Reso 2009-1452 - Laserfiche WebLink

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agreement, the Seller agrees to manage and operate the above-described property pursuant to the triple net leaseback agreement. The Seller agrees to collect all rents and other income from the property on behalf the City and to handle all obligations of property manager during this two year management period. Upon closing of the purchase by the City, all income derived from the property, including rents and other income, shall be retained by the Seller, and all expenses relating to the property, including but not limited to taxes in the first year of the leaseback agreement and insurance, shall be the Seller's responsibility. Following the expiration of the leaseback agreement, the Seller shall be required to immediately vacate the Property. Notwithstanding any provision in this agreement. Seller shall have no obligation to pay any rent to Purchaser in conjunction with the sale leaseback agreement. Notwithstanding the foregoing, the Purchaser shall be responsible for property taxes beginning on January 1, 2011 through the end of the leaseback agreement. 19 Miscellaneous. (a) This Agreement shall be construed and governed in accordance with laws of the State of Florida and in the event of any litigation hereunder, the venue for any such litigation, shall be in Miami-Dade County. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof and, accordingly, this Agreement shall not be more strictly construed against anyone of the parties hereto. (b) In the event any provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or reconstrued as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. (c) In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to all reasonable attorney's fees and costs through all trial and appellate levels. The provisions of this subparagraph shall survive the Closing and any termination or cancellation of this Agreement. (d) In construing this Agreement, the singular shall be deemed to include the plural, the plural shall be deemed to include the singular and the use of any gender shall include every other gender and all captions and paragraph headings shall be discarded. (e) of this Agreement. All of the Exhibits to this Agreement are incorporated in and made a part (f) This Agreement constitutes the entire agreement between the parties for the sale and purchase of the Property, and supersedes any other agreement or understanding of the parties with respect to the matters herein contained. This Agreement may not be changed, altered or modified except in writing signed by the party against whom enforcement of such a change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. (g) The term "Effective Date" or such other similar term is the date on which II A~~