RESOLUTION NO. _______
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RIVERSIDE, CALIFORNIA, AUTHORIZING AN AMENDMENT TO THE 2012 CONVENTION CENTER LEASE AGREEMENT AND RELATED DOCUMENTS AND AUTHORIZING OTHER MATTERS RELATING THERETO WHEREAS, the City of Riverside (the “City”) previously entered into a Lease and Option to Purchase Agreement, dated as of July 1, 2012, with Compass Mortgage Corporation (the predecessor-in-interest to PNC NCNVINV, INC., a subsidiary of PNC Bank, National Association) (the “Lender”), as amended by a First Amendment to Lease and Option to Purchase Agreement, dated as of March 1, 2014 (collectively, the “Lease”), in connection with the financing of the acquisition, site improvement and construction of a new convention center and appurtenant facilities; and WHEREAS, the City’s payments under the Lease include a variable rate component that is based on the LIBOR index; and WHEREAS, the LIBOR index is expected to be discontinued before the expiration of the Lease; and WHEREAS, the City desires to amend the Lease to reflect the selection of a successor index upon which the variable rate component of the Lease will be based; and WHEREAS, pursuant to Section 34 of the Lease, the Lease may be amended by written agreement entered into between the City and the Lender; and WHEREAS, the City desires to enter into a Second Amendment to Lease and Option to Purchase Agreement (the “Second Amendment”) in order to incorporate LIBOR hardwired replacement provisions; NOW, THEREFORE, THE CITY COUNCIL DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows:
Section 1. Amendment to Reimbursement Agreement. The proposed form of the Second Amendment, a copy of which has been provided to the City Council, is hereby approved. The Mayor, the Chief Financial Officer/Treasurer and the City Manager (the “Authorized Representatives”) are each hereby authorized, empowered and directed, severally, for and on behalf of the City, to execute and deliver the Second Amendment, substantially in the form provided to the City Council, with such changes therein, deletions therefrom and additions thereto (including, but not limited to changes, deletions and additions as may be required by a bond rating agency) as such Authorized Representative shall approve, such approval to be conclusively evidenced by the execution and delivery of the Amendment.
Section 2. Further Action. The Authorized Officers (or any duly authorized designee of any of such officers) are each hereby authorized, empowered and directed to execute such other documents in addition to those enumerated herein and to take such other actions as each deems necessary or advisable in order to consummate the amendment of the Lease, the incorporation of provisions in the Lease relating to a successor to LIBOR and otherwise to give effect to and comply with the terms and intent of this Resolution and the actions herein authorized or contemplated, including, without limitation, any supplement to the Tax Certificate and the ISDA Master Agreement and Schedule to ISDA Master Agreement, each dated July 18, 2012, entered into by the City in connection with the Lease, and such actions previously taken by such officers are hereby ratified and confirmed.
Section 3. Effective Date of Resolution. This Resolution shall take effect upon the approval of a majority of the members of the City Council.
ADOPTED by the City Council this 28th day of February, 2023.
PATRICIA LOCK DAWSON
Mayor of the City of Riverside
ATTEST:
DONESIA GAUSE
City Clerk of the City of Riverside
I, Donesia Gause, City Clerk of the City of Riverside, California, hereby certify that the foregoing resolution was duly and regularly adopted by the City Council of said City at its meeting held on the 28th day of February, 2023, by the following vote, to wit:
Ayes:
Noes:
Absent:
Abstain:
IN WITNESS WHEREOF I have hereunto set my hand and affixed the official seal of the City of Riverside, California, this _____ day of ___________, 2023.
DONESIA GAUSE
City Clerk of the City of Riverside
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