HomeMy WebLinkAbout24094AGREEMENT INFORMATION
AGREEMENT NUMBER
24094
NAME/TYPE OF AGREEMENT
REGISTRY SERVICES LLC
DESCRIPTION
MIAMI REGISTRY SERVICES AGREEMENT/ESTABLISH,
OPERATE & ADMINISTER THE DOT MIAMI GEOGRAPHIC
TOP-LEVEL DOMAIN FOR THE FOR THE DOIT/FILE ID: 9393/R-
21-0332/MATTER ID: 22-416/#56
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/26/2022
DATE RECEIVED FROM ISSUING
DEPT.
10/7/2022
NOTE
CITYOFMIAMI
DOCUMENT ROUTING FORM
tc's
ORIGINATING DEPARTMENT:
DEPT. CONTACT PERSON:
Innovation & Technology
Manuel Otero EXT. MS Teams / x. 1584
NAME OF OTHER CONTRACTUAL PARTY/ENTITY:
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? El YES ® NO
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑.INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER:. (PLEASE SPECIFY) Execution of revenue sharing agreement with Godaddy for the .MIAMI
domain. Previous agreement was LSR ID: 21-1313 which was assigned to MS. DOMINI GIBBS.
PURPOSE OF ITEM (BRIEF SUMMARY): _Initiate new agreement with GoDaddy per the previous Novation
Agreement (21-1313) between MMX and GoDaddy.
COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.:.
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
02/24/2022
PRINT: Michael Sarasti / Otto Contreras
Contreras, Z�;re'"„`ono°Y
SIGNATURE: Otto / :.a `•oa'02 02 32"3:15
SUBMITTED TO RISK MANAGEMENT
PRINT: . Digitally signed by
Quevedo, .QUe�edo,Teify
SIGNATURE: Terry t 2:44,,Date:52022.05.0 6
5-04' 00
SUBMITTED TO CITY ATTORNEY
PRINT:
SIGNATURE: %.-- for
APPROVAL BY ASSISTANT CITY MANAGER
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PRINT: daj-asAe,,-Oakbrook• k
SIGNATURE: e,!?/
APPROVAL BY DEPUTY CITY MANAGER
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PRINT:
SIGNATURE:
RECEIVED BY CITY MANAGER
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PST:
SIGNATURE:
PRINT:
SIGNATURE:
1) 0.NE ORIGINAL '110.ewe CLERK'
2) rONE COPY.:TGCITY ATTORNEY'SOFFICE
3) RENIAININGIO121GIN°A.'LI(S TLO$Q'RI'GINIAVING
D.EP':RTMENT
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
DocuSign Envelope ID: 03566087-9595-403B=9DF1-690ODB7E1224
.miami Registry Services Agreement
This Registry Services Agreement ("Agreement") is entered into as of the last date written below
by and between Registry Services, LLC ("GoDaddy Registry" or "Provider"), a Delaware
limited liability company, with offices at c/o GoDaddy Inc., 2155 E GoDaddy Way, Tempe,
Arizona 85284 USA, and the City of Miami, Florida, USA, a Florida municipal corporation,
("City") maintaining offices at 3500 Pan American Drive, Miami, FL 33130 USA.
Together, GoDaddy Registry and the City are referred to herein as the "Parties" and
individually as "Party", or "GoDaddy Registry" or "Provider" if it pertains to Registry Services,
LLC and as "City" Wit pertains to the City of Miami.
RECITALS
WHEREAS, the Internet Corporation for Assigned Names and Numbers ("ICANN"). is
the authority responsible for the program intended to expandthe availability of top-level domain
names by administering an application process wherein an applicant applies to run a new Top
Level Domain Registry ("the ICANN Application") and under which a successful applicant will
become a "Registry Operator" and must enter into a Registry Agreement with ICANN (the
"ICANN. Agreement");
WHEREAS, ICANN awarded Minds + Machines, LLC ("M+M") the contract as
Registry Operator for the .miami TLD (as defined below);
WHEREAS, M+M was party to that certain .miami Registry Service Agreement with the
City (originally dated June 3, 2015, as amended by an amendment dated July 24, 2020 and as
further amended from time to time) (the "M+M Agreement") and a copy of the City Commission
Resolution awarding the M+M Agreement is attached as Exhibit A;
WHEREAS, GoDaddy Registry has significant experience in creating, launching,
managing, and operating geographic top-level domains, -including the creation and administration
of a successful policy framework;
WHEREAS, GoDaddy Registry's management has a long history of successful business
ventures, including many in the area of Internet domain names;
WHEREAS, pursuant to an asset purchase agreement between Minds + Machines Group
Limited ("M+M Group") and GoDaddy Registry, GoDaddy Registry agreed to acquire from
M+M Group substantially all of the business and assets of M+M Group, including operation of
the .miami TLD (subject to certain conditions precedent);
WHEREAS, M+M wishes to transfer the _right to operate the .miami TLD under the
M+M Agreement to GoDaddy Registry and ICANN has consented .to GoDaddy Registry being
the new Registry Operator of the .miami TLD;
Page 1 of 26
Initials: • GoDaddy Registry: F
City:
506534348v4
DocuSign-Envelope ID: 03566087-9595-403B=9DF1-6900DB7E1224
WHEREAS, pursuant to a letter of novation and consent dated May 7, 2021, the City
supported and consented to, amongst others, the transfer of the .miami TLD to GoDaddy
Registry and the operation of the .miami TLD by GoDaddy Registry;
WHEREAS, as a condition of such consent the City requires GoDaddy Registry to enter
into this Agreement and a copy 'of the City Commission Resolution, dated September 13, 2021,
authorizing the City to agree to the terms and conditions of this Agreement is attached as Exhibit
B.
WHEREAS, GoDaddy Registry wishes to operate the .miami TLD as a business and, as a
further condition of the City's consent to the transfer of the .miami TLD to GoDaddy Registry,
the City wishes to receive a portion of gross revenues generated by the sale of domain names by
GoDaddy Registry's operation of the .miami TLD;
WHEREAS, all responsibility for obtaining all governmental and regulatory approvals
and permits, if any, will rest with GoDaddy Registry;
NOW THEREFORE, for andin consideration of the mutual promises, benefits and
covenants contained herein, and for other good , and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, with full intention to be legally bound, the Parties
hereby AGREE as follows:
1. INCORPORATIONS; PRIORITY OF PROVISIONS; DEFINITIONS
Incorporations; Priority of Provisions: The recitals are true and correct and are hereby
incorporated into and made apart of this Agreement. The City Commission Resolution
authorizing the M+M. Agreement is attached as Exhibit A and the City Commission
Resolution authorizing this Agreement is attached as Exhibit B. To the extent there is a
conflict between any term in any exhibit to this Agreement and this Agreement's terms
and conditions, the terms and conditions in this Agreement will supersede those in any
attached Exhibit. The order of precedence whenever there is conflicting or inconsistent
language between documents is as follows: (1) this Agreement; (2) the City's Request for
Proposals ("RFP"); (3) addenda/addendum to the RFPs; and (4) Provider's Response to.
RFPs.
In the event of any express or implied conflict between any of the foregoing documents,
the followingshall be as follows:
If thereis a conflict with the RFP and/or the Response to the RFP, this Agreement
shall prevail. The City reserves theright to resolve any contradictions andto
correct any errors contained in its proposal documents,. subject to written mutual
agreement of the Parties, which.will not be unreasonably withheld, conditioned or
delayed. Any conflicts between the RFP and any addendum shall be resolved in
favor of the provisions of this Agreement.
Page 2 of of 26
Initials: GoDaddy Registry: Et'
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B=9DF1-6900DB7E1224
1.2. Terms: For purposes of this Agreement, the terms below have the following meanings:
Authoritative Root means the Root Zone file, published by the Authoritative Root Servers
of the Internet domain name system , and which identifies Top -Level
Domain Name zone servers.
City Representative means a single individual, appointed or selected by the City Manager,
with, whom GoDaddy Registry may communicate regarding policy
formation and other matters.
Consensus Policy means . any policy adopted by ICANN as a result of policy
development undertaken by ICANN and subsequently adopted by the
ICANNboardas a Consensus Policy.
DNS means the Internet Domain Name System.
Gross Revenues total sales or total .revenues received, less returns or allowances for
certain limited, and defined arms' length transactions authorized in
advance and in writing by the City Manager, the City Chief Financial
Officer, or their authorized City Representative designee, by GoDaddy
Registry realized under or in connection with this Agreement. This
shall apply to all revenue received by GoDaddy Registry resulting
from second level domain name sales and renewals.
ICANN is the Internet Corporation for Assigned Names and Numbers, a
California non-profit corporation which operates the IANA function
and is responsible for coordinating and making policy for four key
functions of the Internet: (i) the coordination of the domain name
system, (ii) the allocation of Internet protocol (IP) address space, (iii)
the assignment of protocol parameters, and (iv) the management of the
root server system.
Insolvency Event means an event in which the City or GoDaddy Registry becomes
insolvent, makes an assignment for the benefit of creditors, files a
voluntary or involuntary petition under the bankruptcy or insolvency
laws of any jurisdiction, appoints a trustee or receiver for its property
or business, or is adjudicated bankrupt or insolvent.
Registrant means the person or other entity that registers a specific second -level
domain name with a Registrar, thereafter holding the exclusive right
to use that specific domain name for a definite period of time,
provided certain conditions are met and any applicable registration
fees are paid to the Registrar.
Registrar means any person or other entity that provides direct domain name
registration and access services to a domain -name registrant including,
withoutlimitation, processing second -level domain -name registrations
for Internet end .users, billing and collecting revenue for the same, and
sending necessary DNS information to the Registry for entry into the
Page 3rro�f 26
Initials: GoDaddy Registry: l
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
Registry
Registry Data
Registry Database
Registry Services
Second -Level Domain,
or SLD
Top -Level Domain, or
TLD
Registry Database. ,
means that particular entity which maintains the list of second -level
domain names under a top-level domain name, and specifically which
receives DNS information from Registrars, inserts that information
into a centralized database (the "Registry Database"), and propagates
or causes to be propagated the . information in Internet zone files
("Zone File Data") on the Internet such that Internet users around the
world can access Internet domain names in the Registry Database via
the DNS; also referred to as the "Registry Operator".
means the individual parts of all data maintained in electronic form in
the Registry Database, including Zone File Data, all data submitted by
Registrars, and all other data concerning particular second -level
domain name registrations, or name . servers to which second -level
domain names are pointed, relating to a single top-level domain.
means the aggregate of all Registry Data as stored in a single and
computer readable file or files.
has the standard industry meaning stated in Section 2.2 below.
means a sub -domain name to a top-level domain name and
specifically that portion of the complete domain name which begins to
the left of the ultimate dot (i.e., period), reading from left to right. By
way of example, in the domain name "example.tld", "example" is the
second -level domain.
means, with respect to a complete domain name, the portion of the
same contained after the last dot (i.e., period), reading from left to
right. By way of example, in the domain name "example.tld", "tld" is
the top-level domain.
2. GODADDY REGISTRY'S OBLIGATIONS
2.1. Performance of Registry Functions. Upon transfer of the .miami TLD to GoDaddy
Registry, GoDaddy Registry will, at its own expense, perform or cause to be performed
all Registry Services, and in all technical respects function as a Registry for the .miami
TLD, or subcontract, with prior consent of the City, which may be withheld, denied or
conditioned, at the sole discretion of the City, those responsibilities to a third party whom
GoDaddy Registry . will oversee. Provider represents and warrants to the City that
Provider: (i) possesses all qualifications, licenses and expertise required to perform the
Services described in Exhibit A; (ii) isand shall be, at all times during the term hereof,
fully qualified and trained to perform the Services described in Exhibit A; and (iii) the
Services will be performed in the manner described in Exhibit A (in each case as if
GoDaddy Registry was named in place of M+M thereto), and in any submittals approved
by the City and Provider.
Page 4of 26
Initials: GoDaddy Registry: lr45'
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
2.2. Registry Services. 'In its capacity as direct or indirect provider of Registry Services for
the .miami TLD, and in accordance with the final New gTLD Applicant Guidebook
published 4 June 2012 (or any revisions to it), and found at
http://newgtlds.icann.org/en/applicants/agb/guidebook-full-04jun12-en.pdf as of the date
of this Agreement (the "Guidebook") at Section 2.2.3.1, or in accordance with any
ICANN Consensus Policy, GoDaddy Registry will be responsible for (a) the receipt of
data from registrars concerning registrations of domain names and name . servers; (b)
provision to Registrars of status information relating to the zone servers for the .miami
TLD; (c) dissemination of the .miami TLD zone files; (d) operation of the registry zone
servers; (e) dissemination of contact and other information concerning domain name
server registrations with the .miami TLD as reasonably required by the ICANN
Agreement; (f) other products or services that the Registry Operator is required to
provide because of the establishment of a Consensus Policy (as defined above); (g) any
other products or services adopted by GoDaddy Registry that only a registry operator is
capable of providing, by reason of its designation as the registry operator; and (h)
material changes to any Registry Service within the scope of (a), (b), (c), (d) or (e) above
("Registry Services").
2.3. ICANN Fees. GoDaddy Registry will pay to ICANN all ongoing ICANN fees charged to
TLD Registries for the initial Term and any subsequent terms of this Agreement.
2.4. Service Level Agreements. GoDaddy : Registry will provide registry services to the
performance level required by Specification 10 of ICANN' s new gTLD Agreement,
found at http://newgtlds.icann.org/en/applicants/agb/agreement-approved-20nov13-
en.pdf (or any revisions to it).
2.5. Third -Party Providers. GoDaddy Registry may provide Registry Servicesthrough third
party subcontractors at no cost to the City, and may provide Registry Services to others at
no cost to the City regardless of whether they have a TLD that is similar to the .miami
TLD. GoDaddy Registry shall be solely responsible for payments to such third party
subcontractors.
2.6. ICANN Compliance and Requirements. GoDaddy Registry will comply with all ICANN
Consensus Policies related to the Registry Services, with all ICANN service level
requirements, and will implement ICANN-mandated data escrow services, domain name
system security extensions, IPv6, uniform rapid suspension, IP claims procedures, whose
directory services, and connection to the Trademark Clearinghouse Database for sunrise
and trademark claims services.
2.7. Policy Guidance. Upon transfer of the .miami TLD, GoDaddy Registry will provide City,
through City Representative, with reasonable consultation and guidance on ICANN
policies and City policy development.
2.8. Staffing and Liaison. GoDaddy Registry has a staff sufficient to manage the .miami TLD
Page 5 of 26
Initials: GoDaddy Registry:
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
in a professionalmanneraccording to best practices within the domain name industry.
2.9. Use of Registry Data and Registry Database. GoDaddy Registry will comply with
relevant Federal and Florida laws and Consensus Policies regarding use of, and may,
consistent with usual and customary business practices, and with City Manager's or
designees prior written approval, make its own use of, the Registry Data, the Registry
Database, and all information submitted by Registrants or Registrars in connection
therewith, which approval shall not be unreasonably withheld.
2.10. Promotional . Collaboration. GoDaddy Registry will collaborate with the City on
promotional opportunities in a manner that aligns with the City's strategic priorities, one
(1) time per calendar year, as agreed between the Parties; such promotional opportunities
may include GoDaddy Registry offering .miami TLD names to local business or others at
reduced fees.
2.11. Permits and .Approvals. GoDaddy Registry shall be responsible for obtaining all
governmental permits and approvals as may be required for installation of the supplies,
equipment and materials and for the performance of its obligations hereunder. The City
shall cooperate with GoDaddy Registry in obtaining all such permits and approvals. In no
event shall the. City, however, be responsible for payment of any permit fees. Any
equipment furnished: by GoDaddy Registry shall conform to . all federal, state and local
code requirements (as applicable). GoDaddy Registry shall furnish copies of each permit
or license which is required to perform the work to the City .before GoDaddy Registry
commences the portion of the work requiring such permit or license.
2.12. Disclaimers. Websites and domain names with the .miami TLD may include facts, views,
contents or opinions of individuals, entities or organizations not affiliated with either the
City or GoDaddy Registry. The City and/or GoDaddy Registry do not endorse, guarantee,
or warrant the accuracy, completeness, or timeliness of these facts, views, content, or
opinions. The City .and/or GoDaddy Registry specifically disclaim all liability for any
claims or damages, and specifically excluding any express or implied warranties
including the warranty of fitness for a particular purpose or the warranty of
merchantability, that may result from the facts, views, contents, opinions, or expressions
of individuals, organizations or entities not affiliated with either the City and/or GoDaddy
Registry appearing on . these sites. Unless otherwise specified or agreed in writing .
websitesand domain names with the .miami TLD are maintained by third parties and not
by either the City or GoDaddy Registry. The City and/or GoDaddy Registry make no
effort to independently verify information on any website or domain name with the
.miami TLD, nor do they attempt to exert editorial control over such information. This
Section will survive the expiration or cancellation of this Agreement.
2.13. Payments; Taxes; Revenue Share. GoDaddy Registry agrees to remit to the City Gross
Revenues from the sale of domain names in the .miami TLD according to Section
2.13(Error! Reference source not found.) of this Agreement.
Page 6of 26
Initials: GoDaddy Registry:
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
a. During the term of this Agreement and any subsequent renewals; GoDaddy Registry
shall pay the City thirty percent (30%) of the Gross Revenues received. Payments of
Gross Revenues shall be made on a. quarterly basis by check to the City of Miami c/o
City of Miami Chief Financial Officer, 444 SW 2nd Ave., Miami, FL 33130-1910.
b. GoDaddy Registry shall use and submit a Gross Revenues Report, a sample of which
is attached herewith and incorporated herein as Exhibit E, to itemize any and all
reportable Gross Revenues.
c. GoDaddy Registry shall be responsible in addition to the foregoing payments to pay
any and all local, state, federal, and international tax (e.g. sales, use, income, gross
receipts, intangible etc., et. al.), levy, tariff, charge, assessment or imposition imposed
by any governmental or private agency on its duties and functions including its sales
under this _Agreement. The City will have no tax liabilities as a result of this
Agreement.
d. Late Payments. Payments not made within thirty (30) days of when due shall accrue
interest at the statutory rate twelve percent (12%) per annum until paid.
f. Audits.
(i)
At its option, City may at any time, upon ten (10) business days' prior written
notice to GoDaddy Registry but no more than once each year, arrange for an
auditor selected by City from either the City's Auditor General's Office or a
nationally recognized firm of certified public accountants that is not paid on a
contingency basis to conduct a complete audit of the applicable records and
operations of GoDaddy Registry evidencing Gross Revenues from sales
during the period covered by any statement issued by GoDaddy Registry.
GoDaddy Registry shall make . available to the City's auditor at a location
within Miami -Dade County on the day set forth in City's notice, requiring
suchaudit, all of the applicable books, sourcedocuments, accounts and
records requested by the City and any other materials which such auditor
reasonably deems necessary or desirable for the purpose of making such audit.
GoDaddy Registry shall promptly pay to City the amount of any deficiency in
Gross Revenues disclosed by. any such audit. If such audit shall disclose. that
GoDadddy's statement of Gross Revenues is understated to the extent of five
percent (5%) or more, then, unless GoDaddy Registry shall dispute the results
of such audit, City may bill to GoDaddy Registry the cost of such audit, which
shall be paid by GoDaddy Registry within thirty (30) : days after .GoDaddy
Registry's receipt of City's invoice.
(ii) In the event that any such audit shall disclose that GoDaddy Registry's
records and such other materials provided by GoDaddy Registry to City's
auditor are inadequate,in the opinion of an independent auditor serving as
City's auditor, to disclose accurately GoDaddy Registry's Gross Revenues,
Page 7rof 26
Initials: GoDaddy Registry: l m;
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
(
then GoDaddy Registry shall have thirty (30) days to cure any deficiencies
raised by City's auditor and shall then notify City so that City's auditor can
continue its audit. City's exercise of the foregoing remedy shall in no way
limit or otherwise affect City's ability to exercise other remedies available to
it, nor shall GoDaddy Registry's obligations pursuant to the terms, covenants
and conditions of this Agreement (including, without limitation, GoDaddy
Registry's obligation with respect to reporting Gross Revenues) be in any
manner reduced or diminished by the exercise of such remedy.
The City shall additionally have such audit and inspection rights as set forth in
18-100 to 18-102, Miami City Code as amended, which are deemed tobe
incorporated by reference herein.
2.14. Insurance. GoDaddy Registry shall furnish the City, c/o Risk Management Deparl.iiient,
444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, within thirty (30) days of the
latest date .written on the signature page below, certificate(s) of insurance which indicate
that insurance coverage has been obtained which meets the requirements as outlined
below:
I. 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 included as an Additional Insured
Contingent & Contractual Liability
Premises and Operations Liability
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 included as an Additional Insured
Page 8of 26
Initials: GoDaddy Registry: l-
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
III. Worker's Compensation
As required by Chapter 440, Florida Statutes, as amended, as applicable.
A. Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. 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
B. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Deductible not to exceed 10%
Provider understands and acknowledges its contractual responsibility to furnish
the City with a certificate of insurance in accordance with the terms contained in
this Section 2.14 titled Insurance. Provider understands that the City is expected
to be listed as an additional insured solely with respect to the Commercial General
Liability Policy as required under the terms of this Section 2.14 but in lieu of the
additional insured endorsement, alternate policy language, from the provider's
insurer will be added to the policy to mirror the same defense mechanism and
settlement structure as proposed under the additional insured endorsement
provision in accordance with the terms of this section, with the understandingthat
the insurance carrier will not be prejudiced in its defense of the claim, thus
allowing for mutual co-operation as reasonably required by the carrier for dealing
with a particular claim arising out, or resulting from any actions, or claims
contemplated by this agreement. Alternate policy language shall be subject to the
prior written approval of the City's Risk Management Department.
Provider further understands and agrees that should the proposed alternate policy
language noted as Indemnity to Principal Clause not be readily available, or
accepted by any of the provider insurance carriers, then the provider hereby
agrees and accepts its contractual obligation under applicable section, and
warrants to procure such endorsement in favor of the City pursuant to this Section
2.14 of the agreement
2.15. Indemnification and Hold Harmless. GoDaddy Registry shall indemnify, hold harmless
and defend the City, its officials, officers, directors, and employees, from liabilities,
damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the
Page 9 of 26
Initials: GoDaddy Registry: l I6
City:
506534348v4
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
extent caused by the negligence, failure to exercise the applicable standard of care,
negligent act or omission, recklessness or intentional wrongful misconduct of Provider
and persons employed or utilized by GoDaddy Registry in the performance of this
Agreement and will indemnify, hold harmless and defend the City, its officials, officers,
directors and employees against, any civil actions, statutory or similar claims, damages
arising or resulting from the peiniitted work, or from failure to comply with any
applicable code, statute, ordinance, rule or regulation relating to this Agreement, the
award, modification, amendment or performance of this Agreement, any breach of
contract, any "statutory" violation, including patent, copyright, and claims relating to
domain name system failure, registry system failure, root server failure, interne protocol
address failure, access delays or interruptions, data non -delivery or mis-delivery,
unauthorized use of passwords, unauthorized use of GoDaddy Registry's registration
services, arising from- "hacking" or otherwise, or breach of security, any and all
intellectual property claims, including, without limitation, infringement claims, and
further including any other civil actions arising from this Agreement. These
indemnifications shall survive the term, or termination, of this Agreement. In the event
that any action or proceeding is brought against City by reason of any such claim or
demand, GoDaddy Registry shall, upon written notice from City, resist and defend such
action or proceeding. GoDaddy Registry expressly understands and agrees that any
insurance protection required by this Agreement or otherwise provided by GoDaddy
Registry shall in no way limit the responsibility to indemnify, keep and save harmless
and defend the City or its officers, and employees. GoDaddy Registry will defend at its
expense any suit brought against City to the extent it is based on a third -party claim
alleging that the services provided by GoDaddy Registry directly, infringe a local, federal,
and/or international law, rule or regulation, including but not limited to intellectual
property. GoDaddy Registry's duties to defend and indemnify : are conditioned upon the
following: GoDaddy Registry agrees that if, as a result of the City's business activities
within the geographical limits for clients, any party brings a claim against the City, its
officials, officers, directors, employees, clients, agents, representatives, contractors or
assigns due to GoDaddy Registry's failure to perform its obligations under this
Agreement ("Infringement Claim"), GoDaddy Registry will treat such claim as if made
against GoDaddy Registry and make the same payment to the City as that which would
have been made by the City, provided that the City:
a. accepts that GoDaddy Registry can control the claim's defense and settlement in
accordance with the terms of this section;
b. the City has, in writing or otherwise, not admitted liability or prejudiced the defense
of the claim before GoDaddy Registry is notified of it; and
c. the City gives GoDaddy Registry the available information and co-operation GoDaddy.
Registry reasonably requires for dealing with the claim.
City will promptly notify GoDaddy Registry in writing of the Infringement Claim;
GoDaddy Registry will have sole control of the defense of the suit and all negotiations
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for its settlement or compromise; and City will cooperate with GoDaddy Registry and
will, if requested by Provider, provide reasonable assistance in the defense of the
Infringement Claim. In addition to GoDaddy Registry's obligation to defend, and subject
to the same conditions,. GoDaddy Registry will pay all damages finally awarded against
City by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by GoDaddy Registry in settlement of an Infringement Claim. If an Infringement
Claim occurs, or in GoDaddy Registry's opinion is likely to occur, GoDaddy Registry
shall notify the City promptly and the City shall have the option of terminating this
Agreement without any liability. GoDaddy Registry may at the City's option and
GoDaddy Registry's expense: (a). procure for City the right to continue using GoDaddy
Registry's product(s) or (b) replace or modify GoDaddy Registry's product(s) so that it
becomes non -infringing while providing functionally equivalent performance. GoDaddy
Registry will have no duty to defend or indemnify for any Infringement Claim that is
based upon: (a) the combination of any product of GoDaddy Registry with any software,
apparatus or device not furnished. by GoDaddy Registry; (b) the use of ancillary
equipment or software not furnished by Provider and that is attached to or. used in
connection with any product of GoDaddy Registry; (c) any product of GoDaddy Registry
designed or manufactured in accordance with City's designs, specifications, guidelines or
instructions, if the alleged infringement would not have occurred without such designs,
specifications, guidelines or instructions; (d) a modification of anyproduct of GoDaddy
Registry by a party other than GoDaddy Registry; or (e) use of any product of GoDaddy
Registry in a manner for which the product was not designed or that is inconsistent with
the terms of this Agreement: In no event will GoDaddy Registry's liability resulting from
its indemnity obligation to City extend in any way to royalties payable on a per use basis
or the City'srevenues, or any royalty basis other than a reasonable royalty based upon
revenue derived by Provider from City from sales or license of the infringing product of
GoDaddy Registry.
2.16. Compliance with Laws. GoDaddy Registry agrees to comply with and observe all
applicable local, state, federal, and international laws, codes, regulations, and ordinances,
as they may be amended from time to time, that may in anyway affect the products and
services offered by GoDaddy Registry, including but not limited to:
a. Executive Order 11246, which prohibits discrimination against any employee,
applicant, or client because of race, creed, color, national origin, sex, or age with
regard to, but not limited to, the following: employment practices, rate of pay or other
compensation methods, and training selection;
b. Occupational, Safety and Health Act (OSHA), as applicable;
c. The State. of Florida Statutes, including without limitation, Section 287.133(3)(A) on
Public Entity Crimes, as applicable;
d. Environment Protection Agency (EPA) rules, laws and regulations, as applicable;
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e. Uniform Commercial Code (Florida Statutes, Chapter 672), as applicable;
f. Americans with Disabilities Act of 1990, as amended;
g. National Institute of Occupational Safety Hazards (NIOSH) rules, laws and
regulations, as applicable;
h. National Forest Products Association (NFPA) rules laws and regulations, as
applicable;
i. City Procurement Ordinance City Code Section.18, Article III;
j. Conflict of Interest, City Code Section 2-611.61;
k. Code of Silence, City Code Section 18-74;
1. The Florida Statutes Sections 218.70 and 218.79 on Prompt Payment;
m. Public Records, Florida Statute Section 119, including, without limitation, Section
119.0701;
n. City of Miami City Charter and Code, as applicable;
o . State of Florida Ethics Code, Chapter 112, Florida Statutes, The Miami -Dade County
and City of Miami Conflict of Interest and Code of Ethics Ordinance;
p. ICANN's, .ICANN's successor in interest, or other regulating authority of its kind as
may exist or be incorporated from time to time, and its rules, laws, regulations, and
procedures, as applicable; and
q•
intellectual property laws, rules and codes as applicable. The listing above is for
reference of the Parties and does not limit or exclude other applicable international,
federal, state, and local laws.
3. CITY'S OBLIGATIONS
3.1 Designation as Exclusive Registry Services Provider. During the term of this Agreement,
the City shall not authorize any other entity to apply for the .miami TLD on the City's
behalf, or support or engage any other party to perform Registry Services for the .miami
TLD. The City's Letter of Support granted, recognized, and supported GoDaddy
Registry's sole, exclusive and unhindered right and privilege to market, sell, auction,
barter, donate, or otherwise allocate SLDs under the .miami TLD as GoDaddy Registry,
in its sole discretion, shall decide. GoDaddy Registry will incorporate and implement the
City's guidance with regard to policies governing the aniami TLD.
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3.2. Policy Guidance. Upon transfer of the .miami TLD to GoDaddy Registry, the City agrees
to provide guidance to GoDaddy Registry with regard to policies governing the .miami
TLD. This guidance is to be provided first in reasonable time and with reasonable clarity
so as to allow GoDaddy Registry to incorporate and implement it. Subsequently, as and
when required, GoDaddy Registry agrees to consult with the City Representative
regarding policies that GoDaddy Registry considers being important.
3.3. Recognition in Authoritative Root Server System. The City will provide all reasonable
assistance to ensure that the Authoritative Root Servers will point to the zone servers
designated by GoDaddy Registrythroughout the term of this Agreement. Provider shall
promptly notify the City, in writing, of any issues or problems with the Authoritative
Root Servers system.
3.4. Designation of Representative. The City Manager shall . appoint an individual
representative, whoshall be a natural person, to act on its behalf with respect to the
formation of policy and other matters concerning the .miami TLD. The. City Manager
may remove such individual and appoint another individual to serve in such capacity at
its sole discretion.
3.5. Reserved Names.
a. Throughout the term(s) of this Agreement, the City Manager, or the City Manager's
authorized designee, shall provide GoDaddy Registry a list of available domain
names with the .miami TLD that the City wishes to reserve ("Reserved Names").
GoDaddy Registry agrees to reserve these names for the City at no cost. The City will
provide GoDaddy Registry a list of any such names within ninety (90) days of the
effective date of this Agreement; the list may be updated from time to time upon the
City's request pursuant to mutual written agreement between the Parties (email to
suffice). A list of .miami TLDs that the Parties have agreed to reserve to date can be
found in Exhibit C; this list may be updated from time to time as further stated herein.
For domain names that the City wishes to reserve, GoDaddy Registry will not make
those available for sale to any party.
b. Throughout the term(s) of this Agreement, in addition to the Reserved Names stated
in Section 3.5(a) of this Agreement above, if the City wishes to register or use domain
names with the .miami TLD, or provide such names to designated agents for their
registration or use, GoDaddy Registry agrees to provide available .miami TLDs to the
City and/or its designated agent(s) equal to a wholesale amount of up to fifty
thousand dollars ($50,000) worth of names with the .miami TLD. A list of .miami
TLDs that the Parties have agreed to make available to the City and/or its designated
agent(s) to date can be found in Exhibit D; this list may be updated from time to time
as further stated herein. For those names, GoDaddy Registry agrees not to charge the
City any wholesale amounts but the City will be responsible for registering such
domain names with a third party ICANN accredited. registrar and will be responsible
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for the retail costs associated with the registration of those domain names as well as
the renewal, and any associated retail renewal costs, of such domain names.
4. CITY REPRESENTATIONS AND WARRANTIES; GODADDY REGISTRY
REMEDIES
4.1. City Representations and Warranties. The City represents, warrants, and covenants that:
it will not assign, nor license all or any portion of its rights or obligations set forth
herein except as may otherwise be provided herein;.
b. it has the right to enter into this Agreement and to grant the rights discussed herein;
c. the Letter of Support provided to GoDaddy Registry to apply for the .miami TLD has
been duly authorized and properly obtained from the City Commission and City
Manager, respectively, of the Citywith the power and authority to grant the rights set
forth in the Letter of Support; and
d. GoDaddy Registry's exercise of its rights granted by the City will not knowingly
infringe any rights of any third party.
4.2 GoDaddy Registry and City Remedies. In addition to any legal or equitable remedies
otherwise available to GoDaddy Registry and the City, as applicable, in the event of a
breach by GoDaddy Registry or the City, as applicable, of this Agreement or a
representation or warranty hereunder, the non -breathing Party will be entitled to apply
for an injunction to enforce the terms of this Agreement. Each Party will bear its own
attorney's fees for any such injunction.
4.3 No Waiver of Remedies. No forbearance, delay, or indulgence by either Party in
enforcing the provisions of this Agreement will prejudice or restrict the rights of that
Party nor will any waiver of its rights operate asa waiver of anysubsequent breach and
no right, power, or remedy herein conferred upon or reserved for either Party is exclusive
of any other right, power or remedy available to that Party and each such right, power, or
remedy will be cumulative.
5. TERM AND TERMINATION
5.1 Term. The Agreement shall remain in force for five (5) years unless earlier terminated by
the City as provided in the Agreement. Providing GoDaddy Registry is not in default, the
City and GoDaddy Registry shall have the option to extend the term for one (1)
additional period of five (5) years, subject to continued satisfactory performance of
GoDaddy Registry as determined by the City Manager or the City Manager's authorized
designee, and to the availability and appropriation of funds. GoDaddy Registry must
notify the City Manager in writing not less than ninety (90) days prior to the expiration of
the term of its request to extend the Agreement. The Parties will prepare an amendment
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to this Agreement evidencing such extension which must be executed by the Parties
within thirty (30) days. Any renewal shall contain the revenue share terms stated in this
Agreement. Pursuant to Resolution NO. R-12-0089 adopted on March 8, 2012, no City
Commission authorization is required for the extension of this Agreement.
5.2 Termination by the City upon an occurrence of default. If GoDaddy Registry defaults in
its performance under this Agreement and does not cure the default within thirty (30)
days after written notice of default, the City Manager may terminate this Agreement, in
whole or in part. The City Manager shall have the right to terminate this Agreement upon
the occurrence of an event of default as provided in this Section or the failure of
GoDaddy Registry to comply with any material term of its duties and responsibilities
hereunder..
6. LIMITATION OF LIABILITY; NO WARRANTY
6.1. Neither Party will be liable to the other Party for any indirect, special, incidental,
consequential, or punitive damage of any kind —including lost profits (whether or not
either Party has been advised of the possibility of such loss or damages) —by reason of
any act or omission in its performance under this agreement including, but not limited to,
such damages arising out of GoDaddy Registry's or a third party's service or system
failure, including domain name system failure, registry system failure, root server failure,
interne protocol address failure, access delays or interruptions, data non -delivery or mis-
delivery, unauthorized use of passwords, unauthorized use of GoDaddy Registry's
registration services, arising from "hacking" or otherwise, or breach of security, even if
GoDaddy Registry has been advised of the potential for such damages, and even if
GoDaddy Registry may foresee such possible damages. Either Party's liability to the
other Party will be limited to a Party's direct damages which are the proximate result of
the other Party's willful or negligent act or omission. This section does not apply to
payments to be made by GoDaddy Registry to the City under this agreement, which are
expressly excluded from the limitations of this section.
6.2. Force Majeure. Notwithstanding anything to the contrary herein, neither Party will be
liable to the other Party or any other person or entity for any loss or damage, or deemed.
to be in breach of this Agreement due to a failure to perform, wholly or in part, under this
Agreement if such nonperformance is due to causes beyond a Party's control, including
computer failure, lack of access to the Internet, Internet transmission delay or failure,
voicemail failure, or other telecommunications systems failure, acts of God, fire,
explosion, earthquake, vandalism, third party theft, hurricane, tornado, wind, flood, storm
or other natural occurrences; any law, order, regulation, direction, action, or lawful
demand of any Federal, state, local, or foreign governments having jurisdiction over any
of the Parties or of any department, agency, commission, court, bureau, corporation, or
another instrumentality of any one or more such governments, or of any civil or military
authority, national emergencies, insurrection, terrorism, riots, wars, strikes, lockouts,
work stoppages, or other such labor difficulties. By way of example, and without
limitation, GoDaddy Registry will not be liable to the City in the event its Registry
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services are interrupted due to computer failure, including failure of its registry servers.
7. NOTICES
7.1. Notice Addresses. Whenever any notice or demand is to be given under the Agreement,
the notice must be in writing and addressed to the Parties at their addresses below:
If to the City
With a.copy to:
If to GoDaddy Registry:
With a copy to
City Manager
444 SW 2nd Av, 10th Floor
Miami, Fl. 33130
Director of Innovation & Technology
444 SW 2nd Av.5th Floor
Miami, Fl. 33130
Registry Services, LLC.
dba GoDaddy Registry
2155 E GoDaddy Way
Tempe, Arizona 85284 USA
Attention: Legal Department
Email: legal@registry.godaddy;
legal@godaddy.com
Registry Services, LLC
dba GoDaddy Registry
Attn: Crystal Peterson, Director
Email: crystal@registry.godaddy
7.2. Effectiveness of Notice Deliveries. Notices delivered by express courier service in the
manner of quickest delivery (e.g., Federal Express or DHL) will be considered delivered
three (3) business days following dispatch. Notices mailed by official national mail
service (e.g., U.S. Mail), postage prepaid, registered, or certified with return receipt
requested, will be considered delivered ten (10) business days after mailing. Notices
delivered by any other method will be considered given upon receipt. Notices by
facsimile transmission and email are acceptable under this Agreement provided that they
are transmitted to the other Party's then current facsimile number or email address and
are considered delivered one (1) hour after transmission if sent during the recipient's
business hours, or at 10:00 a.m. (recipient's time) the next business day.
8. DISPUTE RESOLUTION; GOVERNING LAW/FORUM SELECTION
8.1. Mandatory Arbitration. Any dispute arising out of or relating to the Agreement that
cannot be amicably settled by directnegotiations between the Parties will be submitted to
final and binding arbitration in accordance with the Revised Florida Arbitration Code as
supplemented by then -prevailing commercial rules of the American Arbitration
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Association. Judgment upon the award rendered by the arbitrator(s) may be entered by
any court with competent jurisdiction. The arbitration will be held in the Miami -Dade
County, Florida, and the Parties will jointly sign all documents required for the
arbitration and selection process within ten (10) days from request by either Party
provided that any refusal by a Party to execute such documents will not prevent or delay
the demand for arbitration. The matter will be heard by one (1) arbitrator agreed upon by
both Parties unless it is mutually agreed that more than one (1) but not more than three
(3) mutually acceptable arbitrators should hear the matter and the arbitrator's decision
will be based upon this Agreement and Florida laws, including the Revised Florida
Arbitration Code, Chapter 682, Florida Statutes, as amended; provided that the arbitrator
will not be allowed to award punitive damages, or other exemplary relief, or attorney's
fees. Each party will pay their own attorney's fees. The Parties will split the costs of the
arbitration proceeding on an equal, pro -rated basis.
8.2. Injunctive Relief, Equitable Claims, and Enforcement; Attorney's Fees. Notwithstanding
the foregoing, nothing contained herein will prohibit either Party from initiating judicial
proceedings for the purpose of obtaining equitable relief only, or from utilizing the
judiciary for the additional limited purpose of obtaining and/or enforcing prejudgment or
post judgment enforcement remedies, _ or other provisional remedies such as attachment
or execution. In all other respects this Section 8 will govern resolution of any controversy
or claim arising out of or relating to this Agreement. Each Party shall bear their own
attorney's fees in all .arbitration, civil, or other proceedings regardless of the outcome,
excepting if. the City must seek relief to enforce GoDaddy Registry's obligations to
indemnify the City or carry insurance under Section 2.14.
8.3. Court to Compel Arbitration and Enforce Arbitration Award. Any award rendered in an
arbitration held pursuant to this Agreement will be final and binding and there will be no
right to appeal any such award to a court of competent jurisdiction in Miami -Dade
County. Similarly, by agreeing to submit controversies or claims arising out of or relating
to this Agreement to final and binding arbitration, the Parties understand and agree that
they are giving up any right they might have had to have the dispute itself heard in court
before a judge or a jury or in any other forum in Miami -Dade County. The Parties further
understand that a refusal to submit to arbitration may subject the refusing Party to a court
order requiring that the dispute be decided by arbitration.
8.4. Governing Law/Forum Selection. This Agreement is governed by the laws of the State of
Florida, USA. The Parties hereby consent to the exclusive personal jurisdiction of the
state and federal courts in Miami -Dade County, Florida for any and all claims or disputes
arising out of, to enforce, construe, or otherwise relating to GoDaddy Registry's Registry
services, the City's authority as designated representative of the .miami TLD, or this
Agreement. In the event the arbitration provision of Section 8.1 above does not apply, the
exclusive venue for such action will be the United States District Court for the Southern
District of Florida. If such dispute does not fall within the jurisdiction of the United
States Federal Courts, then the exclusive venue for such action will be in Miami -Dade
County's Circuit Court. The Parties each waive any right to object to venue or
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jurisdiction based on inconvenient forum or for any other reason, and the Parties waive
any statutory or other right pursuant to the laws of the jurisdiction in which they reside to
have a case relating to this Agreement adjudicated or resolved in that jurisdiction.
9. INTELLECTUAL PROPERTY
9.1. GoDaddy Registry Intellectual Property. All right, title, and interest in and to the Registry
Services, including GoDaddy Registry's shared registration system, DNS, and whose
systems as well as all APIs and interconnection between approved authentication and
directory providers, and their associated hardware, software, object code, source code,
toolkits, data, and reports currently in existence and any and all improvements thereto is
owned exclusively by GoDaddy Registry; providing, however, that any right, title, and
interest in and to the Registry Services developed in relation to this Agreement by
GoDaddy Registry shall be owned exclusively by the City upon expiration or termination
of this Agreement.
10. GENERAL PROVISIONS
10.1. Assignment/Delegation. The Parties enter into this Agreement based on the unique
qualifications of the City and of GoDaddy Registry and, but for. those unique
qualifications, neither GoDaddy Registry nor the City would enter into this Agreement.
Accordingly, neither this Agreement nor the rights or obligations hereunder may be
assigned or delegated by the City or GoDaddy Registry without the prior written consent
of the other Party which may be conditioned, withheld or denied and any purported
assignment of rights or delegation of duties by the City will be of no force or effect.
10.2. Full Integration. This Agreement constitutes the entire agreement between the Parties
related to the subject matter herein. No prior orcontemporaneous written, oral, or
electronic representation, negotiation, or agreement form a part of this Agreement, and
this Agreement supersedes all prior oral, electronic, or written agreements, negotiations,
or representations by or between the _Parties relating to the subject matter of this
Agreement.
10.3. Amendments in Writing. No amendment, modification, or supplement to this Agreement
will be effective unless .it is in writing and signed by authorized representatives of both
Parties.
10.4. No Third Party Beneficiaries. This_ Agreement does not provide any rights, remedies, or
benefits to or for any person or entity not a Partyto this Agreement including, but not
limited to, Registrars and Registrants.
10.5. . Severability. If any provision of this Agreement is held invalid, unenforceable, or void,
the remainder of the Agreement will not be affected thereby and will continue in full
force and effect.
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10.6. Relationship Between. the Parties. The Parties are not partners or joint venturers and there
is no employment relationship between them.
10.7. Interpretation. Each Party has read and understood all parts of this Agreement and has
had the benefit of counsel in negotiating its terms. Accordingly, no rule of contract
interpretation that runs against the drafter will be applied in any subsequent dispute over
the terms and conditions contained in this Agreement. The Parties have jointly drafted
this Agreement and this section applies to both Parties.
10.8. Counterparts. The Parties may execute this Agreement in two or more counterparts,
which will, in the aggregate, be signed by each Party. Each counterpart will be deemed an
original instrument as against any Party who has signed it. Facsimile and email copies of
this Agreement are acceptable as original copies.
10.9. Headings. Captions and headings are for convenience and reference only. The language
of the captions and headings does not explain, modify, amplify, limit, expand, interpret,
or construe this Agreement in any manner whatsoever.
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IN WITNESS WHEREOF, the Parties agree to the above terms, and to be bound by this
Agreement, as of the last date written below:
THE CITY OF MIAMI, FLORIDA
CITY OF MIAMI, FLORIDA, a municipal
Corporation of thState of Florida
By:
ATTEST:
Name: "Name:
Title: Title:
Date: q 31° ( c'
(SEAL)
Date : 'a%l /-1"
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
By:
for
Name:
Title:
2-416 / 3/29/22)
Quevedo Digitally signed by
r Quevedo, Terry
Date: 2022.05.06 12:44:06
By: Terry-04'00'
Name:
Title:
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
Registry Services, LLC
7� MOW
by:
D r
OW 15V5Sotaff
YC8rEoF10D6664B2...
Name: Ni col al Bersonoff
Title: VP
Date: 09-Mar-2022
DocuSign Envelope ID: 03566087-9595-403B-9DF1-6900DB7E1224
EXHIBIT A
CITY .OF MIAMI COMMISSION RESOLUTION 14-12-00265
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EXHIBIT B
CITY OF MIAMI COMMISSION RESOLUTION: R-21-0332
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opendata.miami
data.miami
covidhelp.miami
covidfaq.miami
covidupdates.miami
covidnews.miami
pandemic.miami
quarantine.miami
coronavirus.miami-
covidl 9gov.miami
covidl 9mask.miami
covidl 9data.miarni
covidl 9gear.miami
covidl9scam.miami
covidl9drug.miami
covidl 9test.miami
pandemicnow.miami
covidl 9help.miami
covidl 9kids.miami
covidl 9pets.miami
covidl 9virus.miami
covidl 9tests.miami
covidl 9facts.mi_ami
covid.miami
districtl .miami
district2.miami
district3.miami
district4.miami
citymayor.miami
EXHIBIT C
RESERVED NAMES FOR THE CITY
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buy.miami
recovery.miami
standup.miami
EXHIBIT D
PREMIUM NAMES REGISTERED BY THE CITY
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Ogg
EXHIBIT E
GROSS REVENUES REPORT
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