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HomeMy WebLinkAboutFR/SR Exhibit 6Execution Document AMENDED AND RESTATED CONTRACT FOR SALE AND PURCHASE (This is an amendment to and restatement of that certain Contract for Sale and Purchase executed by the Seller on December 7, 2005, accepted by the Buyer on February 7, 2006, and amended and restated this date to reflect an amended Purchase Price and changes in certain specified dates as set forth herein) This CONTRACT FOR SALE AND PURCHASE (the "Contract") is entered into as of the 7th day of December 2005, by and between TECO Thermal Systems, Inc., a Florida corporation ("Seller"), and Miami -Dade County, a political subdivision of the State of Florida ("Buyer"). For the purposes of this Contract, Seller and Buyer are sometimes collectively referred to herein as the "Parties" and individually as a "Party". WITNESSETH, Seller is the owner of a district cooling facility located in Miami, Florida that provides chilled water for air conditioning to certain commercial customers (the "Chiller Plant"); WITNESSETH, Buyer and its professional advisors have inspected and evaluated the assets and real property of Seller more particularly described below including, but not limited to, the Chiller Plant; and WITNESSETH, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, such assets ON AN AS IS WHERE IS WITII ALL FAULTS BASIS, free of all liabilities and encumbrances except those set out herein, subject to the terms and conditions described in this Contract. NOW, THEREFORE, in consideration for the mutual promises and conditions contained herein, and such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. SALE OF PROPERTY AND ASSUMPTION OF CONTRACTS. Subject to the terms of this Contract, at the Closing (as defined in Section 4), Seller will sell, convey, assign,transfer and deliver to Buyer, and Buyer will purchase, acquire, accept and assume from Seller, all right, title and interest of Seller in and to all assets, properties, rights and claims of Seller as listed herein (except as otherwise expressly set forth in Section 1(d)): a. the real property (the "Real Property") upon which the Chiller Plant is sited, as set forth in the Legal Description set forth in Schedule 1(a) attached hereto, subject to Permitted Exceptions (as defined in Section 5); b. the physical assets, buildings and fixtures, personal property and intangible property located on the Real Property or owned by Seller and comprising Seller's chilled water distribution system as described in Schedule 1(b) attached hereto ("Personal Property"); Contract for Sale and Purchase Execution Document c, subject to receipt of requisite consents, if any, the rights and interests of Seller in the contracts and agreements listed in Schedule 1(cl attached hereto (the "Assigned and Assumed Contracts", together with Real Property and Personal Property shall sometimes be referred to herein, collectively as the "Property"); and d, all of the assets and interests of Seller described in Schedule l(d) attached hereto shall be excluded from the Property and, as such, shall remain with Seller and not be subject to this Contract ("Excluded Assets"). e. Seller has provided to Buyer a revenue stream for its existing operation based on District Cooling Service Agreements referenced in Schedule 1(c)A. Buyer has relied upon such declaration of revenue stream in agreeing to enter into this purchase of the property as a going concern. Buyer's purchase of the property is, therefore, contingent upon Buyer's written confirmation by December 20, 2005 of the validity of such declaration of revenue stream after review of all financial books and records of the Seller's operation of the Chiller Plant. 2, PURCHASE PRICE: Subject to the terms of this Contract, Buyer agrees to pay to Seller a purchase price in the amount of Nine Million Three Hundred Twenty Five Thousand and 00/100 Dollars ($9,325,000.00) (the "Purchase Price") for the Property. a. PAYMENT OF PURCHASE PRICE. On the Closing Date (as hereinafter defined), Buyer shall pay to Seller the Purchase Price, subject to the other adjustments and prorations provided for herein, by means of a wire transfer of immediately available U.S. funds to the account designated by Seller in Schedule 2(a) attached hereto or such other account as Seller shall advise Buyer in writing, or if Buyer is unable to effect a wire transfer, then by County check for the Property referenced above. b. ALLOCATION OF PURCHASE PRICE. The Parties acknowledge that the Buyer is not required to file income tax returns with the Internal Revenue Service. Therefore only the Seller shall file or cause to be filed IRS Form 8594 (Asset Acquisition Statement) for its taxable year that includes the Closing Date and Buyer is not obligated to agree to any allocation of the Purchase Price. 3. EFFECTIVENESS: The effectiveness of this Contract is contingent upon approval by the Miami -Dade County Board of County Commissioners ("Board"), as well as public hearing approval pursuant to Section 33-303 of the Code of Miami -Dade County, if applicable, and provided no motion to reconsider such approval is made at the next regularly scheduled meeting of said Board. If a motion to reconsider approval hereof is made within such time, then the Effective Date hereof shall be the date of the next regularly scheduled meeting of the Board, at which next regularly scheduled meeting, provided a motion to reconsider has been filed, the Board shall reconsider its prior approval hereof; provided further, however, that such initial Board approval or subsequent reconsideration and approval ratification shall not be effective until the earlier of; a) the date the Mayor of Miami -Dade County indicates approval of such Commission action; or b) the lapse of ten (10) days without the Mayor's veto (the ")effective Date"). In the event that the Mayor vetoes the Board approval, the Board approval shall not be -2- Contract for Sale and Purchase Execution Document effective in the absence of an override of the Mayor's veto that shall be at the next regularly scheduled meeting of the Board after the veto occurs, in which case such override date shall be the Effective Date. The actions of the Commission and the Mayor in connection with the award or rejection of any contract rests within their sole discretion. If not vetoed, the contract shall become effective in accordance with Resolution No. R-377-04. The date of such approval of the Contract by Buyer, as set forth above is the Effective Date of this Contract. 4. CLOSING: CLOSING DATE: The closing of this transaction shall be completed within forty (40) days of the Effective Date of this Contract unless otherwise extended, as mutually agreed upon by both Buyer and Seller or as otherwise provided herein. The precise date, time and place of closing shall be mutually set by Buyer and Seller (the "Closing, Date") and notwithstanding the foregoing, shall be no later than April 28, 2006. 5. RESTRICTIONS. EASEMENTS, LIMITATIONS: The Buyer shall take title to the Property subject to the following permitted exceptions (the "Permitted Exceptions"): zoning, restrictions, prohibitions and other requirements imposed by a governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision; easements, restrictions and other matters of record; matters of survey, taxes after the date of closing and subsequent years, and the additional matters set forth on Schedule 5 attached to this Contract. 6. 3VIDENCE OF TITLE: Within 15 days after the Effective Date, Buyer shall, at Buyer's expense, obtain a title insurance commitment issued by a Florida licensed title insurer ("Title Company") agreeing to issue to Buyer, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of the Purchase Price, insuring Buyer's title to the Real Property, subject only to the Permitted Exceptions and such other exceptions or qualifications, if any, set forth in this Contract and those which shall be discharged by Seller at or before the Closing. In addition, the policy shall insure title to the Real Property for the period between Closing and recording of the warranty deed. In connection herewith, Seller agrees to provide and pay the cost of recording of all affidavits and other documents as reasonably required by the title insurer. Buyer shall have 10 days from the date of receiving evidence of title (which in no event shall be later than 25 days after the Effective Date) to examine same and to notify Seller in writing specifying defect(s), if any ("Title Defect Notice"). If the defects render title unmarketable, Seller shall have 120 days from receipt of such Title Defect Notice within which to remove said defect(s), and if Seller is unsuccessful in removing them within said time, Buyer shall have the option of either accepting the title as it then is and proceed with Closing the transaction, or notifying Seller that it is not waiving the defects to title in which case this Contract shall be rendered null and void and Buyer and Seller shall be released, as to one another, of all further obligations under the Contract. If Buyer does not provide Seller with written notice of title defects, if any, on or before the 25th day after the Effective Date, Buyer's right to cancel this Contract due to title defects under this Section shall lapse. -3.. Contract for Sale and Purchase Execution Document 7, BUYER'S PHYSICAL AND ENVIRONMENTAL INSPECTION AND CANCELLATION OPPORTUNITY: a. For a period of 15 days following the Effective Date (the "Inspection Period"), Buyer will be given reasonable access during normal business hours and upon prior notice to Seller to, at its cost and risk, survey the Property, inspect all improvements, fixtures, equipment and systems, and to conduct such soil tests, test borings, environmental audits, engineering studies and other studies or tests that Buyer believes desirable or convenient, with the right to enter upon the Property at all reasonable times and in an ordinary and reasonable manner for such purposes. Buyer shall indemnify and hold harmless Seller from and against any claim, loss, damage, costs and attorney's fees that result from the conducting of such inspections, tests and audits by Buyer on or about the Property including any testing or activity undertaken un paragraph (b) below, pursuant to the terms of this paragraph. The indemnification obligations contained in this Section 7(a) shall survive Closing or termination of this Contract. b. Buyer may, at its own cost and expense, obtain a Letter of Current Enforcement Status of the Property by the Dade County Department of Environmental Resources Management ("DERM Letter") and conduct any tests required or recommended by DERM to determine the existence and extent, if any, of Hazardous Materials as defined below) on the Property in violation of any laws, ordinances, rules or restrictions of any governmental authority having jurisdiction thereover. If the DERM Letter or subsequent testing confirms the presence of Hazardous Materials on the Property, Buyer may elect to terminate this Contract by delivering to Seller, prior to the end of the Inspection Period, a written notice of its election to terminate ("Termination Notice") together with complete copies of all materials and documents relating to Buyer's inspections, tests and audits. If Buyer does not provide Seller with such Termination Notice and documents within the time specified, Buyer's right to cancel this Contract pursuant to this Section shall lapse, the DERM Letter and the physical and environmental condition of the Property shall be deemed accepted by Buyer and this Contract shall remain in full force and effect. For purposes of this Contract, the term "HazarOpris Materials" shall mean any hazardous or toxic substance, material or waste; it shall also include solid waste or debris of any kind. 8. SURVEY: During the Inspection Period, Buyer may obtain, at Buyer's option and expense, a survey of the Property by a certified, registered Florida surveyor. Buyer shall have 5 days from the date of receiving the survey (provided it is not more than 5 days after the conclusion of the Inspection Period) to examine the survey and to notify Seller in writing ("Survey Defect Notice") specifying any material encroachments on the Property or if improvements located on the Property materially encroach on setback lines, easements, lands of others, or violate any restrictions of record, covenants contained herein or applicable governmental regulations, which shall be treated as a title defect. If Buyer does not provide Seller with written notice of defects identified by the survey within the time specified in this Section 8, Buyer's right to cancel this Contract due to defects in title shall lapse. 9. FRANCHISE AGREEMENT: Seller and Buyer acknowledge that there exists that certain Franchise Agreement authorized by City of Miami Ordinance 11662 (May 26, 1998) (the "Franchise Agreement"). Within five (5) business days of the Board of County Commissioner's -4- Contract for Sale and Purchase Execution Document approval of this Contract at its meeting on March 7, 2006 (or its next regularly scheduled meeting), Seller shall provide the notice to the City Clerk for the City of Miami required under paragraph 5 of the Franchise Agreement. Notwithstanding the provisions of Section 12 below, a Closing under this Contract is conditioned upon approval (in the form of an ordinance) by the City of Miami of the transfer of the System Facilities (as defined in the Franchise Agreement) from Seller to Buyer, which will operate the System Facilities pursuant to its Home Rule powers, thereby resulting in termination of the Franchise Agreement. No Closing shall occur until this approval is obtained and, if no such approval is obtained by April 27, 2006, or if the Board of County Commissioners does not approve this Contract at its meeting on March 7, 2006 (or its next regularly scheduled meeting), and unless both Seller and Buyer agree to extend such deadline, either Seller or Buyer may terminate this Contract. 10. REPRESENTATIONS AND WARRANTIES OF THE PARTIES: a. REPRESENTATIONS AND WARRANTIES OF SELLER: Seller represents and warrants to Buyer (which representations and warranties shall be true as of the date of this Contract and, unless specifically applicable only to an earlier time or period, as of the Closing Date) that: i. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida with full power, right and authority to own and lease the properties and assets it currently owns and leases and to carry on its business as such business is currently being conducted. ii. Seller has the power and authority to execute and deliver this Contract, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Contract and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. Each of the agreements attached as an exhibit hereto (collectively the "Ancillary Agreements") will be duly executed and delivered by Seller at the Closing. iii. To Seller's Knowledge, Seller's current operation and use of the Property does not violate any zoning, subdivision, building or similar law, ordinance, order, or regulation • or any certificate of occupancy to which the Property is subject. ",teller's Knowledge" shall mean the actual knowledge, after reasonable inquiry, of those individuals identified on Schedule 10(a)(iii) attached hereto. iv. To Seller's Knowledge, no claim, demand, filing, hearing, notice of violation, proceeding, notice or demand letter, administrative proceeding, civil, criminal or other action, suit or other legal proceeding ("Claim") is pending or threatened against Seller relating to or resulting from or affecting the ownership or operation of the Property or that would reasonably be expected to result in (i) a material diminution in the Seller's ability to perform its obligations and consummate the transactions contemplated hereby, or (ii) a material claim against Buyer for damages as a result of Seller entering into this Contract or any of the Conveyance Documents (as defined in Section 13(a)(ii)) or consummation of the transactions contemplated hereby and .5- Contract for Sale and Purchase Execution Document thereby. Except as disclosed on Schedule 10(a)(iv) attached hereto, to Seller's knowledge no notice from any Governmental Entity or any other person has been received by the Seller as to any Claim against the Seller claiming any violation of any Law or claiming against the Seller any breach of any contract or agreement with any third party that would reasonably be expected to result in a material diminution in the Seller's ability to perform its obligations and consummate the transactions contemplated hereby. v. There are no pending or, to Seller's Knowledge, threatened condemnation or eminent domain proceedings, which affect or would affect the Property or any part thereof. vi. Seller has received no notice of any assessment for public improvements, other than as may be a matter of public record. vii. There are no leases affecting the Property. viii. Seller is not a "foreign person" within the meaning of Section 1445 of the United States Internal Revenue Code, as amended, or its regulations. ix. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 10(a), NEITHER SELLER NOR ANY OF ITS AGENTS, ATTORNEYS OR AFFILIATES, MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER WITH REGARD TO THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER UNDERSTANDS AND AGREES THAT SELLER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO LIABILITIES, OPERATION OF THE PROPERTY (INCLUDING THE CONDITION, VALUE, QUALITY AND PROSPECTS OF THE PROPERTY, CONDITION (FINANCIAL OR OTHERWISE] OF THE PROPERTY, OR PROSPECTS OF SELLER AND ITS AFFILIATES), RISKS ASSOCIATED WITH THE OWNERSHIP AND OPERATION OF THE PROPERTY AND ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY OR ANY PART THEREOF. x. Except as set forth on Schedule 10(a)(ix' attached hereto for which Seller is solely responsible for payment, Seller is not represented in this transaction by a licensed real estate broker and no commissions are payable to anyone relating to this transaction. b. REPRESENTATIONS AND WARRANTIES OF BUYER: Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date, as follows: i. Buyer is a political subdivision of the State of Florida with full power, right and authority to own and lease the properties and assets it currently owns and leases and to carry on its business as such business is currently being conducted and to purchase the Properties and otherwise consummate the transactions contemplated by this Contract and the Ancillary Agreements. -6- Contract for Sale and Purchase Execution Document ii. Buyer has the power and authority to execute and deliver this Contract, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Contract and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. Each of the Ancillary Agreements will be duly executed and delivered by Buyer at the Closing. iii. Having reviewed the representations and warranties of Seller set forth in this Contract, Buyer is not aware of any facts or conditions which contradict the representations and warranties of Seller set forth herein. iv. Buyer is not now a party to any litigation, or subject to any agreements which would affect Buyer's right or ability to purchase the Property. v, Buyer is aware of no agreements, conditions, or circumstances which would prevent Buyer from accepting the assignment from Seller and performing the Assignment and Assumption Contracts. vi Except as set forth on Schedule 1O(b)(vii) attached hereto, Buyer is not represented in this transaction by a licensed real estate broker and no commissions are payable by Buyer to anyone. 11. COVENANTS; a. BUYER AND SELLER AGREE THAT THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN "AS IS", "WHERE IS," AND "WITH ALL FAULTS" BASIS, AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10(a) ABOVE WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING THE CONDITION OF THE SOIL), THE ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON OR AFFECTING THE " PROPERTY), THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING ANY OF THE PROPERTY) OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF. BUYER AGREES THAT IT IS ACQUIRING THE PROPERTY SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY ANY TITLE INSURANCE THAT BUYER MAY PURCHASE. Contract for Sale and Purchase Execution Document b. Seller shall use commercially reasonable efforts to obtain, in a timely manner, the consents and approvals as set forth in Schedule 11(b) attached hereto. Seller shall promptly notify Buyer in the event that Seller is unable to obtain any such required consents or approvals. 12. CONDITIONS TO CLOSING: CLOSING PROCEDURES: (a) CONDTIONS TO BUYER'S OBLIGATIONS TO CLOSE: The obligations of Buyer to be performed at Closing are subject to the fulfillment, before or at Closing, of each of the following conditions, each of which may be waived by Buyer in its sole discretion, but only in writing: (i) Seller shall have executed and delivered to Buyer a Special Warranty Deed substantially in the form of Exhibit "A" attached hereto and an affidavit to the title insurer for removal of the Possessions and Mechanics Liens `Standard Exceptions'; (ii) Seller shall have executed and delivered to Buyer the Bill of Sale and an Assignment and Assumption Agreement for each of the Assigned and Assumed Contracts each in substantially the form of Exhibits "B" and "C" attached hereto executed by an officer of Seller and, where appropriate, a third party consenting to the Assignment and Assumption Agreement; (iii) Seller shall have vacated the Real Property and relinquished physical possession of the Personal Property; (iv) Seller shall have delivered to Buyer a closing certificate substantially in the form mutually agreed upon by Seller and Buyer and executed by a duly authorized officer of Seiler, certifying as to the matters set forth therein; and (v) Seller shall have delivered to Buyer any other agreements, documents, certificates or other instruments in a form reasonably satisfactory to Seller which are reasonably necessary to consummate the transactions contemplated by this Contract and reasonably requested by Buyer. (vi) Fulfillment of the condition set forth in Section 9 of this Contract. (b) CONDITIONS TO SELLER'S OBLIGATIONS TO CLOSE: The obligations of Seller to be performed at Closing are subject to the fulfillment, before or at Closing, of each of the following conditions, each of which maybe waived by Seller in its sole discretion, but only in writing: Seller; (i) payment of the Purchase Price by Buyer and receipt of the same by -8- Contract for Sale and Purchase Execution Document (ii) Seller shall have received all third party consents necessary to the Assignment and Assumption Agreements and Buyer shall have executed and delivered to Seller all Ancillary Agreements to which it is a party; (iii) Buyer shall have delivered to Seller a closing certificate substantially in the form mutually agreed upon by Seller and Buyer executed by a duly authorized officer of Buyer, certifying as to the matters set forth therein; (iv) Buyer shall have delivered to Seller any other agreements, documents, certificates or other instruments in a form reasonably satisfactory to Seller which are reasonably necessary to consummate the transactions contemplated by this Contract and reasonably requested by Seller. (v) Fulfillment of the conditions set forth in Section 9 of this Contract. 13. TERMINATION: EFFECT OF TERMINATION: (a) TERMINATION: Subject to the provisions of this Section 13, this Contract may, by the giving of written notice at or prior to the Closing by the Party having the right to give such notice, be terminated and abandoned: (i) By mutual written consent of the Parties; (ii) By either Seller or Buyer if a material default or breach shall be made by the other with respect to the due and timely performance of any of its representations, warranties, covenants and agreements contained herein, and such default is not promptly cured and has not been waived; (iii) By Buyer if (x) a timely Title Defect Notice or a Survey Defect Notice was provided to Seller in accordance with the provisions of Section 6 or Section 8, as applicable, and Seller failed to remove the defects set forth in such notice within the time provisions set forth in Section 6, (y) a Termination Notice was delivered to Seller by Buyer prior to the expiration of the Inspection Period in accordance with Section 7, or (z) all of the conditions set forth. in Section12(a) shall not have been satisfied on or before April 27, 2006, other than through failure of Buyer to comply with its obligations hereunder, or shall not have been waived by it on or before such date; or (iv) By Seller if (y) Seller is unable to obtain all of the consents and approvals listed on Schedule 11(b) on or before April 27, 2006, or (z) all of the conditions set forth in Section 12(b) shall not have been satisfied on or before April 27, 2006, other than through failure of Seller to comply with its obligations hereunder, or shall not have been waived by it on or before such dates; (b) EFFECT OF TERMINATION: In the event that the Closing does not occur as a result of either Party exercising its right to terminate pursuant to Section 13, then neither Party -9- Contract for Sale and Purebase Execution Document shall have any further rights or obligations under this Contract, except that (i) nothing herein shall relieve either Party from any liability for any willful breach hereof and (ii) any indemnification obligations shall survive any such termination of the Contract. 14. EXPENSES: Seller shall be responsible for the payment of Florida Documentary Stamp Taxes and Miami -Dade County Surtax, if any, which are required to be affixed to the Special Warranty Deed. Buyer shall be responsible for recording fees on the deed and for payment of survey costs and fee owner's title policy premium. 15. PRORATIONS: CREDITS: Taxes, assessments and other expenses and revenue of the Property shall be prorated through the day prior to Closing. Cash at Closing shall be increased or decreased as may be required by said prorations. All prorations will be made through the day prior to occupancy if occupancy occurs before Closing. Taxes shall be prorated based on the current year's tax with due allowance made for maximum allowable discount, homestead and other exemptions. If Closing occurs at a date which the current year's millage is not fixed, and the current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If current year's assessment is not available, then taxes will be prorated on the prior year's tax; provided, however, if there are completed improvements on the Property by January 1st of the year of Closing, which improvements were not in existence on January 1st of the prior year, then taxes shall be prorated based upon the prior year's millage and at an equitable assessment to be agreed upon between the parties; failing which a request will be made to the County Property Appraiser for an informal assessment taking into consideration exemptions, if any. Any tax proration based on an estimate may at the request of either Buyer or Seller be subsequently readjusted upon receipt of the tax bill. At Closing, Buyer and Seller will execute a tax pro -ration agreement in accordance with this paragraph. 16. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ratified special assessment liens as of the Closing Date (and not as of the Effective Date) arc to be paid by Seller. 17. BULK TRANSFER LAWS: Buyer acknowledges that Seller will not comply with the provisions of any bulk transfer laws of any jurisdiction in connection with the transactions contemplated by this Contract. 18. ASSIGNABILITY: Neither this Contract nor any interest therein shall be assigned by Buyer or Seller without the express written consent of the other. 19. ATTORNEY FEES: COSTS: In any litigation arising out of the Contract, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. 20. FAILURE OF PERFORMAN : If either Party fails to perform its obligations under this Contract within the time specified, the other Party may seek specific performance without thereby waiving any action for damages resulting from the breaching Parry's breach. In no event shall either Party be entitled to recover from the other Party any special, consequential, punitive, or business damages of any type. Exclusive jurisdiction for any breach shall be in the Circuit Court of Miami -Dade County. .10- Contract for Sale and Purchase Execution Document 21, PERSONS BOUND: NOTICE: This Contract shall bind and inure to the benefit of the Parties and their successors in interest, Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by of to the attorney for any Party shall be as effective as if given by or to said party. 22. OTHER AGREEMENT: No prior or present agreements or representations shall be binding upon Buyer or Seller unless included in this Contract. No modification or change in this Contract shall be valid or binding upon the parties unless in writing and executed by the Party or Parties to be bound thereby. 23. NOTICES: A11 notices required or permitted under this Contract shall be in writing and, (a) if by air courier, shall be deemed to have been given one (1) Business Day after the date deposited with a recognized carrier of overnight mail, with all freight or other' charges prepaid, (b) if by telecopy, shall be deemed to have been given when actually received, and (c) if mailed, shall be deemed to have been given seven (7) days after the date when sent by registered or certified mail, postage prepaid, addressed as follows, unless another address is designated by a Party hereto by written notice to the other Party: As to Seller: TECO Thermal Systems, Inc. 702 N. Franklin Street Tampa, Florida 33602 Attn: Mr. Bruce Narzissenfeld Fax: 813-228-4643 - with a copy to — TECO Energy, Inc. 702 N. Franklin Street Tampa, Florida 33062 Attn: Ellen W. Anderton, Esq. Fax: 813-228-1328 As to Buyer: Laureen Varga Chief Real Estate Officer Miami -Dade County General Services Administration 111 N.W. 114 Street, 24th Floor Miami, Florida 33128 Fax: -11- Contract for Sale and Purchase Execution .Document BUYER: ATTEST: MIAMI DADE COUNTY, a political subdivision of the State of Florida By: By: Name: Name: Its: Its: Date: Tax ID No. SELLER: WITNESSES: TECO THERMAL SYSTEMS, INC., a Florida corporation By: Name: Q f�xr/G+�=/�/�+T.+r.4-S• Its: Pix.b11?.�T` Date: Tax ID No. 65-0858520 (Contract for Sale and Purchase Signature Page]