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

1

3. The Borrower further warrants that the Lender may rely upon such statements.1 Purchase money lien in all accounts. general intangibles. 2. and material as accurate and complete information in its determination of the viability and financial strength of the Borrower. representations. The Borrower further agrees to advise the Lender at once of any change or event which will 2 . and is qualified to do business in all jurisdictions in which it conducts its business.1 above as collateral for any other obligation.SAMPLE CDBG 200#-##-8693 Borrower may without premium or penalty prepay any principal amount above the minimum monthly payment required. machinery. 2. 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. nor have or will contain partial or misleading statements or information. and any inventory. furniture an fixtures purchased with the funds. Borrow shall periodically provide to Lender a list of any inventory.4 Borrower agrees not to pledge any of the assets listed in 2. COLLATERAL The following assets shall constitute collateral for the subsequent loan: 2. supplies. machinery. as of the respective dates are the results of operations for the periods indicated. 2.2 The Lender shall hold a second security interest pursuant to Uniform Commercial Code on all accounts. supplies. equipment.3 Borrower agrees that the Lender may file liens against the collateral without the signature of Borrower. general intangibles. or Guarantors as the case may be.5 All shares and deposits in all individual. join. and business accounts shall be held as collateral for the funds loaned herein. 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. Borrower agrees and warrants that this Agreement has been duly authorized.1 Legal Status Borrower is a Sole Proprietorship duly organized and existing under the laws of the State of New York. and the stated financial statements are and will be in conformity with generally accepted accounting principles and applied on a consistent basis.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. indenture or other instrument to which Borrower is a party or by which Borrower may be bound. supplies. general intangibles. REPRESENTATIONS AND WARRANTIES 3. executed and delivered. furniture and fixtures and cash now owned and hereafter acquired. 3. equipment. 2. and is a valid and binding agreement of Borrower. machinery. 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. equipment. furniture and fixtures purchased with the funds shall be held as collateral for the funds loaned herein. 2. inventory.

SAMPLE CDBG 200#-##-8693 materially alter or impair the performance of the Borrower either financially or in its normal course of business routines. 3 . ordinances and regulations applicable to it and its business. or proceeding become imminent or probable. 3. suit or proceeding. suit or proceeding except as is clearly indicated in the financial statements having been submitted to the Lender. that to Borrower’s knowledge there is no probability of any such action. or in any way become responsible for the obligations of any kind of any person. or within five days of request by the Lender. Permits The Borrower warrants that. Borrower agrees to hold Lender harmless and to completely indemnify Lender in the event of any litigation arising hereunder. and similar liabilities. corporation or firm without prior written consent of Lender.6 Nature of Business The Borrower will conduct the business of the Borrower in the same product and service line as presently engaged. 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. suit.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. all tax returns which are required to be filed and has paid. or proceeding. nor make advances to. state municipal. trade name rights. and will continue to comply with all federal. 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. Borrower indemnifies Lender from any lawsuit arising due to Borrower’s failure to secure the rights of the aforementioned licenses. 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. or investment in. suits or proceedings pending or threatened against or affecting the Borrower. or grounds be known. trademarks. endorse any notes of. The obligations of Borrower under this agreement shall not be subordinated in right of payment to any obligation of Borrower. governmental charges. that there exists no ground for any such actions. and will continue to pay. Further. 3. loans to. to the best of its knowledge. Should liability of the Borrower become probable as a result of any such action. permits. the Borrower warrants that in the event that any such action. it possesses all necessary licenses. Borrower shall pay all attorney’s fees and costs of Lender in the event of said litigation.5 Litigation The Borrower warrants that it has complied. 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. bonds or other securities. patents. then the Borrower shall reserve the full extent of the probable liability. 3. 3. all taxes which may become due pursuant to said return or pursuant to any assessment related thereto. 3.4 Taxes The Borrower warrants that it has filed and will continue to file. trademark rights.8 Licenses. trade names. and said filing and payment to be made on or before any required due date. permits and the like. entity. that there are no actions. 3. Furthermore. nor guarantee any obligation of.7 Additional Investments The Borrower will not purchase any share of stock. and other laws. levies. The term taxes as used herein shall include all assessments. its officers or directors in law or in equity. copyrights. suit. Patents. permits and the like. 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. patents.

carriers. 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. appointment of a receiver over any part of the property of. the Borrower sets aside on its books a reserve as shall be required by generally accepted principles of accounting. or the commencement of any proceedings under any bankruptcy or insolvency laws by or against.4. levy or claim upon commencement of proceedings to foreclose any lien with respect thereto on any of its assets or property.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. any Borrower. 4 . endorsement. or at least five (5) days prior to the time of any proposed sale there under. however. 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.1. execution or other process against the assets of Borrower shall constitute default.3. DEFAULT 4. Borrower shall not remain liable and shall pay when due all lawful claims for liabilities.5. 4. 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. 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. mechanics. warehouses. or state taxes which are assessed but not yet due. (d) They result from obligation to vendors. county. 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. Failure of the Borrower to provide additional security as agreed in this Loan Agreement. by appropriate proceedings diligently contests its obligations to do so and to the full extent of any probable liability. and further. in respect to this item. dissolution. Upon the death.1. 4. business failure. assessment.2.1. The failure of Borrower to comply with any term of this Loan Agreement. guarantee. in good faith. laborers and materialmen incurred in the normal course of business for sums not then due. 4. (c) They result from any obligation or attachment which is bonded or insured and for which a bond or insurance claim would be honored. The failure of Borrower to promptly pay and discharge any judgment or levy of attachment.1.1.1 Acceleration of Note At the option of the Lender. 4. assignment for the benefit of creditors by. In the event that Borrower becomes liable for newly incurred indebtedness as described herein. except that. charge. termination of existence.1. or being contested. Provided. (b) They result from any obligation for city. 4. nothing herein shall require the Borrower to make any such payment or compliance so long as: (a) The Borrower. or due less than thirty (30) days. insolvency. the issuance of securities or otherwise except to the Lender or unless consented to by the Lender.SAMPLE CDBG 200#-##-8693 3.

the Lender shall have the remedies of a secured party under the Uniform Commercial Code of the State of New York. hold harmless and defend the Lender and its officers. 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. whether or not this note is due. subcontractors or agents with the exception of all actions and claims arising out of the negligence of the Lender.4 Additional Collateral The Borrower agrees to deliver to the Lender within fifteen days of request by Lender. statements of consolidated income and retained earnings for that year.1 Insurance check with Jacki Kippola for each case The Borrower shall indemnify. employees.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.2. collect.2 Annual Financial Statements The Borrower shall deliver to the Lender within 45 days after the close of each fiscal year of the Borrower.1 A balance sheet of the Borrower as of the close of each year. 4. to the Borrower at the address given above at least five (5) days before the time of the sale or disposition. COVENANTS 5. prepared in conformity with generally accepted principles of accounting. its employees. 5. demand. and 5. its successors and assigns. and at any time thereafter. 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. postage prepaid. 4. The Borrower shall keep the collateral insured against any loss for the benefit of the Lender. and reported on by the President or an authorized financial officer of the Borrower. and will assign and deliver the policies to the Lender. The Borrower shall name the Lender as a secured creditor and additional insured. 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.2. additional collateral should the Lender deem itself insecure. 4. The Borrower will notify the Lender promptly of any loss or damage to the collateral. agents and elected officials from and against any and all claims and actions brought against the Lender and its officers. the following: 5. 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.5 The Lender may. 5 .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 attorney’s fees and costs. The requirement of reasonable notice shall be met if such notice is mailed. which the Borrower hereby assumes to be due.2. employees. 4. 5. sue for. at its option. The Lender shall not be bound to take any steps necessary to preserve any rights in the collateral against prior parties. or make any compromise or settlement it deems desirable with reference to collateral held hereunder.SAMPLE CDBG 200#-##-8693 Upon the occurrence of any such events of default.

substitutions 6 . sell. transfer. pledge or otherwise dispose of its accounts receivable to anyone other than the Lender. or a statement specifying the nature and period of existence of any such condition or event. reports. purchase. and condition. 5. and records.7 Security Instruments The Borrower. after notice by the Lender. agents or assigns who will be allowed free access to all of the Borrower's operations. Acquisition. in form and substance satisfactory to the Lender. 5. which shall not be unreasonably withheld. or lapse of time. The acquisition by the Borrower through lease. agreements. to the extent applicable to the personal property. Upon sale of controlling interest of the Borrower. The Borrower. which affects the management structure of the Borrower. 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. at its expense. or otherwise of all or substantially all of the assets of any business. firm or corporation to merge into it. performance and fulfillment of any of the covenants. and they shall be conducted at reasonably convenient times.6 Merger. 5. and Borrower will move said loans from the Lender within 60 days. working order. reports. 5. and from time to time will make all needed and proper repairs. Sale The Borrower will not consolidate or merge with or into any other business. 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. or both would constitute such default.5 Field Reviews The Borrower agrees that the Lender may require periodic reviews (generally yearly) of the Borrower's operations. firm. or corporation shall be deemed a consolidation or merger. with said reviews to be undertaken by the Lender. The Borrower will not issue or sell any of its shares of stock of any class. will execute and deliver to the Lender. without prior written approval by the Lender. a security agreement and financial statement (or such other security instrument as may be requested by the Lender). nor issue or grant any warrants.4 Protection of Assets The Borrower will keep all of its assets and properties in good repair. at its expense. covering the collateral property. The Borrower will not pledge. within thirty (30) days after demand. and shall contain substantially the same provision hereof. firm or corporation or permit any other business. the Lender may. replacements. extensions. options or calls to purchase the same to any other business. accelerate the maturity of any and all loans to the Borrower.SAMPLE CDBG 200#-##-8693 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. 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. or conditions contained in this Loan Agreement or which. additions. and improvements thereto as may be required for the normal conduct of its business in accordance with prudent management. at the Lender's option. covenants and conditions of this Loan Agreement secured hereby. and records. which chattel mortgage (or other security instrument) shall be additional security for the Borrower's faithful performance of all terms. renewals.3 Management The Borrower will advise the Lender immediately of any change either having occurred or pending. firm or corporation without prior written approval by the Lender. Such security instrument shall be recorded and filed or rerecorded and refiled at the Borrower's expense. Lender’s employees. Borrower shall be given reasonable notice of such reviews. The Borrower will not sell. 5. 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.

prohibited by any applicable Federal. Subpart B. be denied the benefits of. Part 570. Part 570. 5.10 Compliance with HUD Requirements IP shall comply with all of the following requirements: 5. No person in the United States shall. 5.6 The labor standard requirements as set forth in 24 CFR. for work to be performed in connection with the operation of Wild Flowers or in any activity for which the loan is used. creed. or be subjected to discrimination under any project assisted with Community Development Block Grant Small Cities funds.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. and the regulations related to equal opportunity (24 CFR.601). employee.10. 5.10. 5. officer. State. or local law.. 5.2 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 1974.5 The requirements of the Americans with Disabilities Act of 1990.603. as amended and implementing regulations. on the ground of race.4 The lead-based paint requirements of 24 CFR. 5. 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.10. 5. 5.10. direct or indirect. 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.).10. 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. Employees on construction jobs assisted with CDBG funds must be paid the prevailing Federal wage rates. 4801 et seq. shall have any interest. religion.3 The flood insurance purchase requirements of Section 102 (a) of the Flood Disaster Protection Act of 1973 (Public Law 93-234). national origin.10.SAMPLE CDBG 200#-##-8693 for. color. rule or regulation. if required. martial status or handicap be excluded from participation in. or the proceeds thereof.S.10. Part 35.10. 5. as amended.1 The regulation for the Community Development Block Grant (CDBG) Program contained in 24 CFR. in any contract or subcontract. and other duly promulgated CDBG regulations. sex. issued pursuant to the Lead-Based paint Poisoning Act (42 U. Part 570.8 7 .C.8 Conflict of Interest No official. 5.7 Section 504 of the Rehabilitation Act of 1973 (Public Law 93-112).

10. power. waiver. papers or documents related to the grant. statute. of the Borrower and inure to the benefit of the successors and assigns of the Lender with like effect as if such heirs. and remedy of the Lender shall continue in full force and effect until such right. 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.2 No Waiver by Lender The rights. power. 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. protest.10 Section 3 of the Housing and Urban Development Act of 1968 as amended and implementing regulations at 25 CFR. Any forbearance or failure or delay by the Lender in exercising any right. to any substitutions. or modified by an instrument in writing executed by an authorized officer of the Lender.SAMPLE CDBG 200#-##-8693 The provisions of the Age Discrimination Act of 1975.10. power. power or remedy is specifically waived. administrators. persons residing in the County. Part 135 requiring that to the greatest extent feasible. or rule of law. 6. 6. performance. A waiver or modification by the Lender of any right. successors and assigns. demand. books. and contracts for work in connection with the Project be awarded to eligible business concerns which are located in. Court Street. or modification. Ithaca. executors. A notice or demand will be mailed to 8 . MISCELLANEOUS 6. 5. or remedy hereunder shall not preclude further or subsequent exercise thereof. exchange or release of collateral and/or to the addition or the release of any other part or persons primarily or secondarily obligated. and full cooperation with the County in supplying information to meet CDBG audit requirements.9 Requests by HUD.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. administrators. and remedies given to the Lender by this Loan Agreement are in addition to all rights. opportunities for training and employment be given to lower income residents of the County. and all other demands and notices in connection with the delivery. as amended (Public Law 94-135). Every right. 6. to any right.1 Waiver of Presentment The Borrower and Guarantors of this Loan Agreement waive presentment. and remedies given to the Lender by virtue of any other agreement. 5. or apply it on the principal or interest due hereon or due on any liability secured hereby. or remedy that the Lender would otherwise have had on any future occasion. notice. assents to any extension or postponement of the time of payment or any other indulgence.4 Who is Bound This instrument and all of the covenants contained herein shall bind the heirs. acceptance. 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. powers. powers. New York 14850. or owned in substantial part by. 6. 121 E. successors and assigns were named herein. or remedy hereunder on any one occasion shall not be construed as a bar. Any notice or demand will be addressed to the Borrower at the address stated above. default or enforcement of this Loan Agreement. the County and the Comptroller General (or any authorized representatives) for access to and the right to examine all records. power. executors.

Main Street Dryden. demands.S> mail return receipt requested except where otherwise specified by applicable law. NY 14850 To the Borrower: Sarah E. Any notice or demand required by this Loan Agreement shall be deemed as given when it is mailed postage prepaid by certified U.6 Severability If any provision of this Loan Agreement is held for any reason to be unenforceable. 6. 6. nevertheless remain in full force and effect. postage prepaid addresses as follows: To the Lender: Tompkins County Commissioner of Planning 121 East Court Street Ithaca.7 Notices and Demands All notices. NEW YORK ________________ DATE __________________________________________ Sarah E. 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. the remainder of this Loan Agreement shall. _______________ DATE __________________________________________ TOMPKINS COUNTY. the Lender and the Borrower have executed this Loan Agreement as of the date first written above. White Wild Flowers 20 W. White Individually and dba WILD FLOWERS ___________________________ Federal Tax ID# 9 .SAMPLE CDBG 200#-##-8693 the Lender at a different address if the Lender gives the Borrower a notice in writing of the different address. IN WITNESS WHEREOF. NY 13053 Please notify either party in writing within 30 days of a change in address.