RESOLUTION 89-19649 ,1
l^
RESOLUTION NO. 89-19649
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING THE
LEASE AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND THE UNIVERSITY OF MIAMI AND
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE LEASE AGREEMENT ON BEHALF OF THE
CITY FOR USE OF HISTORIC CITY HALL AS AN
EDUCATIONAL CENTER AND CLASSROOM FACILITY
WHEREAS, the City of Miami Beach is the owner of a certain
parcel of land and certain facilities at 1130 Washington Avenue,
Miami Beach, Florida 32139, known as the "Historic City Hall" and
the University of Miami desires to use the property for an
educational center and classroom facility; and,
WHEREAS, the City of Miami Beach desires to promote
educational programs and promote use of the facility; and,
WHEREAS, the proposed use of the property as a educational
center and classroom facility would provide an important
educational component to the City of Miami Beach; and,
WHEREAS, the City of Miami Beach desires to actively
participate in providing such facilities in the City of Miami
Beach.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the City of Miami Beach City
Commission hereby approves the Lease Agreement with the University
of Miami and authorizes the Mayor and City Clerk to execute the
Lease Agreement.
PASSED and ADOPTED this 21st day of June , 1989.
.,ALAO
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ATTEST:
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CITY CL RK
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FORM APPROVED
LEGAL DEPARTMENT
Date: OV:?/7
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this 23rd day
of June , , by and between the CITY OF MIAMI
BEACH, a Florida municipal corporation, Lessor (hereinafter
referred to as "City") , and the UNIVERSITY OF MIAMI, a Florida non-
profit
on-profit corporation (hereinafter referred to as "Lessee") :
WITNESSET H:
WHEREAS, the City of Miami Beach is the owner of a
certain parcel of land and certain facilities at 1130 Washington
Avenue, Miami Beach, Florida, 33139 known as the "Historic City
Hall" and the Lessee desires to use the property for an educational
center and classroom facility; and
WHEREAS, the City desires to promote educational programs
and promote use of the facility; and
WHEREAS, the proposed use of the property as a
educational center and classroom facility would provide an
important educational component to the City of Miami Beach; and
WHEREAS, the City of Miami Beach desires to actively
participate in providing such facilities in the City of Miami
Beach;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter contained, the parties herein covenant and agree as
follows:
1. Description of Premises - The City does hereby lease
to the Lessee, the premises described as follows:
A. Floors 3 , 4, 5 and 6 and the South Wing of the
ground floor of the facility known as "Historic City Hall" located
at 1130 Washington Avenue, Miami Beach, Florida, 33139, as shown
on Composite Exhibit "A" attached hereto, hereinafter referred to
as the "Leased Premises" .
B. Lessor shall provide to Lessee at no charge, a
maximum of ten (10) parking permits issued for the use of
University employees on a space-available basis in the Municipal
Parking Garage adjacent to "Historic City Hall" .
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Such space leased to Lessee by Lessor shall be in its current
as is condition. Lessee has examined the space and accepts the
premises in its as is condition after the certificate of occupancy
is issued.
2 . Term - The term of this lease shall be for a period
of ten (10) years commencing on the date a certificate of occupancy
is issued for the Leased Premises; provided that Lessor shall
obtain such certificate of occupancy no later than December 31,
1989 . The Lessee shall have an additional ten (10) year option
upon notification to Lessor of not less than 90 days prior to the
end of the initial lease term. Conditions of the additional ten
(10) years will be negotiated at time of option notification.
3 . Termination - Lessee shall have the right to
terminate this Agreement at the end of the third year provided that
Lessee fails to reach a "break-even" point (direct costs + 25%
direct costs = break-even) in at least one of the first three
years. Lessee shall give Lessor 90 days written notice of its
intent to terminate this agreement. Lessor shall have the right
to fund any deficits in the fourth and fifth year in order for the
program to remain in operation. In addition, after the fifth year,
the Lessee shall have the right to terminate this Ageement
following any year in which Lessee fails to reach a break-even
point.
4 . Audit - Lessee shall make available to Lessor, upon
request, all records and books related this Agreement for
examination thereof for the purpose of an audit to be performed by
an auditor designated by Lessor. Lessee shall inform all entities
or agents retained by it to provide services in connection with
Lessee's Lease of Lessor's premises pursuant to this Agreement,
that they must also agree to the aforesaid provision relating to
audit upon request of Lessor.
5. Use and Possession of Leased Premises - The Leased
Premises shall be used by the Lessee as a multiple use educational
center including but not limited to conferences, lectures and
meetings. It is understood and agreed that the Premises shall be
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used by the Lessee during the term of this Lease only for the above
purposes, and for no other purposes or uses whatsoever. Lessee
will not make or permit any use of the premises which, directly or
indirectly, is forbidden by public law, ordinance or government
regulation or which may be dangerous to life, limb or property.
Lessee may not commit waste on the premises, use the premises for
any illegal purpose, or commit a nuisance on the premises. In the
event that the Lessee uses the premises for any purposes not
expressly permitted herein and the Lessee does not discontinue such
use within twenty-four (24) hours after notice from the Lessor, to
the Office of the Assistant Vice President for Business Affairs
pursuant to paragraph 17, then the Lessor may terminate the Lease
without further notice to Lessee, or restrain such improper use by
injunction or other legal action.
6. Utilities and Telephone - The Lessee, during the
term of said Lease shall pay all costs incurred for all utilities,
including but not limited to water, gas and electricity to the
Leased Premises as measured by the meters measuring consumption in
the Leased Premises. The Lessee, during the term of said lease,
shall pay all costs incurred for telephone usage. Lessee shall
also pay to Lessor on a monthly basis Lessor's costs of chilled
water for air conditioning consumed by Lessee, as measured by the
meter located on each floor of the Leased premises. "Lessor's
Costs" shall include all reasonable costs of Lessor for generating
the chilled water, including but not limited to costs of
maintenance and general overhead.
7 . Lessor's Right of Entry - The Lessor, or its
authorized agent or agents, shall have the right to enter upon the
Leased Premises at all reasonable times for the purpose of
inspecting the same, preventing waste, making such repairs as the
Lessor may consider necessary and for the purpose of preventing
fire, theft or vandalism. Nothing herein shall imply any duty on
the part of the Lessor to do any work which under any provisions
of this Lease the Lessee may be required to perform, and the
performance thereof by the Lessor shall not constitute a waiver of
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the Lessee's default.
If the Lessee shall not be personally present to open
and permit entry into the leased space at any time, the Lessor, or
its agents, may enter the Leased Premises by master key, or may
forcibly enter the leased space under any reasonable circumstance,
without rendering the Lessor or such agents liable therefor (if
during such entry the Lessor or its agent or agents shall accord
reasonable care to the Lessee's property) , and without in any
manner affecting the obligations and covenants of this Lease.
In the event Lessee changes the locks to the Lease
Premises, Lessee shall furnish to the Police and Court Facility
Building Engineer duplicate keys to said locks at the time of their
installation or on the following business day.
8. Improvements - All permanent (fixed) improvements
to the Leased Premises or any other improvements or furnishings
installed by Lessor shall remain the property of the Lessor upon
termination of the Lease. Upon the lawful termination of the
lease, all personal property and trade fixtures installed by the
Lessee may be removed by the Lessee from the premises without
damage to the premises.
Lessee will permit no liens to attach to the Leased Premises
arising from, connected with or related to the construction of the
improvements by Lessee, if any. Moreover, such construction shall
be accomplished through the use of licensed, reputable contractors
who are acceptable to Lessor.
9. Rent - In consideration for Lessor leasing the
Leased Premises to Lessee, Lessee shall pay to Lessor without
demand the sum of One ($1) Dollar per year for the term of the
Lease. In addition, the Lessee shall reimburse the City for
construction costs, not to exceed $275, 000, associated with the
renovation of the Leased Premises, to the extent it has received
donations for this purpose in excess of $150, 000 plus the costs
expended by the Lessee for furniture, fixtures, and equipment.
Prior to the reimbursement of construction costs, donations will
be applied as follows: First, $150, 000 for the marketing and
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staffing of the program; Second, in an amount not to exceed,
$100, 000 for furntiure, fixtures and equipment; Third,
reimbursement of construction costs in an amount not to exceed
$275, 000. Said reimbursement to be funded solely from donations
to the University of Miami for the Miami Beach Program. In no
event shall the foregoing reimbursement procedure require the City
to pay for furniture, fixtures and equipment.
10. Security - Provided that the current tenants agree
to amend their leases to provide for payment of security costs
based on square footage as provided below, the Lessor will provide
one security officer acceptable to Lessee between the hours of 3 :30
P.M. - 11: 30 P.M. Lessee shall pay its pro-rata share of the costs
for security and any costs necessary to construct a security guard
station, install time clock and any other cost necessary to
establish a security system or such other mutually acceptable
hours.
11. Insurance - As additional consideration by Lessee
herein, Lessee shall, at its own expense, comply with all of the
following insurance requirements of the Lessor. It is agreed by
the parties that the Lessee shall not occupy the premises until
proof of the following insurance coverage has been furnished to
the Lessor.
(a) Commercial General Liability in the amount of $1, 000, 000.00
Single Limit Bodily Injury and Property Damage Coverage for each
occurrence. Contractual Liability, coverage is to be included.
(b) Workers' compensation and employers' liability coverage within
the statutory limits of the State of Florida.
(c) The insurance must be furnished by an insurance company rated
B+VI or better, or its equivalent according to Best's Guide Rating
Book, or such other rating as may be approved by the City's Risk
Manager.
(d) Thirty days prior written notice of cancellation of any
coverage must be given by the Lessee to City of Miami Beach c/o
City of Miami Beach, Risk Management Division, 1700 Convention
Center Drive, Miami Beach, Florida, 33139. Proof of these
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coverages must be provided by submitting an original Certificate
of Insurance to the above address.
(e) Other insurance coverage:
Lessee shall obtain an all-risk property insurance policy
covering the replacement cost value of the contents of the Leased
Premises.
As additional consideration on the part of the Lessor, the
Lessor shall provide a notice to the Lessee that it is self insured
for the above coverages.
12 . Exculpation and Indemnification Clauses
A. Lessor shall not be responsible for any damage, theft or
injury that may occur to Lessee, sublessee, it agents, exhibitors,
servants, employees, staff, students, invitees, licenses or
property from any cause, excepting Lessor's negligence, during the
period covered by this Agreement. Lessee hereby expressly releases
Lessor from and agrees to indemnify, defend all suits and hold
Lessor harmless against any and all claims for any such loss,
damage, or injury, whether in contract or in tort, including any
claims or liability for compensation under the Florida Worker's
Compensation Act, and any and all other public liability which may
arise or accrue by reason of the use by Lessee of the leased
premises and shall pay all costs and judgments which may issue
therefrom. The Lessor shall not be responsible for any violations
of federal or state law resulting from the sale or trafficking of
counterfeit goods, personal property, or trademark, copyright and
patent violations by any natural persons or business entities on
the premises.
B. To the extent permitted by applicable law but in any
event only to the limits set forth in Florida Statutes, Section
768 . 28, Lessor hereby agrees to indemnify and hold harmless the
LESSEE from any and all claims, liability, losses and causes of
action which may arise out of the negligence of the Lessor or its
agents. To the limits set forth in Section 768.28, Florida
Statutes, the LESSOR shall pay all claims and losses arising out
of the negligence of the Lessor or its agents, and shall defend
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all suits, in the name of LESSEE when applicable, and shall pay
all costs and judgments which may issue therefrom. The foregoing
indemnity shall not require the LESSOR to indemnify the LESSEE for
the LESSEE's own negligence. Any and all claims LESSOR becomes
legally liable for shall be covered under the LESSOR's Self
Insurance Program.
13. Maintenance and Repair - Lessee shall maintain the
Leased Premises and the fixtures and appurtenances therein, and at
its sole cost and expense shall make all repairs as and when needed
to preserve them in good working order and condition. Said duty
to maintain shall include but not be limited to, the maintenance
and repair of the existing air handling equipment and ducting
Lessee plans to install on the Leased Premises. Lessor shall be
responsible for the maintenance of the roof, the exterior of the
building, the common areas which include the stairs, floor lobbies
elevators and bathrooms, the elevators and electrical lines to the
Leased Premises, the chilled water supply system and any plumbing
repairs necessitated by breakage of water pipes within the walls
or under the Leased Premises.
All damage or injury of any kind to the Leased Premises
and to its fixtures, glass, appurtenances and equipment or to the
buildings fixtures, glass, appurtenances and equipment, caused by
the wrongful acts or negligence of Lessee, its agents, exhibitors,
servants, employees, invitees or licensees, shall be the obligation
of Lessee, and shall be repaired, restored or replaced promptly by
Lessee at its sole cost and expense.
All of the aforesaid repairs, restorations and
replacements shall be in accordance with the decor and in quality
and class equal to the original work or installations and shall be
done in good and workmanlike manner. All repairs estimated to cost
in excess of $1, 000. 00 must be approved in writing by the City
Manager or his designee prior to initiation of repair work. If
Lessee fails to make such repairs or restorations or replacements,
the same may be made by the Lessor, at the expense of Lessee, and
all sums spent and expenses incurred by Lessor shall be collectable
7
as additional rent and shall be paid by Lessee within ten (10) days
after rendition of a bill or statement therefor. In all other
respects, the property is being leased in its present "as is"
condition after a Certificate of Occupancy is issued for the Leased
Premises. It shall be Lessee's obligation to insure that repairs,
restorations and replacements made by Lessee, if any, comply with
all applicable building codes and life safety codes of governmental
authorities having jurisdiction.
14 . Governmental Regulations - The Lessee covenants and
agrees to fulfill and comply with all statutes, ordinances, rules,
orders, regulations, and requirements of any and all governmental
bodies, including but not limited to Federal, State and City
governments, and any and all of their departments and bureaus
applicable to the Leased premises and shall also comply with and
fulfill all rules, orders, and regulations for the prevention of
fire. The Lessee shall pay all cost, expenses, claims, fines and
penalties, and damages that may be imposed because of the failure
of the Lessee to comply with this paragraph, and shall indemnify
the Lessor from all liability arising from each non-compliance.
Notwithstanding anything herein to the contrary, Lessee shall not
be liable for any costs, expenses, claims, fines, or penalties,
arising out of non-compliance by Lessor, its agents, servants,
employees, licensees or contractors, with any statute, ordinance,
rule, order, regulation or requirement of any governmental body,
or any rule, order or regulation for the prevention of fire, in
connection with the construction of improvements on the Leased
Premises or any repairs or maintenance performed by Lessor.
15. Signs - In accordance with applicable zoning and
historical preservation regulations the Lessee may cause the
placement or display of signs, plaques, lettering or advertising
material on or near the Leased Premises subject to the consent of
Lessor. Lessee agrees that all signs, plaques, lettering or
advertising material placed or displayed by it on or near the
Leased Premises shall be of an appearance complementary to that of
Historic City Hall, shall be subject to the consent of Lessor and
8
shall be erected or displayed in accordance with applicable
provisions of the Code of the City of Miami Beach and Historic
Preservation Regulations.
16. Lessee Liable for Damage - The Lessee shall not
injure, mar, nor in any manner deface or cause to be destroyed,
defaced, altered, modified or physically changed, the Leased
Premises or any portion thereof, or any equipment, fixture, or
other item belonging to Lessor contained therein and that if the
leased premises or any portion thereof, or any structure attached
thereto, or any equipment, fixture or other item belonging to
Lessor contained therein shall be destroyed, damaged, marred,
altered, or physically changed in any manner whatsoever, and such
is not done by or with the expressed authority of City, but is the
act, default or negligence of Lessee, its agents, employees,
guests,patrons, uests, or any person admitted to the leased premises by
Lessee, then and in that event, Lessee will pay such sum as shall
be necessary to repair, replace or restore the premises or item(s)
contained therein to its previous, whole and uninjured or unaltered
condition.
17. Damage to the Premises - Lessor plans to add the
building
in which the Leased Premises are located to its fire
insurance policy olic at such time as the Lessor accepts the building
from the general contractor. If the Leased Premises shall be
damaged
bythe elements or other casualty not due to Lessee's
negligence, or byfire, but are not thereby rendered untenantable
in whole or
in part, and such damage is covered by Lessor's
insurance, Lessor shall as soon as possible after such occurrence,
proceeds the insurance to cause such damage to be repaired.
In the
event the leased premises shall be damaged, destroyed, or
otherwise
rendered unusable for the purpose of this Agreement d"
to casualty
not caused byLessor's negligence, and thereby the
fulfillment ofby
this Lease City is rendered impossible, then and
thereupon this Agreement shall terminate and Lessee shall make no
claim against City, its agents or servants, for damages or
g Y
compensation, should this Agreement be so terminated.
p
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18. Liability for Damage or Injury - City shall not be
responsible except as provided in paragraph 12 (b) , for any damage
or injury that may occur to Lessee, its agents, servants, patrons,
invitees, employees or property from any cause during the period
covered by this Agreement.
19. Peaceful Possession - Subject to the terms,
conditions and covenants, Lessor agrees that Lessee shall and may
peaceably have, hold and enjoy the premises above described,
without hindrance or molestation by City.
20. Surrender of Premises - Lessee agrees to surrender
to City at the end of the term of this Lease or any extension
thereof, or upon any cancellation of this Lease, said leased
premises in as good condition as said premises were at the
beginning of the term of this Lease, ordinary wear and tear, and
damage by fire and windstorm or other acts of God, excepted.
21. Addresses for Notices - The addresses for all
notices required under this Lease shall be as follows, or at such
other address as either party shall, in writing, notify the other:
LESSOR: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to:
City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
LESSEE: Assistant Vice President for Business Services
University of Miami
Ashe Building
Coral Gables, Florida 33124
With a copy to:
Dean Dennis L. Tarr
School of Continuing Studies
University of Miami
Allen Hall
P. O. Box 248005
Miami, Florida 33124
and:
Manager, Real Estate Office
Univet si ty of Miami
300 Max Orovitz Building
Miami, Florida 33124
10
All notices shall be hand delivered and a receipt
requested, or by certified mail with return receipt requested, and
shall be effective upon receipt.
22 . Taxes - During the term hereof the Lessee shall pay
any and all taxes of whatever nature lawfully levied upon or
assessed against the premises, the operations within the premises,
or the personal property located on the premises.
23 . Assignment and Subletting - Lessee shall not assign,
transfer, convey mortgage, lien or otherwise encumber this lease
or any portion thereof without the written consent of the Lessor,
nor suffer any use of said Leased Premises other than herein
specified. Lessee shall not have the right to sublet the premises,
in whole or in part, or enter into Concession Agreements, without
the consent of the Lessor, and the making of any sublease or
concession will not release Lessee from any of its obligations
under this lease.
24 . In keeping with the City's desire to actively
participate in providing cultural facilities, and recognizing the
unique public service benefits provided by the Lessee, the City
shall contribute the facility for the use of the Lessee as a
educational center , classroom facility and the City shall thereby
forego receiving a fair rental value on the facility.
25. Subsequent Changes - Any alterations, variations,
modification or waivers of the provisions of this Agreement shall
be only valid when they have been reduced to writing and duly
signed by both parties.
26. Entire Agreement - This Lease contains the entire
agreement between the parties hereto and all previous negotiations
leading thereto and it may be modified only by resolution approved
by the governing body of each party or any party with authority to
execute a lease amendment or modification on behalf of either
party.
27. Historic Nature of the Building - While Historic
City Hall has been designated a local Historical site in accordance
with Section 26-5. 13 (3) of the Miami Beach Zoning Ordinance No.
11
1891 and has been qualified by the United Stated Department of the
Interior as a "Certified Historical Structure" this in no way
implies that the Lessor grants nor promises any Federal credit or
other tax advantage of any kind by any source to the Lessee on the
Lessee's leasehold improvements or use of the Demised Premises.
Lessor specifically such does not warrant or represent the
existence or feasibility of any such tax advantage to Lessee.
Lessee acknowledges, understands and agrees that it is Lessee's
sole obligation to review the tax consequences of putting leasehold
improvements in a "Certified Historical Structure" with Lessee's
accountants and/or attorneys.
28. Provisions Severable - If any term of provision of
this Lease or the application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term of provision to
persons or circumstances other then those as to which it is held
invalid or unenforceable, shall not be affected thereby and each
term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
29. Captions - The captions herein are for the
convenience and reference only and shall not be deemed a part of
this Lease or construed as in any manner limiting or amplifying
the terms and provisions of this Lease to which they relate.
30. Number and Gender - Whenever used herein, the
singular number shall include the plural and the plural shall
include the singular, and the use of one gender shall include all
genders.
31. Governing Law - This Lease shall be governed by and
construed in accordance with the law of the State of Florida.
32 . Attorney's Fees - In the event of litigation arising
out of the terms and conditions of this lease, the prevailing party
shall be entitled to collect reasonable attorneys fees and costs
from the losing party.
12
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be signed by the respective duly authorized officers,
and the respective corporate seals to be affixed this 23rd day of
June , 19 89
/roe 41000.14\
Ci43Rof
Miap Beach
ATTEST:
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CITY CLERK
FORM APPROVED
LEGAL DEPARTMENT
4 ;; a"=W-%,1;7_6to,„,__
Date 4//4/g?
ATTEST: UNIVERSITY OF MIAMI
9J),,,,
--�� By
Assistant i e President in,
di
for Busi ss Services
Alan J. Fish
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PM►"'f�., FLORIDA .3 3 1 3 9
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INCOt. RATIO *' "VACA TIONLAND U. S. A. -
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OFFICE OF THE CITY MANAGER CITY HALL
ROB W.PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO. 3.4„lin
June 21, 1989
DATE: •
•
TO: Mayor Alex Dao • •nd
Members of t - City Commi • o
FROM: Rob W. Park! •s '-! 7'11
City Manager !.
e44,`
LEASE AGR ' EM'NT BETWEEN THE CITY OF MIAMI BEACH AND THE
SUBJECT: UNIVERSIT' 0 MIAMI FOR THE USE OF HISTORIC CITY HALL
The City of Miami Beach is the owner of the Historic City Hall site
located at 1130 Washington Avenue. It is proposed that the use of
the site as an educational and classroom facility would add an
important educational component to the City. As a result, the
attached Lease Agreement between the City and the University of
Miami would provide for a continuing education center in the City.
ADMINISTRATION RECgMMENDATION:
The City Administration recommends that the City Commission approve
the attached Resolution approving and authorizing a Lease Agreement
between the City and the University of Miami and authorizing the
Mayor and City Clerk to enter into such agreement.
RWP:CBT:jh
Attachments
AGENDA `
ITEM _ 1_7A
DATE
&-4;12is
. .
ORIGINAL
RESOLUTION NO. 89-19649
, .,.. .
Approving the lease agreement between the
City of Miami Beach and the University of
Miami and authorizing the Mayor and City
Clerk to execute the lease agreement on
behalf of the City for use of Historic
City Hall as an educational center and
classroom facility.
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