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HomeMy WebLinkAboutCity Deed 2THIS INSTRUMENT PREPARED BY CITY OF MIAMI CITY ATTORNEY'S OFFICE MIAMI RIVERSIDE CENTER SUITE 945 444 S, W. 2ND AVENUE MIAMI, FLORIDA 33130-1910 Tax Folio # 01-3114-038-0050 Space Above This Line For Recording Data CITY DEED CFN 2007RO997400 OR Ek 25485 Pss 3444 - 35041 (11p9s) RECORDED 10/12/2007 14:18:18 DEED DOC TAX 0.60 HARVEY RUVIHr CLERK OF COURT MIAMI-DADE COUHTYr FLORIDA THIS DEED made this Jrd day of 0ef cher' , 2007, between the CITY OF MIAMI, a municipal corporation of the State of Florida, of 444 S.W. 2nd Avenue, Miami; Florida 33130, called (the "City") and Progressive Vision Community Development Corporation, Inc., a not- for-profit corporation with offices at 740 NW 68th Street, Miami, Florida 33127, hereinafter called (the "Grantee"). WITNESS: That the City for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by the Grantee, receipt of which is hereby acknowledged has granted; bargained and sold to the Grantee, its heirs and its assigns, subject to the right of reverter set forth below, the land lying and being in Dade County, Florida: 779 N.W. 57th Street, Miami, Fla. Lot 7, Block 1 of PINE HIGHLANDS, according to the Plat thereof, as recorded in Plat Book 17, at Page 20, of the Public Records of Miami - Dade County, Florida, hereinafter referred as the "Property". This Deed conveys only the interests of the City in the Property described herein, and shall not warrant title thereto: This Deed is made and executed upon, and is subject to, the following conditions, restrictions and covenants, which are part of the consideration for the Property conveyed and are taken and construed as running with the land: 1. The Grantee and Grantee's successors agree, that the Property for a period of fifteen (15) years, shall only be used to provide three (3) owner occupied town homes for individuals and/or families 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, and shall be subject to the covenants set forth hereunder. . 2. Grantee shall commence promptly the construction of three (3) town homes (the "Improvements") and shall continue diligently with the construction of the Improvements to completion: provided that, in any event, construction shall commence within twelve (12) months from the date of this Deed, and shall be complete no later than twenty-four (24) months from the date of this Deed. 3. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, not to discriminate upon the basis of race, color, religion, marital status, sex or national origin in the sale of the Property, or any Improvements erected or to be erected thereon or on any part thereof. Book25985/Page3494 CFN#20070997400 Page 1 of 11 4. The Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, to pay the real estate taxes or assessments on the Property or any part thereof when due. In the event that the Property is ever declared to be "immune" or "exempt" from the payment of ad - valorem taxes, the Grantee and Grantee's beneficiaries agree, for themselves and any successor in interest, to pay to the City an annual payment which shall be in an amount equal to the amount the City would have received as ad valorem taxes based on the, valuation method employed by the county property appraiser pursuant to Chapter 193 Florida Statutes, (2002), as amended from time to time. 5. Grantee and its successors shall not suffer any levy or attachment to be made, or any material or mechanic's lien, or any unauthorized encumbrance or lien to attach to the Property, except: a) Any mortgage(s) in favor of any institutional lender for the purpose of financing any hard costs or soft costs relating to the construction of the Improvements in an amount(s) not to exceed the value of the Improvements as determined by a certified real estate appraiser; b) Any mortgage(s) in favor of any institutional lender refinancing any mortgage of the character described in clause (a) hereof, in an amount(s) not to exceed the value of the Improvements as determined by an appraiser. The recordation, together with any mortgage.purporting to meet the requirements of clauses (a) or (b) above, of a statement of value by a certified real estate appraiser, stating the value of the Improve{nents is equal to or greater than the amounts of such mortgage(s), shall constitute conclusive evidence that such mortgage meets such requirements. For purposes of this paragraph an "institutional lender" shall mean any bank, savings and loan association, insurance company, foundation or other charitable entity, real estate or mortgage investment trust, pension funds, the Federal National Mortgage Association, agency of the United States Government or other governmental agency. In any event, the term "Institutional Lender" shall be deemed to include Miami -Dade County, the City and their respective successors and assigns. 6. Grantee shall not transfer the Property or any part thereof without the prior, written consent of the City Manager, and shall not change the ownership or distribution of the stock of the Grantee or with respect to the identity of the parties in control of the Grantee or the degree thereof. Notwithstanding this provision, the Grantor acknowledges and consents to the Grantee's intent to sell the improved property to very low, low and/or moderate income families and/or individuals. The restrictions, conditions and covenants set forth in Sections 1 through 6 of this Deed shall be deemed covenants running with the land and shall be binding to the fullest extent permitted by law and equity, and enforceable by, for the benefit and in favor of, the Grantor. The Grantor shall have the right to exercise all the rights and remedies; and to maintain any and all actions or suits at law or in equity, as it deems appropriate to enforce the foregoing restrictions, conditions and covenants, or to cure any breach thereof. The restrictions, conditions and covenants set forth in Sections 1 through 6 of this Deed shall be.binding for a period of fifteen (15) years, at which time, the property is no longer subject to the restrictions, conditions and covenants contained in this Deed. In the event the Grantee or its successors shall violate or otherwise fail to comply with any of the restrictions, conditions and covenants set forth in this Deed, the Grantee or its successors shall correct or cure the default/violation within thirty (30) days of notification of the default by the Grantor (the "Cure Period"), If Grantee or its successors fails to remedy the default within the Cure Period, the Grantor shall have the right to reenter and take possession of the Property or any portion of the Property. It is the intent of this conveyance that it is made upon a condition subsequent and, in the event of any default, failure or violation of any such condition which is not cured within the OA Book25985/Page3495 CFN#20070997400 Page 2 of 11 Cure Period, the City Commission at its option may pass and adopt a resolution declaring that the title and all the rights and interest of the Grantee or its successors in the Property revert to the Grantor, provided, however, that such right of reverter shall be subject to and limited by, and shall not defeat, render invalid, or limit in any way the lien of any valid mortgage permitted by this Deed. IN WITNESS WHEREOF, the Grantor has caused this City Deed to be executed the day and year first above written. ATTEST: P ISCILLA A. THOMPS N, 9--J-o•% CITY CLERK C1Wf-0)j1LA.M1, A MUNICIPAL CORPORATION OF ATE OF FLORIDA PEDRO G. RNANDEZ, CITY MANAGER APPROVED AS TO FORM AND CORRECTNESS: STATE OF FLORIDA ) ) SS COUNTY OF DADE ) Thfgregoing instrument was acknowledged before me this 090 day of Q►�✓ 2007 by .Pedro G. Hernandez as City Manager of CITY OF MIAMI, a municipal corporation of the State of Florida, who is personally .known to me or who has produced as identification a who did/did not take an oath. NOTARY PUBUMATE OFFiARMA N...0 " Ofelia E. Perez Commission#VD701412 ttary ame: C uOED THRU AAT Mira sONDDixc as alc ublic My Commission Expires: The foregoing conveyance was approved pursuant to Resolution Nos. 05-0347 & 07-0192 & 07-0372 of the City Commission of the City of Miami, Miami -Dade County, Florida, passed and adopted on May 26, 2005, April 12, 2007 and June 28, 2007, respectively. A copy of Resolution Nos. 05-0347, 07- 0192 and 07-0372 are attached hereto as Exhibit "A". D E EDProgressiveV ision. doc Book25985/Page3496 CFN#20070997400 Page 3 of 11 File Number: 05-00443 Exhibit "A" City of Miami Certified Copy city Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Humber: R-05-0347 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO DECLARE SURPLUS THE. CITY -OWNED REAL PROPERTY LOCATED AT 779 NORTHWEST 57TH STREET, MIAMI, FLORIDA ("PROPERTY"), AS MORE PARTICULARLY DESCRIBED IN "EXHIBIT A," ATTACHED AND INCORPORATED; AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, FOR THE SALE OF THE PROPERTY TO PROGRESSIVE VISION COMMUNITY DEVELOPMENT CORPORATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION TO UNDERTAKE THE DEVELOPMENT OF FOUR (4) CONDOMINIUM UNITS, AFFORDABLE TO VERY LOW, LOW AND/OR MODERATE -INCOME FAMILIES AND/OR INDIVIDUALS; FURTHER AUTHORIZING THE CITY MANAGER TO CONSUMMATE SUCH TRANSACTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT AND ANY AMENDMENTS THERETO, AS MAY BE NECESSARY TO CONSUMMATE SUCH SALE IN AN EXPEDITIOUS MANNER. WHEREAS, the City of Miami ("City") has a severe shortage of housing within the affordability range of families and individuals of very low, low and moderate -income; and WHEREAS, the City recognizes that the partnership of the public and private sector is necessary to foster the development of housing affordable to very low, low and moderate -income families and individuals within the City; and WHEREAS, on April 6, 2004, Progressive Vision Community Development Corporation, Inc.; a not-for-profit corporation, ("Purchaser") requested that the City donate a vacant City -owned parcel located in the Model City area ("Property"); and WHEREAS, the donation of land would allow Purchaser to proffer any savings in total cost of the residence to the homebuyer because the land is acquired without cost; and WHEREAS, currently the Property sits vacant, representing a maintenance cost and liability to the City, and does not generate ad valorem taxes; and WHEREAS, Section 29B of the City Charter exemptsaffordable housing developments from the competitive bidding requirements; and WHEREAS, the City agrees to convey the Property to the Purchaser on the condition that the Property shall only be used to provide (4) condominium units to be occupied by individuals and/or families within the economic affordability range of very low, low and/or moderate income families and/or individuals, based on criteria established byfederal and/or state law or by the City Commission; and City of Miami Page 1 of 3 R-05-0347 Book25985/Page3497 CFN#20070997400 Page 4 of 11 File Number: 05-00443 Enactment Number: R-05-0347 WHEREAS, in an effort to promote the development of new affordable housing within the City, the Administration recommends the conveyance of the Property to the Purchaser for the development of (4) condominium units, subject to the provisions contained in the attached Purchase and Sale Agreement ("Agreement') and the following conditions: 1) Purchaser shall furnish to the City evidence that it has the funds necessary to construct the improvements; 2) Purchaser shall furnish evidence that it has secured buyers for the improved Property who satisfy the applicable affordable housing requirements; 3) Purchaser shall submit a copy of the construction contract for construction of the improvements and 4) Purchaser shall furnish evidence that it is ready to commence construction within twelve (12) months from the date of the conveyance and shall continue diligently with the construction of the Improvements to completion within twenty-four (24) months from the date of the closing; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized{1} to declare the City -owned real property located at 779 Northwest 57th Street, Miami, Florida, ("Property"), as more particularly described in "Exhibit A," attached and incorporated, as surplus. Section 3. The City Manager is authorized(l) to execute an Agreement, in substantially the attached form, for the sale of the Property to the Purchaser to undertake the development of four (4), condominium units, affordable to very low, low and/or moderate -income families and/or individuals and to consummate such transaction in accordance with the terms and conditions of the Agreement, and any amendments thereto, as may be necessary in order to effect such sale in an expeditious manner. Section 4. The City does not warrant the sufficiency of its title nor any interest it may have in the Property, nor does it make any covenant whatsoever as to the Property, which is being conveyed to Purchaser "AS IS" and which Property, Purchaser accepts "AS IS." Section 5. Purchaser shall pay any and all expenses existing at this time and incurred in the future relating to the Property, including, but not limited to, all costs involved in the conveyance of title, all recording fees, documentary stamp taxes and any other fees, taxes or charges upon the Property, as may exist at this time and from this day forth in the future. Section 6. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Date: MAY 26, 2005. City of Miami Page 2 of 3 R-05-0347 Book25985/Page3498 CFN#20070997400 Page 5 of 11 File'Number: 05-00443 Enactment Number: R-05-0347 Date: MAY 26, 2005 Mover: COMMISSIONER ALLEN Seconder: COMMISSIONER WINTON Vote: AYES: 4 - COMMISSIONER GONZALEZ, WINTON, SANCHEZ AND ALLEN ABSENT: 1 - COMMISSIONER REGALADO Action: ADOPTED Date: JUNE 1, 2005 Action: SIGNED BY THE MAYOR 1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-05-0347, with attachments, passed by the City Commission on 512612005. September 05, 2007 City Clerk, DeputyClerk (for P. A. Thompson, Date Certified 'City Clerk) (1) The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those. prescribed by applicable City Charter and Code provisions. (2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 3 of 3 R-05-0347 Book25985/Page3499 CFN#20070997400 Page 6 of 11 File Number: 07-00465 City of Miami Certified Copy city Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Number: R-07-0192 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), RATIFYING THE CITY MANAGER'S EXECUTION OF THE FIRST AMENDMENT, IN THE ATTACHED FORM, TO THE AGREEMENT FOR PURCHASE AND SALE , OF CITY -OWNED REAL PROPERTY LOCATED AT 779 NORTHWEST 57TH STREET, MIAMI FLORIDA, BETWEEN THE CITY OF MIAMI AND PROGRESSIVE VISION COMMUNITY DEVELOPMENT CORPORATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION, TO PROVIDE FOR: (1) A THREE (3) MONTH 'EXTENSION TO SATISFY THE CONDITIONS PRECEDENT; AND (2) MODIFICATION OF THE UNIT COUNT AND TYPE 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 FORTH IN SAID FIRST AMENDMENT. WHEREAS, the City of Miami ("City") is the owner of certain real property located at 779 Northwest 57th Street, Miami, Florida ("Property"); and WHEREAS, the City has a severe shortage of housing within the affordability range of families and individuals of very low, low and moderate -income; and WHEREAS, the City declared the property surplus and authorized an Agreement for Purchase and Sale ("Agreement") under Resolution No. 05-0347, adopted May 26, 2005; and WHEREAS, the Agreement, which was executed on March 29, 2006.("Effective Date"), has certain conditions precedent that must be met within 12 months of the Effective Date of the Agreement; and WHEREAS, Progressive Vision Community Development Corporation, Inc., a Florida not-for-profit corporation, ("Purchaser") requires an additional three (3) months to comply with the conditions precedent and has requested that it be permitted to build three (3) townhouse units, rather than four (4) condominium units; and WHEREAS, the deadline for satisfaction of the conditions precedent expired on March 30, 2007 and the City Manager executed the attached amendment, subject to City Commission ratification, to prevent the expiration of the Agreement; and WHEREAS, the City Commission determined it to be in the best interest of the City to ratify the execution of the attached amendment to extend the date for meeting the conditions precedent by ninety (90) days and modify the unit count and type of housing; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully City of Miami Page .l of 2 R-07-0192 Book25985/Page3500 CFN#20070997400 Page 7 of 11 File Number: 07-00465 Enactment Number: R-07-0192 Section 2. The City Manager's execution of the First Amendment{1 }, in the attached form, to the Agreement, of the Property, between the City and the Purchaser, to provide for: (1) a three (3) month extension to satisfy the conditions precedent; and (2) modification of the unit count and type 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 forth in said First Amendment, is ratified. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Date: APRIL 12, 2007 Mover: VICE-CHAIRMAN SANCHEZ Seconder: COMMISSIONER SPENCE-JONES Vote: AYES: 5 - COMMISSIONER.GONZALEZ, SARNOFF, SANCHEZ, REGALADO AND SPENCE-JONES Action: ADOPTED Date: APRIL 27, 2007 Action: SIGNED BY THE MAYOR I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-07-0192, with attachment, passed by the City Commission on 4/1212007. City Clerk, D uty Clerk for P. A. Thompson, City Clerk) September 05, 2007 Date Certified {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 R-07-0192 Book25985/Page3501 CFN#20070997400 Page 8 of 11 1A�. City of Miami Certified Copy .co,t•iP ' File Number: 07-00892 city Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Number: R-07-0372 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE THE SECOND AMENDMENT AND CONSENT TO ASSIGNMENT OF PURCHASE AND SALE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, OF THE CITY OF MIAMI ("CITY") OWNED REAL PROPERTY LOCATED AT 779 NORTHWEST 57TH STREET, MIAMI FLORIDA, BETWEEN THE CITY AND PROGRESSIVE VISION COMMUNITY DEVELOPMENT CORPORATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION ("PROGRESSIVE"), TO: (1) AUTHORIZE THE ASSIGNMENT OF PROGRESSIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT TO A NEW ENTITY, WHOSE MEMBERS SHALL BE SOLELY PROGRESSIVE, AND PALMETTO HOMES OF MIAMI, INC., IN ORDER TO COMPLY WITH THE FINANCING REQUIREMENTS SET FORTH IN THE LOAN COMMITMENT DATED JUNE 14, 2007, FROM GIBRALTAR PRIVATE BANK & TRUST COMPANY, AND (2) EXTEND THE DEADLINE FOR SATISFACTION OF CONDITIONS PRECEDENT BY A PERIOD OF SEVENTY (70) DAYS, EXPIRING ON SEPTEMBER 7, 2007, WITH THE TERMS AND CONDITIONS MORE PARTICULARLY SET FORTH IN SAID SECOND AMENDMENT. WHEREAS, the City of Miami ("City") is the owner of certain real property located at 779 Northwest 57th Street, Miami, Florida ("Property"); and WHEREAS, the City has a severe shortage of housing within the affordability range of families and individuals of very low, low and moderate -income; and WHEREAS, the City declared the property surplus and authorized the execution of an Agreement for Purchase and Sale ("Agreement") with. Progressive Vision Community Development Corporation, Inc. ("Progressive"), pursuant to Resolution No. 05-0347, adopted May 26, 2005; and WHEREAS, pursuant to Resolution No, 07-0192, adopted April 12, 2007 the City Commission authorized the City Manager to execute a First Amendment to the Agreement 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; and WHEREAS, on June 22, 2007, Progressive requested the City's consent to: (1) a seventy (70) days extension of the period in which to satisfy the conditions precedent, and (2) the assignment of the Agreement by Purchaser to a new entity that will have, as its sole members Progressive and Palmetto Homes of Miami, Inc.; and WHEREAS, Progressive has represented to the City that it needs the City's consent to the aforementioned requests in order to receive construction financing pursuant to the loan commitment dated June 14, 2007 from Gibraltar Private Bank and Trust Company ("Loan Commitment"); and City of Miami Page I of R-07-0372 Book25985/Page3502 CFN#20070997400 Page 9 of 11 File Number: 07-00892 Enactment Number: R-07-0372 WHEREAS, it is in the best interest of the City to extend the date for closing by seventy (70) days, expiring September 7, 2007, and to grant the purchaser the ability to assign the Agreement to. the new entity, as required by the Loan Commitment, in order for the purchaser to obtain the construction financing; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section.. Section 2. The City Manager is authorized{1} to execute the Second Amendment to the Agreement, of the City -owned real Property, between the City and Progressive, in substantially the attached form, to: (1) authorize the assignment of Progressive's rights and obligations under the Agreement to a new entity, whose members shall be solely Progressive, and Palmetto Homes of Miami, Inc., in order to comply with the financing requirements set forth in the Loan Commitment, and (2) extend the deadline for satisfaction of conditions precedent by a period of seventy (70) days, expiring on September 7, 2007, with the terms and conditions more particularly set forth in said Second Amendment. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Date: JUNE 28, 2007 Mover: COMMISSIONER REGALADO Seconder: VICE-CHAIRMAN SANCHEZ Vote: AYES: 4 - COMMISSIONER GONZALEZ, SARNOFF, SANCHEZ AND REGALADO ABSENT: 1 - COMMISSIONER SPENCE-JONES Action: ADOPTED Date: JULY 10, 2007 Action: SIGNED BY THE MAYOR City of Miami Page 2 of 3 R-07-0372 Book25985/Page3503 CFN#20070997400 Page 10 of 11 File Nqmber: 07-00892 Enactment Number: R-07-0372 I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-07-0372, with attachment, passed by the City Commission on 6/28/2007. September 06, 2007 City Clerk, D uty Clerk (for P. A. Thompson, Date Certified City Clerk) {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Co1f mission. City of Miami Page 3 of 3 R-07-0.372 Book25985/Page3504 CFN#20070997400 Page 11 of 11 13 i1