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HomeMy WebLinkAbout24621AGREEMENT INFORMATION AGREEMENT NUMBER 24621 NAME/TYPE OF AGREEMENT HERA PROPERTY REGISTRY, LLC DESCRIPTION EXPERT CONSULTANT AGREEMENT/DEVELOP, IMPLEMENT & MAINTAIN A WEB -BASED SYSTEM FOR THE REGISTRATION & TRACKING OF PROPERTIES/MATTER ID: 23-2452 EFFECTIVE DATE October 10, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/10/2023 DATE RECEIVED FROM ISSUING DEPT. 10/11/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: HERA PROPERTY REGISTRY, LLC. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ■❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): EXPERT CONSULTANT HERA PROPERTY REGISTRY, LLC. Expert Consultant to provide the Department of Code Compliance. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER October 5, 2023 Annie Perez, CPPO I 14:50:37 T.,,, SIGNATURE:--¢^^-- ��8�5d0€8]36A6Afi.. RISK MANAGEMENT October 5, 2023 Ann -Marie Sharpe I 14 : 54 : 59 EQT. SIGNATURE: fi� Ctd, CITY ATTORNEY Matter 23-2452 October 7, 2023ViIctgaeggeiDT �bbsAy dybF2bdkb... u5lgnetl by: SIGNATURE: %/ -)" r°' ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER October 10, 2023 Larry Spring, CP 9AFfiFE045' I 14:43:15 EDT �oos,9.tl by SIGNATURE: fir,, s,, ,,, ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER October 10, 20?3' hgr4N : i:eig E\/ DT SIGNATURE: hILL,,,,,,, NovitlC,, CITY CLERK October 10, 2023 odd I 17:17 05 EDT C—"s'--- SIGNATURE: eafiNSOODcF,ass PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Eduardo Falcon Contact Person Procurement Contracting Manager Title 10/5/2023 Date: Procurement Requesting Client (305) 416-1901 Telephone Legal Service Requested: Matter 23-2452: Expert Consultant Hera Property Registry, LLC to provide the Department of Code Compliance. 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 EXPERT CONSULTANT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND HERA PROPERTY REGISTRY, LLC THIS AGREEMENT ("Agreement") is made and entered into this lothday of October , 202 3 effective upon signature ("Effective Date"), by and between the City of Miami, Florida, a Florida municipal corporation ("City"), whose address is 444 S.W. 2nd Avenue, Miami, Florida 33130, and HERA PROPERTY REGISTRY, LLC, a Florida Limited Liability Company authorized to conduct business in Florida ("Expert Consultant" or "HERA"), whose address is 1900 S. Harbor City Blvd 211 Melbourne, FL 32901. WITNESSETH: WHEREAS, the City, from time to time, retains firms or individuals acting as independent contractors on a contractual basis for a specific term to perform certain specialized and defined tasks for the City and which tasks, by their nature, require independent and autonomous judgment; and WHEREAS, the City must retain the professional services of the Expert Consultant to provide the Department of Code Compliance ("Code") with the Scope of Services defined in Exhibit "A", attached and incorporated ("Services"); and WHEREAS, the City, through the City Manager's Office, has deemed the Expert Consultant qualified in accordance with Sections 18-72,18-73, and 18-116 of the Code of the City of Miami, Florida, as amended ("City Code"), and the Expert Consultant agrees to perform the Services as defined and described herein; NOW, THEREFORE, pursuant to Sections 18-72, 18-73, and 18-116 of the City Code, in consideration of the mutual obligations expressed herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the City and the Expert Consultant agree as follows: Section 1. Recitals and Incorporations. The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Section 2. Scope of Services. Pursuant to the City Code, the City Manager may retain an Expert Consultant and assign the same to a City Department. The Expert Consultant identified above will be assigned to assist Code, or its designee, and shall perform the Services outlined in Exhibit "A", attached and incorporated. The Expert Consultant represents to the City that the Expert Consultant is now, upon execution of this Agreement, and shall at all times during the term of this Agreement remain, fully qualified, competent, and capable to perform the Services under this Agreement. Section 3. Remuneration, Audit and Inspection. A. The Expert Consultant shall pay the City one hundred dollars ($100.00) per registration and the Expert Consultant will receive one hundred dollars ($100.00) per registration as compensation for the services specified in Exhibit "A". Even if there is, at the discretion of the City, an Amendment to increase Page 1 of 12 the renumeration, in no event shall the total of remuneration for all Services exceed One Hundred Twenty -Five Thousand Dollars ($125,000.00) per year. The City, in its best interest, reserves the right to request additional related services to be provided by the Expert Consultant. Any additional services in excess of those described in Exhibit "A" shall be negotiated and pre -approved in writing by the City Manager or designee prior to the services being rendered. The Expert Consultant will provide a detailed invoice listing daily work for any billing period and will also report the number of hours worked and tasks completed as enumerated in Exhibit "A" during that period. B. The Expert Consultant shall not be entitled to any employment emoluments and, as such, the Expert Consultant shall be required to complete Internal Revenue Services ("IRS") Form W-9 prior to execution of this Agreement. Further, the Expert Consultant expressly acknowledges that the Expert Consultant shall not acquire status, benefits, or rights as a City employee, temporary or permanent, classified or unclassified, by virtue of this Agreement. The Expert Consultant shall provide the City Manager with the completed IRS Form W-9 at the time of execution of the Agreement. C. Unless otherwise specifically provided in Exhibit "A", pursuant to the Florida Prompt Payment Act, payment will be made within forty-five (45) days after receipt of the Expert Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow proper audit of expenditures should the City require one to be performed. D. The City may, at all reasonable times and for a period of up to three (3) years following the date of final payment by the City to the Expert Consultant under the Agreement, audit, cause to be audited, inspect, or cause to be inspected those books and records of the Expert Consultant which are related to the Expert Consultant's performance under the Agreement. The Expert Consultant agrees to maintain such books and records at a location within the City for a period of three (3) years after final payment is made under the Agreement. Section 4. Term. The Agreement shall become effective as of the Effective Date as defined on its first page and shall be for the duration of six (6) months with one (1) six (6) month option to renew at the City's sole discretion. The City, acting by and through the City Manager, shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause. Section 5. Termination. This Agreement may be terminated at any time at the sole discretion of the City Manager, with or without cause. In the event of termination of this Agreement for any reason, with or without cause, Expert Consultant shall not have recourse to any City Grievance or Disciplinary Procedure. In the event of termination, Expert Consultant will be compensated for actual Services rendered up to and including, date of termination. Section 6. Relationship Between Parties. A. The Expert Consultant, under the terms and conditions of this Agreement, is an independent contractor and not a City employee. As the Expert Consultant is an independent contractor, the Expert Consultant shall not be entitled to any employment emoluments. Access and use of City property shall be at the sole discretion of the City Manager. The Expert Consultant acknowledges that such access to and use of City property does not alter the Expert Consultant's status as an independent contractor. B. Other than as legally required by the Expert Consultant in rendering the Services, all other documents, information, materials, reports, and work product developed by the Expert Consultant in performing the Services pursuant to this Agreement are, and shall remain, the property of the City. The Page 2 of 12 Expert Consultant understands and agrees that any information, documents, reports, materials, work product, or any other materials whatsoever which are given by the City to the Expert Consultant, or which are otherwise obtained or prepared by the Expert Consultant pursuant to or under the terms of this Agreement, are and shall at all times remain the property of the City. The Expert Consultant agrees not to use any such information, document, report, work product, or material for any other purpose whatsoever without the prior written consent of the City, which may be withheld or conditioned by the City in the City's sole discretion. C. The Expert Consultant shall work with the City to develop and undertake the schedule necessary to provide the Services as needed by the City. The Expert Consultant acknowledges that working with the City to provide necessary scheduling for the Services does not alter its status as an independent contractor and the Expert Consultant acknowledges and understands that compensation payment for its time is based upon the standards required by the IRS for payments to an independent contractor. Section 7. Indemnification. The Expert Consultant shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of the Expert Consultant and persons employed or utilized by the Expert Consultant in the performance of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Expert Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Expert Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Expert Consultant shall in no way limit the responsibility to indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Expert Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, 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 description which may be brought against the City, whether performed by the Expert Consultant or persons employed or utilized by the Expert Consultant. These duties described in this Section will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. The Expert Consultant shall require all sub -consultant agreements to include a provision that each sub - consultant will indemnify the City with substantially the same language as this Section. The Expert Consultant 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 the Expert Consultant in which the City participated either through review or concurrence of the Expert Consultant's actions. In reviewing, approving, or rejecting any submissions by the Expert Consultant or other acts of the Expert Consultant, the City, in no way, assumes or shares any responsibility or liability of the Expert Consultant or sub -consultant under this Agreement. Page 3 of 12 Ten Dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Expert Consultant. Section 8. Insurance. The Expert Consultant fully understands and hereby agrees that it shall be the responsibility of the Expert Consultant to secure its own insurance coverage, as applicable insurance will not be paid by the City on behalf of the Expert Consultant while performing the Services. The Expert Consultant shall maintain insurance coverage and provide evidence of such insurance coverage in such amounts as may be required by the City's Risk Management Department in Composite Exhibit "B", including the Insurance Requirements and the W-9, all attached and incorporated by this reference. Section 9. Nondiscrimination, Equal Employment Opportunity, And Americans With Disabilities Act. The Expert Consultant 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. The Expert Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by 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, Expert Consultant shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Expert Consultant 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 Formal Solicitation. Furthermore, Expert Consultant 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, Expert Consultant 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. Section 10. Non -Assignment, Successors, and Assigns. The Expert Consultant's Services are unique in nature and are not assignable. Section 11. Ownership of Documents. The Expert Consultant understands and agrees that any information, document, report, plan, budget, or any other material whatsoever which is given by the City or on behalf of the City to the Expert Consultant pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of the City. The Expert Consultant agrees not to use any such information, document, report, plan, budget, or any other materials without the prior written consent of the City, which consent may be withheld or conditioned by the City as the owner thereof. Section 12. Public Records. A. The Expert Consultant understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under all applicable laws. The Expert Consultant's failure or refusal to comply with the provisions of this Section shall result in the immediate cancellation of this Agreement by the City and any potential penalties authorized by Chapter 119, Florida Statutes. Page 4 of 12 B. The Expert Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required of the City to perform this Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, 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 for the duration of the Agreement term and, following completion of the Agreement, if Expert Consultant does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Expert Consultant or keep and maintain public records required by the City to perform the Services, if the Expert Consultant transfers all public records to the City upon completion of the Agreement, the Expert Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Expert Consultant keeps and maintains the public records upon completion of the Agreement, the Expert Consultant shall meet all applicable requirements for retaining public records; and (5) all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Expert Consultant shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Expert Consultant determine to dispute any public access provision required by Florida Statutes, the Expert Consultant shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE EXPERT CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EXPERT CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE EXPERT CONSULTANT MUST CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA ELECTRONIC MAIL AT PUBLICRECORDScc MIAMIGOV.COM, OR VIA REGULAR MAIL AT CITY OF MIAMI, OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE EXPERT CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. Section 13. Award of Agreement. The Expert Consultant represents and warrants to the City that the Expert Consultant has not employed or retained any person or firm employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, finder's fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. Section 14. Compliance with Federal, State, and Local Laws. The Expert Consultant understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The Expert Consultant agrees to comply with and to observe all applicable laws, codes, and ordinances, as they may be amended from time to time. Section 15. E-Verify. Expert Consultant shall E-Verify the employment status of all employees and subcontractors to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by the Expert Consultant of unauthorized aliens a violation of Section Page 5 of 12 274A(e) of the Immigration and Nationality Act. If the Expert Consultant knowingly employs unauthorized aliens, such violation shall be cause for termination of the Contract. Furthermore, the Expert Consultant agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e-verify.uscis.qov/emp, to verify the employment eligibility of all employees during the term of this Contract. The Expert Consultant shall also include a requirement in subcontracts that the subcontractor shall also utilize the E- Verify System to verify the employment eligibility of all employees of the subcontractor during the term of this Contract. Section 16. Notices. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered, 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 U.S. Mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. To Expert Consultant: HERA PROPERTY REGISTRY, LLC C/O Clifford Johnson, President & CEO 1900 S. Harbor City Blvd 211 Melbourne, FL 32901 cjohnson@heraregistry.com To the City: City Manager's Office ATTN: Arthur Noriega V, City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Office of Code Compliance ATTN: Robert Santos-Alborna City of Miami 444 S.W. 2nd Avenue, 7t" Floor Miami, Florida 33130 Procurement Department ATTN: Annie Perez, CPPO, Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 Office of the City Attorney ATTN: Victoria Mendez, City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Section 17. Contingency Clause. Funding for this Agreement is contingent upon the availability of funds and continued authorization of City activities and the Agreement is subject to (a) an amendment due to lack of funds, reduction of funds, and/or change in regulations or the Code, upon written notice, or (b) termination pursuant to Section 5 hereof. Page 6 of 12 Section 18. Severabilitv. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. Section 19. Miscellaneous. A. The Agreement shall be construed and enforced according to the laws of the State of Florida. The parties hereto agree that venue for all federal, state, and local matters, if any, arising under the Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Each party shall pay its own costs and attorneys' fees. B. Should any provision, paragraph, sentence, word, or phrase contained in the Agreement be determined by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the State of Florida or the City, such provision, paragraph, sentence, word, or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of the Agreement shall remain unmodified and in full force and effect. C. No waiver or breach of any provision of the Agreement shall constitute a waiver of any other breach or of any subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. D. The Agreement constitutes the sole and entire agreement between the parties hereto relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in the Agreement, including the Exhibits hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment, or addition to the Agreement shall be valid unless in writing and executed by the properly authorized representatives of the parties hereto. Section 20. Survival. The parties acknowledge that the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Expert Consultant and the City under this Agreement shall survive termination, cancellation, or expiration hereof. Section 21. Counterparts; Electronic Signatures. 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. Page 7 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: "Expert Consultant" or "HERA" HERA PROPERTY REGISTRY, LLC a Florida Limited Liability Company authorized to conduct business in Florida By:� t s By: (4-Y1C Name. C (E FFc'P' 5j tv%Jan Title: (.3. Title: e e o ATTEST: CDocuSlgned by: By: F46n]5601]f.F1459 Todd Hannon City Clerk "City" CITY OF MIAMI, DocuSignSnatida municipal corporation By: 114.txr Abviuyt Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: OS D 9 any: D a r By: C6 6� By: Et'st.6F`' Victoria Mendez (Matter 23-2452) City Attorney Ann -Marie Sharpe Risk Management Director Page 8 of 12 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, t l ?op.0-5 eS‘d_n a LLB (company type: Inc., V LLC.), 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 AparIA iteti (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; �t NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of if- (Pk P(sa a as identified above) that this company is authorized to enter into the Agreement with the City, and the CIO (company officer title) and the (company officer title) are 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 tC 1•1 17 202 3 . Rcr", rraN4j An /" off, By: ("HERA") (State) Company (sign) Print Name: e[z.Fge-44 z-8614x,- , TITLE: G: fD Print Name: C 1`fFO"i ` b'6" (sign) Page 9 of 12 EXHIBIT A SCOPE OF SERVICES Contractor will provide qualified expertise and experience in developing, implementing and maintaining a web -based system for the registration and tracking of properties falling under the requirements for registration according to the provisions of the City of Miami Code of Ordinances. 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. 2) Identify real properties within the City of Miami, 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. 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 with 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. 11) 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. 12) Fee. In consideration of the satisfactory performance of the Services by Expert Consultant, and the performance by Expert Consultant of all of its other duties and obligations as set forth in this Agreement, the City shall compensate Expert Consultant for the Services rendered in accordance with the following terms. Expert Consultant shall charge a fee of Two Hundred Dollars ($200.00) per applicant ("Registration Fee") to register a neglected, vacant, abandoned or foreclosed property in accordance with the Ordinance. Upon collection of the Registration Fee by Expert Consultant, Expert Consultant shall retain One Hundred Dollars ($100.00) of the Registration Fee as the professional fee ("Fee") for the Services provided under this Agreement and shall pay to the City the remainder of the Registration Fee. The City shall not have any obligation to pay Expert Consultant directly under this Agreement for the Services. Expert Consultant's Fee shall be solely charged and offset from any Registration Fees collected by Expert Consultant pursuant to the registration requirements in the Ordinance. The City shall have the right to adjust the Registration Fee during the term of this Agreement. Exhibit "B" INSURANCE REQUIREMENTS AND COMPLETED IRS FORM W-9 FROM HERA PROPERTY REGISTRY, LLC TO CITY OF MIAMI I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory - State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Page 11 of 12 Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 City listed as additional insured. Coverage is excess over all corresponding Liability policies contained herein. Hera Property Registry, LLC agrees to maintain Professional Liability/Errors & Omissions coverage for a minimum of 1 year after termination of the Agreement period. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 12 of 12 FormW-9 (Rev. October2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ► Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3. 1 Name (as shown on your income tax retum). Name is required on this line; do not leave this line blank. HERA PROPERTY REGISTRY, LLC 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. 4 Exemptions certain entities, instructions Exempt payee Exemption code (if any) (applies to accounts (codes apply only to not individuals; see on page 3): code (if any) III Individual/sole proprietor or . C Corporation S Corporation ❑ Partnership . Trust/estate single -member LLC 151 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single -member owner. LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instructions) ► ► S from FATCA reporting Do not check of the LLC is -member LLC that maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 1900 S HARBOR CITY BLVD STE 211 Requester's name and address (optional) 6 City, state, and ZIP code MELBOURNE FL 32901 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Part II Social security number or Employer identification number 9 3 1 3 9 5 0 6 6 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ► General Instru - ' . ns Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) Date ► Z) — 7 C, • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. !f you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) DIVISION OF CORPORATIONS 6 � avow of / �` avr��,/�'1 g an Okla! of !lu ladaa sveb ire 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 NONE Date Filed 05/11/2023 Effective Date 05/11/2023 State FL Status ACTIVE Principal Address 1900 S. HARBOR CITY BLVD 211 MELBOURNE, FL 32901 Mailing Address 1900 S. HARBOR CITY BLVD 211 MELBOURNE, FL 32901 Registered Agent Name & Address JOHNSON, CLIFFORD 1900 S. HARBOR CITY BLVD 211 MELBOURNE, FL 32901 Authorized Person(s) Detail Name & Address Title MGR JOHNSON, CLIFFORD 839 SUNSET DRIVE MELBOURNE, FL 32935 Annual Reports No Annual Reports Filed Document Images 05/11/2023 -- Florida Limited Liability View image in PDF format Florida Department of State, Division of Corporations Akan= 4i CERTIFICATE OF LIABILITY INSURANCE ►-- DATE(MM/DD/YYYY) 10/05/2023 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 1900 S HARBOR CITY BLVD STE 211 MELBOURNE FL 32901 INSURERA: Hartford Underwriters Insurance Company 30104 INSURER B: Hartford Fire Insurance Company 19682 INSURERC: 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 POLICIEDtZSCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUGEb BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) P�Q,LICY EXP (MM1bD/YYYY) LIMITS A COMMERCIAL GENERAL X LIABILITY OCCUR X 76 SBU AY9R14 l/',��.J V O / 023 07/12/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 x General Liability MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L 1 AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS j�$B AY9R14 v ` 07/12/2023 07/12/2024 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) X PROPERTY DAMAGE (Per accident) U UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS- MADE �O EACH OCCURRENCE AGGREGATE DED RETENTION $ 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 07/12/2023 07/12/2024 Each Wrongful Act Aggregate 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. CERTIFICATE HOLDER CANCELLATION City of Miami a pollitical 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/��, 3o C'ae),��N ,,, ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THE HARTFORD THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 City of Miami a pollitical subdivision of the State of Florida 444 SW 2ND AVE MIAMI FL 33130 Account Information: Policy Holder Details : Hera Property Regist� Q:k Enclosed please find a Certificate Of questions or concerns. Sincerely, Your Hartford Service Team' October 5, 2023 V✓ 4'/ '`O Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. nce for the above referenced Policyholder. Please contact us if you have any WLTR005 Technology Insurance Company, Inc. A Stock Insurance Company WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 00 01 B 1 of 5 INFORMATION PAGE Ncci Code: 39071 1. Insured: HERA PROPERTY REGISTRY 19011 S HARBOR CITY BLVD STE211 Melbourne, FL 32901 Other workplaces not shown above: None Producer: Closson Insurance Agency, LLC 1201 S. Orlando Avenue Suite 200 Winter Park, FL 32789-7107 Policy Number: TWC4295350 Individual Partnership Corporation or X LLC Federal Tax ID: 931395066 Risk Id: Renewal of: New n 2. The policy period is from 7/12/2023 to 7/12/2024 12:01 a.m. at the insured's mailin&'aress. 3. A. Workers Compensation Insurance: Part One of the policy applies to the VvC is Compensation Law of the states listed here: Florida A,O B. Employers Liability Insurance: Part Two of the policy applies to worx ra each state listed in item 3.A. The limits of our liability under Part Two are: State Bodily Injury by Accident Bodily Injury b i ase Bodily Injury by Disease $1,000,000 each accident $1,000,000 p�� imit C. Other States Insurance: Part Three of the policy appli All states except OH, ND, WA, WY and State(s) D. This policy includes these endorsements and sc 4. The premium for this policy will be determined by Plans. All information required below is subjecttverification and change by audit. See Extension of Information Page TOTAL ESTIMATED ANNUAL STATE ASSESSMENT TOTAL ESTIMATED COS1�<(/ Minimum Premium O Deposit Premium Issue Date: 7/12/202 ,qc— $1,000,000 each employee e states, if any, listed here: ted in Item 3A. See Extension of Information Page UM anuals of Rules, Classifications, Rates and Rating Countersigned by: Authorized Representative 440 0 440 295 440 From: Ouevedo, Terry To: Gandarilla. Aimee; Gomez Jr., Francisco (Frank) Cc: Aviles. Yesenia Subject: RE: EXPERT CONSULTING HERA PROPERTY REGISTRY, LLC Date: Thursday, October 5, 2023 1:40:50 PM Attachments: image001.pnq image002.pnq Aimee The certificates are adequate. Regards, . f tecrec/ City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoPmiamigov.com I ewc4, aerd 714ar¢tcawrrCcr9 arvr garz«sura4 From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Thursday, October 5, 2023 1:35 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: EXPERT CONSULTING HERA PROPERTY REGISTRY, LLC Good afternoon Frank, Please advise. Thanks. Thank you, aiartee gamlwriPta. Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarillal@miamigov.com https://www.miami.gov/My-Government/Departments/Procurement "Serving, Enhancing, and Transforming our Community" From: Eileen Hornbake <ehornbakel@heraregistry.com> Sent: Thursday, October 5, 2023 12:12 PM Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, October 11, 2023 8:29 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Cabrera, Paola Subject: EXPERT CONSULTING AGREEMENT HERA PROPERTY REGISTRY, LLC Matter 23-2452 Attachments: EXPERT CONSULTING AGREEMENT HERA PROPERTY REGISTRY, LLC Matter 23-2452.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, Qunee qartdanifia Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6t"floor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5338 E agandarilla@miamigov.com https://www.miami.gov/My-Government/Departments/Procurement "Serving, Enhancing, and Transforming our Community" 1