HomeMy WebLinkAboutR-85-0724J-85-733
ESft UtION NO, - +W
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT IN A
FORM ACCEPTABLE TO THE CITY
ATTORNEY, WITH C00EC, INC. AND
EL0RI0A HOUSING COOPERATIVE, INC.
FOR THE PURPOSE OF FACILITATING
COOPERATIVE HOUSING 0 W N E R 5 H I P IN THE
CITY OF MIAMI, SAID AGREEMENT
DEFINING THE ROLES AND
RESPONSIBILITIES OF THE CITY AND THE
ABOVE MENTIONED ORGANIZATIONS IN
CONNECTION WITH THIS PROJECT;
ALLOCATING $30,000 IN LOTH YEAR
COMMUNITY DEVELOPMENT BLOCK GRANT
FUNDS FOR SAID PURPOSE.
WHEREAS, on April 18, 1985, representatives of the Florida
I
Housing Cooperative, Inc., submitted a proposal to the City
Administration:requesting funding in the amount of $30,000 for the
purpose of facilitating the development of cooperative housi;hg in
the City of Miami; and
WHEREAS, on April 18, 1985, the'organizat'ion's request for
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funding assistance was presented to the City Commission' with the
that
stipulation staff would return with a recommendation to the
City Commission at a later date; and
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WHEREAS, staff, after reviewing the organization's proposal; I
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recommend City Commission approval of the organization's request
for funding assistance in the amount of $30,000; and
WHEREAS, funding assistance in the amount of $30,000 1s
available from 10th Year Community Development Block Grant funds;
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and
WHEREAS, said funds, in the form of a grant, are being
provided to co -venture and promote cooperative housing ownership
in the City of Miami by C00EC, Inc, and Florida Housing
Cooperative Inc.; and
WHEREAS, said funds are to pr®vide for capital type
projects such as land acquisition for the development of
cooperative hosing o n I t 9 r the acquisition of existing multifamily
i
projects in the City of Miami for conversion to cooperative
' ownership; and CITY COMMIS 0Ig N
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—1— JUL. 18 1^�`�
6 IN
f-
fNt: §halt pFovid0 tethh e6 fili5nagefaent
Florida Hou§#i5g abpeFattve, Inc: a§ to fea§Ib IIty
§in rojects
and economic souhdness 6f the variou§ cooperative hoU g p
piahned•, and
WHEREAS, in no event shall any project be funded herein by
the City of Miami to the Florida Housing Cooperative, Inns uhIess
a'pprova1 of the project has been authorized by C0bEC, Inc, to
carry out that
WHEREAS,
particular activity, and
the roles and
responsibilities of the` - City and
above mentioned organizations have been
Agreement attached hereto;
N0WjTHEREFORE, BE IT RESOLVED BY
OF MIAMI, FLORIDA:
Section I. The City Manager is
into an agreement, in a form
set forth in the attached
THE COMMISSION OF THE CITY
herebyauthorized to -enter
acceptable to the City Attorney
between the City, C00EC, Inc., and Florida Housing Cooperative,
Inc.,; for the purpose of facilitating cooperative' housing
ownership in the City of Miami.
Section 2. An amount not to exceed $30,000 `1s hereby
allocated from IOth Year Community Development 61ock Grant funds
to facilitate cooperative housing ownership in the 'City of Miami.
PASSED AND ADOPTED this_�$h_day of1�1___. 1985.
Maurice _A. Ferre
Maurice A. F e r r e
Mayor
ATTEST;
a I p h 0ngie
i ty 1 e r k
—2—
85-724
p
of the City Commission
cRoM Sergio Pereifa -=
City Manager,___—�
su5,r� Memorandum of agreement
CODEC, Inc. and Florida Housing.
Cooperative, Inc.
?FFSRENCES Citl Commission agenda Item.
Jul•_ 18, 1985
r+c.�suaEs
It is recommended that the City
Commission approve a Resolution
authorizing the City Manager to
enter into a Memorandum of Agree-
ment between the Citv, CODEC, Inc.
and the Florida Hcusina Coopera-
tive, Inc. for the z�urpcse of faci-
litating_ cCC�'erati':P .ousi ng owner-
ship in the City of '-1ia.^li and 31-
locating S30,000 from loth Year
Community Development Block Grant
funds for said purpose.
Representatives of the Florida Housing Cooperative,- - met with
} the City Administration to request funding in the amount of
$30,000 for the purpose of facilitating the development of co-
operative housing ownership in the City of Miami. The organiza-
ticn's request for funding assistance was presented to the Com-
by theation
mission onA ril18,it985be,referredCtoystaffAdminforranalysistandhre-
recommendat
finement where necessarv.
Staff has recommended that the requested $30,000 be approved sub-
ject to a joint venture agreement between CODEC, Inc., a not for
profit community development corporation and Florida Housing Co-
operative, Inc. due to the technical expertise and support ser-
vices CODEC, Inc. could provide Florida Housing Cooperative, Inc.
Further, staff has recommended that the requested funding be pro-
vided only for capital projects with no funds to be used by
CODEC, Inc. or Florida Housing Cooperative for administrative ex-
penses.
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VPW
PROFESSIONAL SERVICES AGREEMENT
x T is Agreement entered into this_. day of
1 5, by and between the City of Miami, a municipal corporation of
Cade County, Florida, hereinafter referred to as "CITY", and
CCCEC, Inc., Thereinafter referred to as the "GRANTEE"), a non-
profit Florida corporation and a sub -grantee of the Department of
Community Development, to co -venture and promote housing in the
cooperative ownership model with Florida Housing Cooperative,
Inc., a corporate body duly organized and existing under the
virtue of the laws of the State of Florida as a non --profit Florida
Corporation.
WITNESSETH
WHEREAS, on April 18, 1985, representatives of the Florida
Housing Cooper.3t4.7e, Inc., submitted a proposal to the City
Administration requesting funding i^ the amount of $)30,000 for the
purpose of facilitating the development of cooperative housing in
the City of Miami; and
WHEREAS, on April 18, 1985, the organization's request for
funding assistance was presented to the City Commission with the
stipulation that staff would return with a recommendation to the
City Commission at a later date; and
WHEREAS, staff, after reviewing the organization's proposal,
recommend City Commission approval of the organization's request
for funding assistance in the amount of $30,000; and
WHEREAS, funding assistance in the amount of $30,000 is
i available from 10th Year Community Development Block Grant funds;
I and
WHEREAS, said funds, in the form of a grant, are being
provided to co -venture and promote cooperative housing ownership
in the City of Miami by CODEC, Inc. and Florida Housing
Cooperative Inc.; and
WHEREAS, said funds are to provide for capital type projects
such as land acquisition for the development of cooperative
housing and/or the acquisition of existing multifamily projects in
the City of Miami for conversion to cooperative ownership; and
;r WHEREAS, all revenues generated through land acquisition for
the development of cooperative housing and/or the acquisition of
ex sting multifamily projects and other related activities shall
be retained by CODEC, Inc. and Florida Housing Cooperative, Inc.
to create a fund to further acquire capital type projects in order
to facilitate cooperative ownership in the City of Miami; and
WHEREAS, efforts shall be made to identify development sites
and/or multifamily projects within Community Development, target
area boundaries. If the projects are located outside Community
Development target areas, preferences should be given to Community
Development target area residents; and
WHEREAS, CODEC shall provide technical management assistance
to Florida Housing Cooperative, Inc. as to the feasibility and
economic soundness of the various cooperative housing projects
planned and any projects recommended by ?lorida 'Housing
Cooperative, Inc. as a result of t^is Agreement; and
WHEREAS, it is expressly understood that in no event shall
any project be funded hereunder by the City of Miami to the
Florida Housing Cooperative, Inc. unless approval of the project
has been authorized by CODEC, Inc. to carry out that particular
activity; and
WHEREAS, CODEC, Inc. reserves the option to participate
and/or joint venture with Florida Housing Cooperative Housing,
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Inc. -in any project developed by Florida Housing Cooperative, Inc.
t
t as a result of this Agreement; and
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WHEREAS, nothing stated herein shall preclude CODEC from
pursuing on its own housing related activities;
NOW, THEREFORE, in consideration of the promises and the
imutual covenants and obligations herein contained, and subject to
the terms and conditions hereinafter stated, the parties hereto
' understand and agree as follows:
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I.
DEFINITION AND PURPOSE
9) "CITY" means City of Miami
2) "GRANTEE" meas CODEC, Inc,
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3) "SUBCONTRACTOR" means Florida- Housing Coopergtj ►eIno.,
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4) "DEPARTMENT" means Department of Community Development.
5) "SUBCONTRACT" means a written agreement entered into by
he contractor with any party who agrees to perform any
administrative function or service for the contractor specifically
related to securing or fulfilling the contractor's Obligations to
the City of Miami under the scope of services of this contract.
z.
TERM OF AGREEMENT
The term of this Agreement shall commence upon execution by
the City Manager and terminate 365 days thereafter.
CITY AUTHORIZATION
For the purpose of this Agreement, the City of Miami
Department of Community Development (hereinafter referred to as
the "DEPARTMEENT") will act on behalf of the CITY in the fiscal
control, pro;rammatic monitoring, and modifications of this
Agreement, and will serve as the CITY'S liaison to CODE -EC and
Florida Housing Cooperative.
IV.
i SCOPE OF SERVICES
j 1) The GRANTEE shall implement the Scope of Services as
�^ prescribed in this section in a manner deemed satisfactory to the
DEPARTMENT and the SUBCONTRACTOR.
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2) The SUBCONTRACTOR shall implement the Scope of Services
as prescribed in this section in a manner deemed satisfactory to
the DEPARTMENT and the GRANTEE.
3) The GRANTEE shall disburse the $30,000 grant to pay for
capital type projects which will be limited to land acquisition
for the development of cooperative housing and/or the acquisition
of existing multifamily project(s) for conversion to cooperative
ownership in the City of Miami.
4) The GRANTEE and the SUBCONTRACTOR shall utilize said
funds to co -venture and promote cooperative housing ownership in
the City of Miami.
5) The GRANTEE and SUBCONTRACTOR agree that all revenues
generated through their efforts to promote cooperative housing
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6whetship in the City of Miami shall be retained to create a fund
to further facilitate cooperative homeownership opportunities iFi
the City.
6) This grant is to be made by the CITY to the GRANTEE and
SUBCONTRACTOR for the sole purpose of stimulating cooperative
housing ownership through the acquisition of land for the
development of new housing units and/or the acquisition of
existing multifamily units for conversion to cooperative housing.
Any other use of these funds is expressly prohibited.
7) The GRANTEE and SUBCONTRACTOR agrees that in no event
shall any project be funded by the CITY unless approval of said
project has been approved and recommended by the GRANTEE to the
CITY for funding.
8) The GRANTEE reserves the option to participate and/or
joint venture with the SUBCOIN'TRACTOR in any project approved by
the CITY for funding as a resu'_t of this Agreement.
9) The GRANTEE shall provide tecan.cal management assistance
to the SUBCONTRACTOR as to the feasibility and economic soundness
of the various cooperative housing projects planned and any
projects recommended by the SUBCONTRACTOR as a result of this
Agreement.
10) At one month intervals, the GRANTEE and SUBCONTRACTOR
shall provide the CITY with a progress report on the activities
and accomplishments of the subject grant. This report shall be in
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a format specified by the DEPARTMENT.
1 1) In the event the CITY files suit to collect any monies
under this Agreement, GRANTEE and SUBCONTRACTOR agrees to pay all
court costs and attorney's fees.
V.
COMPENSATION
A. CITY shall pay GRANTEE and SUBCONTRACTOR, as maximum
compensation for the services required pursuant to Paragraph IV
hereof, $30,000.
B, Such compensation shall be paid on the following basis:
1, The DEPARTMENT, upon written request from the
GRANTEE, shall make available to the GRANTEE in lump -sum
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or several paytlent(s) the funds authorized by thin
Agreement.
2. Any payment due under the tepmg of this Agree%neht fay
be withheld pending the receipt and approval by the
DEPARTMENT of all financial and project activity due from
the GRANTEE and SUBCO`JTRAC,OR as a part of this Agreement
and any adjustments thereof.
3. Any f-.rnds not expended by the GRANTEE and
SUBCONTRACTOR at the conclusion of this Agreement shall
be refunded to the City.
4. CITY shall have the right to review and audit all
records of GRANTEE and SUBCONTRACTOR pertaining to any
payments by the CITY.
D. The CONTRACTOR and SUBCONTRACTOR agrees and shall provide
to the DEPARTMENT one copy of the following documents, as
applicable:
a. Certificates of insurance and bonding
b. Articles of incorporation
c. By -Laws
d. Certificate of registration with the Secretary of the
State of Florida
VI.
BONDING AND INSURANCE
GRANTEE and SUBCONTRACTOR shall maintain insurance and
bonding coverages acceptable to the CITY's Department of Risk
' Management. Prior to commencing any activity under this
Agreement, the GRANTEE and SUBCONTRACTOR shall furnish the CITY,
certificates of insurance and bonding indicating that the GRANTEE
and SUBCONTRACTOR is in compliance with the provisions of this
Section.
VII.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
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Both parties shall comply with all applicable lsust
ordinances and codes of federal, state and local governments,
Viii.
GENERAL CONDITION
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A) A11 notices or other communications which shall or may be
given pursuant to this Agreement shall be in writing and shall be
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de• ivered by personal service, or by registered mail addressed to
the other party at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given
oh the day on which personally served; or, if by mail, on the
fifth da_✓ after being posted or the date of actual receipt,
whichever is earlier.
CITY OF MIAMI GRANTEE
Dept. of Community Development CODEC, Inc.
P. 0. Box 330708 2a29 S.W. 3rd Avenue
Miami, Florida 33233-0708 Suite 200
Miami, Florida 33i29
SUBCONTRACTOR
Florida Housing
Cooperative, Inc.
00,E S.W. %: Avenue
a.ji,-1-rida 33135
8) Titles- and paragraph headings are for convenient
reference and are not a part of this Agreement.
C) In the event of any conflict between the terms of this
Agreement and any terms or conditions contained in any attached
documents, the terms in this Agreement shall rule.
D) Should any provisions, paragraphs, sentences, words or
E
phrases contained in this Agreement be determined by a court of
competent jurisdiction to be invalid, illegal, or otherwise
( unenforceable under the laws of the State of Florida or the City
of Miami, such provisions, paragraphs, sentences, words or phrases
shall be deemed modified to the extent necessary in order to
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conform with such laws, or if not modifiable to conform with such
laws, then same shall be deemed severable, and in either event,
the remaining terms and provisions of this Agreement shall remain
unmodified and in full force and effect.
IX.
OWNERSHIP OF DOCUMENTS
All documents developed by GRANTEE and SUBCONTRACTOR under
this Agreement shall be delivered to CITY by said GRANTEE and
SUBCONTRACTOR upon completion of the service required pursuant to
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paragraph IV hereof and shad become the property of CITY, without
restriction or limitation on its use. GRANTEE and SUBCONTRACTOR
agrees that all documents maintained and generated pursuant to
this contractual relationship between CITY and GRANTEE and
SUBCONTRACTOR shall be subject to all provisions of the Public
Records Law, Chapter 119, Florida Statutes.
It is further understood by and between the parties that any
information, writings, maps, contract documents, reports or any
other matter whatsoever which is given by CITY to GRANTEE and
SUBCONTRACTOR pursuant to this Agreement shall at all times remain
the property of CITY and shall not be used by GRANTEE and
SUBCONTRACTOR for any other purposes whatsoever without the
written consent of CITY.
X.
NONDELE;ABILITY
The obligations undertaken by GRANTEE and SU3CO;1TRACTOR
pursuant to this agreement shall not be delegated or assigned to
any other person or firm unless CITY shall first consent in
writing to the performance or assignment of such service or any
part thereof by another person or firm.
XI.
AUDIT
RIGHTS
CITY reserves the right to audit the records of GRANTEE and
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SUBCONTRACTOR at any time during the performance of this Agreement
and for a period of one year after final payment is made under
this Agreement. '
XII.
AWARD OF AGREEMENT
GRANTEE and SUBCONTRACTOR warrants that it has not employed
or retained any person employed by CITY to solicit or secure this
Agreement and that it has not offered to pay, paid, or agreed to
pay any person employed by CITY any fee, commission, percentage,
brokerage fee, or gift of any kind contingent upon or resulting
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From the award of this Agreement.
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XIII.
ONST,RUCTIS4( OF ASREEMcE T
x
This Agreement shall be construed and entorded add6rdimg to
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the laws of the State of Florida.
XIV.
SUCCESSORS AND ASSIG`!S
This Agreement shall be binding upon the patAt es herein,
their heirs, executors, legal representatives successors, and
assigns.
XV.
INDEMNIFICATI�!N
GRANTEE and SUBCONTRACTOR shall indemnify and save CITY
harmless from and against any and all claims, liabilities, losses,
and causes of action which may arise out of GRANTEE and
SUBCONTRACTOR activities under this .agreement, including, all other
acts or omissions to act on the part of RANtTEE ar,3 SUBCONTRACTOR,
including any person acting for or on his/their behalf, and, from
and against any orders, judgments, or decrees which may be entered
and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claims, or in the
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investigation thereof.
XVI.
CONFLICT OF INTEREST
I A. GRANTEE and SUBCONTRACTOR covenants that no person under
its employ who presently exercises any function for
responsibilities in connection with this Agreement has any
personal financial interests, direct or indirect, with CITY.
GRANTEE and SUBCONTRACTOR further covenants that, in the
performance of this Agreement, no person having such conflicting
interest shall be employed. Any such interest on the part of
GRANTEE and SUBCONTRACTOR or its employees, must be disclosed in
writing to CITY.
B. GRANTEE and SUBCONTRACTOR is aware of the conflict of
interest laws of the City of Miami (City of Miami Code Chapter 2,
Article V), Dade County Florida (Dade County Code Section 2-11.1)
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and the State of Florida, and agrees that it shall fully comply in
all respects with the terms of said laws.
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85-724 _...
XVII.
INbEPENDENT CONTRACT:R
GRANTEE and SUBCONTRACTOR and its employees 8hd agents shall
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be deemed to be independent contractors, and not agents or
employees of City, and shall not attain any rights or benefits
under the Civil Service or Pension Ordinances of CITY, or any
rights generally aff:ardej classified or unclassified employees;
further its employees and agents s'' all not be deemed entitled to
Florida Workers' Compensation benefits as employees of the CITY.
XVIII.
TER` ATICI1 OF CONTRA —
A. CITY retains the right to terminate this Agreement at any
time prior to the completion of the services required pursuant to
Paragraph IV hereof without penalty to CITY. In that event,
notice of termination of this Agreement shall be in writing to
GRANTEE and •.,iho small be paid for those services
performed prior to the date of the receipt of the notice of
termination.
In
no case,
however,
will
CITY
pay
GRANTEE
and
SUBCONTRACTOR
an
amount in
excess of
the
total
sum
provided
by
this Agreement.
It is hereby understood by and between CITY and GRANTEE and
SUBCONTRACTOR that any payments made in accordance with this
Section to GRANTEE and SUBCONTRACTOR shall be made only if said
GRANTEE and SUBCONTRACTOR are not in default under the terms of
this Agreement. If GRANTEE and SUBCONTRACTOR are in default, then
CITY shall in no way be obligated and shall not pay to GRANTEE and
SUBCONTRACTOR any sum whatsoever.
B) If through any cause the SUBCONTRACTOR shall fail to
fulfill in timely and proper :Wanner its obligations under this
Agreement, or if the SUBCONTRACTOR shall violate any of the
covenants, agreements, or stipulations of this Agreement, GRANTEE
shall thereupon have the right to terminate this Agreement or
suspend payment in whole or part by giving written notice to the
SUBCONTRACTOR of such termination, or suspension of payment and
specifying the effective date thereof, at least five (5) working
days before the effective date of termination or suspension. If
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payments are w thheldy GRANTEE shall specify in writing the
actions that must be taken by the SUBCONTRACTOR as a condition
precedent to resumption of payments and shall specify a reasonable
date for compliance:
Sufficient cause for suspension of payments shall include:
1) Ineffective or improper use of CDBG funds;
2) Failure to comply with the work program or terms of this
Agreement;
Failure to submit reports as required; and
4) Submittal of materially incorrect or incomplete reports.
Notwithstanding the above, the SUBCONTRACTOR shall not be
relieved of liability to GRANTEE for damages sustained by GRANTEE
by virtue of any breach of the contract by the SUBCONTRACTOR and
GRANTEE may withold any payments to the SUBCONTRACTOR for the
purposes of set-off until such time as the exact amount of damages
due to the GRANTEE from the SUBCONTRACTOR is determined.
C) GRANTEE may terminate this Agreement at any time by
giving at least ten (10) working days notice in writing from
GRANTEE to the SUBCONTRACTOR.
D) In the event the grant to GRANTEE and SUBCONTRACTOR from
the DEPARTMENT under
Development Act of 1974
this Agreement shall be
Title I of the Housing and Community
(as amended) is suspended or terminated,
suspended or terminated effective on the
date the U. S. Department of HUD specifies. If this Agreement is
terminated due to the
subject to paragraph "B"
E. At any time
fault of the SUBCONTRACTOR it shall be
above.
during the term of this AGreement, the
SUBCONTRACTOR may at its option and for any reason, terminate this
Agreement upon ten (10) days prior written notice to the GRANTEE.
XIX.
NONDISCRIMINATION
GRANTEE and SUBCONTRACTOR agrees
discriminate as to race, sex, color, creed,
that it shall not
or national origin in
connection with its performance under this Agreement.
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1 XX .
MINORITY PROCUREMENT COMPLIANCE
GRANTEE and SUBCONTRACTOR acknowledge they have been
furnished a copy of Ordinance No. 9775, the Minority Procurement
Ordinance of the City of Miami, and agree to comply with all
applicable substantive and procedural provisions therein,
A' luding any amendments thereto.
XXI.
IN WITNESS WHEREOF, the
parties hereto have caused this
_
instrument to be executed by
the respective officials thereunto
duly authorized, this the day
and year first above written.
ATTEST:
CITY OF MIAMI, a municipal
=_
corporation of the State
of Florida
By
Ralph Ongie
Sergio Pereira
City Clerk
City Manager
ATTEST:
CODEC, Inc,
BY._. _
Corporate Secretary
Julio de Quesada
=-
Executive Director
(SEAL)
'
Florida Housing
Cooperative, Inc.
By
Corporate Secretary
Carlos Rodriguez
Quesada
President
(Seal)
APPROVED AS TO INSURANCE
APPROVED AS TO FORM AND
REQUIREMENTS:
CORRECTNESS:
85-7ti1_