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HomeMy WebLinkAboutBack-Up DocumentsNON -FUNGIBLE TOKENS ("NFT) PROGRAM PARTNERSHIP AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND TIME USA, LLC This AGREEMENT ("Agreement") is entered into this day of 2022 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, located at 444 SW 2nd Avenue, Miami, FL 33130 ("City"), and TIME USA, LLC., a foreign limited liability corporation pending registration to conduct business in the State of Florida, located at 600 Mamaroneck Avenue, #400, Harrison New York 10528 ("Time, LLC"). The City and the Time, LLC may each be referred to as a "Party" and may collectively be referred to as the "Parties." WHEREAS, Time, LLC. wishes to partner with the City in a program where local artists will design a unique collection of approximately five thousand (5,000) non -fungible tokens ("NFTs") ("Program"); and WHEREAS, the Program will involve among other things, Time, LLC assisting the City with the launch of the collection of NFTs ("NFT Drop") which will essentially be multiple variations of the City's Key to the City referred to as "NFKeys to the City" ("Program Elements"); and WHEREAS, Time, LLC will work in collaboration with the City to lead the strategy, creative minting, and implementation for the Program; and WHEREAS, a goal of the Program is to create a series of additional benefits for the community, including curating experiences and engagement with businesses, non -profits and arts organizations all located within the City boundaries; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence on the Effective Date and shall continue for a term of ten (10) years and shall automatically renew for additional ten (10) year periods, unless otherwise terminated by the Parties in writing; provided however, that all rights of the City to audit or inspect, to enforce representations, warrants and certifications, to default remedies, and to limitation of liability and indemnification shall survive the expiration or earlier termination of this Agreement for a period of not less than three (3) years. 3. SCOPE OF SERVICES: Time, LLC shall provide the following: 1) Define NFT Traits & Artists: Time, LLC has chosen to partner with The Bakehouse Art Complex, Inc. to (1) identify up to 56 artists and (2) Time, LLC will determine artists based on the traits and generative items for the NFTs around four core areas: (a) arts and culture, (b) sports, (c) technology, and (d) education. Time, LLC will also manage all payments of Primary Sales (as defined in Section 4) herein) to artists, the City and The Bakehouse Art Complex, Inc. (Bakehouse); and from Secondary and Future Sales for the Term of this Agreement, where "Secondary and Future Sales" refers to each subsequent sale of an NFT after the initial distributions (by way of either mint, sale, airdrop or similar such process) of such NFT (as defined in in Section 4) herein). 2) Identify Market & Develop Marketing Strategy: In addition to promotion via the City's Social Channels, Time, LLC would tap into its existing web3 relationships to assist on a NFT native marketing plan to build excitement and allow list registration for the NFT Drop. Time, LLC will also promote on its owned & operated channels with Mastercard. 3) Determine Utility & Roadmap: While the NFT itself can be seen as a collectible with value residing in the art, NFT communities expect "Utility" — or a series of additional benefits. Program Element holders will have access to Mastercard Priceless Platform, which will curate experiences with businesses, non -profits and arts organizations in the City, including: i. Access to or discounts with cultural partners, which might include access to a Museum on a day it is not normally open, a special Chef's table at a restaurant or a free dessert; and ii. Accompanying content which can feature the NFT artists' pieces and their favorite places in the City. 4) Determine Pricing (Supply & Demand): Time, LLC will assist on structuring the proper pricing for the minting of the Program. 5) Spec & Implement Technology: Time, LLC, in partnership with Salesforce, Inc., will provide the technology infrastructure necessary for registration and mint/airdrop on a new site that is dedicated specifically to the NFT Drop. This would include, but not be limited to: i. Planning and Project Management 1. Identify Market & Develop Marketing Strategy 2. Determine Utility & Roadmap 3. Determine Pricing (Supply & Demand) ii. Infrastructure 1. Hosting environment setup with security 2. Storage (IPFS and S3) 3. Miami code repository 4. Deployer and royalties' wallets setup 5. APIs iii. Execution / Development 1. Customer Journey 2. User Experience Design 3. UI for Homepage, Registration, Profile and Mint/Airdrop Pages 4. minting/airdropping and all other screens 5. API integration and execution 6. Backend development and execution 7. Wallet connect - integration for web3.js 8. API development and execution 9. Smart contract development, implementation, and execution 10. NFT Drop information - FAQs, How -To etc. iv. Testing 1. QA Plan 2. Test smart contracts 3. Test site, minting profile pages, wallet connect 4. Test security and performance v. Registration/Mint 1. Announce launch 2. Open registration 3. Monitor, maintain and close registration 4. Open mint for primary sales 5. Drive sell out 6. Setup collection in OpenSea/Coinbase NFT 7. Close minting for primary sales 8. Reveal vi. Utility/Data and Insights 1. Activate community, artists, and other web3 communities to market and push trades/price on secondary 2. Visibility of all wallets that purchased NFTs and tracking consent and launch of marketing journeys 3. Community and artist management 4. Trust and fraud tools 5. Customer support and success 6. Analytics 7. Exclusive access to Priceless Platform vii. Closing 1. Complete project documentation 2. Distribute royalties 4. FUNDS: Subject to the terms and conditions set forth herein and the Parties compliance with all obligations hereunder, an initial fee of five hundred fourteen thousand three hundred twelve dollars ($514,312.00) equivalent in Ethereum ("ETH") shall be paid out from Primary Sales to Time, LLC first. Time, LLC shall provide to the City an itemization of expenses associated with the initial fee for review and approval. Revenue and royalties from Primary Sales in excess of the initial fee will be distributed as follows: 1) City of Miami: 50% to be paid to the City in United States dollar currency (USD). 2) Bakehouse,: 10% 3) Local Miami Artists: 25% 4) Time, LLC: 15% Secondary and Future Sales: A 10% royalty will be applied to all Secondary and Future revenue and distributed as follows: 1. City of Miami: 50% to be paid to the City in United States dollar currency (USD). 2. Bakehouse,: 10% 3. Local Miami Artists: 25% 4. Time, LLC: 15% 5. DISBURSEMENT OF FUNDS: Subject to the terms and conditions contained in this Agreement, and upon the effective date of this Agreement, Time, LLC shall disburse City revenue and royalties within one (1) week upon the completion of the primary sale, and once quarterly thereafter for subsequent secondary and future sales into the Special Revenue Project titles "Office of the City Manager (Local Artist Economic Initiative). Time, LLC shall provide the City with 24 hours written notice prior to Time, LLC disbursing City revenue and royalties. 6. RECORDS, INSPECTIONS, REPORTS/AUDITS AND EVALUATION: The City shall have the right to conduct audits, once every calendar year, of Time, LLC' s records pertaining to the Program, in order to conduct its monitoring and evaluation activities. Time, LLC agrees to cooperate with the City in the performance of these activities. Such audits shall take place at a mutually agreeable date and time and upon Time, LLC's receipt of ten (10) business days written notice. At the City' s written request, and no later than thirty (30) calendar days thereafter, Time, LLC agrees to deliver a written report relating to the Program. The City shall not submit more than three (3) written requests in a calendar year. 7. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: The Parties agree to comply with and observe all applicable federal, state, and local codes, laws, rules and regulations, as they may be amended from time to time. 8. INDEMNIFICATION: Time, LLC shall indemnify, defend, save, and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses, or damages, including attorney' s fees and costs of defense, which the City or its officers, officials, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or resulting from the negligent or wrongful act or omission of Time, LLC and/or its officers, employees, agents, servants, partners, principals, contractors and/or subcontractors, violations of securities laws and regulations, banking and financial disclosure laws, cybersecurity breaches or losses, and failure to comply with any applicable statutes, ordinances, codes, rules, resolutions, or other regulations or requirements of any governmental authority, whether local (City/County), federal or state, in connection with the solicitation, selection, award, performance of this Agreement, during the term of this Agreement. Time, LLC shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney' s fees which may issue thereon. Time, LLC expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Time, LLC shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the City from any liability or claim arising out of or relating to the negligent or wrongful act or omission of the City, its officials, officers, employees, instrumentalities, or agents. The provisions in this clause shall survive the termination or expiration of this Agreement. 9. Insurance- Time USA shall provide the City with a certificate of insurance pursuant to Exhibit A, attachd and incorporated herein. 10. DEFAULT: If either Party fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then said Party shall be in default. Upon the occurrence of a default hereunder the non -defaulting Party, in addition to all remedies available to it in law or equity, may immediately, upon written notice to the defaulting Party, terminate this Agreement. The Parties understand and agree that termination of this Agreement under this section shall not release either Party from any obligation accruing prior to the effective date of termination. 11. TERMINATION RIGHTS: Either Party shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to the other Party at least thirty (30) business days prior to the effective date of such termination. In no event shall the City be liable to Time, LLC for any compensation, fees, or payments under the terms of this Agreement. 12. MARKETING: Time, LLC shall consult with the City regarding all uses and displays of the recognition of the City. The City shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. The City shall consult with the Time, LLC regarding all uses and displays of the recognition of Time, LLC. Time, LLC shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. 13. NONDISCRIMINATION: The Parties represent and warrant that each does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with either Parry's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. 14. ASSIGNMENT: This Agreement shall not be assigned by either Party, in whole or in part, without the prior written consent of the non -assigning Party, which may be withheld or conditioned, in the non -assigning Parry's sole discretion. 15. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or 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 (5th) day after being posted or the date of actual receipt, whichever is earlier. Time, LLC Time USA, LLC. 3 Bryant Park 6th Floor New York NY 10036 Attn: Chief Legal Officer Email: dana.rosen(cr�time.com CITY City of Miami 444 SW 2nd Avenue 10t' Floor Miami, FL 33130 Attn: Arthur Noriega, V, City Manager Email: anoriega@miamigov.com With copies to: 3500 Pan American Drive Miami, Florida 33133 Attn: Erick Gavin, Executive Director, Venture Miami Email: EGavin@miamigov.com Office of the City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Attn: Victoria Mendez, City Attorney 16. PUBLIC RECORDS: The parties acknowledge that the public shall have access, at all reasonable times, to this Agreement and any related documents subject to the provisions of Chapter 119, Florida Statutes, and the Parties agree to allow access by each other and by the public to all documents subject to disclosure under applicable law. IF TIME, LLC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LANDLORD'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 250-5400, INFO@VENTUREMIA.ORG, AND 3500 PAN AMERICAN DRIVE, MIAMI, FL 33133, OR AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2ND AVENUE, SUITE 945, MIAMI, FL 33130. 17. CONFIDENTIALITY: For the purposes of this Agreement, "Confidential Information" means any type of information or material disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the arrangements set forth in this Agreement, which is not known to the public and including, without limitation, information which relates to research, development, know-how, inventions, concepts, designs, drawings, procedures, processes, marketing, merchandising and selling, customer lists, employee data and personally identifiable information, business plans or strategies, documents identified as confidential and exempt pursuant to Section 288.075, Florida Statutes, documents identified as confidential and exempt pursuant to Section 815.045, Florida Statutes, and any other information that is considered a trade secret or proprietary information under the terms of this Agreement, information entrusted to the Disclosing Party (and including its subsidiaries and affiliates) by third parties, and any other information that, by its nature, should be reasonably deemed confidential or proprietary information. Disclosing Party shall clearly and noticeably designate any documents that it believes to be statutorily exempt from the Public Records Act as "Confidential" and "Fla. Stat. 119 Exempt," including providing a statutory citation of the claimed exemption on said document(s). Documents designated by Disclosing party as "Confidential" and "Fla. Stat. 119 Exempt" and the substance or content thereof, including any notes, memoranda, or other documents incorporating, reflecting, or summarizing such information, or any other information that might reveal such protected information, shall be used solely for the purpose of this Agreement and shall not be used directly or indirectly for any other purpose whatsoever, including for any business, competitive, personal, or private purpose. The Receiving Party shall maintain all designated Confidential Material in a secure and safe area and shall exercise the highest standard of due and proper care with respect to the storage, custody, use and/or dissemination of such information so as to maintain its confidentiality. Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not include information which (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third -party source not known by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality; (iii) has been provided in written format to the Receiving Partying but not clearly labelled exempt or confidential pursuant to Chapter 119 F.S., (iv) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (v) is required to be disclosed as described in Section 16 hereof; (vi) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information; or (vii) is disclosed to the Receiving Party by the Disclosing Party after the term of this Agreement. Both parties acknowledge that the Receiving Party is bound by Chapter 119 Florida Statutes, Public Records Act. Accordingly, if the Receiving Party receives a public records request for any Confidential Information as designated by the Disclosing Party, the Receiving Party shall give the Disclosing Party ten (10) calendar days written notice to state, in writing, that the Confidential Information is prohibited from disclosure including the statutory citation of the claimed exemption. If the Disclosing Party notifies the Receiving Party within the ten (10) calendar day notice period, the Receiving Party shall not produce the Confidential Information. If the Disclosing Party does not provide a written statement prohibiting the production of the Confidential Information within the ten (10) calendar day notice period, the Receiving Party may produce documents in response to the public records request, unless the documents being requested are exempt pursuant to Chapter 119 Fla. Stat. The ten (10) day calendar notice period shall commence on the day the Receiving Party advises the Disclosing Party in writing that a public records request for the Confidential Information has been received, as such term is defined in Section 14. If the Receiving Party receives any claims that production or disclosure of the Confidential Information is required by law, the Receiving Party shall advise the Disclosing Party within two (2) business days. Upon receiving notice of the claim, the Disclosing Party shall at its own expense, take such actions as it may deem necessary or appropriate to protect such information from disclosure. The Disclosing Party agrees to indemnify, defend and hold harmless the Receiving Party, its officers, agents, directors, employees, and instrumentalities, from and against any and all claims, liabilities, damages, losses, judgments, costs, expenses or fees (including, but not limited to, reasonable attorney's fees) that such parties may incur as a result of or arising from such actions or claims of confidentiality. 18. GOVERNING LAW, VENUE, AND FEES: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in all proceedings shall be in Miami - Dade County, Florida and the Parties explicitly agree to the use of this venue. The term "proceedings" shall include, but not be limited to, all meetings to resolve the dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism. The parties both waive any defense that venue in Miami -Dade County is not convenient. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney' s fees.WAIVER OF JURY TRIAL: Neither Party, nor any assignee, successor, heir or personal representative of either, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither Party, nor any other person or entity, will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the Parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 19. MISCELLANEOUS PROVISIONS: 1) Title and paragraph headings are for convenient reference and are not a part of this Agreement. 2) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 3) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall control. 4) Should any provision, paragraph, sentence, word or phrase contained in this 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 of Miami, 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 same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. NO THIRD -PARTY BENEFICIARY RIGHTS: No provision of this Agreement shall, in any way, inure to the benefit of any third parties so as to constitute any such third party a beneficiary of this Agreement, or of anyone or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 22. INDEPENDENT CONTRACTOR: Time, LLC is, and shall be, in the performance of all work and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the City. All persons engaged in any of the work performed or services provided pursuant to this Agreement shall always, and in all places, be subject to Time, LLC' s sole direction, supervision, and control. Time, LLC shall exercise control over the means and manner in which it and its employees perform the work, and in all respects Time, LLC's relationship and the relationship of its employees to the City shall be that of an independent contractor and not as employees and agents of the City. Neither Party has the power or authority to bind the other Party in any promise, agreement, or representation other than specifically provided for in this Agreement. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for Project activities and the Agreement is subject to amendment or termination due to lack of allocated and available funds, reduction or discontinuance of funds or change in laws, codes, rules, policies or regulations, upon thirty (30) business days' written notice. 24. FORCE MAJEURE EVENT: The failure of any Party to comply with its obligations hereunder shall be excused to the extent such Party's performance has been rendered impossible as a result of: an act of God, strike, labor dispute, war, fire, earthquake, epidemic, pandemic, riots, act of public enemies, acts or threats of terrorism, action of federal, state or local governmental authorities or for any other reason beyond the reasonable control of the Party claiming protection by reason of such force majeure event ("Force Majeure Event"). The Party claiming protection by reason of such Force Majeure Event shall give written notice to the other party as soon as practicable but no later than five (5) business days after the date the Force Majeure Event occurred. 25. AUTHORITY: Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations and the certifications hereunder have been duly authorized, and that the Agreement is valid and legal agreement binding on such party and enforceable in accordance with its terms. 26. CONSTRUCTION: Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 27. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and entire agreement between the parties 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 this Agreement are of no force or effect. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 28. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding 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. [Remainder intentionally left blank; Signature page to follow] 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. "CITY" CITY OF MIAMI, a municipal corporation of the State of Florida ATTEST: By: Todd B. Hannon, City Clerk Art Noriega V, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney ATTEST: Ann -Marie Sharpe, Director Risk Management "Time, LLC" Time USA, Limited Liability Corporation, a foreign limited liability corporation registered to conduct business in the State of Florida By: (Insert Name) (Insert Name) Executive Assistant Executive Director EXHIBIT A INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT TIME USA, LLC L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 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 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 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 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included V Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $1,000,000 $1,000,000 Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to 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.