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HomeMy WebLinkAboutBack-Up Documentsmmx To: Copy to: The City of Miami 444 SW 2nd Avenue Miami, Florida 33133 Registry Services, LLC c/o GoDaddy Inc. 2155 E GoDaddy Way, Tempe AZ 85284 For the attention of: Jessica Hately Internet Corporation for Assigned Names and Numbers ("ICANN") 12025 Waterfront Drive, Suite 300 Los Angeles CA 90094-2536 USA For the attention of: ICANN Global Domains and Strategy May 7, 2021 To Whom It May Concnern: Consent to transfer of .Miami TLD by Minds + Machines, LLC Novation of agreement between Minds + Machines, LLC and the City of Miami Minds + Machines, LLC ("MMX Florida") and the City of Miami ("City of Miami") signed a geographic top- level domain ("TLD") registry services agreement on 3 June 2014 which was amended by written agreement of the parties dated 24 July 2020 (as amended from time to time, the "City Agreement"), pursuant to which MMX Florida agreed to provide certain preferred rights to the City of Miami and grant a revenue share in relation to certain revenues of MMX Florida, in consideration of the City of Miami supporting MMX Florida's operations of the .miami TLD. On 8 April 2021 Minds + 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 (the "GoDaddy Acquisition"). Details of the GoDaddy Acquisition are set out in the announcement by MMX dated 8 April 2021 detailed in the link below: https://www.londonstockexchancie.com/news-article/M MX/proposed-sale-of-assets-and-notice-of- g m/14928445 The GoDaddy Acquisition is subject to certain conditions precedent, including approval of ICANN of the transfer of the relevant TLDs, and also approval of MMX's partner organisations in relation to geographic TLDs. The parties to this letter (this "Letter of Novation and Consent") hereby acknowledge and agree that: (a) has the authority of the City of Miami to write to ICANN on this matter; (b) the City of Miami hereby consents to the transfer of the .miami TLD to GoDaddy Registry; (c) the City of Miami hereby consents to and fully supports the operation of the .miami TLD by GoDaddy Registry in the New gTLD Program; and (d) subject to the transfer of the .miami TLD being approved by ICANN and the transfer being completed, with GoDaddy Registry recorded as the new registry and operator of the .miami TLD ("Completion"): Page 1 of 3 (i) from the date of Completion (the "Completion Date"), GoDaddy Registry will perform the obligations of MMX Florida pursuant to the City Agreement and be bound by its terms in every way as if it was the original party to the City Agreement in place of MMX Florida, and GoDaddy Registry will enjoy all of the rights, title and benefit of MMX Florida under, to and of (as applicable) the City Agreement as if it was the original party to the City Agreement in place of MMX Florida; (ii) GoDaddy Registry agrees to be liable to the City of Miami from the Completion Date for the obligations of MMX Florida arising under the City Agreement on or after the Completion Date; (iii) from the Completion Date, the City of Miami releases MMX Florida of its obligations arising under the City Agreement on or after the Completion Date; and (iv) subject to payment of all liabilities properly due to the City of Miami under the City Agreement arising prior to the Completion Date, the City of Miami waives any and all claims it may have against MMX Florida arising prior to the Completion Date. This Letter of Novation and Consent shall be governed by and construed in accordance with the laws of the State of Florida. The parties hereby agree and consent to the exclusive jurisdiction of the courts of Miami - Dade County in Florida to resolve any disputes relating to this Letter of Novation and Consent. Signed by the parties: For and on behalf of Minds + Machines, LLC For and on behalf of Registry Services, LLC LICENSEE: City of Miami, FL, a municipal corporation of the State of Florida DATE: Arthur Noriega V, City Manager Signature of Authorized Signatory of Licensee Address: 444 SW 2nd Avenue, 10th Floor, Miami, FL 33130 Telephone No: (305) 416-1025 Email: anoriega©miamigov.com ATTEST: (City Seal) Todd Hannon, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez, City Attorney Page 2of3 Approved as to Insurance Requirements: Ann -Marie Sharpe, Director Risk Management FOR THE INNOVATION AND TECHNOLOGY DEPARTMENT: Michael Sarasti, Director / CIO Page 3of3