EDA Agenda - 05/28/2025AGENDA
REGULAR MEETING - ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Wednesday, May 28, 2025 – 7:00 a.m.
Mississippi Room, Monticello Community Center
Commissioners: President Steve Johnson, Vice President Jon Morphew, Treasurer Hali Sittig,
Rick Barger, Clint Berglof, Councilmember Tracy Hinz, Mayor Lloyd Hilgart
Staff: Executive Director Jim Thares, Rachel Leonard, Angela Schumann, Tyler
Bevier, Anne Mueller
1. General Business
A. Call to Order
B. Roll Call 7:00 a.m.
C. Approval of Agenda – Commissioners or the Executive Director may add items to the
agenda for discussion purposes or approval. The City Council may or may not take
official action on items added to the agenda.
2. Consent Agenda - All items listed on the Consent Agenda are considered standard or
may not need discussion prior to approval. These items are acted upon by one motion
unless a commissioner, the executive director, or a citizen requests the item be removed
from consent for additional discussion.
3. Public Hearing
4. Regular Agenda
A. Consideration of Resolution 2025-03 reaffirming approval of a Façade Improvement
Forgivable Loan to Nordic Taphouse, 106 Walnut Street, in the amount of $111,000
5. Other Business
A. Consideration of Economic Development Manager’s Report
6. Adjournment
EDA Agenda: 05/28/2025
4A. Consideration of Resolution 2025-03 reaffirming a revised Façade Improvement
Forgivable Loan Agreement with The Nordic Brewing Co LLC DBA Nordic Tap House,
106 Walnut, in the amount of $111,000.00
Prepared by:
Community & Economic
Development Coordinator;
Economic Development Manager
Meeting Date:
05/28/2025
☐ Public Hearing
☒ Regular Agenda Item
Reviewed by:
Community Development
Director, Finance Director
Approved by:
City Administrator
ACTION REQUESTED:
Motion to adopt Resolution 2025-03 authorizing a revised Façade Improvement Loan
Agreement to Nordic Brewing Co. LLC dba Nordic Tap House in the amount of $111,000,
contingent upon execution of the required Loan Agreement and Promissory Note by the
applicant and compliance with cash match requirements and based on findings to be made by
the EDA.
REFERENCE AND BACKGROUND:
The EDA is asked to consider approving a revised Façade Improvement Forgivable Loan
Agreement with Nordic Brewing Co., LLC dba Nordic Taphouse for its exterior façade
improvements to its new building located at 106 Walnut Street. The EDA approved the
proposed façade loan at its regular meeting on May 14, 2025. Based on discussions that
occurred after the EDA approval of the loan, the EDA attorney advised staff that having the
Kjellberg Estate representative be a signatory to the loan documents may be a moot point as it
is believed that the covenants and terms in the loan agreement and promissory note are likely
not enforceable in this situation. As a result of EDA legal counsel advice, the revised loan
documents presented to the EDA in the packet remove all references to the Kjellberg estate as
“owners” of the Nordic property at 106 Walnut.
These revisions are viewed as a material change in the documents and are therefore the reason
the loan documents are being presented to the EDA again for consideration. As a reminder the
Nordic Brewing Co LLC DBA Nordic Tap House property transaction involving the 106 Walnut
Street property and building is through a contract-for-deed with the current fee-title property
owner, the estate of Keith Kjellberg. This real property transaction is due to be completed in
January 2026.
EDA Agenda: 05/28/2025
It should be noted that the loan covenants and terms are fully enforceable against the
borrower, Nordic Taphouse, related to the loan performance and funding repayment
provisions. The Loan forgiveness or repayment timeline of three years is also shown in Section
5c and 5d.
I. Budget Impact: The budgetary impact related to consideration of the Façade Loan is the
Façade sub-fund of the EDA General Fund itself. The Façade Loan sub-fund currently has
$132,490.07 available, with one additional downtown business in the early stages of
discussion for a pre-application for the façade program. Legal fees for the preparation of
the resolution and the loan documents are estimated to cost $1,450 +/-.
II. Staff Workload Impact: Staff involved in review of the façade proposal include
the EDA attorney, Community & Economic Development Coordinator, Community
Development Director, Building Official, and Economic Development Manager. No
additional staff are needed to complete the work tasks related to this proposal.
III. Comprehensive Plan Impact: The Monticello 2040 Vision + Plan identifies the
Downtown as a “development focus” area with the intent of promoting investment and
redevelopment of key properties and parcels in the City’s core area.
The Downtown Small Area Plan includes a goal of “shifting the Center of Downtown to
Broadway and Walnut Street”. The subject parcel is a highly visible building in the core
downtown area. This façade project is in further support of that goal.
STAFF RECOMMENDATION:
Staff recommend EDA approval of the revised Facade Improvement Forgivable loan agreement
and promissory note related to the Nordic Brewing Co. LLC DBA Nordic Tap House façade
improvement proposal in the amount of $111,000. Staff believe it is prudent to seek EDA review
and approval of the loan, in light of the removal of the Kjellberg Estate, the fee title property
owner, as a signatory to the loan documents. Ultimately, if the EDA approves the loan, the
improvements to the four very visible sides of this building in a key redevelopment block (Block
52) in the core downtown area will be immediate and noticeable.
SUPPORTING DATA:
A. EDA Resolution 2025-03
B. Loan Agreement
C. Redline Loan Agreement
D. Promissory Note
E. Redline Promissory Note
1
4916-8621-5226.2
EDA RESOLUTION NO. 2025-03
RESOLUTION APPROVING A LOAN AGREEMENT BETWEEN
THE CITY OF MONTICELLO ECONOMIC DEVELOPMENT
AUTHORITY AND THE NORDIC BREWING CO., LLC
BE IT RESOLVED BY the Board of Commissioners (“Board”) of the City of Monticello Economic
Development Authority (the “Authority”) as follows:
Section 1. Recitals.
1.01. The Authority recognizes the need to encourage investment in commercial and retail
buildings in the downtown area of the City of Monticello, Minnesota (the “City”) in order to maintain the
economic viability of the City and its Downtown/Central Community District and as such, has established
a program to provide forgivable loans to eligible properties in the City’s downtown to improve the façades
of existing commercial and retail buildings (the “Façade Program”). On November 9, 2022 and January
10, 2024, the Authority adopted revised policies for the Façade Program (the “Policies”).
1.02. The Authority and The Nordic Brewing Co., LLC, a Minnesota limited liability company dba
Nordic Tap House (the “Borrower”), desire to enter into a loan agreement (the “Loan Agreement”) for a Façade
Program forgivable loan in the amount of $111,000 (the “Loan”) to be used to pay a portion of the costs of
exterior improvements to the building located on that certain real property at 106 Walnut Street in the City (the
“Property”). The Borrower is acquiring the Property through a Contract for Deed with The Estate of Keith
Kjellberg and expects to acquire fee title for the Property in 2026.
1.03. The Policies require that the maximum loan amount be no greater than $50,000 (the
“Maximum Amount Requirement”).
1.04. The Authority is a grantor as defined in Minnesota Statutes, Sections 116J.993 to
116J.995, as amended (the “Business Subsidy Act”), is authorized to grant financial assistance (“Business
Subsidy”) for private development and has previously adopted criteria for awarding Business Subsidies that
complies with the Business Subsidy Act.
1.05. On the date of May 14, 2025, the Authority held a duly noticed public hearing regarding
the provision of a Business Subsidy to the Borrower and a proposed business subsidy agreement (the
“Business Subsidy Agreement”) and determined that the creation and/or retention of jobs is not a goal of
this Business Subsidy and instead the goal of the business subsidy is to help encourage investment in
commercial and retail buildings in the City’s business district and prevent blight and blighting factors
therein. Therefore, notwithstanding the requirements of Section 116J.994, Subd. 2 of the Business Subsidy
Act, the Authority determines that the terms of the Loan may deviate from the Authority’s written business
subsidy criteria, and hereby sets the job and wage goals of the Loan at zero.
1.06. The Authority finds that the approval of the Loan is in the best interests of the City and
will help maintain the economic vitality of the City.
Section 2. Loan Agreement Approved.
2.01. The Authority hereby approves the Loan and the waiver of the Maximum Amount
Requirement and approves the subsequent acquisition of fee title to the Property through a Contract for
Deed. The Authority hereby approves the Loan Agreement in substantially the form presented to the Board,
4916-8621-5226.2
including the Escrow Agreement therein, together with any related documents necessary in connection
therewith, including without limitation the Promissory Note, the Draw Request, and all documents, exhibits,
certifications, or consents referenced in or attached to the Loan Agreement (the “Loan Documents”).
2.02. The Board hereby authorizes the President and Executive Director, in their discretion and
at such time, if any, as they may deem appropriate, to execute the Loan Documents on behalf of the
Authority, and to carry out, on behalf of the Authority, the Authority’s obligations thereunder when all
conditions precedent thereto have been satisfied. The Loan Documents shall be in substantially the form
on file with the Authority and 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 officers authorized herein to execute said documents prior to their execution; and said
officers are hereby authorized to approve said changes on behalf of the Authority. The execution of any
instrument by the appropriate officers of the Authority herein authorized shall be conclusive evidence of
the approval of such document in accordance with the terms hereof. This resolution shall not constitute an
offer and the Loan Documents shall not be effective until the date of execution thereof as provided herein.
2.03. In the event of absence or disability of the 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. Upon execution and delivery of the Loan Documents, the officers and
employees of the Board are hereby authorized and directed to take or cause to be taken such actions as may
be necessary on behalf of the Board to implement the Loan Documents.
Approved this 28th of May, 2025, by the Board of Commissioners of the City of Monticello
Economic Development Authority.
___________________________________
President
ATTEST:
___________________________________
Executive Director
4934-4395-4746.6
LOAN AGREEMENT
(Facade Improvement Forgivable Loan Program)
THIS LOAN AGREEMENT (this “Agreement”) is made effective as of [________], 2025, by and
between THE NORDIC BREWING CO., LLC, a Minnesota limited liability company dba Nordic Tap
House (the “Borrower”), and the CITY OF MONTICELLO ECONOMIC DEVELOPMENT
AUTHORITY, a public body corporate and politic and a political subdivision under the laws of the State
of Minnesota (the “Lender”).
RECITALS
A. The Lender recognizes the need to encourage investment in commercial and retail
buildings in the downtown area of the City of Monticello, Minnesota (the “City”) in order to maintain the
economic viability of the City and its Downtown/Central Community District and as such, has established
a program to provide forgivable loans in amounts up to $50,000 to eligible properties in the City’s
downtown to improve the façades of existing commercial and retail buildings (the “Façade Program”). On
November 9, 2022 and January 10, 2024, the Lender adopted revised policies for the Façade Program (the
“Policies”). The Policies require the maximum loan amount be no greater than $50,000 (the “Maximum
Amount Requirement”).
B. The Borrower has entered into a Contract for Deed (the “Contract for Deed”) with the
Estate of Keith Kjellberg (the “Owner”) to acquire the Property located at 106 Walnut Street in the City as
legally described in EXHIBIT A attached hereto (the “Loan Property”), applied for and was awarded by
the Lender on May 14, 2025, a forgivable loan from the Façade Program in the principal amount of
$111,000 (the “Loan”) in order to undertake façade improvements to the building located on the Loan Property
(collectively the “Project”). By resolution on May 14, 2025, the Board of Commissioners of the Lender
waived the Maximum Amount Requirement and approved the Loan.
C. The Loan constitutes a business subsidy within the meaning of Minnesota Statutes,
Sections 116J.993 to 116J.995, as amended (the “Business Subsidy Act”), and the Lender has adopted
criteria for awarding business subsidies that comply with the Business Subsidy Act after a public hearing
for which notice was published in accordance with the Business Subsidy Act.
D. The Lender has held a duly noticed public hearing on the business subsidy provided as
represented by the Loan and this Agreement constitutes a subsidy agreement under the Business Subsidy
Act.
E. The Lender makes the Loan to the Borrower subject to all of the terms and conditions of
this Agreement.
F. Contemporaneously with the execution hereof, the Borrower is delivering to the Lender a
Promissory Note (the “Note”) effective as of the date herewith made by the Borrower and payable to the
order of the Lender, in the original principal amount of $111,000.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby
agreed as follows:
1. Amount and Purpose of Loan. The Borrower agrees to take and the Lender agrees to make
the Loan in the principal amount of One Hundred Eleven Thousand and No/100 Dollars ($111,000) to be
advanced in a single disbursement as hereinafter provided. The Loan will be evidenced by the Note. The
Loan proceeds (the “Proceeds”) will be used only towards the cost of the Project.
4934-4395-4746.6
2. The Project. For the purposes of this Agreement, the term “Loan Property” means the real
estate legally described in EXHIBIT A attached hereto together with all improvements now located or
hereafter placed thereon. The Borrower agrees to undertake the improvements to the façade of the building
on the Loan Property in accordance with and subject to the Policies. The Borrower will complete the project
no later than 180 days from the date hereof (the “Completion Date”). Failure to complete the Project on or
before the Completion Date shall be a default hereunder.
3. Documents to be Delivered. The Borrower covenants and agrees to immediately cause the
compliance with the following conditions:
(a) Note. Deliver the Note to the Lender.
(b) Architectural Rendering. Deliver to the Lender an architectural rendering (the
“Architectural Rendering”) of the final selected improvements. The Lender must provide final
approval to the Architectural Rendering prior to the Borrower beginning work on the Project.
(c) Project Cost and Source of Funds Certificate. Deliver to the Lender a sworn
certificate detailing costs and sources of funds to be utilized for the Project (“Project Cost
Certificate”), in a form acceptable to the Lender, verified on oath by an authorized representative
of the Borrower showing an itemized breakdown of: (i) the source and amount of all Project funds;
and (ii) of the total cost of the Project. Not less than 5% of the Project funds must come from the
Borrower’s own funds. The Borrower shall deliver to the Lender lien waivers, receipts for payment
and other evidence of payment acceptable to the Lender with respect to any such portion of costs
and charges incurred through the date of the Project Cost Certificate.
(d) Insurance. Deliver to the Lender a certificate or policy for all insurance required,
under the terms hereof to be maintained by the Borrower.
(e) Compliance with Laws, Etc. Deliver to the Lender such evidence as the Lender
may require as to the compliance of the Loan Property and the Project with: (i) all applicable laws,
codes, rules, regulations and ordinances, including, without limitation, those relative to
environmental protection, protection of wetlands, building and zoning matters and the Americans
with Disabilities Act; and (ii) the requirements of any restrictive covenants, conditions and
restrictions, conditional use permits or planned unit developments applicable to the Loan Property.
The Lender may waive any of the above requirements in its sole discretion.
4. Disbursement of Loan.
(a) All Proceeds shall be paid to Borrower in accordance with the terms and conditions
of this Agreement. Notwithstanding anything to the contrary herein, if the cost of the Project exceeds
the amount to be reimbursed under this Agreement, such excess shall be the sole responsibility of the
Borrower.
(b) On ______________, 2025 (the “Closing Date”), the Proceeds shall be deposited
into an escrow account with National Bank of Commerce, located at 1421 E. 7th St., Monticello, as
escrow agent (the “Escrow Agent”) selected by the Lender. The disbursement of the Proceeds will be
made subject to the conditions precedent that prior to or as of each date of disbursement:
4934-4395-4746.6
(i) The Lender has received from Borrower an executed copy of this Agreement
and of an escrow agreement in substantially the form attached as Exhibit B (the “Escrow
Agreement”);
(ii) The Lender and Escrow Agent have received from the Borrower’s authorized
representative one or more draw requests in substantially the form attached to the Escrow
Agreement (each a “Draw Request”), certifying with respect to each requested disbursement:
that each item for which the disbursement is proposed is included in the Project, accompanied
by paid or payable invoices or other comparable evidence that the cost has been incurred and
paid or is payable by Borrower;
(iii) Borrower has provided evidence satisfactory to Lender that Borrower has
established an account for the exclusive purpose of recording the receipt and expenditure of
the Proceeds;
(iv) Borrower is in compliance with the terms of the Policies and this Agreement;
(v) Prior to the final disbursement of the Proceeds, the Borrower shall:
(1) notify the Lender when construction of the Project has been
substantially completed. The Lender or their assignee will, within a reasonable
time after such notification, inspect the Loan Property in order to determine
whether the conditions set forth in Section 2 have been satisfied. If the Lender
determines that the conditions set forth in Section 2 have not been satisfied, the
Lender will provide a written statement indicating any deficiencies to be remedied
by the Borrower and the Borrower shall remedy such deficiencies diligently and
with reasonable dispatch to completion. If the Lender determines that the
conditions set forth in Section 2 have been satisfied, the Lender will provide a
written statement of completion (the “Completion Statement”); and
(2) provide the Lender with: (a) lien waivers from all contractors and
sub-contractors for all work and/or materials in connection with the Project; (b) a final
Project Cost Certificate; (c) evidence acceptable to the Lender that the Borrower
has expended its own funds on the Project in an amount at least equal to 5% of the
total cost of the Project; and (d) final invoices from any and all contractors who
worked on the Project.
5. Façade Program Requirements and Covenants.
(a) Façade Program. The Loan is made pursuant to the Façade Program which
provides loans for eligible façade improvements. The loans are structured as 3-year no-interest
forgivable loans, whereby 50% of the total loan amount is forgiven after the first year and 25% of
the total loan amount is forgiven after the second and third year. From and after the Closing Date
through and until the Conversion Date (as defined below), the Borrower shall not be required to
make any payments of principal or interest.
(b) Policies. The Loan shall be forgiven as set forth below if the Borrower meets all
of the following requirements:
(i) Timely Completion of Project. All work on the Project must be completed
by the Completion Date in accordance with and subject to the policies of the Façade
4934-4395-4746.6
Program.
(ii) Architectural Rendering. The Project must be completed in substantial
conformity with the Architectural Rendering as approved by the Lender.
(iii) Transfer. Through [_______], 2028 (the “Maturity Date”), the Borrower
and the Owner shall not sell, transfer, lease, or convey the Loan Property or any part of it,
or any interest therein, or encumber the Loan Property or any part of it, in any manner,
without written consent of the Lender, which consent may be granted or withheld in the
discretion of the Lender. This requirement shall apply to each and every sale, transfer,
lease, or conveyance, whether voluntary or involuntary and whether or not the Lender has
consented to any such prior sale, transfer, lease, or conveyance. Notwithstanding the
foregoing, the Owner may transfer fee title to the Property to the Borrower pursuant to the
Contract for Deed.
(iv) No Defaults. As of each Determination Date (as defined below), there are
no defaults under this Agreement or any other agreement between the Lender and the
Borrower which is beyond any notice and cure period.
(c) Compliance Determination. On [_____] 1, 2026 and on each [______] 1 thereafter
through and including the Maturity Date (each a “Determination Date”), the Lender will determine,
in its sole and absolute discretion, whether the Borrower has fully and timely complied with the
requirements of this Section 5 as of such date. The Borrower and the Owner will promptly provide
all such documentation as the Lender reasonably requests in the Lender’s effort to determine
whether the Borrower timely complied with the requirements of this Section 5. If the Lender
determines, in its sole and absolute discretion, that the Borrower fully and timely complied with
the requirements of this Section 5 as of such date, as strictly interpreted, the Lender will forgive a
portion of the principal amount of the Loan as of each such Determination Date and the principal
balance of the Loan and the Note shall be deemed reduced and outstanding in the following amounts
as of each Determination Date:
Determination Date: Deemed Outstanding Principal Balance
[_______] 1, 2026 $55,500
[_______] 1, 2027 $27,750
[_______] 1, 2028 $0
(d) Conversion. If the Lender determines at any time that the Borrower have not or
cannot fully or timely comply with the requirements of this Section 5, then the Loan shall no longer
be forgivable, and the Borrower shall repay the outstanding balance of the Loan not later than 30
days after the Lender sends written notice thereof (the “Conversion Date”) in accordance with the
loan payoff as of such Conversion Date set forth below:
Conversion Date: Loan Payoff Amount
[_______] 1, 2025- [_______], 2026 $111,000
[_______] 1, 2026- [_______], 2027 $55,500
[_______] 1, 2027- [_______], 2028 $27,750
The terms and conditions of this Agreement and any other related loan document and the
Borrower’s obligations thereunder shall continue until the Loan is repaid in full. If the Borrower
4934-4395-4746.6
transfers the property in default of Section 5(b)(iii) of this Agreement, the Loan must be repaid by
Borrower to Lender in full. If the Owner transfers the property in default of Section 5(b)(iii) of this
Agreement, the Loan must be repaid by Owner to Lender in full.
(e) Final Maturity. Within a reasonable time after full and final payment or
forgiveness of the Loan, the Lender will return the Note to the Borrower.
6. Access to Loan Property. The Lender and its respective representatives shall have at all
reasonable times the right to enter and have free access to the Loan Property and the right to inspect the
Loan Property.
7. Books and Records. The Borrower agrees to maintain accurate and complete books,
accounts, and records in regard to the Project in a manner reasonably acceptable to the Lender. Such books,
accounts, and records shall be kept and maintained by the Borrower for a period of six (6) years following the
Termination Date (as hereinafter defined). Accounting methods shall be in accordance with generally accepted
accounting principles. The Lender, acting solely through its municipal or financial advisor, shall have the
right to inspect, examine and copy all such books and records of the Borrower . The Borrower shall, at the
Lender’s request, furnish such information solely to the Lender’s municipal or finance advisor, as may
reasonably be demanded.
8. Time of Essence. Time is of the essence in the performance of this
Agreement.
9. Assignability. The Borrower shall not assign this Agreement without the prior written
consent of the Lender, which consent may be withheld, conditioned, or delayed in the Lender’s sole
discretion. The Lender may freely assign or otherwise transfer (including by participation) all or any part
of its interest in the Loan or any or all of the Loan documents, at the Lender’s sole discretion.
10. Miscellaneous Covenants of Borrower. The Borrower covenants and agrees with the
Lender that, without cost to the Lender, the Borrower will:
(a) Performance of Conditions. Promptly keep, perform and comply with all of the
terms, covenants and conditions to be kept and performed by the Borrower as required by the City
and any other governmental body having jurisdiction over the Loan Property as a condition of
platting, rezoning or developing the Loan Property; keep unimpaired the rights of the Borrower
under any permit or agreement issued or made by the City or other governmental body having
jurisdiction over the Loan Property and any contracts obtained or held by the Borrower in
connection with the construction of the Project; and to enforce the prompt performance of all of the
terms, covenants and conditions to be kept and performed by the City or other governmental body
having jurisdiction over the Loan Property, respectively, under any permits or agreements issued
or made by the City or such other governmental bodies, and any contractors under all contracts
obtained or held by the Borrower in connection with construction of the Project.
(b) Amendment, Etc. of Documents. Not amend, cancel, terminate, supplement, or
waive any of the material terms, covenants, and conditions of any permit or agreement issued or
made by the City or any other governmental body having jurisdiction over the Loan Property, or
any other contracts obtained or held by the Borrower in connection with the construction of the
Project or any contracts, documents or agreements referred to herein without the prior written
approval of the Lender. The Borrower will provide the Lender with complete documentation
concerning any change made to the Project.
4934-4395-4746.6
(c) Performance of Note, etc. Without limiting the foregoing, keep and perform all of
the terms, covenants, conditions and requirements of the Note and this Agreement.
(d) Insurance. During the term of this Agreement, the Borrower shall procure and
maintain or cause to be procured and maintained at their sole expense, casualty insurance, public
liability insurance and such other types of insurance as are reasonably required by the Lender from
time to time, insuring the Lender and the Borrower with coverages, in amounts and with companies
satisfactory to the Lender.
(e) Pay Fees. Pay at closing, or within 30 days of written notice from the Lender, all
loan charges including, but not limited to: (i) the Lender’s attorneys’ fees; and (ii) filing fees of any
instruments required under this Agreement.
(f) Default Notices. Provide the Lender with a copy of any default notice received by
the Borrower, pursuant to any documents related to any financing secured by the Loan Property or
any governmental authority, promptly after receipt of the same.
11. Warranties. The Borrower represents and warrants to the Lender the following:
(a) The making and performance of this Agreement and the execution and delivery of
the Note and any other instrument required hereunder are within the powers of the Borrower and
have been duly authorized by all necessary organizational action on the part of the Borrower. This
Agreement and the Note, and any other instruments required hereunder have been duly executed
and delivered and are the legal, valid, and binding obligations of the Borrower enforceable in
accordance with their respective terms.
(b) No litigation, tax claims or governmental proceedings are pending or threatened
against the Borrower, and no judgment or order of any court or administrative agency is outstanding
against the Borrower which would have a material adverse effect on the Borrower.
(c) The Borrower has filed all tax returns (federal and state) required to be filed for all
prior years and paid all taxes shown thereon to be due, including interest and penalties. The
Borrower will file all such returns and pay all such taxes for the current and future years.
(e) All information, financial or other, which has been submitted by the Borrower in
connection with the Loan is true, accurate, and complete in all material respects.
12. Indemnification. The Borrower shall defend, hold harmless and indemnify the Authority
and its officials, commissioners, officers, agents and employees from and against all claims, liability, costs,
expenses, loss or damages of any nature whatsoever, including reasonable attorneys’ fees, arising out of or
in any way connected with its failure to perform its covenants and obligations under this Agreement and
any of its operations or activities related thereto. The provisions of this paragraph shall survive the
termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either
the Borrower or the Authority of any immunities or limits on liability provided by applicable Minnesota
law.
13. Defaults. Each of the following shall constitute an Event of Default:
(a) If the Borrower fails to pay when due any amount due under this Agreement, the
Note, or any other documents listed in Section 3.
4934-4395-4746.6
(b) Bankruptcy, reorganization, assignment, insolvency or liquidation proceedings, or
other proceedings for relief under any applicable bankruptcy law or other law for relief of debtors
are instituted by or against the Borrower and, if such proceedings are instituted against the
Borrower, an order, judgment or decree, without the consent of the Borrower appointing a trustee
or receiver for the Borrower or any part of their property or approving a petition under the
bankruptcy laws of the United States or any similar laws of any state or other competent
jurisdiction, shall have remained in force undischarged or unstayed for a period of 30 days.
(c) Any of the terms, covenants, or conditions of any permit or other agreement issued
or made by the City or other governmental body having jurisdiction over the Loan Property are not
complied with within the time required thereby or are terminated or modified by the City or such
other governmental body and the Borrower has not taken the necessary steps to correct or cure the
same within 30 days after written notice is given by the Lender.
(d) Any mechanic’s or material supplier’s lien is filed, against the Loan Property and
is not released, satisfied, or discharged or bonded to the Lender’s satisfaction.
(e) A transfer which violates Section 5(b)(iii) hereof occurs or the Borrower or the
Owner abandons the Loan Property.
(f) The Borrower fails: (i) to complete construction of the Project by the Completion
date; (ii) to construct the Project in accordance with this Agreement; (iii) to observe or perform any
other covenant, condition, obligation or agreement on its part to be observed or performed under
this Agreement, the Note, or any other document executed by the Borrower pursuant to this
Agreement; or (iv) fails to pay any amount or perform any obligation under any other note,
mortgage or other agreement now or hereafter made by the Borrower in favor of or with the Lender
or otherwise now or hereafter made by the Borrower in connection with the Loan Property, and any
such failure continues 30 days after written notice is given by the Lender.
(g) Any representation or warranty by the Borrower contained herein or in the Note,
or any other instrument required hereunder is false or untrue in any material respect when made.
14. Business Subsidy Agreement.
(a) Public Purpose. In order to satisfy the provisions of the Business Subsidy Act, the
Borrower acknowledges and agrees that the amount of the “Business Subsidy” granted to the Borrower
under this Agreement is the Loan, and that the Business Subsidy is needed to improve the façade of the
Loan Property to encourage investment in commercial and retail buildings in the downtown area of the City
in order to maintain the economic viability of the City and its Downtown/Central Community District. The
public purpose of the Business Subsidy is to remove blight in the City’s downtown and increase the tax
base of the City and the State. The goals of the Business Subsidy are to revitalize the City’s downtown
through façade improvements and blight elimination and prevention and increase the tax base of the City
and the State.
(b) Operation of Site. The Borrower shall continue its operations at the Loan Property (the
“Qualified Facility”) for at least 5 years after the Benefit Date (defined hereinafter). The Project will be a
Qualified Facility as long as the Loan Property is operated by the Borrower. The parties agree that the
“Benefit Date” is the date that the Lender delivers the Completion Statement.
4934-4395-4746.6
(c) Job and Wage Goals. Following a public hearing pursuant to Minnesota Statutes, Section
116J.994, subd. 4, the Lender has determined that the creation or retention of jobs is not a goal of the
Business Subsidy, and accordingly, wage and job goals for the Business Subsidy are set at zero.
(d) Remedies. Failure to meet the goals described in (a) and (b) hereto (the “Goals”) shall be
an Event of Default.
(i) if the failure relates to maintenance of the facility as a Qualified Facility in
accordance with Section 13(b) hereof, 60 less the number of months of operation as a Qualified
Facility (where any month in which the Qualified Facility is in operation for a t least 15 days
constitutes a month of operation), commencing on the Benefit Date and ending with the date the
Qualified Facility ceases operation as determined by the Lender, divided by 60; and
(ii) Nothing in this Section shall be construed to limit the Lender’s remedies under
Section 15 hereof. In addition to the remedy described in this Section and any other remedy
available to the Lender for failure to meet the Goals the Borrower agrees and unde rstands that it
may not receive a business subsidy from the Lender or any grantor (as defined in the Business
Subsidy Act) for a period of 5 years from the date of the failure or until the Borrower satisfies its
repayment obligation under this Section, whichever occurs first.
i. Reports. To the extent required by the Minnesota Department of Employment and
Economic Development, within 30 days of a request from the Lender, the Borrower
agrees to (i) report its progress on achieving the Goals to the Lender until the later of
the date the Goals are met or two years from the Benefit Date, (ii) include in the report
the information required in Section 116J.994, Subdivision 7 of the Business Subsidy
Act on forms developed by the Minnesota Department of Employment and Economic
Development, and (iii) send completed reports to the Lender; provided, however, that
such reporting obligations will not affect the terms of this Agreement which set the
job and wage goals at zero or effect any obligation for the Borrower to meet any
greater Goals than those contemplated herein. If the Borrower fails to timely file any
report required under this Section, the Lender will mail the Borrower a warning within
one week after the required filing date. If, after 14 days of the postmarked date of the
warning, the Borrower fails to provide a report, the Borrower must pay to the Lender
a penalty of $100 for each subsequent day until the report is filed. The maximum
aggregate penalty payable under this Section is $1,000.
ii. Other assistance. There are no other state or local government agencies providing
financial assistance for the Project other than the Lender.
iii. Parent Corporation. The Borrower does not have a parent corporation.
15. Remedies. Upon the occurrence of an Event of Default, the Lender, at its option, shall, in
addition to any other remedies which it might be entitled to by law, have the right to:
(a) Perform such other acts or deeds which reasonably may be necessary to cure any
default existing under this Agreement, and to this end, it is hereby agreed as follows:
(i) All sums expended by the Lender in effectuating its rights under paragraphs
(ii) and (iii) of this paragraph shall be deemed to have been advanced under
this Agreement and to be secured by any security document required under
this Agreement as security for the Loan.
4934-4395-4746.6
(ii) The Lender, at its option, shall have the right to enter into possession of the
Loan Property and perform any and all work and labor necessary to complete
the Project substantially as required under this Agreement and to do all
things necessary or incidental thereto.
(iii) The powers herein granted the Lender shall be deemed to be powers coupled
with an interest and the same are irrevocable.
(b) cancel this Agreement;
(c) bring appropriate action to enforce such performance and the correction of such
Event of Default;
(d) if a default occurs under Section 5(b)(iii) hereof, declare the entire unpaid principal
of the Note immediately due and payable without notice; and
(e) pursue whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect all costs (including reasonable attorneys’ fees) and
any amounts due under this Agreement or to enforce the performance and observance of any
obligation, agreement, or covenant hereof.
16. Default under Note. The failure by the Borrower to keep or perform any of the terms,
covenants, and conditions to be kept or performed by it under this Agreement shall constitute a default
under the Note.
17. Notices. Any notices given hereunder shall be in writing and shall be deemed to have been
given when delivered personally or three (3) days after deposited in the United States mail, registered,
postage prepaid, addressed as follows:
If to the Borrower:
The Nordic Brewing Co., LLC
530 Cedar Street
Monticello, MN 55362
Attn: Zach Barthel
If to the Lender:
City of Monticello Economic Development Lender
505 Walnut Street
Monticello, MN 55362
Attn: Executive Director
or addressed to any such party at such other address as such party shall hereafter furnish by notice to the
other party. Any notice delivered personally to the Borrower and the Owner shall be delivered to an officer
of the Borrower and the Owner, and any notice delivered personally to the Lender shall be delivered to an
officer of the Lender at the address for the Lender for the mailing of notices. Either party may change its
address for the giving of notices by giving the other party at least 10 days’ notice in the manner provided
above.
4934-4395-4746.6
18. Termination. This Agreement shall terminate on the later of the Maturity Date or the date
that the Loan has been paid in full (the “Termination Date”). Notwithstanding anything herein to the
contrary, the indemnification provisions provided in Section 12 hereof shall not terminate on the
Termination Date.
19. Headings. The headings used in this Agreement are for convenience only and do not
define, limit, or construe the contents of this Agreement.
20. Bindings on Successors and Assigns. Subject to the limitations on transfer contained in
this Agreement, this Agreement shall be binding upon and inure to the benefit of the successors and assigns
of the parties hereto.
21. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota, without giving effect to any choice or conflict of law provision or rule.
22. Counterparts. This Agreement may be executed in 2 or more counterparts, each of which
shall be an original and all of which shall constitute the same agreement.
23. Entire Agreement. This Agreement, the Note and the other documents executed by the
Borrower and/or the Lender pursuant to this Agreement contain the entire agreement between the parties
with respect to the subject matter hereof and supersede all prior understandings and agreements, both oral
and written. This Agreement may be amended only in a writing signed by the parties hereto.
24. Fees and Expenses. the Borrower agrees to pay to the Lender immediately upon demand
all costs and expenses, including, without limitation, all attorneys’ fees, incurred by the Lender in
connection with the enforcement of the Lender’s rights and/or the collection of any am ounts which become
due to the Lender under this Agreement, the Note or the other documents executed in connection herewith;
and the prosecution or defense of any action in any way related to this Agreement, the Note or the other
documents executed in connection herewith.
25. Electronic Signatures; Execution in Counterparts. The electronic signature of the parties to
this Agreement shall be as valid as an original signature of such party and shall be effective to bind the parties
hereto. For purposes hereof, (i) “electronic signature” means a manually signed original signature that is then
transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a
facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to
an electronic mail or internet message. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
26. Data Practices. All data collected, created, received, maintained or disseminated for any
purpose in the course of Borrower’s performance of this Agreement is governed by the Minnesota Government
Data Practices Act, Minn. Stat. Ch. 13, and any other applicable state statutes, any state rules adopted to
implement the Act and statutes, as well as federal statutes and regulations on data privacy.
27. Audits. The accounts and records of the Borrower described in paragraph (l) above shall be
audited in the same manner as all other accounts and records of the Borrower and may, for a period of six (6)
years following the Termination Date, be inspected on the Borrower’s premises by the Authority or individuals
or organizations designated by the Authority, upon reasonable notice thereof to the Borrower. The books,
records, documents and accounting procedures relevant to this Agreement are subject to examination by the
State Auditor in accordance with Minnesota law.
S-1
4934-4395-4746.6
IN TESTIMONY WHEREOF, the Borrower causes this Agreement to be effective as of the day
and year first above written.
THE NORDIC BREWING CO., LLC
By:
Name:__________________________________
Its: ____________________________________
S-2
4934-4395-4746.6
IN TESTIMONY WHEREOF, the Lender causes this Agreement to be effective as of the day and
year first above written.
CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY
By:
Name: Steve Johnson
Its: President
By:
Name: Jim Thares
Its: Executive Director
A-1
4934-4395-4746.6
EXHIBIT A
LOAN PROPERTY
Legal Description
The Northerly 35 feet of Lots 1 and 2 as measured along the Easterly and Westerly lines thereof.
The Southerly 65.00 feet of Lot 15 as measured along the Easterly and Westerly lines thereof
The Westerly 19.00 feet of the Southerly 65.00 feet of Lot 14 as measured at right angles to and
parallel with the Westerly line of said Lot 14. All in Block 52, Townsite of Monticello.
A-2
4934-4395-4746.6
A-3
4934-4395-4746.6
EXHIBIT B
ESCROW AGREEMENT
FAÇADE IMPROVEMENT FORGIVABLE LOAN PROGRAM
ESCROW AGREEMENT
This Agreement is entered into this ___ day of _____, 20__, by and between The Nordic Brewing
Co., LLC, a Minnesota limited liability company (the “Borrower”), National Bank of Commerce, a federal
savings bank (the “Escrow Agent”), and the City of Monticello Economic Development Authority, a public
body corporate and politic under the laws of Minnesota (the “Authority”).
Purpose
The purpose of the escrow established pursuant to this Agreement is to provide assurance to the Authority
that Borrower will complete the Project described in the Loan Agreement between the Authority, and the
Borrower dated [_______], 2025 (the “Loan Agreement”), which is incorporated herein by reference. All
capitalized terms which are not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
Escrow
The Escrow Agent hereby acknowledges receipt from the Authority of Proceeds in the amount of
$111,000.00 to be disbursed in connection with the construction by Borrower of the Project.
Proceeds will be disbursed to the Borrower in one or more payments as evidenced by the provisions of this
section. Before disbursement of any Proceeds deposited hereunder, Borrower must submit to the Authority
and Escrow Agent a draw request in substantially the form attached hereto as Exhibit A (the “Draw
Request”) containing evidence showing that costs for the Project have been paid or incurred by the
Borrower in at least the amount requested, provided that (i) no Proceeds will be disbursed until Borrower
provides evidence that Borrower has paid Borrower’s required share of total costs of the Project. Prior to
the final disbursement of Proceeds, the Borrower shall:
(i) notify the Lender when construction of the Project has been substantially completed. The
Lender or their assignee will, within a reasonable time after such notification, inspect the Loan Property in
order to determine whether the conditions set forth in Section 2 have been satisfied. If the Lender
determines that the conditions set forth in Section 2 have not been satisfied, the Lender will provide a
written statement indicating any deficiencies to be remedied by the Borrower and the Borrower shall
remedy such deficiencies diligently and with reasonable dispatch to completion. If the Lender determines
that the conditions set forth in Section 2 have been satisfied, the Lender will provide a written statement of
completion (the “Completion Statement”); and
(ii) provide the Lender with: (a) lien waivers from all contractors and sub-contractors for all work
and/or materials in connection with the Project; (b) a final Project Cost Certificate; (c) evidence acceptable
to the Lender that the Borrower has expended its own funds on the Project in an amount at least equal to
5% of the total cost of the Project; and (d) final invoices from any and all contractors who worked on the
Project. The Authority may, if not satisfied with any evidence provided, request such further documentation
or clarification as the Authority may reasonably require.
The Authority will authorize disbursement by the Escrow Agent of the Proceeds upon receipt and approval
A-4
4934-4395-4746.6
of the Borrower’s Draw Request evidencing costs of the Project exceeding Borrower’s required
contribution by at least the amount of the requested disbursement. Final disbursement of Proceeds must be
made no later than six months after the date hereof.
Indemnity
Borrower agrees to indemnify and hold harmless the Authority from and against any claim, damage,
liability, loss or expense, including reasonable attorney’s fees, made by any party in connection with the
performance of obligations under this Agreement.
Title and Escrow Charges
Any escrow fees will be paid by Authority.
Termination
This Agreement will terminate upon the earlier to occur of one of the following: i) mutual written
agreement of the parties; or ii) disbursement of all Proceeds to Borrower (the “Termination Date”). Any
balance of Proceeds remaining in escrow as of the Termination Date will be returned to the Authority.
A-5
4934-4395-4746.6
THE NORDIC BREWING CO.,LLC
By: ___________________________
Its: ___________________________
Date: __________________________
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
___________________________________________ Date: ____________________
By: Its President
___________________________________________ Date: ____________________
By: Its Executive Director
National Bank of Commerce
By: ________________________________________ Date: ____________________
Its _____________________________________
A-6
4934-4395-4746.6
EXHIBIT A TO ESCROW AGREEMENT
DRAW REQUEST – DOWNTOWN FAÇADE IMPROVEMENT PROGRAM
TO: City of Monticello Economic Development Authority
505 Walnut Street, Suite 1
Monticello, MN 55362
Attn: Executive Director
DISBURSEMENT DIRECTION
The undersigned Authorized Representative of The Nordic Brewing Co., LLC, a Minnesota limited
liability company (the “Borrower”), hereby authorizes and requests you to disburse from the Proceeds, in
accordance with the terms of the Loan Agreement between the City of Monticello Economic Development
Authority (the “Lender”) and the Borrower, dated as of [_______], 2025 (the “Agreement”), and the Escrow
Agreement, the following amount to the following person and for the following proper costs of the Project:
1. Amount:
2. Payee:
3. Purpose:
all as defined and provided in the Agreement. The undersigned further certifies to the Lender that (a) none
of the items for which the payment is proposed to be made has formed the basis for any payment previously
made under Section 4 of the Agreement (or before the date of the Agreement); (b) each item for which the
payment is proposed is eligible for funding from the Proceeds; and (c) the Borrower has paid, at the Borrower’s
sole expense, $______________ in costs of the Project, representing at least the Borrower’s 5% required share
of such costs.
All capitalized terms which are not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
Dated: ____________________
______________________________________
Borrower’s Authorized Representative
4934-4395-4746.54934-4395-4746.6
LOAN AGREEMENT
(Facade Improvement Forgivable Loan Program)
THIS LOAN AGREEMENT (this “Agreement”) is made effective as of [________], 2025, by and
between THE NORDIC BREWING CO., LLC, a Minnesota limited liability company dba Nordic Tap
House (the “Borrower”)and THE ESTATE OF KEITH KJELLBERG (the “Owner”), and the CITY OF
MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic and a
political subdivision under the laws of the State of Minnesota (the “Lender”).
RECITALS
A. The Lender recognizes the need to encourage investment in commercial and retail
buildings in the downtown area of the City of Monticello, Minnesota (the “City”) in order to maintain the
economic viability of the City and its Downtown/Central Community District and as such, has established
a program to provide forgivable loans in amounts up to $50,000 to eligible properties in the City’s
downtown to improve the façades of existing commercial and retail buildings (the “Façade Program”). On
November 9, 2022 and January 10, 2024, the Lender adopted revised policies for the Façade Program (the
“Policies”). The Policies require the maximum loan amount be no greater than $50,000 (the “Maximum
Amount Requirement”).
B. The Borrower has entered into a Contract for Deed (the “Contract for Deed”) with the
Estate of Keith Kjellberg (the “Owner”)to acquire the Property located at 106 Walnut Street in the City as
legally described in EXHIBIT A attached hereto (the “Loan Property”), applied for and was awarded by
the Lender on May 14, 2025, a forgivable loan from the Façade Program in the principal amount of
$111,000 (the “Loan”) in order to undertake façade improvements to the building located on the Loan Property
(collectively the “Project”). By resolution on May 14, 2025, the Board of Commissioners of the Lender
waived the Maximum Amount Requirement and approved the Loan.
C. The Loan constitutes a business subsidy within the meaning of Minnesota Statutes,
Sections 116J.993 to 116J.995, as amended (the “Business Subsidy Act”), and the Lender has adopted
criteria for awarding business subsidies that comply with the Business Subsidy Act after a public hearing
for which notice was published in accordance with the Business Subsidy Act.
D. The Lender has held a duly noticed public hearing on the business subsidy provided as
represented by the Loan and this Agreement constitutes a subsidy agreement under the Business Subsidy
Act.
E. The Lender makes the Loan to the Borrower and the Owner subject to all of the terms and
conditions of this Agreement.
F. Contemporaneously with the execution hereof, the Borrower and the Owner is delivering
to the Lender a Promissory Note (the “Note”) effective as of the date herewith made by the Borrower and
the Owner, jointly and severally, and payable to the order of the Lender, in the original principal amount of
$111,000.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby
agreed as follows:
1. Amount and Purpose of Loan. The Borrower and the Owner agreeagrees to take and the
Lender agrees to make the Loan in the principal amount of One Hundred Eleven Thousand and No/100
Dollars ($111,000) to be advanced in a single disbursement as hereinafter provided. The Loan will be
4934-4395-4746.54934-4395-4746.6
evidenced by the Note. The Loan proceeds (the “Proceeds”) will be used only towards the cost of the
Project. Upon Closing and the satisfaction of the Contract for Deed with the Borrower, the Owner and Greg
Kjellberg, Gary Kjellberg, Linda Yonak, and all heirs will no longer be responsible for the Note.
2. The Project. For the purposes of this Agreement, the term “Loan Property” means the real
estate legally described in EXHIBIT A attached hereto together with all improvements now located or
hereafter placed thereon. The Borrower agrees to undertake the improvements to the façade of the building
on the Loan Property in accordance with and subject to the Policies. The Borrower will complete the project
no later than 180 days from the date hereof (the “Completion Date”). Failure to complete the Project on or
before the Completion Date shall be a default hereunder.
3. Documents to be Delivered. The Borrower covenants and agrees to immediately cause the
compliance with the following conditions:
(a)Note. Deliver the Note to the Lender.
(b)Architectural Rendering. Deliver to the Lender an architectural rendering (the
“Architectural Rendering”) of the final selected improvements. The Lender must provide final
approval to the Architectural Rendering prior to the Borrower beginning work on the Project.
(c)Project Cost and Source of Funds Certificate. Deliver to the Lender a sworn
certificate detailing costs and sources of funds to be utilized for the Project (“Project Cost
Certificate”), in a form acceptable to the Lender, verified on oath by an authorized representative
of the Borrower showing an itemized breakdown of: (i) the source and amount of all Project funds;
and (ii) of the total cost of the Project. Not less than 5% of the Project funds must come from the
Borrower’s own funds. The Borrower shall deliver to the Lender lien waivers, receipts for payment
and other evidence of payment acceptable to the Lender with respect to any such portion of costs
and charges incurred through the date of the Project Cost Certificate.
(d)Insurance. Deliver to the Lender a certificate or policy for all insurance required,
under the terms hereof to be maintained by the Borrower.
(e)Compliance with Laws, Etc. Deliver to the Lender such evidence as the Lender
may require as to the compliance of the Loan Property and the Project with: (i) all applicable laws,
codes, rules, regulations and ordinances, including, without limitation, those relative to
environmental protection, protection of wetlands, building and zoning matters and the Americans
with Disabilities Act; and (ii) the requirements of any restrictive covenants, conditions and
restrictions, conditional use permits or planned unit developments applicable to the Loan Property.
The Lender may waive any of the above requirements in its sole discretion.
4. Disbursement of Loan.
(a) All Proceeds shall be paid to Borrower in accordance with the terms and conditions
of this Agreement. Notwithstanding anything to the contrary herein, if the cost of the Project exceeds
the amount to be reimbursed under this Agreement, such excess shall be the sole responsibility of the
Borrower.
(b) On ______________, 2025 (the “Closing Date”), the Proceeds shall be deposited
into an escrow account with National Bank of Commerce, located at 1421 E. 7th St., Monticello, as
4934-4395-4746.54934-4395-4746.6
escrow agent (the “Escrow Agent”) selected by the Lender. The disbursement of the Proceeds will be
made subject to the conditions precedent that prior to or as of each date of disbursement:
(i) The Lender has received from Borrower an executed copy of this Agreement
and of an escrow agreement in substantially the form attached as Exhibit B (the “Escrow
Agreement”);
(ii) The Lender and Escrow Agent have received from the Borrower’s authorized
representative one or more draw requests in substantially the form attached to the Escrow
Agreement (each a “Draw Request”), certifying with respect to each requested disbursement:
that each item for which the disbursement is proposed is included in the Project, accompanied
by paid or payable invoices or other comparable evidence that the cost has been incurred and
paid or is payable by Borrower;
(iii) Borrower has provided evidence satisfactory to Lender that Borrower has
established an account for the exclusive purpose of recording the receipt and expenditure of
the Proceeds;
(iv) Borrower is in compliance with the terms of the Policies and this Agreement;
(v) Prior to the final disbursement of the Proceeds, the Borrower shall:
(1) notify the Lender when construction of the Project has been
substantially completed. The Lender or their assignee will, within a reasonable
time after such notification, inspect the Loan Property in order to determine
whether the conditions set forth in Section 2 have been satisfied. If the Lender
determines that the conditions set forth in Section 2 have not been satisfied, the
Lender will provide a written statement indicating any deficiencies to be remedied
by the Borrower and the Borrower shall remedy such deficiencies diligently and
with reasonable dispatch to completion. If the Lender determines that the
conditions set forth in Section 2 have been satisfied, the Lender will provide a
written statement of completion (the “Completion Statement”); and
(2) provide the Lender with: (a) lien waivers from all contractors and
sub-contractors for all work and/or materials in connection with the Project; (b) a final
Project Cost Certificate; (c) evidence acceptable to the Lender that the Borrower
has expended its own funds on the Project in an amount at least equal to 5% of the
total cost of the Project; and (d) final invoices from any and all contractors who
worked on the Project.
5. Façade Program Requirements and Covenants.
(a) Façade Program. The Loan is made pursuant to the Façade Program which
provides loans for eligible façade improvements. The loans are structured as 3-year no-interest
forgivable loans, whereby 50% of the total loan amount is forgiven after the first year and 25% of
the total loan amount is forgiven after the second and third year. From and after the Closing Date
through and until the Conversion Date (as defined below), the Borrower and the Owner shall not
be required to make any payments of principal or interest.
(b) Policies. The Loan shall be forgiven as set forth below if the Borrower and the
Owner meetmeets all of the following requirements:
4934-4395-4746.54934-4395-4746.6
(i) Timely Completion of Project. All work on the Project must be completed
by the Completion Date in accordance with and subject to the policies of the Façade
Program.
(ii) Architectural Rendering. The Project must be completed in substantial
conformity with the Architectural Rendering as approved by the Lender.
(iii) Transfer. Through [_______], 2028 (the “Maturity Date”), the Borrower
and the Owner shall not sell, transfer, lease, or convey the Loan Property or any part of it,
or any interest therein, or encumber the Loan Property or any part of it, in any manner,
without written consent of the Lender, which consent may be granted or withheld in the
discretion of the Lender. This requirement shall apply to each and every sale, transfer,
lease, or conveyance, whether voluntary or involuntary and whether or not the Lender has
consented to any such prior sale, transfer, lease, or conveyance. Notwithstanding the
foregoing, the Owner may transfer fee title to the Property to the Borrower pursuant to the
Contract for Deed.
(iv) No Defaults. As of each Determination Date (as defined below), there are
no defaults under this Agreement or any other agreement between the Lender, the Owner
and the Borrower which is beyond any notice and cure period.
(c) Compliance Determination. On [_____] 1, 2026 and on each [______] 1 thereafter
through and including the Maturity Date (each a “Determination Date”), the Lender will determine,
in its sole and absolute discretion, whether the Borrower and the Owner havehas fully and timely
complied with the requirements of this Section 5 as of such date. The Borrower and the Owner
will promptly provide all such documentation as the Lender reasonably requests in the Lender’s
effort to determine whether the Borrower and the Owner timely complied with the requirements of
this Section 5. If the Lender determines, in its sole and absolute discretion, that the Borrower and
the Owner fully and timely complied with the requirements of this Section 5 as of such date, as
strictly interpreted, the Lender will forgive a portion of the principal amount of the Loan as of each
such Determination Date and the principal balance of the Loan and the Note shall be deemed
reduced and outstanding in the following amounts as of each Determination Date:
Determination Date: Deemed Outstanding Principal Balance
[_______] 1, 2026 $55,500
[_______] 1, 2027 $27,750
[_______] 1, 2028 $0
(d) Conversion. If the Lender determines at any time that the Borrower and the Owner
have not or cannot fully or timely comply with the requirements of this Section 5, then the Loan
shall no longer be forgivable, and the Borrower and the Owner shall repay the outstanding balance
of the Loan not later than 30 days after the Lender sends written notice thereof (the “Conversion
Date”) in accordance with the loan payoff as of such Conversion Date set forth below:
Conversion Date: Loan Payoff Amount
[_______] 1, 2025- [_______], 2026 $111,000
[_______] 1, 2026- [_______], 2027 $55,500
[_______] 1, 2027- [_______], 2028 $27,750
4934-4395-4746.54934-4395-4746.6
The terms and conditions of this Agreement and any other related loan document and the
Borrower’s and the Owner’s obligations thereunder shall continue until the Loan is repaid in full.
If the Borrower transfers the property in default of Section 5(b)(iii) of this Agreement, the Loan
must be repaid by Borrower to Lender in full. If the Owner transfers the property in default of
Section 5(b)(iii) of this Agreement, the Loan must be repaid by Owner to Lender in full. The
Owner shall only be obligated to repay the Loan if she transfers the property in violation of Section
5(b)(iii) hereof.
(e) Final Maturity. Within a reasonable time after full and final payment or
forgiveness of the Loan, the Lender will return the Note to the Borrower and the Owner.
6. Access to Loan Property. The Lender and its respective representatives shall have at all
reasonable times the right to enter and have free access to the Loan Property and the right to inspect the
Loan Property.
7. Books and Records. The Borrower and the Owner agreeagrees to maintain accurate and
complete books, accounts, and records in regard to the Project in a manner reasonably acceptable to the
Lender. Such books, accounts, and records shall be kept and maintained by the Borrower and the Owner for a
period of six (6) years following the Termination Date (as hereinafter defined). Accounting methods shall be
in accordance with generally accepted accounting principles. The Lender, acting solely through its municipal
or financial advisor, shall have the right to inspect, examine and copy all such books and records of the
Borrower and the Owner. The Borrower and the Owner shall, at the Lender’s request, furnish such
information solely to the Lender’s municipal or finance advisor, as may reasonably be demanded.
8. Time of Essence. Time is of the essence in the performance of this
Agreement.
9. Assignability. The Borrower and the Owner shall not assign this Agreement without the
prior written consent of the Lender, which consent may be withheld, conditioned, or delayed in the Lender’s
sole discretion. The Lender may freely assign or otherwise transfer (including by participation) all or any
part of its interest in the Loan or any or all of the Loan documents, at the Lender’s sole discretion.
10. Miscellaneous Covenants of Borrower. The Borrower and the Owner covenant and
agreecovenants and agrees with the Lender that, without cost to the Lender, the Borrower will:
(a)Performance of Conditions. Promptly keep, perform and comply with all of the
terms, covenants and conditions to be kept and performed by the Borrower and the Owner as
required by the City and any other governmental body having jurisdiction over the Loan Property
as a condition of platting, rezoning or developing the Loan Property; keep unimpaired the rights of
the Borrower and the Owner under any permit or agreement issued or made by the City or other
governmental body having jurisdiction over the Loan Property and any contracts obtained or held
by the Borrower in connection with the construction of the Project; and to enforce the prompt
performance of all of the terms, covenants and conditions to be kept and performed by the City or
other governmental body having jurisdiction over the Loan Property, respectively, under any
permits or agreements issued or made by the City or such other governmental bodies, and any
contractors under all contracts obtained or held by the Borrower in connection with construction of
the Project.
(b)Amendment, Etc. of Documents. Not amend, cancel, terminate, supplement, or
waive any of the material terms, covenants, and conditions of any permit or agreement issued or
4934-4395-4746.54934-4395-4746.6
made by the City or any other governmental body having jurisdiction over the Loan Property, or
any other contracts obtained or held by the Borrower in connection with the construction of the
Project or any contracts, documents or agreements referred to herein without the prior written
approval of the Lender. The Borrower will provide the Lender with complete documentation
concerning any change made to the Project.
(c)Performance of Note, etc. Without limiting the foregoing, keep and perform all of
the terms, covenants, conditions and requirements of the Note and this Agreement.
(d)Insurance. During the term of this Agreement, the Borrower shall procure and
maintain or cause to be procured and maintained at their sole expense, casualty insurance, public
liability insurance and such other types of insurance as are reasonably required by the Lender from
time to time, insuring the Lender and the Borrower with coverages, in amounts and with companies
satisfactory to the Lender.
(e)Pay Fees. Pay at closing, or within 30 days of written notice from the Lender, all
loan charges including, but not limited to: (i) the Lender’s attorneys’ fees; and (ii) filing fees of any
instruments required under this Agreement.
(f)Default Notices. Provide the Lender with a copy of any default notice received by
the Borrower and the Owner, pursuant to any documents related to any financing secured by the
Loan Property or any governmental authority, promptly after receipt of the same.
11. Warranties. The Borrower and the Owner represent and warrantrepresents and warrants to
the Lender the following:
(a)The making and performance of this Agreement and the execution and delivery of
the Note and any other instrument required hereunder are within the powers of the Borrower and
the Owner and have been duly authorized by all necessary organizational action on the part of the
Borrower and the Owner. This Agreement and the Note, and any other instruments required
hereunder have been duly executed and delivered and are the legal, valid, and binding obligations
of the Borrower and the Owner enforceable in accordance with their respective terms.
(b)No litigation, tax claims or governmental proceedings are pending or threatened
against the Borrower and the Owner, and no judgment or order of any court or administrative
agency is outstanding against the Borrower and the Owner which would have a material adverse
effect on the Borrower and the Owner.
(c)The Borrower and the Owner has filed all tax returns (federal and state) required
to be filed for all prior years and paid all taxes shown thereon to be due, including interest and
penalties. The Borrower and the Owner will file all such returns and pay all such taxes for the
current and future years.
(e)All information, financial or other, which has been submitted by the Borrower and
the Owner in connection with the Loan is true, accurate, and complete in all material respects.
12. Indemnification. The Borrower and the Owner, jointly and severally, shall defend, hold
harmless and indemnify the Authority and its officials, commissioners, officers, agents and employees from
and against all claims, liability, costs, expenses, loss or damages of any nature whatsoever, including
reasonable attorneys’ fees, arising out of or in any way connected with its failure to perform its covenants
4934-4395-4746.54934-4395-4746.6
and obligations under this Agreement and any of its operations or activities related thereto. The provisions
of this paragraph shall survive the termination of this Agreement. This indemnification shall not be
construed as a waiver on the part of either the Borrower or the Authority of any immunities or limits on
liability provided by applicable Minnesota law.
13. Defaults. Each of the following shall constitute an Event of Default:
(a)If the Borrower or the Owner fails to pay when due any amount due under this
Agreement, the Note, or any other documents listed in Section 3.
(b)Bankruptcy, reorganization, assignment, insolvency or liquidation proceedings, or
other proceedings for relief under any applicable bankruptcy law or other law for relief of debtors
are instituted by or against the Borrower or the Owner and, if such proceedings are instituted against
the Borrower or the Owner, an order, judgment or decree, without the consent of the Borrower
appointing a trustee or receiver for the Borrower or the Owner or any part of their property or
approving a petition under the bankruptcy laws of the United States or any similar laws of any state
or other competent jurisdiction, shall have remained in force undischarged or unstayed for a period
of 30 days.
(c)Any of the terms, covenants, or conditions of any permit or other agreement issued
or made by the City or other governmental body having jurisdiction over the Loan Property are not
complied with within the time required thereby or are terminated or modified by the City or such
other governmental body and the Borrower and the Owner has not taken the necessary steps to
correct or cure the same within 30 days after written notice is given by the Lender.
(d)Any mechanic’s or material supplier’s lien is filed, against the Loan Property and
is not released, satisfied, or discharged or bonded to the Lender’s satisfaction.
(e)A transfer which violates Section 5(b)(iii) hereof occurs or the Borrower or the
Owner abandons the Loan Property.
(f)The Borrower fails: (i) to complete construction of the Project by the Completion
date; (ii) to construct the Project in accordance with this Agreement; (iii) to observe or perform any
other covenant, condition, obligation or agreement on its part to be observed or performed under
this Agreement, the Note, or any other document executed by the Borrower and the Owner pursuant
to this Agreement; or (iv) fails to pay any amount or perform any obligation under any other note,
mortgage or other agreement now or hereafter made by the Borrower and the Owner in favor of or
with the Lender or otherwise now or hereafter made by the Borrower and the Owner in connection
with the Loan Property, and any such failure continues 30 days after written notice is given by the
Lender.
(g)Any representation or warranty by the Borrower and the Owner contained herein
or in the Note, or any other instrument required hereunder is false or untrue in any material respect
when made.
14. Business Subsidy Agreement.
(a)Public Purpose. In order to satisfy the provisions of the Business Subsidy Act, the
Borrower acknowledges and agrees that the amount of the “Business Subsidy” granted to the Borrower
under this Agreement is the Loan, and that the Business Subsidy is needed to improve the façade of the
4934-4395-4746.54934-4395-4746.6
Loan Property to encourage investment in commercial and retail buildings in the downtown area of the City
in order to maintain the economic viability of the City and its Downtown/Central Community District. The
public purpose of the Business Subsidy is to remove blight in the City’s downtown and increase the tax
base of the City and the State. The goals of the Business Subsidy are to revitalize the City’s downtown
through façade improvements and blight elimination and prevention and increase the tax base of the City
and the State.
(b)Operation of Site. The Borrower shall continue its operations at the Loan Property (the
“Qualified Facility”) for at least 5 years after the Benefit Date (defined hereinafter). The Project will be a
Qualified Facility as long as the Loan Property is operated by the Borrower. The parties agree that the
“Benefit Date” is the date that the Lender delivers the Completion Statement.
(c)Job and Wage Goals. Following a public hearing pursuant to Minnesota Statutes, Section
116J.994, subd. 4, the Lender has determined that the creation or retention of jobs is not a goal of the
Business Subsidy, and accordingly, wage and job goals for the Business Subsidy are set at zero.
(d)Remedies. Failure to meet the goals described in (a) and (b) hereto (the “Goals”) shall be
an Event of Default.
(i) if the failure relates to maintenance of the facility as a Qualified Facility in
accordance with Section 13(b) hereof, 60 less the number of months of operation as a Qualified
Facility (where any month in which the Qualified Facility is in operation for at least 15 days
constitutes a month of operation), commencing on the Benefit Date and ending with the date the
Qualified Facility ceases operation as determined by the Lender, divided by 60; and
(ii) Nothing in this Section shall be construed to limit the Lender’s remedies under
Section 15 hereof. In addition to the remedy described in this Section and any other remedy
available to the Lender for failure to meet the Goals the Borrower agrees and understands that it
may not receive a business subsidy from the Lender or any grantor (as defined in the Business
Subsidy Act) for a period of 5 years from the date of the failure or until the Borrower satisfies its
repayment obligation under this Section, whichever occurs first.
i.Reports. To the extent required by the Minnesota Department of Employment and
Economic Development, within 30 days of a request from the Lender, the Borrower
agrees to (i) report its progress on achieving the Goals to the Lender until the later of
the date the Goals are met or two years from the Benefit Date, (ii) include in the report
the information required in Section 116J.994, Subdivision 7 of the Business Subsidy
Act on forms developed by the Minnesota Department of Employment and Economic
Development, and (iii) send completed reports to the Lender; provided, however, that
such reporting obligations will not affect the terms of this Agreement which set the
job and wage goals at zero or effect any obligation for the Borrower to meet any
greater Goals than those contemplated herein. If the Borrower fails to timely file any
report required under this Section, the Lender will mail the Borrower a warning within
one week after the required filing date. If, after 14 days of the postmarked date of the
warning, the Borrower fails to provide a report, the Borrower must pay to the Lender
a penalty of $100 for each subsequent day until the report is filed. The maximum
aggregate penalty payable under this Section is $1,000.
ii.Other assistance. There are no other state or local government agencies providing
financial assistance for the Project other than the Lender.
4934-4395-4746.54934-4395-4746.6
iii.Parent Corporation. The Borrower does not have a parent corporation.
15. Remedies. Upon the occurrence of an Event of Default, the Lender, at its option, shall, in
addition to any other remedies which it might be entitled to by law, have the right to:
(a) Perform such other acts or deeds which reasonably may be necessary to cure any
default existing under this Agreement, and to this end, it is hereby agreed as follows:
(i) All sums expended by the Lender in effectuating its rights under paragraphs
(ii) and (iii) of this paragraph shall be deemed to have been advanced under
this Agreement and to be secured by any security document required under
this Agreement as security for the Loan.
(ii) The Lender, at its option, shall have the right to enter into possession of the
Loan Property and perform any and all work and labor necessary to complete
the Project substantially as required under this Agreement and to do all
things necessary or incidental thereto.
(iii)The powers herein granted the Lender shall be deemed to be powers coupled
with an interest and the same are irrevocable.
(b) cancel this Agreement;
(c) bring appropriate action to enforce such performance and the correction of such
Event of Default;
(d) if a default occurs under Section 5(b)(iii) hereof, declare the entire unpaid principal
of the Note immediately due and payable without notice; and
(e) pursue whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect all costs (including reasonable attorneys’ fees) and
any amounts due under this Agreement or to enforce the performance and observance of any
obligation, agreement, or covenant hereof.
16. Default under Note. The failure by the Borrower and the Owner to keep or perform any of
the terms, covenants, and conditions to be kept or performed by it under this Agreement shall constitute a
default under the Note.
17. Notices. Any notices given hereunder shall be in writing and shall be deemed to have been
given when delivered personally or three (3) days after deposited in the United States mail, registered,
postage prepaid, addressed as follows:
If to the Borrower:
The Nordic Brewing Co., LLC
530 Cedar Street
Monticello, MN 55362
Attn: [_______]
If to the Owner:
4934-4395-4746.54934-4395-4746.6
Linda Yonak
[Address]
If to the Lender:
City of Monticello Economic Development Lender
505 Walnut Street
Monticello, MN 55362
Attn: Executive Director
or addressed to any such party at such other address as such party shall hereafter furnish by notice to the
other party. Any notice delivered personally to the Borrower and the Owner shall be delivered to an officer
of the Borrower and the Owner, and any notice delivered personally to the Lender shall be delivered to an
officer of the Lender at the address for the Lender for the mailing of notices. Either party may change its
address for the giving of notices by giving the other party at least 10 days’ notice in the manner provided
above.
18. Termination. This Agreement shall terminate on the later of the Maturity Date or the date
that the Loan has been paid in full (the “Termination Date”). Notwithstanding anything herein to the
contrary, the indemnification provisions provided in Section 12 hereof shall not terminate on the
Termination Date.
19. Headings. The headings used in this Agreement are for convenience only and do not
define, limit, or construe the contents of this Agreement.
20. Bindings on Successors and Assigns. Subject to the limitations on transfer contained in
this Agreement, this Agreement shall be binding upon and inure to the benefit of the successors and assigns
of the parties hereto.
21. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of Minnesota, without giving effect to any choice or conflict of law provision or rule.
22. Counterparts. This Agreement may be executed in 2 or more counterparts, each of which
shall be an original and all of which shall constitute the same agreement.
23. Entire Agreement. This Agreement, the Note and the other documents executed by the
Borrower, the Owner and/or the Lender pursuant to this Agreement contain the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior understandings and agreements,
both oral and written. This Agreement may be amended only in a writing signed by the parties hereto.
24. Fees and Expenses. the Borrower agrees to pay to the Lender immediately upon demand
all costs and expenses, including, without limitation, all attorneys’ fees, incurred by the Lender in
connection with the enforcement of the Lender’s rights and/or the collection of any amounts which become
due to the Lender under this Agreement, the Note or the other documents executed in connection herewith;
and the prosecution or defense of any action in any way related to this Agreement, the Note or the other
documents executed in connection herewith.
25. Electronic Signatures; Execution in Counterparts. The electronic signature of the parties to
this Agreement shall be as valid as an original signature of such party and shall be effective to bind the parties
hereto. For purposes hereof, (i) “electronic signature” means a manually signed original signature that is then
4934-4395-4746.54934-4395-4746.6
transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a
facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to
an electronic mail or internet message. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
26. Data Practices. All data collected, created, received, maintained or disseminated for any
purpose in the course of Borrower’s performance of this Agreement is governed by the Minnesota Government
Data Practices Act, Minn. Stat. Ch. 13, and any other applicable state statutes, any state rules adopted to
implement the Act and statutes, as well as federal statutes and regulations on data privacy.
27. Audits. The accounts and records of the Borrower and the Owner described in paragraph (l)
above shall be audited in the same manner as all other accounts and records of the Borrower and the Owner
and may, for a period of six (6) years following the Termination Date, be inspected on the Borrower and the
Owner’sBorrower’s premises by the Authority or individuals or organizations designated by the Authority,
upon reasonable notice thereof to the Borrower and the Owner. The books, records, documents and accounting
procedures relevant to this Agreement are subject to examination by the State Auditor in accordance with
Minnesota law.
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4934-4395-4746.54934-4395-4746.6
IN TESTIMONY WHEREOF, the Borrower and the Owner causes this Agreement to be effective
as of the day and year first above written.
THE NORDIC BREWING CO., LLC
By:
Name:__________________________________
Its: ____________________________________
Consented to by: LINDA YONAK, as Personal Representative for the
Estate of Keith Kjellberg
By: _____________________________________
Name: Linda Yonak
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4934-4395-4746.54934-4395-4746.6
IN TESTIMONY WHEREOF, the Lender causes this Agreement to be effective as of the day and
year first above written.
CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY
By:
Name: Steve Johnson
Its: President
By:
Name: Jim Thares
Its: Executive Director
A-1
4934-4395-4746.54934-4395-4746.6
EXHIBIT A
LOAN PROPERTY
[legal description of Loan Property to be inserted]
A-2
4934-4395-4746.54934-4395-4746.6
EXHIBIT B
ESCROW AGREEMENT
FAÇADE IMPROVEMENT FORGIVABLE LOAN PROGRAM
ESCROW AGREEMENT
This Agreement is entered into this ___ day of _____, 20__, by and between The Nordic Brewing
Co., LLC, a Minnesota limited liability company (the “Borrower”), National Bank of Commerce, a federal
savings bank (the “Escrow Agent”), and the City of Monticello Economic Development Authority, a public
body corporate and politic under the laws of Minnesota (the “Authority”).
Purpose
The purpose of the escrow established pursuant to this Agreement is to provide assurance to the Authority
that Borrower will complete the Project described in the Loan Agreement between the Authority, the
Owner, and the Borrower dated [_______], 2025 (the “Loan Agreement”), which is incorporated herein by
reference. All capitalized terms which are not otherwise defined herein shall have the meanings set forth
in the Loan Agreement.
Escrow
The Escrow Agent hereby acknowledges receipt from the Authority of Proceeds in the amount of
$111,000.00 to be disbursed in connection with the construction by Borrower of the Project.
Proceeds will be disbursed to the Borrower in one or more payments as evidenced by the provisions of this
section. Before disbursement of any Proceeds deposited hereunder, Borrower must submit to the Authority
and Escrow Agent a draw request in substantially the form attached hereto as Exhibit A (the “Draw
Request”) containing evidence showing that costs for the Project have been paid or incurred by the
Borrower in at least the amount requested, provided that (i) no Proceeds will be disbursed until Borrower
provides evidence that Borrower has paid Borrower’s required share of total costs of the Project. Prior to
the final disbursement of Proceeds, the Borrower shall:
(i) notify the Lender when construction of the Project has been substantially completed. The
Lender or their assignee will, within a reasonable time after such notification, inspect the Loan Property in
order to determine whether the conditions set forth in Section 2 have been satisfied. If the Lender
determines that the conditions set forth in Section 2 have not been satisfied, the Lender will provide a
written statement indicating any deficiencies to be remedied by the Borrower and the Borrower shall
remedy such deficiencies diligently and with reasonable dispatch to completion. If the Lender determines
that the conditions set forth in Section 2 have been satisfied, the Lender will provide a written statement of
completion (the “Completion Statement”); and
(ii) provide the Lender with: (a) lien waivers from all contractors and sub-contractors for all work
and/or materials in connection with the Project; (b) a final Project Cost Certificate; (c) evidence acceptable
to the Lender that the Borrower has expended its own funds on the Project in an amount at least equal to
5% of the total cost of the Project; and (d) final invoices from any and all contractors who worked on the
Project. The Authority may, if not satisfied with any evidence provided, request such further documentation
or clarification as the Authority may reasonably require.
The Authority will authorize disbursement by the Escrow Agent of the Proceeds upon receipt and approval
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4934-4395-4746.54934-4395-4746.6
of the Borrower’s Draw Request evidencing costs of the Project exceeding Borrower’s required
contribution by at least the amount of the requested disbursement. Final disbursement of Proceeds must be
made no later than six months after the date hereof.
Indemnity
Borrower agrees to indemnify and hold harmless the Authority from and against any claim, damage,
liability, loss or expense, including reasonable attorney’s fees, made by any party in connection with the
performance of obligations under this Agreement.
Title and Escrow Charges
Any escrow fees will be paid by Authority.
Termination
This Agreement will terminate upon the earlier to occur of one of the following: i) mutual written
agreement of the parties; or ii) disbursement of all Proceeds to Borrower (the “Termination Date”). Any
balance of Proceeds remaining in escrow as of the Termination Date will be returned to the Authority.
A-4
4934-4395-4746.54934-4395-4746.6
THE NORDIC BREWING CO.,LLC
By: ___________________________
Its: ___________________________
Date: __________________________
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
___________________________________________ Date: ____________________
By: Its President
___________________________________________ Date: ____________________
By: Its Executive Director
National Bank of Commerce
By: ________________________________________ Date: ____________________
Its _____________________________________
A-5
4934-4395-4746.54934-4395-4746.6
EXHIBIT A TO ESCROW AGREEMENT
DRAW REQUEST – DOWNTOWN FAÇADE IMPROVEMENT PROGRAM
TO: City of Monticello Economic Development Authority
505 Walnut Street, Suite 1
Monticello, MN 55362
Attn: Executive Director
DISBURSEMENT DIRECTION
The undersigned Authorized Representative of The Nordic Brewing Co., LLC, a Minnesota limited
liability company (the “Borrower”), hereby authorizes and requests you to disburse from the Proceeds, in
accordance with the terms of the Loan Agreement between the City of Monticello Economic Development
Authority (the “Lender”) and the Borrower, dated as of [_______], 2025 (the “Agreement”), and the Escrow
Agreement, the following amount to the following person and for the following proper costs of the Project:
1. Amount:
2. Payee:
3. Purpose:
all as defined and provided in the Agreement. The undersigned further certifies to the Lender that (a)none
of the items for which the payment is proposed to be made has formed the basis for any payment previously
made under Section 4 of the Agreement (or before the date of the Agreement); (b) each item for which the
payment is proposed is eligible for funding from the Proceeds; and (c) the Borrower has paid, at the Borrower’s
sole expense, $______________ in costs of the Project, representing at least the Borrower’s 5% required share
of such costs.
All capitalized terms which are not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.
Dated: ____________________
______________________________________
Borrower’s Authorized Representative
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4936-0150-7386.4
PROMISSORY NOTE
(Facade Improvement Forgivable Loan Program)
_________, 2025
Amount: $111,000
Interest: 0.00%
Maturity Date: [________] 1, 2028
FOR VALUE RECEIVED, the undersigned, THE NORDIC BREWING CO., LLC, a Minnesota
limited liability company (“Borrower”) promises to pay to the order of CITY OF MONTICELLO
ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic and a political
subdivision under the laws of the State of Minnesota (“Lender”), at 505 Walnut Street, Monticello,
Minnesota 55362, or such other place as Lender or any other holder of this Note may designate in writing,
on or before the Maturity Date (as defined above), the principal sum of One Hundred Eleven Thousand and
No/100 Dollars ($111,000), without interest.
This Note is made pursuant to a Loan Agreement, between Borrower and Lender, of even date
herewith (“Loan Agreement”). All capitalized terms which are not otherwise defined herein shall have the
meanings set forth in the Loan Agreement.
This Note is made pursuant to the Program and the Policies. As of each Determination Date (as
defined in the Loan Agreement), Lender will forgive a portion of the principal balance of the Note, subject
to and in accordance with the terms of the Loan Agreement. If Lender determines at any time that
Borrower is not in compliance with the terms of the program, subject to and in accordance with the terms
of the Loan Agreement, Borrower will be required to promptly pay the outstanding principal hereunder on
the Conversion Date (as defined in the Loan Agreement).
If the Lender, or any other holder of this note, has not received the full amount of any outstanding
principal provided for in this note, by the end of 7 calendar days after the date it is due, Borrower shall pay
a late charge fee to the Lender, or any other holder of this note. The amount of the late charge fee shall be
8.00% of the overdue outstanding principal. The Borrower shall pay this late charge fee on demand,
however, collection of the late charge fee shall not be deemed a waiver of the Lender’s right to declare an
Event of Default and exercise its rights and remedies as provided for in the Loan Agreement and the
Security Documents.
Each payment made under this note shall be applied as follows: (i) first, to be applied against and
pay unpaid late charges and any other charges, including attorneys' fees and protective advances; and then
(ii) all remaining amounts, if any, shall be applied against and reduce the then outstanding principal balance
of this Note.
If an Event of Default shall occur hereunder or under the Loan Agreement and any cure period
provided for in the Loan Agreement has expired, the entire principal amount outstanding and any other
charges due hereon shall at once become due and payable at the option of the Lender or the holder hereof.
Any failure of the Lender to exercise its right to accelerate this note at any time shall not constitute a waiver
of the right to exercise the same right to accelerate the note at any subsequent time.
The Borrower may prepay the principal under this note at any time and from time to time, in whole
or in part, without premium or penalty.
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4936-0150-7386.4
All sums payable to the Lender under this Note shall be paid in immediately available funds.
The Borrower promises to pay all costs in connection with the enforcement of this Note, including
but not limited to, those costs, expenses, and attorneys’ fees of Lender whether or not suit is filed with
respect thereto and whether or not such cost or expense is paid or incurred or to be paid or incurred prior to
or after the entry of judgment or for the pursuance of, or defense of, any litigation, appellate, bankruptcy,
or insolvency proceeding.
Presentment, notice of dishonor and protest are hereby waived by all makers, sureties, guarantors,
and endorsers hereof. This Note shall be binding upon Borrower, its successors, and assigns.
The remedies of Lender, as provided herein and in the Loan Agreement, shall be cumulative and
concurrent and may be pursued singly, successively, or together, at the sole discretion of Lender, and may
be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy
shall in no event be construed as a waiver or release thereof.
Time is of the essence hereof.
This Note shall be governed by and be construed under the laws of the State of Minnesota, without
regard to principles of conflicts of law.
[Signature Page Follows]
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4936-0150-7386.4
IN WITNESS WHEREOF, the undersigned has caused this Note to be effective as of the day and
year first above written.
THE NORDIC BREWING CO., LLC
By:
Name: _________________________________
Its:
4936-0150-7386.34936-0150-7386.4
PROMISSORY NOTE
(Facade Improvement Forgivable Loan Program)
_________, 2025
Amount:$111,000
Interest:0.00%
Maturity Date: [________] 1, 2028
FOR VALUE RECEIVED, the undersigned, THE NORDIC BREWING CO., LLC, a Minnesota
limited liability company (“Borrower”) and the Estate of Keith Kjellberg (the “Owner”), jointly and
severally promisepromises to pay to the order of CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY, a public body corporate and politic and a political subdivision under the
laws of the State of Minnesota (“Lender”), at 505 Walnut Street, Monticello, Minnesota 55362, or such
other place as Lender or any other holder of this Note may designate in writing, on or before the Maturity
Date (as defined above), the principal sum of One Hundred Eleven Thousand and No/100 Dollars
($111,000), without interest.
This Note is made pursuant to a Loan Agreement, between Borrower and Lender, of even date
herewith (“Loan Agreement”). All capitalized terms which are not otherwise defined herein shall have the
meanings set forth in the Loan Agreement.
This Note is made pursuant to the Program and the Policies. As of each Determination Date (as
defined in the Loan Agreement), Lender will forgive a portion of the principal balance of the Note, subject
to and in accordance with the terms of the Loan Agreement. If Lender determines at any time that
Borrower is not in compliance with the terms of the program, subject to and in accordance with the terms
of the Loan Agreement, Borrower will be required to promptly pay the outstanding principal hereunder on
the Conversion Date (as defined in the Loan Agreement).
If the Lender, or any other holder of this note, has not received the full amount of any outstanding
principal provided for in this note, by the end of 7 calendar days after the date it is due, Borrower shall pay
a late charge fee to the Lender, or any other holder of this note. The amount of the late charge fee shall be
8.00% of the overdue outstanding principal. The Borrower and the Owner shall pay this late charge fee
on demand, however, collection of the late charge fee shall not be deemed a waiver of the Lender’s right
to declare an Event of Default and exercise its rights and remedies as provided for in the Loan Agreement
and the Security Documents.
Each payment made under this note shall be applied as follows: (i) first, to be applied against and
pay unpaid late charges and any other charges, including attorneys' fees and protective advances; and then
(ii) all remaining amounts, if any, shall be applied against and reduce the then outstanding principal balance
of this Note.
If an Event of Default shall occur hereunder or under the Loan Agreement and any cure period
provided for in the Loan Agreement has expired, the entire principal amount outstanding and any other
charges due hereon shall at once become due and payable at the option of the Lender or the holder hereof.
Any failure of the Lender to exercise its right to accelerate this note at any time shall not constitute a waiver
of the right to exercise the same right to accelerate the note at any subsequent time.
The Borrower and the Owner may prepay the principal under this note at any time and from time to
time, in whole or in part, without premium or penalty.
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4936-0150-7386.34936-0150-7386.4
All sums payable to the Lender under this Note shall be paid in immediately available funds.
The Borrower and the Owner promisepromises to pay all costs in connection with the enforcement
of this Note, including but not limited to, those costs, expenses, and attorneys’ fees of Lender whether or
not suit is filed with respect thereto and whether or not such cost or expense is paid or incurred or to be paid
or incurred prior to or after the entry of judgment or for the pursuance of, or defense of, any litigation,
appellate, bankruptcy, or insolvency proceeding.
Presentment, notice of dishonor and protest are hereby waived by all makers, sureties, guarantors,
and endorsers hereof. This Note shall be binding upon Borrower, its successors, and assigns.
The remedies of Lender, as provided herein and in the Loan Agreement, shall be cumulative and
concurrent and may be pursued singly, successively, or together, at the sole discretion of Lender, and may
be exercised as often as occasion therefor shall occur;and the failure to exercise any such right or remedy
shall in no event be construed as a waiver or release thereof.
Time is of the essence hereof.
This Note shall be governed by and be construed under the laws of the State of Minnesota, without
regard to principles of conflicts of law.
Notwithstanding the forgoing, the Owner shall only be responsible for payments under this Note in
the event it fails to comply with Section 5(b)(iii) of the Loan Agreement. Upon Closing and the satisfaction
of the Contract for Deed with the Borrower, the Owner and Greg Kjellberg, Gary Kjellberg, Linda Yonak
and all heirs will no longer be responsible for this Promissory Note.
[Signature Page Follows]
S-1
4936-0150-7386.34936-0150-7386.4
IN WITNESS WHEREOF, the undersigned has caused this Note to be effective as of the day and
year first above written.
THE NORDIC BREWING CO., LLC
By:
Name:_________________________________
Its:
LINDA YONAK, as Personal Representative for the
Estate of Keith Kjellberg
By: _____________________________________
Name: Linda Yonak
Summary report:
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EDA Agenda: 5/28/2025
5. Economic Development Manager’s Report
Prepared by:
Economic Development Manager
Meeting Date:
5/28/2025
☒ Other Business
Reviewed by:
N/A
Approved by:
N/A
REFERENCE AND BACKGROUND
1. Business Retention & Expansion Efforts:
The Industrial and Economic Development Committee (IEDC) and the EDA will be increasing
business retention and expansion activities in 2025. The first BR&E visit took place on May
6, 2025, with Aroplax. A second BR&E visit occurred on May 15, 2025, with Foundation
Building Materials. The goal is to conduct BR&E visits with a mix of Downtown and
industrial businesses over the reaming 7 months of 2025. The purpose of the visits is to
demonstrate support for local business investment and gather feedback on assi stance
and/or other tools to further encourage business development and retention in the
community. Summary sheets highlighting the visit findings with each firm are attached as
Exhibits A and B.
2. UMC Expansion Project (2022) MIF (Minnesota Investment Fund) Grant Status:
MN-DEED recently provided a closeout letter to City staff finalizing the MIF Grant with UMC
related to its 2022 expansion. Please see exhibit C.
3. Prospect List – Please see Exhibit D.
AROPLAX
DATE OF VISIT:
Tuesday, May 6, 2025
ABOUT THE BUSINESS:
“The Aroplax Advantage is founded on 75 years of
experience in high-quality mold design, material
selection, and injection molding solutions.”
- aroplax.com
WHAT WE
LEARNED
Aroplax representatives
indicated a satisfaction with
their current business facility
and production capacity in
Monticello. They spoke to the
challenge of finding available
childcare and affordable
housing for their employee
attraction and retention
efforts. Aroplax also noted
that water and power needs
will be infrastructure
considerations for their future
growth.
BUSINESS RETENTION & EXPANSION VISIT
LOCATION:
200 Chelsea Rd
Monticello, MN 55362
EXHIBIT A
FOUNDATION BUILDINGMATERIALS
DATE OF VISIT:
Thursday, May 15, 2025
ABOUT THE BUSINESS:
“An industry leading building materials and
construction products distribution company..”
-www.fbmsales.com/about-us/
WHAT WE
LEARNED
Foundation Building Materials
has 8,000 employees
nationwide, with an estimated
19 FT at the Monticello
location, with room for growth
of an additional 4 employees.
providing drywall, steel studs,
acoustic tile, lumber, doors,
and specialty products with
60% residential and 40%
commercial contractors.
FBM shows the need for truck
delivery drivers. Currently
leasing in the building,
transportation near rail
preferred.
BUSINESS RETENTION & EXPANSION VISIT
LOCATION:
207 Dundas Rd.,
Monticello, MN 55362
EXHIBIT B
Minnesota Department of Employment and Economic Development
180 E 5th St Suite 1200, St. Paul, MN 55101
Phone 651/259-7114 or 1-800-657-3858
mn.gov/deed
May 12, 2025
The Honorable Lloyd Hilgart
Office of the Mayor
City of Monticello
505 Walnut Street
Monticello, MN 55362
RE: Minnesota Investment Fund # CDAP-20-0004-H-FY20
City of Monticello / UMC Inc.
Dear Mayor Hilgart:
I am pleased to inform you that on the basis of staff review of the audit and final reports for the above
cited project file, we are changing the status of the project from “awarded” to “closed.” With this
change in status, no further reporting on project performance is required.
Enclosed is a copy of the Grant Adjustment Notice implementing the project status change.
Please let me know if we can be of future assistance in your economic development activities.
Sincerely,
Stephen Wolff
Executive Director, Office of Business Finance
cc: Tim Spohn
Enclosure: Grant Adjustment Notice
EXHIBIT C
Date of
Contact
Company Name Business Category Project Description Building‐Facility Retained Jobs New Jobs Total Investment Project Status
5/22/2018 Karlsburger Foods Food Products Mfg.Facilty Expansion 20,000 sq. ft. +/-42 10 to
20
$4,500,000 On Hold
2/28/2022 Project Emma II Light Ind‐Assembly New Construction 20,000 sq. ff.0 4 $1,350,000 Active Search
10/28/2021 Project Stallion Technology Service New Construction 42,000 sq. ft.40 $3,600,000 Active Search
8/11/2022 Project Sing Precision Machining New Construction 400,000 sq. ft.0 500 $90,000,000 Active Search
5/30/2023 Project Flower-M &
M
Commercial Concept Expansion ????Concept
6/9/2023 Project Pez Mfg New Construction 6,000 to 8,500 sq. ft.12 2 $1.300,000 Active Search
8/16/2023 Project Lodge RT4 Lodging-Hopsitality New Construction 98 Room Hotel N/A 30 $19,500,000 Identified Site
9/19/2023 Project Panda #4 SZ Childcare Facility New Construction ?N/A ?$2,000,000 +/-Active Search
2/12/2024 Project Lodge-
MSMWDC
Lodging-Hospitality New Construction ?0 10 $12,000,000 Identified Site
3/5/2024 Project Panda 20-
MS
Child Care Facility New Construction 25,000 sq. ft. 0 20 $5,500,000 Active Search
3/29/2024 Project ET-BB-12-9 Industrial Relocate - Existing Bldg 12,000 sq. ft.12 $1,150,000 Identified Site
4/12/2024 Project Rest B52 Restaurant New build out-Finish 5,000 sq. ft. +/-0 15 1500000 +/-Identified Site
5/30/2024 Project EP-BDDC
LACW
Data Center New Construction ??????Identified Site
5/31/2024 Project DC2-NWG-GB Data Center New Construction ??0 40 ??Active Search
7/30/2024 Project EPG 40x2-50 Industrial New Construction 40,000 sq. ft. 0 40 $4,000,000 Active Search
12/3/2024 Project LEI Pack Industrial New Construction 52,500 sq. ft. 0 21 $16,500,000 Active Search
1/14/2025 Project Megawatt Industrial New Construction 650,000 to 1,300,000 sq.
ft.
0 592 $757,000,000 Active Search
2/5/2025 Project Nordic Resturant-Taphouse Relocate - Remodel-4,300 sq. ft. 9 1 $1,090,000 Identified Site
4/17/2025 Project Corona Industrial - Retail New Construction 30,000 to 50,000 sq. ft.0 50 $15,000,000 Active Search
4/15/2025 Project BB Food Service-Retail Renovation 6,000 sq. ft. 0 25 $2,500,000 Identifed Site
5/19/2025 Project 7030-B-O Industrial New Construction 70,000 sq. ft.0 30 $7,300,000 Site Search
Contacts:
MTD = 03
YTD = 12
PROSPECT LIST 05/21/2025
EXHIBIT D