HomeMy WebLinkAboutReso 119-2019 (19-695)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 119-2019
File Number: 19-695 Enactment Number: RES 119-2019
RESOLUTION APPROVING SECOND MODIFICATION TO
REGULATORY AGREEMENT AND DECLARATION OF
RESTRICTIVE COVENANTS, AND SECOND MODIFICATION OF
DEED OF TRUST AND ASSIGNMENT OF RENTS FOR THE 1999
WILLOW GARDENS NEIGHBORHOOD REHABILITATION
PROJECT; AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID DOCUMENTS.
WHEREAS, in January 1999, the former Redevelopment Agency of the City of South San Francisco
("former RDA") provided financing and entered into a loan agreement with Willow Gardens Housing
Associates, a California limited partnership affiliated with Mid -Peninsula Housing Coalition (the
"Developer") in the amount of $3.5 million ("RDA Loan") to acquire and rehabilitate affordable housing
units in the Willow Gardens Neighborhood (the "Project"); and
WHEREAS, the City and Developer also applied for County (HOME Investment Partnerships Program)
and federal (Community Development Block Grant (CDBG)/Section 108) funding to offset the costs of
the Project; and
WHEREAS, between 1999 and 2005, the Developer acquired nine (9) properties, seven (7) solely with
the RDA Loan funds and an additional bridge loan provided by the RDA and two (2) were acquired with
developers' in -lieu housing contributions; and
WHEREAS, with the approval of these proposed modifications, the language of the agreements will
reflect that all of the properties are restricted as intended and ensure that their use is restricted to
low-income housing by way of the applicable RDA regulatory agreement; and
WHEREAS, City staff and the Developer intend to update the applicable financial documents to reflect
the existing loan encumbrances and affordability restrictions on all nine (9) properties and to fully secure
all funding against the properties; and
WHEREAS, after the proposed modifications, the RDA regulatory agreement and the Deed of Trust will
include seven (7) of the nine (9) properties, the remaining two (2) properties are already fully restricted
pursuant to a separate RDA regulatory agreement and Deed of Trust; and
WHEREAS, in an effort to update and ensure consistency in the agreements and to reflect current
conditions, City staff has worked with the Developer to update the relevant documents where
appropriate.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that
City of South San Francisco Page 1
File Number. 19-695 Enactment Number. RES 119-2019
the City Council hereby approve the following documents:
Second Modification to the RDA Regulatory Agreement, attached hereto as Exhibit A, to include sites
383 Susie Way (APN 011-270-170-1) and 364 Susie Way (APN 011-270-300), as identified on the
Willow Gardens Site Map, attached hereto as Exhibit C.
Second Modification to the RDA Deed of Trust, attached hereto as Exhibit B, to include sites 383 Susie
Way (APN 011-270-170-1) and 364 Susie Way (APN 011-270-300), as identified on the Willow Gardens
Site Map, attached hereto as Exhibit C.
BE IT FURTHER RESOLVED, by the City Council of the City of South San Francisco that the City
Council hereby authorizes the City Manager or his designee to execute the documents attached hereto,
subject as to approval as to form by the City Attorney, and to take such other actions reasonably
necessary to carry out the intent of this Resolution
At a meeting of the City Council on 9/25/2019, a motion was made by Richard Garbarino, seconded by
Buenaflor Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Matsumoto, Vice Mayor Garbarino, Councilmember Addiego,
Councilmember Nagales, and Councilmember Nicolas
Attest by 14 & Xk
osa Govea Acosta
City of South San Francisco Page 2
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Recording Requested by and
When Recorded Mail to:
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
____________________________________________________________________
SECOND MODIFICATION TO
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
______________________________________________________________________
This Second Modification to Regulatory Agreement and Declaration of Restrictive
Covenants (the “Modification”), is dated _________________, 2019, for reference
purposes only, and is made and entered into by and between Willow Gardens Housing
Associates, a California Limited Partnership (the “Borrower”), and the City of South San
Francisco, successor housing agency to the Redevelopment Agency of the City of South
San Francisco, an agency existing under the laws of the State of California (the “City”).
R E C I T A L S
A.The City has made a loan to the Borrower in the original principal amount
of $3,500,000 (the “Loan”), which is secured by that certain Regulatory Agreement and
Declaration of Restrictive Covenants dated January 4, 1999, and recorded against the
Original Property in the Official Records of San Mateo County on March 16, 1999, as
Instrument No. 99-045816 (the “Original Regulatory Agreement”), as amended by that
certain Modification to Regulatory Agreement and Declaration of Restrictive Covenants
dated August 3, 2016, and recorded against the Original Property in the Official Records
of San Mateo County on November 28, 2016, as Instrument No. 2016-124183 (the “First
Modification” and collectively with the Original Regulatory Agreement, the “Regulatory
Agreement”).
B.Proceeds of the Loan were used to acquire certain real property in the City
of South San Francisco, California, over a period of time, with the intent that each property
would serve as collateral for the Loan and be secured by a deed of trust and regulatory
agreement recorded against the property. The Loan was originally secured by the
following real properties in South San Francisco, California (the “Original Property”):
395 Susie Way Assessor’s Parcel No. 011-270-200
EXHIBIT A
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C. Borrower and City entered into the First Modification to add the following
real properties in South San Francisco, California, to be encumbered by the Regulatory
Agreement (the “First Modification Property”) (the Original Property and the First
Modification Property are described on Exhibit “A” attached hereto and made a part
hereof):
990 Brusco Way Assessor’s Parcel No. 011-270-100
986 Brusco Way Assessor’s Parcel No. 011-270-110
982 Brusco Way Assessor’s Parcel No. 011-270-120
976 Sandra Court Assessor’s Parcel No. 011-271-100
D. The Borrower is the owner of that certain real property located at 383 Susie
Way and 364 Susie Way, South San Francisco, California, identified as Assessor’s Parcel
Nos. 011-270-170-1 and 011-270-300, respectively, and legally described on Exhibit “B”
attached hereto and made a part hereof (the “Additional Property”).
383 Susie Way Assessor’s Parcel No. 011-270-170-1
364 Susie Way Assessor’s Parcel No. 011-270-300
E. The parties are entering into this Modification to clarify that the Additional
Property was originally intended to be included with the Original Property pursuant to the
assemblage plan as defined in Recital 1 of the Original Regulatory Agreement. The
Original Property and the Additional Property are described together on the attached
Exhibit “C” (the “New Legal Description”). Exhibit “C” replaces the Exhibit A attached
to the Regulatory Agreement.
AGREEMENT
NOW, THEREFORE, for sufficient consideration which is hereby acknowledged, the
parties agree as follows:
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1. The foregoing Recitals are true and correct and included as part of this
Modification.
2. The Regulatory Agreement is modified by replacing Exhibit A, legal
description of the Original Property, with the attached Exhibit “C”.
3. The Affordability Covenants set forth in Article 2 of the Regulatory
Agreement are expressly applicable to each individual property comprising the Original
Property and the Additional Property.
4. In all other respects not inconsistent with this Modification the terms of the
Regulatory Agreement, which are incorporated herein by reference thereto, shall remain
in full force and effect, and be binding on the parties.
5. This Modification shall inure to and bind the heirs, devisees, successors and
assigns of the parties hereto.
6. This Modification may be executed in multiple counterparts, all of which
together shall constitute a single instrument.
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IN WITNESS WHEREOF the parties hereby execute and enter into this Modification as
of the date first set forth above and agree to be bound hereby:
BORROWER:
Willow Gardens Housing Associates,
a California Limited Partnership
By: Mid-Peninsula San Ramon Corporation,
a California nonprofit public benefit corporation,
its general partner
By: ________________________
Its: ________________________
State of California
County of ____________________________________
On _____________________________ before me _____________________________, Notary Public,
Date
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.
Place Notary Seal Above ______________________________________________
Signature of Notary Public
Signatures Continued on Following Page
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CITY:
City of South San Francisco, successor
housing agency to the Redevelopment Agency
of the City of South San Francisco,
an agency existing under the laws of the State of California
By: ________________________
Its: ________________________
APPROVED AS TO FORM
_____________________________________
City Counsel
State of California
County of ____________________________________
On _____________________________ before me __________________________, Notary Public,
Date
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.
Place Notary Seal Above ______________________________________________
Signature of Notary Public
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EXHIBIT “A”
LEGAL DESCRIPTION OF THE ORIGINAL PROPERTY
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EXHIBIT “B”
LEGAL DESCRIPTION OF THE ADDITIONAL PROPERTY
The land referred to herein is situated in the County of San Mateo, City of South San
Francisco, State of California, and is described as follows:
Lot 8, Block 8, as designated on the map entitled, “Willow Gardens South San
Francisco, San Mateo County, California”, filed in the Office of the Recorder of the
County of San Mateo, State of California on December 29, 1964 in Book 61 of Maps at
Pages 24 and 25.
APN: 011-270-170
Lot 31 in Block 2, as shown on that certain map entitled, “Willow Gardens”, filed in the
Office of the Recorder of the County of San Mateo, State of California on December 29,
1964 in Book 61 of Maps at Page 24.
APN: 011-270-300
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EXHIBIT “C”
NEW LEGAL DESCRIPTION
Lot 8, Block 8, as designated on the map entitled, “Willow Gardens South San
Francisco, San Mateo County, California”, filed in the Office of the Recorder of the
County of San Mateo, State of California on December 29, 1964 in Book 61 of Maps at
Pages 24 and 25.
APN: 011-270-170
Lot 31 in Block 2, as shown on that certain map entitled, “Willow Gardens”, filed in the
Office of the Recorder of the County of San Mateo, State of California on December 29,
1964 in Book 61 of Maps at Page 24
APN: 011-270-300
1
Recording Requested by and
When Recorded Mail to:
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
____________________________________________________________________
SECOND MODIFICATION OF
DEED OF TRUST AND ASSIGNMENT OF RENTS
______________________________________________________________________
This Second Modification of Deed of Trust and Assignment of Rents (the “Modification”),
is dated ________________, 2019, for reference purposes only, and is made and entered
into by and among Willow Gardens Housing Associates, a California Limited Partnership
(the “Trustor”), and the City of South San Francisco, successor housing agency to the
Redevelopment Agency of the City of South San Francisco, an agency existing under the
laws of the State of California (the “Beneficiary”) and Old Republic Title Company
(“Trustee”).
R E C I T A L S
A.The Beneficiary has made a loan to the Trustor in the original principal
amount of $3,500,000 (the “Loan”), which is secured by a deed of trust dated January 4,
1999, and recorded against the Original Collateral in the Official Records of San Mateo
County on March 16, 1999, as Instrument No. 99-045815 (the “Original Deed of Trust”),
as modified by that certain Modification of Deed of Trust and Assignment of Rents dated
August 3, 2016 (the “First Modification”), and recorded against the Original Property in
the Official Records of San Mateo County on November 28, 2016, as Instrument No.
2016-124182 (collectively, the “Deed of Trust”).
B.Proceeds of the Loan were used to acquire certain real property in the City
of South San Francisco, California, over a period of time, with the intent that each property
would serve as collateral for the Loan and be secured by a deed of trust and regulatory
agreement recorded against the property. The Loan was originally secured by the
following real properties in South San Francisco, California (the “Original Collateral”):
395 Susie Way Assessor’s Parcel No. 011-270-200
EXHIBIT B
2
C. Trustor and Beneficiary entered into the First Modification to add the
following real properties in South San Francisco, California, as collateral for the Loan (the
“First Modification Collateral”) (the Original Collateral and the First Modification Collateral
are described on Exhibit “A” attached hereto and made a part hereof):
990 Brusco Way Assessor’s Parcel No. 011-270-100
986 Brusco Way Assessor’s Parcel No. 011-270-110
982 Brusco Way Assessor’s Parcel No. 011-270-120
976 Sandra Court Assessor’s Parcel No. 011-271-100
D. The Trustor is the owner of that certain real property located at 383 Susie
Way and 364 Susie Way, South San Francisco, California, identified as Assessor’s Parcel
Nos. 011-270-170-1 and 011-270-300, respectively, and legally described on Exhibit “B”
attached hereto and made a part hereof (the “Additional Collateral”).
383 Susie Way Assessor’s Parcel No. 011-270-170-1
364 Susie Way Assessor’s Parcel No. 011-270-300
E. The parties are entering into this Modification to clarify that the Additional
Collateral was originally intended to be included with the Original Collateral, pursuant to
the assemblage plan as defined in Recital 1 of the Regulatory Agreement and Declaration
of Restrictive Covenants dated January 4, 1999, as property securing the Loan and to
add the Additional Collateral as security for the Deed of Trust. The Original Property and
the Additional Collateral are described together on the attached Exhibit “C” (the “New
Legal Description”).
AGREEMENT
NOW, THEREFORE, for sufficient consideration which is hereby acknowledged, the
parties agree as follows:
1. The foregoing Recitals are true and correct and included as part of this
Modification.
3
2. The Deed of Trust is modified by replacing Exhibit A, legal description of
the Original Collateral, with Exhibit “C”.
3. The Trustor does hereby grant and convey the real property described in
Exhibit “C” to Trustee under said Deed of Trust, together with power of sale and subject
to each and all of the terms and conditions of the Deed of Trust, including this Modification
and any supplements hereto.
4. In all other respects not inconsistent with this Modification the terms of the
Deed of Trust, which are incorporated herein by reference thereto, shall remain in full
force and effect, and be binding on the parties.
5. The Trustee is hereby authorized and directed to endorse a memorandum
hereof upon said Deed of Trust and the promissory note secured thereby.
6. This Modification shall inure to and bind the heirs, devisees, successors
and assigns of the parties hereto.
7. This Modification may be executed in multiple counterparts, all of which
together shall constitute a single instrument.
4
IN WITNESS WHEREOF the parties hereby execute and enter into this Modification as
of the date first set forth above and agree to be bound hereby:
TRUSTOR:
Willow Gardens Housing Associates,
a California Limited Partnership
By: Mid-Peninsula San Ramon Corporation,
a California nonprofit public benefit corporation,
its general partner
By: ________________________
Its: ________________________
State of California
County of ____________________________________
On _____________________________ before me _____________________________, Notary Public,
Date
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.
Place Notary Seal Above ______________________________________________
Signature of Notary Public
Signatures Continued on Following Page
5
BENEFICIARY:
City of South San Francisco, successor
housing agency to the Redevelopment Agency
of the City of South San Francisco,
an agency existing under the laws of the State of California
By: ________________________
Its: ________________________
APPROVED AS TO FORM
_____________________________________
City Counsel
State of California
County of ____________________________________
On _____________________________ before me __________________________, Notary Public,
Date
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.
Place Notary Seal Above ______________________________________________
Signature of Notary Public
6
TRUSTEE:
Old Republic Title Company
By: ________________________
Its: ________________________
State of California
County of ____________________________________
On _____________________________ before me _____________________________, Notary Public,
Date
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.
Place Notary Seal Above ______________________________________________
Signature of Notary Public
7
EXHIBIT “A”
LEGAL DESCRIPTION OF THE ORIGINAL COLLATERAL
8
EXHIBIT “B”
LEGAL DESCRIPTION OF THE ADDITIONAL COLLATERAL
The land referred to herein is situated in the County of San Mateo, City of South San
Francisco, State of California, and is described as follows:
Lot 8, Block 8, as designated on the map entitled, “Willow Gardens South San
Francisco, San Mateo County, California”, filed in the Office of the Recorder of the
County of San Mateo, State of California on December 29, 1964 in Book 61 of Maps at
Pages 24 and 25.
APN: 011-270-170-1
Lot 31 in Block 2, as shown on that certain map entitled, “Willow Gardens”, filed in the
Office of the Recorder of the County of San Mateo, State of California on December 29,
1964 in Book 61 of Maps at Page 24.
APN: 011-270-300
9
EXHIBIT “C”
NEW LEGAL DESCRIPTION
Lot 8, Block 8, as designated on the map entitled, “Willow Gardens South San
Francisco, San Mateo County, California”, filed in the Office of the Recorder of the
County of San Mateo, State of California on December 29, 1964 in Book 61 of Maps at
Pages 24 and 25.
APN: 011-270-170
Lot 31 in Block 2, as shown on that certain map entitled, “Willow Gardens”, filed in the
Office of the Recorder of the County of San Mateo, State of California on December 29,
1964 in Book 61 of Maps at Page 24
APN: 011-270-300
.~ ...
WILLOW GARDENS
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