HomeMy WebLinkAboutFR/SR Exhibit 3• •
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (rho "Assignment"), dated September I,
2001, between FPL Energy Services, Inc., a Florida corporation with its principal busineu address at 700
Universe Boulevard, Juno Beach, Florida 33408 (the "Assignor"), and FPL Thermal Systems, inc., a Florida
corporation with its principal business address at 700 Universe Boulevard, Juno Beach, Florida 33408 (the
"Assignee").
RECITALS:
nchise Agreement dated June 8'", 1998, by and between the
Assignor and the City of Miami (the "City', municipality Assignor has entered into that certain Fraa munici alit of the State of Florida (as the same may be
modified, amended and supplemented from time to time, the "Franchise Agreement");
The Assignee is wholly -owned subsidiary of the Assignor; and
The ir desires to assign, and the Assignee desires to acquire, all of Assignor's right,
in the Frrancnchise Agreemait pursuant to the terms and conditions of this Assignment, title and interest
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Accordingly, the parties agree as follows:
1. Assiamneni. The Assignor hereby transfers and assigns, without recourse, to the Assignee,
and the Assignee hereby steeps and assumes, without recourse, from the Assignor, from and after the date
hereof, all of the Auignor'a rights and obligations under or relating to the Franchise Agreement (the
"Assigned Interest").
2. itenre;entationa aid Warranties. The Assignor and Assignee each hereby represents and
warrants, for the benefit of the other and its affiliates and assigns, that (I) it is duly organized and existing
and it has full right power and authority to take, and has taken, all action necessary to execute, deliver and
perform this Assignment and the Franchise Agreement, and any other documents required or permitted to
be executed or delivered by it in connection therewith, and to fulfill its obligations hereunder (li) no notices,
consents, authorizations, filings or approvals of or to any person are required (other than any "heady given
or obtained) for its due and lawful execution, delivery and performance of this Assignment; and (iii) this
Assignment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against It j accordance with the terms hereof, subject, as to enforcement only, to bankruptcy,
insolvency and other lais of general application relating to or affecting creditors' rights and to general
equitable principles. The Assignee hereby makes and agrees to be bound by all the representations,
warranties and agreements of Assignor set forth in the Franchise Agreement.
3. &aka From and after the Effective Date (i) the Asalgnee shall be a party to and be bound
by the provisions of the Franchise Agrrenuut and have the rights and obligations of the Assignor thereunder
and (ii) the Assignor shall relinquish its rights and be released from its obligations under the Franchise
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4. Cooperation. The parties agree to execute, acknowledge, deliver and file, of cause to be
executed. aclanowledged, delivered and filed, all further instruments, agreements or documents as may be
necessary to consummate the transactions provided for in this Assignment and to do all further acts
necessary to carry out the purpose and intent of thie Assignment.
5. Entirq Augment. This Assignment contains the entire agreement of the parties with respect
to the assignment of the Assigned Interest and supersedes all prior agreements, written or oral, with respect
thereto.
6. Successors and Assiut,. This Assignment shall be binding upon the parties, and shall be for
the benefit of the panics and their respective heirs, personal representatives, executors, legal representatives,
successors and permitted assigns.
7. C witej. This Assignment may be executed by the parties in separate counterparts, each
of which when executed and delivered shall be an original, but all counterparts shall together constitute one
and the same instrument. Each counterpart may consist of a number of copies each signed by less than all.
but together signed by all of the parties.
8. Governing Law: Venue and hti djction. This Assignment shall be governed by and
construed in accordance with the laws of the State of Florida without reference to its conflicts of law
principles.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first
written above.
FPL ENERGY SERVICES, INC., Assignor
By:
Name: v►yti
Title:
FPL THERMAL SYSTEMS, INC., Assignee
By:
Name:
Title:
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