RES 16-06 ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF ELK RIVER
COUNTY OF SHERBURNE
STATE OF MINNESOTA
RESOLUTION NO. 2016-oc,
RESOLUTION APPROVING LOAN AGREEMENT AND RELATED DOCUMENTS
(APEX EMBROIDERY DESIGN 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 Apex Embroidery
Design, Inc. (the "Business") that the EDA assist in financing the construction and equipping of
an approximately 13,312 square foot manufacturing facility to be owned by SBH Properties,
LLC (the "Owner") and leased to the Business (the "Facility") to be located on certain real
property in the City of Elk River, Minnesota(the "City") by providing a loan to the Owner in the
amount of $200,000 (the "Loan") pursuant to the EDA's Forgivable Loan Program (the
"Program").
WHEREAS, the EDA has caused to be prepared a Loan Agreement (the "Loan
Agreement") with the Owner 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 Owner evidencing the Loan, an entity
guaranty from the Business (the "Entity Guaranty"), a Mortgage and Assignment of Rents and
Security Agreement and Fixture Financing Statement by the Owner, as mortgagor, securing the
Promissory Note, a personal guaranty from Brian Hill, and an Environmental Indemnification
Agreement between the Business, the Owner and the EDA (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.
Approved by the Board of Commissioners of the Economic Development Authority of the City of
Elk River this 17`x' day of October, 2016.
President