Approve an agreement with Unison in the amount of $203,073 to purchase a defined easement for the cell site at Fire Station 13

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1 Date: May 22, 2014 AGENDA ITEM NO. COUNCIL MEETING: l C OS/22/14 APPROVED BY DEPARTMENTDIREC~~< CITY MANAGER FROM: BY: SUBJECT: KERRI L. DONIS, Fire Chief Fire Department CHERYL CARLSON, Management Analyst III Fire Department Approve an agreement with Unison in the amount of $203,073 to purchase a defined easement for the cell site at Fire Station 13 RECOMMENDATION Staff recommends the City Council approve an agreement with Unison in the amount of $203,073 to purchase a defined easement for the cell site at Fire Station 13 through March 31, EXECUTIVE SUMMARY Approval of the recommended action will assign a defined easement for the cell tower site located at Fire Station 13 to Unison and provide a lump sum, one-time payment of $203,073 to the City in exchange for the current scheduled rent stream of $1,651 per month (plus escalators) for the term of the assigned easement (expiring March 31, 2023). In addition, any future rent received by Unison over and above the current base monthly fee shall be split 50/50 between the City of Fresno and Unison. Ownership of the overall property remains with the City subject to the easement. BACKGROUND On April 1, 1993, City Council approved an agreement with Contel Cellular of California, Inc., a California public utility corporation, to license certain real property together with access and utility easements located at Fire Station 13 for the purpose of constructing, maintaining, and operating a communications facility, including tower structures and related equipment. Crown Castle GT Company LLC is currently the licensee under the license as successor in interest to the original licensee (Contel Cellular of California, Inc). The term of the original agreement was 25 years, expiring March 31, 2018, and the agreement provides for a monthly license fee payable to the City of Fresno that is adjusted every five years by the CPI. In 2013, Crown Castle GT Company LLC requested an extension of the existing agreement and on February 6, 2014, City Council approved a five-year term extension to March 31, 2023, for a onetime, lump sum payment of $10,000. The current monthly fee is $1, and provides $19,815.36

2 REPORT TO THE CITY COUNCIL Unison Agreement with the City of Fresno May 22,2014 Page 2 in General Fund revenues annually This amount will be subject to another CPI adjustment in April In late 2013 the Fire Department was also contacted by Unison about the possibility of assignment of the Crown Castle GT Company LLC agreement. Under the proposal, Unison will receive the currently scheduled monthly rent stream (including escalators) for the remaining term of the original agreement in exchange for a one-time, lump sum payment of $203,073. In addition, if Unison engages any future tenants on the cell site, any rental revenues would be split 50/50 between the City of Fresno and Unison. Ownership of the overall property remains with the City of Fresno subject to the easement. There will be no General Fund impact in FY After approval of the agreement, it routinely takes days for inspections and completion of the required documents before Unison would remit any funds. It is estimated the lump sum payment would be received in FY 2015 and staff will return to City Council at that time to process any annual appropriations resolution. The City Attorney's Office has reviewed and approved as to form the proposed Agreement. ENVIRONMENTAL FINDING By the definition in the California Environmental Quality Act (CEQA) Guidelines Section 15378, an agreement to purchase an easement does not qualify as a "project" as defined CEQA. LOCAL PREFERENCE Local preference was not considered because the purchase of an easement does not include a bid or award of a construction or services contract. FISCAL IMPACT There is no General Fund impact in FY It is estimated the lump sum payment would be received in FY 2015 and staff will return to City Council at that time to process an annual appropriations resolution. Upon execution of this agreement and receipt of the one-time lump sum payment of $203,073, the Fire Department would no longer appropriate General Fund revenues of approximately $19,800 annually through FY Attachment: Agreement between City of Fresno and Unison

3 UNISON 340 Madison Avenue, Suite 12F, New York, NY 10'!73 April 15,2014 City offresno c/o Fresno Fire Dept. ChiefKerri L Donis 911 H Street Fresno, CA The offer is subject to due diligence and is based on the assumptions listed below: Crown Castle tower Clearwire and TBD as tenants $1, current monthly rent $1, purchased monthly rent CPI5 year term (Crown Castle) escalation Site #: Dear ChiefDonis: Thank you for your interest in our cell site lease conversion program. After analyzing the information you provided, Unison is prepared to offer you a lump sum of$203,073 if the offer is accepted by May 23,2014. Our offer is to purchase a defined easement for the cell site. Unison will receive the currently scheduled rent stream (including escalators) for the term ofthe easement, and agrees that for all rent over and above this amount received on the cell site, Site Owner will collect 50% and Unison will collect 50%. The final amount ofour offer is subject to due diligence and confirmation of your monthly rent escalators and site tenants. The appeal of the Unison deal: Convert your lease into cash: Unison Site Management, LLC. is rapidly building a nationwide portfolio of cell site leases. Our program allows you to convert your lease into hard cash on a potentially tax efficient basis. The telecom industry is changing rapidly, with three major mergers taking place in the last year alone, and we encourage you to understand and consider your options now. Secure your asset: With our lump sum cash offer, the value ofyour lease asset will no longer be dependent on future rent payments. This payment is yours regardless ofwhat happens to your site in the future-even if you sell the property. You can invest your capital payment in real estate, stocks, bonds, or your own business. Receive substantial tax savings: For the typical site owner, Unison's lump sum program is taxed at lower capital gains rates as opposed to ordinary income rates on rent income. This can reduce taxes by up to 50%. A Starker 1031 Exchange election may allow you to defer taxes altogether while investing the Unison proceeds in another real estate asset. Please consult your financial advisor to determine your specific tax situation. Ifyou have any questions, please contact me directly at (917) I look forward to discussing our offer with you at your earliest convenience. Unison Site Management Phone: (212) Fax: (212)

4 u April 15, 2014 ON 340 Madison Avenue, Suite 12F, New York, NY Terms of Agreement * Our signatures below acknowledge that these are the business terms upon which this transaction will be completed. However, the terms of this agreement are subject to due diligence and final Underwriting commitment by Unison, and receipt by Unison of all required documentation, including but not limited to the complete Carrier lease(s), proof of scheduled monthly rent(s), escalator(s), and Carrieres). By signing and dating below, Unison will endeavor to close this transaction within 90 days of the date of your acceptance of these business terms. The terms of this agreement will expire in six (6) months unless extended by mutual consent * When used herein, the terms Unison and Site Ownershall refer to Unison and the Site Ownerand their respective successors and/or assigns. Site #: Site Address: 815 E. Nees Avenue (Fresno Fir, e Station #13), Fresno, CA Purchaser: Unison Site Management ("Unison") Seller ("Site Owner"): City of Fresno c/o Fresno Fire Dept Tenant/Carrier(s): Crown Castle tower with Clearwire and TBD as tenants Current Rent: $1,65 LOO Purchased Rent: $1,65 LOO Escalator: CPI 5 year teml (Crown Castle) Term of Easement Purchased: Perpetual Easement Area: Ground space around the tower described by existing wireless service provider leases including equipment footprints and access and utility easements. Purchase Price: $203,073 The purchase price shall be the gross purchase price from which will be netted: Pro-rated rentfor the remainderofthe month ofclosing plus the next two months (Site Owner shall be entitled to cash and retain the rent check(s) for the pro-rated periods); Title company escrow, search andpremium fees for the Owner'sform policy to be providedto Unison; and Transfer taxes (ifany). Other Transactional Terms: Unison will receive the currently scheduled rent stream (including escalators) for the terrn of the easement, and agrees that for all rent over and above this amount received on the cell site, Site Owner will collect 50% and Unison will collect 50%. In addition, Unison agrees to pay a onetime expense fee of up to $2,500 to cover the Site Owner's closing costs. Offer Expiration Date: May 23, 2014 * Site Owner agrees to provide Unison with all due diligence items listed under the Document Checklist on the following page at the point of execution of this agreement by the Site Owner. Site Owner also agrees to provide comments (ifany) to the Easement and Assignment agreement within 14 days ofthe execution ofthis agreement The terms ofthis offer will expire if such comments are not provided within 14 days ofthe execution ofthis agreement by the Site Owner. As noted on page 2 hereto, if there is a mortgage on the property, Site Owner agrees to obtain a Non-Disturbance Agreement ("NDN') from the lender. If the NDA is impossible to obtain, site owner may request a risk assessment to determine whether Unison will close without the NDA. If the NDA requirement is waived, the purchase price will automatically be reduced by at least 10 times the monthly rent at closing. J Site Owner Date: Unison Site Management Phone: (212) Fax: (212)

5 UNISON 340 Madison Avenue, Suite 12F, New York, NY Document Checklist 1. LANDLORD ENTITY TAX ID # or SSN: 2. I agree to provide my Unison representative with the following information required for closing: ~ Full copy ofeach Telecommunications Tenant Agreement, including any addenda, amendments, ~ assignments, notice or exercise letter 00 Commencement date verification ofeach Telecommunications Tenant Agreement and copies ofat least the last three months' rent checks ~ All available correspondence from Telecommunications Tenants o ProofofSite Owner's existence and authority, as applicable: (Entity Documents - Corporate filing receipt, Certificate ofgood Standing, Articles ofincorporation, Articles offormation, By-laws, Operating Agreement; Partnership Agreement; Trust Agreement; Probate documents, Death Certificate; Divorce Decree; Property Management ~ Agreement) ~ -.l..j..--/ Deed Q Survey ofproperty ~~,.J, r;;. 0 ~"'IfHN ~ Ifthere is a mortgage on the property, Site Owneragrees to obtain a Non-Disturbance Agreement from the lender 3. The following documents will substantially expedite closing: Construction Drawings/Site Plans for the Telecommunication Tenants' installations Title Report or Title Insurance Policy Existing Environmental Reports, if applicable (Phase I or 2 or comparable) Current Tax Bill for property ().AJ 1V"'t>~ Appraisal or Fair Market Valuation (particularly if Lender may not easily provide Non-Disturbance and Attornment Agreement) Site Plan Site Owner Signature Date signed: Site Owner Contact information ~omey Contact Information Name: Phone: Name: Phone: Brandon M. Collet, Deputy 5~2':e41~:z;500 Fax: Fax: Mortgage (ifnone, please indicate below) Lender Name: Phone: Mortgage Amount: Fax: Lender Contact: Unison Site Management Phone: (212) Fax: (212)

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