EDA RES 22-04RESOLUTION NO.22-04
RESOLUTION APPROVING A LOAN ASSUPTION AGREEMENT
RELATING TO ORLUCK INDUSTRIES, INC.
BE IT RESOLVED By the Board of Commissioners (the `Board') of the Economic
Development Authority of the City of Elk River, Minnesota (the "Authority") as follows:
Section 1. Background, Findings.
(a) Pursuant to a Loan Agreement, dated as of July 17, 2018, between the Lender and
the Orluck Industries, Inc., a Minnesota corporation (the "Assignor"), as amended by a First
Amendment to Loan Agreement, dated as of April, 2020, between the Lender and the Assignor
(together, the "Loan Agreement"), the Lender made a loan to the Assignor in the original principal
amount of $200,000 (the "Loan") for an expansion to its manufacturing business located at 13422
Business Center Drive, Elk River, Minnesota (the "Property").
(b) As security for the Loan, the Assignor delivered a the Promissory Note dated July
17, 2018, in the original principal amount of $200,000 in favor of Lender (the "Note") and the
Security Agreement, dated July 17, 2018, between Assignor and Lender (the "Security
Agreement").
(c) Twin City Metal Works, LLC, a Minnesota limited liability company, intends to
acquire certain property and assets of the Assignor including the Zeiss Contura Q2 Inspection
Machine (SN 201304503763) and Okuma Genos M560V Machining Center (SN 195651) located at
the Property (the "Security") which provided security for the Loan. As part of the proposed
acquisition, the Assignee has agreed to assume the Assignor's Loan.
(d) The Assignor and the Assignee have requested that the Authority consent to the
assignment of the Assignor's rights and obligations under Loan Agreement, Note, and the
Security Agreement to the Assignee pursuant to a Loan Assumption Agreement by and between
the Assignor and the Assignee with the consent of the Authority (the "Assignment Agreement").
The Loan will also continue to be secured by a personal guaranty from Mark Orluck. The Loan
constitutes a business subsidy within the meaning of Minnesota Statutes, Section 1161993 to
1161995, as amended (the "Business Subsidy Act"), and the Assignment Agreement includes a
"business subsidy agreement" as required under the Business Subsidy Act.
Section 2. Anyroval of Assi ig,� ment
(a) The Assignment Agreement as presented to the Authority, together with all related
documents necessary in connection therewith (collectively, the "Loan Documents") are hereby in all
respects approved; and the President and Executive Director are hereby authorized and directed to
execute the Assignment Agreement and any Loan Documents to which the Authority is a party on
behalf of the Authority and to carry out, on behalf of the Authority, the Authority's obligations
thereunder.
(b) 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 Authority 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
Authority. 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, Minnesota this 17th day of October, 2022.
President
ATTEST.
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Executive Director