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ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. 16-01 RESOLUTION APPROVING LOAN AGREEMENT AND RELATED DOCUMENTS (DIE CONCEPTS PROJECT) WHEREAS, the Board of Commissioners (the "Board") of the Economic Development Authority of the City of Elk River (the "EDA") has received a proposal from F & M Properties, LLC (the `Borrower") that the EDA assist in financing the Borrower's relocation, acquisition, and renovation of an existing building located on certain real property in the City of Elk River, Minnesota (the "City") by providing a loan to the Borrower in the amount of$185,200 (the "Loan") pursuant to the EDA's Microloan Program (the"Program"). WHEREAS, the EDA has caused to be prepared a Loan Agreement (the "Loan Agreement") with the Borrower setting forth, among other things, the terms and conditions under which the EDA will make the loan,a copy of which is on file with the Executive Director. NOW THEREFORE,BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of the City of Elk River as follows: 1.01. Subject to approval by the City Council after a public hearing, the Loan Agreement as presented to the EDA,together with all related documents necessary in connection therewith,including without limitation, a Promissory Note from the Borrower evidencing the Loan, a Mortgage, a Security Agreement in certain equipment and entity guaranty from Die Concepts, Inc., and personal guaranties from Michael Tracey and Fred Trapp (all as defined in and described in the Loan Agreement) (collectively, the "Loan Documents") are hereby in all respects approved, in substantially the form on file with the City's Economic Development Director; and the President and Executive Director are hereby authorized and directed to execute the Loan Agreement and any Loan Documents to which the EDA is a party on behalf of the EDA and to carry out, on behalf of the EDA, the EDA's obligations thereunder. 1.02. The approval hereby given to the Loan Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof,deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the President and Executive Director prior to executing said documents; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the President and Executive Director shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of said officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as,in the opinion of the City Attorney,may act in their behalf. 477337v3 MIM FLl R5-40