The rights granted District Cooling by this franchise inure to the benefit of District
Cooling, and any parent, subsidiary, affiliated or successor entity now or hereafter
existing. The rights shall not be assignable without the express written consent of
the city council, except District Cooling may assign its rights under this ordinance
to District Heating Development Company, d.b.a. District Energy St. Paul, Inc., without
such consent, so long as such assignee assumes all of the obligations of the franchise
and is bound to the same extent as District Cooling. Such consent shall not be arbitrarily,
capriciously or unreasonably withheld, delayed or conditioned. Any required consent
is to be evidenced by an ordinance of the city council that fully recites the terms
and conditions, if any, upon which consent is given.
Notwithstanding the foregoing, the city hereby consents to the assignment of District
Cooling's rights under this ordinance to the trustee for bonds issued by the Housing
and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") or to
any other public issuer to finance the district cooling system, such assignment being
for the purpose of securing District Cooling's obligation to repay the loan from the
HRA to District Cooling of the proceeds of such bonds. The city further consents to
any amendment or supplement to the security instrument providing for such assignment
if executed and delivered in connection with bonds issued in the future by the HRA
or any other public issuer to provide financing for the district cooling system. In
the event such trustee forecloses upon or enforces such security interest, the city
shall recognize the rights of such trustee as a successor to District Cooling under
this ordinance without any further consent from the city. The consent of the city
further extends to the assignment to a bank, insurance company or other entity providing
credit enhancement for the bonds issued by the HRA or any other public issuer if such
credit enhancer becomes a co-mortgagee or co-secured party with the bond trustee.
The city further consents to the assignment to the HRA of District Cooling's rights
under this ordinance to secure repayment of a loan (separate and apart from the loan
of bond proceeds) made to District Cooling by the HRA to finance the district cooling
system, and the city similarly agrees that if the HRA forecloses upon its security
interest in the ordinance, the city will recognize the HRA as the successor to District
Cooling under this ordinance without any further consent from the city.
(C.F. No. 07-1109, § 2, 12-12-07)
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