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HomeMy WebLinkAboutP-25-259 Real Time Networks.pdf P-25-259 Real Time Networks June 12, 2025 Real Time1 EXTENDED SERVICE PLAN AGREEMENT Networks Customer Name (herein County of Fresno referred to as the "Customer") Customer Address 333 Pontiac Way, Clovis, CA, 93721 Master Licence or Serial 7227003509 Number Real Time Networks Inc. (Real Time Networks) offers Customer extended service plans (ESP) designed to help support the Customer with the product(s) purchased to increase up time, to extend product(s) life and ensure accessibility to new software functionalities including security patches. Real Time Networks reserves the right to charge for performance of services, maintenance, support,or other activities requested by Customer that are outside the scope of this Agreement. This ESP Agreement(Agreement)is the complete Agreement between Customer and Real Time Networks regarding Customers'chosen level of ESP for the product(s)noted below. This Agreement supersedes and replaces any prior oral or written communications between Real Time Networks and Customer regarding ESP for the relevant product(s). ESP purchased under this Agreement will be provided as described in this Agreement. Level of ESP(see attached brochure at Schedule C for program details): ❑ RealCare Essential ❑X RealCare Advantage ❑ RealCare Elite IN WITNESS WHEREOF, the parties have caused this Agreement, with all schedules attached hereto, to be executed by their duly authorized representatives on 100 day of June 2025. REAL TIM NETWORKS INC. COUNTY OF FRESNO �j Riley Blackburn Digitally signed by Riley Blackburn Date:2025.06.24 15:56:36-07'00' Signature Signature Michael French Riley Blackburn Print Name Print Name CEO Purchasing Manager Title Title .rune 10, 2025 June 12, 2025 Date Date 1 ESP Agreement v6.1 Real Time Networks Inc.,Unit 16, 1833 Coast Meridian Rd Port Coquitlam,British Columbia,V3C 6G5 P-25-259 Real Time Networks June 12, 2025 Real Time1 EXTENDED SERVICE PLAN AGREEMENT Networks Schedule A Product List System Description and Serial Expiry Date Product Total $US Number of Coverage 1 KTA 128 keys- 1 terminal SN: 7227003509 June 30, 2028 $ 10,500.00 2 KTA 128 keys- 1 terminal SN: 7227003511 June 30, 2028 $ 10,500.00 3 KTA 64 keys- 1 terminal SN: 7227003512 June 30, 2028 $ 6,000.00 4 1 KTA 64 keys- 1 terminal SN: 7227003510 June 30, 2028 $ 6,000.00 Pre Discount $ 33,000.00 12% Discount -$ 3,960.00 GRAND TOTAL for 3 Year Contract $ 29,040.00 2 ESP Agreement v6.1 Real Time Networks Inc.,Unit 16,1833 Coast Meridian Rd Port Coquitlam,British Columbia,V3C 6G5 P-25-259 Real Time Networks June 12, 2025 Real Time1 EXTENDED SERVICE PLAN AGREEMENT Networks 1. Agreement agreed that the terms and conditions set forth herein shall not apply to any Customers These terms (Terms), together with the attached front signature page and any who have enrolled in the REALCARE Essential program. schedules attached thereto, constitute the entire extended service plan (ESP) 10. Return of Product agreement(Agreement)between Real Time Networks Inc.(Real Time Networks)and The Customer is responsible to put the defective Product in the packaging that the Customer. These Terms are the sole and exclusive Terms governing all ESP accompanied the advanced product replacement unit(s). If original packaging is not services provided by Real Time Networks,its agents,or subcontractors to Customer. available,Customer is responsible for contacting Real Time Networks for packaging Real Time Networks shall not be bound by any terms or conditions not set forth in this instructions and approval. Customer is responsible to ensure that product or part Agreement. returned to Real Time Networks is complete and has no missing components.In the 2. Definitions event of any failure to return Product(s)within thirty(30)days,Customer shall be liable (a) Product(s): The covered Product is as identified on the signature of this for the retail cost of any replacement Product(s).Incomplete returns will result in the Agreement. To be eligible to purchase an ESP,the Product(s)must be,in Customer being liable for the retail cost of the replacement Product. Real Time our sole reasonable opinion, in good operating condition and within its Networks may refuse delivery and return the materials to Customer,at the Customer's service life.Customer represents to us the Product(s)is in good operating cost, if any Product or component is returned without an RMA number. condition. Notwithstanding anything in this Section to the contrary,it is expressly understood and (b) Services means the support provided under the Customer's chosen ESP agreed that the terms and conditions set forth herein shall not apply to any Customers level as indicated on the signature page of this Agreement. who have enrolled in the REALCARE Essential program. (c) Software means the commercial release(s)of the KeyTracer software(for all 11. Testing of Returned Product versions 4.x or higher)or RTN Hub Software(for all versions 3.x or higher). Real Time Networks may,at its sole option,test the suspect Product for hardware 3. Term failures. In the event that such testing is performed,and no fault is found,Customer This Agreement will terminate on the Expiry Date,as indicated on the signature page shall be liable for the retail cost of any replacement Product(s). Upon Customer's of this Agreement. This Agreement is not renewable. request a diagnostic report will be provided. Notwithstanding anything in this Section 4. Subsequent Term(s) to the contrary,it is expressly understood and agreed that the terms and conditions At the Customer's sole discretion,Customer may,for eligible Product(s),purchase a set forth herein shall not apply to any Customers who have enrolled in the REALCARE new ESP.The cost of any subsequent ESP will reflect the age of the Product(s)and Essential program. amend the Services available on such Product(s). Failure by the Customer to 12. General Exclusions purchase a new ESP within sixty(60)days following the Expiry Date may result in the This Agreement does not cover Product that: (i) have unauthorized repairs or imposition of a reinstatement fee,to be determined at the sole discretion of Real Time installation, including and not limited to drilling holes or attaching foreign objects Networks. without prior approval from Real Time Networks;(ii)improper or inappropriate usage 5. Payment of the Product,including and not limited to abuse or intentional excessive force;(iii) Real Time Networks must receive payment in advance of providing any services under incorrect installation,electrical grounding,or operation;(iv)use in an environment for this Agreement. Credit card payments may be subject to an additional administrative which the Product was not designed; (v) non-conformance with installation, fee. environmental,mechanical or electrical requirements,or within thermal stress limits 6. Denial Of Service (vi)use of replacement parts not specifically authorized by Real Time Networks;(vii) Real Time Networks warrants that(i)all services to be provided under this Agreement installation of new or upgraded features except as authorized by Real Time Networks; will be performed in a good and workmanlike manner and at a standard meeting or (viii) defective third party Software or parts, faulty or inaccurate programming, or exceeding the overall industry standards of style,safety,maintenance,environmental operator error;(ix)to the extent that any malfunction is the result of:misuse,abuse, responsibility,cleanliness,appearance and quality,and(ii)all materials,materials and vandalism, neglect, improper installation or application, alteration, accident, or equipment delivered pursuant to the Agreement and/or used in the performance of the negligence in use, storage, transportation, or handling if the original identification services under this Agreement are merchantable,fit for the purpose for which they are markings on the Product have been removed,defaced or altered,lightning,electricity, intended and free from defects. water,fire, environment or other hazard, or act of God, or other impact outside of At any time and at its sole discretion,Real Time Networks reserves the right to normal operating guidelines;(x)damage caused from normal wear and tear,and(xi) deny any and all services under this ESP until payment has been received and acts,errors or omissions committed by Customer or Customer's representatives;shall processed. not be eligible under this ESP and Customer shall be charged for any 7. Protection against Data Loss replacement Product,including any shipping and handling. Customer acknowledges that Services provided under this Agreement may create a 13. Specific Exclusions risk of downtime,loss of data,programs,or business disruption.Customer agrees to Notwithstanding any other provisions contained in this Agreement,this Agreement be solely responsible to ensure all data is backed up or safeguarded prior to initiation does not include the following unless provided for under the applicable ESP Level of any Services. purchased, as indicated on the signature page of this Agreement: (i) additional 8. Contact for Service database objects; (ii)additional database users;(iii)server relocation assistance or Customer to contact technical support by either calling 1-800-331-2882 or email related services;(iv)merging of licenses or databases and any related services;(v) clientservices@realtimenetworks.com. Technical support will respond to Customer in replacement keys or locks(vi)replacement key cylinders;(vii)de-sealing tool; (viii) a timely manner based on ESP Level purchased,as indicated on the signature page ethernet cables; (ix) mounting tools, screwdrivers or similar items; (x) key module of this Agreement. Technical support may assist by(i) remote problem diagnosis location covers(plastic rings);(xi)hinge lubricant;(xii)key rings(any size);(xiii)key deemed necessary or desirable by Real Time Networks to reproduce the environment seals; (xiv) additional key fob(s) or key fob kits; (xv) tamper proof cables; (xvi) in which the errors or malfunctions occurred and to aid in understanding the errors or fingerprint prisms or similar items; (xviii) additional training; (xix) preventative malfunctions,or(ii)use commercially reasonable efforts to isolate and manage any maintenance of any kind; (xx)user administration of any kind, including importing, problems. Customer must contact technical support in advance of any Product move, activation, deactivation, role assignment or similar; (xxi) hardware replacements, rework, rewiring, parts replacement or equipment manipulation,failure to do so will exchanges or upgrades of any type,unless it is part of an eligible Advanced Product result in voiding this ESP under this Agreement. Real Time Networks agrees to obtain Replacement;or(xxii)items considered to be defective due to normal wear and tear. Customer's consent prior to incurring any reimbursable costs or expenses or providing 14. Purchase Discounts any optional or additional services or materials to Customer.Customer shall not be Offers of any discounts against future Product purchases under any of the applicable responsible for paying any fees for services or reimbursing any costs or expenses ESP Level purchased,as indicated on the signature page of this Agreement,will only unless expressly pre-approved by the Customer be honoured by Real Time Networks Inc., under the following conditions: (i) the 9. Advanced Product Replacement Payment referred to in Section 5 has been received in full;(ii)a valid purchase order In the event that the technical support determines that the Product problems indicate has been issued by the company before the Expiry Date of this Agreement;and(iii)in a hardware failure, and the errors or malfunctions cannot be rectified, Real Time the sole opinion of Real Time Networks,the Customer's account is in good standing. Networks shall issue a Return Material Authorization(RMA)number. Customer shall Notwithstanding anything in this Section to the contrary,it is expressly understood and return the defective Product with the freight prepaid,in accordance with any special agreed that the terms and conditions set forth herein shall not apply to any Customers shipping instructions provided by Real Time Networks,and shall reference the RMA who have enrolled in the REALCARE Essential program. number on all shipping documents and in any subsequent communications regarding 15. After Hours Support the defective Product.Customer agrees to return the defective Product,freight and Notwithstanding any other provisions contained in this Agreement,unless provided for insurance prepaid within thirty(30)days of RMA issuance. Real Time Networks will under the applicable ESP Level purchased,as indicated on the signature page of this arrange for the replacement Product to be shipped to the Customer,based on ESP Agreement,all customer service calls outside our normal service hours,as may be Level purchased,as indicated on the signature page of this Agreement. Customerwill determined solely and exclusively by Real Time Networks, may be subject to an be responsible for any expedited shipping costs, as necessary. At Real Time additional fee, determined by multiplying the aggregate time spent assisting, Networks'sole discretion, Products may reach end-of-life(EOL). Replacements for researching, and correcting a customer service issue or problem by the applicable EOL Product may be available from third parties and/or may be sold by Real Time hourly rate in effect at the time the customer service call is received. Real Time Networks. This ESP does not cover third party replacement of EOL Product(s). Networks will advise the Customer of the applicability of charges and rates in effect at Notwithstanding anything in this Section to the contrary,it is expressly understood and the time the after-hours call is accepted.Customer will need to agree to the charges in writing prior to any assistance or additional assistance is provided. Real Time 3 ESP Agreement v6.1 Real Time Networks Inc.,Unit 16,1833 Coast Meridian Rd Port Coquitlam,British Columbia,V3C 6G5 P-25-259 Real Time Networks June 12, 2025 Real Time1 EXTENDED SERVICE PLAN AGREEMENT Networks Networks has the right to deny after hours service if the Customer fails to agree to the canceling meetings or events)to a governmental warning affecting local or national additional fees. security,or any like causes beyond its control (each,a"Force Majeure Event"). A 16. Software party wishing to take advantage of the relief provided in this section must,as soon as Real Time Networks shall provide the latest Software based on the Product(s)covered practical,advise the other party in writing of the existence of the Force Majeure event under this Agreement. Real Time Networks shall determine the content and frequency and the estimated time of its duration. The parties shall cooperate to ascertain the of Software at its own discretion.Customer shall have access to Real Time Networks facts and the effect of the delay on this Agreement and shall make appropriate technical support for support of the Software covered under this ESP. Use of the adjustments where necessary. Software is subject to this Agreement,as may be amended from time to time. 25. Assignment Software defects may be repaired,at Real Time Networks'sole option,either by(1) This Agreement may not be assigned by either party without prior written consent of issuing a new version to the Software that includes the repair;or(2)issuing a patch the other party,which will not be unreasonably withheld. or equivalent mechanism to repair the existing version of the Software.All Software, 26. Applicable Law Firmware, applications, cloud applications and products provided by third If the Customer makes a claim against Real Time Networks for any alleged error, parties are not covered by this ESP.As new Software is released the Product(s) omission,or other act arising out of the performance of this Agreement,the Agreement may require additional hardware for the Product(s)to take advantage of such shall be governed by the laws of the Province of British Columbia notwithstanding its new features.Any required new hardware is not included under this ESP.Real conflicts of laws, provisions, and the parties have agreed that the United Nations Time Networks'liability for property damage and financial loss shall be excluded if Convention for International Sale of Goods(and any successor laws)shall not govern either the Customer or a third party contracted by the Customer causes the error this Agreement. In the event of any dispute or other proceeding in respect of the triggering the damages by improper installation of the latest Software.Liability shall Products or services under this Agreement or any relationship arising between the also be excluded if the Customer noticed or could have noticed an error and did not parties under this Agreement,the parties hereby irrevocably submit to the exclusive report such error to Real Time Networks immediately.Real Time Networks'liability for jurisdiction of the Courts of the Province of British Columbia. property damage and financial loss is excluded if the Customer delayed the installation If Real Time Networks makes a claim against the Customer for any action or the latest Software. Bug fixes are only available in the latest Software,even if proceeding arising out of or relating to this Agreement, the Agreement shall be earlier versions of the Software are still available from Real Time Networks. governed by the laws located in the jurisdiction where the Product is located. 17. Firmware The parties irrevocably and unconditionally consent to the exclusive jurisdiction of Updates for embedded Firmware are provided for all connected hardware devices such courts and waive any claim or objection to the exclusive jurisdiction of such supplied by the manufacturer.The Customer shall not be entitled to the inclusion of courts,including but not limited to objections based on lack of jurisdiction,improper additional functionalities and enhancements to the supported hardware. venue,or forum non conveniens. Firmware defects may be repaired,at Real Time Networks'sole option,either by(1) 27. Intellectual Property Indemnification issuing a new version to the Software and/or Firmware that includes the repair;or(2) REAL TIME NETWORKS WILL DEFEND AND INDEMNIFY CUSTOMER,AGAINST issuing a patch or equivalent mechanism to repair the existing version of the Software ANY THIRD PARTY CLAIM THAT THE SOFTWARE, DELIVERABLES, OR and/or Firmware. SERVICES INFRINGE ON THE THIRD PARTY's PATENT, TRADEMARK, In the event the Product(s)requires a Firmware update to support upgrading to the COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT latest Software,where applicable,the Customer shall be responsible for all shipping (EACH, A "CLAIM"), AND INDEMNIFY CUSTOMER FROM ALL RESULTING costs of an upgrade tool to support the Firmware update. In the event the Customer LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE does not return the upgrade tool,the Customer will be liable for the retail cost of the ATTORNEYS' FEES). REAL TIME NETWORKS MAY SETTLE, AT ITS SOLE replacement upgrade tool. EXPENSE,ANY INDEMNIFIED CLAIM FOR WHICH COMPANY IS RESPONSIBLE All Software,Firmware,applications,cloud applications and products provided UNDER THIS SECTION. Real Time Network's indemnification obligations hereunder by third parties are not covered by this ESP. shall not apply for any claim of infringement to the extent based on any modification 18. On-Site Services Not Covered of the Software, Deliverables, and/or Services by an entity other than Real Time On-site services are not included under this Agreement. Upon request by the Networks or any use of the Software, Deliverables, and/or Services in combination Customer,Real Time Networks will provide a quotation for any on-site services. Real with other Software,Deliverables,and/or Services not furnished or approved by Real Time Networks may authorize and use one or more third parties to provide the Time Networks. Services under this Agreement.Subcontractor(s)shall comply with the terms of this 28. General Agreement. (a) This Agreement is the complete and entire understanding between Real 19. Limitation of Liability Time Networks and Customer and supersedes all prior agreements, Under no circumstances shall Real Time Networks be liable to Customer for any proposals, representations,statements,or understandings whether written consequential,incidental,or special damages,including,but not limited to lost profits, or oral on this subject between them. lost data,or lost goodwill. Real Time Networks'maximum liability in any claim arising (b) The headings of the sections in these terms and conditions are included for out of this Agreement will not exceed the amount which the Customer has paid to Real convenience only and are not to be used in construing or interpreting the Time Networks for this Agreement. provisions hereof. 20. Intellectual Property Rights (c) All notices required to be given pursuant to the provisions hereof shall be in Real Time Networks owns the entire right,title,and interest in and to all intellectual writing and shall be deemed given and delivered upon actual receipt by the property rights in and relating to the design of the Products and the provision of the party to whom it is addressed or sent by e-mail Services and any software,firmware,knowledge,or other technology developed by (clientservices@realtimenetworks.com). Notices deposited in the mail will Real Time Networks in the performance of this Agreement.All information regarding be sent certified mail,return receipt requested,with postage pre-paid,and the Products and services(that is not publicly available)is the confidential information addressed as set forth: Real Time Networks Inc. Unit 16, 1833 Coast of Real Time Networks and shall not be used by the Customer except in connection Meridian Rd Port Coquitlam,British Columbia,V3C 6G5,Canada,Attention: with using the Products for its own internal business purposes. Customer shall not CEO.Notices to the Customer,will be sent to the Customer to the address reverse engineer the Products or services or copy the Products or services(or any as indicated on the signature page of this Agreement. aspect or part thereof)for any purpose whatsoever. (d) Real Time Networks reserves the right to charge for performance of services, 21. Independent Contractor maintenance, support, or other activities requested by Customer that are Real Time Network's relationship with the Customer under this Agreement is that of outside the scope of this Agreement. an independent contractor and not partner, joint venturer, joint employer, agent, (e) Any information exchanged between us is not confidential or proprietary, employee or any other capacity,and neither Real Time Networks nor the Customer including any information you disclose over the phone or electronically. shall represent to any other person that Real Time Network's relationship to the (f) If any provision of this Agreement is deemed unenforceable or void, the Customer under this Agreement is other than that of an independent contractor. remaining provisions shall remain in full force and effect. 22. Insurance (g) Neither of us will bring a legal action arising out of or related to this During the term of this Agreement, Real Time Networks shall maintain Commercial Agreement or Service more than two years after the cause of action arose General Liability coverage containing bodily injury and property damage limits of not unless otherwise provided by applicable law without the possibility of waiver less than$2,000,000.00 per occurrence and$2,000,000 in the aggregate. by contract. 23. Licenses 29. Limited Waiver of Sovereign Immunity During the term of the Agreement,Real Time Networks will maintain in full force and If the Customer has sovereign immunity, Customer hereby agrees to waive its effect all necessary permits, licenses, and other federal, state, provincial or local sovereign immunity solely in connection with disputes or claims arising under this authorizations required to perform the services under the Agreement. Agreement,provided that(1)this waiver is limited to the recovery of no more than 24. Force Majeure the amount of this Agreement;and(2)this waiver does not extend to nor allow Each party shall be excused from performing its obligations under this Agreement if it any award of punitive damages against Customer. This limited waiver of is prevented or delayed in such performance by conditions that constitute force sovereign immunity is solely forthe benefit of Real Time Networks,and Customer, majeure, such as acts of God, acts of terrorism, acts of the public enemy, labor by granting this limited waiver of sovereign immunity to Real Time Networks,does disturbances,authority of law,fire or explosion,war,insurrection,a party's reasonable not otherwise waive its sovereign immunity as to anyone other than Real Time response (by way of example and not limitation, such as taking evasive action or Networks. 4 ESP Agreement v6.1 Real Time Networks Inc.,Unit 16,1833 Coast Meridian Rd Port Coquitlam,British Columbia,V3C 6G5