HomeMy WebLinkAbout2591 Subordination Agreement - COS & Cogent BankPrepared by:
Lonnie N. Groot, Esquire
Stenstrom, McIntosh, Colbert & Whigham, P.A.
300 International Parkway, Suite 100
Lake Mary, Florida 32746
(Not the preparer of the legal
description attached hereto).
Return to:
Traci Houchin, MMC, FCRM
City Clerk
City Hall
300 North Park Avenue
Sanford, Florida 32771
Tax Parcel Identification Number: 25-19-30-5AG-0405-0040.
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT ("Agreement") is given by CITY OF
SANFORD, a Florida municipal corporation (the "City") whose address is 300 North
Park Avenue, Sanford, Florida 32771 (the "City") to COGENT BANK (the "Bank")
whose address is 420 South Orange Avenue, Ste 150, Orlando, Florida 32801.
WHEREAS, on October 10, 2017, Nation Oak Ave II, LLC, a Florida limited
liability company, whose address is 570 Crown Oak Centre Drive, Longwood, Florida
32750 and the City entered into that certain City of Sanford Redevelopment Subsidy
Agreement and Grant of Lienhold Interest Relating to Nation Oak Ave II, LLC for 214
Oak Avenue, recorded October 30, 2017, in Official Records Book 9015, Page 933,
amended by that certain City of Sanford Redevelopment Subsidy Agreement and Grant
of Lienhold Interest Relating to Nation Oak 11, LLC for 214 Oak Ave Extension
Agreement recorded April 25, 2019, in Official Records Book 9340, Page 1782, Public
Records of Seminole County, Florida ("Existing Lien #1") and which lien covers the
following -described real property lying and being in Seminole County, Florida described
(the "Property")
Lots 1, 2, 3, 4, 5, 6, 7, 8 and 9, Block 4, Tier 5, E.R. Trafford's Map of the
Town of Sanford, according to the Plat thereof as recorded in Plat Book 1,
Pages 56 through 64, of the Public Records of Seminole County, Florida,
together with former railroad right-of-way located to the East of said Lots
6, 7, 8 and 9 and to the West of said Lots 1, 2, 3, 4, and 5, all in Block 4,
Tier 5, E.R. Trafford's Map of the Town of Sanford, according to the Plat
thereof as recorded in Plat Book 1, Pages 56 through 64 of the Public
Records of Seminole County, Florida.
; and
WHEREAS, on March 15, 2019, Nation Oak Ave I, LLC, a Florida limited liability
company, whose address is 570 Crown Oak Centre Drive, Longwood, Florida 32750
and the City entered into that certain City of Sanford Loan Subsidy Agreement and
Grant of Lienhold Interest Relating to Nation Oak Ave I, LLC, recorded August 15, 2019,
in Official Records Book 9416, Page 845, Public Records of Seminole County, Florida
(Existing Lien #2) and which lien covers the Property-, and
WHEREAS, on March 15, 2019, Nation Oak Ave I, LLC, a Florida limited liability
company, and the City entered into that certain City of Sanford Redevelopment Subsidy
Agreement and Grant of Lienhold Interest Relating to Nation Oak I, LLC recorded
February 18, 2020, in Official Records Book 9540, Page 409 Public Records of
Seminole County, Florida ("Existing Lien #3:) and which lien covers the Property; and
WHEREAS, the Bank has agreed to make a construction loan to Nation Oak Ave
I, LLC, a Florida limited liability company and Nation Oak Ave II, LLC, a Florida limited
liability company, in the amount of FOUR MILLION AND 00/100 DOLLARS
($4,000,000.00) (the "Loan"), which Loan is to be secured by, amongst other things, a
first priority mortgage lien and security interest encumbering the Property (the "New
Mortgage"); and
WHEREAS, as a condition for making the Loan, the Bank requires that Existing
Lien #1, Existing Lien #2 and Existing Lien #3 (collectively, as the "Existing Liens") shall
be fully subordinated in all respects to the first priority lien of the New Mortgage; and
WHEREAS, the City, as owner of the Existing Liens and the indebtedness
secured by it, and in order to induce the making of the Loan secured by New Mortgage,
desires to subordinate the Existing Liens to the New Mortgage.
NOW, THEREFORE, in consideration for the sum of ONE DOLLAR ($1.00), and
other good and valuable consideration, the parties hereto have mutually agreed as
follows:
1. The City does hereby covenant, stipulate, and agree that all liens,
encumbrances, and interests of every kind and character created under, renewed and
extended under or existing by virtue of the Existing Liens are hereby expressly
subordinated and made secondary and inferior to the New Mortgage and all other liens,
mortgages, encumbrances, security interests, and assignments securing the Loan now
existing or created at any time in the future in favor of the Bank.
2. This Agreement shall be binding upon the City and its successors and
assigns and shall inure to the benefit of Bank and its successors and assigns. This
Agreement shall extend to any modification, amendment, renewal or extension of the
New Mortgage or any other loan document executed in connection with the Loan.
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3. This Agreement and the covenants and agreements contained herein
shall not be impaired, reduced or affected by the taking of any other security for the
Loan, or the release, surrender or loss of any other security or collateral for the payment
of the Loan, or the failure, neglect or refusal of the Bank to enforce any other security or
collateral for the payment of the Loan.
DATED this 2nd day of January, 2024.
Attest:
CITY OF
Traci Houchin, MMC, FCRM
City Clerk��A;
Approved As To Form
And Legality:
tonnie N. Groot
Assistant City Attorney
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