HomeMy WebLinkAboutContract 63659CSC No. 63659
CITY OF FORT WORTH
ASSIGNMENT
Effective July 1, 2025, for value received, Metropolitan Area EMS Authority d/b/a
MedStar Mobile Healthcare ("Assignor") hereby assigns to the City of Fort Worth ("Assignee")
all of its right, title, and interest in and to that certain Software License Agreement dated March
1, 2016, between Assignor and Logis Solutions, Inc. (the "Contract"), including all rights to
receive services and all obligations to pay fees or perform duties thereunder. Assignee hereby
agrees to assume and perform all duties and obligations of Assignor under the Contract from and
after the effective date.
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 terms of the Contracts and 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 �vN 2025.
Metropolitan Area EMS Authority dba MedStar
Mobile Healthcare
(Assignor)
By:
Print: Fra Tr s r
Title: Interim Chief Executive Officer
City of Fort Worth
(Assignee)
By:
Print: Dianna Giordano
Title: Assistant City Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Assignment Pagel of3
NOTARY ACKNOWLEDGEMENT
On the 16 day of S 2025, personally appeared
a,ti (+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.
Metropolitan Area EMS Auth 'ty db edS Mobile
Healthcare
By:
Print: Frank G4;tr
Title: Interim Chief Executive Office
SUBSCRIBED TO before me on this _10, '' day of_�(, Lj hP , 2025.
MONICA CRUZ `
_= My Notary ID # 128504818 Notary Public in and for the to of
M commission Expires:
.;�•oF.E,� Expires May 20, 2028 Y p
NOTARY ACKNOWLEDGEMENT
On the 5 day of V \.)n e— 2025, personally appeared
`j)A(1 no , � 41VVdrt" z who acknowledged to me that (s)he is the Assistant City Manager of
City Fort Worth ("Assignee"), and that (s)he executed this document for the purposes and
consideration contained herein.
City of Fort By:
Print: Dianna Giordano
Title: Assistant City Manager
SUBSCRIBED TO before me on this aS day of (J V he 2025.
Notary Public in and for the State of ;ZrAS
My commission Expires:
Linda M. Hirdinger
My Commission Expires
• 2/2/2026
Notary ID
124144746
a
Assignment Page 2 of 3
[Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality
15F/1-�
By:
Name: Taylor Paris
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: N/A
Approved: N/A
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.
po-�,9 Rizzo
By: Pete Rizzo (Jul 14, 202514:15 CDT)
Name: Pete Rizzo
Title: Senior Manager, IT Solutions
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City Secretary: 4
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By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CONSENT TO ASSIGNMENT
Effective July 1, 2025, Logis Solutions, Inc. hereby consents to the assignment by
Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare ("Assignor") to the City of
Fort Worth ("Assignee") of all of Assignor's rights and obligations under that certain Software
License Agreement dated March 1, 2016 (the "Agreement"), including the right to receive
services and the obligation to perform and pay for all duties as set forth in the Agreement. This
consent is conditioned upon Assignee's continued compliance with all terms and conditions of
the Agreement applicable to Assignor.
Logis Sol ions, Inc.
By:
Name: Robert unden
Title: Chief Legal & Compliance Officer
Date: June 16, 2025
Assignment Page 3 of 3
Software License Agreement
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is entered into and effective as of 1. March 2016
(the "Effective Date") by and between Logis Solutions Inc., a Delaware corporation with its head offices located at
22605 SE 56th Street, Suite 170, Issaquah, WA 98029 (that corporation, "Logis"); and The Area Metropolitan
Ambulance Authority, doing business as MedStar, a Public Utility Model / Governmental Agency with its head offices
located at 2900 Alta Mere Drive, Fort Worth, Texas 76116, United States of America (MedStar is hereinafter referred
to as the "User"). This Agreement forms a legally binding and non-exclusive agreement between the User and Logis
regarding the Software (defined herein).
Recitals
The User has entered into a separate Professional Services Agreement with Logis regarding the delivery of, and
installation, training, maintenance and support for, a computer -aided dispatch software system for the User's
operations as more fully described in the Professional Services Agreement and this Agreement.
The Danish company Logis A/S is the owner of the Software (as defined herein) and has licensed it to Logis.
In addition to entering into the Professional Services Agreement, this Agreement is entered into with Logis to provide
a sub -license to the User regarding the User's use of the Software for its, and its Subsidiaries', operations upon the
terms and conditions herein set forth.
1. DEFINITIONS
In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms
have the meaning set forth in this Section:
An "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person. The term
"control" (including the terms "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
"Confidential Information" means any information that is treated as confidential by a party, including,
without limitation, trade secrets, technology, information pertaining to business operations and
strategies, and information pertaining to customers, pricing, and marketing. Confidential Information
shall not include information that: (a) is already known to the receiving party without restriction on
use or disclosure prior to receipt of such information from the disclosing party; (b) is or becomes
generally known by the public other than by breach of this Agreement by, or other wrongful act of, the
receiving party; (c) is developed by the receiving party independently of, and without reference to, any
Confidential Information of the disclosing party; or (d) is received by the receiving party from a third
party who is not under any obligation to the disclosing party to maintain the confidentiality of such
information.
"Error" means a reproducible failure of the Software to perform in substantial conformity with its
published specifications, whose origin can be isolated to a single cause, unless such failure (a) results
from User's misuse or improper use of the Software; (b) does not materially affect the operation and
use of the Software; (c) results from a modification by User or any third party of the Software; (d)
results from User's failure to implement in a timely manner all Updates and maintenance releases; or
(e) is caused by any third part integration, software or program, including open -source programs, or
the User's programs, systems and IT framework and environment.
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LOGIS and MedStar
"Intellectual Property Rights" means all (a) patents, patent disclosures and inventions (whether
patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names
and domain names, together with all of the goodwill associated therewith, (c) copyrights and
copyrightable works (including computer programs), mask works and rights in data and databases, (d)
trade secrets, know and other confidential information, and (e) all other intellectual property rights, in
each case whether registered or unregistered and including all applications for, and renewals or
extensions of, such rights, and all similar or equivalent rights or forms of protection provided by
applicable law, regulations or rules in any jurisdiction throughout the world.
"Normal Business Hours" means Monday through Friday from 9.00 AM to 5.00 PM Pacific Standard
Time (PST), except for Federal holidays.
"Person" means an individual, corporation, partnership, joint venture, limited liability company,
governmental authority, unincorporated organization, trust, association or other entity.
"Software" means the software as specified in Schedule 1 hereto, together with all maintenance
releases, Updates, upgrades, amendments and associated media and printed materials, and may
include "online" or electronic documentation, provided to User pursuant to this Agreement.
"Subsidiary" means any Person which is (i) directly owned more than 50% by the User and (ii) is
controlled by the User.
"Territory" means the territory defined in Schedule 2 hereto.
2. GRANT OF LICENSE AND INTELLECTUAL PROPERTY RIGHTS
2.1 Subject to User paying all fees under this Agreement, including the Software License Fees and the
Software Maintenance Fees specified in Schedule 3 hereto, and subject to the terms and conditions
herein, Logis hereby grants to the User a perpetual (except as specified herein), non-exclusive, non-
transferrable (except as specified herein), limited sub -license to install, operate and utilize the
Software in the Territory and solely for use by the User and its Subsidiaries and solely for their
business and operations within the Territory and solely in accordance with the terms and conditions
specified herein.
2.2 The license granted under this Agreement shall additionally include all applicable documentation,
instructions, manuals, guides, specifications, and other materials relating to the installation,
functionality, training and operation of the Software developed by or on behalf of Logis
("Documentation"). It is understood and agreed that the license granted under this Agreement is a
sub -license granted by Logis to the User, as Logis is not the owner of the Software.
2.3 By executing this Agreement, the User and Logis each agrees to be bound by the terms of this
Agreement as of the Effective Date.
2.4 The Software is protected by copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. The Software is licensed, not sold.
2.5 This Agreement grants the User the rights to use the Software in the Territory only, subject to the
other limitations set forth in this Agreement.
FURTHER RIGHTS; USE RESTRICTIONS
3.1 The Software is for corporate or institutional use by the User and its Subsidiaries only. The User is
prohibited from licensing or re -selling the Software to provide software services to third parties,
including the User's customers. For purposes of clarification, this Section does not restrict the User
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Software License Agreement
LOGIS and MedStar
from providing services or hosting the Software for the benefit of itself and its Subsidiaries, as the case
may be.
3.2 The User and its Subsidiaries shall not, and shall not permit any representatives or third parties to, in
any manner:
a. modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the
Software;
b. reverse engineer, disassemble, decompile, decode or adapt the Software, or otherwise
attempt to derive or gain access to the source code of the Software, in whole or in part;
except for security penetration and vulnerability testing and assessment purposes;
c. remove, disable, or otherwise create or implement any workaround to, any security features
contained in the Software;
d. remove, delete or alter any trademarks, copyright notices or other Intellectual Property Rights
notices of Logis or its licensors, if any, from the Software;
e. rent, lease, lend, sell, sublicense, assign in violation of this Agreement, distribute, publish,
transfer or otherwise make the Software available to any third party for any reason;
f. use the Software in violation of any federal, state or local law, regulation or rule;
g. use the Software for purposes of competitive analysis of the Software, the development of a
competing software product or service or any other purpose that is to Logis commercial
disadvantage.
3.3 The User may not provide, rent, lease or lend any copy of the Software to any third party (other than
its Subsidiaries, as permitted by this Agreement). The User shall use all reasonable efforts to protect
the Software from unauthorized use, reproduction, distribution or publication.
4. TERM AND TERMINATION
4.1 The term of this Agreement shall begin on the Effective Date and shall continue until terminated as set
forth herein.
4.2 This Agreement may be terminated on written notice:
a. by User, effective on the annual anniversary date of this Agreement upon no less than sixty
(60) days' written notice to Logis;
b. by Logis, if the User fails to pay any amount when due hereunder and such failure continues
for fifteen (15) days after the User's receipt of written notice of nonpayment;
c. by either party, if the other party commits a material breach of any provision of this
Agreement and either the breach cannot be cured or, if the breach can be cured, it is not
cured by the defaulting party within thirty (30) days after the receipt of written notice of such
breach, which written notice shall describe the breach in reasonable details and specify that
the Agreement will be terminated according to this Section if not so cured; and
d. by either party, effective immediately, if the other party files, or has filed against it, a petition
for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or
seeks to make a general assignment for the benefit of its creditors or applies for, or consents
to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
4.3 The expiration or termination of this Agreement, for any reason, shall not release either party from
any liability to the other party, including any payment obligation, which has already accrued
hereunder. On the expiration or termination of this Agreement, or the expiration or termination or the
license granted under this Agreement, for any reason, the User shall within 30 days, cease the use of
the Software and shall, at User's expense, destroy all copies of the Software, Documentation and all
materials containing Logis' Confidential Information. This requirement applies to partial and complete
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Software License Agreement
LOGIS and MedStar
copies in all forms, in all types of media and computer memory, and whether or not modified or
merged into other materials. This requirement does not include Customer data created and stored by
the Software.
4.4 All provisions that, by their nature should survive termination or expiration, shall survive any
termination or expiration of this Agreement, including without limitation the terms and conditions of
this Section 4.4 and Section 1, Section 9, Section 10, Section 12, Section 13, Section 14 and Section 15.
S. ACCEPTANCE
The User shall be deemed to have accepted the Software when the Software is in use by the User at
the first site in a live production network environment.
6. MAINTENANCE SERVICES
6.1 During the term of this Agreement and subject to User paying the Software Maintenance Fees
specified in Schedule 3 hereto, Logis will maintain the Software by providing software updates and
enhancements to the User as the same are offered by Logis or its Affiliates to their other licensees of
the Software under maintenance generally (such updates and enhancement, "Updates"). All Updates
provided to User by Logis pursuant to the terms of this Agreement shall be subject to the terms and
conditions of this Agreement.
6.2 Updates will be provided on an "as -available" basis and include the items listed below:
a. Bug fixes;
b. Enhancements to market data service software provided by Logis to keep current with
changes in market data services or as Logis makes enhancements;
c. Enhancements to keep current with the current hardware vendor's OS releases, as available
from Logis, provided that the current hardware vendor's OS release is both binary and source -
compatible with the OS release currently supported by Logis; and
d. Performance enhancements to the Software.
6.3 Logis or its Affiliates will provide assistance with implementation and installation of the Updates,
requested by User. All such assistance with implementation and installation of the Updates will be
charged separately by Logis or its Affiliates on a time and material basis, plus expenses pre -approved
by User, based on Logis' or its Affiliates' hourly rates as may be in effect from time to time and based
on all time spent. The hourly rates are specified in Schedule 3 hereto.
6.4 Logis will provide support services for previous releases for a maximum period of twelve (12) months
following the general availability of a new release or software Updates. After this time, Logis shall have
no further responsibility for supporting and maintaining the prior releases.
6.5 Logis assumes no responsibility for the correctness of, performance of, or any resulting
incompatibilities with, current or future releases of the Software or Updates if any issues with such
Software or Updates are caused by changes to the system hardware/software configuration or
modifications to any supplied source code or direct access to production systems or databases which
changes materially adversely affect the performance of the Software and were made without prior
notification and written approval by Logis. Logis assumes no responsibility for the operation or
performance of any User -written, open -source or third -party application. Logis will make reasonable
efforts to address any Software based security vulnerabilities that place the confidentiality,
availability, or integrity of the system or its data at moderate or higher risk.
6.6 Except as expressly specified in this Agreement or in the Professional Services Agreement, Logis is not
otherwise obligated to provide any support services with respect to the Software unless it is
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Software License Agreement
LOGIS and MedStar
specifically agreed in writing between Logis, or its Affiliates, and the User (e.g., in a statement of
work), in which case the support services shall be specifically limited to the scope of services described
in such agreement.
7. SUPPORT SERVICES
7.1 For as long as User pays the Software License Fees and the Software Maintenance Fees, User will have
access to support services from Logis or its Affiliates as specified in this Section 7. Payment of the
Software License Fees and the Software Maintenance Fees only gives User access to the support
services. All support services actually performed by Logis or its Affiliates will be charged separately as
specified in Section 7.5.
7.2 Logis or its Affiliates will make available to User a United States telephone number to its Support
Center for User to call requesting support service of the Software. The support services will be
provided on an ongoing twenty four (24) hours a day, seven (7) days a week basis.
7.3 Upon receipt by Logis or its Affiliates of notice from the User through the Support Center of an Error in
the Software, Logis shall respond as provided below:
Priority Description Response Time
Problem or product defect causes
complete loss of service,
P1 (Critical) regardless of the customer 15 minutes
environment, and work cannot
continue
Severe loss of service, no
acceptable workaround; however
P2 (Urgent) 2 hours
operation can continue in a
restricted fashion
Major loss of service, a
workaround exists that is
P3 (Major impact) acceptable in the short term, Next business day
however operation can continue
in a restricted fashion
Minor loss of service, impact is
inconvenience that may require a
P4 (Minor impact) 5 working days
workaround to restore
functionality
A scheduled time
P5 (Scheduled fix) No loss of service, minor error agreed by the
that does not impede the system Customer and
Service Provider
7.4 Logis or its Affiliates shall not be obligated to correct any Errors on -site at the User. The User shall, at its
own expense, provide Logis or its Affiliates with sufficient remote access to the production, testing and
backup environment used by the User, in order for Logis or its Affiliates to provide the support services
hereunder remotely.
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LOGIS and MedStar
7.5 All support services provided by Logis or its Affiliates will be charged separately by Logis or its Affiliates
on a time and material basis, plus expenses approved by User, based on Logis' or its Affiliates' hourly
rates as may be in effect from time to time and based on all time spent. The hourly rates are specified
in Schedule 3 hereto.
FEES
8.1 In consideration of the license to the Software and other rights granted to the User by Logis under this
Agreement, the User shall pay to Logis the Software License Fees and Software Maintenance Fees set
forth in Schedule 3 hereto.
8.2 The Software License Fees and the Software Maintenance Fees shall be prepaid by the User for the
applicable period specified in Schedule 3 and shall be payable and due, in full, on the dates specified in
Schedule 3. Logis shall not be required to return any unused Software License Fees or Software
Maintenance Fees to User in case of any termination of this Agreement by any party, unless such
termination is by User for cause. Any non-payment by User of any fees payable and due under this
Agreement shall be considered a material breach.
8.3 The User shall be responsible for all sales, use, VAT and excise taxes, and any other similar taxes,
duties and charges of any kind imposed by any country or federal, state or local governmental entity
on any amounts payable by the User hereunder, except to the extent based on the income or net
income of Logis under this Agreement.
9. COPYRIGHT; OWNERSHIP
9.1 All titles and copyrights in and to the Software (including but not limited to any images, photographs,
road and address data, animations, video, audio, music, text, and "applets", incorporated into the
Software), the accompanying printed materials and any copies of the Software, are owned by Logis A/S,
Logis or third parties with whom Logis has entered into agreements. The Software is protected by
copyright laws and international treaty provisions. Therefore, the User shall treat the Software like any
other copyrighted material. The User may not copy the printed materials accompanying the Software.
9.2 The User acknowledges and agrees that the Software is being licensed, not sold, to the User by Logis.
The User further acknowledges and agrees that it shall not acquire any ownership interest in the
Software under this Agreement, and that Logis A/S, Logis and their licensor(s) reserve(s) and shall
retain its/their entire right, title and interest in and to the Software and all Intellectual Property Rights
arising out of or relating to the Software except as expressly granted to User in this Agreement. The
User shall promptly notify Logis if the User becomes aware of any possible third -party infringement of
Logis' or its Affiliate's Intellectual Property Rights arising out of or relating to the Software and fully
cooperate with Logis and its Affiliates in any legal action taken by Logis or its Affiliates against third
parties to enforce its Intellectual Property Rights. The User shall safeguard the Software (including all
copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
10. REPRESENTATIONS AND WARRANTIES
10.1 Each party represents, warrants and covenants to the other party that: (a) it has full power and
authority to enter into this Agreement and to perform all obligations under this Agreement; (b) the
execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby does not conflict with or violate any applicable law, rule, regulation ("Law') or
other obligation to which it is subject and will not cause it to violate any applicable Law; and (c) there
is no pending or, to its knowledge, threatened claim, action or proceeding against it, that would
adversely affect the execution, delivery or performance of this Agreement.
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LOGIS and MedStar
10.2 Except as provided in Section 10.3 and Section 10.4, Logis warrants that:
a. its Computer Aided Dispatch Solution meets or exceeds all of Users requirements as outlined
within the Logis IDS Request for Proposal response as set forth hereinto as Exhibit "A".
b. the data integrity of the CAD data warehouse (DWH) and functionality of the same as set forth
within the Data Warehouse Documentation Release 3.10 attached hereto as EXHIBIT "B".
the architecture, and minimum requirements for all hardware that is required, data redundancy, and
fault tolerance appropriate to the criticality of the application to run the Logis CAD Server Services, the
Integration Server Services, and the Logis CAD Client (user workstation) as specified within the Logis
Hardware Requirements attached hereto as EXHIBIT "C".
10.3 Notwithstanding anything to the contrary in this Agreement, the warranties set forth in Section 10.2
shall only apply where the User:
a. has promptly installed all maintenance releases to the Software that Logis previously made
available to User; and
b. is in compliance with all other terms and conditions of this Agreement (including the payment
of all license fees then due and owing).
10.4 Notwithstanding anything to the contrary in this Agreement, the warranties set forth in Section 10.2
shall not apply to problems arising out of or relating to:
a. Software, or the media on which it is provided, that is modified or damaged by the User or its
representatives, or any other software or hardware that are operated with or incorporated
into the Software other than as specified in the Documentation;
b. the User's or any third party's negligence, abuse, misapplication or misuse of the Software,
including any use of the Software other than as specified in the Documentation or expressly
authorized by Logis in writing;
c. the User's failure to promptly install all maintenance releases that Logis has previously made
available to the User;
d. the operation of, or access to, the User's systems or network;
e. any open -source components, beta software or software that Logis makes available for testing
or demonstration purposes, temporary software modules or software for which Logis does not
or has not receive(d) a license fee;
f. the User's breach of any provision of this Agreement; or
g. any other circumstances or causes outside of the reasonable control of Logis (including
abnormal physical or electrical stress).
11. INDEMNIFICATION
11.1 Subject to the limitations in Section 12.2, during the term of this Agreement, Logis will indemnify,
defend and hold harmless the User, its Subsidiaries, and their respective officers, directors,
employees, agents, lawyers and representatives (collectively, the "Indemnified Parties") from all
damages, losses, liabilities, awards, costs, and expenses that are awarded against the User or any
Indemnified Party in a final judgment arising out of or relating to any claims, actions, suits or other
proceedings arising in the United States of America against the User or the Indemnified Parties
alleging that any use of the Software (excluding all open -source components) under this Agreement
infringes any Intellectual Property Rights of any third party in the Territory; provided however, that
Logis shall not be obligated to indemnify the User or any Indemnified Party in any claims, actions, suits
or other proceedings or for any damages, losses, liabilities, awards, costs, and expenses incurred in
relation to, arising out of or resulting from, in whole or in part:
a. any combination of the Software with any hardware, system or other software not provided or
authorized in writing by Logis, if such infringement would not have occurred but for such
combination;
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b. any modification of the Software not provided or authorized in writing by Logis, or the User's
or any third party's negligence, abuse, misapplication or misuse of the Software, if such
infringement would not have occurred but for such modification, neglect or misuse;
c. the User's use of the Software outside of the Territory;
d. any action relating to the use of any open -source components included in the Software, if any;
e. any breach by the User of its obligations set forth in this Agreement;
f. any events or circumstances outside of Logis' commercially reasonable control (including any
third -party hardware or software bugs, defects or malfunctions).
11.2 In the event of any final judgment finding that the use of the Software under this Agreement
constitutes or may constitute an infringement, misappropriation or other violation of any Intellectual
Property Rights, Logis shall, at its expense:
a. modify the Software without impairing in any material respect the functionality or
performance, so that it is non -infringing;
b. procure for User a license or other right to continue to use the infringing Software; or
c. replace the Software with equally suitable, non -infringing software. If none of the foregoing
alternatives are available, Logis may, at its option, repay to the User all monies paid to Logis
under this Agreement in the twelve (12) month period preceding the judgment, and Logis may
thereafter accept return of the Software and terminate this Agreement following ninety (90)
day written notice to the User.
12. LIMITATION OF LIABILITY; INDEMNIFICATION; DISCLAIMER
12.1 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, INCLUDING BUT NOT LIMITED THE REPRESENTATIONS
AND WARRANTIES IN SECTION 10 ABOVE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, THE
SOFTWARE IS PROVIDED "AS IS" AND LOGIS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE
(INCLUDING ALL OPEN -SOURCE COMPONENTS), DOCUMENTATION, MEDIA AND ANY OTHER SERVICES
AND MATERIALS PROVIDED TO THE USER UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, NON -INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR
TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, EXCEPT AS SPECIFICALLY PROVIDED
HEREIN OR IN THE DOCUMENTATION, INCLUDING BUT NOT LIMITED THE REPRESENTATIONS AND
WARRANTIES IN SECTION10 ABOVE, LOGIS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES
NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT
THE SOFTWARE WILL MEETTHE USER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE
COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES,
OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE
ERROR FREE.
12.2 NOTWITHSTANDING ANYTHING IN THIS AGREEMENTTO THE CONTRARY, IN NO EVENT WILL LOGIS OR
ANY OF ITS REPRESENTATIVES OR ANY OF ITS LICENSORS BE LIABLE UNDER THIS AGREEMENTTO THE
USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL
OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE,
REVENUE OR PROFIT, LOSS OF DATA THAT COULD HAVE BEEN MITIGATGED OR AVOIDED BY
REASONABLE BACKUPS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
WHETHER OR NOT LOGIS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.3 EXCEPT TO THE EXTENT SERVICE PROVIDER'S APPLICABLE INSURANCE COVERAGE EXCEEDS SUCH
AMOUNT, IN NO EVENT WILL LOGIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
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LOGIS and MedStar
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO LOGIS PURSUANT TO THIS
AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM
(OR THE APPLICABLE INSURANCE COVERAGE AMOUT IF THIS IS HIGHER). THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF THE USER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE. THE LIMITATION IN THIS SECTION 12.3 SHALL NOT APPLY TO LOGIS' INDEMNITY
OBLIGATION UNDER SECTION 11.1 OR TO PERSONAL INJURY CAUSED DIRECTLY BY LOGIS' WILFUL
MISCONDUCT OR TO DAMAGES CAUSED DIRECTLY BY LOGIS' WILLFUL, TORTIOUS DESTRUCTION OF
USER'S TANGIBLE PROPERTY OR DATA.
13. GOVERNING LAW AND JURISDICTION
13.1 This Agreement shall be governed by and construed in accordance with the internal laws of the State
of Washington without giving effect to any choice or conflict of law provision or rule (whether of the
State of Washington or any other jurisdiction) that would cause the application of Laws of any
jurisdiction other than those of the State of Washington. Any dispute, controversy or claim arising out
of or in relation to this Agreement (whether contractually or in tort), including disputes regarding the
validity of this Section, shall be resolved exclusively through the procedures of the American
Arbitration Association (AAA), or if that organization is unavailable, or if the parties agree otherwise in
writing, then by an organization of similar purpose. The place of arbitration shall be within the City of
Seattle, WA, unless the parties mutually agree otherwise in writing. In agreeing to this arbitration
provision, the parties understand and acknowledge, and willingly agree, that they are waiving any
right they may have to a court or jury trial. Despite the arbitration procedure agreed upon above, the
parties shall not be precluded from seeking injunctive and other equitable relief via the appropriate
judicial authority in accordance with provisions herein.
14. CONFIDENTIALITY
14.1 Each party acknowledges and agrees that they each may gain access to or become familiar with the
other party's Confidential Information. Except as set forth in Section 14.2, each party, as the receiving
party of the other party's Confidential Information, agrees:
a. to protect and safeguard the confidentiality of the disclosing party's Confidential Information
with at least the same degree of care as the receiving party would protect its own Confidential
Information, but in no event with less than a commercially reasonable degree of care;
b. not to disclose or otherwise make available Confidential Information of the disclosing party to
any third party without the prior written consent of the disclosing party; provided, however,
that the receiving party may disclose the Confidential Information of the disclosing party to its
and its Affiliates, and each of their respective officers, employees, consultants and legal
advisors who have a "need to know", who have been apprised of this restriction and who are
themselves bound by nondisclosure obligations at least as restrictive as those set forth in this
Agreement;
c. not use the disclosing party's Confidential Information, or permit it to be accessed or used, for
any purpose other than to perform its obligations under this Agreement or, in the case of the
User, to make use of the Software as permitted by this Agreement, or otherwise in any
manner to the disclosing party's detriment;
d. to promptly notify the disclosing party in the event it becomes aware of any loss or disclosure
of any of the Confidential Information of the disclosing party; and
e. to be responsible for any breach of this Agreement caused by any of its representatives.
14.2 The receiving party may disclose the disclosing party's Confidential Information pursuant to applicable
federal, state or local law, regulation or a valid order issued by a court or governmental agency of
Page 9 of 11
Software License Agreement
LOGIS and MedStar
competent jurisdiction, provided that the receiving party shall first make commercially reasonable
efforts to provide the disclosing Party with:
prompt written notice of such requirement so that the disclosing party may seek, at its sole
cost and expense, a protective order or other remedy; and
reasonable assistance, at the disclosing party's sole cost and expense, in opposing such
disclosure or seeking a protective order or other limitations on disclosure.
15. MISCELLANEOUS
15.1. The parties have specifically agreed that notwithstanding anything in this Agreement or in the
Professional Services Agreement (referenced in the recitals) to the contrary, this Agreement shall
apply and be in full force and effect contemporaneously with the Professional Services Agreement,
and that neither this Agreement nor the Professional Services Agreement shall supersede or replace
one another.
15.2 Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other
form of joint enterprise between the parties. The relationship between the parties shall at all times be
that of independent contractors. Neither party shall have authority to contract for or bind the other in
any manner whatsoever.
15.3 The Schedules referenced herein are hereby incorporated into and made a part of this Agreement and
shall constitute part of this Agreement as if fully set forth herein. In the event of a conflict between
the terms of this Agreement and any Schedule, the terms of the Schedule shall control.
15.4 This Agreement, including the Schedules attached hereto, sets forth the entire understanding of the
parties as to the Software. This Agreement replaces all previous software license agreements between
the parties.
15.5 Except as specified herein, the User shall not assign or otherwise transfer any of its rights or delegate
or otherwise transfer any of its obligations hereunder, in part or in whole, without the prior written
consent of Logis. Any purported assignment or delegation in violation of this Section shall be null and
void. No assignment shall relieve the User of any of its obligations hereunder. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
15.6 This Agreement may only be amended, modified or supplemented by an agreement in writing signed
by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this
Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising
from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
15.7 The failure by any party to exercise any right or remedy provided for herein will not be deemed a
waiver of any right or remedy hereunder.
15.8 If any provision of this Agreement or any Schedule attached hereto is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions of this Agreement and the Schedules will
not be impaired thereby.
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Software License Agreement
LOGIS and MedStar
15.9 All notices required or permitted to be given by one party to the other party under this Agreement will
be sufficient if sent by certified mail or reputable overnight carrier, delivery confirmation requested, to
the other party at the respective address for such party first set forth above or to such other address
as the party to receive the notice has designated by notice to the other party pursuant to this Section.
All such notices will be deemed delivered when received by the other party, as verified by applicable
delivery confirmation.
15.10 Excepting only User's payment obligations under this Agreement, neither party shall be in default
hereunder by reason of any failure or delay in the performance of its obligations hereunder where
such failure or delay is due to any cause beyond its reasonable control, including strikes, labor
disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack,
embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non -availability of
electrical power, heat, light, air conditioning or User equipment, loss and destruction of property or
any other circumstances or causes beyond such party's reasonable control.
The parties are signing this Software License Agreement on the Effective Date first stated above.
USER: MEDSTAR (Area Mestropolitan Ambulance Authority)
Douglas R. Hooten
Executive Director
LOGIS: LOGIS SOLUTIONS INj,,.
By:
Rene M loergensen
Chief Executive Officer
Page 11 of 11
Software License Agreement
LOGIS and MedStar
Docusign Envelope ID: E6E87BF2-6C00-4DF5-8FCE-DBE5A8A713F6
SECOND AMENDMENT
This Second Amendment (the "Second Amendment") is made and entered into as of this
6/11/2025 (the "Effective Date") by and between Logis Solutions Inc., ("Service Provider"), a
wholly -owned Affiliate of ESO Solutions, Inc., ("Service Provider"), and MedStar Mobile Healthcare
("Customer"), (each a "Party" and collectively the "Parties").
WHEREAS, Customer entered into a Professional Services Agreement and Software License
Agreement with Service Provider executed on March 1, 2016 (the "Agreement"), an Addendum to the
Software License Agreement, executed on November 4, 2018 (the "Addendum"), and a First Amendment
to the Software License Agreement, executed on January 15, 2025 (the "First Amendment");
WHEREAS, Customer has previously maintained a month -to -month subscription under the
Agreement and now wishes to continue the subscription through December 31, 2025, and Service Provider
has agreed.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Customer and Service Provider mutually agree as follows:
1. Modifications. The Parties agree that the terms and conditions of this Second Amendment modify the
terms and conditions contained in the Agreement. All other terms and conditions remain the same.
Taken together, this Second Amendment, the Agreement (including Exhibits), the Addendum, and the
First Amendment constitute the entire agreement between the Parties regarding the Software purchased.
2. Subscription Term Modification. The Parties agree that Customer's current month -to -month
subscription shall continue through December 31, 2025, under the existing terms of the Agreement.
3. Counterparts, Execution. This Amendment and any amendments hereto may be executed by the
Parties individually or in any combination, in one or more counterparts, each of which shall be an
original and all of which shall together constitute one and the same agreement. Execution and delivery
of this Amendment and any amendments by the Parties shall be legally valid and effective through: (i)
executing and delivering the paper copy of the document, (ii) transmitting the executed paper copy of
the documents by facsimile transmission or electronic mail in "portable document format" (".pdf') or
other electronically scanned format, or (iii) creating, generating, sending, receiving or storing by
electronic means this Amendment and any amendments, the execution of which is accomplished
through use of an electronic process and executed or adopted by a Party with the intent to execute this
Amendment (i.e. "electronic signature" through a process such as DocuSign®). In making proof of
this Amendment, it shall not be necessary to produce or account for more than one such counterpart
executed by the Party against whom enforcement of this Amendment is sought.
Docusign Envelope ID: E6E87BF2-6C00-4DF5-8FCE-DBE5A8A713F6
IN WITNESS WHEREOF, the undersigned expressly agree and warrant that they are authorized to
sign and enter into this Amendment on behalf of the Party for which they sign and have executed this
Amendment on the Effective Date first written above.
ESO SOLUTIONS INC.:
Signfed by, ��
17/; z-rzj#l1'Li...
[Signature]
Robert Munden
[Printed Name]
Robert Munden
[Title]
6/12/2025
[Date]
MEDSTAR MOBILE HEALTHCARE:
Signed by:
Fnnn»F'r.".
[Signature]
Frank Gresh
[Printed Name]
Frank Gresh
[Title]
6/11/2025
[Date]
PRIVATE & CONFIDENTIAL Page 2 of 2