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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                     )                           
                                                                 
                                     )   File No. EB-09-SE-043   
     In the Matter of                                            
                                     )   Acct. No. 200932100070  
     InFill Towers of America, LLC                               
                                     )   FRN No. 0018006437      
                                                                 
                                     )                           



                                     ORDER

   Adopted: July 8, 2009 Released: July 10, 2009

   By the Chief, Spectrum Enforcement Division, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and InFill Towers of
       America, LLC ("InFill"). The Consent Decree terminates an
       investigation by the Bureau against InFill for possible violation of
       section 1.1307(a)(4) of the Commission's Rules ("Rules")  regarding
       the construction of certain wireless communications facilities in
       Mississippi.

    2. The Bureau and InFill have negotiated the terms of the Consent Decree
       that resolves this matter. A copy of the Consent Decree is attached
       hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree which terminates the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether InFill possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the
       Communications Act of 1934, as amended, and sections 0.111 and 0.311
       of the Commission's Rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Marjorie Spivak, Esq., counsel for InFill Towers of
       America, LLC, Bennet & Bennet PLLC, 10 G Street, NE, Suite 710,
       Washington, DC 20002.

   FEDERAL COMMUNICATIONS COMMISSION

   Kathryn S. Berthot

   Chief, Spectrum Enforcement Division

   Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                     )                           
                                                                 
                                     )   File No. EB-09-SE-043   
     In the Matter of                                            
                                     )   Acct. No. 200932100070  
     InFill Towers of America, LLC                               
                                     )   FRN No. 0018006437      
                                                                 
                                     )                           


                                 CONSENT DECREE

   The Enforcement Bureau ("Bureau") and InFill Towers of America, LLC
   ("InFill"), by their authorized representatives, hereby enter into this
   Consent Decree for the purpose of terminating the Bureau's investigation
   into whether InFill violated section 1.1307(a)(4) of the Commission's
   Rules ("Rules") with respect to the construction of two wireless
   communications facilities in Benton, Mississippi.

   I. DEFINITIONS

    1. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Adopting Order" means an Order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 8.

    f. "Effective Date" means the date on which the Bureau releases the
       Adopting Order.

    g. "InFill Towers of America, LLC" or "InFill" means InFill Towers of
       America, LLC and its predecessors-in-interest and
       successors-in-interest.

    h. "Investigation" means the investigation commenced by the Bureau upon
       receipt of a referral from the Wireless Telecommunications Bureau
       regarding InFill's possible violation of the Commission's
       environmental regulations set forth in section 1.1307(a)(4).

    i. "Parties" means InFill and the Bureau.

    j. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

   II. BACKGROUND

    2. Section 1.1307(a)(4) of the Rules requires parties proposing to
       construct facilities that are Commission undertakings to consider
       whether their proposed facilities would affect properties listed or
       eligible for listing ("historic properties") in the National Register
       of Historic Places ("National Register"). In considering potential
       effects on historic properties, Section 1.1307(a)(4) requires these
       parties to follow the prescribed procedures established by the
       Programmatic Agreements for collocated antennas and for historic
       preservation review. The Collocation and Nationwide Agreements are
       designed to tailor and streamline the review and consultation
       procedures required by the National Historic Preservation Act of 1966,
       as amended ("NHPA"), and the implementing regulations issued by the
       Advisory Council on Historic Preservation ("Advisory Council").

    3. InFill is a small tower company serving rural areas in Mississippi,
       including Benton, Mississippi. InFill completed construction on two
       towers in Benton, Mississippi, that required antenna structure
       registration under Part 17 of the Commission's rules, without fully
       completing the environmental review process. While InFill completed
       the NEPA review for effects, other than historic preservation, and
       conducted the tribal participation process prior to construction,
       InFill did not complete review under Section 106 of the NHPA for
       direct effects prior to construction. The Mississippi State Historic
       Preservation Officer stated that based on the apparent construction
       activity, it could not comment on the effects of the towers. InFill's
       completed environmental review, including the Section 106 review of
       the sites, concluded that the sites have no direct effect on historic
       properties and no adverse effect on historic properties in the area of
       potential effects for visual effects. The Commission's Wireless
       Telecommunications Bureau ("WTB") reviewed InFill's Form 620's and
       supporting documentation, and concurred that the towers do not have an
       adverse effect on historic properties. The WTB referred the matter to
       the Enforcement Bureau for investigation.

   III. TERMS OF AGREEMENT

    4. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    5. Jurisdiction. InFill agrees that the Bureau has jurisdiction over it
       and the matters contained in this Consent Decree and has the authority
       to enter into and adopt this Consent Decree.

    6. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the Bureau releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    7. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate its
       investigation. In consideration for the termination of said
       investigation, InFill agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that in the absence of new
       material evidence, the Bureau will not use the facts developed in this
       investigation through the Effective Date of the Consent Decree, or the
       existence of this Consent Decree, to institute, on its own motion, any
       new proceeding, formal or informal, or take any action on its own
       motion against InFill concerning the matters that were the subject of
       the investigation. The Bureau also agrees that it will not use the
       facts developed in this investigation through the Effective Date of
       this Consent Decree, or the existence of this Consent Decree, to
       institute on its own motion any proceeding, formal or informal, or
       take any action on its own motion against InFill with respect to
       InFill's basic qualifications, including its character qualifications,
       to be a Commission licensee or authorized common carrier.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein,  InFill agrees to maintain a Compliance Plan related to future
       compliance with the Act, the Commission's Rules, and the Commission's
       Orders. The Plan will include, at a minimum, the following components:

   (a) InFill will implement on a company-wide basis detailed procedures to
   ensure environmental compliance. These procedures may be altered from time
   to time if InFill determines that other procedures may better enable it to
   comply with the FCC's environmental requirements. InFill shall notify the
   Bureau and the Wireless Telecommunications Bureau in writing regarding any
   such modifications at least 25 calendar days before they take effect and
   either the Bureau or the Wireless Telecommunications Bureau may disapprove
   such modification within 25 calendar days of their receipt of InFill's
   notification.

   (b) InFill has recently commissioned and made part of its internal
   procedures "A Scope of Work for Compliance with the FCC's Environmental
   Rules" manual. The "Scope of Work" manual describes the FCC's
   environmental requirements and the federal laws and policies that are
   cited in or related to the FCC's environmental rules. It also spells out
   in detail the responsibilities for environmental compliance of InFill's
   outside consultants dealing with tower construction and those employees
   within InFill who supervise the consultants and the methods by which
   environmental compliance will be assured at each stage of the tower
   construction process. Attached to the "Scope of Work" manual are
   "checklists" by which responsible InFill employees may track environmental
   compliance for each new and collocated tower.

   (c) InFill will provide annual training to its employees responsible for
   environmental compliance to ensure that they are aware of their
   responsibilities to ensure compliance with environmental requirements by
   InFill. InFill will oversee any consultant it may employ to ensure
   compliance with the environmental requirements.

   (d) InFill has recently appointed an experienced Regulatory Compliance
   Manager, who is thoroughly familiar with the FCC's environmental
   requirements. He will monitor and supervise InFill's regulatory compliance
   efforts.

   (e)  Compliance Reports. InFill will file compliance reports with the
   Commission (90) days after the Effective Date, twelve (12) months after
   the Effective Date, and twenty-four (24) months after the Effective Date.
   Each report will identify all of InFill's Section 106 reviews that were
   active during the reporting period. For each such Section 106 review,
   InFill will specify the dates of any FCC Form 620 submission to the State
   Historic Preservation Officer and notification to tribes, local
   governments and the public, as well as the resolution or current status of
   the review. Each report shall also include a compliance certificate from
   an officer, as an agent of InFill, stating that the officer has personal
   knowledge that InFill has established operating procedures intended to
   ensure compliance with this Consent Decree, together with an accompanying
   statement explaining the basis for the officer's compliance certification.
   All reports shall be submitted to Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, 445 12th Street,
   S.W., Rm. 3C366, Washington, D.C. 20554. All reports shall also be
   submitted electronically to Jackie Ellington at Jackie.Ellington@fcc.gov
   and to Kathy Berthot at Kathy.Berthot@fcc.gov.

    f. Termination. Unless stated otherwise, the requirements of this Consent
       Decree will expire twenty-four (24) months from the Effective Date.

    9. Voluntary Contribution. InFill agrees that it will make a voluntary
       contribution to the United States Treasury in the amount of eight
       thousand dollars ($8,000.00). The payment will be made within thirty
       (30) days after the Effective Date of the Adopting Order. The payment
       must be made by check or similar instrument, payable to the order of
       the Federal Communications Commission. The payment must include the
       Account Number and FRN Number referenced in the caption to the
       Adopting Order. Payment by check or money order may be mailed to
       Federal Communications Commission, P.O. Box 979088, St. Louis, MO
       63197-9000. Payment by overnight mail may be sent to U.S. Bank -
       Government Lockbox #979088, SL-MO-C2-GL, 1005 Convention Plaza, St.
       Louis, MO 63101. Payment by wire transfer may be made to ABA Number
       021030004, receiving bank TREAS/NYC, and account number 27000001. For
       payment by credit card, an FCC Form 159 (Remittance Advice) must be
       submitted. When completing the FCC Form 159, enter the Account number
       in block number 23A (call sign/other ID), and enter the letters "FORF"
       in block number 24A (payment type code). InFill shall also send
       electronic notification on the date said payment is made to Jackie
       Ellington at Jackie.Ellington@fcc.gov and to Kathy Berthot at
       Kathy.Berthot@fcc.gov.

   10. Waivers. InFill waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Adopting Order, provided the Bureau issues an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. InFill shall retain the right to challenge Commission
       interpretation of the Consent Decree or any terms contained herein. If
       either Party (or the United States on behalf of the Commission) brings
       a judicial action to enforce the terms of the Adopting Order, neither
       InFill nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and InFill shall waive any statutory
       right to a trial de novo. InFill hereby agrees to waive any claims it
       may otherwise have under the Equal Access to Justice Act, 5 U.S.C. S:
       504 and 47 C.F.R. S: 1.1501 et seq., relating to the matters addressed
       in this Consent Decree.

   11. Invalidity. In the event that this Consent Decree in its entirety is
       rendered invalid by any court of competent jurisdiction, it shall
       become null and void and may not be used in any manner in any legal
       proceeding.

   12. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which InFill does not expressly
       consent) that provision will be superseded by such Commission rule or
       Order.

   13. Successors and Assigns. InFill agrees that the provisions of this
       Consent Decree shall be binding on its successors, assigns, and
       transferees.

   14. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   15. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   16. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   17. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   18. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.


         ________________________________                    
                                                             
         Kathryn S. Berthot                                  
                                                             
         Chief, Spectrum Enforcement Division                
                                                             
         Enforcement Bureau                                  
                                                             
         ________________________________                    
                                                             
         Date                                                
                                                             
         InFill Towers of America, LLC,                      
                                                             
         a Mississippi chartered limited liability company   
                                                             
         By: _____________________________                   
                                                             
         R. Hugo Newcomb, Jr., President                     
                                                             
         _________________________________                   
                                                             
         Date                                                


       47 C.F.R. S: 1.1307(a)(4).

       47 U.S.C. S: 154(i).

       47 C.F.R. S:S: 0.111, 0.311.

       47 C.F.R. S: 1.1307(a)(4).

       See Wireless Telecommunications Bureau Announces Execution of
       Programmatic Agreement with respect to Collocating Wireless Antennas
       on Existing Structures, Public Notice, 16 FCC Rcd 5574 (WTB 2001),
       recon. denied, 20 FCC Rcd 4084 (WTB 2005) ("Collocation Agreement").

       See Nationwide Programmatic Agreement Regarding the Section 106
       National Historic Preservation Act Review Process, Report and Order,
       WT Docket No. 03-128, 20 FCC Rcd 1073 (2004), clarified, 20 FCC Rcd
       17995 (2005), aff'd, CTIA-The Wireless Ass'n. v. FCC, No. 05-1008
       (D.C. Cir. September 26, 2006) ("Nationwide Agreement").

       Section 1.1307(a)(4) of the Rules incorporates by reference the
       Collocation Agreement and the Nationwide Agreement.

       16 U.S.C. S: 470 et seq. The NHPA requires that a federal agency
       consider the effects of its federal undertakings, including actions
       that it authorizes or approves, on historic properties prior to
       issuing federal licenses, permits or approvals. See 16 U.S.C. S:S:
       470f, 470w(7). In considering such effects, the NHPA further requires
       the federal agency to consider the views of expert agencies.
       Specifically, the NHPA requires the federal agency to consider the
       views of the Advisory Council on Historic Preservation, the agency
       tasked with the responsibility for implementing the NHPA, the
       appropriate State Historic Preservation Officer, and, if affected
       historic properties are of religious or cultural significance to
       Indian tribes or Native Hawaiian organizations, their representatives.
       See 16 U.S.C. S:S: 470a(a)(3), (d)(6)(B), 470f, 470i. Consistent with
       the Advisory Council's regulations, the Commission's environmental
       rules delegate the task of identification and initial consideration of
       the effects that proposed facilities may have on historic properties,
       including identifying and ensuring contact is made with potentially
       affected Indian tribes, to its licensees, permittees and applicants,
       but the Commission remains ultimately responsible for enforcement of
       the environmental rules. See 47 C.F.R. S: 1.1307(a)(4); see also 36
       C.F.R. S: 800.2(a)(3); Nationwide Agreement, 20 FCC Rcd at 1076-77 P:
       5.

       See 36 C.F.R. S: 800.1 et seq. Under the NHPA and the Advisory
       Council's implementing regulations, a federal agency may, with the
       agreement of the Advisory Council and the relevant State Historic
       Preservation Officer or the National Conference of State Historic
       Preservation Officers, adopt Programmatic Agreements to tailor the
       historic preservation review and consultation procedures, as well as
       exempt actions that are unlikely to affect historic properties. See 16
       U.S.C. S: 470v; 36 C.F.R. S: 800.14(b),(c).

       47 C.F.R. S:S: 17.4, 17.7.

       InFill registered these towers in accordance with the Commission's
       requirements. See ASR Nos. 126478, 1265480.

       National Environmental Policy Act of 1969, as amended, 42 U.S.C.
       4321-4335.

       16 U.S.C. S: 470f.

       Federal Communications Commission DA 09-1506

       2

       2

       Federal Communications Commission DA 09-1506