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HomeMy WebLinkAbout064472-NA1 - General - Contract - University of Texas Southwestern Medical CenterDocusign Envelope ID: 16DCEAA4-419C-8C47-8302-9EB0EE52104D OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC No. 64472-NA1 UTSW Contract ID #FY2026-MOU2-12965-NP 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 The University of Texas Southwestern Medical Center ("Vendor"), an agency and public institution of higher education established under the laws of the State of Texas with its principal location at 5323 Harry Hines Boulevard, Dallas, TX 75390. 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. 64472 (UTSW Contract ID FY2026-GME2-10132-NP), that certain Vendor Services Agreement effective as of December 16, 2025, which involves the vendor providing professional personnel to support City operations, as requested. 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 services as described in City Secretary Contract No. 64472. Such access is granted subject to the terms and conditions set 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. 64472. ("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 Vendor Network Access Agreement Rev. 1/31/17 Docusign Envelope ID: 16DCEAA4-419C-8C47-8302-9EB0EE52104D UTSW Contract ID #FY2026-MOU2-12965-NP its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 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 promptly 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 promptly 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. TO THE EXTENT AUTHORIZED BY THE CONSTITUION AND LAWS OF THE STATE OF TEXAS: 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 VENDOR MAY 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, VENDOR SHALL 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 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 for a period of three (3) years after receipt thereof 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 promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. The City acknowledges that Vendor strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with Network Access Agreement Page 2 of 5 Docusign Envelope ID: 16DCEAA4-419C-8C47-8302-9EB0EE52104D UTSW Contract ID #FY2026-MOU2-12965-NP respect to disclosure of public information under the Texas Public Information Act ("TPIA"), Chapter 552, Texas Government Code. Notwithstanding anything to the contrary set forth in this Agreement, Vendor's obligations pursuant to this Agreement shall not apply to any confidential information of the City which: (1) is or becomes publicly available or part of the public domain through no fault of Vendor or its representatives; (2) is specifically authorized in writing by the City to become publicly known; (3) is rightfully received from a third party authorized by the City to receive such information without restriction and without breach of this Agreement; (4) was already known to Vendor without restriction, prior to receipt from the City; (5) is required to be disclosed by law, rule, or regulation; or (6) is developed independently by Vendor or its representatives by personnel not having access to the City's confidential information. In the event that information is required to be disclosed pursuant to subsection (5), Vendor shall notify City to allow City to assert whatever exclusions or exemptions may be available to it under such law or regulation prior to any release of confidential information of the City. 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 reasonable access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have reasonable 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 Network Access Agreement Page 3 of 5 Docusign Envelope ID: 16DCEAA4-419C-8C47-8302-9EB0EE52104D UTSW Contract ID #FY2026-MOU2-12965-NP 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. 17. Limitations. THE PARTIES ARE AWARE THAT THERE ARE CONSTITUTIONAL AND STATUTORY LIMITATIONS ON THE AUTHORITY OF UT SOUTHWESTERN (A STATE AGENCY) TO ENTER INTO CERTAIN TERMS AND CONDITIONS THAT MAY BE PART OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THOSE TERMS AND CONDITIONS RELATING TO LIENS ON UT SOUTHWESTERN'S PROPERTY; DISCLAIMERS AND LIMITATIONS OF WARRANTIES; DISCLAIMERS AD LIMITATIONS OF LIABILITY FOR DAMAGES; WAIVERS, DISCLAIMERS AND LIMITATIONS OF LEGAL RIGHTS, REMEDIES, REQUIREMENTS AND PROCESSES; LIMITATIONS OF PERIODS TO BRING LEGAL ACTION; GRANTING CONTROL OF LITIGATION OR SETTLEMENT TO ANOTHER PARTY; LIABILITY FOR ACTS OR OMISSIONS OF THIRD PARTIES; PAYMENT OF ATTORNEYS' FEES; DISPUTE RESOLUTION; INDEMNITIES; AND CONFIDENTIALITY (COLLECTIVELY, THE "LIMITATIONS"), AND TERMS AND CONDITIONS RELATED TO THE LIMITATIONS WILL NOT BE BINDING ON UT SOUTHWESTERN EXCEPT TO THE EXTENT AUTHORIZED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS. 18. 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. 19. 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. [Signature Page Follows] Network Access Agreement Page 4 of 5 Docusign Envelope ID: 16DCEAA4-419C-8C47-8302-9EB0EE52104D UTSW Contract ID #FY2026-MOU2-12965-NP [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Dianna Giordano (Sep 2, 2026 15:42:19 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 09/02/2026 The University of Texas Southwestern Medical Center DocuSigned by: By: �i(tiaw, (1'i Name: William ar Title: Senior Manager, Legal Contract Services Date: 8/25/2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Caridace Pagliara (Sep 1,2 26 07 :49 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: 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: Cyn aaTyreee(( g 25, 2026 14:21:53 CDT) Name: Cynthia Tyree Title: Assistant Director, IT Finance 4.p4U�pIIIIn City Secretary: ass A �oRr�o9°o Pvo o=A �R#a. �l .+`k.$5tDR-u aaCy �'EXI�ga4'p U nIIpa000 By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Network Access Agreement Page 5 of 5 0 docusign Certificate Of Completion Envelope Id: 16DCEAA4-419C-8C47-8302-9EBOEE52104D Status: Completed Subject: Complete with Docusign: CSC 64472 Network Access Agreement -- City of Fort Worth Source Envelope: Document Pages: 20 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Victoria Cathcart Martin AutoNav: Enabled 5323 Harry Hines Blvd Envelopeld Stamping: Enabled Dallas, TX 75390 Time Zone: (UTC-06:00) Central Time (US & Canada) Victoria.CathcartMartin@UTSouthwestern.edu IP Address: 129.112.109.53 Record Tracking Status: Original Holder: Victoria Cathcart Martin Location: DocuSign 8/21/2026 1:09:27 PM Victoria.CathcartMartin@UTSouthwestern.edu Signer Events Signature Timestamp William WardSent: 8/21/2026 1:21:25 PM William.Ward@UTSouthwestern.edu [D—Siped ILLIN% 044, Viewed: 8/25/2026 9:51:31 AM Senior Manager, Legal Contract Services AE18186A475A41A Signed: 8/25/2026 9:51:52 AM University of Texas Southwestern Medical Center Security Level: Email, Account Authentication Signature Adoption: Pre -selected Style (None) Using IP Address: 107.128.229.69 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Shirley Saheib COPIED Sent: 8/25/2026 9:51:53 AM Shirley.Saheib@UTSouthwestern.edu Contract Administrator II UT Southwestern Medical Center Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/21/2026 1:21:25 PM Certified Delivered Security Checked 8/25/2026 9:51:31 AM Signing Complete Security Checked 8/25/2026 9:51:52 AM Completed Security Checked 8/25/2026 9:51:53 AM FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: The University of Texas Southwestern Medical Center Subject of the Agreement: Network Access Agreement to CSC 64472 of The University of Texas Southwestern Medical Center M&C Approved by the Council? * Yes ❑ No II If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 64472-NA1 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: June 30, 2030 If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No 0 Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.