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2. This Promissory Note is issued under the authority of Chapter 673, Florida <br />Statutes (2014), Chapter 166, Part II, Florida Statutes (2014), including particularly Sections <br />166.111 and 166.121 thereof and Resolution No. approving the issuance of this <br />Note and further authorizing their execution by the Mayor and the City Clerk of the City of <br />Casselberry. This Note is further subject to all of the covenants and conditions expressed in that <br />certain Agreement between MAKER and HOLDER dated , 2015, as if <br />the same were fully restated herein. All of the capitalized terms and phrases used herein shall <br />have the same meanings ascribed to them as in said Agreement. <br />3. This Promissory Note (the "Note") is secured by a first lien on and pledge of all <br />of MAKER's allocations of Sales Tax Proceeds received by it from the disbursements from the <br />Florida Department of Revenue until this Note shall be paid in full. Nothing in this Note or the <br />Agreement shall be construed as giving HOLDER the right to compel the ad valorem taxing <br />power of MAKER; nor shall the financial obligation evidenced hereby be a general obligation <br />indebtedness of the City of Casselberry; nor constitute a lien on any portion of the Project or any <br />other real or personal property assets of the City of Casselberry, other than the Sales Tax <br />Proceeds as hereby pledged and encumbered. <br />4. If MAKER fails to use the Sales Tax Proceeds in the manner as required by the <br />Agreement and this Note, or else fails to perform any of the required covenants herein or in the <br />Agreement, or shall be in default for any of the reasons set forth below, then all outstanding <br />sums due under this Note shall become immediately due and payable in full under the terms set <br />forth therein and herein. <br />5. MAKER shall use the proceeds of this Note only for the purposes of acquisition, <br />construction and rehabilitation of the Oxford Road Project as described in the Agreement and <br />Exhibit B thereto and for no other purpose. Failure of MAKER to use the Note proceeds in said <br />fashion shall be an event of default hereunder and under the Agreement. <br />6. An event of default shall also include the following: <br />(a) Failure to pay the outstanding principal amount hereof or any other sum due <br />under this instrument at the stated maturity or due date at the time this Note is refinanced. <br />(b) Failure to diligently complete the Project or abandonment thereof by MAKER. <br />(c) Failure to pay contracted vendors for Project goods and services provided and <br />allowing Project properties to become encumbered by contractor and/or materialmen liens. <br />(d) Failure to require Project contractors and vendors to obtain and maintain the <br />bonds and insurance coverage required by the Agreement. <br />(e) Failure to maintain adequate hazard insurance on the Project and completed <br />improvements. <br />(0 Failure to comply with the terms of any other senior or junior encumbrances, <br />pledges or liens on Sales Tax Proceeds in existence on the date hereof or, after the issuance of <br />this Note, and for so long as this Note shall be outstanding and unpaid, any further encumbrance <br />A-2 <br />