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
B & I Properties, LTD
, 2020 , by
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 Transect 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 Page 1 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 Harmless, 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 IimitedTpartnership
(Type of Company or Individual)
By: :Bentel °Corporat
(Signature).`,
aFio'.Ida arporation, its General Partner
Azecl: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 June , 2020 , by
Benito Irastorza :President of Bentel Corporation 'General as General Partner . of
.. Personal I Known
R R� I-Pro�aerties t TD.. y �� or Produced Identification
Type of identification Produced.. —`
Prirt/r Stamp Name: _..
Notary Public, State of
Commission No.:
My Commission Expires:
a
Release, Hold Harmless, and Indemnification
ANACALvAii
All' COMM!SSIQN # dG 199530
EXPIRES: March 22, 2022
• °" :,`' 8onded:Tirrunota y Public Underwitters
Page 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 ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Gilberto Padin, of 4214 SW 8rd
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 P219-2689 and
Application P219-2831 (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 thi
day of June, 2020.
Gilberto Padin
STATE OF' FLORIDA )
COUNTY OF MIAMI-DADE ) SS.
The foregoing instrument was acknowledged before me this 4/day of June, 2020, by Gilberto
Padin, who is personally known to me.
NOTARY PUBLIC
My commission expires: (NOTARY SEAL)
00219826.DOC v.1
MARIA I LANDA-POSADA
MY COMMISSION # NH 004079
— P = EXPIRES: September 27, 2024
"4'1 L0 Bonded Thru Notary Public Underwriters
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 3rd 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"): (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. 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 caused- ihe`e presents to be executed and
signed in its name by its proper officer on the day set forth above/ /
Signed, Sealed and Delivered
STATE OF1+� Cat 9 )
kcf� r
COUNTY OF
D )
Gilberto Padin
)SS
The foregoing instrument bras_ acknowledged before me a by means of
online notarization, this owl day of `' 2p�� by
,
es of
or Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expires:
44:7p5'';; MARIA I LANDA-POSADA
MY COMMISSION # HH 004079
•o, EXPIRES: September 27, 2024
•'•4F fe."' Bonded Tnru Notary Public Underwriters
y ical p sence OR
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
Signature
General Partner 10% Bentel Corporation, Florida corp• ati
B
Limited Partner 90% Vifere Corporation, a Flor
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,
g:lactive client fi(esVraslorza, benito1233-421 bat purchase from padin - 4200 and 4214 sw 3rd streetlzoning applicationtoerti icale of limited pannersh(p resolution and
incumbency bat properlles.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 4 day of June, 2020.
General Partner:
Bentel Corporation, a Fl
Certificate of Limited Partnership Resolution and Incumbency
Page 3 of 3
o00c0O 535
TELEPHONE
(305) 446-2517
Florida Department of State
Division of Corporations
409 E. Gaines Street
Tallahassee, Florida 32399
Dear Sirs:
I.AW OFFICES
G. F1Z-A.Nx QUESA.D.&
SUITE 200
1313 PONCE DE LEON BOULEVARD
0OXCAL O.A.ALLS, FLOk27CDA 33i$4r
Re: B & I Properties, Ltd.
February 23,1998
FILES.)
SiA�E
inv slO'4 of cntioRp'TfoNS
93 FEB 24 1\ti tl 53
FACSIMILE
(305) 446.7621
90ilkI0C)2.43.'9.5S9-----O
--02/24/98---01090---0132
:+: uu411.2S * ::: 411..2S
VIA FEDERAL EXPRESS
Enclosed please fund 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.
Enclosures
GFQ/rq
Please return to this office certified copy and certificate.
Thank you for your usual prompt and courteous attention.
Very truly yours,
Name
Availability t••_ _�,,,1�
Document 1-� 1
Examiner KWM
Updater KWM
Updater
Verifyer KWM
Acknowledgement KWM
W. P. Verifyer
G. Frank Quesada
CERTIFICATE OF LIMITED PARTNERSHIP
Fr ILE°
SECRETARY OF STATE
'DIVISION OF CORPORATIONS
93FEB 24 MAtt:5B
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 and address of the agent for service of
process requires to be maintained by F.S. 620.105 is:
G. FRANK QUESADA, 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:
BENI'EL CORPORATION CRnnoo t (4, l
12460 S.W. 8th Street, Suite 102
Miami, Florida 33184
4. The mailing address for the limited partnership is:
12460 S.W. 8th 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 Floi kda Limited artnership have executed this certificate of Limited
Partnership thisXk day of' VI �s1u , 1998.
BENTEL CORPORATION,
a Florida corporation ._ "
sident
General Partner
DESIGNATION OF REGISTERED AGENT
In accordance with F.S. 629.105 and F.S. 620.108 as well as other
Florida Limited Partnership known as:
B & I PROPERTIES, LTD.
SECRETARYECP STATE
DIVISION OF CORPORATIONS
98 FEB 24 Pill: 53
applicable laws, the
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.
jit
Dated the day of f l u , 1998.
B & I PROPERTIES, L IU.,
a Florida Limited Partnership
By: BENTEL CORPORATION
Florida c s- = ation
Benito M.
ACCEPTANCE
.� dt
General Partner
The registered Agent named herein accepts the appointment and designation as
registered agent for the Florida Linlzited Partnership named herein.
Dated the
day of
1997.
G. Frank Quesada, Esq.
AFFIDAVIT OF CAPITAL CONTRIBUTION
SECRETARY OF STATE
OlVISION OF CORPORATIONS
98 FEB 214 AM II; 53
The undersigned, constituting all of the general partners of B & I PROPERTIES,
LTD., a Florida limited partnership, in accordance with Florida Statute 620.108 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 AMOUNT OF CONTRIBUTION
BENTEL CORPORATION, a
Florida corporation $ 5,000.00
LIMITED PARTNER
VIFERE CORP. N.V., a
Netherlands Antilles Corporation $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.
Dated the $1,0 4 day of t, g LiA g.y, 1998._ _
Sworn to and subscribed before me this
BENTEL CORPORATION, a
Florida corporation
kti
L day of
General Partner
1998.
Notary Public, S . e of Florida
My commission ex . ' s:
MARINA 8ALVlS
MY COMMISSION' CC 636465
FOIRES: April 11, 2000
6ondyd That Navy Public Undawdterx
a.' -W.
i
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 Signature
Interest
President!
Secretary)
Treasurer Benito M. Irastorza 100%
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 client flleslrastona, benito1233.421 b& purchase from padln - 4200 and 4214 sw 3rd streetlzoning applicalionlcertlficate of corporate resolution and Incumbency -
bentel.doc
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.
Certificate of Corporate Resolution and Incumbency
Page 2 of 2
1
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Examiner's initials
LAZ IND STR
AM, FLORIDA j'3i65.(305)552-5973
City/State/Zip Phone #
LOCAL REPRESENTATIVE TA. LAHASSEE
Office Use Only
CORPORATION NAME(S) & DOCUMENT NUMI3ER(S), (if known);
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2.
(Corporation Name)
3.
(Corporation Name)
4.
(Corporation Name)
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Limited Liability
Domestication
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CO
ILI Certified COSx' ••
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LI Certificate of Status
ef..^ i . i a v,r�.r..r:v-r.:L•ir.r 4G'RSfGr�:.I'i4J.f3`•
w Amendment
Resignation of R.A., OMeer/ Director
Change of Registered Agent
Dissolution/Withdrawal
Merger
Foreign
Limited !'Mtn.. ship
Reinstatemen
Trademark
Other
TELEPHONE
(305) 446-2517
Corporate Records Bureau
Division of Corporations
Department of State
P.O. Box 6327
Tallahassee, Florida 32301
LAW OFFICES
G. FRANK QTJESADA
SUITE 200
1313 PONCE DE LEON BOULEVARD
CORAL OABL1tS, t+x,g7>LY1A. a3134/
RE: Incorporation ofBentel Corporation
Gentlemen:
FACSIMILE
(305) 446-7521
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.
V
Enclosure
ARTICLES OF INCORPORATION
OF
BENTEL CORPORATION
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(71C -v
The undersigned incorporator(s), for the purpose of forming a corporation under the j& da :.
Business Corporation Act, hereby adopt(s) the following Articles of Incorporation. gip; it
ARTICLE
ARTICLE II PRINCIPAL OFFICE
The principal place of business and mailing address ofthis corporation shall be:
12460 S.W. 8T 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
ARTICLE V INCORPORATOR(S)
The name(s) and street address(es) of the incorporators) to these Articles of Incorporation
is(are):
Benito M. Irastorza
12460 S.W. 8th Street, Suite 102
Miami, Florida 33184
The undersigned has(have) executed these Articles of Incorporation this tQ _ day of February,
1998.
STATE OF FLORIDA
COUNTY OF DADE
I HEREBY CERI lkY 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.
1k
WITNESS my hand and official seal in the County and State last aforesaid the t) day
ofFebruary,1998.
to of Florida at Large
(Print N
My Co
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CERTIFICATE OF DESIGNATION •
REGISTERED AGENT/ REGISTERED OFFICE
Pursuant to the provisions of Section 607.325, 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
QUE 1 A, Resident Agent
Date: February 10 , 1998
HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE
STATED CORPORATION, AT TIIE PLACE DESIGNANTED IN THIS CERWICATE, I
HEREBY AGREE TO ACT IN THIS CAPACITY, AND I FURTHER AGREE Q;C I ' LY
WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE PROPEPZNIm
COMPLE 1 B PERFORMANCE OF MY DUTIES, AND I ACCEPT THE DU11 9 N '
OBLIGATIONS OF SECTION 607,325, FLORIDA STATUTES. '' r-
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I V
QUESADA, Resi: ent A::. t
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%
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
g:lac1fve client filesVrastorza, benito1233-421 b&f purchase from padin - 4200 and 4214 sw 3rd sfreettzonfng applicatfonlcerfificate of corporate resolution andlncumbency-
vfferadoc
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
thel Corporation and have affixed the Corporate seal of said Corporation hereto this
day of June, 2020.
Benito ' Ira to Se
Certificate of Corporate Resolution and Incumbency
Page 2 of 2
VAX Canon-Braia G Associates
1 " . t
Division of Corporations
Electronic Filing Cover Sheet
lo
57iY. ....
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.
(((1111000003855 3)))
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Doing so will generate another cover sheet.
To:
Division of Corporations
Fax Number : (850)617-6381
From: rC' -31
Account Name : LAMONT, NEIMAN, INTERIAN & t3ELLF:T, P.'A, �=: 0-1
� Account Number : 120000000051 .w., 0
Phone : (305)530-9400 ".-~ . c ri 1
Fax Number : (305)530-9409 ,r':
�1 ..•fir ;r/ri
**Enter the email address for this business entity to be used for futur"'.�'4 G!1 0
annual report mailings. Enter only one email address please.** -;L^T cn
1
Email Address:
DOMESTICATION
VIFERE CORPORATION
Certificate of Status
1
Certified Copy
1
Page Count
05
Estimated Charge
•
$137.50
Electronic Filing Menu Corporate Filing Menu Help
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I /5/2011
01/07(2011 FRI 14:53 PAR Canon-Braia 5 Associates } • 0005/005
F 1
1.,AL �'.. •
(((H11000003855 3)))
CERTIFICATE OF DOMESTICATION
11 JAPE —7 Phi is 28
SECRETARY OF STATE
TAL!_r+H.4 SS E r Lf?Ri()r
The undersigned BENITO IRASTORZA, President of VIFERE CORPORATION a foreign
corporation, in accordance with s. 607.1801, Florida Statutes does hereby certify:
I . 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.
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 of Domestication was
Curacao Netherland Antilles.
6. Attached are Florida Articles of Incorporation to complete the domestication
requirements pursuant to section 607.1801.
I am BENITO IRASTORZA, President of VIFERE CORPORATION and am authorized to
sign this Certificat f Domestication on behalf of the corporation and have done so this the
day of k- r>--"- Cx.�, 2011.
(((H11000003855 3)))
01/07/2011 VRI 14=53 VAX Canon-Araia 4 Asaociates
#((H11000003855 3)))
ARTICLES OF INCORPORATION
OF
VIFERE CORPORATION
U1002/005
3 r�u ?:rJ
11 JAN --7 PH 1: 28
SECRETARY OF STATE
TALLAHASSIT FLORIDA
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
laws 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 $1.00 per share.
The consideration to be paid for each share of stock shall be fixed by the Board of Directors.
-1-
(((H11000003855 3)))
01/07/2011 PRI 14:53 PAX Canon-araia p aa$ociates Et10Q3/005
(((H11000003855 3)))
ARTICLE V
11 JAN --7 PH t: 29
SECRETARY OFSTATE
r
At_(.rtHASSE l,tiRioh,
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.
Vice -President
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
bylaws of the corporation, but shall not be less than one.
-2-
(((H11000003855 3)))
01/O7/2011 FRI 14153 PAX Canon-nrais b 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. 107th Avenue
Miami, Florida 33178
ARTICLE IX
The mailing address of the corporation is:
P.O. Box 560683
Miami, Florida 33256
lip004/o05
PLED
JAN-7 PM 1:28
SECRETARY OF $ TATE.
Executed at / I 141 , Florida, this 20 Tit day of y4'cedo ; .. , 2010.
Benito Jr
Incorp
to*11 3,01.0,37 • /Welk Mh,talnratidt•V,faa(b,pprxiaa•Daamitanon.ex
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