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HomeMy WebLinkAboutContract 57548 CSC No. 57548 Luxor LUXOR MINING POOL SERVICE LEVEL AGREEMENT BETWEEN: Luxor Technology Corporation, a company duly incorporated according to the laws of the State of Delaware, hereinacting and represented by Ethan Vera, COO, duly authorized for the purposes hereof, as declared; (hereinafter "Luxor") AND: City of Fort Worth at 200 Texas Street, Fort Worth, Texas 76102 , hereinacting and represented by Reginald Zeno, authorized for the purposes hereof, as declared; (hereinafter the "Miner") GOALS & OBJECTIVES The purpose of this Service Level Agreement(hereinafter the "Agreement") is to ensure that the proper elements and commitments are in place to provide a consistent and mutually beneficial business relationship between the Miner and Luxor (collectively the "Parties"). The goal of this Agreement is to obtain mutual agreement for mining pool service between the Miner and Luxor. The objectives of this Agreement are to: - Provide clear reference to service ownership, accountability, roles and/or responsibilities. - Present a clear, concise and measurable description of service, operational, and compliance obligations between the parties. - Match perceptions of expected service provision with actual service support & delivery. TERMS & CONDITIONS The ownership and operation rights of the services provided by the Luxor Mining Pool ("Pool") are owned by Luxor. The Luxor Terms of Service (which incorporate Luxor's Privacy Policy) specified herein ("Terms and Conditions"), along with the service commitments outlined in this document, constitute the relevant rights and obligations required to be read and accepted by anyone that shall access and/or use the Pool ("Miner"). By accessing and using the Pool, Miner accepts and agrees to the Terms and Conditions, and Luxor commitments to Miner (collectively, the "Service Agreement"). As the operator of the Pool, Luxor shall provide a mining Pool Service (as defined below) to Miner under the Service Agreement. Miner agrees that Luxor will have the right to modify the Terms of Service at any time, with written notification to the Miner. Miner agrees to be solely responsible for reviewing the Terms of Service and/or any modifications thereto. If Miner does not agree to the Terms of Service and/or any of its modifications, then Miner shall cease to use and will not be allowed further access to the Pool and Service. 1. Luxor Terms of Service a. Luxor's Terms of Service are available at https://mining.luxor.tech/legal/tos. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Luxor 2. Privacy and Protection a. Luxor places the utmost emphasis on protecting Miner's personal information and data. When using the Pool under this Service Agreement, Miner agrees that Luxor will collect, store, use, disclose and protect Miner's personal information in accordance with Luxor's Privacy Policy, available in "Miner accounts and privacy rights" paragraph at https://mining.luxor.tech/legal/tos. 3. Luxor Services a. Luxor uses its own system, through the Internet and other means to provide Miner with a digital currency mining Pool and other services/products that may be added based on the Pool site ("Service"). For the avoidance of doubt, the Pool and Service shall not include wallet or custodial services from Luxor to Miner. b. Miner hereby authorizes Luxor to be fully responsible for disposal and distribution of the profit from such value-added Service. 4. Miner Rights and Obligations a. Miner shall be responsible for preparing the necessary equipment and bear the expenses related to using such necessary equipment to participate in the Pool and Service. b. Miner agrees to provide legal, true, accurate and detailed personal information, and update such information as needed. c. Miner shall comply with all applicable laws, rules, and regulations related to the use of the Pool and Service. d. Miner shall disclose the use of any proxies or agents that are configured between the Mining Pool and the ASIC. Luxor reserves the right to withhold Miners pending balance in the event a Miner has not configured their proxy or agent correctly e. Miner acknowledges and agrees that it is using the Pool and Service at its own risk. f. In the event Miner's access and/or rights to the Pool and Service have been discontinued, Miner is solely responsible for settling the remaining balances left in its account. Luxor shall use commercially reasonable efforts to assist Miner with settling any remaining balances in Miner's account. g. For the avoidance of doubt, Luxor shall not be responsible or liable to Miner for any balances remaining in Miner's account three (3) months after Miner's access and/or rights to the Pool and Service have been discontinued (regardless of whether the balances were left in Miner's account intentionally). h. It is the responsibility of Miner to ensure they have built redundancy into their mining operation to hedge against outages, system failures, and Force Majeure. As a Miner using the Pool and Service, Miner must configure a non-Luxor pool as backup/fail-over pool in all Miner machines pointed at Luxor stratums. In the event of a Pool outage that results in Pool downtime in excess of Luxor's SLA uptime guarantee of 98% monthly(see paragraph 1.b.i of Covenants, below), financial compensation from Luxor to Miner for the outage will be capped at 8 hours of the FPPS value of Miner's average total hashrate on a 144 block look-back basis, or, using the same compensation methodology, the value of lost hashrate accrued between Pool outage occurrence and the time Miner machines redirect their hashrate to the backup/fail-over pool, whichever is shorter. 5. Confidentiality a. Both Parties agree not to disclose any Confidential Information from the Pool and/or Service. "Information" includes (but is not limited to) information regarding Luxor's Pool, Miner's data, Service, Confidential documentation, software, trade secrets embodied therein and any other written or electronic information that is either(i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not 2 Luxor marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of the Confidential Information. 6. Term and Termination a. The Service Agreement will be in full force and effect until Miner's access and usage rights to the Pool and Service are terminated by either Miner or Luxor in accordance with the Service Agreement, or as otherwise agreed upon between Luxor and Miner ("Term"). b. Unless bound by a separate and superseding Mining Pool Utilization Contract, Miner may terminate the Service Agreement at any time upon settlement of any pending transactions. c. Unless bound by a separate and superseding Mining Pool Utilization Contract, Luxor may, at its sole discretion, limit, suspend or terminate Miner's access to the Pool and Service if in accordance with the Terms of Service. 7. Force Majeure a. Both Parties shall not be liable for any non-performance of its obligations pursuant to the Service Agreement if such non-performance is caused by a Force Majeure event. In case of a Force Majeure event, both Parties have the right to suspend or terminate its services immediately under the Service Agreement. "Force Majeure" events shall mean any event or circumstance, or any combination of events or circumstances which are beyond the control of the Parties. Such events or circumstances shall include, but are not limited, to events or occurrences that delay, prevent or hinder the Parties from performing such obligations, cyberattacks, acts of God, and regulatory, administrative or similar action or delays to take actions of any governmental authority. COVENANTS OF THE SLA 8. Service Agreement: The following detailed service parameters are the responsibility of Luxor in the ongoing support of the Miner under this Agreement: a. Service Scope and Availability (Luxor) i. Monitored Telegram, Discord, or email support channels as preferred by Miner with support available between the hours of 9:00 AM and 9:00 PM Pacific Standard Time ("business hours"). ii. Remote assistance using Remote Desktop. iii. Assistance guaranteed within 24 hours of notification by Miner. b. Service Provider Requirements (Luxor) i. 98% uptime of monthly mining pool services for the Miner's aggregate hashrate. Monetary compensation due at the end of every month from Luxor to the Miner for any downtime below the 98% level, in amount proportional to the percent downtime below 98% level multiplied by the FPPS price of the Miner's total Luxor hashrate. ii. Meeting response times associated with service related incidents. iii. Appropriate notification to Customer for major scheduled maintenance. c. Customer Requirements (Miner) i. Reasonable availability and responsiveness of customer representative(s) when resolving a service related incident or request. d. Service Requests i. 0-8 hours (during business hours) for issues classified as High priority. 3 Luxor ii. Within 16 hours for issues classified as Medium priority. iii. Within 5 days for issues classified as Low priority. 9. BTC Fees Miner will be paid for hashrate using a Full Pay Per Share (FPPS) payment methodology, defined as the expected value of both block reward and block transaction fees, calculated on a look-back basis across 144 previous blocks. Pool fees will be calculated based on the FPPS methodology (Appendix A), and will be the following: Total Hashrate Custom FPPS Fee Rate <1 PH 0.2% FPPS Laws: This Agreement shall be governed in all respects by the laws of the State of Delaware. IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands and seals, duly attested to by the hands of their proper signing officers this day of April, 2022. Luxor Technology Corporation City of Fort Worth Per Per �P�;nae Pno Alex Brammer, Reginald Zeno, VP of Business Development Interim Assistant City Manager OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 4 Luxor APPENDIX A — PAYMENT METHODS Mining revenue generally consists of two parts, (1) the block reward (current bitcoin block reward is 6.25 bitcoin) paid by the network to the miner and (2) the transaction fees paid by the users to the miner. When a mining pool successfully finds a block they are awarded all of the transactions fees in that block + the reward from the network. Full Pay-Per-Share ("FPPS") Payment Method In the parentheses on the right side the multiplication sign, it is the expected reward per block calculated by adding the block subsidy per block and the estimated transaction fee reward per block. Block subsidy follows the bitcoin halving schedule. Luxor estimate the transaction fee reward per block based on the average of the transaction fees of the latest 144 blocks. We use 144 blocks because bitcoin blocks are produced approximately every 10 minutes. Since there are 1 ,440 minutes in a day, the time span of 144 bitcoin blocks is on average about a day. The 144 blocks are rolling windows since new blocks are added to the chain. FPPS changes accordingly due to the new estimation of transaction fees per block and fluctuation in network difficulty. This update happens about every 10 minutes following the change on chain. FPPSj, = — X bi, + — t!1- dj, n ;-o h = latest block height d = network difficulty b = block subsidy t = transaction fees n = lookback period (number of blocks) Note: Luxor uses n = 144 Pay-Per-Share+ ("PPS+") Payment Method PPS+ is a combination of the PPS and PPLNS payments. Miners are paid by the pool for each valid share that they submit to the pool (whether or not the pool finds a block). This follows the same methodology above, however does not use the transaction fees portion of the formula. In addition, Miners are paid a portion of the transaction fees that their pool finds based on a PPLNS method (only when the pool finds a block). The combination of the two gives miners the stable and predictable payments of PPS, with an additional transaction fee payment based on the PPLNS calculation method. In Ethereum mining the transaction fee category is expanded to include both uncle block rewards and miner-extractable-value. Uncle blocks are rewards granted to miners for orphaned blocks, rewarded directly from the network. Miner-extractable-value is paid to miners 5 Luxor for the specific inclusion or ordering of transactions, rewarded directly from traders or from a third—party aggregator. Catalyst Catalyst is a service provided by Luxor that pays altcoin miners out directly in Bitcoin for their altcoin hashrate. Luxor currently offers this product for 8 different coins, including Ethereum. The mining process remains untouched. Miners start hashing one of the supported altcoins and their account gets credited altcoin through our PPS+ or PPS reward structure. Catalyst affects how we pay out mining rewards. Instead of receiving an altcoin we now price and buy your hashrate directly in Bitcoin. Due to the increased risk for the mining pool operator, the operating costs and the complexity of pricing hashrate in a different currency, Luxor discounts the value of hashrate by a certain percentage. The live view of ETH hashprice, priced in BTC or USD can be found in the user's dashboard. 6 Ethereum Catalyst O-engu,h Catalyst CATALYST OVERVIEW • Active Disable Pending Catalyst Pending Balance 244 Catalyst 30D Catalyst 0.66099774 ETH 0.14390363 BTC 1.93660304 BTC 49.16297975 BTC BTC Earnings 1MpvPermdl Hashpriee ©USD aao� W ao � bo a z s 9 i �� Boni Data nm ,� Bate Earning,HTa.,y 0—load Repon Date Status BTC Proceeds ETH Equivalent Hashrate Efficiency 12101/2021 Complete 1.95780582BTC 24.046693"ETH Pending Pending 1113014021 Complete 1.99660304 BTC 2452953103 ETH 1.517H 100.00% ttf2912021 Complete 1.98188106 BTC 26.28388041 ETH 1.62 TH 100.00% 11128=1 Complete 1.82704972 BTC 24.47516308ETH 1.53 TH 10000% 11127X21 Complete 2.08533356BTC 27.79725095 ETH 1.51 TH 100.00% 11126f2D21 Camplele 2.07635744 BTC 27.64854242 ETH 1.49TH 100.00% 11126w21 Complete 1.78083366 BTC 23.67399665 ETH 1.44TH 100.00% 11124l2021 Complete 1.70265112 BTC 2275321703 ETH 1.44 TH 100.00% 1 to 10 of 71 i< < Pagelof9 > >� ADDENDUM TO SERVICE LEVEL AGREEMENT BETWEEN THE CITY OF FORT WORTH AND LUXOR TECHNOLOGY CORPORATION This Addendum to Service Level Agreement("Addendum")is entered into by and between Luxor Technology Corporation ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Service Level Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Service Level Agreement ([collectively 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: I. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than one year after the Effective Date ("Expiration Date"),unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for an unlimited number of one-year renewal periods 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. City may terminate the Agreement at any time and for any reason. Vendor may terminate the Agreement at any time and for any reason upon settlement of any pending City transactions. 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 12 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. 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 12 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. 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. Addendum Page 3 of 12 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 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 Addendum Page 4 of 12 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 12 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. 20. Prohibition on Boycotting Energy 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,which will 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 Vendor's signature provides written verification to the City that Vendor: (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 which will 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 Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm Addendum Page 6 of 12 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) Addendum Page 7 of 12 Executed effective as of the date signed by the Assistant City Manager below. City: Vendor: Reginald Zeno Srww m-r By: R ald Zeno(Apr 28,202213:49CDT) By: Alexander Bra m me r(Apr 26,202213:47 EDT) Name: Reginald Zeno Name: Alex Brammer Title: Interim Assistant City Manager Title: VP of Business Development Date: Apr 28, 2022 Date: Apr 26, 2022 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 ensuring all By: performance and reporting requirements. Name: Tony Rousseau Title: Interim Finance Director By: {S� Approved as to Form and Legality: Name: John Samford Title: Assistant Finance Director b dq FO .0 as s� �oFoa0000000� a By: City Secretary: pro °00 00 0 Name: John B. Strong 0�0 0 d 0 Title: Senior Assistant City Attorney d0 g oo=� O y j (AV.2T) �� O�00Op 0ODo0�O TIV By: ��nEapS�pp Contract Authorization: Name: Jannette S. Goodall M&C: Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 8 of 12 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 Luxor Technology Corporation,a Delaware corporation("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 pool for mining cryptocurrency.In orderto provide the necessary support,Vendor may need access to City's internet (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 4") ❑ 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 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. Addendum Page 9 of 12 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 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 Addendum Page 10 of 12 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 11 of 12 Executed effective as of the date signed by the Assistant City Manager below. City: Vendor: Reginald Zeno Srww m-r By: R ald Zeno(Apr 28,202213:49CDT) By: Alexander Bra m me r(Apr 26,202213:47 EDT) Name: Reginald Zeno Name: Alex Brammer Title: Interim Assistant City Manager Title: VP of Business Development Date: Apr 28, 2022 Date: Apr 26, 2022 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 ensuring all By: performance and reporting requirements. Name: Tony Rousseau Title: Interim Finance Director By: � a {Q Approved as to Form and Legality: Name: John Samford Title: Assistant Finance Director By: 0 City Secretary: 4" 47 F�R�'o �a 00000000 Name: John B. Strong �°° °00��� Title: Senior Assistant City Attorney F�o ° .7�t��ette Goocl�tGG 0 0 zd By: Jan nette S.Goodall(Apr 28,2022 14:20 CDT) ,A�Y0 o y Y T O 00 TICY Contract Authorization: Title: City Secretary Name: Jannette S. IV M&CGoodall ����nEXAS.o�p OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 12 of 12