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HomeMy WebLinkAboutMINUTES - 06192001 - C.120 GENERAL SERVICES DEPARTMENT LEASE MANAGEMENT DIVISION 1220 Morello Avenue, Suite 100 Martinez, California 94553-4711 Extension 3-7250 FAX 3-7299 DATE: June 5, 2001 TO: John Sweeten, County Administrator FROM: t0arton J. Gilbert, Director of General Services SUBJECT: June 19, 2001 Agenda: Revenue Sublease for 1034 Oak Grove Road, Concord, Bldg. T00021 The County has a Facility Lease with Purchase Option with Transocean Financing Corporation for the above site location. The site will be used as an adolescent residential treatment facility. The Health Services Department has awarded Seneca Center the contract to operate the program. A revenue sublease with Seneca has been negotiated as follows: OCCUPANT: SENECA CENTER, a private'non-profit corporation RENT: $30,000.00 per month rent TERM: Commencing July 1, 2001 and ending June 30, 2006. PREVIOUS RENT: N/A SQUARE FEET: Approximately 13,100 sq.ft. total: 10,600 sq.ft. residential facility building; 2,500 sq.ft. classroom and office building SPACE TYPE: Adolescent Residential Treatment Facility COUNTY RESPONSIBILITY: Roof, structural integrity, major repair and replacement of HVAC, plumbing, electrical systems SUBLESSEE RESPONSIBILITY: Interior, exterior, ground maintenance. Routine repair and replacement of HVAC, plumbing and electrical systems. ADDRESS: 1034 Oak Grove Road, Concord CODE SECTION 25351 NOTIFICATION: N/A. G:\LeaseMgt\CAROL\1034SenecaRevenueleaseagendaitem.doc �. TG BOARD OF SUPERVISORS FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES - Contra Costa DATE: June 19, 2001 County r SUBJECT: SUBLEASE for 1034 OAK GROVE ROAD, CONCORD FOR THE SOCIAL SERVICE DEPARTMENT (BLDG. T00021) SPECIFIC REQUESTS OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. RECOMMENDATION APPROVE Sublease with Seneca Center, a non-profit corporation, commencing no earlier than July 1, 2001, for the premises at 1034 Oak Grove Road, Concord under the terms and conditions more particularly set forth in said Sublease and AUTHORIZE the Director of General Services to EXECUTE said Sublease on behalf of the County; DETERMINE that compliance with the California Environmental Quality Act (CEQA) for this project was completed when on March 21, 2000, the Board determined pursuant to Section 15061 (b) (3) this project was a Class 1(a)Categorical Exemption. II. FINANCIAL IMPACT Revenue Sublease. Annual revenues are estimated to total $360,000.00 which is equal to the annual rental payments. Revenues are credited to the Health Services Department since all expenditures for the facility are charged to Health Services. III. REASONS FOR RECOMMENDATION/BACKGROUND On March 21, 2000 your Board approved a Facility Lease with Purchase Option with Transocean Financing Corporation for the premises at 1034 Oak Grove Road, Concord for use as a residential adolescent treatment facility. On June 27, 2000, your Board awarded a construction contract to P.J. Atkinson Construction for remodel of the existing approximate 10,600 sq.ft. building and construction of a 2,500 sq.ft. classroom /office building component of the program. The Health Services Department issued a Request for Proposal for a contractor to operate the program and selected Seneca Center. Approval of this recommended action authorizes the Director of General Services to execute the necessary sublease with Seneca, Inc. for their occupancy of 1034 Oak Grove Road, Concord. CONTINUED ON ATTACHMENT: YES SIGNATURE:�J 6� &--<ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE A--'A'PPROVE OTHER SIGNATURE(S): a".., ACTION OF BOAR O 1�*Ce AIC �0 6CS/ APPROVED AS RECOMMENDED _c A�7iER' VOTE OF SUPERVISORS UNANIMOUS(ABSENT ) AYES: NOES: ABSENTS: ABSTAIN: MEDIA CONTACT: BARTON J.GILBERT(313-7100) CC: General Services Department-Lease Management Division I HEREBY CERTIFY THAT THIS IS A TRUE Accounting AND CORRECT COPY OF AN ACTION TAKEN g AND ENTERED O HE MINUTES OF THE BOARD Auditor-Controller(via UM) OF SUPERVISO ON THE DATE SHOWN. County Administrator's Office (via UM) Lessee(via UM) ATTESTED Health Services(via UM) O N SWEETEN,CLE#K OF THE BOARD OF Risk Management(via UM) SUPERVISORS AND COUNTY ADMINISTRATOR Orig:General Services Department-UM 52 BY DEPUTY G.\LeaseMgt\CAROL\10340akGroveSenecabo.dot M382(10/88) SUBLEASE TABLE OF CONTENTS 1034 OAK GROVE ROAD CONCORD, CALIFORNIA SENECA CENTER SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES .......................................................................................................I A.2. LEASE OF PREMISES.................................................................................1 A.3. TERM.............................................................................................................1 A.4. RENT.............................................................................................................2 A.5. EXTENSIONS...............................................................................................2 A.6. UTILITIES AND JANITORIAL SERVICES...............................................3 A.7. MAINTENANCE AND REPAIRS ...............................................................3 A.8. NOTICES.......................................................................................................4 A.9. EXHIBITS AND ATTACHMENTS.............................................................5 A.10. WRITTEN AGREEMENT............................................................................5 A.11. TIME IS OF THE ESSENCE........................................................................5 A.12. SIGNATURE BLOCK ..................................................................................5 SECTION B: STANDARD PROVISIONS B.I. HOLDING OVER..........................................................................................6 B.2. USE OF PREMISES......................................................................................6 B.3. HOLD HARMLESS ......................................................................................6 B.4. ALTERATIONS, FIXTURES, AND SIGNS................................................6 B.5. DESTRUCTION............................................................................................7 B.6. OUIET ENJOYMEN ...................................................................................7 B.7. DEFAULTS ...................................................................................................7 B.8. SURRENDER OF PREMISES......................................................................9 B.9. SUCCESSORS AND ASSIGNS .................................................................10 13.10. SEVERABILITY.........................................................................................10 B.11. WASTE, NUISANCE..................................................................................10 B.12. INSPECTION 10 SECTION C: SPECIAL PROVISIONS C.1. ASSIGNMENT OR SUBLEASE................................................................1 1 C.2. PROPERTY TAXES ...................................................................................11 C.3. POSSESSORY INTEREST TAX................................................................11 C.4. INSURANCE.............................................................................................. 1 l C.5. TELEPHONE SYSTEM..............................................................................13 C.6. SUBLESSEE FURNITURE INVENTORY................................................13 C.7. HAZARDOUS MATERIALS.....................................................................14 C.8. PROGRAM SERVICE CONTRACT..........................................................15 C.9. SERVICES BY SUBLESSEE.....................................................................15 EXHIBITS A-MASTER LEASE B-PREMISES ' SUBLEASE FOR SENECA CENTER 1034 OAK GROVE ROAD CONCORD, CALIFORNIA SECTION A: BASIC TERMS AND CONDITIONS A.1. PARTIES: Effective on , the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called "COUNTY", and SENECA CENTER, a California private non-profit corporation, hereinafter called "SUBLESSEE", mutually agree and promise as follows: A.2. LEASE OF PREMISES: TRANSAMERICA FINANCING CORPORATION, as LESSOR, and COUNTY as LESSEE entered into a facility lease dated March 1, 2000 hereinafter referred to as Master Lease, attached hereto and incorporated herein as Exhibit "A"—MASTER LEASE, for the premises located at 1034 Oak Grove Road, Concord, APN 129-190-012, 043 and 044. For and in consideration of the rents, terms, covenants and conditions of this sublease, (the "Sublease") which is subject to the terms and conditions of the Master Lease, COUNTY hereby subleases to SUBLESSEE, and SUBLESSEE leases from COUNTY those certain premises described as follows: approximately 13, 011 square feet of building space which is comprised of a'10,611 square foot psychiatric residential care facility and a 2,400 square foot classroom/office facility on approximately 1.55 acres of associated grounds, commonly known as 1034 Oak Grove Road, Concord, California, APN 129-190-012, 043 and 044, (the "Premises") as further described in Exhibit "B" — PREMISES, which is attached hereto and incorporated herein. A.3. TERM: The term of the Sublease shall be four (4) years, eleven (11) months commencing August 1, 2001 and ending June 30, 2006. G:\I_easeMgt\CA RO1_\Senecalease.doc - 1 - A.4. RENT: SUBLESSEE shall pay to COUNTY as rent for the use of the Premises a y monthly rental as follows,payable in advance on the first day of each month during the term of this Sublease. TIME PERIOD MONTHLY RENTAL August 1, 2001 through June 30, 2002 $35,400.00 July 1, 2002 through June 30, 2003 $29,500.00 July 1, 2003 through June 30, 2006 $32,000.00 Notwithstanding the foregoing, if in the initial month, SUBLESSEE takes possession of the Premises after the first of the month, rent shall be prorated for the initial month of August, 2001 only. Payments shall be mailed to: Contra Costa County General Services Department 1220 Morello Avenue, Suite 200 Martinez, CA 94553-4711 or to any other location as may be designated by COUNTY. If any rental fee is not paid to COUNTY within ten (10) business days after the due date, a late fee (the "Late Fee") of FIVE HUNDRED AND NO/100 DOLLARS ($500.00) shall be added to the payment and the total sum shall be immediately due and payable to COUNTY, plus interest on any unpaid balance, at a rate of one and one-half percent (1.5%) per month, to be prorated if necessary, from the date the unpaid balance was due and payable until paid in full. If any rental is not paid due to circumstances beyond the control of SUBLESSEE as defined in Paragraph B.7.a. of this Lease, COUNTY, at its sole discretion, may waive the payment of the Late Fee. A.5. EXTENSIONS: If the SUBLESSEE is not in default of any provision of this Agreement, the SUBLESSEE may, at its option, extend this Sublease upon same term and conditions, except the rental shall be adjusted as follows: A. First Option: For a three (3) year term, commencing July 1, 2006 and ending June 30, 2009 at a Rental of THIRTY THREE THOUSAND FIVE HUNDRED AND NO/100DOLLARS ($33,500.00) per month. G:\LcaseMgt\CAROL\Senecalease.doc - 2 - B. Second Option: For a two (2) year term, commencing July 1, 2009 and ending June 30 2011 at a Rental of THIRTY FIVE THOUSAND AND NO/100 DOLLARS ($35,000.00) per month. It is understood and agreed that SUBLESSEE shall give COUNTY one hundred twenty (120) days prior written notice of its intention to exercise any option to extend this Sublease. However, in the event SUBLESSEE does not give such written notice, its right to exercise any option before termination of the Sublease shall not expire until fifteen (15) business days after receipt of COUNTY's written demand to SUBLESSEE to exercise or forfeit said option. A.6. UTILITIES AND JANI'T'ORIAL SERVICES: SUBLESSEE shall pay for all janitorial, telephone, gas, electric, water, sewer, refuse collection and grounds maintenance services provided to the Premises. A.7. MAINTENANCE AND REPAIRS: a. COUNTY shall keep the roof and exterior of Premises in good order, condition, and repair and shall maintain the structural integrity of the Premises. b. SUBLESSEE shall maintain the doors and their fixtures, closers and hinges, glass and glazing, and all locks and key systems used in the Premises. C. SUBLESSEE shall keep and maintain the interior of the Premises in good order, condition, and repair, including but not limited to repairs to interior damaged by residents and invitees, replacement of window coverings, and carpet replacement. COUNTY shall repair damage to the interior caused by failure to maintain the exterior in good repair, including damage to the interior caused by roof leaks and/or exterior wall leaks. d. SUBLESSEE shall keep the electrical, lighting, water, and plumbing systems in good order, condition, and repair and shall be responsible for routine maintenance, minor repairs, plumbing stoppages and damage caused by abusive use or neglect. COUNTY shall be responsible for all major repairs to G:\LeaseM gt\CA ROL\Senecalease.doc - 3 - . the electrical, lighting and plumbing systems. For the purpose of this Sublease, major repair shall be defined as an expense which exceeds $1,500.00 per occurrence. e. COUNTY shall maintain and repair the heating, ventilating, and air-condi- tioning systems. f. SUBLESSEE shall maintain the parking lot, landscaping, fencing, sprinkler system, and exterior lighting system in good order, condition, and repair. g. SUBLESSEE shall be responsible for the maintenance and repair of the security system, fire alarm system, and fire suppression system. SUBLESSEE shall comply with all regulatory monitoring and testing requirements for fire alarm and fire suppression systems and shall provide COUNTY with written verification of such compliance on COUNTY supplied inspection forms at regular reporting intervals specified by COUNTY. COUNTY shall be responsible for compliance with the NFPA FiveYear Sprinkler Certification. h. COUNTY shall provide, install, maintain, repair, and replace, at the direction of the Fire Marshal, the necessary number of A-B-C fire extinguishers for the Premises. i. SUBLESSEE shall be responsible for the correction of any code violations due to a change in use of the Premises by SUBLESSEE. A.8. NOTICES: All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail postage prepaid, certified or registered, return receipt requested, and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: To SUBLESSEE: Seneca Center 2275 Arlington Dr. San Leandro, CA 94578 To COUNTY: Contra Costa County General Services Department Lease Management Division 1220 Morello Avenue, Suite 100 Martinez, CA 94553-4711 G:\LeaseMgACAROL\Senecalease.doc - 4 - f A.9. EXHIBITS AND ATTACHMENTS: Section B, Standard Provisions, Section C, Special Provisions, Exhibit A- MASTER LEASE, Exhibit B-PREMISES, are attached to this Sublease and are made a part hereof. A.10. WRITTEN AGREEMENT: Neither party has relied on any promise or representation not contained in this Sublease. All previous conversations, negotiations, and understandings are of no further force or effect. This Sublease may be modified only by a writing signed by both parties. The headings of the pages and paragraphs are for convenience only and are not a part of this Lease nor shall they be considered in construing the intent of this Sublease. A.11. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Sublease. A.12. SIGNATURE BLOCK COUNTY SUBLESSEE COUNTY OF CONTRA COSTA, a SENECA CENTER, a California political subdivision of the State of California Private Non-Profit n ByhftHn --4 By Ive Director of General Services Name & Title RECOMMENDS OR AP ROV By CFO Name & Title By D' ector, Cap' a Fac lit s & De ?Management By WJk4— Health S rvices Department Representative ByJJ'(y at" Lease Manager APPROVED AS TO FORM: SILVANO B. MARCHESI, County Counsel By Deputy l ITI G:\LeaseMgt\CAROL\Senecalease.doc - 5 - 1 SUBLEASE FOR SENECA CENTER 1034 OAK GROVE ROAD CONCORD, CALIFORNIA SECTION B: STANDARD PROVISIONS B.I. HOLDING OVER: Any holding over after the term of this Sublease as provided hereinabove shall be construed to be a tenancy from month to month, subject to the terms of this Sublease so far as applicable. B.2. USE OF PREMISES: The Premises shall be used during the term for purposes of conducting an residential mental health treatment program, counseling and educational programs of SUBLESSEE. B.3. HOLD HARMLESS: SUBLESSEE shall indemnify, defend, save, protect and hold harmless the COUNTY, its officers, agents and employees from any and all claims, costs and liability, including reasonable attorneys fees, for any damage, injury or death, including without limitation all consequential damages from any cause whatsoever, to persons or property arising directly or indirectly from or connected with this Sublease, SUBLESSEE'S operations, or SUBLESSEE'S use or possession of the Premises, save and except claims or litigation arising through the sole negligence or sole willful misconduct of COUNTY, its officers or employees, and if required, will defend any such actions at the sole cost and expense of SUBLESSEE. B.4. ALTERATIONS,FIXTURES, AND SIGNS: SUBLESSEE may make any lawful and proper minor alterations, attach fixtures and signs in or upon the Premises, which shall remain SUBLESSEE'S property and shall be removed therefrom by SUBLESSEE prior to the termination of this Sublease. Any such alterations, signs or fixtures shall be at SUBLESSEE'S sole cost and expense, and all signs shall meet with existing code requirements and COUNTY'S prior written approval. G:\LeaseNlgt\CAROL\Senecalease.doc - 6 - 1 1 B.5. DESTRUCTION: a. In the event of damage causing a partial destruction of the of the Premises during the term of this Lease or extension thereof from any cause, and repairs can be made within sixty (60) days from the date of the damage under the applicable laws and regulations of governmental authorities, COUNTY shall repair the damage promptly and within a reasonable time, but such partial destruction shall not void this Lease, except that SUBLESSEE shall be entitled to a reduction of rent while such repairs are being made, such reduction to be based upon the extent to which the portion of the Premises unusable by SUBLESSEE bears to the total area of the Premises. b. If such repairs cannot be made in sixty (60) days, COUNTY may, at its option, make the same within a reasonable time, the rent to be proportionately reduced as provided in the previous subparagraph. In the event COUNTY does not so elect to make such repairs (which cannot be made in sixty<60> days), or such repairs cannot be made under such laws and regulations, this Lease may be terminated at the option of either party. C. A total destruction of the Premises shall terminate this Lease. B.6. QUIET ENJOYMENT: COUNTY covenants that SUBLESSEE shall at all times during the term peaceably and quietly have, hold, and enjoy the Premises without suit, trouble or hindrance from or on account of COUNTY as long as SUBLESSEE fully performs hereunder. B.7. DEFAULTS: The occurrence of any of the following shall constitute an Event of Default under this Sublease: a. Event of Default by SUBLESSEE SUBLESSEE's failure to pay any Rent within ten (10) business days after the rental due date. If, however, payment is not made within ten (10) business days of the rental due date due to circumstances beyond the reasonable control of SUBLESSEE, which G:\LeaseMgt\CAROL\Senecalease.doc - 7 - 1 circumstances may, without limitation hereby, include failure of SUBLESSEE to receive reimbursement for provision of services at Premises from the County Health Services Department, then SUBLESSEE shall make such payment within such additional time [but not to exceed a total of seventy five (75) days] from the rental due date. SUBLESSEE'S failure to comply with any other material term or provision of this Lease if such failure continues sixty (60) days after written notice of failure from COUNTY to SUBLESSEE specifying in reasonably sufficient detail the nature of said breach. If the required cure of the noticed default cannot be completed within sixty (60) days, SUBLESSEE'S failure to perform shall constitute a default under this Sublease unless SUBLESSEE has attempted to cure the default within sixty (60) days and has diligently and continuously attempted to complete the cure as soon as reasonably possible. On the occurrence of an Event of Default by SUBLESSEE, COUNTY may re-enter and repossess the Premises and remove all persons and property therefrom after giving SUBLESSEE written notice of such default and in accordance with due process of law. b. Event of Default by COUNTY COUNTY'S failure to perform any of its obligations under this Sublease shall constitute a default by COUNTY if the failure continues for sixty (60) days after written notice of the failure from SUBLESSEE to COUNTY. If the required cure cannot be completed within sixty (60) days, COUNTY'S failure to perform shall constitute a default under the Sublease unless COUNTY has attempted undertakes to cure the failure within sixty (60) days and diligently and continuously attempts to complete this cure as soon as reasonably possible. Notwithstanding the foregoing, in the event of a situation creating a perilous condition on the Premises which substantially and significantly G:\LeaseMgt\CAROL\Senecalease.doc — 8 — threatens the health and safety of the SUBLESSEE, patients and invitees, which situation is not construed as a Default condition, COUNTY shall use reasonable efforts to immediately address the situation and shall use diligent efforts to correct the perilous condition. On the occurrence of an Event of Default by COUNTY, SUBLESSEE may initiate an action against COUNTY to recover damage or losses suffered or incurred by SUBLESSEE as a result of the COUNTY'S breach. On occurrence of an Event of Default by COUNTY, SUBLESSEE shall not have a right to terminate this Sublease or make repairs and deduct the cost of said repairs from the rental due under this Sublease. B.S. SURRENDER OF PREMISES: On the last day of the term, or sooner termination of this Sublease, SUBLESSEE will peaceably and quietly leave and surrender to COUNTY these Premises with their appurtenances and fixtures (except signs and fixtures referred to hereinabove) in good order, condition, and repair, reasonable use and wear thereof and damage by earthquake, fire, public calamity, by the elements, by Act of God, or by circumstances over which SUBLESSEE has no control excepted. SUBLESSEE may remove any fixtures or signs installed by SUBLESSEE. If SUBLESSEE elects to remove any items, the removal shall be completed in a professional manner calculated to preserve the Premises. SUBLESSEE'S repair after removal of fixtures, signs or items shall include but not-be limited to patching, painting, carpeting and floor covering replacement required to return the Premises to its original state, notwithstanding normal wear and tear by SUBLESSEE. Ownership of fixtures not removed by SUBLESSEE within forty five (45) days of the termination of this Sublease shall revert to COUNTY for disposition. COUNTY, at its sole discretion, may elect to accept the fixtures or provide written notice to SUBLESSEE to remove fixtures, which SUBLESSEE shall promptly do. G:\LeaseMgt\CAROL\Senecalease.doc - 9 - e B.9. SUCCESSORS AND ASSIGNS: The terms and provisions of this Sublease shall extend to and be binding upon and inure to the benefit of the heirs, successors, and assigns of the respective parties hereto. B.10. SEVERABILITY: In the event that any provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such provision does not materially prejudice either the SUBLESSEE or COUNTY in its respective rights and obligations contained in the valid provisions of this Sublease. B.11. WASTE, NUISANCE: SUBLESSEE shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing which may disturb the quiet enjoyment of neighbors of the Premises. B.12. INSPECTION: COUNTY reserves the right to enter the Premises between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, holidays excepted, and to employ the proper representative or contractor in order to see that the property is being reasonably cared for, that no waste is being made, and that all things are done in the manner best calculated for the preservation of the property, and in full compliance with the terms and conditions of this Sublease. G:\LcascMgt\CAROL\Senecalease.doc - 10 - 1 SUBLEASE FOR SENECA CENTER 1034 OAK GROVE ROAD CONCORD, CALIFORNIA SECTION C: SPECIAL PROVISIONS C.1. ASSIGNMENT OR SUBLEASE: SUBLESSEE shall not assign this Sublease or sublease the Premises or any part thereof at any time during the term or extension of this Sublease. C.2. PROPERTY TAXES: COUNTY shall pay for 100% of the City and/or County taxes levied against Assessor's Parcels 129-190-012, 043 and 044, in any year during the term or any extension of this Sublease. SUBLESSEE shall be responsible to pay for any personal taxes on furnishings or equipment owned by SUBLESSEE. C.3. POSSESSORY INTEREST TAX: COUNTY shall be responsible to pay 100% of any possessory interest tax. CA. INSURANCE: a. Property Insurance: COUNTY shall, at its sole cost and expense during the term of this Sublease, maintain fire, vandalism, malicious mischief, extended coverage insurance. COUNTY has self-insured retention at its own determination of amount. SUBLESSEE shall have no interest in any insurance settlement to COUNTY and SUBLESSEE will sign all documents necessary or proper waiving any interest in connection with the settlement of any claim or loss by COUNTY. COUNTY will not keep SUBLESSEE'S personal property insured against fire, or any other insurable risk, and SUBLESSEE waives the right to claim damages from the COUNTY for any damage resulting to said property in the event it is damaged or destroyed by fire or any other cause. G:\LeaseMgt\CAROL\Senecalease.doc - 11 - Except as may be specifically provided for elsewhere in this Sublease, COUNTY and SUBLESSEE hereby each mutually waive any and all rights of recovery from the other in event of damage to the Premises or property of either party, caused by acts of God, perils of fire, lightning, and the extended coverage perils as defined in insurance policies and forms approved for use in the State of California. Each party shall. obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver. b. Liability Insurance: Throughout the term of this Sublease, SUBLESSEE shall, at its sole cost and expense, maintain in full force and effect, Comprehensive General Liability or Commercial General Liability insurance covering bodily injury (including death), personal injury and property damage. i. Limits shall be in an amount of not less than one million dollars ($1,000,000) per occurrence, and two million dollars ($2,000,000) aggregate, if applicable. ii. Such insurance shall name COUNTY, its officers, agents and employees, individually and collectively, as additional insureds. iii. Such insurance for additional insureds shall apply as primary insurance, and any other insurance maintained by COUNTY, its officers, agents and employees, shall be excess only and not contributing with the insurance required under this paragraph. iv. Said insurance shall provide for thirty (30) days written notice to COUNTY of cancellation or lapse in coverage. C. Worker's Compensation and Employer's Liability Insurance: Throughout the term of this Sublease, SUBLESSEE, at its sole cost and expense, shall maintain in full force and effect, insurance coverage for: i. Statutory California Worker's Compensation coverage including a broad form all-states endorsement. G:\LeaseMgt\CAROL\Senecalease.doc - 12 - 1 1 ' ii. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Sublease. d. Evidence of coverage: Within fourteen (14) days of execution of this Sublease, SUBLESSEE shall provide on a form approved by COUNTY a copy of a Certificate of Insurance certifying that coverage as required has been obtained and remains in force for the period required by the Sublease. e. Notice of Cancellation. or Reduction of Coverage: All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the address shown on the Certificate of Insurance. f. Qualifying Insurers: All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A:XII according to the current Best's Key Rating Guide, unless otherwise approved by COUNTY. C.5. TELEPHONE SYSTEM: COUNTY has arranged for the lease/purchase of a telephone system (System) to be used on the Premises. SUBLESSEE shall, pay as additional rent, an amount equal to the COUNTY'S monthly lease/purchase payment for said System. Effective August 1, 2001 and during; the entire term of this Sublease, SUBLESSEE shall pay to COUNTY, payable in advance on the first day of each month, EIGHT HUNDRED FORTY FIVE AND NO/100 DOLLARS ($845.00), for the System. Not withstanding the foregoing, if in the initial month, SUBLESSEE takes possession of the Premises after the first of the month, additional rent for payment of the System shall be prorated for the month of August, 2001 only. SUBLESSEE, at its sole cost and expense, shall be responsible for all expenses related to the service, maintenance and repair of the System. In the event that this Sublease is terminated, SUBLESSEE shall not have further responsibility for payment for the System. G:\LeaseMgt\CAROL\Senecalease.doc - 13 - C.6. SUBLESSEE FURNITURE INVENTORY: During the term of this Sublease, SUBLESSEE may bring its owned fiirniture on the Premises. SUBLESSEE shall provide COUNTY with a written list of such furniture and shall affix identification tags on all such furniture. Upon the termination of this Sublease, SUBLESSEE shall have the right to remove its owned furniture or may elect to offer the furniture at no cost to the COUNTY. If COUNTY does not accept the furniture, SUBLESSEE shall remove furniture from the Premises. C.7. HAZARDOUS MATERIALS: 1. As used herein, "Hazardous Materials" is defined to mean 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. 2. As part of the consideration of this Sublease, SUBLESSEE makes the following representations, warranties and agreements: SUBLESSEE shall not cause or permit the placement, release or disposal of any Hazardous Materials on, in or from the Premises. 3. Except as otherwise provided in this Paragraph, SUBLESSEE shall indemnify, defend, save, protect and hold harmless, COUNTY and COUNTY'S successors and assigns, officers, directors and employees from SUBLESSEE'S share of all liability, damages,penalties, expenses and costs, for any necessary or required remediation, repair, removal or cleanup of Hazardous Materials resulting from SUBLESSEE'S failure to comply with requirements of this paragraph or SUBLESSEE'S use, release or disposal of Hazardous Materials on or from the Premises. 4. The representations, warranties and agreements made in paragraph shall survive the termination of this Sublease. G:\LcaseMgt\CAROL\Senecalease.doc - 14 - C.8. PROGRAM SERVICE CONTRACT: Both COUNTY and SUBLESSEE acknowledge that the County Health Services Department has entered into a service program contract ("Program Contract") with SUBLESSEE for provision of mental health treatment services on the Premises. In the event the Program Contract with SUBLESSEE is terminated for any reason, this Sublease shall terminate on the same date as the Program Contract termination date. SUBLESSEE shall vacate the Premises within thirty (30) days of the Program Contract termination date. C.9. SERVICE BY LESSEE: It is understood and agreed that from time to time during the term of this Sublease and any extension, either party may request that the other party provide certain landscaping, maintenance, construction, remodeling or like services above and beyond those listed for each party in Paragraph AA On such occasions, each party agrees to pay the other one hundred percent (100%) of the costs of the service. Each party shall consult with the other in the selection of licensed insured contractors or approval of employees of either party to provide the service. Each party shall obtain the prior approval of the other on the scope, term, and cost of the service or contracts. G ALeaseMgt\CA RO L\Senecalease.doc - 15 - SUBLEASE EXHIBIT "A" MASTER LEASE FACILITY LEASE (1034 Oak Grove Road, CONCORD) Between TRANSOCEAN FINANCING CORPORATION, as Lessor. and the COUNTY OF CONTRA COSTA. as County, Dated as of March 1. 1-000 FACILITY LEASE (1034 Oak Grove Road, Concord,California) TABLE OF CONTENTS Parties Section1. Definitions. .................................................................................................................................... 1 Section 2.Term;Commencement of Rental; Condition of the Property.........................................................2 Section 3. Rental Payments; Abatement of Rental..........................................................................:...............2 Section 4. Maintenance, Utilities,Taxes and Assessments............................................................................3 Section4A. Eminent Domain. .......................................................................................................................4 Section 5. Fire and Extended Coverage Insurance..........................................................................................5 Section6. Liability Insurance.........................................................................................................................6 Section 7. Rental Interruption or Use and Occupancy Insurance....................................................................6 Section 8. Form of Insurance Policies. ..........................................................................................................6 Section9. Title to Property............................................................................................................................6 Section10. Default........................................................................................................................................7 Section11. Right of Entry. ............................................................................................................................. 8 Section12. Liens and Taxes...........................................................................................................................8 Section 13. Assignment and Subleasing. ........................................................................................................9 Section14. Option to Purchase..................................................................................................................... 10 Section15 Quiet Enjoyment......................................................................................................................... 10 Section16. Lessor Not Liable...................................................................................................................... 1 I Section17. Purpose..................................................................................................................................... 11 Section18. Waiver. ..................................................................................................................................... 11 Section19. Headings................................................................................................................................... 11 Section 20. Law Governing; Venue............................................................................................................. 11 Section21. Notices...................................................................................................................................... 12 Section 22. Validity and Severability. ......................................................................................................... 12 Section23. Net Lease................................................................................................................................... 12 Section24. Attorneys' Fees.......................................................................................................................... 12 Section25 Memorandum.............................................................................................................................. 12 Section 26 Title Insurance and Bond Counsel Opinion................................................................................ 12 Section 27 Characterization of Lease. .......................................................................................................... 13 Section28Authority..................................................................................................................................... 13 Section 29. Termination of Prior Lease........................................................................................................ 13 Execution Pat-ye Exhibit A Schedule of Property Exhibit A-1 Description of Improvements Exhibit B Schedule of Rental Payments Exhibit C Opinion of Counsel Exhibit D Certificate of Essential Use Exhibit E Resolution of Board of Supervisors Exhibit F Memorandum of Lease Exhibit G Notice of Assignment ii :FACILITY LEASE (1034 Oak Grove Road,Concord) THIS FACILITY LEASE(1034 Oak Grove Road, CONCORD),dated as of March 1,2000, by and between TRANSOCEAN FINANCING CORPORATION,a corporation duly organized and existing under the laws of the State of California ,as Lessor,and the COUNTY OF CONTRA COSTA,a political subdivision organized and existing under and by virtue of the laws of the State of California,as County ("County"); RECITALS: The County has an existing lease dated July 1, 1998 for the property located at 1034 Oak Grove Road,Concord with Transocean Financing Corporation. County desires to undertake certain renovations to the existing 10,611 square foot building and to construct a new 2,500 square foot building to meet programmatic requirements. Accordingly,both the Lessor and County have agreed to terminate the July 1, 1998 lease,including termination of the County's purchase option right under said lease, and will now enter into this new Facility Lease with Option to Purchase. WIT: ESSETH: In consideration of the mutual covenants hereinafter contained,the parties hereto agree as follows: Section 1. Definitions. Unless the context otherwise requires,the terms defined in this Section shall, for all purposes of this Lease,have the meanings herein specified,the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: The term "Lease" means this Facility Lease(1034 Oak Grove Road,Concord),as originally executed and as it may from time to time be:supplemented, modified or amended pursuant to the provisions hereof. The term "Property" means all of that certain real property situated in the City of Concord,County of Contra Costa,State of California,commonly known as 1034 Oak Grove Road and more particularly described in and shown on Exhibit A attached hereto and made a part hereof. A description of the improvements to be completed on the Property is contained in Exhibit A-I attached hereto and made a part here of. The term "Rental Payment" means all amounts payable to Lessor from County as rental pursuant to Section 3 hereof. The term"Additional Rent" means all amounts of money and charges required to be paid by County under this Lease other than Rental Payments. The term"Pro Rata Rent"shall mean the portion of the Interest component(s)of[he Payment amount as set forth on Exhibit B hereof times a fraction,the numerator of which is the number of days from (but excluding) the prior Payment Date as set forth on Exhibit B hereof through and including the date of payment of Pro Rata Rent,and the denominator of which is 130 days. A"Hazardous Substance" is defined to mean 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. 1 Section 2. Term; Commencement of Rental; Condition of the Property. Lessor hereby leases to County and County hereby leases from Lessor,on the terms,covenants and conditions hereinafter set forth, the Property. The County hereby agrees and covenants during the term of this Lease that,except as hereinafter provided, it will use the Property for public and County purposes so as to afford the public the benefits contemplated by this Lease. The term of this Lease shall commence on March 1,2000 and shall end on February 29, 2020, unless such term is extended or sooner terminated as hereinafter provided. If any Rental Payment hereunder has been abated at any time and for any reason, then unless such payment or payments has been paid prior to March 1,2020, the term of this Lease shall be extended until ten (10)days after all previously abated Rental Payments shall be fully paid,except that the term of this Lease shall in no event be extended beyond March 1.2025. Promptly after the occurrence of any circumstances which would give rise to any extension of the term of this Lease,or if Lessor and County shall otherwise agree to extend the term, Lessor and County shall each execute and deliver to the:other an amendment to this Lease, in recordable form and in sufficient original counterparts to attach to each original counterpart of this Lease, which sets forth the revised expiration date for this Lease,and the parties shall thereafter attach such amendment or amendments to all original counterparts of the Lease in their possession and cause one acknowledged original to be recorded in the same manner as the Memorandum of Lease hereafter described. y The parties hereto agree that County is presently in possession of all of the Property. County accepts all of the Property in its existing condition, and represents and warrants that, to the best of County's knowledge,after such occupation and diligent inspection, it is in good order,condition, and repair. To the extent permitted by law,County agrees to indemnify and hold harmless Lessor and its agents and employees from and against any and all claims,demands,damages,costs,expenses, liabilities, suits, interest, tines. penalties,judgments, liens,charges, and costs of defense, arising from or in connection with any defects presently existing in the Property, unless such defects are actually, not constructively, known to Lessor, unknown to County and not disclosed to County-by Lessor prior to execution of this Lease. Representations and Covenants. County represents and covenants and as requested by Lessor, will deliver an opinion of counsel substantially in the form attached as Exhibit C hereto to the effect that(i) it is a political subdivision of the State of California,duly organized and validly existing under the laws of the State of California and has full power and authority to execute and deliver this Lease, to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder, and (ii) that the Lease has been duly authorized,executed and delivered by County and constitutes a legal, valid and binding agreement enforceable against County in accordance with its terms. County agrees,declares and covenants that it will do,or cause to be done, all things necessary within its power to preserve and keep the Lease in full force and effect. County further represents and covenants that the Property is necessary and essential to enable the County to operate, maintain,and provide governmental services;and that the Rental Payments during the Lease Term(as such terms are defined below) are equivalent to,and do not exceed, fair rental value for the Property for a lease/option purchase of the Property by the County. Section 3. Rental Payments;Abatement of Rental. (a)The County agrees to pay to the Lessor for use and occupancy of the Property total rental payments("Rental Payments") set forth in Exhibit B. County agrees to send the Rental Payments to Lessor, without notice or demand, to the location specified by the Lessor on Exhibit G on the fifteenth (15") day of the month preceding the payment dates set forth in Exhibit B. However, Rental Payments shall not be due and payable until the Payment Date shown in Exhibit B (commencing on 9/l/00). Except as provided in Section 3(e) hereof, Rental Payments shall be paid absolute and unconditionally in all events and without assertion of any right to any set-off,defense or counterclaim. Following the expiration of ten years during the term of this Lease,corresponding to the twentieth Rental Payment, the interest components of the remaining Rental Payments will be adjusted based upon a rate equivalent of 97%of the ten-year Treasury rates or a similar index if ten-year Treasury rates are no longer available. Lessor or its assignee will provide a revised Rental Payment schedule to County within a 30 day period. County shall pay,as Additional Rent,all other amounts of money and charges required to be paid by County under this Lease(including, without limitation,all reimbursements to be paid to Lessor by County), whether or not such amounts of money and charges are designated "Additional Rent." (b)County covenants to take such action as may be necessary to include all Rental Payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such Rental payments. The covenants on the part of County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the County to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by the County. (c) Rental Payments and all Additional Rent 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 County 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 (?) the option to purchase the Property by payment of the amount prescribed in Section lel. (d) Lessor and County understand and intend that the obligation of the County to pay Rental Payments and all Additional Rent hereunder shall constitute a current expense of County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by County. (e) Rental Payments shall be abated proportionately,during any period in which by reason of any damage or destruction(other than by condemnation which is provided for herein) there is substantial interference with the use and occupancy of the Property by County, 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 County 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 Lessor for lost rentals. Section-l. Maintenance, Utilities, Taxes and Assessments. During the term of this Lease, the cost of all maintenance and repair, both ordinary and extraordinary, of the Property shall be the sole responsibility of County, which shall at all times maintain or otherwise arrange for the maintenance of the Property in first-class condition,and County shall pay for or otherwise arrange for the payment of all utility services supplied to the Property and shall pay for or otherwise arrange for the payment of the costs of the repair to the Property, whether required due to damage, wear and tear or want of care on the part of County or any other cause and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to the Property. In exchange for the Rental Payments herein provided. Lessor agrees to provide only undisturbed possession of the Property. County shall not make any alterations,additions or improvements of a significant and material nature to the Property without the Lessor's prior written consent,such consent not to be unreasonably withheld, provided that County shall not undertake any modifications,alterations, additions and improvements of any nature to the Property without providing indemnification to Lessor and its assigns that County shall comply with all applicable laws and regulations affecting such modifications and that such modifications shall not create any liens or encumbrances on the Property which are superior to the rights of Lessor hereunder. Lessor consents to County completing significant improvements to the 3 existing building and constructing an additional 2.500 square foot building on the site. The County agrees to pay for all improvements to the Property shown on Exhibit A and agrees to keep the Property free from any materialmen, vendor,supplier or similar liens. County shall bear the risk of loss or damage to the Property from any cause whatsoever, and no such loss or damage to or condemnation of the Property shall impair or modify the obligations of County hereunder,except as provided in Section 3(e) hereof. If the Property are destroyed or damaged in whole or in part.County at its option and in its sole discretion shall have the right to either: (a)Replace or repair the same in as good condition as prior to the destruction or damage;or (b) Exercise its option to purchase the Property pursuant to Section 14 of this Lease. Immediately following the County's exercise of its option and payment of the purchase price, Lessor shall convey fee title to the Property to County in accordance with Section 9 of this Lease. The risk of loss and damage that the County agrees to assume under this Section shall be insured against under Sections 5 through 7 below respecting insurance. Section 4A. Eminent Domain. If County or Lessor shall at any time receive a written notice of a hearing to adopt a Resolution of Necessity or is served a summons and complaint in eminent domain from any public or quasi-public authority,or governmental agency, private corporation or individual having or granted authority to exercise the power of eminent domain(herein collectively the"Condemnor"), declaring Condemnor's intent to take steps necessary to obtain the whole of the Property(or so much thereof as to render the remainder unusable for the purposes for which it was used by County) by exercise of its power of eminent domain or by purchase in lieu of the exercise of its power of eminent domain(in either case a"Taking"), then the party receiving such notice shall immediately provide the other with a copy of the notice("Condemnation Notice"). At any time following County's receipt of the Condemnation Notice.County may, at its sole option (which option must be exercised no later than sixty (60)days after County is served with the summons and complaint in an action of eminent domain), terminate this Lease("Termination Notice"). Such termination shall take effect not sooner than thirty(30) days after County gives notice of termination. The County may continue to occupy the Property following County's Termination Notice until they are transferred to the Condemnor on a month to month basis automatically renewing for a period not to exceed twenty-five (25) years at the rental and on terms,covenants, and conditions substantially the same as those contained herein, including,without limitation, the provision by Lessor to County of a deed pursuant to the procedures and requirements in Section 9 hereof when(i) the then Prepayment Purchase Option Price as set forth on Exhibit B applicable to the most recent prior Payment Date as set forth on Exhibit B hereof in which the Principal was paid,Pro Rata Rent, all costs or expenses incurred by Lessor in effecting the transfer provided herein(including any escrow, title: fees, transfer charges, taxes, incidental charges and unpaid property taxes on the Property) and any other sums due hereunder have been fully paid, and (ii) the option to purchase for the purchase price set forth in Section 14 hereof has been exercised and completed by County. If the Lease is terminated by election of County as set forth above, then notwithstanding any other allocation of the award by operation of law,or allocation of the purchase price by agreement of the parties if the Taking is effectuated by purchase, Lessor shall receive as its portion of the total award or as its portion of the purchase price for the Property, as the case may be,an amount equal to the then Prepayment Purchase Option Price as set forth on Exhibit B applicable to the most recent prior Payment Date as set forth on Exhibit B hereof in which Principal was paid(plus Pro Rata Rent,all costs or expenses incurred 4 by Lessor in effecting the transfer provided herein(including any escrow, title fees, transfer charges, taxes, incidental charges and unpaid property taxers on the Property)and any other sums due hereunder, but nothing more,and County shall receive an amount equal to the full balance of such award or purchase price in consideration of the bonus value of the Lease prior to termination and in consideration of the purchase option. If the Lease is not terminated by election of County as set forth above, then notwithstanding any other allocation of the award by operation of law,or allocation of the purchase price by agreement of the parties if the Taking is effectuated by purchase, Lessor shall receive as its portion of the total award or as its portion of the total purchase price for the Property, as the case may be, an amount equal to the then Prepayment Purchase Option Price as set forth on Exhibit B applicable to the most recent prior Payment Date as set forth on Exhibit B hereof in which Principal was paid (plus Pro Rata Rent,all costs or expenses incurred by Lessor in effecting the transfer provided herein(including any escrow, title fees, transfer charges, taxes, incidental charges and unpaid property taxes on the Property) and any other sums due hereunder,but nothing more,and County shall receive an amount equal to the full balance of such award or purchase price in consideration of the bonus value of the Lease and in consideration of the purchase option. Notwithstanding the foregoing,County may exercise its right to purchase the Property for the price and in accordance with the terms and conditions in Section 14 herein following the receipt by either party of the Condemnation Notice, with the purchase price to be paid solely and without recourse to County out of the award or purchase price for the Taking, as the case may be, with County assigning its right to such award or purchase price, as the case may be:, to Lessor to the extent required to pay for the Property. If less than the whole of the Property shall be taken or sold, transferred or conveyed in lieu of condemnation and the remainder is usable for the purposes for which it was used by County at the time of such taking for the full extent of the remaining term of this Lease,then the entire award or purchase price shall be assigned to County and this Lease shall continue in full force and effect as to such remainder, without abatement or reduction in Rental Payments, with the parties hereby waiving the benefits of any law to the contrary, including(without limitation)Civil Procedure Code Section 1265.130. County shall apply the proceeds of such award or purchase price, first,to the repair,reconstruction or restoration of the remainder of the Property to the extent necessary for its use by County and,second.to the prepayment of the Rental Payments as provided in Sections 4 and 4A hereof(plus Pro Rata Rent,all costs or expenses incurred by Lessor in effecting the transfer herein, including any escrow, title fees,transfer charges, taxes, incidental charges and unpaid property taxers on the Property)and any other sums due hereunder,but nothing more, and County shall receive an amount equal to the full balance of such award. If all or any portion of the Property shall be taken under the power of eminent domain for a limited period of time (which period is not material and does not affect the ability of County or the sublessee of the County to continue their subsequent use of the Property),this Lease shall remain in full force and effect with no abatement of Rental Payments;and in such event,County shall be entitled to all awards made to County or Lessor in the eminent domain proceedings. In no event shall County commence an eminent domain proceeding against Lessor with respect to all or any portion of the Property during the term of this Lease. In the event any preceding eminent domain awards or purchase prices are paid to any encumbrancer of the Property or any portion thereof(other than Lessor or its assigns),such amount shall be deducted from the unpaid Rental Payments attributable to principal payable hereunder as though payment of such proceeds to the holder of the encumbrances were a prepayment of Rental Payments under this Lease. Section 5. Fire and Extended Coverage Insurance. County shall,at its sole expense, procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, insurance against loss or damage to any structures constituting any part of the Property by tire:and lightning, with extended coverage insurance, vandalism. and malicious mischief insurance. Said extended coverage insurance shall cover loss or damage by explosion, windstorm, riot,aircraft, vehicle damage,smoke, and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount at least equal to the lesser of(i) the replacement cost(without deduction for depreciation)of all structures constituting any part of the Property,excluding 5 the cost of excavations,of grading and filling,and of the land,and(ii)an amount sufficient to enable all Rental then unpaid to be paid,except that such insurance may be subject to deductible clauses for any one loss of not to exceed S 10,000.00. Section 6. Liability Insurance. Except as hereinafter provided,County shall, throughout the term of this Lease, at its sole expense, either institute a program of self-insurance or procure or cause to be procured and maintain or cause to be maintained a standard comprehensive general liability insurance policy or policies in protection of County and of Lessor and its agents,and employees, indemnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of County's occupancy or operation of the Property and naming both the County as insured and Lessor as additional insured, with minimum liability limits of One Million and No/100 Dollars($1,000,000.00) for personal injury or death of each person and Three Million and No/100 Dollars($3,000,000.00) for personal injury or deaths of two(2)or more persons in each accident or event,and in a minimum amount of Two Hundred Thousand and No/100 Dollars($200,000.00) (subject to a deductible clause of not to exceed Twenty Five Thousand and No/100 Dollars($25,000.00)) for damage to property resulting from each accident or event. Such public liability and property damage insurance may,however, be in the form of a single-limit policy in the amount of Three Million and No/100 Dollars($3,000.000.00)covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by County. If County self-insures, it shall establish reserves sufficient, in accordance with generally accepted principles of self-insurance, to cover the losses which would otherwise be covered by the commercial policies herein described and shall provide Lessor with reasonable evidence of County's self-insurance program. Section 7. Rental Interruption or Use and Occupancy Insurance. County, at its sole expense,shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, rental interruption or use and occupancy insurance to cover loss, total or partial,of the Rental Payment for the use of the Property as the result of any of the hazards covered by the insurance required by Section 5 hereof, in an amount sufficient to pay the total rent hereunder for a period of at least two (2) years,except that such insurance may be subject to a deductible clause of not to exceed Ten Thousand and Vo/10o Dollars(510.000.00). Any proceeds of such insurance shall be applied to abated Rental Payments and to the prepayment of Rental Payments as provided in Section 4 hereof. Section 8. Form of Insurance Policies. All policies of insurance required by this Lease shall name County as insured and Lessor as additional insured and provide that both Lessor and County shall be given thirty(30) days notice prior to each expiration thereof or any effective cancellation thereof or reduction of the coverage provided thereby. County shall pay when due the premiums for all insurance policies required by this Lease and shall deliver certificates of insurance or evidence of self insurance to Lessor when such insurance is issued or amended. Lessor may,but is not required to, secure replacement coverage for any insurance required hereunder if County fails to do so. and all amounts so advanced by Lessor shall be Additional Rent due and payable on demand and bearing interest at the rate announced by the Bank of America National Trust and Savings Association,at its San Francisco.California, headquarters as its "reference rate" plus three percent(370) or the maximum lawful rate, whichever is lower, from the date of demand. Section 9. Title to Property. Title to the Property shall remain �n Lessor during the term of this Lease. Unless the County is in default under Section 10 at the time it exercises its option during which time the option contained herein shall not be exercisable, immediately following exercise of the option by County in Section 14, Lessor 6 agrees to execute and deposit into escrow a grant deed in recordable form,conveying to County the Property, warranting title except for any liens and encumbrances not created specifically by or through Lessor,and excepting any liens for taxes not yet due and payable and any supplemental taxes and any exceptions arising from County's enjoyment and use of the Property,together with Lessor's written instructions to the title company to close escrow on the Property. Transfer taxes and recording fees on the deed,the cost of a title policy,charges for the escrow, any miscellaneous fees and all other charges shall be paid by the County. Lessor shall also cooperate with County in modification of all insurance policies to reflect the grant deed. Except for the rights of Lessor and its assigns in the Property,Lessor agrees not to create or cause to be created anv liens or encumbrances specifically by or through Lessor on the Property, and if any are created, to promptly effect their removal. Section 10. Default. (a)County shall be in default hereunder if it shall fail to pay any Rental Payments or sums constituting Additional Rent hereunder within ten(10) business days after the same is due and payable. If, however,payment is not made within ten (10) business days of said written notice due to circumstances beyond the reasonable control of the General Services Department of County or successor department, which circumstances may, without limitation hereby, include damage to or destruction of the Property or the failure of Countv to adopt a budget, then County shall make such payment within such additional time (but not to exceed a total of forty-five (45) days from the Lessor's notice to the County of such breach), as is reasonably required to resolve the problems preventing the County from making such payment, provided that the Countv has commenced with due diligence and dispatch to resolve the circumstances causing the delay in payment and thereafter continues with due diligence and dispatch to resolve the problem and provided further that County is not refusing to pay with the intention of terminating the Lease. County shall be responsible for interest for the period from but excludinv the due date through and including the date of payment. (b)County shall be in default hereunder if it fails to cure any breach hereunder or to keep, observe or perform any term,covenant or condition contained herein to be kept or performed by County other than the Lease payment or additional lease payment within thirty(30) business days(except for the failure_to maintain insurance as provided hereunder, which shall be ten(10) business days) after written notice from Lessor specifying in reasonably sufficient detail the nature of said breach,or, with respect to any such breach that by its nature cannot reasonably be cured within such thirty(30)day period(or ten(10) day period for insurance), then within such additional time as necessary to cure(but not to exceed a total of forty-five(45)days from notice of such breach), provided that County has commenced with due diligence and dispatch the curing of such breach within said thirty(30)day period (or ten(10)day period for insurance)and thereafter continues with due diligence and dispatch to cure such breach. (c)County shall be deemed to be in default hereunder if(i)County's interest in this Lease be assigned or transferred,either voluntarily or by operation of law or otherwise, without the written consent of the Lessor, which consent shall not be unreasonably withheld,or if(ii)any proceeding under the United States Bankruptcy Code or any other or successor Federal or State bankruptcy, insolvency or similar law,or any law providing for the appointment of a receiver. liquidator,trustee or similar official of the County or of all or substantially all of its assets, is instituted by or with the consent of County.or is instituted without its consent and is not permanently staved or dismissed within one hundred twenty(120)days,or if County offers to County's creditors to effect a composition or extension of time to pay County's debts or asks.seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of County's debts, or if County shall make a general or any assignment for the benefit of County's creditors,or if(iii) County shall abandon or vacate any part of the Property,except as otherwise permitted in this Lease. (d) Following any default as set forth above in Subsections(a),(b),and (c), which are hereinafter referred to as "Events of Default" or "Defaults".Lessor shall have the right,subject to County's right to cure, to terminate this Lease and to re-enter the Property and to take possession of the Property in any lawful manner and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place in 7 the State of California. In the event of such lawful termination,County agrees immediately to surrender possession of the Property in good order,condition, and repair,reasonable wear and tear excepted, without let or hindrance,and Lessor shall have the right to recover from County the worth at the time of award by a court of competent jurisdiction of all unpaid Rental Payments and any sums designated as Additional Rent hereunder(including any Rental Payments and Additional Rent accrued but not yet paid,but not future Rental Payments or future Additional Rent) which had been earned at the time of such termination, and Lessor's reasonable removal and storage costs of abandoned property and its reasonable attorneys' fees as otherwise provided in this Lease. (e) In the event County abandons the Property, this Lease shall be deemed terminated as of a date one hundred twenty(120) days from the date of such abandonment, and Lessor shall have the right to recover from County the worth at the time of award by a court of competent jurisdiction of all unpaid Rental Payments and any sums designated as Additional Rent hereunder(including any Rental Payments and Additional Rent accrued but not yet paid, but not future Rental Payments or future Additional Rent) and Lessor's reasonable removal and storage costs of abandoned property and its reasonable attorneys' fees as otherwise provided in this Lease. (f)The "worth at the time of award" for purposes of Subsections (d) and (e)above shall be computed by allowing interest at the rate announced by Bank of America National Trust and Savings Association,at its San Francisco.California, headquarters,or its successor, as its "reference rate," plus three percent(3%) or the maximum lawful rate of interest, whichever is lower. (g)County hereby waives any and all claims for damages caused or which may be caused by Lessor in re-entering and taking possession of the Property as herein provided. In addition,County hereby agrees to indemnify and save harmless Lessor and Lessor's assignees, agents and employees from'any and all claims,demands,damages,costs,expenses. liabilities, suits. interest, tines, penalties,judgments, liens, charges,and costs of defense, including reasonable attorneys' fees and costs,arising out of, in connection with,or incident to exercise of any remedies available to Lessor hereunder following an event of default (whether or not litigation is commenced against County), including any re-entry upon and re-ietting of the Property and removal and storage of any personal property,except resulting from the negligent or intentional acts of the Lessor. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Lessor to re-let the Property in the event of such re-entry. Section 11. Right of Entry. Lessor and its assignees shall have the right to enter the Property during reasonable business hours by appointment(a) to inspect the same, (b) for any purpose connected with Lessor's or County's rights or obligations under this Lease, and (c) for all other lawful purposes. Section 12. Liens and Taxes. In the event County shall at any time during the term of this Lease cause any changes, alterations, additions, improvements,or other work to be done or performed or materials to be supplied, in or upon the Property.County shall pay, when due, all sums of money that may become due for.or purporting to be for, any labor,services, materials,supplies or equipment furnished or alleged to have been furnished to or for County in, upon or about the Property and shall keep the Property free of any and all mechanics'or materialman's liens or other liens against the Property or Lessor's interest therein. County may contest the validity or amount of any such lien, but shall cause the Property to be released from such lien, by the posting of a bond or otherwise, within thirty(30)days after such lien attaches to or is filed against the Property or the Lessor's interest therein. The Lessor shall have the right to post and keep posted on the Property any notices that may be provided by law or which the Lessor may deem to be proper for the protection of the Lessor, the Property from such liens,and to take anv other action the Lessor deems necessary to remove or discharge liens or encumbrances not removed by County as set forth herein at the expense of County. County agrees to and shall indemnify and hold Lessor and any of their agents, employees,successors and assigns, harmless from and against any and all claims,demands,damages,costs, 8 expenses, liabilities,suits, interest, tines,penalties,judgments, liens,charges,and costs of defense, including, without limitation,reasonable attorneys' fees and costs,resulting from or in connection with any such lien or claim of lien against the Property or the Lessor's interest therein. County shall also pay, when due, or reimburse Lessor for all charges and taxes(local,state or federal) and any related interest or penalties which may now or hereafter be imposed upon the ownership, leasing,rental,sale, possession or use of the Property and any contents therein,excluding however all taxes on or measured by Lessor's net taxable income. If County fails to pay said charges or taxes when due, Lessor shall have the right,but shall not be obligated,to pay said charges and taxes. In the event Lessor has paid such charges or taxes,County shall p�Ly immediately to Lessor any amounts advanced upon behalf of County. Lessor shall cooperate with County in filing any exemptions from taxes available to the County, provided that Lessor shall not be responsible for preparation, initiation or tiling of such exemption applications. Section 13.Assignment and Subleasing. Assignment by Lessor. This Lease, and the.obligations of County to.make payments hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees(INCLUDING HOLDERS OF CERTIFICATE OF PARTICIPATION,PAYING AGENTS OR TRUSTEES) by Lessor at any time subsequent to this execution, without the necessity of obtaining the consent of County; provided, however, that no such assignment or reassignment shall be.effective unless and until County shall have received notice of the assianment or reassignment disclosing the name and address of the assignee or subassignee. Upon receipt of notice of assignment.County 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 County may from time to time have against Lessor,or the assignee. County agrees to execute all documents, 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, County shall make payments only to assignee or a designated agent of assignee. County expressly acknowledges and consents to the issuance by the Lessor of Certificates of Participation in this Lease or any amendments hereto through a private offer::ng arranged by the Lessor. No Sale, Assignment or Subleasing by Counry. THIS LEASE AND THE INTEREST OF COUNTY IN THE PROPERTY MAY NOT BE SOLD, ASSIGNED.SUBLEASED,MORTGAGED, PLEDGED,TRANSFERRED OR ENCUMBERED BY COUNTY BY VOLUNTARY ACT OR OPERATION OF LAW OR OTHERWISE: WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, EXCEPT THAT COUNTY MAY SUBLEASE THE PROPERTY OR A PORTION THEREOF WITHOUT CONSENT TO AN ORGANL?ATION WHICH PROVIDES SERVICES ON BEHALF OF THE COUNTY THAT THE COUNTY IS REQUIRED TO PROVIDE AND PROVIDED SUCH ORGANIZATION AND ITS USE OF TILE PROPERTY DOES NOT AFFECT ADVERSELY IN ANY MANNER THE EXCLUSION OF INTEREST AFFORDED LESSOR AND ITS ASSIGNEES UNDER SECTION 103 OF THE INTERNAL REVENUE CODE. ANY CONSENT IN THE CASE OF SUBLETTING OR ASSIGNMENT SHALL NOT BE UNREASONABLY WITHHELD BY LESSOR AND SHALL BE SUBJECT TO ASSUMPTION BY THE NEW ASSIGNEE OR SUBLESSEE OF COUNTY 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 COUNTY HEREUNDER, AND COUNTY SHALL EXECUTE AND FILE SUCH EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY LESSOR. ANY ASSIGNMENT,SUBLEASE, MORTGAGE. PLEDGE.TRANSFER OR ENCUMBRANCE IN VIOLATION OF THIS SECTION SHALL BE NULL, VOID, AND OF NO EFFECT WHATSOEVER, EXCEPT THE SAME SHALL CONSTITUTE A DEFAULT HEREUNDER, UNLESS CURED BY COUNTY WITHIN THE TIME PERIOD SPECIFIED IN THIS LEASE. LESSOR ACKNOWLEDGES THAT COUNTY INTENDS TO ENTER INTO A SUBLEASE WITH SENECA CENTER, A CALIFORNIA NON PROFIT CORPORATION. OR A SIMILAR ENTITY 9 RESPECTING THE PROPERTY. County shall provide Lessor with a copy of any sublease prior to its execution,together with a certificate confirming that the sublease does not impair the interests of Lessor hereunder, including its security interest, and does not affect adversely the exclusion of the interest components of Rental Payments from gross income under Section 103 of the Internal Revenue Code, as amended. Section 14. Option to Purchase As part of the consideration for this Lease,Lessor hereby grants to County or its successors or Assigns as approved by Lessor, the exclusive option to purchase the real property described in Exhibit A, attached hereto and made a part hereof, on the terms and conditions in this Section. The term of this Option shall commence on the effective date of this Lease and shall expire?✓larch 1,2022. or the termination of this lease, whichever occurs last, unless extended in writing by both parties ("Option Term"). It is specifically intended by the parties that this Option shall survive the expiration or termination of this Lease. If at time of exercise,County is not in default of this Lease in Section 10,this Option be may be exercised from and after its effective date,by County's delivering to Lessor,before the expiration of the Option Term, written notice of the exercise("Exercise Notice"); provided, however,that failure to do so shall not cause County to forfeit the Option unless and until Lessor provides sixty(60)days prior written notice to the County's Lease Manager that the County exercise or forfeit such right and County refuses to confirm its intentions hereunder. The purchase price shall be an amount equal the Prepayment Purchase Option amount as set forth on Schedule B hereof,plus Pro Rata Rent, all costs or expenses incurred by Lessor in effecting the transfer herein (including any escrow, title fees, transfer charges, taxes, incidental charges and unpaid property tax on the Property) and any other sums due hereunder. Following payment of the amount set forth above, Lessor shall provide County with a deed as provided in Section 9 hereof. Upon the making of the payment specified above to Lessor, the term of this Lease shall end, except for the indemnity provisions and other provisions which survive the termination of this Lease. County shall have the option of paying the purchase price for the Property, following exercise of its option,by irrevocably depositing into an escrow trust account with a defeasance escrow agent for the benefit of Lessor as security for and for the purpose of paying all of the principal component and interest component accruing for the Property, a sum of cash and non-callable securities consisting of direct obligations of,or obligations, the principal of and 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; provided that, if any Rental Payment or purchase price is to be paid more than 90 days after the deposit into the escrow trust account, Lessor is furnished with a verification report of such sufficiency by an independent public accounting firm reasonably satisfactory to Lessor and an opinion of nationally recognized bond counsel to the effect that such defeasance does not adversely affect the exclusion of the interest components of Rental Payments from gross income for federal income tax purposes. Upon such defeasance,all right,title and interest of Lessor in the Property shall terminate,and Lessor shall cooperate with County to execute all documents which may be reasonably requested by County or its assignees to protect their interests in the Property. County 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 is not adversely affected. y Section 15 Quiet Enjoyment. The parties hereto mutually covenant that the County,so long as it keeps and performs the covenants and agreements herein contained and is not in default hereunder, shall at all times during the term of this Lease peaceably and quietly have, hold, and enjoy the Property without suit, trouble or hindrance from the Lessor or any person claiming title through Lessor. 10 Section 16. Lessor Not Liable. Lessor and its agents and employees and assignees shall not be liable to County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in,on or about the Property. County shall indemnify and hold Lessor and its agents and employees and assignees harmless from,and defend each of them against,any and all claims,demands, damages,costs,expenses, liabilities,suits, interest, fines,penalties,judgments, liens,charges,and costs of defense, including, without limitation,reasonable attorneys' fees and costs,resulting from or in connection with the death of or injury to any person or damage to property whatsoever occurring in,on or about the Property, or arising out of County's failure to perform fully and promptly,or County's postponement of compliance with and every term,covenant,and condition provided herein to be performed by County. Section 17. Purpose. County covenants that during the term of this Lease,except as hereinafter provided, (a) it will use, or cause the use of, the Property for public purposes and for the purposes for which the facilities are customarily used, (b) it will not vacate or abandon the Property any part thereof, and (c) it will not make any use of the Property which would jeopardize in any way the insurance coverage required to be maintained pursuant to Sections 5.6, 7 and 8 hereof. County will not make any use of the proceeds of the obligations provided herein or any other funds of the County which will cause the obligations provided herein to be "arbitrage bonds," within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (herein the "Code"), to be "federally guaranteed" within the meaning of Section 149(b)of the Code,or to be a "private activity bond" within the meaning of Section 141(a)of the Code. To that end, so long as any Rental Payments are unpaid,the County, with respect to such proceeds and such other funds, will comply with all requirements of such Code sections and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are,at the time, applicable and in effect. The County will not use or permit the use of the Property by any person for "private business use", within the meaning of Section 141(b) of the Code in such manner or to such extent as would result in the inclusion of interest received hereunder in gross income for federal income tax purposes under Section 103 of the Code. Section 18. Waiver. Failure of Lessor to take advantage of any default on the part of County,or of County to take advantage of any default of Lessor,shall not be,or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Lease be construed to waive or to lessen the right of the party to whom the obligation is to be performed to insist upon full performance thereof, or to exercise any rights given such party on account of such default. A waiver of a particular default shall not be deemed to be:a waiver of the same or any subsequent default. The acceptance or payment of rental hereunder shall not be, nor be construed to be,a waiver of any term,covenant or condition of this Lease. Section 19. Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. Section 30. Law Governing; Venue. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California,excluding its conflicts of law provisions,as they may exist from time to time. Venue for all 11 disputes arising under this Lease shall be the courts of general jurisdiction in Contra Costa County, California. Section 21. Notices. All notices,statements,demands,consents,approvals,authorizations,offers,designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally(whether by courier or package express), by electronic mail or if mailed,by United Sta:ies registered or certified mail,return receipt requested, postage prepaid,and, if to Lessor,addressed to Lessor at 111 Anza Boulevard,Ste. 107,Burlingame,CA 94010, (650) 342-2266,fax: (650) 342-9719,e:rriail: JGCooperma@aol.com,or if to County,addressed to County at 1220 Morello Avenue,Suite 100, Martinez,CA 94553,(925)313-7250, fax: (925) 313-7299, e:mail: cchan@gs.co.contra-costa.ca.us,or to such other addresses as the parties may give notice to each other. Any notices personally delivered shall be treated as received when delivered; any notices mailed shall be deemed to be received within 96 hours after placement in the mails;and any notices sent by electronic mail shall be deemed to be received within 48 business hours after being sent by the other party. Section 22. Validity and Severability. If for any reason this Lease or any part thereof shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by Lessor or County,all of the remaining terms of this Lease shall nonetheless continue in full force and effect. Section 23. Net Lease. This Lease shall be deemed and construed to be a"net lease"and County hereby agrees that the rents provided for herein shall be an absolute net return to Lessor, free and clear of any expenses,charges. recoupments, set-offs,counterclaims,clairris or accruals whatsoever. Section 24. Attorneys'Fees. If there is any legal action or proceeding between Lessor and County to enforce any provision of this Lease or to protect or establish any right or remedy hereunder,the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorney's fees or their equivalent when legal services are rendered by staff attorneys, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action,proceeding or appeal,such costs,expenses,and attorneys' fees shall be included in and as a part of such judgment. Section 25 dlemorandum. Upon full execution of this Lease the parties shall cause a memorandum of lease("Memorandum of Lease") in the form of Exhibit F attached hereto and made a part hereof,and otherwise satisfactory in form and substance to County.to be recorded in the office of the County Recorder of Contra Costa County, California. Section 26 Title Insurance and Bond Counsel Opinion. Obligations of the parties hereunder shall be null and void if a major reputable title company reasonably acceptable to both parties declines to issue a title insurance policy in the amount of a minimum of$3,600.000, insuring the ownership.of the Property and the priority of this Lease,subject only to the exception of property taxes in the present.year and such other exceptions as are acceptable to both parties. The obligations of Lessor hereunder are also subject to receipt by Lessor of the opinion of counsel for the County, in form reasonably acceptable to Lessor,respecting the validity and enforceability of this Lease and Q the opinion of special tax counsel to Lessor in customary form as to the exclusion of the interest components of the Rental Payments from gross income for federal and State of California income tax laws. Section 27 Characterization of Lease. Lessor has notified County that Lessor intents to treat this Lease as an installment sale for federal income tax law purposes. The parties agree,however,that such treatment shall in no way change characterization of this Lease as a lease with an option to purchase under the laws of the State of California and not as an installment sale. Section 28 Authority. The individuals executing this Lease on behalf of the respective parties hereunder represent and warrant that they have full power and authority to execute and deliver this Lease and that there are not other parties with interests in this Lease and Property. Section 29. Termination of Prior Lease The Facility Lease dated as of July 1, 1998 between Transocean Financing Corporation and the County is hereby terminated, including the County's option to purchase right .and is replaced in its entirety by this Facility Lease. THIS SECTION INTENTIONALLY LEFT BLANK 13 THIS PAGE INTENTIONALLY LEFT BLANK 14 IN WITNESS WHEREOF,the Lessor has caused this Lease to be executed in its name by its duly authorized officers, and the County has caused this Lease to be executed in its name by its duly authorized officers, as of the date set forth below. CO LINTY OF CONTRA COSTA TRANSOCEAN FINANCING CORPORATION COUNTY OF CONTRA COSTA, a TRANSOCEAN FINANCING CORPORATION, subdivision of the State of a California Corporation California By;. ,� By: , Director of General Services Pre nt RECONINIENDED FOR APPROVAL: By: irector,Capital Facilities &DebManagement 1 i By: Deputy Gener ervices Director By: (2 CGc Lease Manager By f He lth Services Department APPROVED AS TO FORM: VICTOR J. WESTMAN,County Counsel Co Date April 11. 2000 15 EXHIBIT A COUNTY OF CONTRA COSTA FACILITY LEASE DATED AS OF March 1,2000 SCHEDULE OF PROPERTY The Property which is the subject of the attached FACILITY LEASE is as follows: The following described land and all buildings. improvements and fixtures now or hereafter located thereon: APN 129-190-012, -043, and-044,commonly known as 1034 Oak Grove Road,Concord, CA as further described below: PARCEL ONE: Portion of Lot 9, Map of Williams Walnut Division, tiled June 21, 1910. Map Book 3, Page 57,and Parcel "A"as said Parcel is shown on Subdivision 4866, tiled March 11, 1977, Map Book 193, Page 37,said Lot 9(3 iVt 57)and said Parcel "A"(193 M 37) are shown upon the record of survey tilled August 11, 1988 in book 88 of L.S.M. at Page 13,Contra Costa County Records,described as follows: Beginning in the center line of the County Road known as Oak Grove Road at the Northwest line of the parcel of land described in the Deed to Ira F. Eckert,et ux. recorded January 14, 1955, Book 2457. Official Records, Page 559; thence from said point of beginning South 35° 11' 10" East,along said center line, 181.86 feet to the Southeast line of said Eckert Parcel. thence North 51°47' 11" East along said Southeast line 230.06 feet to the Southern corner of said Parcel "A"(193 M 37); thence along the South Eastern line thereof North 5 10 47'11" East, 120.37 feet to the Eastern corner of said Parcel "A", thence along the Northeastern line thereof North 35° 1249" West. 87.00 feet;thence along said Northeastern line North 11° 02'47" East, 38.76 feet to the Northern corner of said Parcel "A'% thence leaving said Northern corner alone the Northern line of said Parcel "A"South 47°00' 32" West, 1.43 feet; thence leaving said Northern line North 350 11' 10" East; 101.34 feet to the Northwest line of said Eckert Parcel; thence along said Northwest line South 47°00' 32" West. 380.00 feet to the point of the beginning. EXCEPTING THEREFROM that portion thereof lying within Oak Grove Road,described as follows: Portion of Lot 9, Map of Williams Walnut Division, filed June 21, 1910. Map Book 3, Page 57,Contra Costa Records,described as follows: Beginning in the centerline of the County Road known as Oak Grove Road at the Northwest line of the parcel of land described in the Deed to Ira F. Eckert,et ux, recorded January 14, 1955,Book 2457, Official Records, Page 599; thence from said point of beginning South 35° 1 l' 10" East,along said center line, 181.86 feet to the Southeast line of said Eckert Parcel; thence along said Southeast line North 51°47' 11" East,42.06 feet: thence leaving said southeast line North 350 11' 10" West, 185.40 feet to the Northwest line of said Eckert Parcel: thence along said Northwest line south 47°00'32" West,42.39 feet to the point of beginning. PARCEL TWO: An easement granted in the Deed to Bob R. Wilcox,et al, recorded April 1, 1977, Book 8266, Page 517, Official Records, for Storm Drainage over the Northwesterly 10 feet of Lot 6 as shown on the Map of Subdivision 4866, tiled March 11, 1977, M.ap Book 193, Page 37,Contra Costa County Records. (Being APN 129-190-012,043 &044) 1 EXHIBIT A-1 COUNTY OF CONTRA COSTA, FACILITY LEASE DATED AS OF MARCH 1,2000 DESCRIPTION OF IMPROVEMENTS The following improvements are to completed on the Property: 1. Remodel of Existing Structure. Interior Improvements: Reconfigure Floor plan to conform to new operational and ADA requirements including selected wall demolition and provision of new walls. Abate ACM where affected by remodel work Provide new interior finishes in corridors, patient rooms,dining, kitchen and quiet rooms and where affected by remodel work including floor wall and ceiling. Rework mechanical,plumbing, electrical, fire protection and security systems to conform to remodel work including new air conditioning, new bath, shower and restroom fixtures, new lighting, and new communication system(rough-in) throughout. Replace all interior doors including hardware. Provide new cabinetry in Laundry, Living,and Reception and Nurses Station including bullet/abrasion proof glass partition around Reception Clean and refurbish all kitchen equipment including new hood exhaust and vent. Exterior Improvements: Replace all exterior windows. Replace major entry doors and provide new security card key system. Repair and repaint all exterior stucco. Resheath and reroof complete facility including new flashings,gutters and downspouts. Provide new skylights in corridors and selected rooms. Repair landscaping/paving Add 10 foot site fence at property line Provide new sewer line Provide elopement security at roof Tota!Construction Cost Estimate$966,.337. 2. New Construction Construct free standing -1,500 square foot building for offices and classrooms. Building will include bathrooms and containment rooms. Construction Cost Estimate$464,104. 2 • EXHIBIT B COUNTY OF CONTRA COSTA, FACILITY LEASE DATED AS OF MARCH 1,2000 SCHEDULE OF RENTAL PAYMENTS This Exhibit applies to Property set forth on Exhibit A. Prepaymeni Rental Concluding Purchase Date Payment Principal Interest Balance Option" 9/1/00 $108,318.15 0.00 108,318.15 3,369,149.28 3,436,532.27 3/1/01 $108,318.15 0.00 108,318.15 3,369,149.28 3,436,532.27 9/1/01 $154,839.87 46,521.72 108,318.15 3,322,627.56 3,389,080.11 3/1/02 $154,839.87 48,017.39 106,822.48 3,274,610.17 3,340,102.37 9/1/02 $154,839.87 49,561.15 105,278.72 3,225,049.02 3,289,550.00 3/1/03 $154,839.87 51,154.54 103,685.33 3,173,894.48 3,237,372.37 9/1/03 $154,839.87 52,799.16 102,040.71 3,121,095.32 3,183,517.22 3/1/04 $154,839.87 54,496.65 100,343.21 3,066,598.66 3,127,930.64 9/1/04 $154,839.87 56,248.72 98,591.15 3,010,349.94 3,070,556.94 3/1/05 $154,839.87 58,057.12 96,782.75 2,952,292.82 3,011,338.68 9/1/05 $154,839.87 59,923.65 94,916.21 2,892,369.17 2,950,216.55 3/1/06 $154,839.87 61,850.20 92,989.67 2,830,518.97 2,887,129.35 9/1/06 $154,839.87 63,838.68 91,001.18 2,766,680.29 2,822,013.89 3/1/07 $154,839.87 65,891.10 88,948.77 2,700,789-19 2,754,804.98 9/1/07 $154,839.87 68,009.50 86,830.37 2,632,779.70 2,685,435.29 3/1/08 $154,839.87 70,196.00 84,643.87 2,562,583.70 2,613,835.37 9/1/08 $154,839.87 72,452.80 82,387.07 2,490,130.89 2,539,933-51 3/1/09 $154,839.87 74,782.16 80,057.71 2,415,348.73 2,463,655.71 9/1/09 $154,839.87 77,186.41 77,653.46 2,338,162.33 2,384,925.57 3/1/10 S154,839.87 79,667.95 75,171.92 2,258,494.38 2,281,079.32 9/1/10 $154,839.87 82,229.27 72,610.59 2,176,265.10 2,198,027.76 3/1/11 $154,839.87 84,872.94 69,966.92 2,091,392.16 2,112,306-08 9/1/11 $154,839.87 87,601.61 67,238.26 2,003,790-55 2,023,828.46 3/1/12 $154,839.87 90,418.00 64,421.87 1,913,372.55 1,932,506.27 9/1/12 $154,839.87 93,324.94 61,514.93 1,820,047.61 1,838,248.08 3/l/13 $154,839.87 96,325.34 58,514.53 1,723,722.27 1,740,959.49 9/1/13 $154,839.87 99,422.20 55,417.67 1,624,300.07 1,640,543.07 3/1/14 $154,839.87 102,618.62 52,221.25 1,521,681.45 1,536,898.27 9/1/14 $154,839.87 105,917.81 48,922.06 1,415,763.64 1,429,921.28 3/1/15 $154,839.87 109,323.07 45,516.80 1,306,440.58 1,319,504.98 9/1/15 $154,839.87 112,837.80 42,002.06 1,193,602.77 1,205,538.80 3/1/16 $154,839.87 116,465.54 38,374.33 1,077,137.23 1,087,908.61 9/1/16 $154,839.87 120,209.91 34,629.96 956,927.33 966,496.60 311117 $154,839.87 124,074.65 30,765.21 832,852.67 841,181.20 9/1/17 $154,839.87 128,063.65 26,776.21 704,789.02 711,836.91 3/1/18 $154,839.87 132,180.90 22,658.97 572,608.12 578,334.20 9/1/18 $154,839.87 136,430.52 18,409.35 436,177.60 440,539.38 3/1/19 $154,839.87 140,816.76 14,023.11 295,360.84 298,314.45 3 9/1/19 $154,839.87 '145,344.02 9,495.85 150,016.83 151,517.00 3/1/20 $154,839.87 150,016.83 4,823.04 0.00 0.00 GRAND TOIL $6.100,551.28 On March 1, 2010, the interest rate will reset at 97%of the 10 year Treasury Rate or a similar index Assumes payment on this date has been made. 2%call premium through 9/1/09; 1%thereafter. *Assumes payment on this date has been made. Approved. Co my of Contr Costa(�1 e Director of General Services 4 VICTOR J.WESTMAN DEPUTIES: HILLIP S.COUNTY COUNSEL JANICE L.AME OAF NORA G.BARLOW B.REBECCA BYRNES SILVANO B.MARCHESI ANDREA W.CASSIDY CONTRA COSTA COUNTY MONIKA L.COOPER CH iEF ASSISTANT COUNTY COUNSEL VICKIE L.DAWES OFFICE OF THE COUNTY7COUNSEL MICHAEL .FAR SHARON L.ANDERSON L MICHAELD. R COUNTY ADtv11NISTRATION BUILDING � LILLIAN T.FUJII ASSISTANT COUNTY COUNSEL 651 PINE STREET, 9th FLOOR` JANET JANET L.HOLMES GREGORY C.HARVEY MARTINEZ, CALIFORNIA 94553-1229 KEVINT.KERR BERNARD L.KNAPP ASSISTANT COUNTY COUNSEL EDWARD V.LANE.JR.BEATRICE LIU MARY ANN MASON GAYLE MUGGLI PAUL R.MUNIZ OFFICE MANAGER STEVEN P.RETTIGE DAVID F.SCHMIDT DIANA J.SILVER PHONE(925)335-1800 JACQUELINE Y.WOODS FAX(925)646-1078 OPINION OF COUNSEL April 11, 2000 Lessee: COUNTY OF CONTRA COSTA 1220 Morello Avenue, Ste. 100 Martinez, CA 94553 Lessor: TRANSOCEAN FINANCING CORPORATION 1 I 1 Anza Blvd., Ste. 107 Burlingame, CA 94010 RE: FACILITY LEASE dated as of March 1, 2000, by and between Transocean Financing Corporation ("Lessor") and COUNTY OF CONTRA COSTA ("Lessee") Ladies and Gentlemen: I have acted as counsel to the :Lessee with respect to the FACILITY LEASE (re: 1034 Oak Grove Road) 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. 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 by and on behalf of Lessee, and, when delivered by Lessee, 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 bank=ruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. Opinion of Counsel April 11, 2000 Page 2 4. The authorization, approval and execution of the Lease 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 Rental Payments coming due thereunder, 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 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 Rental 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. Very truly yours, Victor J. Westman County Counsel aron L. Anderson Assistant County Counsel SLA/jh H:\JOANN\SLA\Iransocean.wpd EXHIBIT D COUNTY OF CONTRA COSTA FACILITY LEASE DATED AS OF MARCH 1,2000 CERTIFICATE OF ESSENTIAL USE (1034 Oak Grove Road) The undersigned,as Director of General Services,of COUNTY OF CONTRA COSTA (the "Lessee"),hereby certifies that the Property described in Exhibit A to FACILITY LEASE dated as of March 1,2000, with Transocean Financing Corporation(the "Lease")are 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,the need for which is not temporary or expected to diminish in the foreseeable future. Such 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 were selected by the Lessee to be used for the following governmental purposes: 1. Mental health and psychiatric programs. 2. Medical programs 3.Juvenile Correctional programs 4. Administrative Uses This Exhibit relates to Exhibit A to the Lease. COUNTY OF CONTRA COSTA, as Lessee By: ktwtoa-a� Director of General Services Date: March 1,2000 7 EXMBIT E THE BOARD OF SUPERVISORS,C0147RA COSTA COUNTY,CALIFORNIA Adopted this Resolution on March 21,2000 by the following vote: AY c.S: SUP=ISORS GIOL4, UIL�LA, DESAULI IER, C_ CL4MILL and GERBER NOES: NON- A.BSEIv7 NON. RESOLUTION NO. 2000/124 SUBJECT: Resolution Approving Execution and Delivery of Assignment of Purchase Options to Transocean Financing Corporation In Connection With Acquisition and Improvement of the Projects, Approving Forms of and Execution of two Facility Leases and an Escrow Agreement; Approving Forms and Authorizing the County Administrator, the Director of General Services,or their Designees,Taking Necessary Actions and Executing of Necessary Certificates. WHEREAS, the County of Contra Costa(the "County") is a political subdivision of the State of California; WHEREAS, this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County to enter into a Facility Lease with purchase option for the purpose of acquiring and improving 1034 Oak Grove Road("Oak Grove Lease") and a Facility Lease with purchase option for the purpose of acquiring and improving 2047 Arnold Industrial Way, Concord,CA("Arnold Lease"); WHEREAS,a public hearing was duly noticed.called and held pursuant to the requirements of the Internal Revenue Code of 1986, as amended,on the Project; WHEREAS the Countv intends to enter into an agreement with Seneca Center, a California nonprofit corporation, for use of 1034 Oak Grove Road,Concord.CA,as a locked adolescent mental health facility; WHEREAS the Countv has entered into an agreement with Center Point, Inc., a California nonprofit corporation, to operate aporion of 20=7 Amoid Industrial Way, Concord. CA, as a County Homeless Shelter; WHEREAS,Transocean Financing Corporation("Corporation") will finance the acquisition,construction and improvement of 1034 Oak Grove anti 2047 Arnold Industral Way (collectively, the "Projects") by and on behalf of the County; WHEREAS,it is proposed that the County assign its purchase option in connection with the Projects to the Corporation; WHEREAS, it is proposed that the Corporation will acquire the Projects and will lease the Projects to the County pursuant to the Oak Grove Lease and the Arnold Lease(collectively, the "Facility Leases"); WIEREAS, under the Facility Leases, the County would be obligated to make base rental payments to the Corporation for the lease of the Projects; WI-s'EREAS, it is proposed that all rights to receive such base rental payments will be assigned without recourse by the Corporation to Transamerica Public Finance (the "TPF") pursuant to an Assignment to be dated as of March 1, 2000(the "Assignment"); WHEREAS,approximately 32.000.000 of the proceeds from the facility lease financing for 1034 Oak Grove will be placed in an interest bearing escrow account at First National Bank of Central California.as RESOLUTION NO. 2000/124 1� kXMBIT E Escrow Agent,pursuant to an Escrow Agreement dated as of March 1,2000 (the "Escrow Agreement"), among the Corporation.County and Escrow agent, to be applied to fund improvements to 1034 Oak Grove and to be disbursed pursuant to instructions of the County as the improvements are completed; a i EREAS, the Board has been presenter: with the form of each document, hereinafter referred to, and the Board has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; WHEREAS. the County has the full legal right, power and authority to enter into the transaction hereinafter authorize:; and NOW,TI--'BEFORE. BE IT-RESOLVED by the Board of Supervisors of the County of Contra Costa, as follow: Section 1. The County hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of th-e County and that the statements, findings and determinations of the Count•set forth above are true and correct. Section 2. A public hearing was duly noticed,called and held pursuant to the requirements of the Internal Revenue Code of 1986, as amended.on a proposal that Contra Costa County enter into a lease with purchase option agreement with Transocean Financing Corporation for the purpose of acquiring a health care facility which is located at 1034 Oak Grove Road.Concord.CA. Contra Costa County intends to enter into an agreement with Seneca Center. a California nonprofit corporation, or a similar provider. for use of 1034 Oak Grove Road.Concord. CA for Z locked adolescent mental health facility following compietion of improvements to the site. Section 3. At the public hearing all interested persons were given an opportunity to appear and be heard and based on such hearine and such other facts and circumstances as this Board deems relevant, this Board hereby approves the entering into a facility lease agreement by Contra Costa County with Transocean Financing Corporation with respect to the acquisition of 1034' Oak Grove Road, Concord,CA. The rental payments due pursuant to such facility lease with option to purchase agre—ement shall have a maximum total principal component of approximately 54.000.000. Section 4. A public hearing was duiv notic---', called and heid pursuant to the requirements of the Internal Revenue Code of 1986. as amended. on a proposal that Contra Costa County enter into a facility lease with purchase option agreement with Transocean Financing Corporation for the purpose of acquiring a facility which is located at 2047 Arnold Industrial Way,Concord.CA,being used as a County homeless shelter and as commercial office space. Contra Costa County has entered into an agreement with Center Point, Inc., a California nonprofit corporation, to operate the County homeless shelter at the site. Se;,tion At the public hearing all interested persons were given an opportunity to appear and be heard and based on such hearing and such other facts and circumstances as this Board deems relevant, this Board hereby approves the entering into the facility lease agreement by Contra Costa County with Transocean Financing Corporation with respect to the acquisition of 2047 Arnold Industrial Way. Concord,CA. The rental payments due pursuant to such faciiiry lease with option to purchase agreement shall have a maximum total principal component of approximately 5700.000. Section 6. The assignment of the County's purchase option in connection with the Projects to the Corporation is hereby approved and the Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors, the County Administrator, the: Director of General Services and their designees are hereby authorized and directed to execute and deliver said assignment of purchase option to the Corporation, together with such amendments, modifications and changes to such purchase option as such officers may require or approve. RESOLUTION N0. 2000/124 P9 2 of 3 EXMBIT E Section 7. The form of the Oak Grove Lease between the Corporation and the County,dated as of March 1, 2000', on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors,the Clerk of the Board of:supervisors, the County Administrator,the Director of General Services and their designees are hereby authorized and directed to execute and deliver said Facility Lease in substarnally said form. with such changes therein as such officers or their designees may require or approve,such approval to be conclusively evidence; by the execution and delivery thereof: provided, howevc%that the aggregate base rental payments payable under the Oak Grove Lease shall not excl d 58.000,000. the maximum annual base rental payments payable under the Oak Grove Lease shall not exceed S400,000, and the term of the Oak Grove Lease shall not excxd twenty-five(25) years. Section 8. The form of the Arnold Lease'.xtween the Corporation and the County,dated as of March 1, 2000, on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors. the County Administrator,the Director of General Services and their designees are hereby authorized and directed to execute and deliver said Facility Lease in substantially said form. with such changes therein as such officers or their designees may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however,that the aggregate base rental payments payable under the Arnold Lease shall not excrd 52,00(,1,000, the maximum annual base rental payments payable under the Arnold Lease shall not exceed 5100.000,and he term of the Arnold Lewx shall not exceed twenty (20) years. Section 9. The form of the Escrow Agreement among the Corporation, the County.and First National Bank of Central California, dated as of March L.2000. on file with the Clerk of the Board of Supervisors, is herebv approved and the Chairman of ^.e Board of Supervisors, the Clerk of the Board of Supervisors, the County Administrator,the Director of Generai Services and herr designees are hereby authorized and directed to execute and deliver said Escrow Agreement and related arbitrage certificate in substantially said form. with such changes therein as such officers or their design=s may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof Section. 10. The officers of the Countv am herebv authorized and directed.jointly and severally, to do any and all things which they may deern necessary or advisabic in order to consummate the transactions herein author,zed and otherwise to carry out, give: en-_- and comply with the terms and intent of this Resolution. The Chairman of the Board of Supervisors, the Clerk of the Board of Supervisors and the officers of the County are hereby authorized and directed to execute and deriver any and all certificates,tax and rebate certificates, letters and confirmations. nec;:ssary and desirabie to accomplish the transactions set forth above. Section 11. All actions heretofore taken by the agents of the County with respect to the acquisition of the Project through the Facility Leases are hereby approved and confirmed. Section 12.The County hereby deciares iv;offrcral intent, solely for purposes of establishing compliance with the requirements of Section 1.150-2 of the united States Treasury Regulations,to use procxds of the financing to reimburse itself for any County expenditures in connection with the Project incurred prior to the execution and delivery of the Facility I.:ases. RESOLUTION NO. ')000/J-)_/, I HEREBY CERTIFY THAT THIS IS A TRUE AND C ERECT COP"OF AN ACI K)N TAKEN AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERv;SOWCt$ E DATESH N. A ESTED /J%r PHIL BATCHELOR,CLERK OF THE BOARD OF SUPERVISORS AND COlrT17Y ADMINIS MATCR BY DEPUTY RE:SOL1710N NO. 2000/1 4 pg3of3 EXHIBIT F RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: County of Contra Costa General Services Department Lease Management Division 1220 vlorello Avenue, Suite 100 Martinez, CA 94553-4711 Attention: Carol Chan Memorandum Of Facility Lease & Termination of Prior Lease This Memorandum of Facility Lease ("Memorandum") is dated as of March 1. 2000, is entered into between TRANSOCEAN FINANCINNG CORPORATION ("LESSOR"), and COL`NTY OF CONTRA COSTA, a political subdivision of the State of California ("COUNTY""). Recitals A. On March 1. 2000, LESSOR and COUNTY entered into a Facility Lease ("Lease"), pursuant to which LESSOR leased to COUNTY and COUNTY leased from LESSOR all the real property including land and all buildings, improvements and fixtures now or hereafter located thereon, commonly known as 1034 Oak Grove Road, Concord: APN 129-190-012, -043, -044 and more particularly described and shown on Exhibit A ("Property"). B. As more particularly set ;forth in the Lease, LESSOR granted to COUINTY" an option to purchase said Poperty. C. LESSOR and COUNTY" desire to execute this Memorandum to provide constructive notice of LESSOR's and COUNTY's rights under the Lease, which includes an option to purchase, to all third parties. D. The Facility Lease dated as of July 1, 1998, between the COUFINTY and TRANSOCEAN FINANCNG CORPORATION, including the COU�iTY'S option to purchase, is hereby terminated and is replaced in its entirety by the Lease described in this Memorandum. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged. the parties agree as follows: 1. Conveyance and Term By this Memorandum and that certain Facility Lease between the LESSOR and COUNTY of March 1, 2000, LESSOR leases to COUNTY the Premises herein described for a term of twenty (20) years, commencing on March 1, 2000 , and ending on February 29, 2020 and conveys to COUNTY an option to purchase the Property under the terms and conditions contained in the Lease 2. Successors and Assigns This Memorandum and the Lease shall bind and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject, however, to the provisions of the Lease on assignment. 3.. Governing Law This Memorandum and the Lease are governed by California law. The venue for any dispute concerning this Lease shall be Contra Costa County, CA. IN WITNESS WHEREOF, the parties hereto have executed the MEMORANDUM OF LEASE as of the date first written above. COUNTY: LESSOR: COUNTY OF CONTRA COSTA TRANSOCEAN FINANCING a political subdivision of the State of CORPORATION California 1 11�� By. �: By Director of General Services J hua G. Cooperman, President APPROVED AS TO FORM: VICTOR J. WESTMAN, County Counsel, Y� J EXHIBIT A MEMORANDUM OF LEASE AND TERMINATION OF PRIOR LEASE SC?iE]DULE OF PROPERT`! The Property which is the subject of the attached MEMORADMUM OF LEASE AND TERMINATION OF PRIOR LEASE is; as follows : The following described lard and all buildings, improvements and fixtures now or hereafter located thereon: APN 129-190-012, -043, and -044, commonly known. as 1034 Oak Grove Road, Concord, CA as further described below: PARCEL ONE: Portion of Lot 9, Map of Williams Walnut Division_, filed June 21, 1910, Map Book 3, Pace 57, and Parcel "A" ELS said Parcel is show-,- on Subdi-r Sion 4566, filed March 11, 1977, Map Book 193 , Pace 37, said Lot 9 (3 M 57) and said Parcel "A" (193 M 3 7) are sacwn L:ioon the record of Sl.r'ie y filled August 11, 1988 in book 88 of L.S .M. a- Pace 13 , Contra Costa County Records, descri=bed as follows : Beginning in the center line the Cou'nt's Road kno,.,rn as Oak G=%-e ..cad at -' e Northwest line of the parcel of land described in the Deed -o Ira F. Eckert, et ux, recorded Janua ry 14, 1955, Book 2457, Official Records, Pace 559; thence from said point of beginn .nc South 35'' 11 ' 10" East, alone said center line, 181.86 Leet to the Southeas- line of said Eckert Parcel; thence Nor--',, 513 47 ' .11" East along said Scur-heasn line 230.06 feet to the Southern corer of said Parcel "P_" (193 M 37) ; thence along the South Eastern line thereof North 51' 47111" East, 120 . 37 fee:- to the Eastern corner of said Parcel thence along the Northeastern _ir=e thereof Nortn 350 12 '49" West, 81 00 =est; thence along said Northeastern_ line Ncrth 110 02 ' 47" East, 38 . 76 feet to t: E`CHIBIT G NOTICE OF ASSIGNMENT (1034 Oak Grove Road, Concord) Transocean Financing Corporation ("Lessor/Assignor") hereby gives notice to Contra Costa County ("Lessee"), that Lessor has sold, assigned and transferred all of Lessor's right, title and interest in, to and under(a) that certain Facility Lease dated as of March 1, 2000 (the "Agreement"), by and between Lessor and Lessee, as respects Exhibits A and B; (b) the property described in Exhibit B to the Agreement (the "Properry"); and (c) all payments respecting the Property now or hereafter due or payable pursuant to the .agreement. including (but nor limited to) rental payments and purchase option payments set forth on Exhibit B. to TR-�,N S.kN[ERICA PUBLIC FINANCE LLC (the "Assignee"), 2600 Grand Avenue, Suite 350, Kansas Ciry, NIO 64105, Atm: Senior Vice President (Tax I.D.: 36-42-76524). All payments should be sent to the assignee at the following address: TRaNSAMERICA PUBLIC FINiANCE LLC 9399 West Higgins Road, Ste. 600 Rosemont. IL 60018 Atm: Tim Milazzo Finance Dept. Lessee confirms that oto semi-annual payments of interest and thin-ei2hr semi-annual payments of principal and interest according to the schedule set forth on Exhibit B to the Agreement remain due as of the date set forth below. and that no event of default (or event which %.vith the ,^,assage of time or Qivin(2 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 rhe 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 abatement of the agreement) which would cause the Lessee not to make the remaining payments due under the Agreement. The Lessee also confirms that the interest rate will be adjusted following the twentieth payment. and that a revised amortization schedule will be substituted in lieu of Exhibit B at that time for the remainine twenty oavments. Assianee has not assumed anv of Lessor's oblieations under the Lease. Dated as of the 1st day of March. 2000. TRANSOCEAN FINANCENG CORPORATION. TION. as Lessor,`Assigno Bv. ,�,,�.�$ Joshua G. Cooperman President .-SCK-vOWLEDGED AN-D .-ACCEPTED. COUNTY OF CONTRA COSTA. 3 Lessee Bv: ^� �tcV Authorized Officer TRANSANIERICA PI BLIC FINANCE LLC. as Assic-me! Robert Neon e. Senior Vice P.esident fwortLT lesesia Cc.e:i103-:I;ej 13 ESCROW AGREEMENT [Account Number 423000040471 [Account Number 420739161 THIS ESCROW AGREEMENT, made and entered into as of March 1, 2000, by and among First National Bank of Central California, a national banking association (the "Escrow agent"), Transocean Financing Corporation, a corporation duly organized and existing under the laws of the State of California ("Transocean") 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. Transocean and Lessee have entered into a Facility Lease dated as of March 1, 2000 (the "Lease"), a duplicate original of whii:h has been furnished to the Escrow Agent, wherebv Lessor has agreed to lease and grant an option to purchase certain real property located at 102=1 Oak Grove, Concord, California as described on Exhibit A therein (the "Properr") to Lessee, and Lessee has agreed to lease the Property from Transocean and has an option to purchase the Property, in the manner and under the terms as set forth in the Lease. 1.02. This Agreement is not intended to alter or change in any way the rights and obligations of Transocean 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. 1.04. Within five (5) days after execution of escrow instructions with Old Republic Title Company and the delivery of the legal opinion by Lessee pursuant to the Lease, Transocean is required to deposit or cause to be deposited with the Escrow Agent the approximate sum of(i) $2,000,000. which is required to be credited to the Property Acquisition Fund established in Section 2 hereof and used to pay the cost of certain improvements to the Property, described on Exhibit A to the Lease hereto (the "Improvements") and, to the extent not needed for this purpose, is required to be repaid to Transocean in accordance with Section 2.03 herein (and with such modifications to the rental payments to reflect the refund to Transocean) or if not material in amount to be applied towards payments due from the Lessee under the Lease, and(ii) S20S.016.82 which is to be credited to the Capitalized Interest Fund established in Section 2 hereof and used to pay for the interest during the construction period for improvements to the Property. 1.05. Lessee will cause all of the planned improvements to the Property to be constructed and ordered by the licensed contractor, licensed supplier or vendor therefor. The cost to be paid to the licensed contractor, licensed subcontractor, supplier or vendor 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. Transocean and Lessee agree to employ the Escrow Agent to receive, hold, invest and disburse the money to be paid to the Escrow Agent by Transocean 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. Property Acquisition Fund 2.01. The Escrow Agent shall establish a special escrow fund designated as the property acquisition fund (the "Property Acquisition Fund") and a special escrow fund designated as the capitalized interest fund (the "Capitalized Interest Fund"), shall keep such Funds separate and apart from all other funds and moneys held by it, and shall handle such Funds as directed by Transocean and Lessee and as provided in this Section 2 and Section 3 hereof. 2.02. All moneys paid to the Escrow Agent by Transocean pursuant to Section 1.04 of this Agreement shall be credited to the Property Acquisition Fund and the Capitalized Interest Fund respectively. The Escrow Agent shall use the moneys in the Property Acquisition Fund to pay the cost 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 A) and as approved for payment by Lessor and its assignee. upon receipt of a Disbursement Request Form with respect to any such item of Properry, an amount equal to the cost as shown therein shall be paid directly to the person or entity entitled to payment as specified therein. The Escrow Agent shall use the moneys in the Capitalized Interest Fund to pay the Rental Pavments due under the Lease on September 1, 2000 and March 1, 2001. Notwithstanding the foregoing, upon receipt by Escrow Agent of a certificate from Lessor, specifying in detail that an event of default or abatement has occurred under the Lease, which event for abatement purposes is not covered by rental interruption insurance, the Escrow Agent shall apply such monies as held in the Property Acquisition Fund and Capitalized Interest Fund as specified by Lessor in payment at par of amounts of principal owed Lessor under the Lease in the case of default and rent in the case of abatement. No disbursements shall be made from the Property Acquisition Fund until Transocean or its Assignee has been provided performance and labor bonds and payment bonds on behalf of the vendor(s) in the amount of the contract(s) naming Lessee and Transocean or its Assignee as obligees other than disbursements for design and similar pre-installation services. 2.03. Lessee shall furnish to the Escrow Agent as soon as available a copy of any purchase orders, descriptions or bid documents respecting the improvements to the Property and related costs and upon completion of the Improvements a certificate executed by Lessee terrifying that the Improvements have been completed and that all costs of the Improvements have been paid. If there are any amounts over S50,000 in the Property Acquisition Fund remaining from the amount originally deposited under Section 1.04 at the time of the delivery of the completion certificate in accordance with the preceding sentence or on March 1. 2002. or in the earlier event the Escrow Agent receives notice from Lessee that the improvements project has been canceled, suspended or will be delaved beyond March 1, 2002, the Escrow Agent shall pay to Transocean or its assignee the amounts-set forth in such Funds as a prepayment of principal of the Lease Payments. Thereafter, the Escrow Agent shall close the Property Acquisition Fund. Transocean shall provide Lessee with a revised amortization schedule under the Lease respecting future lease payments to reflect the prepayment of principal on that date. Transocean acknowledges the prepayment shall be at par, utilizing the same interest rate and payment dates as initially set forth in the Lease. _.04. The Escrow Agent shall only be responsible for the safekeeping and investment of the moneys held in the Property Acquisition Fund and the Capitalized Interest Fund. and the disbursement thereof in accordance with this Secrion, 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. 2.05. If there are anv remaining balances in the Capitalized Interest Fund after the Escrow Agent has made the payment due at the time of the delivery of the completion certificate or on March 1, 2002 per Section 2.02 of this Agreement, or in the earlier event the Escrow Agent receives notice from Lessee that the improvements project has been canceled, suspended or will be delayed beyond March 1, 2002, the Escrow Agent will deposit said balances into the Property Acquisition Fund. Thereafter the Escrow Agent shall close the Capitalized Interest Fund. Section 3. Moneys in Property 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 Transocean, and such moneys, together with any income or interest earned 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 Transocean. Lessee hereby grants to • Transocean a security interest in such Funds created under this Agreement and the moneys and investments held therein. Escrow Agent shall act as the agent of Transocean for the purposes of perfecting such security interest and shall ensure that all forms of investment permit the Escrow Agent(or Transocean, as applicable) to obtain a security interest or adequate collateralization in such investments. 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 investments as directed by the Lessee 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 Escrow Agent 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 lav: (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 Li3ucd 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 cenificates 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 associatio::1, provided that such certificates of deposit shall be(a 1 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 530,000,000, 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 reportinls 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-1 by Standard& Poor's Ratings Services("S&P")or P-1 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 5500.000,000 and that have an"A"or higher rating for the issuer's debentures. other than commercial paper, as provided by S&P or Moodv's;provided that purchases of eligible commercial paper may not exceed ISO 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, or(b)any corporation that is organized and operating within the United States of America and that has total assets in excess of $600,000,000 and that has an"A"or higher rating for its debt, other than commercial paper, as provided by Moody's or S&P. (I.X) 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 other 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, its arbitrage calculation agent, and Transocean, an accounting of all investments on a monthly basis. Monthly statements shall be sent to: Laura W. Lockwood Director, Capital Facilities and Debt Management Contra Costa County 661 Pine Streeet, 6'Floor Martinez, CA 94663 Orrick. Herrington and Sutcliffe LLP Financial Services Group Attn: Tom Fox 400 Sansome St. San Francisco, CA 94111-3143 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 cormection 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 Transocean 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, and the cost of defending any action, suit or proceeding or 4 ' resisting any claim. The Escrow Agent shall be vested with a lien on all property deposited hereunder, for indemnification, 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 Transocean 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 Transocean 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, 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 .4 gent. 6.01. A national banking association or a state bank with a minimum capital of S25 Million, or a mutually agreed entity, may be substituted to act as Escrow Agent under this Agreement, upon agreement of the Lessee or Transocean. 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 Transocean 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 Transocean. 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 that 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 Transocean, 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(43) 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. 5 1 1 1 1 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, with respect to the rights (but not the obligations) of Transocean, as used herein the term "Transocean" means any person or entity to whom Transocean has assigned its right to receive Rental Payments under the Lease and any payments due to Transocean 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. 7.07. This Agreement shall tern-unate upon disbursement by the Escrow Agent of all moneys held by it hereunder. rN 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 SuzannejBurnham Vice Pres dent P.O.Box 1786 Salinas,CA 93902 or 1001 South Main Street Salinas,CA 93901 Attn: Sue Burnham (831) 751-7647; fax: (831) 757-6407 TRANSOCEAN FINANCING CORPORATION, Lessor By: Jos a G.Cooperman President 111 Anza Blvd.,Suite 107 Burlingame.CA 94010 (650)342-2266 FAX: (650)342-9719 COUNTY OF CONTRA COSTA,Lessee By: C� CSL Bart Gilbert Director of General Services 1220 Morello Avenue Martinez.CA 94553 (925)313-7200 Fax: (925)313-7299 6 • UMBIT A Payment Request Form First National Bank of Central California, as Escrow Agent, pursuant to that certain Escrow Agreement dated as of March 1, 2000, by and among the said Escrow Agent, Transocean Financing Corporation and County of Contra Costa, California ("Lessee"), is hereby requested to pay, from the Property Acquisition Fund (account No. [4230000404711) 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 improvements to 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 due(?) or which were previously paid by Lessee: Payee Amours 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: (3) Contractor's invoice or progress payment report and(4) 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: County Administrator, or his designee Approved for Payment: TRANSOCEAN FINANCING CORPORATION [OR ITS ASSIGNEE] By: Its: 7 ARBITRAGE CERTIFICATE I, Bart Gilbert, hereby certify that I am the duly qualified designee of the County Administrator of the County of Contra Costa, California(the "Lessee"), and that in my official capacity as such officer I am responsible for executing and delivering, on behalf of the Lessee, a Facility Lease dated as of March 1, 2000 (the "Lease"), by and between Transocean Financing Corporation, 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 acquire certain Property described in the pages of Lease Exhibit A (the "Property"), and to lease and sell the Property to the Lessee; and the Lessee is required to lease and purchase the Property from Lessor by paving rent with respect thereto, comprising principal and interest, on the dates and in the amounts set forth in the pages of Lease Exhibit B. Acquisition of certain of the Property, including improvements being made to the Property, are being funded through an Escrow Agreement dated as of March 1, 2000, 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 certain of the Property (including improvements being made to the Property) when due, the Lessor and the Lessee have entered the aforementioned Escrow Agreement(the "Escrow Agreement"). :. The obligations of the Lesser: under Exhibit B to the Lease with respect to the Property described on Lease Exhibit A commence on March 1, 2000, 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 certain of the Property. Such amount will be used to pay the cost of certain improvements of the Property, which is estimated to be 52,000,000. 4. Pursuant to the Lease, the Lessee or the Lessor will, within six months of the nate hereof, enter into contracts providing for the acquisition and installation of certain of the Properry(including improvements being made to the Property) in an aggregate amount of not less than approximately $2.000,000.00, and anv 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 March 1, 2002. 6. all of the spendable proceeds in the Property Acquisition Fund established pursuant to the Escrow Agreement will be expended on the Property by March 1. 2002. i. 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°10. the amount necessary for the governmental purpose for which the Lease is entered into. 8. No sinking fund within the meaning of Regulation Section 1.1=18-1(c)(2) will be maintained for the payment of the rent due under die 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. 8 • • +CONTRA COSTA COUNTY Arbitrage Certificate March 1, 2000 Page 2 10. The Lessee will comply with the requirements of Section 148(f) of the Code, to the extent required thereby, 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 1st clay of March,2000. CONTRA,COSTA COUNTY k q Bart Gilbert, Director of General Services 9 Payment RequestNo. First National Bank of Central California as Escrow Agent, pursuant to that certain Escrow Agreement dated as of March 1, 2000, by and among the said Escrow Agent, Transocean Financing Corporation ("Lessor") and Contra Costa County, California ("Lessee"), is hereby requested to pay, from the Property Acquisition Fund (account No. 14230000404711) 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 Equipment Wire Proceeds or Send Chec 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 he attached pages: (1) Property order form—(2) a manufacturer's or dealer's invoice, (3) Contractor's invoice or progress payment report, and (4) 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: ?00 CONTRA COSTA COUNTY By: County Administrator or his designee Approved for Payment: Transocean Financing Corporation. Lessor [or its.assignee] By: Its: 10 J z . o SUBLEASE EXHIBIT "B" PREMISES i SITE PLAN (E) ACCESSIBLE Q PARKING O _ PARKING SERVICE C7 ' Y I IPARKING YOUTH SERVICES BUILDING e I I ' NJ:X. CPORT LAWN I I IZ