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HomeMy WebLinkAbout23617AGREEMENT INFORMATION AGREEMENT NUMBER 23617 NAME/TYPE OF AGREEMENT CITYCOINS, INC. DESCRIPTION GIFT AGREEMENT/ACCEPTANCE OF REVENUE FROM CRYPTOCURRENCY CALLED MIAMICOIN/FILE ID: 9541/R-21- 0345/MATTER I D : 21-1952 EFFECTIVE DATE October 6, 2021 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/6/2021 DATE RECEIVED FROM ISSUING DEPT. 10/6/2021 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-OF2EAD9E5EAE * 1.111011,11 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CityCoins Inc IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ['PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ['EXPERT CONSULTANT AGREEMENT ['LICENSE AGREEMENT YES YES ['PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ['INTER -LOCAL AGREEMENT ['LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Gift Agreement PURPOSE OF ITEM (BRIEF SUMMARY): To execute gift agreement with CityCoins Inc NO NO COMMISSION APPROVAL DATE: 9/13/21 FILE ID: 9541 ENACTMENT NO.:21-0345 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR21245 9/28/21 Annie SIGNATURE: Perez, CPPO RISK MANAGEMENT September29, 2021 11D:44:48 Ann EDT SIGNATURE:[fiun -Marie Sharpe DocuSigned by: Chi tvab 5334BB4B5F25413B. CITY ATTORNEY October 1, 2021 109:30:59 Victoria EDT Mendez PV in behalf ocuSigned by: LSIGNATURo- ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER October 6, 2021 1 09:54:16 EDT SIGNATURE:- 4F02Ar,8BC84CG... Fernando Casamayor DocuSignetl by: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE N/A 2745 72EC6E14D0... Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: N/A ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A Natasha Colebrook - Williams SIGNATURE: N/A CITY MANAGER October6, 2021 110:25:10 Arthur EDT SIGNATURE:5146r Noriega V DocuSignetl by: hi7r^ity. 6 OCF6C372• OV>A... CITY CLERK A COPY EMAILED TO TO CITY ATTORNEY'S OFFICE A COPY EMAILED TO DEPARTMENT A COPY EMAILED TO CITY CLERKS OFFICE ONE COPY MAILED/EMAILED TO VENDOR October 6, 2021 113 Todd 00:00 EDT SIGNATURE�jr�s Hannon DocuSigned by: E48D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami Office of the City Attorney Legal Services Request To: Pablo Velez Office of the City Attorney From: Annie Perez Contact Person Director of Procurement/Chief Procurement Officer Title Legal Service Requested: To execute gift agreement with CityCoins Inc 9/28/2021 Date: Procurement Requesting Client 305) 416-1910 Telephone etz 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: FlIssue 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City 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 6th day of October , 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 support the development of a blockchain protocol which yields CITYCOINS tokens ("Tokens") as a function of its use. Tokens are powered by Stacks ("STX"), a protocol that enables smart contracts on the Bitcoin ("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 a cryptotreasury while earning BTC and STX for themselves. B. Tokens are mined by forwarding STX into a 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 an electronic 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 results in STX rewards. STX rewards can further be stacked on STX to receive BTC rewards. D. MiamiCoin is the first Token supported by CITYCOINS. 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. Initial indications are 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. E. The Protocol will allocate as a "Gift" to the CITY thirty percent (30%) of the STX referenced in Recital D above (hereinafter referred to as "Reserve Amount"), which will be distributed to the CITY with the assistance of CITYCOINS in United States dollars 1 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL ("USD") and the CITY may use the same 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 Reserve Amount. F. CITYCOINS will work with a third -party vendor ("Vendor") to convert the Reserve Amount into USD, and either (a) CITYCOINS, or (b) Vendor at the direction of CITYCOINS, shall transfer the USD to the CITY. The expense associated with the conversion of the Token into USD, if any, shall be deducted from the Reserve Amount being transferred to the CITY but in no event shall the total of said fees exceed five percent (5%) of the total USD being transferred to the CITY in a given transfer. G. The funds received by the CITY will be accounted for separately, consistent with Generally Accepted Accounting Principles ("GAAP") and the Governmental Accounting Standards Board ("GASB"). H. The CITY's acceptance of said Reserve Amount shall not constitute an endorsement, sponsorship, promotion, nor recommendation of CITYCOINS, the CityCoins Foundation, nor any and all affiliated or associated entities or companies. I. The CITY's acceptance of said Reserve Amount shall not constitute an endorsement, sponsorship, promotion, nor recommendation of the MiamiCoin nor any and all other Tokens. J. The CITY's acceptance of said Reserve Amount shall not constitute an endorsement, sponsorship, promotion, nor recommendation of any investment of any kind, type, or nature whatsoever. K. The CITY was not and is not in any way involved with the creation, growth, development or maintenance of MiamiCoin or CITYCOINS. 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, and hold harmless, at its own cost and expense, and further 2 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL (3) covenants 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), violations of securities laws and regulations, the Consumer Fair Credit Reporting Act, banking and financial disclosure laws, as may be applicable, 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 Gift 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 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, whether 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' 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. Public Records A. CITYCOINS understands that the public shall have access, at all reasonable times, to all documents and information pertaining to CITY 3 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL 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 Gift; (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 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. 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. IF CITYCOINS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CITYCOINS' DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, 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, CIO 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 MiamiCoin's Reserve Amount. 4 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL 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 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, or any CITY municipal signage, display, emblem, or similar depiction indicating in any manner that CITYCOINS is affiliated with, endorsed by, or related to the CITY in any way, for any reason whatsoever. Use of the CITY seal by CITYCOINS shall be governed by Section 1-16 of the Code of the City of Miami, Florida, as amended ("City Code"), 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 a Vendor that can facilitate the gifting to the CITY of the Reserve Amount, or the CITY may, at its option, terminate this Agreement for convenience as provided pursuant to Section 4(L)(ii) herein. 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, 5 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL 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). 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, FL 33130 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 I. 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 by CITYCOINS. The CITY may terminate or cancel this Agreement as the CITY deems in its sole and best interest. Further, no modification or amendment, with the exception of termination or cancellation by the CITY, shall be effective unless in writing and executed by the parties, employing the same formalities as 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 6 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL certain laws, rules, regulations, codes and ordinances including, but not limited to, laws pertaining to public records, conflicts 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 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. CITY shall have the sole and exclusive right to terminate this Agreement for any alleged violation of this section or any other provision of this Agreement by CITYCOINS, including, but not limited to any matter unbecoming to the CITY, in its sole and exclusive discretion. L. Default. i. 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 terms, covenants or conditions 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. ii. Termination for Convenience. The City Manager, in his or her sole discretion and at any time, may terminate this Agreement, in whole or in part, upon thirty (30) days prior written notice. 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 7 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL for all actions under this Agreement shall be in the courts located 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 Reserve Amount is not and shall not be considered an investment of the CITY pursuant to Sections 218.40-218.415, Florida Statutes, as amended. The Parties expressly acknowledge that throughout the term of this Agreement, the CITY are not and shall not be in possession, control, or custody of any Tokens (including MiamiCoin), BTC, or STX. Additionally, no CITY assets or resources shall be used by CITYCOINS in its performance of this Agreement. 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. Additionally, the CITY is not a guarantor of CITYCOINS and CITYCOINS is independent, separate, and unrelated to the CITY. CITYCOINS is solely responsible for the performance of all its duties, as provided herein this Agreement; and, as to the CITY, the Protocol is the donor under the terms of this Agreement. 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, rules, regulations, codes and ordinances, as they may be amended from time to time, in connection with its performance under this Agreement. R. Authority of CITYCOINS Signatories. The undersigned officers executing this Agreement on behalf of CITYCOINS have authority pursuant to corporate resolutions on file with the CITY, attached and incorporated herein, 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 Sections 18-99, 18-100, 18-101, and 18-102 of the City Code, which are deemed 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's requests, CITYCOINS shall deliver to the CITY such written statements as relate to its use of the Reserve Amount as the CITY may reasonably require. The CITY shall have the right to conduct audits of CITYCOINS' records pertaining to the Reserve Amount, in order to conduct any monitoring or evaluation activity it deems prudent. CITYCOINS will cooperate with the 8 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami, FL 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 also have such inspection rights relative to the Services as are provided by the referenced Sections of the City Code, as were deemed incorporated by reference herein. T. No Representations by CITYCOINS. CITYCOINS shall not make any written, oral, electronic, social media, or online statements or affirmations that the CITY endorses, sponsors, promotes, or recommends MiamiCoin or any cryptocurrencies. The CITY expressly and fully disclaims any involvement, participation, or responsibility for the actions and omissions of CITYCOINS in its operations. 9 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE 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: By: "CITYCOINS" CityCoins, Inc., a Delaware nonprofit nonstock organization ree)DocuSigned by: BY 6834639715F1170 . Print Name: Print Name: Title: Title: (Corporate Seal) ATTEST: DocuSigned by: EggmsFnnr•F 145Q DocuSigned by: Patrick Stanley Di rector (Authorized Corporate Officer) "CITY" City of Miami, a Florida municipal corporation ,-DocuSigned by: aim Navicla. By: '-Rn('F6(-177nna7A Todd B. Hannon, City Cork Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: DS C �v �DocuSigned by: c�ar zn Victoria Mendez (Matter 21-1952) City Attorney 9/29/21 DocuSigned by: 1 96 Ann -Marie Sharpe Risk Management Director DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami City Hall 3500 Pan American Drive 3133 Master ReportMiami, FL p www.miamigov.com Enactment Number: R-21-0345 File Number: 9541 Revision: A File Name: Bid Waiver - CityCoins Inc. Requesting Dept: Commissioners and Mayor File Type: Resolution Status: ADOPTED WITH MODIFICATION(S) Controlling Body: City Commission Introduced: 8/23/2021 Final Action Date: 9/13/2021 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, BY A FOUR -FIFTHS (4/STHS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, CONFIRMING, AND APPROVING THE CITY MANAGER'S RECOMMENDATION TO ENTER INTO A GIFT AGREEMENT ("AGREEMENT") PURSUANT TO SECTION 18-85 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING METHODS AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CITY OF MIAMI ("CITY") FOR PURPOSES OF ACCEPTING A GIFT OF THIRTY PERCENT (30%) OF THE REVENUE AMOUNT GENERATED FROM A CRYPTOCURRENCY CALLED MIAMICOIN LAUNCHED BY CITYCOINS, INC., A DELAWARE NOT FOR PROFIT ORGANIZATION PENDING REGISTRATION TO CONDUCT BUSINESS IN FLORIDA ("CITYCOINS"), AND, IN PARTNERSHIP WITH THE CITYCOINS FOUNDATION, PROVIDING ONGOING MONETARY CONTRIBUTIONS TO THE CITY OVER WHICH THE CITY SHALL HAVE UNILATERAL CONTROL ON THE USE OF SAID FUNDS YIELDED BY MIAMICOIN; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE THE AGREEMENT BETWEEN THE CITY AND CITYCOINS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI - DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. Sponsor(s): Mayor Francis X. Suarez Notes: Pursuant to the resolution, this item became effective immediately upon adoption by the Commission. Links: Attachments: 9541 Back -Up Documents (PDF) 9541 Notice to the Public (PDF) History of Legislative File: Revision: Acting Body: Date: Action: Result: Annie Perez Victoria Mendez 8/24/2021 9/1/2021 Procurement Review Approved Form and Completed Completed City of Miami Page 1 of 2 Printed on: 9/28/2021 DocuSign Envelope ID: 2B56EBOA-D851-4DAA-A2D1-0F2EAD9E5EAE City of Miami Master Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Number: R-21-0345 Correctness City Commission 9/13/2021 Meeting Completed City Commission 9/13/2021 ADOPTED WITH Passed MODIFICATION(S) A Victoria Mendez 9/22/2021 Approved Form and Completed Correctness with Modification(s) A City Clerk's Office 9/23/2021 Rendered Completed City of Miami Page 2 of 2 Printed on: 9/28/2021 Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, October 6, 2021 2:09 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary Subject: executed Gift Agreement CityCoins Attachments: Gift Agreement CityCoins.pdf Good afternoon 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, aimee candavaeea Procurement Assistant II City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305)416-1906 F(305)400-5338 E agandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. "Serving, Enhancing, and Transforming our Community" 1