HomeMy WebLinkAboutContract 56636 DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
�■ CSC No. 56636
NVERUS
ORDER FORM
Agreement.Enverus,Inc.("Enverus")and City of Fort Worth("Customer")agree that Customer's access to the Products is governed
by this Order Form,the existing Terms&Conditions(dated December 19,2017),and any other attachments hereto(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 permit or authorize any third party
that competes with Enverus to access or use the Products or Proprietary Data; (e) will not use the Products or Proprietary Data to
develop software in any form;(f)agrees that the Agreement,whether printed or electronic,constitutes a"writing"under any applicable
law; (g) understands that the Agreement includes WARRANTY DISCLAIMERS, INDEMNIFICATION FOR NEGLIGENCE,
AUTOMATIC RENEWAL,LIMITATION OF LIABILITY,AND WAIVER OF JURY TRIAL,and(h)will cause all Authorized
Users to abide by the Agreement.
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. If Customer acquires or is acquired by another Enverus customer or its
affiliate(whether by merger,stock purchase,asset purchase,or otherwise),Customer's fees maybe increased to account for the combined
entity.If resetting the contract start date,Enverus shall credit Customer for paid and unused subscription fees on the applicable invoice.
CONTACT INFORMATION
BILLING COMPANY NAME BILLING ADDRESS BILLING CONTACT NAME BILLING EMAIL ADDRESS
City of Fort Worth Real Property-Lease Mgmt. Mark Brown mark.brown@fortworthtexas.gov
Property Mgmt.Dept.-City of Fort
Worth
900 Monroe Street,STE 404 Fort
Worth Texas 76102 United States
SALESPERSON EMAIL BILLING TERM PAYMENT TERM
Eliot Stone eliot.stone@enverus.com Annual Net 30
SERVICES
Yearl
START END PRODUCT NAME QTY PERMITTED
DATE DATE USERS
ll/l/2021 10/31/2022 MineralSoft Managed Revenue Service 1.00 49
l l/l/2021 10/31/2022 MineralSoft Professional 1.00 49
Year 1 TOTAL: USD 37,350.00
PRODUCT NAME PRICE
MineralSoft Professional Services USD 5,000.00
TOTAL: USD 5,000.00
EnergyScan—Revenue Statements
Page 1 of 3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
•$1.60 per Property or$2.50 per check minimum scan fee for 72 hour turn time.
•$2.00 per Property or$2.50 per check minimum scan fee for 24 hour turn time.
Scanned statements that are available in network will be flagged and billed at EDI rates plus a$2.50 admin fee for the duplicates/in-
network check.
The following Special Terms apply to this Order Form:
-Managed Revenue Service includes up to 1,000 revenue property codes per month.Overage billed at$0.79 per property code per month
-MineralSoft Onboarding includes set up of account logins,three training sessions,set up of all well spots and association with revenue
senders,and historical revenue data back to January 1,2021.Land upload support is not included,but available as a professional service.
Page 2 of 3
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
AUTHORIZED SIGNATURES
City of Fort Worth Enverus
DocuSigned by:
Signature: Dana Burandaff Signature:
Dana Burghdoff ov9,202115:26CST)
Name(Print): Name(Print):
Dana Burghdoff Shawn M.Shillington
Title: Title:
Assistant City Manager General Counsel
Date: Nov 9,2021 Date: 10/29/2021
Customer Billing and Notice Information Enverus Notice Information
Name: Mark Brown,Lease Manager Name: Shawn M.Shillington
Address: 900 Monroe,Ste 404 Address: 2901 Via Fortuna Building 6,Suite
Fort Worth,TX 76102 200,Austin,TX,78746
Phone: Phone:
817-392-5197 (512)-519-3780
Email: Email:
mark.brown@fortworthtexas.gov shawn.shillington@enverus.com
Page 3 of 3 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
ADDENDUM TO ENVERUS ORDER FORM
BETWEEN
THE CITY OF FORT WORTH
AND
ENVERUS, INC.
This Addendum to Enverus Order Form ("Addendum") is entered into by and between
Enverus, Inc. ("Vendor") and the City of Fort Worth("City"), collectively the "parties."
The Contract documents shall include the following:
1. The Enverus Order Form; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Enverus 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 one (1) year after the Effective Date
("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement
or otherwise extended by the parties.
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.
C. Fiscal Funding Out. 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.
Addendum Page 1 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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. City 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
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.
Addendum Page 2 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or 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.
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
Addendum Page 3 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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 11 § 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
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.
Addendum Page 4 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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.
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
Addendum Page 5 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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.
20. Prohibition on Boycotting nergy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and(2)will not boycott energy companies during the term of
this Agreement.
21. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and(2)will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
22. Vendor Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
Addendum Page 6 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability(Errors&Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include,but not be limited to,the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
Addendum Page 7 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents,and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
Addendum Page 8 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City of Fort Worth Enverus, Inc.:
DocuSigned by:
Dana M andaff �
By: Dana Burghdoff ov9,202115:26CST) By:
Name: Dana Burghdoff Name:La flIM2'Sh411ington
Title: Assistant City Manager Title: General Counsel
Date:
Nov 9, Date:
2021 10/29/2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: Steve Cobke(Nov 8,2�02°115:53 CS-0 ensuring all performance and reporting
Name: Steve Cooke requirements.
Title: Property Management Director
Approved as to Form and Legality: By: Marilyn Scho ning(Oct 29,202116:08 CD-0
Name: Marilyn Schoening
Title: Sr Land Agent
B ppa F OR T
y' O 000000000
Name: Taylor Paris City Secretary: 0�0° °op
Title: Assistant City Attorney I�o o�0.
�vo °_�
l� G ° °
Contract Authorization: By: �d� °°°°°°°°°°° Aa
M&C: N/A Name: Ronald P. Gonzales 4 JFXo'
Title: Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 9 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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 Enverus, Inc., a domestic, for-profit ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide a
managed mineral revenue service. (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
Addendum Page 10 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
instructions or guidelines that the City provides to 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 IS 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
Addendum Page 11 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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 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,
Addendum Page 12 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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 13 of 14
DocuSign Envelope ID:A94AB66A-C22C-4BB7-A70C-CFED5D6A2D80
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
Dana M andaff person responsible for the monitoring and
By: Dana Burghdoff(Nov 9,202115:26CST) administration of this contract, including
Name: Dana Burghdoff ensuring all performance and reporting
Title: Assistant City Manager requirements.
Date: Nov 9,2021
By: Marilyn Scho ning(Oct 29,202116:08 CDT)
Approval Recommended: Name: Marilyn Schoening
Title: Sr Land Agent
By: Steve o ke(N"8,202 5� Approved as to Form and Legality:
Name: Steve Cooke
Title: Property Management Director / c
By:
Attest: Name: Taylor Paris
Title: Assistant City Attorney
By:
Name: Ronald P. Gonzales Contract Authorization:
Title: Acting City Secretary M&C: N/A
VENDOR:
Enverus, Inc.
DocuSigned by:
By:
Name: ai' R'�hillington
Title: General Counsel
Date: 10/29/2021
OFFICIAL RECORD
CITY SECRETARY
Addendum FT. WORTH, TX