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HomeMy WebLinkAboutFirst AmendmentFIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "First Amendment") is made and entered into this C day of N1/4 2007 by and between the City of Miami, a municipal corporation 6f the State of Florida, with offices at 444 S.W. 2nd Avenue, Miami, Florida 33130 (the "City"), and Progressive Vision Community Development Corpo ation Inc-, a Florida not-for- profit corporation, with offices at 740 NW 58th Street, Miami, Florida 33127 (the "Purchaser"): RECITALS A. The City of Miami is the owner of certain real property located at 779 New' 57th Street, Miami, Florida (the "Property" ); B. The City declared the property surplus and authorized an Agreement for Purchase and Sale ("Agreement") under Resolution No. 05-0347; C. Seller and the Purchaser executed the Agreement on March 29, 2006, for the development of four (4) affordable housing condominium units; D. The Agreement contains certain conditions precedent that must be satisfied by the Purchaser within twelve (12) months of the Effective Date of the Agreement; E. The Purchaser requires an additional three (3) months to > the Conditions Precedent and wishes to develop three (3) townhouse affordable uni s, ins e e our con omimum um s required in the Agreement; F. The Purchaser and the City desire to amend the Agreement pursuant to the terms hereof. NOW, THEREFORE, in consideration of the mutual covenants and promises herein the City and Purchaser hereby agree as follows: 1. Section 1(b) of the Agreement is hereby amended to read as follows: b) The City of Miami Commission has authorized the sale of the Property to the Purchaser for the purpose of providing affordable housing pursuant to Section 29B of the City of Miami Charter, which exempts affordable housing developments from the competitive bidding requirements, ois:Document 71866 established therein. Accordingly, Seller agrees to sell the Property to Purchaser on the condition that that the Property shall only be used to provide far (4) owner- E)ee-upied eendeminium units three (3) owner occupied townhouse units for individuals and/or family within the economic affordability range of very low, low, and/or moderate income families and/or individuals, based on criteria established by federal and/or state law or by the City Commission of the City of Miami. Accordingly, Seller agrees to sell the Property to Purchaser in reliance on Purchaser's covenant that within twelve (12) months following the Closing (as defined in Paragraph 7 hereof), Purchaser shall commence the construction of feur n? eenderflix-ium three (3) owner occupied townhouse units (the "Improvements") as evidenced by issuance of a building permit, and shall continue diligently with the construction of the Improvements to completion by no later than twenty-four (24) months from the date of Closing. 2. Section 7 of the Agreement is hereby amended to provide that if the Conditions Precedent are not satisfied within fifteen (15) months from the Effective Date either party may terminate the Agreement by written notice to the other party. 3. The first sentence of Section 8 of the Agreement is hereby amended to provide that Seller's obligation to sell shall be subject to the satisfaction of the Conditions Precedent on or before fifteen (15) months from the Effective Date of the Agreement. Section 8(e) is hereby amended to reflect the parties' agreement that Purchaser shall construct three (3) townhouse units on the Property. 4. Subject to the provisions of Section 6 hereof, the City and Purchaser represent to each other that each has the power and authority to execute and deliver this First Amendment and that this First Amendment has been duly authorized by the governing body of each party and constitutes a valid and binding obligation of each, enforceable in accordance with its terms, conditions and provisions; and 5. Except as amended herein, all the terms and provisions of Agreement shall remain in effect. PURCHASER ACKNOWLEDGES THAT THIS AMENDMENT IS SUBJECT TO APPROVAL BY THE CITY COMMISSION AND HAS BEEN EXECUTED WITHOUT FIRST OBTAINING SUCH APPROVAL BECAUSE THE NEXT MEETING OF THE CITY COMMISSION IS SCHEDULED FOR APRIL 12 2007. IN THE EVENT THE CITY COMMISSION FAILS TO RATIFY THE EXECUTION OF THIS AMENDMENT BY APRIL 12 2007 THEN THIS AMENDMENT SHALL ors:Document 71866 BE DEEMED NULL AND VOID AND THE AGREEMENT SHALL BE DEEMED TERMINATED AS OF MARCH 30, 2007. IN WITNESS WHEREOF, the City has caused this First Amendment to be executed in its name and on behalf by the City Manager of the City of Miami, Florida, the City Clerk of the City of Miami, Florida, and the Purchaser as signed as of the date herein first above written. ATTEST: By: � 1 Prj cilia A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Arge L. Fernandez, City Attorney��#'�'�" Witnesses: a C/U/t PAnt- Name Print Name: C-RµLS K. �`' ;� 76444-- ors: Document 7 18 66 "SELLER" City Of Miami, a municipal corporation j ie State of Florida By: Pedro G. Herna-ffdez, City Manager Date: 11--5--c-7 "PURCHASER" Progressive Vision Community Development Corporation, Inc., a Florida not-for-profit corporation By Gaston Date math, Director CORPORATE RESOLUTION WHEREAS, Progressive Vision Community Development Corporation, Inc., a Florida not-for-profit corporation desires to enter into a First Amendment to the contract dated March 29, 2006 with the City of Miami for the conveyance of the City -owned property located at 779 NW 57`h Street, Miami, Florida; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president/director, Gaston Smith, is hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the First Amendment to the Purchase and Sale Agreement which this Resolution is attached. DATED this 0-t�, day of M,4 Y 2007. of the Board of Directors Corporate Secretary (Affix Corporate Seal) U:CORPReso FriendshipComm (2)