for future issuance pursuant to its stock
compensation plans.
Since 2003, the Company has used CCIC restricted stock awards as a long-term incentive to its employees. The Company
has not granted CCIC stock options since 2003 and has not granted options to executive management since October 2001. In
addition, CCAL may award options to its employees and directors for the purchase of CCAL shares. The CCAL vested options
and shares may be periodically settled in cash. The liability for the CCAL options was $6.4 million and $2.7 million, respectively,
as of December 31, 2010 and 2009.
Restricted Stock Awards
The Company's restricted stock awards to certain executives and employees include (1) annual performance awards that
often include provisions for forfeiture by the employee if certain market performance of the Company's common stock is not
achieved, (2) new hire or promotional awards that generally contain only service conditions, and (3) other awards related to specific
business initiatives or compensation objectives including retention and merger integration. Such restricted stock awards vest over
periods of up to five years.
The following is a summary of the restricted stock award activity during the year ended December 31, 2010.
Shares outstanding at the beginning of year
Shares granted
Shares vested
Shares forfeited
Shares outstanding at end of year
Number of Shares
Weighted -Average
Grant -Date
Fair Value
(In thousands of shares) (In dollars per share)
4,154.$
1,052
(891)
(18)
18.4
31.1
24.5
28.3
4,297 $ - .20.2
For the years ended December 31, 2010, 2009 and 2008, the Company granted 1.1 million shares, 2.2 million shares and
1.4 million shares, respectively, of restricted stock awards to the Company's executives and certain other employees. The weighted -
average grant -date fair value per share of the grants for the years ended December 31, 2010, 2009 and 2008 was $31.13, $10.08
and $26.38 per share, respectively. The weighted -average requisite service period for the restricted stock awards granted during
2010 was 2.5 years.
During the year ended December 31, 2010, the Company granted 0.5 million shares of restricted stock awards that time vest
over a three-year period. During the year ended December 31, 2010, the Company granted 0.5 million shares of restricted stock
awards ("2010 performance awards") to the Company's executives and certain other employees which may vest on the third
anniversary of the grant date based upon achieving a price appreciation hurdle along a price range continuum using the highest
average closing price per share of common stock for 20 consecutive trading days during the last 180 days of the performance
period.
Certain restricted stock awards contain provisions that result in forfeiture by the employee of any unvested shares in the
event that the Company's common stock does not achieve certain price targets. To the extent that the requisite service is rendered,
compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market
performance target is achieved.
The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant -date fair value
for the awards granted during the years ended December 31, 2010, 2009 and 2008, respectively, with market conditions.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Risk -free rate
Expected volatility
Expected dividend rate.
Years Ended December 31,
2010 2009 2008
1.5%'. 1.3% 2.4%
49% 46% 27%
—% —%
The Company recognized stock -based compensation expense from continuing operations related to restricted stock awards
of $35.2 million, $28.2 million and $24.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. The
unrecognized compensation (net of estimated forfeitures) related to restricted stock awards at December 31, 2010 is $26.1 million
and is estimated to be recognized over a weighted -average period of less than one year.
The following table is a summary of the restricted stock awards vested during the years ended December 31, 2010 to 2008.
Years Ended December 31,
Total Shares Fair Value on
Vested Vesting Date
(In thousands
of shares)
2010 $
891 34,813
2009 366 9,190
2008 224 8,018
CCIC Stock Options
At December 31, 2010 and 2009, there were 0.2 million and 1.4 million options outstanding, respectively. The intrinsic
value of CCIC stock options exercised during the years ended December 31, 2010, 2009 and 2008 was $28.2 million, $38.2 million
and $10.4 million, respectively. The intrinsic value of CCIC stock options outstanding and exercisable at December 31, 2010 was
$7.5 million. The Company received cash from the exercise of CCIC stock options during the years ended December 31, 2010,
2009 and 2008 of $ 18.7 million, $44.7 million and $8.7 million, respectively. As of December 31, 2010, the stock options outstanding
and exercisable have a weighted -average exercise price of $8.56 and have a weighted -average remaining contractual term of
approximately one year.
Stock -based Compensation by Segment
The following table discloses the components of stock -based compensation expense. No amounts have been included in the
carrying value of assets during the years ended December 31, 2010, 2009 and 2008. For the years ended December 31, 2010, 2009
and 2008, the Company recorded tax benefits, exclusive of the change in the valuation allowance, of $12.8 million, $10.2 million
and $9.1 million, respectively, related to stock -based compensation expense (see note 9).
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Stock -based compensation expense:
Site rental costs of operations
Network services and other costs of operations
General and administrative expenses
Total stock -based compensation
Stock -based compensation expense:._
Site rental costs of operations
Network services and other costs of operations
General and administrative expenses
Total stock -based compensation
Stock -based compensation expense: .
Site rental costs of operations
Network.services and other costs of operations.
General and administrative expenses
Total stock -based compensation
13. Employee Benefit Plans
Year Ended December 31, 2010
Consolidated
CCUSA CCAL Total
1,131 $ — $ 1,131
1,568 1;568
33,841 3,425 37,266
36540 $ ;:3,425.; $ 39,965
Year Ended December 31, 2009
CCUSA
CCAL
Consolidated
Total
967 $
1207.
27,051
1,080
967
1,207
28,131
29,225 $ 1,080 $ 30,305
Year Ended December 31, 2008
CCUSA CCAL
Consolidated
Total
935 $
870
24,091
2,871
935
870
26,962
25,896 $ : 2,871 $ •28,767
The Company and its subsidiaries have various defined contribution savings plans covering substantially all employees.
Employees may elect to contribute a portion of their eligible compensation, subject to limits imposed by the various plans. Certain
of the plans provide for partial matching of such contributions. The cost to the Company for these plans amounted to $5.5 million,
$5.2 million and $4.4 million for the years ended December 31, 2010, 2009 and 2008, respectively.
14. Commitments and Contingencies
The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there
are uncertainties inherent in the ultimate outcome of such matters, and it is impossible to presently determine the ultimate costs
or losses that may be incurred, if any, management believes the resolution of such uncertainties and the incurrence of such costs
should not have a material adverse effect on the Company's consolidated financial position or results of operations.
Asset Retirement Obligations
Pursuant to its ground lease agreements, the Company has the obligation to perform certain asset retirement activities,
including requirements upon lease termination to remove towers or remediate the land upon which its towers reside. Accretion
expense related to liabilities for retirement obligations amounted to $5.3 million, $4.9 million and $2.5 million for the years ended
December 31, 2010, 2009 and 2008, respectively. As of December 31, 2010 and 2009, liabilities for retirement obligations were
$63.8 million and $58.8 million, respectively, representing the net present value of the estimated expected future cash outlay. As
of December 31, 2010, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.7
billion. See note 2.
Property Tax Commitments
The Company is obligated to pay, or reimburse others for, property taxes related to the Company's towers pursuant to operating
leases with landlords and other contractual agreements. The property taxes for the year ended December 31, 2011 and future
59
.l
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
periods are contingent upon new assessments of the towers and the Company's appeals of assessments. The Company has an
obligation to reimburse Sprint Nextel ("Sprint") for property taxes it pays on the Company's behalf related to certain towers the
Company leases from Sprint. The Company paid $14.9 million for the year ended December 31, 2010 and expects to pay $15.4
million for the year ended December 31, 2011. The amount per tower to be paid to Sprint increases by 3% each successive year
through 2037, the expiration of the lease term.
Letters of Credit
The Company has issued letters of credit to various landlords, insurers and other parties in connection with certain contingent
retirement obligations under various tower land leases and certain other contractual obligations. The letters of credit were issued
through the Company's lenders in amounts aggregating $13.5 million and expire on various dates through December 2011.
Operating Lease Commitments
See note 15 for a discussion of the operating lease commitments.
15. Leases
Tenant Contracts
The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to
contractual agreements in effect as of December 31, 2010. Generally, the Company's contracts with its tenants provide for (1) annual
escalations and multiple renewal periods at the tenant's option and (2) only limited termination rights at the applicable tenant's
option through the current term. As of December 31, 2010, the weighted -average remaining term of tenant contracts is approximately
eight years, exclusive of renewals at the tenant's option. The tenants' rental payments included in the table below are through the
current terms with a maximum current term of 20 years and do not assume exercise of tenant renewal options.
Tenant leases
Years Ending December 31,
2011 2012 2013 2014 2015 Thereafter Total
$1,601,738 $1,592,499 $1,539,339 : $1,482,337 : $1,298,833 $ 7,798,871. $ 15,313,618
Operating Leases
The following table is a summary of rental cash payments owed by the Company, as lessee, to landlords pursuant to contractual
agreements in effect as of December 31, 2010. The Company is obligated under non -cancelable operating contracts for land under
72% of its towers, office space and equipment. In addition, the Company manages 600 towers owned by third parties. The majority
of these operating lease agreements have certain termination rights that provide for cancellation after a notice period. The majority
of the land and managed tower leases have multiple renewal options at the Company's option and annual escalations. Lease
agreements may also contain provisions for a contingent payment based on revenues or the gross margin derived from the tower
located on the leased land. Approximately 91 % and 69% of the Company's site rental gross margins for the year ended December 31,
2010, are derived from towers where the land under the tower is owned or leased with final expiration dates of greater than 20 years
and ten years, respectively, inclusive of renewals at the Company's option. The operating lease payments included in the table below
include payments for certain renewal periods at the Company's option up to the estimated tower useful life of 20 years and an
estimate of contingent payments based on revenues and gross margins derived from existing tenant leases.
Years Ending December 31,
2011
2012 2013 2014 2015 Thereafter Total
Operating leases
P g $ 298,377, $ 302,865 $ 305,600 ; $ 306,164 $ 306,938:.$ 3,659,949 $ 5,179,893
Rental expense from operating leases was $330.1 million, $316.2 million and $313.1 million, respectively, for the years ended
December 31, 2010, 2009 and 2008. The rental expense was inclusive of contingent payments based on revenues or gross margin
derived from the tower located on the leased land of $55.1 million, $53.1 million and $49.5 million, respectively, for the years
ended December 31, 2010, 2009 and 2008.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
16. Operating Segments and Concentrations of Credit Risk
Operating Segments
The Company's reportable operating segments are (1) CCUSA, primarily consisting of the Company's U.S. tower operations,
and (2) CCAL, the Company's Australian tower operations. Financial results for the Company are reported to management and
the board of directors in this manner.
The measurement of profit or loss currently used by management to evaluate the results of operations for the Company and
its operating segments is earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted
EBITDA"). The Company defines Adjusted EBITDA as net income (loss) plus restructuring charges (credits), asset write -down
charges, acquisition and integration costs, depreciation, amortization and accretion, interest expense and amortization of deferred
financing costs, gains (losses) on purchases and redemptions of debt, net gain (loss) on interest rate swaps, impairment of available -
for -sale securities, interest and other income (expense), benefit (provision) for income taxes, cumulative effect of change in
accounting principle, income (loss) from discontinued operations and stock -based compensation expense. Adjusted EBITDA is
not intended as an alternative measure of operating results or cash flows from operations (as determined in accordance with U.S.
generally accepted accounting principles), and the Company's measure of Adjusted EBITDA may not be comparable to similarly
titled measures of other companies. There are no significant revenues resulting from transactions between the Company's operating
segments. Inter -company borrowings and related interest between segments are eliminated to reconcile segment results and assets
to the consolidated basis. Noncontrolling interests primarily represent the noncontrolling shareholders' 22.4% interests in CCAL,
the Company's 77.6% majority -owned subsidiary.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollars in thousands, except per share amounts)
The financial results for the Company's operating segments are as follows:
Year Ended December 31, 2010
Year Ended December 31, 2009 Year Ended December 31, 2008
Consolidated Consolidated Consolidated
CCUSA CCAL Elim(a) Total CCUSA CCAL Elim(a) Total CCUSA CCAL Elim(a) Total
Net revenues:
Site rental $ 1,608,141 $ 92,620 $ - $ 1,700,761 $ 1,466,552 $ 76,640 $ - $ 1,543,192 $ 1,324,677 $ 77,882 $ - $ 1,402,559
Network services and other 168,101, ` 9,796..: - :' 177,897 ; ' :.134,545 :' - ` 7,670•.:: `- 142,215 ' 113,392 <10 553
123;945
Net revenues 1,776,242 102,416 - 1,878,658 1,601,097 84,310
Operating expenses:'
Costs of operations(b):
Site rental 437,812- .. ..29,324 ,
Network services and other 107,668 6,573 -
General and administrative • r: 148,374 16,982 .
Asset write -down charges 13,243 444 -
Acquisition and 'integration .costs
Depreciation, amortization and
accretion
Total;operatingexpenes.. •: '1;222,632 - • 80,661„
Operating income (loss)
2,102
513,433 27,338
1,685,407 1,438,069 88,435 1,526,504
::467,136
114,241
•165;356:
13,687
2,102:
433,481 23,079 :..
88,393 4,415
-141,149 :11,923 -'
18,611 626
- 540,771 502,017 27,722
553,610 21,755
1;303;293• ,. `:1,183;GSI 67,765:
575,365
417,446 16,545
Interest expense and amortization of
deferred financing costs .(488,863) (21;381) 19;975. (490269) (443;960)- (15,403)
Impairment of available -for -sale
securities
Gains -(losses) on ppurchases and
redemptions of debt (138,367) :(138,367) • '(91,079) '.
Net gain (loss) on interest rate swaps (286,435) - - (286,435) (92,966)
Interest and other income (expense) 21,039: 537 .: (19,975) 1,60117,429
Benefit (provision) for income taxes 28,808 (1,962) 26,846 77,718
Net income (loss) (310,208) ; (1,051)',
Less: Net income (loss) attributable to
the noncontrolling interest
Net income (loss) attributable, to.
CCIC stockholders $ :'-(310,208). $ . • (732) $..''
Capital expenditures $ 216,556 $ 11,502 $
(319)
456,560'
92,808
153,072
19,237
432,896 23,227
77,360 5,092
133,439 .16,147:
16,696 192
'2;504
- 529,739 498,834 27,608
5,251,416':: ` .'1;161 729 -,r 72;266,'
456,123
82,452
149,586
16,888
' 2,504
- 526,442
1,233,995
433,991 276,340 16,169 - 292,509
13,481 (445,882) (351,339) ' (25,079) • 22,304 (354,114)
(55,869)
(92,966) (37,888)
1;465' (13;481) • 5,413` •23,790
(1,318) 76,400 106,553 (2,192)
(22,304)
(55,869)
42
(37,888)
2,101
104,361
.r (31.1,259):' . (1.15,412),: .1,289' .. (114,123) • •'•(38,371)' '(10,487)--
(319)
209 - 209
(310 940) -'$:. (115,412) $ ...='1,080'
- $ 228,058 $ 166,883 $
6,652 $
(10 487), ::$
- $ 173,535 $ 406,065 $ 44,667 $
Total assets (at yearend)- $ 10;439;827 $ '339;093 $, :'(309 391) $:10,469;529 $ 10,928;761 $`: 297;801 ::$ (269,956) $10;956,606'
(a) Elimination of inter -company borrowings and related interest expense.
(b) Exclusive of depreciation, amortization and accretion shown separately.
;(48;858)
'(48858)
- $ 450,732
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollars in thousands, except per share amounts)
The following are reconciliations of net income (loss) to Adjusted EBITDA for the years ended December 31, 2010, 2009 and 2008:
Year Ended December 31, 2010 Year Ended December 31, 2009
Year Ended December 31, 2008
Consolidated Consolidated Consolidated
CCUSA CCAL Elim(a) Total CCUSA CCAL Elim(a) Total CCUSA CCAL Elim(a) Total
Net income (loss) $ .(310,208) :,$ (1,051) $ - : $ .(311,259) $ .(115,412) "$ ` 1,289 $ - $ (114,123) $ (38,371) .$ .' :(10,487) $ $ . (48,858)
Adjustments to increase (decrease) net
income (loss):
Asset write=down. charges
Acquisition and integration costs 2,102 - -
Depreciation, amortization and
accretion 513,433 .. 27,338.
Interest expense and amortization of
deferred financing costs 488,863 21,381 (19,975) 490,269 443,960
Impairment of available -for -sale .
securities .
Gains (losses) on purchases and
redemptions of debt 138,367
Net gain (loss) on interestrate swaps 286,435:. '
Interest and other income (expense) (21,039)
Benefit (provision) for income: taxes. (28,808)
Stock -based compensation expense 36,540
Adjusted EBITDA $1;118;928$ 52,962';•$;'
• 13,243 444:
13,687 18,611 626',
2,102
'540;771`. 502;017 27,722.
• 19,237:'.. .:16,696 .192'..
2,504
529,739 : 498,834'. • :.27,608.
: 16,888
2,504
526,442
15,403 (13,481) 445,882 351,339 25,079 (22,304) 354,114
55,869 ..
55;869
- - 138,367 91,079 - 91,079 (42) - - (42)
- .. 286,435 92,966 - 92,966 37,888 - - 37,888
(537) 19,975 (1,601) (17,429) (1,465) 13,481 (5,413) (23,790) (615) 22,304 (2,101)
1,962 - - (26,846) (7.7,718)' 1,318. - (76,400) (106,553) 2,192 - (104,361)
3,425 39,965 29,225 1,080 30,305 25,896 2,871 - 28,767
(a) Elimination of inter -company borrowings and related interest expense.
- • $.::1 171.,890 $• '967,299 $ 45,973• • $ • • '$'1,013,272.':' $ 820,270 $• 46,840' $. - $ 867,110
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
Geographic Information
A summary of net revenues by country, based on the location of the Company's subsidiary, is as follows:
United States
Australia
Other countries
Total net revenues
Years Ended December 31,
2010 2009 2008
1,772,793 $ 1,597,790: $ ' 1,434,203
102,416 84,310 88,435
3,449 . 3,307: 3,866
$ 1,878,658 $ 1,685,407 $ 1,526,504
A summary of long-lived assets (property and equipment, goodwill and other intangible assets) by country of location is as follows:
December 31,
2010 2009
United States
- -. $ ..:.8,997,0I6 $ 9,059.,384
Australia 222,938 209,547
Other countries 16,922 17,278
Total long-lived assets $ 9,236,876 $ 9,286,209
Major Customers
The following table summarizes the percentage of the consolidated revenues for those customers accounting for more than 10% of
the consolidated revenues.
Years Ended December 31,
2010 2009 2008
AT&T 21% 20%:. 19%
Verizon Wireless 21% 19% 17%
Sprint 20% 22%. 24%
T-Mobile 11% 13% 12%
Total 73% .74%° 72%
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents,
restricted cash and trade receivables. The Company mitigates its risk with respect to cash and cash equivalents by maintaining such
deposits at high credit quality financial institutions and monitoring the credit ratings of those institutions. The Company's restricted cash
is predominately held and directed by a trustee (see note 2).
The Company derives the largest portion of its revenues from customers in the wireless communications industry. The Company
also has a concentration in its volume of business with AT&T, Verizon Wireless, Sprint and T-Mobile that accounts for a significant
portion of the Company's revenues, receivables and deferred site rental receivables. The Company mitigates its concentrations of credit
risk with respect to trade receivables by actively monitoring the creditworthiness of its customers, the use of customer leases with
contractually determinable payment terms and proactive management of past due balances.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
17. Asset Write -Down Charges and Impairment of Available -for -Sale Securities
Tower Write -Down Charges
During the years ended December 31, 2010, 2009, and 2008, the Company abandoned or disposed of certain towers and
wrote -off site acquisition and permitting costs for towers that would not be completed. For the years ended December 31, 2010,
2009, and 2008, the Company recorded related tower asset write -down charges at CCUSA of $8.6 million, $18.3 million, and
$14.1 million, respectively.
Impairment ofAvailable for -Sale Securities
For the year ended December 31, 2008, the Company recorded impairment charges included in "impairment of available -
for -sale securities" of $55.9 million (net of tax), related to the Company's investment in FiberTower Corporation ("FiberTower")
as a result of an other -than -temporary decline in the value of FiberTower (NASDAQ: FTWR). The other -than -temporary decline
determination was based primarily on (1) the length of time and extent to which the market value had been less than the adjusted
cost basis and (2) the impact of the then current broad -based economic and market conditions on the Company's views about the
short-term prospects for recovery of the FiberTower stock price. As of December 31, 2010, the fair value of the Company's
investment in FiberTower was $11.8 million inclusive of an unrealized gain of $7.5 million.
18. Supplemental Cash Flow Information
The following table is a summary of the supplemental cash flow information during the years ended December 31, 2010
and 2009.
Years Ended December 31,
2010 2009 2008
Supplemental disclosure of cash flow information:
Interest paid $ 409,293 $ 331,681 $ 330,491
Income taxes paid (refund)
(5;935) 5,597 .': '::6,582
Supplemental disclosure of non -cash investing and financing activities:
Increase (decrease) ui the fair value of available —for —sale securities.
738 6,799 (55,869)
63,340
Common stock issued in connection with the conversion of debt
(note 11)
Increase (decrease) in the fair value of forward -starting interest
rate swaps (note 7)
Assets acquired through capital leases and installment sales
(114,157) (140,397) . (394,163)
18,682 17,351 2,537
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Tabular dollars in thousands, except per share amounts)
19. Quarterly Financial Information (Unaudited)
Summary quarterly financial information for the years ended December 31, 2010 and 2009 is as follows:
Three Months Ended
2010:
Net revenues
Operating income (loss)
Gains (losses) on purchases and redemptions of
debt
Net gain (loss) on interest rate swaps
Net income (loss) attributable to CCIC stockholders
Net income (loss) attributable to CCIC common
stockholders; after deduction of dividends :on
preferred stock, per common share basic and
diluted
2009:
Net revenues
Operating income (loss)
Gains (losses) on purchases and redemptions of
debt
Net gain (loss) on interest rate swaps •
Net income (loss) attributable to CCIC stockholders
Net income (loss) attributable to CCIC common
stockholders; after deduction of dividends --'.
preferred Stock, Pet common share =basic and
diluted
March 31
Tune 30
September 30 December 31
444,327 $ 456,127 $
130,373 132,884
(66,434)
(73;276)
(119,275)
481,890 $ 496,314
155,956 156,152
(71,933)
(114,598). (104,421)
(135,009)
(97,529)
Three Months Ended
5,860
40,873
March 31
Tune 30
September 30
December 31
402,910 $ 409,874 $
97,247 98,489
13,350
3,795
10,577
(98,676)
(59,528)
(111,418)
0.02 . : (0.41)
429,079 $ 443,544
118,801 119,454
(4,848)
(58,327)
(31,639)
(905)
21,094
18,148
(0.13) 0.04
66
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2010, the Company's management
conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")). Based upon their evaluation, the CEO
and CFO concluded that the Company's disclosure controls and procedures, as of December 31, 2010, were effective to provide
reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and
communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate
to allow timely decisions regarding required disclosure.
(b) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company. Under the supervision and with the participation of
the Company's CEO and CFO, management assessed the effectiveness of the Company's internal control over financial reporting
based on the framework described in "Internal Control — Integrated Framework," issued by the Committee of Sponsoring
Organizations ("COSO") of the Treadway Commission. The Company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for extemal purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over
financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorization of management and directors of the Company; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition
of the Company's assets that could have a material effect on the financial statements.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2010. Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting
was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting
principles. Management of the Company reviewed the results of their assessment with the Audit Committee of the board of
directors.
KPMG LLP, a registered public accounting firm, has issued an attestation report on the Company's internal control over
financial reporting, which is included herein in this Annual Report.
(c) Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected or are reasonably
likely to materially affect our intemal control over financial reporting.
(d) Limitations on the Effectiveness of Controls
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because
of its inherent limitations, the Company's internal control over financial reporting may not prevent or detect misstatements. In
addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
67
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Crown Castle International Corp.:
We have audited Crown Castle International Corp.'s internal control over financial reporting as of December 31, 2010, based
on criteria established in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Crown Castle International Corp.'s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of intemal control over financial reporting, included in
the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Crown Castle International Corp. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2010, based on criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Crown Castle International Corp. and subsidiaries as of December 31, 2010 and 2009, and the
related consolidated statements of operations and comprehensive income (loss), cash flows, and equity for each of the years in
the three-year period ended December 31, 2010, and our report dated February 15, 2011 expressed an unqualified opinion on those
consolidated fmancial statements.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
February 15, 2011
68
Item 9B. Other Information
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required to be furnished pursuant to this itemwillbe set forth in the 2011 Proxy Statement and is incorporated
herein by reference.
Item 11. Executive Compensation
The information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated
herein by reference.
The following table summarizes information with respect to equity compensation plans under which equity securities of the
registrant are authorized for issuance as of December 31, 2010:
Plan category(a)(b)
Number of securities
to be issued upon Weighted -average
exercise of exercise price of Number of securities
outstanding options, outstanding options, remaining available
warrants and rights warrants and rights for future issuance
(In dollars
(In shares) per share) (In shares)
Equity compensation plans approved by security holders 211,947 $ 8.56 8,913,927
Equity compensation plans not approved by security holders
Total 211,947, . $ 8.56 8,913,927
(a) See note 12 to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plans.
(b) CCAL has an equity compensation plan under which it awards options for the purchase of CCAL shares to its employees and directors. This plan has not
been approved by the registrant's security holders.
Item 13. Certain Relationships and Related Transactions
The information required to be famished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated
herein by reference.
Item 14. Principal Accountant Fees and Services
The information required to be furnished pursuant to this item will be set forth in the 2011 Proxy Statement and is incorporated
herein by reference.
69
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements:
The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located
on page 34.
(a)(2) Financial Statement Schedules:
Schedule II —Valuation and Qualifying Accounts follows this Part IV. All other schedules are omitted because they are
not applicable or because the required information is contained in the financial statements or notes thereto included in this
Form 10-K.
(a)(3) Exhibits:
The Exhibits listed on the accompanying Index to Exhibits are filed as part of this Annual Report on Form 10-K.
70
Allowane.e for Doubtful.
Accounts Receivable:
2010
CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES
SCHEDULE II —VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
(In thousands of dollars)
Ad ditio ns Deductions
Balance at Effect of Balance at
Beginning Charged to Credited to Exchange Rate End of
of Year Operations Acquired Operations Written Off Changes Year
5,497 1,829
(1,669) 26 5,683
2009 6,267 I 998 ..7 : . .2.34 5,497
2008
Allowance for Defeirecl
Site Rental Receivables
2010
6,684 1,588
(1,966) (39) 6,267
Additions
Deductions
Balance at
Beginning Charged to
of Year
3,600
Operations Acquired
7,200
Credited to
Operations Written Off
- • ,
(5,720)
Effect of Balance at
Exchange Rate End of
Changes Year
5,080
2009 : I
2008
Deferred Tax Valuation
AllOwatce:
2010
2009
2008
3,600
Additions
Deductions
Charged to Credited to
Additional Additional
Paid -in Capital Paid -in Capital
Balance at Charged and Other and Other Balance at
Beginning to Comprehensive Credited to Comprehensive Other End of
of Year Operations Income Operations Income Adjustments(a) Year
' .
190,848 76,125 38,646
12,436 318,055
,190;84$
148,093 15,467 103,344
(10,579) 256,325
(a) Inclusive of the effects of exchange rate changes.
71
Formation Agreement, dated December 8, 1998, relating to the formation of Crown Atlantic Company
LLC, Crown Atlantic Holding Sub LLC, and Crown Atlantic Holding Company LLC
Amendment Number 1 to Formation Agreement, dated March 31, 1999, among Crown Castle International
Corp., Cellco Partnership, doing business as Bell Atlantic Mobile, certain Transferring Partnerships and
CCA Investment Corp.
(1) 2.3 Crown Atlantic Holding Company LLC Amended and Restated Operating Agreement, dated May 1, 2003,
by and between Bell Atlantic Mobile, Inc. and CCA Investment Corp.
(d) 2.4 Crown Atlantic Company LLC Operating Agreement entered into as of March 31, 1999 by and between
Cellco Partnership, doing business as Bell Atlantic Mobile, and Crown Atlantic Holding Sub LLC
(1) 2.5 Crown Atlantic Company LLC First Amendment to Operating Agreement, dated May 1, 2003, by Crown
Atlantic Company LLC, and each of Bell Atlantic Mobile, Inc. and Crown Atlantic Holding Sub LLC
Agreement to Sublease dated June 1; 1999 by and among BellSouth Mobility Inc., BellSouth
Telecommunications Inc., The Transferring Entities, Crown Castle International Corp. and Crown Castle
South Inc.
(e) 2.7 Sublease dated June 1, 1999 by and among BellSouth Mobility Inc., Certain BMI Affiliates, Crown Castle
International Corp. and Crown Castle South Inc.
(g) 2.8 Agreement to Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc.,
BellSouth Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
(g) 2.9 Sublease dated August 1, 1999 by and among BellSouth Personal Communications, Inc., BellSouth
Carolinas PCS, L.P., Crown Castle International Corp. and Crown Castle South Inc.
Formation Agreement dated November 7, 1999 relating to the formation of Crown Castle GT Company
LLC, Crown Castle GT Holding Sub LLC and Crown Castle GT Holding Company LLC
Operating Agreement, dated January 31, 2000 by and between Crown Castle GT Corp. and affiliates of
GTE Wireless Incorporated
(u) 3.1 Amended and Restated Certificate of Incorporation of Crown Castle International Corp., dated May 24,
2007
(u) 3.2 Amended and Restated By-laws of Crown Castle Intemational Corp., dated May 24, 2007
(b) 4.1 Specimen Certificate of Common Stock
(k) 4.2 Indenture, dated as of December 2, 2003, between Crown Castle International Corp. and The Bank of New
York, as Trustee, relating to the 7.5% Senior Notes due 2013 (including exhibits)
(o) 4.3 First Supplemental Indenture, dated as of June 1, 2005, between Crown Castle International Corp. and
'The Bank of New York, as Trustee, relating to the 7.5% Notes
(n) 4.4 Indenture, dated as of June 1, 2005, relating to the Senior Secured Tower Revenue Notes, by and among
JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South
LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and
Crown Castle Intemational Corp. de Puerto Rico, collectively as Issuers
(p) 4.5 Indenture Supplement, dated as of September 26, 2006, relating to the Indenture dated June 1, 2005, by
and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc. and Crown Castle International Corp. de Puerto Rico, collectively, as Issuers
INDEX TO EXHIBITS
Item 15 (a) (3)
Exhibit Number Exhibit Description
(c) 2.1
(d) 2.2
(e) 2.6
(f) 2.10
(g) 2.11
72
Exhibit Number Exhibit Description
(gg) 4.6 Indenture Supplement, dated as ofJanuary 15, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-1, by and among The Bank of New York Mellon (as successor to The Bank of New York as
successor to J.P. Morgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MUPALLC, collectively as Issuers
(gg) 4.7 Indenture Supplement, dated as ofJanuary 15, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-2, by and among The Bank of New York Mellon (as successor to The Bank of New York as
successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MUPALLC, collectively as Issuers
(gg) 4.8 Indenture Supplement, dated as ofJanuary 15, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-3, by and among The Bank of New York Mellon (as successor to The Bank of New York as
successor to JPMorgan Chase Bank, N.A.), as. Indenture. Trustee, and. Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MUPALLC, collectively as Issuers
(ii) 4.9 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-4, by and among The Bank of New York Mellon (as successor to The Bank of New York as
sucessor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castel International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MPUPALLC, collectively as Issuers
(ii) 4.10 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-5, by and among The Bank of New York Mellon (as successor to The Bank of New York as
successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MUPALLC, collectively as Issuers
(ii) 4.11 Indenture Supplement, dated as of August 16, 2010, relating to the Senior Secured Tower Revenue Notes,
Series 2010-6, by and among The Bank of New York Mellon (as successor to The Bank of New York as
successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, CRown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR
LLC, Crown Castle MU LLC and Crown Castle MUPALLC, collectively as Issuers
(y) 4.12 Indenture dated January 27, 2009, between Crown Castle International Corp. and Bank of New York
Mellon Trust Company, N.A., as trustee
(y) 4.13 Supplemental Indenture dated January 27, 2009, between Crown Castle International Corp. and Bank of
New York Mellon Trust Company, N.A., as trustee, relating to 9% Senior Notes due 2015
(cc) 4.14 Indenture dated April 30, 2009, relating to the 7.750% Senior Secured Notes due 2017, by and among CC
Holdings GS V LLC, Crown Castle GS III Corp., the Guarantors named therein and Bank of New York
Mellon Trust Company, N.A., as trustee
(dd) 4.15 Indenture dated July 31, 2009, relating to Senior Secured Notes, between Pinnacle Towers Acquisition
Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower
Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The
Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
(dd) 4.16 Indenture Supplement dated July 31, 2009, relating to Senior Secured Notes, Series 2009-1, between
Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers
Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC,
as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
73
Exhibit Number Exhibit Description
(ee) 4.17 Second Supplemental Indenture dated October 23, 2009, relating to 7.125% Senior Notes due 2019,
between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as
trustee
(a) 10.1 Castle Tower Holding Corp. 1995 Stock Option Plan (Third Restatement)
(b) 10.2 Crown Castle International Corp. 1995 Stock Option Plan (Fourth Restatement)
(d) 10.3 Global Lease Agreement dated March 31, 1999 between Crown Atlantic Company LLC and Cellco
Partnership, doing business as Bell Atlantic Mobile
(h) 10.4 Crown Castle International Corp. 2001 Stock Incentive Plan
(i) 10.5 Form of Option Agreement pursuant to 2001 Stock Incentive Plan
(j) 10.6 Form of Severance Agreement between Crown Castle International Corp. and each of John P. Kelly, W.
Benjamin Moreland and E. Blake Hawk
(v) 10.7 Form of First Amendment to Severance Agreement between Crown Castle International Corp. and each
of John P. Kelly, W. Benjamin Moreland and E. Blake Hawk
(bb) 10.8 Form of Amendment to Severance Agreement between Crown Castle International Corp. and each of John
P. Kelly, W. Benjamin Moreland and E. Blake Hawk, effective April 6, 2009
(j) 10.9 Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan
(u) 10.10 Crown Castle International Corp. 2004 Stock Incentive Plan, as amended
(m) 10.11 Form of Restricted Stock Agreement pursuant to 2001 Stock Incentive Plan
(m) 10.12 Form of Restricted Stock Agreement pursuant to 2004 Stock Incentive Plan
(m) 10.13 Form of Severance Agreement between Crown Castle International Corp. and each of James D. Young
and James D. Cordes
(v) 10.14 Form of First Amendment to Severance Agreement between Crown Castle International Corp and certain
senior officers, including James D. Young
(w) 10.15 Form of Severance Agreement between Crown Castle International Corp. and each of Jay A. Brown and
Philip M. Kelley
(bb) 10.16 Form ofArnendmentto Severance Agreement between Crown Castle International Corp. and certain senior
officers, including Jay A. Brown, James D. Young and Philip M. Kelley, effective April 6, 2009
(hh) 10.17 Crown Castle International Corp. 2010 EMT Annual Incentive Plan
(hh) 10.18 Summary of Non -Employee Director Compensation
(n) 10.19 Management Agreement, dated as of June 8, 2005, by and among Crown Castle USA Inc., as Manager,
and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT
Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown
Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively as Owners
(p) 10.20 Management Agreement Amendment, dated September 26, 2006, by and among Crown Castle USA Inc.,
as Manager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown
Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico,
Crown Castle GT Holding Sub LLC and Crown Castle Atlantic LLC, collectively, as Owners
(q) 10.21 Joinder and Amendment to Management Agreement, dated as of November 29, 2006, by and among Crown
Castle USA Inc., as Manager, and Crown Castle Towers LLC, Crown Castle South LLC, Crown
Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle
International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle
MU LLC, Crown Castle MUPA LLC, Crown Castle GT Holding Sub LLC and Crown Castle Atlantic
LLC, collectively as Owners
(n) 10.22 Cash Management Agreement, dated as of June 8, 2005, by and among Crown Castle Towers LLC, Crown
Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York,
Inc. and Crown Castle International Corp. de Puerto Rico, as Issuers, JPMorgan Chase Bank, N.A., as
Indenture Trustee, Crown Castle USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member
of Crown Castle GT Company LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic
Company LLC
74
Exhibit Number Exhibit Description
(q) 10.23
(n) 10.24
Joinder to Cash Management Agreement, dated as of November 29, 2006, by and among Crown Castle
Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown
Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, Crown Castle
Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC, as Issuers,
The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, Crown Castle
USA Inc., as Manager, Crown Castle GT Holding Sub LLC, as Member of Crown Castle GT Company
LLC, and Crown Castle Atlantic LLC, as Member of Crown Atlantic Company LLC
Servicing Agreement, dated as of June 8, 2005, by and among Midland Loan Services, Inc., as Servicer,
and JPMorgan Chase Bank, N.A., as Indenture Trustee
(r) 10.25 Credit Agreement, dated January 9, 2007, among Crown Castle Operating Company, as the borrower,
Crown Castle International Corp. and certain of its subsidiaries, as guarantors, the several lenders from
time to time parties thereto, and The Royal Bank of Scotland plc, as administrative agent
(t) 10.26 First Amendment to Credit Agreement, dated March 6, 2007, among Crown Castle International Corp.,
Crown Castle Operating Company, Crown Castle Operating LLC, the lenders named therein, and The
Royal Bank of Scotland plc, as administrative agent
(x). 10.27 Second Extension Agreement dated as of January 6, 2009, among the Borrower, Crown Castle International
Corp., Crown Castle Operating LLC, the revolving lenders named therein and The Royal Bank of Scotland
plc, as administrative agent (regarding revolving credit facility)
(ff) 10.28 Amendment to Credit Agreement (and related pledge agreements), dated December 23, 2009, among
Crown Castle Intemational Corp., Crown Castle Operating Company, Crown Castle Operating LLC, CCGS
Holdings LLC, Global Signal Operating Partnership, L.P., the lenders named therein and The Royal Bank
of Scotland plc
(s) 10.29 Term Loan Joinder, dated January 26, 2007, among Crown Castle International Corp., Crown Castle
Operating Company, the lenders named therein, and The Royal Bank of Scotland plc, as administrative
agent
(t) 10.3 0 Amendment to Term Loan Joinder, dated March 6, 2007, among Crown Castle Intemational Corp., Crown
Castle Operating Company, the lenders named therein, and The Royal Bank of Scotland plc, as
administrative agent
(t) 10.31 Term Loan Joinder, dated March 6, 2007, among Crown Castle International Corp., Crown Castle Operating
Company, the lenders named therein, and The Royal Bank of Scotland plc, as administrative agent
(z) 10.32 Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 among Sprint Corporation,
the Sprint subsidiaries named therein and Global Signal Inc.
(aa) 10.33 Master Lease and Sublease, dated as of May 26, 2005, by and among STC One LLC, as lessor, Sprint
Telephony PCS L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal
Inc.
(aa) 10.34 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Two LLC, as lessor, SprintCom,
Inc., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
(aa) 10.35 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Three LLC, as lessor, American
PCS Communications, LLC, as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global
Signal Inc.
(aa) 10.36 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Four LLC, as lessor, PhillieCo,
L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
(aa) 10.37 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Five LLC, as lessor, Sprint
Spectrum L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc,
(aa) 10.38 Master Lease and Sublease, dated as of May 26, 2005, by and among STC Six Company, Sprint Spectrum
L.P., as Sprint Collocator, Global Signal Acquisitions II LLC, as lessee, and Global Signal Inc.
75
Exhibit Number
Exhibit Description
(cc) 10.39
(dd) 10.41
(dd) 10.42
(dd) 10.43
Management Agreement, dated as of Apri130, 2009, by and among Crown Castle USA Inc., as Manager,
and Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC, and the
direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as Owners
(cc) 10.40 Cash Management Agreement, dated as of April 30, 2009, by and among CC Holdings GS V LLC, as
Issuer, Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC, the
Guarantors named therein, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Crown
Castle USA Inc., as Manager
Management Agreement, dated as of July 31, 2009, by and among Crown Castle USA Inc., as Manager,
and Pinnacle Towers Acquisition Holdings LLC, and the direct and indirect subsidiaries ofPinnacle Towers
Acquisition Holdings LLC, collectively, as Owners
Cash Management Agreement, dated as of July 31, 2009, by and among Pinnacle Towers Acquisition
Holdings LLC, Pinnacle Towers Acquisition LLC, GS Savings Inc., GoldenState Towers, LLC, Tower
Ventures III, LLC and TVHT, LLC, as Issuers, The Bank of New York Mellon Trust Company, N.A., as
Indenture Trustee, and Crown Castle USA Inc., as Manager
Servicing Agreement, dated as of July 31, 2009, by and among Midland Loan Services, Inc., as Servicer,
and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee
* 11 Computation of Net Income (Loss) per Common Share
* 12 Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and
Preferred Stock Dividends
* 21 Subsidiaries of Crown Castle International Corp.
* 23 Consent of KPMG LLP
* 24 Powers of Attomey (included in the signatures page of this Annual Report on Form 10-K)
* 31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
* 31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
* 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-
Oxley Act of 2002
101.1NS XBRL Instance Document
101. SCH XBRL Taxonomy Extension Schema Document
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE _ . XBRL Taxonomy Extension Presentation Linkbase Document
**
**
**
**
**
**
*
**
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(1)
Filed herewith.
Furnished herewith.
Incorporated by reference to the
(Registration No. 333-43873).
Incorporated by reference to the
(Registration No. 333-57283).
Incorporated by reference to the
December 10, 1998.
Incorporated by reference to the
April 12, 1999.
Incorporated by reference to the
June 9, 1999.
Incorporated by reference to the
November 12, 1999.
Incorporated by reference to the
for the year ended December 31,
Incorporated by reference to the
Proxy Statement (Registration N
Incorporated by reference to the
for the quarter ended September
Incorporated by reference to the
exhibits in the Registration Statement on Form S-4 previously filed by the Registrant
exhibits in the Registration Statement on Form S-1 previously filed by the Registrant
exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 000-24737) on
exhibit previously filed by the Registrant on Form 10-K (Registration No. 000-24737)
1999.
exhibit previously filed by the Registrant as Appendix A to the Definitive Schedule 14A
o. 001-16441) on May 8, 2001.
exhibit previously filed by the Registrant on Form 10-Q (Registration No. 001-16441)
30, 2002.
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
76
(k)
(1)
(m)
(n)
(o)
(p)
(ql)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(Y)
(z)
(aa)
(bb)
(cc)
(dd)
(ee)
(ff)
(gg)
(hh)
(ii)
January 8, 2003.
Incorporated by reference to the exhibits in the Registration Statement on Form S-4 previously filed by the Registrant
(Registration No. 333-112176).
Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-K (Registration No. 001-16441)
for the year ended December 31, 2003.
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
March 2, 2005.
Incorporated by reference to the
June 9, 2005.
Incorporated by reference to the
June 2, 2005.
Incorporated by reference to the
September 29, 2006.
Incorporated by reference to the
December 5, 2006.
Incorporated by reference to the
January 11, 2007.
Incorporated by reference to the
January 29, 2007.
Incorporated by reference to the
March 8, 2007.
Incorporated by reference to the
May 30, 2007.
Incorporated by reference to the
December 7, 2007.
Incorporated by reference to the
July 15, 2008
Incorporated by reference to the
January 6, 2009
Incorporated by reference to the
January 29, 2009
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration
No. 001-32168) on February 17, 2005.
Incorporated by reference to the exhibit previously filed by Global Signal Inc. on Form 8-K (Registration
No. 001-32168) on May 27, 2005.
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
April 8, 2009.
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
May 5, 2009.
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
August 4, 2009.
Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
October 28, 2009.
Incorporated by reference to the
December 28, 2009.
Incorporated by reference to the
January 20, 2010.
Incorporated by reference to the
February 24, 2010.
Incorporated by reference to the
August 26, 2010.
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
exhibit previously filed by the Registrant on Form 8-K (Registration No. 001-16441) on
77
i
t.,
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this
15th day of February, 2011.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ JAY A. BROWN
Jay A. Brown
Senior Vice President, Chief Financial Officer
and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W.
Benjamin Moreland and E. Blake Hawk and each of them, as his or her true and lawful attorneys -in -fact and agents with full power
of substitution and re -substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and
all documents relating to the Annual Report on Form 10-K, including any and all amendments and supplements thereto, for the
year ended December 31, 2010 and to file the same with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission granting unto said attorneys -in -fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys -in -fact and agents or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this Annual Report
on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below
on this 15t° day of February, 2011.
78
t.i
''1
Name Title
/s/ W. BENJAMIN MORELAND President, Chief Executive Officer and Director
W. Benjamin Moreland (Principal Executive Officer)
/s/ JAY A. BROWN Senior Vice President, Chief Financial Officer and
Jay A. Brown Treasurer (Principal Executive Officer)
/s/ ROB A. FISHER Vice President and Controller
Rob A. Fisher (Principal Accounting Officer)
/s/ J. LANDIS MARTIN
J. Landis Martin
/s/ DAVID C. ABRAMS
David C. Abrams
/s/ CINDY CHIUSTY
Cindy Christy
/s/ ARI Q. FITZGERALD
Ari Q. Fitzgerald
/s/ ROBERT E. GARRISON II
Robert E. Garrison II
/s/ DALE N. HATFIELD
Dale N. Hatfield
/s/ LEE W. HOGAN
Lee W. Hogan
/s/ EDWARD C. HUTCHESON, JR.
Edward C. Hutcheson, Jr.
/s/ JOHN P. KELLY
John P. Kelly
/s/ ROBERT F. MCKENZIE
Robert F. McKenzie
Chairman of the Board of Directors
Director
Director
Director
Director
Director
Director
Director
Director
Director
79
City of Miami
Purchasing Department
Miami Riverside Center
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
Web Site Address: http://ci.miami.fl.us/procurement
Number: 275283,6
Title: Cell Phone Signal Booster Mgmt Svcs for
In/Outdoor Networks at COM Locations
Issue Date/Time: 23-AUG-2011
Closing Date/Time: 02/01/2012 @ 13:00:00
Pre -Bid Conference: Mandatory
Pre -Bid Date/Time: Tuesday, September 20, 2011 at 9:00 a.m.
Pre -Bid Location: the City of Miami, MRC Building, 444
SW 2nd Avenue, loth Floor Conference
Room, Miami, FL 33130
Deadline for Request for Clarification: Tuesday, September 20, 2011 at 5:00
p.m.
Buyer: Robertson, Kenneth
Hard Copy Submittal Location: City of Miami - City Clerk
3500 Pan American Drive
Miami FL 33133 US
Buyer E-Mail Address: kobertson@miamigov.com
Buyer Facsimile: (305) 416-1925
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Certification Statement
Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and
retain a copy for your files. Prices should include all costs, including transportation to destination. The
City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a
minimum of 180 days following the time set for closing of the submissions.
In the event of errors in extension of totals, the unit prices shall govern in determining the quoted
prices.
We (I) certify that we have read your solicitation, completed the necessary documents, and propose to
furnish and deliver, F.O.B. DESTINATION, the items or services specified herein.
The undersigned hereby certifies that neither the contractual party nor any of its principal owners or
personnel have been convicted of any of the violations, or debarred or suspended as set in section
18-107 or Ordinance No. 12271.
All exceptions to this submission have been documented in the section below (refer to paragraph and
section).
EXCEPTIONS:
We (I) certify that any and all information contained in this submission is true; and we (I) further certify
that this submission is made without prior understanding, agreement, or connection with any
corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or
service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and
conditions of this solicitation and certify that I am authorized to sign this submission for the submitter.
Please print the following and sign your name:
SUPPLIER NAME.
ADDRESS •
PHONE: FAX•
EMAIL: BEEPER:
SIGNED BY•
TITLE: DATE -
FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID,
Page 2 of 40
Line: 1
Description: Disregard this line item. Please refer to the Submission Requirements, Section 7.
Compensation Proposal
Category: 95800-00
Unit of Measure: Dollar
Unit Price: $
Number of Units: 1 Total: $
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Table of Contents
Terms and Conditions S
1. General Conditions 5
1.1. GENERAL TERMS AND CONDITIONS 5
2. Special Conditions 26
2.1. PURPOSE 26
2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL
INFORMATION/CLARIFICATION 26
2.3. TERM OF CONTRACT 26
2.4. CONDITIONS FOR RENEWAL 26
2.5. NON -APPROPRIATION OF FUNDS 26
2.6. MINIMUM QUALIFICATION REQUIREMENTS 26
2.7. CONTRACT EXECUTION 27
2.8. FAILURE TO PERFORM 27
2.9. INSURANCE REQUIREMENTS 27
2.10. CONTRACT ADMINISTRATOR 29
2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 29
2.12. SPECIFICATION EXCEPTIONS 30
2.13. TERMINATION 30
2.14. ADDITIONAL TERMS AND CONDITIONS 30
2.15. PRIMARY CLIENT (FIRST PRIORITY) 31
2.16. UNAUTHORIZED WORK 31
2.17. CHANGES/ALTERATIONS 31
2.18. COMPENSATION PROPOSAL 31
2.19. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 31
2.20. ADDITIONAL SERVICES 32
2.21. RECORDS 32
2.22. TRUTH IN NEGOTIATION CERTIFICATE 32
2.23. PRE-BED/PRE-PROPOSAL CONFERENCE 33
3. Specifications 34
3.1. SPECIFICATIONS/SCOPE OF WORK 34
4. Submission Requirements 38
4.1. SUBMISSION REQUIREMENTS 38
5. Evaluation Criteria 40
5.1. EVALUATION CRITERIA 40
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Terms and Conditions
1. General Conditions
1.1. GENERAL TERMS AND CONDITIONS
Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services
with an estimated aggregate cost of $25,000.00 or more.
Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for
Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida
Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein.
1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal
solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the
good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be
fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the
City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order
upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense.
1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be
considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the
City of a purchase order.
1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of
after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the
event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a
written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer
who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time
contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal
solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in
any or all responses and may, at its discretion, re -issue this formal solicitation.
1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available
at the City's website at: http://www.ci.miami.fl.us/procurement
1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response
from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a
different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an
alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate
Response". Alternate response shall be placed in the same response. This provision only applies to formal
solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies.
1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of
the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent.
1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract,
the prevailing party shall be entitled to recover its costs and reasonable attomey's fees through and including
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appellate litigation and any post judgment proceedings.
1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access
at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers,
and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit,
examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of
the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final
payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition
shall result in the immediate cancellation of this contract by the City.
1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or
quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all
goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein,
when permissible by federal, state, and local laws, rules, and regulations.
Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid
contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders,
be invoiced there from and make its own payments, determine shipping terms and issue its own exemption
certificates as required by the successful bidder(s)/proposer(s).
1.10. AWARD OF CONTRACT:
A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall
constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or
addenda.
B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the
instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with
Drug -Free Workplace Programs.
C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified
in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual
obligation if such documents are not submitted in a timely manner and in the form required by the City. Where
Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing
Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the
next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's
requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its
bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the
Bidder's/Proposer's default.
D. The term of the contract shall be specified in one of three documents which shall be issued to the successful
Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet.
E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar
days beyond the stated contract term in order to provide City departments with continual service and supplies while
a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the
Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific
number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City
and the Successful Bidder/Proposer are in mutual agreement of such extensions.
F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon
completion of the expressed or implied warranty periods.
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G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such
combination as shall best serve the interests of the City unless otherwise specified.
H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the
minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the
right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the
City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's
best interests, and will be subject to approval as to legal form by the City Attorney.
1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety
company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is
required from all bidders/proposers, if so indicated under. the Special Conditions.. This check or bond guarantees
that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to
bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to
Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all
surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after
the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the
formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand.
1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted
accordingly.
1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file
an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the
award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in
mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or
Proposal most advantageous to the City or all responses may be rejected.
1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any
manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing
the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not
wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an
approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory
information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the
item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise
specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the
City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If
samples should be requested, such samples must be received by the City no later than seven (7) calendar days after
a formal request is made.
1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing.
In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers
and make available a written explanation for the cancellation.
1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or
prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the
contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures,
or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures
during the time it is rendering such goods/services, it shall not have any claim upon the City.
1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable
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for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for,
or on account of', any stoppages or delay in the work herein provided for by injunction or other legal or equitable
proceedings or on account of any delay for any cause over which the City has no control.
1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without
previous understanding, agreement or connection either with any person, firm or corporation submitting a response
for the same items/services or with the City of Miami's Purchasing Department or initiating department. The
Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action.
Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City
will investigate all potential situations where collusion may have occurred and the City reserves the right to reject
any and all bids/responses where collusion may have occurred.
1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts
between private entities and local governments are subject to certain laws and regulations, including laws pertaining
to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all
applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but
not limited to:
A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of
race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment
practices, rate of pay or other compensation methods, and training selection.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation.
The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes.
Environment Protection Agency (EPA), as applicable to this Formal Solicitation.
Uniform Commercial Code (Florida Statutes, Chapter 672).
Americans with Disabilities Act of 1990, as amended.
National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation.
National Forest Products Association (NFPA), as applicable to this Formal Solicitation.
City Procurement Ordinance City Code Section 18, Article III.
Conflict of Interest, City Code Section 2-611;61.
Cone of Silence, City Code Section 18-74.
The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment.
M. First Source Hiring Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation.
Implemented to foster the creation of new and permanent jobs for City of Miami residents; requires as a condition
precedent to the execution of service contracts including professional services.
Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance
with all local, state, and federal directives, orders, and laws may be considered grounds for termination of
contract(s).
Copies of the City Ordinances may be obtained from the City Clerk's Office.
1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed
upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written
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recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the
provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of
Silence prohibits any communication regarding RFPs, RFQs, RFLI or 1FBs (bids) between, among others:
Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but
not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective
staffs and any member of the respective selection/evaluation committee.
The provision does not apply to, among other communications:
oral communications with the City purchasing staff, provided the communication is limited strictly to matters of
process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do
not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral
presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting,
or public presentations made to the Miami City Commission during a duly noticed public meeting; or
communications in writing or by email at any time with any City employee, official or member of the City
Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section
2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the
performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff.
Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall
be made available to any person upon request. The City shall respond in writing and file a copy with the Office of
the City Clerk, which shall be made available to any person upon request. Written communications may be in the
form of e-mail, with a copy to the Office of the City Clerk.
In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall
render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or
consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal
knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a
complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami
Code for further clarification.
This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code
Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at
305-250-5360, to obtain a copy of same.
1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act
and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application
when disclosure is required by Florida law or upon court order.
1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to
the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially
interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such
interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you
must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or
more of the total assets of capital stock in your firm.
A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may
be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for
himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of
the general public and gained by reason of his/her/its position, except for information relating exclusively to
governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person
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or business entity.
B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the
City or any person or agency acting for the City, and has not appeared in representation of any third party before any
board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it
is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission;
(ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City.
C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional
services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law.
Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on
Ethics.
1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of
copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services
provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and
all liability, loss, or expense occasioned by any such violation.
1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission
of Responses to the City, or any work performed in connection therewith shall be borne by the
B i dder(s)/Prop o s er(s).
1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107)
(a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual
Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the
Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes
listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than
three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for
award of city Contracts if there is probable cause for debarment, pending the debarment determination. The
authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued
by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission.
(b) Causes for debarment or suspension. Causes for debarment or suspension include the following:
(1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a
public or private Contractor subcontract, or incident to the performance of such Contract or subcontract.
(2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or
destruction of records, receiving stolen property, or any other offense indicating a lack of business
integrity or business honesty.
(3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or
Proposals.
(4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be
indicative of nonresponsibility. Such violation may include failure without good cause to perform in
accordance with the terms and conditions of a Contract or to perform within the time Limits provided in a
Contract, provided that failure to perform caused by acts beyond the control of a party shall not be
considered a basis for debarment or suspension.
(5) Debarment or suspension of the Contractual Party by any federal, state or other governmental
entity.
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(6) False certification pursuant to paragraph (c) below.
(7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which
the violation remains noncompliant.
(8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a
civil penalty or fine is due and owing to the city.
(9) Any other cause judged by the City Manager to be so serious and compelling as to affect the
responsibility of the Contractual Party performing city Contracts.
(c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that
neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the
violations set forth above or debarred or suspended as set forth in paragraph (b)(5).
(d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a
written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided
promptly to the Contractual Party, along with a notice of said parry's right to seek judicial relief.
1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida
debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public
entity, may not submit a response on a contract with a public entity for the construction or repair of a public building
or public work, may not submit response on leases of real property to a public entity, may not award or perform
work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not
transact business with any public entity.
1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall
include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents,
and/or to fulfill any portion of this contract within the time stipulated.
Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the
Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to
remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall
result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the
effective date of the termination. The following shall constitute default:
A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time
required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree
specified in the Contract.
B. Failure to begin the work under this Contract within the time specified.
C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely
completion.
D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as
nonconforming with the terms of the Contract.
E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an
assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful
Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract.
F. Failure to comply with any of the teens of the Contract in any material respect.
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All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated,
together with the cost of completing the work, shall be deducted from any monies due or which may become due on
this Contract.
1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is
responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which
follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in
the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure
to comply with these requirements may deem a Response non -responsive.
1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response
shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions.
Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s)
during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by
the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City.
1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal
Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be
found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the
purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications,
or other communications.
A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the
following documents, the first of such list being the governing documents.
1) Addenda (as applicable)
2) Specifications
3) Special Conditions
4) General Terms and Conditions
1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster
situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this
formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform
for the city on a priority basis during such times of emergency.
1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of
Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written
agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and
represents the entire understanding and agreement between the parties with respect to the subject matter hereof and
supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the
extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the
Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may
be modified only by a written agreement signed by the City of Miami and Contractor.
1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance
only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The
City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates
may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting
specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower
prices in this Formal Solicitation.
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1.34. EVALUATION OF RESPONSES
A.Rejection of Responses
The City may reject a Response for any of the following reasons:
1) Bidder/Proposer fails to acknowledge receipt of addenda;
2) Bidder/Proposer mistates or conceals any material fact in the Response ;
3) Response does not conform to the requirements of the Formal Solicitation;
4) Response requires a conditional award that conflicts with the method of award;
5) Response does not include required samples, certificates, licenses as required; and,
6) Response was not executed by the Bidder' s/Proposer(s) authorized agent.
The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and
re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the
City.
B. Elimination From Consideration
1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or
which is a defaulter as surety or otherwise upon any obligation to the City.
2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions
of any previous contract with the City or deliver on time contracts of a similar nature.
3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with
the City's Debarment and Suspension Ordinance.
C. Determination of Responsibility
1) Responses will only be considered from entities who are regularly engaged in the business of providing the
goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a
satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility,
personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as
used herein shall be construed to mean a fully equipped and well established entity in line with the best industry
practices in the industry as determined by the City.
2) The City may consider any evidence available regarding the financial, technical and other qualifications and
abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental
entity in making the award.
3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized
representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal
Solicitation.
1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS -
Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to
the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be
cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and
conditions of the resulting agreement it may lead to terminating negotiations.
1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by
the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in
the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for
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rejection ofbid/proposal.
1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will
be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices
will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed
or supplied over a period of time.
1.38. FIRST -SOURCE HIRING AGREEMENT (Sec. 18-105)
(a) The Commission approves implementation of the first -source hiring agreement policy and requires as a
condition precedent to the execution of service contracts for facilities, services, and/or receipt of grants and loans,
for projects of a nature that create new jobs, the successful negotiation of first -source hiring agreements between the
Organization or individual receiving said contract and the authorized representative unless such an agreement is
found infeasible by the city manager and such fording approved by the City Commission at a public hearing.
(b) For the purpose of this section, the following terms, phrases, words and their derivations shall have the
following meanings:
Authorized representative means the Private Industry Council of South Florida/South Florida Employment and
Training Consortium, or its successor as local recipient of federal and state training and employment funds.
Facilities means all publicly financed projects, including but without limitation, unified development projects,
municipal public works, and municipal improvements to the extent they are financed through public money services
or the use of publicly owned property.
Grants and loans means, without limitation, urban development action grants (UDAG), economic development
agency construction loans, loans from Miami Capital Development, Incorporated, and all federal and state grants
administered by the city.
Service contracts means contracts for the procurement of services by the city which include professional services.
Services includes, without limitation, public works improvements, facilities, professional services, commodities,
supplies, materials and equipment.
(c) The authorized representative shall negotiate each first -source hiring agreement.
(d) The primary beneficiaries of the first -source hiring agreement shall be participants of the city training and
employment programs, and other residents of the city.
1.39. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that
employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly,
it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional
minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is
subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and
clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each
adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on
September 30th of each year and take effect on the following January lst.
At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to
determine whether any of its employees may be impacted by this Florida Law at any given point in time during the
term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s),
and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful
bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its
prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the
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right to request and successful bidder/proposer must provide for any and all information to make a wage and
contractual price increase(s) determination.
1.40. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws
of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall
take place in Miami -Dade County, Florida.
1.41. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for
convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way
the expressed terms and provisions hereof.
1.42. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or
entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of
"individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the
Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards.
HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to:
A. Use of information only for performing services required by the contract or as required by law;
B. Use of appropriate safeguards to prevent non -permitted disclosures;
C. Reporting to the City of Miami of any non -permitted use or disclosure;
D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the
Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential;
E. Making Protected Health Information (PHI) available to the customer;
F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested
by the customer;
G. Making PHI available to the City of Miami for an accounting of disclosures; and
H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits.
PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or
electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information
practices including specifically, a description of the types of uses and disclosures that would be made with protected
health information.
1.43. INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials,
officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to
reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct
of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will
indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any
civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it
is alleged that the City, its officials and/or employees were negligent, unless such injuries or damages are ultimately
proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or
employees.. These indemnifications shall survive the term of this Contract. In the event that any action or
proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice
from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly
understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor
shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers,
employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate,
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supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of
liability and all suits and actions of every name and description which may be brought against City whether
performed by Contractor, or persons employed or utilized by Contractor.
This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under
the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06
and/or §725.08, Fla. Statues, as amended from time to time as applicable.
Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City.
The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may
result from any actions or omissions of the Contractor in which the City participated either through review or
concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or
other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or
Sub -Contractor, under this Agreement.
1.44. INFORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information
requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each
Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and
Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted
with a previous response or on file with the Buyer will not satisfy this provision.
1.45. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and
perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services
required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal
Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the
performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in
accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be
amended or supplemented from time to time.
1.46. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not
be made available until such time as the City provides notice of a decision or intended decision or within 10 days
after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via
fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's
Web Site following recommendation for award.
1.47. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish
Evidence of Insurance to the Purchasing Depaitment, if applicable. Submitted evidence of coverage shall
demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance
Requirements". The City shall be listed as an "Additional Insured."
Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance
certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the
Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit
a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner
prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be
in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances,
the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any
insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW
2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604.
The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with
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this Section remain in effect for the duration of the contractual period; including any and all option terms that may
be granted to the Bidder/Proposer.
1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered
(i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt
Payment Act).
1.49. LOCAL PREFERENCE - City Code Section 18-85, states that the City Commission may offer to a
responsible and responsive bidder/proposer, who maintains a Local Office, the opportunity of accepting a bid at the
low bid amount, if the original bid amount submitted by the local vendor is not more than ten percent (10%) in
excess of the lowest other responsible and responsive bidder/proposer.
1.50. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a
separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such
certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the
bidder/proposer must bear full liability.
1.51. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or
understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be
binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through
the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet
as appropriate.
1.52. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or
construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other
similar relationship between the parties.
1.53. NONCONFORMANCE TO CONTRACT CONDITIONS - Items maybe tested for compliance with
specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other
appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with
specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes.
Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense.
These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in
bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the
defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from
the City of Miami's Supplier's list.
1.54. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age,
religion, national origin, marital status, or disability in connection with its performance under this formal
solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of
his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation
in, be denied benefits of, or be subjected to, discrimination under any program or activity.
In connection with the conduct of its business, including performance of services and employment of personnel,
Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex,
marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity
for employment.
1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best
interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein
goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other
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similar sources for the purchase of these goods and/or services as may be available.
It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the
successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this
Formal Solicitation.
In addition, any and all commodities, equipment, and services required by the City in conjunction with construction
projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms,
conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best
interest of the City.
1.56. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in
the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational
License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a
location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the
license must be submitted with the response; however, the City may at its sole option and in its best interest allow
the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award.
1.57. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture
will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the
herein condition for "Altemate Responses May Be Considered".
1.58. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records,
files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this
formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for
any other purposes whatsoever without the written consent of the City.
1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or
circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such
provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and
each provision of this Contract shall be valid and enforced to the fullest extent permitted by law.
1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment
Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract
price.
1.61. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to
examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed
amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be
at the Bidder's/Proposer's risk.
A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer
shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on
the face page and on each continuation sheet thereof on which he/she makes an entry, as required.
B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging,
handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer
shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits
normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit
Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended
Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit
price will be presumed correct.
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C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or
services.
D. The Bidder/Proposer should retain a copy of all response documents for future reference.
E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with
the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature.
Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the
response may be rejected.
F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful
Bidder's/Proposer's response may be included as part of the contract, at the City's discretion.
G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in
hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING
HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS
OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY
OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE.
1.62. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of
market change or on the part of the contractor to other customers shall be passed on to the City of Miami.
1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product
becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's
authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is
approved in advance of delivery and that the new product meets or exceeds all quality requirements.
1.64. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS -
Contractor represents and warrants to the City that it has not employed or retained any person or company employed
by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any
fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of
this Contract.
1.65. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however,
discounts shall not be considered in determining the lowest net cost for response evaluation purposes.
Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal
Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the
percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and
agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City,
whichever is later.
When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or
receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to
damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount
is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash
discount with the period commencing on the date it is determined by the City that a cash discount applies.
Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers
during the term of the contract.
1.66. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property
furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami.
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Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the
Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the
Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible
for replacement value of the property at the current market value, less depreciation of the property, if any.
1.67. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants,
conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, legal representatives, successors and assigns.
1.68. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a response on a contract to provide any goods or
services to a public entity, may not submit a response on a contract with a public entity for the construction or repair
of a public building or public work, may not submit responses on leases of real property to a public entity, may not
be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public
entity, and may not transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor
list.
1.69. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes,
and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all
documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision
of this section shall result in the immediate cancellation of this Contract by the City.
1.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials
used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be
new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of
workmanship, unless as otherwise specified in this Solicitation.
1.71. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and
workmanship. Materials furnished to complete the service shall be new and of the highest quality except as
otherwise specified in this Solicitation.
1.72. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal
solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by
the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to
comply with the law.
1.73. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105)
(a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall
have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue
of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City
Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies
based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by
a Contractual Party by submission of a protest to the City Manager.
(b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly
render a written report stating the reasons for the action taken by the City Commission or the City Manager which
shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along
with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to
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such judicial relief without first having followed the procedure set forth in this section.
1.74. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104)
(a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards
except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed
S25,000.
Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing.
1.Protest of Solicitation.
i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may
protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief
Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for
Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered
filed when received by the Chief Procurement Officer; or
ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the
Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement
Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent
to file a protest is considered filed when received by the Chief Procurement Officer.
2. Protest of Award.
i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after
receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be
posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and
Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by
selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and
Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the
Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the
responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to
receive the notice; or
ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may
protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief
Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non
responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile
or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when
received by the Chief Procurement Officer.
id. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five
(5) days after the date the notice of protest was filed. A written protest is considered filed when received by the
Chief Procurement Officer.
The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning
points in making an award determination.
The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation
or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the
required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no
facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement
Officer at the time of filing the protest shall be permitted in the consideration of the written protest.
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No time will be added to the above limits for service by mail. In computing any period of time prescribed or
allowed by this section, the day of the act, event or default from which the designated period of time begins to run
shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or
legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or
legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time
for filing.
(b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of
the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer
shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said
decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than
$25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the
City Commission after a favorable recommendation by the city attomey and the City Manager.
(c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or
the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement
Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a
protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having
followed the procedure set forth in this section
(d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this
section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is
resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the
City Manager makes a written determination that the solicitation process or the Contract award must be continued
without delay in order to avoid an immediate and serious danger to the public health, safety or welfare.
(e) Costs. All costs accruing from a protest shall be assumed by the protestor.
(f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's
check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or
$5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against
the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer
and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed
under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of
costs for the administrative proceedings as prescribed by subsection (e) above.
1.75. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to
the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense,
within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of
the City.
1.76. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign,
transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion
of the performance required by this contract, except under and by virtue of written permission granted by the City
through the proper officials, which may be withheld or conditioned, in the City's sole discretion.
1.77. SERVICE AND WA.RR.ANTY —When specified, the bidder/proposer shall define all warranty, service and
replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and
service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your
response.
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1.78. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental
specification as to any detail or the omission from it of detailed description concerning any point shall be regarded
as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct
type, size and design are to be used. All workmanship and services is to be first quality.
All interpretations of these specifications shall be made upon the basis of this statement.
If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on
this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request
will result in disqualification of bid/proposal.
1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the
Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American
Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP,
RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no
award will be made at that time.
A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or
package must show the hour and date specified for receipt of responses, the solicitation number and title, and the
name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response
Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed
non -responsive.
Directions to City Hall:
FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US1 SOUTH TO 27TH AVE., TURN LEFT,
PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT
ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT.
FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO.
BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR.
CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT.
B. Facsimile responses will not be considered.
C. Failure to follow these procedures is cause for rejection of bid/proposal.
D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the
responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail
delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be
returned unopened, and will not be considered for award.
E. Late responses will be rejected.
F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions
are subject to rejection.
G. Modification of responses already submitted will be considered only if received at the City before the time and
date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in
writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent
submission which alters the responses.
H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed
in a separate envelope, box, or package and each envelope, box or package must contain the information previously
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stated in 1.82.A.
1.80. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government.
Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the
fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is
subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all
amendments thereto and shall be paid solely by the Bidder/Proposer.
1.81. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this
contract by written notice to the contractor effective the date specified in the notice should any of the following
apply:
A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract.
B. The City has determined that such termination will be in the best interest of the City to terminate the contract for
its own convenience;
C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon
the availability of appropriate funds.
1.82. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a
Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or
defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami.
Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and
acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law.
1.83. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The
City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within
the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless
otherwise specified in the Special Conditions.
1.84. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the
goods/equipment or used the goods, whichever comes first.
1.85.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to
the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for
"trade secrets."
If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from
Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION,"
with your firm's name and the Solicitation number and title marked on the outside.
Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person.
By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the
City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by
the City by reason of any legal action challenging your claim.
1.86. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor
any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is
issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed
or goods delivered outside the scope of the contract or any work performed by an employee not otherwise
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previously authorized.
1.87. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity
purposes. No advertising, sales promotion or other publicity materials containing information obtained from this
Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City
Manager or the City Commission.
1.88. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must
indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are
not stated on their Response, it will be assumed that the product fully complies with the City's specifications.
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2. Special Conditions
2.1. PURPOSE
The purpose of this Solicitation is to establish a contract, for Ce11 Phone Signal Booster Management Services for
Indoor and Outdoor Networks, as specified herein, from a source(s) of supply that will give prompt and efficient
service fully compliant with the terms, conditions and stipulations of the solicitation.
2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION
Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the
Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or email: msuarez@ci.miami.fl.us.
The solicitation title and number shall be referenced on all correspondence. All questions must be received no later
than Tuesday, September 20, 2011 at 5:00 p.m.. All responses to questions will be sent to all prospective
bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER
SAID DEADLINE.
2.3. TERM OF CONTRACT
The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required
to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms:
(1) The term of the Contract(s) shall be for five (5) years with an option to renew for five (5) additional one (1)
year periods.
(2) The City shall have the option to extend or terminate the Contract.
Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder/proposer. This
prerogative will be exercised only when such continuation is clearly in the best interest of the City.
2.4. CONDITIONS FOR RENEWAL
Each renewal of this contract is subject to the following:
(1) Continued satisfactory performance compliance with the specifications, terms and conditions established
herein.
(2) Availability of funds
2.5. NON -APPROPRIATION OF FUNDS
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal
period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such
occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No
guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any frrm(s).
2.6. MINIMUM QUALIFICATION REQUIREMENTS
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Each firm interested in responding to this Request for Qualifications must provide the information on the firm's
qualifications and experience, qualifications of the project team, Project Manager's experience, and previous similar
projects.
Additionally, Proposer must:
(1) be an established firm for a minimum of five (5) year(s), and Proposer, or its owner(s) and/or principal(s),
must have a minimum of five (5) years related experience.
(2) the individual proposed as the Project Manager must have a minimum of three (3) years experience in
scope, and have served as project manager/construction manager on similar projects on a minimum of three (3)
previous occasions.
See "Instructions for Submitting a Response: (Submission Requirements)."Submittals that do not respond
completely to all requirements may be considered non -responsive and eliminated from the process.
2.7. CONTRACT EXECUTION
The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be
awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or
not execute, as applicable a Contract with the selected Proposer(s) that is determined to be most advantageous and in
the City's best interest. Such Contract will be furnished by the City, will contain certain terms as are in the City's
best interests, and will be subject to approval as to legal form by the City Attorney.
2.8. FAILURE TO PERFORM
Should it not be possible to reach the contractor or supervisor and/or should remedial action not be taken within 48
hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in
default of the contract or make appropriate reductions in the contract payment.
2.9. INSURANCE REQUIREMENTS
INDEMNIFICATION
Bidder shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and all
claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the provisions of
the contract, including all acts or omissions to act on the part of bidder, including any person performing under this
Contract for or on bidder's behalf, provided that any such claims, liabilities, losses and causes of such action are not
attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees
which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct
of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any
such claim, or the investigation thereof.
The bidder shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor, Miami,
Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the
requirements as outlined below:
I. Commercial General Liability
A. Limits of Liability
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Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Products/Completed Operations $ 1,000,000
Personal and Advertising Injury $1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Contingent and Contractual Liability
Primary Insurance Clause Endorsement
Explosion, Collapse and Underground Hazard
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
IV. Employer's Liability
A. Limits of Liability
$500,000 for bodily injury caused by an accident, each accident.
$500,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
V. Payment and Performance Bond (If Applicable)
VI. Umbrella Liability (Excess Follow Form)
A. Limits of Liability
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
City of Miami listed as an additional insured
BINDERS ARE UNACCEPTABLE.
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The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals,
which most nearly reflect the operations of the bidder.
All insurance policies required above shall be issued by companies authorized to do business under the laws of the
State of Florida, with the following qualifications:
The Company must be rated no less than "A" as to management, and no less than "Class V" as to financial strength,
by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management
prior to insurance approval.
Notice of material change or cancellation in accordance to policy provisions.
NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE.
Compliance with the foregoing requirements shall not relieve the bidder of his liability and obligation under this
section or under any other section of this Agreement.
--If insurance certificates are scheduled to expire during the contractual period, the Bidder shall be responsible
for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance
of such expiration.
--In the event that expired certificates are not replaced with new or renewed certificates which cover the
contractual period, the City shall:
(4) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner
prescribed in the Invitation To Bid.
(5) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from
the Bidder in conjunction with the General and Special Terms and Conditions of the Bid.
The Bidder shall be responsible for assuring that the insurance certificates required in conjunction with this Section
remain in force for the duration of the contractual period; including any and all option terms that may be granted to
the Bidder.
2.10. CONTRACT ADMINISTRATOR
Upon award, contractor shall report and work directly with Zari Watkins, Esq., who shall be designated as the
Contract Administrator.
2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S)
A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or
Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be
paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City
in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the
major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or
reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and
all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance
for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of
the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents
of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed
Sub -Contractors from performing work under this Solicitation.
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Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant
information required of the Proposer. In addition, within five (5) working days after the identification of the award
to the Successful Proposer, the Successful Proposer shall provide a list confirming the Sub -Contractors that the
Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name,
location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any
contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information
required of Proposer.
2.12. SPECIFICATION EXCEPTIONS
Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing
Department, in writing, no less than ten (10) days prior to solicitation closing date of any change in the
manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, bidders must
explain any deviation from the specifications in writing as a footnote on the applicable specification page and
enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. For
electronic bid submittals, bidders must explain in the Header Section or by an Attachment and, if applicable, enclose
a scanned copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission.
Additionally, bidders must indicate any options requiring the addition of other options, as well as those which are
included as a part of another option. Failure of bidders to comply with these provisions will result in bidders being
held responsible for all costs required to bring the item(s) in compliance with contract specifications.
2.13. TERMINATION
A. FOR DEFAULT
If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after
written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice
without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess
cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor
was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or
negligence, the termination will be deemed to be a termination for the convenience of the City of Miami.
B. FOR CONVENIENCE
The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in
the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so
terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an
agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami
shall be liable only for payment in accordance with the payment provisions of the Contract for those services
rendered prior to termination.
2.14. ADDITIONAL TERMS AND CONDITIONS
No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any
and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If
submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters,
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specifications, literature, price lists or warranties, it is understood and agreed that the General and Special
Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's
authorized signature affixed to the bidder's/proposer(s acknowledgment form attests to this.
2.15. PRIMARY CLIENT (FIRST PRIORITY)
The successful bidder(s)/proposer(s) agree upon award of this contract that the City of Miami shall be its primary
client and shall be serviced first during a schedule conflict arising between this contract and any other contract
successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform similar services as a
result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency
impacting various areas during or approximately the same time.
2.16. UNAUTHORIZED WORK
The Successful Proposer(s) shall not begin work until a Purchase Order is received.
2.17. CHANGES/ALTERATIONS
Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral
modifications will be allowed. Written modifications shall not be allowed following the proposal deadline.
2.18. COMPENSATION PROPOSAL
Each Proposer shall detail any and all fees and costs to provide the required services as listed herein. Proposer shall
additionally provide a detailed list of all costs to provide all services as detailed in Section III Scope of Services, as
proposed. The City reserves the right to add or delete any service, at any time. Should the City determine to add an
additional service for which pricing was not previously secured, the City shall seek the Successful Proposer to
provide reasonable cost(s) for same. Should the City determine the pricing unreasonable, the City reserves the right
to negotiate cost(s) or seek another vendor for the provision of said service(s).
Failure to submit compensation proposal as required shall disqualify Proposer from consideration.
2.19. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD
The procedure for response evaluation, selection and award is as follows:
(1) Solicitation issued.
(2) Receipt of responses
(3) Opening and listing of all responses received
(4) Purchasing staff will review each submission for compliance with the submission requirements of the
Solicitation, including verifying that each submission includes all documents required.
(5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members
of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to
evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation
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criteria as specified herein.
(6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral
presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the
convenience of the Evaluation Committee and shall be recorded.
(7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the
City Manager for acceptance. If the City Manager accepts the Committee's recommendation, the City Manager's
recommendation for award of contract will be posted on the City of Miami Purchasing Department website, in the
Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City
Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation
of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation
of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. The
City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate
and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the
City arising from such negotiations or termination thereof.
(8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the Committee to
re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject
all proposals.
(9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and,
if appropriate and required, approve the City Manager's recommendation(s). The City Commission may also reject
any or all response.
(10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected
Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed
appropriate by the City Manager.
(11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s).
2.20. ADDITIONAL SERVICES
Services not specifically identified in this request may be added to any resultant contract upon successful
negotiation and mutual consent of the contracting parties.
2.21. RECORDS
During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide
City access to all files and records maintained on the City's behalf.
2.22. TRUTH IN NEGOTIATION CERTIFICATE
Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation
certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting
Agreement are accurate, complete, and current at the time of contracting. The original contract price and any
additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was
increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract
adjustments shall be made within one (1) year following the end of the Agreement.
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2.23. PRE-BID/PRE-PROPOSAL CONFERENCE
Potential Proposers are required to attend the Mandatory Pre -Proposal Conference, which will occur on Tuesday,
September 20, 2011 at 9:00 a.m., at the City of Miami, MRC Building, 444 SW 2nd Avenue, loth Floor Conference
Room, Miami, FL 33130. A discussion of the requirements of the solicitation will occur at that time. Each potential
Proposer is required, prior to submitting a Proposal, to acquaint itself thoroughly with any and all conditions and/or
requirements that may in any manner affect the work to be performed. No allowances will be made because of lack
of knowledge of these conditions.
The purpose of the pre -proposal conference is to allow potential Proposers an opportunity to present questions to
staff and obtain clarification of the requirements of the solicitation documents. Because the City considers the
conference to be critical to understanding the solicitation requirements, attendance is Mandatory.
FAILURE TO ATTEND SHALL DEEM ANY PROPOSAL FROM UNATTENDING PROPOSER AS
NON -RESPONSIVE.
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3. Specifications
3.1. SPECIFICATIONS/SCOPE OF WORK
I. OVERVIEW
A. The City is seeking a qualified firm ("Successful Proposer") with the background and experience to perform
analysis, marketing, solicitation, negotiations and property management services, which allows the City to enter into
Revocable Licenses with prospective third parties that wish to use City -owned property to install cell phone signal
boosters (hereinafter collectively referred to as the "Project").
B. City business is carried out on a 24/7 basis. Accordingly, minimal disruption to operations is imperative.
Concurrently, the City prides itself on being a positive influence within the community. This Project shall be
completed in as non -intrusive manner as possible.
C. The Project envisions the installation of no more than one (1) CPSB on each City -owned site. The Project
includes soliciting communications companies to enter into licensing agreements for available space, conducting the
negotiations for available space on the City's behalf, resolving licensee problems that arise during the term of the
Revocable License(s), installation, power, security measures and controls necessary to produce a system managed
by the Company. The contracting mechanism will be a Revocable License with the City as Licensor.
D. The purpose of the Project is to provide revenue to the City.
E. The City owns approximately 151 sites (refer to Attachment A revised) which may be suitable for adding cell
phone coverage in hard to reach areas, resulting in increased quality without the burden of building a network
system or managing additional infrastructure. Certain properties may have deed restrictions and/or funding
restrictions that limit use.
F. The deliverables for this contract will include all regulated permits, plans and specifications, installation,
security, and Revocable License management of the CPSB and associated equipment/machinery. Company shall
provide an annual report to the City which outlines the current market conditions (based on the list of inventory
provided by the City).
II. GENERAL SERVICES
A. The Provider(s) shall be under the supervision of the Assistant City Manager/Chief of Infrastructure or designee.
B. Provider(s) shall attend required meetings as deemed necessary by the Assistant City Manager/Chief of
Infrastructure to accomplish the Scope of Services and to present its findings and recommendations to the City
Commission, if necessary.
C. Provider(s) shall confer with the City team periodically during the progress of the work and prepare and present
such information and materials as may be necessary or reasonably requested by the City to determine the adequacy
of the work or the Provider's progress.
D. Provider(s) shall submit the required deliverables within the time frame specified by the City.
E. As may be directed by the City through its designated representative, Provider(s) is expected to cooperate and
fulfill requests for information, verbal and written, that pertain to the work.
F. The Provider(s) shall provide its own office and work space, except as necessary during meetings or
presentations.
III. MARKETING & SOLICITATION SERVICES
A. Phase I - Pre -Solicitation Due Diligence and Analysis Phase
The Provider will perform the following work tasks, to include but not be limited to:
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1) Collect and research all available Property information currently in the possession of the City.
2) Review and prepare appropriate revenue assessments for the site(s), less any costs to the City that may be
necessary.
3) Prepare a comprehensive report with findings, conclusions and recommendations, including a comprehensive
timeline for complete analysis, marketing, solicitation, negotiations, execution of revocable licenses with third
parties, and an assessment of risk/challenge issues associated with same; work with City team to create optimal
deliverable format and content, which shall include, but is not limited to, delivery of a preliminary report for the
City's review prior to submission of the final report.
4) Attend meetings and hearings of stakeholders and make presentations as necessary.
Estimated time period for Phase I: <30 days
B. Phase II - Marketing and Third -Party Revocable License Disposition Phase
The steps below outline Provider's process for marketing the Property through negotiating and documenting a
transaction.
1) Identify Potential Third Party Licensees
a) Compile a target list of possible third party licensees for the site(s).
b) Prepare a pre -marketing campaign that will be disseminated to the appropriate potential Third Party Licensees to
generate upfront market interest.
2) Generate Interest
a) Distribute marketing information through e-mail, flyers and/or other acceptable means.
b) Follow up with phone calls to targeted businesses
c) Register parties who express interest in the site(s). These potential businesses will receive a full marketing
package, once identified.
3) Develop and Distribute Marketing Package(s) to potential businesses, including:
a) Overview/introductory letter.
b) A physical description of the site(s).
c) Terms of Revocable License.
4) Analyze Offers
Provider will provide guidance to all potential businesses and will analyze terms and conditions of offers including
quantitative and qualitative criteria.
5) Recommend Finalists based on:
a) Value of offer
b) Financial viability of the candidate
c) Candidate's alignment of interests with the City's goals.
d) Solicitation of Best and Final offers (BAFO).
6) Participate in Third Party Licensee Selection and Negotiation
Select the successful business for the site(s) ; assist in the negotiations; supervise due diligence, assist in negotiating
transaction price. Attend city staff and/or public hearings regarding the management of the site(s)as may be
required.
Estimated time period for Phase II: 1 Week to 2 Months
IV. PROPERTY MANAGEMENT SERVICES (Optional) The City reserves the right to award or not to
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award these optional services in its sole discretion.
A. General Responsibilities:
1) Provide daily management of revocable licenses and licensee relations services for existing and new third party
licensees.
2) Coordinate management of City sites, including but not limited to: management of security patrols (where
applicable) and emergency program and maintenance.
3) Enforce revocable license compliance and licensee rules and regulations, including insurance.
4) Provide financial management, reporting, and controls.
5) Prepare operating budgets, monthly management reports and quarterly revenue update reports.
6) Conduct annual inspections of property.
7) Prepare annual recommendation for similar projects and/or improvementsfor budget consideration.
B. Specific Responsibilities:
1) Direct Revocable License Management:
a) Track and manage all third party licensee issues and requests.
b) Coordinate third party licensee's installation and/ or removal of equipment including notification of applicable
City depai talents and utilities..
c) Assist with the review and approval of third party licensee's plans and programs including licensee's
improvements and annual building inspections.
d) Notify third party licensees of city -initiated rehabilitation/improvements to site(s), power outages, and state
power alerts..
e) Maintain licensee contact information in a licensee directory.
f) Coordinate with City Departments to ensure that all applicable permits have been issued, including: special use
permits, building permits, etc.
2) Reporting:
a) Submit the following reports to the City:
i.) Monthly management reports are to include, but not be limited to: revocable license status, occupancy, budget
variances and vacancy loss report.
ii.) Audits: The City reserves the right to audit the Property Management Company's financial reports, etc., as part
of the City's financial audit process.
iii.) Operating Budget: Prepare and submit an annual operating budget not later than June 1 of each year to be
reviewed and approved by the City. Once approved, revisions to this budget must be justified in writing and must be
reviewed and approved in advance by the Contract Administrator.
3) General Management:
a) Maintain all books, records and files accurately and in accordance with industry -standard accounting principles
and government archive procedures.
b) Contracts and Vendors: Ensure that contracts with third party licensees provide "best value" when
benchmarked against comparable commercial properties. Recommend competitive bidding of any contract that is
not market -competitive.
c) Complete regular building inspections and implement preservation/preventive maintenance programs.
d) Prepare a management plan for the site(s). Included in this plan there must be:
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i) The planned recruitment, hiring, training or assigning and supervision of property personnel, location of a
management office, staff list by position and resume for each, if currently employed; plan for emergency
maintenance and personnel and licensee procedures to contact such personnel.
ii) System to maintain a record of each complaint, date of complaint, person responding to complaint, action taken
and date of response.
e) Staff meetings: Maintain on -going communication with the Contract Administrator to include organizing and
conducting regular status meetings to report on all significant issues and operating performance.
4) Emergency Communication:
a) Key employee and supervisor personnel will be required to provide all telephone numbers on file including
home, page, and mobile.
b) The property manager will be expected to respond immediately and within one (1) hour maximum time when
contacted by the Contract Administrator.
c) The property manager's emergency personnel will be required to respond on -site if necessary within two (2)
hours' maximum time.
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4. Submission Requirements
4.1. SUBMISSION REQUIREMENTS
Proposers shall carefully follow the format and instruction outlined below, observing format requirements where
indicated. Proposals should contain the information itemized below and in the order indicated. This information
should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this
Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may
not be considered for contract award.
The response to this solicitation shall be presented in the following format. Failure to do so may deem your
Proposal non -responsive.
ALL RESPONSES WILL BE SUBMITTED IN HARDCOPY FORMAT ONLY TO INCLUDE ONE ORIGINAL
AND SEVEN (7) COPIES. NO ON-LINE SUBMITTALS WILL BE ACCEPTED.
Proposers shall provide, at a minimum, the following information and documentation with their Proposals:
1. Cover Page:
The Cover Page shall include the Proposer's name, the Contact Person for the RFP, the Firm's Liaison for the
Contract, the Primary Office Location, the Local Business Address (if applicable), the Business Phone and Fax
Numbers, Email Addresses (if applicable), the Title of the RFP, the RFP Number, and the Federal Employer
Identification Number or Social Security Number.
2. Table of Contents:
The table of contents shall outline, in sequential order, the major sections of the Proposal as listed below, including
all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, shall be
clearly and consecutively numbered and shall correspond with the table of contents.
3. Executive Summary:
A signed and dated summary of not more than two (2) pages shall be provided containing Proposer's overall
Qualifications and Experience and Technical Qualifications, as contained in the submittal. Proposer shall include the
name of the organization, business phone, contact person and a summary of the work to be performed.
4. Experience and Qualifications:
A. Describe the Proposer's organizational history and structure;. years Proposer and/or firm has been in business
providing a similar service(s), and indicate whether the City has previously awarded any contracts to the
Proposer/firm. Provide a list of all principals, owners or directors.
B. Outline in detail the experience and qualifications of the Proposer's entity, and the Proposer's management team,
in providing similar projects/programs as the one proposed in this RFP.
C. Provide a narrative describing the entities that will be involved, a description of the roles they will play (e.g.,
partner, management group..), the contractual relationships within the team, the financial responsibilities and
percentage of ownership (if applicable) of each team entity, a description and evidence of the nature of each entity's
commitment to the project, and a summary of the team's past experience in working together on a similar project. A
description of each of the entities' experience in developing and managing similar projects and roles must be
included, The respondent must also provide a minimum of the most current two consecutive years of financial
statements for the entity(ies) and/or principal(s) that comprise or will comprise the respondent. The City will treat
financial statements submitted under this procedure as either business data or RFP data pursuant to Florida Statutes.
However, the City assumes no liability should this data be ruled public data by a court of competent jurisdiction.
D. Provide an organizational chart of Proposer's management team to be used on this project/program, and their
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qualifications. A resume of each individual, including education, experience, and any other pertinent information,
shall be included for each team member to be assigned to this project/program. Include any and all licenses and
certifications held.
E. Describe any current or pending litigation or proceeding involving Proposer, its partners, managers, other key
staff members, and its professional activities or performance, if applicable. State the nature of the litigation, a brief
description of each case, the outcome or projected outcome, and the monetary amounts involved.
F. Should Proposer plan to utilize a Sub-Contractor(s), provide detailed information regarding qualifications and
experience, and the work to be performed related to the Scope of Services for each proposed Sub-Contractor(s).
5) Past Performance in Implementing Similar CPSB Management Services
• A. Provide a complete list•of clients for which Proposer has provided a similar service(s) as required in this RFP.
This list should detail Proposer's experience, and include those services that have been performed during at least the
past five (5) years, as applicable. Include the name, address, phone number(s) and contact persons within each
organization. The City reserves the right to contact references as part of the evaluation process.
B. Provide a minimum of two (2) references on letterhead from former clients for the provision of similar services
within the past five (5) years. Include name of reference, contact name, period of time, and overall work performed.
Sufficient documentation must be provided to determine level of experience. References are subject to verification
by the City as part of the evaluation process.
6) Approach and Methodology to the Project
A. Provide a description of the Proposer's overall Approach and Methodology to be utilized during this
engagement, per each element of work depicted in the Scope of Services. The Project plan should be of superior
technical quality, comply with City Codes, and ensure that the facility will have capacity for the provision of
wireless services (voice and data) while generating revenue for the City.
B. Provide optional changes / creative alternatives to the site design or structures or equipment that may result in
improvements in any or all of the following areas: reduced impact on the community, improved appearance,
improved cost or efficiency, improved safety, reliability or an increased revenue stream to the City (without
compromising its performance, revenue or reliability).
C. Provide specifications of the types of CPSB that would be installed on each City -owned site.
D. Provide an Operating/Management Plan. Proposer shall describe the operating/management policies and
procedures to be employed by the proposers. Describe any proposed initiatives which would improve the revenue to
the City.
E. Provide a marketing plan for the City. The proposer must submit information which describes its approach to a
successful venue. The proposer should describe its marketing and promotional concepts and also provide a plan
which will maximize revenue to the City.
7) Revenue to the City
A. Proposer must include a Compensation/Revenue Proposal as part of the Proposal. Proposal shall contain the
average estimated revenue projections for the five (5) year term of each Revocable License. The revenue proposal
may be in the form of a fixed monthly amount as well as the proposed percentage of the licensing revenue the City
will receive. The minimum acceptable revenue proposal will contain a monthly licensing fee to be paid to the City
for the use of the land, plus any changes in license payments based on the number of Licensees. Failure to submit a
Compensation Proposal shall deem your Proposal non -responsive.
Proposer shall provide any other information or documentation with Proposal, as needed.
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r
5. Evaluation. Criteria
5.1. EVALUATION CRITERIA
Proposals shall be evaluated based upon the following criteria and weight:
CRITERIA: WEIGHT:
Proposer's experience and qualifications 20 Points
Proposed revenue to the City 35 Points
Approach and methodology 25 Points
Past performance in implementing similar CPSB management service 20 Points
Total: 100 Points
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