EIGHTH AMENDMENT TO LEASE
THIS EIGHTH AMENDMENT TO LEASE (this “Eighth Amendment”) is made as of , 2026, by and between TUMON BAY RESORT & SPA, LLC, a Guam limited liability company (“Landlord”), and THE CITY OF MORENO VALLEY, a municipal corporation (“Tenant”).
RECITALS
A. Pursuant to that certain Lease dated June 1, 2009 (the “Original Lease”), by and between TSC, L.C. (“Original Landlord”) and Tenant, as amended by (i) that First Amendment to Lease dated June 28, 2010, by and between Original Landlord and Tenant, (ii) that certain Second Amendment to Lease dated February 9, 2012, by and between WFD Towngate Investors VI, L.L.C. (“Interim Landlord”) (successor to Original Landlord) and Tenant, (iii) that certain Third Amendment to Lease dated March 24, 2015, by and between Landlord (as successor to Interim Landlord) and Tenant, (iv) that certain Fourth Amendment to Lease dated January 12, 2016, by and between Landlord and Tenant, (v) that certain Fifth Amendment to Lease dated July 1, 2017, by and between Landlord and Tenant, (vi) that certain Sixth Amendment to Lease dated April 15, 2021, by and between Landlord and Tenant, and (vii) that certain Seventh Amendment to Lease dated June 24, 2024, by and between Landlord and Tenant (the Original Lease, as so amended, is referred to herein as the “Lease”). Landlord leases to Tenant certain premises (the “Premises”) known as 12625 Frederick Street, Suites K -3 and K -4, Moreno Valley, California, containing approximately 4,547 square feet. All terms used in this Eighth Amendment but not herein defined and defined in the Lease shall have the meaning ascribed to such terms in the Lease.
B. Pursuant to the Seventh Amendment, the Lease Term was extended through June 30, 2026, and Tenant is obligated under Section 1(c) of the Seventh Amendment to pay Landlord, as Additional Rent, Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance, in addition to Minimum Rent, throughout the Lease Term.
C. Landlord and Tenant now enter into this Eighth Amendment to amend the Lease to provide, among other things, for the extension of the Lease Term, subject to the conditions more particularly set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:
1. Effective Date. Landlord and Tenant have executed this Eighth Amendment on the date set forth below their signatures (the “Execution Date”) but intend and agree that it shall be effective as of July 1, 2026, with the same force and effect as if executed on that date.
2. Extension of Term of Lease. The Lease Term is hereby extended to expire at the end of the day of June 30, 2029 (the “New Expiration Date”). The terms and conditions of the Lease shall continue in effect during the extension of the Lease Term pursuant hereto, subject to the express provisions of this Eighth Amendment.
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Attachment "B"
3. Monthly Minimum Rent Adjustment. The monthly Minimum Rent payable by Tenant to Landlord during the period from July 1, 2026, through and including the New Expiration Date, shall be as follows:
Period of Lease Term Monthly Minimum
Rent
July 1, 2026 – June 30, 2027 $5,633.29 per month
July 1, 2027 – June 30, 2028 $5,802.28 per month
July 1, 2028 – June 30, 2029 $5,976.35 per month
Minimum Rent shall be paid monthly in advance throughout the extension of the Lease Term pursuant hereto, without offset, abatement, notice or demand, subject to the express terms of this Eighth Amendment.
4. Tenant’s Right to Terminate . Notwithstanding any provision of the Lease to the contrary, commencing on the date that is twelve (12) months after the Effective Date of this Eighth Amendment (the “Blackout Expiration Date”), Tenant shall have the right to terminate the Lease, with or without cause, upon ninety (90) days’ prior written notice to Landlord. Tenant shall have no right to terminate the Lease pursuant to this Section prior to the Blackout Expiration Date. The termination shall be effective on the date specified in Tenant’s notice, provided such date is not less than ninety (90) days after delivery of the notice and not earlier than the Blackout Expiration Date (the “Termination Date”).
As sole and complete consideration for such early termination of the Lease, Tenant shall pay Landlord an amount equal to four (4) months of the then -current monthly Minimum Rent payable under the Lease as of the Termination Date (the “Termination Payment”). For purposes of this Section, the Termination Payment shall be calculated using the Monthly Minimum Rent then in effect and shall not include Additional Rent, including Common Area Costs, Taxes, Insurance, utilities, or other pass -through charges, unless expressly agreed in writing by Tenant. The Termination Payment shall be in addition to any Rent, Additional Rent, utilities, or other amounts properly payable under the Lease and accrued through the Termination Date.
The Termination Payment shall constitute full and final compensation for such early termination of the Lease, including any claim for lost rent, future rent, leasing commissions, tenant improvements, unamortized costs, consequential damages, or any other fees, costs, damages, or amounts arising from or related to the early termination of the Lease. If Tenant exercises its right to terminate under this Section, Tenant shall surrender the Premises on or before the Termination Date in the condition required under the Lease. After the Termination Date, Tenant shall have no further obligations under the Lease, except for obligations that accrued before termination or expressly survive termination.
5. Additional Rent . In addition to Minimum Rent, Tenant shall continue to pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance, as set forth in Section 1(c) of the Seventh Amendment and restated in full below, throughout the remainder of the Lease Term as extended by this Eighth Amendment:
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(a) As used in the Lease, “Additional Rent” means all monetary obligations of Tenant under the Lease other than Minimum Rent, and “Rent” means Minimum Rent plus Additional Rent. Tenant shall pay to Landlord, as Additional Rent, Tenant’s “Proportionate Share” of “Common Area Costs,” “Taxes,” and “Insurance” (as such terms are defined in the Lease), in the manner provided in this Section.
(b) Tenant shall pay Landlord, without offset, abatement, notice or demand, commencing on the first day of each calendar month of the Lease Term, an amount estimated by Landlord to be Tenant’s monthly Proportionate Share of the Common Area Costs, Taxes and Ins urance. Landlord may adjust said amount at the end of any calendar month on the basis of Landlord’s experience and reasonably anticipated costs. Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance shall be prorated on a daily basis for any partial calendar month.
(c) Within ninety (90) days following the end of each calendar year during the Lease Term, or as soon as reasonably possible thereafter, Landlord shall furnish to Tenant a statement covering such year, showing the Common Area Costs, Taxes and Insurance and the amount of Tenant’s Proportionate Share of such costs for such year and the payments made by Tenant with respect to such year. If Tenant’s Proportionate Share of such costs is less than Tenant’s payments so made, Tenant shall be entitled to a credit against the next regular monthly payment of Rent (or a refund, if such credit is not exhausted prior to the expiration of the Lease Term); or, if such share is greater than Tenant’s payments, Tenant shall pay Landlord the difference within thirty (30) days after receipt of such statement.
(d) Promptly following execution of this Eighth Amendment, Landlord shall provide Tenant with Landlord’s then -current good faith estimate of Tenant’s monthly Proportionate Share of Common Area Costs, Taxes and Insurance, for Tenant’s use in issuing rent payments that include Additional Rent, and Tenant shall commence paying such estimated amount together with Minimum Rent beginning with the first monthly payment due after Tenant’s receipt of such estimate.
(e) Any failure or delay by Landlord in delivering any estimated or final statement pursuant to this Section shall not constitute a waiver of Landlord’s right to receive Tenant’s payment of Tenant’s Proportionate Share of Common Area Costs, Taxes and Insurance.
Landlord and Tenant’s obligations under this Section shall survive the expiration of the Lease Term or earlier termination of the Lease.
Nothing in this Section shall be construed to modify, reduce, or otherwise affect Tenant’s obligation to pay Minimum Rent, the Security Deposit, or Tenant’s other obligations under the Lease, including without limitation Tenant’s obligations regarding utilities and trash removal services set forth in Section 1(d) of the Seventh Amendment.
6. Landlord and Tenant each represent and warrant to the other that it has had no dealings with any person, firm, broker, or finder in connection with the negotiation of this Eighth Amendment and/or the consummation of the transaction contemplated hereby, and that no broker or other person, firm or entity is entitled to any commission or finder’s fee in connection with said transaction. Landlord and Tenant do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any DRAFT
such broker, finder or other similar party by reason of any dealings or actions of the indemnifying party, including any costs, expenses and attorneys’ fees reasonably incurred with respect thereto.
7. Landlord represents and warrants to Tenant that as of the date hereof: (a) Landlord is duly authorized to execute and deliver this Eighth Amendment, and (b) no joinder or approval of another person or entity is required with respect to Landlord’s authority to enter into and execute this Eighth Amendment. Tenant represents and warrants to Landlord that as of the date hereof: (i) Tenant is duly authorized to execute and deliver this Eighth Amendment, and (ii) no joinder or approval of another person or entity is required with respect to Tenant’s authority to enter into and execute this Eighth Amendment.
8. To comply with the requirements of Section 1938 of the California Civil Code (which went into effect on July 1, 2013), Landlord hereby advises Tenant that neither the Premises nor the shopping center in which the Premises are located (the “ Shopping Center ”) have undergone inspection by a Certified Access Specialist. The allocation of responsibility between Landlord and Tenant for making any repairs or modifications to the Premises and the Shopping Center in order to comply with accessibility standards shall be governed by the provisions of the Lease (as hereby amended). The following disclosure is hereby made pursuant to California Civil Code Section 1938(e):
“A Certified A ccess Specialist (CASp) can inspect the subject Premises and determine whether the subject Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the Premises.”
9. Except as specifically herein amended, the Lease shall continue in full force and effect. This Eighth Amendment represents the entire agreement between the parties with respect to the matters contained herein and supersedes any prior negotiations, representations or agreements, whether written or oral, with respect thereto. In the event of any conflict between the terms of the Lease and the terms of this Eighth Amendment, the terms of this Eighth Amendment shall prevail.
10. This Eighth Amendment may be executed electronically or in any number of counterparts, with signatures delivered by emailed PDF documents (whether emailed directly or through a commercial document signing program), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have entered into this Eighth Amendment as of the date first written above.
LANDLORD: TENANT:
TUMON BAY RESORT & SPA, LLC THE CITY OF MORENO VALLEY
a municipal corporation
CORELAND COMPANIES,
as Agent for Tumon Bay Resort &
Spa, LLC
By: By:
Neng-Yi Liao, Manager Brian Mohan, City Manager
RECOMMENDED FOR APPROVAL:
08/25/2026
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