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<br />ECONOMIC DEVELOPMENT AUTHORITY <br />OF THE CITY OF ELK RIVER <br />COUNTY OF SHERBURNE <br />STATE OF MINNESOTA <br /> <br />RESOLUTION NO. _________ <br /> <br /> <br />RESOLUTION APPROVING LOAN AGREEMENT AND RELATED DOCUMENTS <br />(MORRELL PROJECT) <br /> <br />WHEREAS, the Board of Commissioners (the “Board”) of the Economic Development <br />Authority of the City of Elk River (the “EDA”) has received a proposal from Scott Morrell, LLC <br />(the “Borrower”) that the EDA assist in financing the Borrower’s acquisition certain real property <br />by providing a loan to the Borrower in the amount of $200,000 (the “Loan”) pursuant to the EDA’s <br />Microloan Program (the “Program”). <br />WHEREAS, the EDA has caused to be prepared a Loan Agreement (the “Loan <br />Agreement”) with the Borrower setting forth, among other things, the terms and conditions under <br />which the EDA will make the loan, a copy of which is on file with the Executive Director. <br />NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic <br />Development Authority of the City of Elk River as follows: <br /> <br /> 1.01. Subject to approval by the City Council after a public hearing, the Loan Agreement as <br />presented to the EDA, together with all related documents necessary in connection therewith, including <br />without limitation, a Promissory Note from the Borrower evidencing the Loan, a Mortgage in certain <br />real property, a Security Agreement in certain equipment, personal guaranties from Terry Morrell and <br />Renee Morrell, and an entity guaranty from Morrell Oversize, Inc. (all as defined in and described in the <br />Loan Agreement) (collectively, the “Loan Documents”) are hereby in all respects approved, in <br />substantially the form submitted and the President and Executive Director are hereby authorized and <br />directed to execute the Loan Agreement and any Loan Documents to which it is a party on behalf of <br />the EDA and to carry out, on behalf of the EDA, the EDA’s obligations thereunder. <br /> <br /> 1.02. The approval hereby given to the Loan Documents includes approval of such <br />additional details therein as may be necessary and appropriate and such modifications thereof, deletions <br />therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to <br />the EDA and by the President and Executive Director prior to executing said documents; and said <br />officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any <br />instrument by the President and Executive Director shall be conclusive evidence of the approval of <br />such document in accordance with the terms hereof. In the event of absence or disability of said <br />officers, any of the documents authorized by this Resolution to be executed may be executed without <br />further act or authorization of the Board by any duly designated acting official, or by such other officer <br />or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. <br />464430v2 JSB EL185-33 <br />