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HomeMy WebLinkAbout24095AGREEMENT INFORMATION AGREEMENT NUMBER 24095 NAME/TYPE OF AGREEMENT MINDS + MACHINES, LLC DESCRIPTION LETTER OF NOVATION & CONSENT/TRANSFER THE DOT MIAMI GEOGRAPHIC TOP-LEVEL DOMAIN REGISTRY FOR THE DEPARTMENT OF INNOVATION AND TECHNOLOGY/FILE ID: 9393/R-21-0332/MATTER ID: 21- 1313/#61 EFFECTIVE DATE ATTESTED BY NICOLE EWAN ATTESTED DATE 10/27/2021 DATE RECEIVED FROM ISSUING DEPT. 10/7/2022 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Innovation and. Technology (DolT) 1584 DEPT. CONTACT PERSON: Manny Otero EXT. NAME OF OTHER CONTRACTUAL PARTY/ENTITY: IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ 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) PURPOSE OF ITEM (BRIEF SUMMARY): MMX Transaction with GoDaddy Registry via City of Miami Consent Agreement 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 06/08/21 PRINT: Michael Sarasti or Otto Contreras . Digitally signed by Contreras, ,�on�al.Dllo SIGNATURE: Otto ,' =0210&08123352 SUBMITTED TO RISK MANAGEMENT PRINT: ANN-MARIE SHARPE SIGNATURE: Gomez, Frankwe171a:;1,,2�;m SUBMITTED TO CITY ATTORNEY Matter ID: 21-1313 D.J.G. 10/18/21 PRINT. VIC SIG ORIA MENDEZ rt.&, t APPROVAL BY ASSISTANT CITY MANAGER I O /Z 212 i PRINT: a ci.S - / -. , L...1 " SIGNATURE: 'tf.. Z6 RECEIVED BY CITY MANAGER 29 1 PRINT: ART MEG SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: 1) O'NEWRI,GINVLTiGIC:It7teiGLERK 2) OKIEjl OP�mY, Ttfl C•1TiffiagTt.C1RNEY S OFFIC.IE, 3) REMAINING ORI,GINFAILr(;$ATLOIORIGINMING DERAMMENI PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER gani mmx To: Copy to: The City of Miami 444 SW 2n0 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 Concern: 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 2015which 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: httos://www.l ondonstockexchanoe.com/news-article/M MX/proposed-sale-of-arse ts-and-notice-of- gm114928445 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) The City Manager or designee 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) GoDaddy Registry agrees to execute an agreement with the City of Miami within sixty (60) days from the Completion Date documenting identical terms of the existing City Agreement; (iv) GoDaddy Registry shall indemnify, hold/save harmless, and defend at its own costs and expense, the City and its officials and employees, for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attomey's fees) or 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 negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of GoDaddy Registry or its employees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnitees, or any of them, or (ii) the failure of the Provider to comply materially with any of the requirements herein, or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement even if it is alleged that the City, its officials and/or employees were negligent. Provider expressly agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Provider's negligent performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for labor and materials furnished by Provider or utilized in the performance of this Agreement or otherwise. Provider understands and agrees that any and all Liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable; (v) GoDaddy Registry shall furnish the City of Miami, c/o Risk Management Department, 444 SW 2"' Avenue, 99' 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 obtain which meets the requirements as outlined in Section 2.14 of the City Agreement; Page 2 of 4 (vi) 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 This Letter of Novation and Consent shall be governed by and construed in accordance with the laws of the State of Florida. The par -ties 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. Counterparts and Electronic Signatures: This document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same document. The parties shall be entitled to sign and transmit an electronic signature of this document (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 document upon request. Each of the individuals whose signature appears below represents and warrants that he or she has full authority to execute this document on behalf of the party on whose behalf he or she has affixed his or her signature to is document. Signed y t - parties: / IS t-t 0 ro For arJd o behalf of Minds + Machines, LLC Nicolai Bersonoff - GM GoDaddy Registry For and on behalf of Registry Services, LLC LICENSEE: City`Miami, FL, a municipal corporation of the State of Florida Arthur Noriega V, ity Manager DATE: (1° 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 ATT. ST: (City Seal) annon, City Clerk AP' - • :'AS TO FORM AND CORRECTNESS: icrt~'C. toria endez, ty Attome Matter ID: 21-1313 D.J.G. Approved as to Insurance Requirements: Page 3 of 4 Gomez, Frank C Digitally signed by r, Gomez, Frank %,Date: 2021.10.15 1;:50:28-04'00' Ann -Marie Sharpe, Director Risk Management FOR THE INNOVATION AND TECHNOLOGY DEPARTMENT: Mich : el .: "a =` i, Director / CIO Page4Of4 Domain Status opendata.miami Reserved data.miami Reserved covidhelp.miami Reserved. covidfaq.miami : - - Reserved covidupdates:miami Reserved covidnews.miami Reserved pandemic.miaini Reserved quarantine.miami Reserved coronavirussniami Reserved covidl9gov.miami • Reserved: covidl9mask.miami Reserved covidl9data.miami . Reserved covidl9gear.miami Reserved: covidl9scam.miami Reserved covidl9drug.miami Reserved covidl9test.miami • Reserved pandemicnow.miami Reserved covid1.9help.miami Reserved covid1.9kidssniami Reserved covid1.9pets:miami Reserved covidl9virus.miami Reserved covidl9.tests.miami . Reserved covid1.9facts.miami Reserved. covid.miami Reserved districtl.miami . Reserved district2.miami • Reserved district3.miami Reserved district4.miarni Reserved citymayor.miami Reserved Ate.J�Q® l`(/� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YW1� 7/23/2021.: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE -POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff -Sawyer & Co. 2 Park Plaza, Suite 500 CA 92614 CONTACT Katharine Tiller PHONE FAX (A/C: No. Exth: 949-435-7353 (A/c, No): 949-476-3118 E-MIrvine ADDRESS: ktillerewoodruffsawyer.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Berkley National Insurance Company 38911 INSURED .- GODADDY-01 Desert Newco, LLC and GoDaddy.com, LLC. 14455 North Hayden Road, Suite 219 Scottsdale AZ 85260-6947 INSURERB: National Union Fire Ins Co Pittsburgh,PA 19445 INSURER C: INSURERD: INSURER E: INSURER F :. - CERTIFICATE NUMBER:754851535 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED. ABOVE FOR THE POLICY PERIOD 'INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH. THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL -THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD - - POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP , (MMIDDIYYYY) LIMITS ' ' A - - X COMMERCIAL GENERAL LIABIUTY Y TCP700737815 - 12/1/2020 - 12/1/2021 - EACH OCCURRENCE - $1,000,000-DAMAGE RENTED PREMISESO(Ea occurrence) $1,000,000 ' CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY. $1,000,000 - GENERAL AGGREGATE $2,000,000. GEN'L XPOLICY AGGREGATE OTHER: LIMIT APPLIES PR0 PER: LOC PRODUCTS-COMP/OPAGG $2,000,000 $ A AUTOMOBILE X . _ X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY Comp. $500 X SCHEDULED AUTOS -NON-OWNED AUTOS ONLY Coll..$500 Y - TCP700737815 12/1/2020 12/1/2021 COa-MBINaccident)SIEDNGLELIMIT• (E $1,000,000 - BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE TUL700737915 12/1 /2020 12/1/2021 ' EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN - N/A - TWC700738015 12/1/2020 , 12/1/2021 - X STATUTE OTH- ERH E.L. EACH ACCIDENT - $1,000,000 ' E.L. DISEASE - EA EMPLOYEE $1,000,000- E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability (E&O) -025651333 12/1/2020 12/1/2021 Per Claim/Aggregate: Retention: 10,000,000 500,000 - DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) - City of Miami is included as additional insured to the extent provided in the attached form. CERTIFICATE HOLDER CANCELLATION City of Miami 444SW2Ave Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE _DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 tiVilkin ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved: The ACORD name and logo are registered marks of ACORD SCHEDULE (Continued) Coverage Limit of Insurance Notice and Knowledge of Occurrence - Duties in the Event of Accident, Claim, Suit or Loss Included Blanket Waiver of Subrogation By Written Contract Included Unintentional Errors And Omissions Included Mental Anguish Included A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS The following is added to Section II - Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto" you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". f. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION 1. Section II - Covered Autos Liability Coverage, Paragraph A.1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under a written contract or written agreement in effect on the date of the "accident"; and signed by all parties prior to the "accident." 2. This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." However: a. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. If coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. 3. With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: 1. Section II - Covered Autos Liability Coverage, Paragraph A. Coverage is amended by adding the following: a. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto" you hire or borrow. Page 2 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission b. For a -covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. c. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his orher agent takes possession of the "leased auto," whichever occurs first. 2. Section IV - Business Auto Conditions, Paragraph A.4. Loss Payment - Physical Damage Coverages is amended by adding the following: a. We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c. If we make any payment to the lessor, we will obtain his or her rights against any other party. 3. Section V - Definitions is amended by adding the following definition: "Leased auto" means any "auto" leased or rented to you including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. OWNED SUBSIDIARIES AND NEWLY ACQUIRED OR FORMED ORGANIZATIONS Section II - Covered Autos Liability Coverage, Paragraph A.1. Who Is An Insured is amended by adding the following: The following are "insureds": 1. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form, except: a. Any subsidiary that is an insured under any other automobile liability policy. b. Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. 2. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majorityinterest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": a. For "bodily injury" or "property damage" resulting from an "accident" that occurred before youacquired or formed the organization. b. If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. E. SUPPLEMENTARY PAYMENTS 1. Section II - Covered Autos Liability Coverage, Paragraph A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We donothave to furnish these bonds. 2. Section 11- Covered Autos Liability Coverage, Paragraph A.2.a.(4) is deleted and replaced with the following: (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. FELLOW EMPLOYEE Section II - Covered Autos Liability Coverage, Paragraph B.5.b. is amended with the addition of the following: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. This Coverage is excess over any other collectible insurance. G. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TOWING Section III = Physical Damage Coverage, Paragraph A.2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $200 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. CA 83 63 04 18 Includes copyrighted material of Insurance Services Page 3 of 6 Office, Inc., with its permission H. PHYSICAL DAMAGE COVERAGE EXTENSIONS - GLASS BREAKAGE Section III Physical Damage Coverage, Paragraph A.3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles is amended by adding the following: No deductible for covered "autos" applies to "loss" resulting from glass breakage. I. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TRANSPORTATION EXPENSES Section III - Physical. Damage Coverage, Paragraph A.4.a. Transportation Expenses is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of "loss" to.a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this Coverage Extension only that amount of Transportation Expenses which is not already provided under Paragraph O. Rental Reimbursement Coverage Extension of this endorsement. J. HIRED AUTO PHYSICAL DAMAGE COVERAGE Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: Hired Auto Physical Damage Coverage If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for. any Hired Auto, subject to the following: 1. The most we will pay for any one "accident" or "loss" is the lesser of: a. The actual cash value of the covered "auto" at the time of the "loss"; or b. The actual cost to repair or replace such covered "auto" at the time of the "loss". 2. The Limit of Insurance as determined under Paragraph 1. above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto". This deductible will be equal tothe largest deductible applicable under any coverage for such covered "auto". No deductible applies to "loss" caused by fire or lightning. 3. The coverage provided by this Coverage Extension will be excess over any other collectible insurance. 4. Subject to Paragraphs 1., 2., and 3. above, we will provide the broadest coverage applicable to any covered "auto" shown in the Declarations. 5. For coverage provided under this coverage extension, the last sentence of Paragraph A.4.b. of Section III - Physical Damage Coverage, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. K. TOTAL THEFT OF A COVERED AUTO Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: Total Theft of a Covered Auto In the event of the total theft of a covered "auto": 1. Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of $500. No deductible applies to this coverage. 2. We will pay reasonableexpenses for returning the stolen covered "auto" to you once it is recovered, up toa maximum of $1,000. No deductible applies to this coverage. L. AUTO LOAN / LEASE GAP PROTECTION Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following: In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered "auto", less the following: Page 4of6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission 1. The amount paid under the Physical Damage Coverage Section: of the Policy for that covered "auto"; and 2. Any: a.. Overdue lease or loan payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans o r leases. M. CUSTOMIZATION COVERAGE Section III.- Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the. following: 1. We will pay with respect to a covered "auto" for `loss" to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. 1 1. 2 Our limit of liability for `loss" to automobile customizations in any one "loss"shall be the least of; a. The actual cash value of the stolen or damaged property; b. The amount necessary to repair or replace. the. property; or c. $2,000. This Coverage Extensiondoes not apply to electronic equipment. N. NEWLY AC QUIRED OWNEDAUTOSAND DONATED AUTOS PHYSICAL DAMAGE COVERAGE Section III - Physical Damage Coverage, Paragraph A.4. Co_verage Extensions is amended to add the following: 1. If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply. to Physical Damage "loss" to your newlyacquired. owned "autos" and donated autos. - We will providethe broadest: coverage available to any covered "auto shown in the Declarations. 2 The. most we will. pay for "loss" to a newly. acquired "auto". ordonated auto lis:the least of: a. The actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto", whichever is more; b. The actual cost of: (1) Replacing the damaged or stolen property with otherproperty of like kind and quality; or (2) Repairing the damaged property without deduction for depreciation; or c. $100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated. autos occurring during the policy period shown on the Declarations is $100,000. 3 For each newly acquired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto" for that coverage. No deductible will be applied to `loss" caused by fire or lightning.. 4. Coverage under this Extension, for newly acquired owned "autos" is affordeduntil younotify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier: O. RENTAL REIMBURSEMENT COVERAGE EXTENSION Section III - Physical Damage Coverage, Paragraph A.4. Coverage Extensions is amended to add the following:. 1. For those covered "autos" for which you carry Comprehensive or Specified Cause of Loss Coverage: a. Wewill pay up to $100 per day, for Up to 30 days, for Rental Reimbursement Expenses incurred byyou. for the rental of an "auto" because of a "loss" to a covered "auto b. We will pay up to $500 for reasonableand necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". 2 We willpay under this coverage extension only that amount of your Rental Reimbursement Expenses which:is notalready provided under Paragraph I. Transportation Expenses of -this endorsement. CA 83 63.04 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page5of6 P. ACCIDENTAL DISCHARGE - AIRBAG COVERAGE Section III - Physical Damage Coverage, Exclusion B.3.a. does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PART REPLACEMENT Section III - Physical Damage Coverage, Paragraph C.1. Limits of Insurance is amended to include the following: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES Section III - Physical Damage Coverage, Paragraph D. Deductible is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE OF OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 1. Section IV - Business Auto Conditions, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or "loss" after the "accident" or "loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 2. Section IV - Business Auto Conditions, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit" after the claim or "suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT Section IV - Business Auto Conditions, Paragraph A.S. is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL ERRORS AND OMISSIONS Section IV - Business Auto Conditions, Paragraph B.2. is amended to add the following: However, if you should unintentionally mispresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non -renew your coverage or collect additional premium for any added exposures. V. MENTAL ANGUISH Section V - Definitions, Definition C. "Bodily Injury" is deleted and replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. Page 6 of 6 Includes copyrighted material of Insurance Services CA 83 63 04 18 Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY. CG836001.12 THIS ENDORSEMENT. CHANGES THE POLICY.. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT . This Endorsement modifies insurance provided under the following: . :COMMERCIAL GENERAL. LIABILITY COVERAGE FORM This endorsement, broadens coverage: The following schedule of coverage extensions is a general coverage description:only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine theextent ofcoverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A.- Additional Insured - Lessors of Leased Equipment J.: Good Samaritan Services B. Additional Insured - Owners; Managers or Lessors of Premises K: Duties in the -Event of Occurrence, Office, Claim or Suit ,C. Additional Insured- Vendors. L: Expected or Intended Injury .or -Damage (Property Damage) D.. Additional Insured - Written Contract or Agreement M. Medical Payments E. Aggregate Limit Per Location N. Non -owned Aircraft ' F.: Amateur Athletic Participants . O. - Non -owned Watercraft. G. -BodilyInjury Definition ,•P. . Newly Acquired or Formed Organizations H. . Broadened Named Insured_ Q. . Supplementary Payments , I. Damage to Property - B.orrowed _ Equipment,Customer Goods, Use of Elevators R. .Unintentional Omission S. Waiver of Subrogation - Blanket A. ADDITIONAL INSURED- LESSORS OF LEASED EQUIPMENT . . Under Section II - Who Is An Insured, the following is added: Any person ororganization that is an equipment lessor is an:Insured,.but only with respect to liability for "bodily injury" "property damage"; "personal injury" or "advertising injury" caused , in whole or in part, by.your acts or Omissions in the maintenance; operation or use by you of equiprrient leased to you by such equipment lessor. The insuranceprovided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense,. that is committedafter the equipment.Iease expires: B. ADDITIONAL INSURED = OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added:. Any person or organization that is a premises owner, manager. or lessor is an insured, butonly With respect to liability arisingout of the ownership, maintenance or use of that part of any premises leased to you. The insured provided to such premises owner, manager or lessor does not apply to: . 1. Any "bodily injury" or ''property damage" caused by an "occurrence" that takes place, or "personal injury" or. "advertising injury" caused by anoffense that is committed, after you cease to be a tenant in that premises; or. CG 83 60 01 12 . Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manageror lessor. C. ADDITIONAL INSURED VENDORS Under Section 11 - Who Is An Insured, the following is added: Any person :or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured ,:buy only.with' respect to liability for "bodily injury" or "property damage" that: • 1._ Is caused by an "occurrence" that takes place after you have signed and executed that contract or - agreement; and 2. Arises out of "your products" which are distributed or sold in the regular course of such vendors business: The insurance provided to such vendor is subject to the following: provisions: 1: The limits of insurance provided to such vendor will be the limits which you agreed to -provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. • 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in"your products"made by such vendor; c: Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, .and then_ repackaged in the original container; d Any failure to make such, inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; e. Demonstration, installation, servicing or repair operations, excepts such operations performed at such vendors premises in connection with the sale of "your products; or f "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as -a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to:. 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which:coverage as an additional insured specifically is scheduled by endorsement.. D: ADDITIONAL INSURED- WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured,the following is added: Any person or organization that is not otherwise, an insured under this Coverage Part andthat you -have agreed in a. written contract or agreement to include as an additional insured on this Coverage Part is an insured,: but only with respect to liability for "bodily injury" or "property damage" that: Page 2 of 7 Includes copyrighted material of Insurance Services Office, inc., with its permission. CG 83 60 01 12 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and . 2. Is caused, in whole or in part, by your acts or missions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions or any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less._ E. AGGREGATE LIMIT PER LOCATION Under Section III - Limits.Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your "locations" owried by or rented or leased to you. Under Section.V - Definitions, the following is added: "Location" means premises involving the same, or connecting lots, or premises whose connection is interrupted: only by a street, roadway, waterway or right-of-way of a railroad. F. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who is An -Insured, the following is added: Any person: representing you while participating in amateur athletic activities that you sponsor: However, no such person is an insured for:. .1. "Bodily injury" to: a A co -participant your "employee" or_"volunteer worker" while participating in amateur athletic activities that you sponsor; or b . You, any partner or member (if you are a partnership or -joint venture), or any member (if you are a limited liability company), or any "executive officer (if you are an organization other. than a partnership, . joint venture, or limited liability company); or "Property damage" to property owned by, occupied or used by, rented to, in the care', custody, or control of, -or over which physical control is being' exercised for any:purpose. by: a. A co -participant, your"employee" or "volunteer worker"; or b . You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any "executive officer" (if, you are an organization other than a -partnership, joint venture, or limited liability company); or. G. BODILY INJURY Under Section V - Definitions; the definition of "bodily injury" is deleted and replaced by the following:. "Bodily injury" means bodily injury, mental anguish; mental injury, shock, fright; disability, humiliation, sickness or disease sustained by a person, includingdeath resulting from any of these at any time. CG 83 60 01 12 .Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page3of7 H. BROADENED NAMED INSURED. Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization which is a legally incorporated entity over which.you maintain ownership or majority interest on the effective date of this Coverage Part will be, a Named Insured until the 180th day after which you acquire or form the organization or the end of the policy period, whichever comes first, unless reported in writing to us within the 180 days. . Coverage under this provision does not apply to any person or organizationfor which coverage is excluded by endorsement. I. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following 1 Under Section 1 - Coverages, Coverage A., Bodily Injury and Property. Damage Liability, paragraph 2., Exclusions, item.j., Damage To Property is amended- as follows: - - • a. The exclusion for personal property in. the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site -and provided it is not being used by anyone to perform operations at the time of loss. The exclusions for: (i) • Property. loaned to you; . . (ii) Personal property in the -care; custody or control of the insured; and (iii)IThat particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it do not apply to "property damage" to "customers goods"while on :your.prernises nor do they apply to .. "property damage" arising from the use of elevators.at premises you own, rent, lease or occupy. • Subject to the'Each Occurrence Limit, the most we will pay for "property damage" to "customers" goods" is. $25,000 per "occurrence". - 2 Under:Section V -Definitions, the following is added: . "Customers" goods": means goods of your customer on your premises for the purpose of being: Repaired; or Used in your manufacturing process. Under. Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insuredwhethersuch insurance isprimary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance Excess Insurance provisions:. . GOOD. SAMARITAN SERVICES 1 Under Section II - Who Is Insured, paragraph 2., item d.,.the following is added: . This exclusion does not apply to your employees orvolunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". Page 4 of 7 Includes copyrighted material of Insurance Services Office, inc., with its permission. CG 83 60 0112 . Wider Section V - Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. K. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE; CLAIM OR SUIT Under Section IV = Commercial General Liability Conditions,. paragraph 2.,. Duties In The Event Of Occurrence, Claim or Suit, is amended to include the following: 1. The requirements that you must: notify us of an 'occurrence" offense, claim or "suit"; and send us documents concerning a claim or "suit" apply only when such "accidert" claim, "suit" or "loss is known to: (i) You, if you are an individual; (ii) A partner, if you are a partnership (iii) An executive officer of the corporation or insurance manager, if you are a corporation; or (iv) A manager, if you are a limited liability company. 2. The:requirernentthat you must notify us as soon as practicable of an -"occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to -your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy: However, as soon.as-you have definite knowledgethatthe particular "occurrence" is a liability claim rather than a workers : compensation claim, you must comply with the Duties In The Event Of Occurrence,Offense; Claim Or Suit Condition. L: EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section.I - Coverages, Coverage A, Bodily Injury And Property Damage Liability paragraph 2., Exclusions, item a.; Expected Or Intended Injury; is deleted and replaced by the following: . Expected or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. M. MEDICAL PAYMENTS 1.. Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is. changed to three years. 2 The Medical Expense Limit is $1.0,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision M. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. CG 83 60 01 12 Includescopyrighted material -of Insurance Services Office, Inc., with its permission. Page 5 of 7 N. NON -OWNED AIRCRAFT 1. Under Section I = Coverages, Coverage A, Bodily Injury and Property. Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision N. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. - O. NON -OWNED WATERCRAFT 1.. Under Section II Who Is Insured, is amended as follows: To include as an. insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision O. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. P. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured, item 3., a., is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. Q. SUPPLEMENTARY PAYMENTS Under Section I - Coverages, Supplementary Payments Coverages A and B is amended as follows: 1: - The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. R. UNINTENTIONAL OMISSION Under Section IV -Commercial General Liability Conditions, paragraph 6.; Representations, the following is added: Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc:, with its CG 83 60 01 12 permission. The unintentional omission of, or unintentional error in, any informationprovidedby you which we relied upon in issuing this policy will not prejudice your rights under.this insurance. However, this provision does not affect; our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. S. WAIVEROF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions, paragraph 8.; Transfer of Rights of f Recovery Against Others to Us the following is added: We will waive any right of recovery, we may have against any person -or organization because of.payments we make for injury or damage arising out of your ongoing operations done undera written -contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard": This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "propertydamage",that requires you to Waivelyour rights of•recovery.• THIS ENDORSEMENT MUST BE ATTACHED TO A CHANGE ENDORSEMENT WHEN ISSUED AFTER THE POLICY IS WRITTEN. CG 83 60 01 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 DocuSign Envelope ID: FB3C4A4C-D76B-42B6-8AC7-185A655C1C17 INCUMBENCY CERTIFICATE •FOR REGISTRY SERVICES, LLC October 18, 2021 (,:Michele Lau, in my capacity as Corporate Secretary of Registry Services, LLC, a limited liability company duly formed in the State of Delaware("Company"); hereby certify the following persons are officers and authorized signers of the Company: . Name . . Title Nick Daddario President . Michele Lau Corporate Secretary Nicolai Bersonoff . Vice President, Domains — Registry/ General Manager; GoDaddy Registry I declare under penalty of perjury the foregoing is true and correct. DocuSigned by:. Atidult, box 589E1929C48441E... Michele Lau City of Miami Legislation Resolution: 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 City of Miami Page 1 of 2 File ID: 9393 (Revision:) Printed On: 10/18/2021 File ID: 9393 Enactment Number: R-21-0332 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: 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. City of Miami Page 2 of 2 File ID: 9393 (Revision:) Printed on: 10/18/2021 10/6/21, 5:35 PM Detail by Officer/Registered Agent Name DIVISION OF CORPORATIONS Jiyi�1Ui i Jj 4jj'brg ) r`ID1.r rar uffirin13tutr of Florldu ri butr Department of State / Division of Corporations / Search Records / Search by Officer/Registered Agent Name / Detail by Officer/Registered Agent Name Florida Limited Liability Company MINDS + MACHINES, LLC filing Information Document Number L14000155676 FEI/EIN Number 47-3252088 Date Filed 10/06/2014 Effective Date 10/05/2014 State FL Status ACTIVE Last Event LC NAME CHANGE Event Date Filed 10/09/2014 Event Effective Date NONE Principal Address 55 MERRICK WAY STE. 406 CORAL GABLES, FL 33134 Matting Address 2505 Second Ave Suit 520 Seattle, WA 98121 Changed: 02/26/2021 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 03/23/2021 Address Changed: 03/23/2021 Authorized Persona) Detail Name & Address Title Authorized Member Minds + Machines US, Inc. c/o Minds and Machines LLC 2505 2nd Ave https://search.su nbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=0fficerRegisteredAgentName&directionType=ln itial&searchNam... 1/2 10/6/21, 5:35 PM Detail by Officer/Registered Agent Name Suite 520 Seattle, WA 98121 Title Director Falcon, Sheri 2505 Second Ave Suit 520 Seattle, WA 98121 Title Director Disher, Bryan 2505 Second Ave Suit 520 Seattle, WA 98121 Annual Reports Report Year Filed Date 2020 04/21/2020 2020 04/23/2020 2021 02/26/2021 Document Imaggr 03/23/2021 — Reg. Agent Changg 02/26/2021 —ANNUAL REPORT 04/23/2020 —AMENDED ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format J 04/21/2020 —ANNUAL REPORT View image in PDF format 06/13/2019 — ANNUAL REPORT View image in PDF format 02/19/2018 — ANNUAL REPORT View image in PDF format 03/21/2017 — ANNUAL REPORT View image in PDF format 03/08/2016 — ANNUAL REPORT View image in PDF format 03/02/2015 — ANNUAL REPORT 10/09/2014 — LC Name Changg View image in PDF format View image in PDF format 10/06/2014 — Florida Limited Liability View image in PDF format Florida Department of State, Division of Corporations https://search.su nbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=0fficerRegisteredAgentName&directionType=Initial&search Nam... 2/2 DocuSign Envelope ID: 005AA77D-19F8-4AE4-9DBO-BF53CEA5A913 WRITTEN' CONSENT OF THE BOARD OF DIRECTORS OF MINDS + MACHINES US, INC. a Delaware Corporation Dated October 05, 2021 Pursuant to Section 108(c) and Section 141(f) of the Delaware Corporation Law, the undersigned, constituting all of the members of the Board of Directors (the "Board") of MINDS & MACHINES US, INC., a Delaware corporation (the "Corporation"), without the formality of convening a meeting; do hereby consent to and adopt the following resolutions:: CITY OF MIAMI AMENDMENT WHEREAS,. the Corporation is the sole member of Minds + Machines, LLC ("M+M"); WHEREAS,. the Corporation authorized M+M and the. City of Miami ("City") to enter into an agreement on or about June 3, 2015 regarding the .MIAMI TLD ("Agreement"); WHEREAS, on or about July 24, 2020 M+M and .the City entered into an amendment of the Agreement ("Amended Agreement) which is in full force and effect; WHEREAS, the City and M+M have discussed the acquisition of .MIAMI_by Registry Services, LLC ("GoDaddy"); WHEREAS, M+M has provided the City with adequate writtennotice of the above - stated acquisition; WHEREAS, M+M and the City wish to novate and assign the terms of the Agreement and Amended Agreement to GoDaddy, as further agreed between the parties ("Novation"); RESOLVED, that J. Bryan Disher, CFO, is authorized by the Corporation to enter into the Novation on behalf of M+M. GENERAL AUTHORITY RESOLVED FURTHER, that the Directors and appropriate Officers of the Corporation , be, and each of them hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to prepare, execute, deliver and file such certificates, documents, instruments or other papers and to do or cause to be done all such acts and things (including the payment of all necessary expenses and the retention of the services of attorneys, accountants, printers and others) as the Board, may deem necessary or appropriate to effect fully the intent and purposes of any and all of these resolutions; and RESOLVED FURTHER, that the delivery of a copy of the resolutions to the Corporation by electronic transmission which shows the electronic signatures to these resolutions by one or more of the directors shall, for all purposes, constitute evidence of the signing of such resolutions by those directors so executing. Resolutions may be executed in counterparts. Any 03514-0001 267274.2 DocuSign Envelope ID: 005AA77D-19F8-4AE4-9DB0-BF53CEA5A913 action taken herein shall be of the same force and effect as if adopted at a duly convened meeting of the Board of Directors of the Company. The undersigned being all of the Directors of the Corporation hereby sign the foregoing resolutions: CDocuSigned by: Few 03D5C238F9714FE... DocuSigned by: C ;� 6!Kiavl, �iS�tit,V 29206499F.CF84AF... Sheri Falcon, Director J. Bryan Disher, CFO and Director 03514-0001267274.2 Michele Lau - Chief Legal Officer and Corporate Secretary at GoDaddy I The Org Page 1 of 2 GoDaddy(/org/godaddy) Org chart (/org/godaddy/org-chart) Michele Lau Michele Lau Chief Legal Officer and Corporate Secretary Join to edit As Chief Legal Officer, Michele is responsible for GoDaddy's legal, compliance and internal audit functions. Prior to joining GoDaddy, Michele was SVP, Corporate Secretary and Associate General Counsel at McKesson, where she served as an advisor to McKesson's Board of Directors and partnered with senior management on strategic initiatives and co... More Roles at GoDaddy CI Chief Legal Officer and Corporate Secretary Current role Org chart Manager By clicking "Continue" or continuing to use our site, you Aman Bhutani acknowledge that you accept our Privacy Policy CEO i/org/godaddy/orgyoh*Olt kItAllille (/terms). We also use cookies to provide you with the best possible experience on our website. View in org chart(/org/godaddy/org-chart) Continue https://theorg.com/org/godaddy/org-chart/michele-lau 10/18/2021 Michele Lau Chief Legal Officer and Corporate Secretary at GoDaddy j The Org Page 2 of 2 Related people the Hear White. He thepact (/org/genpact/org-chart/heather-white) Paul E. Davis Xperi (/org/xperi/org-chart/pawl-e. davis) Gizelle Barany(,org/lendup%org-chart/gizelle-barany) LendUp Scout (/scout) Careers (/org/theorg/jobs): Guides (/guides) About (/about) Blog; (https://medium.com/the-org) Support (https://support.theorg.com/) © 2021 Orgio, Inc. • Terms (/terms) I Privacy (/privacy) ; Data (/data -policy) Visit Facebook i Twitter us (https://www.facebook.com/theorgcom) : (https://twitter.com/theorgcom) ( /org/theorg); at: Byclicking "Continue" or continuing to use our site, you acknowledge that you accept our Privacy Policy (/privacy) and Terms of Use (/terms). We also use - cookies to provide you with the best possible experience on our website: The Org :https://theorg. com/org/go daddy/org-chart/michele-lau 10/18/2021 DocuSign Envelope ID: FB3C4A4C-D76B-42B6-8AC7-185A655C1C17 REGISTRY SERVICES, LLC ORG STRUCTURE AS OF OCTOBER 18, 2021 GoDaddy Inc. USA —94.4 % Desert Newco, LLC USA 100% Registry Services, LLC USA I certify the information provided in this document is valid and correct as of October 18, 2021. DocuSigned by: 589E1929C48441E... Michele Lau Delaware.gov Govemor General Assembly I Courts I Elected Officials I State Agencies au bq5 Department of State: Division of Corporations Allowable Characters HOME Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING File Number. 6375087 incorporation Date / 4/12/2017 Formation Date: (mm/dd/yyyy) Entity Name: REGISTRY SERVICES, LLC Limited Entity Kind: Liability Entity Tvoe: General Company Residency: Domestic State: DELAWARE REGISTERED AGENT INFORMATION Name: CORPORATION SERVICE COMPANY Address: 251 LITTLE FALLS DRIVE City: WILMINGTON County: New Castle State: DE Postal Code: 19808 Phone: 302-636-5401 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like ()Status OStatus,Tax & History Information Submit View Search Results New Entity Search For help on a particular field click on the Field Tag to take you to the help area. site map I privacy 1 about this site I contact us I translate I delaware.gov