HomeMy WebLinkAboutR-02-0277J-02-193
3/5/02
RESOLUTION NO. 02— 277
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A SUBLEASE AGREEMENT
("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED
FORM, WITH SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY FOR THE USE OF
1500 SQUARE FEET OF OFFICE SPACE ON THE FIRST
FLOOR LOCATED AT 915 NORTHWEST 1sT AVENUE,
MIAMI, FLORIDA, FOR THE OPERATION OF THE
DOWNTOWN NET OFFICE OR A POLICE MINI -STATION
FOR A TERM OF ONE YEAR, WITH THE OPTION TO
RENEW FOR FOUR ADDITIONAL ONE-YEAR PERIODS;
PROVIDING FOR AN ANNUAL AMOUNT OF RENT NOT TO
EXCEED $1.00, WITH ADDITIONAL TERMS AND
CONDITIONS AS MORE PARTICULARLY SET FORTH IN
THE AGREEMENT.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is authorized!/ to execute a
Sublease Agreement ("Agreement"), in substantially the attached
form, with Southeast Overtown/Pa.rk West Community Redevelopment
Agency for the use of 1500 square feet of office space on the
first floor located at 915 Northwest 1" Avenue, Miami, Florida,
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.
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CITY COMM4S ON
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MA,p 1 4 2002
Bosalutimn 1Yy.
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for the operation of the Downtown Net Office or a police
mini --station for a term of one year, with the option to renew for
four additional one --year periods; providing for an annual amount
of rent not to exceed $1.00, with additional terms and conditions
as more particularly set forth in the Agreement.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor./
PASSED AND ADOPTED this 14th
ATTEST:
w
PRISCILLA A. T MPS N
CITY CLERK _ i
APPROVE
OW,PRO VILARELLO
Y TTORNEY
44 : tr:1,E
day of March 2002.
NUEL A. DIAZ, MAY0'_'
AND CORRECTNESS e,,'
ai 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.
Page 2 of 2
02-- 277
SUBLEASE AGREEMENT
This Sublease Agreement ("Sublease") is made and entered into as of the 14th
day of February, 2002, by and between SOUTHEAST OVERTOWNIPARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the
State of Florida, whose address is 300 South Biscayne Boulevard Way, Suite 430,
Miami, Florida 33132 ("Sublessor") and CITY OF MIAMI, a municipal corporation
of the State of Florida, whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130
("Sublessee").
RECITALS
A. Sublessor and PARK PLACE ASSOCIATES LLC, a Florida limited
liability company ("Master Landlord") entered into that certain Lease Agreement
dated as of February 14, 2002 (the "Master Lease") covering certain premises (the
"Premises") of the building known as 915 N.W. 1st Avenue, Miami, Florida 33131. A
copy of the Master Lease is attached hereto as Exhibit "A" and hereby made a part
of this Sublease.
B. Sublessor wishes to sublease to Sublessee, and Sublessee desires to
sublease from Sublessor, the entire Premises.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Sublease, and intending to be legally bound, Sublessor and Sublessee agree as
follows:
1. Recitals. The foregoing Recitals are true and correct and are hereby
incorporated herein by reference.
2. Premises. Upon and subject to the terms, covenants and conditions
hereafter set forth, Sublessor hereby leases to Sublessee and Sublessee hereby
leases from Sublessor the entire Premises. The Premises are located within the
first floor (retail area) of an apartment building (the `Building').
3. Effective Date and Term. This Sublease shall become effective upon
full execution by Sublessor and the Sublessee (the "Effective Date"). The term of
this Sublease shall commence on the Effective Date and shall continue for a period
of one (1) year thereafter. Sublessee shall have the option to extend the term of this
Sublease for four (4) additional periods of one (1) year each (the "Renewal Term").
The option to extend shall be exercised automatically each year unless Sublessee
delivers written notice to Sublessor indicating that it intends not to exercise its
option to renew. The Renewal Term will be upon the same terms, covenants and
conditions contained in this Sublease.
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4. Rent. Sublessee agrees to pay to Sublessor without demand and
without setoff or deduction the annual rent amount of One and No1100 Dollars
($1.00).
5. Security. A security deposit is not required.
6. Permitted Use. Sublessee shall use and occupy the Premises for
administrative offices of the Downtown NET or for a police ministation and for no
other purpose whatsoever. Sublessee shall conduct its business in a manner
consistent with the standards of the Building; shall maintain the Premises in a neat
and clean condition; shall not interfere with the operation of the Building or the
parking facilities; shall not use the Premises for storage; shall not cause any waste
or damage to the Premises or the Building; and shall not allow any dangerous, toxic
or hazardous materials within the Premises.
7. Assignment and Subletting. Sublessee shall not assign this Sublease,
nor sublet the Premises, or any part thereof, nor use the same or any part thereof,
nor permit the same, or any part thereof, to be used for any other purpose than as
above stipulated, without the prior written consent of Sublessor and Master
Landlord being first had and obtained, which consent may be granted or withheld in
Sublessor and Master Landlord's sole discretion.
S. Sublessee's Personal Property. All personal property placed or moved
into the Premises shall be at the risk of Sublessee or owner thereof and Sublessor
and Master Landlord shall not be liable for any damage to said personal property,
or to Sublessee, arising from any cause whatsoever including, without limitation,
the bursting or leaking of any water pipes or from any act of negligence of Sublessor
or any other tenant or of any other person whomsoever.
9. Repairs and Maintenance. Sublessee will keep the Premises in a good
state of repair and will be responsible for all maintenance and repairs including, but
not limited to, the painting, maintenance and repairs to the interior of the Premises
including all windows, doors and openings, all electrical and plumbing systems and
all mixtures and other systems now or hereafter within the Premises. Furthermore,
Sublessee shall pay all costs incurred by Sublessor or Master Landlord for any
repairs to the Promises or the Building necessitated by the negligence or willful
misconduct of Sublessee or its employees, contractors, licensees, invitees or agents.
Master Landlord will be responsible to maintain the roof and structure of the
Building in a good and safe state of repair in accordance with the provisions of the
Master Lease.
10. Alterations. Sublessee shall make no alterations, additions,
installations, substitutions, improvements or decorations in or to the Premises
without the prior written consent of Sublessor and Master Landlord. All additions,
fixtures or improvements which may be made by Sublessee, except movable office
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furniture, shall become the property of Sublessor or Master Landlord and remain
upon the Premises as a part thereof and shall be surrendered with the Premises at
the expiration or termination of this Sublease; provided, however, if Sublessor or
Master Landlord requests that any such fixtures or improvements installed by
Sublessee be removed, Sublessee shall cause such removal to occur not later than
ten (10) days after expiration or termination of the Sublease and shall repair all
damage occasioned by such removal and shall restore the Premises to the condition
which existed prior to Sublessee's installation of such items.
11. Utilities. Sublessee shall pay when due all charges for electricity, air
conditioning, water, gas, cable, waste removal, telephone, and any and all other
utility charges incurred in the use of the Premises.
12. Insurance. Sublessor acknowledges that Sublessee is self-insured for
general liability, and that a certificate of insurance cannot be issued nor can
Sublessor be named as additional insured. Sublessee agrees to defend all claims
brought against Master Landlord, Sublessor or Sublessee due to Sublessee's use or
occupancy of the Premises or resulting from any act or omission of Sublessee, its
agents, contractors or employees; provided, however, that Sublessee's liability for
any such claims shall be to the extent of the immunities and limitations included
within Florida Statutes, Section 768.28.
13. Default.
(a) An event of default shall occur in the event Sublessee shall:
(i} vacate or abandon the Premises at any time during the
term of this Sublease, subject, however, to Section 14
below - Sublessee's Right to Terminate;
(ii) failure to pay rent due under this Sublease and such
failure continues after thirty (30) days' written notice has
been given to Sublessee by Sublessor,•'
(iii) the use of the Premises for any purpose other than as
permitted pursuant to Section 6 hereof,
(iv) any assignment or sublease of the Premises which is
made without Master Landlord and Sublessor's consent;
or
(v) breach of any other of the conditions, stipulations or
covenants by Sublessee under this Sublease or of the
Rules and Regulations, which continues for a period of
twenty (20) days after written notice of said default has
been given to Sublessee by Sublessor or Master Landlord.
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(b) In the event of any default of the Sublease by Sublessee, Sublessor
shall have all remedies available at law or in equity including, without limitation,
the right to terminate this Sublease without further notice.
14. Sublessee's Right to Terminate. Sublessee shall have the right at any
time to terminate this Sublease by giving Sublessor at least ten (10) days' notice.
Upon any such termination, this Sublease shall terminate as though the
termination were the date originally fixed as the end of the term.
15. Holdover. In the absence of any written agreement to the contrary, if
Sublessee should remain in occupancy of the Promises after the expiration or
termination of the Sublease Term, Sublessee shall be a tenant at sufferance and
Sublessor shall be entitled to all remedies available at law or in equity as to such
holdover.
16. Entry by Sublessor or Master Landlord. Sublessor or Master
Landlord, or any of their agents, shall have the right to enter the Premises during
all reasonable hours, to examine the same or to make such repairs, additions or
alterations as Sublessor or Master Landlord may doem necessary for the safety,
comfort or preservation thereof, or of the Building, or to exhibit the Premises or to
make any improvements within the Premises.
17. Condition of Demised Premises. Sublessee hereby accepts the
Premises in the condition in which the same exist as of the Effective Date of this
Sublease and agrees to maintain the Premises (and to return them to Sublessor
upon expiration or termination of this Sublease) in the same condition, order and
repair, excepting only reasonable wear and tear.
18. Destruction of Premises. In the event the Premises shall be destroyed
or so damaged by fire or other casualty during the term of this Sublease so that the
same shall be rendered untenantable, the rent due hereunder shall be abated, and
Master Landlord shall have the right to render the Premises tenantable by repairs
within ninety (90) days from the date of such destruction, or damage. If the
Premises are not rendered tenantable within said time, either party shall have the
right to cancel this Sublease by serving written notice by certified or registered
mail, return receipt requested, upon the other party, in which event the rent
payable hereunder shall abate as of the date of such fire or other casualty.
19. Waiver. The failure of Sublessor to insist upon the strict performance
of any of the conditions, covenants, terms or provisions of this Sublease, or to
exercise any option herein conferred, shall not be considered or construed as
waiving or relinquishing for the future any such conditions, covenants, terms,
provisions or options, but the same shall continue and remain in full force and
effect. The receipt of any sum paid by Sublessee to Sublessor after breach of any
condition, covenant, term or provision herein contained shall not be deemed a
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waiver of such breach, but shall be taken, considered and construed as payment for
use and occupation, and not as rent, unless such breach shall be expressly waived in
writing by Sublessor.
20. Quiet Enjoyment. Upon paying the rent herein reserved and
performing and observing all of the other terms, covenants and conditions of this
Sublease on Sublessee's part to be performed and observed hereunder, Sublessee
shall peaceably and quietly have, hold and enjoy the Premises during the term
hereof, subject, nevertheless, to the terms of this Sublease and to any mortgages,
ground or underlying leases, agreements and encumbrances to which this Sublease
is or may be subordinate.
21. Relocation. Sublessee recognizes and agrees that Master Landlord
may at any time(s), upon not less than thirty (30) days' prior written notice, relocate
Sublessee to other space of equal or greater size of Master Landlord's choosing
located on the ground floor of the Building; provided, however, if Master Landlord
exercises such right, Master Landlord shall pay for the reasonable costs to move
Sublessee's furniture, equipment and materials to the new substituted space.
22. Rules and Regulations. In addition to the covenants contained in this
Sublease, Master Landlord shall have the right from time to time during the term of
this Sublease to promulgate such reasonable rules and regulations deemed by it to
be necessary or desirable for the reasonable safety, care, cleanliness and orderly
management of the Premises and for the preservation of good order therein.
Sublessee shall comply with all such Rules and Regulations.
23. Notices. All notices or other communications which may be given
pursuant to this Sublease shall be in writing and shall be deemed properly served if
delivered by personal service or by certified mail addressed to the Sublessor and
Sublessee at the address indicated herein or as the same may be changed by written
notice from time to time. Such notice shall be deemed given on the day on which
personally served; or if by certified mail, on the fifth day after being posted or the
date of actual receipt, whichever is earlier:
If to Master Landlord:
Park Place Associates, LLC
Attn: Michael Friedman
Tel:
Fax:
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With copy to:
Tew Cardenas Rebak Kellogg Lehman
DeMaria Tague Raymond & Levine, L.L.P.
201 South Biscayne Boulevard
Suite 2600 Miami Center
Miami, Florida 33131
Attn: Brian Tague, P.A.
Tel: (305) 536-8480
Fax: (305) 536-1116
If to Sublessor:
Southeast Overtown/Park West Community
Redevelopment Agency
300 South Biscayne Boulevard Way
Suite 430
Miami, Florida 33132
Attn:
Tel:
Fax:
With a copy to:
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, Florida 33131
Attn: William R. Bloom
Tel: (305)789-7712
Fax: (305) 789-7613
If to Sublessee:
City of Miami
Office of City Manager
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
Attn: Carlos Gimenez
Tel: (305)416-1025
Fax:
With copy to:
City of Miami
Asset Management Department
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444 S.W. 2nd Avenue, 3rd Floor
Miami, Florida 33130
Attn: Laura Billberry
Tel: (305)416-1450
Fax: (305)416-2156
With copy to:
City Attorney
City of Miami
Asset Management Department
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130
Attn:
Tel:
Fax:
24. Partial Invalidity. if any provision of this Sublease or the application
thereof to any person or circumstances shall to any extent be held invalid, then the
remainder of this Sublease or the application of such provision to persons or
circumstances other than those as to which it is held invalid shall not be affected
thereby, and each provision of this Sublease shall be valid and enforced to the
fullest extent permitted by law.
25. Time of the Essence. Time shall be of the essence as to all of the terms
and provisions of this Sublease.
26. Subordination. Sublessee's rights hereunder shall be subject and
subordinate to any bona fide mortgage which shall now or hereafter encumber the
Premises and to all renewals, modifications, consolidations, replacements and
extensions thereof. The foregoing provision shall be self -operative but Sublessee
shall promptly upon request by Master Landlord or Sublessor execute such
confirmatory instruments as Master Landlord or Sublessor or its lender may
reasonably require to further confirm such subordinations.
27. Suns. Sublessee shall not exhibit, inscribe, paint or affix any sign,
advertisement, notice or other lettering on any part of the outside of the Premises or
the Building or inside the Premises if the same shall be visible from the outside,
without first obtaining Master Landlord and Sublessor's prior specific written
approval thereof. Sublessee further agrees to maintain each and every such sign,
lettering or the like as may be approved by Master Landlord and Sublessor in good
condition and repair at all times and to remove the same upon expiration or
termination of this Sublease and promptly repair all damages caused by such
removal.
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28. Court Costs and Attorneys' Fees. In the event that legal action is
taken by either party to enforce any of the provisions of this Sublease or with
respect to the Premises, the prevailing party shall be entitled to reasonable
attorney's fees at the trial level and at all levels of appeal in connection with any
such action.
29. Radon Gas. Radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of Radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding Radon and Radon testing may be obtained from your county health unit.
30. Compliance with Laws. Sublessee agrees to comply in every respect
with any and all federal, state, county and municipal laws, ordinances, rules,
regulations, orders and notices now or hereafter in force or issued which may be
applicable to the Premises or this Sublease, including Article V. Conflict of Interest,
of the City Code of the City of Miami. Sublessor agrees to comply in every respect
with any and all federal, state, county and municipal laws, ordinances, rules,
regulations, orders and notices now or hereafter in force with respect to Sublessor'
obligations hereunder, including Article V - Conflict of Interest City Code of the City
of Miami.
31, No Liens. Sublessee shall not allow any liens or encumbrances to be
filed against the Premises or the Building as a result of any act or omission of
Sublessee, its agents, contractors or employees. If any such liens or encumbrances
shall be filed, Sublessee shall promptly (and in any event within ten (10) days)
cause them to be satisfied or released of record or transferred to bond and released
from the Premises and Building.
Sublessor's interest in the Premises and the Building shall not be subject to
any lien for improvements to the Premises made by or for Sublessee, whether or not
any such improvements were made with the consent of Sublessor. Any such lien
shall attach solely to Sublessee's interest in the Premises.
32. Entire Agreement, Miscellaneous. This Sublease contains the entire
agreement between the parties hereto and may not be altered, modified or rescinded
except by subsequent agreement in writing signed by Sublessor and Sublessee with
the same formalities as applicable to this Sublease. No surrender of the Premises
or of the remainder of the term of this Sublease shall be deemed valid unless
accepted by Sublessor in writing. This Sublease and each of the terms, covenants,
conditions and provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties hereto and, subject to Section 7 hereof, their respective heirs,
executors, personal representatives, successors and assigns. Sublessee specifically
agrees to look to Master Landlord's interest in the Premises for sole recourse with
respect to any liability, it being understood that Master Landlord (its members or
8
employees) shall not be personally liable for any obligations with respect to this
Sublease or the Premises.
33. Master Lease.
(a) This Sublease is subject and subordinate to the Master Lease.
Neither Sublessee nor Sublessor shall cause a default under the Master Lease or
permit its employees, agents, contractors or invitees to cause a default under the
Master Lease.
(b) Sublessee agrees that Sublessor shall not be liable to Sublessee
for damages, delay or for any other claims which result from the breach by Master
Landlord under the Master Lease or due to the Master Landlord's failure to perform
under the Master Lease as and when contemplated thereby. In the event Sublessee
reasonably believes that Master Landlord is in default with respect to the
performance of any obligations or the provision of any services with respect to the
Premises, Sublessee shall give written notice thereof, in a timely fashion, to the
Master Landlord and Sublessor. Sublessor shall thereafter use diligent efforts to
require Master Landlord to comply with its obligations provided that Sublessee
shall pay all costs and expenses incurred in connection therewith. In any instance
where Sublessor has the right to enforce any rights or obligations against the
Master Landlord under the Master Lease due to a default or breach by the Master
Landlord of its obligations under the Master Lease, and if within a reasonable
period after Sublessee's request, Sublessor fails to enforce such rights or obligations,
then Sublessee shall have the right, after written notice to Sublessor, in the name of
Sublessee, or, if necessary, in the name of Sublessor, to enforce any such rights of
the Sublessor under the Master Lease. Any such action shall be at the sole expense
of Sublessee and any amounts recovered or paid as a result of such action shall be
Sublessee's sole property. Sublessor agrees to cooperate with Sublessee in
connection with any such action and shall execute any and all documents
reasonably required in furtherance of such action, all without cost or liability to
Sublessor.
(Signature Page Follows)
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IN WITNESS WHEREOF, each of the parties has caused this Sublease to be
executed in appropriate manner and their respective seals to be affixed on the day
and year first above written.
WITNESSES: SUBLESSOR:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a body corporate and politic of the
Print Name: State of Florida
Print Name: By:
Name:
Title:
Approved for Legal Sufficiency
Holland & Knight LLP, Special Counsel
Print Name:
Print Name:
ATTEST:
SYLVIA SCHEIDER
Acting City Clerk
SUBLESSEE:
CITY OF MIAMI, a municipal corporation of
the State of Florida
Rv:
Name: Carlos A. Gimenez
Title: City Manager
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APPROVED AS INSURANCE
REQUIREMENTS:
SUE WELLER, Acting Director
Risk Management Division
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VTLARELLO
City Attorney
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CITY OF MIAMI, FLORIDA 'b CA=1 4
INTER -OFFICE MEMORANDUM
TO: Honorable Mayor and Members
of the City Commission
� .�iy
FROM : 2hr Ls A. �Gi me n e �
City Manager
RECOMMENDATION
DATE: FEB 216 230/2 FILE:
SUBJECT: Resolution Authorizing
Execution of Sublease
Agreement with CRA
REFERENCES:
ENCLOSURES: March 14, 2002
Commission Agenda
The administration recommends that the Miami City Commission adopt the attached
Resolution authorizing the City Manager to execute a Sublease Agreement, in
substantially the attached form (the "Agreement"), between the City of Miami (the
"Sublessee") and the Southeast Overtown/Park West Community Redevelopment
Agency, "CRA" (the "Sublessor") for the leasing of 1,500 square feet of office space on
the first floor of the property located at 915 NW 1 Avenue, Miami, Florida (the
"Premises"). The Agreement is for the purpose of providing office space for the
Downtown NET office or a police mini -station. The Agreement will be for a period of
one year with four additional periods of one year each with an annual fee of $1.00 plus
Florida Sales Tax, if applicable.
BACKGROUND
The CRA sold the property located at 915 NW 1 Avenue, Miami, Florida, to Park Place
Associates, LLC. As partial consideration for this sale, Park Place agreed to leaseback to
the CRA 1,500 square feet of space for a five year period with an annual rent of $1.00.
The CRA, in turn, has agreed to sublease this space to the City for operation of the
Downtown NET office or a police ministation.
Highlights of the Agreement are as follows:
Master Landlord: Park Place Associates, LLC
Sublessor: CRA
Sublessee: City of Miami
Effective Date: Upon execution by the parties
02- 2'7'7
Honorable Mayor and Members
Of the City Commission
Page 2
Term: One year with option to renew for 4 additional one-year
periods which options shall be exercised automatically each
year unless Sublessee delivers written notice to Sublessor
indicating its intent not to renew.
Sublease Premises: 1,500 square feet located on the first floor of the property
located at 915 N.W. 1 st Avenue, Miami, FL
Use: Office space for Downtown NET office or police
ministation
Rent: Annual rent of $1.00
Security Deposit: None
Right to Terminate: Lessee may terminate with or without cause upon providing
10 days notice
Utilities: Paid by Sublessee
Maintenance and
Repairs: Sublessee will be responsible for maintenance and repairs
to the interior of the Premises including windows, doors
and openings, all electrical and plumbing systems and all
fixtures within the Premises.
The Master Landlord shall be responsible for the roof and
structure of the building.
CAG/D4/Lgf Cover Memo for RESO
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