HomeMy WebLinkAboutPR 21025: DEED OF TRUST, TEXAS STATE AFFORDABLE HOUSING CORP. INTEROFFICE MEMORANDUM
HOUSING ASSISTANCE PROGRAMS
Date: August 16, 2019
To: Ron Burton, Interim City Manager
Mayor and City Council f
From: BeverlyA Freeman, Director of Housing&Neighborhood N
Revitalization
RE: P.R. 21025 -Authorizing the City Manager to execute a Supplemental Deed of
Trust, whereas the Texas State Affordable Housing Corporation (TSAHC) shall be
considered a Permitted Mortgagee and the Grant document shall be considered a
Permitted Mortgage.
Nature of the request:
It is recommended the City Council adopt P. R. #21025 authorizing the City Manager to execute
a Supplemental Deed of Trust for purposes of the Ground Lease entered into between the City of
Port Arthur and Tender Loving Care Center for Children, (TLLCC) d/b/a Legacy Community
Development Corporation, (Legacy CDC) dated May 14, 2019, whereas, the Texas State
Affordable Housing Corporation (TSHAC) shall be considered a Permitted Mortgagee and the
Grant document shall be considered a Permitted Mortgage.
StaffAnalysis/Considerations:
TLCCC d/b/a Legacy CDC, Grantor, as lessee, entered into a ground lease agreement with the
City of Port Arthur, lessor, on May 14, 2019, pursuant to which the City of Port Arthur leases
additional land (hereinafter defined) to Grantor and pursuant to which certain development rights
related to the Additional Land are conveyed to Grantor from the City of Port Arthur (the
("Subject Ground Lease"). There is a Master Deed of Trust, Assignment, Security Agreement
and Fixture Filing which was filed for record in the county where the Property, Lot 6 Block 123
& W. 'A Lot 5 Block 123, City of Port Arthur (430 Charleston Avenue at 1300 5th Street) is
situated. Legacy CDC has a line of credit with TSAHC that allows Legacy CDC to build and pay
construction costs upfront so that Legacy CDC can submit reimbursement draws from the
HOME funds.
Budget Consideration:
N/A
Recommendation:
It is recommended the City Council adopt P. R. #21025 authorizing the City Manager to execute
a Supplemental Deed of Trust for purposes of the Ground Lease entered into between the City of
Port Arthur and Tender Loving Care Center for Children, (TLCCC) d/b/a Legacy Community
Development Corporation, (Legacy CDC) dated May 14, 2019, whereas the Texas State
Affordable Housing Corporation(TSAHC) shall be considered a Permitted Mortgagee and the
Grant document shall be considered a Permitted Mortgage.
P. R.#21025
08/16/19 BF/DF
RESOLUTION NUMBER
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE A SUPPLEMENTAL DEED OF TRUST BETWEEN
TENDER LOVING CARE CENTER FOR CHILDREN, (TLCCC)
D/B/A LEGACY COMMUNITY DEVELOPMENT
CORPORATION (LEGACY CDC) AS GRANTOR, AND THE
TEXAS STATE AFFORDABLE HOUSING CORPORATION,
(TSAHC)AS BENEFICIARY.
WHEREAS, a Ground Lease Agreement between TLCCC, d/b/a Legacy CDC,
Grantor, as lessee, and the City of Port Arthur, lessor, dated May 14, 2019, pursuant to which the
City of Port Arthur leases the additional land to Grantor and pursuant to which certain
development right related to the additional land are conveyed to Grantor from the City of Port
Arthur; and
WHEREAS,the City of Port Arthur, Ground Lessor, agrees for purposes of the
Ground Lease to the consent of the Supplemental Deed of Trust that states the Texas State
Affordable Housing Corporation shall be considered a Permitted Mortgagee and the
Supplementary Deed of Trust shall be considered a Permitted Mortgage; and
WHEREAS, this Supplemental Deed of Trust secures future advances to be used
for construction of improvements on the Land pursuant to the Loan Agreement between TLCCC
d/b/a Legacy CDC and the Texas State Affordable Housing Corporation; and
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PORT ARTHUR:
Section 1. THAT the facts and opinions in the preamble are true and correct.
Section 2. THAT City Council hereby authorizes the City Manager to
execute a Supplemental Deed of Trust giving consent to TLCCC d/b/a Legacy CDC, as Grantor,
and Texas State Affordable Housing Corporation, as Beneficiary in substantially the same form
as attached hereto as Exhibit "A".
Section 3. THAT a copy of the caption of this Resolution be spread upon
the minutes of the City Council.
READ, ADOPTED AND APPROVED this day of A.D.,
2019 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the
following vote: AYES: MAYOR:
COUNCILMEMBERS:
NOES:
THURMAN BARTIE, MAYOR
ATTEST:
SHERRI BELLARD, CITY SECRETARY
APPROVED AS TO FORM:
A
VAL TIZE III, CITY ATTORNEY
APPROVED FOR ADMINIST'\ • ON:
Agri*
RON BURTON, INTERIM CI ''' MANAGER
JAN-UJ
BEVERLY FREEMN, MANAGER OF
HOUSING AND NEIGHBORHOOD REVITALIZATION
EXHIBIT "A"
After recording,please return to:
Texas State Affordable Housing Corporation
2200 East MLK Jr. Blvd.
Austin,TX 78722
Attention: David Danenfelzer
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SUPPLEMENTAL DEED OF TRUST.ASSIGNMENT.
SECURITY AGREEMENT AND FIXTURE FILING
This Document Serves as a Fixture Filing under Section 9.502 of the Texas Business and
Commerce Code and as an assignment of Rents under Chapter 64 of the Texas Property Code.
The addresses of Grantor (Debtor) and Beneficiary (Secured Party/Assignee) are specified in the
recitals of this instrument.
Grantor's Organizational Identification Number: 20-8023787
This Supplemental Deed of Trust, Assignment, Security Agreement and Fixture Filing
(this "Deed of Trust") is made as of the day of August, 2019 by Tender Loving Care Center
for Children, d/b/a Legacy Community Development Corporation, a Texas nonprofit corporation
(herein referred to as "Grantor"), whose address is 3025 Plaza Circle, Port Arthur, Texas 77642,
to David Long, as trustee ("Trustee") for the benefit of TEXAS STATE AFFORDABLE
HOUSING CORPORATION, a Texas public nonprofit corporation (together with its successors
and assigns, "Beneficiary"), whose address is 2200 East Martin Luther King Blvd.,Austin,Texas
78702, Attention: David Danenfelzer.
Reference is made to that certain Master Deed of Trust, Assignment, Security Agreement
and Fixture Filing described below which was filed for record in the county where the Property
(as defined below) is situated(as the same may have been previously supplemented, amended, or
modified, and as the same may be amended or supplemented hereafter from time to time, the
"Master Deed of Trust"):
Jefferson County Document Number
Reference is also made to that certain Ground Lease Agreement between Grantor, as
lessee, and the City of Port Arthur, as lessor, dated as of May 14, 2019, pursuant to which the
City of Port Arthur leases the Additional Land (hereinafter defined) to Grantor and pursuant to
which certain development rights related to the Additional Land are conveyed to Grantor from
the City of Port Arthur(the "Subject Ground Lease").
All capitalized terms used herein which are not specifically defined herein shall have the
SUPPLEMENTAL DEED OF TRUST - Page 1
DAL
meaning ascribed to such terms in the Master Deed of Trust, provided, however, that the term
"Land" shall hereinafter include the real property described in Exhibit A attached hereto (the
"Additional Land") and incorporated herein by this reference.
Pursuant to Texas Property Code § 12.009(d), Grantor hereby acknowledges that a true
and correct copy of the Master Deed of Trust has been given to Grantor by Beneficiary, and that
this signed instrument shall be deemed conclusive evidence of Grantor's receipt thereof.
ARTICLE I
INCORPORATION AND GRANT
1.1 Incorporation of Master Deed of Trust. Each of the terms and provisions of the
Master Deed of Trust are incorporated herein in their entirety by this reference. Grantor makes
to Beneficiary each of the representations, warranties, and covenants set forth in the Master Deed
of Trust, effective as of the date hereof.
1.2 Grant. In order to secure the payment of the Note and the other Obligations and
the performance of the obligations, covenants, agreements and undertakings of Grantor
hereinafter described, Grantor does hereby GRANT, BARGAIN, SELL, CONVEY,
TRANSFER, ASSIGN and SET OVER to Trustee all of Grantor's rights, titles and interests, if
any, in and to Grantor's leasehold interest under the Ground Lease pertaining to the real estate
described in Exhibit A attached hereto and made a part hereof, TOGETHER WITH all
improvements now or hereafter located or constructed thereon and all other tangible and
intangible rights, titles, interest and property described in the Master Deed of Trust as part of the
"Property" (collectively, the "Property") TO HAVE AND TO HOLD the Property, together with
the rights, privileges and appurtenances thereto belonging unto the Trustee and his successors or
substitutes, forever in this trust and to his successors and assigns, subject to the Permitted
Encumbrances (as defined in the Loan Agreement) IN TRUST, however, upon the terms,
provisions and conditions set forth herein and the Master Deed of Trust. Further, Grantor also
grants to Beneficiary a security interest in any and all Rents arising from the Property.
ARTICLE II
TERMS AND PROVISIONS
2.1 Cross-Collateralization/Cross-Default. Grantor acknowledges and agrees that the
liens, assignments, pledges and security interests of each Supplemental Deed of Trust (including
this Deed of Trust) executed by Grantor shall secure all the Obligations, which includes without
limitation the Note and any and all renewals, increases, modifications, rearrangements and
extensions of the Note. Any Event of Default under any Supplemental Deed of Trust (including
this Deed of Trust) or any of the Loan Documents shall constitute an Event of Default under all
of the Supplemental Deeds of Trust (including this Deed of Trust) and all of the Loan
Documents.
2.2 No Work. Grantor has not initiated any development, construction, or other work
whatsoever on site at the Additional Land, and no such development, construction, or other work
shall be initiated by Grantor until the business day next following the date of recordation of this
Deed of Trust in the county where the Additional Land is located.
SUPPLEMENTAL DEED OF TRUST-Page 2
ARTICLE III
FINANCING STATEMENT
3.1 Construction Mortgage and Fixture Filing. This Deed of Trust secures future advances to
be used for construction of improvements on the Land pursuant to the Loan Agreement.
Accordingly, this Deed of Trust constitutes a "construction mortgage" under the Texas UCC.
This Deed of Trust shall also constitute a "fixture filing" for the purposes of the Texas UCC. All
or part of the Property are or are to become fixtures; information concerning the security interest
herein granted may be obtained from the parties at the addresses of the parties set forth herein.
For purposes of the security interest herein granted, the address of debtor (Grantor) is set forth in
the first paragraph of this Deed of Trust and the address of the secured party (Beneficiary) is set
forth in the first paragraph of this Deed of Trust.
THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
END OF TEXT; SIGNATURE PAGE FOLLOWS
SUPPLEMENTAL DEED OF TRUST-Page 3
This Deed of Trust is executed as of the date first above written.
GRANTOR:
Tender Loving Care Center for Children, d/b/a
Legacy Community Development Corporation, a
Texas nonprofit corporation
By:
Name:
Title:
State of Texas §
§
County of §
This instrument was acknowledged before me, the undersigned notary public, on August _,
2019, by , in the capacity as the of Tender Loving Care
Center for Children, d/b/a Legacy Community Development Corporation, a Texas nonprofit
corporation on behalf of said nonprofit corporation.
[ SEAL] Notary Public, State of Texas
My Commission Expires:
(Printed Name of Notary Public)
SUPPLEMENTAL DEED OF TRUST—Exhibit A
CONSENT BY GROUND LESSOR
Date: August _, 2019
Ground Lessor: City of Port Arthur, Texas
Ground Lessor Address: 444 4th Street
Port Arthur,Texas 77640
Grant Document: The Supplementary Deed of Trust between Tender Loving Care Center for
Children, d/b/a Legacy Community Development Corporation, as Grantor, and Texas State
Affordable Housing Corporation, as Beneficiary,to which this consent is attached.
Property: The tract of land described in the Grant Document.
Ground Lessor, and its successors and assigns, for valuable consideration, the receipt and
sufficiency of which is acknowledged, consent to the Grant Document and agrees that for
purposes of the Ground Lease entered into between Ground Lessor and Tender Loving Care
Center for Children, d/b/a Legacy Community Development Corporation dated May 14, 2019,
Texas State Affordable Housing Corporation shall be considered a Permitted Mortgagee and the
Grant Document shall be considered a Permitted Mortgage.
GROUND LESSOR:
CITY OF PORT ARTHUR
By:
Name:
Title:
State of Texas §
County of §
This instrument was acknowledged before me, the undersigned notary public, on August _,
2019, by , in the capacity as the of CITY OF PORT
ARTHUR, a municipality, on behalf of said municipality.
[ SEAL] Notary Public, State of Texas
My Commission Expires:
(Printed Name of Notary Public)
SUPPLEMENTAL DEED OF TRUST- Page 5
Exhibit A
LEGAL DESCRIPTION
Legal Description: Lot 6 Block 123 &W %2 of Lot 5 Block 123, City of Port Arthur
Street Address: 430 Charleston Avenue at 1300 5th Street
SUPPLEMENTAL DEED OF TRUST - Page 6