Title
First Supplemental Bond Resolution Authorizing the Issuance of Parking Enterprise Revenue Refunding Bonds Series 2025A and Taxable Parking Enterprise Revenue Refunding Bonds Series 2025B
Body
FIRST SUPPLEMENTAL
BOND RESOLUTION
BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, that General Bond Resolution is hereby supplemented as follows:
ARTICLE 1
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
SECTION 1.1 Definitions
. Any capitalized terms used herein shall have the meanings given such terms in the General Bond Resolution or the Pledge Agreement, unless the context or use thereof clearly indicates another or a different meaning or intent. In addition, the following terms, unless the context or use thereof shall clearly require otherwise, shall have the following meanings:
Authority or Issuer: means the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, its successors and assigns;
Authorized Denominations: (i) while the Series 2025 Bonds are in the book-entry-only system under Section 2.8 hereof, for each Series 2025 Bond the entire principal amount maturing on a single date, and (ii) while the Series 2025 Bonds are not in the book-entry-only system under Section 2.9, $5,000 or any integral multiple thereof;
Beneficial Owner: the person for which a DTC Participant holds an interest in the Series 2025 Bonds as shown on the books and records of the DTC Participant;
Block 19 Option Agreement: the Option to Purchase and Right of First Refusal Agreement, dated as of May 15, 2002, between the Authority and the Grantee, relating to the Block 19 Ramp, as the same may be amended or supplemented from time to time;
Block 19 Ramp: the parking ramp/garage commonly known as the Block 19 Parking Ramp located on the block bound by Seventh, Jackson, Ninth and Robert Streets at 145 East 7th Street in the City;
Bond Closing: the date on which the Series 2025 Bonds are purchased by the 2025 Purchaser from the Authority;
Bond Purchase Agreement: the Bond Purchase Agreement, dated on or after the date of this First Supplemental Resolution, between the Authority and the 2025 Purchaser pursuant to which the Series 2025 Bonds are sold by the Authority to the 2025 Purchaser;
Bond Registrar: for the Series 2025 Bonds, the Treasurer of the City who shall act as bond registrar, transfer agent and paying agent, and any duly designated successor;
Bond Resolution: collectively, the General Bond Resolution and this First Supplemental Bond Resolution adopted by the Authority on June 18, 2025, as from time to time amended or supplemented, pursuant to which the Series 2025 Bonds are issued;
Bond Year: for the Series 2025 Bonds, each twelve-month calendar period beginning on December 2 of a year and ending on December 1 of the next year, provided that the first Bond Year shall commence as of Bond Closing and shall end on December 1, 2025;
Capital Account: the account by that name within the Parking Enterprise Fund created and established by Section 5.2(A) of the General Bond Resolution;
City: the City of Saint Paul, Minnesota, or any successor to its functions;
Cede & Co.: initially, Cede & Co., as nominee of DTC, and any successor or subsequent such nominee designated by DTC respecting DTC’s functions as book-entry depository for the DTC Bonds;
Code: the Internal Revenue Code of 1986, as amended, or any successor code, and all regulations, rulings and decisions thereunder;
Continuing Disclosure Undertaking: that certain Continuing Disclosure Undertaking executed by the Authority and the City in connection with the issuance of the Series 2025 Bonds;
Debt Service Account: the account by that name created within the Parking Enterprise Fund pursuant to Section 5.2(B) of the General Bond Resolution;
DTC: The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, or any successor book-entry securities depository for the Series 2025 Bonds appointed pursuant to Section 2.9 hereof;
DTC Bonds: the meaning given that term in Section 2.8 hereof;
DTC Participant: those broker-dealers, banks and other financial institutions from time to time for which DTC holds Series 2025 Bonds or securities as depository;
Escrow Agent: a Fiduciary selected by the Authority, with consent from the City to act as escrow agent under the terms of the Escrow Agreement, its successors and assigns;
Escrow Agreement: the Escrow Agreement, dated on or after July 1, 2025, between the Authority and the Escrow Agent, providing for the defeasance and the redemption and prepayment of the Prior Bonds;
Excess Investment Earnings Account: the account by that name within the Parking Enterprise Fund created by Section 5.2(D) of the General Bond Resolution;
General Bond Resolution: the General. Bond Resolution of the Authority adopted on June 18, 2025, and all amendments thereto, pursuant to which the Parking Enterprise Fund has been established and basic authority has been provided for the issuance of Revenue Bonds, including the Series 2025 Bonds authorized by this Bond Resolution, and for the payment thereof solely from sums pledged to and held in the Parking Enterprise Fund;
Grantee: means Ramsey County, Minnesota, as successor to East Metro Place Operating Associates, Limited Partnership under the terms of the Block 19 Option Agreement;
Interest Payment Date: for the Series 2025 Bonds, each June 1 and December 1 commencing December 1, 2025;
Mandatory Redemption Dates: December 1 in the years set by the Pricing Committee in the Mandatory Redemption Schedules established in accordance with the provisions of Section 3.1(B) hereof;
Paying Agent: the Bond Registrar;
Permitted Investments: any of the following which at the time of investment are legal investments under State law for public entities such at the Authority under what is currently Minnesota Statutes, Chapter 118A, as amended, or any successor provision of State law regarding the investment of public funds.
Pledge Agreement: the Pledge Agreement, dated on or after July 1, 2025, by and between the Authority and the City, including all amendments and supplements thereto;
Pricing Committee: the Executive Director of the Authority (or designee), the Chief Financial Officer of the Authority (or designee), the Debt Manager of the Authority (or designee), the City Treasurer (or designee), with consultation with a representative of PFM Financial Management, LLC, municipal advisor to the Authority;
Principal Payment Date: any December 1 on which an installment of principal is scheduled to become due on the Series 2025 Bonds, whether by scheduled maturity or mandatory redemption or otherwise;
Prior Bonds: collectively, the Authority’s Outstanding Parking Enterprise Revenue Refunding Bonds, Series 2017A, issued under the terms and conditions of the Prior General Bond Resolution and the Prior Supplemental Bond Resolution;
Prior General Bond Resolution: Resolution No. 17-1283 adopted by the Board of Commissioners of the Authority on August 23, 2017, which, together with the Prior Supplemental Bond Resolution, authorized the issuance and delivery of the Prior Bonds;
Prior Supplemental Bond Resolution: Resolution No. 17-1284 adopted by the Board of Commissioners of the Authority on August 23, 2017, which, together with the Prior General Bond Resolution, authorized the issuance and delivery of the Prior Bonds;
Purchaser or Underwriter: with respect to the Series 2025 Bonds, the 2025 Purchaser;
Record Date: with respect to any payment date for interest on the Series 2025 Bonds, (i) the fifteenth (15th) day of the month (whether or not a Business Day) next preceding such payment date or (ii) if the Authority shall be in default in payment of interest due on such payment date, a special Record Date for the payment of such defaulted interest established by notice mailed by the Paying Agent on behalf of the Authority; notice of such special Record Date shall be mailed not less than fifteen (15) days preceding such special Record Date, to the Holder at the close of business on the fifth (5th) business Day preceding the date of mailing;
Representation Letter: such Blanket Letter of Representations to DTC or other documentation required by DTC as a condition to its acting as book-entry depository for the Series 2025 Bonds, together with any replacement thereof or amendment or supplement thereto (and including any standard procedures or policies referenced therein or applicable thereto) respecting the procedures and other matters relating to DTC’s role as book-entry depository for the Series 2025 Bonds;
Reserve Account: the account in the Parking Enterprise Fund created by Section 5.2(C) of the General Bond Resolution which is to be used for the payment of principal and interest on the Series 2025 Bonds and all other Revenue Bonds payable from the Debt Service Account in the Parking Enterprise Fund under the circumstances described in the General Bond Resolution;
Reserve Requirement: initially, with respect to the Series 2025 Bonds, approximately $1,305,550 (the definitive amount to be established by the pricing committee created by the terms of the First Supplemental Bond Resolution), of which a portion derived from the proceeds of the Series 2025A Bonds in the amount of approximately $1,241,600 (the definitive amount to be established by the Pricing Committee) shall be deposited in the Series 2025A Subaccount (as established by the First Supplemental Bond Resolution) of the Reserve Account, and of which a portion derived from the proceeds of the Series 2025B Bonds in the amount of approximately $63,950 (the definitive amount to be established by the Pricing Committee) shall be deposited in the Series 2025B Subaccount (as established by the First Supplemental Bond Resolution) of the Reserve Account;
Revenue Bonds: the Series 2025 Bonds and all Additional Bonds payable from the Parking Enterprise Fund on a parity of lien;
S&P: S&P Global Ratings, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Authority;
Series 2025 Bonds: the Series 2025A Bonds and the Series 2025B Bonds;
Series 2025A Bonds: the Parking Enterprise Revenue Refunding Bonds, Series 2025A, issued by the Authority under the terms and conditions of the General Bond Resolution and this Bond Resolution to provide funds for a refunding of the Prior Bonds;
Series 2025B Bonds: the Taxable Parking Enterprise Revenue Refunding Bonds, Series 2025B, issued by the Authority under the terms and conditions of the General Bond Resolution and this Bond Resolution to provide funds for a refunding of the Prior Bonds;
Series 2025A Excess Earnings Subaccount: shall have the meaning given that term in Section 4.5(A) hereof; and
Term Bonds: any Series 2025 Bonds which are subject to mandatory redemption.
2025 Purchaser: means with respect to the Series 2025 Bonds, Piper Sandler & Co.