HomeMy WebLinkAboutReso 53-2025 (25-483)
144\324\3181971.1
1
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this “First Amendment”) is entered into
effective as of __________, 2025 (“Effective Date”) by and between the City of South San
Francisco, a municipal corporation (the "City") and 1051 Mission Affordable LLC, a California
limited liability company public benefit corporation ("Borrower"). The City and Borrower are
hereinafter collectively referred to as the “Parties.”
RECITALS
A. Capitalized Terms not otherwise defined in this First Amendment will have the meaning set
forth in the Original Loan Agreement.
B. The City and BRIDGE Housing Corporation (“BRIDGE”) entered into that certain Loan
Agreement dated January 27, 2022 pursuant to which City provided a predevelopment loan
in the amount of Two Million and No/100 Dollars ($2,000,000.00) (the “Original Loan”)
using Commercial Linkage Fee monies in the Affordable Housing Assets Fund (the
“Original Loan Agreement”), with respect to the development of the Project on the
Property. Bridge also executed a Promissory Note in favor of the City, evidencing the
Original Loan (the “Original Note”). The Original Loan Agreement and Original Note were
later assigned by BRIDGE to Borrower pursuant to that certain Assignment and Assumption
of City Loan Documents dated December 1, 2022 (the “Assignment Agreement”).
C. In December 2022, Borrower acquired the Property. Concurrently with Borrower’s
acquisition of the Property, Borrower and the City entered into an Affordable Housing
Regulatory Agreement and Declaration of Restrictive Covenants dated December 1, 2022
(the "Original Regulatory Agreement"), which was recorded as Series No. 2022-087487 in
the Official Records. The Borrower also executed and recorded a Deed of Trust, Security
Agreement and Fixture Filing dated December 1, 2022 and recorded on December 22, 2022
as Series No. 2022-087488 in the Official Records (the “Original Deed of Trust”).
D. The City was awarded 2021 Local Housing Trust Funds (the “LHTF Funds”) by the State of
California, made available by the Veterans and Affordable Housing Bond Act of 2018
(Proposition 1), adopted by voters on November 6, 2018 and pursuant to California Health
and Safety Code Section 50842.2 and Section 50843.5(a), the Local Housing Trust Fund
Final 2020 Guidelines dated April 2020 (the “Guidelines”) and the May 3, 2021 Notice of
Funding Opportunity. The City’s award of LHTF is evidenced by Standard Agreement No.
21-LHTFCOM-16929 dated August 30, 2022.
E. The City now desires to provide Two Million Three Hundred Sixty Two Thousand Five
Hundred Dollars ($2,362,500) in the LHTF Funds to Borrower (the “New LHTF Loan”) and
an additional Three Hundred Sixty Two Thousand Five Hundred Dollars ($362,500) from
the City’s Affordable Housing Assets Fund, which holds funds generated by the City’s
Commercial Linkage Fee (the “New Linkage Fee Loan”). The Original City Loan and the
New Linkage Fee Loan are the local matching funds required by Section 104 of the
Guidelines.
144\324\3181971.1
2
F. Through this First Amendment, Borrower and the City desire to amend the Original Loan
Agreement to also reflect the New LHTF Loan and the New Linkage Fee Loan for a total
City Loan of Four Million Seven Hundred Twenty Five Thousand Dollars ($4,725,000).
G. Concurrently with the execution of this First Amendment, Borrower will execute a new
promissory note, in the form attached as Exhibit A, for the benefit of the City, in the amount
of Three Hundred Sixty Two Thousand Five Hundred Dollars ($362,500) (the “New
Linkage Fee Note”) The New Linkage Fee Note will evidence the New Linkage Fee Loan.
Borrower will also execute a new promissory note, in the form attached as Exhibit B, for the
benefit of the City, in the amount of Two Million Three Hundred Sixty Two Thousand Five
Hundred Dollars ($2,362,500) (the “New LHTF Note”). In addition, the Borrower will
execute and record an amendment to the Original Regulatory Agreement, in the form
attached as Exhibit C, to reflect the requirements of the LHTF Funds (the “Regulatory
Agreement Amendment”) and an amendment to the Original Deed of Trust, in the form
attached as Exhibit D, to evidence the New Loan (the “Deed of Trust Amendment”).
NOW THEREFORE, in consideration of their mutual undertakings and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. All terms, conditions and provisions in the Original Loan Agreement remain in full force and
effect. If there is a conflict between the terms of this First Amendment and the Original Loan
Agreement, the terms of the Original Loan Agreement will control unless specifically
modified by this First Amendment.
2. Section 1.1.1 is added to the Original Loan Agreement to state the following:
1.1.1 New Linkage Fee Loan and New LHTF Loan.
As of the date of the First Amendment, the City has fully disbursed the Original Loan
pursuant to the Original Loan Agreement. Through the First Amendment, the City
agrees to make the New Linkage Fee Loan and the New LHTF Loan, and Borrower
agrees to accept the same, upon the terms and conditions and for the purposes set
forth in the Original Loan Agreement as amended by the First Amendment. The New
Linkage Fee Loan shall be evidenced by the New Linkage Fee Note. The New LHTF
Loan shall be evidenced by the New LHTF Note.
3. Section 1.2 of the Original Loan Agreement is hereby amended in its entirety as follows:
1.2 Interest; Maturity Date. Interest shall accrue on the Loan at a rate of one-tenth of a
percent (0.1%) simple interest per annum for so long as Borrower is not in default
under, (a) this Agreement, (b) the Note, (c) the Regulatory Agreement (collectively,
the "Loan Obligations"). Otherwise, the Loan shall accrue interest at the Default Rate,
as set forth in the Note, until such default is cured. Subject to Section 1.3, the
outstanding balance of the Note will be due and payable on January 27, 2028 (the
"Maturity Date"), provided, however, that if Borrower has made good faith efforts to
apply for financing for the Project and obtain any remaining governmental approvals
144\324\3181971.1
3
for the Project, the Maturity Date may be extended in three (3) year increments for up
to a total of six (6) years, as such extensions may be approved at the discretion of the
City Manager. At the close of construction period financing, the Loan Agreement shall
be Amended and Restated to extend the Maturity Date to a term of fifty-five years
from the date of issuance of the last certificate of occupancy or equivalent certification
provided for the Units by the City's building official; provided, however, that if such
date cannot be established, the Maturity Date shall be the fifty-seventh (57th)
anniversary of the Effective Date. If the California Department of Housing and
Community Development ("HCD") is a lender to the Project, at conversion to
permanent financing, the parties will extend to the Maturity Date to match the maturity
date of the HCD financing.
2 Section 1.3 of the Original Loan Agreement is revised in part, to reflect this First
Amendment, the New Linkage Fee Note and the New LFTH Note, to state the following:
1.3 Termination for Infeasibility; Forgiveness.
If any of the following circumstances arises, and no Borrower Event of Default has
occurred and is ongoing, Borrower may terminate this Agreement, as amended, by
giving notice to the City prior to the Maturity Date, and the City shall forgive all sums
due under the Original Note, the New Linkage Fee Note and the New LHTF Note, as
such terms as defined in the First Amendment:
. . . .
3 References to Agreement, Loan and Loan Obligation. All references to “Agreement” in
the Original Agreement shall mean the Agreement, as amended. References to “Loan” in
Sections 1.4 through 1.8, Sections 3.2 and 3.3 and Articles 4 and 5 of the Original
Agreement and references to “Loan” in this First Amendment shall mean, collectively, the
Original Loan, the New Linkage Fee Loan and the New LHTF Loan for a total Loan whose
principal amount is equal to Four Million Seven Hundred Twenty Five Thousand Dollars
($4,725,000). References to “Loan Obligations” in Sections 4.1, 4.2 and 5.15 of the
Original Agreement and in this First Amendment shall mean the Original Agreement, as
amended (b) the Original Note, the New Linkage Fee Note and the New LHTF Note, and
(c) the Regulatory Agreement, as amended.
4 Predevelopment Budget. An updated Predevelopment Budget, as referenced under Section
1.4 (Use of Loan Proceeds) of the Original Loan Agreement, is attached as Exhibit E to this
First Amendment.
5 Additional Conditions to Disbursement. In addition to the disbursement conditions set forth
in Section 1.6 of the Original Agreement, the City’s obligation to disburse the New
Linkage Fee Loan and the New LHTF Loan is conditioned upon Borrower’s (a) execution
of the New Linkage Fee Note and the New LHTF Note; (b) execution and recordation of
the Regulatory Agreement Amendment and the Deed of Trust Amendment in the Official
Records.
144\324\3181971.1
4
6 Section 5.3 of the Original Loan Agreement is amended to updated Borrower’s Address as
follows:
BRIDGE Housing Corporation
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
Email: [email protected]
7 Miscellaneous.
7.1 Section 5.7 of the Original Loan Agreement is amended in its entirety to state as follows:
5.7 Modifications for Lenders and Investors.
The City Manager is authorized to execute amendments to this First Amendment, the
New Linkage Fee Note, the New LHTF Note, the Regulatory Agreement Amendment
and the Deed of Trust Amendment, as may be reasonably requested by Project lenders
and investors.
7.2 Counterparts. In accordance with Section 5.16 of the Original Loan Agreement, this
First Amendment may be executed in multiple counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument.
7.3 Electronic Signature. In accordance with Section 5.17 of the Original Loan Agreement,
the Parties may deliver executed copies of this First Amendment to each other by
electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any
such signature delivered shall be deemed to have been duly and validly delivered and be
valid and effective for all purposes. No party may raise the use of any image
transmission device or method or the fact that any signature was transmitted as an image
as a defense to the enforcement of this First Amendment.
SIGNATURES ON FOLLOWING PAGE.
144\324\3181971.1
5
IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first
written above.
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: _______________________________
Name: _______________________________
City Manager
ATTEST:
By: ___________________________
City Clerk
APPROVED AS TO FORM:
By: ___________________________
City Attorney
BORROWER:
1051 MISSION AFFORDABLE LLC
a California limited liability company
By: BRIDGE Housing Corporation, its sole member
By: _______________________________
Sierra Atilano, Chief Real Estate Officer
A–1
144\324\3181971.1
Exhibit A
New Linkage Fee Note
1
144\324\3971882.1
PROMISSORY NOTE
(New Linkage Fee Note)
$362,500 South San Francisco, California
_________, 2025
FOR VALUE RECEIVED, the undersigned, 1051 Mission Affordable LLC, a California
limited liability company (“Debtor” or “Borrower”), promises to pay to the City of South San
Francisco, a municipal corporation (“Holder” or “City”), at 400 Grand Avenue, South San
Francisco, California 94080, or any other place designated in writing by Holder to Debtor, in
lawful money of the United States a principal sum not to exceed THREE HUNDRED SIXTY
TWO THOUSAND FIVE HUNDRED DOLLARS ($362,500) (“Loan”), together with interest
on the outstanding principal balance pursuant to the loan agreement described in Paragraph 1
below and in accordance with the terms and conditions described herein. Capitalized terms used
but not defined herein shall have the same meaning as set forth in the Loan Agreement dated
January 27, 2022 between the City and BRIDGE Housing Corporation, as assigned to Borrower
pursuant to that certain Assignment of City Loan Documents dated December 1, 2022 and as
amended by that certain First Amendment to Loan Agreement dated evenly herewith
(collectively, the “Loan Agreement”).
1. Loan. This Promissory Note (New Linkage Fee Note) (“Note”) has been
executed and delivered pursuant to the Loan Agreement, which details the terms and conditions
under which Holder agrees to lend to Debtor and Debtor agrees to borrow up to $362,500 in
Commercial Linkage Fee monies in the Affordable Housing Assets Fund to fund certain
predevelopment costs associated with the Project. The rights and obligations of Debtor under
this Note shall be governed by the Loan Agreement and by the terms set forth in this Note.
2. Payment Terms.
(a) Term. The Maturity Date is _________, 2028. If Borrower has made
good faith efforts to apply for financing for the Project and obtain any remaining governmental
approvals for the Project, the Maturity Date may be extended in two (2) additional three (3) year
increments, as such extensions may be approved at the discretion of the City Manager. At the
close of construction period financing (the “Construction Date”), the Maturity Date shall be
extended to a term of fifty-five years from the date of issuance of the last certificate of
occupancy or equivalent certification provided for the Units by the City’s building official;
provided, however, that if such date cannot be established, the Maturity Date shall be the fifty-
seventh (57th) anniversary of the Construction Date. If the California Department of Housing
and Community Development (“HCD”) is a lender to the Project, at conversion to permanent
financing, the parties will extend to the Maturity Date to match the maturity date of the HCD
financing.
(b) Interest Rate. Except as provided under Section 8, the outstanding
principal balance of the Loan shall accrue interest at one-tenth of a percent (0.1%) per annum on
the unpaid principal outstanding from time to time commencing on the date of initial
disbursement of the proceeds of such Loan and continuing through the date that all indebtedness
and other amounts payable under this Note are paid in full.
2
144\324\3971882.1
3. Terms of Payment.
(a) Place and Manner of Payment. Payment shall be made in lawful money of
the United States at Holder’s address for notices set forth in Section 11 hereof, or to any other
addresses as Holder may hereafter designate, in accordance with Section 11.
(b) Repayment. The entire outstanding principal, together with interest
accrued thereon shall be due and repaid not later than the Maturity Date.
(c) Lawful Interest. Notwithstanding any other provisions of this Note, or any
instrument securing the obligations of Debtor under this Note, if, for any reason whatsoever, the
payment of any sums by Debtor pursuant to the terms of this Note would result in the payment of
interest which would exceed the amount that Holder may legally charge under the laws of the
State of California, then the amount by which payment exceeds the lawful interest rate shall
automatically be deducted from the principal balance owing on this Note, so that in no event
shall Debtor be obligated under the terms of this Note to pay any interest which would exceed
the lawful rate.
(d) Prepayment. Any portion of the outstanding principal balance due under
this Note may be prepaid at any time, and from time to time, without penalty or premium. Any
prepayment must be accompanied by interest accrued but unpaid to the date of prepayment.
4. Termination for Infeasibility. If any of the following circumstances arises, no
Event of Default (as defined under this Note) has occurred and is ongoing, and Borrower has
properly terminated the Loan Agreement for infeasibility (as provided for under the Loan
Agreement), then the Holder shall forgive all sums due under the Note:
(a) Borrower is unable to acquire the Property despite commercially reasonable
efforts under the conditions specified in section 1.3 of the Loan Agreement;
(b) Borrower or its assignee (including Borrower or an affiliate thereof) is excused
from acquiring the Property under the conditions specified in section 1.3 of the Loan Agreement;
(c) Borrower does not receive additional land use, planning, environmental, or
building approvals required for the development of the Project, despite Borrower’s good faith
efforts to obtain such approval; or
(d) Borrower is unable to obtain financing necessary to construct the Project despite
Borrower’s timely and good faith efforts to obtain such financing, that may include but is not
limited to IIG, AHSC, MHP, tax credits, bonds, conventional mortgages or low-income housing
tax credit equity, or philanthropic sources.
5. Security.
(a) Assignment. As security for the Loan, Debtor assigns its rights under the
Collateral, as defined below (the “Assignment”). The Assignment shall become effective upon
3
144\324\3971882.1
the occurrence of an Event of Default or Termination for Infeasibility. The Holder shall have no
obligation under the Collateral unless it expressly agrees in writing to be bound thereby. If the
Assignment shall become effective, the Holder may use the Collateral for any purposes for
which Debtor could have made use of the same in the development of the Project. Debtor shall
cooperate with the Holder in the implementation of its rights under the Assignment, and shall
immediately deposit the Collateral with the Holder if the Assignment becomes effective. As
used herein, the term “Collateral” includes the following: All architectural designs, construction,
engineering, surveying, and consulting contracts, and any and all amendments, modifications,
supplements, addenda and general conditions thereto heretofore or hereafter entered into by
Debtor and any contractor or consultant pertaining to development of the Project; all plans and
specifications, surveys, shop drawings, working drawings, reports, studies, amendments,
modifications, changes, supplements, general conditions, addenda and work product thereto
heretofore or hereafter prepared by Debtor or any contractor or consultant pertaining to
development of the Project; all land use approvals, conditional use permits, building permits and
other governmental entitlements and approvals of any nature obtained for the Project; and all
financing applications or other applications and all other tangible documents, except those of a
proprietary or confidential nature, pertaining to development of the Project.
(b) Deed of Trust. In addition to the Assignment this Note shall be secured by
the Deed of Trust, Security Agreement and Fixture Filing by Borrower for the benefit of City,
dated December 1, 2022 and recorded on December 22, 2022 as Series No. 2022-087488 in the
Official Records, as such Deed of Trust is amended by that certain Amendment to Deed of Trust
by Borrower for the benefit of the City dated and recorded substantially concurrently herewith
(collectively, the “Deed of Trust”. The Deed of Trust shall be subordinate to Debtor’s private
financing for acquisition of the Property and construction of the Project, and to any HCD
documents if required by HCD’s regulations and guidelines.
6. Events of Default. The occurrence of any one or more of the following events
shall constitute an event of default (“Event of Default”) under the Note:
(a) Unless the Loan is forgiven pursuant to the terms of the Loan Agreement,
Debtor fails to pay any amount due under the Note, and such failure continues for thirty (30)
days after the Holder notifies Debtor thereof in writing.
(b) Any of Debtor’s representations or warranties contained in the Loan
Agreement, or made by Debtor in connection with the execution and delivery of the Loan
Agreement or in any certificate furnished pursuant hereto, or in connection with any request for
disbursement of Loan proceeds, shall prove to have been incorrect when made in any material
respect.
(c) Debtor fails to use Loan proceeds in accordance with the Loan Agreement
or fails to use Loan proceeds in accordance with Debtor’s request for disbursement.
(d) Pursuant to or within the meaning of the United States Bankruptcy Code
or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”),
Debtor, (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for
relief against Debtor in an involuntary case; (iii) consents to the appointment of a trustee,
4
144\324\3971882.1
receiver, assignee, liquidator or similar official for Debtor; (iv) makes an assignment for the
benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.
(e) A court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that, (i) is for relief against Debtor in an involuntary case, (ii) appoints a trustee,
receiver, assignee, liquidator or similar official for Debtor or substantially all of such entity’s
assets, (iii) orders the liquidation of Debtor, or (iv) issues or levies a judgment, writ, warrant of
attachment or similar process against the Property or the Project, and in each case the order or
decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its
issuance.
(f) Debtor fails to maintain insurance as required pursuant to any of the Loan
Obligations, and Debtor fails to cure such default within ten (10) days.
(g) Debtor defaults in the performance of any term, provision, covenant or
agreement contained in the Loan Obligations, and unless a shorter cure period is specified for
such default, the default continues for thirty (30) days after the date upon which the Holder shall
have given written notice of the default to Debtor; provided, however, that in the case of a
nonmonetary default that is not susceptible of cure within thirty (30) days, an Event of Default
shall not arise hereunder if Debtor commences to cure the default within thirty (30) days and
thereafter prosecutes the curing of such default to completion with due diligence and in good
faith, but in no event longer than one hundred twenty (120) days from the receipt of notice of
default.
7. No Waiver or Consent. The failure by Holder to assert its rights upon the
occurrence of an Event of Default, or the waiver by Holder of its rights upon any Event of
Default, shall not constitute a consent to or waiver of Holder’s rights with respect to any other
Event of Default.
8. Default Interest. Upon the occurrence of any Event of Default, the interest rate on
the sums as to which Debtor is in Default (including principal, if Holder has elected to declare it
immediately due and payable) shall be the lower of (i) Ten Percent (10%) per annum, or (ii) the
highest rate then allowed by law, commencing as of the date of the Default until paid in full, or
until the Default as been cured, whichever is applicable.
9. Remedies. Upon the occurrence of any Event of Default, in addition to its other
rights in this Note, the Deed of Trust and the Loan Agreement, at law, or in equity, Holder may
exercise any one or more of the following rights and remedies without prior demand:
(a) Acceleration. Holder may declare the entire unpaid principal balance of
the Note together with all accrued interest thereon, and all other sums owing to Holder
immediately due and payable; or
(b) Proceed as Authorized at Law or in Equity. Holder may proceed as
authorized at law or in equity with respect to the Event of Default, and in connection with that,
pursue any and all other remedies available under law to enforce the terms of this Note.
5
144\324\3971882.1
10. Debtor’s Waivers.
(a) Additional Security. Debtor expressly agrees that Holder may accept
further security for this Note, all without in any way affecting the obligations of Debtor under
this Note.
(b) Original Liability. No extension of time for payment of this Note or any
installment hereof made by agreement by Holder with any person now or hereafter liable for the
payment of this Note shall operate to release, discharge, modify, change or affect the original
liability of Debtor under this Note, either in whole or in part.
(c) Obligations Absolute. The obligations of Debtor under this Note shall be
absolute and Debtor waives any and all rights to offset, deduct or withhold any payments or
charges due under this Note for any reasons whatsoever.
(d) Waivers. Debtor hereby waives (i) any notice of default or delinquency in
addition to any notice expressly required by this Note; (ii) notice of acceleration; (iii) any notice
of nonpayment in addition to any notice required by this Note; (iv) notice of costs, expenses,
losses and interest thereon; (v) notice of interest on interest and late fees; (vi) diligence in taking
any action to collect any sums owing under the Note or in proceeding against any of the rights
and interest in and to properties securing payment of the Note; and (vii) presentment for
payment, demand, protest, and notices of dishonor and/or protest.
11. Holder Forbearance. No waiver of any breach, default or failure of condition
under the terms of this Note, the Loan Agreement, Deed of Trust, Regulatory Agreement, or the
obligations secured thereby, shall be implied from any failure of Holder to take, or any delay by
Holder in taking, action with respect to such breach, default or failure or from any previous
waiver of any similar or unrelated breach, default or failure; and a waiver of any term of this
Note or the Loan Agreement must be made in writing and shall be limited to the express written
terms of such waiver.
12. Notice. Except as may be otherwise specified herein, any approval, notice,
direction, consent, request or other action by Holder shall be in writing and must be
communicated to Debtor at the address of the Property, or at such other place or places as Debtor
shall designate to Holder in writing, from time to time, for the receipt of communications from
Holder. Mailed notices shall be deemed delivered and received five (5) working days after
deposit in the United States mails in accordance with this provision.
City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
Debtor: BRIDGE Housing Corporation
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
6
144\324\3971882.1
13. Miscellaneous Provisions.
(a) Successors and Assigns. This Note (i) may not be assigned by Debtor
without Holder’s written consent, (ii) can be assigned by Holder, at its sole option, and (iii) shall
be binding on all successors and assigns of Holder and Debtor.
(b) Attorneys’ Fees. If Holder elects to employ any of the remedies available
to it in connection with any Event of Default, Debtor shall pay all reasonable costs and expenses
incurred by or on behalf of Holder including, without limitation, reasonable attorneys’ fees,
incurred in connection with the Holder’s enforcement of this Note and the exercise of any or all
of its rights and remedies.
(c) Severability. If a court of competent jurisdiction finds any provisions of
this Note invalid or unenforceable, the remaining provisions shall not in any way be affected or
impaired thereby, and all other provisions of this Note shall remain in full force and effect.
(d) Time. Time is of the essence in the performance of the terms and
conditions of this Note.
(e) Governing Law. The laws of the State of California shall govern this
Note.
(f) Amendment. This Note may not be changed orally, but only by an
amendment in writing signed by Debtor and approved by Holder.
(g) Headings. The headings within this Note are for the purpose of reference
only and shall not limit or otherwise affect any of the terms of the Note.
(h) Assumptions. The Loan, including this Note, may not be assumed in
whole or in part without the prior written consent of Holder, which consent shall be given or
withheld at the sole discretion of Holder. Holder may condition its consent to an assumption of
the Loan on the satisfaction of conditions reasonably required by Holder at the time of the
assumption. Conditions may include, but not be limited to, Holder’s satisfaction, in its sole
discretion, with the proposed assuming party’s ability to meet the Loan obligations, the payment
of an assumption fee and reimbursement of Holder’s fees and costs incurred by reason of the
assumption.
(i) Electronic Signature. Debtor may deliver the executed version of this Note
by electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any such
signature delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes. No party may raise the use of any image transmission device or
method or the fact that any signature was transmitted as an image as a defense to the
enforcement of this Note.
7
144\324\3971882.1
Executed this Note on _________, 2025.
DEBTOR:
1051 MISSION AFFORDABLE LLC
a California limited liability company
By: BRIDGE Housing Corporation, its sole member
By: _______________________________
Sierra Atilano, Chief Real Estate Officer
B–1
144\324\3181971.1
EXHIBIT B
New LHTF Note
1
144\324\3971883.1
144\324\3971883.1
PROMISSORY NOTE
(New LHTF Note)
$2,362,500 South San Francisco, California
_________, 2025
FOR VALUE RECEIVED, the undersigned, 1051 Mission Affordable LLC, a California
limited liability company (“Debtor” or “Borrower”), promises to pay to the City of South San
Francisco, a municipal corporation (“Holder” or “City”), at 400 Grand Avenue, South San
Francisco, California 94080, or any other place designated in writing by Holder to Debtor, in
lawful money of the United States a principal sum not to exceed TWO MILLION THREE
HUNDRED SIXTY TWO THOUSAND FIVE HUNDRED DOLLARS ($2,362,500) (“Loan”),
together with interest on the outstanding principal balance pursuant to the loan agreement
described in Paragraph 1 below and in accordance with the terms and conditions described herein.
Capitalized terms used but not defined herein shall have the same meaning as set forth in the Loan
Agreement dated January 27, 2022 between the City and BRIDGE Housing Corporation, as
assigned to Borrower pursuant to that certain Assignment of City Loan Documents dated
December 1, 2022 and as amended by that certain First Amendment to Loan Agreement dated
evenly herewith (collectively, the “Loan Agreement”).
1. Loan. This Promissory Note (New LHTF Note) (“Note”) has been executed and
delivered pursuant to the Loan Agreement, which details the terms and conditions under which
Holder agrees to lend to Debtor and Debtor agrees to borrow up to $2,362,500 in LHTF Funds to
fund certain predevelopment costs associated with the Project. The rights and obligations of
Debtor under this Note shall be governed by the Loan Agreement and by the terms set forth in this
Note.
2. Payment Terms.
(a) Term. The Maturity Date is January 27, 2028. If Borrower has made good
faith efforts to apply for financing for the Project and obtain any remaining governmental
approvals for the Project, the Maturity Date may be extended in two (2) additional three (3) year
increments, as such extensions may be approved at the discretion of the City Manager. At the
close of construction period financing (the “Construction Date”), the Maturity Date shall be
extended to a term of fifty-five years from the date of issuance of the last certificate of occupancy
or equivalent certification provided for the Units by the City’s building official; provided,
however, that if such date cannot be established, the Maturity Date shall be the fifty-seventh (57th)
anniversary of the Construction Date. If the California Department of Housing and Community
Development (“HCD”) is a lender to the Project, at conversion to permanent financing, the parties
will extend to the Maturity Date to match the maturity date of the HCD financing.
(b) Interest Rate. Except as provided under Section 8, the outstanding principal
balance of the Loan shall accrue interest at one tenth of a percent (.1%) per annum on the unpaid
principal outstanding from time to time commencing on the date of initial disbursement of the
proceeds of such Loan and continuing through the date that all indebtedness and other amounts
payable under this Note are paid in full.
2
144\324\3971883.1
144\324\3971883.1
3. Terms of Payment.
(a) Place and Manner of Payment. Payment shall be made in lawful money of
the United States at Holder’s address for notices set forth in Section 11 hereof, or to any other
addresses as Holder may hereafter designate, in accordance with Section 11.
(b) Repayment. The entire outstanding principal, together with interest accrued
thereon shall be due and repaid not later than the Maturity Date.
(c) Lawful Interest. Notwithstanding any other provisions of this Note, or any
instrument securing the obligations of Debtor under this Note, if, for any reason whatsoever, the
payment of any sums by Debtor pursuant to the terms of this Note would result in the payment of
interest which would exceed the amount that Holder may legally charge under the laws of the State
of California, then the amount by which payment exceeds the lawful interest rate shall
automatically be deducted from the principal balance owing on this Note, so that in no event shall
Debtor be obligated under the terms of this Note to pay any interest which would exceed the lawful
rate.
(d) Prepayment. Any portion of the outstanding principal balance due under
this Note may be prepaid at any time, and from time to time, without penalty or premium. Any
prepayment must be accompanied by interest accrued but unpaid to the date of prepayment.
4. Termination for Infeasibility. If any of the following circumstances arises, no
Event of Default (as defined under this Note) has occurred and is ongoing, and Borrower has
properly terminated the Loan Agreement for infeasibility (as provided for under the Loan
Agreement), then the Holder shall forgive all sums due under the Note:
(a) Borrower is unable to acquire the Property despite commercially reasonable efforts
under the conditions specified in section 1.3 of the Loan Agreement;
(b) Borrower or its assignee (including Borrower or an affiliate thereof) is excused
from acquiring the Property under the conditions specified in section 1.3 of the Loan Agreement;
(c) Borrower does not receive additional land use, planning, environmental, or building
approvals required for the development of the Project, despite Borrower’s good faith efforts to
obtain such approval; or
(d) Borrower is unable to obtain financing necessary to construct the Project despite
Borrower’s timely and good faith efforts to obtain such financing, that may include but is not
limited to IIG, AHSC, MHP, tax credits, bonds, conventional mortgages or low-income housing
tax credit equity, or philanthropic sources.
5. Security.
(a) Assignment. As security for the Loan, Debtor assigns its rights under the
Collateral, as defined below (the “Assignment”). The Assignment shall become effective upon
3
144\324\3971883.1
144\324\3971883.1
the occurrence of an Event of Default or Termination for Infeasibility. The Holder shall have no
obligation under the Collateral unless it expressly agrees in writing to be bound thereby. If the
Assignment shall become effective, the Holder may use the Collateral for any purposes for which
Debtor could have made use of the same in the development of the Project. Debtor shall cooperate
with the Holder in the implementation of its rights under the Assignment, and shall immediately
deposit the Collateral with the Holder if the Assignment becomes effective. As used herein, the
term “Collateral” includes the following: All architectural designs, construction, engineering,
surveying, and consulting contracts, and any and all amendments, modifications, supplements,
addenda and general conditions thereto heretofore or hereafter entered into by Debtor and any
contractor or consultant pertaining to development of the Project; all plans and specifications,
surveys, shop drawings, working drawings, reports, studies, amendments, modifications, changes,
supplements, general conditions, addenda and work product thereto heretofore or hereafter
prepared by Debtor or any contractor or consultant pertaining to development of the Project; all
land use approvals, conditional use permits, building permits and other governmental entitlements
and approvals of any nature obtained for the Project; and all financing applications or other
applications and all other tangible documents, except those of a proprietary or confidential nature,
pertaining to development of the Project.
(b) Deed of Trust. In addition to the Assignment this Note shall be secured by
the Deed of Trust, Security Agreement and Fixture Filing by Borrower for the benefit of City,
dated December 1, 2022 and recorded on December 22, 2022 as Series No. 2022-087488 in the
Official Records, as such Deed of Trust is amended by that certain Amendment to Deed of Trust
by Borrower for the benefit of the City dated and recorded substantially concurrently herewith
(collectively, the “Deed of Trust”. The Deed of Trust shall be subordinate to Debtor’s private
financing for acquisition of the Property and construction of the Project, to any HCD documents
if required by HCD’s regulations and guidelines.
6. Events of Default. The occurrence of any one or more of the following events shall
constitute an event of default (“Event of Default”) under the Note:
(a) Unless the Loan is forgiven pursuant to the terms of the Loan Agreement,
Debtor fails to pay any amount due under the Note, and such failure continues for thirty (30) days
after the Holder notifies Debtor thereof in writing.
(b) Any of Debtor’s representations or warranties contained in the Loan
Agreement, or made by Debtor in connection with the execution and delivery of the Loan
Agreement or in any certificate furnished pursuant hereto, or in connection with any request for
disbursement of Loan proceeds, shall prove to have been incorrect when made in any material
respect.
(c) Debtor fails to use Loan proceeds in accordance with the Loan Agreement
or fails to use Loan proceeds in accordance with Debtor’s request for disbursement.
(d) Pursuant to or within the meaning of the United States Bankruptcy Code or
any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”),
Debtor, (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for
relief against Debtor in an involuntary case; (iii) consents to the appointment of a trustee, receiver,
4
144\324\3971883.1
144\324\3971883.1
assignee, liquidator or similar official for Debtor; (iv) makes an assignment for the benefit of its
creditors; or (v) admits in writing its inability to pay its debts as they become due.
(e) A court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that, (i) is for relief against Debtor in an involuntary case, (ii) appoints a trustee,
receiver, assignee, liquidator or similar official for Debtor or substantially all of such entity’s
assets, (iii) orders the liquidation of Debtor, or (iv) issues or levies a judgment, writ, warrant of
attachment or similar process against the Property or the Project, and in each case the order or
decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance.
(f) Debtor fails to maintain insurance as required pursuant to any of the Loan
Obligations, and Debtor fails to cure such default within ten (10) days.
(g) Debtor defaults in the performance of any term, provision, covenant or
agreement contained in the Loan Obligations, and unless a shorter cure period is specified for such
default, the default continues for thirty (30) days after the date upon which the Holder shall have
given written notice of the default to Debtor; provided, however, that in the case of a nonmonetary
default that is not susceptible of cure within thirty (30) days, an Event of Default shall not arise
hereunder if Debtor commences to cure the default within thirty (30) days and thereafter prosecutes
the curing of such default to completion with due diligence and in good faith, but in no event longer
than one hundred twenty (120) days from the receipt of notice of default.
7. No Waiver or Consent. The failure by Holder to assert its rights upon the
occurrence of an Event of Default, or the waiver by Holder of its rights upon any Event of Default,
shall not constitute a consent to or waiver of Holder’s rights with respect to any other Event of
Default.
8. Default Interest. Upon the occurrence of any Event of Default, the interest rate on
the sums as to which Debtor is in Default (including principal, if Holder has elected to declare it
immediately due and payable) shall be the lower of (i) Ten Percent (10%) per annum, or (ii) the
highest rate then allowed by law, commencing as of the date of the Default until paid in full, or
until the Default as been cured, whichever is applicable.
9. Remedies. Upon the occurrence of any Event of Default, in addition to its other
rights in this Note, the Deed of Trust and the Loan Agreement, at law, or in equity, Holder may
exercise any one or more of the following rights and remedies without prior demand:
(a) Acceleration. Holder may declare the entire unpaid principal balance of the
Note together with all accrued interest thereon, and all other sums owing to Holder immediately
due and payable; or
(b) Proceed as Authorized at Law or in Equity. Holder may proceed as
authorized at law or in equity with respect to the Event of Default, and in connection with that,
pursue any and all other remedies available under law to enforce the terms of this Note.
10. Debtor’s Waivers.
5
144\324\3971883.1
144\324\3971883.1
(a) Additional Security. Debtor expressly agrees that Holder may accept
further security for this Note, all without in any way affecting the obligations of Debtor under this
Note.
(b) Original Liability. No extension of time for payment of this Note or any
installment hereof made by agreement by Holder with any person now or hereafter liable for the
payment of this Note shall operate to release, discharge, modify, change or affect the original
liability of Debtor under this Note, either in whole or in part.
(c) Obligations Absolute. The obligations of Debtor under this Note shall be
absolute and Debtor waives any and all rights to offset, deduct or withhold any payments or
charges due under this Note for any reasons whatsoever.
(d) Waivers. Debtor hereby waives (i) any notice of default or delinquency in
addition to any notice expressly required by this Note; (ii) notice of acceleration; (iii) any notice
of nonpayment in addition to any notice required by this Note; (iv) notice of costs, expenses, losses
and interest thereon; (v) notice of interest on interest and late fees; (vi) diligence in taking any
action to collect any sums owing under the Note or in proceeding against any of the rights and
interest in and to properties securing payment of the Note; and (vii) presentment for payment,
demand, protest, and notices of dishonor and/or protest.
11. Holder Forbearance. No waiver of any breach, default or failure of condition under
the terms of this Note, the Loan Agreement, Deed of Trust, Regulatory Agreement, or the
obligations secured thereby, shall be implied from any failure of Holder to take, or any delay by
Holder in taking, action with respect to such breach, default or failure or from any previous waiver
of any similar or unrelated breach, default or failure; and a waiver of any term of this Note or the
Loan Agreement must be made in writing and shall be limited to the express written terms of such
waiver.
12. Notice. Except as may be otherwise specified herein, any approval, notice,
direction, consent, request or other action by Holder shall be in writing and must be communicated
to Debtor at the address of the Property, or at such other place or places as Debtor shall designate
to Holder in writing, from time to time, for the receipt of communications from Holder. Mailed
notices shall be deemed delivered and received five (5) working days after deposit in the United
States mails in accordance with this provision.
City: City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
Attention: City Manager
Debtor: BRIDGE Housing Corporation
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
6
144\324\3971883.1
144\324\3971883.1
13. Miscellaneous Provisions.
(a) Successors and Assigns. This Note (i) may not be assigned by Debtor
without Holder’s written consent, (ii) can be assigned by Holder, at its sole option, and (iii) shall
be binding on all successors and assigns of Holder and Debtor.
(b) Attorneys’ Fees. If Holder elects to employ any of the remedies available
to it in connection with any Event of Default, Debtor shall pay all reasonable costs and expenses
incurred by or on behalf of Holder including, without limitation, reasonable attorneys’ fees,
incurred in connection with the Holder’s enforcement of this Note and the exercise of any or all of
its rights and remedies.
(c) Severability. If a court of competent jurisdiction finds any provisions of
this Note invalid or unenforceable, the remaining provisions shall not in any way be affected or
impaired thereby, and all other provisions of this Note shall remain in full force and effect.
(d) Time. Time is of the essence in the performance of the terms and conditions
of this Note.
(e) Governing Law. The laws of the State of California shall govern this Note.
(f) Amendment. This Note may not be changed orally, but only by an
amendment in writing signed by Debtor and approved by Holder.
(g) Headings. The headings within this Note are for the purpose of reference
only and shall not limit or otherwise affect any of the terms of the Note.
(h) Assumptions. The Loan, including this Note, may not be assumed in whole
or in part without the prior written consent of Holder, which consent shall be given or withheld at
the sole discretion of Holder. Holder may condition its consent to an assumption of the Loan on
the satisfaction of conditions reasonably required by Holder at the time of the assumption.
Conditions may include, but not be limited to, Holder’s satisfaction, in its sole discretion, with the
proposed assuming party’s ability to meet the Loan obligations, the payment of an assumption fee
and reimbursement of Holder’s fees and costs incurred by reason of the assumption.
(i) Electronic Signature. Debtor may deliver the executed version of this Note
by electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any such
signature delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes. No party may raise the use of any image transmission device or method
or the fact that any signature was transmitted as an image as a defense to the enforcement of this
Note.
(j) LHTF Provision: Pursuant to Section 107(a) of the Guidelines, repayment
of amounts due under this Note shall be made to HCD in the event that the City is no longer in
operation when the amounts owed hereunder become due and payable by Borrower.
Executed this Note on _________, 2025.
7
144\324\3971883.1
144\324\3971883.1
DEBTOR:
1051 MISSION AFFORDABLE LLC
a California limited liability company
By: BRIDGE Housing Corporation, its sole member
By: _______________________________
Sierra Atilano, Chief Real Estate Officer
C–1
144\324\3971710.1
EXHIBIT C
Amendment to Regulatory Agreement
D–1
144\324\3971710.1
EXHIBIT C
Amendment to Deed of Trust
144\324\3971884.1 1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
FIRST AMENDMENT TO DEED OF TRUST,
SECURITY AGREEMENT, AND FIXTURE FILING
(SSF PUC)
THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT, AND
FIXTURE FILING ("First Amendment") is dated as of ______, 2025 and amends that certain
Deed of Trust, Security Agreement and Fixture Filing dated as of December 1, 2022 by 1051
Mission Affordable, LLC, a California limited liability company ("Trustor") for the benefit of
the City of South San Francisco, a municipal corporation ("Beneficiary") and recorded in the
Official Records of San Mateo County on December 22, 2022 as Series No. 2022-087488 in the
Official Records (the “Original Deed of Trust”). Capitalized Terms not otherwise defined
herein shall have the meaning set forth in the Loan Agreement (as defined below).
ARTICLE 1
Amendments to Defined Terms
Section 1.1 As used in this First Amendment and in the Original Deed of Trust, the
term “Deed of Trust” shall mean the Original Deed of Trust as amended.
Section 1.2 The term "Loan" in the Deed of Trust is hereby revised, and all references
in the Deed of Trust to “Loan” shall mean the loan made by Beneficiary to Trustor in the amount
of Four Million Seven Hundred Twenty Five Thousand ($4,725,000).
Section 1.3 The term "Loan Agreement" in the Deed of Trust is hereby revised, and all
references in the Deed of Trust to “Loan Agreement” means the Loan Agreement between
Beneficiary and Trustor related to the Loan and dated January 27, 2022, as amended by the First
Amendment to Loan Agreement between Beneficiary and Trustor dated substantially
concurrently herewith, as it may be further amended.
Section 1.4 The term "Loan Documents" in the Deed of Trust is hereby revised, and
all references in the Deed of Trust to “Loan Documents” means the Deed of Trust as amended,
the Loan Agreement, the Notes, and the Regulatory Agreement.
Section 1.5 The term "Note" in the Deed of Trust is hereby revised, and all references
in the Deed of Trust to “Note” means the following promissory notes by Trustor in favor of
beneficiary, as they may be amended or amended and restated (a) the Promissory Note in the
144\324\3971884.1 2
principal amount of Two Million Dollars ($2,000,000) dated January 27, 2022; (b) the
Promissory Note (New Linkage Fee Note) in the principal amount of Three Hundred Sixty Two
Thousand Five Hundred Dollars ($362,500) dated substantially concurrently herewith; and (c)
the Promissory Note (New LHTF Note) in the principal amount of Two Million Three Hundred
Sixty Two Thousand Five Hundred Dollars ($2,362,500) dated substantially concurrently
herewith. The payment of the Note is secured by this Deed of Trust. The terms and provisions of
the Note are incorporated herein by reference.
ARTICLE 2
MISCELLANEOUS
Section 2.1 Non-Recourse. The Loan and Note are non-recourse to Borrower. The
City may exercise any rights and remedies available at law or in equity, in addition to, and not in
lieu of, any rights and remedies expressly granted in the Loan Documents; provided, however,
that Borrower's obligation to repay the Loan and amounts due under the Note shall be secured by
the Assignment and Deed of Trust without recourse to Borrower.
Section 2.2 Amendment. Except as otherwise specifically set forth in this First
Amendment, the Original Deed of Trust remains in full force and effect
Section 2.3 Address.
Borrower’s address in Section 8.3 is hereby updated as follows:
If Intended for Borrower:
1051 Mission Affordable
c/o BRIDGE Housing Corporation
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
With a copy to:
Goldfarb & Lipman
1300 Clay Street
11th Floor
Oakland, CA 94612
Attn: Heather Gould
[Signature Page Follows]
S-1
SIGNATURE PAGE TO CITY DEED OF TRUST
144\324\3971884.1
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first
above written.
TRUSTOR:
1051 MISSION AFFORDABLE LLC
a California limited liability company
By: BRIDGE Housing Corporation, its sole member
By: _______________________________
Sierra Atilano, Chief Real Estate Officer
[SIGNATURE MUST BE NOTARIZED]
144\324\3971884.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public,
personally appeared ______________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(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.
______________________________________
Name: ______________________________
Notary Public
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.
A-1
EXHIBIT A
LEGAL DESCRIPTION
B-1
E–1
144\324\3971710.1
EXHIBIT E
Updated Predevelopment Budget
Project:1051 Mission South San Francisco
Phase:Predevelopment
Date Completed:5/9/2025
Yardi Category USES OF FUNDS City Predev Loan LHTF + Commercial Linkage Total Predevlopment Budget
0101-000 Acquisition (non-refundable deposits)$21,708 $0 $21,708
0102-000 Transaction Costs (Legal and Title)$68,986 $0 $68,986
0203-000 Holding Costs (Property taxes & Insurance)$67,979 $43,000 $110,979
Subtotal Acquisition Costs $158,673 $43,000 $201,673
0501-000 Architecture $1,194,596 $890,374 $2,084,970
0504-000 Survey / Civil Engineer $128,323 $100,000 $228,323
0506-000 Geotech $14,000 $86,000 $100,000
0505-101 Acoustical Engineer $10,475 $0 $10,475
0507-000 Utility Consultant $31,200 $33,000 $64,200
0507-000 Hazardous Materials Consultant $25,000 $0 $25,000
0505-000 Phase I & 2 Reports $15,000 $0 $15,000
1901-000 Financial Consultant $19,750 $70,000 $89,750
2205-000 Construction Manager/Plan Check $31,250 $58,750 $90,000
0507-000 Waterproofing Consultant $0 $0 $0
0508-000 CEQA/NEPA, Trash Management $36,883 $0 $36,883
0508-000 Other Consultants $78,738 $250,000 $328,738
0505-000 Environmental $25,838 $27,187 $53,025
Subtotal Architecture & Engineering $1,611,053 $1,515,311 $3,126,364
1601-000 Legal, Predevelopment $79,939 $130,673 $210,612
1801-000 Market Study $4,250 $17,926 $22,176
1802-000 Appraisal $9,000 $3,000 $12,000
1504-000 Community Outreach $6,750 $0 $6,750
0603-000 Planning Fees/Environmental Application $50,000 $50,000 $100,000
0601-000 Permits $12,000 $200,000 $212,000
0604-000 Utility Contracts and Permits $8,000 $47,000 $55,000
2001-000 TC/Bond Application & Performance Deposit $0 $155,000 $155,000
2101-000 Tax Cohnreznick $2,540 $0 $2,540
1901-000 Application Advisor $44,739 $69,322 $114,061
Subtotal Indirect Development Costs $217,218 $672,921 $890,139
1401-000 Contingency $0 $482,473 $482,473
1201-000 Predevelopment Loan Interest $10,556 $11,295 $21,851
2001-000 CMFA Application Fee $2,500 $0 $2,500
Subtotal Other $13,056 $493,768 $506,824
TOTAL USES $2,000,000 $2,725,000 $4,725,000
Via Electronic Mail
[DATE]
Doniell Cummings
Section Chief
State of California Housing & Community
Development Department
[email protected]
RE: City of South San Francisco Request for Modifying 2021 LHTF Program Award and
Local Match Contribution
Dear Ms. Cummings:
On behalf of the City of South San Francisco (the “City”), I am writing to request a modification
of the City’s 2021 LHTF Award proposal as discussed during a video conference between City
and State Housing and Community Development Department (HCD) staff on April 9, 2025. As
the City's authorized representative, I request the following modifications:
1. Project Substitution: Remove 201 Baden Avenue senior affordable housing project from our
LHTF program usage and matching funds contribution. The developer , Eden Housing (Firehouse
Live), notified the City they no longer intend to pursue an affordable housing project at the site.
Consequently, the City desires to redirect the LHTF award funds to BRIDGE Housing's 158-
unit, 100% affordable project at 1051 Mission Road. This transit-oriented development, within ½
mile of the South San Francisco BART station, has completed environmental reviews with no
identified adverse impacts, received its entitlements, and is in the process of completing its
Building Permit submittal. Additionally, the project has been awarded $28.8 million in Infill
Infrastructure Grant funds and $9.5 million in San Mateo County Affordable Housing Funds, in
addition to an initial City commitment of $2 million.
2. Match Fund Revision: Revise the City’s matching funds strategy to remove mention of a
land match. In lieu of the land match, the City will increase its local funding commitment from
$1,890,000 to $2,362,500. This revised amount represents 100% of the City’s local match
requirement.
The City appreciates HCD’s willingness to work with the City to revise its 2021 LHTF program
award. Please do not hesitate to reach out to our staff, Pierce Abrahamson, at
[email protected], should your team have any questions regarding this requested
modification to the City’s grant award.
Sincerely,
Sharon Ranals
City Manager
CITY COUNCIL 2024-2025
EDDIE FLORES, MAYOR (DIST. 5)
MARK ADDIEGO, VICE MAYOR (DIST. 1)
JAMES COLEMAN, MEMBER (DIST. 4)
MARK NAGALES, MEMBER (DIST. 2)
FLOR NICOLAS, MEMBER (DIST. 3)
SHARON RANALS, CITY MANAGER
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§ 6103, 27383
Space above this line for Recorder's use.
FIRST AMENDMENT TO AFFORDABLE HOUSING REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
(SSF PUC)
This First Amendment to Affordable Housing Regulatory Agreement and Declaration of
Restrictive Covenants (this "First Amendment") is dated as of _____, 2025 and amends that
certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants
entered into effective as of December 1, 2022 ("Effective Date") by and between the City of South
San Francisco, a municipal corporation ("City"), and 1051 Mission Affordable LLC, a California
limited liability company ("Owner"). City and Owner are hereinafter collectively referred to as
the "Parties."
RECITALS
A. Owner owns that certain real property located in the City of South San Francisco
referred to as "Site C2," located at 1051 Mission Road, and more particularly described in Exhibit
A attached hereto (the "Property").
B. The Affordable Housing Regulatory Agreement and Declaration of Restrictive
Covenants entered into by the Parties and effective as of December 1, 2022 encumbers the Property
(the “Original Regulatory Agreement”).
C. The Owner and City are parties to a Loan Agreement dated January 27, 2022
pursuant to which the City agreed to loan Two Million and No/100 Dollars ($2,000,000.00) (the
“Original Loan”) using Commercial Linkage Fee monies in the Affordable Housing Assets Fund.
D. The City was awarded 2021 Local Housing Trust Funds (the “LHTF Funds”) by
the State of California, made available by the Veterans and Affordable Housing Bond Act of 2018
2
144\324\3971885.1
(Proposition 1), adopted by voters on November 6, 2018 and pursuant to California Health and
Safety Code Section 50842.2 and Section 50843.5(a), the Local Housing Trust Fund Final 2020
Guidelines dated April 2020 (the “Guidelines”) and the May 3, 2021 Notice of Funding
Opportunity. The City’s award of LHTF is evidenced by Standard Agreement 21-LHTFCOM-
16929 dated August 30, 2022..
E. Through an Amendment to Loan Agreement dated substantially concurrently with
this Agreement, the City is providing additional loan funds consisting of Three Hundred Sixty
Two Thousand Five Hundred Dollars ($362,500) in Commercial Linkage Fee funds (the “New
Linkage Fee Loan”) and Two Million Three Hundred Sixty Two Thousand Five Hundred Dollars
($2,362,500) in the LHTF Funds (the “New LHTF Loan”) to Borrower. The Original Loan and
the new Linkage Fee Loan are the local matching funds required by Section 104 of the Guidelines
(the “Matching Funds”).
F. The Parties are entering into this First Amendment in compliance with Section 105
of the Guidelines, which require that at least 30% of the LHTF Funds, after deducting
administrative expense, and the Matching Funds shall be expended on assistance to Extremely
Low-Income Households as defined in the Guidelines.
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.
AGREEMENT
1. Section 2.1 of the Original Regulatory Agreement is amended as follows:
2.1 Affordability Requirements. For a term of fifty-five (55) years commencing upon
the date of issuance of a final certificate of occupancy for the Project, fifty-five (55) of
the Units in the Project shall be rented to and occupied by or, if vacant, available for
occupancy by Very Low Income Households at Very Low Income Rents. Three of such
fifty-five (55) units will be rented to and occupied by or, if vacant, available for
occupancy by Extremely Low Income Households at Extremely Low Income rents. The
remaining Units within the Project, exclusive of a manager's Unit, shall be rented at an
Affordable Rent to and occupied by or, if vacant, available for occupancy by households
whose incomes range between Extremely Low Income Households and Lower Income
Households. The Units, excluding the manager's unit, will be restricted to a maximum of
80% AMI. The average affordability including all Units (exclusive of the manager's unit)
will not exceed sixty percent (60%) of AMI. The Parties acknowledge that the
Development Agreement and Assignment and Assumption of Development Agreement
and Purchase and Sale Agreement dated July 9, 2021, defined the Affordability
Requirements differently. To avoid uncertainty, the Parties' intend that the definition in
this Agreement shall control.
2.1.1 LHTF Requirements. Extremely Low Income Rents means: the Affordable
Rent published by TCAC for an Extremely Low Income Household, which is a 30%
Income Level as published by TCAC or if TCAC does not publish such rents, the
following amount, less a utility allowance and such other adjustments as required
3
144\324\3971885.1
pursuant to the California Law: a monthly rent that does not exceed one-twelfth (1/12) of
thirty percent (30%) of thirty percent (30%) of AMI, Adjusted for Family Size
Appropriate for the Unit.
2. Miscellaneous.
2.1 Amendment. Except as otherwise modified in this First Amendment, the Original
Regulatory Agreement remains unmodified and in full force and effect.
2.2 Section 11.3 is amended to update Owner’s Addressas follows:
If to Owner: 1051 Mission Affordable, LLC
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
2.3 Counterparts. This First Amendment may be executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ON FOLLOWING PAGE
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants as of the date first written above.
OWNER
1051 Mission Affordable, LLC,
a California limited liability company
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its sole member and manager
By __________________________________
Sierra Atilano, Chief Real Estate Officer
SIGNATURES MUST BE NOTARIZED AND CITY SIGNATURE BLOCK IS ON
FOLLOWING PAGE
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
CITY
THE CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: ______________________________
Name: Sharon Ranals
Title: City Manager
ATTEST:
By: ______________________________
Rosa Govea Acosta, City Clerk
APPROVED AS TO FORM:
By: ______________________________
Sky Woodruff, City Attorney
CITY MANAGER SIGNATURE MUST BE NOTARIZED
144\324\3971885.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public,
personally appeared ______________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(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.
______________________________________
Name: ______________________________
Notary Public
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.
144\324\3971885.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public,
personally appeared ______________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(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.
______________________________________
Name: ______________________________
Notary Public
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.
144\324\3971885.1
Exhibit A
Legal Description
144\324\3181971.1
1
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this “First Amendment”) is entered into
effective as of __________, 2025 (“Effective Date”) by and between the City of South San
Francisco, a municipal corporation (the "City") and 1051 Mission Affordable LLC, a California
limited liability company public benefit corporation ("Borrower"). The City and Borrower are
hereinafter collectively referred to as the “Parties.”
RECITALS
A.Capitalized Terms not otherwise defined in this First Amendment will have the meaning set
forth in the Original Loan Agreement.
B.The City and BRIDGE Housing Corporation (“BRIDGE”) entered into that certain Loan
Agreement dated January 27, 2022 pursuant to which City provided a predevelopment loan
in the amount of Two Million and No/100 Dollars ($2,000,000.00) (the “Original Loan”)
using Commercial Linkage Fee monies in the Affordable Housing Assets Fund (the
“Original Loan Agreement”), with respect to the development of the Project on the
Property. Bridge also executed a Promissory Note in favor of the City, evidencing the
Original Loan (the “Original Note”). The Original Loan Agreement and Original Note were
later assigned by BRIDGE to Borrower pursuant to that certain Assignment and Assumption
of City Loan Documents dated December 1, 2022 (the “Assignment Agreement”).
C.In December 2022, Borrower acquired the Property. Concurrently with Borrower’s
acquisition of the Property, Borrower and the City entered into an Affordable Housing
Regulatory Agreement and Declaration of Restrictive Covenants dated December 1, 2022
(the "Original Regulatory Agreement"), which was recorded as Series No. 2022-087487 in
the Official Records. The Borrower also executed and recorded a Deed of Trust, Security
Agreement and Fixture Filing dated December 1, 2022 and recorded on December 22, 2022
as Series No. 2022-087488 in the Official Records (the “Original Deed of Trust”).
D.The City was awarded 2021 Local Housing Trust Funds (the “LHTF Funds”) by the State of
California, made available by the Veterans and Affordable Housing Bond Act of 2018
(Proposition 1), adopted by voters on November 6, 2018 and pursuant to California Health
and Safety Code Section 50842.2 and Section 50843.5(a), the Local Housing Trust Fund
Final 2020 Guidelines dated April 2020 (the “Guidelines”) and the May 3, 2021 Notice of
Funding Opportunity. The City’s award of LHTF is evidenced by Standard Agreement No.
21-LHTFCOM-16929 dated August 30, 2022.
E.The City now desires to provide Two Million Three Hundred Sixty Two Thousand Five
Hundred Dollars ($2,362,500) in the LHTF Funds to Borrower (the “New LHTF Loan”) and
an additional Three Hundred Sixty Two Thousand Five Hundred Dollars ($362,500) from the
City’s Affordable Housing Assets Fund, which holds funds generated by the City’s
Commercial Linkage Fee (the “New Linkage Fee Loan”). The Original City Loan and the
New Linkage Fee Loan are the local matching funds required by Section 104 of the
Guidelines.
Government Code Section 54957.5
SB 343 Item #23b EXHIBIT A
05/14/2025 REG CC
144\324\3181971.1
2
F. Through this First Amendment, Borrower and the City desire to amend the Original Loan
Agreement to also reflect the New LHTF Loan and the New Linkage Fee Loan for a total
City Loan of Four Million Seven Hundred Twenty Five Thousand Dollars ($4,725,000).
G. Concurrently with the execution of this First Amendment, Borrower will execute a new
promissory note, in the form attached as Exhibit A, for the benefit of the City, in the amount
of Three Hundred Sixty Two Thousand Five Hundred Dollars ($362,500) (the “New
Linkage Fee Note”). The New Linkage Fee Note will evidence the New Linkage Fee Loan.
Borrower will also execute a new promissory note, in the form attached as Exhibit B, for the
benefit of the City, in the amount of Two Million Three Hundred Sixty Two Thousand Five
Hundred Dollars ($2,362,500) (the “New LHTF Note”). In addition, the Borrower will
execute and record an amendment to the Original Regulatory Agreement, in the form
attached as Exhibit C, to reflect the requirements of the LHTF Funds (the “Regulatory
Agreement Amendment”) and an amendment to the Original Deed of Trust, in the form
attached as Exhibit D, to evidence the New Loan (the “Deed of Trust Amendment”).
NOW THEREFORE, in consideration of their mutual undertakings and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. All terms, conditions and provisions in the Original Loan Agreement remain in full force and
effect. If there is a conflict between the terms of this First Amendment and the Original Loan
Agreement, the terms of the Original Loan Agreement will control unless specifically
modified by this First Amendment.
2. Section 1.1.1 is added to the Original Loan Agreement to state the following:
1.1.1 New Linkage Fee Loan and New LHTF Loan.
As of the date of the First Amendment, the City has fully disbursed the Original Loan
pursuant to the Original Loan Agreement. Through the First Amendment, the City
agrees to make the New Linkage Fee Loan and the New LHTF Loan, and Borrower
agrees to accept the same, upon the terms and conditions and for the purposes set
forth in the Original Loan Agreement as amended by the First Amendment. The New
Linkage Fee Loan shall be evidenced by the New Linkage Fee Note. The New LHTF
Loan shall be evidenced by the New LHTF Note.
3. Section 1.2 of the Original Loan Agreement is hereby amended in its entirety as follows:
1.2 Interest; Maturity Date. Interest shall accrue on the Loan at a rate of one-tenth of a
percent (0.1%) simple interest per annum for so long as Borrower is not in default
under, (a) this Agreement, as amended, (b) the Original Note, the New Linkage Fee
Note and the New LHTF Note, (collectively, the “Note”) and (c) the Regulatory
Agreement (collectively, the "Loan Obligations"). Otherwise, the Loan shall accrue
interest at the Default Rate, as set forth in the Note, until such default is cured. Subject
to Section 1.3, the outstanding balance of the Note will be due and payable on January
27, 2028 (the "Maturity Date"), provided, however, that if Borrower has made good
144\324\3181971.1
3
faith efforts to apply for financing for the Project and obtain any remaining
governmental approvals for the Project, the Maturity Date may be extended in two (2)
year increments for up to a total of four (4) years, as such extensions may be approved
at the discretion of the City Manager. the Maturity Date may be extended in two (2)
additional three (3) year increments, as such extensions are approved by the City
Manager. The City Manager will approve such an extension if Borrower has (1) made
good faith efforts to obtain land use, planning, environmental, and building approvals
required for the development of the Project; and (2) Borrower has made timely and
good faith efforts to obtain an Affordable Housing and Sustainable Communities
(AHSC) grant, tax credits, bonds, conventional mortgages or low-income housing tax
credit equity, and philanthropic sources. At the close of construction period financing,
the Loan Agreement shall be Amended and Restated to extend the Maturity Date to a
term of fifty-five years from the date of issuance of the last certificate of occupancy or
equivalent certification provided for the Units by the City's building official; provided,
however, that if such date cannot be established, the Maturity Date shall be the fifty-
seventh (57th) anniversary of the Effective Date. If the California Department of
Housing and Community Development ("HCD") is a lender to the Project, at
conversion to permanent financing, the parties will extend to the Maturity Date to
match the maturity date of the HCD financing.
2 Section 1.3 of the Original Loan Agreement is revised in part, to reflect this First
Amendment, the New Linkage Fee Note and the New LFTH Note, to state the following:
1.3 Termination for Infeasibility; Forgiveness.
If any of the following circumstances arises, and no Borrower Event of Default has
occurred and is ongoing, Borrower may terminate this Agreement, as amended, by
giving notice to the City prior to the Maturity Date, and the City shall forgive all sums
due under the Original Note, the New Linkage Fee Note and the New LHTF Note, as
such terms as defined in the First Amendment:
. . . .
3 References to Agreement, Loan and Loan Obligation. All references to “Agreement” and
“First Amendment” in the Original Agreement shall mean the Agreement, as amended.
References to “Loan” in Sections 1.4 through 1.8, Sections 3.2 and 3.3 and Articles 4 and 5
of the Original Loan Agreement and references to “Loan” in this First Amendment shall
mean, collectively, the Original Loan, the New Linkage Fee Loan and the New LHTF Loan
for a total Loan whose principal amount is equal to Four Million Seven Hundred Twenty
Five Thousand Dollars ($4,725,000). References to “Loan Obligations” in Sections 4.1,
4.2 and 5.15 ofin the Original Loan Agreement and in this First Amendment shall mean the
Original Loan Agreement, as amended (b) the Original Note, the New Linkage Fee Note
and the New LHTF Note, and (c) the Regulatory Agreement, as amended.
4 Predevelopment Budget. An updated Predevelopment Budget, as referenced under Section
1.4 (Use of Loan Proceeds) of the Original Loan Agreement, is attached as Exhibit E to this
First Amendment.
144\324\3181971.1
4
5 Additional Conditions to Disbursement. In addition to the disbursement conditions set forth
in Section 1.6 of the Original Loan Agreement, the City’s obligation to disburse the New
Linkage Fee Loan and the New LHTF Loan is conditioned upon Borrower’s (a) execution
of the New Linkage Fee Note and the New LHTF Note; (b) execution and recordation of
the Regulatory Agreement Amendment and the Deed of Trust Amendment in the Official
Records.
6 Section 5.3 of the Original Loan Agreement is amended to updated Borrower’s Address as
follows:
BRIDGE Housing Corporation
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
Email: [email protected]
7 Miscellaneous.
7.1 Section 5.7 of the Original Loan Agreement is amended in its entirety to state as follows:
5.7 Modifications for Lenders and Investors.
The City Manager is authorized to execute amendments to this First
AmendmentAgreement, as amended, the New Linkage Fee Note, the New LHTF
Note, the Regulatory Agreement Amendment and the Deed of Trust Amendment, as
may be reasonably requested by Project lenders and investors.
7.2 Counterparts. In accordance with Section 5.16 of the Original Loan Agreement, this
First Amendment may be executed in multiple counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument.
7.3 Electronic Signature. In accordance with Section 5.17 of the Original Loan Agreement,
the Parties may deliver executed copies of this First Amendment to each other by
electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any
such signature delivered shall be deemed to have been duly and validly delivered and be
valid and effective for all purposes. No party may raise the use of any image
transmission device or method or the fact that any signature was transmitted as an image
as a defense to the enforcement of this First Amendment.
SIGNATURES ON FOLLOWING PAGE.
144\324\3181971.1
5
IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first
written above.
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: _______________________________
Name: _______________________________
City Manager
ATTEST:
By: ___________________________
City Clerk
APPROVED AS TO FORM:
By: ___________________________
City Attorney
BORROWER:
1051 MISSION AFFORDABLE LLC
a California limited liability company
By: BRIDGE Housing Corporation, its sole member
By: _______________________________
Sierra Atilano, Chief Real Estate Officer
A–1
144\324\3181971.1
Exhibit A
New Linkage Fee Note
B–1
144\324\3181971.1
EXHIBIT B
New LHTF Note
C–1
144\324\3971710.1
EXHIBIT C
Amendment to Regulatory Agreement
D–1
144\324\3971710.1
EXHIBIT C
Amendment to Deed of Trust
E–1
144\324\3971710.1
EXHIBIT E
Updated Predevelopment Budget
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City Clerk
City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§ 6103, 27383
Space above this line for Recorder's use.
FIRST AMENDMENT TO AFFORDABLE HOUSING REGULATORY AGREEMENT
AND DECLARATION OF RESTRICTIVE COVENANTS
(SSF PUC)
This First Amendment to Affordable Housing Regulatory Agreement and Declaration of
Restrictive Covenants (this "First Amendment") is dated as of _____, 2025 and amends that
certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants
entered into effective as of December 1, 2022 ("Effective Date") by and between the City of South
San Francisco, a municipal corporation ("City"), and 1051 Mission Affordable LLC, a California
limited liability company ("Owner"). City and Owner are hereinafter collectively referred to as
the "Parties."
RECITALS
A. Owner owns that certain real property located in the City of South San Francisco
referred to as "Site C2," located at 1051 Mission Road, and more particularly described in Exhibit
A attached hereto (the "Property").
B. The Affordable Housing Regulatory Agreement and Declaration of Restrictive
Covenants entered into by the Parties and effective as of December 1, 2022 encumbers the Property
(the “Original Regulatory Agreement”).
C. The Owner and City are parties to a Loan Agreement dated January 27, 2022
pursuant to which the City agreed to loan Two Million and No/100 Dollars ($2,000,000.00) (the
“Original Loan”) using Commercial Linkage Fee monies in the Affordable Housing Assets Fund.
D. The City was awarded 2021 Local Housing Trust Funds (the “LHTF Funds”) by
the State of California, made available by the Veterans and Affordable Housing Bond Act of 2018
Government Code Section 54957.5 SB 343 Item #23b EXHIBIT C05/14/2025 REG CC
2
144\324\3971885.1
(Proposition 1), adopted by voters on November 6, 2018 and pursuant to California Health and
Safety Code Section 50842.2 and Section 50843.5(a), the Local Housing Trust Fund Final 2020
Guidelines dated April 2020 (the “Guidelines”) and the May 3, 2021 Notice of Funding
Opportunity. The City’s award of LHTF is evidenced by Standard Agreement 21-LHTFCOM-
16929 dated August 30, 2022.
E. Through an Amendment to Loan Agreement dated substantially concurrently with
this Agreement, the City is providing additional loan funds consisting of Three Hundred Sixty
Two Thousand Five Hundred Dollars ($362,500) in Commercial Linkage Fee funds (the “New
Linkage Fee Loan”) and Two Million Three Hundred Sixty Two Thousand Five Hundred Dollars
($2,362,500) in the LHTF Funds (the “New LHTF Loan”) to Borrower. The Original Loan and
the new Linkage Fee Loan are the local matching funds required by Section 104 of the Guidelines
(the “Matching Funds”).
F. The Parties are entering into this First Amendment in compliance with Section 105
of the Guidelines, which require that at least 30% of the LHTF Funds, after deducting
administrative expense, and the Matching Funds shall be expended on assistance to Extremely
Low-Income Households as defined in the Guidelines.
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.
AGREEMENT
1. Section 2.1 of the Original Regulatory Agreement is amended as follows:
2.1 Affordability Requirements. For a term of fifty-five (55) years commencing upon
the date of issuance of a final certificate of occupancy for the Project, fifty-five (55) of
the Units in the Project shall be rented to and occupied by or, if vacant, available for
occupancy by Very Low Income Households at Very Low Income Rents. Three of such
fifty -five (55) units will be rented to and occupied by or, if vacant, available for
occupancy by Extremely Low Income Households at Extremely Low Income Rents. The
remaining Units within the Project, exclusive of a manager's Unit, shall be rented at an
Affordable Rent to and occupied by or, if vacant, available for occupancy by households
whose incomes range between Extremely Low Income Households and Lower Income
Households. The Units, excluding the manager's unit, will be restricted to a maximum of
80% AMI. The average affordability including all Units (exclusive of the manager's unit)
will not exceed sixty percent (60%) of AMI. The Parties acknowledge that the
Development Agreement and Assignment and Assumption of Development Agreement
and Purchase and Sale Agreement dated July 9, 2021, defined the Affordability
Requirements differently. To avoid uncertainty, the Parties' intend that the definition in
this Agreement shall control.
LHTF Requirements. In complying with Section 2.1 of the Original Regulatory
Agreement, consistent with Section 105 of the Guidelines, Borrower shall provide at least
Three (3) Units for Extremely Low-Income Households (as defined in the Guidelines) at
Affordable Rents and Six (6) units for Low Income Households.
3
144\324\3971885.1
2. Section 2.6.1 of the Original Regulatory Agreement is amended as follows:
2.6.1 Preferences. In order to ensure that there is an adequate supply of affordable
housing within the City for City residents and employees of businesses located within
the City, to the extent permitted by fair housing laws and other applicable laws, and
consistent with the program regulations for funding sources used for development of the
Project, at initial lease up, Owner shall give a preference in the Project consistent with
the City of South San Francisco’s Municipal Code, Ordinance 1670-2025.
Notwithstanding the foregoing, in the event of a conflict between this provision and the
provisions of Section 42 of the Internal Revenue Code of 1986, as amended, the
provisions of such Section 42 shall control.
2.3. Miscellaneous.
2.13.1 Amendment. Except as otherwise modified in this First Amendment, the Original
Regulatory Agreement remains unmodified and in full force and effect.
2.23.2 Section 11.3 is amended to update Owner’s Address as follows:
If to Owner: 1051 Mission Affordable, LLC
350 California Street, Suite 1600
San Francisco, CA 94104
Attn: General Counsel
2.33.3 Counterparts. This First Amendment may be executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
SIGNATURES ON FOLLOWING PAGE
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory
Agreement and Declaration of Restrictive Covenants as of the date first written above.
OWNER
1051 Mission Affordable, LLC,
a California limited liability company
By: BRIDGE Housing Corporation,
a California nonprofit public benefit corporation,
its sole member and manager
By __________________________________
Sierra Atilano, Chief Real Estate Officer
SIGNATURES MUST BE NOTARIZED AND CITY SIGNATURE BLOCK IS ON
FOLLOWING PAGE
SIGNATURE PAGE TO AFFORDABLE HOUSING REGULATORY AGREEMENT
144\324\3971885.1
CITY
THE CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By: ______________________________
Name: Sharon Ranals
Title: City Manager
ATTEST:
By: ______________________________
Rosa Govea Acosta, City Clerk
APPROVED AS TO FORM:
By: ______________________________
Sky Woodruff, City Attorney
CITY MANAGER SIGNATURE MUST BE NOTARIZED
144\324\3971885.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public,
personally appeared ______________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(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.
______________________________________
Name: ______________________________
Notary Public
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.
144\324\3971885.1
STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public,
personally appeared ______________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(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.
______________________________________
Name: ______________________________
Notary Public
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.
144\324\3971885.1
Exhibit A
Legal Description