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04-71Council File # p� RESOLUTION CITY OF SAINT PAUL, MINNESOTA Presented Green Sheet # � 30 I � 37� �( Referred To Committee Date RESOLUTION OF TFIE CITY OF SAINT PAUL, MINNESOTA GIVING APPROVAL TO THE ISSUANCE OF VARIABLE RATE DEMAND MULTIFAMII.Y HOUSING REVENUE REFUNDING BONDS (BIGOS-SIBLEY PROJEC'1� SERIES 2002 WHEREAS, (A) Pursuant to Minnesota Statutes Chapters 462A and 462C, as amended (collectively the "AcP'), the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") and the Port Authority of the City of Saint Paul (the "Port Authoriry") have previously jointly issued $16,500,000 Rental Housing Refunding Revenue Bonds, Series 1987-C (the"1987 Sibley Bonds") to provide for the refinancing of a 183-unit multifamily rental housing development located in the Galtier Plaza complex (the "ProjecY'), by refunding the $16,500,000 Rental Housing Developmem Revenue Bonds, Series 1984-A (the "1984 Sibley Bonds") originally issued by the HRA to finance the mitial construction of the Project by the Sibley Aparhnents Redevelopment Company Limited Partnership; and (b) The Port Authority has been the owner and operator ofthe Project since it was repossessed by the Port Authority in 1994 and until it was sold to Bigos-Sibley, LLC (the `Borrower") in 2003 with the consem ofthe City and the HRA; and (c) The Bomower has now asked that the Port Authority facilitate a refinancing of the Project by issuing its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Bigos-Sibley Project) Series 2004 (the "2004 Bonds") in an aggegate principal amount of $9,135,000 under the Act and pursuant to this Resolufion; and (d) A public hearing on the proposed issuance of the 2004 Bonds was held by the Port Authoriry on December 18, 2003, after published notice, at which public hearing all those appearing at said hearuig who desire to speak were heard and written comments were accepted. NOW, THEREFORE, IT IS RESOLVED, by the City Council of the Saint Paul, that: 1. For purposes of Section 147( fl ofthe Intemal Revenue Code of 1986, as amended, and following the public hearing held by the Port Authority on December 18, 2003, the Ciry Council hereby consents to the issuance ofthe 2004 Bonds on such terms and conditions as the Port Authority may determine, and authorizes the Port Authoriry to take all actions necessary or desirable in connection therewith, and no fiuther approval or auffiorizarion ofthe City sha11 be required for purposes of issuing the 2004 Bonds or any revenue bonds subsequently issued to refund ffie same. 2. Nothing in this Resolution or the documerns prepazed pursuant hereto or to resolutions adopted separately by the Port Authoriry shall authorize the expenditure of any municipal funds on ffie refunding other than the revenues pledged to the payment thexeof. The 2004 Bonds shall not constitute a chazge, lien or encumbrance, legal or equitable, upon any property or funds ofthe City or the Port Authority except the revenue and proceeds pledged to the payment thereof, nor shall the City or the Port Authority be subject to any liabilitythereon. The holder of the 2004 Bonds shall never have the right to compel any exercise of the taxing power of the City or the Port Authoriry to pay the outstanding principal on the 2004 Bonds or the interest thexeon, or to enforce payment thereon against any properiy of the City or the Port Authority (other than the revenues pledged to the payment thereofl. The 2004 Bonds shall recite in substance that the 2004 Bonds, including the interest thereon, are payable solely from the revenues and proceeds pledged to the payment thereof. The 2004 Bonds shall not constitute a debt of the City or the Port Authoriry within the meaning of any constitutional or statutory limitation. 23299.1 0�-�1 Yeas Nays Absent Benanav r/ Bostrom ✓ Hazris � Heleen �/ Lanhy Montgomery ,/ Thune �/ Adopted by Council: Date 23299.1. Adoption Certified by Council Secretary" Form Approved by City Attorney ��,,.. ' DEPARTMENTlOFFICFJCOlR•7qL ' Peter M Klein CONTACT PFRSON & PFiONE ' Peter M Klein MU5f 8E ON WUNqL AG6JDA BY (OAl January 28, 2004 3D/�37� 1/9/04 GREEN SHEET 1� v �.,�,��.«� _ • ., , - � �„� _ Q �,,..,�� `� � • ❑ �«� _ ❑ � f � y "� ❑ �� ,� pw.o.,�,�,� ❑ (CLIP ALL LOCATIONS FOR SIGNATURE) wu�eae wn � � TOTAL # OF SIGNATURE PAGES v Approval o£ the issuance of approximately $9,135,000 of conduit tax-exempt revenue bonds for Bigos-Sibley Tower, LLC £or the refinancing and purchase o£ the Sibley Apartments located at 195 East 5th Street in downtown Saint , Paul. PLANNING COMMISSION .. . CIBCAMMITTEE �" ` CIVILSERVICECAMMISSION A Port Authority RSONALSERVICE CAN7RACT5 MUSTANSWERTHE iOLLOWING QUESTIONS: Nas this P��rm ever worked undx a wnt�act tor thie departmeM? VES NO Has thia peisoNfimi ever heen a dty empbyee? YES NO Does this persaMrm possess a sldl not normallYP�ed bY any curteM city employee? YES NO is this P��rm a tarOeteE veMoY7 YES NO The issuance o£ the bonds will help assure the continued financial viability of this housing'project. lANTAGES IF APPROVED Refinancing of housing project sold by Port Authority to private owner in 2003, provides for continued affordability requirements and increased viab ity. Proceeds o£ refinancing to be used by Port Authority to purchase 876 Bonds in tender. 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Klein � Laurie J. Hansen ° � Kenneth R. Joh n ,��' DATE: Dec. 12, 2003 (�t-�i SUSJECT: APPROVAL TO ISSUE APPROXIMATELY $9,135,000 OF VARIABLE RATE TAX EXEMPT CONDUIT REVENUE BONDS FOR THE SIBLEY APARTMENTS PUBLIC HEARING RESOLUTION NO. 4054 Action Reauested: Provide approval for the Port Authority to issue approximately $9,135,000 of variable rate tax exempt revenue bonds for the Sibley Apartments. Public Purqose: The proceeds of the bond issue will be used to pay amounts due on a Promissory Note executed in connection with the June 2003 acquisition of the project. This funding wili help assure the continued financial viability of this housing project. Business Subsidv: Not applicable. Policv Exception: Not appticable. Backaround The Sibley Tower Project was built in 1985 and is located at 195 East 5'" Street, in St. Paul, Minnesota. The project consists of 183 dweliing units, including five efficiency, 31 studio, 71 one- bedroom, 9 two-bedroom, and 7 two-bedroom plus den units. Amenities include private balconies, skyway access, and underground parking. The Port Authority jointly issued the original financing for the project in 1987 with the St. Paul HRA. On June 24, 2003 the Board of Commissioners approved the sale of the Sibley Tower Apartments to Bigos-Sibley Tower, LLC. At the time of the purchase, Bigos-Sibley Tower assumed the financing that was then outstanding in the form of Common Bond Fund Bonds issued by the Port Authority in 1987, by executing a Promissory Note with terms consistent with the terms of the 1987 Bonds. The proceeds from the sale of the proposed revenue bonds will be used to pay the Promissory Note, and will then be used to purchase, pay or redeem the 1987 Bonds or other bonds issued on a parity with these bonds under the Common Bond Fund. 29044.1. . Current Status: V'L 1� The principal on the Promissory Note is due March 1, 2004. The owner has requested the Port Authority issue refunding bonds to pay the principal amount due on the Promissory Note. The proceeds of the bond issue will be deposited in the 876 Prepaid Net Revenues fund and will be used in the next tender. Proposal: Plan of Finance: Type of Bonds: Rate: Rating: Bondholder Security: Term: Issuer: Borrower: Lender (Mortgage Banker): Undervuriter: Bond Counsel: Borrower's Counsel: Proceeds from the bond issue will be utilized to refund the outstanding Promissory Note from the purchase and debt related to the original Series 1987-C bond issue. 30 Year Tax Exempt Term Bond Variable - Approximately 1.10% initially with a 5.50% maximum. "AAA / VMSGI" by Moody's Investor Services Freddie Mac February 1, 2034 Saint Paul Port Authority Bigos-Sibley Tower, LLC Glaser Financial Group, Inc. U.S. Bancorp PiperJaffray Leonard, Street and Deinard Faegre & Benson Security Providers Counsel: Ballard SpahrAndrews and ingersoll Lender's Counsel: Underwriter's Counsel: Trustee: Oppenheimer Wolff & Donnelly Faegre & Benson U.S. Bank National Association Conduit Financinp: The bonds will be a conduit financing of the Port Authority and will not constitute or give rise to a liability of the Authority, the City of Saint Paul or the State of Minnesota or a charge against their general credit or taxing powers. The bondholders will not have the right to demand payment on the bonds out of any funds to be raised from taxation or from any revenue sources other than those expressly pledged to payment of the bonds pursuant to the indenture. Workforce Implications: Not applicable. Policv Excentions: None. zsoaa.�. , � ��.� Disclosure: The Port Authority Commissioners by SEC rules are obligated to disclose any risks or facts you may be aware of that would affect the probability of repayment on these bonds. Recommendation: We recommend the approval for the issuance of approximately $9,135,000 of variable rate tax- exempt Freddie Mac collateralized conduit revenue bonds. PMK:ah 29D44.1. Resolution No. 0 5 4 PORT AUTHORITY OF THE CITY OF SAINT PAUL [Sibley Towers Projectj WHEREAS, pursuant to Minnesota Statutes Chapters 462A and 462C, as atnended (collectively the "AcP'), the Housing and Redevelopment Authority of the City of Saint Paul, Mimiesota (the "I-IRA") and the Port Authority of the City of Saint Paul (the "Port Authority") have previously joindy issued $16,�00,000 Renta.l Housing Refunding Revenue Bonds, Series 1987-C (the "1987 Sibley Bonds"} to provide for the refinancing of a 183-unit mulfifamily rental housing development located in the Galtier Plaza complex (the "ProjecY'), by refunding the $16,500,000 Rental Housing Development Revenue Bonds, Series 1984-A (the "1984 Sibley Bonds"} originally issued by the IIRA to finance the initial construction of the Project by the Sibley Apartments Redevelopment Company Limited Partnership; and WI�REAS, the Port Authority has been the owner and operator of the Project since it was repossessed by the Port Authority in 1994 and until it was sold to Bigos-Sibley, LLC (the "Borrower"} in 2003; and WHEREAS, the Port Authority sold the Project to the Borrower on June 30, 2003, and in connection with that purchase and sale the Bonower executed a promissory note in the principal amount of $9,135,000 (the "Note"), payxnents on which have been and will be applied to payment of the 1987 Sibley Bonds and/or bonds issued and secured on a parity with the 1987 Sibley Bonds under Basic Resolution No. 876; and WHEREAS, the Borrower has now asked that the Port Authority facilitate a refinancing of the Project hy issuing its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Bigos-Sibley Project) Series 2004 (the "Bonds") in an aggregate principal amount of $9,135,000 under the Act and pursuant to this Resolution; and WI�REAS, the proceeds of the Bonds will be used to repay the Note, and then to purchase and retire 1987 Sibley Bonds and/or bonds issued and secured on a parity with the 1987 Sibley Bonds under Basic Resolution No. 876, and which are tendered for purchase pursuant to an invitation to be distributed to 876 Bondholders upon issuance of the Bonds; and WHEREAS, pursuant to a noUce published in advance as required by state and federal law, a public hearing was held by the Board of Commissioners of the Port Authority on the proposal that the Port Authority issue the Bonds to refinance the Project, at which hearing all those who desired to speak were heard, and in connection with whach written comments were taken in advance; and WIIEREAS, the Bonds will be issued under a Trust Indenrixre, as hereinafter defined; and WIIEREAS, it is intended that interest on the Bonds be excluded from gross income of the holders thereof for federal income tax purposes; and � 1 � 2424382v1 � Oy-�1 WF3EREA5, the Bonds, the interest on the Bonds, and any premium due in connecrion therewith shall be payable solely from the revenues pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning of any constitutional or statutory limitation of indebtedness, nor shall the Bonds constitute nor give rise to a pecuniary liability of the Port Authority or the City of Saint Paul (the "City") or a charge against their general credit or taxing powers and shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or the City other than their interest in said Project; and WHEREAS, the Borrower's payments of principal and interest under the mortgage loan, will be secured pursuant to a Credit Ei�l�ancement Agreement to be entered into between the Trustee described below and the Federal Home Loan Mortgage Corporarion ("Freddie Mac"). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF PORT AUTHORITY OF THE CITY OF SAINT PAUL AS FOLLOWS: 1. It is hereby found, determined and declared that: (a) the Project described above constitutes a Project authorized by the Act; (b) the Project is located within the jurisdictionai boundaries of the City and the Port Authority; (c) the issuance and sale of the Bonds, the execution and delivery of, or consent to, by the Port Authoriry of the documents described herein (the "Documents") and the performance of all covenants and agreements of the Port Authority contained in the Documents, and of a11 other acts and things required under the constitution and laws of the State of Minnesota to make the Documents and the Bonds valid and binding obligafions of the Port Authority in accordance with their terms, aze authorized by the Act; (d) it is desirable that the Bonds be issued by the Port Authority upon the terms set forth in the Indenture; (e) under the provisions of the Act, and as provided in the Documents, the Bonds are not to be payable from or charged upoa any funds other than the revenues pledged to the payment thereof; neither the Port Authority nor the City is subject to any liability thereon; no holder of any Bonds shall ever have the right to compel any exercise by the Port Authority or the City of its taxing powers to pay any of the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the Port Authority or the City except the interests of the Port Authority in the Documents which have been assigned to the Trustee; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority or the Cify except the interests of the Port Authority in the Documents which have been assigned to the Trustee; the Bonds shall recite that the Bonds are not a general obligation on the part of the State or its political subdivisions, and that the 2424382vI 2 r a�• Bonds, including interesf thereon, are payable solely from the revenues pledged to the payment thereof; and tbe Bonds shall not constitnte a debt of the Port Authority or the City within the meaning of any constitutional or statutory limitation; and ( fl a public heazing on the Project was duly held by the Port Authority on Decembex 18, 2003; and 2. For the purpose of refinancing the Pro}ect, there is hereby authorized the issuance, sale and deliver5� of the Bonds in a principal amount up to $9 The Bonds shall be in such principal amounts, sha11 beaz interest at rates, sha11 be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Trust Indenture (the "Indenture"), between the Port Authority and U.S. Bank National Association, as tnastee (the "Trustee"), substantially in the form now on file with the Port Authority and as finalized under pazagraph 10 hereo£ The Bonds shall contain a recital that they aze issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. The Chair and the Secretaiy are authorized to prepaze and execute by manual or facsunile signaiure the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to U.S. Bancorp Piper 1af&'ay Inc. (the "Underwriter"). 3. Once the Indenture has been finalized, as provided in paragraph 10 below, the President is hereby authorized to execute and deliver the Indenture to the Trustee. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same eatent as if incorporated verbatim herein and shall be in full force and effect from the date of execu6on and delivery thereof. The Indenture shall be substanrially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate aariations, omissions and insertions as are refened to in paragraph 10, below, and as do not materially change the substance thereof, or as the President, in his discretion, shall determine, and the execution thereof by the President shall be conclusive evidence of such deternunation. 4. The Trustee is hereby appointed as Paying Agent and Bond Registraz for the Bonds. 5. The President is hereby authorized to execute and deliver the Financing Agreement (the "Financing AgreemenY') by and between the Port Authority, the Trustee and the Borrower providing for the loan of the proceeds of the Bonds. All of the provisions of the Financing Agreement, when executed and delivered as authorized herein shall be in full force and effect from the date of execution and delivery thereof. The Financing Agreement shall be substanrially in the form on file with the Port Authority which is hereby approved, with such variations, omissions and insertions as do not materially change the substance thereof, or as the President, in his discre6on, shall determine, and the execution thereof by the President shall be conclusive evidence of such determination. 2424382v1 � 3 f � 0�� 6. The President is hereby authorized to execute the Bond Purchase Agreement with the Undenvriter and the Bonower relating to the Bonds (the `Bond Purchase Agreement'). All of the provisions of the Bond Purchase Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in fixll force and effect from the date of execution and delivery thereof. The Bond Purchase A�eement shall be substantially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as aze not materially inconsistent with the form on file with the Port Authority or as the President, in his discretion, shall deternune, and the execurion thereof by the President shall be conclusive evidence of such detennination. 7. The President is hereby authorized to execute the Amended and Restated Deed and Covenants Runnuig with the Land with the Borrower (the "Deed and Covenants"). All of the provisions of the Deed and Covenants, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Deed and Covenants shail be substantially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as aze not materially inconsistent with the form on file with the Port Authority or as 1he President, in his discretion, shall deternune, and the execution thereof by the Chair and the Secretary shall be conclusive evidence of such deternvnation. 8. The President is hereby authorized to execute the Intercreditor Agreement with Freddie Mac and the Trustee (the "Intercreditor AgreemenY'). All of the provisions of the Intercreditor Agreement, when executed and delivered as authorized herein, shali be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereo£ The Intercreditor Agreement sha11 be substantially in the form on file with the Port Authority, which is hereby approved, with such necessary or desirable and appropriate variations, omissions and insertions as are not materially inconsistent with the form on file with the Port Authority or as the Presiderrt, in his discretion, shall determine, and the execution thereof by the Chair and the Secretary shall be conclusive evidence of such detemunation. 9. The President is hereby authorized to execute and deliver, on behalf of the Port Authority, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale and delivery of the Bonds, and the funding of the loan to be made with the proceeds of the Bonds, including without limitation an Arbitrage Certificate relating to the Bonds, a request and authorization to the Trustee to authenticate and deliver the Bonds and a certificate stating such facts as may be required by the Bond Purchase Agreement or as may be reasonably requested by Bond Counsel. 10. The President of the Port Authority, with the advice of counsel and bond counsel, is authorized to establish the fmal principal amount of the Bonds and to approve the interest rate to be borne thereby; provided that (i) the xnaximum aggregate principal amount of the Bonds sha11 not exceed $9,135,000; (ii) the maximum interest rate on the Bonds shall not exceed 12% per annum; 2424382v1 4 , � � p�-�1 (iii) the average weighted maturity of the Bonds sha11 not exceed 120% of the remaining average reasonably expected econoxnic life of the Project; and (iv) there shall be mortgage payments far the benefit of Freddie Mac so as to result in appzoximate level debt service payments by the Borrower (at an assuxned fixed rate) throughout the term of the Bonds. In addition, the President of the Port Authority, with the advice of counsel and bond counsel, is authorized to establish the fmal terms of the Documents described herein. 11. The Port Authority hereby consents to the dislribution of the Official Statement relating to the Bonds, substantially in the form on file with the Port Authority. The Port Authority hereby consents to the use by the Underwriter in connection with the sale of the Bonds of the Official Statement. The Official Statement is the sole material consented to by the Port Authority for use in connection with the offer and sale of the Bonds. The Port Authority has not participated in the prepazation thereof, has not made any independent investigation of the information contained therein and shall have no liability in connection with the con#ents of or use of such Official Statement. 12. All covenants, stipulations, obligations and agreements of the Port Authority contained in this Resolution and the aforementioned documents shail be deemed to be the covenants, stipulations, obligations and agreements of the Port Authority to the full extent authorized or permitted by law, and a11 such covenants, stipulations, obligations and agreements shall be binding upon the Port Authority. Except as otherwise provided in this Resolution, ail righis, powers and privileges conferred and duties and liabilities imposed upon the Port Authority or the Board of Commissioners, or such o�cers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents sha11 be deemed to be a covenant, stipulation, obligation or ag�eement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that person's individual capacity, and neither the Board of Commissioners of the Port Authority nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds or in any other document related to the Bonds, and no obligation therein or herein nnposed upon the Port Authority or the breach thereof, shall constitute or give rise to any pecuniary liability of the Port Authority or the City or any charge upon their general credit or taYing powers. In making the agreements, provisions, covenants and representations set forth in such documents, neither the Port Authority or the City obligated themselves to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and related security instiuments which aze to be applied to the payment of the Bonds, as provided therein and in the Tndenture. Except as herein otherwise expressly provided, nothing in this Resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Port Authoriry, or any holder of the Bonds issued zazassz�� 5 1 � �y-�t under the provisions of this Resolution, any right, rexnedy or claun, legal or equitable, under and by reason of this Resolufion or any provision hereof, this Resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the Port Authority, and any holder from time to time of the Bonds issued under the provisions of this resolution. 13. In case any one or more of the provisions of this Resolution, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such iliegality or invalidity shall not affect any other provision of this Resolution, or of the aforementioned documents, or of the Bonds, but this Resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contaitied therein. 14. The Bonds, when executed and delivered, shall contain a recital and such recital sha11 be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, that ail acts, conditions and things required by the laws of the State of Mimiesota relating to the adoption of tUis Resolution, to the issuance of the Bonds and to the execution of the aforementioned documents to happen, exist and be performed precedent to and in the enachnent of this resolufion, and precedent to issuance of the Bonds and precedent to the execurion of the aforementioned documents have happened, e�st and have been performed as so required by law. 15. The officers of the Port Authority and its attomeys, agents and employees aze hereby authorized to do all acts and things required of them by or in connection with this Kesolution, the afaremen6oned documents, and the Bonds for the full, punctual and complete performance of a11 the terms, covenants and agreements contained in the Bonds, the afarementioned documents and this Resolution. In the event that for any reason the Chair and/or Secretary of the Port Authority are unable to carry out the execution of any of the Documents or other acts provided herein, any other member of the Board of Commissioners of the Port Authority shall be authorized to act in his or her capacity and undertake such execution or acts on behalf of the Port Authority with fitll force and effect, which execution shall be valid and binding on the Port Authority. If for any reason any other authorized official of the Port Authority is unable to execute and deliver the documents refened to in this Resolution, such documents may be executed by a member of the Boazd of Commissioners or such other officer of the Port Authority as shali be pernutted by law with the same force and effect as if such documents were executed and delivezed by the authorized official of the Port Authority. 2424382vi 6 16. This Resolution sha11 be in full force and effect from and after its passage. Dated: December 18, 2003 PORT AUTHORITY OF TF� CITY OF SAINT PAUL By Its Chair ATTE T: ,r� s C Secre py,-�� 2424382v1