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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. 2016-oc, <br /> RESOLUTION APPROVING LOAN AGREEMENT AND RELATED DOCUMENTS <br /> (APEX EMBROIDERY DESIGN PROJECT) <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 "Business") that the EDA assist in financing the construction and equipping of <br /> an approximately 13,312 square foot manufacturing facility to be owned by SBH Properties, <br /> LLC (the "Owner") and leased to the Business (the "Facility") to be located on certain real <br /> property in the City of Elk River, Minnesota(the "City") by providing a loan to the Owner in the <br /> amount of $200,000 (the "Loan") pursuant to the EDA's Forgivable Loan Program (the <br /> "Program"). <br /> WHEREAS, the EDA has caused to be prepared a Loan Agreement (the "Loan <br /> Agreement") with the Owner 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 <br /> Economic 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 documents necessary in connection therewith, <br /> including without limitation, a Promissory Note from the Owner evidencing the Loan, an entity <br /> guaranty from the Business (the "Entity Guaranty"), a Mortgage and Assignment of Rents and <br /> Security Agreement and Fixture Financing Statement by the Owner, as mortgagor, securing the <br /> Promissory Note, a personal guaranty from Brian Hill, and an Environmental Indemnification <br /> Agreement between the Business, the Owner and the EDA (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 on file with the City's Economic Development Director; and the President <br /> and Executive Director are hereby authorized and directed to execute the Loan Agreement and any <br /> Loan Documents to which the EDA is a party on behalf of the EDA and to carry out, on behalf of <br /> 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 />