Stradling Yocca Carlson & Rauth
Draft of 9/17/26
4918-7932-8969v9/022432-0051
_________________________________________________________________________________
FIRST AMENDMENT TO LEASE AGREEMENT
Dated as of November 1, 2026
amending and supplementing the
LEASE AGREEMENT
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
_________________________________________________________________________________ 4918-7932-8969v9/022432-0051 i
TABLE OF CONTENTS
Page
DEFINITIONS
Section 1.01 Definitions ...................................................................................................... 2
AMENDMENTS AND EFFECTIVENESS
Section 2.01 Addition to Existing Property .........................................................................3 Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B......................... 3 Section 2.03 Amendment to Section 2.02 of the 2024 Lease Agreement ...........................3 Section 2.04 Amendment to Section 3.01(a) of the 2024 Lease Agreement....................... 4 Section 2.05 Amendment to Section 3.02(e) of the 2024 Lease Agreement....................... 4 Section 2.06 Amendment to Section 3.06 of the 2024 Lease Agreement ...........................4 Section 2.07 Amendment to Section 8.05 of the 2024 Lease Agreement ...........................5 Section 2.08 Amendment to Section 9.03 of the 2024 Lease Agreement ...........................5 Section 2.09 Amendment to Article IX of the 2024 Lease Agreement............................... 5 Section 2.10 Amendment to Section 10.05 of the 2024 Lease Agreement ......................... 6 Section 2.11 Amendment to Section 10.07(a) of the 2024 Lease Agreement..................... 6 Section 2.12 Effectiveness of First Amendment to Lease Agreement ................................ 7
USE OF PROCEEDS
Section 3.01 Use of Proceeds of the Series 2026A Bonds .................................................. 7
PREPAYMENT
Section 4.01 Prepayment ..................................................................................................... 7
MISCELLANEOUS
Section 5.01 Survival of 2024 Lease Agreement.................................................................8 Section 5.02 Binding Effect.................................................................................................8 Section 5.03 Validity and Severability ................................................................................8 Section 5.04 California Law................................................................................................ 8 4918-7932-8969v9/022432-0051
Section 5.05 Section Headings ............................................................................................8 Section 5.06 Provisions Concerning the Series 2026A Insurer and the Series 2026A Insurance Policy..................................................................................8 Section 5.07 Execution ........................................................................................................9 Signatures ............................................................................................................................... S-1 EXHIBIT A LEGAL DESCRIPTION .......................................................................................A-1 EXHIBIT B BASE RENTAL PAYMENT SCHEDULE ..........................................................B-1 EXHIBIT C DESCRIPTION OF 2026 PROJECT ....................................................................C-1 4918-7932-8969v9/022432-0051
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement (the “First Amendment to Lease Agreement”), dated as of November 1, 2026, is by and between the MORENO VALLEY PUBLIC FINANCING AUTHORITY (the “Authority”), a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, as lessor, and 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, as lessee, and supplements and amends the Lease Agreement, dated as of August 1, 2024 (the “2024 Lease Agreement”), by and between the Authority and the City, as evidenced by that certain Memorandum of Lease Agreement recorded on August 6, 2024 in the Official Records of the County of Riverside as Instrument No. 2024-0234308 (as supplemented and amended by this First Amendment to Lease Agreement, the “Lease Agreement”).
W I T N E S S E T H:
WHEREAS, the Authority and Wilmington Trust, National Association, as trustee (the “Trustee”), have entered into an Indenture, dated as of August 1, 2024 (the “2024 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 2024 Indenture, the City and the Authority have entered into the Ground Lease, dated as of August 1, 2024 (the “2024 Ground Lease”), pursuant to which the City leased to the Authority certain real property belonging to the City described in Exhibit A to the 2024 Ground Lease (collectively, the “Existing Property”), and the 2024 Lease Agreement, pursuant to which the Authority subleased the Existing Property to the City; and
WHEREAS, pursuant to Sections 3.04, 3.05 and 3.06 of the 2024 Indenture, the Authority may at any time issue Additional Bonds pursuant to a Supplemental Indenture (as defined in the 2024 Indenture); and
WHEREAS, pursuant to Section 10.07 of the 2024 Lease Agreement, the 2024 Lease Agreement may be amended to provide for the issuance of Additional Bonds (as defined in the 2024 Indenture); and
WHEREAS, the City has determined in Resolution No. _____ that it is in the public interest and will benefit the citizens of the City to have the Authority issue its Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A in the aggregate principal amount of $_______ as Additional Bonds pursuant to the 2024 Indenture, as amended and supplemented by the First Supplemental Indenture dated as of November 1, 2026 (the “First Supplemental Indenture”), by and among the Authority, the City and the Trustee, to finance the costs of the acquisition, design, construction, installation, improvement, replacement and equipping of certain capital improvement projects of the City described in Exhibit C hereto (collectively, the “2026 Project”); and WHEREAS, to finance the 2026 Project, the City and the Authority will enter into a First Amendment to Ground Lease, dated as of even date herewith (the “First Amendment to Ground Lease”), which supplements and amends the 2024 Ground Lease by adding additional real property to the Existing Property certain additional real property owned by the City as described in Exhibit A 4918-7932-8969v9/022432-0051 2
hereto (the “Additional Property” and, together with the Existing Property, the “Property”), and into this First Amendment to Lease Agreement pursuant to which the City will lease back the Property and agree to make Base Rental Payments sufficient to pay debt service on the Series 2024A Bonds and the Series 2026A Bonds; and
WHEREAS, to provide funds to finance the 2026 Project, the Authority has issued the Series 2026A Bonds pursuant to the Indenture (as defined herein); and WHEREAS, in recognition of the issuance of the Series 2026A Bonds, the Base Rental Payments shall be increased as described herein from those set forth in 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 Lease Agreement do exist, have happened and have been performed in a 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 Lease Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
DEFINITIONS
Section 1.01 Definitions. Except as otherwise provided in Section 1.01 of this First Amendment to Lease Agreement, all terms used herein which are defined in the 2024 Lease Agreement shall have the meanings assigned to them therein. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any supplement and amendment of the Lease Agreement have the meanings herein specified. All other capitalized terms used herein without definition shall have the meanings as set forth in the Indenture. “Base Rental Payment Schedule” means the schedule of Base Rental Payments payable to the Authority from the City pursuant to Section 3.01 of the 2024 Lease Agreement and attached hereto as Exhibit B, as from time to time amended as permitted in the Lease Agreement. “Delivery Date” means, with respect to the Series 2026A Bonds, November 1, 2026. “Ground Lease” means the Ground Lease, dated as of August 1, 2024, as amended by the First Amendment to Ground Lease, dated as of November 1, 2026, each by and between the City and the Authority, as originally executed and as it may from time to time be further amended in accordance with to the provisions thereof and of the Lease Agreement. “Indenture” means the Indenture, dated as of August 1, 2024, as originally executed, as supplemented by the First Supplemental Indenture, dated as of November 1, 2026, each by and among the Authority, the City and the Trustee, and as it may from time to time be further amended or supplemented in accordance with the provisions thereof. “Lease Agreement” means the Lease Agreement, dated as of August 1, 2024, as originally executed, as supplemented and amended by this First Amendment to Lease Agreement, dated as of 4918-7932-8969v9/022432-0051 3
November 1, 2026, each by and between the City and the Authority, and as it may from time to time be further amended in accordance with the provisions thereof. [“Public Safety Campus” means the properties described in Exhibit A located on assessor’s parcel numbers 478100012, 478100035, 478110001, 478110002, 478110003,478110004, 478110005, 478110006, 478110007, 478120001, 478120002, 478120005, 478120006 and 478120025).]
“Series 2026A Bonds” means the Moreno Valley Public Financing Authority Lease Revenue Bonds, Series 2026A issued under the Indenture.
“Termination Date” means November 1, 20__.
AMENDMENTS AND EFFECTIVENESS
Section 2.01 Addition to Existing Property. The City has previously leased from the Authority the Existing Property and now desires to lease additional real property from the Authority pursuant to the terms of the 2024 Lease Agreement, as amended hereby, which additional real property is described in Exhibit A hereto. The Property as shown in Exhibit A of the 2024 Lease Agreement is hereby amended and restated in its entirety and replaced with Exhibit A to this First Amendment to Lease Agreement.
Section 2.02 Amendment to Base Rental Payment Schedule in Exhibit B. The Base Rental Payment Schedule, as shown in Exhibit B of the 2024 Lease Agreement, is hereby amended and restated in its entirety and replaced with Exhibit B to this First Amendment to Lease Agreement.
Section 2.03 Amendment to Section 2.02 of the 2024 Lease Agreement. Section 2.02 of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
Term; Occupancy. The term of this Lease Agreement shall commence on the Delivery Date and shall end on the Termination Date, unless such term is extended or sooner terminated as hereinafter provided. 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 shall remain due and payable or shall have been abated at any time and for any reason, or amounts are owed to any Bond Insurer, this Lease Agreement or the Indenture, then the term of this Lease Agreement shall be extended until the date upon which (i) all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, or (ii) the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full. Notwithstanding the foregoing, the term of this Lease Agreement shall in no event be extended more than ten years beyond the Termination Date, such extended date being the “Maximum Lease Term.” If prior to the Termination Date, all Bonds shall be fully paid, or provision therefor made in accordance with Article X of the Indenture, the Indenture shall be discharged by its terms and all Rental Payments shall have been paid in full, the term of this Lease Agreement shall end simultaneously therewith.
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Section 2.04 Amendment to Section 3.01(a) of the 2024 Lease Agreement. Section
3.01(a) of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
(a) Subject to the provisions hereof relating to a revision of the Base Rental Payment Schedule pursuant to subsection (b) of this Section, the City shall pay to the Authority, as Base Rental Payments (subject to the provisions of Section 3.06 and Article VII hereof), (i) the amount at the times specified in the Base Rental Payment Schedule, a portion of which Base Rental Payments shall constitute principal, and a portion of which shall constitute interest, (ii) any Insurer Reimbursement Amounts due and owing to the Series 2024A Insurer as set forth in Section 11.15(d) of the Indenture, (iii) repayment of Policy Costs due and owing to the Series 2024A Insurer pursuant to Section 5.05(c) of the Indenture, (iv) any Insurer Reimbursement Amounts due and owing to the Series 2026A Insurer as set forth in Section 16.04(d) of the Indenture, and (v) repayment of Policy Costs due and owing to the Series 2026A Insurer pursuant to Section 14.03(c) of the Indenture.
Rental Payments, including Base Rental Payments, shall be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid.
The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or of the State of California, or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation.
Section 2.05 Amendment to Section 3.02(e) of the 2024 Lease Agreement. Section
3.02(e) of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
(e) amounts due and owing to the Bond Insurer as set forth in Section 10.11(c) hereof; and
Section 2.06 Amendment to Section 3.06 of the 2024 Lease Agreement. Section 3.06 of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
Except as otherwise specifically provided in this Section, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments shall be abated proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Lease Agreement by virtue of any such interference, and this Lease Agreement shall continue in full force and effect. The amount of such abatement shall be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. The City and the Authority shall calculate such abatement and shall provide the Trustee with a certificate setting forth such calculation and the basis therefor. Such abatement shall 4918-7932-8969v9/022432-0051 5
continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending when such use and occupancy are restored; and the term of this Lease Agreement shall be extended as provided in Section 2.02 hereof, except that the term shall in no event be extended beyond Maximum Lease Term.
Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments in any of the funds and accounts established under the Indenture, Rental Payments shall not be abated as provided above but, rather, shall be payable by the City as a special obligation payable solely from said funds and accounts.
Section 2.07 Amendment to Section 8.05 of the 2024 Lease Agreement. Section 8.05 of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
Neither this Lease Agreement nor any interest of the City hereunder shall be sold, mortgaged, pledged, assigned, or transferred by the City by voluntary act or by operation by law or otherwise. The Property may not be subleased in whole or in part by the City without the prior written consent of the Authority and the Bond Insurer. Any such sublease shall be subject to all of the following conditions:
(a) this Lease Agreement and the obligation of the City to make all Rental Payments hereunder shall remain the primary obligation of the City; (b) the City shall, within 30 days after the delivery thereof, furnish or cause to be furnished to the Authority, the Bond Insurer and the Trustee a true and complete copy of such sublease;
(c) any sublease of the Property by the City shall explicitly provide that such sublease is subject to all rights of the Authority under this Lease Agreement, including, the right to re-enter and re-let the Property or terminate this Lease Agreement upon a default by the City; and
(d) the City shall furnish the Authority and the Trustee with an Opinion of Counsel to the effect that such sublease will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes.
Section 2.08 Amendment to Section 9.03 of the 2024 Lease Agreement. Section 9.03 of the 2024 Lease Agreement is hereby amended to add a subsection (e) to read as follows:
(e) So long as any Insured Series 2026A Bonds remain outstanding and the Series 2026A Insurer shall not have defaulted under the Series 2026A Insurance Policy (or any amounts are owed to the Series 2026 Insurer), the City shall have obtained the prior written consent of the Series 2026A Insurer.
Section 2.09 Amendment to Article IX of the 2024 Lease Agreement. Article IX of the 2024 Lease Agreement is hereby amended to add Section 9.04 to read as follows:
Section 9.04 Release of Property Following the Completion of the Public Safety Campus. Notwithstanding Sections 9.03(d) and (e) of the Lease Agreement, the City and the Authority may release all or a portion of the Property, other than the Public Safety Campus, from the 4918-7932-8969v9/022432-0051 6
Lease Agreement and the Ground Lease upon the completion of the Public Safety Campus without the consent of the Series 2024A Insurer or the Series 2026A Insurer; provided, however, that no such release shall occur until there is delivered to the Trustee, the Series 2024A Insurer and the Series 2026A Insurer a Written Certificate of the City to the effect that (1) the conditions set forth in Sections 9.03(a), (b) and (c) have been satisfied; and (2) the City has beneficial use and occupancy of the Public Safety Campus and has received a certificate of occupancy for the Public Safety Campus.
Section 2.10 Amendment to Section 10.05 of the 2024 Lease Agreement. Section 10.05 of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
The City shall pay or cause to be paid all taxes and assessments of any type or nature charged to the Authority or affecting the Property or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the term of this Lease Agreement as and when the same become due.
The City or any sublessee may, at the City’s or such sublessee’s expense and in its name, with notice to the Bond Insurer, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority or the Trustee shall notify the City or such sublessee that, in the opinion of independent counsel, by nonpayment of any such items, the interest of the Authority in the Property will be materially endangered or the Property, or any part thereof, will be subject to loss or forfeiture, in which event the City or such sublessee shall promptly pay such taxes, assessments or charges or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority, the Bond Insurer and the Trustee, or the Bond Insurer requests the City pay such taxes, assessments or other charges so contested.
Section 2.11 Amendment to Section 10.07(a) of the 2024 Lease Agreement. Section
10.07(a) of the 2024 Lease Agreement is hereby amended and restated in its entirety to read as follows:
(a) This Lease Agreement and the Ground Lease may be amended and the rights and obligations of the Authority and the City hereunder and thereunder may be amended at any time by an amendment hereto or thereto which shall become binding upon execution and delivery by the Authority and the City, but only with the prior written consent of the Owners of a majority of the principal amount of the Bonds then Outstanding pursuant to the Indenture and, so long as the Insured Series 2024A Bonds remain outstanding, with the prior written consent of the Series 2024A Insurer, and so long as the Insured Series 2026A Bonds remain outstanding, with the prior written consent of the Series 2026A Insurer, provided that no such amendment shall (i) extend the payment date of any Base Rental Payments, reduce the interest component or principal component of any Base Rental Payments or change the prepayment terms and provisions, without the prior written consent of the Owner of each Bond so affected, or (ii) reduce the percentage of the principal amount of the Bonds the consent of the Owners of which is required for the execution of any amendment of this Lease Agreement or the Ground Lease.
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Section 2.12 Effectiveness of First Amendment to Lease Agreement. This First Amendment to Lease Agreement shall be effective on the Delivery Date of the Series 2026A Bonds.
USE OF PROCEEDS
Section 3.01 Use of Proceeds of the Series 2026A Bonds. The parties hereto agree that the proceeds of the Series 2026A Bonds will be used to pay the costs of the 2026 Project and to pay for costs of issuance of the Series 2026A Bonds.
PREPAYMENT
Section 4.01 Prepayment.
(a) The City may prepay all or a portion of the Base Rental Payments attributable to the Series 2026A Bonds which are payable on or after November 1, 20__, from any source of available funds, on any date on or after _______1, 20__, by paying (i) all or a portion, as selected by the City, of the principal components of such Base Rental Payments, and (ii) the accrued but unpaid interest component of such Base Rental Payments to be prepaid to the date of such prepayment. (b) The City may prepay, from any source of available funds, all or any portion of the Base Rental Payments attributable to the Series 2026A Bonds by depositing with the Trustee moneys or securities as provided, and subject to the terms and conditions set forth, in Article X of the Indenture sufficient to make such Base Rental Payments when due or to make such Base Rental Payments through a specified date on which the City has a right to prepay such Base Rental Payments pursuant to subsection (a) of this Section, and to prepay such Base Rental Payments on such prepayment date, at a prepayment price determined in accordance with subsection (a) of this Section.
(c) If less than all of the Base Rental Payments attributable to the Series 2026A Bonds are prepaid pursuant to this Section then, as of the date of such prepayment pursuant to subsection (a) of this Section, or the date of a deposit pursuant to subsection (b) of this Section, the principal and interest components of such Base Rental Payments shall be recalculated in order to take such prepayment into account. The City agrees that if, following a partial prepayment of such Base Rental Payments, the Property is damaged or destroyed or taken by eminent domain, or a defect in title to the Property is discovered, the City shall not be entitled to, and by such prepayment waives the right of, abatement of such prepaid Base Rental Payments and the City shall not be entitled to any reimbursement of such Base Rental Payments.
(d) Prepayments of Base Rental Payments attributable to the Series 2026A Bonds made pursuant to this Section shall be applied to the redemption of Series 2026A Bonds as directed by the City and as provided in Section 15.01 of the Indenture. (e) Before making any prepayment pursuant to this Article, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be 4918-7932-8969v9/022432-0051 8
made, which date shall be not less than 45 nor more than 60 days from the date such notice is given to the Authority.
MISCELLANEOUS
Section 5.01 Survival of 2024 Lease Agreement. Except as otherwise amended hereby, the 2024 Lease Agreement shall remain in full force and effect.
Section 5.02 Binding Effect. This First Amendment to Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns.
Section 5.03 Validity and Severability. If for any reason this First Amendment to Lease Agreement shall be held by a court of competent jurisdiction to be void, voidable or unenforceable by the Authority or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, including the covenant to pay Rental Payments, is unenforceable for the full term hereof; then and in such event the Lease Agreement is and shall be deemed to be a Lease Agreement under which the Rental Payments are to be paid by the City annually in consideration of the right of the City to possess, occupy and use the Property, and all of the terms, provisions and conditions of the Lease Agreement, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect.
Section 5.04 California Law. This First Amendment to Lease Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California.
Section 5.05 Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this First Amendment to Lease Agreement.
Section 5.06 Provisions Concerning the Series 2026A Insurer and the Series 2026A Insurance Policy.
(a) The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Insured Series 2026A Bonds remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the Property. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the Property, the appraised value of the Property shall not be less than the greater of: (i) if such Bonds are then subject to redemption, the principal and interest components of the Bonds outstanding through the date of their redemption; or (ii) if such Bonds are not then subject to redemption, the amount necessary to defease such Bonds to the first available redemption date in accordance with the Indenture.
(b) The Lessee (under this Lease Agreement) and the Lessor (under the Ground Lease) shall not have the right to terminate those agreements for default by the respective counterparties.
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(c) So long as any Insured Series 2026A Bonds remain outstanding and the Series 2026A Insurer shall not have defaulted under the Series 2026A Insurance Policy, the City agrees to pay, or reimburse the Series 2026A Insurer, as Additional Payments for the use and occupancy of the Property (subject to the provisions of Sections 3.04, 3.06 and 7.01 of the 2024 Lease Agreement), any and all charges, fees, costs and expenses that the Series 2026A Insurer may reasonably pay or incur in connection with: (i) the administration, enforcement, defense or preservation of any rights or security in any of the Related Documents; (ii) the pursuit of any remedies under any Related Document or otherwise afforded by law or equity; (iii) any amendment, waiver or other action with respect to, or related to any Related Document whether or not executed or completed; or (iv) any litigation or other dispute in connection with any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Series 2026A Insurer to honor its obligations under the Series 2026A Insurance Policy. The Series 2026A Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of any Related Document.
Section 5.07 Execution. This First Amendment to Lease Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same First Amendment to Lease Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the Authority and the City have caused this First Amendment to Lease Agreement to be executed by their respective officers thereunto 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
4918-7932-8969v9/022432-0051
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
4918-7932-8969v9/022432-0051
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
4918-7932-8969v9/022432-0051 A-1
EXHIBIT A
DESCRIPTION OF THE PROPERTY
Real property in the City of Moreno Valley, County of Riverside, State of California, described as follows:
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)
4918-7932-8969v9/022432-0051 B-1
EXHIBIT B
BASE RENTAL PAYMENT SCHEDULE
I. TOTAL BASE RENTAL PAYMENTS
Interest Payment Date*
Principal
Component
Interest
Component
Total
Base Rental
* Base Rental Payments to be made no later than the Base Rental Deposit Date preceding each Interest Payment Date. 4918-7932-8969v9/022432-0051 B-2
Interest Payment Date*
Principal
Component
Interest
Component
Total
Base Rental
4918-7932-8969v9/022432-0051 B-3
II. COMPONENTS OF THE TOTAL BASE RENTAL PAYMENTS
For illustrative purposes only, the components of the Base Rental Payments attributable to the Series 2024A Bonds and the Series 2026A Bonds.
Series 2024A Bonds
Interest Payment Date*
Principal
Component
Interest
Component
Total
Base Rental
11/1/2024 $ 1,750,000 $ 259,250 $ 2,009,250
5/1/2025 - 505,250 505,250
11/1/2025 1,425,000 505,250 1,930,250
5/1/2026 - 469,625 469,625
11/1/2026 1,485,000 469,625 1,954,625
5/1/2027 - 432,500 432,500
11/1/2027 1,570,000 432,500 2,002,500
5/1/2028 - 393,250 393,250
11/1/2028 1,645,000 393,250 2,038,250
5/1/2029 - 352,125 352,125
11/1/2029 1,725,000 352,125 2,077,125
5/1/2030 - 309,000 309,000
11/1/2030 1,815,000 309,000 2,124,000
5/1/2031 - 263,625 263,625
11/1/2031 1,910,000 263,625 2,173,625
5/1/2032 - 215,875 215,875
11/1/2032 2,000,000 215,875 2,215,875
5/1/2033 - 165,875 165,875
11/1/2033 2,100,000 165,875 2,265,875
5/1/2034 - 113,375 113,375
11/1/2034 2,210,000 113,375 2,323,375
5/1/2035 - 58,125 58,125
11/1/2035 2,325,000 58,125 2,383,125
Total $21,960,000 $6,816,500 $ 28,776,500
* Base Rental Payments to be made no later than the Base Rental Deposit Date preceding each Interest Payment Date.
4918-7932-8969v9/022432-0051 B-4
Series 2026A Bonds
Interest Payment Date
Principal
Component
Interest
Component
Total
Base Rental
4918-7932-8969v9/022432-0051 B-5
Interest Payment Date
Principal
Component
Interest
Component
Total
Base Rental
4918-7932-8969v9/022432-0051 C-1
EXHIBIT C
DESCRIPTION OF 2026 PROJECT
Public Safety Campus Project