HomeMy Public PortalAbout100_023_Clk_escrow CITY OF TYBEE ISLAND
Loan/Project No. 2013L35WJ
FROHSSCDRY NOME
$1,695,000
FOR VALUE RECEIVED, the undersigned (hereinafter referred to as the
"Borrower") promises to pay to the order of the Georgia Environmental Finance
Authority (hereinafter referred to as the "Lender") at the Lender's office located in
Atlanta, Georgia, or at such other place as the holder hereof may designate, the
principal sum of ONE MILLION SIX HUNDRED NINETY-FIVE THOUSAND DOLLARS
AND ZERO CENTS ($1,695,000), or so much thereof as shall have been advanced
hereagainst and shall be outstanding, together with interest on so much of the principal
balance of this Note as may be outstanding and unpaid from time to time, calculated at
the rate or rates per annum indicated below.
The unpaid principal balance of this Note shall bear interest at a rate per annum
equal to ONE AND 40/100 PERCENT (1.40%), (1) calculated on the basis of actual
number of days in the year and actual days elapsed until the Amortization
Commencement Date (as hereinafter defined), and (2) calculated on the basis of a 360-
day year consisting of twelve 30-day months thereafter.
Accrued interest on this Note shall be payable monthly on the first day of each
calendar month until the first day of the calendar month following the earlier of (1) the
Completion Date (as defined in the hereinafter defined Loan Agreement), (2) January
1, 2016, or (3) the date that the loan evidenced by this Note is fully disbursed (the
"Amortization Commencement Date"). Principal of and interest on this Note shall be
payable in Two Hundred Thirty-Nine (239) consecutive monthly installments equal to
the Installment Amount (as hereinafter defined), commencing on the first day of the
calendar month following the Amortization Commencement Date, and continuing to be
due on the first day of each succeeding calendar month thereafter, together with a final
installment equal to the entire remaining unpaid principal balance of and all accrued
interest on this Note, which shall be due and payable on the date that is 20 years from
the Amortization Commencement Date (the "Maturity Date").
This Note shall bear interest on any overdue installment of principal and, to the
extent permitted by applicable law, on any overdue installment of interest, at the
aforesaid rates. The Borrower shall pay a late fee equal to the Lender's late fee, as
published from time to time in the Lender's fee schedules, for any installment payment
or other amount due hereunder that is not paid in full within five (5) days after such
payment is due.
"Installment Amount" means the amount equal to the monthly installment of
principal and interest required to fully amortize the then outstanding principal balance of
this Note as of the Amortization Commencement Date at the rate of interest on this
Note, on the basis of level monthly debt service payments from the Amortization
Commencement Date to and including the Maturity Date.
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All payments or prepayments on this Note shall be applied first to unpaid fees
and late fees, then to interest accrued on this Note through the date of such payment or
prepayment, and then to principal (and partial principal prepayments shall be applied to
such installments in the inverse order of their maturity).
At the option of the Lender, the Borrower shall make payments due under this
Note using pre-authorized electronic debit transactions, under which the Lender will be
authorized to initiate and effect debit transactions from a designated account of the
Borrower without further or additional approval or confirmation by the Borrower. The
Borrower further agrees to adopt any necessary approving resolutions and to complete
and execute any necessary documents in order for the Lender to effect such pre-
authorized debit transactions. In the event the Borrower has insufficient funds in its
designated account on the date the Lender attempts to debit any payment due
hereunder, the Borrower shall pay the Lender a processing fee equal to the Lender's
processing fee, as published from time to time in the Lender's fee schedules for each
such occurrence (but not exceeding two such processing fees in any calendar month),
in addition to any late fee as provided above.
The Borrower may prepay the principal balance of this Note in whole or in part at
any time without premium or penalty.
This Note constitutes the Promissory Note issued under and pursuant to and is
entitled to the benefits and subject to the conditions of a Loan Agreement (the "Loan
Agreement"), dated the date hereof, between the Borrower and the Lender, to which
Loan Agreement reference is hereby made for a description of the circumstances under
which principal shall be advanced under this Note. Reference is hereby made to the
Loan Agreement for a description of the security for this Note and the options and
obligations of the Borrower and the Lender hereunder. Upon an Event of Default (as
defined in the Loan Agreement), the entire principal of and interest on this Note may be
declared or may become immediately due and payable as provided in the Loan
Agreement.
The obligation of the Borrower to make the payments required to be made under
this Note and to perform and observe any and all of the other covenants and
agreements on its part contained herein shall be a general obligation of the Borrower,
as provided in the Loan Agreement, and shall be absolute and unconditional
irrespective of any defense or any rights of setoff, counterclaim, or recoupment, except
for payment, it may otherwise have against the Lender.
In case this Note is collected by or through an attorney-at-law, all costs of such
collection incurred by the Lender, including reasonable attorney's fees, shall be paid by
the Borrower.
Time is of the essence of this Note. Demand, presentment, notice, notice of
demand, notice for payment, protest, and notice of dishonor are hereby waived by each
and every maker, guarantor, surety, and other person or entity primarily or secondarily
liable on this Note. The Lender shall not be deemed to waive any of its rights under this
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Note unless such waiver be in writing and signed by the Lender. No delay or omission
by the Lender in exercising any of its rights under this Note shall operate as a waiver of
such rights, and a waiver in writing on one occasion shall not be construed as a consent
to or a waiver of any right or remedy on any future occasion.
This Note shall be governed by and construed and enforced in accordance with
the laws of the State of Georgia (without giving effect to its conflicts of law rules).
Whenever possible, each provision of this Note shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Note.
Words importing the singular number hereunder shall include the plural number
and vice versa, and any pronoun used herein shall be deemed to cover all genders.
The word "Lender" as used herein shall include transferees, successors, and assigns of
the Lender, and all rights of the Lender hereunder shall inure to the benefit of its
transferees, successors, and assigns. All obligations of the Borrower hereunder shall
bind the Borrower's successors and assigns.
SIGNED, SEALED, AND DELIVERED by the undersigned Borrower as of the
day of
CITY OF TYBEE ISLAND
Approved as to form: Signature:
Print Name:
By: Title: _ 4=
Borrower's Attorney
(SEAL) SEAL
Attest Signature:
•rint Name:
Title:
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