HomeMy WebLinkAboutReso 43-2023 (23-202)428-432 Baden Avenue
Loan Agreement – First Amendment
Page 1
FIRST AMENDMENT TO THE LOAN AGREEMENT BETWEEN THE CITY OF
SOUTH SAN FRANCISCO AND BADEN STATION INVESTORS, LLC.
THIS FIRST AMENDMENT TO THE LOAN AGREEMENT is made at South San Francisco,
California, as of March 8, 2023 by and between THE CITY OF SOUTH SAN FRANCISCO
(“City”), a municipal corporation, and Baden Station Investors, LLC, a California limited
liability company (“Borrower”), (sometimes referred together as the “Parties”) who agree as
follows:
RECITALS
A.Borrower owns that certain real property located in the City of South San
Francisco at 432 Baden Avenue, known as County Assessor’s Parcel Number 012-321-160, as
purchased from the City of South San Francisco , on or about January 13, 2023, pursuant that
certain Purchase And Sale Agreement And Joint Escrow Instructions, dated February 19, 2020,
as amended by that certain First Amendment to Purchase and Sale Agreement And Joint
Escrow Instructions dated April 9, 2020, that certain Second Amendment to Purchase and Sale
Agreement and Joint Escrow Instructions dated December 21, 2020, and that certain Third
Amendment to the Purchase and Sale Agreement and Joint Escrow Instructions dated
November 15, 2021 (together, the “PSA”). Borrower owns, or intends to acquire, that certain
adjacent lot, located at 428 Baden Avenue, South San Francisco, known as County Assessor’s
Parcel Number 012-314-010 (“Adjacent Lot”) (hereinafter collectively referred to as the
“Combined Properties”).
B.The City agreed to sell the Property at 432 Baden Avenue to Borrower, and
Borrower agreed to merge the Combined Properties into one parcel for the purpose of
developing a high density, residential apartment building with thirty-five (35) affordable
dwelling units thereon and one manager unit (each a "Unit," and collectively the "Project").
C.On January 13, 2022, City and Borrower entered that certain Loan Agreement
(“Agreement”) whereby through the Agreement and accompanying Exhibits, the City agreed to
provide Borrower with a loan in two components, Two Million Dollars ($2,000,000) pursuant
to terms for a “Short Term Component”, and Two Million Fifty Thousand Dollars
($2,050,000) pursuant to terms for a “Long Term Component”, secured by a Deed of Trust
(“Deed of Trust”) and evidenced by an accompanying Promissory Note (“Note”), each
executed on the same date as the Agreement . A true and correct copy of the executed
Agreement , Deed of Trust and Promissory Note are attached as Exhibit A.
D.Borrower and the City agreed that the Short Term Component of the Loan will be
repaid after Borrower secures construction financing, but no later than expiration of the Short
Term Component Maturity Date, as contemplated. The Long Term Component of the Loa n will
become due and payable on the maturity date described in Section 1.3 of the Agreement, and
payments thereon will be made annually through residual receipts.
EXHIBIT A
428-432 Baden Avenue
Loan Agreement – First Amendment
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E. To assist in the construction of affordable units on the Combined Properties, the
City made to Borrower, and Borrower received from the City, a loan as described in further
detail in the Agreement and using Commercial Linkage Fee Fund monies, in the total amount
of Four Million Fifty Thousand Dollars ($4,050,000) (the “Loan”).
F. In order to furt her assist in the construction of the affordable units and ensure
Borrower is able to secure construction financing for the Project, City and Borrower now desire
to amend the Agreement to decrease the Short Term Component of the Loan by One Million One
Hundred Thousand Dollars ($1,100,000) and increase the Long Term Component of the Loan by
the same amount . Consequently, pursuant to this Amendment, the Short Term Component of the
Loan will be decreased to the amount of Nine Hundred Thousand Dollars ($900,000), and the
Long Term Component of the Loan will be increased to the amount of Three Million One
Hundred Fifty Thousand Dollars ($3,150,000) to be repaid as further described in the Agreement .
The total Loan amount of Four Million Fifty Thousand Dollars ($4,050,000) is unchanged.
NOW, THEREFORE, for and in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and
Borrower hereby agree as follows:
1. All terms which are defined in the Agreement shall have the same meaning when used in this
Amendment, unless specifically provided herein to the contrary.
2. Section 1: Loan Term. Section 1 of the Agreement shall be amended such that any
reference to the Short Term Component of the Loan, in the amount of Two Million
Dollars ($2,000,000), shall now refer to the Short Term Component of the Loan in
the amount of Nine Hundred Thousand Dollars ($900,000). Any reference to the
Long Term Component of the Loan, in the amount of Two Million Fifty Thousand
Dollars ($2,050,000), shall now refer to the Long Term Component of the Loan in
the amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000).
The total Loan amount under the Agreement shall remain Four Million Fifty
Thousand Dollars ($4,050,000).
3. Any references to the Short Term Component and Long Term Component of the Loan in
the Agreement shall now be interpreted consistent with Section 2 of this First
Amendment.
All other terms, conditions and provisions in the Agreement remain in full force and effect. If
there is a conflict between the terms of this Amendment and the Agreement, the terms of the
Agreement will control unless specifically modified by this Amendment.
[SIGNATURES ON THE FOLLOWING PAGE]
428-432 Baden Avenue
Loan Agreement – First Amendment
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IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first
written above.
CITY OF SOUTH SAN FRANCISCO,
a municipal corporation
By:
Sharon Ranals
Interim City Manager
ATTEST:
By: ___________________________
Rosa Govea Acosta
City Clerk
Approved as to Form:
By:
Sky Woodruff
City Attorney
BORROWER:
BADEN STATION INVESTORS, LLC
a California limited liability company
By: __________________________
Name: James Rendler
Title: Manager
5309007.1