HomeMy WebLinkAboutRelease, Hold Harmless, and IndemnificationRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 26th day of June
2020, by
B & I Properties, LTD aFlorida limited partnership , ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade
("City"); and
WHEREAS, the owner of the property located at
4214 SW 3rd Street, Miami, Florida 33134
("Property") authorized the Applicant,
designated the Applicant, or Applicant's agent, to apply to the City for
(i) Change Land Use designation from Single Family Residential to Restricted Commercial under application 4PZ19-2831;
and (ii) Change Transact Zone designation from T3-R to T4-L under application is #PZ19-2689
(« Request(s)„ )for the Property; and
WHEREAS, the Applicant's agent, on behalf of the Applicant, applied to the City for the
Request(s) for the Property; and
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
Release, Hold Harmless, and Indemnification Pagel of 8
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID-19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
Release, Hold Harmless, and Indemnification Page 2 of 8
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
Release, Hold Harmless, and Indemnification Page 3 of 8
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings); (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
Release, Hold Hamdess, and Indemnification Page 4 of 8
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
Release, Hold Harmless, and Indemnification Page 5 of 8
12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
This space intentionally left blank
Release, Hold Harmless, and Indemnification Page 6 of 8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Signed, Sealed and Delivered
B & I Properties, LTD.
(Name of Applicant)
a Florida limitedTpaftnership
(Type of Company or Individual)
By: 8ertie.j.orbaraf ter, a Fio Ada arporation, its General Partner
to Sign) Benito Irastorza
President
(Title)
STATE OF _Florida .. )
) SS
COUNTY OF Miami -Dade ..)
The foregoing instrument was acknowledged before me by means of X physical
presence OR online notarization, this day of ,nine , 20209 by
Benito Irastorza ,President of Bentel Cncporation G her las General Partner of
... L. D". Personaliy Known or Produced IdentiErcation
Type of 1 entification Produced. .
ACr; ,car Stamp Name: _..
Notary Public, State of....
Commission No.: ;? ' 1UJAGLAR
All' C0MM1Sk.QN # GG 199530
My Commission Expires: EXPIRES: March 22,2022
..80�deif.Ttjru.R "
Y Poblk Underatftsls
Release, Hold Hannless, and Indemnification Pago 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
Release, Hold Harmless, and Indemnification Page 8 of 8
POWER OF A'TTomEY
.KNOW ALL MEN BY THESE PRESENTS that Gilberto Padin, of 4214 SW 8r4
Street, Miami, Florida (the "Property") hereby makes, constitutes and appoints Benito
Irastorza, as President of Bentel Corporation, the General Partner of B & I
Properties, LTD, a Florida Limited Partnership, with full power of substitution, to be
his true and lawful agent and attorney -in -fact ("Attorney', for him and in his name, place
and stead to deal with all issues related to those certain applications for public hearing in
the City of Miami relating to the Property, specifically, Application PZ19-2689 and
Application PZ19-2831 {jointly, the "Applications") including, without limitation:
To represent me as Applicant in the Applications;
To attend public hearings, virtual or non -virtual, on my behalf
and make public presentations.
IN WITNESS WHEREOF, the undersigned, Gilberto Padin has executed this
Power of Attorney thid2j day of June, 2020.
Print Nix
r
Print Name:
Gilberto Padin
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )SS.
The foregoing instrument was acknowledged before me this / day of Jam, 2020, by Gilberto
Padin, who is personally known to me.
NOTARY PUBLIC
My commission expires: (NOTARY SEAL)yP' •.
•1* MARIA I LANDA-POSADA
.; .. MY COMMISSION # HH 004C 79
EXPIRES, September 27, 2024
Bonded ThT Natary PuWE Undembra
002193M.DOC v.1
RELEASE AGREEMENT
THIS RELEASE ("Agreement"), is made and entered into this day of June, 2020, by Gilberto
Padin, ("Property Owner") to the City of Miami, Florida, a municipal corporation of the State of Florida, in
the County of Miami -Dade ("City"); and
WHEREAS, the Property Owner of the property located at 4214 SW 3'd Street, Miami, Florida 33134
("Property") authorized B & I Properties, LTD (the "Applicant") to apply to the City for (i) Change Land
Use designation from Single Family Residential to Restricted Commercial under application #PZ19-2831;
(ii) Change Transect Zone designation from T3-R to T4-L under application #PZ19-2689 ("Request(s)") for
the Property; and
WHEREAS, the Applicant's agent, on behalf of the Property Owner, applied to the City for the
Request(s) for the Property; and
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter defined);
and
WHEREAS, the City has been holding virtual public meetings due to the Novel Coronavirus
("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-69, as extended by
Executive Orders 20-112 and 20-139, which suspends any statutory requirement that physical quorum be
present in order to hold a public meeting and permits local governments to use communications media
technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders associated with the
COVID-19 pandemic, including Emergency Order 10-20 which provides that no group of 10 or more
individuals shall gather on a public street, alley, public sidewalk, or government facility open to the public in
the County, with some exceptions; and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which, inter alia,
modified the requirements regarding the swearing in of parties and participants for any planning and
zoning items and quasi-judicial hearings, including all appeals from both, (collectively, "Proceedings")
during the COVID-19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of the
general public who are not parties to be sworn in and temporarily allows parties to appear virtually and
make arrangements to be sworn in by oath or affirmation in -person at their location by an individual
qualified to perform such duty or be physically present at City Hall to be sworn in by oath or affirmation by
the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency Orders,
Executive Orders, and guidelines in order to protect the health, safety, and welfare of the employees and
residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described herein
on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to move
forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward with the
virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein, and in further
consideration of these premises, the Property Owner does hereby agree as follows:
1. The Property Owner acknowledges that the foregoing recitals are true and correct and are incorporated
herein by reference as if fully set forth in this Section.
2. The Property Owner understands that Applicant has the option to wait until the COVID-19 pandemic
ends to proceed with the Proceedings required for the Applicant's Request(s). Notwithstanding this option,
the Applicant and Property Owner have requested to move forward with its Request(s) without delay.
3. The Property Owner acknowledges and agrees that if Applicant proceeds with their Request(s) without
delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the Governor's
Executive Order and Ordinance No. 13903 as described above, with the Applicant, the Applicant's
representative(s), and all those that intend to testify required to make arrangements to be sworn in by oath
or affirmation in -person at their off -site location by an individual qualified to perform such duty or to
coordinate with the City to be sworn in at City Hall.
4. The Property Owner also acknowledges that per Ordinance No. 13903, the general public will not be
required to physically appear at the Proceedings' location to be sworn by oath or affirmation, but will have
several different avenues for public comment, which may include prerecorded phone and video
submission, an online public comment form, and preregistration for a live call back during the meeting.
5. The Property Owner, for themselves, their heirs, grantees, personal representatives, successors, and
assigns, expressly and unequivocally agrees to release, waive, forever discharge, and covenant not to
sue the City, and its officers, officials, directors, employees, personnel, volunteers, agents, assigns,
successors, representatives, attorneys, contractors, and all other persons, entities, organizations,
instrumentalities, and corporations affiliated therewith (collectively, "Released Parties") from any and all
claims, demands, suits, causes of action (including by way of illustration and not limitation, actions to
challenge, set aside, or void any proceeding or entitlement; actions to assert any constitutional, due
process, or property rights claims or violations; any actions or claims for loss, injury, loss of life), appeals,
administrative appeals, damages, losses, liabilities, costs, and expenses (including, without limitation,
court costs and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for
any and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly or
indirectly, in whole or in part, any one or more of the following enumerated matters (collectively, "Released
Matters"): (1) this Agreement; (ii) the virtual Proceedings on Applicant's Request(s), including, without
limitation, the City's procedures found in Ordinance No. 13903, the swearing -in procedures, the public
comment procedures, the scheduling procedures, and all other aspects involving the virtual Proceedings
and the City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of
defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological
specifications of the virtual Proceedings or communications media technology used to conduct the virtual
Proceedings); (iii) the City's use of communications media technology and inability of the City to conduct
an in -person meeting while social distancing guidelines remain in place; or (iv) any and all third -party
claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Nothing herein is intended to waive or deprive Property Owner of his right to appeal a determination of
the body for reasons wholly unrelated to, and not at all associated with, the virtual nature of the
Proceedings, to the extent such a right to appeal exists.
7. The Property Owner is voluntarily executing this Agreement and has not been pressured, forced,
threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings required for
the Applicant's Request(s). The Property Owner understands that they have a right to consult with an
attorney before signing this Agreement and have either consulted with an attorney or knowingly and
voluntarily decided not to consult with an attorney. The Property Owner is not under the influence of
any drugs, alcohol, medication, any other narcotic or have any mental illness that might tend to affect the
ability to knowingly enter into this Agreement and move forward with the Proceedings.
8. The Property Owner has read and understand(s) the terms of this Agreement.
9. The Property Owner acknowledges and agrees that nothing in this Agreement shall prejudice the
City's right to impose protections pursuant to State, County, City, or any other agency orders, regulations,
guidelines, resolutions, and ordinances otherwise necessary to ensure the public health, safety, and
welfare of the citizens and employees of the City; nor shall the City be estopped from enforcing the terms
of this Agreement for any reason.
10. Invalidation of any of provisions of this Agreement by judgment of a court shall not affect any of the
other provisions, which shall remain in full force and effect.
11. The undersigned confirms that they are the authorized representative(s) of the Property Owner, are
authorized to enter this Agreement, and have authority to bind the Property Owner. As applicable, the
most recent Sunbiz and a duly adopted Resolution from the Property Owner entity is attached hereto.
12. This Agreement may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, and such counterparts shall together constitute but one and the same
Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement
(whether by facsimile, PDF or other email transmission), which signature shall be binding and have the
same effect as original signatures.
[Signature pages follow]
IN WITNESS WHEREOF, the Property Owner has caused4he`e presents to be executed and
signed in its name by its proper officer on the day set forth above,,,` f`
Gilberto Padin
Signed, Sealed and Delivered
STATE OF 1) C _
cr� ) SS
COUNTY OF e,
D �
The foregoing instrument as acknowledged before me by means o
online notarization, this day of
— — - as of
or Produced Identification —
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of ;;rs�?gp MAR=LAMNDA-POSADADA
Commission No.: MY CO04079 oEXPIR2024P. :°` Bonded Tnerwriters
My Commission Expires: ,
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Personally Kn
CERTIFICATE OF LIMITED PARTNERSHIP RESOLUTION AND INCUMBENCY
I, Benito M. Irastorza, as President of Bentel Corporation, a Florida corporation,
the sole General Partner of B & I Properties, Ltd., a Florida limited partnership (the
"Limited Partnership"), do hereby certify unto whom it may concern as follows:
1. That the Limited Partnership is authorized to transact business in the State
of Florida.
2. That no dissolution, bankruptcy or insolvency proceedings with respect to
the Limited Partnership have been commenced.
3. That the Certificate of Limited Partnership, a copy of which is attached
hereto and marked as Exhibit "A", for the Limited Partnership are true, complete, current
and in full force and effect this date without modification.
4. That the Agreement of Limited Partnership of the Limited Partnership, is in
full force and effect this date without modification.
5. As of the date of this Certificate, the following are all of the partners
("Partners") of the Limited Partnership which are designated beside their respective
names.
Office Percentage
General Partner 10%
Limited Partner 90%
Signature
Bentel Corporation, 4 FI
c AKNIN W,
Vifere Corporation, a
.', .
6. That at a Special Meeting of the Partners of the Limited Partnership, duly
called and held at the office of said Limited Partnership, in the City of Miami, State of
Florida, on the 1st day of June, 2020, at which meeting a quorum was present and voted,
the following resolution was adopted, to -wit:
WHEREAS, the owner of the Property located at 4214 SW 3rd Street, Miami,
Florida 33134 (the "Property") has authorized the Limited Partnership, as Applicant,
gaactive offent fileslArastorza, benito1233-421 Mipufchase from padin - 4200 and 4214 sw 3rd streelftning appllcationleertlRcate ofilmiledpadnersbip resolution and
Incumbency Mi propertles.doc
designated the Applicant, and/or the Applicant's agent, to apply to the City of Miami for: (i)
Change Land Use designation from Single Family Residential to Restricted Commercial
under application #PZ19-2831; and (ii) Change Transect Zone designation from T3-R to
T4-L under application is #PZ19-2689 (collectively the "Request(s)") for the Property;
WHEREAS, the Limited Partnership/Applicant has applied to the City of Miami for
the Request(s) for the Property; and
WHEREAS, the Limited Partnership/Applicant's Request(s) require(s) one or more
Proceedings; and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number
20-69, as extended by Executive Order 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits
local governments to use communication media technology to hold public meetings;
WHEREAS, Miami -Dade County ("County") has issued several Emergency
Orders associated with the COVID-19 pandemic, including Emergency Order 10-20
which provides that no group of 10 or more individuals shall gather on a public street,
alley, public sidewalk, or government facility open to the public in the County, with some
exceptions; and
WHEREAS, the City of Miami Commission adopted Ordinance No. 13903 on
May 28, 2020, which, inter alia, modified the requirements regarding the swearing in of
parties and participants for any planning and zoning items and quasi-judicial hearings,
including all appeals from both, (collectively, "Proceedings") during the COVID-19
pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of
members of the general public who are not parties to be sworn in and temporarily allows
parties to appear virtually and make arrangements to be sworn in by oath or affirmation
in -person at their location by an individual qualified to perform such duty or be physically
present at City Hall to be sworn in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing
requirements, screenings, and protective measures consistent with the all Federal,
State, and Local Emergency Orders, Executive Orders, and guidelines in order to
protect the health, safety, and welfare of the employees and residents of the City; and
WHEREAS, the Limited Partnership/Applicant still wishes to proceed with the
virtual Proceedings as described herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of a Release, Hold Harmless and
Certificate of Limited Partnership Resolution and Incumbency
Page 2 of 3
Indemnification Agreement (the "Agreement") as a condition precedent to move forward
with virtual Proceedings on the Request(s); and
WHEREAS, it is to the best interest of the Limited Partnership/Applicant to sign the
Agreement in order to present the Request(s) to the City of Miami.
NOW, THEREFORE, BE IT RESOLVED that Benito M. Irastorza, as President of
Bentel Corporation, a Florida corporation, the General Partner of the Limited
Partnership/Applicant, be and he is hereby authorized and directed to do whatever may be
necessary, including to signing and execution of the Agreement in connection with any
and all other documents necessary and proper to carry into effect this resolution.
7. That the foregoing resolution is outstanding and has not been modified or
rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as President of
Bentel Corporation, a Florida corporation, the General Partner of the Limited Partnership
this day of June, 2020.
General Partner:
Bentel Corporation, as FIGOAa core rati
ito
Certificate of Limited Partnership Resolution and Incumbency
Page 3 of 3
Y
LAW OFFICES
Y G. Fx_&N:K QUESADA.
SUITE 200
1313 PONCE DE LEON BOULEVARD
TELEPHONE CO)MAL O,A.'AZ.ES, i'7.0XKXX>A 33134
(305) 446-2517
Florida Department of State
Division of Corporations
409 E. Gaines Street
Tallahassee, Florida 32399
Re: B & I Properties, Ltd.
Dear Sirs:
February 23,1998
UtVISja'4 Q C13RPOR�'TfONS
ati FCC 24 lit tl� 53
FACSIMILE
(303) 446.75PI
S0ilk0i� �,.'c....43sses-_....o
--02/24/98---01090----002
**411.2S **#*411>25
VIA FEDERAL EXPRESS
Enclosed please find the following for the formation of the above referred limited
partnership:
1. Certificate of Limited Partnership
2. Affidavit of Capital Contribution
3. Designation of Registered Agent
4. Check in the amount of $411.25 covering filing fee of $315.00, $35.00
for designation of registered agent, $52.50 for certified copy and $8.75 for
certificate.
Please return to this office certified copy and certificate.
Thank you for your usual prompt and courteous attention.
Name
Availability
Document
Examiner
KWM
Enclosures Updater
KVrAI
GFQ/rq
Upda•ter
Verifyer
KWM
Acknowledgement
KVJM
W. P. Verifyer
Very truly ours,
G. Frank Quesada
k
CERTIFICATE OF LIMITER PARTNERSHIP
MEU r
SCCRVETARY OF STATIE
-01VtS1014 OF CORPORATla"
98FEB24 Aft}.11
In accordance with Florida Statute 620.108, all of the general partners of B & I
PROPERTIES, LTD., a Florida Limited Partnership, execute and file this Certificate of
Limited Partnership and state as follows:
1. The name of the limited partnership is:
B & I PROPERTIES, LTD.
2. The address of the office and the name acid address of the agent for service of
process requires to be maintained by F.S. 620.105 is:
G. FRANK QUESA.DA, ESQ.
1313 Ponce de Leon Blvd., Ste. 200
Coral Gables, Florida 33134
3. The name and business address of each of the general partners are:
BENTEL CORPORATION — � 9 S
12460 S.W. 801 Street, Suite 102
Miami, Florida 33184
4. The mailing address for the limited partnership is:
12460 S.W. 8'b Street, Suite S-102
Miami, Florida 33184
5. The latest date upon which the limited partnership is to dissolve is:
December 31, 2048
6. Other -matters concerning the limited partnership include:
In Witness Whereof, the undersigned, constituting all of the general partners of
the foregoing Flo 'da Limited artnership have executed this certificate of Limited
Partnership this day of 1998.
BENTEL CORPORATION, -
a Florida corporation
Benito scent
General Partner
ILEU
SECRETARY F STATE
DESIGNATION OF REGISTERED AGENT DIVISION OF CORPORATIONS
In accordance with F.S. 629.105 and F.S. 620.108 as well as other applicable la s, they 1 1' S3
Florida Limited Partnership known as:
B & I PROPERTIES, LTD.
hereby appoints and designates as its registered agent for service of process:
G. FRANK QUESADA, ESQ.
whose address is: 1313 Ponce de Leon Blvd., Ste. 200
Coral Gables, Florida 33134
The foregoing registered agent has executed this Designation of Registered
Agent for purposes of accepting said appointment and agreeing to act as registered agent in
accordance with applicable laws.
Dated the day of tkuouu 998.
10
B & I PROPERTIES, LTD.,
a Florida Limited Partnership
By: BENTEL CORPORATION
Florida c anon
Benito M. r d t
General Partner
ACCEPTANCE
The registered Agent named herein accepts the appointment and designation as
registered agent for the Florida Li iced Partnership named herein.
Dated the .j_ day of 1997.
G.. Frank Quesada, Esq.
SECRETARY OF
E STATE
OWIStON OF CORPORATIONS
AFFIDAVIT -OF CAPITAL CONTRIBUTION 58 FEB 24 AM 11' 53
The undersigned, constituting all of the general partners of B & I PROPERTIES,
LTD., a Florida limited partnership, in accordance with Florida Statute 620108 declare
the amounts set forth herein are the capital contributions made or to be made (as indicated
herein) of each of the limited partners:
GENERAL PARTNER
BENTEL CORPORATION, a
Florida corporation
LIMITED PARTNER
VIFERE CORP. N.V., a
Netherlands Antilles Corporation
AMOUNT OF CONTRIBUTION
$ 5,000.00 -,_
$45,000.00
Under the penalties ofperjury I declare that I have read the foregoing and know the contents
thereof and that the facts stated herein are true and correct.
Ili
Dated the -aday of _ • PWA•K 1998.
BENTEL CORPORATION, a
Florida corporation
l3 .
enito M. Irasto
General Partner
k�
Sworn to and subscribed before me -this _L .. day of 1998.
Notary Public, S e of Florida
My commission ex s:
MANNA GALVIS
W GOMMMION N CC 6WA65
C1Alti
�3tPI NU April WW0
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CERTIFICATE OF CORPORATE RESOLUTION AND INCUMBENCY
I, Benito M. Irastorza, as Secretary of Bentel Corporation, a Florida corporation
(the "Corporation"), do hereby certify unto whom it may concern as follows:
1. That the Corporation is authorized to transact business in the State of
Florida,
2. That no dissolution, bankruptcy or insolvency proceedings with respect to
the Corporation have been commenced.
3. That the Articles of Incorporation for the Corporation, a copy of which are
attached hereto and marked as Exhibit "A", are true, complete, current and in full force and
effect this date without modification.
4, That the By -Laws of the Corporation are in full force and effect this date
without modification.
5. As of the date of this Certificate, the following persons are the sole directors,
officers and shareholders of the Corporation which are designated beside their respective
names.
Office Incumbent
Percentage
Interest
President/
Secretary/
Treasurer Benito M. Irastorza 100%
Siqnature
6. That at a Special Meeting of Corporation, duly called and held at the office
of said Limited Partnership, in the City of Miami, State of Florida, on the 1st day of June,
2020, at which meeting a quorum was present and voted, the following resolution was
adopted, to -wit:
WHEREAS, the Corporation is the Limited Partner of B & I Properties, LTD, a
Florida limited liability partnership; and
WHERES, it is to the best interest of the Corporation to authorize B & I Properties,
LTD, a Florida limited partnership to execute a Release, Hold Harmless and
Indemnification Agreement in favor of the City of Miami in connection with B & I
Properties, LTD, a Florida limited partnership's Request(s) with the City of Miami.
NOW, THEREFORE, BE IT RESOLVED that Benito M. Irastorza as President of
this Corporation, be and he is hereby authorized and directed to do whatever may be
g:laclive dlenf tllesVrastona, benitol233.421 b&I purchase Irom padin - 4200 and 4214 sw 3rd strwiLoning applicationkarfiticate o/corporate resolutlon and Incumbency -
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necessary, including to sign and execute on behalf of the Corporation, any documents
resolutions of B & I Properties, LTD, a Florida limited liability partnership and all other
documents necessary and proper to carry into effect this resolution.
7. That the foregoing resolution is outstanding and has not been modified or
rescinded.
IN WITNESS WHEREOF, I
th Corporation and have affixed
day of June, 2020.
have hereunto set my hand and seal as Secretary of
the Corporate seal of said Corporation hereto this
Benito. Irastor a, Se
Certificate of Corporate Resolution and Incumbency
Page 2 of 2
LOCAL REPRESENTATIVE TAtLAIIASSEE
I Office Use Only
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Examiner's Initials
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TELEPHONE
(305) 446-2517
LAW OFFICES
G. FiRAwx QUESADA.
SUITE 200
1313 PONCE DE LEON BOULEVARD
CORAL 0A.B 7E'CS, ZLOUX A. 33134,
FACSIM IL£
(305) 446-7521
Corporate Records Bureau
Division of Corporations
Department of State
P.Q. Box 6327
Tallahassee, Florida 32301
RE: Incorporation ofBentel Corporation
Gentlemen:
Enclosed please find and original and one copy of the Articles of Incorporation of
the above captioned corporation.
Also enclosed is our check for the following:
Filing Fees $ 35.00
Certified Copy 52.50
Registered Agent Designation 35.00
$122.50
Please certify the enclosed copy of the Charter and return to this office.
Thank you for your usual prompt and courteous attention. A
Enclosure
ARTICLES OF INCORPORATION
v
OF
r-M
ca
BENTEL CORPORATION
The undersigned incorporator(s), for the purpose of forming a corporation_ wader the bzida :. Ci
Business Corporation' Act hereby adoPt s the following Articles of Incorporation.
v
ry
ARTICLE I NAME
The name of Us corporation shall be:
BENTEL CORPORATION
ARTICLE 11 PRINCIPAL OFFICE
The principal place of business and mailing address of this corporation shall be:
_
12460 S.W. 8'H Street, Suite 102
Miami, Florida 33184
ARTICLE III CAPITAL STOCK
The number of shares of stock that this corporation is authorized to have outstanding at any one
time is:
-
750 SHARES $10 PAR. VALUE
ARTICLE IV INITIAL REGISTERED AGENT AND ADDRESS
The name and address of the initial registered agent is:
_
G. Frank Quesada, Esq. -
_-
1313 Ponce de Leon Blvd., Ste. 200
Coral Gables, Florida 33134
AR.TICLE' V INCORPORATOR(S)
The name(s) and street address(es) of the incorporator(s) to these Articles of Incorporation
is(are):
Benito M. Irastorza
12460 S.W. 81` Street, Suite 102 --
Miami, Florida 33184
4
The undersigned has(have) executed these Articles of Incorporation this _Qday of February,
199R_ -
STATE OF FLORID.A.
COUNTY OF DADE
I BEREBY CERTIFY that on this day, before me, an officer, duly authorized in the
State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared
BENITO M. IRASTORZA, to me known to be the person described in and who executed the
foregoing instrument or who has produced as identification
and who did take an oath and acknowledged before me that he executed the same.
WITNESS my hand and official seal in the County and State last aforesaid the day
ofFebruary,1998.
NOTARY PUBLIC, S to of Florida at Large
(Print N "t -
_0. MY coMMM" # cc s
My Co expi s: aidi it, moo
CERTIFICATE OF DESIGNATION
REGISTERED AGENT/ REGISTERED OFFICE
Pursuant to the provisions of Section 667.325, Florida Statutes, the undersigned corporation,
organized under the laws of the State of Florida, submits the following statement in designating
registered office/registered agent in the State of Florida.
1. The name of the corporation is:
BENTEL CORPORATION
2. The name and address of the registered agent and office is:
G. Frank Quesada, Esq. -
1313 Ponce de Leon Blvd., Ste. 200
Coral Gables, Florida 33134
G. QUE A, Resident Agent
�b
Date: February (} , 1999
HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR.
TIIE ABOVE
STATED CORPORATION, AT THE PLACE DESIGNANTED IN THIS CERTIFICATE, I
HEREBY AGREE TO ACT IN THIS CAPACITY, AND I FURTHER AGREE MC(WPLY
WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE PROPEJ
COMPLETE PERFORMANCE OF MY DUTIES, AND I ACCEPT THE. DU�
OBLIGATIONS OF SECTION 607,325, FLOMA STATUTES. ;�vc," �
2
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fL�- Qc-^, 00 --
CERTIFICATE OF CORPORATE RESOLUTION AND INCUMBENCY
I, Benito M. Irastorza, as Secretary of Vifere Corporation, a Florida corporation
(the "Corporation"), do hereby certify unto whom it may concern as follows:
1. That the Corporation is authorized to transact business in the State of
Florida.
2. That no dissolution, bankruptcy or insolvency proceedings with respect to
the Corporation have been commenced.
3. That the Certificate of Domestication and Articles of Incorporation for the
Corporation, a copy of which are attached hereto and marked as Exhibit "A", are true,
complete, current and in full force and effect this date without modification.
4. That the By -Laws of the Corporation, are in full force and effect this date
without modification.
5. As of the date of this Certificate, the following persons are the sole directors,
officers and shareholders of the Corporation which are designated beside their respective
names.
Office Incumbent Percentage Signature
Interest
President/
Secretary/
Treasurer/
Director Benito M. Irastorza 100%
r .f
6. That at a Special Meeting of Corporation, duly called and held at the office
of said Limited Partnership, in the City of Miami, State of Florida, on the 1st day of June,
2020, at which meeting a quorum was present and voted, the following resolution was
adopted, to -wit:
WHEREAS, the Corporation is the General Partner of B & I Properties, LTD, a
Florida limited liability partnership; and
WHERES, it is to the best interest of the Corporation to authorize B & I Properties,
LTD, a Florida limited partnership to execute a Release, Hold Harmless and
Indemnification Agreement in favor of the City of Miami in connection with B &
Properties, LTD, a Florida limited partnership's Request(s) with the City of Miami.
NOW, THEREFORE, BE IT RESOLVED that Benito M. Irastorza as President of
gaactive client filesVraslwa, benilo1231421 b&i purchase 8om padin - 4200 and 4214 sw 3rd streeNzoning applicalloolcertificale of corporale resolution andlncumbancy-
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this Corporation, be and he is hereby authorized and directed to do whatever may be
necessary, including to sign and execute on behalf of the Corporation, any documents
resolutions of B & I Properties, LTD, a Florida limited liability partnership and all other
documents necessary and proper to carry into effect this resolution.
7. That the foregoing resolution is outstanding and has not been modified or
rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as Secretary of
the Corporation and have affixed the Corporate seal of said Corporation hereto this
day of June, 2020. a A
Certificate of Corporate Resolution and Incumbency
Page 2 of 2
1
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Division of Corporations
Electronic Filing over Sheet
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Note: Please print this page and use It as a cover sheet. Type the fax audit number
(shown below) on the top and bottom of all pages of the document.
1/0
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(((Hl 1000003855 3)))
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M I000003135fi3AECX
Dote. DO NOT hit the REFRESH/RECOAD button on your browser from this page.
Doing so will generate another cover sheet.
To:
Division of Corporations
Fax Number (850)617-6381
From: -
Account Name LAMONT,NEIMAN,INTERIAN BELLET,P.'AA
Account Number 120000000051
Phone (305)530-9400
Fax Number (305)530-9409
**Enter the email address for this business entity to be used for futurL".�'.4 O
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annual report mailings. Enter only one email address please.** ^T
Email Address:
DOMESTICATION
WERE CORPORATION
Certificate of Status
Certified Co p 3y
Page Count 05
Estimated Charge $137.50
Electronic filing Merin Corporate Filing Menu
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01/0712011 FRI 14c53 PAR Canon-Braia 5 ABSOCiate9 } 0005/005
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SEC�,i ijtr`, r OF SlAtr'�.
CERTIFICATE OF DOMESTICATION
The undersigned BENITO IRASTORZA, President of VIFERE CORPORATION a foreign
corporation, in accordance with s. 607.1801, Florida Statutes does hereby certify:
1. The date on which the corporation was first formed was October 27, 1982.
2. The jurisdiction where the above named corporation was first formed, incorporated,
or otherwise came into being was Curacao Netherland Antilles. f
3. The name of the corporation immediately prior to the filing of this Certificate of
Domestication was VIFERE CORP. N.V.
4. The name of the corporation, as set forth in its Articles of Incorporation, to be filed
pursuant to Section; 607,0202 and 607.0401 with this certificate is VIFERE
CORPORATION.
5. The jurisdiction that constituted the seat, siege social, or principal place of business
or central administration of the corporation, or any other equivalent jurisdiction under
applicable law, immediately before the filing of the Certificate ofDomestication was
Curacao Netherland Antilles.
6. Attached are Florida Articles of Incorporation to complete the domestication
requirements pursuant to section 607.1801. '
I am BENITO IRA STORZA, President of VIFERE CORPORATION and am authorized to
sign this Certificate Domestication onbehalfof the corporation and have done so this the
day of 2011.
lie ito orza � j
MH1 1000003855 3)) )
01/07/20i1.8R1 14=53 VAX Canon -Brain 4 Associates
(((H11000003855 3)))
ARTICLES OF INCORPORATION
OF
VIFERE CORPORATION
0002/005
11 JAN -- 7 PH 1 r 28
':ECR, E li,�F `t ?J TAT
The undersigned, acting as incorporator, signs the following Articles of Incorporation for
the purpose of forming a corporation under the laws of the State of Florida.
ARTICLE I
The name of the corporation shall be:
VIFERE CORPORATION
ARTICLE II
The existence of the corporation shall be perpetual.
ARTICLE III
The corporation may engage in any and all businesses and activities permitted by the
taws of the State of Florida. The corporation shall have all of the powers vested in a corporation
organized under and existing by virtue of such laws.
ARTICLE IV
The Corporation is authorized to issue and have outstanding at any one time an aggregate
number of 30,000 shares of one class of common stock having a par value of $1.00 per share.
The consideration to be paid for each share of stock shall be fixed by the Board of Directors.
-I-
(((H11000003855 3)))
01/07/2011 FRi 14:53 PAX Canon-azaiq p aa$ociatee 0003/005
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ARTICLE V 3Ci,;n a i1'�
TA t.l.A1I,�.SS�'1' l,tif?IQA
The registered agent and street address of the registered office of the corporation shall be:
LAMONT NEIMAN INTERIAN & BELLET, P.A.
100 N. Biscayne Boulevard
Suite 801 '
Miami, Florida 33132
ACKNOWLEDGMENT AND CONSENT OF REGISTERED AGENT
Having been named Registered Agent to accept service of process on the Corporation at
the Initial Registered Office designated in these Articles of Incorporation, I hereby accept such
status and consent to act in this capacity and agree to comply with all the requirements of law
pertaining thereto.
Lamont Neiman Interian & Bellet, P,A.
By:
Ellen Beth Bellet, Esq. i
Vice -President I
ARTICLE VI
This corporation shall have one Director. The name and address of the director of the
corporation, who shall hold office until his successor is elected and qualified or until his earlier
resignation or removal from office is:
Benito Irastorza
P.O, Box 560683
Miami, Florida 33256
The number of directors may be increased or decreased from time to time pursuant to the i
bylaws of the corporation, but shall not be less than one.
-2-
((011000003855 3)))
01/07/2011 PRI 14a53 PAX Canon-Drais & Associates
(((H11000003855 3)))
ARTICLE VII
The name and address of the incorporator of the corporation is:
Benito irastorza
P.Q. Box 560683
Miami, Florida 33256
ARTICLE VIII
The principal office of the corporation is:
3805 N.W. 107'4 Avenue
Miami, Florida 33178
ARTICLE IX
The mailing address of the corporation is:
P.O. Box 560683
Miami, Florida 33256
2004/005
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JAM - 7 PM f = 28
s-ECP-T1k �v ,r Tn,T1~
FA1.LA'P SSFF !:I.(1PIDr',
Executed al JQAW. Florida, this.r� day of25Gift1 e;—, 2010.
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