Wednesday, September 3, 2025
3:00 PM
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
Special Meeting
Ord. No.1973 Reso. No. 2025-087
Grover W. Taylor Council Chambers
Special City Council Meeting
Acquanetta Warren - Mayor
Peter A. Garcia - Mayor Pro Tem
John B. Roberts - Council Member
Jesus "Jesse" Sandoval - Council Member
Phillip Cothran - Council Member
Germaine McClellan Key - City Clerk
Janet Koehler-Brooks, City Treasurer
1 Special City Council Meeting Special Meeting September 3, 2025 Welcome to a meeting of the Fontana City Council.
Welcome to a meeting of the Fontana City Council. Meetings are held at the Grover W. Taylor Council Chambers 8353 Sierra Avenue Fontana, CA 92335. To address the Council, please fill out a card located at the entrance to the right indicating your desire to speak on either a specific agenda item or under Public Communications and give it to the City Clerk. Your name will be called when it is your turn to speak. In compliance with Americans with Disabilities Act of 1990 (42 USC § 12132), the Council Chambers is wheelchair accessible, and a portable microphone is available. Upon request, this agenda will be made available in appropriate alternative forms to persons with disabilities, as required by Section 12132 of the Americans with Disabilities Act of 1990. Any person with a disability who requires accommodation to participate in a meeting should direct such a request to the City Clerk ’s Office at ( 909) 350-7602 at least 48 hours before the meeting, if possible. Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection at the City Clerk’s Office.
Para traducción en Español, comuniquese con la oficina,“City Clerk” al (909) 350-7602.
The City of Fontana is committed to ensuring a safe and secure environment for its residents to engage with the government. No oversized bags or backpacks (size limit of 14”x14”x6”) will be allowed inside the Council Chambers. All bags are subject to search. Face masks are prohibited in the Council Chambers, but clear masks will be provided upon request to accommodate individuals with medical needs, ensuring their safety and well-being. Before entering the Council Chambers, you may be subject to a metal detector screening. The City Manager retains the discretion to grant any exemptions. Fontana aims to provide safe buildings for our community members, employees, and visitors.
CALL TO ORDER/ROLL CALL:
A. Call To Order/Roll Call:
INVOCATION/PLEDGE OF ALLEGIANCE:
A. Invocation/Pledge of Allegiance:
PUBLIC COMMUNICATIONS:
This is an opportunity for members of the public to address the City Council for up to three ( 3) minutes total on items either on the Agenda or items not on the Agenda, but within the City Council's jurisdiction. Note that Public Hearing items have individual and specific public input opportunities during the public hearing and testimony on those items will only be taken during the public hearing. The Council is prohibited by law from discussing or taking immediate action on non-agendized items. The Mayor and City Council reserve the right to adjust this time limit based on the number of speakers who wish to address the Mayor and City Council.
A. Public Communications
CONSENT CALENDAR:
2 Special City Council Meeting Special Meeting September 3, 2025 All matters listed under CONSENT CALENDAR will be enacted by one motion in the form listed below. There will be no separate discussion on these items prior to the time Council votes on them, unless a member of the Council requests a specific item be removed from the Consent Calendar for discussion.
A. Second Amendment to the Disposition and Development
Agreement between the City of Fontana, Fontana Housing
Authority and Fontana Courtplace I Housing Partners, L.P. 25-0491
Acting as the City Council and the Housing Authority Board of Directors, jointly adopt Resolution No. 2025-087 and Resolution No. HA 2025-003 entitled: “A
JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,
CALIFORNIA AND THE HOUSING AUTHORITY OF THE CITY OF FONTANA,
APPROVING, PURSUANT TO A PREVIOUSLY ADOPTED MITIGATED
NEGATIVE DECLARATION AND MITIGATION, MONITORING, AND
REPORTING PROGRAM, A SECOND AMENDMENT TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT BETWEEN THE FONTANA HOUSING
AUTHORITY, CITY OF FONTANA AND FONTANA COURTPLACE I HOUSING PARTNERS, L.P.; AND DIRECTING STAFF TO FILE A NOTICE OF DETERMINATION.
Attachment No. 1- Joint Resolution Approving Second
Amendment to Courtplace DDA-c1.docx
Attachment No. 2- Fontana Courtplace I_ Second Amendment to DDA (60202227).docx
Attachment No. 3 - FCP1 - 2nd Amd Updated Exhibit D -
Preliminary Project Budgetv2.pdf
Attachments:
Approve Consent Calendar Items as recommended by staff.
CITY MANAGER COMMUNICATIONS:
A. City Manager Communications
ELECTED OFFICIALS COMMUNICATIONS/REPORTS:
A. Elected Officials Communications/Reports
ADJOURNMENT:
A. Adjournment
Adjourn to the next Regular City Council Meeting on September 9, 2025 at 2:00 p.m. in the Grover W. Taylor Council Chambers located at 8353 Sierra Avenue, Fontana, California.
3 City of Fontana
Action Report
Special City Council Meeting
8353 Sierra Avenue
Fontana, CA 92335
File #: 25-0491 Agenda Date: 9/3/2025
Agenda #: A. Category: Consent Calendar
FROM:
Housing
SUBJECT:
Second Amendment to the Disposition and Development Agreement between the City of Fontana, Fontana Housing Authority and Fontana Courtplace I Housing Partners, L.P.
RECOMMENDATION:
Acting as the City Council and the Housing Authority Board of Directors, jointly adopt Resolution No. 2025-087 and Resolution No. HA 2025-003 entitled: “A JOINT RESOLUTION OF THE CITY
COUNCIL OF THE CITY OF FONTANA, CALIFORNIA AND THE HOUSING AUTHORITY OF THE
CITY OF FONTANA, APPROVING, PURSUANT TO A PREVIOUSLY ADOPTED MITIGATED
NEGATIVE DECLARATION AND MITIGATION, MONITORING, AND REPORTING PROGRAM, A
SECOND AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN
THE FONTANA HOUSING AUTHORITY, CITY OF FONTANA AND FONTANA COURTPLACE I HOUSING PARTNERS, L.P.; AND DIRECTING STAFF TO FILE A NOTICE OF DETERMINATION.
COUNCIL GOALS:
· Provide a diverse range of housing types and levels of affordability while addressing homelessness in the community by construction of affordable high-quality multi-family housing.
DISCUSSION:
The Fontana Housing Authority entered into an Exclusive Negotiating Agreement (ENA) with the Related Companies of California and LaBarge Industries in January 2020. The ENA set forth the general guidelines that would be the basis of negotiations for a Disposition and Development Agreement that would define the terms of the funding and development of approximately 4.78 acres of city owned land as an affordable housing community that would include up to 100 units. As the ENA was amended, and throughout the entitlement period, the scope of the project was refined to include a 106 unit, two phase development. The City of Fontana and the Fontana Housing Authority (collectively, the "City") entered into a Disposition and Development Agreement (“Phase1 DDA”)with Fontana Courtplace I Housing Partners, L.P. ("Fontana Courtplace") on November 15, 2023, for the development of Phase 1 of the project, a 50-unit affordable family-apartment housing community.
Phase 1 encompasses 1.94 acres of the 4.78 project site, which is located on Sierra Avenue, generally between Santa Ana Avenue to the north and Jurupa Avenue to the south. The Phase 1 DDA was subsequently amended on February 1, 2025. This second amendment reflects the current status of the project and the necessary adjustments to facilitate its financing and development of Phase 1.
If this second amendment is approved and executed, upon confirmation of award of funding via the 4% Tax Credit application, the Parties’will begin to negotiate the terms of the Phase 2 DDA, which is City of Fontana Printed on 9/2/2025Page 1 of 3
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Agenda #: A. Category: Consent Calendar
4% Tax Credit application, the Parties’will begin to negotiate the terms of the Phase 2 DDA, which is currently projected to include an additional 56 affordable apartment units and require a separate funding commitment of up to $5,000,000.
This second amendment changes the Phase 1 DDA to accommodate the project's financing and development needs and introduces the following changes:
· City Subordinate Loan (Section 2 & 4): The definition and purpose of the City Subordinate Loan are amended to specify a total principal amount of $10,837,692.16 in gap financing and $2,800,000.00 in acquisition financing.
· Financing Commitments (Section 3): Fontana Courtplace is granted the right to apply for 4% Tax Credits in the third round of 2025 and the first round of 2026. The amendment provides for a "meet and confer" process between Fontana Courtplace, City Manager, and Executive Director to discuss alternative financing if these applications are unsuccessful. It also reiterates the City's right to terminate the DDA with 30 days' written notice if tax credit applications or approved alternatives are not successful. · Funding Sources (Section 5): The amendment details the specific funding sources for the City's loan, which include:
⦁ Federal HOME (FY 2018-23 + PI) Funds: $2,700,000.00
1 Affordable Housing Trust Fund (Development Impact Fees): $3,337,692.16 2 General Funds: $4,800,000.00
· Preliminary Project Budget (Section 6): The existing Preliminary Project Budget (Exhibit D) is replaced with a new budget attached as Schedule 1.
· Regulatory Agreement (Section 7): The Regulatory Agreement (Exhibit L) is amended to remove all references to "Affordable Rent for 40% of Median Income Tenants" and establish a new, specific unit mix for the affordable units as follows:
⦁ 5 units for families at 30% of Median Income (0 one-bedroom, 3 two-bedroom, 2 three- bedroom).
⦁ 20 units for families at 50% of Median Income (7 one-bedroom, 13 two-bedroom). ⦁ 24 units for families at 60% of Median Income (13 two-bedroom, 11 three-bedroom). ⦁ Maintain one manager's unit (two-bedroom).
· Unit Mix (Section 8): The City Manager is given the authority to enter into future amendments to the Original Agreement, as modified by this Amendment, to change the unit mix of the Project, including changes to income and rent restrictions contained in the Regulatory Agreement.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
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Agenda #: A. Category: Consent Calendar
Pursuant to the California Environmental Quality Act (Pub. Res. Code §§ 21000, et seq.) (CEQA), and the State CEQA Guidelines (14 Cal. Code Regs. §§ 15000, et seq.) the City determined that a Mitigated Negative Declaration (“MND”) be prepared in order to analyze all potential adverse environmental impacts of proposed multi-level residential affordable apartment buildings with associated green space, community gathering areas, vehicle parking, landscaping, and security fencing on approximately 4.8-acres of land (“CourtplaceProject”).The City prepared and adopted the Courtplace Project MND for the Courtplace Project on November 1, 2022 (SCH#: 2022100111) and approved a Mitigation Monitoring and Reporting Program for the Project. Under the MND, the Property and the Project are Phase 1 of the Courtplace Project.
Pursuant to CEQA, when taking subsequent discretionary action in furtherance of a project for which an MND has been adopted, the lead agency is required to review any changed circumstances to determine whether any of the circumstances under the Public Resources Code section 21166 and State CEQA Guidelines section 15162 require additional environmental review. Staff evaluated this Resolution approving the Second DDA Amendment in light of the standards for subsequent environmental review outlined in Public Resources Code section 21166, State CEQA Guidelines section 15162 and City of Fontana’s 2019 Local Guidelines for Implementing CEQA.
In connection with this Resolution approving the Second DDA Amendment and the City Council’sand Authority Board’sreview of the Courtplace Project MND, staff recommends that the City Council and the Authority Board independently review all the prior environmental documentation prepared for the Courtplace Project, exercise their independent judgment, and make the determination that the Courtplace Project MND fully analyzed and with the adoption of the Mitigation and Monitoring Reporting Program, mitigated all potentially significant environmental impacts, if any, that would result from the Resolution approving the Second DDA Amendment, and therefore, no subsequent EIR or mitigated negative declaration is required.
FISCAL IMPACT:
The fiscal impact associated with the approval of this item as a result of the City Subordinate Loan being amended specifies a total principal amount of $10,837,692.16 in gap financing to be funded by Federal HOME Funds of $2.7 million, Affordable Housing Trust Fund Development Impact Fees of $3.3 million, and $4.8 million by the City’sGeneral Fund for acquisition financing ($2.8 million) and gap financing ($2.0 million). Funding for the additional $2.8 million is not included in the adopted budget but will be made available in fund 601 and included in the 2025-26 First Quarter Budget Status Report.
MOTION:
Approve staff recommendation.
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CITY COUNCIL RESOLUTION NO. 2025-087
FONTANA HOUSING AUTHORITY RESOLUTION NO. 2025-003
A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FONTANA,
CALIFORNIA, AND THE HOUSING AUTHORITY OF THE CITY OF FONTANA,
APPROVING, PURSUANT TO A PREVIOUSLY ADOPTED MITIGATED
NEGATIVE DECLARATION AND MITIGATION, MONITORING, AND
REPORTING PROGRAM , A SECOND AMENDMENT TO THE DISPOSITION
AND DEVELOPMENT AGREEMENT BETWEEN T HE FONTANA HOU SING
AUTHORITY, CITY OF FONTANA, AND FONTANA COURTPLACE I HOUSING PARTNERS, L.P. ; AND DIRECTING STAFF TO FILE A NOTICE OF
DETERMINATION
WHEREAS, the City of Fontana (“City”) owns certain real property consisting of 1.94 acres of unimproved land located on Sierra Avenue, between Santa Ana Avenue to the north and Jurupa Avenue to the south (“Property”); and
WHEREAS, the City has no use for the Property and desires to sell it to Fontana Courtplace I Housing Partners, L.P., a California limited partnership (“Purchaser”) for the construction of a 50 unit affordable family-apartment housing project (“Project”); and
WHEREAS, Purchaser, the City, and the Fontana Housing Authority (“Authority”) negotiated a disposition and development agreement (“DDA” ) under which the City agreed , subject to the terms and conditions provided therein, to convey the Property to Purchaser for the construction of the Project; and
WHEREAS, on Oct ober 24, 2023, the City Council : (1) determined that the Property qualified as “exempt surplus land” under the Surplus Land Act pursuant to Government Code section 54221(f)(1)(A); (2) declared the City’s intent to sell the Property to Purchaser in accordance with the DDA; and (3) set a public hearing for November 14, 2023, to consider any protests to the City’s conveyance of the Property. Following a public hearing held on November 14, 2023, the City Council and the Authority’s Board of Directors (“Authority Board”) approved the DDA and authorized the City Manager and the Authority’s Executive Director to execute the same.
Collectively, the foregoing satisfied the City’s Surplus Land Act and Government Code section 37420 et seq. obligations in connection with its disposition of the Property for the Project; and
WHEREAS, the DDA contemplates that the Project’s financing will come from multiple funding sources, including equity raised by the sale of federal (and, if applicable, state) low income tax credits (“Tax Credits”), a senior loan issued from a reputable intuitional lender, a loan from the City to Partnership consisting of $6,037,692.16 in gap financing and $2,800,000.00 in acquisition financing (“City Subordinate Loan”), and a loan from the Authority to Partnership consisting of $5,262,307.84 in gap financing (“Authority Subordinate Loan”); and
WHEREAS, under the DDA, the City’s obligations to convey the Property to Partnership and fund the City Subordinate Loan, and the Authority’s obligation to fund the Authority Subordinate Loan, are subject to numerous conditions precedent, including the Project receiving a Tax Credit allocation from the California Tax Credit Allocation Committee (“CTCAC”); and
WHEREAS, affordable housing projects throughout California compete for a limited amount of Tax Credits. Obtaining a Tax Credit allocation from CTCAC is competitive and projects are often unsuccessful; and
7 CC Resolution No. 2025-087/FHA Resolution No. 2025-003
WHEREAS, w hen the DDA was approved, Purchaser maintains that the Project was competitive based on previous projects that received T ax Credit allocations from CTCAC.
Competition has since increased, and the Project did not receive a Tax Credit allocation in CTCAC’s most recent funding round (2024 Round 2); and
WHEREAS, Purchaser, the City, and the Authority desire d to increase the Project’s competitiveness for a Tax Credit allocation from CTCAC. Among the ways to do so was increasing the amount of financial assistance provided to the Project; and
WHEREAS, with the abov e in mind, the City agreed to increase the City Subordinate Loan’s gap financing amount by $2,000,000.00, for a new gap financing loan amount consisting of $8,037,692.16; and
WHEREAS, on February 1, 2025, the Authority, the City, an d Purchaser negotiated the first amendment to the DDA to memorialize the terms and conditions governing the increased City Subordinate Loan amount and clarified the deadline by which Purchaser must obtain a Tax Credit allocation from CTCAC; and
WHEREAS, the Authority, the City, and Purchaser have negotiated a second amendment to the DDA (“Second DDA Amendment”) which, among other things, increases the amount of the City Subordinate Loan to $10,837,692.16 in gap financing and $ 2,800,000 in acquisition financing; provides for the right to apply for additional rounds of tax credits; amends the unit mix; and grants the City Manager the authority to approve future changes to the unit mix; and
WHEREAS, pursuant to the California Environmental Quality Act (Pub. Res. Code §§ 21000 et seq.) (“CEQA”), and the State CEQA Guidelines (14 Cal. Code Regs. §§ 15000 et seq.) the City determined that a Mitigated Negative Declaration (“MND”) be prepared in order to analyze all potential adv erse environmental impacts of proposed multi -level res idential affordable apartment buildings with associated green space, community gathering areas, vehicle parking, landscaping, and security fencing on the approximately 4.8 -acres of land (“Courtplace Project”); and
WHEREAS, the City prepared and adopted t he Courtplace Project MND for the Courtplace Project on November 1, 2022 (SCH #: 2022100111) and approved a Mitigation Monitoring and Reporting Program for the Project. Under the MND, the Property and the Project are Phase I of the Courtplace Project; and
WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an MND has been adopted, the lead agency is required to review any changed circumstances to determine whether any of the circumsta nces under Public Resources Code section 21166 and State CEQA Guidelines section 15162 require additional environmental review; and
WHEREAS, staff evaluated this Resolution approving the Second DDA Amendment in light of the standards for subsequent enviro nmental review outlined in Public Resources Code section 21166, State CEQA Guidelines section 15162 and City of Fontana’s 2019 Local Guidelines for Implementing CEQA; and
WHEREAS, in connection with this Resolution approving the Second DDA Amendment and the City Council’s and the Authority Board’s review of the Courtplace Project MND, the City 8 CC Resolution No. 2025-087/FHA Resolution No. 2025-003
Council and the Authority Board have independently reviewed all the prior environmental documentation prepared for the Courtplace Project, and have exercised th eir independent judgment in making the determination that the Courtplace Project MND fully analyzed and mitigated, all potentially significant environmental impacts, if any, that would result from the Resolution approving the Second DDA Amendment , and ther efore, no subsequent EIR or mitigated negative declaration is required; and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FONTANA, CALIFORNIA,
AND THE HOUSING AUTHORITY OF THE CITY FONTANA DO HEREBY RESOLVE AS FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are true and correct and are incorporated herein and made an operative part of this Resolution.
Section 2. CEQA Findings. The City Council and the Authority Board have reviewed and considered the Courtplace Project MND and the Mitigation, Mo nitoring, and Reporting Program, pursuant State CEQA Guidelines Sections 15162 and 15164 along with the City of Fontana’s 2019 Local Guideline s for Implementing CEQA, and have independently determined that the Courtplace Project MND fully analyzed and with the adoption of the Mitigation and Monitoring Reporting Program, mitigated all potentially significant environmental impacts, if any, that would result from this Resolution approving the Second DDA Amendment, and therefore, no subsequent EIR or mitigated negative declaration is required.
Section 3. Approval. The City Council and the Authority Board hereby approve the Second DDA Amendment attached hereto as Exhibit “A” and incorporated herein by reference.
The City Council and the Authority Board authorize the City Manager and the Executive Director, respectively, in consultation with the City Attorney, to take all necessary actions to effectuate the execution of the Second DDA Amendment, and make any minor revisions to the documents necessary to effectuate the intent of the parties.
Section 4. Notice of Exemption. Staff is hereby directed to prepare, execute and file with the San Bernardino County Clerk a Notice of Determination within five working days of the approval of this Resolution.
Section 5. Custodian of Documents. The custodian of documents constituting the record of proceedings for this matter i s the City Clerk. The documents constituting the record of proceedings are located at City Hall at 8353 Sierra Avenue, Fontana, CA 92335.
Section 6. Severability. If any provision of this Resolution is held invalid by a court of competent jurisdiction, the remainder of this Resolution shall not be affected by such invalidity, and the provisions of this Resolution are severable.
Section 7. Effective Date. This Resolution is effective immediately upon adoption .
The Second DDA Amendment takes effect as provided therein.
The City Clerk of the City of Fontana shall certify as to the adoption of this Resolution.
9 CC Resolution No. 2025-087/FHA Resolution No. 2025-003
APPROVED AND ADOPTED this 3rd day of September 2025.
READ AND APPROVED AS TO LEGAL FORM:
_____________________________________
City Attorney
Authority Special Counsel
I, Germaine Key, City Clerk of the City of Fontana, and Ex-Officio Clerk of the City Council and Secretary of the Fontana Housing Authority , do hereby certify that the foregoing resolution is the actual resolution duly and re gularly adopted by the City Council and Fontana Housing Authority at a regular meeting on the 3rd day of September 2025, by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________________
City Clerk of the City of Fontana
Secretary of the Fontana Housing Authority
_____________________________________
Mayor of the City of Fontana
_____________________________________
Chairperson of the Fontana Housing Authority
ATTEST:
_______________________________
City Clerk
Secretary of the Fontana Housing Authority
.
10 CC Resolution No. 2025-087/FHA Resolution No. 2025-003
11 CC Resolution No. 2025-087/FHA Resolution No. 2025-003
EXHIBIT “A”
SECOND DDA AMENDMENT
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60202227.2
SECOND AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
This Second Amendment to Disposition and Development Agreement (the “Amendment”), is made and entered into as of August 1, 2025, by and between Fontana Housing Authority, a public body, corporate and politic (the “Authority”), the City of Fontana, California, a municipal corporation (the “City”), and Fontana Courtplace I Housing Partners, L.P., a California limited partnership. (the “Partnership”). The Authority, the City, and the Partnership are collectively the “Parties.” The Parties have entered into this Amendment with reference to the following:
R E C I T A L S:
A. WHEREAS, the Parties entered into that certain Disposition and Development Agreement dated November 15, 2023 (the “2023 DDA”), as amended by that certain First Amendment to Disposition and Development Agreement dated as February 1, 2025 (the “First Amendment,” and collectively with the 2023 DDA, the “Original Agreement”); and B. WHEREAS, the Parties desire to amend the Original Agreement as set forth in this Amendment.
A G R E E M E N T:
1. Original Agreement. Except as amended hereby, the Original Agreement remains unmodified and in full force and effect. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement.
2. City Subordinate Loan. The definition of “City Subordinate Loan” in Section 1.1.13 of the 2023 DDA, as amended by the First Amendment, is hereby deleted in its entirety and replaced with the following:
“1.1.13 “City Subordinate Loan” means the loan to be made to the Partnership pursuant to Section 11.5 consisting of Ten Million Eight Hundred Thirty Seven Thousand Six Hundred Ninety Two Dollars and Sixteen Cents ($10,837,692.16) in gap financing and Two Million Eight Hundred Thousand Dollars ($2,800,000.00) in acquisition financing.”
3. Financing Commitments. Notwithstanding anything to the contrary contained in Section 6.4 of the 2023 DDA, as amended by the First Amendment, the Partnership shall have the right to apply for 4% Tax Credits in the third round of 2025 and first round of 2026. After submission of the foregoing two rounds of 4% Tax Credits, if the Partnership has not been awarded credits, the Partnership, City Manager and Executive Director may meet and confer to discuss alternative financing options for the project. If the efforts to obtain Tax Credits during the permitted successive rounds of 4% Tax Credits, or approved alternative, applications are not successful for any reason, the City Manager or Executive Director may terminate the Original Agreement by providing 30 days written notice to the Partnership as set forth in Section 6.4 of the 2023 DDA.
4. City Loan Amount and Purpose. Section 11.5 of the 2023 DDA, as amended by the First Amendment, is hereby deleted in its entirety and is replaced with the following:
“11.5 City Loan Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to loan to Partnership, the City Subordinate Loan in the principal amount of Ten Million Eight Hundred Thirty Seven Thousand Six Hundred Ninety Two 13 2
60202227.2
Dollars and Sixteen Cents ($10,837,692.16) in gap financing and Two Million Eight Hundred Thousand Dollars ($2,800,000.00) land loan which City Subordinate Loan shall close (i.e., the City Subordinate Loan Deed of Trust shall record in the Official Records and the undisbursed gap financing portion of the City Subordinate Loan shall, subject to Section 15, be disbursed to the Construction Lender) concurrently with the Construction Loan Closing (the “City Subordinate Loan Closing”).
5. City Loan Note, and Deed of Trust. Section 11.6 of the 2023 DDA, as amended by the First Amendment, is hereby deleted in its entirety and is replaced with the following:
“11.6 City Loan Note, and Deed of Trust.
11.6.1 The City Subordinate Loan shall be evidenced by the City Subordinate Loan Note and shall be secured by the City Subordinate Loan Deed of Trust.
11.6.2 Funding Sources. The City has identified the following funding sources to be applied to this Project:
(A) Federal HOME (FY 2018-23 + PI) Funds: $2,700,000.00; (B) Affordable Housing Trust Fund (Development Impact Fees):
$3,337,692.16; and
(C) General Funds: $4,800,000.00.”
6. Exhibit D; Preliminary Project Budget. The Preliminary Project Budget attached as Exhibit D to the 2023 DDA, as amended by the First Amendment, is hereby deleted in its entirety and replaced with the budget attached hereto as Schedule 1.
7. Exhibit L; Regulatory Agreement. The Regulatory Agreement attached as Exhibit D to the 2023 DDA, is hereby amended as follows;
(a) Section 8.1.3 – “Affordable Rent for 40% of Median Income Tenants” is hereby deleted.
(b) Section 8.1.12 – “40% of Median Income Tenants” is hereby deleted. (c) Section 8.2.1 is hereby deleted in its entirety and replaced with the following:
“8.2.1 Affordable Unit Mix (City Units). As hereinafter more particularly provided, Developer shall use the Property and the Improvements as multi-family rental housing and ancillary purposes as follows:
A. 5 of the Units shall be leased to families who are 30% of Median Income Tenants at Affordable Rent for 30% of Median Income Tenants, of which 0 of said units shall be a one-bedroom unit, 3 shall be two-bedroom units, and 2 shall be three-bedroom units; B. 20 of the Units shall be leased to families who are 50% of Median Income Tenants at Affordable Rent for 50% of Median Income Tenants, of which 7 of said units shall be a one-bedroom unit, and 13 shall be two-bedroom units;
14 3
60202227.2
C. 24 of the Units shall be leased to families who are 60% of Median Income Tenants at Affordable Rent for 60% of Median Income Tenants, of which 13 shall be two-bedroom units, and 11 shall be three-bedroom units; and
D. one manager’s unit which shall be a two-bedroom unit.”
8. Unit Mix. The City Manager shall have the authority, on behalf of the City, to enter into amendments to the Original Agreement, as modified by this Amendment, which change the unit mix of the Project, including, without limitation, amendments changing the income and rent restrictions contained in the Regulatory Agreement.
9. Applicable Law. This Amendment shall be construed and enforced in accordance with the laws of the State of California.
10. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all Parties hereto, notwithstanding that all the Parties shall not have signed the same counterpart.
11. Severability of Provisions. Each provision of this Amendment shall be considered severable, and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Amendment is determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those provisions of this Amendment which are valid.
12. Amendment Binding. This Amendment shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives and permitted successors and assigns of the Parties hereto. Except as amended hereby, the Original Agreement remains unchanged and in full force and effect and the Parties hereto hereby ratify and reaffirm the terms of the Original Agreement as amended hereby.
13. Effective Date. This Amendment is dated August 1, 2025, for reference purposes only. This Amendment shall not become effective until the date on which all of the following are true: (a) this Amendment is approved and executed by the appropriate authorities of the Partnership; (b) following all legally required notices and hearings, this Amendment is approved by the City Council and the Authority Board; and (c) this Amendment is executed by the City Manager and the Executive Director.
(signatures begin on following page)
15 4
60202227.2
IN WITNESS WHEREOF , the Parties have duly executed this Amendment by their duly authorized signatories effective on or as of the date written at the commencement of this Amendment.
AUTHORITY:
FONTANA HOUSING AUTHORITY,
a public body, corporate and politic
By: ___________________________________
Matthew C. Ballantyne, Executive Director
Attest By:
By: _________________________
Germaine Key, Authority Clerk
CITY
CITY OF FONTANA, CA
a California municipal corporation
By: __________________________________
Matthew C. Ballantyne, City Manager
Attest By:
By: _________________________
Germaine Key, City Clerk
Approved as to form:
Best, Best & Krieger, LLP
By: _________________________
Ruben Duran, Esq.
City Attorney
(signatures continue on following page)
16 1
60202227.2
PARTNERSHIP
FONTANA COURTPLACE I HOUSING PARTNERS, L.P.,
a California limited partnership
By: Related/Fontana Courtplace I Development Co., LLC,
a California limited liability company, its administrative general partner By: ________________________________
Frank Cardone, President
By: FFAH V Fontana Courtplace I, LLC,
a California limited liability company,
its managing general partner
By: Foundation for Affordable Housing V, Inc.,
a California nonprofit public benefit corporation, its managing general partner
By: _________________________________
Melissa Vincent, Vice President
By: LBI Southridge Fontana LLC,
a California limited liability company, its co-general partner By: LaBarge Industries, LLC,
a Delaware limited liability company, its sole member
By: ________________________________
Josh LaBarge, President
17 1
60202227.2
Schedule 1
Exhibit D – Preliminary Project Budget
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18 50 units
Budget
ACQUISITION COSTS
Purchase Price 2,800,000$
TOTAL ACQUISITION COSTS 2,800,000$
PROFESSIONAL FEES
Architecture & Engineering 2,200,000$
Other Professional / Consulting 700,000$
TOTAL PROFESSIONAL FEES 2,900,000$
FEES AND PERMITS
City/County Fees and Permits 1,900,000$
Utility Fees/Costs 700,000$
TOTAL FEES AND PERMITS 2,600,000$
CONSTRUCTION COSTS
Offsite Improvements 280,358$
Site Improvements 3,432,371$
Residential Structures (Community Building Included) 13,278,471$ Contractor Contingency 679,648$
General Conditions 1,019,472$
Contractor Overhead 540,320$
Contractor Profit 900,534$
Contractor Insurance 194,515$
Construction Contingency 1,016,285$
Construction Management 215,000$
TOTAL CONSTRUCTION COSTS 21,556,974$
FINANCING COSTS
Gap Loan Costs 25,000$
Construction Loan Costs 150,000$
Construction Loan Fees 91,000$
Construction Period Interest 771,000$
Post-Construction Interest 290,000$
Permanent Loan Costs 50,000$
Permanent Loan Fees 25,999$
Bond Issuance Costs 350,000$
TCAC Fees 51,500$
Misc. Finance Costs 50,000$
TOTAL FINANCING COSTS 1,854,499$
OTHER COSTS
Furnishings, Fixtures & Equipment 300,000$
Marketing Costs 200,000$
Legal Fees 400,000$
Soft Cost Contingency 82,303$
Accounting / Audit / Insurance 426,000$
Permanently Deferred Developer Fee 1,798,000$
Cash Developer Fees 2,500,000$
Other Costs / Reserves 155,934$
Market Study 14,500$
TOTAL OTHER COSTS 5,876,737$
TOTAL DEVELOPMENT COSTS 37,588,210$
EXHIBIT "D"
PRELIMINARY PROJECT BUDGET
19 50 Units
Budget
RENTING
Advertising 450$
Misc. Renting 1,250$
TOTAL RENTING 1,700$
ADMINISTRATION
Office 1,300$
Legal 1,600$
Audit 15,000$
Telephone/Computer 15,000$
Tenant Relations 800$
Misc. Administrative 4,500$
TOTAL ADMINISTRATION 38,200$
MANAGEMENT FEE
Contract Management 42,000$
TOTAL MANAGEMENT 42,000$
OPERATING
Electricity 429$
Water 23,724$
Gas -$
Sewer 17,851$
Exterminating 1,000$
Rubbish Removal 12,180$
Misc. Operating 1,500$
TOTAL OPERATING 56,684$
MAINTENANCE
Security 1,700$
Grounds 14,000$
Repairs 3,500$
Elevator -$
Misc. Maintenance 7,500$
TOTAL MAINTENANCE 26,700$
SALARIES AND BENEFITS
Office Salaries 52,740$
Maintenance Salaries 58,240$
Payroll Taxes and Benefits 30,160$
TOTAL SALARIES AND BENEFITS 141,140$
TAXES AND INSURANCE
Real Estate Taxes 1,500$
Business Taxes and Licenses 1,276$
Insurance 50,000$
TOTAL TAXES AND INSURANCE 52,776$
RESERVES AND OTHER EXPENSES
Replacement Reserves 15,000$
Social Programs 22,800$
TOTAL RESERVES AND OTHER COSTS 37,800$
TOTAL OPERATING EXPENSES 397,000$
EXHIBIT "D"
PRELIMINARY OPERATING EXPENSES
20 Construction Sources and Uses
Construction Sources
Tax Exempt Construction Loan 8,938,318$
Taxable Construction Loan 5,008,837$
Tax Credit Equity 1,422,121$
Residual Receipts Loan (Fontana Housing Authority) 5,262,308$ Residual Receipts Loan (City of Fontana) 10,837,692$
Land Acquisition Loan (City of Fontana) 2,800,000$
Land Acquisition Loan (City of Fontana) - Accrued Interest 15,000$ Residual Receipts Loan (City of Fontana) - Accrued Interest 53,000$ Residual Receipts Loan (Fontana Housing Authority) - Accrued Interest 26,000$ Deferred Developer Fee 3,048,000$
Deferred Operating Deficit Reserve 155,934$
Deferred TCAC Monitoring Fees 21,000$
Total Construction Sources 37,588,210$
Construction Uses
Total Development Cost 37,588,210$
Amount Over/(Under) -$
Permanent Sources and Uses
Permanent Sources
Tax Credit Equity 14,221,210$
Permanent Financing 2,575,000$
Residual Receipts Loan (Fontana Housing Authority) 5,262,308$ Residual Receipts Loan (City of Fontana) 10,837,692$
Land Acquisition Loan (City of Fontana) 2,800,000$
Land Acquisition Loan (City of Fontana) - Accrued Interest 15,000$ Residual Receipts Loan (City of Fontana) - Accrued Interest 53,000$ Residual Receipts Loan (Fontana Housing Authority) - Accrued Interest 26,000$ Deferred Developer Fee 1,798,000$
Total Permanent Sources 37,588,210$
Uses
Total Development Cost 37,588,210$
Amount Over/(Under) -$
EXHIBIT "D"
SOURCES AND USES OF FUNDS
21 Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
INCOME
Gross Rental Income 700,776 721,799 743,453 765,757 788,730 812,391 836,763 861,866 887,722 914,354 941,784 970,038 999,139 1,029,113 1,059,987 Laundry Income 3,600 3,708 3,819 3,934 4,052 4,173 4,299 4,428 4,560 4,697 4,838 4,983 5,133 5,287 5,445 Vacancy @ 5.0% (35,219) (36,275) (37,364) (38,485) (39,639) (40,828) (42,053) (43,315) (44,614) (45,953) (47,331) (48,751) (50,214) (51,720) (53,272) EFFECTIVE GROSS INCOME 669,157 689,232 709,909 731,206 753,142 775,737 799,009 822,979 847,668 873,098 899,291 926,270 954,058 982,680 1,012,160
EXPENSES
Administrative (38,200) (39,346) (40,526) (41,742) (42,994) (44,284) (45,613) (46,981) (48,391) (49,842) (51,338) (52,878) (54,464) (56,098) (57,781) Management Fee (42,000) (43,260) (44,558) (45,895) (47,271) (48,690) (50,150) (51,655) (53,204) (54,800) (56,444) (58,138) (59,882) (61,678) (63,529) Operating (56,684) (58,385) (60,136) (61,940) (63,798) (65,712) (67,684) (69,714) (71,806) (73,960) (76,179) (78,464) (80,818) (83,242) (85,740) Maintenance (26,700) (27,501) (28,326) (29,176) (30,051) (30,953) (31,881) (32,838) (33,823) (34,837) (35,883) (36,959) (38,068) (39,210) (40,386) Salaries (141,140) (145,374) (149,735) (154,227) (158,854) (163,620) (168,529) (173,584) (178,792) (184,156) (189,680) (195,371) (201,232) (207,269) (213,487) Taxes (escalated at 2.00%) (2,776) (2,832) (2,888) (2,946) (3,005) (3,065) (3,126) (3,189) (3,253) (3,318) (3,384) (3,452) (3,521) (3,591) (3,663) Insurance (50,000) (51,500) (53,045) (54,636) (56,275) (57,964) (59,703) (61,494) (63,339) (65,239) (67,196) (69,212) (71,288) (73,427) (75,629) Renting (1,700) (1,751) (1,804) (1,858) (1,913) (1,971) (2,030) (2,091) (2,154) (2,218) (2,285) (2,353) (2,424) (2,497) (2,571) Social Programs (22,800) (23,484) (24,189) (24,914) (25,662) (26,431) (27,224) (28,041) (28,882) (29,749) (30,641) (31,561) (32,507) (33,483) (34,487) Replacement Reserves (15,000) (15,000) (15,000) (15,000) (15,000) (16,500) (16,500) (16,500) (16,500) (16,500) (18,150) (18,150) (18,150) (18,150) (18,150) TOTAL OPERATING EXPENSES (397,000) (408,432) (420,207) (432,334) (444,825) (459,189) (472,440) (486,086) (500,142) (514,619) (531,179) (546,536) (562,353) (578,644) (595,423) NET OPERATING INCOME 272,157 280,800 289,702 298,872 308,318 316,547 326,569 336,893 347,526 358,479 368,112 379,734 391,705 404,036 416,737
DEBT SERVICE
Permanent Financing (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) (226,733) Cash Flow After Debt Service 45,424 54,066 62,969 72,139 81,584 89,814 99,836 110,159 120,793 131,746 141,379 153,000 164,972 177,302 190,004 SLP Fee (5,000) (5,150) (5,305) (5,464) (5,628) (5,796) (5,970) (6,149) (6,334) (6,524) (6,720) (6,921) (7,129) (7,343) (7,563) Partnership Administration Fee (30,000) (30,900) (31,827) (32,782) (33,765) (34,778) (35,822) (36,896) (38,003) (39,143) (40,317) (41,527) (42,773) (44,056) (45,378) Cash Flow After Fees 10,424 18,016 25,837 33,893 42,191 49,239 58,044 67,114 76,456 86,079 94,342 104,552 115,070 125,904 137,063 Less: Payment From Available Cash Flow (10,424) (18,016) (25,837) (33,893) (42,191) (49,239) (58,044) (67,114) (76,456) (86,079) (94,342) (104,552) (115,070) (125,904) (137,063) Net Cash Flow After Developer Fee Repayment 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 EXHIBIT "D"
15 YEAR CASH FLOW PROJECTIONS
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