HomeMy WebLinkAboutContract 62591Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
CSC No.
�NVERUS
ORDER FORM
Enverus is a global company with offices in the United States, Canada, Europe, and Asia. It provides products and services through
Enverus, Inc., a corporation registered in Texas and headquartered in Austin, and through related entities operating in certain other
jurisdictions. References to "we", "our", "us", or "Enverus" are to the Enverus entity or entities providing products or services to City of
Fort Worth ("Subscriber"). Subscriber and its Users hereby agree that this Order Form amends and is incorporated into the existing Main
Subscription Agreement or Terms & Conditions (dated December 15, 2020), along with any other attachments hereto. Subscriber: (a)
has read and understands the entire Agreement; (b) is authorized and intends to form a legally binding contract with Enverus; (c) will only
use the Enverus Products or Enverus Data for Internal Use and will not use the Products or Proprietary Data to produce or develop any
commercial product or software; (d) may employ Artificial Intelligence ("Al") tools such as large language models, neural networks,
and similar technology, to enhance its utilization of the Enverus Products or analyze/interpret Enverus Data for Internal Use, so long as
such use is confined to a Subscriber -controlled internal instance with stringent controls preventing external access; (e) will not upload
Enverus Data or Product output to any third -party platform or software (including Al tools) that allows such data to be accessible by, or
utilizes such data for the benefit of, third -parties, including the prohibition of using such data for the training or enrichment of any
third -party platforms or software; (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 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 Subscriber acquires another Enverus customer or its affiliate (whether by
merger, stock purchase, asset purchase, or otherwise), Subscriber's fees may be increased to account for the combined entity. If resetting
the start date, Enverus shall credit Subscriber for paid and unused subscription fees.
SUBSCRIBER BILLING NAME
City of Fort Worth
SALESPERSON
Ashaya Morris
Recurring Products and Services
Year 1
CONTACT INFORMATION
BILLING ADDRESS BILLING CONTACT NAME
100 Fort Worth Trail Mark Brown, Lease
Forth Worth, Texas 76102 Manager
United States
EMAIL I BILLING TERM
ashaya.morris@enverus.com Annual
START END PRODUCT NAME
DATE DATE
12/31/2024 12/30/2025 Enverus Foundations
TERM
Page 1
BILLING EMAIL ADDRESS
Mark.brown@fortworthtexas.gov
PAYMENT TERM
Net 30
QTY
1.00
Year 1 TOTAL:
PERMITTED
NUMBER OF
USERS
49
USD 41,745.00
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
Year 2
START END PRODUCT NAME QTY PERMITTED
DATE DATE NUMBER OF
USERS
12/31/2025 12/30/2026 Enverus Foundations 1.00 49
Year 2 TOTAL: USD 43,832.00
Year 3
START END PRODUCT NAME QTY PERMITTED
DATE DATE NUMBER OF
USERS
12/31/2026 12/30/2027 Enverus Foundations 1.00 49
Year 3 TOTAL: USD 46,024.00
Year 4
START END PRODUCT NAME QTY PERMITTED
DATE DATE NUMBER OF
USERS
12/31/2027 12/30/2028 Enverus Foundations 1.00 49
Year 4 TOTAL: USD 48,325.00
Year 5
START END PRODUCT NAME QTY PERMITTED
DATE DATE NUMBER OF
USERS
12/31/2028 12/30/2029 Enverus Foundations 1.00 49
Year 5 TOTAL: USD 50,741.00
Page 2
Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
AUTHORIZED SIGNATURES
City of Fort Worth
Enverus
Signature:
Dana BaY,aGidoff
Dana Burghdoff (Jan 2, 02516:52 CST)
Signature:
Signed by: �.
F 1
�4
'�-F D 44906A 1✓2704 D D...
Darla Burghdoff
Name (Print):
Name (Print):
Shawn M. Shillington
Tine:
Assistant City Manager
Title:
General Counsel
Date:
Jan 2, 2025
Date:
12/18/2024
Subscriber Billing and Notice Formation
Enverus Notice
Infirmation
Name:
Lease Management, Property Management Department
Name:
Shawn M. Shillington
Address:
Address:
2901 Via Fortuna Building 6, Suite
900 Monroe, suite 400, Fort Worth, Texas 76102
100, Austin, TX, 78746
Phone:
817-392-5197
Phone:
(512) 477-9200
Email:
PMD@fortworthtexas.gov
Email:
shawn.shillington@enverus..com
Page 3
Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
DocuSign Envelope ID: E5D6AB13-8824-4922-97DB-8D31 EE4880DB
Chiiinginfo
better, faster decisions TERMS & CONDITIONS
1. Products. During the Term and. subject to the terms and conditions ofthis Agreement, including restrictions and payment offees:
a. Access. DI grants Customer a non-exclusive, non -transferable, non-sublicensable right, solely for Customer's Internal Use, for the
Permitted Number ofAuthorized Users to(!) access the Products, (2) download and reproduce discrete elements ofProprietary Data,
(3) store Proprietary Data on computer systems controlled by Customer, (4) manipulate, analyze, reformat, print, or display such
Proprietary Data, and (5) instaIl the object code version ofany 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 new version ofany 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 olWork 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 Drillinginfo" and, upon request, shall provide DI a copy ofCustomer Work Product.
Customer Work Product shall not extend any warranties on behalfofDI 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 ofProprietary Data or any Estimated Ultimate Recovery (EUR) tables, Drilled but Uncompleted wells (DUCs), 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 ofthe Products or rights granted under this Agreement, or permit third 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 ofProprietary 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 ofservice for other users or interferes with or unduly burdens performance.
d. Disclose, use, or permit use ofany confidential information of DI, including (i) Proprietary Data, (ii) documentation or technical
information related to the Products, and (iii) the terms and conditions ofthis Agreement (including pricing terms).
DI may suspend or terminate access to the Products ifCustomer or any Authorized User violates these restrictions.
Payments. Fees are due within 30 days ofthe 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 iffees are not paid in accordance with this provision.
Customer will not setoffor offset against DI's invoices amounts that Customer claims are due Customer. Fees are exclusive oftaxes, 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. IfDI 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 ofone
and a halfp,ercent (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-CURRE NT RATE. Upon request, Customer shall promptly provide DI an accurate count ofits 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 ifCustomer violates any ofthe terms and
conditions ofthe Agreement. DI shall also have the right to terminate the Agreement immediately without cause at any time upon
notice followed by issuance to Customer ofa pro rata refund ofthe 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 ofall unpaid fees for the full Term without refund or setoff
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Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
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drillinginfo
better, faster decisions MRMS & CONDITIO VU
C. Results o4 Termination. Upon termination or expiration ofthe 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) ofProprietary
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 ofSection le. 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 FORA PARTICULAR PURPOSE,
MERCHAN TABILITY, TITLE, OR NON -INFRINGEMENT, AND ANY WARRAN TIES ARISING BY VIRTUE OF CUSTOM
OF TRADE OR COURSE OF DEALING. DI DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS WILL MEET
REQUIRE MENTS OR THAT THEY ARE SUITABLE FOR NEEDS OR THAT THE DATA OR RESULTS, ARE CORRE CT,
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
KIND. 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 INVE STMENT, 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 MAKE S NO REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANT IES OF
MERCHANT ABILITY, 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 DANIA GES
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 DISCLAIMERS 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. DI -Indemnity. 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 ofthe date hereofor 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 ofthe pre -paid subscription fee for the period after
termination. DI shall have no liability for claims based on: (1) use ofother than a current, unaltered Products, (2) use ofProducts 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 ofthis 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 ofaction (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 affzct 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 ofthe 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 DAMA
GES OF ANY KIND, INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA OR THE COST OF
PROCURE MENT 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
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Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
DocuSign Envelope ID: E5D6AB13-B824-4922-970DB-8D31EE4880DB
} drillinginfo
better, faster decisions TERMS & CONDITIONS
SHALL NOT BE LIABLE FOR TOTAL AGGREGATE AMOUNTS (JNCLUDJNG 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 TIIIS 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 th.ereof(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 ofDI protected by contract 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 ofthe 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 ofDI 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 ofany 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 ofDI. 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://info.drillin_ginfo.com_/privacy policy/, and DI may collect, develop, create, extract, or otherwise generate statistics and other
information and otherwise analyze Customer's use afthe 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 ofthe 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 ofthe 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 ifany previously Authorized User ceases to be an
employee or contractor ofCustomer, Customer will immediately notify DI at support@drillinginfo.com. DI shall have tht right to suspend,
cap, limit, or disable file transfers, downloads, and exports as part.ofProduet 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 ofAuthorized Users are using the Products. Customer will maintain complete and
accurate books, records, and electronic backups in connection with its use .ofthe Products (or in the case oftermination, evidence ofsteps
taken to comply with Section 4c), in sufficient detail to permit DI to verify Customer's compliance with the terms and conditions ofthis
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 ofGod, equipment failures, DoS/DDoS or similar attacks,
connection problems, weather, strikes, walkouts, fire, riots, armed conflicts, wild beasts,, acts ofwar, .or any causes outside the reasonable
control ofDI. DI shall have no responsibility to provide access to the Products during such delays or interruption regardless ofthe 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 Parry 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 ofThird Party Content, including payment and delivery ofrelated 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 ofths State of Texas. Any claim or cause ofaction 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 ofprocess in
3 1'/241
Docusign Envelope ID: F6A2D677-166B-47A4-B267-5AE1A44885B7
DocuSign Envelope ID: E5D6AB13-B824-4922-97DB-8031EE4880DB
& Irillinginfo
better, foster decisions TERMS & CONDI770AS
the event ofany litigation or claim arising out ofor relating to the Agreement. The UN Convention on Contracts for the International Sate o?
Goods and the Uniform Computer Information Transactions Act (UCITA) are specifically excluded from application. Breach ofDI's
intellectual property rights, including confidential or proprietary information and license restrictions, may cause DI irreparable damage for
which recovery ofmoney damages would be inadequate, and DI shall therefore be entitled to obtain injunctive reliefto protect such rights.
Customer hereby waives the requirement ofa 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 aU attorneys' fees and any costs ofany 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 ofownership,
or otherwise, this Agreement or any ofthe 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 ofthis provision shall be void and ofno 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 affilia_te.(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, orjoint venture between the Parties and
the PartiesJointly 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 ofemployment 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 shaJI be governed solely by the
terms ofthis Agreement and shall be prohibited except to the extent expressly permitted, by the terms ofthis 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 toexport, 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 he 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
ofthe Agreement by either Party shall constitute a waiver.ofany remedy available as a result of subsequent breach ofthe same provision
unless such waiver is made in writing. If a court determines that any provision ofthe 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 ofthe 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 ofDI. The headings appearing in the Agreement are included for the convenience ofthe Parties and shall not be used
to define, limit, enlarge or interpret the scope ofthe Agreement or any of its provisions. "Including" means, including without limitation.
20. Definitions.
a. "Customer" means the purchaser ofProducts 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.
f "Permitted Number" means the .number ofAmhorized 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 LandTrac V 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 ifCustomer has not executed an•Order Form, together with any Renewal Terms.
17241
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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 on December 31, 2024 ("Effective Date")
and shall expire five (5) years after the Effective Date on December 30, 2029 ("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.
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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 Damnes. 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, DrillingInfo Enverus Page 2 of 11
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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, DrillingInfo Enverus Page 3 of 11
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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, DrillingInfo Enverus Page 4 of 11
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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. Citv 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 Nationalitv 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, DrillingInfo Enverus Page 5 of 11
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18. No Bovcott 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. Ri2ht 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, DrillingInfo Enverus Page 6 of 11
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ACCEPTED AND AGREED:
CITY:
City of Fort Worth
Dana ualrandoff
By: Dana Burghdoff (Jan 2, 02516:52 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 2, 2025
Approval Recommended:
74—
By:
Name: Marilyn Marvin
Title: Director
Property Management Department
Attest:
By: (f
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Drilling Info, Inc. (Enverus)
Sig/n/e�d/by:
ry��
By:
Name:
Shawn M. Shillington
Title:
General Counsel
12/18/2024
Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
'
By: Mark BrAin (Dec 19, 202409:48 CST)
Name: Mark Brown
Title: Lease Manager
Property Management Department
Approved as to Form and Legality:
By: P�Cia,��
CandacePagliara(Dec 2024 07:26 CST)
Name: Candace Pagliara
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-1096
Form 1295: 2024-1232979
Addendum, DrillingInfo Enverus Page 7 of 11
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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, DrillingInfo Enverus Page 8 of 11
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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 Securitv. 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, DrillingInfo Enverus Page 9 of 11
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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 Authoritv. 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, DrillingInfo Enverus Page 10 of 11
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Executed effective as of the date signed by the Assistant City Manager below.
City of Fort Worth
By: Dana Burghdoff (Jan 2, 02516:52 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 2, 2025
Approval Recommended:
a�
B
Y
Name: Marilyn Marvin
Title: Director
Property Management Department
Attest:
a F fORTo�IIaa
P iLo 0�10
�°aIl �ze.54a
By:
bnnaob°
Name:
Jannette S. Goodall
Title:
City Secretary
VENDOR:
Drilling Info, Inc. ("Enverus")
Signed by:
By:
aFna4naA19704nn
Name:
Shawn M. Shillington
Title:
General Counsel
12/18/2024
Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Mark Bro n (Dec 19, 2024 09:48 CST)
By:
Name: Mark Brown
Title: Lease Manager
Property Management Department
Approved as to Form and Legality:
c4vrdace- PayC�IV
By:
Candace Pagliara (Dec 2024 07:26 CST)
Name: Candace Pagliara
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-1096
Form 1295: 2024-1232979
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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FORT WORTH
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and DRILLINGINFO ENVERUS ("Vendor"), a
Domestic For -Profit Company and acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively referred to as the "parties."
1. Scope of Services. Information Resource for the Oil and Gas Industry ("Services"), which
are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for five (5) year(s), beginning December 31,
2024 ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,
for up to zero (0) one-year renewal option(s) (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed Two Hundred Thirty
Thousand, Six Hundred and Sixty Seven Dollars and no cents ($230,667.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. 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 this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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4.3 Duties and Obliaations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. 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. In the event there is a request for information marked Confidential or Proprietary,
City will 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
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provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANYRESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will 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 will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect 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 City for infringement arising under this Agreement, City
will 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 will fully participate and cooperate with 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
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all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation 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 will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): I❑ Applicable ] N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) 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.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
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ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives; or (2) received by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
III�i 4161k1d
To DrillingInfo Enverus:
City of Fort Worth DrillingInfo Enverus
Attn: Lease Management 2901 Via Fortuna Building 6
Property Management Department Suite 100
200 Texas Street Austin, Texas 78746
Fort Worth, TX 76102-6314 Attn. Shawn Shillington
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will 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 pursuant to this
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Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
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Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority 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. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the 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" has the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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
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verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. To the extent that Chapter 2276 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.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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 Vendor 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. 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 entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
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City:
Vendor:
Dghq BuMdoff
Dana Burghdoff (Jan 025 16:52 CST)
Signed by:
Name:
Dana Burghdoff
Name:
Shawn M. Shillington
Title:
Assistant City Manager
Title:
General Counsel
Jan 2, 2025
12/18/2024
Date:
Date:
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By.
Name: 0 Marilyn Marvin
Title: Director
Property Management Department
Approved as to Form and Legality
candkc& PA4e ','
By: Candace Pagliara (Deck, 2024 07:26 CST)
Name: Candace Pagliara
Title: Assistant City Attorney
Contract Authorization:
M&C: 24-1096
Form 1295: 2024-1232979
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Mark Bro n (Dec 19, 2024 09:48 CST)
By:
Name: Mark Brown
Title: Lease Manager
Property Management Department
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
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EXHIBIT A
SCOPE OF SERVICES
Five (5) year subscription for Drillinginfo to provide comprehensive information resource that
provides regulatory data, energy analytics, gas well, land and leasing information from the oil and
gas industry to support the management of the City of Fort Worth mineral management program.
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EXHIBIT B
PAYMENT SCHEDULE
Year
12/31 /2024 to 12/30/2025
12/ 1 /2025 to 12/30/202
12/ 1 /2026 to 12/30/2027
12/31 /2027 to 12/31 /2028
12/31 /2028 to 12181 /2029
Total
Amount
$47,745.00
$43,832.00
$46,024.00
$48,325.00
$50,741.00
$230,667.00
Vendor Services Agreement, Drillingtnfo Enverus Page 12 of 12
MkC Review
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A CITY COUNCIL AGEND
Create New From This M&C
DATE: 12/10/2024 REFERENCE **M&C 24-
N O.: 1096
LOG NAME:
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORT NORTH
"111v
21ENVERUS DRILLING INFO
FIVE YEAR SUBSCRIPTION
NO
SUBJECT: (ALL) Authorize Execution of a Sole Source Agreement with Enverus Incorporated for
a Five (5) Year Subscription for Drillinginfo to Provide Data and Analytics from the Oil and
Gas Industry to Support Management of the City of Fort Worth Mineral
Management Program
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Sole Source Agreement with
Enverus Incorporated for a five (5) year subscription for Drillinginfo to provide data and analytics
from the oil and gas industry to support the management of the City of Fort Worth mineral
management program.
Enverus Drillinginfo (Drillinginfo) is a comprehensive information resource that provides regulatory
data, energy analytics, gas well, land and leasing information from the oil and gas industry.
Since 2012, The City of Fort Worth (City) has used Drillinginfo to effectively manage the
comprehensive mineral management program and provide essential data to determine accuracy
of gas lease royalty payments from gas lease operators.
The Property Management Department (PMD) currently manages the mineral management program
and the current Drillinginfo subscription expires December 30, 2024.
PMD and Drillinginfo have agreed to renew the subscription for five (5) years, effective December 31,
2024 and expiring December 30, 2029 at the following subscription rates:
Year
Amount
12/31/2024 to 12/30/2025
$47,745.00
12/31/2025 to 12/30/2026
$43,832.00
12/31/2026 to 12/30/2027
$46,024.00
12/31 /2027 to 12/31 /2028
$48, 325.00
12/31/2028 to 12/31/2029
$50,741.00
Total
$230,667.00
Funding is budgeted in the Other Contractual Services account within the General Fund for the
Property Management Department.
This Mayor and Council Communication requests authorization to enter into a sole source five (5) year
subscription agreement with Enverus Drillinginfo from December 31, 2024 to December 30, 2029.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
previously appropriated, in the General Fund to support the approval of the above
recommendation and award of the contract. Prior to any expenditure being incurred, the Property
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32802&councildate=12/10/2024 12/11/2024
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Management Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget I Reference # Amount
ID ID Year (Chartfield 2)
FROM
TFund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
Dana Burghdoff (8018)
Marilyn Marvin (7708)
Ricardo Salazar (8379)
Mark Brown (5197)
ATTACHMENTS
Approved Chapter 252 Exemption Form 11.19.24.Ddf (CFW Internal)
Citv of Fort Worth -Dec 2024 Order form and existing Dec 2020 terms - IncomDlete.r)df (Public)
FID Table for Drilling Info..Ddf (CFW Internal)
Form 1295 Certificate 101285083 - signed.Ddf (CFW Internal)
Funds availabilitv.Ddf (CFW Internal)
Request for Waiver of Business Eauity Goal.Ddf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32802&councildate=12/10/2024 12/11/2024