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HomeMy WebLinkAboutP-25-358 Nokia of America.pdf P-25-358 County of Fresno 1 LIMITED SERVICE AGREEMENT 2 This Limited Service Agreement ("Agreement") is dated July 17, 2025 and is 3 between Nokia of America Corporation, a Delaware corporation ("Contractor"), and the County 4 of Fresno, a political subdivision of the State of California ("County"). 5 Recitals 6 A. The County has need for maintenance, repair, and upgrades for the County Nokia 7 Microwave. 8 B. The County previously entered into a Dell Financing Agreement for the purchase and 9 maintenance of a Nokia Microwave. This Nokia Microwave allows for signals received and 10 transmitted from and to County radio towers to be extended across larger distances. County 11 radio towers support and maintain vital health and safety communication systems for the 12 surrounding areas. The functionality of these radio towers and the extended distance the signal 13 travels are essential to maintaining safety operations in the County. 14 C. The County and the Contractor now desire to enter into an agreement through a 15 suspension of competition for maintenance, repair, and upgrades for the County Nokia 16 Microwave. 17 The parties therefore agree as follows: 18 Article 1 19 Contractor's Services 20 1.1 Scope of Services. The Contractor shall perform all of the services provided in 21 Exhibit A ("Services") to this Agreement, titled "Scope of Services"). 22 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and 23 able to perform all of the Services provided in this Agreement. 24 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all 25 applicable federal, state, and local laws and regulations in the performance of its obligations 26 under this Agreement, including but not limited to workers compensation, labor, and 27 confidentiality laws and regulations. 28 1 P-25-358 County of Fresno 1 Article 2 2 County's Responsibilities 3 2.1 The County shall provide a County representative who will serve as point of contact 4 for the Contractor in fulfillment of its duties under this Agreement ("County Representative"). 5 The County Representative will be the Director of Internal Services/Chief Information Officer 6 ("CIO") and/or their designee. 7 2.2 The County will follow present practices as outlined in Exhibit A. 8 Article 3 9 Compensation, Invoices, and Payments 10 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for 11 the performance of its Services under this Agreement as described in Exhibit B. 12 3.2 Maximum Compensation. The maximum compensation payable to the Contractor 13 under this Agreement is $52,904 for the first year of the Agreement, the total of which includes a 14 five percent buffer per subsequent year to account for the potential, but not guaranteed, annual 15 price increases after year one. The maximum compensation payable to the Contractor is 16 $34,676.25 for the second year of the Agreement. The maximum compensation payable to the 17 Contractor is $34,676.25 for the third year of the Agreement. The maximum compensation 18 payable to the Contractor is $34,676.25 for the fourth year of the Agreement. The maximum 19 compensation payable to the Contractor is $34,676.25 for the fifth and final year of the 20 Agreement. The total maximum compensation for the entire five-year Agreement is $191,609. 21 In the event that the maximum compensation is not fully expended, the remaining unspent 22 funding amounts shall roll over to each subsequent annual term's established maximum 23 compensation. 24 The Contractor acknowledges that the County is a local government entity, and does so with 25 notice that the County's powers are limited by the California Constitution and by State law, and 26 with notice that the Contractor may receive compensation under this Agreement only for 27 Services performed according to the terms of this Agreement and while this Agreement is in 28 effect, and subject to the maximum amount payable under this section. The Contractor further 2 P-25-358 County of Fresno 1 acknowledges that County employees have no authority to pay the Contractor except as 2 expressly provided in this Agreement. 3 3.3 Invoices. The Contractor shall submit invoices to the County in advance of each 4 year referencing the provided agreement number to the County of Fresno, Information 5 Technology Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA 6 93612, itsdbusinessoffice(a�fresnocountyca.gov. 7 3.4 Payment. The County shall pay each correctly completed and timely submitted 8 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's 9 address specified in the invoice. 10 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and 11 expenses that are not specified as payable by the County under this Agreement. 12 Article 4 13 Term of Agreement 14 4.1 Term. This Agreement is effective on May 1, 2025, and terminates on April 30, 2030 15 or Article 6, "Termination and Suspension," below. 16 Article 5 17 Notices 18 5.1 Contact Information. The persons and their addresses having authority to give and 19 receive notices provided for or permitted under this Agreement include the following: 20 For the County: 21 Director of Information Technology Services County of Fresno 22 333 W. Pontiac Way Clovis, CA 93612 23 itsdadminoffice@fresnocountyca.gov 24 For the Contractor: Attn: Head of Legal and Compliance North America 25 3201 Olympus Boulevard Dallas, Texas 75019 26 [With a copy to north_america.legal@nokia.com 27 28 3 P-25-358 County of Fresno 1 5.2 Change of Contact Information. Either party may change the information in section 2 5.1 by giving notice as provided in section 5.3. 3 5.3 Method of Delivery. Each notice between the County and the Contractor provided 4 for or permitted under this Agreement must be in writing, state that it is a notice provided under 5 this Agreement, and be delivered either by personal service, by first-class United States mail, by 6 an overnight commercial courier service, or by Portable Document Format (PDF) document 7 attached to an email. 8 (A) A notice delivered by personal service is effective upon service to the recipient. 9 (B) A notice delivered by first-class United States mail is effective three County 10 business days after deposit in the United States mail, postage prepaid, addressed to the 11 recipient. 12 (C)A notice delivered by an overnight commercial courier service is effective one 13 County business day after deposit with the overnight commercial courier service, 14 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 15 the recipient. 16 (D)A notice delivered by PDF document attached to an email is effective when 17 transmission to the recipient is completed (but, if such transmission is completed outside 18 of County business hours, then such delivery is deemed to be effective at the next 19 beginning of a County business day), provided that the sender maintains a machine 20 record of the completed transmission. 21 5.4 Claims Presentation. For all claims arising from or related to this Agreement, 22 nothing in this Agreement establishes, waives, or modifies any claims presentation 23 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 24 of Title 1 of the Government Code, beginning with section 810). 25 Article 6 26 Termination and Suspension 27 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 28 contingent on the approval of funds by the appropriating government agency. If sufficient funds 4 P-25-358 County of Fresno 1 are not allocated, then the County, upon at least 30 days' advance written notice to the 2 Contractor, may: 3 (A) Modify the Services provided by the Contractor under this Agreement; or 4 (B) Terminate this Agreement. 5 6.2 Termination for Breach. 6 (A) Upon determining that a breach (as defined in paragraph (C) below) has 7 occurred, the County may give written notice of the breach to the Contractor. The written 8 notice may suspend performance under this Agreement, and must provide at least 30 9 days for the Contractor to cure the breach. 10 (B) If the Contractor fails to cure the breach to the County's satisfaction within the 11 time stated in the written notice, the County may terminate this Agreement immediately. 12 (C) For purposes of this section, a breach occurs when, in the determination of the 13 County, the Contractor has: 14 (1) Obtained or used funds illegally or improperly; 15 (2) Failed to materially comply with the terms of this Agreement; 16 (3) Submitted a substantially incorrect or incomplete report to the County; or 17 (4) Improperly performed any of its material obligations under this Agreement. 18 6.3 Termination without Cause. In circumstances other than those set forth above, the 19 County may terminate this Agreement by giving at least 30 days advance written notice to the 20 Contractor. 21 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County 22 under this Article 6 is without penalty to or further obligation of the County. 23 6.5 County's Rights upon Termination. Upon termination for breach under this Article 24 6, the County may demand repayment by the Contractor of any monies disbursed to the 25 Contractor under this Agreement that, in the County's sole judgment, were not expended in 26 compliance with this Agreement. The Contractor shall promptly refund all such monies upon 27 demand. This section survives the termination of this Agreement. 28 5 P-25-358 County of Fresno 1 Article 7 2 Independent Contractor 3 7.1 Status. In performing under this Agreement, the Contractor, including its officers, 4 agents, employees, and volunteers, is at all times acting and performing as an independent 5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 6 venturer, partner, or associate of the County. 7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the 8 manner or method of the Contractor's performance under this Agreement, but the County may 9 verify that the Contractor is performing according to the terms of this Agreement. 10 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no 11 right to employment rights or benefits available to County employees. The Contractor is solely 12 responsible for providing to its own employees all employee benefits required by law. The 13 Contractor shall save the County harmless from all matters relating to the payment of the 14 Contractor's employees, including compliance with Social Security withholding and all related 15 regulations. 16 7.4 Services to Others. The parties acknowledge that, during the term of this 17 Agreement, the Contractor may provide services to others unrelated to the County. 18 Article 8 19 Indemnity and Defense and Limitation of Liability 20 8.1 Indemnity. The Contractor agrees to indemnify, defend and save harmless the 21 County, its officers, agents and employees from any and all third-party claims, costs (including 22 without limitation reasonable attorneys' fees), and losses due to the injury or death of any 23 individual, or the loss or damage to any real or tangible personal property, resulting from 24 negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, 25 employees, suppliers, or laborers furnishing or supplying work, services, materials, or supplies 26 in connection with the performance of this Contract. Such defense and payment will be 27 conditional upon the following: The County will notify the Contractor of any such claim in writing 28 and tender the defense thereof within a reasonable time; and the Contractor will have sole 6 P-25-358 County of Fresno 1 control of the defense of any action on such claim and all negotiations for its settlement or 2 compromise; provided that (i) when substantial principles of government or public law are 3 involved, when litigation might create precedent affecting future County operations or liability, or 4 when involvement of the County is otherwise mandated by law, the County may participate in 5 such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) 6 where a settlement would impose liability on the County, affect principles of California 7 government or public law, or impact the authority of the County, the County will have the right 8 to approve or disapprove any settlement or compromise, which approval will not unreasonably 9 be withheld or delayed; and (iii) the County will reasonably cooperate in the defense and in any 10 related settlement negotiations. 11 8.2 Limitation of Liability. 12 (A) Contractor and County acknowledge that they have negotiated the Price (among 13 other things) in consideration of their agreement to limit certain of Contractor's liabilities. 14 Notwithstanding anything to the contrary, in no event will Contractor or any of its 15 suppliers or licensors be liable for any lost profits, lost revenues, lost data or other 16 economic losses, indirect, exemplary, punitive, consequential or incidental damages, 17 however caused and regardless of whether such damages are foreseeable or whether 18 Contractor has been advised of their possibility. 19 (B) Except for a claim for personal injury proximately caused by Contractor, 20 Contractor's liability for any claim arising out of this Agreement will be limited to actual, 21 provable direct damages not to exceed the Price of the Product or Service that is the 22 subject of such claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO 23 EVENT WILL CONTRACTOR'S CUMULATIVE LIABILITY FOR ALL CLAIMS, LOSSES, 24 DAMAGES AND EXPENSES OF COUNTY ARISING OUT OF OR RELATED TO THIS 25 AGREEMENT EXCEED ONE-HUNDRED PERCENT (100%) OF THE PURCHASE 26 ORDER UNDER WHICH CONTRACTOR'S POTENTIAL CUMULATIVE LIABILITY FOR 27 COUNTY DAMAGES, CLAIMS, LOSSES, AND EXPENSES UNDER THIS 28 AGREEMENT, ASIDE FROM DAMAGES RELATED TO PERSONAL INJURY CLAIMS, 7 P-25-358 County of Fresno 1 ARE LIMITED TO THE ENTIRE AMOUNT OF THE RELEVANT PURCHASE ORDER 2 UNDER WHICH THE CONTRACTOR'S LIABILITY ARISES. 3 (C)Any exclusion or limitation of liability in this Agreement shall not apply to any 4 liability which cannot be excluded or limited (as the case may be) as a matter of 5 applicable law. 6 8.3 Survival. This Article 8 survives the termination of this Agreement. 7 Article 9 8 Insurance 9 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this 10 Agreement. 11 Article 10 12 Inspections, Audits, and Public Records 13 10.1 Inspection of Documents. The Contractor shall make available to the County, and 14 the County may examine during business hours, all of the Contractor's records and data with 15 respect to the matters covered by this Agreement, excluding attorney-client privileged 16 communications. The Contractor shall, upon reasonable advance written request by the County, 17 permit the County to audit and inspect all of such records and data to ensure the Contractor's 18 compliance with the terms of this Agreement. 19 10.2 State Audit Requirements. If the compensation to be paid by the County under this 20 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the 21 California State Auditor, as provided in Government Code section 8546.7, for a period of three 22 years after final payment under this Agreement. This section survives the termination of this 23 Agreement. 24 10.3 Public Records. The County is not limited in any manner with respect to its public 25 disclosure of this Agreement or any record or data that the Contractor may provide to the 26 County. The County's public disclosure of this Agreement or any record or data that the 27 Contractor may provide to the County may include but is not limited to the following: 28 8 P-25-358 County of Fresno 1 (A) The County may voluntarily, or upon request by any member of the public or 2 governmental agency, disclose this Agreement to the public or such governmental 3 agency. 4 (B) The County may voluntarily, or upon request by any member of the public or 5 governmental agency, disclose to the public or such governmental agency any record or 6 data that the Contractor may provide to the County, unless such disclosure is prohibited 7 by court order. 8 (C)This Agreement, and any record or data that the Contractor may provide to the 9 County, is subject to public disclosure under the Ralph M. Brown Act (California 10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 11 (D)This Agreement, and any record or data that the Contractor may provide to the 12 County, is subject to public disclosure as a public record under the California Public 13 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning 14 with section 7920.200) ("CPRA"). 15 (E) This Agreement, and any record or data that the Contractor may provide to the 16 County, is subject to public disclosure as information concerning the conduct of the 17 people's business of the State of California under California Constitution, Article 1, 18 section 3, subdivision (b). 19 (F) Any marking of confidentiality or restricted access upon or otherwise made with 20 respect to any record or data that the Contractor may provide to the County shall be 21 disregarded and have no effect on the County's right or duty to disclose to the public or 22 governmental agency any such record or data. 23 10.4 Public Records Act Requests. If the County receives a written or oral request 24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, 25 and which the County has a right, under any provision of this Agreement or applicable law, to 26 possess or control, then the County may demand, in writing, that the Contractor deliver to the 27 County, for purposes of public disclosure, the requested records that may be in the possession 28 or control of the Contractor. Within five business days after the County's demand, the 9 P-25-358 County of Fresno 1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's 2 possession or control, together with a written statement that the Contractor, after conducting a 3 diligent search, has produced all requested records that are in the Contractor's possession or 4 control, or (b) provide to the County a written statement that the Contractor, after conducting a 5 diligent search, does not possess or control any of the requested records. The Contractor shall 6 cooperate with the County with respect to any County demand for such records. If the 7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the 8 CPRA or other applicable law, it must deliver the record or data to the County and assert the 9 exemption by citation to specific legal authority within the written statement that it provides to 10 the County under this section. The Contractor's assertion of any exemption from disclosure is 11 not binding on the County, but the County will give at least 10 days' advance written notice to 12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption 13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs 14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption, 15 failure to produce any such records, or failure to cooperate with the County with respect to any 16 County demand for any such records. 17 Article 11 18 Disclosure of Self-Dealing Transactions 19 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, 20 or changes its status to operate as a corporation. 21 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a 22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a 23 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to 24 the County before commencing the transaction or immediately after. 25 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is 26 a party and in which one or more of its directors, as an individual, has a material financial 27 interest. 28 10 P-25-358 County of Fresno 1 Article 12 2 General Terms 3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this 4 Agreement may not be modified, and no waiver is effective, except by written agreement signed 5 by both parties. The Contractor acknowledges that County employees have no authority to 6 modify this Agreement except as expressly provided in this Agreement. 7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations 8 under this Agreement without the prior written consent of the other party. 9 12.3 Governing Law. The laws of the State of California govern all matters arising from 10 or related to this Agreement. 11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 12 County, California. The Contractor consents to California jurisdiction for actions arising from or 13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 14 brought and maintained in Fresno County. 15 12.5 Construction. The final form of this Agreement is the result of the parties' combined 16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be 17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement 18 against either party. 19 12.6 Days. Unless otherwise specified, "days" means calendar days. 20 12.7 Headings. The headings and section titles in this Agreement are for convenience 21 only and are not part of this Agreement. 22 12.8 Severability. If anything in this Agreement is found by a court of competent 23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 26 intent. 27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall 28 not unlawfully discriminate against any employee or applicant for employment, or recipient of 11 P-25-358 County of Fresno 1 services, because of race, religious creed, color, national origin, ancestry, physical disability, 2 mental disability, medical condition, genetic information, marital status, sex, gender, gender 3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 4 all applicable State of California and federal statutes and regulation. 5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 6 of the Contractor under this Agreement on any one or more occasions is not a waiver of 7 performance of any continuing or other obligation of the Contractor and does not prohibit 8 enforcement by the County of any obligation on any other occasion. 9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 10 between the Contractor and the County with respect to the subject matter of this Agreement, 11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 12 publications, and understandings of any nature unless those things are expressly included in 13 this Agreement. If there is any inconsistency between the terms of this Agreement without its 14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 16 exhibits. 17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to 18 create any rights or obligations for any person or entity except for the parties. 19 12.13 Agent for Service of Process. The Contractor represents to County that the 20 Contractor's agent for service of process in California, and that such agent's address for 21 receiving such service of process in California, which information the Contractor shall maintain 22 with the office of the California Secretary of State, is as follows: 23 CSC — LAWYERS INCORPORATING SERVICE 24 2710 Gateway Oaks Drive, Suite 150N 25 Sacramento, CA 95833 26 Sacramento County 27 The Contractor further represents to the County that if the Contractor changes its agent for 28 service of process in California, or the Contractor's agent for service of process in California 12 P-25-358 County of Fresno 1 changes its address for receiving such service of process in California, which changed 2 information the Contractor shall maintain with the office of the California Secretary of State, the 3 Contractor shall give the County written notice thereof within five (5) calendar days thereof 4 pursuant to Article 5 of this Agreement. 5 12.14 Authorized Signature. The Contractor represents and warrants to the County that: 6 (A) The Contractor is duly authorized and empowered to sign and perform its 7 obligations under this Agreement. 8 (B) The individual signing this Agreement on behalf of the Contractor is duly 9 authorized to do so and his or her signature on this Agreement legally binds the 10 Contractor to the terms of this Agreement. 11 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by 12 electronic signature as provided in this section. 13 (A) An "electronic signature" means any symbol or process intended by an individual 14 signing this Agreement to represent their signature, including but not limited to (1) a 15 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 16 electronically scanned and transmitted (for example by PDF document) version of an 17 original handwritten signature. 18 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 19 equivalent to a valid original handwritten signature of the person signing this Agreement 20 for all purposes, including but not limited to evidentiary proof in any administrative or 21 judicial proceeding, and (2) has the same force and effect as the valid original 22 handwritten signature of that person. 23 (C)The provisions of this section satisfy the requirements of Civil Code section 24 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 25 Part 2, Title 2.5, beginning with section 1633.1). 26 (D) Each party using a digital signature represents that it has undertaken and 27 satisfied the requirements of Government Code section 16.5, subdivision (a), 28 13 P-25-358 County of Fresno 1 paragraphs (1)through (5), and agrees that each other party may rely upon that 2 representation. 3 (E) This Agreement is not conditioned upon the parties conducting the transactions 4 under it by electronic means and either party may sign this Agreement with an original 5 handwritten signature. 6 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an 7 original, and all of which together constitute this Agreement. 8 [SIGNATURE PAGE FOLLOWS] 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14 P-25-358 County of Fresno 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 NOKIA OF AMERICA CORPORATION COUNTY OF FRESNO 3 LL4070 B�alikbUl'l1 Digitally signed by Riley Blackburn 4 Vonja Shields-Fleet(Jul 11,2025 14:08 CDT) RileyR Date:2025.07.17 13:22:57-07'00' 5 Riley Blackburn, Purchasing Manager Vonja Shields-Fleet], 6 Commercial Contract Manager 7 Date: 11 -J u I-2025 8 9 10 NOKIA OF AMERICA CORPORATION 11 L 12 i 7e 1�( Waii Jeff Pittm�an(Jul 11,202514:32 CDT) 13 Jeff Pittman 14 Head of Enterprise MU, Mobile Networks 15 Date: 11 -J u 1-2025 16 3201 Olympus Blvd Dallas, TX 75019 17 18 For accounting use only: 19 Org No.: 8905 20 Account No.: 7205 Fund No.: 1020 21 Subclass No.:10000 22 23 24 25 26 27 28 15 Exhibit A P-25-358 County of Fresno "Scope of Work" County of Fresno Microwave Technical Support Services Statement of Work #24.US.364341 KO < 1A A-1 Nokia Confidential&Proprietary Information P-25-358 Exhibit A County of Fresno No<1a © ® © o ©Nokia 2024. All rights reserved. About Nokia At Nokia, we create technology that helps the world act together. As a B2Btechnology innovation leader,we are pioneering the future where networks meet cloud to realize the full potential of digital in every industry. Through networks that sense, think and act,we work with our customers and partners to create the digital services and applications of the future. http://www.nokia.com u http://networks.nokia.com Nokia Confidential&Proprietary Information A-2 Exhibit A P-25-358 KO<IA County of Fresno Table of Contents 1 Introduction......................................................................................................5 2 Software Support Services..............................................................................5 2.1 Services Description...........................................................................5 2.2 Deliverables........................................................................................6 2.3 Supported Products and Software......................................................6 2.4 Services Levels...................................................................................7 2.5 Share of Responsibilities....................................................................10 2.6 Customer's Obligations......................................................................13 3 Advanced Exchange Services.........................................................................13 3.1 Nokia Responsibilities.........................................................................13 3.2 Share of Responsibilities....................................................................14 3.3 General Terms and Conditions...........................................................16 3.4 Defective Return Delivery...................................................................16 3.5 Warranty Period..................................................................................17 3.6 Hardware Services Extended Life (EL) Amendment..........................17 4 Software Subscription Plan (SS.P.)....................................................................18 4.1 Nokia Responsibilities.........................................................................18 4.2 Limitations...........................................................................................19 4.3 Conditions..........................................................................................20 4.4 Possible New Release Roadmaps.....................................................20 4.5 Customer Responsibilities..................................................................20 5 Exclusions........................................................................................................21 6 Additional Terms..............................................................................................24 6.1 Conditions..........................................................................................24 6.2 Change Management.........................................................................24 6.3 Acceptance........................................................................................25 6.4 Term...................................................................................................25 7 Pricing..............................................................................................................25 8 Entire Agreement.............................................................................................26 9 Glossary...........................................................................................................28 9.1 Definition of Terms for Software Support Services.............................28 9.2 Definition of Terms for Advanced Exchange Services.......................29 3/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-3 Exhibit A P-25-358 KO<ia County of Fresno 9.3 Definition of Terms for Software Subscription Plan............................31 10 Appendices......................................................................................................31 10.1 Software Support Services: Supported Products List (SP.L)...............31 10.2 Software Subscription Plan: Supported Products List (SPL)..............31 10.3 Hardware Support Services: Supported Products List (SPL.�.............32 4/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-4 Exhibit A P-25-358 KO<IA County of Fresno 1 Introduction This statement of work ("SOW") is effective as of the date of the last required signature below("Effective Date"), and describes the deliverables, the Parties' respective responsibilities and other conditions applicable for the provision of microwave technical support services ("Services") by Nokia of America Corporation ("Nokia")to County of Fresno("Customer"). Performance of the Services described in this SOW shall be governed by the terms of the Agreement, effective May 1, 2025, and entered into by and between Customer and Nokia , as amended ("Agreement"). The terms and conditions of the Agreement are incorporated herein by this reference as if fully set forth at length. No obligation to provide any of the Services described herein arises unless a purchase order for such Services, incorporating the terms of this SOW, has been issued by Customer and accepted by Nokia.In case of conflict between the terms of the Agreement and this SOW, the terms of this SOW shall prevail with respect to the subject matter contained herein. Nokia's performance of the Services described below is subject to the assumptions, exclusions and other conditions mentioned in this SOW. Nokia's Pro Support package is a key component of Nokia's Technical Support Services for Customer. Pro Support package consists of the following modules: dIL Mod of Module HW Replacement Services Access to Hardware Advanced ExchangEServices Self-Service Access to Nokia Support Portal for ticket creation and HW RMA Documentation Access to product and procedural documentation via Nokia Support Portal Software Updates Access to SW updates via Nokia Support Portal Technical Advice Access to Technical Support Notes, known faults and Change notes via Nokia Support Portal Digital Support Access to Nokia Discussion Forum for technical queries Remote Incident Handling Access to Global Nokia expertise 8x5 remotely for non-critical (8x5) incidents 24/7 Emergency Remote Access to Global Welcome Center and Global Nokia expertise Support (Critical Incidents) 24/7 for critical incidents 2 Software Support Services 2.1 ServiCEs Description Nokia will provide remote support Services within the agreed response times for the Supported Products, by answering product-related questions, troubleshooting assistance, providing diagnostic procedures, investigating suspected software defects, remedying errors, and malfunctions, and providing access to Patch - and Maintenance-releases, as they may become available ("Project"). For situations where part or all of the network's functionalities are not available, the Services comprising the Project will provide a method for fast restoration of Customer's 5/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-5 P-25-358 Exhibit A County of Fresno services or network equipment for Supported Products, including investigation, troubleshooting and continuous remote support byNokia's experts untilthe functionality is restored. 2.2 Deliverables Nokia D- - . . - Online access to Product-specific support content on the nokia.com website. Online content may include technical product support information, subscription services, and other facilities, all provided in the English language. Online access to Patch Releases, or Maintenance Releases for Supported Products, when available, and according to the life cycle defined for each Supported Product. Online access to Release documentation, describing improvements, minor enhancements, fault corrections as well as standard installation instructions and procedures for Patch Releases or Maintenance Releases in electronic format. Provide access for opening Ticket Requests, according to agreed Services level. Confirmation of Ticket Requests Troubleshooting of problems, via phone, or virtual private network, down to Supported Products component level, or sufficiently to exclude Supported Products as the root cause. In the event of Services disruption, providing support via phone, or virtual private network for restoring Supported Products to operational status by identifying defective hardware components or providing software and/or procedural workarounds, where feas ible. Provide solutions to problems by providing software and/or procedural workarounds, where feasible. Provide in case of material performance -affecting errors or malfunctions in the Software, corrective action to restore product performance. Such corrective action may, at the sole discretion of Nokia, initially include temporary patch changes followed by f urther modification of the Software to achieve removal of such material errors or malfunctions. Provide answers to technical queries and requests for information, relating to operational problems experienced in daily network operations and maintenance. 2.3 Supported Products and Software The Services described in this SOW are: i) Intended for Supported Products deployed in Customer's commercial communications network; and ii) Provided for issues detected in said Supported Products that are demonstrable in the currently supported releases of Software, running unaltered, and on an appropriate run - time-environment, as specified by Nokia. Coverage may be extended to Supported Products used in Customer's own lab for testing purposes before and during commercial use in or for Customer's network. In such events, Services will be provided during normal Business Hours without regard to the Support Level applicable to other Supported Products and subject to any specific non-production targets set forth in this SOW. Supported Software releases are defined by the life -cycle specific for each Supported Product or product line. 6/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-6 Exhibit A P-25-358 N0<1A County of Fresno Technical support Services willbe limited to Software releases that have not reached C10 (i.e.,End of Maintenance/Support/Repair),pursuant to the Nokia X Haulroadmap. The Services cover Supported Products: ■ Installed and integrated by Nokia, ■ Installed by Customer and certified by Nokia, or ■ Installed by Customer and trained by Nokia. In general,software corrections willbe provided either in a scheduled Maintenance Release or in the next Feature Release under development. Decisions regarding which versions of software to be updated, and whether to include a correction in a Maintenance Release (as opposed to including it in the next Feature Release), rests within Nokia's sole discretion. Software Maintenance and Software correction willbe granted until standard product C10 (i.e., end of maintenance/support/repair). 2.4 Services Levels Services Level defines the Services delivery targets and in addition, the Services Hours and Services access methods available toCustomer. All requests for assistance from Customer or Customer are considered as Ticket Requests. 2.4.1 Ticket Request Classification To determine the severity of a Ticket request, Nokia technical support personnel will confirm with Customer the impact of the reported problem to determine an appropriate classification ("TR Classification"). Where the Parties disagree on the TR Classification of a particular reported problem, Customer and Nokia technical representatives will discuss TR Classification in good faith to reach a mutually acceptable classification. In the event the Parties are unable to reach agreement on the TR Classification, Nokia reserves the right not to consider the reported problem within the overall SLA performance targets. Severity definitions for a Ticket Request(for all products, except FN ONT, MDU, CPE Equipment): Severity Critical issues are conditions under which a software/feature is inoperative and inability to use the licensed Product/Services having a critical effect on operations. These are conditions that severely affect the primary functionality of the product such as: ■ Product inoperability ■ A significant reduction in the performance (e.g., traffic/data handling Critical capability), such that designed-for loads cannot be managed ■ Any loss of emergency capability (e.g., emergency calls, duplex failure) • Safety hazard or risk of security breach. Due to the business impacting nature a Critical issue requires non -stop immediate corrective action until restoration, regardless of time of day or day of the week. 7/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work Exhibit A P-25-358 County of Fresno Severity Major issues are conditions under which a s oftware/feature is partially inoperative but is still usable. The product is usable, but a condition exists that seriously degrades the product operation, maintenance, or administration, etc., and requires attention during pre -defined standard hours to resolve the situation. The urgency is less than in critical situations because of a lesser immediate or impending effect on problem performance, operations, and revenue, such as: Major . Reduction in product's capacity (but still able to handle the designed-for load), (i.e., simplex failure - loss of redundancy) ■ Any loss of administrative or maintenance visibility of the product and/or diagnostic capability ■ Repeated degradation of an essential component or function • Degradation of the product's ability to provide anyrequired notification of malfunction. Severity Minor issues are conditions under which a software/feature is usable by the Customer, with limited impairment on the function(s) of the system. The condition is of a lesser severity than Critical or Major and is not critical to Minor overall operations and does not restrict such operations.By default,allissues occurring on non-production environments should be registered as incidents with minor priority,unless otherwise agreed by the Parties in writing. An Information Request is any product/technology related question that is Information not related to a reported problem with the Nokia product or technology.The Request answer to the question is the resolution for an information request, not the resolution of the underlying problem. 2.4.2 Services Delivery Outcomes The following outcomes,as defined,of the Services deliveries are to be used in assessing Nokia's Services performance: Initial Nokia's Services engineer attempts to make contact,typically via phone after response (Critical) initially reviewing the case. Response sent by Nokia's Services engineer after initially reviewing the case. Initial The information communicated in the Initial Response typically includes the response name of the contact person who will be handling the matter, the case (All others) identification details, a determination of the severity classification of the case,and possibly any requirements for additional information needed about the nature of the reported problem. Neutralization of the impact of Customer's services or network equipment in Restoration the event of Services disruption, where either part or all the network's functionalities are not available. Atemporary measure implemented to manage a problem and is intended to Temporary minimize harmful effects until a permanent solution may be implemented. A Temporary Solution may include operational advice or a modification and is Solution measured from time Nokia communicates the availability of a Temporary Solution to Customer. 8/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-8 Exhibit A P-25-358 KO<ia County of Fresno A procedural solution, or modification, or answer to address a problem is Solution made available. If the Solution is for a Software defect, the target shown is when the Software package that corrects the reported problem is made available. Solution A clarification and qualified answer to the question, containing information (Information related to operational problems experienced in the daily network operations Request) and maintenance activities. 2.4.3 Access Methods Customer's access to Services shallbe as follows: AccessServices . Services Critical 24/7, phone All Other 8x5, Nokia Support Portal 2.4.4 Services Delivery Targets and Services Hours Following Targets shall apply to Services outcomes in response to a Ticket Request within the scope of Services. If upon raising a Ticket Request, Customer immediately opens a Field Service Request ("FSR") directly with Nokia, the following table applies: Services Level: Gold Support Initial Restoration Temporary Availability Severity Response 2), 3), 4) Solution Solution 1) �_l 24x7x365 Critical 15 M 4 hours 2 BD 30 CD 8 x 5 Major 1 BH 7 CD 60 CD during Minor 8 BH Not applicable Not 120 CD Business Community/ applicable hours Discussion Forum 4 BH Not applicable Services delivery performance target is ninety (90%) percent. Performance is calculated by using a rolling average over twelve (12) months as follows: For all outcomes, due within a calendar month: (closed within the calendar month/ due within the calendar month) x 100% Please note that Remote Access to impacted systems in the network is mandatory to be able to effectively investigate and provide a Restoration, Temporary Solution or Solution delivery within agreed time periods. Please note that Services delivery performance target for lab/non -production Support Tickets are not applicable. Specific Notes (referenced in table): 1- Critical Ticket Requests can only be opened by phone. For Major, Minor Ticket Requests or Information Request can be opened via the web, 5 minutes will be added to all Respond targets submitted via Nokia's on -line web form. For Major and Minor Ticket Requests sent to Nokia via email, 60 minutes will be added to all Respond targets. 9/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-9 Exhibit A P-25-358 K0<lA County of Fresno 2- Restoration targets only apply to outage conditions (service or functionality)that can be entirely neutralized remotely. Customer personnel is required to be on-site during restoration. 3- Target does not apply when Supported Products are not installed in redundant configurations,if available. 4- If Customer requires a Services window (i.e., scheduled downtime of the network)to address a reported problem,the scheduled interval will not be included within the Restore time, since during the scheduled period Nokia cannot perform activities. If on-site intervention is required to resolve a hardware problem (e.g., replacing a faulty Supported Products),the Restore/Restoration target is temporarily suspended during that time period. It will restart once the hardware problem is corrected (e.g.,a new or repaired Supported Products is installed in the network). 2.4.5 Services Delivery Targets and End of Life If Customer requires Remote Technical Support under this SOW for a Supported Product for which the Feature Release or Maintenance Release is at end-of-life,the service request maybe rejected because the Services level defined in this SOW is not applicable to end- of-life product releases.If Nokia does accept the Services request under this SOW,the SLA tables of the Supported Product in this SOW shall not apply to the Services response provided by Nokia and any actions taken to provide Remote Technical Support shall be conducted with no service performance targets. After a Product discontinuation, in accordance with the X Haul official roadmap,technical support SLAB will continue to be supported with commercially reasonable efforts for the remaining term of this SOW. 2.5 Share of Responsibilities Customer - .. - Ensure that only submitters that are trained by Nokia on Operations and Maintenance of the Supported Products are entitled to report a Ticket Request. Customer shall keep updated and shared with Nokia both the list of entitled submitters and modifications to escalation chains. Ensure availability of employees which are trained by Nokia on Operations and Maintenance of the Supported Products to assist Nokia's personnel. This may include, without limitation, assistance in performing additional tests, and gathering additional infor mation. Ensure that the Supported Products are, over time, installed, configured, operated, administrated, and maintained in accordance with Nokia's applicable installation, configuration, operation, administration, and maintenance specifications. Ensure the implementation of all software updates, firmware updates and hardware changes required by Nokia within a reasonable time. For the Supported Products, Customer shall provide its own means to install fixes, patches, and updates, as and when made available by Nokia. Maintain a procedure external to the software programs for regular back -up (e.g., software, configuration) and for reconstruction of lost or altered files, data, and/or programs. 10/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-10 Exhibit A P-25-358 KO<ia County of Fresno Customer - .. - Ensure that adequate resources are made available to Supported Products, as defined in Supported Products' documentation. In case of a software only product, the resources include, but are not limited to, CPU, memory, I/O bandwidth, storage, and network communication response times. Set up infrastructure (e.g., hardware, software and connectivity related)to access the Product- specific support content of the nokia.com website. Provide to Nokia expert the login credentials and procedures to access the network (via network management system(s) or directly to specific network devices) Provide all information necessary for Nokia to provide the Services without delay on the Supported Products. This includes, without limitation: identification of the releases of the Supported Products; network configuration and recent configuration changes ; evidence of problem on the Supported Products; logs, traces and product diagnostic results for the Supported Products and for all the components of the environment of the Supported Products; evidence that resources allocation has been aligned with Suppor ted Product's needs, as defined in Supported Products' documentation; already performed actions; any information to help reproduce the conditions under which the trouble occurred. Include Severity Level of problem, Services disruption status, Supported Product name, contract number, submitter name & location, call -back telephone number and/or email address, system name & location, type, and serial and/or license number, and alternate contact. Perform initial problem diagnostics and analysis to isolate the problem to specific Supported Product. In the event of Services disruptions, perform first/ second line troubleshooting and correction attempts following the incident management process of network operations. 11 /32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-11 Exhibit A P-25-358 KO<ia County of Fresno • Responsibilities 71 Permit Remote Access to affected systems for Nokia's Services engineers, using a mutually acceptable solution that meets the following characteristics: ■ Is secure,for the purposes of protecting Customer's data ■ Performs at a minimum throughput of 20 MBytes/s in both directions ■ Provides a comprehensive view into the Supported Product (e.g., Product's Graphical User Interface) ■ Includes a mechanism to allow files to be transferred to Customer ■ Allows multiple connections (multi-session)for Nokia's Services engineers,if required ■ Supports continuous automatic streaming of network data, or machine-initiated transfer of network data,to Nokia. ■ Provides connectivity from a tool to Network elements ■ Provides permanent connectivity to Remote Access Solution (RAS)to Customer network, required for the collection of installed base and symptom data ■ Provides permanent connectivity to,but not limited to: • Nokia Customer Inventory Base (NCIB), • Nokia Preventive Troubleshooting Framework(PTF) • To support activities requested by Customer The solution should not: ■ Require a dedicated internet line ■ Require Nokia to possess a token from Customer Additional requirements: ■ Provide a minimum of three logins with passwords for Nokia technical support personnel three shareable accounts a login/password combination for set of Nokia support personnel, as specified by Nokia. ■ Customer shallprovide the infrastructure to enable the required permanent connection to the network. If Customer limits the permanent connection to its systems access in terms of availability, Services levels will not be available. Nokia shall, during the Term, have the right to introduce new, technologically advanced methods of providing and delivering the Services in an effort to reduce overall execution time of Services delivery, including software robotic automation, Remote Access including SSH, Secure Shell access to the network. The new methods will be in full compliance with the obligations contained in this agreement and shallnot constitute a Change Request or give rise to a Change control Procedure. Provide additional information within adequate time,proportional to Nokia's Services delivery targets. Perform follow-up and implementation of instructions, guidelines or any remedial advice provided by Nokia including installation of correction or corrective measures Provide verification of the delivered solution or confirmation of system restoration and closure of TRClassification within reasonable time,proportional to Nokia's Services delivery targets. AllowNokia to collect network inventory for the purposes of support Services(e.g.,notification of relevant Maintenance Releases and End of Life issues ). 12/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-12 Exhibit A P-25-358 K0<lA County of Fresno 7Provide tructions and templates for gathering of information from incidents tructions for opening Ticket Requests. Provide the login credentials and procedures to establish access to Nokia's online support systems. Provide deliverables stated in the Deliverables section, according to the targets set in the Services Levels section. In the event of a network service disruption, provide continuous remote support until system operations are restored. In addition, keep Customer personnel involved and its management informed and updated regularly until situation a is resolved. Coordinate (with Nokia) embedded third-party software 2.6 Customees Obligations ■ Customer will be notified upon completion of Services either by receiving a notice of Services completion or by Nokia providing Customer the deliverable(s)specified in this Sow. ■ Customer shall promptly provide all required information to Nokia. In case Customer is not responding to the requests for additional information,Nokia is entitled to close the Ticket Request after three (3)failed attempts. ■ Customer shall promptly apply the solutions provided by the Nokia to address a reported problem's measurements. This includes, but is not limited to, allowing such operations only during scheduled downtime of the network. ■ Customer willbe responsible for any delay caused in establishing satisfactory quality of Remote Access caused by either Customer or Customer, which shall be deleted from the Services performance measurements. ■ All software that is provided in connection with the Services including, without limitation,Maintenance Releases,Patch Releases, or workarounds, are licensed subject to the same terms,restrictions,and limitations as contained in the licenses under which the original software was acquired. ■ Nokia reserves the right to charge an additional fee in the case of improper initial problem diagnostics and/or analysis to isolate the problem to specific Supported Product. 3 Advanced Exchange Services 3.1 Nokia Re sp ons ib i1i ie s 3.1 .1 Description Advanced Exchange Services provide for the exchange of Customer-owned Field Replaceable Units (FRUs). Nokia will dispatch a functional FRU in advance of receiving the reported defective FRU from Customer. Exchanged FRUs may contain components that are used, remanufactured, or refurbished. Exchanged FRUs will be form, fit and functionally compatible. 13/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-13 Exhibit A P-25-358 KO<IA County of Fresno 3.1 .2 Supported Products and FRUs The Services described in this SOW are exclusively for the Product(s) and associated Supported ERUs identified herein. Hardware scope for the Project is limited to Nokia's Wavence Hardware portfolio. Any OEM products, including, but not limited to, servers for the NMS, are excluded from the Services under this SOW. 3.1 .3 Service Levels Advanced Exchange Services provide the following Services levels, as defined in the Supported Product List. Advanced Exchange in Days (AED)The replacement FRU delivery is measured in Calendar Days or Business Days. After Product discontinuation, in accordance with the X -Haul official roadmap, repair Services' SLAs will continue to be supported with commercially reasonable efforts for the remaining term of the SLA. Severity Response Pro Support Hardware Advance Exchange NBD 3.1 .4 Deliverables Following receipt and acceptance of the Hardware Service Request from Customer, Nokia will provide a Return Material Authorization (RMA) as return authorization and instructions on where Customer is to ship its defective FRU. Nokia will deliver a replacement FRU to Customer's Hand Over Point ("HOP")within the applicable FRU Delivery Target in accordance with applicable INCOTERMS as defined in the Agreement (i.e., FCA)Customer's requests for delivery of a Supported FRU to an alternate location shall not be subject to the specified Delivery Deadline. 3.2 Share of Responsibilities R: Responsible; A: Assist Services Readiness - Document the covered hardware, locations, configurations R Define the Supported Product List R Define the Customer HOPs R R Define the Incoterms (i.e., FCA) in accordance with the Agreement R Define the Nokia HOPs R Define the Nokia-to-Customer FRU Delivery Target R Define the Customer-to-Nokia FRU Return Delivery Deadline R 14/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-14 Exhibit A P-25-358 KO<ia County of Fresno Designate Nokia contacts R Designate Customer contacts R Establish and maintain entitlement records R Provide notice of changes to installed products,locations,and R configurations on a quarterly basis Define the Hardware Services Request ("HSR")procedures R Declare the Ready for Services Date R ware Services Request and Approval ProceSIMIM Nokia Custom:ej :i�: Initiate the HSR per Nokia's procedures and provide the following R minimum information: ■ Requester's company name and entitled company name (if different) ■ Requester's name,phone numbers and email addresses ■ Identification of the Supported FRU and serial number ■ Identification of the ship-to location address (i.e.,HOP) ■ Nokia assigned Services agreement number Minimize the number of No Fault Found(NFF)conditions through A R utilization of technical support services as appropriate;reference to, and compliance with,manufacturer's diagnostic procedures;and by remaining familiar with Nokia's and the manufacturer's published references Verify HSR entitlement and approve HSR R A Issue Return Material Authorization (RMA) R Hardware Services Request Fulfilment and Completion Process Nokia Custome Deliver replacement FRU to the HOP within the FRUDelivery Target R Ensure the requested delivery site is ready to receive exchanged R Parts and that no delays are caused in the delivery attempt Inspect replacement FRU and packaging for correctness and A R condition and promptly report non-compliances Handle electrostatic discharge (ESD)sensitive material in an R appropriate manner including the use of ESD protection packaging Remove extraneous,peripheral, and ancillary hardware from the R defective FRU Include the Failure Report and all relevant documentation in the R defective package Provide adequate packing materialto protect against a reasonable risk R of damage that would normally occur during shipping by common carrier Label the outside of the defective return package with the Nokia R assigned RMAnumber 15/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-15 Exhibit A P-25-358 K0<1A County of Fresno Deliver the defective FRU to the Nokia HOP within the FRU Return R Delivery Deadline Inspect defective FRU and packaging for correctness and condition R A and promptly report non-compliances Notify Customer in case exclusion conditions apply R Issue purchase order for replacement of excluded FRUs R Replace excluded FRUs at Customer's expense R 3.3 General Terms and Conditions ConditionsTerm - Ready for Services Measured from the provision of the 120 days Installed base and configuration detail HSR Deadline AE Calendar Day Services As defined in the Supported Product List HSR Deadline AE Business Day Service As defined in the Supported Product List Deliver Replacement From acceptance of HSR As defined in the FRU toCustomer's HOP Supported Product List Return Defective FRU to From date of replacement delivery at Fourteen (14) Calendar Nokia's HOP Customer's HOP I Days 3.4 Defective ReturnDelivery 3.4.1 Exchanged Defective FRUs Upon receiving the replacement FRU, Customer will deliver the reported defective FRU to Nokia's HOP within the Return Delivery Deadline of fourteen (14) Calendar Days. Customer will follow the shipping instructions for returning defective FRUs to Nokia, and will use the return label, if one is provided. Customer must always return the specific FRU that was reported defective. Deviating RMA numbers, item codes or serial numbers will be rejected and returned to Customer. 3.4.2 Unreturned Defective FRUs FRUs for which Customer fails to comply with the Return Delivery Deadline requirements will be treated as Unreturned FRUs. If Customer fails to return the reported defective FRU to Nokia as required or returns material excluded from coverage, Customer agrees to pay Nokia the undiscounted price for the Advanced Exchange FRU(s), plus five hundred (USD500)dollars per item as restocking fees. When informed of Unreturned FRU instances by Nokia, Customer will acknowledge notification of such instances within fourteen (14) Calendar Days and will issue to Nokia a respective purchase order within thirty(30) days of Nokia's notification of such instances, 16/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-16 Exhibit A P-25-358 KO<IA County of Fresno or otherwise provide documented evidence that Nokia's claim of Unreturned FRUs does not apply. 3.5 Warranty Period The warranty period for repaired or replaced Supported FRUs is six (6) months following the date of delivery to Customer's HOP or the remainder of the original warranty period granted under the Agreement, whichever is greater. 3.6 Hardware Services Extended Life (EL) Amendment The HWS Statement of Work is amended to include these additional terms and conditions, responsibilities, and deliverables that shall apply to the Extended Life (EL) Products/Parts identified in Exhibit 1 to this Amendment unless otherwise defined here. HWS EL Products/Parts Amendment Definition of Terms: • "HWS EL Products/Parts" means each of the Products and/or Parts identified by the product names and/or part numbers listed on Exhibit 1. • "HWS On-Time Delivery Performance"means the percentage of Part Requests for each HWS Service Level specified in Exhibit 1 that are completed by the HWS Delivery Deadline during a calendar quarter in relation to all Part Requests for that specific Product and/or Part that were due to be completed by the HWS Delivery Deadline in that same calendar quarter. • "HWS Delivery Completion"means the percentage of Part Requests for each HWS Service Level completed. All other capitalized terms used in this Amendment have the meanings ascribed to them in the HWS Statement of Work. Supplemental terms include: 1. EL Products/Parts are subject to a unique HWS Service Level, HWS On-Time Delivery Performance,and HWS Delivery Completion restrictions listed in Exhibit 1. Such restrictions may differ from the otherwise applicable terms of service in the HWS Statement of Work. Nokia HWS EL product support may also diminish over the duration of the Maintenance coverage period in the following manners: • The HWS Service Level maybe reduced such that a lesser service level is applied to select parts in the Supported Parts List, or • The HWS On-Time Delivery Performance objective is reduced such that fewer of the service requests willbe fulfilled within the subscribed HWS Service Level, or • The HWS Delivery Completion may be reduced such that less than 100% of the otherwise eligible service requests willbe fulfilled, or • The HWS Supported Parts List may be modified such that EL Parts are removed from the entitlement. Nokia shall make commercially reasonable efforts to avoid such service reductions, limitations and discontinuations. In the event that such conditions will change Nokia shall provide 90 days notice to Customer. 2. Customer shall not sell EL Products/Parts removed or decommissioned from Customer's network unless Customer first removes any Software installed on such EL Products/Parts prior to their delivery to a third party. Before selling any such EL Products/Parts to any third party, Customer shall give Nokia the opportunity to 17/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-17 Exhibit A P-25-358 KO<IA County of Fresno acquire the removed or decommissioned EL Products/Parts at an agreed upon price ("Right of First Refusal"). If a third party submits a higher price than Nokia's for (or if Nokia chooses not to acquire the) removed or decommissioned EL Products/Parts, Customer shall notify Nokia and shall give Nokia the Right of First Refusalto purchase such ELProducts/Parts for an amount equalto the third party's price. Nokia's Right of First Refusal is conditioned upon Nokia's exercising such Right of First Refusal within thirty(30)days after receipt of Customer's notice of the higher price, after which Customer shall be free to sell the removed or decommissioned EL Products/Parts to the third party who submitted the higher price. Customer's notice to Nokia of the higher price shall include a representation certifying that the higher price is in fact a legitimate price Customer received from a third party. Nokia does not provide any assurance that repair or exchange services for EL Products/Parts will be available after the expiration of the HWS Entitlement Term. It is understood that these targets may change over time. Exhibit 1 EL Product EL Part ID Location Effective HWS Service HWS On- HWS Name Date Level Time Delivery Delivery Completion Performance Target Target 9500 MPR 3DB19015AA All 10/1/2024 Advanced 70% 80% Exchange Next Day-EL 9500 MPR 3DB18326AC All 10/1/2024 Advanced Exchange 70% 80% Next Day-EL 9500 MPR 3DB76050EA All 10/1/2024 Advanced Exchange 70% 80% Next Day-EL 4 Software Subscription Plan (SSP) 4.1 Nokia Responsibilities 4.1.1 Description Nokia will make available all Feature Releases of Software for network/node elements, management systems for specific network elements or families of network elements, and other network -related applications at Nokia's sole discretion. The Products to which this Software Subscription Plan (SSP) Services are entitled are listed in the Appendix. Tasks/Deliverables Nokia, as part of the Project, shall provide the following deliverables: 4.1.2.1 Access to Feature Releases Provide, as may be available, and in Nokia's sole discretion, any Feature Releases for Products, provided they are within the Generally Available phase of their lifecycle. No releases are available for manufacture discontinued ("MD") products. 18/32 Nokia Confidential&Proprietary Information C 2024 Nokia Statement Of work A-18 Exhibit A P-25-358 K0<1A County of Fresno Feature Releases may also include provision of third-party software upgrades, as may be made available by the third-party software manufacturer, if the third-party Software is supported by Nokia and was licensed to Customer or Customer by Nokia. Feature Releases encompass the products that are purchased by Customer or Customer, as set forth in the Pricing section and the "Maintained Products and Scope of the Services" or "Products Covered" section of this SOW, provided, however, if a Feature Release contains a new feature for such product(s)for which an additional license or activation fee is required, this must be purchased separately by Customer or Customer; otherwise, it is not included in the Services, and willnot be provided to Customer or Customer. ■ Distribution of Feature Releases : Releases will be provided via Internet download on the Nokia Support Portal. ■ License Terms of Feature Releases: All Software that is provided in connection with the Services is licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the original software was acquired . 4.1.2.2 Release Notes Provide the associated Release Notes applicable to the Software and Hardware revisions supported by the Feature Release and a list of all changes and additions to the latest release. Any procedural updates that are impacted by the Feature Release will also be provided. 4.1.2.3 Firmware for Control Cards If required, provide new or an upgrade to firmware specific to the control card(s) of the relevant Products (i.e., does not include line card firmware). 4.1.2.4 Access to Patch Releases and Maintenance Releases Provide, as may be available, and in Nokia's sole discretion, any Patch Releases and Maintenance Releases for the Products. • Distribution of Patch Releases and Maintenance Releases : Releases will be provided via Internet download on the Nokia Support Portal. • License Terms of Patch Releases and Maintenance Releases : All Software that is provided in connection with the Services is licensed subject to the same terms, restrictions, and limitations as contained in the licenses under which the original software was acquired. 4.1.2.5 Product Upgrade Procedure Provide a generic procedure document on how to upgrade the Product(s) located on the Nokia Support Portal. 4.2 Limitations The following must be purchased separately by Customer or Customer subject to the maximum compensation amount per Article 3 of the Agreement , if required: ■ Any modifications to any parts of the network, which are deemed by Nokia necessary to accomplish network compatibility with a Feature Release. ■ Any additional products required to take advantage of any new functionality within a Feature Release. 19/32 Nokia Confidential&Proprietary Information C 2024 Nokia Statement Of Work A-19 Exhibit A P-25-358 KO<IA County of Fresno ■ Any additional software licenses required to support growth in the network of hardware or software (e.g.,nodes, subscribers, etc.). ■ Any features in a Feature Release for which an additional license or activation fee is normally required. ■ Where required, a minimum of twelve (12)weeks lead-time must be provided for all Firmware orders (i.e.,PROMs —Programmable Read-Only Memory). 4.3 Conditions ■ Customer must purchase the Services in conjunction with Software Support Services (Technical Support). ■ For each product listed in the Appendix, the quantity specified must include all such parts found in Customer's network. Coverage for a subset of deployed products in Customer's network is not permitted. ■ After the Effective Date of the Services under this SOW, to account for any changes to the network elements or quantity of software licenses above and beyond those listed as products covered in the Appendix, one of the following schemes applies: • Network Growth Scheme 1: upon the anniversary of the Effective Date, Nokia will back-charge Customer a pro-rated amount, subject to the maximum compensation amount per Article 3 of the Agreement. The subsequent annual charge will also be updated to reflect the changes. • Network Growth Scheme 2: upon the anniversary of the Effective Date, Customer willbe charged a corresponding increase/decrease in the annualfee forthat Renewal Term and subsequent Renewal Terms, subject to the maximum compensation amount per per Article 3 of the Agreement. ■ Prices are based upon purchase of the Services for the entire agreed Term.Accordingly, and notwithstanding any other provision of the Agreement, there is no right by Customer to terminate this SOWor any order for convenience during the course of the Initial Term or any Renewal Term. 4.4 Possible New Release Roadmaps The forecast of future software releases ("product roadmap")is provided by Nokia solely to inform Customer or Customer of Nokia's plan of record for the relevant product(s)and both parties to this SOWhereby agree that such information does not form a commitment of any kind on either party in relation to this SOW. There are no penalties, liquidated damages or other remedies associated with changes to the product roadmap including cancellation of any specific feature or functionality or delay in the timing of development. 4.5 Customer Responsibilities Prior to the commencement of the Services, Customer, in support of the Project, shall: ■ If necessary, upgrade the entitled products listed in the Appendix to the specified release level. All expenses, including but not limited to hardware, software, third-party products, or installation,are solely the responsibility of Customer. ■ Nokia Software Support Services (Technical Support) must be in effect prior to the delivery of the SSP Services. 20/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-20 Exhibit A P-25-358 KO<IA County of Fresno During the SSP Services term, Customer,in support of the Project, shall: ■ Provide commercially available computing hardware for the Products according to product specifications, except in those cases where Nokia provided such computing hardware. ■ Update the products covered table in the Appendix on an annual basis. ■ Allow Nokia, if Nokia deems it necessary, to verify the accuracy of the reported parts shown as products covered table in the Appendix by reasonable means. ■ If Customer is not forthcoming with updates to the products covered table,as indicated in above, Customer shall allow Nokia to perform an audit of its or Customer's network, as applicable, at Customer's expense. 4.5.1 Customer Responsibilities Concerning Nokia Feature Release Download Services ■ Customermust designate contact(s)within its organization who willbe responsible for receiving the Feature Releases and will communicate such contact(s)in writing to Nokia. ■ Customer shall not enable or permit download access to any person other than its designated contact(s), without Nokia's prior written consent. Such consent shall be provided at Nokia's sole discretion. ■ N requesting such consent, Customer shall identify to Nokia any non-employee who Customer would like to have access to the download site,and if requested by Nokia,will provide a copy of a nondisclosure and confidentiality agreement executed between Customer and the non-employee in accordance with confidentiality terms no less restrictive than those controlling the Agreement. Nokia may refuse consent within its sole discretion. ■ Customer must notify Nokia in writing immediately of any change in the employment or authorization status of any personnel having authorized access to the download site. ■ Customer's use of any download site is subject to all Terms of Use then set forth or linked to the download site. Such Terms of Use shall in no event be construed to increase Nokia's obligations under this SOWnor to create or modify any performance objectives for the Services under this SOW. Without limiting Nokia's other rights,Nokia may deny access immediately and in the future to individuals using the download site other than as permitted.Nokia shall have no liability to Customer on account of such denial. 5 Exclusions Any services not specifically required herein are excluded from the Services under this SOW. Among others, the following services and tasks are excluded from this SOW: Software Support Services do not include: ■ Access to Feature Releases. ■ Services that entitle or support Customer to use optional or new software features resident in a Maintenance Release or Feature Release, except to the extent that Customer has separately paid the applicable license fees for the use thereof. 21 /32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-21 Exhibit A P-25-358 KO<IA County of Fresno ■ Services delivery targets in situations where the Solution, as expected by Customer, requires a change to the product specification. ■ Open-source software,if any,that is distributed on an"as is"basis underthe respective license terms,and Nokia disclaims any liability in relation to such open-source software. ■ Software as such or software in respect of third-party equipment that Nokia purchases or licenses from third parties and delivers to Customer, either as a sublicense or as a direct license from the third party in connection with, or as part of the delivery of Supported Products. Nokia undertakes to forward to Customer the maintenance undertakings and/or warranties given by such third parties. ■ Pre-releases, testbed, trial, or pilot releases of Software (which are expressly designated as experimentalor prehminary)that maybe offered to Customer from time to time. Such releases are provided to Customer for testing and other purposes than use in any revenue-earning or other primary business purpose, and such software is expressly agreed as being supplied on an "as is"basis. ■ Onsite service, installation service, preventive service, or coverage of third-party software. ■ Creating or making corrections to Customer- or Customer-specific reports. ■ Maintenance operations, including but not limited to system administration, system audits,backup and restore procedures,proactive monitoring,operational reports. ■ Training of Customer or Customer personnel. ■ Maintenance or repairs of accessories,attachments or any other devices not identified in this SOW. ■ Furnishing of optional accessories or consumable supplies. ■ Equipment certification efforts, as required pursuant to Nokia's policy on equipment not installed by an approved Nokia installer, or lapse in maintenance coverage, or equipment that has been moved. ■ Recovery of any lost data or expenses for reconstructing data lost during the performance of the Services. ■ Support for custom software features not named in this SOWas Supported Products, that is, any features that are not present in the available version of the Supported Products. ■ Providing Customer specific instructions for installation of Patch Releases or Maintenance Releases by Customer. ■ Support for non-Supported Products, whether or not they reside on the same computing hardware platform on which Supported Products reside. ■ Modifications, maintenance, or repair performed by other than Nokia designated personnel, including changes, modifications or alterations not authorized by Nokia in the Supported Products, the hardware, or the software environment in which the Supported Products operate including, without limitation, the introduction of updates of third-party software or hardware that have not been validated by Nokia. ■ Database problems: If the condition is determined to be the result of corruption of the Supported Products' database, and such corruption is not the direct result of the Supported Products, the condition will be referred back to Customer. However, if 22/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-22 Exhibit A P-25-358 K0<1A County of Fresno corruption is the result of, or caused by, Nokia's Supported Products, Nokia shall manage the resolution of the problem, at no additional charge;provided,however,that Nokia shall only be responsible for restoring data on the media. Customer shall be responsible for providing Nokia with the data that needs to be restored. ■ Other/interfacing systems problems: If the condition is caused by systems other than the Supported Products including, but not limited to, systems that interface with the Supported Products, then the condition will be referred to Customer for corrective action,unless: • The other system(s)has (have)been furnished by Nokia and is (are)covered under a Nokia maintenance contract, in which case Nokia shall manage the resolution of the problem. OR • Interoperabilitywith the other system(s)is covered by a dedicated SWS Maintenance agreement for Interoperability Support ■ Events due to a failure to continually provide a suitable operational environment with allfacilities prescribed by the applicable product specifications document including,but not limited to,the failure to provide,the failure of, or faulty,adequate electrical power, air conditioning, or humidity, dust control. ■ Use of the Supported Products in a manner not in accordance with its specifications, operating instructions, or license-to-use. ■ Support of Software running on either obsolete or End-of-Life Hardware. ■ Support of a Supported Product that is operating on an End-of-Life software release. Advanced Exchange Services do not include: • The detection or isolation of failed FRUs. ■ The removal or installation of FRUs from or into the network/systems. ■ FRU modification or upgrade services, unless deemed necessary by Nokia. ■ Root cause analysis or failure mode analysis that specifies the actual FRU failure cause or any specific remedial action. ■ Custom reports unless mutually agreed between Customer and Nokia. ■ FRUs with defects or malfunctions caused directly or indirectly by: (1)failure of non - Nokia personnel to follow the manufacturer's installation, operation, or maintenance instructions; (2) Products or their FRUs not specifically identified in the Supporte d FRU List; (3) abuse, misuse, or negligent acts of non-Nokia personnel; (4) damage from fire, water, wind, exposure to weather, or other forces of nature; (5) acts of terrorism, vandalism, or other hostiles actions. ■ FRUs that show evidence of: (1) improper packaging; (2) improper handling; (3) modification by non -Nokia approved personnel; (4)the installation or attachment of non-Nokia approved components including hardware or software; (5) any condition that exceeds the tolerances as prescribed by the manufacturer or failure to continually provide a suitable operational environment including, but not limited to, the failure to provide adequate electrical power, air conditioning, dust control or excessive humidity. 23/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-23 Exhibit A P-25-358 KO<IA County of Fresno ■ Passive and mounting hardware including,but not limited to,cabinets,chassis,frames, antennae, connectors, cables, cable assemblies, cords, brackets, bezels, faceplates, adapters,panels, or labels. ■ Consumables including,but not limited to, fuses,batteries, air filters, or transformers. ■ Documentation or software in allmedia forms. ■ Equipment certification,as required per Nokia's policy on equipment not installed by an approved Nokia installer or lapse in Maintenance coverage that spans more than ninety (90)days,or equipment that has been moved. Software Subscription Plan Services do not include: ■ Performing services related to implementing Releases in Customer's network, including but not limited to: • Software Installation or upgrade services (on-site or remotely), network and node staging (on-site or remotely), hardware modification, software configuration or re- configuration, custom tool/script development,technical support prior to or during installation (on-site or remotely), or network integration. Installation services are available for purchase from Nokia. • Supplying spare parts, training, network planning, management, or related Project Services. 6 Additional Terms 6.1 Conditions ■ Nokia reserves the right to determine which personnel to assign to perform the Services. Nokia personnel shall at all times be subject to the employment conditions of Nokia and not those of Customer or Customer. If Nokia personnel are present on Customer's or Customer's premises, those Nokia personnel shall respect Customer's or Customer's on-site conditions, as applicable. ■ Nokia may use proprietary tools and software for providing the Services. The prices for the Services herein do not include the sale, licensing or transfer of such tools or software to Customer, which, if desired, must be procured by Customer or Customer separately from this SOW. ■ All Services will be performed during normal business hours —8 AM to 5 PM, local time, Monday through Friday (excluding holidays) - unless different working hours/schedule have been agreed to in writing by the Parties. 6.2 Change Management The pricing in this SOW is based upon performance of the Services and provision of deliverables specifically required in this SOW. Requests for additional activities that are not described in this SOW, including Customer or Customer-required overtime or night work, or the application of any different or additional criteria or testing in connection with any Services or deliverables, are subject to written acceptance by Nokia and will entail additional charges payable to Nokia by Customer. Certain matters may require a new quotation or a separate statement of work. If Nokia agrees to perform additional Services under this SOW,Customer and Nokia shall first execute a Change Order an(Customer shall 24/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-24 Exhibit A P-25-358 KO<IA County of Fresno submit a newpurchase order in accordance with Nokia's Change Management Process to confirm the schedule impact and Nokia's authorization to perform and invoice for such additional Services not to exceed the total maximum compensation per Article 3 of the Agreement. Any Services be required that are not accounted for in this SOWand require the creation of a Change Order that is in excess of the maximum compensation per Article of this Agreement will require an Amendment to this Agreement and the approval of the Count of Fresno's Board of Supervisors. Additional charges may apply if performance or completion of the Services is delayed for any reason attributable to Customer or Customer. In such cases, Customer agrees to authorize Nokia, at Nokia's sole discretion: (a)To invoice for such additional Services on a time and material basis at Nokia's then current standard rates and subject to any applicable per incident and/or minimum hourly billing requirements then in effect, and/or (b)To extend the schedule to the extent attributable to the delay. 6.3 Acceptance Maintenance, management, and other recurring Services are deemed accepted as such Services are performed. For all other Services, Nokia shall notify Customer upon completion of Services either by providing a notice of completion or by providing Customer the deliverable(s) specified in this SOW. Thereafter,Customer shall have ten (10) days from the notice to notify Nokia that the Services do not conform to the requirements described in this SOW. Such Services shall be deemed accepted on the earliest of: (1) the passage of ten (10) days from date of notice of completion with no notice of non -conformance from Customer or Customer; (2)Customer's or Customer's actual acceptance; or (3)Customer's or Customer's use of the Services, the result of the Services or any deliverable, whether or not the use is revenue-generating. 6.4 Term Term: The "Term" shall refer collectively to the Term of the Agreement , as described in Article 4 of the Agreement. 7 Pricing ■ The prices in this SOW are valid for purchase orders received within 60 days after the Effective Date of this SOW. ■ If a purchase order is received prior to execution of this SOW, then this SOW shall be deemed accepted as written. ■ Any services not specifically required herein are excluded from the Services under this SOW. ■ All prices are in United States dollars, unless otherwise agreed in writing, and do not include taxes. ■ Quote number 24.US.364341 shall be referenced in any purchase order issued pursuant to this SOW. ■ Services pricing in this SOW is only valid for equipment referenced herein. Equipment provided under any other quote is not covered in this SOW and will require additional pricing under a separate statement of work total not to exceed the maximum 25/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-25 Exhibit A P-25-358 K0<1A County of Fresno compensation of the Agreement. Should the total for additional equipment required surpass the maximum compensation of the Agreement the Customer willbe required to take an Amendment to the Board of Supervisors and no additional equipment purchases that exceed the maximum compensation of the Agreement willbe made until Board approval is provided. ■ Nokia has the right to request an increase not to exceed 5% once per year, after year one as detailed in Exhibit B. ■ Nokia's pricing forthe Services described in this SOWis subject to change if the Services are provided in support of a governmental contract or are otherwise subject to a Prevailing Wage Law. "Prevailing Wage Law" means the federal Davis- Bacon Act (40 U.S.C.S. §§ 3141 et. seq.) and any similar federal, state, or local law or regulation requiring that workers under certain contracts be paid the prevailing local wage for the classification of work in question. Customer further agrees that, if a Prevailing Wage Law is applicable, Nokia may adjust the pricing in proportion to the increased amounts Nokia is required to pay workers under the Prevailing Wage Law. ■ The Services performed under this SOW are conditioned upon an Initial Period of five (5)years for the maintenance Term, and this SOWshall remain valid for the full period of such Term. The Prices for the Services herein are set forth in quote number 24.US.364341 and are payable in accordance with the terms and conditions of the Agreement: 8 Entire Agreement This SOW and theterms and conditions of the Agreement constitute the entire agreement, and supersede all prior oral and written understandings, between the Parties regarding the subject matter hereof. Any inconsistency between the Agreement and this SOW shall be resolved in favor of the Agreement . Any modification or addition to this SOW shall be in writing and signed by authorized representatives of both Parties. Each Party intends that a facsimile of its handwritten, digital, or other electronic signature on the original or a copy of this SOW shall be regarded as an original signature and agrees that this SOW may be executed in multiple counterparts, which together shall constitute a single instrument, copies of which shall be deemed originals. IN WITNESS WHEREOFI)e Parties have caused this SOW to be executed by their duly authorized representatives as of the Effective Date, intending to be legally bound thereby. Nokia of America Corporation County of Fresno By: By: Name:Jeff Pittman Name:Riley Blackburn Title: Market Unit Head, Enterprise Title: Purchasing Manager Date: Date: Nokia of America Corporation By: 26/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-26 Exhibit A P-25-358 KO<ia County of Fresno Name:Vonja Shields —Fleet Title: Sr. Commercial Contracts Manager Date: 27/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-27 Exhibit A P-25-358 NO<IA County of Fresno 9Glossary 9.1 Definition of Terms for Software SupporServices "Business Day (BD)" means every official working day (excluding weekends and public holidays) applicable in the country in which the Services are to be performed. "Business Hour(BH) " means the elapsed 60 -minute period where Services are to be delivered, unless otherwise specified, from 8:00 AM —5:00 PM during the Business Day or from one Business Day to the next. "Business Minute (BM)" means a minute of time where Services are to be delivered from 8:00 AM-5:00 PM during the Business Day. "Calendar Day (CD)' means Sunday, Monday, Tuesday, Wednesday, ThursdayFriday,and Saturday and shall be inclusive of national, state, or local holidays. "Core Network " as per the ETSI definition of 3GPP Core Network (for the 5G: 3GPP TS 23.501 version 15.3.0 Release 15) "CP,24" means Continuous Release delivery with a 24-month support life cycle (requiring continuous Software updates). "Hour(H)" means any consecutive 60-minute (min) period. "Hardware" means all or any specific physical product manufactured by Nokia and/or third parties. "Feature Release" means the collection of commercially significant functionality and SW corrections, made available by the Nokia as a deliverable of separate commercial agreement. "KPI" means Key Performance Indicator defining the target times in accordance with the TL9000 telecom standard for the measurement of the performance of the Services delivered by Nokia. "Main Release' means a Software release including significant new feature content, which may include architectural changes, performance enhancements, operability and serviceability changes, significant interface, and compatibility modifications, made available by Nokia as a deliverable under a separate commercial agreement. "Maintenance Release" means a Release containing S)ftware corrections, made available by the Nokia as a deliverable of Nokia Support Service Agreement. "Minute (M)" means any consecutive 60-second period "No Target(NT)" means Nokia will use commercially reasonable efforts to perform the corresponding activity, if feasible at Nokia's sole discretion "NSW Core Software' means Software running on Core Network products (both bare metal and cloud products) as per the ETSI definition of the 3GPP Core Network (for the 5G: 3GPP TS 23.501 version 15.3.0 Release 15). "Patch Release' means an unscheduled release containing Software corrections or other remedial measures, made available by the Nokia as a deliverable of Nokia Support Service Agreement. "Release' means (unless the release type is specified) all Software release types supplied under this SOW. 28/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-28 Exhibit A P-25-358 K0<1A County of Fresno "Remote Access" means the ability of Nokia to log into the Supported Products from a remote distance and to perform the Services and/or an audit once a data connection has been established between Supported Product and Nokia's support center(s). "Services" means the Software Support Services as provided under this SOW. "Services Hours" means the times when the Services will be performed. Services Hours 8/5 means that work is done during normal Business Hours. Services Hours 24/7 means that work is done 24 hours a day, 365 days a year. "Services Level" means the level or grade of the Services defined with reference to specific KPIs, Services availability windows, and Service s access methods, supplied by Nokia. "Software" means any software, computer program, object code, listing or related material in machine -readable or printed form (including Third Party software and firmware), or any updates and modifications thereto, that are included in the Products or licensed separately, regardless of the form or media on which it is delivered, but excluding free and open-source software and source code. "Supported Product " means those products for which Software Support is purchased in accordance with this SOW and are specifically identified in the section/appendix "Supported Products List ." Various products or products additional to the number of Supported Products stated in this section are not covered in this SOW. Software Support is only available for Supported Products that are commercially deployed and operational. "Support Policy" defines what kind of release types are made available, in what intervals, and how Nokia supports each release type. "Ticket Request" or "TR" means a transaction process initiated by the Customer for the delivery of Software Support by Nokia. A Ticket Request will be considered valid when Nokia formally acknowledges such request by providing Customer with a Ticket Request identifier. 9.2 Definition of Terms for Advanced Exchange Services "Business Day" or"BD" refers to a normal full working day of Nokia's applicable technical support facility, except those days that are observed public holidays. "Business Hour" shall mean the elapsed 60 -minute period where Services are to be delivered during normal working hours and unless otherwise specified shall mean from 8:00 AM—5:00 PM during the Business Day or from one Business Day to the next. "Calendar Day" shall mean Sunday, Monday, Tuesday, Wednesday, Thursday, Friday, and Saturday and shall be inclusive of national, state, or local holidays. "Calendar Hour" shall mean the elapsed 60-minute time period where Services are to be delivered during a Calendar Day. "Delivery Target" shall mean the day and time by which Nokia will fulfill its delivery responsibilities and shall be determined based on Customer's fulfillment of its responsibilities by the Hardware Service Request Deadline. "Field Replaceable Unit" or"FRU," shall mean the product assembly, subassembly,or part that can be removed reasonably from Services and/or installed without the use of uncommon tools and/or methods. Nokia shall have sole authority for defining the FRUs to 29/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-29 Exhibit A P-25-358 K0<1A County of Fresno be supported under this SOW,the "Supported FRUList."Each FRUis assigned an identifier to distinguish it for support purposes. This FRU identifier will be used in communication between Customer and Nokia when discussing FRUs to be supported.Allreplaced FRUs will be compatible with the Form, Fit, and Function of the defective unit being replaced. Each FRU will also have an assigned serial number to uniquely identify and distinguish it from other FRUs of similar type. "Fit" means the suitability or readiness of a product or FRU for a particular application. "Form" means the weight, density, chemical or product composition, size, shape, structure, appearance, protocol, pattern, composition, configuration and marking/identification of product and software. "Function" means the set of features that the product or FRU has been designed for use, in accordance with its specifications. "Hand Over Point" or "HOP," shall mean the delivery location(s)to which the Customer and the Nokia shall each agree to deliver their respective FRUs. "Hardware Service Request" or"HSR" is a reference to the service transaction of numeric or alpha-numeric composition used to track the status and completion of the Hardware Service Request. The issuance of a HSR shall mean that Nokia has authorized the HSR per the terms of this Agreement a nd therefore shall indicate the commencement of all applicable Services delivery commitments. "Hardware Service Request Deadline" shall mean the day and time, as determined by the location where the supported FRU located, by which Customer must initiate a Hardware Service Request to meet the Delivery Target, unless otherwise mutually agreed. "Hour" shall mean any consecutive 60-minute period. "No Fault Found" or "NFF" shall mean that Nokia has determined that an FRU which has been reported as defective contains no faulty components and passes diagnostic testing. An FRU that has been determined No Fault Found by Nokia will not have any components replaced and will not be physically or materially altered. "Ready for Services (RfS)" shall mean the date at which Customer may begin initiating Services requests under this SOW. "Repair" shall mean the diagnosis and replacement or reconfiguration of components necessary to restore FRU(s)to their original published operating specifications. Repair may include, at Nokia's sole discretion, the replacement of the entire FRU with a Form, Fit and Functionally compatible FRU. Replacement components may be new, remanufactured, refurbished, or used and certified as meeting like -new operating standards. Any removed components will become the property of Nokia. "Return Delivery Deadline" shall mean the interval within which Customer will ship or deliver the reported defective FRU to Nokia's HOP. "Replacement" or "Exchange" shall mean a compatible FRU swap between Nokia and Customer. "Supported FRU" shall mean an FRU that is eligible for Hardware Service. "Supported Product" shall mean the system that resides at a Supported Site and is comprised of Supported FRUs and will identify both the type of product and the specific instance of product that is eligible for service. 30/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of Work A-30 Exhibit A P-25-358 KO<la County of Fresno "Supported Product List" shall mean the list attached hereto and forming an integral part hereof, which shows the list of supported FRUs hereunder, as well as further terms related thereto. "Supported Site" shall mean the physical location of where Supported Products and Supported FRUs reside and shall be the basis for Nokia's service resource planning such that only Supported Sites are eligible for services, unless otherwise mutually agreed. 9.3 Definition of Terms for Software Subscription Plan ■ "Generally Available" or "GA" means identified hardened product that is available for general release to customers; product is now volume manufactured and standard ordering procedures will apply with no further approvals required. ■ "Feature Release" means the current and previous GAgeneric software release. These releases primarily contain new software features and functionality. Also known as an Upgrade release. ■ "Patch Release"means a software release that contains minor modifications to address a specific problem and help restore a system. ■ "Maintenance Release" means a software release that contains modifications intended to resolve problems that prevent products from performing up to the manufacturer's technical specifications.Typically,they are comprised of a collection of Patch Releases. Also known as an Update release. ■ "Release" where the release type is not specified, means all release types supplied under this SOW(where applicability is shown in the appendix hereto), including Feature Releases,Patch Releases, and Maintenance Releases. ■ "Minimum Release Level (MRL)" means the earliest Product release level of hardware or software currently supported by Nokia,as specified by Nokia,from time to time. ■ "Network Element Products" (NE Products)includes software and operating systems for network/node elements. ■ "Network Management System Products" (NN>S Products) includes management system software for specific network elements or families of network elements. ■ "Network Related Products" (NR Products)includes other network-related applications not classified as a NE or NNE Product. 10 Appendices 10.1 Software Support Services: Supported Products List (SPL) ProductHW/SW Location Service , . Releases •p 23 9500 MPRWT HOPS R7 All Pro Support TS GOLD TSM 8000 1 Server All SWS TS GOLD Customer must always maintain pre-Cl 0 Software in network and need for Nokia to perform Software upgrade of network on a regular basis. 10.2 Software Subscription Plan: Supported Products List (SPL) 31 /32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-31 Exhibit A P-25-358 KO<IA County of Fresno Product • Location . �d op 9500 MPRMSS 25 R7 TBD SSP Customer must always maintain pre-Cl 0 Software in network and need for Nokia to perform Software upgrade of network on a regular basis. 10.3 Hardware Support Services: Supported Products List (SPL) Supported Product List, which contains Hardware product installed in Customer's network and entitled to the Services. Location ices Nq Product Name Quantity •• • 9500 MPRMPT 23 HOPS TBD Pro Support AESNBD 9500 MPRMSS 25 TBD Pro Support AESNBD Customer must always maintain pre-Cl 0 Hardware in network, for Nokia to provide Services hereunder. 32/32 Nokia Confidential&Proprietary Information ©2024 Nokia Statement Of work A-32 P-25-358 County of Fresno Exhibit B 1 Compensation 2 The Contractor will be compensated for performance of its Services under this 3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation 4 except as expressly provided in this Exhibit B. 5 Rates shall be fixed for the entire term of the Agreement, which is five years. A 6 maximum of five percent increase per year may apply each year following the first year. The 7 Director of Information Technology/Chief Information Officer has the authority to approve price 8 increases up to a maximum of five percent per each year following the first year. Any planned 9 price increase must be approved by the County at least 30 days before the increase goes into 10 effect, not to exceed five percent and is subject to the maximum compensation of the 11 Agreement. 12 YEAR Product/Service TERM COST 13 YEAR 1 Technical Support Gold, Advanced Exchange 05/01/2025 - $34,676.25 14 Next Day, Software Subscription Plan, 04/30/2026 15 Technical Support Gold 16 YEAR 2 Technical Support Gold, Advanced Exchange 05/01/2026 - $34,676.25 17 Next Day, Software Subscription Plan, 04/30/2027 18 Technical Support Gold 19 YEAR 3 Technical Support Gold, Advanced Exchange 05/01/2027 - $34,676.25 20 Next Day, Software Subscription Plan, 04/30/2028 21 Technical Support Gold 22 YEAR 4 Technical Support Gold, Advanced Exchange 05/01/2028 - $34,676.25 23 *Optional Next Day, Software Subscription Plan, 04/30/2029 24 Technical Support Gold 25 YEAR 5 Technical Support Gold, Advanced Exchange 05/01/2029 - $34,676.25 26 *Optional Next Day, Software Subscription Plan, 04/30/2030 27 Technical Support Gold 28 B-1 P-25-358 County of Fresno Exhibit B 1 2 BUFFER to account for potential increases (Included in YEAR 1 total $18,227.75 3 compensation and rolls over if not used) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B-2 P-25-358 County of Fresno Exhibit C Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be used for purposes of completing this disclosure form. Instructions (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). C-1 P-25-358 County of Fresno Exhibit C (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a) (5) Authorized Signature Signature: Date: C-2 P-25-358 County of Fresno Exhibit D Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, the Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall provide the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, additional insured status per the policy terms and provisions, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E) Professional Liability. Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. If the Contractor is a governmental entity, it may satisfy the policy requirements above through a program of self-insurance, including an insurance pooling arrangement or joint exercise of powers agreement. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its D-1 P-25-358 County of Fresno Exhibit D broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or , and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; and (2) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy, which must be prior to the date on which services began under this Agreement. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A-: VI I. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer D-2 P-25-358 County of Fresno Exhibit D to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. D-3