SAMPLE CDBG 200#-##-8693

LOAN AGREEMENT
THIS LOAN AGREEMENT, made this _____ day of ___________________, 2005, by and between
the COUNTY OF TOMPKINS, NEW YORK, with offices located at 125 East Court Street, Ithaca, NY
14850 (hereinafter referred to as the Lender) and SARA E. WHITE INDIVIDUALLY AND DBA
WILD FLOWERS, located at 20 W. Main Street, Dryden, NY (hereinafter referred to as the Borrower)
WITNESSETH THAT:
WHEREAS, the Lender has funds available in the Tompkins County Economic Development Revolving
Loan Fund from repaid Small Cities Community Development Block Grants awarded to the Lender by
the United States Department of Housing and Urban Development (HUD) that can be used to assist
small businesses; and
WHEREAS, as a condition of utilizing HUD grant funds for this loan, an Agreement shall be entered into
between the Lender and the Borrower, setting forth the representations and obligations of both parties
relative to the loan;
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, and the mutual promises herein,
it is agreed as follows:
1. TERM LOAN
The Lender agrees to lend to Borrower on the terms and conditions contained herein; and Borrower
promises to make payments to the order of Lender until what is owed has been repaid.
1.1 Amount Financed
The amount financed as a loan is ten thousand three hundred eighty-five and no 100ths ($10385.00). Of
the amount financed, $10,385.00 is given to Borrower directly.
1.2 Terms of Payment
The fixed Annual Percentage Rate is three percent (3.00%). Payments of $229.55 are due on the first day
of each month starting on January 1, 2006, for forty-eight (48) payments or until loan is paid in full. The
total amount due is $XXXX.XX, exclusive of late charges and penalties.
1.3 Proceeds
All loans shall be used for the specific purposes previously outlined by the Borrower to the Lender as
referenced in the loan proposal adopted by the Tompkins County Economic Development Loan Oversight
Committee on June 19, 2006. All indebtedness of the Borrower to any Guarantors shall hereafter be
subordinate to the indebtedness of the Borrower to the Lender.
1.4 Change in Terms
The Lender has the right to change the terms of this Agreement from time to time after giving Borrower any
advance notice required by law. At the discretion of the Lender and subject to any requirements of the
applicable law, the change in terms will also apply to unpaid balances.
1.5 Late Charges
A late charge of twenty percent (20%) of the interest due will be charged on payments after the 12th day of
the month. The maximum late charge is $25.00.
1.6 Prepayment

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Borrower may without premium or penalty prepay any principal amount above the minimum monthly
payment required.
2. COLLATERAL
The following assets shall constitute collateral for the subsequent loan:
2.1
Purchase money lien in all accounts, and any inventory, machinery, equipment, supplies, general
intangibles, furniture and fixtures purchased with the funds shall be held as collateral for the funds loaned
herein. Borrow shall periodically provide to Lender a list of any inventory, machinery, equipment, supplies,
general intangibles, furniture an fixtures purchased with the funds.
2.2
The Lender shall hold a second security interest pursuant to Uniform Commercial Code on all accounts,
inventory, machinery, equipment, supplies, general intangibles, furniture and fixtures and cash now owned
and hereafter acquired.
2.3
Borrower agrees that the Lender may file liens against the collateral without the signature of Borrower.
2.4
Borrower agrees not to pledge any of the assets listed in 2.1 above as collateral for any other obligation.
2.5
All shares and deposits in all individual, join, and business accounts shall be held as collateral for the funds
loaned herein. Shares and deposits in Individual Retirement Accounts and any other account that would lose
special tax treatment under Federal law if given as security are not subject to the security interest you have
given in your shares and deposits.
3. REPRESENTATIONS AND WARRANTIES
3.1 Legal Status
Borrower is a Sole Proprietorship duly organized and existing under the laws of the State of New York, and
is qualified to do business in all jurisdictions in which it conducts its business. Borrower represents that
the making and performance by Borrower of this Agreement does not violate any provision of law or result
in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower
is a party or by which Borrower may be bound. Borrower agrees and warrants that this Agreement has
been duly authorized, executed and delivered, and is a valid and binding agreement of Borrower.
3.2 Warranty of Financial Statements and Tax Returns
The Borrower and Guarantors warrant all submitted and hereafter submitted financial statements
representing balance sheets of the Borrower, or Guarantors as the case may be, as of the respective dates
are the results of operations for the periods indicated, and the stated financial statements are and will be in
conformity with generally accepted accounting principles and applied on a consistent basis.
The Borrower warrants that none of the material submitted or to be submitted and none of the statements
and representations made have or will contain untrue statements or information, nor have or will contain
partial or misleading statements or information.
The Borrower further warrants that the Lender may rely upon such statements, representations, and
material as accurate and complete information in its determination of the viability and financial strength of
the Borrower. The Borrower further agrees to advise the Lender at once of any change or event which will

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materially alter or impair the performance of the Borrower either financially or in its normal course of
business routines.
3.3 Free Title
The Borrower warrants the title to the collateral and warrants that Borrower is vested with full and
complete title free of all liens and encumbrances. The obligations of Borrower under this agreement shall
not be subordinated in right of payment to any obligation of Borrower.
3.4 Taxes
The Borrower warrants that it has filed and will continue to file, all tax returns which are required to be
filed and has paid, and will continue to pay, all taxes which may become due pursuant to said return or
pursuant to any assessment related thereto, and said filing and payment to be made on or before any
required due date, except that prudent and reasonable extensions for the filing or payment of taxes
requested by the Borrower's independent certified public accountant in the normal course of business will
be allowed. Further, Borrower warrants that no tax liability has been assessed by the Internal Revenue
Service or any other taxing agency which is materially in excess of that already paid and the Borrower
knows of no basis for any such deficiency assessment. The term taxes as used herein shall include all
assessments, governmental charges, levies, and similar liabilities.
3.5 Litigation
The Borrower warrants that it has complied, and will continue to comply with all federal, state municipal,
and other laws, ordinances and regulations applicable to it and its business; that there are no actions, suits
or proceedings pending or threatened against or affecting the Borrower, its officers or directors in law or in
equity; that to Borrowers knowledge there is no probability of any such action, suit or proceeding; that
there exists no ground for any such actions, suit or proceeding except as is clearly indicated in the financial
statements having been submitted to the Lender. Furthermore, the Borrower warrants that in the event that
any such action, suit, or proceeding become imminent or probable, or grounds be known, that the Lender
will be notified immediately and that the Borrower's legal counsel shall be required to submit summaries of
proceedings from time to time, or within five days of request by the Lender. Should liability of the
Borrower become probable as a result of any such action, suit, or proceeding, then the Borrower shall
reserve the full extent of the probable liability. Borrower agrees to hold Lender harmless and to completely
indemnify Lender in the event of any litigation arising hereunder. Borrower shall pay all attorneys fees and
costs of Lender in the event of said litigation.
3.6 Nature of Business
The Borrower will conduct the business of the Borrower in the same product and service line as presently
engaged. No new product or service which is not substantially of the same general character or line of
business as the Borrower is presently engaged in will be implemented without the prior written consent of
the Lender.
3.7 Additional Investments
The Borrower will not purchase any share of stock, bonds or other securities; nor make advances to, loans
to, or investment in, nor guarantee any obligation of, endorse any notes of, or in any way become
responsible for the obligations of any kind of any person, entity, corporation or firm without prior written
consent of Lender.
3.8 Licenses, Patents, Permits
The Borrower warrants that, to the best of its knowledge, it possesses all necessary licenses, trademarks,
trademark rights, trade names, trade name rights, copyrights, permits, certificates and approvals necessary
to conduct its business and that there are no conflicts as to the rights of others in any of the aforementioned
licenses, patents, permits and the like. Borrower indemnifies Lender from any lawsuit arising due to
Borrowers failure to secure the rights of the aforementioned licenses, patents, permits and the like.

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3.9 Other Debts

The Borrower shall not become liable in any manner with respect to newly incurred indebtedness for money
borrowed from others whether by loan, guarantee, endorsement, the issuance of securities or otherwise
except to the Lender or unless consented to by the Lender. In the event that Borrower becomes liable for
newly incurred indebtedness as described herein, Borrower shall not remain liable and shall pay when due
all lawful claims for liabilities. Provided, however, nothing herein shall require the Borrower to make any
such payment or compliance so long as:
(a) The Borrower, in good faith, by appropriate proceedings diligently contests its obligations to do so
and to the full extent of any probable liability, the Borrower sets aside on its books a reserve as
shall be required by generally accepted principles of accounting; except that, if such contest will
result in the forfeiture or loss of any asset or property of the Borrower then the Borrower shall
pay forthwith any such tax, assessment, charge, levy or claim upon commencement of proceedings
to foreclose any lien with respect thereto on any of its assets or property, and further, in respect to
this item, the Borrower has submitted a written opinion from legal counsel as to the probable
conclusion and outcome of any such action and the extent of the Borrower's liability thereunder.
(b) They result from any obligation for city, county, or state taxes which are assessed but not yet due.
(c) They result from any obligation or attachment which is bonded or insured and for which a bond or
insurance claim would be honored.
(d) They result from obligation to vendors, carriers, warehouses, mechanics, laborers and
materialmen incurred in the normal course of business for sums not then due, or due less than
thirty (30) days, or being contested.
4. DEFAULT
4.1 Acceleration of Note
At the option of the Lender, all obligations shall become immediately due and payable without any further
notice or demand upon the occurrence of any of the following events of default:
4.1.1.
The failure of Borrower to comply with any term of this Loan Agreement.
4.1.2.
Failure of the Borrower to provide additional security as agreed in this Loan Agreement;
4.1.3.
Failure to make monthly payments or any other payment as required by the terms of this Loan
Agreement or failure to perform any obligation or responsibility of the Borrower to the Lender.
4.1.4.
The failure of Borrower to promptly pay and discharge any judgment or levy of attachment, execution
or other process against the assets of Borrower shall constitute default, in the event that any such
judgment is not satisfied or that any such levy or other process is not removed within twenty (20) days
after the entry of judgment or imposition of the levy, or at least five (5) days prior to the time of any
proposed sale there under.
4.1.5.
Upon the death, dissolution, termination of existence, insolvency, business failure, appointment of a
receiver over any part of the property of, assignment for the benefit of creditors by, or the
commencement of any proceedings under any bankruptcy or insolvency laws by or against, any
Borrower.

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Upon the occurrence of any such events of default, and at any time thereafter, the Lender shall have
the remedies of a secured party under the Uniform Commercial Code of the State of New York.
4.2 Sale of Collateral
Unless the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market, the Lender will give the Borrower reasonable notice of the time and place of any
public sale thereof or of the time after which any private sale or other intended disposition is to be made.
The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the Borrower
at the address given above at least five (5) days before the time of the sale or disposition.
4.3 Collection Costs
Borrower promises to pay all costs of and associated with collecting the amount Borrower owes under this
agreement including court costs and reasonable attorneys fees and costs.
4.4 Additional Collateral
The Borrower agrees to deliver to the Lender within fifteen days of request by Lender, its successors and
assigns, additional collateral should the Lender deem itself insecure.
4.5
The Lender may, at its option, whether or not this note is due, demand, sue for, collect, or make any
compromise or settlement it deems desirable with reference to collateral held hereunder. The Lender shall
not be bound to take any steps necessary to preserve any rights in the collateral against prior parties, which
the Borrower hereby assumes to be due.
5. COVENANTS
5.1 Insurance check with Jacki Kippola for each case
The Borrower shall indemnify, hold harmless and defend the Lender and its officers, employees, agents and
elected officials from and against any and all claims and actions brought against the Lender and its officers,
employees, agents and elected officials for injury or death to any person or persons or damage to property
arising out of the performance of this contract by the Lender, its employees, subcontractors or agents with
the exception of all actions and claims arising out of the negligence of the Lender.
The Borrower shall keep the collateral insured against any loss for the benefit of the Lender. The Borrower
shall name the Lender as a secured creditor and additional insured; and will assign and deliver the policies
to the Lender; and reimburse the Lender for any premiums paid for insurance made by the Lender on the
Borrower's default in so insuring such collateral or in so assigning and delivering the policies. The
Borrower will notify the Lender promptly of any loss or damage to the collateral.
5.2 Annual Financial Statements
The Borrower shall deliver to the Lender within 45 days after the close of each fiscal year of the Borrower,
the following:
5.2.1
A balance sheet of the Borrower as of the close of each year, statements of consolidated income and
retained earnings for that year, prepared in conformity with generally accepted principles of
accounting, applied on a basis consistent with that of the preceding period or containing disclosure of
the effect on the financial position or results or operations of any change in the application of
generally accepted accounting principles during the period, and reported on by the President or an
authorized financial officer of the Borrower; and
5.2.2.

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A written statement by the President or an authorized financial officer of the Borrower at the end of
each year that there existed no conditions which constitute a default in the observance, performance
and fulfillment of any of the covenants, agreements, or conditions contained in this Loan Agreement or
which, after notice by the Lender, or lapse of time, or both would constitute such default; or a
statement specifying the nature and period of existence of any such condition or event.
5.3 Management
The Borrower will advise the Lender immediately of any change either having occurred or pending, which
affects the management structure of the Borrower.
5.4 Protection of Assets
The Borrower will keep all of its assets and properties in good repair, working order, and condition, and
from time to time will make all needed and proper repairs, renewals, replacements, extensions, additions,
and improvements thereto as may be required for the normal conduct of its business in accordance with
prudent management. The Borrower will not pledge, sell, trade or otherwise obligate or dispose of all or a
part of its assets and properties (except through selling those assets usually acquired or produced for
resale in the normal course or business) without the consent of the Lender, which shall not be unreasonably
withheld. Lender shall receive the sale proceeds of any asset or property pledged as collateral as defined
herein to the Lender in the event that said property is sold. The Borrower will not sell, transfer, pledge or
otherwise dispose of its accounts receivable to anyone other than the Lender.
5.5 Field Reviews
The Borrower agrees that the Lender may require periodic reviews (generally yearly) of the Borrower's
operations, reports, and records, with said reviews to be undertaken by the Lender, Lenders employees,
agents or assigns who will be allowed free access to all of the Borrower's operations, reports, and records.
Borrower shall be given reasonable notice of such reviews, and they shall be conducted at reasonably
convenient times.
5.6 Merger, Acquisition, Sale
The Borrower will not consolidate or merge with or into any other business, firm or corporation or permit
any other business, firm or corporation to merge into it, without prior written approval by the Lender. The
acquisition by the Borrower through lease, purchase, or otherwise of all or substantially all of the assets of
any business, firm, or corporation shall be deemed a consolidation or merger. The Borrower will not issue
or sell any of its shares of stock of any class, nor issue or grant any warrants, options or calls to purchase
the same to any other business, firm or corporation without prior written approval by the Lender.
The Borrower will notify the Lender at once upon any stock tender offer or offer to buy any or all of the
Borrower's outstanding stock or business ownership. Upon sale of controlling interest of the Borrower, the
Lender may, at the Lender's option, accelerate the maturity of any and all loans to the Borrower, and
Borrower will move said loans from the Lender within 60 days.
5.7 Security Instruments
The Borrower, at its expense, will execute and deliver to the Lender, within thirty (30) days after demand, a
security agreement and financial statement (or such other security instrument as may be requested by the
Lender), in form and substance satisfactory to the Lender, covering the collateral property, which chattel
mortgage (or other security instrument) shall be additional security for the Borrower's faithful performance
of all terms, covenants and conditions of this Loan Agreement secured hereby. Such security instrument
shall be recorded and filed or rerecorded and refiled at the Borrower's expense, and shall contain
substantially the same provision hereof, to the extent applicable to the personal property.
The Borrower, at its expense, will deliver to the Lender within thirty (30) days after demand (but not more
often than once in a period of twelve (12) calendar months) an inventory of all additions to, substitutions

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for, and replacements of the personal property mortgaged hereby made since the later of (a) the date of this
Loan Agreement (b) the date of the latest Loan Agreement (or other security instrument) covering such
collateral property or the last inventory.
5.8 Conflict of Interest
No official, officer, employee, designee or consultant of Tompkins County who exercises or has exercised
any function or responsibilities with respect to the Borrower during his or her tenure, shall have any
interest, direct or indirect, prohibited by any applicable Federal, State, or local law, rule or regulation, in
any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the
operation of Wild Flowers or in any activity for which the loan is used.
5.9 Lender Liability
Borrower shall not hold Lender liable for the failure to complete any activities or functions which are
associated with the operation of Wild Flowers or the purposes for which the loan is used.
5.10 Compliance with HUD Requirements
IP shall comply with all of the following requirements:
5.10.1
The regulation for the Community Development Block Grant (CDBG) Program contained in 24 CFR,
Part 570, and other duly promulgated CDBG regulations.
5.10.2
All requirements imposed by Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and
Section 109 of the Housing and Community Development Act of 1974, as amended, and the
regulations related to equal opportunity (24 CFR, Part 570.601). No person in the United States
shall, on the ground of race, color, creed, religion, national origin, sex, martial status or handicap be
excluded from participation in, be denied the benefits of, or be subjected to discrimination under any
project assisted with Community Development Block Grant Small Cities funds.
5.10.3
The flood insurance purchase requirements of Section 102 (a) of the Flood Disaster Protection Act of
1973 (Public Law 93-234).
5.10.4
The lead-based paint requirements of 24 CFR, Part 35, Subpart B, issued pursuant to the Lead-Based
paint Poisoning Act (42 U.S.C., 4801 et seq.).
5.10.5
The requirements of the Americans with Disabilities Act of 1990.
5.10.6
The labor standard requirements as set forth in 24 CFR, Part 570.603. Employees on construction
jobs assisted with CDBG funds must be paid the prevailing Federal wage rates, if required.
5.10.7
Section 504 of the Rehabilitation Act of 1973 (Public Law 93-112), as amended and implementing
regulations. No person (employee or applicant for employment) shall be discriminated against because
of a physical or mental disability with regard to any position for which the employee or applicant is
qualified.
5.10.8

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The provisions of the Age Discrimination Act of 1975, as amended (Public Law 94-135).
5.10.9
Requests by HUD, the County and the Comptroller General (or any authorized representatives) for
access to and the right to examine all records, books, papers or documents related to the grant, and
full cooperation with the County in supplying information to meet CDBG audit requirements.
5.10.10
Section 3 of the Housing and Urban Development Act of 1968 as amended and implementing
regulations at 25 CFR, Part 135 requiring that to the greatest extent feasible, opportunities for
training and employment be given to lower income residents of the County, and contracts for work in
connection with the Project be awarded to eligible business concerns which are located in, or owned in
substantial part by, persons residing in the County.
6. MISCELLANEOUS
6.1 Waiver of Presentment
The Borrower and Guarantors of this Loan Agreement waive presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance, performance, default or enforcement
of this Loan Agreement; assents to any extension or postponement of the time of payment or any other
indulgence, to any substitutions, exchange or release of collateral and/or to the addition or the release of
any other part or persons primarily or secondarily obligated.
6.2 No Waiver by Lender
The rights, powers, and remedies given to the Lender by this Loan Agreement are in addition to all rights,
powers, and remedies given to the Lender by virtue of any other agreement, statute, or rule of law. Any
forbearance or failure or delay by the Lender in exercising any right, power, or remedy hereunder shall not
preclude further or subsequent exercise thereof. Every right, power, and remedy of the Lender shall
continue in full force and effect until such right, power or remedy is specifically waived, or modified by an
instrument in writing executed by an authorized officer of the Lender. A waiver or modification by the
Lender of any right, power, or remedy hereunder on any one occasion shall not be construed as a bar,
waiver, or modification, to any right, power, or remedy that the Lender would otherwise have had on any
future occasion.
6.3 Assignability
The right is expressly granted to the Lender at its option to transfer at any time to itself or to its nominee
any securities pledged hereunder and to receive the income thereon and hold the same as security hereafter,
or apply it on the principal or interest due hereon or due on any liability secured hereby.
6.4 Who is Bound
This instrument and all of the covenants contained herein shall bind the heirs, executors, administrators,
successors and assigns, of the Borrower and inure to the benefit of the successors and assigns of the Lender
with like effect as if such heirs, executors, administrators, successors and assigns were named herein.
6.5 Notices Required Under this Loan Agreement
Any notice or demand that must be given to the Borrower under this Loan Agreement will be given by
delivering it to or by mailing it by first class mail except in those circumstances where the applicable law
requires use of another method. Any notice or demand will be addressed to the Borrower at the address
stated above. A notice or demand will be given to the Borrower at a different address if the Borrower gives
the Lender a notice in writing of the Borrower's different address. Any notice that must be given to the
Lender under this Loan Agreement will be given by mailing it to the Lender c/o the Tompkins County
Planning Department, 121 E. Court Street, Ithaca, New York 14850. A notice or demand will be mailed to

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the Lender at a different address if the Lender gives the Borrower a notice in writing of the different
address. Any notice or demand required by this Loan Agreement shall be deemed as given when it is mailed
postage prepaid by certified U.S> mail return receipt requested except where otherwise specified by
applicable law.
6.6 Severability
If any provision of this Loan Agreement is held for any reason to be unenforceable, the remainder of this
Loan Agreement shall, nevertheless remain in full force and effect.
6.7 Notices and Demands
All notices, demands, certificates or other communications hereunder shall be sufficiently given and shall be
deemed given when delivered or when mailed by registered or certified mail with a return receipt requested,
postage prepaid addresses as follows:
To the Lender:
Tompkins County
Commissioner of Planning
121 East Court Street
Ithaca, NY 14850

To the Borrower:
Sarah E. White
Wild Flowers
20 W. Main Street
Dryden, NY 13053

Please notify either party in writing within 30 days of a change in address.

IN WITNESS WHEREOF, the Lender and the Borrower have executed this Loan Agreement as of the
date first written above.
_______________
DATE

__________________________________________
TOMPKINS COUNTY, NEW YORK

________________
DATE

__________________________________________
Sarah E. White Individually
and dba WILD FLOWERS
___________________________
Federal Tax ID#