RESOLUTION NO._____
RESOLUTION OF THE RIALTO HOUSING AUTHORITY AUTHORIZING CERTAIN MODIFICATIONS TO THE RESIDUAL RECEIPTS LOAN RELATING TO CITRUS GROVE AFFORDABLE HOUSING PROJECT, APPROVING THE FORM OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH INCLUDING A MODIFICATION TO LOAN DOCUMENTS AND RELEASE OF OPTION AGREEMENT; SECOND AMENDMENT TO REGULATORY AGREEMENT; AFFORDABLE HOUSING LOAN AGREEMENT, PROMISSORY NOTE, DEED OF TRUST, ASSIGNMENT OF DEPOSIT ACCOUNT, AND SUBORDINATION AGREEMENT; AND AUTHORIZING ACTIONS AND EXECUTION OF DOCUMENTS RELATED THERETO WHEREAS, the Rialto Housing Authority (the Housing Authority”) entered into that certain Affordable Housing Agreement dated as of February 1, 2005, as amended by that certain First Supplement to Affordable Housing Agreement, dated August 1, 2006 (as amended, the “AHA”), pursuant to which, among other things, the Housing Authority agreed to sell to Southern California Housing Development Corporation, a California nonprofit public benefit corporation (“SoCal”), the predecessor-in-interest to Inland Valley Housing Partners, L.P., a California limited partnership (the "Borrower"), certain units of affordable housing located at 1432 North Willow Avenue, Rialto, California the City of Rialto, County of San Bernardino (the “Property”), and to provide a loan in the original principal amount of $14,754,722 (the “Residual Receipts Loan”) to enable SoCal to finance or refinance the acquisition, rehabilitation and development of a multifamily rental housing project located at the Property; and WHEREAS, SoCal assigned the AHA to the Borrower in accordance with that certain Assignment and Assumption Agreement dated as of August 1, 2006 (the “Assignment”), the Housing Authority and Borrower entered into an Option Agreement dated as of August 1, 2006 (the “Option Agreement”); and WHEREAS, the Residual Receipts Loan was evidenced by a promissory note (the “Note”) executed by Borrower in favor of the Housing Authority dated August 1, 2006, and secured by a Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Deed of Trust”), dated August 1, 2006, and recorded against the Property; and WHEREAS, the Residual Receipts Loan is subject to the terms and conditions of a Regulatory Agreement, dated August 1, 2006, as amended by that certain First Amendment to Regulatory Agreement dated as of May 1, 2008 (as amended, “Regulatory Agreement”), each by and between the Housing Authority and the Borrower and recorded against the Property; and WHEREAS, the Borrower or its affiliates desires to rehabilitate and renovate the Property through the use of tax-exempt financing and tax credits (the “Project”); and WHEREAS, on December 6, 2023, the Borrower was awarded an allocation or 4% tax credits from the California Tax Credit Allocation Committee with a requirement to close by March 17, 2025; and WHEREAS, the Borrower has been advised that to accomplish such financing the overall debt secured by the Property may not exceed the current appraised value of the Property; and WHEREAS, to accommodate the financing of Borrower and move forward with the Project, the Borrower or its affiliates has requested the Housing Authority to modify the Residual Receipts Loan (the “Modified Residual Receipts Loan”) through, among other things, the forgiveness of a portion of the Residual Receipts Loan, the mandatory retirement of the Modified Residual Receipts Loan with the repayment proceeds funding a new permanent loan to the Borrower or its affiliates on substantially similar terms as the Modified Residual Receipts Loan (the “New Residual Receipts Loan”); and WHEREAS, there has been presented to the Board of Directors (the “Board) of the Housing Authority forms of certain documents to effectuate the requested modifications to the Residual Receipts Loan; and WHEREAS, the Board has duly considered the requested modifications to the Residual Receipts Loan and wishes at this time to approve the modification; and WHEREAS, the Board delegates authority to City Manager and/or designee to execute all related documents including non-substantive modifications as necessary to effectuate the execution of all documents; and NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE RIALTO HOUSING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Approval of the Requested Modification of the Residual Receipts Loan. The Board hereby approves the Modified Residual Receipt Loan, including the forgiveness of $13,913,212 of amounts due and owing under the Note, resulting in a new note (the “Modified Note”) with principal amount of $8,064,951, modifying the interest rate from 3% to estimated 4.86%, and the mandatory retirement of the Modified Note as set forth in the Modification to Loan Documents and Release of Option Agreement (the “Modification Agreement”) and the Regulatory Agreement, as amended by the Second Amendment to the Regulatory Agreement, and all other matters as set forth in the Modification Agreement.
Approval of the Modification Agreement. The Board hereby approves the Modification Agreement in substantially the form on file with the Secretary of the Housing Authority and presented to the Board at this meeting. The Chairperson, Vice-Chairperson, Executive Director, Interim Executive Director or Treasurer of the Authority, or their individual designee, or any member of the Board (each, a “Responsible Officer”), are each hereby authorized to execute the Modification Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the Second Amendment to the Regulatory Agreement. The Board hereby approves the Second Amendment to the Regulatory Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Second Amendment to the Regulatory Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the New Residual Receipts Loan. The Board hereby approves the use of the repayment proceeds of the Modified Note to fund a new permanent loan in the amount of $8,064,951 to Borrower (“New Residual Receipts Loan”) with substantially similar terms to the Modified Residual Loan, as set forth in the Affordable Housing Loan Agreement (“New AHA”), the Promissory Note (“New Note”), and the Regulatory Agreement, as amended Approval of New AHA. The Board hereby approves the New AHA in substantially the form on file with the Secretary of the Housing Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the New AHA in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the New Note. The Board hereby approves the New Note to be funded from the payment proceeds of the Modified Note, in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the New Note in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the New Deed of Trust. The Board hereby approves the Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Deed of Trust”) to secure the New Note and the obligations of the, in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Deed of Trust in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the Assignment of Deposit Account. The Board hereby approves the Assignment of Deposit Account in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Assignment of Deposit Account in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Approval of the Subordination Agreement. The Board hereby approves the Subordination Agreement in substantially the form on file with the Secretary of the Authority and presented to the Board at this meeting. Any Responsible Officer is hereby authorized to execute the Subordination Agreement in substantially such form, with such revisions, amendments and completions as shall be approved by a Responsible Officer, with the advice of Authority Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.
Official Actions. The Responsible Officers, the Secretary and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all other actions, including the execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, deem necessary or advisable to consummate the transactions as described herein.
Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
Secretary Certification. The Secretary shall certify to the adoption of this Resolution. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the Secretary pursuant to this Resolution may be performed by a Deputy Secretary with the same force and effect as if performed by the Secretary hereunder. \\\\
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PASSED APPROVED AND ADOPTED this 11th day of February, 2025. _______________________________
Joe Baca, Chairperson
ATTEST:
______________________________
BARBARA McGEE, Secretary
APPROVED AS TO FORM:
______________________________
ERIC VAIL, Authority Counsel
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss
CITY OF RIALTO )
I, Barbara McGee, Secretary of the Rialto Housing Authority, do hereby certify that the foregoing Resolution No.____ was duly passed and adopted at a regular meeting of the Board of Directors of the Rialto Housing Authority held on the 11th day of February, 2025.
Upon motion of Director ____________, seconded by Director ____________, the foregoing Resolution No. ____ was duly passed and adopted.
Vote on the motion:
AYES:
NOES:
ABSENT:
IN WITNESS WHEREOF, I have hereunto set my hand and the Official Seal of the City of Rialto this 14th day of November, 2023. ____________________________________
BARBARA McGEE, SECRETARY
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