HomeMy WebLinkAboutMINUTES - 08072001 - C.69 TO: - BOARD OF SUPERVISORS -6 Contra
FROM: JOHN SWEETEN, CAO Costa
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DATE: AUGUST 7, 2001 ��
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SUBJECT: APPROVE LEASE/PURCHASE: FINANCING _.::-= County
FOR COUNTY TENANT IMPROVEMENTS AT TWO LEASED FACILITIES
IN THE AMOUNT OF $7,250,000
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE an agreement with Transocean Funding, Inc. to finance County tenant
improvements at two leased facilities, '1275 Hall Avenue, Richmond, CA and 1340 Arnold Drive,
Martinez, CA, in an amount not to exceed $7,250,000, and AUTHORIZE the Director of
General Services to execute said agreement and take any other action as required to
consummate and implement the agreement.
FISCAL IMPACT:
Approximately $832,000 annually in lease payments will be charged to the Department of
Employment and Human Services through 2011. These costs are categorized as general
overhead in the Department's claim for funding to the State; 80% of these costs, or $666,000,
are reimbursed by the State, with the balance of $166,000 per year paid by the County (net
County cost). The annual lease payments are included in the EHS Department's FY 2001/02
Proposed Budget.
Approximately $85,000 in annual lease payments will be charged to the Mental Health Division
of the Health Services Department over the same period. The State will reimburse the
Department for 87% of lease costs, or $74,000. The balance of lease costs, $11,000 annually,
will be paid by the County (net County cost). These lease payments are included in the Health
Services Department's FY 2001/02 Proposed Budget.
The interest rate for financing of the tenant improvements through this agreement (5.36%) is tax-
exempt and represents a saving of 3.57% over commercial taxable interest rates of 8.93%.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD O _APPROVE AS RECOMMENDED X_ OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
�} AND CORRECT COPY OF AN ACTION TAKEN
y UNANIMOUS(ABSENT Jr AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES:_ SHOWN.
ABSENT: ABSTAIN:
ATTESTED i
CONTACT: JOHN$WEETEN,CLERK OF THE BOARD
OF SU ERVISORS AND COUNTY
ADMINISTRATOR
CC: CAO—Capital Facilities&Debt Management
BY DEPUTY
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BACKGROUND:
Source and Uses of Funds
1. Sources of Funds:
Principal Amount $6,600,000.00
Capitalized Interest (1) 375.545.00
Total Borrowing (2) $6,975,545.00
(1) Capitalized interest is added to the borrowing because the County cannot
legally make a lease payment until it has beneficial use of the improvements.
The first lease payment is due in February, 2002.
(2) This Board Order requests authorization to enter into an agreement for an
amount not to exceed $7,250,000. The difference of $274,445 in the total
borrowing allows the County to increase the principal amount if estimates for
needed improvements increase or in response to other unforeseen conditions.
The actual borrowing will be limited to estimated costs at time of closing.
2. Uses of Funds:
1275 Hall Ave 1 1340 Arnold Dr Total
Construction $4,500,000 $424,000 $4,924,000
-Landscape Furniture 1,500,000 50,000 1,550,000
Other Costs 126,000 126,000
Total $6,000,000 $600,000 $6,600,000
(1) The total project cost of the tenant improvements at 1275 Hall Avenue is
$7,200,000. The lessor is contributing $1,200,000 to the total, leaving the
balance of$6,000,000 to be financed by the County.
1275 Hall Avenue, Richmond
On April 24, 2001 the Board of Supervisors approved a lease with DVK Realty Ventures, Inc. for
60,000 square feet of office space at 1275 Hall Avenue in Richmond for the use of the
Employment and Human Services Department. This lease represents the solution to long-
standing EHSD space needs in West County, allowing the Department to vacate substandard
space elsewhere in the City of Richmond. The initial term of the lease is for 10 years and the
lease includes two optional ten-year extensions. The lease does not provide an option to
purchase the building.
1340 Arnold Drive, Suite 200, Martinez
On June 19, 2001 the Board of Supervisors approved a lease for 9,000 square feet of office
space for use by Mental Health Administration. This space allows for the consolidation of
Mental Health Administration, including staff displaced by the fire at 1805 Arnold Drive, Martinez
this past May. This staff is temporarily located at the Assessor's former office, 834 Court,
Martinez. The lease for Suite 200, 1340 Arnold Drive commences December 1, 2001 for a 10-
year term.
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PIASTER LEASE/OPTION AGREEMENT
dated as of September 26, 2001,
between
TRANSOCEAIN FUNDING,INC.,
as Lessor
and
COUNTY OF CONTRA COSTA,
as Lessee
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ARTICLE I
CAPACITY OF PARTIES TO LEASE
This MASTER LEASE/OPTION AGREEMENT("Lease") is entered into by and between the County of
Contra Costa, a political subdivision of the State of California ("Lessee") and Transocean Funding, Inc., a Nevada
corporation ("Lessor") for the personal property and tenant improvements described on Exhibit B ("Property"),
attached hereto and incorporated by reference herein. Lessor and Lessee represent that they each have full power
and authority to execute and to deliver this Lease, to enter into the transactions contemplated by this Lease, and to
carry out their mutual obligations hereunder. Upon execution of the Lease by all parties, this Lease will constitute a
legal, valid and binding agreement enforceable against the Lessee in accordance with its terms. Lessee covenants
and agrees to do all things within its power to preserve and keep the Lease in full force and effect, subject to Section
4.2 (c) hereof. Lessee represents and warrants that the Lease of the Property is necessary and essential to enable the
Lessee to operate, maintain and provide governmental services, and that the Lease Payments during the Lease Term
(as such terms are defined herein)are equivalent to,and do not exceed, the fair rental value for the Property.
ARTICLE II
LEASE OF PROPERTY
Section 2.1. Lease. Lessor hereby leases the Property to Lessee, and Lessee hereby leases the Property
from Lessor, upon the terms and conditions set forth in this Lease.
Section 2.2. Possession and Enjoyment. Lessor hereby covenants to provide Lessee during the term of this
Lease with the quiet use and enjoyment of the Property, and Lessee shall during the term of the Lease peaceably and
quietly have and hold and enjoy the Property, without suit or hindrance from Lessor, except as expressly set forth in
this Lease. Lessor will, at the request of Lessee and at Lessee's cost,join in any legal action in which Lessee asserts
its right to such possession and enjoyment to the extent Lessor lawfully may do so.
Section 2.3. Lessor Access to Property. Lessee agrees that Lessor shall have the right at all reasonable
times to examine and inspect the Property. Lessee further agrees that Lessor shall have such rights of access to the
Property as may be reasonably necessary to cause the proper maintenance of the Property in the event of failure by
Lessee to perform its obligations hereunder.
ARTICLE III
WARRANTIES
NEITHER LESSOR NOR ANY ASSIGNEE OF LESSOR MAKES ANY WARRANTIES WITH
RESPECT TO THE PROPERTY, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF MERCHAiNTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND
EXPRESSLY DISCLAIMS THE SAME. NEITHER LESSOR NOR ANY ASSIGNEE OF LESSOR SHALL
HAVE ANY LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED
TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY THE
PROPERTY, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY ANY
INCIDENT WHATSOEVER IN CONNECTION THEREWITH ARISING IN STRICT LIABILITY, FROM
LESSOR'S NEGLIGENCE OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF
THIS LEASE AND EXPRESSLY DISCLAIM THE SAIME. The obligation of Lessee to pay the Lease
Payments as defined in Section 4.2 below, shall not be abated, impaired or reduced by reason of any claims of
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Lessee with respect to the condition, quality, workmanship, delivery, shipment, installation, defects or other matters
involving the Property.
ARTICLE IV
TERM OF LEASE; LEASE PAYMENTS;
TITLE TO PROPERTY; SECURITY INTEREST
Section 4.1. Lease Term. Following Lessee's execution of said Lease, this Lease shall become effective
upon the execution hereof by Lessor. The term of this Lease ("Lease Term") shall commence and end as defined in
Exhibit C applicable to the Property.
Section 4.2. Lease Payments.
(a) Lessee agrees to pay total lease payments ("Lease Payments") set forth in Exhibit C respecting the
specific schedules of Property to which such exhibit relates, including interest, on the dates and in the amounts
specified in an Exhibit C, for and in consideration for the right of possession of, and continued quiet use and
enjoyment of, the Property during each payment period. Said Lease Payments shall be payable without notice or
demand at the office of the Lessor specified in this Lease (or such other place as Lessor may from time to time
desicynate in writing) on the business day preceding the payment dates set forth in such Exhibit C. Any notice,
invoicing, purchase orders, quotation or other forms or procedures required by Lessee as a condition precedent to
payment shall be fully explained and provided to Lessor or its assignee sufficiently in advance of payment due date
for the completion thereof by Lessor or its assignee prior to such payment date. Except as provided in Section
4.2(c) hereof, Lease Payments shall be paid absolutely and unconditionally in all events and without assertion of
any right to any set-off, defense or counterclaim.
(b) Lessee reasonably believes that funds will be available to make all Lease Payments during the Lease
Term and hereby represents that the County officials responsible for preparing budgets for payments of sums due
hereunder will do all things within the normal course of business to recommend that Lease Payments be made. It is
Lessee's intent to make Lease Payments for the full Lease Term to the extent it has legally available funds.
(c) If sufficient funds are not appropriated by Lessee's Board and other funds, if any, are not legally
available for payment of the Lease Payments due during the succeeding fiscal year of Lessee and if Lessee provides
Lessor with written notice of such non-appropriation ninety (90) days prior to the expiration of the fiscal year for
which funds were appropriated, the Lease shall terminate and be cancelled and Lessee shall immediately, upon the
exhaustion of the funding authorized for the then current fiscal year, surrender possession of the Property in the
same condition as when delivered to the Lessee, without any rights of Lessee in and to the Property.
(d)Reserved.
(e) Lease Payments for each payment period during the term of this Lease shall constitute the total amount
due for said payment period, and shall be paid by Lessee for and in consideration of(1) the right of possession of,
and the continued quiet use and enjoyment of the Property during each such payment period, and (2) the option to
purchase the Property by payment of the amount prescribed in Article XI.
(f) Lessor and Lessee understand and intend that the obligation of the Lessee to pay lease payments
hereunder shall constitute a current expense of Lessee, and shall not in any way be construed to be a debt of Lessee
in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of
indebtedness by Lessee.
Section 4.3. Title to Property: Security Interest. To secure all of its obligations hereunder, Lessee hereby
grants to Lessor a security interest in any and all right, title and interest of Lessee in the Property, agrees that this
Lease may be filed to evidence such security interest, and agrees to execute and deliver all instruments as necessary
or appropriate to evidence such security interest.
Lessee shall have no right, title or interest in the Property or any additions, repairs, replacements or
modifications thereto except as expressly set forth in the Lease.
Section 4.4. Office Lease Representations. Lessee hereby represents to Lessor that(a)except as otherwise
indicated on Exhibit B attached hereto, the Property will be located in the leased premises at the locations identified
on Exhibit B hereto pursuant to an existing office lease between DVK Realty Ventures, Inc. and Lessee and an
existing office lease between Cranbrook Realty Investment Fund, L. P. dba Muir Parkway Office Center,and Lessee
(together, the "Office Leases"),(b) Lessee has furnished true and complete copies of the Office Leases to Lessor, (c)
the Office Leases have not been amended or supplemented and are in full force and effect, (d) Lessee will pay all
amounts when due under the Office Leases and will comply with all other terms and conditions of the Office
Leases, and(e) no event currently exists as far as the Lessee is aware that constitutes, or with the giving of'notice or
the passage of time or both would constitute,an event of default either by Lessee under an Office Lease or by a
lessor under a Office Lease(a "Office Lease Default").
Lessee(a) will comply with all of its obligations under the Office Leases, (b) will not amend or supplement
either Office Lease in any manner that may decrease the term thereof or otherwise adversely affect Lessor's interest
in the Property or Lessee's interest in the space where the Property is located, (c) will promptly furnish copies of any
amendments or supplements of either Office Lease to Lessor, (d) will not voluntarily terminate either Office Lease
prior to the expiration of the term specified therein, and (e) will promptly notify Lessor in writing of any Office
Lease Default of which it has knowledge.
ARTICLE V
USE; REPAIRS; ALTERATION
Section 5.1. Use: Repairs. Lessee shall use the Property in a careful manner and shall comply with all
laws, ordinances and regulations relating to, and shall pay all costs, claims, damages, fees and charges arising out
of, the Lease and the Property. Lessee, at its expense, shall keep the Property in good condition. .
Section 5.2. Alteration. Lessee may make any alterations, additions or improvements to the Property
provided such alterations, additions or improvement do not diminish the value of the Property and do not create any
liens or encumbrances on the Property.
ARTICLE VI
LOSS; IRREPARABLE DAIMAGE
Lessee shall bear the entire risk of loss or damage to the Property from any cause whatsoever, and no such
loss or damage to or condemnation of the Property nor defect therein nor unfitness or obsolescence thereof shall
relieve Lessee of the obligation to make Lease Payments or any other obligation under the Lease, except as
provided in subparagraph (b) below. In the event of damage to the Property, Lessee shall immediately place the
same in good repair. If Lessor determines that the Property is destroyed or damaged beyond repair, or condemned,
Lessee at its option and its sole cost shall:
(a) replace the same with new improvements of equal or greater value, or
(b)pay Lessor in cash all of the following: (i)all amounts then owed by Lessee to Lessor under this Lease,
and (ii) an amount equal to the total acquisition cost of the Property paid for by Lessor plus any applicable
premiums, non-asset funded amounts (including unamortized costs of issuance) and costs incurred by Lessor in
reviewing such non-replacement less the principal component of the Lease Payments previously made by Lessee for
the Property as determined by Lessor prior to payment of such portion of the Prepayment Purchase Price(in Exhibit
C)by Lessee(the "Proportionate Purchase Price"). Upon Lessor's receipt of such payment, Lessee shall be entitled
to whatever interest Lessor may have in the Property in its then condition and location, without warranty expressed
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or implied, and in the event of payment of such Proportionate Purchase Price, the portion of Lease Payments
relating to the destroyed or condemned item, in the amount determined by Lessor, shall be abated.
The risk of loss and damage that the Lessee agrees to assume under this Section shall be insured against
under Article VII below respecting insurance. From Lessee's insurance proceeds (or other funds if Lessee breaches
its obligation to insure), the Lessee is obligated to repair the Property, or if repair is not possible, to either replace
the Property or pay the Lessor the value of the Property pursuant to the procedure for the Proportionate Purchase
Price set forth above.
When the Proportionate Purchase Price is paid to Lessor, the portion of the Lease Payment equivalent to
the lost or destroyed Property, for which the Proportionate Purchase Price is paid to Lessor, shall be abated.
ARTICLE VII
INSURANCE
Lessee shall, during the term of this Lease, insure all Property under this Lease against casualty
occurrences, including the perils of fire, lightning, windstorm, hail, explosion, aircraft, vehicles, smoke, riot, civil
commotion, strikes, locked-out workmen or theft, burglary and water damage in an amount equal to the higher of
total unpaid balance of the acquisition cost at the time (plus any unpaid charges and expenses and any unamortized
costs of issuance) or the cost of replacement of all Property and shall insure public liability and property damage
insurance sufficient to protect Lessor from liability in all events. Insurance shall be maintained by self-insurance or
with standard insurers, reasonably acceptable to Lessor, and the Lessee shall give the Lessor thirty days notice of
cancellation or non-renewal. Lessee shall procure during the term of this Lease rental interruption insurance equal
to at least the lease payments due hereunder for the following IS months as of the commencement date of the
insurance, with third parry insurers reasonably acceptable to Lessor.
All payments for physical damage to Property and rental interruption insurance shall be payable to the
Lessor or other assignee as additional insured as their interest may appear under the terms and conditions of the
Lease. Upon acceptance of the Property and upon each insurance renewal date, Lessee shall deliver to Lessor or its
assignee a duly authenticated Certificate evidencing such insurance. In the event of any loss, damage,injury or
accident involving the Property, Lessee shall promptly provide Lessor with written notice thereof and make
available to Lessor all information and documentation relating thereto.
ARTICLE VIII
LIENS AND TAXES
Lessee shall keep the Property free and clear of all levies and encumbrances. Lessee shall pay, when due,
all charges and taxes (local, state and federal) including, but not limited to sales, use, excise and property taxes and
penalties and interest advanced upon behalf of the Lessee which may now or thereafter be imposed upon the
ownership, leasing, rental, sale, purchase, possession or use of the Property, excluding, however, all taxes on or
measured by Lessor's net taxable income. If Lessee fails to pay said charges and taxes when due. Lessor shall have
the right, but shall not be obligated, to pay said charges and taxes. In the event the Lessor has paid such charges or
taxes, Lessee shall pay immediately Lessor the amount advanced upon behalf of the Lessee.
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, Lessee shall indemnify Lessor against and hold Lessor harmless from any
and all claims, actions, proceedings, expenses, damages, liabilities, costs or similar charges of whatever nature,
including environmental claims, and environmental consultants' or attorney's fees, arising out of or connection with
the Property.
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To the extent permitted by law, Lessee shall indemnify Lessor and hold Lessor harmless against any and all
claims, actions, proceedings, expenses, liabilities, damages, costs or similar charges of whatever nature, including
attorneys' fees, in connection with any property or transfer taxes which may be assessed against the Property or the
transaction contemplated by this Lease.
Lessee represents, warrants and covenants that throughout the term of this Lease it will not take or permit
any of its officers, employees or agents to take any action which would cause the tax-exempt nature of the
obligations evidenced by this Lease to be contested, challenged or denied by applicable governmental authorities.
In the event any such action by Lessee results in the denial or revocation of the tax-exempt status of such
obligations, Lessee shall be responsible for all taxes, penalties, and interest arising in connection therewith to Lessor
Or any assignee.
ARTICLE X
ASSIGN NIENT AND SUBLEASING
Section 10.1. Assignment by Lessor. This Lease, and the obligations of Lessee to make payments
hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees
(INCLUDING PAYING AGENTS OR TRUSTEES) by Lessor at any time subsequent to this execution, without
the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or reassignment shall
be effective unless and until Lessee shall have received notice of the assignment or reassignment disclosing the
name and address of the assignee or subassignee. Upon receipt of notice of assignment, Lessee agrees to reflect in a
book entry the assignee designated in such notice of assignment, and to make all payments to the assignee
designated in the notice of assignment, notwithstanding any claim, defense, set-off or counterclaim whatsoever
(whether arising from a breach of this Agreement or otherwise) that Lessee may from time to time have against
Lessor, or the assignee. Lessee agrees to execute all documents, including notices of assignment and chattel
mortgages or financing statements which may be reasonably requested by Lessor or its assignee to protect their
interests in the Property and in this Agreement. Upon assignment by the Lessor, Lessee shall make payments only
to assignee or a designated agent of assignee.
UPON REQUEST BY AN ASSIGNEE OF LESSOR,LESSOR SHALL DECLARE ITSELF AGENT
pursuant to a Paying .Agency Agreement between Lessor and First National Bank of Central California, as paying
agent or any successor paying agent. Pursuant to any Paying Agency Agreement, Lessor has agreed to maintain a
register containing the names and addresses of such registered owners. Lessor hereby agrees that upon execution
and delivery of the Paying Agency Agreement it will provide a confirmation of same to Lessee.
Section 10.2. No Sale, Assignment or Subleasing by Lessee. THIS LEASE AND THE INTEREST OF
LESSEE IN THE PROPERTY MAY NOT BE SOLD, ASSIGNED, SUBLEASED OR ENCUMBERED BY
LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD BY LESSOR AND SHALL BE SUBJECT TO ASSUMPTION BY THE
NEW ASSIGNEE OR SUBLESSEE OF LESSEE OF ALL TERMS OF THIS LEASE, AND COMPLIANCE
WITH THE TERMS THEREOF. ANY SUBLEASE SHALL BE SUBORDINATE TO THIS LEASE AND
SHALL NOT AFFECT ANY OBLIGATIONS OF LESSEE HEREUNDER, AND LESSEE SHALL
EXECUTE AND FILE SUCH EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY
LESSOR.
ARTICLE XI
OPTION TO PURCHASE; DEFEASANCE
Lessee shall have the option to purchase the Property commencing on the first anniversary of the effective
date of the Lease and on each succeeding annual anniversary of such date thereafter at the written request of the
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Lessee, delivered to the corporate offices of the Lessor ninety (90) days prior to such date on which Lessee intends
to exercise its purchase option, at a price equal to the Prepayment Purchase Option Price set forth in Exhibit C. The
Prepayment Purchase Option Price set forth in Exhibit C assumes the Lease Payment due on the same date has been
paid. Upon payment of the Prepayment Purchase Option Price set forth in Exhibit C and any Lease Payments due,
and upon satisfaction of Lessor that Lessee is not on such date in default pursuant to any term of this Lease. Lessor
shall deliver to Lessee a full release of Lessor's right, title or interest of Lessor in and to the Property, and shall
execute such instruments as Lessee may reasonably require. Lessee shall be responsible for paying any and all costs
and expenses associated with the release of the Lessor's interest in the Property and the conveyance to Lessee of
such title and interest Lessor has in the Property, including any and all escrow and title charges, taxes or impositions
with respect thereto.
Section 11.2. Defeasance of Rental Payments. Lessee may at any time irrevocably deposit in escrow with
a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing
under a Schedule of Property, a sum of cash and non-callable securities consisting of direct obligations of, or
obligations the principal of an interest on which are unconditionally guaranteed by, the United States of America or
any agency or instrumentality thereof, in such aggregate amount, bearing interest at such rates and maturing on such
dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and
interest of Lessor in the Property under said Schedule of Property shall terminate. Lessee shall cause such
investment to comply with the requirements of federal tax law so that the exclusion from gross income of the
interest component of Rental Payments on said Schedule of Property is not adversely affected.
Section 11.3. Mandatory Prepayments.
(a) In the event Lessor does not receive, within 30 days from the date of funding of the Lease, the
landlord and mortgagee waivers,construction contracts, purchase orders and payment and performance bonds with
respect to any item of Property required by Section 2.02 of the Escrow Agreement(the "Escrow Agreement")of
even date hereof among Lessor, Lessee and First National Bank of Central California, as escrow agent, Lessee shall
prepay the Lease Payments attributable to that item of Property by paying the principal amount thereof, plus the
accrued interest portion thereof, from sums available in the Property Acquisition Fund under the Escrow Agreement
and from any other legally available funds.
(b) In the event moneys in the Property Acquisition Fund in excess of$100,000 are to be paid to
Lessor to reduce the outstanding Lease Payments in accordance with Section 2.03(b)of the Escrow Agreement,
Lessee shall prepay a portion of the Lease Payments by paying the principal amount thereof plus the accrued
interest portion thereof from such moneys in the Property Acquisition Fund.
(c) Following such prepayments. Lessor shall provide Lessee with a revised amortization schedule
reflecting such prepayments.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default. An event of default ("Event of Default") under the Lease means the
occurrence of any one or more the following events:
(a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with
the terms of this Lease, and any such failure continues for ten(10)days atter the due date thereof,
(b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or
observed by it hereunder or under the Lease and such failure is not cured within thirty(30) days after written notice
by Lessor;
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(c) The discovery by Lessor that any material statement, representation or warranty made by Lessee in the
Lease or in writing ever delivered by Lessee pursuant to or in connection with the Lease is false, misleading, or
erroneous in any material respect; or
(d) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or applies for,
consents to, or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part
of its Property; or in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is
appointed for Lessee or a substantial part of its Property and is not discharged within thirty (30) days: or any
bankruptcy, reorganization, debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency
law, or any dissolution or liquidation proceedings, is instituted by or against Lessee and, if instituted against Lessee.
is consented to or acquiesced in by Lessee or is not dismissed within thirty(30)days.
Section 12.2. Remedies. Upon the occurrence of an Event of Default under Section 12.1 of the Lease and
as long as such Event of Default is continuing, Lessor may. at its option, exercise any one or more of the following
remedies:
(a) By written notice to Lessee, declare all amounts becoming due and payable under the Lease and during
Lessee's current fiscal period to be immediately due and payable and during each succeeding fiscal period to be due
and payable in such period;
(b) By written notice to Lessee, request Lessee to, and Lessee agrees that it will, promptly surrender
possession of the Property to Lessor and permit Lessor or any party designated by Lessor quiet enjoyment and use
of the Property;
(c) Enter and take immediate possession of the Property;
(d) Sell or sublease the Property for the account of Lessee (including lease or sublease to any existing
users), holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling,
leasing, or subleasing and for the difference between the purchase price, rental and other amounts paid by the
purchaser, Lessee or sub-lessee pursuant to such sale, lease or sublease and the amounts payable by Lessee
hereunder for the remaining Lease Term, but Lessee's liability under this subsection (d) shall not exceed the
remaining amounts payable by Lessee during Lessee's current fiscal period; or
(e) Exercise any other right, remedy or privilege which may be available to it under applicable laws of the
State of California, or proceed by appropriate court action to enforce the terms of the Lease or to recover damages
for the breach of the Lease, or to rescind the Lease as to any or all of the Property.
ARTICLE XIII
TAX COVENANTS AND EXPECTATIONS
Section 13.1. Tax Covenants. Lessee covenants that it will not take or permit any of its officers, employees
or agents to take any action with respect to the Lease, the Property or the property described in Exhibit B to the
Escrow Agreement(the "Financed Property")(including allowing such Property or Financed Property to be used in
any private use), which would cause the Lease to be classified as a "private activity bond" or an "arbitrage bond" or
"federally guaranteed" within the meanings of Sections 141, 148 and 149 respectively of the Internal Revenue Code
of 1986, as amended or superseded (the "Code"), and any regulations from time to time adopted thereunder or
which would cause the interest portion of the Lease Payments to become includible in gross income under the Code,
and the Lessee covenants that it will take all actions necessary to maintain such exclusion from gross income under
the Code. In addition, the Lessee hereby represents that it is a public body corporate and politic and that.all of the
net proceeds of the Lease are to be used for local governmental activities of the Lessee. The Lessee further
covenants that it will comply with the information reporting requirements of Section 149(e) of the Code, including
filing of Form 8038-G with respect to the Lease.
7
1
Section 13.2. Expectations. Lessee represents, warrants and covenants as follows with regard to the Lease,
to its best information, knowledge and belief:
(a) Lessee has entered into a contract to lease with option to purchase the Property in order to finance the
costs of the Financed Property. The acquisition of the Financed Property by Lessor will proceed with due diligence
and all proceeds received from the Lessor will be spent within six months of the date of the funding of this Lease as
to personal property and within two years of the date of the funding of this Lease as to real property (provided for
real property that 10% of the funds are spent within the first six months following funding, 45% within the first
year, 75%within 18 months and the balance within two years).
(b) No lease payment account has been or will be established with respect to the Lease. Lease Payments
will be paid directly to the Lessor or its Assignee.
(c) An escrow fund for proceeds of the Lease is being established pursuant to that certain Escrow
Agreement of even date herewith, among the Lessor, Lessee and First National Bank of Central California, as
escrow agent. No reserve fund or similar fund has been or will be established by Lessee with respect to the Lease.
(d) Lessee has not established and does not expect to establish any sinking fund from which Lease
Payments under the Lease will be paid or any fund for which there is reasonable assurance that amounts therein will
be available to pay such Lease Payments if Lessee encounters financial difficulties.
(e) Lessee has neither received notice that its certification may not be relied upon with respect to its
obligations, nor been advised that any adverse action by the Commissioner of Internal Revenue is contemplated
with respect thereto.
ARTICLE ?CIV
DELIVERY OF RELATED DOCUMENTS
Lessee will execute or provide, as required by Lessor, the following documents and information
satisfactory to Lessor:
(a) Documents evidencing acceptance and delivery;
(b) Essential Use Letter regarding Property;
(c) Certificate of insurance or, at Lessor's sole option, Certificate that the Lessee is self insured under its
funded self insurance program,as is acceptable to Lessor;
(d)Current financial statements and copies of budget showing appropriations(as available);
(e)Certificate of incumbency;
(f) Resolution of Lessee approving this Lease;
(g) Acknowledgment and Consent to Assignment and/or appointment of the Paying Agent; and
(h)Other documents as reasonably requested by Lessor.
8
ARTICLE XV
MISCELLANEOUS
Section 15.1. Notices. Except where another form of notice is specifically authorized in a section of this
Lease, all notices to be given under this Lease to Lessee shall be made in writing and mailed by certified mail,
return receipt requested to: COUNTY OF CONTRA COSTA, 1220 Morello Avenue, Ist floor, Martinez, CA
94553, Atm: Lease Management, 925/313-7250; fax: 925/313-7299, email: cchan@gsd.co.contra-costa.ca.us, or
at such address as the party may provide in writing from time to time. Notices to Lessor shall be addressed to it at
Lessor's address at 111 Anza Boulevard, Ste. 107, Burlingame, CA 94010, (650) 342-2266, fax: (650) 342-9719,
email: jgcooperma@aol.com, or at such other address as Lessor or Lessor's assignee may provide in writing from
time to time, Any such notice shall be deemed to have been received five(5) days subsequent to mailing.
Section 15.2. Section Headines. All section headings contained herein are for convenience of reference
only and are not intended to define or limit the scope of any provisions of this Lease.
Section 15.3. Governing Law. This Lease shall be governed by, and construed in accordance with, the
laws of the State of California.
Section 15.4. Inventory: Registration. Lessee shall maintain a detailed inventory of each item included on
or comprising the facility that is being leased.
SECTION 15.5. AMENDMENTS, MODIFICATIONS, LESSEE WAIVERS. ALL AMENDMENTS
OR MODIFICATIONS OF THE TERMS OF THE LEASE MUST BE AGREED TO IN WRITING IN
.ADVANCE BY LESSEE AND LESSOR OR ITS ASSIGNEE; PROVIDED, HOWEVER, THAT NO
ANIENDMENTS OF THIS LEASE SHALL OPERATE TO REDUCE OR DELAY ANY LEASE
PAYMENTS TO BE MADE HEREUNDER WITHOUT CONSENT OF LESSOR AND ITS ASSIGNEE. IF
ANY,AT THE TIME OF AMENDMENT.
Lessee's initials:
Section 15.6. Entire Agreement: Waiver. This Lease and the other attachments, documents or instruments
executed by Lessee and Lessor in connection herewith, including any applicable Exhibits A through H (incorporated
by reference herein), constitute the entire agreement between the parties with respect to the Property. There is no
understanding or agreement, oral or written, which is not set forth herein. The waiver by Lessor of any breach by
Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.
Section 15.7. Execution in Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.
Section 15.8. Severability Clause. In the event of a dispute, controversy or litigation arising under this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees. In the event any provision, phrase or
term of this Agreement shall be deemed unenforceable, such unenforceability shall not affect any of the other terms
hereof and this Agreement shall be construed thereafter as including all provisions hereof except the provision or
term held unenforceable.
Section 15.9. Special Resolution. Lessor and Lessee agree that the Resolution of Lessee identified on Exhibit H
hereto is incorporated by reference herein as if fully set forth and shall apply to this Lease and to Lessor.
9
IN WITNESS WHEREOF, the Lessor has caused this Lease to be executed in its name by its duly authorized
officers, and the Lessee has caused this Lease to be executed in its name by its duly authorized officers, as of the
date set forth below.
TRANSOCEAN FUNDING, INC.,
as Lessor
By:
J ua G.Cooperman
P esident
COUNTY OF CONTRA COSTA,
as Lessee
By:—&&A &aL
Barton J.Gilbert
Director of General Services
Attest:
By:
Title:
10
EXHIBIT A
COUNTY OF CONTRA COSTA
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26,2001
The following list of Exhibits are made a part of this Lease.
Exhibit B Schedule of Property
Exhibit C Amortization Schedule
Exhibit D Certificate of Acceptance
Exhibit E Opinion of Lessee's Counsel
Exhibit F Certificate of Essential Use
Exhibit G Proof of Insurance
Exhibit H Board Order
Exhibit I Incumbency Certificate
A-1
i
EXHIBIT B
DESCRIPTION OF PROPERTY
1275 HALL AVENUE, RICHMOND, CA
Personal Property to be acquired and located at 1275 Hall Avenue, Richmond, CA under the
Master Lease/Purchase Option Agreement (Lease Agreement) and Escrow Agreement dated as
of September 26, 2001 between Transocean Funding, Inc. and Contra Costa County and located
at 1275 Hall Avenue, Richmond, CA
Description Value
Office Landscape Partitions 1,387,000.00
228 Work stations
32 offices
18 printer stations
Card Key Access Security System 75,000.00
Security Monitoring System 15,000.00
Fire Detection Control System 27,550.00
Data Switch & Routers 300,000.00
Signs 22,000.00
Flooring 215,000.00
Computer & Printers for 306 Workstations 765,000.00
@S2,500.00 each
Ergonornic Work Station Chairs-300 @ $300.00 each 90,000.00
Phone Switch & Instruments 222,240.00
Conference Room Furnishings 44.000.00
4 Large Conference Rooms @,$5,000.00 each
8 Small Conference Rooms @$3,000.00 each
SUB-TOTAL $ 3,162,790.00
Personal Property-Vehicles as listed on the following page acquired under the Lease and Escrow
Agreements:
19- Midsize Sedans @ S17,000.00 each 323,000.00
3- '/a Ton Cargo Vans @.$21,000.00 each 63,000.00
3-Twelve Passenger Vans @$23,000 each 69,000.00
SUBTOTAL $ 4535000.00
TOTAL $ 3,617,790.00
1 OF 6
F\PERSONAL PROPERTY COLLATERALrevisedl.doc
EXHIBIT B
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2 of 6
EXHIBIT B
Tenant Improvements
1340 Arnold Drive, Suite 200,
Martinez. California
Description of Improvements
Recc,nfiguration of existing office space including selected demolition;
new drylNall/INocd frame Nail partitions; additional 'Nall and tailing
insulation; nel:v fleer coverings, Interior painting and new ceiling acoustic
unit; new interior doors and sidelites; new mini-blinds; adjustments to
existing plumbing, l=ire sprinkler, mechanical and electrical systems; new
office landscace partitions; new data cabling and telephone communications
systems; and new security and t=ire alarm systems.
itilcre detailed description of the types or improvements and cost
estimates contained in the Work Sheet for Estimated Project Cost dated 1?
July 01 and Tenant Improvements Nlental Health completed by Roger J.
Wilson Architect.
3 of 6
-r EXHIBIT B �
CONTRA, COSTA COUNTY ' dile: 250-013_ 'A.2.'
GENERAL SERVICES DEPARTMENT Date: 17-Jul-O'
Arc;itec:u'ral _'ivisicr. By: T.A.Jc?,,rsor.
WQRK SNE=7 FOR =S T 1MATED PROJECT COST
Prmec-: /a "encs c `vlentai ';;eaitn : Budget !Lne Item No.: Item
Address: -.. Ci; :te�0G `Noris Authorization No.: bV�NG =G
Current Appropriation:
Status: Scnerrat!cs
..,,:laces - „Ce -e cr ncuraticn. .neLN -3rC7.Itec::rai Sub- „nmal 1.1, - tai
` jcr'<S[aucns. -aic m anC :afa. Totals _ nsnc:'
1.00 PROPER 1 f ACQUISITION
. cs _r `:s VaL/.....................................................
J2 =Yis[ es.......... ......................................................
cilli.................................................................................... 0
2.00 CONSULTANT SERVICES
2.]1 ...............................................................................
_ J
'�Scec:=.
2.J r_—crsi:itar:t................................................................. ,
_^ ,
36 Su^,evc
.;trier ,e. .,L.._5......................................................................
c...' 7!-L . 0
o.i �` i _ _,��VICE-� . ,
3.00 PRCJE-::T MANAGEMENT
3.0' ;rc"itec:urai l-;ivisicn............................................................ 31000 3.39 2.2
^ . _
3..;'.' . ,_-?ia Phases................................... BGG X90 0.3%
...0'._ 3icc:rc:Ccrstr c:icn P`,ases.............. Z.3OG ..390 0.3
3.0 rc- _:st<'Narranr/ ?enad................ _.]CO 0.5',0 0.390
..0?.� arc3i................................................ ;GG 0.190 0.29
3.0 Z __ase ",1Gi,acerne,:[ .:iv!sicn................................................ :._OC It.::,° 0.3,6
::Zu:ic;rc:Grcures ;taintenanca............................................ _.-OC 0.5','° 0.3
JSta[icnare e r s............................................................ _.:'00 0.5°0
3.06 1-c-mmumv/ �_>ve!ccment Department.................................
3.07 '.;ti,.er Galant; Staff................................................................
3.08 7C T-L ='UN : STAFF 23,000 5.3°' 3.3°'
4.00 PERMITS, MISCELLANEOUS
' ' �ui!c:,rc -ermit................. ................. GC 0.390
liticat:cn =..a............................................................ J
_ 1y :�;hpr �.r.,f---I(S; —.�.VS................... ,� 0.0°6 0.090
C_ ..........................................
010
=.05 ':tisc. :ac/. ,rnt:rc, postage. pnotos. 'eases)...................... :00 0..9% 0.1
_ __7 c . ,c 1,525
°' '
_. .�/il+S. ��tl..lr��:_SNC..�:............................................................ O.S,o ).390
.-ATEMPlA,FARCNLC"t esumale t.F us :'t 7RQ01
4 of 6
.ONS T RUCTICN EXHIBIT B
5.01, initia+ Ccns:ruc:icr............... 1CO.000 100.0% 66.7°0
...............................................
- ange Crders ( of;tem 5.01 )................................ 20.000 5.0116 3.300
5.0� tiliii Ccnnec::cn:s........................... 0
,. ;aa -ar-et........................... 0
........................................
C:r er..................................................................... J
5.05 .-I'soes:cs Acaterrent ?C/Ccntrac:.......................................
J,g: acs of..`J� �,'�CO 1.0°.a 0.700
2' of
C.� �.L ...iVJ ':CN............:................................................................. 424,000 .06.0,o 70.7°0
.JO FURNISHINGS. LOOSE =,:UIPMENT (not included in 5.00)
,. :ce _2rescace Par.;t:cns �'CL?)...................................... =�.'CC 11.3°0 7.5%
...
o. G � ��.�e. ...................................................... r. 0.6v.i0 0.4o
:C �L= `,cics a :ata airing. ................................................... J
...',�. ..L. e,^,C" _ . Cf ....,.i. 7..x2, and 7.:, �� .......... 2. 'C0 O.J'.c 0.4%
....................................................................................
:J
CSc i49.700�:V .............................................
'.00 C"'MMUNICA7ONS ;County staff, consultants, Pa's)
7.0' ? cr as r,c,, .rC;Lcet '.r, 4C.). ....................................... i_.:C'G 3.0% 2.000
,,c .ter r, .....................
� s ,,:pct rc:;.cet: .n .,..; �?.......................... , . :!C.
3
lv Data .rC( nc:l:CeC :n JQ)................................................... _.,'C 3.0% 2.0%
C.:nt;n,genc•, �r'.�'. , .02. and -..1).................... 2.100 Milo 0.440
:5 'ner ....................................................................................
L C-,Ivl,NIUNIC.a-i CN S...................... 48 300 12.'40 3.140
3.00 PROJECT CONTINGENCY .................. 28,600 7.2% 4,3%
...............................................................
--roiec: _cst .
3.00 FINANCE- COSTS.................................................................................................. 0
10.0 'OTAL PROJE-7 COST...................................................................................... 600,125 150.0°0 100.0%
.:m
SAY............... 600,000 150.0% 100.0%
Underruni(Cverrun) = 1600.000)
ctat . clec: _ st ever .-.. , ;nmat Cinstn:c::on 5 600.125 5 tG0.000 1.�0
over.3ress Scuare Feet 3 600.125 3.735 = 74.69
5.J1' nivai C rs;n c:;cn over' ress Square Feet S 40.000 3.035 49.78
:Votes ana C-amoutauons:
_ - :asec -n ucc
-ist or ar=cnments:
_:7 r cs;s
_:a;_s - -.c- cag=s -area 3s creoarea car t.-J30.=.c:cunung.
5 of 6
E:{3131T B •
ROGER J. WILSON
A ' ` H IT F. \. T
BUDGET ES INIA7E
Tenant Improvements Mental Health - 1340 Arnold Dr.
revlsad ir0•.
Cescriptlon !Cuantity I ;Unit Cos; 17otal
1
vc^erjl ns i 0."Co.'0C i CC
I3. C c = -C.
:oarc 3 "^G!�=
G . „ =Car:: 5.CID S
iC,eres 11 St- ;is I 35C.i- ' C:'.
31Ce:,,es77arcware I n([s i t G _.
i_;�v.;,cai rata crac ra:;cr ? ;'CGiS— 7
`3Irt ^C, 3.0CCISEE r- F 'C
:mts
,att :ns ia: cr a[ ''lolls I J3CiSP l Su i 1= C
Ir:s a t i C^ at eiiii-'as I 3•"00ISF -
:?oof ra ?ecalr st \1rC '.:nets I !Unit 1..;00.00 E3C.- CGO C
at --er:or !.,Vincows I 2C.'Jnits I i25 X 1'.C:' I
Carnet 3901Yards 3a '0 Y=n:
�iarr^ ri.c - -re anc ?urclari ! 4 :OC1SF:
:'::re SOrTKierS 8.'0-0,0;SF 'c - I i'1 2CI C
I '
'is:;r:- and :nsoec:;on t I AGO :G �CC.
voimrac:ori -verneaa and Profir r•C% I 207.585 .3101 C C.75i..
7i.3C1 as
I I JC
vCte: --.;nstruc;;an Cucyet ?stirnates are �rovicec 'or reference -my and represent 3 .,rofessioral ccinion
oasec c, avadame :nicrmation. -�ct::ai construC:on _:sis n1Gy vary s;gnlfican[iv Cr, :ms Cucget
cecere;ng .,.,on throng Cr Consmact:on. --nangea conowons. .3vahaciiity of materials arc .acor. :3nc ::>,•)er ;ac:c;S
Ceycnc, the control of ;nls 'Cucget estimate.
6 of 6
EXHIBIT F
COUNTY OF CONTRA COSTA
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26,2001
CERTIFICATE OF ESSENTIAL USE
The undersigned, as Director of General Services, of COUNTY OF CONTRA COSTA (the
"Lessee"), hereby certifies that the Property described in Exhibit B to MASTER LEASE/OPTION AGREEMENT
dated as of September 26, 2001, with Transocean Funding, Inc. (the "Lease") and the Financed Property (as
defined in the Lease) is essential to the functions of the Lessee or to the services the Lessee provides.
Further, the Lessee has an immediate need for, and expects to make immediate use of, all such
Property and Financed Property, the need for which is not temporary or expected to diminish in the foreseeable
future. Such Property and Financed Property will be used by the Lessee only for the purpose of performing one or
more governmental or proprietary functions consistent with the permissible scope of authority. Specifically, such
Property and Financed Property was selected by the Lessee to be used for the following governmental purposes:
1. Health programs
2. Child Protective Services and Adult Protective Services
3. Administrative purposes
4. Mental Health programs
5. Other Employment and Human Services
This Exhibit relates to Exhibit B to the Lease.
COUNTY OF CONTRA COSTA,
as Lessee
By: &�j
Barton J.Gilbert
Director of General Services
Date: September 26, 2001
F-1
EXHIBIT G
COUNTY OF CONTRA COSTA
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26,2001
PROOF OF INSURANCE COVERAGE REQUIREMENTS
1. In accordance with Article VI of the MASTER LEASE/OPTION AGREEMENT between the
undersigned as Lessee and Transocean Funding, Inc. as Lessor ("Lease"), we have instructed the insurance agent
named below(Please fill in name, address and telephone number).
_Contra Costa County Risk Management Division
2530 Arnold Drive,Suite 350 Martinez CA 94553
925-335-8550
to issue:
(a) All Risk Physical Damage Insurance on the Property as defined in the Lease, evidenced by a Certificate
of Insurance and Long Form Loss Payable Clause naming Lessor and/or its assigns as an Additional Insured.
(b) Public Liability Insurance evidenced by a Certificate of Insurance naming Lessor and/or its assigns as
an Additional Insured.
(c) Rental Interruption Insurance evidenced by a Certificate of Insurance naming Lessor and/or its assigns
as an Additional Insured.
Proof of insurance coverage will be provided to you prior to the time that the Property is delivered and
accepted. This pertains to Property set forth on Exhibit B to the Lease.
COUNTY OF CONTRA COSTA
By:
- Nt&L4�,&A �—
Authorized Officer
Date: September 26. 2001
G-1
TO: BOARD OF SUPERVISORSI H Contra
FROM: JOHN SWEETEN, CAO
Costa
o rnn ` C ll
DATE: AUGUST 7, 2001
rte_coil+�
SUBJECT: APPROVE LEASE/PURCHASE FINANCING County
FOR COUNTY TENANT IMPROVEMENTS AT TWO LEASED FACILITIES
IN THE AMOUNT OF $7,250,000
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE an agreement with Transocean Funding, Inc. to finance County tenant
improvements at two leased facilities, 1275 Hall Avenue, Richmond, CA and 1340 Arnold Drive,
Martinez, CA, in an amount not to exceed $7,250,000, and AUTHORIZE the Director of
General Services to execute said agreement and take any other action as required to
consummate and implement the agreement.
FISCAL IMPACT:
Approximately $832,000 annually in lease payments will be charged to the Department of
Employment and Human Services through 2011. These costs are categorized as general
overhead in the Department's claim for funding to the State; 80% of these costs, or $666,000,
are reimbursed by the State, with the balance of $166,000 per year paid by the County (net
County cost). The annual lease payments are included in the EHS Department's FY 2001/02
Proposed Budget.
Approximately $85,000 in annual lease payments will be charged to the Mental Health Division
of the Health Services Department over the same period. The State will reimburse the
Department for 87% of lease costs, or $74,000. The balance of lease costs, $11,000 annually,
will be paid by the County (net County cost). These lease payments are included in the Health
Services Department's FY 2001/02 Proposed Budget.
The interest rate for financing of the tenant improvements through this agreement(5.36%) is tax-
exempt and represents a saving of 3.57% over commercial taxable interest rates of 8.93%.
CONTINUED ON ATTACHMENT. X YES SIGNATURE:
_RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD O ; t U APPROVE AS RECOMMENDED I. OTHER
VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE
�} AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENT '%'- ) 1 AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES. NOES: SHOWN.
ABSENT: ABSTAIN'—
ATTESTED
BSTAIN ATTESTED 14j,%.Lt
CONTACT: JOHN SWEETEN.CLERK OF THE BOARD
OF SUPERVISORS AND COUNTY
ADMINISTRATOR
CC: CAO—Capital Facilities&Debt Management
BY / 1 DEPUTY
BACKGROUND:
Source and Uses of Funds
1. Sources of Funds:
Principal Amount $6,600,000.00
Capitalized Interest(1) 375,545.00
Total Borrowing (2) $6,975,545.00
(1) Capitalized interest is added to the borrowing because the County cannot
legally make a lease payment until it has beneficial use of the improvements.
The first lease payment is due in February, 2002.
(2) This Board Order requests authorization to enter into an agreement for an
amount not to exceed $7,250,000. The difference of $274,445 in the total
borrowing allows the County to increase the principal amount if estimates for
needed improvements increase or in response to other unforeseen conditions.
The actual borrowing will be limited to estimated costs at time of closing.
2. Uses of Funds:
1275 Hall Ave 1 1340 Arnold Dr Total
Construction $4,500,000 $424,000 $4,924,000
Landscape Furniture 1,500,000 50,000 1,550,000
Other Costs 126,000 126,000
Total $6,000,000 $600,000 $6,600,000
(1) The total project cost of the tenant improvements at 1275 Hall Avenue is
$7,200,000. The lessor is contributing $1,200,000 to the total, leaving the
balance of$6,000,000 to be financed by the County.
1275 Hall Avenue, Richmond
On April 24, 2001 the Board of Supervisors approved a lease with DVK Realty Ventures, Inc. for
60,000 square feet of office space at 1275 Hall Avenue in Richmond for the use of the
Employment and Human Services Department. This lease represents the solution to long-
standing EHSD space needs in West County, allowing the Department to vacate substandard
space elsewhere in the City of Richmond. The initial term of the lease is for 10 years and the
lease includes two optional ten-year extensions. The lease does not provide an option to
purchase the building.
1340 Amold Drive,Suite 200, Martinez
On June 19, 2001 the Board of Supervisors approved a lease for 9,000 square feet of office
space for use by Mental Health Administration. This space allows for the consolidation of
Mental Health Administration, including staff displaced by the fire at 1805 Arnold Drive, Martinez
this past May. This staff is temporarily located at the Assessor's former office, 834 Court,
Martinez. The lease for Suite 200, 1340 Arnold Drive commences December 1, 2001 for a 10-
year term.
EXHIBIT I
INCUMBENCY CERTIFICATE
I, do hereby certify that I am the duly elected or appointed and acting County of
the COUNTY OF CONTRA COSTA, that I have custody of the records of such entity, and that, as of the date
hereof, the individual named below is the duly elected or appointed officer of such entity holding the office set forth
opposite his or her name. I further certify that(i) the signature set opposite his name and title is his or her true and
authentic signature and(ii)such officer has the authority on behalf of such entity to enter into that certain Master
Lease/Option Agreement dated as of September 26,2001,between such entity and Transocean Funding, Inc.
("Lessor") and(iii)the authority is provided by a resolution of the Board of the Lessee or an internal policy of the
Lessee.
PRINTED NAME TITLE SIGNATURE
Barton J. Gilbert Director of General Services
IN WITNESS WHEREOF, I have duly executed this Certificate as of the first day of August, 2001.
Authorized Signature
NOTICE OF ASSIGNMENT
Transocean Funding, Inc. ("Lessor") hereby gives notice to COUNTY OF CONTRA COSTA
("Lessee"), that Lessor has sold, assigned and transferred all of Lessor's right, title and interest in, to and under (a)
that certain Master Lease/Option .Agreement dated as of September 26, 2001 (the "Agreement"), by and between
Lessor and Lessee, as respects Exhibits B and C; (b) the property described in Exhibit B to the Agreement (the
"Property"), and (c) all payments respecting the Property now or hereafter due or payable pursuant to the
.Agreement. including (but not limited to) rental payments and purchase option payments set forth on Exhibit C. to
ORIX PUBLIC FINANCE LLC (the"Assignee"), 2600 Grand Boulevard, Suite 380, Kansas, City, MO 64108 (Tax
I.D.: 43-1926447). All payments should be sent to the Assignee at the following address:
For: Re}ular First Class Mail
ORIX Public Finance LLC
P.O. Box 535223
Pittsburgh. PA 15253-5223
For: Overnight Mail Delivery
ORIX Public Finance LLC
7 Parkway Center, Suite 802
Pittsburgh, PA 15220
Attn: Cindy Choinicki/Accts. Receivable
412-922-9736
For: Wire Transfers
Mellon Bank, Pittsburgh,PA
ABA 043 000 261, FBO
ORIX Public Finance LLC
Acct. 078-8504
Lessee confirms that nineteen (19) payments in arrears of interest and eighteen (18) payments in
arrears of principal according to the schedule set forth on Exhibit C to the Agreement remain due as of the date set
forth below, and that no event of default(or event which with the passage of time or giving of notice or both would
mature into an event of default) of Lessee has occurred and is continuing under the Lease, and to Lessee's actual
knowledge, no event of default (or event which with the passing of time or the giving of notice or both would
mature into an event of default) of Lessor has occurred and is continuing and that there exists no defense,
counterclaim, recoupment or similar occurrence (other than the right of non-appropriation) which would cause the
Lessee not to make the remaining payments due under the Agreement.
Dated as of the-l-mday of A0, 2001.
Transocean Funding, Inc.,
as Lessor/Assignor
Bv:_
Joshua G.Co perman
President
ACKNOWLEDGED AND ACCEPTED.
COUNTY OF CONTRA COSTA,
as Lessee
By: &QA4
Barton J.Gilbert,Director of General Services
ORIX PUBLIC Fv N CE LLC
as ssi ee
Bv_:
o ert C.Ne tune,President
(winwor&leaseskontra costa real proper-Mmenimprovlse0 l)
EXHIBIT C
COUNTY OF CONTRA COSTA,
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26, 2001
SCHEDULE OF LEASE PAYMENTS
This Exhibit applies to Property set forth on Exhibit B.
Prepayment
Concluding Purchase
Payt No./Date Amount Principal Interest Balance Option*
1 3/26/2002 $179,577.25 0.00 179,577.25 6,776,500.00
2 9/26/2002 $478,246.72 298,669.47 179,577.25 6,477,830.53
3 3/26/2003 $478,246.72 306,584.21 171,662.51 6,171,246.31 6,294,671.24
4 9/26/2003 $478,246.72 314,708.70 163,538.03 5,856,537.61
5 3126/2004 $478,246.72 323,048.48 155,198.25 5,533,489.14 5,644,158.92
6 9/26/2004 $478,246.72 331,609.26 146,637.46 5,201,879.88
7 3/26/2005 $478,246.72 340,396.91 137,849.82 4,861,482.97 4,958,712.63
8 9/26/2005 $478,246.72 349,417.43 128,829.30 4,512,065.54
9 3/26/2006 $478,246.72 358,676.99 119,569.74 4,153,388.56 4,236,456.33
10 9/26/2006 $478,246.72 368,181 .93 110,064.80 3,785,206.63
11 3/26/2007 $478,246.72 377,938.75 100,307.98 3,407,267.88 3,475,413.24
12 9/26/2007 $478,246.72 387,954.13 90,292.60 3,019,313.76
13 3/26/2008 $478,246.72 398,234.91 80,011 .81 2,621,078.85 2,647,289.63
14 9/26/2008 $478,246.72 408,788.13 69,458.59 2,212,290.71
15 3/26/2009 $478,246.72 419,621.02 58,625.70 1,792,669.69 1,810,596.39
16 9/26/2009 $478,246.72 430,740.98 47,505.75 1,361,928.71
17 3/26/2010 $478,246.72 442,155.61 36,091 .11 919,773.10 919,773.10
18 9/26/2010 $478,246.72 453,872.74 24,373.99 465,900.36
19 3/26/2011 $478,246.72 465,900.36 12,346.36 0.00 1 .00
TOTAL: $8,788,018.21
* Assumes payment on this date has been made.
Approved.
County of Contr.7 Costa
8&bA
0W. - - --
Barton J. Gilbert
Director of General Services
C-1
EXHIBIT D
COUNTY OF CONTRA COSTA,
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26, 2001
CERTIFICATE OF ACCEPTANCE
I, the undersigned, hereby certify that I am the duly qualified and acting Director of General Services of the
COUNTY OF CONTRA COSTA ("Lessee"); and, with respect to the MASTER LEASE / OPTION
AGREEMENT dated as of September 26, 2001 (the "Lease"), by and between Lessee and Transocean Funding,
Inc. (the "Lessor"), certify that:
1. Proceeds sufficient to acquire the Financed Property (as defined in the Lease), which proceeds will be
used by Lessor to acquire the Financed Property, a portion of which is being leased to Lessee under the Lease
together with certain other property (collectively, the "Property"), have been accepted by Lessee for disposition as
provided in the Escrow Agreement among Lessor, Lessee and the First National Bank of Central California, as
escrow agent. The Financed Property described in Exhibit B to the Escrow Agreement (as defined in the Lease),
upon acceptance by Lessee, shall be complete in all respects, shall be inspected by the Lessee and shall be
acceptable in all respects to Lessee.
2. Lessee has appropriated necessary monies sufficient to pay all Lease Payments required to be paid
under the Lease during the current fiscal year of Lessee, and such monies will be applied in payment of all Lease
Payments due and payable during such current fiscal year.
3. Lessee is exempt from all personal and real property taxes, and is subject to sales and/or use taxes with
respect to the Property. To the extent any personal or real property taxes are required to be paid. Lessee on behalf
of Lessor shall pay all such taxes and any applicable interest or penalties.
d. During the Lease Term, the Financed Property and Property will be used by Lessee to perform only the
essential governmental functions specified in the Lease.
5. The Lease Payments do not exceed the fair rental value for the lease of the Property by the Lease.
Dated: September 26. 2001
LESSEE: COUNTY OF CONTRA COSTA
Bv: PM ��QLJ-
Barton
J.Gilbert
Director of General Services
D-1
SILVANO B.MARCHESI DEPUTIES:
PHILLIPS.ALTHOFF
:::EXkiZBI.l E'...:.
COUNTY COUNSEL .,. JANICE L.AMENTA
NORA G.BARLOW
SHARON L. ANDERSON B.REBECCA BYRNES
ANDREA W.CASSIDY
ASSISTANT COUNTY COUNSELMONIKA L.COOPER
CONTRA COSTA.. LINTY
VICKIE L.DAWES
GREGORY C.HARVEY OFFICE,OF THE'COtIW tOUNSEL MARKES.ESTIS
ASSISTANT COUNTY COUNSEL - FUJI
.� INISTRATION8UI ING^ JANET L.
DENNIS C.GRAVES 65.1 PINE STREET; QR KEVIN T.KERR
'-�
SENIOR FINANCIAL COUNSEL MARTINEZ, CALIFQEi65,3= BERNARD L.KNAPP:1229 EDWARD V.LANE.JR.
'.:.:�•.�p� ��•".`.':",';•• BEATRICE LIU
GAYLE MUGGLI ��` "��' MARY ANN MASON
OFFICE MANAGER = - PAUL R.MUNIZ
VALERIE J.RANCHE
PHONE (925) 335-1800 STEVEN P.RETTIG
FAX (925) 646-1078 DAVIDT
DIANA
JACQUELINE Y.WOODS
PAMELA J.ZAID
September 26, 2001
Lessee: COUNTY OF CONTRA COSTA
General Services Department
1220 Morello Avenue
Martinez, CA 94553
Lessor: TRANSOCEAN FUNDING, INC.
111 Anza Boulevard, Ste. 107
.Burlingame, CA 94010
RE: MASTER LEASE/OPTION AGREEMENT dated as of September 26,
2001, by and between TRANSOCEAN FUNDING, INC. ("Lessor") and
COUNTY OF CONTRA COSTA ("Lessee")
Ladies and Gentlemen:
I have acted as counsel to the Lessee with respect to the MASTER LEASE/OPTION
AGREEMENT described above (the "Lease") and various related matters and in this capacity have
reviewed a duplicate original or certified copy of the Lease and the exhibits attached thereto. Based
.upon the examination of these and such other documents as I deem relevant, it is my opinion that:
1. Lessee is a political subdivision of the State of California(the "State"), duly organized,
existing, and operating under the constitution and laws of the State. The Lessee is organized under and
pursuant to the Government Code of the State of California.
2. Lessee is authorized and has the power under State law to enter into the Lease and to carry
out its obligations thereunder and the transactions contemplated thereby.
3. The lease has been duly authorized, approved, executed, and delivered by and on behalf of
Lessee and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to
the extent limited by State and Federal laws affecting remedies and bankruptcy, reorganization, or other
laws of general application relating to or affecting the enforcement of creditors' rights.
1
General Services Department
Transocean Funding, Inc.
September 26, 2001
Page 2
4. The authorization, approval, and execution of the Lease and all other proceedings of Lessee
relating to the transaction contemplated thereby have been performed in accordance with all open
meeting, public bidding, and other laws, rules, and regulations applicable to the Lessee.
5. The execution of the Lease and the appropriation of monies to pay the lease payments
coming due thereunder do not result in the violation of any constitution, statutory, or other limitation
relating to the manner, form, or amount indebtedness which may be incurred by Lessee.
6. There is no litigation, action, suit, or proceeding pending or before any court, administrative
agency, arbitrator, or governmental body that challenges the organization or existence of Lessee, the
authority of its officers, the proper authorization, approval, and/or execution of the Lease, the exhibits,
and other documents contemplated thereby, the appropriation of monies or any other action taken by
Lessee to provide monies sufficient to make lease payments under the Lease, the performance by
Lessee of all its obligations under the Lease, the enforceability and enforcement of the Lease against the
Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the
transactions contemplated thereby.
You and your assigns can rely on this opinion.
Very truly yours,
Silvano B. Marchesi
County Counsel
(1 r� 1
By: Phillip S. Althoff\�
Deputy County Counsel
DP:V-IAPSMMErviOSLS5.wpd
ESCROW AGREEMENT
(No. 42-084657)
THIS ESCROW AGREEMENT, made and entered into as of September 26, 2001, by and among
First National Bank of Central California, a state banking association (the "Escrow Agent"), Transocean
Funding, Inc., a corporation duly organized and existing under the laws of the State of Nevada("Lessor") and
the County of Contra Costa,a political subdivision of the State of California(the "Lessee").
WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of the
mutual covenants herein contained,the parties hereto recite and agree as follows:
Section 1.Recitals.
1.01. Lessor and Lessee have entered into a Master Lease/Option Agreement dated as of September
26,2001 (the "Lease"),a duplicate original of which has been furnished to the Escrow Agent, whereby Lessor
has agreed to lease and sell certain real property tenant improvements and personal property described on
Exhibit A therein(the "Leased Property") to Lessee, and Lessee has agreed to lease and purchase the Leased
Property from Lessor, in the manner and under the terms as set forth in the Lease. Lessor and Lessee have
entered into the Lease in order to provide for the financing of the costs of the real property tenant
improvements and personal property described on Exhibit A attached hereto(the"Property").
1.02. This Agreement is not intended to alter or change in any way the rights and obligations of
Lessor and Lessee under the Lease,but is entirely supplemental thereto.
1.03. The terms capitalized in this Agreement but not defined herein shall have the meanings given
to them in the Lease. " �v
1.04. Within five (5)-da after the delivery of the legal opinion by Lessee pursuant t6 the Lease,
Lessor is required to deposit or cause to be deposited with the Escrow Agent the approximate sum of (i)
$6,600,000, which is required to be credited to the Property Acquisition Fund established in Section 2 hereof
and used to pay the cost of the items of Property (including improvements), and (ii) $176,500 , which is
required to be credited to the Capitalized Interest Fund established in Section 2 hereof and used to pay interest
payments due under the Lease on March 26, 2002, and, to the extent either Fund is not needed for the
designated purpose, is required to be repaid to Lessor or Lessee in accordance with Section 2.03 herein.
1.05. Under the Lease, Lessee will cause each item of Property to be ordered by the contractor,
materialman, supplier or vendor therefor. The cost to be paid to the contractor, materialman, supplier or
vendor supplying the item of Property shall be paid solely from the amount deposited with the Escrow Agent
as described in Section 1.04 hereof, in accordance with this Agreement.
1.06. Subject to such control by Lessee as is provided for herein, Lessor and Lessee agree to employ
the Escrow Agent to receive,hold, invest and disburse the money to be paid to the Escrow Agent by Lessor as
described in Section 1.04,all as hereinafter provided.
1.07. Each of the parties has authority to enter into this Agreement, and has taken all actions
necessary to authorize the execution of this Agreement by the officers whose signatures are affixed hereto.
Section 2. Properly Acquisition Fund
2.01. The Escrow Agent shall establish a special escrow fund designated as the property acquisition
fund (the 'Property Acquisition Fund"), shall keep such Fund separate and apart from all other funds and
moneys held by it, and shall handle such Fund as directed by Lessor and Lessee and as provided in this
Section 2 and Section 3 hereof.
2.02. All moneys paid to the Escrow Agent by Lessor pursuant to Section 1.04(i) of this Agreement
shall be credited to the Property Acquisition Fund. The Escrow Agent shall use the moneys in the Property
1
Acquisition Fund to pay the cost of each item of improvements to the Property and related costs subject to the
Lease, as specified by Lessee in a Certificate of Acceptance and a Disbursement Request Form (attached
hereto as Exhibit B which is approved for payment by Lessor). Upon receipt of a Disbursement Request
Form which is approved for payment by Lessor with respect to any such item of Property, an amount equal to
the cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein.
Notwithstanding the foregoing, no moneys shall be disbursed as to an item of Property until Lessor has
received the following in form and substance satisfactory to Lessor: (i)if such item of Property is also an item
of Leased Property that is to be located at either 1275A Hall Avenue, Richmond, California or 1340 Arnold
Drive, Martinez, California, landlord's and mortgagee's waivers respecting the building in which that item is
to be located, (ii) a copy of the construction contract or purchase order for that item and (iii) a copy of the
payment and performance bonds related to that item.
2.03. (a)Lessee shall furnish to the Escrow Agent as soon as available a copy of any purchase orders,descriptions
or bid documents respecting the Property and related costs.
(b) On the first to occur of(i)acceptance by Lessee of all of the Property and payment of all costs
thereof or(ii)October 26,2004,the Escrow Agent shall pay to Lessor the remaining sums on hand in the
Property Acquisition Fund(including investment income),and the Escrow Agent shall thereafter close the
Property Acquisition Fund or,at the written direction of Lessee with the written approval of Lessor, such
sums may be used to acquire additional Property for lease to the Lessee. If the amount so paid to Lessor
exceeds$100,000,that amount shall be applied to prepayment of a portion of the Lease Payments in
accordance with Section 11.3(b)of the Lease and, following such prepayment,Lessor shall provide Lessee
with a revised amortization schedule reflecting such prepayment. If the amount so paid to Lessor does not
exceed$100,000,such payment shall be applied to the Lease Payment or Lease Payments next due under the
Lease rather than revising the amortization schedule.
(c) In the event the mortgagee and landlord waivers, construction contracts, purchase orders and
payment and performance bonds required by Section 2.02 are not received by Lessor with respect to any item
of Property as provided in Section 11.3(a) of the Lease, following notice by Lessor to Lessee of such non-
receipt, the Escrow Agent shall pay to Lessor moneys in the Property Acquisition Fund (including the
investment income thereon) allocable to such item of Property for application to the prepayment of Lease
Payments allocable to such item of Property in accordance with Section 11.3(a) of the Lease and, following
such payment,Lessor shall provide Lessee with a revised amortization schedule reflecting such prepayment.
2.04. The Escrow Agent shall establish a special escrow fund designated as the capitalized interest
fund (the "Capitalized Interest Fund"), shall keep such Fund separate and apart from all other funds and
moneys held by it, and shall handle such Fund as directed by Lessor and Lessee and as provided in this
Section 2 and Section 3 hereof.
2.05. All moneys paid to the Escrow Agent by Lessor pursuant to Section 1.04(ii) of this Agreement
shall be credited to the Capitalized Interest Fund. The Escrow Agent shall use the moneys in the Capitalized
Interest Fund to pay the Lessor or its assignee the charges for interest due under the Lease on March 26, 2002
without the notice to or consent by the Lessee. On March 26, 2002, the Escrow Agent following payment of
the interest payments set forth above shall close the Capitalized Interest Fund and remit any balance to the
Property Acquisition Fund.
2.06. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys
held in the Property Acquisition Fund,and the disbursement thereof in accordance with this Section, and shall
not be responsible for the authenticity or accuracy of such certifications or documents, the application of
amounts paid pursuant to such certifications by the persons or entities to which they are paid, or the
sufficiency of the moneys credited to the Property Acquisition Fund to make the payments herein required.
Section 3. Moneys in Propea Acquisition Fund:Investment.
3.01. The moneys and investments held by the Escrow Agent under this Agreement are irrevocably
held for the benefit of Lessee and Lessor, and such moneys, together with any income or interest earned
2
thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment
or lien by or for the benefit of any creditor of either Lessee or Lessor.
3.02. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow
Agent upon the direction or order of Lessee only in Permitted Investments or in money market funds of the
Escrow Agent and provided investment through such account is permitted under applicable law. Such
investment shall be registered in the name of the County of Contra Costa only solely and specifically for
purposes of the escrow hereunder and shall be held by the Escrow Agent. With the approval of Lessee, the
Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by
this Section. Such investments and reinvestments shall be made giving full consideration for the time at
which funds are required to be available.
In computing the amount in any fund or account,Permitted Investments shall be valued at the lower of
the cost or the par value thereof, exclusive of accrued interest.
Permitted Investments shall mean any of the following to the extent then permitted by law:
(I) United States Treasury notes,bonds,bills,or certificates of indebtedness,or obligations for which
the full faith and credit of the United States of America are pledged for the payment of principal and
interest(including obligations issued or held in book-entry form on the books of the Department of
the Treasury of the United States of America and securities which represent an undivided interest in
such direct obligations),and also any securities now or hereafter authorized,both the principal of
and interest on which are guaranteed directly by the full faith and credit of the United States of
America.
(II) Bonds or debentures of the Federal Home Loan Board established under the Federal Home Loan
Bank Act and bonds of any federal home loan bank established under said act;bonds, debentures,
participation certificates or other obligations of the Government National Mortgage Association or
the Federal National Mortgage Association established under the National Housing Act,as amended.
(III)Demand deposits,time certificates of deposit or negotiable certificates of deposit issued by a state or
nationally chartered bank or trust company, including the Escrow Agent,or a state or national
savings and loan association,provided that such certificates of deposit shall be(a)continuously and
fully insured by the Federal Deposit Insurance Corporation or(b)issued by any bank or trust
company organized under the laws of any state of the United States,or any national banking
association,having a combined capital and surplus of at least$30,000,000,or the Escrow Agent and
such maturities shall have maturities of six months or less.
(IV)Any repurchase agreement with any bank or trust company organized under the laws of any state of
the United States or any national banking association or government bond dealer reporting to,
trading with and recognized as a primary dealer by,the Federal Reserve Bank of New York, which
agreement is secured by any one or more of the securities described in clause(I)or(II)above,
provided the underlying securities are held by the Escrow Agent or by a bank,trust company or
primary dealer having a combined capital and surplus of$30,000,000 and being independent of the
issuer of such repurchase agreement during the term of such repurchase agreement and provided the
securities are continuously maintained at a market value of not less than 100%of the amount so
invested.
(V) Bankers' acceptances which are issued by a bank or trust company organized under the laws of any
state of the United States or any national banking association whose short-term obligations are rated
A-I by Standard&Poor's Ratings Services("S&P")or P-I by Moody's Investors Service
("Moody's").
(VI)Commercial paper of"prime quality of the highest ranking or of the highest letter and numerical
rating as provided by Moody's and S&P,which commercial paper is limited to issuing corporations
that are organized and operating within the United States of America and that have total assets in
excess of$500,000,000 and that have an"Aa"or higher rating for the issuer's debentures,other than
commercial paper,as provided by S&P or Moody's;provided that purchases of eligible commercial
paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding
commercial paper of an issuer corporation.
3
(VII)Bonds, notes,warrants or other evidences of indebtedness of any of the states of the United States
or of any political subdivision or public agency thereof which are rated in the highest short-term or
three highest long-term rating categories by Moody's or S&P.
(VIII)Any investment agreement with(a)any bank or trust company organized under the laws of any
state of the United States or any national banking association or government bond dealer reporting
to,trading with and recognized as a primary dealer by,the Federal Reserve Bank of New York,
having a combined capital and surplus of at least$30,000,000,and an"Aa"or higher rating for its
debt,other than commercial paper, as provided by Moody's or S&P,or(b)any corporation that is
organized and operating within the United States of America and that has total assets in excess of
$500,000,000 and that has an"Aa"or higher rating for its debt,other than commercial paper,as
provided by Moody's or S&P.
(IX)Government money market portfolios or money market funds(including funds for which the
Escrow Agent or its parent,subsidiaries or affiliates may provide investment advisory or gther
management services)restricted to obligations issued or guaranteed as to payment of principal and
interest by the full faith and credit of the United States,which portfolios have an"Am"or higher
rating by Moody's or S&P.
(X) The Local Agency Investment Fund of the State of California.
The Escrow Agent may restrict any such investment if required to keep monies available for the purposes
hereunder.
3.03. The Escrow Agent shall, without further direction from Lessee, sell such investments as and
when required to make any payment from the Property Acquisition Fund. Any income received on such
investments shall be credited to the Fund.
3.04. The Escrow Agent shall furnish to Lessee and Lessor, an accounting of all investments. The
Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment
moneys made by it in accordance with this Section.
Section 4.Escrow Agent's Authority.
4.01. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in
good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion
contained in such a writing or instrument, and may assume that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. The
Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and
execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any
person executing the same;and its duties hereunder shall be limited to those specifically provided herein.
4.02. Unless the Escrow Agent is guilty of willful misconduct with regard to its duties hereunder,
Lessee and Lessor jointly and severally hereby agree to indemnify the Escrow Agent and hold it harmless
from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other
expense, fees, charges of any character or nature, which it may incur or with which it may be threatened by
reason of its acting as Escrow Agent under this Agreement; and in connection therewith, to indemnify the
Escrow Agent against any and all expenses,including reasonable attorneys' fees and the cost of defending any
action,suit or proceeding or resisting any claim. The Escrow Agent shall be vested with a lien on all property
deposited hereunder, for indemnification, for reasonable attorneys' fees and court costs, for any suit,
interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be
incurred by the Escrow Agent by reason of disputes arising between Lessee and Lessor as to.the correct
interpretation of the Lease or this Agreement and instructions given to the Escrow Agent hereunder, or
otherwise, with the right of the Escrow Agent, regardless of the instructions aforesaid, to hold the said
property until and unless said additional expenses,fees and charges shall be fully paid.
4.03. If Lessee or Lessor shall be in disagreement about the interpretation of the Lease or this
Agreement, or about the rights and obligations, or the propriety of any action contemplated by the Escrow
Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action to
resolve the disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable
4
attorneys'fees,in connection with such civil action,and shall be fully protected in suspending all or part of its
activities under this Agreement until a final judgment in such action is received.
4.04. The Escrow Agent may consult with counsel of its own choice and shall have full and complete
authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be
liable for any mistakes of facts or errors of judgment, or for any acts or omissions of any kind unless caused
by its willful misconduct.
Section 5.Escrow Agent's Compensation.
The Escrow Agent waives compensation for the ordinary services to be rendered hereunder. The
party requesting any other services (including any disputed items) shall be responsible for the costs of such
services.
Section 6. Change of Escrow Agent.
6.01. A national banking association or a state bank with a minimum capital of$25 Million, or a
mutually agreed entity, may be substituted to act as Escrow Agent under this Agreement, upon agreement of
the Lessee or Lessor. Such substitution shall not be deemed to affect the rights or obligations of the parties.
Upon any such substitution, the Escrow Agent agrees to assign to such substitute Escrow Agent its rights
under this Agreement.
6.02. The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee
or Lessor of its intention to resign and of the proposed date of resignation, which shall be a date not less than
thirty (30) days after such notice is deposited in the United States mail with postage fully prepaid, unless an
earlier resignation date and the appointment of a successor Escrow Agent shall have been or are approved by
Lessee or Lessor.
6.03. The Escrow Agent may appoint an agent to exercise any of the powers, right or remedies
granted to the Escrow Agent under this Agreement, and to hold title to property or to take any other action
which may be desirable or necessary.
Section 7. Administrative Provisions.
7.01. The Escrow Agent shall keep complete and accurate records of all moneys received and
disbursed under this Agreement,which shall be available for inspection by Lessee and Lessor, or the agent of
either of them,at any time during regular business hours.
7.02.All written notices to be given under this Agreement shall be given by mail to the party entitled
thereto at its address set forth below, or at such address as the party may provide to the other parties hereto in
writing from time to time. Any such notice shall be deemed to have been received forty-eight(48)hours after
deposit in the United States mail in registered form,with postage fully prepaid.
7.03. This Agreement shall be construed by, and governed in accordance with, the laws of the State
of California.
7.04. Any provision of this Agreement found to be prohibited by law shall be ineffective only to the
extent of such prohibition, and shall not invalidate the remainder of this Agreement.
7.05. This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity
to whom Lessor has assigned its right to receive Rental Payments under the Lease and any payments due to
Lessor hereunder from and after the date of such assignment is filed with the Escrow Agent.
7.06. This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same Agreement.
5
7.07. This Agreement shall terminate upon disbursement by the Escrow Agent of all moneys held by it
hereunder.
7.08. Escrow Agent shall provide monthly statements of the balance of both the Property Acquisition
Fund and the Capitalized Interest Fund to Laura Lockwood, Director Capital Facilities and Debt
Management, County Administrator's Office, Contra Costa County , 651 Pine Street 6`' Floor, Martinez CA
94553.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
FIRST NATIONAL BANK OF CENTRAL.CALIFORNIA,
Escrow Agent
By:
Sue Burnham
Vice President
1001 South Main Street
Salinas,CA 93901
Attn: Sue Burnham
Vice President
(831)751-7647; fax: (831)757-6407
TRANSOCEAN FUNDING,INC.,Lessor
By: !:��. Z
Jos*ident
perm n
Pre
111 Anza Boulevard,Ste. 107
Burlingame,CA 94010
(650)342-2266
FAX: (650)342-9719
EMAIL: jgcooperma@aol.com
COUNTY OF CONTRA COSTA,Lessee
By: .(22 4
Carofthan
Lease Manager
1220 Morello Avenue, 1"Fl.
Martinez,CA 94553
Attn: Lease Management Division
(925)313-7226
Fax: (925)313-7299
Email: cchankgsd.co.contra-costa.ca.us
6
EXHIBIT A
DESCRIPTION OF PROPERTY
1275 HALL AVENUE, RICHMOND, CA
Personal Property to be acquired and located at 1275 Hall Avenue,Richmond, CA under the
Master Lease/Purchase Option Agreement (Lease Agreement) and Escrow Agreement dated as
of August 1, 2001 between Transocean Funding, Inc. and Contra Costa County and located at
1275 Hall Avenue, Richmond, CA
Description Value
Office Landscape Partitions 1,387,000.00
228 Work stations
32 offices
18 printer stations
Card Key Access Security System 75,000.00
Security Monitoring System 15,000.00
Fire Detection Control System 27,550.00
Data Switch & Routers 300,000.00
Signs 22,000.00
Flooring 215,000.00
Computer& Printers for 306 Workstations 765,000.00
@S2,500.00 each
Ergonomic Work Station Chairs-300 @ S300.00 each 90,000.00
Phone Switch & Instruments 222,240.00
Conference Room Furnishings 44,000.00
4 Large Conference Rooms @.$5,000.00 each
8 Small Conference Rooms @$3,000.00 each
SUB-TOTAL $ 3,162,790.00
Personal Property-Vehicles as listed on the following page acquired under the Lease and Escrow
Agreements:
19- Midsize Sedans @ $17,000.00 each 323,000.00
3- '/4 Ton Cargo Vans @.$21,000.00 each 63,000.00
3-Twelve Passenger Vans @S23,000 each 69.000.00
SUBTOTAL $ 453,000.00
TOTAL S 3,617,790.00
1 of 12
FAPERSONAL PROPERTY COLLATERALrevisedl.doc
EXHIBIT A
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2 of 12
EXHIBIT A
Tenant Improvements
1275 Hall Avenue
Richmond, California
Description of Improvements
Complete interior build-out of 60,000 sq.ft. office space. New
drywall/wood frame wall partitions; wall and ceiling insulation; floor
coverings; provision of additional exterior windows. Construction of interior
offices, conference rooms, staff rooms, restrooms. Interior painting and
provision of interior doors. New plumbing, electrical, mechanical, security
and fire sprinkler systems. Installation of data cabling and telephone
communications systems. Installation of office landscape partitions.
More detailed description of the types of improvements and cost
estimates are contained in the Recommended Budgeted dated May 22,
2001, File: 135-0103/A.2.1 and Summary of Work Sheet for CCC Hall
Project as of 7/27/01.
3 of 12
EXHIBIT _A
GENERAL SERVICES DEPARTMENT
Architectural Division
121-'!) Morello avenue. Suite 100
Marinez. California 91553-17 11
t 9^5) 31_-'"00 F.-X: (9=5) 31 3, =99
ME.MOR.avDUN1
Date: May ''001
File: !35-010 "A.2.1
TO: Toinn Cui!en. E:nciovr-ent and •`Hunian Ser%ices Direc:or
n: Da%-'(i Smith. A'ministrati :e Ser,.:ces Ar alysz
FRO`•1: Baron T. C:ilbe:t. Direc:or of General Services
B,: less -.dame. associate Cacital Facilities Pmfecr Mara.7er
SLBTEC T: TENANT IMPROVEME`+TS AND NEW WORKSTATIONS AT
1227_- HALL AVE.. RICHMOND, CA FOR EMPLOYMENT AND
HUMAN SERVICES (WW0085): Re omr ended Bud-g-=:
In resconse to Work Request No. =5799 the foilowlmz ite.nns represent the budve: for the
subject project. The budve: incivaes design and c:onstr ion drawings with
spec1.rications For :errant improvements and tvvo hundred eivhc -eivi�ir +X88) w'or:<starions.
shim'-two (3=) offices. -iahtet i ( 18) printer/'fax:aux. stations planned or ':e buiidinv
(60.000 square feet) -located at 1200 :-fall Ave.. Richrnone:. The proiect scope of won
includes design and coordinationnee:in��s. site ,ri estiumion. :ield neasur.—mentE.
construction drawings. specifications. :nechanicai/elec–ricaiistruc:ural systems
engineerina. :eiecommunications cabiinu, &; equipment, Fire alarrn system. security (video
and ou.-Mar) alarm syste:ns. buiidinv and site si2naLe. mUiti-discipiine cooruination.
bidding evaluation and projec: scheduling. The construction scooe or "Vor includes
estimates. tenant improvement constriction.jobsiie mee:invs. assembil: of nev.v
workstations. electrical/tele..data cabilmi. oroiect scheduiing. site inspections. change
order evaluations. submittals review & approval. punch lists and proiect ,:!ose-out. The
budget status report is base, on ac:uai and unticipaied costs :'or the oroiec:.
Bi=DGET ITEM RECOMMENDED BI:D ;ET
1.0 Property Acquistion
1.1 Lands and Riahts of Wa,. N"A
1.' Existinz Paciiines
1.3 Totai .-\cqu1s1don N/A
2.0 Consultant Services
11 `Consuitant Basic Se-vices
.-\rcbitecturai Desi;n Ser-ices S =()S.: :
=.!.!.. \•lechanical. Plumb nu. E ec:ricai Fire
Protection Enzineerinv (Inc!uded in =...! )
' Structural En;ineerin l (Inciuded in =.!.1)
_...,._
I Telecommunications Consultant 5 ib.=00
11.1.4 NIGWest Installation Drawings S 7_"'.000
'_.". Civil En;ineer N/A
4 of 12
EXHIBIT A
2.3. Soils Ensineer
2. Testing and Inspection S 10.000
2.5 CEQA Consultant N/A
2.6 asbestos Consultant N/A
2.7 Suryevor via
2.3 Total Consultant Services S 47,115
3.0 County Staff
3.1 Archi[ecturai Prole:: Wana_vernent S 40.000
3.;.1 Pre-Bid Phases (included in 3.1)
3.1.' Bidding Construction ?'uses (included in 3.i)
3.:.3 .-\rcihitectural Division Clerical S :.500
3.2 Lease Manwzement Seri icts S 9.000
3.3 Buiidinz'Grounds Maintenance S :0.000
3.4 Operatimz Engineers S 7.000
3.5 County Counsel S 20.000
3.6 Communir: Development Dept. S .,0()()
3.7 Total Counrr Star S 101.500
4.0 Permits. Miscellaneous
4.i Budding Permit S =.000
4.= Fire District Plan R,-view Ftt ;50.04/s.r) S =()o
4.3 BAAQ;NID Permit N/A
1.y Encroachment Per n it v;A
4.5 Traffic N11m.,ation Fee NiA
-1.6 Other Permits: Fees lira
4." �tisc. poszaii e.phoros) S i0.000
+.3 Total Permits. �lisceilaneous S 16. 00
5.0 Construction
5.1 Initial Consrructior, Cor[raC: gum 5-:.0`0.310
5. L'tiliry Connections (Wa[er:Sewer;Gas/ Elect.: Tele.) S 10.000
5.3 asbestos Abatement !.Included in 5.1) N/A
5.� Securiry & Panic alarms (Included in I )
5.5 Card Key Ac.-ss Control System (Included n 5.i 1
5.6 Si_nave P.O.'slCortract S 50.000
Other P.O."siContract V/a
5.3 Change Order Contin_ v
enc ;, 091a or-.1 thru 5.5) S �03.U30
9 MBE.`.vBE Conunaenc • i °'o or S.1) V,.�
5.1() Total Construction S4.488.390
6.0 Furnishing and Loose Equipment (not included in 5.0.)
6.1 Otffce Landscape Partitions - Parts %v/ Saies Tax
6.1.: i=33 workstations. 3= or;ices. 13 printer/stations) Si.'. ;0.'.00
6.2 OLP lnstailation - Labor[o assemble Workstations S 135.=00
6.3 OLP Receiviniy. Stora;e and De:(very(Workstations) to lobslte 5 '5.100
6.4 OLP Receivini. Stora;e and Delivery (.Lateral files) to lobsite S 9.1=0
6.5 OLP Voice & Data Connections (Included in 7.0)
6.6 OLP .Accessories
6.6.1 ArticuiaiM2 arms and P!atrorms (334 ,@v S250 ea.) S 33.500
6.6._ OLP accessories Installation - Labor(334!:a� S 100 ea.) 5 33.-'.00
6.0.3 Lateral F;les (=35 at S560ea. ) _ S i59.600
6.7 OLP Continsenc%i 5 or 6.1 thru 6. .3=0
6.3 Total FurnishinUs, Loose Equipment S 1,623,640
S of 12
EXHIBIT A
7.0 Communications
7.1 Telephones— Equipment & Labor(not included in 5.0) S 301,000
7.2 Data— Equipment & Labor (S 144,000) (Included in 5.0)
7.3 Contingence (:4'o of .1 thru 7.2) S 10,500
7.4 Total Communications S 211, 500
3.0 Proiect Contingency
3.1 (-; "a of Items 1.0 thru ..0) S 3.1.1,950 s6.399.oso
9.0 Finance Costs N/A
10.0 Total Proiect Costs
(Sum of Items of Items 1.0 :hru a.0) S -7,244.000
11.0 Final Proiect Costs S6,04:,000
(Minus Properr,, O%,ner Contribution o(51. '_00.000 towards Tenant Improvements)
Notes
1. Property owner will contribute 51.200.000 towards the project tenant improvements.
-. 'Consultant Basic Sen,'ces:
a. Schematic Design
b. Design De%elopmem
c. Construction Documents
d. Bidding or vegotiadOns
e. Construction Contrac- Administration
The recommended budget does not include moving costs for existing furniture items.
If you have questions. please call me at 3-7200.
cc:
General Ser.-icL-s Aministration
Bart Ciibert
Tern, Mann
CAO
Laura Lockwood
Davida .-�Lmenta
6 of 12
e •
EXHIBIT A
-cr
CCC Hall Street Project-as of 7127/01
aii .-'eve P.cn—crc. CA
'.rc.. Plans :a:ec .=i-,C'- Accen.4' 6i29/C' Adden.;#2 '/10/01
T Items to price: Price T1
' 101710- Cleaning $6.500
21,02070- Selective Demo- Vila $29.540
3102100- Vila- Site Work 519.250
4103301- Concrete $64.500
3105400- Metal Studs & Joists inc!
6105500- Metal Fabrications 549.700
-106105- Misc. Carpentry 5187.210
3106402- Interior Arch. Woodwork(includes waiver of subro .) $148.021
':106403- Install WoodworkI incl
C 107210- Bid Insulation 575.127
1 ' 1,07270- Fire Stopping inc! #7
12107511-Built Up Roofing331.525
'.3107620-Sheet Metal Flashir; inc! 4,14
14107920- Joint Sealants S2.3C0
5108110- Steel doors & Frames $72.981
16108125- Interior Aluminum Frames incl X19
%108211- Flush Wood Doors inc! ;#15
18108305- Access Doors I S350I
9108410- Aluminum Entrance,Store Fronts 5159.9501
20108710- Door Harware incl X15
21108716- Automatic poor Operators ST 500
22108800- Glazing incl X19
23108840- Plastic Glazin +temp.Lam. is at reception desk 3178.000
24109220- Portland Cement Plaster 516.415
125109250- Gypsum Sheathing incl#26
26109260- Gypsum B Assemby 5518.880
27109310- Ceramic Tile 551,890
29109511- Acoustical Panel Ceiling 537,420
29109680- Flooring $215.000
30109841- Acoustical 'Nail Panels inc! X26
31109900- Painting $118.700
32109986- Sanitary Wall Panels (FRP) $2.360
33110100- Visual Display Boards County
34110155- Toilet Compartments &Accessories 521.096
3110265- Impact Resistant 'Nall Protection 57.180
36 i 10425- Signs 522.000
3-1110426- Signs incl #36
38110522- Fire Extinguisher, Cabinets.& Accessories $3.500
39110651- Coerable Panel Partitions 322.254
LIC 110750- Telephone Specialties 53.795
41 110800- Toilet & Bath Acceessories incl #34
,12112484- Floor ,Mats & Frames 52.193
43112511- Horizontal Louver Blinds 54.000
,14115300- HVAC 5947.925
45 1
15300- Fire Protection 34a.�15
7 of 12
s •
EXHIBIT A
::]Items to rice: Price #1
1605310-Allowance For Existing Sprinkler System 510.000
47 15430>15535-Plumbing $193,174
48 15990-Testing, Adjusting & Balancing HVAC 59,575
49116000- Electrical 5799.775
50116030- Electrical Acceptance Testing incl #49
51116720- Fire Detection and Control Systems S27.550
52 16730-Access Control S102,000
Division 17-Communications
53 17000-Voice and Data 5167.088
54 17100-Cable Plant inti 453
55 1 Misc.-Exterior Canopy S13.SC0
561 Printing of Plans $6.750
57 Performance & Payment Bond 331,4
58 Bid. Risk Insurance35.00
59 Generai Conditions–> S143,155
Overall Subtotal—> 54.580.444
Overhead/Profit-6.5% S297,729
Total--> S4,878,173
Cast per sq.fLbased on 60,000 sq.ft–> $81.30
8 of 12
EXHIBIT A
Tenant Improvements
1340 Arnold Drive, Suite 200,
Martinez. California
Description of Improvements
Reconfiguration of existing office space including selected demolition;
new drywall/wood frame wall partitions; additional wall and ceiling
insulation; new floor coverings, interior painting and new ceiling acoustic
units; new interior doors and sidelites; new mini-blinds; adjustments to
existing plumbing, fire sprinkler, mechanical and electrical systems; new
office landscape partitions; new data cabling and telephone communications
systems; and new security and fire alarm systems.
More detailed description of the types of improvements and cost
estimates contained in the Work Sheet for Estimated Project Cost dated 17
July 01 and Tenant Improvements Mental Health completed by Roger J.
Wilson Architect.
9 of 12
EXHIBIT A �y
CONTRA COSTA COUNTY s dile: 250-0135 /A.2.1
GENERAL SERVICES DEPARTMENT Date: 17-Jul-01
Architectural Division By: T.A.Johnson
WORK SHEET FORESTIMATED PROJECT COST
Project: Tenant improvements or Mental Health :Budget Line Item No.: Item T
Address: Dr. Suite 200 Work Authorization No.: WWO129
fblartire_. CA. Current Appropriation: S
Status: Sctiernatics
Description: `errant improvements includes office recon riguration. new architectural iir Sub- ;nivai '.o Totai
1 i rc =:ectr:cai .�-C ustments. 'Wcr'.<stations, relcom and Data. Totals construct•n P,oi.cost
1.00 PROPERTY ACQUISITION
1.01 Lands and Rights of Nay..................................................... 0
1.02 existing Facilities................................................................. 0
1.03 TOTAL A.CQUISI T ION.................................................................................... 0
2.00 CONSULTANT SERVICES
2.01 Architect............................................................................... 25.000 6.3% 4.20.0
2.02 Soils Engineer....................................................................... 0
2.03 Testing and Inspecticn......................................................... 0
2.04 CECA Consultant................................................................. 0
2.95 asbestos Consultant.............................................................. 0
2.06 Surveyor............................................................................... 0
2.07 Other Services...................................................................... 0
2.08 TOTAL CONSULTANT SERVICES............................................................... 25,000 6.3% 4.2%
3,00 PROJECT MANAGEMENT
3.01 Architectural Division............................................................ 13.000 3.3% 2.2%
3.01.1 Pre-Bid Phases................................... 5,000 1.3% 0.8%
3.01.2 Bidding/Construction Phases.............. 5.000 1.3°0 0.3%
3.01.3 Punc-i List/Warranty Period................. 2.000 0.5% 0.3%
3.01.4 Clericai................................................ 1.000 0.3% 0.2%
3.02 Lease Management Division................................................ 5.000 1.3% 0.80.0
3.03 BuildingiGrounds Maintenance............................................ 2.000 0.5% 0.3%
-
3.0A
-,• Stationary Engineers............................................................ 2.0 0.5% 0.3%
3.05 County Counsel...............................................................:.... 1.000 0.3% 0.210
3.06 Community Development Department................................. 0
3.07 Other County Staff................................................................ 0
3.08 TOTAL COUNT( STAFF................................................................................ 23,000 5.8% 3.8%
4.00 PERMITS, MISCELLANEOUS
4.01 Building Permit.................................................................... 1.000 0.3% 0.2%
4.02 Encroachment Permit.......................................................... 0
4.03 Traffic ,Mitigation Fee............................................................ 0
4.04 Other Permits: Fees............................................................. 25 0.0% 0.0%
4.05 Misc. (adv. Printing, postage, photos, leases)...................... 500 0.1% 0.1%
4.06 TOTAL PERMITS, MISCELLANEOUS.......................................................... 1,525 0.4/e 0.3%
,e
JATEMPLITE'•ARCHNC:.st estimate U2.xis 10 of 12 7117x.1001
[]NST��CTON
~ . EXHIBIT A
5.01 |niba| Construction.............................................................. 400.000 100.0% 66.7%
5.O2Change Orders ( 5.0% of item 5.O1 )................................ 20.000 5.0%. 3.3%
5.O3Utility Connections............................................................... O
5.04a Carpet O
5.O4bOther..................................................................... O
5.O5Asbestos Abatement PO/Contract........................................ O
5.O7Signage pC/Contrao ' 1O�16 of 5.01 )----------' 4.000 1.01a 0'7`6
5.O8TOTAL CONSTRUCTION.............................................................................. 424,000 106.0% 70.7%
G.00FURNISHINGS, LOOSE EQUIPMENT (not included )n5.O0)
8.01 Office Landscape Partitions (OLP)...................................... 46.000 11.3% 7.5%
6.02 OLP -.lowerConnecdona...................................................... 2.200 O.�� 0.4%
G.O3OLP Voice & Data Wiring................... ................................. O
G.D4OLD Contingency ( of 5.O1. G.O2. and O.O3 )............ 2.400 0.6% 0�016
6.05 Other O
G.OGTOTAL FURNISHINGS, LOOSE EQUIPMENT............................................. 49.700 12.4% 8.3�
7.00 COMMUNICATIONS (Countystaff, consultants, PO\s)
7.01 Phones (not inc(udedinG.00)-........................................... i2.00O lO% %'V%
7.O2Alarms (no\ |nc!udedin5,OO)............................................... 22.000 5.5% 3.7%
7.O3Data (not included hn5.OU)................................................... 2.OU0 3.0% 20%
7.04 Contingency , 55.011) of 7.01, 7.02. and 7.O3)....... ............ 2.300 0.6% 0.4%
7.DSOther
---------------------------- O
7.OGTOTAL COMMUNICATIONS........................................................................ 48.300 12.1% 8'1%
O'OOPROJECT CONTINGENCY ................................................................................. 28.600 7.2% 4.8%
( 5-1010 ofproject,cost
)
Q.OUFINANCE COSTS.................................................................................................. U
1O.OTOTAL PROJECT COST...................................................................................... 608.125 150.0% 100-09/6
(Sum of Items �.DO through 8.00)
SAY............... 600.000 150.0% 100.0%
U d nXOveno ) (600.000)
Total PnqezCost ovor(5.O1) Initial Construction 3 600.125 / S 400.000 = 1.50
Total Project Cost over Gross Square Feet S 600.125 / 3.035 = 74.69
(5O1) initial Co tti Gross Square Fet 3 400000 / 8035 = 49.78
Notes and oon`nwtauonu.
----,' ,'err ':a,00cnsZmap1,ucge'.
_
'
�
o
List a,Aoacxmonts:
� sno°'oo --'s�ru,icnu/c:,z.
s succe'siam,�ecc�. ��u�, �ncn :,,aces zateo �a,:reourevu/GSD�.c .-unnnn.
��=�� ll o� l2 711 M10 0,
�
��
EXHIBIT A
ROGER J. WILSON
:-%, R_ C HITE -_ T
BUDGET ESTIMATE
Tenant Improvements Mental Health - 1340 Arnold Dr.
revised 7•131i01
Description !Quantity I (Unit Cost Total
General Conditions I '� I ,0.000.CC i ,O.oco.CC
GemoIition 8.00CISr= 1.50 I OOC 00
iM_etal Studs. Gvpsurn Board ! 3.-00ISF I 10.00 1SF 30.DCC.00
I SuscenceC T-Par Cis:iina 790 I 2.�G ��
iS I �c 4
Gvosum Board Ceiling { 21.OISF I 5.00
Clerestory '•1Vindcws 25 Units I 350.00 1Each j ° '50.30
iCocrs. S delites. Harcware 1 221Units { !.340.00 IE3cr i r9 . CC.00
Electrical. Data orecaration { 8.Q00iSF 7.50 1 I 50.000.00
! i I
P=intir,g 8.0001SF I 1.20 ISF I .0C.'0
,HVAC - d=work. controis. existing_ units 1 3.000 Sr• I 3.25 !SF i 26.C10. 0
Batt Insulation at ''Wails 180lSF I 2.;-0 ISF { 4S 0
hnsulation at Ceilings I 8.000ISF { 0.45 ISF j 2 cJC.00
Roofing Reoair at HVAC Units i 1(Unit 1.500.00 1Eac7 I '.SuG.30
jMini-Blinds at Exter;or'Nincows I 201 Units I 125.00 IEacn 2.500.0C
;Carnet I ' 8901'(ards 34.00 iYaro 30.250.Cr
jAlarm 'PIiring - Fire and Burglary I 3,000 SF I 1.20 ISF ! 10.400.00
Fire Sorinkiers B.00OisF I 1.35 ISF I 10.300.0C .
,Testina and Inscection 1 11 400.00 0.00 1
lContrac-ors Overhead and Profit (1C0.'o) I 207.685.001 1 0.10 1 I 30.768.50 i
Cortinaenc`I 'S'o'y I 344.307.201 I 0.15 I I 5i.3911.C8
I I I O.CO
I I I C.00
i I I I '0.0 C
(Total 1 I I 98 944 :a
?rciect :No. 01755
Vote: C3nstruction budget estimates are provided for reference only and represent a professional coinion
based en availacle information. .actual construction costs may vary significantly from this bucget estimate
depending upon timing of construction. changed conditions. avaiiability of materials anc -abor, and •otner factors
beyond the zontrol of this `rudget estimate.
12 of 12
EXHIBIT B
Payment Request Form
First National Bank of Central California, as Escrow Agent, pursuant to that certain Escrow Agreement
dated as of September 26, 2001, by and among the said Escrow Agent, Transocean Funding, Inc. and County of
Contra Costa, California("Lessee"),is hereby requested to pay, from the Property Acquisition Fund(Account No.
42-084657) held under said Escrow Agreement, to the persons, firms or corporations designated below as payee,
the amount set forth opposite each such person's, firm's or corporation's name, in payment of the cost (as defined
in said Escrow Agreement) of the Property described on the attached page(s) designated opposite such Payee's
name and account, or, if indicated, in payment of the interest portion of Rental Payments now done or which were
previously paid by Lessee:
Payee Amount Prope
The undersigned hereby certifies with respect to a request for a disbursement of cost that attached hereto
is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance
of the Property described in the attached pages: (1) Property order form; (2) a manufacturer's or dealer's invoice;
and(3)Lessee's acceptance certificate relating to the Property in the form prescribed by the Lease described in the
Escrow Agreement.
Dated: ,200_
COUNTY OF CONTRA COSTA
By:
Its:
Approved for Payment:
Transocean Funding, Inc.
By:
Its:
r
ARBITRAGE CERTIFICATE
1, Barton J. Gilbert, hereby certify that I am the duly qualified and acting Director of General Services of the
County of Contra Costa, California (the "Lessee"), and that in my official capacity as such officer 1 am
responsible for executing and delivering, on behalf of the Lessee, a Master Lease / Option Agreement dated
as of September 26, 2001 (the "Lease"), by and between Transocean Funding, Inc., as lessor (the "Lessor")
and the County of Contra Costa, as lessee. This Certificate is being issued pursuant to Section 148 of the
Internal Revenue Service Code of 1986 (the "Code"), and Treasury Regulations, Sections 1.148-2(b)(2)(ii)
promulgated thereunder(the "Regulations")to certify certain facts and expectations regarding the Lease.
1. Under the Lease, the Lessor is required to lease and sell certain property described in the pages of
Lease Exhibit B to the Lessee, and the Lessee is required to lease and purchase such property from Lessor by
paying rent with respect thereto,comprising principal and interest,on the dates and in the amounts set forth in
the pages of Lease Exhibit C. The Lease has been entered into in order to provide for the financing of the
costs of certain property (the "Property") described in Exhibit A to the Escrow Agreement dated as of
September 26, 2001, among the Lessor, the Lessee and First National Bank of Central California, as escrow
agent(the "Agent").
2. Pursuant to the Lease and for the purpose of meeting its obligations thereunder and assuring the
Lessee of the availability of money needed to pay the cost of the Property when due, the Lessor and the
Lessee have entered the aforementioned Escrow Agreement(the "Escrow Agreement").
3.The obligations of the Lessee under Exhibit C to the Lease commence on September 26,2001, and
the Escrow Agreement respecting this Arbitrage Certificate is being executed as part of an escrow
arrangement for certain funds held on behalf of the Lessee respecting the Property. Such amount will be used
to pay the cost of the Property,which is estimated to be$6,600,000.
4. Pursuant to the Lease, the Lessee or the Lessor will, within six months of the date hereof, enter
into contracts providing for the acquisition and installation of the Property in an aggregate amount of not less
than approximately $6,600,000.00, and any interest earnings from the Property Acquisition Fund will either
be applied to the acquisition cost of these improvements to the Property and related costs or be used to pay
rentals due under the Lease or for such other governmental purposes of the Lessee.
5. The Lessee or the Lessor will proceed to acquire and install the improvements to the Property with
due diligence and, based upon the contracts described in paragraph 4 hereof, the improvements to Property
will be acquired or constructed and accepted on or before September 1, 2003, with at least 10% of the funds
for the Property spent within 6 months following funding of the Lease, 45% spent within 12 months of
funding of the Lease, 75% spent within 18 months following funding of the Lease and the balance spent
within 24 months following funding of the Lease.
6. All of the spendable proceeds in the Property Acquisition Fund established pursuant to the Escrow
Agreement will be expended on the Property by September 26, 2003. All spendable proceeds in the
Capitalized Interest Fund established pursuant to the Escrow Agreement will be expended on the interest
payments owed through March 26,2002.
7. The original proceeds of the Lease and the interest to be earned thereon do not exceed, or in any
event do not exceed by more than 5%, the amount necessary for the governmental purpose for which the
Lease is entered into.
8.No sinking fund within the meaning of Regulation Section 1.148-1(c)(2)will be maintained for
the payment of the rent due under the Lease.
9. The Property has not been,and is not expected to be during the term of the Lease,sold or
otherwise disposed of by the Lessee.
CONTRA COSTA COUNTY
Arbitrage Certificate
September 26, 2001
Page 2
10. If the Lessee issues more than $5,000,000 of obligations bearing interest which is exempt from
federal income taxation under the Code during the current calendar year, and the proceeds of the Lease deposited
in the Property Acquisition Fund are not expended within two years of the date of deposit and within the
percentage requirements for disbursement as set forth in the Treasury Regulations, the Lessee will comply with
the requirements of Section 148(f) of the Code and will rebate to the United States of America any investment
earnings on the Property Acquisition Fund in excess of the amount which would have been earned if the money in
such Fund had been invested at a yield equal to the yield on the Lease. Lessee will also as appropriate complete
and file all applicable arbitrage returns with the Internal Revenue Service.
WITNESS my hand as of this 26th day of September, 2001.
CONTRA COSTA COUNTY
—&&a�&I—
Barton J.Gilbert,Director of General Services
Payment Request No.
First National Bank of Central California as Escrow Agent, pursuant to that certain Escrow Agreement
dated as of September 26, 2001, by and among the said Escrow Agent, Transocean Funding, Inc. ("Lessor") and
Contra Costa County, California ("Lessee"), is hereby requested to pay, from the Property Acquisition Fund
(Account No. 42-084657) held under said Escrow Agreement, to the persons, firms or corporations designated
below as payee, the amount set forth opposite each such person's, firm's or corporation's name, in payment of the
cost(as defined in said Escrow Agreement) of the Property described on the attached page(s) designated opposite
such Payee's name and account, or, if indicated, in payment of the interest portion of Rental Payments now done
or which were previously paid by Lessee:
Payee Amount EEquinment
Wire Proceeds or Send Check to:
The undersigned hereby certifies with respect to a request for a disbursement of cost that attached hereto
is a duplicate original or certified copy of one or more of the following documents relating to the order, delivery
and acceptance of the Property described in the attached pages: (1) Property order form; (2) a manufacturer's or
dealer's invoice; and(3) Lessee's acceptance certificate relating to the Property in the form prescribed by the Lease
described in the Escrow Agreement. The undersigned also certifies that no other request for payment respecting
the above has been made and that no event of default or non-appropriation by the undersigned has occurred under
the Lease.
Dated: 200
CONTRA COSTA COUNTY
By:
Its:
Approved for Payment:
Transocean Funding, Inc.,Lessor
By:
Its:
CONTRA COSTA COUNTY
1220 MORELLO AVENUE, Ist FLOOR
MARTINEZ, CA 94553
September 26, 2001
Sue Burnham
Vice President
First National Bank of Central California
1001 South Main Street
Salinas, CA 93901
Dear Sue:
This is to confirm our arrangements regarding the Property Acquisition Fund(Acct. 42-084657)established
pursuant to that certain Escrow Agreement dated as of September 26, 2001, among Contra Costa County,
Transocean Funding, Inc., as lessor("Lessor")and First National Bank of Central California, as escrow agent, for
the Contra Costa County Tenant Improvements Project for 1275A Hall Avenue, Richmond and 1340 Arnold
Drive, Ste. 200, Martinez.
Contra Costa County hereby grants Lessor a security interest in such Funds, and confirms Lessor's status as a
secured parry pursuant to Section 9000 et seq. of the California Commercial Code,provided that absent any
default by Contra Costa County under the Lease or the Escrow Agreement or any event of non-appropriation
under the Lease, the County may request disbursements from such Funds as provided under the Escrow
Agreement.
This is also to confirm that the interest rate on the account will be 4.25%.
Please retain a copy of this letter in your files for such Funds.
Sincerely your A,
Barton J. Gilbert
Director of General Services
ACKNOWLEDGED AND AGREED TO.
Transocean Funding, Inc. (Lessor)
shua G. Cooperman, President
(esc ap\contra costa\mcnimprovescOl)