HomeMy WebLinkAboutSecond Amendment 2SECOND AMENDMENT AND CONSENT TO ASSIGNMENT OF
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT AND CONSENT TO ASSIGNMENT OF
PURCHASE AND SALE AGREEMENT (the "Second Amendment") is made and
entered into this day of 2007 by and between the City of
Miami, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd
Avenue, Miami, Florida 33130 (the "City"), and Progressive Vision Community
Development Corporation, Inc., a Florida not-for-profit corporation, with offices at
740 NW 581h Street, Miami, Florida 33127 (the "Purchaser"):
RECITALS
A. The City is the owner of certain real property located at 779 NW 57th
Street, Miami, Florida;
B. The City declared the property surplus and, pursuant to Resolution
No. 05-0347, entered into an Agreement for Purchase and Sale ("Agreement") with
Purchaser for the purpose of developing affordable housing;
C. The Agreement had certain conditions precedent that had to be met
within twelve (12) months of the Effective Date of the Agreement;
D. On April 12, 2007 the City Commission adopted Resolution No. 07-
0192 authorizing the City Manager to execute a First Amendment to the Agreement
for Purchase and Sale to provide for: (1) three month extension to satisfy the
conditions precedent; and (2) modification of the unit count and type of unit to
provide three (3) owner occupied townhouse units within the economic affordability
range of very low, low and/or moderate income families and/or individuals, with the
terms and conditions more particularly set for in said First Amendment;
E. The Purchaser has informed the City that it has obtained a
commitment for construction financing that requires ownership of the Property to be
vested in a newly created entity, whose members consist of Progressive Vision
Community Development, Inc., and Palmetto Homes of Miami, Inc., and, in support
thereof has submitted to the City a loan commitment dated June 14, 2007 (the
"Loan Commitment") from Gibraltar Private Bank and Trust Company;
F. The Purchaser requires an additional period of seventy (70) days to
satisfy the conditions of the Loan Commitment, including the creation of the new
entity;
G. It is in the best of the City to extend the date for closing ul
the purchase and sale of the Property by seventy (70) days and to authorize the
Purchaser to assign the Agreement to the new entity in order to satisfy the
requirements of the Loan Commitment;
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H. The Purchaser and the City desire to amend the Agreement, as
amended, 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 7 of the Agreement, is hereby amended to provide that Seller's
obligation to sell shall be subject to the satisfaction of the conditions on or
before September 7, 2007.
2. 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 September 7, 2007.
3, In reliance on Purchaser's representations that the Loan Commitment
requires title to the Property to be vested in a new".. created entity whose
managing members are Progressive Vision Community Development,
Inc., and Palmetto Homes of Miami, Inc., (the "New Entity") the City
consents to the assignment of the Agreement to the New Entity on the
following conditions:
(a) The New Entity shall assume all of Purchaser's rights
and obligations under the Agreement.
(b) The New Entity shall have only Progressive Vision
Community Development, Inc., and Palmetto Homes of Miami, Inc. as
members.
(c) The New Entity shall not, assign, transfer or otherwise
encumber any of its interests in the Agreement, except as
contemplated in the Loan Commitment.
(d) The members of the New Entity shall not assign,
transfer, or otherwise encumber their respective interests in the New
Entity.
(e) Five days prior the assignment, the Purchaser shall send
written notice to the Seller that shall contain the name, address,
telephone number, and fax number of the New Entity, and the
addresses, and the articles of incorporation of the New Entity's
members.
4. Except as specifically provided herein, all of the terms and provision of the
Agreement, as amended shall remain in effect.
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IN WITNESS WHEREOF, the City has caused this Second 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: "SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
By:
Priscilla A. Thompson on:
City Clerk
to
APPROVED AS TO FORM AND
CORRECTNESS
Jorge L. Fernandez
City Attorney
Pedro G. Hernandez, City Manager
"PURCHASER"
PROGRESSIVE VISION COMMUNITY
DEVELOPMENT CORPORATION, INC.,
a Florida not-for-profit corporation
on
LIM
ATTEST:
Witness
Print Name
Witness
Print Name
Gaston E. Smith, Director
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