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HomeMy WebLinkAboutContract 55038 CSC No.55038 N V E R U S ORDER FORM Agreement.Drilling Info,Inc. ("Enverus")and City of Fort Worth("Customer")agree that Customer's access to the Products is governed by this Order Form,and the Terms&Conditions executed on 12/19/2017(collectively the "Agreement").Customer: (a)has read and understands the entire Agreement;(b)is authorized and intends to form a legally binding contract with Enverus;(c)is not a competitor of and will not compete with Enverus; (d)will not use the Products to develop software in any form;(e)agrees that the Agreement,whether printed or electronic,constitutes a"writing"under any applicable law;(f)understands that the Agreement includes WARRANTY DISCLAIMERS,INDEMNIFICATION FOR NEGLIGENCE,AUTOMATIC RENEWAL,LIMITATION OF LIABILITY,AND WAIVER OF JURY TRIAL,and (g)will cause all Authorized Users to abide by the Agreement. Products.This Order Form covers the following Products: • Enverus Fooundations up to 49(Permitted Number)Authorized Users. • Price: $33,000.00 plus applicable taxes from 12/31/2020 to 12/30/2021.Enverus shall credit Customer for paid and unused subscription fees. • Price: $33,000.00 plus applicable taxes from 12/31/2021 to 12/30/2022. • Price: $33,000.00 plus applicable taxes from 12/31/2022 to 12/30/2023. PRICING INFORMATION IS CONFIDENTIAL TO ENVERUS AND MAY NOT BE DISCLOSED Enverus may adjust the start date and end date,without increasing the total price or changing the term length,based on the date Enverus receives this executed Order Form and activates the Products. Notices.Any notices or correspondence shall be sent to the following individual(s): Customer Billing and Notice Information: Enverus Notice Information: Name: Mark Brown Name: Shawn M.Shillington Address: Real Property-Lease Mgmt. Address: 2901 Via Fortuna Property Mgmt.Dept.-City of Fort Worth Building 6,Suite 200 Austin,TX 78746 900 Monroe Street,STE 404 Fort Worth,Texas 76102-6311 Phone: (817)392-5197 Phone: (512)519-3780 Email: mark.brown@fortworthtexas.gov Email: shawn.shillington@enverus.com City of Fort Worth Drilling Info,Inc. Tea _ZeA LL SGral llf SGrrlGr� Iwf Dana Burghdoff(Dec 15,20 09:20 CS Shawn Shillington(Dec 14,262014:22 CST) Name: Dana Burghdoff Name: Shawn M. Shillington Title: Assistant City Manager Title:General Counsel Date: Dec i5,2020 Date: Dec 14,2020 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 0 20233 DocuSign Envelope ID:E5D6AB13-B824-4922-97DB-8D31EE4B80DB P4 drillinginfo better,faster decisions TERMS& CONDITIONS 1. Products.During the Term and subject to the terms and conditions of this Agreement,including restrictions and payment of fees: a. Access.DI grants Customer a non-exclusive,non-transferable,non-sublicensable right,solely for Customer's Internal Use,for the Permitted Number of Authorized Users to(1)access the Products,(2)download and reproduce discrete elements of Proprietary Data, (3)store Proprietary Data on computer systems controlled by Customer,(4)manipulate,analyze,reformat,print,or display such Proprietary Data,and(5)install the object code version of any Local Software included in the Products.DI has no obligation to deliver or make available any software or other technology used to provide the Products to Customer.Authorized Users shall use the Products solely for the benefit of Customer.If a new version of any Local Software included in the Products is available,Customer shall promptly install the new version and Customer's license to previous versions shall terminate. b. Data Providers.Third party data services may be subject to agreements with data providers that Customer must execute prior to receiving service.Customer shall comply with all terms imposed by data providers with respect to Products that include data from third party data providers.Fees for data services are subject to change from time to time by data providers and data providers may terminate service at any time without notice or liability.If service fees increase and Customer requests in writing(or via email)that DI terminate the associated data services,DI will do so unless contractually prohibited.If data services are terminated,DI shall cease to provide,and Customer will no longer be obligated to pay fees for,the terminated data services,without affecting any other services. c. Creation of Work Product.Customer may incorporate Proprietary Data into its work product(i)as static graphical images that do not display specific data points and from which it is not possible to extract or manipulate such data and/or(ii)in text containing individual data points("Customer Work Product").Customer may provide Customer Work Product to third parties only on a non-continuous basis and(not updated in real-time or in accordance with a regular schedule).Customer shall attribute DI by prominently including "Data provided by and used with permission from Drittinginfo"and,upon request,shall provide DI a copy of Customer Work Product. Customer Work Product shall not extend any warranties on behalf of DI or imply that DI is responsible for reliability,accuracy, completeness or currency of any Proprietary Data or Customer Work Product.Customer Work Product shall not include packages or summaries of Proprietary Data or any Estimated Ultimate Recovery(EUR)tables,Drilled but Uncompleted wells(RUCs),Play Assessments,Basin Grading Maps,or material marked"Confidential"or"Not for distribution."Consulting deliverables that comply with this section shall be considered Customer Work Product. 2. Restrictions.Customer shall not and shall not permit or authorize any third party to: a. Use the Products other than as authorized or sell,lease,license,sublicense,rent,loan,share,pledge,or otherwise transfer,with or without consideration,all or any part of the Products or rights granted under this Agreement,or permit thud parties to benefit from the Products,including a timesharing,rental,outsourcing,service bureau,networking,hosted service or other arrangement. b. Use the Products to compete with DI,build a competitive product or service,provide packages or summaries of Proprietary Data,copy any Product features,functions,or graphics,provide Proprietary Data to third parties by lease,rental,transfer,assignment,broadcast, public display,distribution,sale/resale,sublicense,or any other means,or engage in"mirroring"or simulating the Products. c. Reverse engineer,decompile,decrypt,or disassemble Products,except to the extent this restriction is prohibited by applicable law, remove proprietary notices or labels,use any robot,spider,or other automated method to access,download,or reproduce Proprietary Data,or use Products in a way that causes a denial of service for other users or interferes with or unduly burdens performance. d. Disclose,use,or permit use of any confidential information of DI,including(i)Proprietary Data,(ii)documentation or technical information related to the Products,and(iii)the terms and conditions of this Agreement(including pricing terms). DI may suspend or terminate access to the Products if Customer or any Authorized User violates these restrictions. 3. Payments.Fees are due within 30 days of the applicable invoice.Fees are based on access to the Products,not usage.Payment obligations, including all fees for the entire Term,are non-cancelable and fees paid are non-refundable.Subscription level cannot be reduced during the Term.DI may suspend or terminate access to the Products in its sole discretion if fees are not paid in accordance with this provision. Customer will not setoff or offset against DI's invoices amounts that Customer claims are due Customer.Fees are exclusive of taxes,levies, duties and other fiscal charges,including but not limited to sales tax,use tax,withholding,value-added or similar tax,and property taxes (collectively,"Taxes").Customer shall not deduct or withhold Taxes.If DI has the legal obligation to pay or collect Taxes,DI will invoice and Customer shall pay such amounts,unless and only to the extent that Customer provides DI with a valid tax exemption certificate authorized by the appropriate taxing authority.Customer shall pay interest on any unpaid balances at least 30 days past due at the rate of one and a half percent(1.5%)per month up to the maximum rate permitted by law plus reasonable expenses incurred by DI in collection efforts. 4. Term and Termination. a. Renewals.UNLESS CUSTOMER PROVIDES DI WRITTEN TERMINATION NOTICE 60 DAYS PRIOR TO THE END OF THE TERM CERTIFYING THAT IT WILL COMPLY WITH SECTION 4(C),DI SHALL HAVE THE RIGHT,BUT NOT THE OBLIGATION,TO RENEW THIS AGREEMENT AND EACH PRODUCT LISTED ON THE ORDER FORM FOR SUBSEQUENT ONE-YEAR PERIODS(EACH A"RENEWAL TERM").RATES FOR RENEWAL TERMS WILL BE DI'S THEN-CURRENT RATE.Upon request,Customer shall promptly provide DI an accurate count of its then-current number of employees and other information requested to determine pricing. b. Termination.DI shall have the right to terminate the Agreement immediately without refund if Customer violates any of the terms and conditions of the Agreement.DI shall also have the right to terminate the Agreement immediately without cause at any time upon notice followed by issuance to Customer of a pro rata refund of the subscription fees applicable to the remainder of Customer's subscription.Customer's sole and exclusive right to terminate this Agreement shall be termination without cause upon written notice to DI and payment of all unpaid fees for the full Term without refund or setoff. 1 17241 DocuSign Envelope ID:E5D6AB13-B824-4922-97DB-8D31 EE4B80DB pq drillinginfo better,(aster decisions TERMS& CONDITIONS c. Results of Termination.Upon termination or expiration of the Agreement(i)all rights,licenses,and access to the Products terminate, but the Agreement will otherwise survive;(ii)Customer shall immediately destroy all copies(including copies in email)of Proprietary Data in Customer's possession or control;(iii)Customer shall cause each Authorized User to certify that it has completed these procedures and provide such certifications to DI;and(iv)DI may pursue any remedies available at law or in equity.Customer Work Product may be retained subject to continued application of Section 1 c.If Customer's Product access changes,this provision shall apply to Products to which Customer no longer has access.If Customer violates this Section 4c,Customer shall pay DI three times Customer's most recent annual subscription fee,as liquidated damages and not as a penalty. 5. Warranty Disclaimers.DI DISCLAIMS ANY AND ALL WARRANTIES,WHETHER EXPRESS,ORAL,IMPLIED, STATUTORY,OR OTHERWISE,INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,TITLE,OR NON-INFRINGEMENT,AND ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING.DI DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET REQUIREMENTS OR THAT THEY ARE SUITABLE FOR NEEDS OR THAT THE DATA OR RESULTS ARE CORRECT, ACCURATE,TIMELY,COMPLETE,SUITABLE,OR RELIABLE.PROPRIETARY DATA IS COMPILED.FROM SOURCES BEYOND DI'S CONTROL AND ERRORS,GAPS,AND INACCURACIES MAY EXIST.THE PRODUCTS AND PROPRIETARY DATA ARE PROVIDED ON AN"AS IS,WITH ALL FAULTS"BASIS WITHOUT WARRANTIES OF ANY HIND.CUSTOMER ASSUMES ALL RISK OF ERRORS AND OMISSIONS IN THE PRODUCTS AND PROPRIETARY DATA. CUSTOMER SHALL IMPLEMENT SUFFICIENT PROCEDURES AND CHECKS TO SATISFY ITS REQUIREMENTS FOR ACCURACY AND SUITABILITY AND MAINTAIN MEANS FOR THE RECONSTRUCTION OF LOST DATA.THE PRODUCTS ARE A SUPPLEMENT TO,NOT A SUBSTITUTE FOR,THE KNOWLEDGE,EXPERTISE,SKILL,AND JUDGMENT OF PROFESSIONALS.CUSTOMER ACCEPTS ALL RISKS IN ITS USE OF THE PRODUCTS INCLUDING BUT NOT LIMITED TO ANY INVESTMENT,ACQUISITION,DRILLING,WELL TREATMENT,PRODUCTION OR FINANCIAL DECISIONS.NO INFORMATION OBTAINED THROUGH USE OF THE PRODUCTS SHALL CONSTITUTE TRADING ADVICE,TRADING RECOMMENDATIONS,OR TRADING INFORMATION.LOCAL SOFTWARE MAY INCLUDE THIRD PARTY COMMERCIAL SOFTWARE LICENSED BY DI AND SUBLICENSED TO CUSTOMER.LOCAL SOFTWARE MAY ALSO INCLUDE OR BE DISTRIBUTED WITH OPEN SOURCE SOFTWARE.DI MAKES NO REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS OR IMPLIED(INCLUDING,WITHOUT LIMITATION,ANY WARRANTIES OF N ERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE OR NON-INFRINGEMENT)WITH RESPECT TO THIRD PARTY COMMERCIAL OR OPEN SOURCE SOFTWARE AND SHALL NOT BE LIABLE FOR ANY DAMAGES REGARDING THE USE OR OPERATION OF ANY SUCH SOFTWARE.CUSTOMER RIGHTS TO USE SUCH SOFTWARE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES CONCERNING SUCH SOFTWARE,IF ANY,SHALL BE AS GRANTED UNDER THE APPLICABLE LICENSE AGREEMENT FOR SUCH SOFTWARE.THESE DISCLAIiMERS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.SOME OF THE ABOVE MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. 6. Indemnification. a. DIIndemnity.Subject to Section 6c,DI shall indemnify Customer against any action to the extent based on a claim that the unmodified Products infringe a U.S.patent issued as of the date hereof or a U.S.copyright,trademark,or trade secret("IP Claim").If adjudged to infringe,DI shall,at its option(i)procure for Customer the right to continue using the Products,(ii)modify or replace the Products so that they do not infringe;or(iii)terminate the Agreement and refund the part of the pre-paid subscription fee for the period after termination.DI shall have no liability for claims based on:(1)use of other than a current,unaltered Products,(2)use of Products in combination with non-DI products,software,services,or data,(3)third party software or data,including open source or third party commercial software,(4)failure to use the Products in accordance with the terms of this Agreement or for its intended purpose,or(5) infringement caused by compliance with Customer's designs,requirements,or specifications.THE FOREGOING STATES THE ENTIRE LIABILITY OF DI AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND. b. Customer Indemnity.Subject to Section 6c,Customer shall indemnify DI against any claims,actions,losses,liabilities,injuries, expenses,costs(including all reasonable attorneys'fees and costs of litigation),and damages,resulting from or arising out of Customer's use of the Products or breach of this Agreement,regardless of the form of action(excluding claims that are covered by DI's obligations under Section 6a).CUSTOMER'S OBLIGATIONS SHALL APPLY EVEN IF RESULTING FROM A PERSONAL INJURY OR DUE IN WHOLE OR IN PART TO DI'S NEGLIGENCE OR OTHER FAULT,BREACH OF CONTRACT, STRICT LIABILITY OR VIOLATION OF THE TEXAS DECEPTIVE TRADE AND PRACTICES ACT. c. Conditions.The indemnified party shall:(i)promptly notify the indemnifying party in writing of any claim(failure to provide such prompt notice shall only affect the rights of an indemnified party to the extent that such failure has a prejudicial effect on the defenses or other rights available to the indemnifying party);(ii)allow the indemnifying party to have sole control of the defense and all related settlement negotiations(the indemnified party may retain independent counsel at its own expense);and(iii)provide the indemnifying party with the information,authority and assistance necessary to perform the indemnifying party's obligations under this Section. 7. LIMITATION OF LIABILITY.DI SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY,WHETHER TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE),CONTRACT,STRICT LIABILITY,STATUTORY,OR OTHERWISE,FOR ANY SPECIAL,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY,PUNITIVE,OR INDIRECT DAMAGES OF ANY KIND,INCLUDING LOSS OF REVENUE,PROFITS,GOODWILL,USE,OR DATA OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES,RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS,EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.DI 2 17241 DocuSign Envelope ID:E5D6AB13-B824-4922-97DB-8D31EE4B80DB iq drillinginfo better,(aster decisions TERMS& CONDITIONS SHALL NOT BE LIABLE FOR TOTAL AGGREGATE AMOUNTS(INCLUDING LEGAL EXPENSES)IN EXCESS OF THE FEES PAID BY CUSTOMER TO DI UNDER THIS AGREEMENT IN THE TWELVE(12)MONTHS PRECEDING THE FIRST EVENTS GIVING RISE TO SUCH LIABILITY MINUS ANY AMOUNTS PREVIOUSLY PAID BY DI TO CUSTOMER IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT.THIS SECTION 7 FAIRLY ALLOCATES THE RISKS BETWEEN THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR CERTAIN DAMAGES SO SOME OF THESE LIMITATIONS MAY NOT APPLY. 8. Ownership/Feedback/Reference.The Products and Proprietary Data and all derivatives thereof(other than Customer Work Product)and all patents,copyrights,trade secret rights,trademarks,trade names and other proprietary rights associated therewith are the valuable, exclusive property of DI protected by coptract and intellectual property laws.This Agreement does not transfer or assign any ownership rights to Customer or anyone else.DI reserves the right to alter the Products,implement user priorities,implement rules for use,discontinue certain functional aspects of the Products,or add,withdraw,or alter any Proprietary Data.Except as expressly provided in this Agreement, Customer shall have no rights to the Products or any related intellectual property rights whether by implication,estoppel or otherwise,and DI reserves all rights,title and interest.Customer shall not challenge any right,title or interest of DI in or to,or make any claim or take any action adverse to DI's ownership of,any such property,including the Proprietary Data.Any ideas,feedback,suggestions,corrections, alterations,improvements,additional data points,requests,questions,comments,results of any test or evaluation and the like provided by Customer to DI("Feedback"),including any enhancement,improvements or new features to same,will be the property of DI.Customer hereby assigns and agrees to assign to DI all right,title and interest worldwide in and to the Feedback and the related intellectual property rights and agrees to assist DI in securing and perfecting such rights.Customer may use Feedback solely for its own Internal Use.DI may use information provided by Customer to DI directly or indirectly,in accordance with DI's Privacy Policy,available at http:Hinfo drillinginfo com/privacv-nolic and DI may collect,develop,create,extract,or otherwise generate statistics and other information and otherwise analyze Customer's use of the Products("Blind Data.").Blind Data will be owned solely by DI and may be used for any lawful business purpose without a duty of accounting to Customer,provided that such Blind Data does not identify Customer as the source of such data.DI may publicly identify Customer as a customer,including on its website,government filings,and in marketing materials,and Customer hereby grants to DI the nonexclusive right to use Customer's name and trademarks(including logos)solely for such purpose. 9. Unauthorized Use.DI may utilize security keys and other license enforcement mechanisms to prevent operation of the Products outside the bounds authorized hereunder.Customer shall not attempt to defeat or circumvent any such encryption,security,or license enforcement mechanisms.Customer will prevent unauthorized use of the Products and immediately notify DI of any unauthorized use.Customer will require each Authorized User to keep its user ID and password for the Products confidential.If Customer or any Authorized User suspects that any of its passwords have been disclosed or made known to any other person or if any previously Authorized User ceases to be an employee or contractor of Customer,Customer will immediately notify DI at sunpgaWrillinginfo.com.DI shall have the right to suspend, cap,limit,or disable file transfers,downloads,and exports as part of Product design,to protect Proprietary Data,or to facilitate operations. 10. High Risk Activities.Products are not intended for use in hazardous environments requiring fail-safe performance,including any application in which failure could lead to death,personal injury,or severe physical or property damage or any nuclear,chemical,or biological weapons or missile technology("High Risk Activities").Customer shall not use Products for High Risk Activities.DI have no liability for damages arising from the use of the Products in any High Risk Activity. 11. Reporting and Audit.Upon request from DI,Customer shall certify in writing that the Products are being used in accordance with this Agreement,including that only the Permitted Number of Authorized Users are using the Products.Customer will maintain complete and accurate books,records,and electronic backups in connection with its use of the Products(or in the case of termination,evidence of steps taken to comply with Section 4c),in sufficient detail to permit DI to verify Customer's compliance with the terms and conditions of this Agreement.DI shall have the right to perform an inspection and audit of Customer's premises,equipment and records during standard business hours and upon ten(10)days prior written notice.Customer will make available to DI or its representatives all Customer systems on which any Local Software or Proprietary Data resides and any records pertaining to the Local Software or Proprietary Data. 12. Force Majeure.DI shall not be liable for any loss or liability related to acts of God,equipment failures,DoS/DDoS or similar attacks, connection problems,weather,strikes,walkouts,fire,riots,armed conflicts,wild beasts,acts of war,or any causes outside the reasonable control of DI.DI shall have no responsibility to provide access to the Products during such delays or interruption regardless of the cause. 13. Third Party Content.The Products contain content posted by customers and links to third party websites or resources("Third Party Content").DI is not responsible for the availability of external sites or resources and has no control over,does not endorse,and does not make any representations or warranties with respect to Third Party Content.DI is not responsible or liable for any damage related to use of or reliance on any Third Party Content.Customer shall evaluate,and bear all risks associated with,the use of any Third Party Content, including any reliance on the accuracy,completeness,or usefulness.Customer's correspondence or business dealings with,or participation in promotions of,providers of Third Party Content,including payment and delivery of related products or services,and any other terms, conditions,warranties or representations associated with such dealings,are solely between Customer and such providers.DI respects intellectual property rights and asks Customer to do the same.DI reserves the right,in its sole discretion,to terminate access for any Authorized User who is the subject of infringement notifications. 14. Dispute Resolution. The Agreement shall be governed by the laws of the State of Texas.Any claim or cause of action relating to this Agreement must be brought in courts located in Austin,Travis County,Texas,except that DI may seek injunctive or equitable relief in any court.Customer submits to the personal jurisdiction of,and shall not object to venue in,such courts.If Customer does not reside or have a registered agent in the State of Texas,Customer hereby appoints the Secretary of State of Texas to act as its agent for service of process in 3 17241 DocuSign Envelope ID:E5D6AB13-B824-4922-97DB-8D31EE4B80DB P4 drillinginfo better,!aster decisions TERMS& CONDITIONS the event of any litigation or claim arising out of or relating to the Agreement.The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act(UCITA)are specifically excluded from application.Breach of DI's intellectual property rights,including confidential or proprietary information and license restrictions,may cause DI irreparable damage for which recovery of money damages would be inadequate,and DI shall therefore be entitled to obtain injunctive relief to protect such rights. Customer hereby waives the requirement of a bond in the event DI seeks injunctive relief.In addition to any other relief,at law or in equity, DI shall be entitled to recover from Customer all attorneys'fees and any costs of any litigation.IN ANY JUDICIAL PROCEEDINGS, THE PARTIES KNOWINGLY AND VOLUNTARILY,AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL,WAIVE ALL RIGHTS TO TRIAL BY JURY,AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. 15. Assignment. Customer shall not transfer or assign,whether by operation of law,merger(including reverse triangular),change of ownership, or otherwise,this Agreement or any of the rights conferred or obligations imposed by this Agreement,without DI's written permission, which may be withheld or conditioned in DI's discretion.No transfer or assignment shall discharge any obligations under this Agreement. Attempted assignment in violation of this provision shall be void and of no effect.Subject to the foregoing,this Agreement shall inure to the benefit of and be binding upon the Parties'and their respective permitted successors,transferees,and assigns.If Customer acquires or is acquired by another DI customer or its affiliate(whether by merger,stock purchase,asset purchase,or otherwise),the acquiring DI customer's subscription fee may be increased to account for the combined entity.DI may freely assign this Agreement,assign its rights,or delegate its duties under this Agreement. 16. Relationship of the Parties.This Agreement shall not create or establish an agency,partnership,or joint venture between the Parties and the Parties jointly and severally disclaim any such relationship.The Parties are acting solely as independent contractors and neither Party owes any fiduciary,special,implied,or other duty to the other Party.Customer agrees and covenants not to directly or indirectly solicit, hire,recruit,or induce the termination of employment of any employee or contractor of DI during or within one year after the Term. 17. US Government End Users.Products are deemed to be"commercial computer software"and"commercial computer software documentation,"respectively,pursuant to DFAR Section 227.7202 and FAR Section 12.212,as applicable.Any use,modification, reproduction,release,performance,display or disclosure of any part of the Products by the U.S.Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. 18. Export Controls.The Products are subject to U.S.Export Administration Regulations.Diversion or use contrary to U.S.or other applicable law and regulation is prohibited.Customer agrees not to export,import,or transmit Products,Proprietary Data or any other software or technical data to any country or end user or for any use in(1)any countries subject to U.S.trade embargoes(and all other nations that may from time to time be included on such a list);or(2)any persons or entities on the U.S."Denied Persons List,""Specially Designated Nationals List,"and"Entities List;"or(3)other locations or persons prohibited by law.Customer represents that neither the U.S.Bureau of Industry and Security nor any other governmental agency has issued sanctions against Customer or denied Customer's export privileges. 19. Agreement Interpretation.The Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous agreement,whether written or oral,between the Parties with respect to the Products.The Agreement shall be construed as if both Parties equally participated in its drafting,and thus shall not be construed against either Party as drafter.The Agreement may be modified only in a subsequent written agreement signed by both Parties specifically referencing this Agreement.No waiver of any provision of the Agreement by either Party shall constitute a waiver of any remedy available as a result of a subsequent breach of the same provision unless such waiver is made in writing.If a court determines that any provision of the Agreement is unlawful or unenforceable in any respect, the court shall reform the Agreement by modifying such provision so as to render it enforceable or,if modifying the provision is not possible,then deleting such provision.The court shall then fully enforce the Agreement as reformed.If any of the terms and conditions of the Agreement conflict with any order,text,manual or other document,this Agreement shall prevail and govern,regardless of whether such other document originated prior or subsequent to the Agreement,or was signed or acknowledged by any director,officer,employee, representative or agent of DI.The headings appearing in the Agreement are included for the convenience of the Parties and shall not be used to define,limit,enlarge or interpret the scope of the Agreement or any of its provisions."Including"means including without limitation. 20. Definitions. a. "Customee'means the purchaser of Products indicated on the Order Form or listed on a DI invoice. b. "Internal Use"means ordinary use for internal business purposes,not including any activities described in Section 2. c. '`Local Software"means any software included in the Products to be installed on Customer equipment,such as DI Desktop or Transform Essential,other software used to facilitate Authorized User access to the Products,and application programming interfaces ("APIs")."Local Software"does not include third party software. d. "Order Form"means,if applicable,the order form executed by DI and Customer describing the Products. e. "Party"and collectively"Parties"means DI and Customer. £ "Permitted Number"means the number of Authorized Users permitted to use the Products. g. "Products"means DI products listed on the Order Form or DI invoice,Proprietary Data,and anything else DI provides to Customer. h. "Proprietary Data"means the data points,databases,elements,records,documents,analyses,models,maps,tables,charts,and other data to which Customer has access using the Products or that is otherwise provided by DI to Customer,including Well Logs,LAS files, County Scans,Unit Geology,Estimated Ultimate Recovery(EUR),Geology Play Models,Basin Grading Maps and LandTracTM maps. Proprietary Data does not include data obtained from third party data providers on a pass-through basis. i. "Term"means the earliest date on the Order Form until the latest date on the Order Form(even if such dates are in separate bullets),or one year if Customer has not executed an Order Form,together with any Renewal Terms. 4 17241 ADDENDUM TO ENERVUS ORDER FORM BETWEEN THE CITY OF FORT WORTH AND DRILLING INFO, INC. This Addendum to Enervus Order Form ("Addendum") is entered into by and between Drilling Info, Inc. (Enverus) ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Enervus Order Form; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Enervus Order Form(referred to herein as the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire three (3) years after the Effective Date ("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. Thereafter, this Agreement may be renewed for additional one (1) year periods, as agreed upon between the Vendor and the City, at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. Addendum Page 1 of 11 C. Fiscal Funding. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Addendum Page 2 of 11 Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Indemnity. To the extent the Agreement,in any way,requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Addendum Page 3 of 11 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws,and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement,any applicable Statement(s)of Work, or as required by law.Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Addendum Page 4 of 11 Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. Addendum Page 5 of 11 18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 6 of 11 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration �t2 of this contract,including ensuring all By. Dana Burghdoff(Dec 15,20 09:20 Cs performance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Date: Dec 15,2020 By: Mark Bro n(Dec 14,202014:31 CST) Name: Mark Brown Approval Recommended: Title: Sr Land Agent,Property Management Approved as to Form and Legality: By: Steve Steve Cooke(Dec 14,202015:09 CST) Name: Steve Cooke TB Sfiron Title: Property Management Director By: A Strong(Dec 1,2020 09:17 CST 44�4oaa�� Name: John B. Strong F FORT as Attest: p�o°°° Title: Assistant City Attorney G�� oo Ao*�� Contract Authorization: By. �aaan ne00000 e M&C: Not Needed Name: Mary Kayser Title: City Secretary VENDOR: Drilling Info,Inc.(Enverus) SGiaWlf SGl%�G%/ 401f1 By. Shawn Shillington(Dec 14,262014:22 CST) Name: Shawn M. Shillington Title: General Counsel Date: Dec 14,2020 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Addendum Page 7 of 11 NETWORK ACCESS AGREEMENT This Network Access Agreement("Agreement")is made and entered into by and between the City of Fort Worth("City"), a home rule municipal corporation organized under the laws of the State of Texas, and Drilling Info, Inc. (Enverus) ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to allow the City's network to access its software tools and services in order to provide oil and natural gas market data. In order to provide the necessary support, Vendor does not need access to the Network,but may communicate support information via electronic mail (the"Services"). 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing the Services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials.The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. Otherwise,access rights will automatically expire one(1)year from the date of this Agreement("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK#") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK#,this Agreement may be renewed annually by City,in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives,of this Agreement and any other written instructions or guidelines that the City provides to Addendum Page 8 of 11 Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City.Upon termination of this Agreement,Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers,agents,servants,employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY.IN ADDITION,VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Addendum Page 9 of 11 Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits.Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including,but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy,fires, strikes,lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. Governing Law/Venue.This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Addendum Page 10 of 11 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By. Dana Burghdoff(Dec 15,20 09:20 Cs performance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Date: Dec 15,2020 By. Mark Bro n(Dec 14,202014:31 CST) Name: Mark Brown Approval Recommended: Title: Sr Land Agent,Property Management sfa-ae-ea&& Approved as to Form and Legality: By: Steve Cooke(Dec 14,202015:09 CST) Name: Steve Cooke Title: Property Management Director J-13,5-tronjg aq�FOR T4�a By: JB Strong(Dec ,2020 09:17 CST) °°°°*o- 1 a Attest: XY oa0 Name: John B. Strong o~oap-+d Title: Assistant City Attorney dvoo=d C� daa *�d �U a anzpsaaa Contract Authorization: Q By: n°na44� M&C: N/A Name: Mary Kayser Title: City Secretary VENDOR: Drilling Info, Inc. ("Enverus") Gaga r SGl%E#4zt—a# By: Shawn Shillington(Dec 14,262014:22 CST) Name: Shawn M. Shillington Title: General Counsel Date: Dec 14,2020 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Addendum Page 11 of 11