Reso 2009-1453 - Laserfiche WebLink

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- 15. Development Rights. Upon closing, Purchaser agrees to deposit 58,500 square feet in a development rights ("TDRs") in an account created on behalf of the Seller. The account will be created consistent with the Code of the City of Sunny Isles Beach. The Seller shall have the right to sell such TDRs for 15 years without interference from the Purchaser. The Seller shall have the right to sell the TDRs to any party provided that such sale or transfer is consistent with the notice requirement of the City Code. The Purchaser will use its best efforts to assist Seller to procure potential buyers of Seller's TDRS and allow Seller's TDR's to be sold to any receiving site in the City. 16. Leaseback Agreement. The parties agree to execute a triple net sale leaseback agreement for the seller to manage the property until December 31, 2011. Under the sale leaseback agreement, the Seller agrees to manage and operate the above-described property until or before December 31, 2011 or until such time that Seller is able to remove all tenants and terminate all leases in the property provided that all leases are terminated and tenants are removed prior to December 31, 2011. Upon closing of the purchase by the Purchaser, the Seller shall be entitled to all rent and income derived from the property, and the Seller shall assume all obligations as property manager and be responsible for all expenses relating to the property, including but not limited to taxes and insurance. Following the expiration of the leaseback agreement, the Seller shall be required to immediately vacate the Property. This Paragraph 16 shall survive the Closing. The parties agree that there are currently 15 leases in place in the property and it will be up to the Seller at the seller's expense to assure that all tenants are removed from the premises by December 31, 2011. The parties will enter into a Memorandum of Lease to confirm the existence of a sale leaseback agreement. 17. No Leasehold Interests. Seller warrants no later than December 31, 2011, the Property shall not be encumbered by any leasehold interests which exceeds the duration of the leaseback agreement. Seller agrees that during the leaseback period described in Paragraph 16 above, no new leases will be executed and no existing leases will be modified or extended unless notice is given to Purchaser provided that the leases terminate prior to December 31, 2011. Notwithstanding the foregoing, any existing tenants shall be provided with the opportunity to remain on the Property during the leaseback period pursuant to the lease agreement between tenants and Seller. However, the lease agreements shall be terminated by Seller prior to the expiration of the leaseback period. This Paragraph 17 shall survive the Closing. 18. Seller's Property Management Responsibilities. The parties agree to execute a leaseback agreement between Seller and the City prior to Closing. Under the leaseback 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 and to handle all obligations of property manager during the 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 and insurance, shall be the Seller's responsibility. Following the expiration of the leaseback agreement, the Seller and tenants 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 management agreement. 19 Miscellaneous. 10 /t,.k.. /lAd