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ECONOMIC DEVELOPMENT AUTHORITY <br />OF THE CITY OF ELK RIVER <br />COUNTY OF SHERBURNE <br />STATE OF MINNESOTA <br />RESOLUTION NO. 16-____ <br />RESOLUTION APPROVING LOAN AGREEMENT AND RELATED DOCUMENTS <br />(APEX EMBROIDERY DESIGNPROJECT) <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 Apex Embroidery <br />Design,Inc.(the “Borrower”) that the EDA assist in financing the Borrower’s constructionand <br />equipping ofamanufacturing facility to be located on certain real propertyin the City of Elk <br />River, Minnesota (the “City”)by providing a loan to the Borrower in the amount of $200,000 <br />(the “Loan”) pursuant to the EDA’s Forgivable LoanProgram (the “Program”). <br />WHEREAS, the EDA has causedto 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,acopy 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 />1.01.Subject to approval by the City Council after a public hearing, the Loan Agreement <br />as presented to the EDA, together with all related documentsnecessary in connection therewith, <br />including without limitation, a Promissory Note from the Borrower evidencing the Loan, a Security <br />Agreementgranting the EDA a security interestin certain equipment, anentity guaranty from SBH <br />Properties, LLC(the “Entity Guaranty”),aMortgage and Assignment of Rents and Security <br />Agreement and Fixture Financing Statementby SBH Properties, LLC, as mortgagor,securing the <br />Entity Guaranty,apersonal guarantyfrom Brian Hill,and an Environmental Indemnification <br />Agreement betweenthe Borrower, SBH Properties, LLC and the EDA(all as defined in and <br />described in the Loan Agreement) (collectively, the “Loan Documents”) are hereby in all respects <br />approved, in substantially the form on file with the City’s Economic Development Director; and the <br />President and Executive Director are hereby authorized and directed to execute the Loan Agreement <br />and any Loan Documents to which the EDAis a party on behalf of the EDA and to carry out, on <br />behalf of the EDA, the EDA’s obligations thereunder. <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, <br />deletions therefrom and additions thereto as may be necessary and appropriate and approved by <br />legal counsel to the EDA and by the President and Executive Director prior to executing said <br />documents; and said officers are hereby authorized to approve said changes on behalf of the EDA. <br />The execution of any instrument by the President and Executive Director shall be conclusive <br />evidence of the approval of such document in accordance with the terms hereof. In the event of <br />absence or disability of said officers, any of the documents authorized by this Resolution to be <br />executed may be executed without further act or authorization of the Board by any duly designated <br />acting official, or by such other officer or officers of the Board as, in the opinion of the City <br />Attorney, may act in their behalf. <br />488032v1 GAF EL185-45 <br /> <br />