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(2) Proceeds of the Note and the Loan evidenced thereby shall only be applied <br />towards the Oxford Road Project as described in Exhibit B hereto and for payments due under <br />the Note and for no other purposes, except as may hereafter be agreed to by the parties through <br />formal amendment to this Agreement. Loan Proceeds shall be deposited and held in a specially <br />designated Sales Tax Proceeds Fund, along with CITY's other periodic receipts of Sales Tax <br />Proceeds until expended for Project costs or other approved purposes under the Governing <br />Agreement and payment of all amounts due under the Note. CITY shall promptly notify <br />COUNTY in writing of all bids solicited, contracts awarded and scheduling for the Oxford Road <br />Project and any changes thereto. All Project contractors and vendors being paid from Sales Tax <br />Loan Proceeds shall be required to obtain performance, payment, material and workmanship <br />bonds in amounts sufficient to cover the contracted goods and services, and COUNTY shall be <br />named as an insured party and payee under said bonds. <br />(3) After the issuance of the Note, no further lien interest or other <br />encumbrance of any portion of CITY's Sales Tax Proceeds that ranks prior to or on a parity with <br />the Note is permitted until the Note shall be paid in full and canceled. <br />Section 5. Termination of Agreement. <br />(a) COUNTY does hereby acknowledge that CITY is entering into this Agreement in <br />full reliance upon COUNTY's fulfillment of the obligations imposed by this Agreement for the <br />full term contemplated in this Agreement. COUNTY is entering into this Agreement in reliance <br />that CITY will continue in this Agreement pursuant to the terms stated in this Agreement. <br />However, CITY and COUNTY realize that unforeseen events may occur that may cause one or <br />the other party, or both, to seek termination of this Agreement in a manner consistent with the <br />terms described in subparagraph (b) below. <br />Interlocal Agreement Between Seminole County / City of Casselberry <br />Oxford Road Redevelopment Funding <br />Page 4 of 11 <br />