HomeMy WebLinkAboutContract 63582-NA1Network Access Agreement Page 1 of 4
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 with its principal location at 100 Fort Worth
Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Integrative Emergency
Services Physician Group, P.A. (“Vendor”) with its principal location at 4835 Lyndon B Johnson Fwy,
Suite 900, Dallas, Texas 75244.
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City’s network in order to provide services as
described in City Secretary Contract No. 63582, which includes providing personnel to support the
operations of professional services as requested by the City. In order to provide the necessary support,
Vendor needs access to various City systems as it pertains to the services agreed upon in the aforementioned
City Secretary Contract.
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 provided services as described in City Sectary Contract No.
63582. 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. 63582. (“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”)
Services are being provided without a City Secretary Contract at no cost to the City
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
Network Access Agreement Page 2 of 4
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City’s Network.
7. Information Security. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City’s Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE
AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE,
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.Confidential Information. Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall
notify the City immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this
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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 Majeure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions
by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
[Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED
AND AGREED:]
City:
BY: D�o (Jul 28, 2025 15:59:59 CDT} Name: Dianna Giordano
Title: Assistant City Manager
Date: 07/28/2025
Integrative Emergency Services Physician
Group, P.A.
� By:
Name: �&./
Title: � �
Date: 1(-t.,211-£
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
By: M Kevi11 A11de;,-s, II M. Kevin Anders, II (Jul 28, 202515:38:03 COD
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: 25-0354
Approval Date: 04/22/2025
Form 1295: 2025-1282885
Network Access Agreement
Contract Compliance Manager:
By signing I aclmowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
B r�;, � y : Cyn jD .. IM> 2025 14:25:38 CDT) Name: Cynthia Tyree
Title: Assistant Director -IT Finance
City Secretary:
By: r="�
Name: Jannette Goodall
Title: City Secretary
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CITY COUNCIL AGENDA
Create New From This M8�C
DATE:
CODE:
4/22/2025 REFERENCE
N O..
C TYPE:
F�RT�'�ORTI�
-�~-
**M&C 25- 14EMPLOYMENT
0354 LOG NAME: AGREEMENT EMS MEDICAL
DIRECTOR
PUBLIC
CONSENT HEARING: NO
SUBJECT: (ALL) Authorize Execution of an Employment Agreement with Dr. Jeffrey Jarvis for
Employment as the City of Fort Worth Emergency Medical Services Medical Director with
an Initial 10-Year Term and in the Amount of $270,000.00 Annually and Authorize
Execution of Vendor Service Agreements with the University of Texas Southwestern
Medical Center and Integrated Emergency Services Physician Group, P.A. to Provide the
City with the Services of Associate Medical Directors for the Office of Medical Director in
an Annual Amount Not to Exceed $102,000.00 for the Initial Term and $440,000.00 for any
Renewal Term, Collectively
RECOMMENDATION:
It is recommended that City Council:
1. Authorize execution of an employment agreement with Dr. Jeffrey ]arvis to hire Dr. ]arvis as
an employee of the City of Fort Worth and the City of Fort Worth Emergency Medical
Services Medical Director, and department head over the City of Fort Worth Office of Medical
Director, in the amount of $270,000.00 annually; and
2. Authorize execution of vendor services agreements with the University of Texas
Southwestern Medical Center and Integrated Emergency Services Physician Group, P.A. to
provide the City with the services of associate medical directors, as independent contractors,
to assist the City's Emergency Medical Services Medical Director and the Office of Medical
Director in an amount not to exceed $102,000.00 for the Initial Term and $440,000.00 for
any renewal term, collectively.
DISCUSSION:
In 1988, the City of Fort Worth (City) and certain other local jurisdictions came together to create a
regional ambulance and emergency medical services (EMS) agency known as the Area Metropolitan
Ambulance Authority, d/b/a Medstar, (the Authority) through the adoption of a uniform EMS ordinance
and interlocal cooperative agreement under the provisions of Section 773.051 of the Texas Health and
Safety Code and pursuant to Ordinance Number 10094. Known as the Metropolitan Area EMS
Authority and operating under the trade name MedStar Mobile Healthcare, the Authority operated
under the Restated and Amended Interlocal Cooperative Agreement executed in 2020 (Fort Worth City
Secretary Contract No. 54348; hereinafter, the Agreement) and an updated uniform EMS ordinance.
The Agreement provided that the Authority would continue in existence until all units of governments
that are party to the Agreement (the Member Cities) withdraw from the Agreement.
The Member Cities have, pursuant to the Memorandum of Understanding and Agreement (MOUA)
executed by each Member City (Fort Worth City Secretary Contract No. 62555) agreed to: withdraw
from and terminate the Agreement; dissolve the Authority; and designate the City as the licensed EMS
Provider for the Member Cities' jurisdictions. Pursuant to the MOUA, the Authority will continue to
exist, operate and serve as the EMS Provider for the Member Cities in a transitional capacity until at
least July 1, 2025 (the Transition Period) under the management and control of the City.
It remains in the best interests of the public health and welfare of the people of the Member Cities'
jurisdictions to have available to them a regulated EMS System with an exclusively contracted EMS
Provider. Therefore, the City has established an EMS division through the City of Fort Worth Fire
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Department to operate a new EMS System and provide services to the people of the jurisdictions who
execute an EMS Interlocal Agreement with the City, each a"Client City."
The Texas Administrative Code, Title 25, Part 1, Chapter 157, and specifically § 157.11(c)(6)(L),
requires the City, as the applying entity for its EMS Provider license, to provide a copy of a signed
contract or agreement with a physician who is currently licensed in the state of Texas to be employed
as its Medical Director. As a result, a formal, written, agreement for the City's EMS Medical Director is
required.
The purpose of this Mayor and Council Communication (M&C), in part, is to authorize the City to
engage Dr. Jeffrey Jarvis as a City of Fort Worth employee and to authorize execution of the
employment agreement. Dr. Jarvis is a physician who is licensed in Texas and board certified in
emergency medicine and currently serves as the Chief Medical Officer and Medical Director for the
Authority. Dr. Jarvis has agreed to serve as the Chief Medical Officer and Medical Director for the
City's EMS system (the Medical Director). Additionally, by and through Ordinance No. 27372-12-2024,
adopted by the City Council on December 10, 2024, the City established a new department, the
Department of Office of the Medical Director (OMD), which shall be responsible for serving as the
clinical office through which the Medical Director carries out his rights, duties, and obligations under
the City's Uniform EMS Ordinance and the City's EMS Interlocal Agreements.
Dr. Jarvis, as the Medical Director, will be the head of the OMD and subject to the authority of the City
of Fort Worth City Council and the City of Fort Worth City Manager and Assistant City Managers. The
Medical Director is charged with providing medical direction and oversight, consultation, training,
education, clinical quality assurance and improvement for the EMS System and participating First
Responder Organizations and all duties required of EMS Medical Directors by the State of Texas and
the City's EMS interlocal Agreements with Client City's. The Medical Director must also participate in
the City's EMS advisory boards, known as the Medical Control Advisory Board and the EMS Advisory
Board. In addition to the requirements of general city employees and the City's personnel rules and
regulations, Dr. Jarvis' employment agreement (the Employment Agreement) requires that he maintain
his Texas medical license and board certification in emergency medicine and any other occupational
licenses as may be required of an EMS System medical director for the duration of his employment
with the City.
The Employment Agreement will be effective on July 1, 2025 with an initial term of 10 years.
Thereafter, the Employment Agreement will automatically renew from year to year unless either the
City or Dr. Jarvis provides 90 days' written notice of non-renewal or termination. Dr. Jarvis'
employment is at will and can be terminated by either the City or Dr. Jarvis for any reason or no
reason. Compensation for the Medical Director position includes a fixed annual gross salary of
$270,000.00, subject to deductions and withholding mandated by law, payable every two weeks as bi-
weekly payments and in accordance with the City's required payroll practices and procedures. The
Employment Agreement includes benefits typical of general employees and pursuant to Chapter 6 of
the City's Personnel Rules and Regulations. As part of the total compensation, the Medical Director
will receive a vehicle allowance in the amount of $3,600 annually.
With the approval of this M&C, the City Council will also authorize the City to execute vendor services
agreements with the University of Texas Southwestern Medical Center (UTSV� and Integrated
Emergency Services Physician Group, P.A. (IES) to provide the City with the services of specific
associate medical directors to assist the Medical Director and the OMD. IES and UTSW will appoint
Angela Cornelius, M.D. and Brian Miller, M.D., respectively, to serve as independent contractors and
Associate Medical Directors of the City and its EMS System (Associate Medical Directors). The
Associate Medical Directors will, at all times, exercise their own independent professional judgment in
matters related to medical care and remain employees of UTSW and IES, respectively. The Associate
Medical Directors will act as independent contractors with respect to the City and will not be an
employee of the City. The Medical Director is charged with administering the Associate Medical
Director agreements and reviewing each Associate Medical Director's performance.
The Associate Medical Directors are charged with assisting the Medical Director in providing medical
direction, consultation, training, and oversight for all clinical aspects of the EMS System and the First
Responder Organizations in the EMS System, all of which requires physician expertise in emergency
medicine and emergency medical services.
The initial term of the Associate Medical Director Agreements will be for three months, beginning July
1, 2025 and ending September 30, 2025. The initial three-month term enables the Associate Medical
Director Agreements to start before the City's fiscal year and align the renewal terms of the Associate
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Medical Director Agreements with the City's fiscal year. After the initial term, the Associate Medical
Director Agreements will automatically renew for successive one-year renewal terms (each a
"Renewal Term"), with the first Renewal Term beginning October 1, 2025 and ending September 30,
2026, unless terminated earlier in accordance with the terms of the Associate Medical Director
Agreements. The City will pay IES and UTSW for the services of each Associate Medical Director an
amount not to exceed $102,000.00 collectively for the initial term. Thereafter, the City will pay IES and
UTSW an annual amount not exceed $440,000.00, collectively, for any single renewal term. Each
Associate Medical Director may be provided with access to City vehicles for the performance of the
services as required by the agreements. The City will provide coverage for losses arising out of the
use of a City-owned vehicle only while conducting City business and has agreed to procure an auto
liability policy for the vehicles.
The Associate Medical Director and Medical Director Agreements are awarded pursuant to Section
2254.008 of the Texas Government Code and are exempt from competitive bidding.
Upon the transition of EMS to the City of Fort Worth, funding will be available in the Emergency
Medical Services Fund for the Fire Department.
A Form 1295 is not required for a contract with Dr. Jarvis because it is an employment agreement with
an individual, and a Form 1295 is not required for a contract with UTSW because it is with a
governmental entity, state agency or public institution of higher education. A Form 1295 for IES has
been attached to this M&C.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations and adoption of the
Fiscal Year 2025 Budget for Emergency Medical Services by the City Council, funds will be available
in the current operating budget, as appropriated, in the Emergency Medical Services Fund. Prior to
an expenditure being incurred, the Fire Department has the responsibility to validate the availability of
funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
IES - 1295.pdf (CFW Internal)
Dianna Giordano (7783)
Dianna Giordano (7783)
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