Amendment No. 1 to the Crown Castle Fiber LLC Agreement aY(icii
AMENDMENT NO. 1
DAS FACILITY USE AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
CROWN CASTLE FIBER LLC F/K/A CROWN CASTLE SOLUTIONS LLC
This Amendment No. 1 ("First Amendment") to the DAS Facility Use Agreement,
dated January 27, 2017, by and between the City of Miami Beach, Florida, a municipal
corporation organized and existing under the laws of the State of Florida, having its
principal place of business at 1700 Convention Center Drive, Miami Beach, Florida
33139 ("City"), and Crown Castle Fiber LLC, a New York limited liability company,
having its principal place of business at 1220 Augusta Drive, Suite 600, Houston, Texas
77057 ("Licensee"), is entered into this 11 day of NA( , 2019 ("First
Amendment Effective Date"):
RECITALS
WHEREAS, on January 27, 2017, Crown Castle Solutions LLC, a Delaware limited
liability company, as Licensee, and the City executed a DAS Facility Use Agreement
("Agreement") for the installation and maintenance of a small cell wireless
communications network at the Miami Beach Convention Center; and
WHEREAS, on December 14, 2018, Crown Castle Solutions LLC, converted from
a Delaware limited liability company to a Texas limited liability company; and
WHEREAS, on December 31, 2018, Crown Castle Solutions LLC merged into
Crown Castle Solutions I LLC, a Texas limited liability company; and
WHEREAS, on December 31, 2018, Crown Castle Solutions I LLC merged into
Crown Castle Fiber LLC, a New York limited liability company; and
WHEREAS, under the terms of the Agreement, Licensee is responsible for
providing the City with a Recurring Fee, based on monthly recurring gross receipts
collected by Licensee from Wireless Carriers for use of the System; and
WHEREAS, the Agreement defines certain responsibilities required of Licensee in
the event that the Licensed Structure causes harmful interference with the City's public
safety communications system; and
WHEREAS, the parties wish to clarify the definition of Recurring Fee and modify
the response time for harmful interference of the City's public safety communications
system from ten (10) days to 48 hours; and
WHEREAS, the City desires to strengthen the requirements for response by
Licensee in the event of interference with the City's public safety communications
system from ten (10) days to 48 hours.
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NOW THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Licensee hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this First
Amendment.
2. MODIFICATIONS.
The Agreement is hereby modified (deleted items struck through and inserted
items underlined) as follows:
(a) As a result of a merger process, by operation of law, the interest of Crown
Castle Solutions LLC in this Agreement has merged into Crown Castle Fiber
LLC. For purposes of interpreting the Agreement, all references to Crown
Castle Solutions LLC shall hereinafter be deemed to refer to Crown Castle
Fiber LLC.
(b) Section 4(b) of the Agreement is hereby modified to read as follows:
b. Recurring Fee. In consideration for: (i) Licensee's constructing the
System at its sole cost and expense to provide wireless coverage to
the City, its employees, invitees and guests on and about the
Property; (ii) Licensee's marketing the System to Wireless Carriers in
order to increase the number of Wireless Carriers providing coverage
to the Property; (iii) Licensee's deploying neutral host technology to
reduce the visual impact, consumption of Attachment space and limit
the disruption to the City's Primary Purpose; and (iv) Licensee's
serving as the manager and single point of contact for Wireless
Carriers in connection with their telecommunication needs on the
Property, including siting, installation, development, use or
management of the System, Licensee shall be entitled to bill and keep
all revenues of the System, and shall monthly remit to City an amount
equal to twenty-five percent (25%) of monthly recurring gross receipts
collected by Licensee from Wireless Carriers for use of the System,
excluding any reimbursement for taxes, construction or installation
costs, or other expenses incurred by Licensee (including Revenue
Share Reimbursements) which are billed to the Wireless Carrier (the
"Recurring Fee"). Licensee shall pay the Recurring Fee monthly, no
later than five (5) days from the end of each calendar month for which
the Recurring Fee is due, along with the monthly statement, in a form
reasonably acceptable to the City Manager or Structure Manager,
which may include delineating the recurring gross receipts identifying
each Wireless Carrier and the amount of recurring gross receipts
each Wireless Carrier paid to Licensee for its use of the System, as
well.as the calculation of the Recurring Fee. The City Manager or
Structure Manager shall provide Licensee with written payment
instructions if the payment address is different from the City's notice
address in Section 15.
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(c) Section 8(e) of the Agreement is hereby modified to read as follows:
e. Interference. All operations by Licensee shall be in compliance with
all applicable requirements of the Federal Communications
Commission ("FCC"), as well as other applicable Laws. Licensee
shall operate the System in a manner that will not cause harmful
interference, including, without limitation to (1) other licensees,
provided that the installations of such licensees' improvements
predate that of the Licensed Structures; (2) the public safety
communication system used by the City and other local agencies for
public safety purposes; and (3)with communications systems
operated by City, regardless of when such systems are installed or
their use commences, provided that such systems are operated in
accordance with all applicable FCC rules and regulations as well as
other applicable Laws.
In the event that the Licensed Structure causes harmful interference
with City's public safety communications system, GGmmunisatiens
q�{Qipprment, and such interference is not cured within forty-eight (48)
hours ten (10) business days after Licensee's receipt of an
emergency telephone call written notice from City, which telephone
call will be followed by written notice, Licensee shall, if directed by the
City, cease operation of the Licensed Structure until Licensee is able
to cure and eliminate the interference to the satisfaction of the City.
Licensee acknowledges that it may be necessary for Licensee to
relocate the interfering Attachment or redesign the Licensed Structure
to eliminate such interference; and City shall reasonably consider
relocation sites in such event. In the event that Licensee refuses to or
is unable to eliminate the interference within sixty(60} fifteen (15)
days from the date of notice of the interference (whether or not
operation of the Licensed Structures have ceased operation at the
direction of the City as described above) the City shall have the right,
at no cost to the City and upon ten (10) days written notice, to
terminate the portion of the DAS Order causing such interference and
thereafter Licensee shall remove the specific Attachment proven to be
the cause of such interference and restore the City's Property in
accordance with Section 12.d herein. The Parties agree to cooperate
in developing solutions to interference problems, including
determining which design changes may be necessary to mitigate the
interference. If relocation or redesign is deemed necessary by the
City due to harmful interference with the City's communications
caused by Licensee, Licensee shall redesign or relocate any or all of
the Licensed Structures to alternative locations approved by the City,
at Licensee's sole cost and expense, or if such redesign or relocation
is not acceptable to Licensee, Licensee may terminate that portion of
the DAS Order causing such interference.
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3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this First Amendment and the Agreement, the
provisions of this First Amendment shall govern.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to
be executed by their appropriate officials, as of the First Amendment Effective Date.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST: I
By: mama
E. Granado, City Clerk Jim y L. orales, City Manager
s/i,
Date
FOR LICENSEE: ` % CROWN CASTLE FIBER LLC
=UUICORPAOPATED`
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ATTEST: Q�c,226
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