HomeMy WebLinkAboutContract 63586CSC No. 63586
CITY OF FORT WORTH
ASSIGNMENT
WHEREAS, the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor")
and The University of Texas Southwestern Medical Center ("UTSW") entered into a Collaborative
Research and Data Use Agreement, dated effective August 15, 2023 (the "Agreement") concerning
the sharing of clinical data for research purposes;
WHEREAS, Assignor, the City of Fort Worth ("Assignee"), and UTSW have agreed to arnend
the AGREEMENT as set forth herein; and
WHEREAS, Assignor desires to assign, and Assignee desires to assume, the Agreement, as
amended (collectively, the "Contract"), with the consent of UTSW;
NOW, THEREFORE, Assignor, Assignee, and UTSW agree as follows:
I. AMENDMENT
The Agreement is hereby amended as follows:
Section G. 2, under "INDEMNITY" is hereby amended to read as follows
"The City of Fort Worth shall, to the extent authorized under the Constitution and laws of
the State of Texas, indemnify and hold UTSW harmless from liability resulting from the
negligent acts or omissions of the City of Fort Worth, its agents or employees pertaining
to the activities to be carried out pursuant to the obligations of this Agreement; provided,
however, that the City of Fort Worth shall not hold UTSW harmless from claims arising
out of the negligence or willful malfeasance of UTSW, its officers, agents, or employees,
or any person or entity not subject to the City of Fort Worth supervision or control. The
above notwithstanding, in no event shall this paragraph be construed so as to require the
City of Fort Worth to establish a sinking fund."
Section K., entitled "Notices" is hereby amended to replace the information referring to Assignor
with information relevant to Assignee, as follows:
100 Fort Worth Trail
Fort Worth, Texas 76102
With copy to City Attorney's Office
The Agreement is further amended such that all references to MedStar shall refer to the City of
Fort Worth.
All other terms of the Agreement remain in full force and effect.
OFFICIAL RECORD
II. ASSIGNMENT CITY SECRETARY
FT. WORTH, TX
Assignment Page r ors
Assignor hereby assigns to Assignee all of its rights, duties, and obligations under the
Contract, between Assignor and UTSW. Assignee agrees to assume and perform all duties and
obligations required of Assignor under the terms of the Contract, as amended.
This Assignment constitutes the entire agreement between Assignor and Assignee with
respect to the subject matter hereof. No modification of any provision of this Assignment shall be
effective unless in writing and signed by Assignor and Assignee. This Assignment shall inure to
the benefit of and be binding upon Assignor and Assignee and their respective successors and
assigns. This Assignment shall be governed by the laws of the State of Texas, without application
of principles of conflicts of law.
This Assignment may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Signed
signature pages may be transmitted by facsimile or e-mail, and any such signature shall have the
same legal effect as an original.
Dated the day of N 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcle'_
(Assignor)
By:
Print: Frank G
Title: Interim Chief Executive Officer
Assignment Page 2 of's
City of Fort Worth (Assignee):
✓ems WCIIA -
By: Valerie Washington (Jul 1, 2025 10:26 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date:
07/01/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Jeffrey Jarvis
Title: EMS Chief Medical Officer
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
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:
Name: Dwayne Howerton
Title: AD Office of Medical Director
City Secretary:
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Y:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Page 3 of 5
NOTARY ACKNOWLEDGEMENT
On the day of "Oro t 2025, personally appeared
P"6ee5 i , who acknowledged to me that (s)he is the Interim Chief Executive Officer
of Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), and that (s)he
executed this document for the purposes and consideration contained herein. z?
Metropolitan Area EMS Au o ' db
Healthcare
By: G
Print: Frank Gresham
Title: Interim Chief Executive Officer
SUBSCRIBED TO before me on this &N ' day of 0,2j l e , 2025.
RU MONICACZ
Notary Public in and or th(OState of -Q
My Notary 10 # 126504816 My commission Expires:
�•F of �i*,.: ` Expires May 20, 2028
Assignment Page 4 of 5
CONSENT TO ASSIGNMENT
The University of Texas Southwestern Medical Center hereby consents to the assignment
of the Collaborative Research and Data Use Agreement, dated effective August 15, 2023, as
amended by the Amendment executed concurrently herewith (collectively, the "Agreement"),
between The University of Texas Southwestern Medical Center and the Metropolitan Area EMS
Authority dba MedStar Mobile Healthcare ("Assignor") to the City of Fort Worth ("Assignee").
The University of Texas Southwestern Medical Center acknowledges and agrees that Assignee
shall assume all rights, duties, and obligations of Assignor under the Agreement, as amended,
provided that Assignee complies with all terms of the Agreement.
The University of Texas Southwestern Medical Center
D,ocQuS'i Igned fby:
•' wrlcwt� r "�G�A' �S
By^ - 4r41�aao�aooavr�
Name: Mean Marks
Title: AVP S onsored Programs Administration
Date: 6, 3. 0Y5
Assignment Ngc 5 0r5
DocuSign Envelope ID: 51A60642-EE25-4BCB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
COLLABORATIVE RESEARCH AND DATA USE AGREEMENT
University of Texas Southwestern Medical Center
Metropolitan Area EMS Authority
THIS Collaborative Research and Data Use Agreement ("Agreement") is made and
entered into this, the 15th day of August, 2023 ("Effective Date") by and between the
METROPOLITAN AREA EMS AUTHORITY D/B/A MEDSTAR MOBILE HEALTHCARE,
an interlocal government agency under Tex. Government Code Chapter 791 (hereinafter called
"MedStar") located at 2900 Alta Mere Drive, Fort Worth, Texas, 76116, and THE UNIVERSITY
OF TEXAS SOUTHWESTERN MEDICAL CENTER, a state institution of higher education
established under the laws of the State of Texas as a component of The University of Texas System
("System") located at 5323 Harry Hines Boulevard, Dallas, Texas 75390-9141 (hereinafter called
"UTSW") (each a "Party" and collectively the "Parties").
Recitals:
WHEREAS, UTSW is a healthcare provider and an academic institution that conducts
research in the course of educating providers, informing health care policies, and improving patient
outcomes; and
WHEREAS, MedStar is a healthcare provider engaged in emergency medical set -vices,
mobile integrated healthcare, and related programs, and collects and generates data in the course of
such programs for quality assurance and industry advancement;
WHEREAS, UTSW has personnel and resources available to analyze data collected
and generated by MedStar, with the goal of enhancing the programs of both UTSW and MedStar;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, UTSW and MedStar agree as follows:
A. PURPOSE AND SCOPE.
Medstar will provide UTSW with clinical data (including PHI —direct and
indirect identifiers), described in Exhibit A ("Data"). This Agreement and the
resulting transfer of Data constitute a license to use Data solely for UT
Southwestern's internal research use for the research set forth in Exhibit A (the
"Research"). UT Southwestern agrees that Data will not be used for any other
purpose. For clarity, UTSW researchers shall be given access to MedStar's source
data, records, or computer systems under this Agreement.
2. UTSW will use reasonable efforts to conduct the Research and will furnish the
facilities necessary to carry out the Research. The Research will be under the
direction of Dr. Betty Yang, or her successor, as mutually agreed to by the Parties
(the "UTSW Investigator") and will be conducted by the UTSW Investigator at
UTSW.
Docusign Envelope ID: 51A60642-EE25-4BCB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
3. Medstar understands that UT Southwestern's mission is advancement of
knowledge, education, and patient care and, consequently, the Research will be
designed to carry out that mission. The manner of perfoalnance of the Research
shall be determined solely by the UTSW Investigator. UTSW does not guarantee
specific results.
4. The term of this Agreement shall commence on the Effective Date and shall
terminate three years thereafter, unless sooner terminated in accordance with
the provisions of this Agreement ("Term"). The Parties shall have the option
to negotiate an extension of the Term under mutually agreeable terms.
5. At the conclusion of the Term, UTSW Investigator shall provide Medstar with a
comprehensive final report ("Final Report") which shall include the findings and
conclusions directly arising from the use of the Data in the performance of the
Research during the Term of the Agreement (the "Results"). Prior to the date of
first publication by UTSW or UTSW Investigator, Medstar may only use the
Results for internal research purposes. Results are proprietary to UTSW.
C. DATA PROTECTION; PRIVACY; CONFIDENTIAL INFORMATION.
1. The Parties recognize that this Agreement is subject to, and they agree to comply
with, applicable local, state and federal statutes, rules and regulations. Without
limiting the foregoing, the Parties understand and agree, as Covered Entities, that
this Agreement is subject to the HIPPA Act of 1996, the administrative
regulations and/or guidance which have been issued or may in the future be issued
pursuant to HIPAA, including but not limited to the Department of Health and
Human Services regulations on privacy, security and breach notification, the
Health Information Technology for Economic and Clinical Health Act, Texas
state laws pertaining to medical privacy and other applicable federal or state
privacy or security statutes, rules or regulations (collectively, "Privacy Laws").
Any provisions of applicable statutes, rules or regulations, including the Privacy
Laws, that invalidate any term of this Agreement, that are inconsistent with any
term of this Agreement or that would cause one or more of the Parties hereto to
be in violation of law shall be deemed to have superseded the terms of this
Agreement; provided, however, that the Parties shall use their best efforts to
accommodate the terms and intent of this Agreement to the greatest extent
possible consistent with the requirements of applicable statutes, rules and
regulations, and negotiate in good faith toward amendment of this Agreement in
such respect.
2. Each Party agrees to keep and maintain the confidentiality and security of any
and all data and records exchanged under this Agreement as may be required by
federal, state, and local governmental agencies, and as required by applicable
federal, state, and local laws, rules, and regulations. The Parties are "Covered
Entities" subject to: (1) the Health Insurance Portability and Accountability Act of
1996, as amended ("HIPAA"), along with any administrative regulations and/or
guidance which has been issued, or may in the future be issued, pursuant to
DocuSign Envelope ID: 51A60642-EE25-48CB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
HIPAA, including, but not limited to the Department of Health and Human
Set -vices regulations on privacy and security, and Texas state laws pertaining to
medical privacy (collectively, "Privacy and Security Laws"), and (2) the
requirements of the Health Information Technology for Economic and Clinical
Health Act ("the HITECH Act").
3. The Privacy and Security Laws require Covered Entities to ensure that
business associates who receive, access, store, or transmit confidential
information in the course of providing services on behalf of the Covered Entity
comply with the same obligations regarding the confidentiality, integrity, and
availability of health information as defined in the Privacy and Security Laws.
Accordingly, the parties agree to comply with those regulations as they may
apply in the course of exchanging data hereunder and agree to obtain the
written consent of the other Party before providing the other Party's data
to any business associate.
4. The parties agree to negotiate in good faith and to execute any amendment to
this Agreement that may be required for the terms of this Agreement to comply
with applicable Privacy and Security Laws and/or the HITECH Act. In the
event the parties are unable to agree on the terms of an amendment to this
Agreement pursuant to this paragraph within sixty (60) days of the date the
amendment request is delivered by one party to the other party, this Agreement
may be terminated by either- party upon written notice to the other party.
5. Other Confidential Information:
a. "Confidential Information" means any and all non-public,
confidential proprietary information, and such other confidential
information of or relating to a party furnished by the party and/or its
personnel under this Agreement ("Disclosing Party") on a confidential basis
to the other party ("Receiving Party"). For clarity, Protected Health
Information ("PHI"), while confidential, is addressed above in sections C.1
and C.2.
b. Notwithstanding anything in this Agreement to the contrary,
Confidential Information will not include information which: (1) at or prior
to the time of disclosure by the Disclosing Party was known to or
independently developed by the Receiving Party, except to the extent
unlawfully appropriated by the Receiving Party or third party; (2) at or
after the time of disclosure by the Disclosing Party becomes generally
available to the public through no wrongful or negligent act or omission
on the Receiving Party's part; or (3) the Receiving Party receives from
a third party free to make such disclosure without breach of any legal
obligation.
c. During the Term of this Agreement and for a period of five (5) years from the
expiration or earlier termination thereof, each party agrees not to reveal
or disclose any Confidential Information of the Disclosing Party for
any purpose to any third party, or to use any Confidential Information for
DocuSign Envelope ID: 51A60642-EE25-46CB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
any purpose other than as contemplated in, or otherwise necessary in
connection with the Receiving Party's performance of the obligations
described under this Agreement during the Term without the prior written
consent of the Disclosing Party. A party may disclose Confidential
Information to the extent such Confidential
Information is required to be disclosed by law, by any governmental or other
regulatory authority or by a court or other authority of competent
jurisdiction, provided that, to the extent it is legally permitted to do so,
the Disclosing Party gives the Receiving Party reasonable notice of such
disclosure and, where notice of disclosure is not prohibited and is given in
accordance with this Article, it takes into account the reasonable requests of
the other Party in relation to the content of such disclosure. Each
Party agrees to treat Confidential Information disclosed to it by the other
with the same degree of care as the Receiving Party uses in protecting its
own confidential and proprietary information, but in no event less than a
reasonable care.
D. APPLICABLE LAWS, RULES, AND REGULATIONS. This Agreement is entered
into subject to and controlled by all applicable laws, rules, and regulations of the State of
Texas and the Government of the United States of America. Each party shall, during the
course of performance of this Agreement, comply with all applicable city codes and
ordinances, as amended, and all applicable State and Federal laws, orders, rules and
regulations, as amended.
E. INDEPENDENT CONTRACTOR RELATIONSHIP. It is expressly agreed and
stipulated by and between the Parties hereto that MedStar and UTSW are independent
contractors, and that each Party shall not be deemed or construed to be an agent, servant, or
employee of the other Party or of any affiliate or subsidiary of such Party within the meaning
of the Worker's Compensation Act of the State of Texas, any other statute, or under the
common law of the State of Texas. Further, this Agreement does not create a partnership,
joint venture, or joint enterprise by or between MedStar and UTSW. Neither Party will bind
nor attempt to bind the other Party to any agreement or contract.
F. PARTIES' COMPLIANCE WITH FEDERAL AND/OR STATE PROGRAMS. The
Parties represent to one another that to the best of their knowledge, as of the date of this
Agreement, such Party and all of its employees participating in the performance of this
Agreement, have not: (1) been listed by any federal or state agency as excluded, debarred,
proposed for debarment, suspended, voluntarily excluded, or been otherwise deemed
ineligible from participating in (i) the award of contracts from the United States federal
government procurement or nonprocurement programs or are listed in the List of Parties
Excluded from Federal Procurement or Nonprocuremcnt Programs
(httDS://www.sam�c�_v_/) issued by the U.S. General Services Administration, or (ii)
participating in federal and/or state programs; or, (2) been convicted of any crime relating
to any federal and/or state program.
1. Each Party further agrees to notify the other Party in writing if, at any time, such
Party learns that the representations above in this paragraph F above were erroneous
when submitted, or if such Party or any employee related to the performance of
this Agreement is listed by a federal or state agency as excluded, debarred, proposed
for debarment, suspended, voluntarily excluded, or otherwise ineligible to participate
Docusign Envelope ID: 51A60642-EE25-4BC6-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
in the programs in Section I I.A.(1) above, or if such. Party or any employees of
such Party related to the performance of this Agreement is convicted of any crime
relating to any such program. These representations are material representations of
fact upon which reliance will be placed when the Parties execute the Agreement.
If it is later determined that any Party knowingly rendered an erroneous
representation, then in addition to the other remedies available to the other Party,
the other Party may terminate this Agreement immediately for default.
G. INDEMNITY.
UTSW shall, to the extent authorized under the Constitution and laws of the State of
Texas, indemnify and hold MedStar harmless from liability resulting from the
negligent acts or omissions of UTSW, its agents or employees pertaining to the
activities to be carried out pursuant to the obligations of this Agreement; provided,
however, that UTSW shall not hold MedStar harmless from claims arising out of the
negligence or willful malfeasance of MedStar, its officers, agents, or employees, or
any person or entity not subject to UTSW's supervision or control.
2. MedStar shall indemnify and hold System, Institution, their Regents, officers, agents
and employees harmless from any liability or loss resulting from judgments or claims
against them arising out of the activities to be carried out pursuant to the obligations
of this Agreement, including but not limited to the use by MedStar of the Results;
provided, however, that the following is excluded from MedStar's obligation to
indemnify and hold harmless:
a, the negligent failure of UTSW to substantially comply with any applicable
governmental requirements; or
b. the negligence or willful malfeasance by a Regent, officer, agent, or
employee of UTSW or System.
IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF UTSW
AND MEDSTAR (OR ANY OF EITHER PARTY'S EMPLOYEES, AGENTS,
SERVANTS OR CONTRACTORS), LIABILITY, RESPONSIBILITY AND
INDEMNITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT,
HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO
ANY PARTY AND WITHOUT WAIVING ANY DEFENSE AVAILABLE TO
SUCH PARTY UNDER THE LAWS OF THE STATE OF TEXAS. THE
PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE CONTRACTORS AND
ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY THIRD PERSON OR ENTITY,
4. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO
ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT
WHICH ANY INDEMNITEE HAS BY LAW OR BY EQUITY. ALL PARTIES
WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN
EXPENSE.
H. TERMINATION. Either Party may, at its option and without prejudice to any other
remedy available at law, in equity or elsewhere under this Agreement, terminate further work
Docusign Envelope ID: 5IA60642-EE25-4BCB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
under this Agreement, in whole or in part, for cause or for the convenience of either Party,
by giving at least thirty (30) days advance written notice of termination to the other Party,
with the understanding that all performance being terminated shall cease as of a date to be
specified in the notice. Neither Party shall be entitled to lost or anticipated profits or any
other special damages should the other Party choose to exercise its option to terminate.
Neither party shall be required to return or destroy deidentified data or research regarding
the same to the other Party.
1. CONFLICT OF INTEREST AND ETHICS MATTERS. MedStar and its employees,
agents, representatives and subcontractors have read and understand UTSW's Conflicts of
Interest Policy and UTSW's Standards of Conduct Guide (which can be obtained from
UTSW's Purchasing Department), and applicable state ethics laws and rules available at
www.utsystein.edu/oizc/ethics. Neither MedStar nor its employees, agents,
representatives, or subcontractors will assist or cause UTSW employees to violate UTSW's
Conflicts of Interest Policy, provisions described by UTSW's Standards of Conduct Guide,
or applicable state ethics laws or rules. MedStar represents and warrants that no member of
the MedStar Board has a direct or indirect financial interest in the transaction that is the
subject of this Agreement.
J. NOTICE OF CONTRACT CLAIM. Notwithstanding the foregoing, and to the extent that
Chapter 2260, Texas Government Code, is applicable to the Agreement and is not
preempted by other applicable law, the dispute resolution process provided for in Chapter
2260 and the related rules adopted by the Texas Attorney General pursuant to Chapter
2260, will be used by UTSW and MedStar to attempt to resolve any claim for breach of
contract made by MedStar that cannot be resolved in the ordinary course of business. The
chief business officer of UTSW will examine MedStar's claim and any counterclaim and
negotiate with MedStar in an effort to resolve such claims. The Parties specifically agree
that (i) neither the execution of the Agreement by UTSW nor any other conduct, action or
inaction of any representative of UTSW relating to the Agreement constitutes or is intended
to constitute a waiver of UTSW's or the state's sovereign immunity to suit; and (ii) UTSW
has not waived its right to seek redress in the courts.
K. NOTICES. Any notice, payment, statement, or demand required or permitted to be given
under this Agreement by either party to the other may be effected by personal delivery, in
writing, or by mail, postage prepaid. Mailed notices shall be addressed to the parties at the
addresses appearing below, but each party may change its address by written notice in
accordance with this section. Mailed notices shall be deemed communicated as of three (3)
days after availing.
If intended for MedStar. to:
MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth, TX 76116
Attn: Chief Executive Officer
With copy to:
MedStar Mobile Healthcare
2900 Alta Mere Drive
Fort Worth, TX 76116
DocuSign Envelope ID: 51A60642-EE25-48CB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
Attn: General Counsel
If intended for UTSW, to:
The University of Texas Southwestern Medical Center
5323 Harry Hines Boulevard
Dallas, Texas 75390-9141
Attn: Office for Technology Development
With copy to:
The University of Texas Southwestern Medical Center
5323 Harry Hines Boulevard
Dallas, Texas 75390-9141
Attn: Cooperative Research
M. ASSIGNMENT. Neither Party shall sell, assign, transfer or convey this Agreement, in
whole or in part, without the prior written consent of the other Party, and any attempt to do
so will not be binding on the other Party. As an express condition of consent by either Party
to any assignment, transfer, or conveyance of this Agreement by the other Party, the other
Party shall remain liable for duties, responsibilities, and liabilities arising under the terms
and conditions of this Agreement in the event of default by the successor contractor or
assignee. This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and their assigns, except as otherwise provided in this
Agreement.
N. VENUE. The obligations of the Parties to this Agreement shall be performable in Tarrant
County, Texas, and if legal action is necessary in connection with or to enforce rights under
this Agreement, exclusive venue shall lie in Tarrant County, Texas.
O. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas, without regard to conflict of law or
choice of law principles of Texas or of any other state.
P. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision of
this Agreement, and this Agreement shall be considered as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement.
Q. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument. If
this Agreement is executed in counterparts, then it shall become fully executed only as of
the execution of the last such counterpart called for by the terms of this Agreement to be
executed.
R. WAIVER. No delay or omission in exercising any right accruing upon a default in
performance of this Agreement will impair any right or be construed to be a waiver of any
right. A waiver of any default under this Agreement will not be construed to be a waiver of
any subsequent default under this Agreement.
S. CAPTIONS. The captions to the various clauses of this Agreement are for informational
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purposes only and shall not alter the substance of the terms and conditions of this
Agreement.
T. SEVERABILITY. In case any provision of this Agreement will, for any reason, be held
invalid or enforceable in any respect, the invalidity or unenforceability will not affect any
other provision of this Agreement, and this Agreement will be construed as if the invalid or
unenforceable provision had not been included.
U. SURVIVAL OF PROVISIONS. No expiration or termination of this Agreement will
relieve either Party of any obligations under this Agreement that by their nature survive
expiration or termination, including paragraphs C, G, I, J, and K, and any subparts thereof
W. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS. This Agreement (with all
referenced exhibits, attachments, addenda, and provisions incorporated by reference)
embodies the entire agreement of both parties, superseding all oral or written previous and
contemporary agreements between the parties relating to matters set forth in this
Agreement. Except as otherwise provided elsewhere in this Agreement, this Agreement
cannot be modified without written supplemental agreement executed by both parties.
EXECUTED as of this, the 15th day of August, 2023, by MedStar and by UTSW, acting
through its duly authorized officials.
METROPOLITAN AREA EMS AUTHORITY
D/B/A MEDSTAR MOBILE HEALTHCARE:
DocuSigned by: Docusigned by:
BY�_ �t�pSbV� Approved by: b aY1titS1 ko
KennethJ` Simpson Jeffrey L. Jarvis, M.D.
Chief Executive Officer System Medical Director
UTSW: THE UNIVERSITY OF TEXAS SOUTHWESTERN MEDICAL CENTER
DocuSigned by:
BY �t,tx iSt, �,atn a t.S
enise��'ana�es
Assistant Vice President for Technology Commercialization & Operations
DocuSign Envelope ID: 5iA60642-EE25-4BCB-ACgA-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
COLLABORATIVE RESEARCH AND DATA USE
AGREEMENT University of Texas Southwestern
Meclical Center
Metropolitan Area EMS Authority
EXHIBIT A
EMS Data Study Proposal
UTSW Principal Researcher: Betty Yu -Ann Yang
Contact information: Phone:
Research:
Email: Bettv.Yang cr,UTSouthwestern.edu
Study Description
Out -of -hospital sudden cardiac arrest (SCA) is a common, inevitably fatal condition without intervention, with a
considerable knowledge gap in ventilation during resuscitation, largely due to difficulty measuring respiratory mechanics.
Leveraging a novel ventilation monitor, this project will assess how ventilation mechanics are provided during SCA and
explore how these ventilation parameters are associated with return of circulation.
Study Hvpothesis
Dr. Yang hypothesizes that tidal volumes and rates during CPR will be characterized by >25% outside of guideline -
directed "safe" parameters that can result in ineffective or injurious ventilation.
Study Obiectives
Describe ventilations delivered by EMS providers during out -of -hospital SCA using a novel ventilation monitor in an
observational study and evaluate their association with outcomes.
Expected dates of Study
August 2023 - August 2028
Data (to be made available to UTSW by MedStar):
Street Address
City, State, Zip Code, and County
EMS Agency ID
Age
Date of Birth
Race/Ethnicity
Medical History
Date of Arrest
Incident #
Fire/First Responder
Destination Hospital
Location Type
DocuSign Envelope ID: 51A60642-EE25-4BCB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
Arrest Witness Status
Presumed Cardiac Arrest Etiology
Resuscitation Attempted by 911 Responder
Who Initiated CPR
Type of Bystander CPR Provided
Were Dispatcher CPR Instructions Provided
Was an AED Applied Prior to EMS Arrival
Who First Applied the AED
Who First Defibrillated the Patient
Did 911 Responder Perform CPR
First Arrest Rhythm of Patient
Sustained ROSC
Was Hypothermia Care Provided in the Field
End of Event
When Did Sustained ROSC First Occur
Estimated time of arrest
Time of 1 st CPR
Time of 1st defibrillatory shock
Time of sustained ROSC
Time resuscitation terminated
Mechanical CPR device used
Advanced airway successfully placed in the field
Were drugs administered
Vascular access
12 lead
STEMI
ER Outcome
Was hypothermia care/TTM initiated or continued in the
hospital
Hospital Outcome
Discharge from the Hospital
Neurological Outcome at Discharge from Hospital
Why was hypothermia carelTTM not initiated or continued in the hospital
Date and Time of Discharge/Death
Was the final diagnosis acute myocardial infarction
Coronary Angiography performed
Was a cardiac stent placed
CABG performed
Was an ICD placed and/or scheduled
Time call received at dispatch center
Time First Responder dispatched
Time First Responder en route
Time First Responder arrived at scene
Time Ambulance dispatched
Time Ambulance en route
Time Ambulance arrived at scene
Time EMS arrived at patient side
Time Ambulance left scene
Time Ambulance arrived at ED
DocuSign Envelope ID: 51A60642-EE25-4BCB-AC9A-7FD6ED34CAC2
UTSW Contract # DUA202306-0093
Accepted by:
METROPOLITAN AREA EMS AUTHORITY
D/B/A MEDSTAR MOBILE HEALTHCARE:
Date: 8/16/202 3
13Y �iw,�Sbin
E9 E 114111
Kenneth �.Timpson
Chief Executive Officer
LDocuSigned hy;
Approved by:GrLSr av mot„rrey IJ. arvis, M.D.
System Medical Director