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25741
AGREEMENT INFORMATION AGREEMENT NUMBER 25741 NAME/TYPE OF AGREEMENT HERA PROPERTY REGISTRY, LLC DESCRIPTION SUPPLEMENT TO SERVICES CONTRACT/FORECLOSURE PROPERTY REGISTRATION DATABASE NO. ESC-0258- 24/F I L E ID: 16-00090/R-16-0229/MATTER ID: 24-1714 EFFECTIVE DATE August 29, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/29/2025 DATE RECEIVED FROM ISSUING DEPT. 8/29/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Aileen Carbonell EXT. 1906/1914 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Hera Property Registry, LLC IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Supplement Agreement with Hera Property Registry, LLC Foreclosure Property Registration Database Accessing Contract No. ESC-0258-24 COMMISSION APPROVAL DATE: 5/12/2016 FILE ID: 16-00090 ENACTMENT NO.: 16-0229 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER August 18, 2025 110:45:17 Annie Perez, CPPO EDT ,_„_s,9 SIGNATURE:-4—IP.---, SUBMITTED TO RISK MANAGEMENT August 18, 2025 110:46:31 David Ruiz EDT ,00c.,—dov SIGNATURE: Fro& l'omv) SUBMITTED TO CITY ATTORNEY matter 24-1714 August 28, 2025 11olrsigli , Wysong III �os9ed oy SIGNATURE: thr,y. Riso4 III APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER August 28, 2025 116:13:14 Larry Spring, CPA EDT „o SIGNATURE: L"'' P""" e APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER August 29, 2025 I6A Natasha Colebrook -Williams I UE: o S,9 ed„y a CZ.1.4..44.F&0.4 RECEIVED BY CITY MANAGER August 29, 2025 111:09:57 Arthur Noriega V EDT SIGNATURE: av{luw Novicy, SUBMITTED TO THE CITY CLERK August 29, 2025 115:55:06 Todd Hannon EDT SIGNATURE: r:n - PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Aileen Carbonell Contact Person Procurement Contracting Officer Title 8/18/2025 Date: Procurement Requesting Client (305) 416-1914 Telephone Legal Service Requested: Matter 24-1714: Supplement Agreement with Hera Property Registry, LLC Foreclosure Property Registration Database Accessing Contract No. ESC-0258-24 Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: City of Jacksonville and Hera Property Registry, LLC - Foreclosure Property Registration Database - Accessing Contract No. ESC-0258-24 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE 0 PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ❑ PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ® OTHER (Please explain): Supplemental Agreement 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. This is a Supplemental Agreement to piggyback City of Jacksonville's Foreclosed Property Registration Database Contract No. ESC-0258-24 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? Not an Amendment (Reso 16-0229) 6. WHAT IS THE SCOPE OF SERVICES? Hera provides a registration of foreclosed properties within the City of Miami. 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Code Compliance 8. IS THE AWARDEE INCUMBENT? Yes Updated 1/29/2025 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? This is a revenue generating contract. 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? City of Jacksonville Contract expires December 22, 2026. 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? No spend. 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? N/A Updated 1/29/2025 Tutu o ANNIE PEREZ, CPPO ARTHUR NORIEGA V Chief Procurement Officer City Manager SUPPLEMENT TO SERVICES CONTRACT BETWEEN THE CITY OF JACKSONVILLE AND HERA PROPERTY REGISTRY, LLC The City of Miami, a Florida Municipal Corporation ("City") is accessing contract No. ESC- 0258-24 for the provision of a Foreclosure Property Registration Database from Hera Property Registry, LLC, a Florida Limited Liability Company ("Hera") for the City's Code Compliance Department. That certain Agreement titled "Services Contract between the City of Jacksonville and Hera Property Registry, LLC (Foreclosed Property Registry in Duval County, Florida) made and entered effective as of December 23, 2023, is attached hereto and is incorporated by reference herein and is inclusive of the City of Miami legal requirements. The term of this Agreement is as stated in Section 5 of the Agreement. The effective date of access by the City is August 29th, 2025 1. HERA'S RESPONSIBILITIES: A. Hera will cite the City's Ordinance to mortgagees and proactively contact those that file a public notice of default, lis pendens, foreclosure action, civil action for quiet title, similar actions, and/or take title to real property via foreclosure, deed in lieu of foreclosure, or other any legal means. Hera will electronically provide for registration of foreclosed properties in violation of applicable City ordinances on an ongoing, simple and accessible basis. B. Hera will pay for all costs and expenses related to registration of all foreclosed property, and all administrative costs and fees related thereto. Hera will investigate, report, or take corrective measures monthly to update the property status of all foreclosed property electronically registered and in compliance with the relevant City ordinances. C. Hera will charge a fee as directed by the City per the express terms of the applicable City Ordinances to each Registrant to register all mortgages who comply with the Ordinance ("Registration Fee"). Hera shall retain a flat fee of $100.00 of each collected registration fee and remit the balance to the City in consideration of the services provided. Hera shall forward payment of the City's portion of the registration fee to the City's Finance Department no later than the 15th day of the following month during the term of this Agreement. Hera will not charge the [Registrants] or the City any other fee, cost, mark up, expense or charge except as expressly provided above. D. Hera agrees to provide a website for the registration of each foreclosed property in order to enable compliance with the City's ordinances. E. Hera will execute the City's website Link agreement and meet all City Information and Technology ("DolT"), security, and anti -viral requirements. 2. SUPPLEMENTAL CLAUSES: a) Section 7 of the Services Contract titled "Notices" is hereby deleted and replaced with the following language: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery of by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or if by mail on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO THE CITY: Arthur Noriega V City Manager 3500 Pan American Drive Miami, Florida 33133 George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 TO HERA: Hera Property Registry, LLC 1917 South Harbor City Blvd Melbourne, FI. 32901 Attn.: Clifford Johnson, Manager b) Section 8 of the Services Contract titled "Contract Managers": is hereby deleted and replaced with the following language: Each party will designate a Contract Manager during the term of this Contract whose responsibility shall be to oversee the party's performance of its duties and obligations pursuant to the terms of this Contract. As Effective Date, the City's Contract Manager is Trelana Haines, Assistant Director or designee, 444 SW 2 Avenue 7 Floor, Miami, Florida 33130 (thainesgmiamigov.com) and Hera's Contract Manager is Clifford Johnson, Manager, 1917 South Harbor City Boulevard, Melbourne, Florida 32901 (ciohnson@heraregistry.com). Each party shall provide prompt written notice to the other party about any changes to the party's Contract Manager or his or her contact information; provided, such changes shall not be deemed a Contract amendment and may be provided via email. Page 2 c) Section 11 of the Services Contract titled "Counterparts" is hereby deleted and replaced with the following language: This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 3. THE FOLLOWING CLAUSES HAVE BEEN ADDED TO THIS AGREEMENT: a) Applicable Law, Venue and Attorney's Fees: This Agreement with the City of Miami will be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings between Hera and the City of Miami will be in a court of competent jurisdiction located in Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees. b) Laws and Ordinances Hera shall be responsible to follow and observe all applicable laws, rules, regulations and ordinances of the City, County, State, Federal governments or other public agencies having jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and operations being conducted pursuant to this Agreement. c) Cancellation for Convenience: The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Hera at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Hera compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Hera for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. Hera shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. d) Assignment: Hera's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise sold by Hera, in whole or in part, and Hera shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager, which may be denied, Page 3 withheld or conditioned, in the City's sole discretion through the City Manager. Hera shall have not recourse from the City Manager's refusal to approve this Assignment, other than to cancel the Agreement in the manner provided by subsection (c) above. e) Mediation: This parties may, at their discretion, agree in writing to resolve any dispute between them arising under this Agreement by submitting such dispute to non —binding mediation by a certified mediator in Miami -Dade County, Florida. The parties shall split the cost of the mediator. The decision of the mediator shall not be binding. f) Force Majeure: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. g) City Not Liable for Delays: Hera hereby understands and agrees that in no event shall the City be liable for, or responsible to Hera or any sub -contractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. h) Use of Name: Hera understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Hera is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Hera agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent from the City Manager or the City Commission. Page 4 i) No Conflict of Interest: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Hera hereby certifies to the City that no individual member of Hera, no employee, and no sub- contractor under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Hera hereby represents and warrants to the City that throughout the term of this Agreement, Hera, its employees, and its sub -contractor will abide by this prohibition of the City Code. j) No Third -Party Beneficiary: No persons other than Hera and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. k) Survival: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. I) Truth -in -Negotiation Certification, Representation and Warranty: Hera hereby certifies, represents and warrants to the City that on the date of Hera's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Hera under this Agreement are and will continue to be accurate, complete, and current. Hera understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. m) Independent Contractor: This Agreement does not create an employee/employer relationship between the parties. It is the express intent of the parties that Hera is an independent Hera under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, any benefits under the City Pension Ordinances, and the State unemployment insurance law. Hera shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Hera's activities and responsibilities hereunder. Hera agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it makes its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship, joint venture partnership or other affiliated entity status between Hera and the City and the City Page 5 will not be liable for any obligation incurred by Hera, including but not limited to unpaid minimum wages and/or overtime premiums. In this regard the City is not responsible for any debts, defaults, acts or omissions of Hera or its officials, agents, servants and employees. n) Nondiscrimination, Equal Employment Opportunity, and Americans with Disability Act: Hera shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Hera shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Hera affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Hera affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Hera shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. o) Public Records: Hera hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Hera agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Hera's failure or refusal to comply with the provisions of this section shall result in immediate termination of Hera by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, Hera shall comply with the Florida Public Records Laws, specifically Hera shall: 1) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. Page 6 2) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Motorola upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically shall be provided to the City in a format compatible with the information technology systems of the public agency. Should Hera determine to dispute any public access provision required by Florida Statutes, then Hera shall do so at its own expense and at no cost to the City. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416- 1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE VENDOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. p) Indemnification A. Hera shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, employees, agencies, and instrumentalities (individually and collectively the "Indemnitees"), from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by Hera, Hera's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to Hera's services which are applicable to the Contract, as a result of the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Hera and persons employed or utilized by Hera in the performance of this Contract. Hera shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the lndemnitees were negligent. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), Hera shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Hera expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Hera shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. B. The indemnification provided above shall obligate Hera to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and Page 7 description which may be brought against the City, whether performed by Hera, or persons or entities employed or utilized by Hera. C. These duties shall survive the cancellation or expiration of this Agreement. This Section shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conform to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. D. Hera shall require all sub -contractor agreements to include a provision that each sub- contractor shall indemnify, hold harmless and defend the City in substantially the same language as this Section. Hera agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of Hera in which the City participated either through review or concurrence of Hera's actions. In reviewing, approving or rejecting any submissions by Hera or other acts of the Hera, the City, in no way, assumes or shares any responsibility or liability of Hera or sub -contractor under this Contract. E. Ten dollars ($10.00) of the payments made by the City shall constitute separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by Hera. Insurance: Hera shall provide and maintain in force at all times during the Agreement with the City, such insurance, including Workers' Compensation and Employer's Liability Insurance, Comprehensive General Liability Insurance, Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by Hera. A. Workers' Compensation subject to Statutory limits for the State of Florida with $100,000 Employers Liability. B. Commercial General Liability Insurance with limits of no less than $1,000,000.00 per occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, including death, and property damage. The certificate of insurance shall insure exposures arising out of premises and operations, products and completed operations, personal injury and advertising liability, and include coverage for contingent and contractual exposures. This insurance shall be written on a primary and non-contributory wording, and shall list the City of Miami as an additional insured. C. Business Auto Liability protecting against bodily injury and property damage arising out of operation, maintenance or use of any auto, including owned, non -owned and hired automobiles exposures, with limits of not less than $1,000,000.00 per accident. The City shall appear listed as an additional insured on this coverage. D. Professional Liability/Errors and Omissions Insurance with limits of liability provided by such policy of no less than $1,000,000.00 per claim, $1,000,000 policy aggregate including retro date coverage. E. A Certificate of Insurance acceptable to the City shall be provided listing the above coverages and providing 30 days prior written notice to the City in the case of Page 8 cancellation. The City shall be named as an additional insured on all liabilities, except professional liability and workers' compensation coverage. A copy of the certificate shall be mailed to the City's Risk Management Department at the time Hera executes this Agreement. r) Public Entity Crimes: To be eligible for award of a contract, firms wishing to do business with the City must comply with Section 287.133(2)(a) of the Florida Statutes, which provides that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Proposal on a contract to provide any goods or services to a public entity, may not submit a Proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit Proposals on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO, as defined by Section 287.017(2) of the Florida Statutes, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. s) E-Verify Employment Verification: Hera shall E-Verify the employment status of all employees and subconsultants to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by Hera of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Hera knowingly employs unauthorized aliens, such violation shall be cause for termination of this Agreement. Furthermore, Hera agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e-verify.uscis.gov/emp, to verify the employment eligibility of all employees during the term of this Agreement. Hera shall also include a requirement in subconsultant agreements that the subconsultant shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subconsultant during the term of this Agreement. t) Anti-trust Violators Vendors: Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. u) Anti -Human Trafficking: Hera confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section Page 9 787.06, Florida Statutes. Hera shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached and incorporated herein as Anti -Human Trafficking Affidavit Attachment A. If Hera fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Hera for any additional compensation or for any consequential or incidental damages. Page 10 IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST: Corporate Seal/Notary Seal ATTEST: By: ,--0000sigoea by: Todd B. Hannon City Clerk Signed by: "HERA" HERA PROPERTY REGISTRY LLC, a Florida Limited Liability Company Bv. ohnson Founder/CEO "CITY" CITY OF MIAMI, a Florida Municipal Corporation By: ,--000usigoea by: antur Noriuy, Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS REQUIREMENTS By: oocuslgneG by: e—OS G�ore� NotAl HI ij hi —xB]18+F4FF88]JBB.. George K. Wysong III 24-1714 City Attorney By: oocuslgnea by: raa� Goktfy David Ruiz, Interim Director Risk Management Page 11 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, HERA Property Redistrv, LLC, a Limited Liability Company, desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this company is a uthorized to enter into the Agreement with the City, and the CEO is hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this / day of AlvS , 2025. HERA PROPERTY REGISTRY, LLC ("Hera") A FLORIDA (State) Limited Liability Company By: Print Name: Clifford J. Johnson, TITLE: CEO (sign) Page 12 ANTi-HlMAN TRAFFiCKIN( AFFIDAVIT Fhe tnidersigned aliirizis, certifies, attetit and stiI as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Horida and in good standing with the Florida Department of State. T)ivision of Corporations. b. [he nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City') or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287. I38(1), Florida Statutes (2024). c. l lte nongovernmental entity is not inviolationof Section 787.06, hloridai Staitutes (2024), titled "I liana!) T aflicking." d. The nongovernmental entity= does not use "coercion" for labor or services as defined in Section 787 (1fi. Honida Statutes (2(124), attached and incorporated herein as Exhibit Affidavit -I. l ender penalties of perjury. I declare the litllowin a. I have read and understand the foreoing Anti -Human 1'raflicking Affidavit and that the facts, staitetuents and representations provided in Section 1 are true and correct. b. 1 am an officer or a representative of the nongovernmental entity authorized to execute this anti - 'roman Trafficking Affidavit. Nc ngovernmental Entity: ! (Jr` rt NanceCA,rA+ljtasir Signature ofOfl'icer: Office Address: ficer Title: 0-1) Email Address: e �64A,44"e• ke`"i-Ix ion Main Phone Number: SZ t - 2. 3 4- C 3 FI IN No. r SIAhp: O' COI tN1Y 1'11-I)AI)1: 1I cttoii e in trier en rids ti.kc t d s b ed h'tire me by means of plis tciil presence or 1 online notarization. this e rday of (`. by,, ie authorized officer or representauye ihr the nongovertmtental entity.. I Ie'slie > .onatly known to me +T has produced `�� as identification. --�-4,11_a ('ti( t .tit "'�"' 1 l ElLEEW SHAFFER HDRNBAKE ;" Notary Public - State of Florida Commission # HH 355526 n4 ' My Comm. Expires Jan 29, 2027 Bonded through National NotarAssn. l ureui (Primed, I yped, or Stumped ivainc of Notary I'uhlic ) DIVISION OF CORF' lr rif r J r ,r�1 eyf trD rrl an official 21aat t {lu■/slaa su bsli Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company HERA PROPERTY REGISTRY, LLC Filing Information Document Number L23000234233 FEI/EIN Number 93-1395066 Date Filed 05/11/2023 Effective Date 05/11/2023 State FL Status ACTIVE Principal Address 1917 S. HARBOR CITY BLVD MELBOURNE, FL 32901 Changed: 03/06/2024 Mailing Address 1917 S. HARBOR CITY BLVD MELBOURNE, FL 32901 Changed: 03/06/2024 Registered Agent Name & Address JOHNSON, CLIFFORD 1917 S. HARBOR CITY BLVD MELBOURNE, FL 32901 Address Changed: 03/06/2024 Authorized Person(s) Detail Name & Address Title MGR JOHNSON, CLIFFORD 1917 S HARBOR CITY BLVD MELBOURNE, FL 32901 Annual Reports Report Year Filed Date 2024 2025 03/06/2024 02/26/2025 Document Images 02/26/2025 -- ANNUAL REPORT View image in PDF format 03/06/2024 -- ANNUAL REPORT View image in PDF format 05/11/2023 -- Florida Limited Liability View image in PDF format Florida Department of State, Division of Corporations SERVICES CONTRACT BETWEEN THE CITY OF JACKSONVILLE AND HERA PROPERTY REGISTRY, LLC (Foreclosure Property Registration Database) // THIS SERVICES CONTRACT is made and entered into on this 023 day of I�GI�,�ucM� , 2024, but shall be effective as of November 11, 2023 (the "Effective Date"), by and between the CITY OF JACKSONVILLE, a consolidated municipal corporation and political subdivision existing under the laws of the State of Florida (the "City"), and HERA PROPERTY REGISTRY, LLC, a Florida limited liability company ("Contractor"). RECITALS WHEREAS, the City issued a Request for Proposal No. ESC-0258-24 (the "RFP") for certain services described in the RFP (the "Services"); and WHEREAS, based on Contractor's response to the RFP (the "Response"), the City has negotiated and awarded this Contract to Contractor; and WHEREAS, on December 23, 2023, the City's Competitive Sealed Proposal Evaluation Committee and Mayor approved an award to Contractor for the provision of Services as described in the Response and the scope of services attached hereto as Attachment A (the "Scope of Services"). NOW, THEREFORE, in consideration of the mutual premises and covenants and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The above stated recitals are true and correct and, by this reference, are made a part hereof and are incorporated herein. Any exhibit or attachment to this Contract that is referenced in this Contract is, by this reference, made a part of this contract and is incorporated herein. 2. Performance of Services. Contractor agrees to perform the Services as specified in the RFP, the Response, and the Scope of Services. 3. Compensation. The City will pay the Contractor for the Services in accordance with the RFP and the price sheet attached hereto as Attachment B. 4. Maximum Indebtedness. As required by Section 106.431, Ordinance Code, the City's maximum indebtedness for all products and services under this Contract shall be a fixed monetary amount not -to -exceed Zero and 00/100 Dollars ($0.00). All payments 1 to Contractor under this Contract are contingent upon the existence of lawfully appropriated funds for the Contract. 5. Term. The term of this Contract shall commence on the Effective Date and shall continue for a two (2) year period, unless sooner terminated by either party in accordance with the terms of the RFP. The City may renew this Agreement for up to three (3) additional one (1) year terms in accordance with the RFP. 6. Contract Documents. This Contract consists of the following documents, which are hereby incorporated as if fully set forth herein and which, in case of conflict, shall have priority in the order listed: • This Contract, as modified by any subsequent signed amendments. • Any amendments to the RFP. • Specific Information regarding the RFP (Section 1 of the RFP). • Description of Services and Deliverables (Section 4 of the RFP). • General Instructions (Section 2 of the RFP). • General Terms and Conditions of Agreement (Section 3 of the RFP). • Any Purchase Order under the Contract. • The Response, provided that any terms in the Response that are prohibited under the RFP shall not be included in this Contract. 7. Notices. All notices under this Contract shall be in writing and shall be delivered by certified mail, return receipt requested, or by other delivery with receipt to the following: As to the City: City of Jacksonville Housing and Community Development Division 214 North Hogan Street, 7TH Floor Jacksonville, Florida 32202 Attention: Chief As to Contractor: Hera Property Registry, LLC 1900 South Harbor City Boulevard, Suite 211 Melbourne, Florida 32901 Attention: Manager 8. Contract Managers. Each party will designate a Contract Manager during the term of this Contract whose responsibility shall be to oversee the party's performance of its duties and obligations pursuant to the terms of this Contract. As of the Effective Date, the City's Contract Manager is Robert Ownby, Housing Property Administrator, 214 2 North Hogan Street, 7111 Floor, Jacksonville, Florida 32202 (ROwnby@coj.net), and the Contractor's Contract Manager is Clifford Johnson, Manager, 1900 South Harbor City Boulevard, Suite 211, Melbourne, Florida 32901 (cjohnson@herearegistry.com). Each party shall provide prompt written notice to the other party of any changes to the party's Contract Manager or his or her contact information; provided, such changes shall not be deemed Contract amendments and may be provided via email. 9. Entire Agreement. This Contract constitutes the entire agreement between the parties hereto for the Services to be performed and furnished by Contractor. No statement, representation, writing, understanding, agreement, course of action or course of conduct, made by either party or any representative of either party, which is not expressed herein, shall be binding. Contractor may not unilaterally modify the terms of this Contract by affixing additional terms to materials delivered to the City (e.g., "shrink wrap" terms accompanying or affixed to a deliverable) or by including such terms on a purchase order or payment document. Contractor acknowledges that it is entering into this Contract for its own purposes and not for the benefit of any third party. 10. Amendments. All changes to, additions to, modifications of, or amendments to this Contract, or any of the terms, provisions, and conditions hereof, shall be binding only when in writing and signed by the authorized officer, agent, or representative of each of the parties hereto. 11. Counterparts. This Contract, and all amendments thereto, may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. [Remainder of page left blank intentionally. Signature pages follow.] 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Contract as of the day and year first written above. CONTRACTOR INFORMATION Name: Contact: Address: Telephone: E-Mail: Federal Tax HERA PROPERTY REGISTRY, LLC, a Florida Limited Liability Company By: Hera Property Registry, LLC Clifford Johnson, Manager 1917 South Harbor City Boulevard Melbourne, Florida 32901 (321) 234-5303 cjohnson@heraregistry.com Identification Number: 93-1395066 nson, Manager [Signature page of the City of Jacksonville to immediately follow this page.] 4 ATTEST: Bv: ames R. orporation S CITY OF JACKSONVILLE, a consolidated political subdivision and municipal corporation existing under the laws of the State of Florida By: Encumbrance and funding information for internal City use: Amount $0.00 Donna Deegan, M Karen Bowling Chief Administrative Officer For: Mayor Donna Deegan Under Authority Of: Executive Order No: 2023-02 This above -stated amount is the maximum fixed monetary amount of the foregoing Contract. It shall not be encumbered by the foregoing Contract. It shall be encumbered by one (1) or more subsequently issued purchase order(s) that must reference the foregoing Contract. All financial examinations and funds control checking will be made at the time such purchase order(s) are issued. In accordance with Section 24.103(e), Jacksonville Ordinance Code, I do hereby certify that there is an unexpended, unencumbered and unimpounded balance in the appropriation sufficient to cover the foregoing Contract; provided, however, that this certification is not nor shall it be interpreted as an encumbrance of funding under this Contract. Actual encumbrance(s) shall be made by subsequent purchase order(s), as specified in said Contract. FORM APPROVED: B of General Counsel Cidrin4 A-oxcli,c As Director of Finance City Contract # 70983-24 POA # 70983-24 G:\Finance & Compliance\Legal\Contracts\OGC Fina1\2023-2024\ Services Contract (Foreclosure Property Registry) — Hera Property Registry-FINAL.doc GC-#1609778-v2-Hera_Property_Registry_LLC_ESC-0258-24_2023-2024_Foreclosure_Property_Registry_Services_Contract.docx 5 ATTACHMENT A Scope of Services Contractor shall provide qualified expertise and experience in developing, implementing, and maintaining a secure web -based system for the registration, collection of registration fees, and tracking of properties falling under the requirements for registration according to the provisions of the City of Jacksonville Code of Ordinances, Chapter 179 Mortgage Foreclosure Registration. Services shall include, but not be limited to the following: 1) Develop or acquire and maintain a web -based electronic database of searchable property records and provide all required services necessary to implement the real property registry which allows all mortgage holders the opportunity to go on-line and register fee collection requirements. Requirements of the web -based electronic database shall include: a. Password protection. b. Generate reports. c. Supported by all web browsers. d. Any other functionality to support their business. 2) Identify real properties within the City of Jacksonville (the "City"), as well as mortgagees that hold a mortgage on real property and has declared its mortgage to be in default. Additionally, provide tracking of occupancy status for properties required to register. Identify the kind of real property (e.g., mobile home, residential, commercial, investment, etc.) being registered. 3) Notify mortgage holder of its requirement to register properties, identify information required to complete registry, access to the registry system, select and identify the local property manager and any other information necessary by the mortgage holder to complete the registry of the property. 4) Provide mortgage holder of its requirement to register properties, within ten (10) days of the date that the mortgagee declares its mortgage to be in default; pursuant to City Ordinance 2018-104-E. 5) Train with and provide support to the responsible person for the mortgagee to electronically register the information. 6) Provide the City free access to, and training on, the web -based electronic registry system and reporting tools. 7) Provide any necessary reporting of registry data to the City as well as provide system access for the City to create and generate reports via the internet. 8) Provide the financial accounting of property registrations, identifying those that are in compliance with the ordinance, as well as those that have not or are not meeting their financial obligations. 9) Provide the City annual audit financials and other requested materials upon request. 10) Track and report all changes of information in status, and update information on a monthly basis at a minimum. Maintain and ensure accurate, up-to-date data at all times. 6 11) Work with the City to include an enforcement module to the web -based database to track registrations enforced through a Special Magistrate process. The specifics of the kind of data that will be tracked will be provided by the City during the development of this module. 12) Provide a batch of registrations that meet the eligibility requirements for enforcement through the Special Magistrate process of the City when and as requested by the City. Ensure all data for such registrations are current and accurate. 13) Contractor shall maintain sufficient personnel and financial resources to handle the scope of services workload in a timely and cost-effective manner. 7 ATTACHMENT B Price Sheet Form 1 — Price Sheet NAME OF CONSULTANT - Hera Property Registry, LLC SCHEDULE OF PROPOSED PRICES/RATES 1. Flat Fee (payable upon completion of project or upon completion of listed deliverables): $100 per registration fee collected. If charges are based on hours worked, the hourly direct labor rates (without Fringe Benefits) are: Principal (Partner or Senior Officer): $ N/A hr. Project Manager (Responsible Professional): $ N/A hr. 3. Other Direct Project Costs per Unit (please specify) N/A 4. Estimated percentage of total fee to be performed by subcontractors: 0 5. Please provide any other relevant rates that may apply to this project including average direct hourly labor rates for other categories of proposed personnel: N/A 5. Please provide a breakdown of any and all project fees or costs retained as a result of the collection of property registrations fees collected under the guidelines of City of Jacksonville Code of Ordinances, Chapter 179, Mortgage Foreclosure Registration: Hera Property Registry, LLC retains $100 per registration fee collected to cover its costs associated with the program. 8 City of Miami Master Report Enactment Number: R-16-0229 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16-00090 Version: 1 File Type: Resolution Reference: Controlling Body: Office of the City Clerk File Name: Auth. Piggyback - Abandoned Property Regis. Srvs Introduced: 1/25/2016 Requester: City Manager's Office Cost: Final Action: 5/12/2016 Status: Passed Title: ARESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE PROCUREMENT OF FORECLOSED AND ABANDONED PROPERTY REGISTRY SERVICES FROM COMMUNITY CHAMPIONS CORPORATION, FOR THE CITY OF MIAMI CODE COMPLIANCE DEPARTMENT, PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, UTILIZING THE EXISTING COMPETITIVELY BID CITY OF JACKSONVILLE, FLORIDA CONTRACT, REQUEST FOR PROPOSAL NO. P-38-15, EFFECTIVE THROUGH SEPTEMBER 30, 2017, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT CONTRACTS BY THE CITY OF JACKSONVILLE, FLORIDA; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE SUPPLEMENTAL AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. Sponsors: Notes: Indexes: Attachments: 16-00090 Summary Form.pdf,16-00090 Back -Up Documents.pdf,16-00090 Legislation.pdf,16-00090 Exhibit - Agreement.pdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: 1 Office of the City 2/25/2016 Attorney 1 City Commission 1 Reviewed and Approved 5/12/2016 ADOPTED Office of the Mayor 5/20/2016 1 Office of the City Clerk 5/20/2016 Signed by the Mayor Office of the City Clerk Signed and Attested by City Clerk Pass City of Miami Page 1 Printed on 5/31/2016 City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www,miamigov,com File Number: 16-00090 Final. Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE PROCUREMENT OF FORECLOSED AND ABANDONED PROPERTY REGISTRY SERVICES FROM COMMUNITY CHAMPIONS CORPORATION, FOR THE CITY OF MIAMI CODE COMPLIANCE DEPARTMENT, PURSUANT TO SECTION 18-111 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, UTILIZING THE EXISTING COMPETITIVELY BID CITY OF JACKSONVILLE, FLORIDA CONTRACT, REQUEST FOR PROPOSAL NO, P-38-15, EFFECTIVE THROUGH SEPTEMBER 30, 2017, SUBJECT TO ANY RENEWALS, EXTENSIONS, OR REPLACEMENT CONTRACTS BY THE CITY OF JACKSONVILLE, FLORIDA; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE THE SUPPLEMENTAL AGREEMENT., IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE, WHEREAS, the City of Miami ("City") has a large number of foreclosed and abandoned properties that are not registered with the City, including properties in unsafe and blighted conditions; and WHEREAS, the City does not maintain a process to track and manage foreclosed and abandoned properties owned or managed by financial institutions within the City; and WHEREAS, the City has -determined that the use of a Foreclosed and Abandoned Property Registry managed by Community Champions Corporation Is a critical need for the City's Code Compliance Department; and WHEREAS, the City desires to piggyback the contract currently in place between the City of Jacksonville, Florida and Community Champions Corporation for the provision of these services at no cost to the City; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1, The recitals and findings contained in the Preamble to .this Resolution are adopted by reference and Incorporated as if fully set forth in this Section. Section 2, The procurement. of Foreclosed and Abandoned Property Registry Services from Community Champions Corporation, for the City's Code Compliance Department, pursuant to Section 18-111 of the Code of the City of Miami, Florida, as amended, utilizing the existing competitively bid City of Jacksonville, Florida contract, Request for Proposal No. P-38-15, effective through September 30, 2017, subject to any renewals, extensions, or replacement contracts by the City of Jacksonville, Florida, is authorized, Section. 3. The. City Manager is authorized {1 } to execute. the Supplemental Agreement to the City of Jacksonville, Florida contract, in substantially the attached form, for said purpose. City ofAliami Page I of 2 File Id: 16-00090 (Version.:1) Printed 0n; 5/2/2016 File Number; 16-00090 Section 4, This Resolution shall become effective immediately upon its adoption and signature of the Mayor. {2} ,,-- APPROVED ALTO FORM AND CORRECTNESS: VJ.CTOR1A MENC'SEZ ITY ATTORNEY ootnotes: {1} The herein authorization is further subject to compliance with all requirementsthat may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and Code provisions, {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 2 of 2 File Id: 16-00090 (Version: 1) Printed On: 5/2/2016 AkCERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/15/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (888)925-3137 (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Hera Property Registry, LLC 1917 S HARBOR CITY BLVD MELBOURNE FL 32901-4747 INSURERA: Hartford Underwriters Insurance Company 30104 INSURER B : Hartford Fire Insurance Company 19682 INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL X LIABILITY OCCUR X 76 SBU AY9R1 (/4C) 07/1,,�//2''/\�� 19, \ \ 7/12/2026 EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTEDPREMISES (Ea occurrence) $1,000,000 x General Liability MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 A AUTOMOBILE _ X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS I Y ,,, SBJ%�" 4 y� (V\ V 07/12/2025 07/12/2026 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) X PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS- MADE 76 SBU AY9R14 07/12/2025 07/12/2026 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT B FailSafe Technology Errors or Omissions Liability 76 SBU AY9R14 07/12/2025 07/12/2026 Each Wrongful Act Aggregate A re ate Limit $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SL0000, attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Miami a political subdivision of the State of Florida 444 SW 2ND AVE MIAMI FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE / r��t,-, (73o 7./2dLG-./ze.Gr�, ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/14/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Closson Insurance Agency, LLC 1201 S. Orlando Avenue Suite 200 Winter Park FL 32789 CONTACT Erica Livengood NAME: (q/C,NE Ext): (407) 898-2211 FAX No): (407) 898-1850 E-MAIL ELivengood@clossoninsurance.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Technology Insurance Company 42376 INSURED Hera Property Registry LLC 1917 S Harbor City Blvd Melbourne FL 32901 INSURER B : At Bay Specialty Insurance Co 19607 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 7.18.25 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY)1- POLICY EXP (MMIDD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY v �iw)� V <4~- EACH OCCURRENCEDAMAGE $ CLAIMS -MADE OCCUR TO TED PREMISES (Ea occurrrence) $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: GENERAL AGGREGATE $ PRODUCTSPRODUCTS - COMP/OP AGG $ $ AUTOMOBILE - _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED,(<, AUTOS ONLY O 51, COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ - UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE 91 LIIII9 O ` EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N /A TWC4637001 07/12/2025 07/12/2026 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ B Professional Liability AB-6740289-03 07/18/2025 07/18/2026 Technology Information Privacy Network Security $1,000,000 $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) A Blanket Waiver of Subrogation applies to the Workers Compensaiton as required by contract CERTIFICATE HOLDER CANCELLATION I The City of Miami, a political subdivision of the State of Florida 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization as required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 7/12/2025 Policy No. TWC4637001 Endorsement No. 0 Insured HERA PROPERTY REGISTRY LLC Premium $ 458 Insurance Company Technology Insurance Company, Inc. Countersigned by WC 00 03 13 (Ed. 04-84) kik Declarations: Employment Practices Liability Coverage Part COVERAGE PROVIDED BY THIS COVERAGE PART IS CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE SPECIFIED HEREIN: COVERAGE APPLIES ONLY TO A CLAIM FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND WHICH HAS BEEN REPORTED TO US IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS. COVERAGE IS SUBJECT TO THE INSURED'S PAYMENT OF THE APPLICABLE DEDUCTIBLE. PAYMENTS OF CLAIM EXPENSES ARE SUBJECT TO, AND REDUCE, THE AVAILABLE LIMITS OF LIABILITY. PLEASE READ THE COVERAGE PART CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. UPON TERMINATION OF THIS COVERAGE PART, EXTENDED REPORTING PERIOD COVERAGE IS AVAILABLE. This Declarations Page, with Common Policy Conditions, Employment Practc,Es Liability Coverage Form and Endorsements, if any, shall together constitute this Employment PracticFs !_iahility Coverage Part, which in turn forms a part of the Policy Number shown below. The Nuclear Energy Liability Exclusion (Form SL 20 06) of the Po!icy 'o which this Coverage Part is attached also applies to this Coverage Part. Policy Number: 76 SBU AY9R14 Nam sured and Mailing Address: Hera erty Registry, LLC Policy Period 1917` HARBOR CITY BLVD Effective date: 07/12/2025 MEeBOURNE, FL 32901-4747 Expiration date: 07/12/2026 .;f" ®' 12:01 A.M., Standard time at the address of the named insured as stated herein. 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company One Hartford Plaza, Hartford, r'-' 06155 This Spectrum® Business Owner's Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SL 55 74 10 18 Process Date: 06/02/2025 Policy Expiration Date: 07/12/2026 THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD RETROACTIVE DATE ENDORSEMENT EMPLOYMENT PRACTICES LIABILITY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM I. SECTION I - INSURING AGREEMENT of this Coverage Part is amended to include the following: This Coverage Part applies only to "claims" for "wrongful acts" that occurred on or after the "retroactive date" set forth in the Declarations and before the end of the "policy period", regardless of whether such "claim" is made during the "policy period" or the Extended Reporting Period, if applicable. II. The following definition is added to SECTION II - DEFINITIONS of this Coverage !art: "Retroactive date" means the date specified in the Declarations. If no da e i" specified, the "retroactive date" will be the same as the Effective Date of this Coverage Part. All other terms and conditions of this Coverage Part remain unchang€a. Form SL 55 37 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) De Vito, Daniel From: Gomez Jr., Francisco (Frank) Sent: Friday, August 15, 2025 12:22 PM To: De Vito, Daniel; Quevedo, Terry Cc: Aviles, Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR HERA PROPERTY REGISTRY LLC Hello Danny, The insurance is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Friday, August 15, 2025 11:26 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR HERA PROPERTY REGISTRY LLC Good morning Frank, i w Please see attached updated COIs from vendor. Thank you! Daniel De Vito Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office (305) 416-1916 — Fax (305) 400-5075 Email: dadevito©miamigov.com Helpful Links: For vendor registration click Here For current solicitations please Visit our Solicitation Page Current contracts can be viewed by Visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence Webpaefe From: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Sent: Thursday, August 14, 2025 2:26 PM To: De Vito, Daniel <DaDeVito@miamigov.com>; Quevedo, Terry < !do@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR HERA PROPERTY REGISTRY LLC Hello Danny, Please amend to reflect primary arl -on contribctcry along with retroactive date in terms of the PL policy. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fg0MeZ@MiaMigov.com 2 "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Thursday, August 14, 2025 2:24 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR HERA PROPERTY REGISTRY LLC Good afternoon team, Please review the insurance attached at your earliest cony ie ce and advise if adequate according to insurance requirements contained therein. Thank you! Daniel De Vito Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 - Fax ( ) 400-5075 Email: dadevito@miamigov.co Helpful Links: For vendor registration click Here For current solicitations please Visit our Solicitation Page Current contracts can be viewed by Visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence Webpage 3 Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, August 29, 2025 4:25 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Del Oro, Jessica Subject: Executed Supplement Agreement Hera Property Registry, LLC (matter 24-1714) Attachments: Supplement Agreement Hera Property Registry, LLC (matter 24-1714).pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Jessica: Please close Matter 24-1714. Thank you, Aimee candaniltai Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i