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TO: BOARD OF SUPERVISORS Contra
FROM: MAURICE M. SHIU,PUBLIC WORKS DIRECTOR etlosta
DATE: MAY 6, 2003 ,� -' ` ,,County
SUBJECT: CONTRA COSTA COUNTY AIRPORTS—AIRPORT FINANCING
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. Recommended Action:
APPROVE a Lease/Lease-Back Agreement in the amount of$1,942,534 financed by the Airport Enterprise
Fund over a seven year period with Transocean Funding,Inc,and related documents,to replace an existing
lease and agreement and a Caltrans agreement for improvements to the Buchanan Field and Byron Airports.
AUTHORIZE the County Administrator, or his designee, to SIGN, on behalf of the County, an updated
Guarantee Certificate,guaranteeing lease payments should the Airport Enterprise Fund be unable to meet its
obligations.
AUTHORIZE the Public Works Director, or his designee, to EXECUTE, on behalf of the County, all
necessary documents to complete the transaction,and to make any minor,non-substantial changes as may be
appropriate to finalize language of the agreement.
Continued on Attachment: X SIGNATURE:
-RE COMMENDATION OF COUNTY ADMINISTRATOR
_RECOMMENDATION OF BOARD COMMITTEE
�.ArPPROVE OTHER
SIGNATURES :
ACTION OF BO 7 ON MAY 061 2003 APPROVED AS RECOMMENDED xx OTHER
VOTE OF SUPERVISORS
xx UNANIMOUS(ABSENT NONE I I hereby certify that this is a true and correct copy of an action
AYES: NOES: taken and entered on the minutes of the Board of Supervisors on
ABSENT: ABSTAIN: the date shown.
KF:df District III Seat Vacant
C:\\MyDocurnents\Wad Files\BO\2003\ba6-6 Refinance2003.doc ATTESTED: MAY 06, 200.E
Orig.Div:Public Works(Airport) JOHN SWEETEN,Clerk of the Board of Supervisors and County
Contact: (Keith Freitas 646-5722) Administrator
c: County Administrator
Laura Lockwood,CAO
Auditor/Controller
Public Works Director By---- yam' ,Deputy
Public Works Accounting
Federal Aviation Administration
Transocean Funding Josh Cooperman
SUBJECT: CONTRA COSTA COUNTY AIRPORTS—AIRPORT FINANCING
DATE: MAY 6, 2003
PAGE: 2
H. Fiscal Impact:
1. The County's entry into the new Lease/Lease-Back Agreement,and payoff of two other agreements,will
reduce the interest rate to 4.12%from 5.75%and 6.06%. This will also provide the Airport Enterprise
Fund with additional operating funds to complete various capital improvement projects. The Airport
Enterprise Fund will finance approximately$1,942,534 over a 7-year period. This new agreement will
include a payoff of an existing Caltrans agreement in the amount of$371,531, $25,003 for the cost of
funding services, and the remaining$1,546,000 balance of the existing Transocean Lease/Lease-Back
Agreement. There is no fiscal impact to the County's General Fund.
IIL Reasons for Recommendations and Backizround:
Over the years, the County's Airports has received millions of dollars in grants from the Federal Aviation
Administration(FAA)to construct the Byron Airport and to complete various other Airport Improvements at
the Buchanan Field Airport. The FAA grants provided 90%of the total cost of the improvements,Caltrans
typically will fund 4.5%, and the County Airports were required to fund the remaining 5.5%.
In 1994, the County, again on behalf of the Airports, entered into two financial agreements 1) to raise
additional funds necessary for the completion of improvements to the Byron Airport that were not otherwise
eligible for FAA nor Caltrans grant funding,and 2)to pay off the outstanding Caltrans agreements that were
at relatively high interest rates. These agreements were in the form of a LeaselLease-Back Agreement and a
License and Lease-Purchase Agreement. The agreements provided for semi-annual interest-only payments
up to May 1, 1999,and semi-annual principal and interest payments through May 1,2002. The principal of
the two agreements totaled$3.495 million.
In 1997, the Board authorized the County on behalf of the Airports to enter into a new Lease/Lease-Back
Agreement in the amount of$3.646 million in order to take advantage of lower interest rates at the time and
to spread the payments over a longer period of time,which more accurately matched the anticipated Airport
revenues with debt payments up to May 1, 2005. The 1997 Lease/Leaseback Agreement replaced the two
1994 financial agreements.
Staff recommends approval of the new agreement for the following reasons:
1. The County's interest costs will be reduced.
2. Under the current funding agreement,the Airport Enterprise Fund has two remaining principal payments due
May 1, 2004 and May 1, 2005. The two final principal payments are $730,000 and $816,000. This new
agreement will include paying off$371,531 of an existing Caltrans agreement, $25,003 for the cost of
funding services and the $1,546,000 remaining balance. These total approximately$1,942,534.
3. The additional disposable capital funds will allow the Airport Enterprise Fund to payoff early two existing
Caltransagreements,which have scheduled final payment dates in 2010 and 2015.
IV. Consequences of Negative Action:
The new Lease/Lease-Back Agreement will not be approved and anticipated savings will not occur.
,+ r,�=rte (4 A, fo
EXE kU E
LEASE AND LEASE-BACK AGREEMENT
dated as of May 6,2003
between
TRANSOCEAN FUNDING,INC.
and
THE COUNTY OF CONTRA COSTA,
CALIFORNIA
CONTRA COSTA COUNTY("COUNTY" OR"LESSEE"),ACTING ON BEHALF OF BUCHANAN
FIELD AIRPORT AND BYRON AIRPORT, INSTRUMENTALITIES OF CONTRA COSTA COUNTY,AND
TRANSOCEAN FUNDING, INC.,A NEVADA CORPORATION('LESSOR' OR"ISSUER" QR
"TRANSOCEAN")AGREE AS FOLLOWS:
AUTHORITY
Contra Costa County enters this agreement as of May 6,2003(the"Agreement") under authority of
(Inter alfa)Government Code Sections 25536(a)+(c),25524, 50470, 50474,and 50478.
ARTICLE I
LEASE OF PROPERTY TO TRANSOCEAN
Section 1.1 Lease of Prc agdy to TraOAgCaM. In consideration of $1 per year and in further
consideration of Transocean's pay-off of the full balance of County's existing obligations to the Lessor
under the agreement listed in(1)below and to the State of California,Transportation Department under the
agreement listed in (ii) below, and their respective heirs, successors and assigns, under (I) that certain
Lease and Lease-Back Agreement dated as of June 1, 1997, between Transocean Funding, Inc. and the
County (acting on behalf of Buchanan Field Airport and Byron Airport), and (ii) that certain California
Airport Loan Agreement No. CC-5-94-L-5 dated May 22, 1995, between the State of California,
Transportation Department and the County, County hereby leases to Transocean as lessor under this
Lease and pursuant to the terms hereto, for the lease term as set forth in Section 4.1, the property
described on Exhibit B hereto(the"Property").
Section 1.2 Uae_of The F!=e .Transocean shall held a leasehold interest In the Property during
the term of this Agreement,but Transocean's sole purpose for holding such interest shall be to lease-back
the Property to County under the terms and conditions of Articles Il through XV herein. County will retain
fee simple title to the Property and shall have sole discretion over the use of the Property, but agrees that
the Property will be used solely for lawful public airport purposes. Transocean agrees that it will take no
action that will in any way interfere with County's quiet enjoyment of the Property. To the extent not
already transferred to County pursuant to the terms of this Agreement,on the eleventh anniversary of the
signing of this Agreement all such right, title and Interest as Transocean may then retain in the Property
will transfer to County.
Section 1.3 Security loteres#. Transocean will have no security interest in the Property.
Transocean's leasehold Interest in the Property may not be pledged or assigned by Transocean or its
successors or assigns as security for any obligation.
Section 1.4 Q12inion of County Counsel. County will deliver an opinion of counsel substantially In
the form attached as Exhibit E hereto, Including representations to the effect (1) that County is a political
subdivision,duly organized and validly existing under the laws of the State of California and has full power
and authority to execute and deliver this Agreement, to enter into the transactions contemplated by this
Agreement and to carry out its obligations hereunder, (ii)that this Agreement constitutes a legal,valid and
binding agreement enforceable against County in accordance with its terms, (ill)that Counsel is not aware
of any contract or agreement to which the County is a party that would invalidate or preclude the
consummation of the transaction contemplated herein.
Section 1.5 Manu( , .ars' Coa=or's>ani V doE's WaMilnties. County will retain all rights
under any warranties it may have as to the Property from any manufacturer, contractor, installer or
vendor. At County's expense, Transocean shall take any and all action that may be appropriate as the
holder of a leasehold interest should County seek to enforce any warranties against a manufacturer,
constractor, installer or vendor of the Property.
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Section 1 r C M Rapmwat ons. County believes that It has, and will have, sufficient funds in
the Airport Enterprise Fund to pay all amounts due hereunder; and County represents that the Property is
necessary and essential to enable the County to operate, maintain, and provide governmental services.
County further believes that the Lease Payments during the Lease Term (as such terms are defined
below) are equivalent to, and do not exceed, fair rental value of the Property for a lease of such Property
by County.
ARTICLE If
LEASE-BACK BY COUNTY
Section 2.1 Lease. Transocean (Lessor) hereby leases the Property to County (Lessee) and
County hereby leases the Property from Transocean (the "Lease" or "Lease-back" or "County Lease"),
upon the terms and conditions set Forth in Articles fi through XV of this Agreement.
Section 2.2 egfi sign and EnWm2nt. Lessor hereby covenants to provide Lessee during the
term of this Lease with the quiet use and enjoyment of the Property, and Lessee shall during the term of
the Lease peaceably and quietly have and hold and enjoy the Property, without suit or hindrance from
Lessor, except as expressly set forth In this Lease. Lessor will, at the request of Lessee and at Lessee's
sale cost, join in any legal action in which Lessee asserts its right to such possession and enjoyment to
the extent Lessor lawfully may do so.
Section 2.3 Ll or Agri a to Prop rpt . Lessee agrees that Lessor shall have the right at all
reasonable times to examine and inspect the Property.
ARTICLE Ill
WARRANTIES
Section 3.1 D scIg1Mgr of Ltssor-s )N rr, Wtigs W_1&4=. NEITHER LESSOR NOR ANY
ASSIGNEE OF LESSOR MAKES ANY WARRANTIES WITH RESPECT TO THE PROPERTY, EITHER
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS THE SAME. NEITHER LESSOR NOR
ANY ASSIGNEE OF LESSOR SHALL. HAVE ANY LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR
DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY THE PROPERTY, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR
DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH ARISING IN
STRICT LIABILITY, OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS
LEASE AND EXPRESSLY DISCLAIM THE SAME. The obligation of Lessee to pay the Lease Payments,
as specified in Section 4.2 below, and to perform and
observe the other covenants and agreements contained herein, shall be absolute and unconditional in all
respects and shall not be abated, unpaired, set off or reduced for any reason, including without limitation,
any claims of lessee with respect to the condition, quality, workmanship, delivery, shipment, installation,
construction,fabrication,defects or other matters involving the Property.
ARTICLE IV
TERM OF LEASE; LEASE PAYMENTS
Section 4.1 L Me Term. Unless terminated earlier under this Agreement, the term of this Lease
("Lease Term") shall Commence by execution of this Agreement by both parties and extend through the
last payment Due Date set forth on Exhibit C or through such date on which the Principal Balance may be
paid off.
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Section 4.2(ease Payments
(a) Lessee agrees to pay to Lessor the Payment Amounts set forth in Exhibit C ("Lease
Payments")on the Cue Dates specified in Exhibit C,for and in consideration for the right of possession of,
and continued quiet use and enjoyment of, the Property during each payment period. Said Lease
Payments shall be payable without notice or demand at the office of the Lessor (or such other place as
Lesser may from time to time designate in writing) on the 15th day of the month preceding the payment
dates set forth In Exhibit C. Any notice, Invoicing,purchase orders,quotation or other forms or procedures
required by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor or
its assignee sufficiently In advance of payment due date for the completion thereof by Lessor or its
assignee prior to such payment date. Lease Payments shall be paid absolutely and unconditionally in all
events and without assertion of any right to any set-off,defense or counterclaim.
(b) As provided under applicable law, the Lease Payments, or any other amounts that may
become due hereunder,shall be payable from and be a first charge on the gross revenues of the Lessee's
Airport Enterprise Fund. Lessee may, but shall not be required to, advance money derived from any
source other than such gross revenues and any other source specifically identified herein for the payment
of the Lease Payments, but such other funds or property of Lessee shall not be liable for the payment of
the Lease Payments.
(c) As security for its obligations hereunder, Lessee hereby pledges the gross revenues of the
Airport Enterprise Fund for each fiscal year during the Lease Term to the extent of 125% of the Lease
Payments due for such year. Any assignee of the Lessor shall be entitled to collect and receive such
gross revenues as will cover Lessee's Lease Payment obligations for the year, and such revenues
collected or received by Lessee shall be deemed to be held and to have been collected and received by
Lessee on behalf of Lessor or its assigns and shall forthwith be paid by Lessee to Lessor or its assigns.
Lessee shall not further encumber amounts subject to the pledge as provided in this paragraph.
(d) Lessee hereby covenants that it will maintain and operate the Property for which revenues are
received into the Airport Enterprise Fuad for the term of this Lease and will establish, maintain, revise
when necessary and collect such charges as may be appropriate for the service, use, and occupancy of
such Property. Lessee further covenants that, along with other funds appropriated by the governing body
of Contra Costa County from time to time, such charges will provide adequately for the operation and
maintenance of such airport facilities.
ARTICLE V
USE; REPAIRS;ALTERATION
Section 5.1 Use: Rel2,airs. Lessee shall use the Property in a careful manner and shall comply with
all laws,ordinances and regulations relating to, and shall pay all costs,claims,damages, fees and
charges arising out of,the Lease and the Property. Lessee, at its expense, shall keep the Property in good
repair and furnish all parts, mechanisms and devices required therefor.
ARTICLE VI
LOSS; IRREPARABLE DAMAGE; EMINENT DOMAIN
Section 6.1 Eliak of Loss. Lessee shall bear the entire risk of loss or damage to the Property from
any cause whatsoever,and no such loss or damage to or condemnation of the Property nor defect therein
near unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or
any other obligation under the Lease. The risk of loss and damage that the Lessee agrees to assume
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under this Section shall be insured against under Article VII below respecting insurance. In the event of
damage to any item of Property, Lessee shall immediately replace or repair the same,with or without the
proceeds of insurance. To the extent it is not feasible to repair or replace said damaged Property, the
value of the damaged Property shall be determined by Lessee and Lessor and, with or without using the
proceeds of Insurance, Lessee shall pay to Lessor the amount of the closest$5000 increment below said
value; lessor shall then:
1)subtract such amount, less any unpaid interest accrued since the last due Date and any other
payments then due and unpaid, from the Principal Balance owing on the Payment Schedule at that time,
and
2) recalculate a new Payment Schedule for the new Principal Balance over the remaining Lease
Term, in the same manner and with the same interest rate as used to calculate the Payment Schedule of
Exhibit C, effective May 1,2003, and
3)refund to County the excess of the balance over the closest$5004 increment.
County thereafter will make such lower payments as will retire the new Principal Balance over the
remaining Lease Term.
Section 6.2 Ernlnel3t~Domain. If all of the Property (or portions thereof such that the remainder is
not usable for public purposes by the County) shall be taken under the power of eminent domain or shall
be condemned such that the County shall not be able to utilize or obtain the benefits of such Property, the
term hereof shall cease as of the day that possession shall be so taken. If less than all Property shall be
taken under the power of eminent domain or condemnation and the remainder is usable for public
purposes by the County at the time of such taking, then this Agreement shall continue in full force and
effect as to such remainder, and the parties waive the benefits of any law to the contrary. In event of a
partial taking, there shall also be a partial abatement of the Lease Payments due hereunder in an amount
equivalent to that portion of the Lease Payments hereunder which the fair market value of the portion
taken bears to the fair market value of the Property as a whole. So long as any of the principal
components of the Lease Payments remain unpaid, any award made in eminent domain or through
condemnation proceedings for the taking of the Property or any portion thereof shall be applied to the
prepayment at per of the principal components of the Lease Payments as provided herein and any
remaining balance of any such award shall be applied to any other obligations due Lessor from the County
herein, and to the extent of any surplus following such application of such payment or provision therefor,
shall be paid to the County.
ARTICLE VII
INSURANCE
At its sole expense, Lessee shall, during the term of this Lease, insure all Property under this
Lease against casualty occurrences, including the perils of fire, lightning, windstorm, hall, explosion,
aircraft, vehicles, smoke, riot, civil commotion, strikes, locked out workmen or theft, burglary and water
damage in an amount equal to the higher of total acquisition cost at the time or the cost of replacement of
all Property and shall insure public liability and property damage insurance sufficient to protect Lessor
from liability in all events. As used herein, "Insure"shall mean and include such self insurance as Lessee
shall desire.
ARTICLE wilt
LIENS AND TAXES
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Lessee shall keep the Property free and clear of all levies and encumbrances, except those
created by this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal)
including, but not limitedto sales, use, excise and property taxes and penalties and interest which may
now or thereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of
the Property, excluding, however, all taxes on or measured by Lessor's net taxable income. If Lessee fails
to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay
said charges and taxes. In the event the Lessor has paid such charges or taxes, Lessee shall pay
immediately to Lessor the amount advanced upon behalf of the Lessee.
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, Lessee shall indemnify Lessor and its assigns against and hold
Lessor and its assigns harmless from any and all claims, actions, proceedings, expenses, damages,
liabilities, costs or similar charges of whatever nature, arising out of or in connection with the Property or
this Lease, including, without limitation, its manufacture, fabrication, construction, selection, purchase,
delivery,,possession, use, operation or return of the Property and the recovery of claims under insurance
policies thereon.
To the extent permitted by law, Lessee shall indemnify Lessor and its assigns and hold Lessor
and its assigns harmless against any and all claims, actions, proceedings, expenses, liabilities, damages,
costs or similar charges of whatever nature, in connection with any property or sales taxes which may be
assessed against the Property or the transactions contemplated by this Lease.
Lessee represents, warrants and covenants that throughout the term of this Lease it will not take
or permit any of its officers, employees or agents to take any action, or omit to take any action, which
would cause the tax-exempt nature of the obligations evidenced by this Lease to be contested, challenged
or denied by applicable governmental authorities. In the event any such action or omission by Lessee
results in the denial or revocation of the tax-exempt status of such obligations, Lessee shall be
responsible to Lessor or any assignee for taxes, penalties, and interest to the extent attributable to
actions or omissions of Lessee.
The indemnification arising under this Article IX shall continue in full force and effect
notwithstanding the payment of all obligations hereunder or the termination of this Agreement for whatever
reason.
ARTICLE X
ASSIGNMENT AND SUBLEASING
Section 10.9. pasignment by Lessor. This Lease, and the right of Lessor to receive payments
from Lessee hereunder, may assigned and reassigned in whole or in part to one or more assignees or
subassignees (INCLUDING HOLDERS OF CERTIFICATES OF PARTICIPATION, PAYING AGENTS OR
TRUSTEES) by Lessor at any time subsequent to its execution, without the necessity of obtaining the
consent of Lessee, unless such consent is required by law; provided, however, that no such assignment
or reassignment shall be effective unless and until Lessee shall have received notice of the assignment or
reassignment disclosing the name and address of the assignee or subassignee. Upon receipt of notice of
assignment, Lessee agrees to reflect in a book entry the assignee designated in such notice of
assignment, and to make all payments to the assignee designated in the notice of assignment,
notwithstanding any claim, defense, set-off or counterclaim whatsoever (whether arising from a breach of
this Agreement or otherwise) that Lessee may from time to time have against Lessor, or the assignee.
Lessee agrees to execute all documents, including notices of assignment, which may be reasonably
requested by Lessor or its assignee to protect their interests in the Property and in this Agreement. Upon
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assignment by the Lessor, Lessee shall make payments only to assignee or a designated agent of
assignee. Leasee expressly acknowledges and consents to the Issuance by the Lessor of
Certificates of Participation In this Lease.
Section 10.2.No aale. Assignment or Subleming by�Le . THIS LEASE AND THE INTEREST
OF LESSEE IN THE PROPERTY MAY NOT BE SOLD, ASSIGNED, SUBLEASED OR ENCUMBERED
BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD BY LESSOR AND SHALL BE SUBJECT TO ASSUMPTION BY THE
NEW ASSIGNEE OR SUBLESSEE OF LESSEE OF ALL TERMS OF THIS LEASE, AND COMPLIANCE
WITH THE TERMS THEREOF. ANY SUBLEASE SHALL BE SUBORDINATE TO THIS LEASE AND
SHALL NOT AFFECT ANY OBLIGATIONS OF LESSEE HEREUNDER, AND LESSEE SHALL EXECUTE
AND FILE SUCH EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY LESSOR.
ARTICLE XI
OPTION TO PREPAY
On the Due Date for any Lease Payment, Lessee shall have the option to prepay the remaining
Lease Payments as set forth on Exhibit C by paying the Purchase Option Payoff Amount due for that
Date.
Such option will be exercised by written notice delivered to the corporate offices of the Lessor
thirty (30) days prior to the Due Date on which Lessee intends to exercise its purchase option, but failure
to provide such notice shill not disqualify exercise of the option. Upon payment of the Purchase Option
Payoff Amount and any Lease Payments due on that Due Date, and upon satisfaction of Lessor that
Lessee is not on such date in default pursuant to any term of this Lease, Lessor shall deliver to Lessee a
full release of Lessor's right,title or interest in and to the Property, in such form as reasonably specified by
Lessee.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of pefautf. An event of default ("Event of Default") under the Lease means
the occurrence of any one or more the following events:
(a) Lessee falls to make any Lease Payment (or any other payment) as it becomes due in
accordance with the terms of this Lease, and any such failure continues for ten (10) days after the
Lessee's receipt of Lessors written notice of such default;
(b) Lessee fails to perform or observe any other material covenant, condition, or agreement to be
performed or observed by it hereunder or under the Lease and such failure is not cured within thirty (30)
days after written notice by Lessor;
(c) The discovery by Lessor that any material statement, representation or warranty made by
Lessee in the Lease or in writing ever delivered by Lessee pursuant to or in connection with the Lease is
false, misleading, or erroneous In any material respect;or
(d) Lessee becomes insolvent or admits in writing its Inability to pay its debts as they mature or
applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian for the
Lessee or a substantial part of its Property; or In the absence of such application, consents or
acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its Property
and is not discharged within thirty (30) days; or any bankruptcy reorganization, debt arrangement,
moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation
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proceedings, is instituted by or against Lessee and, If instituted against Lessee, is consented to or
acquiesced in by Lessee or is not dismissed within thirty(30)days.
Section 12.2 Remgdles. Upon the occurrence of an Event of Default under Section 12.1 of the
Lease and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or
more of the following remedies; provided, however, that in the exercise of any remedy Lessor may not
oust Lessee from possession or in any way interfere with Lessee"s use or quiet enjoyment of the Property:
(a)By written notice to Lessee, collect each Lease Payment as it becomes due and enforce such
other provisions of the Lease required to be kept or performed by Lessee;
(b)Assert any rights to enforce payment pursuant to the pledge of gross revenues of the Airport
Enterprise Fund, in accordance with Section 4.2(c).
(c)Exercise any other remedy or right available under Cal€fomia law, so long as not inconsistent
with this agreement.
The Lessee shall remain liable and keep and perform all covenants and conditions herein contained to be
kept by the Lessee and, if the Property are not re-let, to pay the full amount of each Lease Payment to the
end of the term of this Agreement, or, in the event that the Property are re-let, to pay any deficiency that
results therefrom; and further agrees to pay each Lease Payment or rent deficiency punctually at the
same time and in the same mariner as hereinabove provided for the payment of rent hereunder (without
acceleration) and regardless of whether Lessor may have received In any previous or future periods
payments in excess of the Lease Payments hereunder. The Lessee waives any and all claims for
damages caused or which may be caused by the Lessor in re-entering and taking possession of the
Property,which the Lessor may seek to obtain as a remedy,as well as all claims for damages which may
result from the destruction of or injury to the Property and all claims for damages to or loss of any property
belonging to the Lessee, or any other person, that may may be in or upon the Property. The Lessor
waives the right to terminate this Agreement on account of default by the Lessee and the Lessor and
Lessee acknowledge the primary remedy of the Lessor is to enforce the collection of each Lease Payment
as it becomes due.
ARTICLE Xlll
TAX COVENANTS AND EXPECTATIONS
Section 13.1. Tax�Coma tgts. Lessee covenants that it will not take or permit any of its officers,
employees or agents to take any action with respect to the Lease or the Property as described in Exhibit B
(including allowing such Property to be used In any private business use),which would cause the Lease to
be classified as a "private activity bond" or an "arbitrage bond" or "federally guaranteed" within the
meanings of Sections 141, 148 and 149 respectively of the Internal Revenue Code of 1936, as amended
or superseded (the "Code"), and any regulations from time to time adapted thereunder or which would
cause the interest portion of the Lease Payments to become includable in gross income under the Code.
In addition, the Lessee hereby represents that it is a governmental unit with general taxing powers and
that all of the net proceeds of the Lease are to be used for Property that will be used for local
governmental activities of the Lessee. The Lessee further covenants that it will comply with the
information reporting requirements of Section 149(e) of the Cade, including filing of Form 8038-G or
8038-GC with respect to the Lease. Lessee further covenants that it will take all actions within Its authority
to insure that the Lease Payments hereunder remain excludable from gross income under the Code.
Section 132. .•K9oclat gns_ Lessee represents,warrants and covenants as follows with regard to
the Lease,to its best information,knowledge and belief:
(a)Lessee has completed the acquisition and construction of the Property.
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(b) No lease payment account has been or will be established with respect to the Lease. Lease
Payments wilt be paid directly to the Lesser or its assignee.
(c) No reserve fund or similar fund has been or will be established by Lessee with respect to the
Lease.
(d) Lessee has not established and does not expect to establish any sinking fund from which
Lease Payments under the Lease will be paid or any fundfor which there is reasonable assurance that
amounts therein will be available to pay such Lease Payments if Lessee encounters financial difficulties.
(a) Lessee has neither received notice that its certification may not be relied upon with respect to
its obligations, nor been advised that any adverse action by the Commissioner of internal Revenue is
contemplated with respect thereto.
ARTICLE XIV
DELIVERY OF RELATED DOCUMENTS
Lessee will execute or provide, as required by Lessor,the following documents and information
satisfactory to Lessor:
(a)Documents evidencing acceptance and delivery;
(b)Certificate of Essential Use regarding Property;
(c)(NIA);
(d)Certificates of insurance or certificates that the Lessee is self insured under its funded self-
insurance program, as is acceptable to Lessor;
(e)Invoicing instructions;
(f)Current financial statements and copies of budget showing appropriations;
(g)Certificate of incumbency;
(h)Board Order of Lessee approving this Lease;
(I)Acknowledgement and Consent to Assignment;and
{j)Other documents as reasonably requested by Lessor.
ARTICLE XV
9
DEFEASANCE
Discharge gif Lease Qbl€=Wns.
(a) If the lessee shall pay or cause to be paid or there shall otherwise be paid to the
Lessor all the interest and principal as evidenced by and under this Agreement and the redemption
premiums, if any,thereon at the times and in the manner stipulated herein,then the Lessor shall cease to be
entitled to the pledge of and charge and lien upon the revenues as provided herein. All agreements,
covenants and other obligations of the Lessee to the Lessor hereunder shall thereupon cease,terminate and
become void and be discharged and satisfied (with the exception of those agreements, covenants and
obligations which survive termination or expiration of this Agreement). The Lessor or its assignee shall also
execute'and deliver to the Lessee all such instruments as may be necessary or desirable to evidence such
discharge and satisfaction, and the Lessor or its assignee shall pay over or deliver to the Lessee all money or
securities held by it pursuant hereto which are not required for the payment of the interest and principal and
prepayment premiums,if any,required by this Agreement.
(b) Any and all obligations of the Lessee to Lessor under this Agreement shall prior to
the final Due Date or prepayment date be deemed to have been paid within the meaning of subsection (a)of
this section if all the following conditions are satisfied:
(1)in case this Agreement is to be prepaid on any date prior to the final Due Date, the Lessee shall
have given to the Lessor or its assignee In farm satisfactory to it irrevocable notice in accordance with the
terms of Article X€hereof,and
(2)there shall have been deposited with the Lessor or its assignee either (A)money or
(B)Permitted Investments of the type described in clause (1) or clause (2) of the definition of Permitted
Investments below and which are not subject to redemption prior to maturity except by the holder thereof
(including any such Permitted investments issued or held in book-entry form on the books of the Department
of the Treasury of the United States of America)or tax-exempt securities rated AAA or its equivalent by a
nationally recognized rating agency, Including Standard & Poor's Ratings Group and Moody's Investors
Service if each is thea rating this Agreement, in an amount set forth In the paragraph Immediately below.
The amount required for any defeasance shall be an amount of money, together with any interest
earnings thereon,or in the case of Permitted Investments an amount of Investments the principal and interest
thereon which when paid (together with any monies deposited or Interest earnings obtained therefrom) will
provide an amount of money, sufficient In either case In the opinion of an Independent certified public
accountant (or pursuant to a certification of the Treasurer of the Lessee)to pay when due(i)the interest to
become due to the Lessor on or prior to the final due date or prepayment date, as the case may be, (di)the
principal due to the Lessor on such final due date or prepayment date and (III)any prepayment premiums or
similar charges due to Lessor under this Agreement.
The term"Permitted Investments"means any of the following,if and to the extent each is permissible
for investment of funds of the County, as stated in its current investment policy and pursuant to applicable
laws:
(1) United States Treasury notes, bonds, bills, or certificates of indebtedness, or
obligations for which the falth and credit of the United States of America are pledged for the payment
of principal and interest(including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States of America and if they become legal investments
under the laws of the State of California for moneys held under this Agreement, securities which
represent an undivided interest in such direct obligations), or any securities now or hereafter
authorized by law and by Lessee, both the principal of and Interest on which is guaranteed fully and
directly by the full faith and credit of the United States of America;
10
(2) Bonds or debentures of the Federal Home Loan Bank 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,or
(3) Demand deposits, time certificates of deposit or negotiable certificates of deposit
issued by a state or nationally chartered bank or trust company, or a state or national savings and loan
association, provided that each such certificate of deposit shall be (i)continuously and fully insured by the
Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or(1€)issued
by any hank or trust company organized under the laws of any state of the United States, or any national
banking association, having a combined capitol and surplus of at least$500,000,000,whose non-guaranteed
senior debt is rated 'W'or better or its equivalent by Standard & Poor's Ratings Group or Moody's Investor
Service and such certificates shall have maturities of six months or less.
ARTICLE XVI
MISCELLANEOUS
Section 16.1. Notices. Except where another form of notice is specifically authorized in a section
of this Lease, all notices to be given under this Lease shall be made in writing and mailed by certified mail,
return receipt requested, to Buchanan Field and Byron Airports, County of Contra Costa, 550 Sally Ride
Drive, Concord, California, 94520-5550; (925) 646-5722, fax: (925)646-5731, or at such address as the
party may provide in writing from time to time. Notices to Lessor shall be addressed to it at Lessor's
address: Transocean Funding, Inc., Suite 107, 111 Anza Blvd., Burlingame CA 94010; (650)342-2266 or
fax (650) 342-9719 or at such other address as Lessor or Lessor's assignee may provide in writing from
time to time.Any such notice shall be deemed to have been received five(5)days subsequent to mailing.
Section 16.2. Sigetion a inas. All section headings contained herein are for convenience of
reference only and are not intended to define or limit the scope of any provisions of this Lease.
Section 16.3.Governing Law.This lease shall be governed by, and construed in accordance with,
the laws of the State of California.
Section 16.4. Inventory: Registration. Lessee shall maintain a detailed inventory of each item of
Property,which inventory shall identify the item as being leased from Lessor pursuant to this Lease.
SECTION 16.5. AMENDMENTa; MODIFICATIONS: _LESSEE WALVERS. ALL AMENDMENTS
OR MODIFICATIONS OF THE TERMS OF THIS LEASE MUST BE AGREED TO IN WRITING IN
ADVANCE BY LESSEE AND LESSOR OR ITS ASSIGNEE; PROVIDED, HOWEVER, THAT NO
AMENDMENT OF THIS LEASE SHALL OPERATE TO REDUCE OR DELAY ANY LEASE PAYMENTS
TO BE MADE HEREUNDER WITHOUT CONSENT OF LESSOR AND ITS ASSIGNEE, IF ANY, AT THE
TIME OF SUCH AMENDMENT.THE PARTIES DO NOT INTEND THAT ARTICLE 2A TO THE UNIFORM
COMMERCIAL CODE APPLY TO THIS LEASE; PROVIDED THAT IF ARTICLE 2A APPLIES AND TO
THE EXTENT PERMITTED BY LAW, LESSEE WAIVES ALL RIGHTS AND REMEDIES CONFERRED
BY SECTIONS 2A508 THROUGH 2A-522 OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE
(CODIFIED AS COMMERCIAL CODE SECTIONS 10508 THROUGH 10522 IN CALIFORNIA).
Lessee's initials: �
11
Section 16.6. Entire Agreements Waiver. This Lease and the other attachments, documents or
instruments executed by Lessee and Lessor in connection herewith, including Exhibits A through J
(incorporated by reference herein),constitute the entire agreement between the parties with respect to the
Property.There is no understanding or agreement,oral or written,which is not set forth herein. The waiver
by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver
of any subsequent breach thereof.
Section 16.7. Executton in Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 16.8. SevIlrabilitClaus . in the event any provision, phrase or term of this Agreement
shall be deemed unenforceable, such unenforceability shall not affect any of the other terms hereof and
this Agreement shall be construed thereafter as including all provisions hereof except the provision or term
held unenforceable.
Section 16.9. S12i2glal Board Action. Lessor and Lessee agree that the Board Order of Lessee
identified on Exhibit H hereto is incorporated by reference herein as if fully set forth herein and shall apply
to this Lease and to Lessor.
(Balance of page left intentionally blank.)
12
IN WITNESS WHEREOF, the Lessor has caused this Agreement to be executed in its name by its duly
authorized officer, and the Lessee has caused this Agreement to be executed in Its name by its duly
authorized officer,as of the date first hereinabove set forth.
TRANSOCEAN FUNDING, INC.
By:
Josl�jla G.Coope man, President
CONTRA COSTA COUNTY, ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRGN
AIRPORT,INSTRUMENTALITIES OF CONTRA
COSTA COUNTY,CALIFORNIA
Maurice Sh ,D`' for of Public Works
RECOMMENDED FOR SIGNATURE:
CONTRA COSTA COUNTY
cfflm< A&
Carol Chen, Lease Manager
CONTRA COSTA COUNTY,ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT,
INSTRUMENTALITIES OF CONTRA COSTA COUNTY,
CALIFORNIA
Keith R. Freitas,Acting Director of Airports
Approve to
i By.
inda ilco
13
05,/07/2003 16: 33 6503497695 DAILEYJC00PERMAN PAGE 02
IN WITNESS WHEREOF, the Lessor has caused this Agreement to be executed In Its nerve by Its duty
authorized officer, and the Lessee has caused this Agreement to be executed In Its name by its duty
authorized ofi1w, as of the date first hereinabove set forth.
TRANSOCEAN FUNDING, INC.
By: Q��"Z
.los a G. Coope an, President
CONTRA COSTA COUNTY, ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRON
AIRPORT, INSTRUMENTALITIES OF
CONTRA COSTA COUNTY, CALIFORNIA
By:
Maurice Shlu, Director of Public Works
RECOMMENDED FOR SIGNATURE:
CONTRA COSTA COUNTY
Carol Chan, Leede Manager
CONTRA COSTA COUNTY, ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT,
INSTRUMENTALITIES OF CONTRA COSTA COUNTY,
CALIFORNIA
Keith R. Freltss,Acting Qlrector of Airports
Approved as to Form.
By:
Linda Wilcox
Deputy County Counsel
13
Deputy County Counsel
14
EXHIBIT A TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6,2003
The following list of Exhibits is made a part of this Lease.
Exhibit B Schedule of Real and Personal Property
Exhibit C Payment Schedule
Exhibit 0 Certificate of Acceptance
Exhibit E Opinion of Lessee's Counsel
Exhibit F Certificate of Essential Use
Exhibit G Proof of Insurance
Exhibit H Board Order
Attachment Notice of Assignment
Attachment Certificate of Incumbency
15
.............
EXHIBIT B TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COS'T'A,CALIFORNIA
DATED AS OF MAY 6,2003
S NZD n.F OF REAL AM P -. QNAL.PROPERTY
ITS. L1Qsc ption of Real and Personal P A tr
1. 10%Local Share for Phases I and II for Byron Airport
2. Site preparation for Byron Hangars
3. Septic system and wells for water supply for Byron
4. CalTrans land at Buchanan Airport;guide signage;electrical service improvements
5. Restrooms for Byron Administration Building
6. Fire sprinkler system for Byron Administration Building
7. Parking area adjacent to Byron Administration Building
8. Aircraft parking apron and taxiway at Buchanan Airport;taxiway lighting
9. Quick Response Aircraft Fire Fighting vehicle;security fencing and gates;taxiway
rehabilitation
10. Taxiway lighting for Taxiway"A";land in clear zone at Buchanan Airport
11. 1,500 gal.water,500 lb.dry chem ARFF vehicle;partial signage on taxiways;taxiway
"H";airport drainage;airport beacon
12. Helicopter operations/parking area,including lighting,marking and fencing;
underground storm drainage system for Runways IL,32R and Taxiway".1"
13. Runway 32L reconstruction;run-up ramps for Runways 19L and 1R
14. Real Property for Byron Airport as described in Exhibit B-I hereto
15. Completion of Phase I construction activities at Byron
16. 28 T-hangers located at Byron Field
Amortization on Items 1-15 to be completed on 5/1/08;amortization on Item 16 to be completed on 5/1110. See
Exhibit C. Estimated value of the Property as of May 6,2003,is$1,942,534.76.
16
Cot.Ttr� costa C=*y Exhibit B-1
horn to:
C=&y
PWAic W=lw D%=tment
Real qty Division
255 Glacier Drive
Martinez, CA 94553
Attentions VMw H. Frost
Airport - FAA - AIP. #3-06-008-02
Portion of Assessor's Fareel No. 1-011-011
.Title Co. Order No. 150290
tBANT L
For value Reived, FRANK W. CALLA., an uinmarried man, as to an undivided one-
half interest, and NIOIUM C�J7:`Z�, a married woman, as tri an undivided +ane-half
interest, 'c!�s UC'3u1Y1ts in Wit,
GRANT to
C TFA Oc A CXX3N' y, a political subdivision of the State of California,
the following described real property in the unincorporated area of the County of
Contra Costa, State of California,
F3R. DEGCRIPrION SEE MMBIT "A" ATTACHED HEFUM AND MADE A PARISOF.
Date
Frank W. Caldera
Norene Gutierrez
AT AM APPF"RTATIS
. ... ... ......................................................................................................................................................................................................................................
....... ............. ...-_..._.. . ......... .._........ ._.._.... ._........ _...._._................. ....._..... ........... ......... .........
Aixport
Caldera & Gutlerrez
EMMIT "All
A portion of that parcel of land described in deed to Frank W. Caldera. and
Norene GLTti.erreZ recorded July 26; 1982 in Book 10866 at page 14 of Of±ipi:al
Records of Contra Cost. County, Califon-aa, lying in the East 1/2 of 'the
Northeast 1/4 of Section 22, Tcaumship 1 South, Range 3 East Mount Diablo
Meridian:, described as follows
Cmmr encing at a point on the east line of said Section 22, 880 feet south of
the northeast corner of said. Section 22, said point of carr¢Dmxxajent being at
the southeast corner of the parcel of land described in the deed man Andrew
A. Johnson to Ernest Webster, dated April 6, 1885 and reCorded.April 6, 1885
in Volume 47 of Odds, at page 153; thence frau said point of ,
south along the east lane of Section 22, 880 feet to the north line of the
Parcel of land described in the deed. fxom Ardrew A. Johnson to Richard.
Wilkes, dated April 6, 1885 and recorded April. 6, 1885 in Volume 47 Deeds,
at page 155; thence west along said north Eine, 555 feet to the westerly
line of the Byron--Bethany Irrigation Company right of way described as
Fri in the b-Lstrment recorded August 3, 1915 in Bonk 243 of Dads at
page 378, records of Contra costa County and the Point of Bec
_jinning of the
following described parcel of land; thence from said Print of Beginning
along said north line (47 D 155) west 765 feet; tljery.,:e north 880 feet to the
south laze of said Webster paw (47 D 153) theme east along said line
765 feet to the westerly right of way line of the said Byron Bethny
IrrrigatiOn CaTpany (243 D 378) ; thence along said line south 88o feet to the
said north line of the Wilkes parcel (47 D 155) , the Paint of Beginning.
JN;clw
ex.Byron
May 10, 1588
Record at the req.ues, of:
Contra Costa County
Pat)= to:
Camra Cita County
Public Warks D parlment
Real. Property Division
255 Glacier Drive
Martinez, CA 94553
Attention: R. Furst
Contra. pasta 0=—ty Byron Airport --007008•-0 6
Portion of Assessor's Pard No. 1-031 .014
Title Co. Order No. 150295
GPANT EEED
For Value Received, JOSEPHINE SOUZA, as to a life estate, IIUIS B. SC7UZA, as to
an undivided 1/2 interest; ANIS P IT COSTA; as to an undivided 1/2 interest,
GRANT to
C)DNTRA COSTA OMM, a political subdivision of the State of California,
the following described real property in the unincorporated area of the County of
Contra Costa, State of California,
FUR DESCRIPTION SEE EXHIBIT "A" ATTACHM HERETO AND MADE A PART HERMF.
GRANTOR:
Date
Josephine Souza
his B. Souza
Ann Pruett Costa
............................................................................................................................................................... ............
.......................................................................
EXHIBIT "A" '
ESCROW NUMBER: 150295
Page 1
DESCRIPTION:
All that real property situated in the un-incorporated area, County of Contra
Costa, State of California, described as follows:
The southwest 1/4 of Section 23, Township I South, Range ,3 East, Mount Diablo
Base and Meridian.
Excepting Therefrom:
1. Rights reserved in the deed from Kate Dillon Winship, recorded December 16,
1911, book 175, Deeds, page 161, as follows:
"All oil, petroleum, asphaltum, gas or any other mineral substance existing on
said premises, whether discovered or undiscovered, together with the right for
herself, her successors or assigns, or her agents for the period of twenty (20)
years from the date to enter upon said premises, and prospect for and or deve-
lop said oil, petroleum, asphaltum, gas or other mineral substances, and to
convey same over and from said premises, including all necessary rights of way
and other easements for wagon roads, pipe, telephone or telegraph lines, sites
for rigs, shops, power houses, employee dwellings, tanks or any and all struc-
tures necessary for the full development and marketing of said oil, petroleum,
asphaltum, gas or other mineral substances, either in crude or refined form".
"The party of the first part shall have the right to bore for and develop and
use sufficient water for said oil operations."
2. That parcel of land described in the deed to Contra Costa County, recorded
July 5, 1912 in Volume 181 of Deeds, at page 560 , as follows:
"Beginning at the 1/4 section corner between Sections 22 and 23, T. 1 8. , R. 3
E. , M.D.M. , said point is in the center of County Road established June 11, 1872
in the petition of the R. H. Wight, et al, for a public road in Contra Costa
County; thence running N. 89* 40' E. 74.15 chains to station in westerly line of
County Road established Feb. 21, 1887, in the petition of J. Amos, et al, for
public road; thence running along the westerly line of said County Road S. 36
3/4* E. 63 links to station in said road being 50 feet South and at right angles
from the first described line; thence S. 89' 40' W. 74.52 chains to station in
County Road, in line between Sections 22 and 23 aforesaid; thence N. 1/4' W. 50
feet into place of beginning, containing an area of 5.57 acres of land".
3. The triangular shaped parcel of land distributed to Bertha A. Hansen by
decree of distribution of the Estate of Ida Helena Bruns , dated August 21 , 1933
(local court, Case No. 7988), a certified copy of which decree was recorded
August 21 , 1.933 in Volume 344 of Official Records, at page 273, described as
follows:
(Legal Description Continued)
.....................................................
ESCROW NUMBER: 150295
Page 2
(Legal Description Continued)
"Commencing at a point in the easterly boundary line of the southwest one
quarter (*) of Section 23, Township i South, Range 3 East, M. D. B. & M. 33.94
feet northerly from the southeast corner of said quarter section; thence along ,
the said easterly boundary line of said quarter section south to the corner
thereof; thence at right angles and along the southerly boundary line of said
southwest quarter of Section 23, Township 1 South, Range 3 East, M. D. B. & M.
33.94 feet to a point; thence northerly to the point of beginning.
AP NO: 001-031-014
Recorded at the request if:
Oontra Crista County
Asturn to:
Omtra Costa C=fLy
Public Works Dart .nt
Peal Pxexty Division
255 Glacier Drive
Marti, CA 94553
Attention: Roger Frost
Byrom Airport - FAA,/AIP 3-06-0108-02
Assessor's Pam No. 001-031-016
Title Co. Order No. 150296
GRANT
For Value Received, woRD WILLIAM Ste, Trustee of the Schlies Family Trust,
GRAN`I`S to
Caqm1 COSTA C( ftm, a political subdivision of the State of California,
the following described real property in the unincorporated area of the County of
Contra Costa, State of California,
The northeast 1/4 of Section 26, Township 1 South, Range 3 East, Mount Diablo
Base and Meridian.
EXCEPTING 7HEFdU'RCM: That portion thereof described in the deed to State of
California, recorded April 14, 19674, Book 4595, Official Records, page 305.
Edward William Schlies, Trustee
Date "'" .•--� � f
&bit"t,
ESCROW NUMBER: 150405
Page 1
DESCRIPTION:
All that real property situated in the un-incorporated area, County of Contra
Costa, State of California, described as follows:
PARCEL ONE
The West 1/2 of Section 22, Township 1 South, Range 3 East, Mount Diablo Base
and Meridian.
EXCEPTING FROM PARCEL ONE:
1- That portion thereof described in the deed to Contra Costa County, recorded
August 4, 1896, Book 73, Deeds, page 156.
2- That portion thereof'described in the deed to Contra Costa County, recorded
August 4, 1896, Book 73, Deeds, page 158.
3- That portion thereof described in the deed to Elizabeth Ann Morgan, et vir,
recorded May 14, 1954, Book 2316, Official Records, page 544.
4- That portion thereof described in the deed to John J. Maggi, et ux, recorded
January 28, 1965, Book 4793, Official Records, page 234.
5- Mineral rights reserved in the deed from Olive C. Armstrong to River
Purchasing and Holding Co. , Inc. , a corporation, recorded April 25, 1980, Book
9830, Official Records, page 70, as follows:
Fifty percent (50X) of all oil, gas, casinghead gas, asphaltum and other hydros--
carbon and all chemical gas now or hereafter found, situated or located in all
or any portion of the lands described herein lying more than five hundred feet
(5£30` ) below the surface .thereof, together with the right to slant drill for and
remove all or any of said fifty percent (50X) of all oil, gas, casinghead gas,
asphaltum and other hydrocarbons and chemical gas lying below a depth of more
than five hundred feet (500' ) below the surface thereof, but without any right
whatsoever to enter upon the surface of said lands or upon any portion thereof
within five hundred feet (500' ) vertical distance below the surface thereof.
PARCEL TWO
Portion of the Northwest 1/4 of Section 22, Township 1 South, Range 3 East,
Mount Diablo Base and Meridian, described as follows:
(Legal Description Continued)
t r
ESCROW NUMBER: 150405
Page .2
(Legal Description Continued)
Beginning at a point on the west line of the northwest 1/4 of Section 22, ",
Township 1 South, Range 3 East, Mount Diablo Base and Meridian, distant the"neon
North 575 feet from the southwest corner of said northwest 1/4; thence running,.
North along the west line of the northwest 1/4 of said Section 22, 2066.30 feet',,,
to the north line of said Section 22; thence along said north line .of said
Section 22, North 89° 48' 40" East 2654.80 feet to the northeast corner of said
northwest 1/4 of said Section 22; thence along the east line of said northwest
1/4 of said Section 22; South 0° 08' East 2075.06 feet, and thence West 2659.62
feet to the west line of said northwest 1/4 of said Section 22 and point of
beginning.
EXCEPTING FROM PARCEL TWO;
1-- That portion thereof described in the deed to Contra Costa County recorded
August 4, 1896, in Book 73 of Deeds, page 154.
2-- Any portion thereof lying within the parcel of land adjudged and decreed in
favor of Contra Costa County by decree quieting title, filed July 26, 1940, a
certified copy of which was recorded July 26, 1940, in Book 554 of Official
Records, page 149.
3- Rights reserved in the deed from Oliver C. Armstrong, recorded January 28,
1965, Book 4793, Official Records, page 234, as follows:
"EXCEPTINGG HOWEVER AND RESERVING to the grantor her heirs and assigns, an undi-
vided 1/2 of her right, title and interest in and to all of the oil, gas and
other minerals and mineral rights , whether metallic or non--metallic, in and
under the lands herein described, with the perpetual right of ingress and egress
to and from said lines for the purpose of drilling, exploring and mining and in
every way operating for such minerals and removing the same."
4- Rights reserved in the deed from John J. Maggi, et ux, recorded June 4,
1979, in Book 9381 , Official Records, at page 219, as follows:
"EXCEPTING HOWEVER AND RESERVING to the grantor, John J. Maggie and Emily B.
Maggi , his wife, their heirs and assigns , the other undivided 1/2 interest of
all rights , titles and interests in and to all of the oil, gas and other
minerals and mineral rights , whether metallic or non-metallic, in and under the
lands herein described, with the perpetual right of ingress and egress to and
from said lines for the purpose of drilling, exploring and mining and in every
way operation: for such minerals and removing the same. "
AP NO: 001-011-015
001-011--016
EXHIBIT C TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA, CALIFORNIA
DATED AS OF
MAY 6,2003
PAYMENT SCHEDULE
Principal Amount
$1,942,534.76
Purchase
Option.Payoff
Payment nt No. Due DaW Payment Arnount Intem Principal Amours
1 11/01/03 38,916.52 38,916.52
2 05101/04 376,218.23 38,916.52 ;$337,301.72 $1,637,337.60
3 11/01/04 32,171.22 32,171.22
4 05/01/05 383,112.95 32,171.22 350,941.74 1,279,377.10
5 11101105 25,153.02 25,153.02
6 05/01/06 390,130.21 25,153.02 364,977.20 907,100.39
7 11/01/06 17,854.09 17,854.09
8 05/01/07 397,277.84 17,854.09 379,423.75 514,989.26
9 11/01/07 10,265.31 10,266.31
10 05/01108 404,563.97 10,266.31 394,297.66 116,748.62
11 11/01/08 2,381.21 2,381.21
12 05/01/09 59,306.10 2,381.21 56,924.89 59,254.49
13 11/01/09 1,208.56 1,208.56
14 05101/10 59,876.37 1,208.56 58,667.81 1.00
TOTALS: 2,198,436.59 255,901.83 1,942,534.76
This Exhibit is effective as of May 1,2003.
AGREED:
Maurice Sliiu,—P6&c Warks Director
17
EXHIBIT D TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
May 6,2003
CERTIFICA-TE aFP, CEPfiANCE
1,the undersigned, hereby certify that I am the duly qualified Public Works Director of the County
of Contra Costa, Califorrila ("Lessee"); and, with respect to the Lease and Lease-Back Agreement
dated as of May 6, 2003 (the "Agreement"), by and between Lessee and Transocean Funding, Inc. (the
"Lessor"), that:
1. The property set forth on Exhibit B to this Agreement has been accepted and received by
Lessee.
2. Lessee has appropriated and/or taken other lawful actions necessary to provide monies
sufficient to pay all Lease Payments on the Property required to be paid under the Agreement during the
current fiscal year of Lessee, and such monies will be applied In payment of all Lease Payments due and
payable during such current fiscal year. subject to the terms of the Agreement, Lessee will budget for,
request, appropriate,provide and otherwise obtain and make available sufficient monies to pay all Lease
Payments required to be paid under the Agreement during the Lease Term (as that phrase is defined in
the Agreement), and such monies will be applied in payment of such Lease Payments.
3. Lessee Is exempt from all property taxes, and is subject to sales or uses taxes with respect to
any purchase of the Property.
4. During the Lease Term, the Property will be used by Lessee to perform only the essential
governmental>functions specified in the Agreement.
5.The Lease Payments for the Property under this Agreement and during the Lease Term do not
exceed the fair rental value for the Property.
Effective as of: May 6,2003
LESSEE: COUNTY OF CONT C STA,CALIFORNIA
Maurice tMQ,tfubIlc Works Director
18
4 r
EXHIBIT E TO LEASE AND LEASE-BACK AGREEMENT
OPINION OF COUNSEL
ON COUNSEL'S LETTERHEAD
May_, 2003
Transocean Funding, Inc.
111 Anza Blvd.,Suite 107
Burlingame, CA 94010
ORIX Public Finance LLC
2600 Grand Boulevard,Suite 380
Kansas City,MO 64108
OPINION: May 6,2003, Lease and Lease-Back Agreement between Transocean
Funding, Inc.and the County of Contra Costa,California
Gentlemen:
Iam a deputy county counsel for the County of Contra Costa, California (the"County") and have
acted as such in connection with the County's entry as lessee Into the May 6, 2003, Lease and Lease-
Back Agreement("Agreernenr)with Transocean Funding, Inc.
I have examined the Agreement and such other documents and matters of law as I have deemed
necessary in connection with the Agreement.
Based upon the examination of these and other documents,under existing law, it is my opinion
that:
1. The County is a political subdivision, duly organized,existing and operating under the
constitution and laves of the State of California.
2. The County is authorized and has the power under State law to enter into, and carry out
its obligations under,the Agreement.
3. This Agreement has been duly authorized, approved and executed by the County in
accordance with the Brown Act,and constitutes a legal and binding agreement of the County enforceable
in accordance with its terms and'under state law,except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors'rights generally or by the availability of equitable remedies.
4. To the best of my knowledge,no action,suit, proceeding,inquiry or investigation, at law
or in equity,before any court, regulatory agency,public board or body is pending or threatened in any way
affecting the existence of the County, or in any way contesting or affecting any action of the County
contemplated by the Agreement or in any way contesting the powers of the County with respect to the
Agreement, nor to my knowledge is there any basis therefore.
19
5. 1 am not aware of any contract or agreement to which the County is a party that would
invalidate or preclude the consummation of the transaction contemplated in the Agreement.
Notwithstanding anything to the contrary herein:
(a) This opinion is based on the existing laws of the Stats of California as of this date. We
expressly decline to render any opinion as to any laws or regulations of other states or jurisdictions
(including federal law and regulations)as they may pertain to the Agreement,or any transactions
contemplated thereby,or with respect to the effect of noncompliance under any such taws or regulations
of any other jurisdictions.
(b) This opinion is furnished to you and is solely for your benefit. it may not be relied upon by
any other person or entity however organized.
(c) This opinion may only be used in connection with the transactions contemplated under
the Agreement.
(d) This opinion is given as of this date,and we expressly decline any undertaking to advise
you of any matters arising subsequent to the date hereof that would cause us to amend any portion of the
foregoing in whole or in part.
(e) The opinions set forth herein are subject to applicable limitations of bankruptcy or
equitable principles affecting the enforcement of creditor's rights. The enforcement of the Agreement is
subject to the effect of the general principles of equity, including,without limitation,concepts of materiality,
reasonableness, good faith or fair dealing,and the possibility of the unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the
exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against entities
in the State of California.
Very truly yours,
Silvan B. Marchesi
County Counsel
By: Linda Wilcox
Deputy County Counsel
20
OFFICE OF THE COUNTY COUNSEL 6? AL SILVANO B.MARCHESi
_ : [3
COUNTY OF CONTRA COSTA �,;� � _' ,� COUNTY COUNSEL
Administration Building +.
651 Fine Street, 91h Floor *,� ,« SHARON L. ANDERSON
CHreF ASSISTANT
Martinez, California 84553-1229 r
r
i
GREGORY C.HARVEY
(925) 335-1800 VALERIE I. RANCHE
(825) 646-1078 (fax) 11 `, r` ASSISTANTS
May 8, 2003
Transocean Funding, Inc. Hanson,Bridgett,Marcus,Vlahos & Rudy LLP
111 Anza Blvd., Suite 147 333 Market Street, 23rd Floor
Burlingame, CA 94014 San Francisco, CA 94145-2173
ORIX Public Finance LLC
2604 Grand Boulevard, Suite 380
Kansas City, MO 641.08
OPINION: May 6, 2003, Lease and Lease-Back Agreement between Transocean
Funding, Inc. and the County of Contra Costa, California
Gentlemen:
I am a deputy county counsel for the County of Contra Costa, California (the "County")
and have acted as such in connection with the County's entry as lessee into the May 6, 2003,
Lease and Lease-Back Agreement("Agreement')with Transocean Funding,Inc.
I have examined the Agreement and such other documents and matters of law as I have
deemednecessary in connection with the Agreement.
Based upon the examination of these and other documents, under existing law, it is my
opinion that:
1. The County is a political subdivision, duly organized, existing and operating
under the constitution and laws of the State of California.
2. The County is authorized and has the power under State law to enter into, and
carry out its obligations under,the Agreement.
3. This Agreement has been duly authorized, approved and executed by the County
in accordance with the Brown Act, and constitutes a legal and binding agreement of the County
enforceable in accordance with its terms and under state law, except as enforcement thereof may
be limited by applicable bankruptcy, insolvency, reorganization,moratorium or similar laws
relating to or limiting creditors' rights generally or by the availability of equitable remedies.
4. To the best of my knowledge,no action, suit,proceeding, inquiry or investigation,
at law or in equity, before any court,regulatory agency, public board or body is pending or
threatened in any way affecting the existence of the County,or in any way contesting or
Transocean Funding,Inc.
ORIX Public Finance LLC
Hanson, Bridgett, Marcus, Vlahos& Rudy LLP
May 8, 2003
Page 2'
affecting any action of the County contemplated by the Agreement or in any way contesting the
powers of the County with respect to the Agreement,nor to my knowledge is there any basis
therefore.
S. I am not aware of any contract or agreement to which the County is a party that
would invalidate or preclude the consummation of the transaction contemplated in the
Agreement.
(Notwithstanding anything to the contrary herein:
(a) This opinion is based on the existing laws of the State of California as of this
date. We expressly decline to render any opinion as to any laws or regulations of other states or
jurisdictions(including federal law and regulations)as they may pertain to the Agreement, or
any transactions contemplated thereby,or with respect to the effect of noncompliance under any
such laws or regulations of any other jurisdictions.
(b) This opinion is furnished to you and is solely for your benefit. It may not be
relied upon by any other person or entity however organized.
(c) This opinion may only be used in connection with the transactions contemplated
under the Agreement.
(d) This opinion is given as of this date, and we expressly decline any undertaking to
advise you of any matters arising subsequent to the date hereof that would cause us to amend any
portion of the foregoing in whole or in part.
(e) The opinions set forth herein are subject to applicable limitations of bankruptcy
or equitable principles affecting the enforcement of creditor's rights. The enforcement of the
Agreement is subject to the effect of the general principles of equity, including,without
limitation,concepts of materiality,reasonableness, good faith or fair dealing, and the possibility
of the unavailability of specific performance or injunctive relief,regardless of whether
considered in a proceeding in equity or at law, and to the exercise of judicial discretion in
appropriate cases and to the limitations on legal remedies against entities in the State of
California.
Very truly yours,
Silt' o B. March
Co y unl
B in ll t x
ep County Counsel
EXHIBIT F TO LEASE.AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6,2003
CERT.IFI AAE OF ESSENTIAL USE
The undersigned, as Public Works Director, of the County of Contra Costa, California (the
"Lessee"), hereby certifies that the 'Property described in the Lease and Lease-Back Agreement with
Transocean Funding, Inc. {the "Lessor"}dated as of May 6, 2003 (the "Agreement") are essential to the
functions of the Lessee or to the services the Lessee provides its citizens.
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 fallowing governmental purposes.
. County Airport Facilities
This Exhibit relates to Exhibit B to the Lease.
COUNTY OF CONTRA COSTA, CALIFORNIA,as Lessee
By; d .
Maurice Id' ubilc Works Director
21
EXHIBIT G TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA, CALIFORNIA
DATED AS OF
MAY 8,2003
CERTIFICATE BE.GAR12ING SE INSURMCi..E
1, Ron Harvey, Risk Manager for Contra Costa County, certify that the County has been self-
insured for all liability risks, including medical malpractice and workers' compensation arising from its
operations, owned property, equipment, leased property and equipment, since 1978. The County's self-
insurance program. provides for legal defense of officials and employees pursuant to Government Code
Section 825 and payment of all sums which it Is obligated to pay by reason of liability unposed by law and
arising from their acts or failure to act, excepting exemplary or punitive damages. This protection covers
services performed by officers or employees within the scope of their official duties in accordance with the
conditons of their employment or services. With respect to workers' compensation benefits, the County
provides workers' compensation benefits to all of its employees as required by California compensation
law. The self-insurance program is prefunded by the County through reserves to provide funds for
payment of claims.
CONTRA COSTA COUNTY
Ron Harvey
Risk Manager
22
l'I.11J-Z:./.lJll J.i�YVi.u�aa viaarJuaa,t'aa i#.�V►11�'V i1.L'tcaJa.✓raA14,p L+A X-2L4d1Y .fVli\rl%. ..
t# TO:s BOARD OF SUPERVISORS AGREEMENT C o n t ra
• � C
r s*
FROM: MAURICE M. SHIU,PUBLIC WORKS DIRECTOR - Costa
DATE: MAY 6, 2003
40 County C.-O
SUBJECT: CONTRA COSTA COUNTY AIRPORTS—AIRPORT FINANCING
SPECIFIC REQUEST(s)OR RECOMMENDATIONS)&BACKGROUND AND Ns'rIFTCAnol+i
I. .Recommended Action:
APPROVE a Lease/Lease-Back Agreement in the amount of$1,942,534 financed by the Airport Enterprise
Fund over a seven year period with Transocean Funding,Inc,and related documents,to replace an existing
lease and agreement and a Caltrans agreement for improvements to the Buchanan Field and Byron Airports.
AUTHORIZE the County Administrator, or his designee, to SIGN, on behalf of the County, an updated
Guarantee Certificate,guaranteeing lease payments should the Airport Enterprise Fund be unable to meet its
obligations.
AUTHORIZE the Public Works Director, or his designee, to EXECUTE, on behalf of the County, all
necessary documents to complete the transaction,and to make anyminor,non-substantial changes as maybe
appropriate to finalize language of the agreement.
Continued on Attachrment:,X SIGNATURE:
—"MCOMMENDATION OF COUNTY ADMINISTRATOR
,,,,-„RECOMMENDATION OF BOARD COMMITTEE
_,A.-PROVE OTHER
SIGNATURUS
ACTION OF BOO ON MAY 06) 2003 APPROVED AS RECOMMENDED x
OTHER
VOTE OF SUPERVISORS
xx 'UNANIMOUS(ABSENT NONE ) I hereby certify that this is a true and correct copy of an action
AYES: NOES: taken and entered on the minutes of the Board of Supervisors on
ABSENT: ABSTAIN: the date shown.
KF:df District III Seat Vacant
C:1lMy Docunxntslwrnl Files1BO\2003%6-6 Refinance 2001doc ATTESTED: MAY 06, 2003
Oris.Div:Pubic works(Airport) JOHN SWEETEN,Clerk of the Board of Supervisors and County
Contact: (Keith Freitas,646-5722) Administrator
c: CountyAdministratrr
Laura Lockwood,CAO
Auditor/Controner
Public Warp Director By Deputy
Public Works Accounting
Federal Aviation Adrninistratim 23
Transocean Funding Josh Cooperrmn
SUBJECT. CONTRA COSTA COUNTY AIRPORTS--AIRPORT FINANCING
DATE: MAY 6,2003
PAGE. 2
IL Fiscal lmnat t:
1. The County's entry into the new Lease/Lease-Back Agreement,and payoffoftwo other agreements,will
reduce the interest rate to 4.12%from 5.75%and 6.06%n. This will also provide the Airport Enterprise
Fund with additional operating funds to complete various capital improvement projects. The Airport
Enterprise Fund will.finance approximately$1,942,534 over a 7-year period. This new agreement will
include a payoff of an existing Caltrans agreement in the amount of$371,531, $25,003 for the cast of
funding services,and the remaining$1,546,000 balance of the existing Transocean Lease/Lease-Back
Agreement. There is no fiscal impact to the County's General Fund.
M. Reasons for Recom ndations and Backl round:
Over the years,the County's Airports has received millions of dollars in grants from the Federal Aviation
Administration(FAA)to construct the Byron Airport and to complete various other Airport Improvements at
the Buchanan Field Airport. The.FAA grants provided 90%of the total cost of improvements,Caltrans
typically will fund 4.5%, and the County Airports were required to fond the remaining 5.5%.
In 1994, the County, again on behalf of the Airports, entered into two financial agreements 1) to raise
additional funds necessary for the completion of improvements to the Byron Airport that were not otherwise
eligible for FAA nor Caltrans grant funding,and 2)to pay off the outstanding Caltrans agreements that were
at relatively high interest rates. These agreements were in the form of a Lease/Lease-Back Agreement and a
License and Lease-Purchase Agreement. The agreements provided for semi-annual interest-only payments
up to May 1, 1999,and semi-annual principal and interest payments through May 1,2002. The principal of
the two agreements totaled$3.495 million.
In 1997,the Board authorized the County on behalf of the Airports to enter into a new Lease/Lease-Bads
Agreement in the amount of$3.646 million in order to tape advantage of lower interest rates at the time and
to spread the payments over a longer period oftme,which more accuratelymatch,ed the anticipated Airport
revenues with debt payments up to May 1, 2005. The 1997 Lease/Leaseback Agreement replaced the two
1994 financial agreements.
Staff recommends approval of the new agreement for the following reasons.
1. The County's interest costs will be reduced.
2. Under the current funding agreement,the Airport Enterprise Fund has two remaining principal payments due
May 1, 2004 and May 1, 2005. The two final principal payments are$730,000 and$816,000. This new
agreement will include paying off$371,531 of an existing Caltrans agreement, $.25,003 for the cost of
funding services and the$1,546,000 remaining balance. These total approximately$1,942,534.
3. The additional disposable capital funds will allow the Airport Enterprise Fund to pay off early two existing
Caltrans agreements,which have scheduled final payment dates in 2010 and 2015.
TV. Consequences of Negative Action:
The new Lease/Lease-Back Agreement will not be approved and anticipated savings will:not occur.
INCUMBENCY CERTIFICATE
1,Gina Martin, do hereby certify that I am the Chief Clark of the Board of Supervisors of CONTRA
COSTACOUNTY, that I have custody of the records of such entity,and that,as of the date hereof, the
individual named below is the duty elected or appointed officer of such entity holding the office set forth
opposite his or her name. I further certify that(t)the signature set opposite his name and title is his or her
true and authentic signature and(ti)such officer has the authority on behalf of such entity to enter into that
certain Lease and Lease-Back Agreement dated as of May 6,2003, between such entity and Transocean
Funding,Inc. ("Lessor")and(III)the authority is provided by a Board Carder of the Board of the Lessee or
an internal policy of the Lessee.
PRINTE NAM TTITL•E SIGNATURE
Maurice'Shiu Public Works Director
IN WITNESS WHEREOF, I have duty executed this Certificate as of the sixth day of May,2003.
Gina Martin
24
INCUMBENCY CERTIFICATE
1,Gina Martin,do hereby certify that I am the Chief Clerk of the Board of Supervisors of CONTRA
COSTA COUNTY,that I have custody of the records of such entity,and that,as of the date hereof,the
individual named below is the duly elected or appointed officer of such entity holding the office set forth
opposite his or her name. I further certify that(i)the signature set opposite his name and title is his or her
true and authentic signature and (li)such officer has the authority on behalf of such entity to enter into that
certain Lease and Lease-Bach Agreement dated as of May 6,2003,between such entity and Transocean
Funding, Inc. ("Lessor")and (III)the authority is provided by a Board Order of the Board of the Lessee or
an internal policy of the Lessee.
PRINTED NAME BILE
Patricia McNamee Deputy Public Works director
IN WITNESS WHEREOF, I have duly executed this Certificate as of the sixth day of May, 2003.
Gina Martin
25
NOTICE OF ASSIGNMENT
TRANSOCEAN FUNDING, INC. ("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 Lease and Lease-Back Agreement dated as of May 6, 2003 (the
"Agreement"), by and between Lessor and Lessee; and (b) all payments respecting the Property now or
hereafter due or payable pursuant to the Agreement, including (but not limited to) Lease Payments and
purchase option payments, to ORIX PUBLIC FINANCE LLC (the "Assignee"), 2600 Grand Boulevard,
Suite 380, Kansas City, MO 64108 (Tax I.D.: 43-1926447). All payments should be sent to the Assignee
at the following address:
Far: Regular First Class Mail
ORIX Public Finance LLC
P.O. Box 1679
Pittsburgh, PA 15230-1679
Farr Overnight Mail Delivery
ORIX Public Finance LLC
7 Parkway Center, Suite 802
Pittsburgh, PA 15220
Attn: Cindy Choinicki/Accts. Receivable
412-922-9736
For:Wire Tr n�sfers
Motion Bank, Pittsburgh, PA
ABA 043 000 251, FBO
ORIX Public Finance LLC
Acct.078-8504
All communications should be sent to the Kansas City address.
Lessee confirms that the fourteen lease payments due according to the schedule set forth on
Exhibit C to the Agreement remain as of the date set forth below, and that no event of default (or event
which with the passage of time or giving of notice or bath would mature into an event of default) has
occurred or is continuing under the Lease, and that there exists no defense, counterclaim, recoupment or
similar occurrence which would cause the Lessee not to make the remaining payments due under the
Agreement.
Dated as of the 9th day of May,2003.
TRANSOCEAN FUNDING, INC.,
as Lessor/Assignor
< ° n
' n
By:
`Joshua G.C operman, Pr sident
ACKNOWLEDGED AND ACCEPTED.
26
05%0712003 10: 33 6503467685 DAILE` /COOPERMAN PAGE 03
NOTICE OF ASSIGNMENT
TRANSOCEAN FUNDING, INC. ('Lessor/Assignor) hereby gives notice to CONTRA COSTA
COUNTY (*Lessee*), that Lessor has sold, assigned and transferred all of Lessor's right.,two and interest
in, to and under (a) that certain Lease and Lease-Back Agreement dated as of May S. 20103 (the
OAgroernerrn, by and between Lessor and Lessee; ,and (b) all payments respecting the Properly now or
hereafter due or payable pursuant to the Agreement. including (but not limited to) Lease Payments and
purchase option payments, to ORIX PUBLIC FINANCE LLC (the 'Assignee"), 266 Grand Boulevard.
Suite 380, Kansas City, MO 84108 (Taut I.O.: 43-1926447). All payments should be sent to the Assignee
at the follo Ang address:
for 8acaat#atf,BM Class Mali
ORIX Public Finance LLC
P.O. Box 1876
Pittsburgh, PA 15230.1679
For. Qvarrtirah!Mull 0811yer'y
ORIX Public Finance LLC
7 Parkway Cerner, Suite 882
Pittsburgh, PA 15220
Attn: Cindy ChoWcWAccts. Receivable
412-922-9736
For Wire Transfers
Millon Bank. Pittsburgh, PA
ABA 043 0000 261, 1=80
ORIX Public Finance LLC
Acct.076.8504
All communications should be sent to the Kansas City address.
Lessee confirms that the fourteen lease payments due according to the schedulo set forth on
Exhibit C to the Agreement remain aS of the date set forth below, and that no event of default (or event
which with the passage of time or giving of notice or both would mature Into an event of default) has
occumodor is continuing under the Leasee, and that there exists no defense, counterclaim, rsooupment or
similar occurrence which would cause the Lessee not to make the remaining payments due under the
Agreement.
Dated as of the 9th day of May, 2003,
TRANSOCEAN iKINNNO, INC,,
as LaonorrtAssignor
By.
Joshua G.Coopenvan, Pr*sldont
AGKNC l.,EWED AND ACCEPTED,
CONTRA'COSTA COUNTY,
25
CONTRA COSTA COUNTY,
as Lessee
w
By: Cl'
Maurice S ,Pubii+c Works Director
ORIX PU=Assl
N LLC,,
art e
t
(winxroroVusns=buck refl Ise 02)
27
_.. ..... . ......... ......... ......... ......... ......... ......... .-
. _ ........ ............_.._.......... ........... .........._ .......... ............. ._...._.._.. _........ ................
'"A4' 09 2003 11:21 FR CRIX PUBLIC FINANCE e16 472 9121 TO 919256455731 P.03/03
MAY 08 2003 13:42 FR Mix PUBLIC PfNJPNcE 816 472 9121 TO DAUID ROEDER P.03/04
eomyitA C `A liOUNry,
sit Lsefa+o
ey:
tr Itr ftpfld W*fk$Dir"lcr
oROC PUii1LI+C AN L1C.
nw
lay,
r�., ..�� a�► David G. Roeder
Senior Vice President
mmy 8' 2aw 38y02 925 646+$722
MR" OE 2003 14:25 PAGE.01
** TOTAL. PPOE.03
CERTIFICATE OF CONTRA COSTA COUNTY
1, Scott Tandy, Chief Assistant County Administrative Officer of Contra Costa County, do hereby certify
and covenant that:
(i) If the gross revenues deposited in the Airport Enterprise Fund are projected for any year to be
less than 125% of the Lease Payments due in such fiscal year as defined under that certain Lease and
Lease-Back Agreement dated as of May 6, 2003(the"Lease")between Transocean Funding, Inc. and the
County of Contra Costa plus the costs of operation and maintenance in such fiscal year, the governing
body of Contra Costa County will appropriate funds to pay such costs of operation and maintenance from
any other moneys available to it. The agreements and covenants on the part of the Lessee contained in
this Certificate shall be deemed to be and shall be construed to be duties improsed by law, and it shall be
the duty of each and every public official of the County to take such actions and do such things as are
required by law in the performance of the official duties of such officials to enable the County to carry out
and perform the agreements and covenants required to be carried out and performed by it contained in
this Certificate.
(ii)Except to the extent of proceeds of insurance, if any,as may be required pursuant to Article VII
of the Lease, during any period in which there is substantial interference with the Lessee's use and
occupancy of any portion of the Property as defined in the Lease (other than by condemnation (which is
provided for in Section 6.2 thereof), amounts due from the County pursuant to this Certificate shall be
abated proportionately, and the Lessee waives the benefits of California Civil Code Sections 1932(2) and
1932(4) and of Title 11 of the United States Code, Section 365(h) and any and all rights to terminate the
Lease by virtue of any interference, and the Lease shall continue in full force and effect. The amount of
abatement of any amounts due under this Certificate shall be in the proportion in which the initial cost of
that portion of the property rendered unusable bears to the entire cost of the Property. Such abatement
shall continue for the period commencing with such substantial interference and ending with the
substantial restoration of the property comprising the Property.
This Certificate relates solely to the Lease and the Property financed thereunder for the Airport Enterprise
Fund.
Dated as of the sixth day of May, 2003.
COUNTY OF CONTRA COSTA
By:
Scott Tandy
Chief Assistant County Administ ive Officer
28
ry
LAECUTED
a
LEASE AND LEASE43ACK AGREEMENT
dated as of May 6,2003
between
TRANSOCEAN FUNDING, INC.
and
THE COUNTY OF CONTRA COSTA,
CALIFORNIA
CONTRA COSTA COUNTY(-COUNTY' OR"LESSEE"),ACTING ON BEHALF OF BUCHANAN
FIELD AIRPORT AND BYRON AIRPORT, INSTRUMENTALITIES OF CONTRA COSTA COUNTY,AND
TRANSOCEAN FUNDING, INC.,A NEVADA CORPORATION("LESSOR" OR"ISSUER'OR
"TRANSOCEAN")AGREE AS FOLLOWS:
AUTHORITY
Contra Costa County enters this agreement as of May 6,2003 (the"Agreement")under authority of
(inter alis)Government Code Sections 25536(a)+(c),25524, 50470, 50474, and 50478.
ARTICLE I
LEASE OF PROPERTY TO TRANSOCEAN
Section 1.1 .ease of Pros to Transocean. in consideration of $1 per year and in further
consideration of Transocean's pay-off of the full balance of County's existing obligations to the Lessor
under the agreement listed in(1)below and to the State of California,Transportation Department under the
agreement listed in (ii) below, and their respective heirs, successors and assigns, under (€) that certain
Lease and Lease-Back Agreement dated as of June 1, 1997, between Transocean Funding, Inc. and the
County (acting on behalf of Buchanan Field Airport and Byron Airport), and (Ii) that certain California
Airport Loan Agreement No. CC-5-94-L-5 dated May 22, 1995, between the State of California,
Transportation Department and the County, County hereby leases to Transocean as lessor under this
Lease and pursuant to the terms hereto, for the lease term as set forth in Section 4.1, the property
described on Exhibit B hereto(the"Property").
Section 1.2 Use of the Prop.Transocean shall hold a leasehold interest in the Property during
the term of this Agreement, but Transocean's sole purpose for holding such Interest shall be to lease-back
the Property to County under the terms and conditions of Articles 11 through XV herein. County will retain
fee simple title to the Property and shall have sole discretion over the use of the Property, but agrees that
the Property will be used solely for lawful public airport purposes. Transocean agrees that it will take no
action that will in any way interfere with County's quiet enjoyment of the Property. To the extent not
already transferred to County pursuant to the terms of this Agreement, on the eleventh anniversary of the
signing of this Agreement all such right, title and Interest as Transocean may then retain in the Property
will transfer to County.
Section 1.3 Sslrity interest. Transocean will have no security interest in the Property.
Transocesn's leasehold interest in the Property may not be pledged or assigned by Transocean or its
successors or assigns as security for any obligation.
Section 1.4 QpInIon of Qounly Counsel. County will deliver an opinion of counsel substantially in
the form attached as Exhibit E hereto, including representations to the effect (I) that County is a political
subdivision,duly organized and validly existing under the laws of the State of California and has full power
and authority to execute and deliver this Agreement, to enter into the transactions contemplated by this
Agreement and to carry out Its obligations hereunder, (€i)that this Agreement constitutes a legal, valid and
binding agreement enforceable against County in accordance with its terms, (III)that Counsel is not aware
of any contract or agreement to which the County is a party that would invalidate or preclude the
consummation of the transaction contemplated herein.
Section 1.5 Manufacturers' Contractor's and/or Vendor's Warrant€es. County will retain all rights
under any warranties it may have as to the Property from any manufacturer, contractor, installer or
vendor. At County's expense, Transocean shall take any and all action that may be appropriate as the
holder of'a leasehold interest should County seek to enforce any warranties against a manufacturer,
constractor, installer or vendor of the Property.
2
Section 1.6 CouW Rep= to ons. County believes that it has, and will have, sufficient funds in
the Airport Enterprise Fund to pay all amounts due hereunder, and County represents that the Property is
necessary and essential to enable the County to operate, maintain, and provide governmental services.
County',further believes that the Lease Payments during the Lease Term (as such temps are defined
below) are equivalent to, and do not exceed, fair rental value of the Property for a lease of such Property
by County.
ARTICLE 11
LEASE-BACK BY COUNTY
Section 2.1 Lease. Transocean (Lessor) hereby leases the Property to County (Lessee) and
County hereby leases the Property from Transocean (the "Lease" or "Lease-back" or "County Lease"),
upon the terms and conditions set forth in Articles I€through XV of this Agreement.
Section 2.2 PoliMslon and En_irsyment. Lessor hereby covenants to provide Lessee during the
term of this Lease with the quiet use and enjoyment of the Property, and Lessee shall during the term of
the Lease peaceably and quietly have and hold and enjoy the Property, without suit or hindrance from
Lessor, except as expressly set forth In this Lease. Lessor will, at the request of Lessee and at Lessee's
sole cost,join in any legal action in Which Lessee asserts Its right to such possession and enjoyment to
the extent Lessor lawfully may do so.
Section 2.3 Lir_. Access to E! . Lessee agrees that Lessor shall have the right at all
reasonable times to examine and inspect the Property.
ARTICLE III
WARRANTIES
Section 3.1 Disclaimer of Lessges Warranties to Lessee. NEITHER LESSOR NOR ANY
ASSIGNEE OF LESSOR MAKES ANY WARRANTIES WITH RESPECT TO THE PROPERTY, EITHER
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS THE SAME. NETHER LESSOR NOR
ANY ASSIGNEE OF LESSOR SHALL HAVE ANY LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR
DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY THE PROPERTY, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR
DEFECT',THEREIN, BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH ARISING IN
STRICT LIABILITY, OR OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS
LEASE AND EXPRESSLY DISCLAIM THE SAME. The obligation of Lessee to pay the Lease Payments,
as specified in Section 4.2 below, and to perform and
observe the other covenants and agreements contained herein, shall be absolute and unconditional in all
respects and shall not be abated, impaired, set off or reduced for any reason, Including without limitation,
any claims of Lessee with respect to the condition, quality, workmanship, delivery, shipment, installation,
construction, fabrication,defects or other matters involving the Property.
ARTICLE IV
TERM OF LEASE; LEASE PAYMENTS
Section 4.1 Lease-Tem. Unless terminated earlier under this Agreement, the term of this Lease
("Lease Term") shall commence by execution of this Agreement by both parties and extend through the
last payment Due Date set forth on Exhibit C or through such date on which the Principal Balance may be
paid off.
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Section 4.2 Lease Payments
(a) Lessee agrees to pay to Lessor the Payment Amounts set forth In Exhibit C ("Lease
Payments")on the due Dates specified in Exhibit C,for and In consideration for the right of possession of,
and continued quiet use and enjoyment of, the Property during each payment period. Said Lease
Payments shall be payable without notice or demand at the office of the Lessor (or such other place as
Lessor may from time to time designate in writing) on the 15th day of the month preceding the payment
dates set forth in Exhibit C. Any notice, invoicing, purchase orders,quotation or other forms or procedures
required by Lessee as a condition precedent to payment shall be fully explained and provided to Lessor or
its assignee sufficiently In advance of payment due date for the completion thereof by Lessor or Its
assignee prior to such payment date. Lease Payments shall be paid absolutely and unconditionally in all
events and without assertion of any right to any set-off,defense or counterclaim.
(b) As provided under applicable law, the Lease Payments, or any other amounts that may
become due hereunder,shall be payable from and be a first charge on the gross revenues of the Lessee's
Airport Enterprise Fund. Lessee may, but shall not be required to, advance money derived from any
source ether than such gross revenues and any other source specifically identified herein for the payment
of the Lease Payments, but such other funds or property of Lessee shall not be liable for the payment of
the Lease Payments.
(c) As security for Its obligations hereunder, Lessee hereby pledges the gross revenues of the
Airport Enterprise Fund for each fiscal year during the Lease Term to the extent of 125% of the Lease
Payments due for such year. Any assignee of the Lessor shall be entitled to collect and receive such
gross revenues as will cover Lessee's Lease Payment obligations for the year, and such revenues
collected or received by Lessee shall be deemed to be held and to have been collected and received by
Lessee on behalf of Lessor or its assigns and shall forthwith be paid by Lessee to Lessor or its assigns.
Lessee shall not further encumber amounts subject to the pledge as provided in this paragraph.
(d) Lessee hereby covenants that it will maintain and operate the Property for which revenues are
received into the Airport Enterprise Fund for the term of this Lease and will establish, maintain, revise
when necessary and coiled such charges as may be appropriate for the service, use, and occupancy of
such Property. Lessee further covenants that, along with ether Rands appropriated by the governing body
of Contra Costa County from time to time, such charges will provide adequately for the operation and
maintenance of such airport facilities.
ARTICLE V
USE; REPAIRS;ALTERATION
Section 5.1 Usilo S=aIrs. Lessee shall use the Property In a careful mariner and shall comply with
all laws,ordinances and regulations relating to, and shall pay all costs,claims,damages,fees and
charges arising out of, the Lease and the Property. Lessee,at Its expense, shall keep the Property in good
repair and furnish all parts,mechanisms and devices required therefor.
ARTICLE VI
LOSS; IRREPARABLE DAMAGE, EMINENT DOMAIN
Section 6.1 Risk of Logs. Lessee shall bear the entire risk of loss or damage to the Property from
any cause whatsoever, and no such loss or damage to or condemnation of the Property nor defect therein
nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or
any other obligation under the Lease. The risk of loss and damage that the Lessee agrees to assume
4
under this Section shall be insured against under Article VII below respecting insurance. In the event of
damage to any item of Property, Lessee shall Immediately replace or repair the same, with or without the
proceeds of insurance. To the extent it is not feasible to repair or replace said damaged Property, the
value of the damaged Property shall be determined by Lessee and Lesser and, with or without using the
proceeds of insurance,Lessee shall pay to Lessor the amount of the closest$5000 Increment below said
value;Lessor shall then:
1)subtract such amount, less any unpaid interest accrued since the last due Date and any other
payments then due and unpaid, from the Principal Balance owing on the Payment Schedule at that time,
and
2) recalculate a new Payment Schedule for the new Principal Balance over the remaining Lease
Term, in the same manner and with the same interest rate as used to calculate the Payment Schedule of
Exhibit C,effective May 1,2003,and
3)refund to County the excess of the balance over the closest$5000 increment.
County thereafter will make such lower payments as will retire the new Principal Balance over the
remaining Lease Terre.
Section 6.2 Eminent Domain. If all of the Property(or portions thereof such that the remainder is
not usable for public purposes by the County)shall be taken under the power of eminent domain or shall
be condemned such that the County shall not be able to utilize or obtain the benefits of such Property, the
term hereof shall cease as of the day that possession shall be so taken. if less than all Property shall be
taken under the power of eminent domain or condemnation and the remainder Is usable: for public
purposes by the County at the time of such taking, then this Agreement shall continue In full force and
effect as to such remainder, and the parties waive the benefits of any law to the contrary. In event of a
partial tatting, there shall also be a partial abatement of the Lease Payments due hereunder in an amount
equivalent to that portion of the Lease Payments hereunder which the fair market value of the portion
taken bears to the fair market value of the Property as a whole. So long as any of the principal
components of the Lease Payments remain unpaid, any award made in eminent domain or through
condemnation proceedings for the taking of the Property or any portion thereof shall be applied to the
prepayment at par of the principal components of the Lease Payments as provided herein and any
remaining balance of any such award shall be applied to any other obligations due Lessor from the County
herein, and to the extent of any surplus following such application of such payment or provision therefor,
shall be paid to the County.
ARTICLE Vii
INSURANCE
At its sole expense, Lessee shall, during the term of this Lease, insure all Property under this
Lease against casualty occurrences, Including the perils of fire, lightning, windstorm, hall, explosion,
aircraft, vehicles, smoke, riot, civil commotion, strikes, locked-out workmen or theft, burglary and water
damage in an amount equal to the higher of total acquisition cost at the time or the cost of replacement of
all Property and shall insure public liability and property damage insurance sufficient to protect Lessor
from liability in all events. As used herein, ,insure" shall mean and include such self insurance as Lessee
shall desire.
ARTICLE Vill
LIENS AND TAXES
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Lessee shall keep the Property free and clear of all levies and encumbrances, except those
createdby this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal)
including, but not limited to sales, use, excise and property taxes and penalties and interest which may
now or thereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of
the Property,excluding, however,all taxes on or measured by Lessor's net taxable income. If Lessee fails
to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay
said charges and taxes, In the event the Lessor has paid such charges or taxes, Lessee shall pay
immediately to Lessor the amount advanced upon behalf of the Lessee.
ARTICLE IX
INDEMNIFICATION
To the extent permitted by law, Lessee shall indemnify Lessor and its assigns against'and hold
Lessor and its assigns harmless from any and all claims, actions, proceedings, expenses, damages,
liabilities, costs or similar charges of whatever nature,arising out of or in connection with the Property or
this Lease, including, without limitation, Its manufacture, fabrication, construction, selection, purchase,
delivery,',possession, use, operation or return of the Property and the recovery of claims under insurance
policies thereon.
To the extent permitted by law, Lessee shall Indemnify Lessor and its assigns and hold Lessor
and its assigns harmless against any and all claims, actions, proceedings, expenses, liabilities, damages,
costs or similar charges of whatever nature, in connection with any property or sales taxes which may be
assessed against the Property or the transactions contemplated by this Lease.
Lessee represents, warrants and covenants that throughout the term of this Lease it will not take
or permit any of its officers, employees or agents to take any action, or omit to take any action, which
would cause the tax-exempt nature of the obligations evidenced by this Lease to be contested,challenged
or denied by applicable governmental authorities. In the event any such action or omission by Lessee
results in the denial or revocation of the tax-exempt status of such obligations, Lessee shall be
responsible to Lessor or any assignee for taxes, penalties, and interest to the extent attributable to
actions or omissions of Lessee.
The Indemnification arising under this Article IX shall continue in full force and effect
notwithstanding the payment of all obligations hereunder or the termination of this Agreement for whatever
reason.
ARTICLE X
ASSIGNMENT AND SUBLEASING
Section 14.1. Assignment Wes or. This Lease, and the right of Lessor to receive payments
from Lessee hereunder, may be assigned and reassigned in whole or In part to one or more assignees or
subassignees (INCLUDING HOLDERS OF CERTIFICATES OF PARTICIPATION, PAYING AGENTS OR
TRUSTEES) by Lessor at any time subsequent to Its execution, without the necessity of obtaining the
consent of Lessee, unless such consent is required by law, provided, however, that no such assignment
or reassignment shall be effective unless and until Lessee shall have received notice of the assignment or
reassignment disclosing the name and address of the assignee or subassignee. Upon receipt of notice of
assignment, Lessee agrees to reflect in a book entry the assignee designated in such notice of
assignment, and to make all payments to the assignee designated in the notice of assignment,
notwithstanding any claim, defense, set-off or counterclai
assignment by the Lessor, Lessee shall make payments only to assignee or a designated agent of
assignee. Losses expressly acknowledges and consents to the Issuance by the Lessor of
Certiflcates of Participation in this Lease.
Section 10.2. Ng Sale.Assignment or Subleasing byL easee. THIS LEASE AND THE INTEREST
OF LESSEE IN THE PROPERTY MAY NOT BE SOLD, ASSIGNED, SUBLEASED OR ENCUMBERED
BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD BY LESSOR AND SHALL BE SUBJECT TO ASSUMPTION BY THE
NEW ASSIGNEE OR SUBLESSEE OF LESSEE OF ALL TERMS OF THIS LEASE, AND COMPLIANCE
WITH THE TERMS THEREOF. ANY SUBLEASE SHALL BE SUBORDINATE TO THIS LEASE AND
SHALL NOT AFFECT ANY OBLIGATIONS OF LESSEE HEREUNDER,AND LESSEE SHALL EXECUTE
AND FILE SUCH EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY LESSOR.
ARTICLE XI
OPTION TO PREPAY
On the Due Date for any Lease Payment, Lessee shall have the option to prepay the remaining
Lease Payments as set forth on Exhibit C by paying the Purchase Option Payoff Amount due for that
Date.
Such option will be exercised by written notice delivered to the corporate offices of the Lessor
thirty (30)days prior to the Due Date on which Lessee intends to exercise Its purchase option, but failure
to provide such notice shall not disqualify exercise of the option. Upon payment of the Purchase Option
Payoff Amount and any Lease Payments due on that Due Date, and upon satisfaction of Lessor that
Lessee is not on such date in default pursuant to any term of this Lease, Lessor shaft deliver to Lessee a
full release of Lessor's right,title or interest in and to the Property, in such form as reasonably specified by
Lessee.
ARTICLE XII
EVENTS OF DEFAULT AND REMEDIES
Section 12.1. Events of Default. An event of default ("Event of Default") under the Lease means
the occurrence of any one or more the following events:
(a) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in
accordance with the terms of this Lease, and any such failure continues for ten (10) days after the
Lessee's receipt of Lessor's written notice of such default;
(b) Lessee fails to perform or observe any other material covenant, condition, or agreement to be
performed or observed by it hereunder or under the Lease and such failure is not cured within thirty (30)
days after written notice by Lessor;
(c) The discovery by Lessor that any material statement, representation or warranty made by
Lessee in the Lease or in writing ever delivered by Lessee pursuant to or in connection with the Lease is
false, misleading, or erroneous in any material respect;or
(d) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or
applies for, consents to, or acquiesces in the appointment of a trustee, receiver or custodian for the
Lessee or a substantial part of its Property; or in the absence of such application, consents or
acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its Property
and is not discharged within thirty (30) days; or any bankruptcy reorganization, debt arrangement,
moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation
7
proceedings, is instituted by or against Lessee and, if Instituted against Lessee, is consented to or
acquiesced in by Lessee or is not dismissed within thirty(30)days.
Section 12.2 Remedies. Upon the occurrence of an Event of default under Section 12.1 of the
Lease and as long as such Event of default is continuing, Lesser may, at its option, exercise any one or
more of the following remedies; provided, however, that In the exercise of any remedy Lesser may not
oust Lessee from possession or in any way interfere with Lessee's use or quiet enjoyment of the Property:
(a)By written notice to Lessee, collect each Lease Payment as it becomes due and enforce such
other provisions of the Lease required to be kept or performed by Lessee;
(b)Assert any rights to enforce payment pursuant to the pledge of gross revenues of the Airport
Enterprise Fund, in accordance with Section 4.2(c).
(c) Exercise any other remedy or right available under California law, so long as not inconsistent
with this Agreement.
The Lessee shall remain liable and keep and perform all covenants and conditions herein contained to be
kept by the Lessee and, If the Property are not re-let,to pay the full amount of each Lease Payment to the
end of the term of this Agreement, or, in the event that the Property are re-let, to pay any deficiency that
results therefrom; and further agrees to pay each Lease Payment or rent deficiency punctually at the
same time and In the same manner as hereinabove provided for the payment of rent hereunder (without
acceleration) and regardless of whether Lessor may have received in any previous or future periods
payments in excess of the Lease Payments hereunder. The Lessee waives any and all claims for
damages caused or which may be caused by the Lessor in re-entering and taking possession of the
Property,which the Lessor may seek to obtain as a remedy, as well as all claims for damages which may
result from the destruction of or Injury to the Property and all claims for damages to or loss of any property
belonging to the Lessee, or any other person, that may may be in or upon the Property. The Lesser
waives the right to terminate this Agreement on account of default by the Lessee and the Lessor and
Lessee acknowledge the primary remedy of the Lessor is to enforce the collection of each Lease Payment
as it becomes due.
ARTICLE X111
TAX COVENANTS AND EXPECTATIONS
Section 13.1. Tax Covenants, Lessee covenants that it will not take or permit any of its officers,
employees or agents to take any action with respect to the Lease or the Property as described in Exhibit B
(including allowing such Property to be used In any private business use),which would cause the Lease to
be classified as a "private activity bond" or an "arbitrage bond" or "federally guaranteed" within the
meanings of Sections 141, 148 and 149 respectively of the Internal Revenue Code of 1986,as amended
or superseded (the "Code"), and any regulations from time to time adopted thereunder or which would
cause the Interest portion of the Lease Payments to become includable In gross income under the Code.
In addition, the Lessee hereby represents that it is a governmental unit with general taxing powers and
that all of the net proceeds of the Lease are to be used for Property that will be used for local
governmental activities of the Lessee. The Lessee further covenants that it will comply with the
information reporting requirements of Section 149(e) of the Code, including filing of Form 8038-G or
8038-GC with respect to the Lease. Lessee further covenants that it will take all actions within its authority
to insure that the Lease Payments hereunder remain excludable from grass income under the Code.
Section 13.2. Exagfctations. Lessee represents, warrants and covenants as follows with regard to
the Lease,to its best information, knowledge and belief:
(aj)Lessee has completed the acquisition and construction of the Property.
8
(b) No lease payment account has been or will be established with respect to the Lease. Leese
Payments will be paid directly to the Lessor or its assignee.
(c) No reserve fund or similar fund has been or will be established by Lessee with respect to the
Lease.
(d) Lessee has not established and does not expect to establish any sinking fund from which
Lease Payments under the Lease will be paid or any fund for which there is reasonable assurance that
amounts therein will be available to pay such Lease Payments If Lessee encounters financial difficulties.
(e) Lessee has neither received notice that Its certification may not be relied upon with respect to
its obligations, nor been advised that any adverse action by the Commissioner of Internal Revenue is
contemplated with respect thereto.
ARTICLE XIV
DELIVERY OF RELATED DOCUMENTS
Lessee will execute or provide,as required by Lessor,the following documents and information
satisfactory to Lessor:
(a)Documents evidencing acceptance and delivery;
(b)Certificate of Essential Use regarding Property;
(c)(N/A);
(d)Certificates of Insurance or certificates that the Lessee Is self insured under Its funded self-
insurance program,as is acceptable to Lessor;
(e) Invoicing instructions;
(f)Current financial statements and copies of budget showing appropriations;
(g)Certificate of incumbency;
(h)Board Order of Lessee approving this Lease;
(I)Acknowledgement and Consent to Assignment;and
Q}Other documents as reasonably requested by Lessor.
ARTICLE XV
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DEFEASANCE
Dlschherge of Lem Qblt a ions.
(a) If the lessee shall pay or cause to be paid or there shall otherwise be paid to the
Lessor all the interest and principal as evidenced by and under this Agreement and the redemption
premiums, if any,thereon at the times and in the manner stipulated herein,then the Lessor shall cease to be
entitled to the pledge of and charge and lien upon the revenues as provided herein. All agreements,
covenants and other obligations of the Lessee to the Lessor hereunder shall thereupon cease,terminate and
become void and be discharged and satisfied (with the exception of those agreements, covenants and
obligations which survive termination or expiration of this Agreement). The Lessor or its assignee shall also
execute and deliver to the Lessee all such instruments as may be necessary or desirable to evidence such
discharge and satisfaction,and the Lessor or its assignee shall pay over or deliver to the lessee all money or
securities held by it pursuant hereto which are not required for the payment of the interest and principal and
prepayment premiums,if any, required by this Agreement.
(b) Any and all obligations of the Lessee to Lessor under this Agreement shall prior to
the final Due Date or prepayment date be deemed to have been paid within the meaning of subsection(a)of
this section If all the following conditions are satisfied:
(1)in case this Agreement is to be prepaid on any date prior to the final Due Date, the Lessee shall
have given to the Lessor or its assignee in farm satisfactory to it irrevocable notice in accordance with the
terms of Article XI hereof,and
(2)there shall have been deposited with the Lessor or its assignee either (A)money or
(S)Permitted investments of the type described in clause (1) or clause (2) of the definition of Permitted
Investments below and which are not subject to redemption prior to maturity except by the holder thereof
(including any such Permitted investments Issued or held In book-entry form on the books of the Department
of the Treasury of the United States of America) or tax-exempt securities rated AAA or Its equivalent by a
nationally recognized rating agency, including Standard & Pooes Ratings Group and Moody's Investors
Service if each is then rating this Agreement,In an amount set forth in the paragraph Immediately below.
The amount required for any defeasance shall be an amount of money, together with any interest
earnings thereon,or In the case of Permitted Investments an amount of Investments the principal and interest
thereon which when paid (together with any monies deposited or interest earnings obtained therefrom)will
provide an amount of money, sufficient in either case In the opinion of an independent certified public
accountant (or pursuant to a certification of the Treasurer of the Lessee)to pay when due (i)the interest to
become due to the Lesser on or prior to the final due date or prepayment date, as the case may be, (ii)the
principal due to the Lessor on such ficial due date or prepayment date and (ill)any prepayment premiums or
similar charges due to lessor under this Agreement.
The term"Permitted Investments"means any of the following,if and to the extent each is permissible
for investment of funds of the County, as stated In its current investment policy and pursuant to applicable
laws:
(1) United States Treasury notes, bonds, bills, or certificates of indebtedness, or
obligations for which the faith and credit of the United States of America are pledged for the payment
of principal and Interest(including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States of America and if they become legal investments
under the laws of the State of California for moneys held under this Agreement, securities which
represent an undivided interest in such direct obligations), or any securities now or-hereafter
authorized by law and by Lessee, both the principal of and interest on which Is guaranteed fully and
directly by the full faith and credit of the United States of America;
10
(2) Bonds or debentures of the Federal Horne Loan Bank Board established under the
Federal Home Loan Bank.Act and bonds of any federal home loan bank established under said act;
bands, 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;or
(3) Demand deposits, time certificates of deposit or negotiable certificates of deposit
issued by a state or nationally chartered bank or trust company, or a state or national savings and loan
association, provided that each such certificate of deposit shall be (1)continuously and fully insured by the
Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation or(ii)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$500,000,000,whose non-guaranteed
senior debt is rated "A"or better or its equivalent by Standard & Poor's Ratings Group or Moody's Investor
Service and such certificates shall have maturities of six months or less.
ARTICLE XVI
MISCELLANEOUS
Section 16.1. Ndces. Except where another form of notice is specifically authorized in a section
of this Lease,all notices to be given under this Lease shall be made in writing and malted by certified mail,
return receipt requested, to Buchanan Field and Byron Airports, County of Contra Costa, 560 Sally Ride
Drive, Concord, California, 94520-5550; (925)646-5722, fax: (925)646-5731, or at such address as the
party may provide in writing from time to time. Notices to Lessor shall be addressed to it at Lessor's
address: Transocean Funding, Inc,, Suite 107, 111 Anza Blvd., Burlingame CA 94010; (650) 342-2266 or
fax (650) 342-9719 or at such other address as Lessor or Lessors assignee may provide in writing from
time to time. Any such notice shall be deemed to have been received five (5)days subsequent to mailing.
Section 16.2. Section Headings. All section headings contained herein are for convenience of
reference only and are not intended to dune or limit the scope of any provisions of this Lease.
Section 16.3. Governing Law.This lease shall be governed by,and construed in accordance with,
the laws of the State of California.
Section 16.4. Inventory: Regstrati n. Lessee shall maintain a detailed inventory of each item of
Property,which inventory shall identify the item as being leased from Lessor pursuant to this Lease.
SECTION 16.5. AMENDMENTS: MODIFICATIONS: LESSEE Zt6NERS. ALL AMENDMENTS
OR MODIFICATIONS OF THE TERMS OF THIS LEASE MUST BE AGREED TO IN WRITING IN
ADVANCE BY LESSEE AND LESSOR OR ITS ASSIGNEE; PROVIDED, HOWEVER, THAT NO
AMENDMENT OF THIS LEASE SHALL OPERATE TO REDUCE OR DELAY ANY LEASE PAYMENTS
TO BE MADE HEREUNDER WITHOUT CONSENT OF LESSOR AND ITS ASSIGNEE, IF ANY, AT THE
TIME OF SUCH AMENDMENT. THE PARTIES DO NOT INTEND THAT ARTICLE 2A TO THE UNIFORM
COMMERCIAL, CODE APPLY TO THIS LEASE; PROVIDED THAT IF ARTICLE 2A APPLIES AND TO
THE EXTENT PERMITTER BY LAIN, LESSEE WANES ALL RIGHTS AND REMEDIES CONFERRED
BY SECTIONS 2A508 THROUGH 2A-522 OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE
(CODIFIED AS COMMERCIAL CODE SECTIONS 10508 THROUGH 10522 IN CALIFORNIA). .
Lessee's initials:
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.......__............_... ......... ......... ...................
_. _..... ......... ......... ......... ......... ............. ._......... ......... ......... _.._..... ......__..... .
Section 16.6. Entire Agreement: Miner. This Leese and the other attachments, documents or
instruments executed by Lessee and Lessor in connection herewith, Including Exhibits A through J
(incorporated by reference herein),constitute the entire agreement between the parties with respect to the
Property....There Is no understanding or agreement,oral or written,which is not set forth herein. The waiver
by Lessor of any breach by Lessee of any term,covenant or condition hereof shalt not operate as a waiver
of any subsequent breach thereof.
Section 16.7. ExeculWo in Counte=rts. This Lease may be executed in any number of
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 16.8. ve,MbIlIty Clause. in the event any provision, phrase or term of this Agreement
shall be deemed unenforceable, such unenforceability shall not affect any of the other terms hereof and
this Agreement shall be construed thereafter as including all provisions hereof except the provision or term
held unenforceable.
Section 16.9. S eclal Bgard Actkm. Lessor and Lessee agree that the Board Order of Lessee
identified,on Exhibit H hereto is incorporated by reference herein as If fully set forth herein and shall apply
to this Lease and to Lessor.
(Balance of page left intentionally blank.)
12
IN WITNESS WHEREOF, the Lessor has caused this Agreement to be executed in its name by its duly
authorized officer, and the Lessee has caused this Agreement to be executed in its name by its duly
authorized officer, as of the date first hereinabove set forth.
TRANSOCEAN FUNDING, INC.
By:
Jos*a G. Coop man, Presi ent
CONTRA COSTA COUNTY,ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRON
AIRPORT, INSTRUMENTALITIES OF CONTRA
COSTA COUNTY, CALIFORNIA
By.
CJ J \
pu'4.
Maurice Shx D ctor of Public Works
RECOMMENDED FOR SIGNATURE:
CONTRA COSTA COUNTY
di�er 6A&4-./
Carol Chan, Lease Manager
CONTRA COSTA COUNTY, ON BEHALF OF
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT,
INSTRUMENTALITIES OF CONTRA COSTA COUNTY,
CALIFORNIA
Keith R. Freitas, Acting Director of Airports
Approved r
By:
L' da llcox
13
Deputy County Counsel
14
EXHIBIT A TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6,2003
The following list of Exhibits is made a part of this Lease.
Exhibit B Schedule of Real and Personal Property
Exhibit C Payment Schedule
Exhibit D Certificate of Acceptance
Exhibit E Opinion of Lessee's Counsel
Exhibit F Certificate of Essential Use
Exhibit G Proof of Insurance
Exhibit H Board Order
Attachment Notice of Assignment
Attachment Certificate of Incumbency
15
EXHIBIT B TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF MAY 6,2003
SCHEDLn.E OF REAL AND ERSMAL PRdPERTY
Item No. Description of Real and Personal pray
I. 10%Local Share for Phases I and II for Byron Airport
2. Site preparation for Byron Hangars
3. Septic system and wells for water supply for Byron
4. CalTrans land at Buchanan Airport;guide signage;electrical service improvements
5. Restrooms for Byron Administration Building
6. Fire sprinkler system for Byron Administration Building
7. Parking area adjacent to Byron Administration Building
8. Aircraft parking apron and taxiway at Buchanan Airport;taxiway lighting
9. Quick Response Aircraft Fire Fighting vehicle;security fencing and gates;taxiway
rehabilitation
14. Taxiway lighting for Taxiway"A";land in clear zone at Buchanan Airport
11. 1,500 gal.water,$00 lb.dry chem ARFF vehicle;partial signage on taxiways;taxiway
"H";airport drainage;airport beacon
12. Helicopter operations/parking area,including lighting,marking and fencing;
underground storm drainage system for Runways 1L,32R and Taxiway"T'
13. Runway 32L reconstruction;run-up ramps for Runways 19L and IR
14. Real Property for Byron Airport as described in Exhibit B-1 hereto
15. Completion of Phase I construction activities at Byron
M. 28 T-hangers located at Byron Field
Amortization on Items 1-15 to be completed on 5/1/08;amortization on Item 16 to be completed on 5/1/10. See
Exhibit C. Estimated value of the Property as of May 6,2003, is$1,942,534.76.
16
Cxu*xa eta county Exhibit —1
Reft= to: C
Public Nbrks Department
R PrCp8rtY Division
255 Glacier Drive
Martinez, CK 94553
Attention.- Rogeir H. host
Bye A.i zport FAA - AIP. #3--06-WS-02
Portion of Assessor's Parcel No. 1-011-011
Title Co. Order No. 150290
C3RAI�C
Ibx' Value Pamived, FRANFC W. ChUm, an unma^ried man, as to anundivided one-
half interest, and HopnM CU'IIEM;EZ, a married woman, as to an undivided one-bal.f
interest, as tatfc ih common,
GRANT to
MMRA MMI 01"47, a political subdivision of the state of California,
the following described real property in the unincorporated area of the County of
0ontra Cwt, Stats of California,
FCR SCRIPrION SM EXHIBIT "A" A r C= H RE M AND N1AM A PART =MP.
Date
iia W. Caldera
Norene Gutierrez
A=Nal APPWP
W= Aire t
Caldera & Gtitl err z
E)a= "All
A portion of that parcel of land described in deed to k"tw* W. Caldera and
Norene Gutierrez recorded July 26; 1982 in Book 10866 at page 14 of Official
Records of Contra Costa. Coy ,nty, California, lying in the East 1f2 of 'the
Northeast 1/4 of Section 22, TcwTship 1. South, Range 3 East M:kmt Diablo
Meridian, described as follaws;
Commencing at a point on the east line of said Section 22, 880 feet sow of
the northeast corner of said. Section 22, said point of ccmencement being at
the southeast corner of the parcel of land described in the deed r== Andrew
A. Johnson to Ernest Webster, dated April 6, 1885 and re=ded.April 6, 1885
in Volume 47 of Deeds, at page 153; them frcm said point of ccmencem.nt, ,
south along the east line of Section 22, 880 feet to the north line of the
Parcel of land described in the deed frost Andrew A. Johnson to Richarl.
Wilkes, dated April 6, 1885 and recorded April 6, 1885 .in Volume 47 Deeds,
at page 155; them west along said north. line, 555 feet to the westerly
line of the Byron-Bethany Irrigation Crmspany right of Way described as
FouRM in the L-strument recorded August 3, 1915 in Book 243 of Dem at
page 378, records of Contra Costa County and the Point of Beginning of the
following described d mel of land; thence frcm said Point of Beginning
along said north line (47 D 155) west 755 feet; theme north. 880 feet to the
South line Of said Webster parcel (47 D 1.53) tbews east atic M said lire
765 feet to the westerly right of way line of the said Byron Bethany
Irrigation CoqpatV (243 D 378) ; thence along said line south 880 feet to the
said north lisle of the Wilkes parcel (47 D 155) , the Point of Begiruaing.
JN:clW
ex:Byron
May 10, 1988
Remxded at the reques, of
Contra Costa County
PAtum to:
Costa Cmty
Public 'Works Department
Real. Property Division
2.55 Glacier Drive
Mtinez, CA 94553
Attt t cn: R. Frost
ContraCosta Com 06-o08-0 g
Portion of Assessor's parcel No. 1-031-014 �
Title CO. Order No. 150295
For Value Received, JOSEPHIM SCLIZA, as to a life estate: LC7M B. SO=, as to
an undivided 1/2 interest; ANN pr&IM COSM; as to an undivided 1/2 interest,
MAM to a
OMI RA COSTA CMM, a political subdivision of the State of California,
the following described real ply in the unincorporated area of the qty of
Contra Costa, State of California,
FOR DESCRIPTIC?N SEE EXHIBIT "A" AMCIM MMM AND MADE A PART FBF.
CGRANME2:
Date
-Tosephi ne Souza
IiDU1S B. Souza'
Ann Pruett Costa
EXHIBIT "A" '
ESCROW NUMBER: 150295
Page 1
DESCRIPTION:
All that real property situated in the un-incorporated area, County of Contra
Costa, State of California, described as follows:
The southwest 1/4 of Section 23, Township l South, Range 3 East, Mount Diablo
Base and Meridian.
Excepting Therefrom:
1. Rights reserved in the deed from Kate Dillon Winship, recorded December 16,
1911, Book 175, Deeds, page 161, as follows:
"All oil, petroleum, asphaltum, gas or any other mineral substance existing on ~
said premises, whether discovered or undiscovered, together with the right for
herself, her successors or assigns, or her agents for the period of twenty (20)
years from the date to enter upon said premises, and prospect for and or deve-
lop said oil, petroleum, asphaltum, gas or ether mineral substances, and to
convey same over and from said premises , including all necessary rights of way
and other easements for wagon roads, pipe, telephone or telegraph lines, sites
for rigs, shops, power houses, employee dwellings, tanks or any and all struc-
tures necessary for the full development and marketing of said ail, petroleum,
asphaltum, gas or other mineral substances, either in crude or refined form".
"The party of the first part shall have the right to bore for and develop and
use sufficient water for said oil operations."
2. That parcel of land described in the deed to Contra Costa County, recorded
July 5, 1912 in Volume 181 of Deeds, at page 560 , as follows:
"Beginning at the 1/4 section corner between Sections 22 and 23, T. 1 8. , R. 3
E. , M.D.M. , said point is in the center of County Road established June 11., 1872
in the petition of the R. R. Wight, et al, for a public road in Contra Costa
County; thence running N. 89° 40' E. 74. 15 chains to station in westerly line of
County Road established Feb. 21 , 1887, in the petition of J. Amos, et al, for
public road, thence running along the westerly line of said County Road S. 36
3/4° E< 63 links to station in said road being 50 feet South and at right angles
from the first described line, thence S. 89° 40' W. 74.52 chains to station in
County Road, in line between Sections 22 and 23 aforesaid; thence N. 1/4° W. 50
feet into place of beginning, containing an area of 5.57 acres of land".
3. The triangular shaped parcel of land distributed to Bertha A. Hansen by
decree of distribution of the Estate of Ida Helena Bruns, dated August 21 , 1933
(local court, Case No. 7988), a certified copy of which decree was 'recorded
August 21 , 1933 in Volume, 344 of Official Records , at page 273, described as
follows:
(Legal Description Continued)
ESCROW NUMBER: 150295
Page 2
(Legal Description Continued)
"Commencing at a point in the easterly boundary line of the southwest one
quarter (�)- of Section 23, Township 1 South, Range 3 East, M. D. B. & M. 33. 94
feet northerly from the southeast corner of said quarter section; thence along ..
the said easterly boundary line of said quarter section south to the corner
thereof; thence at right angles and along the southerly boundary line of said
southwest quarter of Section 23, Township 1 South, Range 3 East, M. D. B. & M.
33.94 feet to a point; thence northerly to the point of beginning.
AP NO: 001-031-014
Recorded at the request of:
Cotitra testa O=ty
net= to:
COntra +tea C witty
Public 'worlm Department
Real Prop" Division
255 Glacier Drive
XUti1C ez, CA 94553
Attend cn: P4gw Frost .
Byron art - FAA,/AIP 3-06-008--02
-ai iiN IMIM Assessor's Par081 No. 001-031--016
Title Co. Order No. 150296
Ger
For Value Received, EmARD wilLTAM SCUIXES, Trustee of the Schlies Family Trust,
GRANTS to
CXM1'RA OCGM OMMY, a political subdivision of the State of California,
the following described real property in the unincorporated area of the County of
Contra Costa, State of California,
The northeast 1/4 of Section 26, Township 1 South, Range 3 East., Mount Diablo
Base and Meridian.
Ex�Ci THMWM : 7hat portion thereof described in the deed to State of
California, recorded April 14, 19674, Book 4595, Official Records, page 305.
1 � Wward William Schlies, Trustee
Date �`�'"--��� � �+
ESCROW NUMBER: 150405
Page 1
DESCRIPTION:
All that real property situated in the un-incorporated area, County of Contra
Costa, State of California, described as follows:
PARCEL ONE
The West 1/2 of Section 22, "Township 1 South, Range 3-East, Mount Diablo Base
and Meridian.
EXCEPTING FROM PARCEL ONE:
I- That portion thereof described in the deed to Contra Costa County, recorded
August 4, 1896, Book 73, Deeds, page 156.
2- That portion thereof*described in the deed to Contra Costa County, recorded
August 4, 1896, Book 73, Deeds, page 158.
3- That portion thereof described in the deed to Elizabeth Ann Morgan, et vir,
recorded May 14, 1954, Book 2316, Official Records, page 544.
4- That portion thereof described in the deed to John J. Maggi, et ux, recorded
January 28, 1965, Book 4793, Official Records, .page 234,
5- Mineral rights reserved in the deed from Olive C. Armstrong to River
Purchasing and Holding Co. , Inc. , a corporation, recorded April 25 , 1980, Book
9830,, Official Records, page 70, as follows:
Fifty percent (50%) of all oil , gas, casinghead gas, asphaltum and other hydro-
carbon and all chemical gas now or hereafter found, situated or located in all
or any portion of the lands described herein lying more than five hundred. feet
(500' ) below the surface thereof, together with the right to slant drill for and
remove all or any of said fifty percent (50X) of all oil, gas, casinghead gas,
asphaltum and other hydrocarbons and chemical gas lying below a depth of more
than five hundred feet (5001 ) below the surface thereof, but without any right
whatsoever to enter upon the surface of said lands or upon any portion thereof
within five hundred feet (500' ) vertical distance below the surface thereof.
PARCEL TWO
Portion of the Northwest 1/4 of Section 22, Township 1 South, Range 3 East,
Mount Diable Base and Meridian, described as follows:
(Legal Description Continued)
�Y
ESCROW NUMBER: 150405
Page .2
(Legal... Description Continued.)
Beginning at a point on the west line of the northwest 1/4 of Section 22,h`
Township 1 South, Range 3 East, Mount Diablo Base and Meridian, distant thereon.
North 575 feet from the southwest corner of said northwest 1/4; thence running,,
North along the west line of the northwest 1/4 of said Section 22, 2066.30 feet`.
to the north Line of said Section 22; thence along said north line .of said
Section 22, North 890 48" 40" East 2654.80 feet to the northeast corner of said
northwest 1/4 of said Section 22; thence along the east line of said northwest
1/4 of said Section 22; South 0° 08' East 2075.06 feet, and thence West 2659,62
feet to the west line of said northwest 1/4 of said Section 22 and point of
beginning.
EXCEPTING FROM PARCEL TWO:
1- That portion thereof described in the deed to Contra Costa County recorded
August 4, 1896, in Book 73 of Deeds, page 154.
2-- Any portion thereof lying within the parcel of land adjudged and decreed in
favor of Contra Costa County by decree quieting title, filed July 26, 1940, .a
certified copy of which was recorded July 26, 1940, in Book 554 of Official Y
Records, page 149,
3-- Rights reserved in the deed from Oliver C. Armstrong, recorded January 28,
1965 , Book 4793, Official Records, page 234, as follows:
"EXCEPTINGG HOWEVER AND RESERVING to the grantor her heirs and assigns, an undi-
vided 1/2 of her right, title and interest in and to all of the oil, gas and
other minerals and mineral rights , whether metallic or non--metallic, in and
under the lands herein described, with the perpetual right of ingress and egress
to and from said lines for the purpose of drilling, exploring and mining and in
every way operating for such minerals and removing the same."
4- Rights reserved in the deed from ,John J. Maggi, et ux, recorded June 4,
1979, in Book 9381 , Official Records; at page 219, as follows.
"EXCEPTING HOWEVER AND RESERVING tothe grantor, John J. Maggie and Emily B.
Maggi, his wife, their heirs and assigns, the other undivided 1/2 interest of
all rights , titles and interests in and to all of the oil, gas and other
minerals and mineral rights , whether metallic or non-metallic, in and under the
lands herein described , with the perpetual right of ingress and egress to and
from said lines for the purpose of drilling, exploring and mining and in every
way opEerraL-ion for such minerals and removing the same. "
AP NO: 001-011-015
0101-011-016
EXHIBIT C TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6, 2003
PAYMENT, CHED,ULE
Principal Amount
$1,942,534.76
Purchase
Payment No. Duey Date Payment QU2 Interest Principal A t�Pa�c�
#
ee
1 11/01/03 38,916.52 38,916.52
2 05/01/04 376,218.23 38,916.52 $337,301.72 $1,637,337.60
3 11/01/04 32,171.22 32,171.22
4 05/01/05 383,112.95 32,171.22 350,941.74 1,279,377.10
5 11/01/05 25,153.02 25,153.02
6 05/01106 390,130.21 25,153.02 364,977.20 907,100.39
7 11/01/06 17,854.09 17,854.09
8 05/01/07 357,277.84 17,854.09 379,423.75 514,989.26
9 11/01/07 10,266.31 10,266.31
10 05/01/08 404,563.97 10,266.31 394,297.66 116,748.62
11 11/01/08 2,381.21 2,381.21
12 05/01/09 59,306.10 2,381.21 56,924.89 59,254.49
13 11101/09 1,208.56 1,208.56
14 05101/10 59,876.37 1,208.56 58,667.81 1.00
TOTALS: 2,198,436.59 255,901.83 1,942,534.76
This Exhibit is effective as of May 1,2003.
AGREED:
Maurice sh-1-6-40ublic Works Director
17
EXHIBIT D TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA, CALIFORNIA
DATED AS OF
May 6,2003
CERT1Fl ATE OF ACCEPTANCE
1, the undersigned, hereby certify that 1 am the duly qualified Public Works Director of the County
of Contra Costa, California ("Lessee"); and, with respect to the Lease and Lease-Back Agreement
dated as of May 6, 2003 (the "Agreement"), by and between Lessee and Transocean Funding, Inc. (the
"Lessor"},that.
1. The property set forth on Exhibit B to this Agreement has been accepted and received by
Lessee.
2. Lessee has appropriated and/car taken other lawful actions necessary to provide monies
sufficient to pay all Lease Payments on the Property required to be paid under the Agreement during the
current fiscal year of Lessee, and such monies will be applied In payment of all Lease Payments due and
payable during such current fiscal year. Subject to the terms of the Agreement, Lessee will budget for,
request, appropriate, provide and otherwise obtain and make available sufficient monies to pay all Lease
Payments required to be paid under the Agreement during the Lease Term (as that phrase is defined in
the Agreement),and such monies will be applied In payment of such Lease Payments.
3. Lessee is exempt from all property taxes, and is subject to sales or uses taxes with respect to
any purchase of the Property.
4. During the Lease Term, the Property will be used by Lessee to perform only the essential
governmental functions specified in the Agreement.
5. The Lease Payments for the Property under this Agreement and during the Lease Term do not
exceed the fair rental value for the Property.
Effective as of: May 6, 2043
LESSEE: COUNTY OF CONT OSTA, CALIFORNIA
Maurice§61_uZPublic Works Director
18
EXHIBIT E TO LEASE AND LEASEBACK AGREEMENT
OPINION OF COUNSEL
ON COUNSELS LETTERHEAD
May_,2003
Transocean Funding, Inc.
111 Anza Blvd.,.Suite 407
Burlingame, CA 94010
ORIX Public Finance LLC
2600 Grand Boulevard,Suite 380
Kansas City,MO 64108
OPINION: May 6, 2003,Lease and Lease-Bach Agreement between Transocean
Funding, Inc. and the County of Contra Costa,California
Gentlemen:
I am a deputy county counsel for the County of Contra Costa, California (the "County") and have
acted as such in connection with the County's entry as lessee into the May 6, 2003, Lease and Lease-
Back Agreement("Agreement")with Transocean Funding, Inc.
I have examined the Agreement and such other documents and matters of law as I have deemed
necessary in connection with the Agreement.
Based upon the examination of these and other documents, under existing law,it is my opinion
that:
1. The County is a political subdivision,duly organized, existing and operating under the
constitution and laws of the State of California.
2. The County is authorized and has the power under State law to enter into,and carry out
its obligations under;the Agreement.
3. This Agreement has been duty authorized,approved and executed by the County in
accordance with the Brown Act,and constitutes a legal and binding agreement of the County enforceable
in accordance with its terms and under state law, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency,reorganization, moratorium or similar laws relating to or limiting
creditors'rights generally or by the availability of equitable remedies.
4. To the best of my knowledge, no action,suit, proceeding, inquiry or investigation, at law
or in equity, before any court, regulatory agency, public board or body is pending or threatened in any way
affecting the existence of the County, or in any way contesting or affecting any action of the County
contemplated by the Agreement or in any way contesting the powers of the County with respect to the
Agreement, nor to my knowledge is there any basis therefore.
19
5. 1 am not aware of any contract or agreement to which the County is a party that would
Invalidate or preclude the consummation of the transaction contemplated in the Agreement.
Notwithstanding anything to the contrary herein:
(a) This opinion is based on the existing laws of the State of California as of this date. We
expressly ded ins to render any opinion as to any laws or regulations of other states or jurisdictions
(including federal law and regulations)as they may pertain to the Agreement,or any transactions
contemplated thereby,or with respect to the effect of noncompliance under any such laws or regulations
of any other jurisdictions.
(b) This opinion is furnished to you and is solely for your benefit. It may not be relied upon by
any other person or entity however organized.
(c) This opinion may only be used in connection with the transactions contemplated under
the Agreement.
(d) This opinion is given as of this date, and we expressly decline any undertaking to advise
you of any matters arising subsequent to the date hereof that would cause us to amend any portion of the
foregoing in whole or in part.
(e) The opinions set forth herein are subject to applicable limitations of bankruptcy or
equitable principles affecting the enforcement of creditor's rights. The enforcement of the Agreement is
subject to the effect of the general principles of equity,including,without limitation, concepts of materiality,
reasonableness,good faith or fair dealing,and the possibility of the unavailability of specific performance
or injunctive relief,regardless of whether considered In a proceeding In equity or at law,and to the
exercise of judicial discretion In appropriate cases and to the limitations on legal remedies against entities
in the State of California.
Very truly yours,
Sllvano B.Marches!
County Counsel
By. Linda Wilcox
Deputy County Counsel
20
OFFICE OF THE COUNTY COUNSEL y SILVANO B.MARCHESI
COUNTY OF CONTRA COSTA '' =` COUNTY COUNSEL
Administration Building .,•• _•,•
651 Pine Street, Floor ,' SHARON L.ANDERSON
Martinez, California 945531229 CHIEF AsSKrANr
(925) 335-1800 GREGORY C.HARVEY
(925) 646-1078 (fax)
C i' � ; VALERIE J. RANCHE
4 fi Assisuws
tty
May 8,2003
Transocean Funding,Inc. Hanson,Bridgett,Marcus, Vlahos&Rudy LLP
111 Anza Blvd., Suite 107 333 Market Street,23rd Floor
Burlingame,CA 94010 San Francisco,CA 94105-2173
ORIX Public Finance LLC
2600 Grand Boulevard, Suite 380
Kansas City,MG 64108
OPINION: May 6, 2003, Lease and,Lease-Bach Agreement between Transocean
Funding, Inc. and the County of Contra Costa, Califomia
Gentlemen:
I,am a deputy county counsel for the County of Contra Costa., California(the "County")
and have acted as such in connection with the County's entry as lessee into the May 6, 2003,
Lease and Lease-Back Agreement("Agreement") with Transocean Funding, Inc.
Ihave examined the Agreement and such other documents and matters of law as I have
deemed necessary in connection with the Agreement.
Based upon the examination of these and other documents, under existing law, it is my
opinion that:
1.. The County is a political subdivision, duly organized, existing and operating
under the constitution and laws of the State of California.
2. The County is authorized and has the power under State law to enter into, and
carry outfits obligations under, the Agreement.
3. This Agreement has been duly authorized, approved and executed by the County
in accordance with the Brown Act, and constitutes a legal and binding agreement of the County
enforceable in accordance with its terms and under state law, except as enforcement thereof may
be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by the availability of equitable remedies.
4. To the best of my knowledge, no action, suit, proceeding, inquiry or investigation,
at law or in equity, before any court, regulatory agency,public board or body is pending or
threatened in any way affecting the existence of the County, or in any way contesting or
.............I--......I............-....
Transocean Funding, Inc.
ORIX Public Finance LLC
Hanson,Bridgett, Marcus,Vlahos & Rudy LLP
May 8, 2003
Page 2
affecting any action of the County contemplated by the Agreement or in any way contesting the
powers of the County with respect to the Agreement, nor to my knowledge is there any basis
therefore.
5. 1 am not aware of any contract or agreement to which the County is a party that
would invalidate or preclude the consummation of the transaction contemplated in the
Agreement.
Notwithstanding anything to the contrary herein:
(a) This opinion is based on the existing laws of the State of California as of this
date. We expressly decline to render any opinion as to any laws or regulations of other states or
jurisdictions(including federal law and regulations) as they may pertain to the Agreement,or
any transactions contemplated thereby, or with respect to the effect of noncompliance under any
such laws or regulations of any other jurisdictions.
(b) This opinion is furnished to you and is solely for your benefit. It may not be
relied upon by any other person or entity however organized.
(c) This opinion may only be used in connection with the transactions contemplated
under the Agreement.
(d) This opinion is given as of this date, and we expressly decline any undertaking to
advise you of any matters arising subsequent to the date hereof that would cause us to amend any
portion of the foregoing in whole or in part.
(e) The opinions set forth herein are subject to applicable limitations of bankruptcy
or equitable principles affecting the enforcement of creditor's rights. The enforcement of the
Agreement is subject to the effect of the general principles of equity, including,without
limitation,concepts of materiality,reasonableness, good faith or fair dealing, and the possibility
of the unavailability of specific performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law, and to the exercise of judicial discretion in
appropriate cases and to the limitations on legal remedie* s against entities in the State of
California.
Very truly yours,
4 S-311 0 B aches'
o B aches'
C
u ty uns
Wilcox
Y: a WWilcox
D6puty County Counsel
EXHIBIT F TO LEASE AND LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6,2003
C RTIF.Q ATE QF EE$ENTt&US
The undersigned, as Public Works Director, of the County of Contra Costa, California (the
"Lessee"), hereby certifies that the Property described in the Lease and Lease-Back Agreement with
Transocean Funding, Inc. (the "Lessor")dated as of May 6, 2003 (the"Agreement) are essential to the
functions of the Lessee or to the services the Lessee provides Its citizens.
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. County Airport Facilities
This Exhibit relates to Exhibit B to the Lease.
COUNTY OF CONTRA COSTA, CAL NIA,as Lessee
By:
Maurice lu, Ublic Works Director
21
EXHIBIT G'TO LEASE ANIS LEASE-BACK AGREEMENT
BUCHANAN FIELD AIRPORT AND BYRON AIRPORT
COUNTY OF CONTRA COSTA,CALIFORNIA
DATED AS OF
MAY 6,2003
CERTIFICKE R'EQi1::.RDI SELF-INSURANCE
I, Ron Harvey, Risk Manager for Contra Costs County, certify that the County has been self-
insured for all liability risks, including medical malpractice and workers` compensation arising from its
operations, owned property, equipment, leased property and equipment, since 1976. The County's self-
insurance program provides for legal defense of officials and employees pursuant to Government Code
Section 826 and payment of all sums which It is obligated to pay by reason of liability imposed by taw and
arising from their acts or failure to acct, excepting exemplary or punitive damages. This protection covers
services performed by officers or employees within the scope of their official duties in accordance with the
conditons of their employment or services. With respect to workers' compensation benefits, the County
provides workers' compensation benefits to all of Its employees as required by California compensation
law. The self-insurance program is prefunded by the County through reserves to provide funds for
payment of claims.
CONTRA COSTA COUNTY
a
Ron Harvey
Risk Manager
22
L'llAALA"da AA s"r wr3AALXv"rJLLxva+sur vauCoxa✓ a.s+r�urar Lrraa.xa
t O: BOARD OF SUPERVISORS AGREEMENT
ENT'
'I Contra
FROM: MA CE M S dIU, PUBLIC WORKS DIRECTOR. Costa
BATE: MAY 6,2003
Qk County
J3
SUBJECT: CONTRA COSTA COUNTY AIRPORTS—AIRPORT FTNANCI tG
SPEC; C l QUESTS)pR RECC7M aNDAMON(SS)&BACKGROUND Atm JUSTOCATION
L Recommended Action:
APPROVE a Lease/Lease-Bach Agreement in the amount of$1,942,534 financed by the Airport Enterprise
Fund over a seven year period with Transocean Funding,Inc,and related documents,to replace an existing
lease and agreement and a Caltrans agreement for improvements to the Buchanan Field and Byron..Airports.
AUTHORIZE the County Administrator, or his designee, to SIGN, on behalf of the County, an updated
Guarantee Certificate,guaranteeing lease payments should the Airport Enterprise Fund be unable to meet its
obligations.
AUTHORIZE the Public Works Director, or his designee, to EXECUTE, on behalf of the County, all
necessary documents to complete the transaction,and to make any miaor,non-substantial changes as maybe
appropriate to finalize language of the agreement.
Continued on Attaehmeut:X,� SIGNATURE:
x- Ct31V.� ANT ATION OF COUNW ADAIINI TRATOR
-.,"PROVE OTHER
SIGNA
wa
ACTION OF BO�7 ON MAY {)6, 2003 APPROVED AS RECOMMNI)ED MLOTHER.
VOTE OF SUPERVISORS
xx UNANIMOUS(ABSENT NONE I hereby certify that this is a true and correct copy of an action
AYES. NOES: takenn and entered on the minutes of the Board of Supervisors on
ABSENT.-ABSTAIN: the date shown.
KF:df District III Seat Vacant
C:\WyDoruments\Wr-rdFiks\BO\2003\bcS-6 Refinance2003.doc ATTESTED: MAY 06. 20)03
Orta.Div-Public works(Airport) JOHN SWEETEN,Clerk of the Board of Supervisors and County
Contact; (Keith Freitas 646-5722) Administrator
c: County Advftstrater
Laura 1= wood.CAO
Auditw/Cantruller
Public works Directcr By Deputy
Public works Accounting. ,
Federal Aviation Adttnnistratim 23
Trrannsocean Funding,Josh Coopertran
SUBJECT: CONTRA COSTA COUNTY AIRPORTS--AIRPORT FINANCING
DATE: MAY 6,2003
PAGE: 2
II. Fiscal Impact•
1. The County's entry into the new Lease/Lease-Back Agreement,and payoff oftwo other agreements,will
reduce the interest rate to 4.12%from 5.75%and 6.06%. This will also provide the Airport Enterprise
Fund with additional operating funds to complete various capital improvement projects. The Airport
Enterprise Fund will finance approximately$1,942,534 over a 7-year period. This new agreement will
include a payoff of an existing Caltrans agreement in the amount of$371,531, $25,003 for the cost of
funding services,and the remaining$1,546,000 balance of the existing Transocean Lease/Lease-Back
Agreement. There is no fiscal impact to the County's General Fund.
M. Reasons for Recommendations and Background:
Over the years,the County's Airports has received millions of dollars in grants from the Federal Aviation
Administration(FAA)to construct the Byron Airport and to complete various other Airport Improvements at
the Buchanan Field Airport. The FAA grants provided 90%of the total cost of the improvements,Caltrans
typically will fiord 4.5%, and the County Airports were required to :fund the remaining 5.5%.
In 1994, the County, again on behalf of the Airports, entered into two financial agreements 1) to raise
additional funds necessary for the completion of improvements to the Byrom Airport that were not otherwise
eligible for FAA.nor Caltrans grant funding,and 2)to pay off the outstanding Caltrans agreements that were
at,relatively high interest rates. These agreements were in the form of a Lease/Lease-Back Agreement and a
License and Lease-Purchase Agreement. The agreements provided for semi.-amoral interest-onlypayarents
up to May 1, 1999,and semi:-annual principal and interest payments through May 1,2002. The principal of
the two agreements totaled$3.495 million.
In 1997,the.Board authorized the County on behalf of the Airports to enter into a new Lease/Lease-Back
Agreement in the amount of$3.646 million in order to take advantage of lower interest rates at the time and
to spread the payments over a longer period of time,which more accurately matched the anticipated Airport
revenues with debt payments up to May 1, 2005. The 1997 Lease/Leaseback Agreement replaced the two
1994.financial agreements.
Staff recommends approval of the new agreement for the following reasons:
1. The County's interest costs will be reduced.
2. Under the current funding agreement,the Airport Enterprise Fund has two remainingprincipal payments due
May 1, 2004 and May 1, 2005. The two final principal payments are$730,000 and $816,000. This new
agreement will include paying off$371,531 of an existing Caltrans agreement, $25,003 for the cost of
funding services and the$1,546,000 remaining balance. These total approximately$1,942,534.
3. The additional disposable capital funds will allow the Airport Enterprise Fund to pay off early two existing
Caltrans agreements,which have scheduled final payment dates in 2010 and 2015.
IV. Consequences of Negative Action:
The new Lease/Lease-Back Agreement will not be approved and anticipated savings will not occur.
INCUMBENCY CERTIFICATE
t, Gina Martin,do hereby certify that I am the Chief Clerk of the Board of Supervisors of CONTRA
COSTA COUNTY,that I have custody of the records of such entity,and that, as of the date hereof,the
individual named below is the duty elected or appointed officer of such entity holding the office set forth
opposite his or her name. I further certify that(i)the signature set opposite his name and title is his or her
true and authentic signature and (ii)such officer has the authority on behalf of such entity to enter into that
certain Lease and lease-Back Agreement dated as of May 6, 2003,between such entity and Transocean
Funding, Inc. ("Lessor")and(iii)the authority is provided by a Board Order of the Board of the Lessee or
an internal policy of the Lessee.
PRINIED NAME
,.-
Maurice Shiu Public Works Director
IN WITNESS WHEREOF, I have duty executed this Certificate as of the sixth day of May,2003. .
Gina Martin
24
INCUMBENCY CERTIFICATE
1,Gina Martin,do hereby certify that I am the Chief Clerk of the Board of Supervisors of CONTRA
COSTA COUNTY, that l have custody of the records of such entity, and that, as of the date hereof, the
individual named below is the duly elected or appointed officer of such entity holding the office set forth
opposite his or her name. l further certify that(l)the signature set opposite his name and title is his or her
true and authentic signature and (ii)such officer has the authority on behalf of such entity to enter into that
certain Lease and Lease-Back Agreement dated as of May 6,2003, between such entity and Transocean
Funding, Inc. ("Lessor")and(ill)the authority is provided by a Board Order of the Board of the Lessee or
an internal policy of the Lessee.
PRINTEU J`AME TITLE l ATURE
Patricia McNamee Deputy Public Works Director
IN WITNESS WHEREOF, i have duly executed this Certificate as of the sixth day of May, 2003.
Gina Martin
25
NOTICE OF ASSIGNMENT
TRANSOCEAN FUNDING, INC. ("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 Lease and Lease-Back Agreement dated as of May 6, 2003 (the
"Agreement"), by and between Lessor and Lessee; and (b) all payments respecting the Property now or
hereafter due or payable pursuant to the Agreement, including (but not limited to) Lease Payments and
purchase option payments, to ORIX PUBLIC FINANCE LLC (the "Assignee"), 2640 Grand Boulevard,
Suite 380, Kansas City, MO 64108 (Tax l.D.: 43-1926447). All payments should be sent to the Assignee
at the following address:
For: Regular First Class Mail
ORIX Public Finance LLC
P.O.Box 1679
Pittsburgh, PA 15230-1679
For: Overnight Mail Daily=
ORIX Public Finance LLC
7 Parkway Center,Suite 802
Pittsburgh, PA 15220
Attn: Cindy Cholnicki/Accts. Receivable
412-922-9736
For:Wire Transfers
Mellon Bank, Pittsburgh, PA
ABA 043 000 261,FBO
ORIX Public Finance LLC
Acct.078-8504
All communications should be sent to the Kansas City address.
Lessee confirms that the fourteen lease payments due according to the schedule set forth on
Exhibit C to the Agreement remain as of the date set forth below, and that no event of default (or event
which with the passage of time or giving of notice or both would mature into an event of default) has
occurred or is continuing under the Lease, and that there exists no defense, counterclaim, recoupment or
similar occurrence which would cause the Lessee not to make the remaining payments due under the
Agreement.
Dated as of the 9th day of May,2003.
TRANSOCEAN FUNDING, INC.,
as Lessor/Assignor
r`
Joshua G.dGoperman, P esident
ACKNOWLEDGED AND ACCEPTED.
26
05/07/2003 10:33 6503487685 DAIL.EY/COOPERMAN PAGE 00
NOTICE OF ASSIGNMENT
TRAW.,OCEAN FUNDING, INC. (-L"wr/Assignor") hereby gives notice to CONTRA COSTA
COUNTY (-Lessee"), that Lessor hes sold,assigned and transferred all of Lessor's right,We and Interest
in, to and under (a) that certain Lease and Lease--Back Agreement dated as of May 6, 2003 (the
"Agreement'), by and between Lessor and Lessee; and (b) all payments respecting the Property now or
hereafter due or payable pursuant to that Agreement, including (but not limited to) Lease Payments and
purchase option payments, to ORIX PUBLIC FINANCE LLC (the 'Assignee'), 26M Grand Boulevard,
Suite 380, Karms City, MO 84108 (Tax I.D.: 43-1926447). All payments should be sent to the Assignee
at the foliovAng address:
FM awar 8M-QjM Mail
ORIX Public Finance LLC
P.O. Stec 1670
Pittsburgh, PA 15230.1679
For. Qyj0W M- WI 0eiivenr
ORIX Public Finance LLC
7 Parkway Cerner, Suite 802
Pittsburgh, ISA 15220
Attn: Cindy ChoinickilAcds. Receivable
412-922-9738
�9�ire Tntrr�faers
Mellon SanK,Ptttsbuo, PA
A8A 043 000 281, FOO
ORIX Public Finance LLC
Acd.078.8504
All communications should be sent to the Kansas City address.
Lessee confirms that the fourteen lease payments due according to the schedule set forth on
Exhibit C to the Agreement remain as of the date set forth below, and that no event of defautt (or event
which with the passage of time or giving of notice or bath would mature Into an event of default) has
occurred or is continuing under the Lease, and that there exists no defense, counterclaim, recoupment or
similar occurrence which would cause the Lessee not to make the remaining payments due under the
Agreement.
Dated as of the 9th day of May, 2003.
TRANSOCEAN FUNDIING,INC.,
as Lmoor/Axeignor
ey;
.soshus 0. ocapornun, President
ACKNOWLEQt"ItED AND ACCEPTED.
CONTRA COBTA COUNTY,
CONTRA COSTA COUNTY,
as Lessee
q'4 By: C -.L.-�
14audde SVu,Public Works Director
ORiX PUBLIC FINANC LC,
ssigne
B
Robe e e
(wMworMeaseftauch refi Ise 02)
27
MPY 09 2003 11:21 FR OfRIX PUBLIC FINANCE 816 472 9121 TO 919256465?31 P.03/03
MAY 08 2003 13:42 FR ORtx PUBLIC FIWANCE 8i6 472 9121 TO DRUID ROEDER P.03/04
ClIMm''cWA 000M,
Hy:
M • It.,0*6116 WorksORIX PUBLIC All
Qtrstlar
ns.
my:
,W � �_► David G. Roeder
Senior Vice President
21
MAYii�0'3 18IO2 925 646+5722 PAGC.13
MAY 08 2x83 14:25 PAGE.01
** TOTP:� FAGE.03 **
CERTIFICATE OF CONTRA COSTA COUNTY
1, Scott Tandy,Chief Assistant County Administrative Officer of Contra Costa County, do hereby certify
and covenant that:
(I) If the gross revenues deposited in the Airport Enterprise Fund are projected for any year to be
less than 125% of the Lease Payments due in such fiscal year as defined under that certain Lease and
Lease-Back Agreement dated as of May 6, 2003(the"Lease")between Transocean Funding, Inc. and the
County of Contra Costa plus the costs of operation and maintenance in such fiscal year, the governing
body of Contra.Costa County will appropriate funds to pay such costs of operation and maintenance from
any other moneys available to it. The agreements and covenants on the part of the Lessee contained in
this Certificate shall be deemed to be and shalt be construed to be duties improsed by law, and it shall be
the duty of each and every public official of the County to take such actions and do such things as are
required by law in the performance of the official duties of such officials to enable the County to carry out
and perform the agreements and covenants required to be carried out and performed by it contained in
this Certificate.
(ii)Except to the extent of proceeds of insurance, if any,as may be required pursuant to Article VII
of the Lease, during any period in which there Is substantial interference with the Lessee's use and
occupancy of any portion of the Property as defined in the Lease (other than by condemnation (which is
provided for in Section 6.2 thereof), amounts due from the County pursuant to this Certificate shall be
abated proportionately, and the Lessee waives the benefits of California Civil Code Sections 1932(2) and
1932(4)and of Title 11 of the United States Code, section 365(h) and any and all rights to terminate the
Lease by virtue of any Interference, and the Lease shall continue in full force and effect. The amount of
abatement of any amounts due under this Certificate shall be in the proportion in which the initial cost of
that portion of the Property rendered unusable bears to the entire cost of the Property. Such abatement
shall continue for the period commencing with such substantial interference and ending with the
substantial restoration of the property comprising the Property.
This Certificate relates solely to the Lease and the Property financed thereunder for the Airport Enterprise
Fund.
Dated as of the sixth day of May,2003.
COUNTYOF CONTRA COSTA
lei
By.
Scott'Tan
Chief Assistant County Admini ative Officer
28