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HomeMy WebLinkAboutBack-Up DocumentsCity of Miami, FL GIFT AGREEMENT BETWEEN THE CITY OF MIAMI AND CITYCOINS, INC. THIS GIFT AGREEMENT (the "Agreement") is made and entered into as of this day of , 2021, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as "CITY"), whose principal address is 444 SW 2nd Avenue, Miami, FL 33130, and CityCoins, Inc., a non-profit corporation of the State of Delaware (hereinafter referred to as "CITYCOINS"), whose principal address is 5101 Santa Monica Boulevard, Ste. 8 PMB 540, Los Angeles, CA 90029. The CITY and CITYCOINS may be individually referred to as a "Party" or collectively as the "Parties." RECITALS: A. CITYCOINS is a non-profit organization that has partnered with the CityCoins Foundation to develop a blockchain protocol which yields Bitcoin ("BTC") as a function of its use. CITYCOINS tokens ("Tokens") are powered by Stacks ("STX"), a protocol that enables smart contracts on the BTC network. Anyone can compete to mine Tokens by forwarding their STX tokens through the STX protocol. CITYCOINS offers people a way to support their city and grow its treasury while earning BTC and STX for themselves. B. Tokens are mined by forwarding STX into a CityCoins smart contract on the STX protocol. The winner of each block reward is selected randomly, weighted by total STX spent. Tokens are claimed by the winning miner and can then be stacked to earn returns in STX and BTC. C. Thirty percent (30%) of the STX that miners forward to the STX protocol is sent directly to a wallet that is reserved for each city that is part of the CityCoins ecosystem. The remaining seventy percent (70%) of the STX that miners forward to the STX protocol is distributed to holders of Tokens who choose to stack their Tokens. Stacking requires holders to lock their Tokens for determined "reward cycles." Stacking Tokens earns STX rewards. STX rewards can further be stacked on STX to earn BTC rewards. D. MiamiCoin is the first Token to market. MiamiCoin is a cryptocurrency powered by the STX Protocol, which enables smart contracts on BTC. The Tokens, like MiamiCoin, are open source programmable Tokens that anyone can use to develop applications ("Apps") and grow communities with. CITYCOINS forecasts that the MiamiCoin community is poised to build an ecosystem of Apps that can directly benefit Miami communities. The MiamiCoin protocol will continue to generate the thirty percent (30%) of the STX as long as the BTC blockchain exists. 1 City of Miami, FL E. CITYCOINS has agreed to facilitate the gifting to the CITY of the thirty percent (30%) of the STX (hereinafter referred as "Revenue Amount") transferred by miners of MiamiCoin to a wallet held by CITYCOINS ("Wallet") and shall be reserved for the CITY. The CITY shall have unilateral control over how to use the Revenue Amount yielded by MiamiCoin once transferred to the CITY in United States dollars ("USD") and may use it for any valid governmental, municipal, and/or public purpose. CITYCOINS, or any of its subsidiaries, agents, officers, or employees shall not be able to demand, direct, force, or require that the CITY relinquish, cancel, deny, transfer, extinguish, abandon, surrender, withdraw, vacate, or renounce any claim to the Revenue Amount. F. CITYCOINS shall use a third -party vendor to convert the Token into USD and that third -party shall transfer the USD to the CITY. The fees associated with the conversion of the Token into USD, if any, shall be deducted from the Revenue Amount being transferred to the CITY but in no event shall exceed five percent (5%) of the total USD being transferred to the CITY in a given transfer. G. The funds received by the CITY from CITYCOINS will be accounted for separately, consistent with Generally Accepted Accounting Principles ("GAAP") and the Government Accounting Standards Board ("GASB"). NOW, THEREFORE, in consideration of the mutual covenants and promises herein, CITYCOINS and the CITY agree as follows: (1) Incorporation by Reference. The recitals set forth in the preamble to this Agreement are incorporated by reference as though set forth in full herein and made a part hereof. (2) Indemnity and Hold Harmless. CITYCOINS, and its successors and assigns shall indemnify, defend, save, hold harmless, and defend, at its own cost and expense, and further covenant not to sue, the CITY and its officials, agencies and instrumentalities, employees and agents (collectively referred to as "Indemnitees") and each of them, through administrative, trial, appellate, mediation arbitration and other proceedings, from and against all actions, loss, costs, penalties, fines, damages, claims, expenses (including, without limitation, attorney's fees) or any such liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of CITYCOINS or its employees, agents or I City of Miami, FL subcontractors (collectively referred to as "CITYCOINS"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of CITYCOINS to comply with any of the paragraphs herein or the failure of CITYCOINS to conform to statutes, ordinances, codes rules, resolutions, or other regulations or requirements of any governmental authority, local (City/County), federal or state, in connection with the solicitation, selection, award, performance of this Agreement or (iii) any private or public contract, grant, commercial or property rights or similar statutory or civil claims, causes of actions, or actions by any person including, without limitation CITYCOINS its affiliates or subsidiaries. CITYCOINS further expressly agrees to indemnify, save, hold harmless, and defend at its own cost and expense, the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CITYCOINS, or any of its subcontractors, as provided above, for which the CITYCOINS's liability to such employee or former employee would otherwise be limited to payments under state Workers' or Unemployment Compensation, Family Medical Leave Act, or similar laws. CITYCOINS acknowledges that the granting of this Agreement is separate, distinct and sufficient consideration for this Indemnity, Hold Harmless, Duty to Defend, and Covenant not to Sue. This Section shall survive the cancellation or expiration of this Agreement. (3) Public Records A. CITYCOINS 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 applicable laws. CITYCOINS' failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the CITY. B. CITYCOINS shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the CITY to perform this service; (2) provide the public with access to public records on the same terms and conditions as the CITY would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as 3 City of Miami, FL authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the CITY in a format compatible with the CITY's information technology systems. Notwithstanding the foregoing, CITYCOINS 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 CITYCOINS determine to dispute any public access provision required by Florida Statutes, then CITYCOINS shall do so at its own expense and at no cost to the CITY. CITYCOINS may maintain an exemption for such personal information such as Social Security Numbers of members or medical information exempted by general law. IF CITYCOINS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CITYCOINS' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN 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, C/O PUBLIC RECORDS COORDINATOR, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. (4) Miscellaneous. A. Term. Unless earlier cancelled by the CITY, the term of this Agreement shall commence on the date it is fully executed by the Parties and shall terminate upon the date the CITY no longer claims the Revenue Amount collected in the MiamiCoins wallet. B. Enforcement. The provisions of this Agreement may be enforced by all appropriate actions in law and in equity by any party to this Agreement. In order to expedite the conclusion of the actions brought pursuant to this Agreement, the parties, their successors and assigns will not demand jury trial nor file permissive counterclaims outside the bounds of this Agreement in such actions. C. 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 4 City of Miami, FL 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. D. CITY Officials. The "CITY" is a municipal corporation, and the City Manager as its Chief Administrative Officer, is empowered to make all decisions with regard to this Agreement on behalf of the CITY, unless otherwise provided by this Agreement, by law, or by resolution of the City Commission. E. Use of CITY Seal. CITYCOINS is not authorized to use the CITY's seal for any reason whatsoever. Use of the CITY seal by CITYCOINS shall be governed by Section 1-16 of the City of Miami Code of Ordinances, as amended, and shall require City Commission approval. F. Successors and Assigns. This Agreement may not be assigned, sold, pledged, hypothecated or encumbered, in whole or in part. In the event that CITYCOINS ceases to exist, the CITY shall locate and procure another entity that can maintain custody of the Wallet for the CITY and facilitate the gifting to the CITY of the Revenue Amount transferred by miners of MiamiCoin to the Wallet reserved for the CITY. G. Construction. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation hereof. All of the parties to this Agreement have participated fully in the negotiation of this Agreement, and accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. H. Notices. Any and all notices required or desired to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand (including recognized overnight courier services, such as Federal Express) or three (3) business days after deposit in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipient at the address for such party set forth in the introductory paragraph to this Agreement (or to such other address as any party hereunder shall hereafter specify to the other in writing). 5 City of Miami, FL TO CITYCOINS: Patrick Stanley Freehold CEO 5101 Santa Monica Boulevard, Ste 8 PMB 540 Los Angeles, CA 90029. TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Victoria Mendez City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6t" Floor Miami, FL 33130-1910 Severability. In the event any term or provision of this Agreement is determined by an appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed in full force and effect. J. Amendments; Termination. This Agreement may not be amended, modified or terminated except by termination or cancellation by the CITY, or expiration of its stated term, as applicable. Further, no modification or amendment, excepting a termination by the CITY, shall be effective unless in writing and executed by the parties, employing the same formalities as were used in the execution of this Agreement. K. Compliance With Federal, State And Local Laws: CITYCOINS understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. CITY and CITYCOINS agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. CITYCOINS further agrees to include in all of its agreements with Subcontractors for any Services related to this Agreement this 6 City of Miami, FL provision requiring Subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. L. Default. Termination for Cause. In the event of a default, which is not cured within sixty (60) days following the date of a written notice mailed as provided in Section (4)H. herein, the parties shall have all rights and remedies provided by law or equity. As may be determined at the option of and by the City Manager, if any default is not cured by CITYCOINS or if CITYCOINS does not comply with any material terms, covenants or condition provided herein within sixty (60) days from the date of written notice from the City Manager; or when, in the opinion of the City Manager or the City Commission, termination is necessary to protect the interests of public health, safety or general welfare. This subsection shall not apply during any period of Force Majeure extension pursuant to §12(a). The City Manager shall grant one extension of not more than sixty (60) additional days in total if such failure to cure is due to Force Majeure as that term is interpreted under Florida law. ii. Termination for Convenience. The City Manager may terminate this Agreement, in whole or in part, upon thirty (30) days prior written notice when it is in the best interest of the CITY. iii. If CITYCOINS fails to comply, in a substantial or material sense, with any of its duties under this Agreement or any Agreement it has with the CITY arising by virtue of this Agreement, and said failure continues beyond sixty (60) days from the date of written notice from the City Manager regarding such failure. M. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written, between the parties with respect thereto. N. Governing Law; Venue; Attorney's Fees. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida. Venue for all actions under this Agreement shall be in Miami -Dade County, Florida. In any actions, claims, or proceedings between the parties each party shall bear their own attorney's fees and costs. O. No CITY Investment. This Agreement or the receipt of the Revenue Amount is not and shall not be considered an investment of the CITY pursuant to Sections 218.40 - 218.415, Florida Statutes. The Parties expressly acknowledge that throughout the term of this Agreement, 7 City of Miami, FL the CITY shall not be in possession, control, or custody of the Wallet or any Tokens, BTC, or STX. P. No Joint Venture or Third -Party Beneficiaries. CITYCOINS is an independent contractor and is not an agent, joint venture, partner or affiliate of the CITY, nor can the CITY be bound to honor any obligation or duty of CITYCOINS, except as expressly provided herein. Neither the CITY nor CITYCOINS intends to directly or substantially benefit a third -party by this Agreement. Therefore, the parties agree there are no third -party beneficiaries to this Agreement and that no third -party shall be entitled to assert a claim against either of them based upon this Agreement. Q. No Discrimination. CITYCOINS represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local law, in connection with its performance under this Agreement. R. Authority of CITYCOINS Signatories. The undersigned officers executing this Agreement on behalf of CITYCOINS has authority pursuant to corporate resolutions on file with the CITY, attached and incorporated herein as Exhibit " ," and all applicable laws of the State of Florida to act on behalf of and bind CITYCOINS to every condition, covenant and duty set forth herein. S. Audit Rights. The CITY shall have all audit rights as are provided by 18-102 of the City Code, which is deemed as being incorporated by reference herein, CITYCOINS agrees to keep all financial records pertaining to or related to this Agreement at its offices in Miami- Dade County for the term of this Agreement and for three (3) years thereafter. At the CITY requests, CITYCOINS shall deliver to the CITY such written statements as relate to its use of the Revenue Amount as the CITY may reasonably require. The CITY shall have the right to conduct audits of CITYCOINS's records pertaining to the Revenue Amount, in order to conduct any monitoring or evaluation activity it deems prudent. CITYCOINS will cooperate with the CITY in the performance of these activities. CITYCOINS's failure to comply with these requirements or the receipt by the CITY of any inconsistent, incomplete or inadequate information shall be grounds for immediate termination of this Agreement by the CITY. The CITY shall have such inspection rights relative to the Project as are provided by 18-101 of the City Code, which is deemed as being incorporated by reference herein. 8 City of Miami, FL City of Miami, FL IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Todd B. Hannon, City Clerk ATTEST: By: Print Name: Title: (Corporate Seal) APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney "CITY" CITY OF MIAMI, a municipal corporation go Arthur Noriega V, City Manager "CityCoins, Inc." By: Print Name: Title: (Authorized Corporate Officer) APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe Risk Management Director 10