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City Council Resolution 2020-29CITY OF MONTICELLO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO. 2020-29 RESOLUTION APPROVING A MINNESOTA INVESTMENT FUND GRANT, THE LOAN OF MINNESOTA INVESTMENT FUND GRANT FUNDS TO UMC REAL ESTATE, LLC, AND RELATED DOUMENTS Section 1. Recitals. 1.01. UMC Real Estate, LLC, a Minnesota limited liability company (the "Borrower"), desires to finance the purchase of machinery and equipment (the "Equipment") to be installed in connection with an expansion of its existing manufacturing facility (the "Facility") on real property located in the City of Monticello, Minnesota (the "City"), and the Borrower has requested financial assistance from the City to purchase the Equipment. 1.02. The City applied for and received a Minnesota Investment Fund ("MIF") grant, and has received and reviewed a Grant Agreement (the "Grant Agreement") with the Minnesota Department of Employment and Economic Development ("DEED") in connection with the grant of MIF funds in the amount of $300,000, which will be loaned to the Borrower to finance a portion of the Equipment. 1.03. The City has further received and reviewed the Minnesota Investment Fund Loan Agreement (the "Loan Agreement") between the City and the Borrower providing for the forgivable loan of the MIF grant funds in the amount of $300,000 to the Borrower (the "Loan"), which agreement includes a "business subsidy agreement" as defined in Minnesota Statutes, Sections 166J.993 to 116J.995, as amended (the "Business Subsidy Act"). 1.04. To evidence the repayment obligations of the Borrower under the Loan Agreement, the Borrower will execute and deliver to the City a Promissory Note (the "Note"), a Personal Guaranty of Donald J. Tomann (the "Guaranty") for the benefit of the City, and any additional documents if required and deemed necessary by the City Administrator or the Minnesota Department of Employment and Economic Development to provide additional security for the Loan, including but not limited to, one or more security agreements or a mortgage (the "Additional Security Documents"). 1.05. On the date hereof, the City has conducted a duly noticed public hearing as required by Section 116J.994, subdivision 5 of the Business Subsidy Act on the proposed Loan to be made to the Borrower pursuant to the Loan Agreement. Section 2. Approval of Grant Agreement, Loan Agreement, and Related Documents. 2.01. The City hereby finds, determines and declares that it is in the public interest of the residents of the City that the project as described in the Grant Agreement and Loan 639689v 1 MN190-160 Agreement be undertaken in the City. 2.02. The Loan Agreement, including the business subsidy agreement provided therein, the Grant Agreement, the Guaranty and the Note as presented to the City are hereby in all respects approved, in substantially the forms submitted, together with any related documents necessary in connection therewith (collectively, the "Loan Documents"), and the Mayor and City Administrator are hereby authorized and directed to execute the Loan Documents on behalf of the City and to carry out, on behalf of the City, the City's obligations thereunder. The Mayor and City Administrator are hereby authorized and directed to execute any such Additional Security Documents as may be deemed necessary and appropriate and approved by legal counsel to the City and by the City Administrator. 2.03. The approval hereby given to the Loan Documents and the Additional Security 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 City and by the Mayor and City Administrator prior to executing said documents; and said officers are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the Mayor and City Administrator shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of said officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Council by any duly designated acting official, or by such other officer or officers of the Council as, in the opinion of the City Attorney, may act in their behalf. Approved by the City Council of the City of Monticello this 9th day of March, 2020. Oa�yor ATTEST: Clerk 639689v1 MN 190-160