HomeMy WebLinkAboutMINUTES - 12032002 - C118 Ile,,`
TCT. BOARD OF SUPERVISORS Contra
FROM: JOHN SWEETEN, CAO Caste
DATE: DECEMBER 3, 2002 R
0 County
SUBJECT: APPROVE AMENDMENT TO FACILITY LEASE C-4r$
FOR COUNTY LEASED FACILITIES AT 1275 HALL AVE.,
RICHMOND, AND 1340 ARNOLD DR., MARTINEZ
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE an amendment to the facility lease with Transocean Funding, Inc. for property
located at 1275 Hall Ave., Richmond and 1340 Arnold Dr., Martinez, to reduce the overall
interest costs on outstanding County debt on these properties and AUTHORIZE the Director
of General Services, or designee, to execute all documents and contracts and take all actions
as required to complete this lease amendment.
FISCAL IMPACT:
The proposed lease amendment represents the refinancing of outstanding County debt on
office space at 1275 Hall Ave., Richmond and 1340 Arnold Dr., Martinez, leased by the
County for use by the Departments of Employment and Human Services and Health Services.
The balance of existing debt under this financing lease is $6,701,023. The Current interest
rate on this debt is 5.36%. The proposed lease amendment will lower the interest rate to
4.43%, resulting in a savings of approximately $100,000 (in current dollars) over the
remaining term of the debt, which ends in the year 2011. Approximately 90% of these savings
will accrue to the Employment and Human Services Department and 10% to the Health
Services Department.
BACKGROUND
The Board approved the original financing agreement with Transocean Funding, Inc. on
August 7, 2001. The agreement financed tenant improvements to 60,000 square feet of office
space at 1275 Hall Ave., Richmond, occupied by the Employment and Human Services
Department, and 9,000 square feet of space at 1340 Arnold Dr., Martinez, occupied by the
Health Services Department. Both buildings have ten-year leases that expire in 2011. The
County has two optional ten-year lease extensions on 1275 Hall Ave.
CONTINUED ON ATTACHMENT: X YES SIGNATU E: 10 Li"[../.
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDKTION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON DEMOM a 2,{ APPROVE AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS 1 HEREBY CERTIFY THAT THIS IS A TRUE
X AND CORRECT COPY OF AN ACTION TAKEN
UNANIMOUS(ABSENTNONE ) AND ENTERED ON THE MINUTES OF THE
BOARD OF SUPERVISORS ON THE DATE
AYES: NOES: SHOWN.
ABSENT: ABSTAIN:
ATTESTEt7DM 3,2002
CONTACT: Laura Lockwood,51093 JOHN SWEETEN,CLERK OF THE
BOARD OF SUPERVISORS AND
COUNTY ADMINISTRATOR
CC:
CAQ
96neral Services(Leave Management)
Employmo t and Human Sarvkm
Health Services j
BY
,DEPUTY
�� �/�' .fes:•�:� . �.
FIRST AMENDMENT TO MASTER LEASE/OPTION AGREEMENT
1275A HALL AVENUE
RICHMOND,CALIFORNIA
And
1340 ARNOLD DRIVE, STE.200
MARTINEZ,CALIFORNIA
1. PARTIES. This First Amendment bated as of November 1, 2002(this
"Amendment")between ORIS Public Finance LLC,as assignee of Transocean Funding,Inc.
('Lessor),and County of Contra Costa,California ("Lessee's or"County"),amends and
supplements that certain Master Lease/Option Agreement between Lesser and Lessee dated as of
September 26,2001 (the"Original Lease,"together with this Amendment,the"Lease")relating to
certain personal property and tenant improvements on property located at 1275A Hall Avenue,
Richmond, California;and 1340 Arnold Drive, Ste. 200,Martinez Road,California. Capitalized
terms used and not defined herein are as defined in the Original Lease.
2. PURPOSES, Lessor and County desire to amend the Original Lease to address
Hazardous Substances(as defined below)and to augment County's indemnification of Lessor and
its assigns.
3. AMENDMENTS TO LEASE, The Original Lease is amended as follows:
a. Lease Payments. Exhibit C- Schedule of Lease Payments is deleted and the
Exhibit C- Schedule of Lease Payments attached hereto as Schedule 1 is inserted in lieu
thereof.
b. Abatement of Lease Payments. Section 4.2(c)is deleted and the following is
inserted in lieu thereof-
"(c)
hereof"(c)Lease Payments shall be abated proportionately, during any period in which by
reason of any damage or destruction,there is substantial interference with the use and
occupancy of the Property by Lessee,in the proportion in which the initial cost of that
portion of the Property rendered unusable bears to the initial cost of the entire Property.
Such abatement shall continue for the period commencing with such damage or destruction
and ending with the substantial completion of the work of repair or reconstruction. In the
event of any such damage or destruction,this Lease shall continue in full force and effect
and the Lessee waives any right to terminate this Lease by virtue of any such damage or
destruction. This section shall not reduce the obligation of any insurance company to
indemnify Lesser for lost rentals."
C. Insurance. The last sentence of the first paragraph of Article VII is deleted
and the following is inserted in lieu thereof. "Lessee shall maintain during the term of this
Lease rental interruption insurance in an amount at least equal to the Lease Payments due
hereunder for a period of twenty-four months, with third party insurers reasonably
acceptable to Lessor."
d. Indemnification. Article IX is amended to add the following paragraphs.
"To the extent permitted by law, Lessee shall indemnify Lessor and its assigns
against,and hold Lessor and its assigns harmless from, any and all claims, actions,
proceedings,causes of action, expenses, damages, liabilities,penalties, interest, costs or
similar charges of whatever nature, including attorney's fees,arising out of or connection
with the Property,including,without limitation, its acquisition,possession,use,operation,
construction or improvement.
"To the extent permitted by law, Lessee shall indemnify Lessor and its assigns and
hold Lessor and its assigns harmless against any and all claims, actions,proceedings, causes
of action, expenses, liabilities,damages,penalties, interest,costs or similar charges of
whatever nature, including attorneys'fees,in connection with any property,real estate,
transfer, sales,use or any other taxes,fees,assessments or imposts which may be assessed
against the Property or the transaction contemplated by this Lease."
"Lessee agrees to defend, save,protect, indemnify and hold Lessor and its assigns
harmless from and against all liabilities,claims,actions,foreseeable and unforeseeable
consequential damages,penalties,costs(of whatever nature), and expenses(including sums
paid in settlement of claims and all consultant, expert and legal fees and expenses of
Lessor's counsel)or loss directly or indirectly arising out of or resulting from any
Hazardous Substance in, on,or around any part of the property on which the Property is
located or in the soil, groundwater or soil vapor on or under the property, including those
incurred in connection with any investigation of site conditions or any clean-up,remedial,
removal or restoration work,or any resulting damages or injuries to the person or property
of any third parties or to any natural resources.
"The term"Hazardous Substance"means any substance,material or waste,including
asbestos and petroleum(including crude oil or any fraction thereof), which is or becomes
designated,classified or regulated as being"toxic,""hazardous,"a"pollutant"or similar
designation under any federal, state or local law,regulation or ordinance."
e. Exhibits. The following Exhibits are added to the existing Exhibits and made
a part of the Original Lease.
Exhibit E-2 Opinion of County Counsel
Exhibit H-2 Resolution/Board Order
Exhibit I-2 Incumbency Certificate
2.
y y.
4. COUNTY REPRESENTATION AND WARRANTY. The County hereby
represents and wan-ant that,to the best of its knowledge after reasonable inquiry,no claims have
been filed regarding Hazardous Substances and nothing has came to its attention that would cause it
to believe that any Hazardous Substances have been released on the property on which the Property
is located in violation of any law or regulation.
5. EFFECT. Except as otherwise provided herein,the provisions of the Original Lease
are hereby ratified and confirmed and shall remain in full force and effect. In the event of a conflict
between the terms of this Amendment and the Original Lease,the terms of this Amendment shall
control.
6. CClNSIDERATION. The County acknowledges that it is entering into this
Amendment in lieu of purchasing the Property under the provisions of the Original Lease and
entering into a new lease purchase agreement with respect thereto and agrees to pay to Lessor the
amount of$8,013,454.00 as consideration for entering into this Amendment.
3.
IN WITNESS WHEREOF,the parties have executed this First Amendment to the Master
Lease/Option Agreement as of the date set forth above.
COUNTY: ORIX PUBLIC FINANCE LLC
As Lessor
COUNTY OF CONTRA COSTA,
a political subdivision of the State of California
By:
By: Robert C. Neptune,President
Director of General Services
RECOMMENDED FOR APPROVAL:
By:
Director, Capital Facilities&Debt
Management
By:
Deputy General Services Director
By:
Lease Manager
APPROVED AS TO FORM:
SYLVANO MARCHESI,County Counsel
By:
Deputy County Counsel
4.
EXHIBIT C-2
COUNTY OF CONTRA COSTA
FIRST AMENDMENT DATED AS OF NOVEMBER 1,2002,
TO
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26,2001
SCH ,DULE OF LEASE PAIN _ S
This Exhibit applies to Property set forth on Exhibit B.
Prepayment
Concluding purchase
Date Amount Principal Interest Balance Option*
511/03 471,379.65 324,804.52 146,575.73 6,292,582.63 6,418,434.28
11/1/03 471,379.65 331,998.94 139,380.71 5,960,583.69 6,079,795.36
5/1/04 471,379.65 339,352.72 132,026.93 5,621,230.97 5,733,655.59
11/1/04 471,379.65 346,869.38 124,510.27 5,274,361.59 5,379,848.82
5/1/05 471,379.65 354,552.54 116,827.11 4,919,809.05 5,018,205.23
11/1105 471,379.65 362,405.88 108,973.77 4,557,403.18 4,648,551,24
5/1/06 471,379.65 370,433.17 100,946.48 4,186,970.01 4,270,709.41
11/1/06 471,379.65 378,638.26 92,741.39 3,808,331.75 3,884,498.39
5/1/07 471,379.65 387,025.10 84,354.55 3,421,306.65 3,455,519.72
11/1/07 471,379.65 395,597.70 75,781.94 3,025,708.95 3,055,966.04
5/1108 471,379.65 404,360.19 67,019.45 2,621,348.75 2,647,562.24
11/1/08 471,379.65 413,316.77 58,062.87 2,208,031.98 2,230,112.30
5/1/09 471,379.65 422,471.74 48,907.91 1,785,560.24 1,785,560.24
11/1/09 471,379.65 431,829.49 39,550.16 1,353,730.75 1,353,730.75
5/1/10 471,379.65 441,394.51 29,985.14 912,336.24 912,336.24
11/1/10 471,379.65 451,171.40 20,208.25 461,164.85 461,164.85
511111 471,379.65 461,164.85 10,214.80 0.00 1.00
GRAND TOTAL $$,013,454.00
*Assumes payment on this date has been made.
PAGE 2 TO EXHIBIT C•2 OF FIRST AMENDMENT
APPROVED.
COUNTY OF CONTRA COSTA
By;
Director of General Services
EXHIBIT E-2
Opinion of County Counsel
December 4,2002
Lessee: County of Contra Costa
1220 Morello Avenue, Suite 100
Martinez, California 94553
Lessor: ORIX PUBLIC FINANCE LLC
2600 Grand Boulevard, Suite 380
Kansas,City, MO 64108
Re: First Amendment to Master Lean/Option Agreement dated as of November 1,2002,
by and between ORIX PUBLIC FINANCE LLC("Lessor"),as assignee of
Transocean Funding,Inc. ("Original Lessor"), and the County of Contra Costa
("Lessee")(the "Amendment"),amending that certain Master Lease/Option
Agreement dated as of September 26,2001,by and between Original Lessor and
Lessee(the "Original Lease" and together with the Amendment,the "Lease")
Ladies and Gentlemen:
1 have acted as counsel to the Lessee with respect to the First Amendment to Master
Lease/Option Agreement(re: 1275A Hall Avenue,Richmond; and 1340 Arnold Drive, Ste. 200,
:Martinez Road)described above(the "Amendment"),and various related matters, and in this
capacity have reviewed a duplicate original or certified copy of the Amendment,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.
2. Lessee is authorized and has the power under State law to enter into the
Amendment, and to carry out its obligations thereunder and the transactions contemplated
thereby.
3. The Amendment 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.
4. The authorization,approval and execution of the Amendment 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 Amendment and the appropriation of monies to pay the
Lease Payments corning due under the Lease, do not result in the violation of any constitution,
statutory or other limitation relating to the manner,form or amount of indebtedness which may
be incurred by Lessee.
6. To the best of my knowledge, having performed reasonable diligence and
investigation,there is no litigation,action, suite 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 Amendment 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 are permitted to rely upon this opinion.
Very truly yours,
SYLVANO MARCIES'I,
County Counsel
By:
Philip S. Althoff,
Deputy County Counsel
Cc: Transocean Funding, Inc
EXHIBIT H-2
COUNTY OF CONTRA COSTA MASTER LEASE/OPTION AGREEMENT
DATED AS OF SEPTEMBER 26,2001,AS AMENDED BY FIRST
AMENDMENT TO MASTER LEASE/OPTION AGREEMENT DATED AS OF
NOVEMBER 1,2002
RESOLUTION/BOARD ORDER OF THE
BOARD OF SUPERVISORS
(To be inserted here)
EXHIBIT I-2
INCUMBENCY CERTIFICATE
do hereby certify that I am the duly elected or appointed and
acting 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(s) named below is/are 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 or her 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 First Amendment to Master Lease/Option Agreement dated as of
November 1, 2002,between such entity and ORIX Public Finance LLC on behalf ofMBIA
Capital Corp. 2001-I Tax-Exempt (grantor Trust, as assignee of Transocean Funding, Inc.
("Lessor");and(iii)the authority is provided by a resolution or board order of the Board of the
Lessee or an internal policy of the Lessee.
Printed Name Title Signature
Barton J. Gilbert Director of General Services
"ak J—
Carol Chan Lease Manager -6t&
IN WITNESS WHEREOF, I have duly executed this Certificate as of the 5th day of
December 2002,
Authorized Signature
STATE OF CALIFORNIA }
COUNTY OF CONTRA COSTA )
On before me, (/W,t.l ,y
a Deputy Clerk of the Board of Supervisors, Contra Costa County, personally appeared
who Is personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) jeare subscribed to the within instrument and
acknowledged to me that >6I4htlthey executed the same in 14V*/their authorized
capacity(ies), and that by hW/Wrltheir signature(s) on the instrument, the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
In witness whereof, I have hereunto set my hand the day and year first above written.
Signature Ve44,--
Deputy
Clerk
a
I
l.2
FIRST AMENDMENT TO MASTER LEASE/OPTION AGREEMENT
1275A FALL AVENUE
RICHMOND,CALIFORNIA
And
1340 ARNOLD DRIVE, STE.200
MARTINEZ, CALIFORNIA
1. PARTIES. This First Amendment dated as of November 1, 2002 (this
"Amendment")between ORIX Public Finance LLC on behalf of MBIA Capital Corp. 2001-I Tax-
Exempt Grantor Trust, as assignee of Transocean Funding, Inc. ("Lessor") with respect to the
hereinafter defined Original Lease, and County of Contra Costa, California ("Lessee"or
"County"), amends and supplements that certain Master Lease/Option Agreement between Lessor
and Lessee dated as of September 26, 2001 (the"Original Lease,"together with this Amendment,
the"Lease")relating to certain personal property and tenant improvements on property located at
1275A Hall Avenue, Richmond, California; and 1340 Arnold Drive, Ste. 200, Martinez Road,
California. Capitalized terms used and not defined herein are as defined in the Original Lease.
2. PURPOSES. Lessor and County desire to amend the Original Lease to restate the
amounts, due dates, and interest components of the remaining Lease Payments, to address
Hazardous Substances (as defined below), and to augment County's indemnification of Lessor and
its assigns.
3. AMENDMENTS TO LEASE. The Original Lease is amended as follows:
a. Lease Pavments. Exhibit C- Schedule of Lease Payments is deleted and the
Exhibit C- Schedule of Lease Payments attached hereto as Schedule 1 is inserted in lieu
thereof.
b. Indemnification. Article IX is amended to add the following paragraphs:
"To the extent permitted by law, Lessee shall indemnify Lessor and its assigns
against, and hold Lessor and its assigns harmless from, any and all claims, actions,
proceedings, causes of action, expenses, damages, liabilities,penalties, interest, costs or
similar charges of whatever nature, including attorney's fees, arising out of or connection
with the Property, including, without limitation,its acquisition,possession,use, operation,
construction or improvement.
"To the extent permitted by law, Lessee shall indemnify Lessor and its assigns and
hold Lessor and its assigns harmless against any and all claims, actions,proceedings, causes
of action, expenses, liabilities, damages,penalties, interest, costs or similar charges of
922365.1
1
whatever nature, including attorneys' fees, in connection with any property,real estate,
transfer, sales,use or any other taxes, fees, assessments or imposts which may be assessed
against the Property or the transaction contemplated by this Lease."
"Lessee agrees to defend, save,protect, indemnify and hold Lessor and its assigns
harmless from and against all liabilities, claims,actions, foreseeable and unforeseeable
consequential damages,penalties, costs (of whatever nature), and expenses (including sums
paid in settlement of claims and all consultant, expert and legal fees and expenses of
Lessor's counsel)or loss directly or indirectly arising out of or resulting from any
Hazardous Substance in, on, or around any part of the property on which the Property is
located or in the soil, groundwater or soil vapor on or under such property, including those
incurred in connection with any investigation of site conditions or any clean-up,remedial,
removal or restoration work, or any resulting damages or injuries to the person or property
of any third parties or to any natural resources.
"The terra."Hazardous Substance"means any substance,material or waste, including
asbestos and petroleum(including crude oil or any fraction thereof), which is or becomes
designated,classified or regulated as being"toxic,""hazardous,"a"pollutant"or similar
designation under any federal, state or local law,regulation or ordinance."
C. ENhibits. The following Exhibits attached hereto are added to the existing
Exhibits and made a part of the Original Lease.
Exhibit E-2 Opinion of County Counsel
Exhibit H-2 Resolution/Board Order
Exhibit 1-2 Incumbency Certificate
4. COUNTY REPRESENTATION AND WARRANTY. The County hereby
represents and warrant that,to the best of its knowledge after reasonable inquiry, no claims have
been filed regarding Hazardous Substances and nothing has come to its attention that would cause it
to believe that any Hazardous Substances have been released on the property on which the Property
is located in violation of any law or regulation.
5. EFFECT. Except as otherwise provided herein, the provisions of the Original Lease
are hereby ratified and confirmed and shall remain in full force and effect. In the event of a conflict
between the terms of this Amendment and the Original Lease, the terms of this Amendment shall
control.
6. CONSIDERATION. The County acknowledges that it is entering into this
Amendment in lieu of purchasing the Property under the provisions of the Original Lease and
entering into a new lease purchase agreement with respect thereto and agrees to pay to Lessor the
amount of$129,556.61 as consideration for entering into this Amendment. In addition,the County
hereby agrees to pay$65,803.96 on December 5, 2002 to ORIX Public Finance LLC on behalf of
MBIA Capital Corp. 2001-I Tax-Exempt Grantor Trust,representing the accrued interest on the
Original Lease at an interest rate of 5.30%from September 27, 2002 through December 5, 2002.
2.
922365.1
IN WITNESS WHEREOF,the parties have executed this First Amendment to the Master
Lease/Option Agreement as of the date set forth above.
COUNTY: ORIX PUBLIC FINANCE LLC,
On behalf of MBIA Eapital Corp. 2001-I Tax-
COUNTY OF CONTRA COSTA, Exempt,Rrantor TY
`.
a political subdivision of the State of California As Lessor p
as Lessee16
/
i
By: - .. By:
irector of General Services , .wfR:obert ept , President
RECOMMENDED FOR APPROVAL:
By:
Director, Capital Facdities&Debt
Management
By: 4f
'' 1A 3
D ty''General Services Director
By: r
Lease Manager
APPROVED AS TO FORINT:
SYLVANO MARCHESI, County Counsel
By:
Assistant County Counsel
3.
SCHEDULE 1
TO FIRST AMENDMENT TO MASTER LEASE/OPTION AGREEMENT
EXHIBIT C
COUNTY OF CONTRA COSTA
MASTER LEASE/OPTION AGREEMENT
DATED AS OF
SEPTEMBER 26,2041
SCHEDULE OF LEASE PAYMENTS
This Exhibit applies to Property set forth.on Exhibit B.
Prepayment
Concluding Purchase
Date Amount Principal Interest Balance Option*
5/1/03 471,379.65 324,804.52 146,575.13 6,292,582.63 6,418,434.28
11/1/03 471,379.65 331,998.94 139,380.71 5,960,583.69 6,079,795.36
5/1/04 471,379.65 339,352.72 132,026.93 5,621,230.97 5,733,655.59
11/1/04 471,379.65 346,869.38 124,510.27 5,274,361.59 5,379,848.82
5/1/05 471,379.65 354,552.54 116,827.11 4,919,809.05 5,018,205.23
11/1/05 471,379.65 362,405.88 108,973.77 4,557,403.18 4,648,551.24
5/1/06 471,379.65 370,433.17 100,946.48 4,186,970.01 4,270,709.41
11/1/06 471,379.65 378,638.26 92,741.39 3,808,331.75 3,884,498.39
5/1/07 471,379.65 387,025.10 84,354.55 3,421,306.65 3,455,519.72
11/1/07 471,379.65 395,597.70 75,781.94 3,025,708.95 3,055,966.04
5/1/08 471,379.65 404,360.19 67,019.45 2,621,348.75 2,647,562.24
11/1/08 471,379.65 413,316.77 58,062.87 2,208,031.98 2,230,112.30
5/1/09 471,379.65 422,471.74 48,907.91 1,785,560.24 1,785,560.24
11/1/09 471,379.65 431,829.49 39,550.16 1,353,730.75 1,353,730.75
5/1/10 471,379.65 441,394.51 29,985.14 912,336.24 912,336.24
11/1/10 471,379.65 451,171.40 20,208.25 461,164.85 461,164.85
5/1/11 471,379.65 461,164.85 10,214.80 0.00 1.00
$ 8,013,454.00
GRAND TOTL.
*Assumes payment on this date has been made.
922365.2
PAGE 2 TO SCHEDULE 1 OF FIRST AMENDMENT TO MASTER LEASE/OPTION
AGREEMENT
APPROVED.
COUNTY OF CONTRA COSTA
By: 0&& - -WLE-
c' .--
Director of General Services
py r
E Hi13rr E-2
OFFICE OF THE COUNTY COUNSEL �,._..z y SILVANa B.MARCHESI
COUNTY OF CONTRA COSTA ��: - '.� COUNTY COUNSEL
Administration Building _ _ ;t'*, * SHARON L.ANDERSON
651 Pine Street, 91'Floor ` CIRIErAssisrarrr
Martinez, California 94553-1229
GREGORY C.HARVEY
(925) 335-1600 VALERIE J. RANCHE
(925) 646-1076 (fax) '
���� � :, � AsstsrAws
December 4, 2402
Lessee. COUNTY OF CONTRA COSTA
General Services Department
1220 Morello Avenue
Martinez, CA 94553
Lessor: ORA PUBLIC FINANCE LLC
2600 Grand Boulevard, Suite 380
Kansas City, MO 64108
RE: First Amendment to Master LeaselOption Agreement dated as of November
112002, by and between ORIX PUBLIC FINANCE LLC ("Lessor"),as
assignee of"Transocean Funding,Inc. ("Original Lessor") and the County of
Contra Costa("Lessee")(the"Amendment"), amending that certain Master
Lease/Option Agreement dated as of September 26, 2001,by and between
Original Lessor and Lessee(the"Original Lease" and together with the
Amendment,the"Lease")
Ladies and Gentlemen:
I have acted as counsel to the Lessee with respect to the First Amendment to Master
Lease/Option Agreement (re: 1275A Hall Avenue, Richmond and 1340 Arnold Drive, Ste. 200,
Martinez Road) described above(the"Amendment"), and various related matters, and in that
capacity have reviewed a duplicate original or certified copy of the Amendment, 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 Amendment
and to carry out its obligations thereunder and the transaction contemplated thereby.
ORIX PUBLIC FINANCE LLC
2600 Grand Boulevard, Suite 380
Kansas City, MO 64108 -2- December 4, 2002
3. The Amendment 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.
4. The authorization approval, and execution of the Amendment 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 Amendment and the appropriation of monies to pay the lease
payments coming due under the Lease do not result in the violation of any constitution, statutory,
or other limitation relating to the manner, form, or amount of indebtedness which may be
incurred by Lessee.
6. To the best of my knowledge, having performed reasonable diligence and
investigation 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 Amendment 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 Amendment and the Lease, the performance by Lessee of all its
obligations under the Amendment and the Lease, the enforceability and enforcement of the Lease
against the Lessee, or the ability of Lessee otherwise to perform its obligations under the
Amendment and the Lease and the transactions contemplated thereby.
You and your assigns are permitted to rely upon this opinion.
Very truly yours,
Silvano B. Marchesi
County Counsel
4�
By. Phillip S. Althoff
Deputy County Counsel
EXHIBIT H-2
COUNTY OF CONTRA COSTA MASTER LEASE/OPTION AGREEMENT
DATED AS OF SEPTEMBER 26,2001,AS AMENDED BY FIRST
AMENDMENT TO MASTER LEASE/OPTION AGREEMENT DATED AS OF
NOVEMBER 1,2002
RESOLUTION/BOARD ORDER OF THE
BOARD OF SUPERVISORS
(To be inserted here)