Stradling Yocca Carlson & Rauth
Draft of 9/9/26
4897-6630-4713v7/022432-0051
RECORDING REQUESTED BY:
Moreno Valley Public Financing Authority
AND WHEN RECORDED RETURN TO:
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Brian Forbath, Esq.
[Space above for Recorder’s use.]
This First Amendment to Ground Lease is recorded for the benefit of the City of Moreno Valley and is exempt from California documentary transfer tax pursuant to Section 11928 of the California Revenue and Taxation Code and from recording fees pursuant to Sections 6103, 27383 and 27388.1 (a)(2)(D) and (d)(2) of the California Government Code. Lease term less than 35 years.
FIRST AMENDMENT TO GROUND LEASE
Dated as of November 1, 2026
amending and supplementing the
GROUND LEASE
dated as of August 1, 2024
by and between
CITY OF MORENO VALLEY
and
MORENO VALLEY PUBLIC FINANCING AUTHORITY
Relating to
$_____________
MORENO VALLEY PUBLIC FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2026A
4897-6630-4713v7/022432-0051
FIRST AMENDMENT TO GROUND LEASE
This First Amendment to Ground Lease (the “First Amendment to Ground Lease”) is dated as of November 1, 2026, and is entered into by and between the CITY OF MORENO VALLEY (the “City”), a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California, and the MORENO VALLEY PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under the laws of the State of California, and supplements and amends the Ground Lease, dated as of August 1, 2024 (the “2024 Ground Lease”), recorded on August 6, 2024 in the Official Records of the County of Riverside as Instrument No. 2024-0234307.
WITNESSETH:
WHEREAS, the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”), have entered into an Indenture, dated as of August 1, 2024, as supplemented and amended from time to time in accordance with its terms (the “Indenture”), providing for the issuance of bonds secured on a parity thereunder; and
WHEREAS, in order to provide for the payment of the bonds issued under the Indenture, the City and the Authority have entered into the 2024 Ground Lease, pursuant to which the City leased to the Authority certain real property owned by the City, together with the City-owned improvements located thereon, as described in Exhibit A thereto (collectively, the “Existing Property”); and WHEREAS, pursuant to Sections 3.04, 3.05 and 3.06 of the Indenture, the Authority may at any time issue Additional Bonds (as defined in the Indenture) pursuant to a Supplemental Indenture (as defined in the Indenture); and
WHEREAS, the City has determined it is in the public interest and will benefit the inhabitants of the City that the City finance the costs of the acquisition, design, construction, installation, improvement, replacement and equipping of certain capital improvement projects of the City (collectively, the “2026A Project”) described in Exhibit C to the First Amendment to Lease Agreement (as defined below); and
WHEREAS, to finance the 2026A Project, the City will enter into this First Amendment to Ground Lease with the Authority pursuant to which the City and the Authority will add to the Existing Property certain additional real property owned by the City as described in Exhibit A hereto (the “Additional Property” and, together with the Existing Property, the “Property”), and will confirm that the lease to the Authority of the Property is also made in consideration of the issuance by the Authority of its Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A (the “Series 2026A Bonds”); and
WHEREAS, concurrently with the execution of this First Amendment to Ground Lease, the Authority and the City are entering into a First Amendment to Lease Agreement, dated as of November 1, 2026 (the “First Amendment to Lease Agreement”), which supplements and amends the Lease Agreement, dated as of August 1, 2024 (the “2024 Lease Agreement” and as supplemented and amended by the First Amendment to Lease Agreement, and it may be further amended from time to time, the “Lease Agreement”), pursuant to which the Authority will lease the Property to the City 4897-6630-4713v7/022432-0051 2
and the City is required to make Base Rental Payments sufficient to pay debt service on the bonds issued under the Indenture, including the Series 2024A Bonds and the Series 2026A Bonds; and WHEREAS, to provide funds to finance the 2026A Project, the City has requested the Authority to issue the Series 2026A Bonds, pursuant to the Indenture, as supplemented and amended by a First Supplemental Indenture, dated as of November 1, 2026, by and between the Authority and the Trustee; and
WHEREAS, the 2024 Ground Lease may be amended pursuant to Section 7.03 of the 2024 Ground Lease and Section 10.07 of the 2024 Lease Agreement; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this First Amendment to Ground Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this First Amendment to Ground Lease;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
Section 1. Definitions. Except as otherwise defined herein, or unless the context clearly otherwise requires, words and phrases defined in the Lease Agreement shall have the same meaning in this First Amendment to Ground Lease.
Section 2. Addition to Existing Property. The City has previously leased to the Authority the Existing Property and now desires to lease additional real property to the Authority pursuant to the terms of the 2024 Ground Lease, which additional real property is described in Exhibit A hereto. The Property as shown in Exhibit A of the 2024 Ground Lease is hereby amended and restated in its entirety and replaced with Exhibit A to this First Amendment to Ground Lease.
Section 3. Amendment to Section 6.01 of the 2024 Ground Lease. Section 6.01 of the 2024 Ground Lease is hereby amended and restated in its entirety to read as follows:
Term. The term of this Ground Lease shall commence as of the date of issuance of the Series 2024A Bonds and shall remain in full force and effect from such date to and including the Termination Date, unless such term is extended or sooner terminated as hereinafter provided.
Section 4. Amendment to Section 6.02 of the 2024 Ground Lease. Section 6.02 of the 2024 Ground Lease is hereby amended and restated in its entirety to read as follows:
Extension; Early Termination. If, on the Termination Date, the Bonds shall not be fully paid, or provision therefor made in accordance with Article X of the Indenture, or the Indenture shall not be discharged by its terms, or if the Rental Payments payable under the Lease Agreement shall have been abated at any time, or amounts are owed to any Bond Insurer, then the term of this Ground Lease shall be automatically extended until the date upon which all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, except that the term of this Ground Lease 4897-6630-4713v7/022432-0051 3
shall in no event be extended beyond the Maximum Lease Term. If, prior to the Termination Date, all Bonds shall be fully paid, or provisions therefor made in accordance with Article X of the Indenture, and the Indenture shall be discharged by its terms, the term of this Ground Lease shall end simultaneously therewith.
Section 5. Effectiveness of First Amendment to Ground Lease. This First Amendment to Ground Lease shall be effective on the Delivery Date of the Series 2026A Bonds.
Section 6. Survival of 2024 Ground Lease. Except as otherwise amended hereby, the 2024 Ground Lease shall remain in full force and effect.
Section 7. Severability. In the event any provision of this First Amendment to Ground Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 8. Captions. The captions or headings in this First Amendment to Ground Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this First Amendment to Ground Lease.
Section 9. Execution In Counterparts. This First Amendment to Ground Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 10. Applicable Law. This First Amendment to Ground Lease shall be governed by and construed in accordance with the laws of the State of California. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Ground Lease to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written.
CITY OF MORENO VALLEY
By:
Brian Mohan
City Manager
ATTEST:
M. Patricia Rodriguez, MMC
City Clerk
MORENO VALLEY PUBLIC FINANCING
AUTHORITY
By:
Brian Mohan
Executive Director
ATTEST:
M. Patricia Rodriguez, MMC
Secretary
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in the Property conveyed under the First Amendment to Ground Lease to the Moreno Valley Public Financing Authority, a joint exercise of powers entity duly organized and existing under the laws of the State of California, is hereby accepted by the undersigned officer or agent on behalf of the Board of Directors of the Moreno Valley Public Financing Authority, pursuant to authority conferred by resolution of the said Board of Directors adopted on October 6, 2026, and the grantee consents to recordation thereof by its duly authorized officer.
Dated: November 1, 2026
MORENO VALLEY PUBLIC FINANCING
AUTHORITY
By:
Brian Mohan
Executive Director
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
4897-6630-4713v7/022432-0051
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On ___________________ before me, ____________________________________, Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
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EXHIBIT A
DESCRIPTION OF THE PROPERTY
Real property in the City of Moreno Valley, County of Riverside, State of California, described as follows:
City Hall (APN 297140021)
ALL OF PARCELS 2, 3, 4 AND 5 OF PARCEL MAP 17864, IN THE CITY OF MORENO
VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 129, PAGES 79 THROUGH 82, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ALSO INCLUDING THAT PORTION OF PARCEL 1 OF SAID PARCEL MAP 17864, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 1; THENCE ON THE SOUTHERLY LINE OF SAID PARCEL 1, SOUTH 88° 40' 53" WEST, 509.84 FEET TO THE NORTHWEST CORNER OF SAID PARCEL 5; THENCE NORTH 00° 06' 25" WEST, 60.02 FEET; THENCE NORTH 88° 40' 53" EAST, 509.84 FEET TO A POINT ON THE EASTERLY LINE OF SAID PARCEL 1, SAID POINT ALSO BEING ON THE WESTERLY SIDELINE OF FREDERICK STREET; THENCE SOUTHERLY ON THE EASTERLY LINE SOUTH 00° 06' 28" EAST, 60.02 FEET TO THE POINT OF BEGINNING.
[LEGAL DESCRIPTIONS OF THE FOLLOWING PROPERTIES TO COME:] • Fire Station #48 (APN 260460009)
• Fire Station #99 (APN 487370018)
• Animal Shelter (APNs 297210008, 297210009, 297210010) • Fire Station #65 (APN 485042029)
• Fire Station #91 (APNs 308030018, 308030019)
• Public Safety Building (EOC) (APN 297140020)
• Fire Station #6 (APN 291650017)
• Public Safety Building (APNs 297140020, 297140045, 297140043) • Fire Station #2 (APN 481322044)
• Fire Station #58 (APN 488330001)
• Corporate Yard (APNs 486170018, 486170019, 486170020, 486170026, 486170029, 486170031, 486170033)
• Conference and Recreation Center (APNs 297140043, 297140046, 297140047) • New Public Safety Campus (APNs 478100012, 478100035, 478110001, 478110002, 478110003,478110004, 478110005, 478110006, 478110007, 478120001, 478120002, 478120005, 478120006 and 478120025)