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HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM File ID: #9393 Date: 07/15/2021 Commission Meeting Date: 09/13/2021 Requesting Department: Department of Innovation and Technology Sponsored By: District Impacted: All Type: Resolution Subject: Accept Agreement - Minds and Machine, LLC Purpose of Item: Minds + Machines LLC would like to assign the .MIAMI TLD to GoDaddy (aka Registry Services, LLC) as part of a larger TLD / asset purchase arrangement. See: https://seekingalpha.com/news/3680128-godaddy-acquires-select-domains-and-assets- from-minds-machines. Background of Item: On June 3, 2015 the City authorized Minds + Machines LLC to own and operate the .MIAMI TLD in exchange for a revenue share to the City. On or about July 23, 2020 the City and Minds + Machines LLC entered into an amendment on that pursuant to the terms of the original agreement allowing for an amendment. Minds + Machines LLC and its parent companies have been in negotiations with GoDaddy (aka Registry Services, LLC) wherein GoDaddy will acquire all of the TLDs that Minds + Machines Group Limited and its subsidiaries own and operate. .MIAMI is intended to be part of that. If approved, GoDaddy will take on all of the current obligations and responsibilities for the ownership and operation of the .MIAMI TLD and will continue to provide the City with revenue share, as per the terms of the current agreement. Budget Impact Analysis Item is Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: N/A Reviewed B Department of Innovation and Technology Review Completed 08/15/2021 4:39 PM Office of Management and Budget Fred Pericles Office of Management and Budget Leon P Michel City Manager's Office Natasha Colebrook -Williams City Manager's Office Arthur Noriega V Legislative Division Valentin J Alvarez Office of the City Attorney Domini J. Gibbs Office of the City Attorney Barnaby L. Min Office of the City Attorney Victoria Mendez Michael Sarasti Budget Analyst Review Budget Review Assistant City Manager Review City Manager Review Legislative Division Review ACA Review Deputy City Attorney Review Approved Form and Correctness Department Head Completed Completed Completed Completed Completed Completed Completed Completed 08/16/2021 12:32 PM 08/16/2021 1:05 PM 08/17/2021 10:12 AM 08/19/2021 1:01 PM 08/19/2021 3:06 PM 08/24/2021 9:56 AM 08/24/2021 10:46 AM 09/01/2021 11:08 AM City Commission Maricarmen Lopez Meeting Completed 09/13/2021 9:00 AM Office of the City Clerk City Clerk's Office Rendered Completed 09/20/2021 5:56 PM City of Miami Legislation Resolution Enactment Number: R-21-0332 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 9393 Final Action Date:9/13/2021 A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING THE TERMS IN THE AGREEMENT RELATED TO THE CONSENT TO TRANSFER THE DOT MIAMI GEOGRAPHIC TOP-LEVEL DOMAIN REGISTRY FOR THE DEPARTMENT OF INNOVATION AND TECHNOLOGY BETWEEN MINDS AND MACHINES, LLC AND REGISTRY SERVICES, LLC; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, on March 8, 2012, the City Commission adopted Resolution No. R-12-0089 by a 4/5th affirmative vote, waiving the use of competitive negotiations, for the purposes of negotiating an agreement to establish, operate, and administer the DOT Miami geographic top- level domain ("DOT Miami TLD") for the Department of Innovation and Technology ("Department") between the City of Miami ("City") and Minds and Machines, LLC ("MMX Florida"); and WHEREAS, Resolution No. R-12-0089 also authorized the City Manager to execute a professional services agreement with MMX Florida for an initial five (5) year term with two (2) five-year options to renew; and WHEREAS, on June 3, 2015, the City and MMX Florida executed the DOT Miami TLD geographic top-level domain registry agreement ("Initial Agreement"); and WHEREAS, on July 24, 2020, the City and MMX Florida executed the first option of renewal to the Initial Agreement; and WHEREAS, on April 8, 2021, Minds and Machines Group Limited ("MMX") announced that it had signed a binding sale agreement with Registry Services, LLC ("GoDaddy Registry"), an affiliate of GoDaddy, Inc., for GoDaddy Registry to conditionally acquire substantially all of the business and assets of MMX ("GoDaddy Acquisition"); and WHEREAS, the GoDaddy Acquisition is subject to certain conditions precedent, including approval of Internet Corporation for Assigned Names and Numbers ("ICANN") which includes transfer of the relevant top-level domains (i.e. the DOT Miami TLD); and WHEREAS, the City Commission hereby accepts the terms in the agreement related to the consent to transfer the DOT Miami TLD registry for the Department between MMX Florida and GoDaddy Registry, further authorizes the City Manager to negotiate and execute any and all documents necessary to facilitate the transfer of the DOT Miami TLD from MMX to GoDaddy Registry, and further authorizes the City Manager to negotiate and execute any and all other documents, including any amendments, renewals, and extensions, which may be necessary to maintain the terms of the Initial Agreement, all in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules and regulations as may be deemed necessary for said purposes; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA, Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Commission hereby accepts the terms of the agreement related to the consent to transfer the DOT Miami TLD registry for the Department between MMX Florida GoDaddy Registry. Section 3. The City Manager is hereby authorized' to negotiate and execute any and all documents necessary to facilitate the transfer of the DOT Miami TLD from MMX to GoDaddy Registry. Section 4. The City Manager is further authorized to negotiate and execute and any and all other documents, included any amendments, renewals, and extensions which may be necessary to maintain the terms of the Initial Agreement post transfer to GoDaddy Registry, all in forms acceptable to the City Attorney and in compliance with all applicable laws, rules and regulations as may be deemed necessary for said purposes. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: sndez, City ttor ey 9/1/2021 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions.