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Home My WebLink AboutNokia of America Corporation - Agreement - 07.26.2022DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601B5E COOPERATIVE PURCHASE AGREEMENT . . July 26, 2022THIS AGREEMENT Is made and entered into on ____________ , by and between CITY OF FRESNO, a California municipal corporation (City), and Nokia of America Corporation, a Delaware corporation (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency's agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered into a contract with the State of Washington Department of Enterprise Services (Original Government Contract) which is attached hereto as Exhibit A and is incorporated herein by reference subject to all the terms and conditions contained or incorporated herein. 2. Vendor's Obligation: In accordance with the Original Government Contract, the Vendor shall provide those services and carry out that work described in the Statement of Work for Microwave Deployment Services, which is attached hereto as Exhibit Band is incorporated herein by reference; and that work described in the Statement of Work for Care Services, which is attached hereto as Exhibit C and is incorporated herein by reference; both of which exhibits are subject to all the terms and conditions contained or incorporated herein. 3. C ity 's Ob li gati on: City shall make to the Vendor those payments described in the Detailed Pricing Summary, attached hereto as Exhibit D, which is incorporated herein by reference. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City's Insurance and Indemnity provisions attached as Exhibit E. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit A, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Anita Luera 2101 G Street, Building A Fresno, CA 93706 Phone: (559) 621-1625 Page: 1 of 3 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE c) Notwithstanding anything in Exhibits A, B, C, D, and E to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. 5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. [Signatures follow on the next page.] Page: 2 of 3 --------- DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601 B5E IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a C miijnmJ;.n icipal corporation bl,\, f\-bV\,\, 7/19/2022By: . Bryon Horn, CISSP, PMP Director Information Services Department APPROVED AS TO FORM: RINA M. GONZALES lnteri n;~mey f7rtwvk11v [bLW-111912022 By : 1CFC5:4411CAA6 40B Brandon M. Collet Date Supervising Deputy City Attorney ATTEST: TODD STERMER, CMG City~,.ks1gned by : 7/26/2022 By: ~~s!~aH:,~ Deputy Date Tina M Your Addresses : CITY: City of Fresno Attention: Anita Luera, Supervising Engineering Technician 2101 G Street, Building A Fresno, CA 93706 Phone: (559) 621-1625 Facsimile: (559) 498-4126 E-mail: anita.luera@fresno.gov NOKIA OF AMERICA CORPORATION, a De la ~uCii;?f.RP.ration 1)~SiVU-/J-l.,1• 1b1A, 7/18/2022By: ____._v_~~;e,,~,---' _ _ ____ Desiree ObletonName: --- Title: Commercial contracts Manager (If corporation or LLC., Board Chair, Pres. or Vice Pres.) 7/19/2022By: Name: Matthew Young Title: Head of Enterprise -North America (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) CONSUL TANT: Nokia of America Corporation Attention: Desiree Obleton, Commercial Contracts Manager 3201 Olympus Blvd, Dallas, TX 75019 Phone: (214) 713-4226 Facsimile: E-mail: desiree.obleton@nokia.com Page: 3 of 3 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E EXHIBIT A 1//)Washington St~te Department.of NASPO r{_/ Enterprise Services Value oint COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS For Use by Eligible Purchasing Entities By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and NOKIA OF AMERICA CORPORATION Dated January 1, 2022 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS FOR 5.1 MICROWAVE: CARRIER GRADE, PACKET DATA (NATIVE IP} 5.2 MICROWAVE: NETWORK GRADE 5.5 MICROWAVE: CARRIER GRADE, NATIVE TIME DIVISION MULTIPLEX (TOM} MICROWAVE SUB-CAT 5.1 INDOOR SOLUTION MICROWAVE SUB-CAT 5.1 OUTDOOR SOLUTION MICROWAVE Sue-CAT 5.2 INDOOR SOLUTION MICROWAVE SUB-CAT 5.2 OUTDOOR SOLUTION MICROWAVE SUB-CAT 5.5 INDOOR SOLUTION MICROWAVE SUB-CAT 5.5 OUTDOOR SOLUTION This Cooperative Purchasing Master Agreement ("Cooperative Purchasing Master Agreement") is made and entered into by and between Enterprise Services acting by and through the State of Washington ("Enterprise Services"} and Nokia of America Corporation, a Delaware corporation ("Contractor") and is dated and effective as of January 1, 2022. RECITALS A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local orfederal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington . See RCW 39.26 .050(1) & (2). 8 . The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services . See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO VatuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting master agreements. D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the 'lead state' to conduct a competitive procurement in compliance with that state's procurement laws and award a cooperative purchasing master agreement with a contractor for the specified goods or services. States (including the District of Columbia COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PROOUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 1 DocuSign Envelope ID: 5306EF16-D56E-43C 1-8954-EB2428601 B5E and the organized territories of the United States), including the lead state, then may participate in that cooperative purchasing master agreement by executing a Participating Addendum. Until a Participating Addendum is executed by the applicable state (a 'participating entity'), no agency or other eligible organization (a 'purchasing entity') may purchase pursuant to the cooperative purchasing master agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Contractor, however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00318 dated November 16, 2020 regarding Public Safety Communications Products, Services and Solutions {"Public Safety Radio"). Sixteen (16) states indicated an intent to utilize the resulting Cooperative Purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an Apparent Successful Bidder for the Categories identified above. G. Enterprise Services determined that entering into this Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products and services, in the awarded Categories as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Cooperative Purchasing Master Agreement begins January 1, 2022 and ends on December 31, 2026; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services' sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics: • Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and ■ Administrative Fee Payments: Contractor provides timely and accurate Administrative Fee payments as detailed in this Master Agreement and Participating Addendums. Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to begin on January 1, 2022, Contractor shall provide implementation and transition support to COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 2 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E Participating States who wish to utilize the Cooperative Purchasing Master Agreement, beginning upon the date such Participating State and Contractor executes a Participating Addendum . For the avoidance of doubt, no orders for products or services shall be made under this Agreement prior to January 1, 2022. 2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the following conditions: 2.1. PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and services under this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The terms and conditions set forth in the Cooperative Purchasing Master Agreement are applicable to any Purchase Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall operate to alter or modify any substantive terms of this Cooperative Purchasing Master Agreement which were solicited and procured pursuant to a competitive procurement. By way of illustration and not limitation, Participating Entities may include unique administrative, delivery, and invoicing requirements, as well as entity-specific confidentiality requirements and similar entity specific administrative requirements in Purchase Orders utilizing this Cooperative Purchasing Master Agreement. 2.2. PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4. PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Cooperative Purchasing Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity individually. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFm COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 3 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 2.5. PARTICIPATING ADDENDUM APPROVAL. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3. SCOPE-INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is authorized to sell only those Public Safety Radio Products and Services in the categories above posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor has contractual authority to sell any Public Safety Radio Products beyond those approved and posted on the NASPO Value Point website. 3.2. MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1) year for any goods/services included in this Cooperative Purchasing Master Agreement. Such minimum warranty begins when the goods/services are accepted by Purchasing Entity or as agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes all firmware and software updates within warranty period. Parts and related software will be free from defects in material and workmanship for one (1) year. If a product fails because of a defect in workmanship or materials within one (1) year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3. ADDITIONAL WARRANTY OPTIONS -See Nokia of America Corporation Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available warranty options. 3.4. AVAILABLE SERVICES -See Nokia of America Corporation Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive procurement. 3.6. PRODUCT UPDATES. Upon approval, Contractor may update their products/pricelist on a semi annual basis. Contractor must submit to the Lead Contract Administrator a revised product/pricelist highlighting changes and include an effective date of the change. At no time during the contract term shall products be deleted from the products/pricelist. Discontinued products/services must be struck-through and highlighted for ease of review process. Product/pricelist updates must be submitted for review and approval to the Lead Contract COOPERATIVE PURCHASING MASTER AGREEMENT No, 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 4 DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601B5E Administrator thirty (30) days prior to the effective date of the change. All products/pricelist will be posted on the NASPO ValuePoint website. Product updates for January 1st through June 30 th must be submitted to Lead State Contract Administrator by June l't to be eligible for product updates effective July l't. Product updates for July r 1 through December 3rt must be submitted to the Lead State Contract Administrator by December rt to be eligible for product updates effective January l't. Additional product updates may be considered for approval with proper thirty (30) day notice at the discretion of the Lead State. Semi-Annual Submitted By Effective Date January 1-June 30 June rt July 1st July 1-December 31 December l't January rt System Solution providers may update their list of available products quarterly. Quarterly means the last day of each calendar quarter, see below. Quarter Submitted By Effective Date January 1-March 30 March l't April 1st April 1-June 30 June 1st July 1st July 1-September 30 September rt October 1'1 October 1-December 31 December 1st January 1st All System Solution available product options will be posted on the NASPO ValuePoint website. A minimum of thirty-three percent (33%) of the components offered in a complete Radio or Microwave System Solution must be manufactured by the Awarded Contractor. Enterprise SeNices reserves the right to audit System Solution orders for compliance . Updates to System Solution available products must be submitted to the Lead Contract Administrator thirty (30) days prior to the effective date of the change. Additional product options may be considered for approval with proper thirty (30) day notice at the discretion of the Lead State . 3.7. ECONOMIC ADJUSTMENTS . All pricing must be guaranteed for the first year of the Cooperative Purchasing Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating the reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturer's national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer's price list. No retroactive p r ice increases will be allowed . (OOPERAllVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 5 DocuSign Envelope ID : 5306EF16-D56E-43C 1-8954-EB242B601 B5E Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM's published manufacturer's price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer's price list price reductions shall be effective upon the notification provided to the Lead State. Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 30 th must be submitted to Lead State Contract Administrator by June rt to be eligible for product updates effective July l't. Economic Price Adjustment requests for July 1st through December 3i5t must be submitted to the Lead State Contract Administrator by December rt to be eligible for product updates effective January l't • Semi-Annual Submitted By Effective Date January 1-June 30 June 1'1 July 1'1 July 1-December 31 December rt January rt 3.8. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth approved and posted on the NASPO Value Point website. 3.9. COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Cooperative Purchasing Master Agreement, including scope and pricing, to eligible Purchasing Entity. 3.10. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Master Agreement and also for the successful performance of any and all of their partners. Contractor is to be the sole point of contact as applicable by Cooperative Purchasing Master Agreement with regard to contractual matters, payment of any and all charges resulting from the purchase of the products and maintenance of the product for the term of the Cooperative Purchasing Master Agreement unless otherwise specified by a Participating State in a Participating Addendum and/or the Cooperative Purchasing Master Agreement. Contractor must be able to receive, process, and invoice orders unless the Participating State has agreed to assign these functions to a partner. Contractor will be responsible for compliance with requirements under the Cooperative Purchasing Master Agreement, even if requirements are delegated to partners. Contractor and partners must not in any way represent themselves in the name of the Lead State, NASPO ValuePoint or Participating States. 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES . Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Master Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED TO oo BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 6 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB2428601 B5E State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, Contractor shall be in good standing and qualified to do business in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2 . SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. QUALITY OF Gooos OR SERVICES . Contractor represents and warrants that any goods and/or services sold pursuant to this Cooperative Purchasing Master Agreement shall be merchantable, shall conform to this Cooperative Purchasing Master Agreement and Purchasing Entity's Purchase Order, shall be fit and safe for the intended purposes, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered and the services provided free of liens and encumbrances and that the same do not infringe any third party patent. Upon breach of warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods and/or services whose nonconformance is discovered and made known to the Contractor. If, in Purchasing Entity's judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made . The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Cooperative Purchasing Master Agreement and the three (3) year period immediately preceding the award of the Cooperative Purchasing Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW 49.46, 49.48, or 49.52 . 4.5. PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels . A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with COOPERATIVE PURCHASING MASTER AGREEMENT No . 00318 PUBLIC SAFffi COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev , 2020-03-11) 7 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E 4.6. 4 . 7. 4.8. 4.9. 4.10. 4.11. business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. EXECUTIVE ORDER 18-03 -WORKERS' RIGHTS . Contractor represents and warrants, as previously certified in Contractor's Bidder's Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Cooperative Purchasing Master Agreement, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasing Entity's employees. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall maintain an accurate profile in WEBS. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Washington Statewide Payee Desk, which registration is a condition to payment. COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Cooperative Purchasing Master Agreement with eligible Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entity are endorsing Contractor's goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs . Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional material without the prior written consent of Enterprise Services . COOPERATIVE PURCHASING MASTER AGREEM ENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Master Agreement or a similar contract, is transitioned to another contractor (e .g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 8 DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601B5E 4 .12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER'S REPRESENTATIVE (PARTNERS}. If utilizing partners, Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum, each Participating Entity may allow or disallow Contractor to utilize Partners . Only partners approved by the Participating Entity may be utilized . The Participating Entity will define the process to add and remove partners in their Participating Addendum. 5, USING THE COOPERATIVE PURCHASING MASTER AGREEMENT-PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively "Purchasing Entity Order"). All order documents must reference the Cooperative Purchasing Master Agreement number. The terms of this Cooperative Purchasing Master Agreement shall apply to any Purchase Order and, in the event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall prevail. Notwithstanding any provision to the contrary, in no event shall any 'click agreement,' software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Cooperative Purchasing Master Agreement. Solution components must be equal to or greater than thirty-three percent (33%) manufactured by the Contractor. Prior to executing an order for a "Solution", Contractor shall provide Purchasing Entity a detailed Cost Proposal itemizing all proposed costs (including labor costs, employee benefits, travel, overhead and other direct costs} Contractor estimates it will incur in the performance of the work. (a) All order documents must, at a minimum, reference • the Cooperative Purchasing Master Agreement number; • The place and requested time of delivery; • A billing address; • The name, phone number, and address of the Participating Entity representative; (b) All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Participating Entity's purchasing office, or to such other individual identified in writing in the Order. (c) Orders must be placed pursuant to this Cooperative Purchasing Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days thereafter. (d) Notwithstanding the expiration, cancellation or termination of this Cooperative Purchasing Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E termination . Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity, or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity's normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity's receiving dock or designated job site by Contractor. (b) Contractor shall ship all goods purchased pursuant to this Master Agreement FOB Purchasing Entity's specified destination. Shipping charges must be mutually agreed to between Purchasing Entity and Contractor, and shall be added as a separate line item on the Contractor's invoice. Contractor shall bear all risk of loss, damage, or destruction of the goods ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchasing Entity's fault or negligence. (c) All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity's Purchase Order number. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Cooperative Purchasing Master Agreement shall be identified by the Cooperative Purchasing Master Agreement number set forth on the cover of this Cooperative Purchasing Master Agreement and the applicable Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. (e) Purchasing Entities may return unopened or unused (non-specialty) Public Safety Radio products within ten (10) business days of receipt for full credit, minus any freight or restocking fee. In such event, Contractor is responsible for shipping costs pertaining to any defective Public Safety Radio Products that are returned . .... 5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this Cooperative Purchasing Master Agreement are subject to Purchasing Entity's reasonable inspection, testing, and approval at Purchasing Entity's destination. Such inspection and COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY (OMMU NICATIONS PRODUCTS, SERVICES &SOLUTIONS !Rev . 2020-03-11) 10 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E approval shall be determined within thirty (30) days of delivery. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity's Purchase Order. Purchasing Entity may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within five (5} business days. At Purchasing Entity's option, and without limiting any other rights, Purchasing Entity may require Contractor to, consistent with the warranty terms, repair or replace, at Contractor's expense, any or all of the damaged goods and/or services or, at Purchasing Entity's option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when the Public Safety Radio Products are put to use. Acceptance of such Public Safety Radio Products may be revoked in accordance with the provisions of the applicable commercial code, and Contractor shall be liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of any Public Safety Radio Products rejected and returned, or for which Acceptance is revoked. (b) If any Public Safety Radio Products do not conform to the specifications, the Purchasing Entity may require the Contractor to repair or replace the Public Safety Radio Product in conformity with the specifications. 5.4. ON SITE REQUIREMENTS. While on Purchasing Entity's premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity's physical, fire, access, safety, and other security requirements. S.S. INSTALLATION. Installation shall be performed by Contractor or Sub-Contractor, in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to require Contractor or Sub-Contractor to repair any damage caused during installation or provide full compensation as determined by Purchasing Entity. 5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services/the State of Washington or Purchasing Entity's information which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Master Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 11 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 5. 7 , TREATMENT OF ASSETS. Title to all property furnished by any Participating State and/or Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as applicable. Any property of any Participating State and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State and/or Purchasing Entity all property of such Participating State and/or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor and acceptance by the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the Purchasing Entity upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs . All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors . Title to software shall not pass to Purchasing Entity but shall be licensed. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors . 5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Cooperative Purchasing Master Agreement requires software or firmware to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Software license shall apply to such transaction. Contractor's software license agreement shall not conflict with the terms and conditions of this Cooperative Purchasing Master Agreement or specific security requirements of Participating Entity. Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, limited license to publish, translate, reproduce, deliver, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Cooperative Purchasing Master Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to any third-party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense, on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual Property. 5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and delivered under the term and conditions of this Contract requires subscription services to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Subscription Services Agreement shall apply to such transaction. Contractor's Subscription Services Agreement shall not conflict with the terms and conditions of this Master Agreement or the specific security requirements of Participating Entity. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 12 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 6. INVOICING & PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity's designated invoicing contact properly itemized invoices. Such invoices shall itemize the following: • Cooperative Purchasing Master Agreement No. 00318 • Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) • Contractor's Federal Tax Identification Number • Date(s) of delivery • Applicable goods/services ■ Invoice amount; and ■ Payment terms, including any available prompt payment discounts. Contractor's invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per month on the amount overdue or a minimum of $1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. No ADVANCE PAYMENT. No advance payment shall be made for the products and services furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement; Provided, however, that the parties agree that maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. 6.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed, Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services . In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchasing Entity, Purc~ase has not provided Contractor with a valid exemption certificate from such federal excise taxes. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 13 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 7. CONTRACT MANAGEMENT . 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Cooperative Purchasing Master Agreement. Enterprise Services' contract administrator shall provide Cooperative Purchasing Master Agreement oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Cooperative Purchasing Master Agreement . The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Nokia of America Corporation Attn : Contract Administrator 00318 Attn: Eric Negley Washington Dept. of Enterprise Services 600 Mountain Avenue PO Box 41411 Murray Hill, NJ 07974 Olympia, WA 98504-1411 Tel: (908) 679-6514 Tel: (360) 407-2218 Email : er ic.negley@n ok i a.co m Email: DES Cont racts TeamC Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee . 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master Agreement. 7.3 . LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Nokia of America Corporation Attn: Legal Services Manager Attn : Head of Legal & Compliance Washington Dept. of Enterprise Services 600 Mountain Avenue PO Box41411 Murray Hill, NJ 07974 Olympia, WA 98504-1411 Email: jody.bish o p@nokia.com Email: greg .tol bert@des.wa .gov Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. NASPQ VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS . 8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at hll.P.:ll.www.nasgo.o rg WNCPO Calculator.as x. Any/all sales made under this COOPERATIV[ PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev 2020-03-11) 14 DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601B5E Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations; (4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; and (8) line item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY . Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8 .5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as Orders or transaction data relating to Orders under this Cooperative Purchasing Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Cooperative Purchasing Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection . COOPERATIVE PURCHASING MASTER AGREEMENT No . 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 15 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E 9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW 9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Cooperative Purchasing Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and Participating Addendum process, and the manner in which qualifying entities can participate in the Cooperative Purchasing Master Agreement. 9.2. LOGOS. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 9.3. ANNUAL SUPPLIER BUSINESS REVIEW. Contractor agrees to participate in an annual supplier performance review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in-person attendance. Any subsequent Annual Supplier Business Review meetings may be attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint ADMINISTRATIVE Fee of one-quarter of one percent (0 .25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Cooperative Purchasing Master Agreement. The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 11. RECORDS RETENTION &AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing Entity under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees . Contractor shall retain such records for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 16 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasing Entity and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions . This right shall survive for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders, at a rate of 100% of such overpayments, found as a result of the examination of the Contractor's records . 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit A -Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Cooperative Purchasing Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to Enterprise Services a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to Enterprise Services that (1) names the State of Washington and Enterprise Services as additional insureds, (2) provides for written notice of cancellation delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 17 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242860185E are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. 13. PUBLIC INFORMATION. This Cooperative Purchasing Master Agreement, all related documents, and all records created as a result of the Cooperative Purchasing Master Agreement are subject to public disclosure as required by Washington's Public Records Act, RCW 42.56. In addition, Participating Addendums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any such Contractor document or record -in whole or in part -includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record -the exempted or protected portions only -with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor's sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit a written cure plan within five (5) business days of Suspension notification. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's right under this Cooperative Purchasing Master Agreement. All of Contractor's obligations to Enterprise Services and Purchasing Entity survive termination of Contractor's rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Cooperative Purchasing Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 14.3. REMEDIES for DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Cooperative Purchasing Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasing COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 18 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E 14.4. 14.5 . Entity replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Cooperative Purchasing Master Agreement price and the replacement or cover price for identical equipment or services, as well as any administrative and/or transaction costs directly related to such replacement procurement-e.g., the cost of the competitive procurement. Enterprise Services or Purchasing Entity will mitigate damages and provide Contractor with detailed invoices substantiating the charges. (c) Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Cooperative Purchasing Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, either Party shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order. Nothing in this Cooperative Purchasing Master Agreement shall be construed to limit the rights and remedies available to either Party under the applicable commercial code. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Participating Entity be liable to the other for exemplary or punitive damages. Contractor's total liability shall not exceed $2,000,000 per occurrence or $8,000,000 aggregate; provided, however, that nothing contained in this Section will in any way exclude or limit Contractor's liability for all damages arising out of negligence or personal injury or death. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY Of SUCH LOSSES OR DAMAGES, THEY AGREE THAT CONTRACTOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY CONTRACTOR PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of this Cooperative Purchasing Master Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Cooperative Purchasing Master Agreement may be brought later than the limitations period specified by statute. GOVERNMENTAL TERMINATION. Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Cooperative Purchasing Cooperative Purchasing Master Agreement if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Cooperative Purchasing Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFET'I COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev . 2020-03-11) 19 DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601 B5E 15. CLAIMS. 15.1. 15.2. 15.3. termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. Contractor will be entitled to seek a change order to the extent Contractor provides documentary evidence that Contractor has incurred additional costs as a result of the suspension including costs to demobilize and remobilize the project. (a) Termination for Convenience. Enterprise Services, for convenience, may terminate this Cooperative Purchasing Master Agreement; Provided, however, that such termination for convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents to the extent caused by its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Purchasing Entity's property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement, to the extent attributable to negligence by Contractor or its agents. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or NASPO's' negligence. Contractor shall take all steps needed to keep Purchasing Entity's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. INDEMNIFICATION -Intellectual Property. The indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 20 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E it shalt have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. 16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 17. GENERAL PROVISIONS. 17.1. TIME Is OFTHE ESSENCE. Time is of the essence for each and every provision of this Cooperative Purchasing Master Agreement. 17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 17.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC 5AFET'i COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 21 DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601 B5E 17.4. 17.5. 17.6. 17.7. 17.8. 17.9. 17.10. 17.11. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor (a) provides written notice to Enterprise Services within thirty (30) days of such event and (b) timely executes Enterprise Services' Assignment, Assumption and Consent Agreement, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Cooperative Purchasing Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the Contractor's obligations under this Cooperative Purchasing Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing Entity shall specify, with its Purchase Order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery of such goods and/or services to Purchasing Entity. SEVERABIUTY. If any provision of this Cooperative Purchasing Master Agreement is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative Purchasing Master Agreement are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt (OOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES &SOLUTIONS (Rev 2020-03-11) 22 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 17.12. 17.13. 17.14. 17.15. 17.16. 17.17. to amend such prov1s1on as nearly as possible to be consistent with the intent of this Cooperative Purchasing Master Agreement. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Cooperative Purchasing Master Agreement, nor shall any purported oral modification or rescission of this Cooperative Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. GOVERNING LAW. The validity, construction, performance, and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or action concerning any Order placed against the Cooperative Purchasing Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 23 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master Agreement shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Cooperative Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 17 .20 . EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Cooperative Purchasing Master Agreement nor the meaning of any provisions hereof. 17.22. ELECTRONIC SIGNATURES. An electronic signature of this Cooperative Purchasing Master Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Cooperative Purchasing Master Agreement or such other ancillary agreement for all purposes. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 24 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 17.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement . EXECUTED as of the date and year first above written. STATE OF WASHINGTON NOKIA OF AMERICA CORPORATION DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORPORATION By: By: i/U,~ w: nfl Elena McGrew Eric W. Negley Its: Acting Statewide Enterprise Procurement Its : Commercial Contract Manager Manager By : ~6€A±-Jn r~ Bob Fennelly Its: Enterprise Head of Sales, East COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 25 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E Exhibit A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION . During the Term of this Cooperative Purchasing Master Agreement, Contractor shall possess and maintain in full force and effect, at Contractor's sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an 'occurrence form' that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable Workers' Compensation or Industrial Accident insurance providing benefits as required by law. C. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are the minimum. Contractor's insurance coverage shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractorfrom liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein . 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A-Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED . Commercial General Liability, Commercial Automobile Liability, and Pollution Liability Insurance shall include the State of Washington and all authorized Purchasing Entity (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and minimum amounts, has been secured . In addition, no less than ten (10) days prior to coverage expiration, Contractor shall (OOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES &SOLUTION S (Rev. 2020-03-11) 26 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E furnish to Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and minimum amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation . All policies and certificates of insurance shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. All certificates of Insurance and any related insurance documents shall be delivered to Enterprise Services by U.S. mail, postage prepaid, or sent via ema i l, and shall be sent to the address or email address set forth below or to such other address or email address as Enterprise Services may specify in writing : US Mail : Contracts & Procurement -Cooperative Purchasing Master Agreement Insurance Certificate Cooperative Purchasing Master Agreement No. 00318 -Public Safety Communications Products, Services and Solutions Attn: Team Cypress Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email : DESC o ntractsTeamCyp r ess@des .wa .gov Note: For Email notice, the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate - Cooperative Purchasing Master Agreement No. 00318 -Public Safety Communications Products, Services and Solutions 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, o r provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS . Contractor shall include all subcontractors as insureds under all required insurance policies. Alternatively, prior to utilizing any subcontractor, Contractor shall cause any such subcontractor to provide insurance that complies will all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility . 7. WAIVER OF SUBROGATION. Contractor wa ives all rights of subrogation against the State of Washington and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty {30) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev , 2020-03-11) 27 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242860185E 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES & SOLUTIONS (Rev. 2020-03-11) 28 1 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 1.,. 8NASPO 003 ~ 8 NVP-MA-Nokia-Ciean 2021 -1 j N2-Signed Final Audit Report 2021-11-21 Created: 2021-11-19 By: Neva Peckham (neva.peckham@des.wa.gov) Status: Signed Transaction ID: CBJCHBCAABAA9_cyMl3z7EkFl>Cwb7XSeOU7ignCWFfTm "NASPO 00318 NVP-MA-Nokia-Clean 20211118 N2-Signed" Hi story 'El Document created by Neva Peckham (neva.peckham@des.wa.gov) 2021-11-19-4:28:17 PM GMT-IP address: 198.238.242.30 q Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov) for signature 2021-11-19 -4:28 :45 PM GMT ~ Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov) 2021-11-21 -10:45:21 PM GMT-IP address: 104.47.64.254 . ,_., Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov) Signature Date: 2021 -11-21 -10:48:09 PM GMT-Time Source: server-IP address: 19B.23B.242.30 t!) Agreement completed. 2021-11-21 - 10:48:09 PM GMT Adobe Sign DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E STATE OF CALIFORNIA PARTICIPATING ADDENDUM NUMBER 7-22-70-49-15 PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES, AND SOLUTIONS Washington NASPO ValuePoint Master Agreement Number 00318 Nokia of America Corporation (Contractor) This Participating Addendum Number 7-22-70-49-15 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Nokia of America Corporation (hereafter referred to as "Contractor'') under the lead state of Washington NASPO ValuePoint Master Agreement Number 00318. 1. SCOPE A. This Participating Addendum covers the purchase of Public Safety Communications Products, Services, and Solutions under the Washington NASPO ValuePoint Master Agreement. The Washington NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product and service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services). B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies. C. Each local government is to make its own determination whether this Participating Addendum and the Washington NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations. 2. TERM A. The term of this Participating Addendum shall begin on January 1, 2022, or upon signature approval by the State, whichever is later. The term will end on December 31, 2026, or upon termination by the State, whichever occurs first. B. Lead State amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum. Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor. C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be after the Participating Addendum expiration date. Page 1 of 9 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB2428601 BSE Participating Addendum 7-22-70-49-15 3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS A Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions -Information Technology (GSPD-401 IT) effective 11/19/2021. 2) Attachment A, Public Safety Radio Goods Special Provisions, TDe-947 (Rev. 12/2016). B . Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division Resources-List-F older/Model-Contract-Language). 4. ORDER OF PRECEDENCE A In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply: 1) California Participating Addendum Number 7-22-70-49-15 2) Washington NASPO ValuePoint Master Agreement Number 00318 5. AVAILABLE PRODUCTS AND SERVICES A The following product and service offerings from the Washington NASPO ValuePoint Master Agreement Number 00318 are allowed under this Participating Addendum: Category 5 -Microwave Radio Sub-Category 5.1 -Microwave: Carrier Grade, Packet Data (Native IP) Sub-Category 5.2 -Microwave: Network Grade Sub-Category 5.5 -Microwave: Carrier Grade, Native Time Division Multiplex (TOM) RADIO SOLUTION Microwave Sub-Cat 5.1 Indoor Solution Microwave Sub-Cat 5.1 Outdoor Solution Microwave Sub-Cat 5.2 Indoor Solution Microwave Sub-Cat 5.2 Outdoor Solution Microwave Sub-Cat 5.5 Indoor Solution Microwave Sub-Cat 5.5 Outdoor Solution Page 2 of 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB2428601 B5E Participating Addendum 7-22-70-49-15 6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES (STATE AGENCIES ONLY) A. The following restrictions apply to state agency purchases under this Participating Addendum: 1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by State agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order. State Departments are responsible for obtaining an exemption from California Governor's Office of Emergency Services, Public Service Communications (CAL OES-PSC) prior to issuing a purchase order. This restriction is not applicable to political subdivisions/local governments. 2) Contractor shall reject State purchase orders for radio and related electronic equipment not stamped and signed by Cal OES-PSC, or risk termination of their Participating Addendum. 3) Services that fall within the definition of "public works" as defined in Public Contract Code, Section 1101 and Labor Code Section 1720 are disallowed under this cooperative agreement and must be procured by alternate means. This restriction is not applicable to local governments. 7. PRICING Contractor is responsible for maintaining a current price list of available products and services on the NASPO ValuePoint Public Safety Communications Products, Services, and Solutions website. 8. AUTHORIZED RESELLERS Authorized Resellers are not available for this Participating Addendum . 9. SUBCONTRACTORS A. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor. Page 3 of 9 OocuSign Envelope ID : 5306EF16-O56E-43C1 -8954-EB242B601 B5E Participating Addendum 7-22-70-49-15 B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted. C. As the prime contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and State Participating Addendum. D. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors. 10.ORDERING AGENCY RESPONSIBILITIES A. State agency and local government use of this Participating Addendum is optional. B. State agencies and local governments must follow the ordering procedures outlined within the User Instructions guide, administered by the State Contract Administrator, to execute orders against this Participating Addendum. User Instructions are posted on the State's Cal eProcure website. C. All purchase orders issued by Participating Entities under this Addendum shall include the State Participating Addendum Number 7-22-70-49-15. 11.STATE AGENCY BUY RECYCLED CAMPAIGN (SABRC) A. State agencies are required to report purchases made within the eleven product categories in the California Department of Resources Recycling and Recovery's State Agency Buy Recycled Campaign (SABRC) per Public Contract Code sections 12200-12217. B. Contractor will be required to complete and return a Recycled-Content Certification form (https://www.calrecycle.ca.gov/contracts/forms) upon request by the state agency. 12. DELIVERY A. Delivery shall occur as negotiated between ordering agency and contractor and included in the purchase order, or as otherwise stipulated in the NASPO ValuePoint Master Agreement. B. Free On Board (F.O.B.) Destination, freight prepaid by the Contractor, to the ordering agency's receiving point. Page 4 of 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E Participating Addendum 7-22-70-49-15 13.INVOICING AND PAYMENT A. Payment terms for this Participating Addendum are net 45 days. Payment will be made in accordance with IT General Provisions Paragraph 30 (Required Payment Date). 8. Invoices shall be sent to the address identified in the ordering agency's purchase order. The State Participating Addendum Number and ordering agency purchase order number shall appear on each invoice for all purchases placed under this Participating Addendum. C. Contractor will accept the State of California credit card (CAL-Card) for payment of invoices. 14. USAGE REPORTING A. Contractor shall submit usage reports on a quarterly basis to the State Contract Administrator for all California entity purchases using the report template attached hereto as Attachment 8. The report is due even when there is no activity. 8. The DGS Contract Administrator reserves the right to modify Attachment B and require Contractor to provide additional order information during the course of this Agreement. C. The report shall be an Excel spreadsheet transmitted electronically to the DGS Cooperatives mailbox (PDCooperatives@dgs.ca.gov). D. Any report that does not follow the required format or that excludes information will be deemed incomplete. Contractor will be responsible for submitting corrected reports within five (5) business days of the date of written notification from the State. E. Tax must not be included in the report, even if it is on the purchase order. F. Reports are due for each quarter as follows: Reporting Period Due Date January 1 to March 31 April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 October 1 to December 31 January 31 G. Failure to meet reporting requirements and submit the reports on a timely basis shall constitute grounds for suspension of this contract. Page 5 of 9 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E Participating Addendum 7-22-70-49-15 H. Time extensions may be approved only if all due reports have been submitted to the State. 15.ADMINISTRATIVE FEE A. Contractor is required to remit to DGS an administrative fee amount equal to 1 .25% of the sales for the quarterly reporting period less freight, taxes, returned products and credits. (For example, if the net sales for the reporting quarter totals $100,000.00, the incentive fee due to DGS would be $1,250.00.) B. The administrative fee shall not be included as an adjustment to Contractor's NASPO ValuePoint Master Agreement pricing. C. The administrative fee shall not be invoiced or charged to the ordering agency. D. Payment of the administrative fee is due irrespective of payment status from ordering agencies. E. Payment may be made in the form of an electronic payment using the LPA Payment Portal website (https://www.dgs.ca.gov/PD/Services/Page Content/Procurement-Division-Services-List-Folder/Access-LPA-Payment-Portal) or by submitting a check payable to the State of California, Department of General Services. F. Administrative fee payments made by check must include the Participating Addendum Number on the check and be submitted to the following address: Department of General Services Procurement Division Attn: MAPS Payment Processing 707 Third Street, 2nd Floor West Sacramento, CA 95605 G. Administrative fee payments are due for each quarter as follows: Reporting Period Due Date January 1 to March 31 April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 October 1 to December 31 January 31 H. Failure to meet administrative fee requirements and submit fees on a timely basis shall constitute grounds for suspension of this Participating Addendum. Page 6 of 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E Participating Addendum 7-22-70-49-15 16.CONTRACT MANAGEMENT A. The primary Contractor Contract Manager for this Participating Addendum shall be as follows: Contractor Contract Manager Name: Desiree Obleton Phone: 214-713-4226 Fax: N/A Email Desiree. obleton c@nokia.com Address: Nokia of America Corporation Attn: Desiree Obleton 3201 Olympus Blvd., Dallas, TX 75019 B. The State Contract Administrator for this Participating Addendum shall be as follows: -- State Contract Administrator Name: Michael Wong Phone: 279-946-8238 Fax: N/A Email Michael. Wong@dgs.ca.gov Address : State of California Department of General Services Procurement Division 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605 C. Should the contact information for either party change, the party will provide written notice with updated information no later than ten (10) business days after the change. 17.TERMINATION OF AGREEMENT The State may terminate this Participating Addendum at any time upon 30 days prior written notice to the Contractor. Upon termination or other expiration of this Participating Addendum, each party will assist the other party in orderly termination of the Participating Addendum and the transfer of all assets, tangible and intangible, as may facilitate the orderly, non-disrupted business continuation of each party. This Page 7 of 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E Participating Addendum 7-22-70-49-15 provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 18.AMENDMENT No amendment or variation of the terms of this Participating Addendum shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Participating Addendum is binding on any of the parties. 19.NEWS RELEASES Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Participating Addendum shall not be made without prior written approval from the State. 20.AGREEMENT A. This Participating Addendum and the Master Agreement together with its exhibits and/or amendments, set forth the entire agreement between the parties with respect to the subject matter of all previous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof. Terms and conditions inconsistent with, contrary or in addition to the terms and conditions of this Participating Addendum and the Master Agreement, together with its exhibits and/or amendments, shall not be added to or incorporated into this Participating Addendum or the Master Agreement and its exhibits and/or amendments, by any subsequent purchase order or otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. The terms and conditions of this Participating Addendum and the Master Agreement and its exhibits and/or amendments shall prevail and govern in the case of any such inconsistent or additional terms. B. By signing below Contractor agrees to offer the same products/and or services as on the Washington NASPO ValuePoint Master Agreement Number 00318, at prices equal to or lower than the prices on that contract. C. IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below. Page 8 of 9 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE STATE OF CALIFORNIA Department of General Services Agency Name 3/1/2022 Participating Addendum 7-22-70-49-15 CONTRACTOR Nokia of America Corporation Contractor Name be-w-~Ob~ February 28, 2022 February 28, 2022 Authorized Signature Date Signed Stephanne Lim / MAU2 Supervisor Printed Name/Title of Person Signing 707 Third Street West Sacramento, CA 95605 Address Authorized Signature Date Signed Desiree Obleton/Com. Contracts Manager Matt Young/VP., Enterprise Sales NAM Printed Name/Title of Person Signing 3201 Olympus Blvd., Dallas , TX 75019 Address Page 9 of 9 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 1. Definitions: Unless otherwise specified in the Statement of Work, the following terms shall be given the meaning shown, unless context requires otherwise. a) "Acceptance Tests" means those tests performed during the Performance period which are intended to determine compliance of Equipment and Software with the specifications and all other Attachments incorporated herein by reference and to determine the reliability of the Equipment. b) "Application Program" means a computer program which is intended to be executed for the purpose of performing useful work for the user of the information being processed. Application programs are developed or otherwise acquired by the user of the Hardware/Software system, but they may be supplied by the Contractor. c) "Attachment" means a mechanical, electrical, or electronic interconnection to the Contractor-supplied Machine or System of Equipment, manufactured by other than the original Equipment manufacturer that is not connected by the Contractor. d) "Business entity" means any individual, business, partnership, joint venture, corporation, S-corporation, limited liability company, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute. e) "Buyer" means the State's authorized contracting official. f) "Commercial Hardware" means Hardware developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract. g) "Commercial Software" means Software developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract. h) "Contract" means this Contract or agreement (including any purchase order), by whatever name known or in whatever format used. i) "Custom Software" means Software that does not meet the definition of Commercial Software. j) "Contractor" means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with "supplier'', "vendor" or other similar term. k) "Data Processing Subsystem" means a complement of Contractor furnished individual Machines, including the necessary controlling elements (or the functional equivalent), Operating Software and Software, if any, which are acquired to operate as an integrated group, and which are interconnected entirely by Contractor supplied power and/or signal Page 1 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY cables, e.g., direct access controller and drives, a cluster of terminals with their controller, etc. I) "Data Processing System (System)" means the total complement of Contractor furnished Machines, including one or more central processors (or instruction processors), Operating Software which are acquired to operate as an integrated group. m) "Deliverables" means Goods, Software, Information Technology, telecommunications technology, Hardware, and other items (e.g., reports) to be delivered pursuant to this Contract, including any such items furnished incident to the provision of services. n) "Designated CPU(s)" means for each product, if applicable, the central processing unit of the computers or the server unit, including any associated peripheral units. If no specific "Designated CPU(s)" are specified on the Contract, the term shall mean any and all CPUs located at the site specified therein. o) "Documentation" means manuals and other printed materials necessary or useful to the State in its use or maintenance of the Equipment or Software provided hereunder. Manuals and other printed materials customized for the State hereunder constitute Work Product if such materials are required by the Statement of Work. p) "Equipment" is an all-inclusive term which refers either to individual Machines or to a complete Data Processing System or Subsystem, including its Hardware and Operating Software (if any). q) "Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which prevents the accomplishment of the Equipment's intended function(s). If microcode or Operating Software residing in the Equipment is necessary for the proper operation of the Equipment, a failure of such microcode or Operating Software which prevents the accomplishment of the Equipment's intended functions shall be deemed to be an Equipment Failure. r) "Facility Readiness Date" means the date specified in the Statement of Work by which the State must have the site prepared and available for Equipment delivery and installation. s) "Goods" means all types of tangible personal property, including but not limited to materials, supplies, and Equipment (including computer and telecommunications Equipment). t) "Hardware" usually refers to computer Equipment and is contrasted with Software. See also Equipment. u) "Installation Date" means the date specified in the Statement of Work by which the Contractor must have the ordered Equipment ready (certified) for use by the State. v) "Information Technology" includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related interactions between people and Machines. Page 2 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY w) "Machine" means an individual unit of Data Processing System or Subsystem, separately identified by a type and/or model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc. x) "Machine Alteration" means any change to a Contractor-supplied Machine which is not made by the Contractor, and which results in the Machine deviating from its physical, mechanical, electrical, or electronic (including microcode) design, whether or not additional devices or parts are employed in making such change. y) "Maintenance Diagnos~ic Routines" means the diagnostic programs customarily used by the Contractor to test Equipment for proper functioning and reliability. z) "Manufacturing Materials" means parts, tools, dies, jigs, fixtures, plans, drawings, and information produced or acquired, or rights acquired, specifically to fulfill obligations set forth herein. aa) "Mean Time Between Failure (MTBF)" means the average expected or observed time between consecutive failures in a System or component. bb) "Mean Time to Repair (MTTR)" means the average expected or observed time required to repair a System or component and return it to normal operation. cc) "Operating Software" means those routines, whether or not identified as Program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment. dd) "Operational Use Time" means for performance measurement purposes, that time during which Equipment is in actual operation by the State. For maintenance Operational Use Time purposes, that time during which Equipment is in actual operation and is not synonymous with power on time. ee) "Period of Maintenance Coverage" means the period of time, as selected by the State , during which maintenance services are provided by the Contractor for a fixed monthly charge, as opposed to an hourly charge for services rendered. The Period of Maintenance Coverage consists of the Principal Period of Maintenance and any additional hours of coverage per day, and/or increased coverage for weekends and holidays. ff) "Preventive Maintenance" means that maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the Equipment in proper operating condition. gg) "Principal Period of Maintenance" means any nine consecutive hours per day (usually between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an official meal period not to exceed one hour, Monday through Friday, excluding holidays observed at the installation. hh) "Programming Aids" means Contractor-supplied programs and routines executable on the Contractor's Equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base Page 3 of 29 J DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY management systems, and utility routines (tape-to-disk routines, disk-to-print routines, etc.). ii) "Program Product" means programs, routines, subroutines, and related items which are proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual provisions. jj) "Remedial Maintenance" means that maintenance performed by the Contractor which results from Equipment (including Operating Software) failure, and which is performed as required, i.e., on an unscheduled basis. kk) "Software" means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software, Programming Aids, Application Programs, and Program Products. II) "Software Failure" means a malfunction in the Contractor-supplied Software, other than Operating Software, which prevents the accomplishment of work, even though the Equipment (including its Operating Software) may still be capable of operating properly. For Operating Software failure, see definition of Equipment Failure. mm) "State" means the government of the State of California, its employees, and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California. nn) "System" means the complete collection of Hardware, Software, and services as described in this Contract, integrated and functioning together, and performing in accordance with this Contract. oo) "U.S. Intellectual Property Rights" means intellectual property rights enforceable in the United States of America, including without limitation rights in trade secrets, copyrights, and U.S. patents. 2. CONTRACT FORMATION: a) If this Contract results from a sealed bid offered in response to a solicitation conducted pursuant to Chapters 2 (commencing with Section 10290), 3 (commencing with Section 12100), and 3.6 (commencing with Section 12125) of Part 2 of Division 2 of the Public Contract Code (PCC), then Contractor's bid is a firm offer to the State which is accepted by the issuance of this Contract and no further action is required by either party. b) If this Contract results from a solicitation other than described in paragraph a), above, the Contractor's quotation or proposal is deemed a firm offer and this Contract document is the State's acceptance of that offer. c) If this Contract resulted from a joint bid, it shall be deemed one indivisible Contract. Each such joint Contractor will be jointly and severally liable for the performance of the entire Contract. The State assumes no responsibility or obligation for the division of orders or purchases among joint Contractors. 3. COMPLETE INTEGRATION: This Contract, including any documents incorporated herein by express reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of the Contract. Page 4 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1 -8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVIS IONS -INFORMATION TECHNOLOGY 4. SEVERABILITY: The Contractor and the State agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision. 5. INDEPENDENT CONTRACTOR: Contractor and the agents and employees of the Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State. 6. APPLICABLE LAW: This Contract shall be governed by and shall be interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this Contract shall be in Sacramento County, Sacramento California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. 7. COMPLIANCE WITH STATUTES AND REGULATIONS: a) The State and the Contractor warrants and certifies that in the performance of this Contract, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California. The Contractor agrees to indemnify the State against any loss, cost, damage, or liability by reason of the Contractors violation of this provision. b) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. d) If this Contract is in excess of $554,000 , it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA). e) To the extent that this Contract falls within the scope of Government Code Section 11135, the Contractor hereby agrees to respond to and resolve any complaint brought to its attention, regarding accessibility of its products or services. 8. CONTRACTOR'S POWER AND AUTHORITY: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any Page 5 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY arrangement with any third-party which might abridge any rights of the State under this Contract. a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. 9. ASSIGNMENT: This Contract shall not be assignable by the Contractor in whole or in part without the written consent of the State. The State's consent shall not be unreasonably withheld or delayed. For the purpose of this paragraph, the State will not unreasonably prohibit the Contractor from freely assigning its right to payment, provided that the Contractor remains responsible for its obligations hereunder. 10. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on any occasion, to enforce any right or provision of the Contract, shall not be construed to be a waiver by the State of its rights hereunder and shall not prevent the State from enforcing such provision or right on any future occasion. The rights and remedies of the State herein are cumulative and are in addition to any other rights or remedies that the State may have at law or in equity. 11. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications, or provisions which constitute this Contract, the following order of precedence shall apply: a) These General Provisions -Information Technology (In the instances provided herein where the paragraph begins: "Unless otherwise specified in the Statement of Work" provisions specified in the Statement of Work replacing these paragraphs shall take precedence over the paragraph referenced in these General Provisions); b) Contract form, i.e., Purchase Order STD 65, Standard Agreement STD 213, etc., and any amendments thereto; c) Other Special Provisions; d) Statement of Work, including any specifications incorporated by reference herein; e) Cost worksheets; and f) All other attachments incorporated in the Contract by reference. Page 6 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 12. PACKING AND SHIPMENT: a) All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications. Each container of a multiple container shipment shall be identified to: i. show the number of the container and the total number of containers in the shipment; and ii. the number of the container in which the packing sheet has been enclosed. b) All shipments by the Contractor or its subcontractors must include packing sheets identifying: the State's Contract number; item number; quantity and unit of measure; part number and description of the Goods shipped; and appropriate evidence of inspection, if required. Goods for different Contracts shall be listed on separate packing sheets. c) Shipments must be made as specified in this Contract, as it may be amended, or otherwise directed in writing by the State's Transportation Management Unit within the Department of General Services, Procurement Division. 13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract. a) The Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the Buyer. b) If "prepay and add" is selected, supporting freight bills are required when over $50, unless an exact freight charge is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted. c) On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received by the State in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the Equipment and/or material, the Contractor, on request of the State, shall at Contractor's own expense assist the State in establishing carrier liability by supplying evidence that the Equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal transportation conditions. 14. DELIVERY: The Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If the Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Deliverables and may return them to Contractor at the Contractor's expense or utilize any other rights available to the State at law or in equity. Page 7 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 15. SUBSTITUTIONS: Substitution of Deliverables may not be tendered without advance written consent of the Buyer. The Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the Buyer. 16. INSPECTION, ACCEPTANCE AND REJECTION: Unless otherwise specified in the Statement of Work: a) When acquiring Commercial Hardware or Commercial Software, the State shall rely on Contractor's existing quality assurance system as a substitute for State inspection and testing. For all other acquisitions, Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the State covering Deliverables and services under this Contract and will tender to the State only those Deliverables that have been inspected and found to conform to this Contract's requirements. The Contractor will keep records evidencing inspections and their result and will make these records available to the State during Contract performance and for three years after final payment. The Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of the Contractor's quality assurance System or other similar business practices related to performance of the Contract. b) All Deliverables may be subject to inspection and test by the State or its authorized representatives. c) The Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. The Contractor shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d) Subject to subsection 16 (a) above, all Deliverables may be subject to final inspection, test and acceptance by the State at destination, notwithstanding any payment or inspection at source. e) The State shall give written notice of rejection of Deliverables delivered or services performed hereunder within a reasonable time after receipt of such Deliverables or performance of such services. Such notice of rejection will state the respects in which the Deliverables do not substantially conform to their specifications. If the State does not provide such notice of rejection within fifteen (15) days of delivery for purchases of Commercial Hardware or Commercial Software or thirty (30) days of delivery for all other purchases, such Deliverables and services will be deemed to have been accepted. Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any nonconformity. f) Unless otherwise specified in the Statement of Work, title to Equipment shall remain with the Contractor and assigns, if any, until such time as successful acceptance testing has been achieved. Title to a special feature installed on a Machine and for which only a Page 8 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY single installation charge was paid shall pass to the State at no additional charge, together with title to the Machine on which it was installed. 17.SAMPLES: a) Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products bid and/or specified in the Contract. b) Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at the Contractor's expense. 18.WARRANTY: a) Unless otherwise specified in the Statement of Work, the warranties in this subsection a) begin upon delivery of the goods or services in question and end one (1) year thereafter. The Contractor warrants that (i) Deliverables and services furnished hereunder will substantially conform to the requirements of this Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work), and (ii) the Deliverables will be free from material defects in materials and workmanship. Where the parties have agreed to design specifications (such as a Detailed Design Document) and incorporated the same or equivalent in the Statement of Work directly or by reference , the Contractor will warrant that it's Deliverables provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for delivery of Commercial Software, the Contractor warrants that such Software will perform in accordance with its license and accompanying Documentation. The State's approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty. b) The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of harmful code (i.e., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers , data, or Software); and (ii) will not infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any Commercial Software delivered hereunder, the Contractor will, upon the State's request, provide a new or clean install of the Software. c) Unless otherwise specified in the Statement of Work: i. The Contractor does not warrant that any Software provided hereunder is error free or that it will run without immaterial interruption. ii. The Contractor does not warrant and will have no responsibility for a claim to the extent that it arises directly from (A) a modification made by the State, unless such modification is approved or directed by the Contractor, (B) use of Software in combination with or on products other than as specified by the Contractor, or (C) misuse by the State. iii. Where the Contractor resells Commercial Hardware or Commercial Software it purchased from a third-party, Contractor, to the extent it is legally able to do so, Page 9 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS-INFORMATION TECHNOLOGY will pass through any such third-party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor's warranty obligations set forth above. d) All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies, and governmental users of the Deliverables or services. e) Except as may be specifically provided in the Statement of Work or elsewhere in this Contract, for any breach of the warranties provided in this Section, the State's exclusive remedy and the Contractor's sole obligation will be limited to: i. re-performance, repair, or replacement of the nonconforming Deliverable (including without limitation an infringing Deliverable) or service; or ii. should the State in its sole discretion consent, refund of all amounts paid by the State for the nonconforming Deliverable or service and payment to the State of any additional amounts necessary to equal the State's Cost to Cover. "Cost to Cover" means the cost, properly mitigated, of procuring Deliverables or services of equivalent capability, function, and performance. The payment obligation in subsection (e)(ii) above will not exceed the limits on the Contractor's liability set forth in the Section entitled "Limitation of Liability." f) EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE CONTRACTOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 19.SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on State premises, the Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. The Contractor shall take any additional precautions as the State may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with the default provisions hereof. 20. INSURANCE: The Contractor shall maintain all commercial general liability insurance, workers' compensation insurance and any other insurance required under the Contract. The Contractor shall furnish insurance certificate(s) evidencing required insurance coverage acceptable to the State, including endorsements showing the State as an "additional insured" if required under the Contract. Any required endorsements requested by the State must be separately provided; merely referring to such coverage on the certificates(s) is insufficient for this purpose. When performing work on state owned or controlled property, Contractor shall provide a waiver of subrogation in favor of the State for its workers' compensation policy. Page 10 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 21.TERMINATION FOR NON-APPROPRIATION OF FUNDS: a) If the term of this Contract extends into fiscal years subsequent to that in which it is approved, such continuation of the Contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to affect such continued payment are not appropriated, the Contractor agrees to take back any affected Deliverables furnished under this Contract, terminate any services supplied to the State under this Contract, and relieve the State of any further obligation thereof. b) The State agrees that if it appears likely that subsection a) above will be invoked, the State and Contractor shall agree to take all reasonable steps to prioritize work and Deliverables and minimize the incurrence of costs prior to the expiration of funding for this Contract. c) THE STATE AGREES THAT IF PARAGRAPH a) ABOVE IS INVOKED, COMMERCIAL HARDWARE AND SOFTWARE THAT HAS NOT BEEN PAID FOR SHALL BE RETURNED TO THE CONTRACTOR IN SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. THE STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, TRANSPORTATION TO THE CONTRACTOR'S NEAREST FACILITY AND FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND CRATING. 22. TERMINATION FOR THE CONVENIENCE OF THE STATE: a) The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State's interest. The Department of General Services, Deputy Director, Procurement Division, or designee shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: i. Stop work as specified in the Notice of Termination. ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts. c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State. The Contractor shall submit the proposal promptly, but no later than 90 days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. Page 11 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY d) The Contractor and the State may agree upon the whole or any part of the amount to be paid as requested under subsection (c) above. e) Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience, the State will pay the Contractor the following amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed: i. The Contract price for Deliverables or services accepted or retained by the State and not previously paid for, adjusted for any savings on freight and other charges; and ii. The total of: A. The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B. The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C. Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. f) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause. 23. TERMINATION FOR DEFAULT: a) The State may, subject to the clause titled "Force Majeure" and to sub-section d) below, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Deliverables or perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so that the lack of progress endangers performance of this Contract; or iii. Perform any of the other provisions of this Contract. b) The State's right to terminate this Contract under sub-section a) above, may be exercised only if the failure constitutes a material breach of this Contract and if the Contractor does not cure such failure within the time frame stated in the State's cure notice, which in no event will be less than fifteen (15) days, unless the Statement of Work calls for a different period. c) If the State terminates this Contract in whole or in part pursuant to this Section, it may acquire, under terms and in the manner the Buyer considers appropriate, Deliverables or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Deliverables and services, including without limitation costs third- Page 12 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY party vendors charge for Manufacturing Materials (but subject to the clause entitled "Limitation of Liability"). However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title, or in the case of licensed Software, license, and deliver to the State, as directed by the Buyer, any: i. completed Deliverables, ii. partially completed Deliverables, and, iii. subject to provisions of sub-section e) below, Manufacturing Materials related to the terminated portion of this Contract. Nothing in this sub-section d) will be construed to grant the State rights to Deliverables that it would not have received had this Contract been fully performed. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Deliverables delivered and accepted and items the State requires the Contractor to transfer under section (d) above. Unless the Statement of Work calls for different procedures or requires no-charge delivery of materials, the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and other materials delivered and accepted by the State for the protection and preservation of the property; provided that where the Contractor has billed the State for any such materials, no additional charge will apply. Failure to agree will constitute a dispute under the Disputes clause. The State may withhold from these amounts any sum 1! determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined by a final decision that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) Both parties, State and Contractor, upon any termination for default, have a duty to mitigate the damages suffered by it. h) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract and are subject to the clause titled "Limitation of Liability." 24. FORCE MAJ EURE: Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited to: a) Acts of God or of the public enemy, and b) Acts of the federal or State government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform. Page 13 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 25.RIGHTS AND REMEDIES OF STATE FOR DEFAULT: a) In the event any Deliverables furnished, or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract. b) In addition to any other rights and remedies the State may have, the State may require the Contractor, at Contractor's expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor. c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor (but subject to the clause entitled "Limitation of Liability"). d) The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to the Contractor or to make a claim against the Contractor. 26.LIMITATION OF LIABILITY: a) Except as may be otherwise approved by the Department of General Services Deputy Director, Procurement Division or their designee, Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the Purchase Price. For purposes of this sub-section a), "Purchase Price" will mean the aggregate Contract price; except that, with respect to a Contract under which multiple purchase orders will be issued (e.g., a Master Agreement or Multiple Award Schedule contract), "Purchase Price" will mean the total price of the purchase order for the Deliverable(s) or service(s) that gave rise to the loss, such that the Contractor will have a separate limitation of liability for each purchase order. b) The foregoing limitation of liability shall not apply (i) to any liability under the General Provisions entitled "Compliance with Statutes and Regulations"; (ii) to liability under the General Provisions, entitled "Patent, Copyright, and Trade Secret Indemnity" or to any other liability (including without limitation indemnification obligations) for infringement of third-party intellectual property rights; (iii) to claims arising under provisions herein calling for indemnification for third-party claims against the State for death, bodily injury to persons or damage to real or tangible personal property caused by the Contractor's negligence or willful misconduct; or (iv) to costs or attorney's fees that the State becomes entitled to recover as a prevailing party in any action. c) The State's liability for damages for any cause whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the Purchase Price, as that term is defined in subsection a) above. Nothing herein shall be construed to waive or limit the State's sovereign immunity or any other immunity from suit provided by law. Page 14 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY d) In no event will either the Contractor or the State be liable for consequential, incidental, indirect, special, or punitive damages, even if notification has been given as to the possibility of such damages, except (i) to the extent that the Contractor's liability for such damages is specifically set forth in the Statement of Work or (ii) to the extent that the Contractor's liability for such damages arises out of sub-section b )(i), b )(ii), or b )(iv) above. 27.CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY: a) The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Contractor's site or at the State's place of business, provided that the injury or damage was caused by the fault or negligence of the Contractor. b) The Contractor shall not be liable for damages arising out of or caused by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract. 28. INDEMNIFICATION : The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all third-party claims, costs (including without limitation reasonable attorneys' fees), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract. Such defense and payment will be conditional upon the following: a) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. Page 15 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C 1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable. JO.REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et seq. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Deliverables or performance of services; or (ii) receipt of an undisputed invoice, whichever is later. 31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract. 32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly manufactured Goods or certified as new and warranted as new by the manufacturer; used or reconditioned Goods are prohibited, unless otherwise specified. 33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or agreement not incorporated in the Contract is binding on any of the parties. 34. CONFIDENTIALITY OF DATA: All financial statistical, personal, technical and other data and information relating to the State's operation which are designated confidential by the state and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession without obligation of confidentiality, is independently developed by the Contractor outside the scope of this Contract or is rightfully obtained from third parties. 35. NEWS RELEASES: Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Contract shall not be made without prior written approval of the Department of General Services. Page 16 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 36. DOCUMENTATION : a) The Contractor agrees to provide to the State, at no charge, all Documentation as described within the Statement of Work, and updated versions thereof, which are necessary or useful to the State in its use of the Equipment or Software provided hereunder. The Contractor agrees to provide additional Documentation at prices not in excess of charges made by the Contractor to its other customers for similar Documentation. b) If the Contractor is unable to perform maintenance or the State desires to perform its own maintenance on Equipment purchased under this Contract, then upon written notice by the State the Contractor will provide at Contractor's then current rates and fees adequate and reasonable assistance including relevant Documentation to allow the State to maintain the Equipment based on the Contractor's methodology. The Contractor agrees that the State may reproduce such Documentation for its own use in maintaining the Equipment. If the Contractor is unable to perform maintenance, the Contractor agrees to license any other Contractor that the State may have hired to maintain the Equipment to use the above noted Documentation. The State agrees to include the Contractor's copyright notice on any such Documentation reproduced, in accordance with copyright instructions to be provided by the Contractor. 37. RIGHTS IN WORK PRODUCT: a) All inventions, discoveries, intellectual property, technical communications, and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the Contractor's administrative communications and records relating to this Contract (collectively, the "Work Product"), shall be the Contractor's exclusive property. The provisions of this sub-section a) may be revised in a Statement of Work. b) Software and other materials developed or otherwise obtained by or for the Contractor or its affiliates independently of this Contract or applicable purchase order ("Pre-Existing Materials") do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not. Nothing in this Section 37 will be construed to interfere with the Contractor's or its affiliates' ownership of Pre Existing Materials. c) The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. "Government Purpose Rights" are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. "Government Purpose Rights" also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, Page 17 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY California local governments, the U.S. federal government, and the State and local governments of other states. "Government Purpose Rights" do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d) The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e) This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract. 38. SOFTWARE LICENSE: Unless otherwise specified in the Statement of Work, the Contractor hereby grants to the State and the State accepts from the Contractor, subject to the terms and conditions of this Contract, a perpetual, irrevocable, royalty-free, non-exclusive , license to use the Software Products in this Contract (hereinafter referred to as "Software Products"). a) The State may use the Software Products in the conduct of its own business, and any division thereof. b) The license granted above authorizes the State to use the Software Products in machine readable form on the Computer System located at the site(s) specified in the Statement of Work. Said Computer System and its associated units (collectively referred to as CPU) are as designated in the Statement of Work. If the designated CPU is inoperative due to malfunction, the license herein granted shall be temporarily extended to authorize the State to use the Software Products, in machine-readable form , on any other State CPU until the designated CPU is returned to operation. c) By prior written notice, the State may-redesignate the CPU in which the Software Products are to be used provided that the redesignated CPU is substantially similar in size and scale at no additional cost. The redesignation shall not be limited to the original site and will be effective upon the date specified in the notice of redesignation. d) Acceptance of Commercial Software (including third-party Software) and Custom Software will be governed by the terms and conditions of this Contract. 39.PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA: a) The State agrees that all material appropriately marked or identified in writing as proprietary and furnished hereunder are provided for the State's exclusive use for the purposes of this Contract only. All such proprietary data shall remain the property of the Contractor. The State agrees to take all reasonable steps to ensure that such proprietary data are not disclosed to others, without prior written consent of the Contractor, subject to the California Public Records Act. b) The State will ensure, prior to disposing of any media, that any licensed materials contained thereon have been erased or otherwise destroyed. c) The State agrees that it will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to licensed software and other Page 18 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY proprietary data to satisfy its obligations in this Contract with respect to use, copying, modification, protection and security of proprietary software and other proprietary data. 40. RIGHT TO COPY OR MODIFY: a) Any Software Product provided by the Contractor in machine-readable form may be copied, in whole or in part, in printed or machine-readable form for use by the State with the designated CPU, to perform one-time benchmark tests, for archival or emergency restart purposes, to replace a worn copy, to understand the contents of such machine readable material, or to modify the Software Product as provided below; provided, however, that no more than the number of printed copies and machine-readable copies as specified in the Statement of Work will be in existence under this Contract at any time without prior written consent of the Contractor. Such consent shall not be unreasonably withheld by the Contractor. The original, and any copies of the Software Product, in whole or in part, which are made hereunder shall be the property of the Contractor. b) The State may modify any non-personal computer Software Product, in machine-readable form, for its own use and merge it into other program material. Any portion of the Software Product included in any merged program material shall be used only on the designated CPUs and shall be subject to the terms and conditions of the Contract. 41. FUTURE RELEASES: Unless otherwise specifically provided in this Contract, or the Statement of Work, if improved versions, e.g., patches, bug fixes, updates, or releases, of any Software Product are developed by the contractor, and are made available to other licensees, they will be made available to the State at no additional cost only if such are made available to other licensees at no additional cost. If the Contractor offers new versions or upgrades to the Software Product, they shall be made available to the State at the State's option at a price no greater than the Contract price plus a price increase proportionate to the increase from the list price of the original version to that of the new version, if any. If the Software Product has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the Contractor in good faith. 42. ENCRYPTION/CPU ID AUTHORIZATION CODES: a) When Encryption/CPU Identification (ID) authorization codes are required to operate the Software Products, the Contractor will provide all codes to the State with delivery of the Software. b) In case of inoperative CPU, the Contractor will provide a temporary encryption/CPU ID authorization code to the State for use on a temporarily authorized CPU until the designated CPU is returned to operation. c) When changes in designated CPUs occur, the State will notify the Contractor via telephone and/or facsimile/e-mail of such change. Upon receipt of such notice, the Contractor will issue via telephone and/or facsimile/e-mail to the State within 24 hours, a temporary encryption ID authorization code for use on the newly designated CPU until such time as permanent code is assigned. 43.PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY: Page 19 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY a) Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, from any and all third-party claims, costs (including without limitation reasonable attorneys' fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third-party and sold by Contractor as a reseller, Contractor will pass through to the State such indemnity rights as it receives from such third-party ("Third-Party Obligation") and will cooperate in enforcing them; provided that if the third-party manufacturer fails to honor the Third-Party Obligation, Contractor will provide the State with indemnity protection equal to that called for by the Third-Party Obligation, but in no event greater than that called for in the first sentence of this Section). The provisions of the preceding sentence apply only to third party computer Hardware or Software sold as a distinct unit and accepted by the State. Unless a Third-Party Obligation provides otherwise, the defense and payment obligations set forth in this Section will be conditional upon the following: i. The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and ii. The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law , the State may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise which approval will not unreasonably be withheld or delayed; and (c) the State will reasonably cooperate in the defense and in any related settlement negotiations. b) Should the Deliverables, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, the State shall permit the Contractor, at its option and expense, either to procure for the State the right to continue using the Deliverables, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such Deliverables by the State shall be prevented by injunction the Contractor agrees to take back such Deliverables and make every reasonable effort to assist the State in procuring substitute Deliverables. If, in the sole opinion of the State, the return of such infringing Deliverables makes the retention of other Deliverables acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Page 20 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY Deliverables and refund any sums the State has paid the Contractor less any reasonable amount for use or damage. c) The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: i. The combination or utilization of Deliverables furnished hereunder with Equipment, Software, or devices not made or furnished by the Contractor; or, ii. The operation of Equipment furnished by the Contractor under the control of any Operating Software other than, or in addition to, the current version of Contractor-supplied Operating Software; or iii. The modification initiated by the State, or a third-party at the State's direction, of any Deliverable furnished hereunder; or iv. The combination or utilization of Software furnished hereunder with non contractor supplied Software. d) The Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation, or maintenance of computer Software in violation of copyright laws. 44. DISPUTES: a) The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, the Contractor shall submit to the contracting Department Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract. Contractor's written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor believes the State is liable. The contracting Department Director or designee shall have 30 days after receipt of Contractor's written demand invoking this Section "Disputes" to render a written decision. If a written decision is not rendered within 30 days after receipt of the Contractor's demand, it shall be deemed a decision adverse to the Contractor's contention. If the Contractor is not satisfied with the decision of the contracting Department Director or designee, the Contractor may appeal the decision, in writing, within 15 days of its issuance (or the expiration of the 30 day period in the event no decision is rendered by the contracting department), to the Department of General Services, Deputy Director, Procurement Division, who shall have 45 days to render a final decision. If the Contractor does not appeal the decision of the contracting Department Director or designee, the decision shall be conclusive and binding regarding the dispute and the Contractor shall be barred from commencing an action in court, or with the Victims Compensation Government Claims Board, for failure to exhaust Contractor's administrative remedies. Page 21 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY b) Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State's instructions regarding this Contract. Contractor's failure to diligently proceed in accordance with the State's instructions regarding this Contract shall be considered a material breach of this Contract. c) Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Deputy Director, Procurement Division if an appeal was made. If the Deputy Director, Procurement Division fails to render a final decision within 45 days after receipt of the Contractor's appeal for a final decision, it shall be deemed a final decision adverse to the Contractor's contentions. The State's final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later. d) For disputes involving purchases made by the Department of General Services, Procurement Division, the Contractor shall submit to the Department Director or designee a written demand for a final decision, which shall be fully supported in the manner described in subsection a) above. The Department Director or designee shall have 30 days to render a final decision. If a final decision is not rendered within 30 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's contention. The final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later. e) The dates of decision and appeal in this section may be modified by mutual consent, as applicable, excepting the time to commence an action in a court of competent jurisdiction. 45. STOP WORK: a) The State may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period up to 45 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage. Within a period of 45 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either: i. Cancel the Stop Work Order; or ii. Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract. Page 22 of 29 DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242860185E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVIS IONS -INFORMATION TECHNOLOGY b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if: i. The Stop Work Order results in an increase in the time required for, or in the Contractor's cost properly allocable to the performance of any part of this Contract; and ii. The Contractor asserts its right to an equitable adjustment within 60 days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause. 46.EXAMINATION AND AUDIT: The Contractor agrees that the State or its designated representative shall have the right to review and copy any records and supporting documentation directly pertaining to performance of this Contract. The Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment unless a longer period of records retention is stipulated. The Contractor agrees to allow the auditor(s) access to such records during normal business hours and in such a manner so as to not interfere unreasonably with normal business activities and to allow interviews of any employees or others who might reasonably have information related to such records. Further, the Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract. The State shall provide reasonable advance written notice of such audit(s) to the Contractor. 47. FOLLOW-ON CONTRACTS: a) If the Contractor or its affiliates provides Technical Consulting and Direction (as defined below), the Contractor and its affiliates: i. will not be awarded a subsequent Contract to supply the service or system, or any significant component thereof, that is used for or in connection with any subject of such Technical Consulting and Direction; and ii. will not act as consultant to any person or entity that does receive a Contract described in sub-section (i). This prohibition will continue for one (1) year after termination of this Contract or completion of the Technical Consulting and Direction, whichever comes later. b) "Technical Consulting and Direction" means services for which the Contractor received compensation from the State and includes: Page 23 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY i. development of or assistance in the development of work statements, specifications, solicitations, or feasibility studies; ii. development or design of test requirements; iii. evaluation of test data; iv. direction of or evaluation of another Contractor; v. provision of formal recommendations regarding the acquisition of Information Technology products or services; or vi. provisions of formal recommendations regarding any of the above. For purposes of this Section, "affiliates" are employees, directors, partners, joint venture participants, parent corporations, subsidiaries, or any other entity controlled by, controlling, or under common control with the Contractor. Control exists when an entity owns or directs more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority. c) To the extent permissible by law , the Director of the Department of General Services , or designee, may waive the restrictions set forth in this Section by written notice to the Contractor if the Director determines their application would not be in the State's best interest. Except as prohibited by law, the restrictions of this Section will not apply: i. to follow-on advice given by vendors of commercial off-the-shelf products, including Software and Hardware, on the operation, integration, repair, or maintenance of such products after sale; or ii. where the State has entered into a master agreement for Software or services and the scope of work at the time of Contract execution expressly calls for future recommendations among the Contractor's own products. d) The restrictions set forth in this Section are in addition to conflict-of-interest restrictions imposed on public Contractors by California law ("Conflict Laws"). In the event of any inconsistency, such Conflict Laws override the provisions of this Section, even if enacted after execution of this Contract. 48. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353. 49. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and Page 24 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity. 50. NONDISCRIMINATION CLAUSE: a) During the performance of this Contract, the Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment, against any employee or applicant for employment because of sex, sexual orientation , race , color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. The Contractor and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. The Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b) The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 51.NATIONAL LABOR RELATIONS BOARD CERTIFICATION: The Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two year period because of the Contractor's failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296. 52.ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein: a) In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, material or other items, or services by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier. b) If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the Page 25 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY State any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and i. the assignee has not been injured thereby, or ii. the assignee declines to file a court action for the cause of action. 53. DRUG-FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions: a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following: i. the dangers of drug abuse in the workplace; ii. the person's or organization's policy of maintaining a drug-free workplace; iii. any available counseling, rehabilitation, and employee assistance programs; and, iv. penalties that may be imposed upon employees for drug abuse violations. c) Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract: i. will receive a copy of the company's drug-free policy statement; and, ii. will agree to abide by the terms of the company's statement as a condition of employment on the Contract. 54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. "Four Digit Date Compliant" Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein. 55. SWEATFREE CODE OF CONDUCT: a) Contractor declares under penalty of perjury that no equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal Page 26 of 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. b) The Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine the Contractor's compliance with the requirements under paragraph (a). 56. RECYCLED CONTENT REQUIRMENTS: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material (as defined in the Public Contract Code (PCC) Section 12200-12209), in products, materials, goods, or supplies offered or sold to the State that fall under any of the statutory categories regardless of whether the product meets the requirements of Section 12209. The certification shall be provided by the contractor, even if the product or good contains no postconsumer recycled material, and even if the postconsumer content is unknown. With respect to printer or duplication cartridges that comply with the requirements of Section 12156( e ), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205 (b)(2)). A state agency contracting officer may waive the certification requirements if the percentage of postconsumer material in the products, materials , goods , or supplies can be verified in a written advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet web site. Contractors are to use, to the maximum extent economically feasible in the performance of the contract work, recycled content products (PCC 12203(d)). 57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that: a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 58.AMERICANS WITH DISABILITIES ACT: The Contractor assures the State that the Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). 59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance. Page 27 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E GSPD-401 IT (REVISED AND EFFECTIVE 11/19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY 60. USE TAX COLLECTION: In accordance with PCC Section 10295.1, the Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise the State of any change in its retailer's seller's permit or certification of registration or applicable affiliate's seller's permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1. 61.EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections 10286 and 10286.1 and is eligible to contract with the State. 62. DOMESTIC PARTNERS: For contracts over $100,000 executed or amended after January 1, 2007, the contractor certifies that the contractor is in compliance with Public Contract Code Section 10295.3. 63.SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a) If for this Contract the Contractor made a commitment to achieve small business participation, then the Department requires the Contractor upon completion of this Contract (or within such other time period as may be specified elsewhere in this Contract) to report the actual percentage of small business participation that was achieved. (Govt. Code § 14841 ) b) If for this Contract the Contractor made a commitment to achieve the disabled veteran business enterprise (DVBE) participation goal, then, pursuant to Mil. & Vets. Code § 999.S(d), upon completion of this Contract, the Department requires the Contractor to certify using the Prime Contractor's Certification -DVBE Subcontracting Report (STD 817), all of the following: i. the total amount the prime Contractor received under the Contract; ii. the name, address, Contract number and certification ID number of the DVBE(s) that participated in the performance of this Contract; iii. the amount and percentage of work the prime Contractor committed to provide to one or more DVBE(s) under the requirements of the Contract and the total payment each DVBE received from the prime Contractor; iv. that all payments under the Contract have been made to the DVBE(s); and v. the actual percentage of DVBE participation that was achieved. Upon request, the prime Contractor shall provide proof of payment for the work. If for this Contract the Contractor made a commitment to achieve the DVBE participation goal, the Department will withhold $10,000 from the final payment, or the full final payment if less than $10,000, until the Contractor complies with the certification requirements above. A Contractor that fails to comply with the certification requirement shall, after written notice, be allowed to cure the defect. Notwithstanding any other law, if, after at least 15 calendar days but not more than 30 calendar days from the date of written notice, the prime contractor refuses to comply with the certification requirements, the Department shall permanently deduct $10,000 from the final payment, or the full payment if less than $10,000. (Mil. & Vets. Code§ 999.7) Page 28 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E GSPD-401 IT (REVISED AND EFFECTIVE 11 /19/21) GENERAL PROVISIONS -INFORMATION TECHNOLOGY A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code§ 999.S(d); Govt. Code§ 14841) Contractor agrees to comply with the rules, regulations, ordinances, and statutes that apply to the DVBE program as defined in Section 999 of the Mil. & Vets. Code, including, but not limited to, the requirements of Section 999.S(d). (PCC Code § 10230) 64. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC 12104.5(b ). ). Page 29 of 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E i:11,,;l llllt:::lll /-\. State of California California Governor's Office of Emergency Services at PUBLIC SAFETY COMMUNICATIONS PUBLIC SAFETY RADIO GOODS 3SPECIAL PROVISIONS TDe-947 (REV. 12/2016) 1. TECHNICAL STANDARDS a) Where applicable, all goods delivered shall meet or exceed the requirements contained in the Code of Federal Regulations , Title 47 Telecommunication, Chapter I Federal Communications Commission Rules and Regulations, in particular: i) Part 2, Subpart I, "Marketing of Radio Frequency Devices" (47CFR2.803). All goods offered shall be authorized by the FCC by the bid due date. ii) Part 15, Radio Frequency Devices (47CFR15). iii) Part 90, Private Land Mobile Radio Service (47CFR90). iv) Part 101, Fixed Microwave Services (47CFR101). b) Where applicable, all goods operating in the analog mode shall meet or exceed all applicable performance standards listed in TINEIA-603-C, "Land Mobile FM and PM Communications Equipment Measurement and Performance Standards", unless otherwise stated in the specification. i) The State may consider goods operating within 30- 50 MHz that are tested under comparable performance standards listed in TIA-603 and possibly EIA-152-C, "Minimum Standards for Land Mobile Communication FM or PM Transmitters , 25- 866 MHz" and EIA/TIA-204-D, "Minimum Standards for Land Mobile Communication FM or PM Receivers, 25-866 MHz (which were superseded by TINEIA-603). ii) Specification compliance testing conducted by the State, however, will be conducted in accordance with the methods, procedures, and requirements of TINEIA-603-C, unless otherwise stated in the specification. All measurements of transmitter radio frequency specifications shall be made at the transmitter chassis antenna connector. All measurements of receiver radio frequency specifications shall be made at the receiver chassis antenna connector. Measurements of received audio response and distortion shall be made at the speaker output. iii) The performance requirements contained within the technical specifications further define and, in some cases, exceed the requirements contained in TINEIA-603-C. In the event of a conflict between performance requirements contained in TINEIA- 603-C and the performance requirements contained in the specification, the requirements contained in the specification shall prevail. c) Where applicable, all goods operating in the digital mode shall meet or exceed all applicable APCO Project 25 system standards listed in the TINEIA 102 series of standards, interim standards and technical bulletins . d) Where applicable, all goods operating within 806-809 I 821-824 MHz and 851-854 / 866-869 MHz shall comply with the recommendations set forth in the National Public Safety Planning Advisory Committee 800 MHz NPSPAC Channel Regional Communications Plan for Regions 5 and 6 approved by the Federal Communications Commission (FCC) in 4 7CFR90.621 (g). 2. SPECIAL ORDERING PROVISIONS During the thirty-calendar day period immediately following purchase order issuance, the State reserves the right to increase the quantity ordered by up to twenty-five percent, or as otherwise specified, at rates not to exceed those contained herein. 3. SPECIFICATION COMPLIANCE TESTING a) Goods may be inspected before acceptance for workmanship, appearance, and conformance to all other requirements of the specifications. The State may reject any shipment or item of a shipment that is not in compliance with specification requirements or is otherwise defective in any manner. b) Within fifteen calendar days after contractor first receives notice of rejection, contractor shall, if requested by the State, remove rejected goods from the State's facilities. Upon failure of contractor to remove such goods from the State's facilities within the specified period, the State may forward such goods to contractor by common carrier, at contractor's expense and risk. c) Unless otherwise specified at time of rejection, and at no cost to the State, all rejected goods shall be repaired or replaced by contractor and shall be returned to the State within thirty calendar days from the date the goods are made available on, or removed from, the State's facilities, whichever occurs first. d) Unless otherwise specified at time of rejection, if contractor does not deliver goods meeting specifications within sixty calendar days from the date the goods are made available on , or removed from, State 's facilities, whichever occurs first, contractor shall be deemed to be in default, and the State will terminate the purchase order in whole or in part in accordance with the Termination for Default provision contained in the General Provisions . Page 1 of 2 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E TDe-947 (Rev. 12/2016) Reverse e) At the State's option, contractor may be permitted to make repairs of rejected goods at the State's facilities. 4. MINIMUM GUARANTEES AND WARRANTIES a) Contractor is responsible for all guarantees and warranties required herein. Any guarantee/warranty offered by the original goods manufacturer shall not relieve contractor of this responsibility. b) If contractor is other than the manufacturer of goods delivered, contractor warrants that the manufacturer has authorized contractor to sell goods delivered. At the request of the State, written verification by manufacturer of such authorization shall be immediately provided. c) All goods delivered shall be guaranteed by contractor against defects for eighteen months from date of acceptance. d) During the guarantee period, contractor shall repair or replace, at its option and expense, all defective goods, or refund the purchase price thereof. e) ~nless otherwise specified at time of requested repair, 1f contractor has not completed guarantee repair within thirty calendar days after notification of a malfunction, the State may effect such repairs and bill contractor for material cost and labor cost at the State technician current hourly rate. f) Workmanship and materials provided by contractor in the performance of any installation work required shall be guaranteed for ninety calendar days after installation. Workmanship or materials which are found to be defective during this period shall be promptly corrected at contractor's expense. g) During the Warranty Period, Contractor shall manage the individual warranties and maintenance services (if any) of the third-party Goods. If the third-party Goods do not function as warranted during the Warranty Period, Contractor will correct the deficiency 5. DESIGN DEFECT a) A design defect, based on the number purchased from the contract, shall be defined as identical failures occurring within five years after delivery in at least five units or five percent, whichever is larger, of identical assemblies, subassemblies, or parts supplied. (Shall be based on the number delivered to the State of California). b) Delivered goods shall be guaranteed by contractor against design defects for five years from date of acceptance. Upon written notification to and confirmation by contractor of design defects evidenced within the five-year guarantee period, contractor shall take prompt corrective action, at no cost to the State. c) Whenever it is necessary for contractor to take corrective action of design defects, contractor shall take the same corrective action in all identical goods supplied. d) All parts and materials used in corrective action for design defects shall be guaranteed by contractor against defects for one year from date of such corrective action. 6. SERVICE PROVISIONS a) Contractor shall provide the following services that will repair or exchange, in the times indicated, all defective goods returned by the State for repair. i) Emergency no-charge warranty service within five calendar days, excluding shipping time, for defective goods returned within the guarantee period . ii) Non-emergency no-charge warranty service within twenty calendar days, excluding shipping time, for defective goods returned within the guarantee period. iii) Emergency full-charge nonwarranty service within five calendar days, excluding shipping time, for defective goods returned after expiration of the guarantee period. 7. AVAILABILITY OF REPAIR PARTS a) Contractor shall notify State of the date of last manufacture for all goods delivered. b) For a period of seven years from the notice of last manufacture, contractor shall make available to the State exact replacement parts for use in the delivered goods. c) If exact replacement parts are not available, contractor may substitute equal or similar parts which do not deteriorate performance and which will continue to meet all specifications in effect at the time of purchase. 8. AVAILABILITY OF MANUALS a) Contractor shall offer for free, or for purchase, complete service and repair manuals of the products offered on the contract. b) The manuals shall include theory of operation, board level schematics and complete parts lists. 9. AVAILABILITY OF TOOLS AND ADAPTORS a) Contractor shall offer for free, or for purchase, any specialized tools or adaptors needed to complete factory level repairs . b) The specialized tools and adaptors provided by the contractor shall enable technicians to complete factory level repairs, at the purchaser's repair and maintenance facilities, without voiding factory warranty. 10. SOFTWARE USAGE/LICENSE REQUIREMENT a) The California Governor's Office of Emergency Services, Public Safety Communications, and/or the purchasing agency shall be permitted to make unlimited copies of any software required for installation and maintenance of goods supplied. Such copies shall be for the sole and exclusive use of the State designated maintenance and engineering personnel in the installation, maintenance, and operation of the delivered goods. b) Any need for a separate software license agreement to reflect the scope and/or limitations of this usage shall be negotiated to the mutual agreement of the parties, including Department of General Services, Procurement Division and Public Safety Communications Agency. Page 2 of 2 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE EXHIBIT BNOKIA City of Fresno, California Wastewater -Co. Plaza Statement of Work November 03, 2021 Microwave Deployment Services Wavence/UBT Bid#: 20.US.924217.03 DocuSign Envelope ID : 5306EF16-O56E-43C1 -8954-EB242B601B5E NOKIA NOKIA f in © Nokia 2020. All rights reserved . About Nokia Nokia is a global leader in the technologies that connect people and things. Powered by the innovation of Bell Labs and Nokia Technologies, the company is at the forefront of creating and licensing the technologies that are increasingly at the heart of our connected lives. With state-of-the-art software, hardware and services for any type of network, Nokia is uniquely positioned to help communication service providers, governments , and large enterprises deliver on the promise of 5G, the Cloud and the Internet of Things. http://www.nok ia.com // http ://networks .nokia .com DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE NCKIA Table of Contents 41 Introduction .................................................................................. 2 Project Description ....................................................................... 4 3 Microwave Deployment Services ................................................. 5 4 Status Meeting and Reports ....................................................... 12 5 Schedule/ Timeline ................................................................... 13 6 Assumptions .............................................................................. 13 7 Exclusions .................................................................................. 14 8 Additional Terms ........................................................................ 15 9 Pricing Summary ........................................................................ 16 10 List of Services ........................................................................... 17 11 Microwave Deployment: Frequency Planning ............................ 17 12 Entire Agreement ....................................................................... 19 Scope of Work 3 / 19 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services 1 Introduction This Statement of Work ("SOW") describes the deliverables, parties, respective responsibilities and other conditions applicable for the provision of Microwave Deployment Services ("Service(s)") by Nokia of America Corporation ("Nokia") for the City of Fresno, California ("City of Fresno"). Performance of the Services described in this SOW shall be governed by the terms of the State of California Participating Addendum, No. 7-22-70-49-15 between the State of California and Nokia ("Agreement") and the Washington NASPO ValuePoint Primary Agreement Number 00318. No obligation to provide any of the Services described herein arises unless an order for such Service, incorporating the terms of this SOW, has been placed by City of Fresno and accepted by Nokia. In the event of a 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 identified in this SOW. 2 Project Description 2.1 Overview This project covers deployment of one (1) HOP, 9500MPT UBT-S Microwave System as part of the solution for City of Fresno microwave network. Nokia will furnish and install new microwave UBT radios for one link. Nokia will furnish and install antennas Tx line systems at all sites. Antennas and antenna mounts will be reused by customer. Nokia will test and turn-up the newly installed microwave radios. Customer will provide DC power system for all sites. Nokia will complete the microwave radio to transmission line connections and inter-bay cabling. Nokia will provide site surveys, closeout documentation that includes radio RFC2544 tests, sweeps for newly installed coaxial/fiber runs and as built drawings. Nokia will perform the frequency selection and FCC license application. Any changes to the scope of this SOW due to the results of actual site surveys and/or customer changes may result in additional charges to Freedom Mobile Inc. 2 .2 Equipment configurations • 2 x 9500 MPR Shelf Kit w/FanEvo -HSv2 • 4 x CoreEvo-1 0G • 4 x EAC 1G • 4xUBT-S10-11GHz • 4 x RTU 200 Mbps UBT-S Capacity © Nokia 2019. Statement of Work 4 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB2428601 B5E City of FresnoNOKIA Microwave Deployment Services 3 Microwave Deployment Services Microwave equipment in City of Fresno's network as more specifically described in the sections below. Engineers will work with City of Fresno to create a microwave design, define technical requirements, and determine the bill of materials required for the project. Installation technicians will perform installation and commissioning of the equipment including tasks such as antenna system, and radio system installation, test, and commissioning. Work is coordinated by dedicated project and program management resources. Depending on the project scope, various other services may be included such as: feasibility studies, path surveys, microwave path design, frequency planning, other equipment installation services, and equipment removal. Nokia and City of Fresno responsibilities will be designated with the following: N Nokia C Customer (City of Fresno) 3.1 Responsibilities -Management Services Facilitate escalation of issues and access to research and development, technical assistance, product line management, and manufacturing support functions. The following program office personnel will be assigned to the project: 3.1.1 Program Manager (PM) The PM is the Nokia individual responsible for the day-to-day activities required for successful deployment and completion of the project. The PM will maintain control of the project and has access to those resources required for successful completion of the work. The PM is the City of Fresno's primary point of contact during the performance of the work. Tasks N C Program Manager (PM): Comply with the terms and conditions of the Agreement and Purchase Order X Collaborate to develop a baseline Project Management Plan and Schedule Management Plan (Project Timeline) with baseline schedule that includes critical paths and key milestones. X Coordinate and document any scope changes in accordance with the Nokia change management process. X Gain consensus/approval on a Communication Management Plan which includes status meeting location/duration/frequency, and reporting content and format with distribution list and media type. The plan will also include exception reporting and escalations. X © Nokia 2019. Statement of Work 5 / 19 Proprietary and Confidential DocuSign Enve lope ID : 5306EF16-D56E-43C1 -8954-EB242B601B5E City of FresnoNOKIA Microwave Deployment Services Tasks N C Establish a Change Management Plan , which is a change control system of formal documented procedures that define how project deliverables are controlled , changed , and approved. X Manage Resources -allocate staff and other resources (e .g., equipment, laboratories, etc.), and gain commitment to project schedule. X Analyze and track project risks to verify that risks are identified , status is reported, and appropriate risk response plans are executed. Escalate and issue jeopardies as necessary. X Manage close-out activities before any necessary resources are released. Verify that all activities within scope of Nokia's responsibility under accepted purchase orders have been completed , including a mutually agreed upon Acceptance Test Procedure. Maintaining positive focus during the deployment stage of the project and into the post deployment phase. X Nokia will coordinate with City of Fresno to have a change record submitted and approved before any Nokia work is started. The scope of such work must be mutually agreed upon and any deviation from the scope must be approved by the City of Fresno X Place timely purchase orders for all goods and services included in the project. X Provide contact list, for project resources and stakeholders . X Provide access to facilities and systems as required. X Provide Nokia with all information necessary to perform services with technical configuration information . X Procurement Management -The PM coordinates the definition of the detailed Bill of Materials and tracks the procurement and delivery of materials that have been purchased from Nokia including third party content. X Risk Management -The PM identifies and analyzes risks in the project. The PM proposes mitigation plans as necessary , and report and escalate risks as required . X 3.1.2 Deliverables Tasks N C Program Manager (PM): Project Management Plan & Schedule Management Plan (Project Timeline) with baseline schedule that includes critical paths & key milestones outlined in the SOW. X Communication Management Plan which includes status meeting location/duration/frequency, and reporting content & format with distribution list & med ia type. The plan will also include exception reporting and escalations . X Change Management Plan which is a change control system of formal documented procedures that define how project deliverables are controlled, changed , and approved . X Provide the documents listed as part of the Engineering Phase and provide timely updates to the Project Management Plan and Schedule Management Plan during the duration of the project. X City of Fresno is to provide best effort assessment and accurate dates for key milestones dates that affect the implementation schedule. X © Nokia 2019. Statement of Work 6 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE City of FresnoNOKIA Microwave Deployment Services Tasks N C City of Fresno is to approve the initial and changes to the Project Management Plan and the Schedule Management Plan in a timely manner. X Project Closeout Document X 3.1.3 Deployment Project Manager (DPM) The DPM is the individual responsible for the day-to-day activities required for successful installation and commissioning of the Microwave equipment. The DPM has resources at his disposal to complete the project on time and within City of Fresno's expectations. Tasks N C Deployment Project Manager (DPM): Site acquisition X Civil engineering for equipment shelters and towers X Building and tower modifications to accommodate new equipment (if requ ired) X Coordinate the site surveys required to finalize the scope of work related to the specific project. X Antenna systems and other OEM equipment procurement. X Radio system installation X Antenna system installation X Radio system test and commissioning X Antenna system test X Manage Services and Standard Acceptance X 3.1.4 Deliverables Deliverables N C Deployment Project Manager (DPM): Provide site survey report X Provide test results for radio and antenna systems X Provide project close out package X 3.2 Responsibilities -Transmission Engineering Services Include various engineering services that gather information to support the design of the microwave paths and the development of the frequency plan for City of Fresno's microwave implementation project. © Nokia 2019. Statement of Work 7 / 19 Proprietary and Confidential DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services 3.2.1 Frequency Planning, Coordination, Licensing and Engineering Frequency planning Services include frequency selection, prior coordination, interference case resolution, and FCC license application documentation preparation. Interference studies will be conducted utilizing industry accepted methods, hardware, and software to build a database that is as accurate as possible at the time of the study. City of Fresno must be aware that a resolution to the frequency plan (Interference Resolution) may require antenna upgrades or other changes in system design. Tasks N C Frequency Planning, Coordination, Licensing and Engineering: Complete frequency selection and provide frequency coordination data sheets X Complete the Prior Coordination Notice and associated Supplemental Showing documents under FCC Part 101.103(d) rules X Complete the FCC 601 license application X File the license application with the FCC X Payment of FCC license fees X Note(s): 1. In the event, that frequency interference is detected during the Acceptance Testing of a radio system and Nokia provided the frequency planning services, Nokia's total responsibility for correcting the problem is limited to selecting new frequencies. 2. If interference occurs after the radio system has been installed and accepted, corrective action is the sole responsibility of City of Fresno. 3.2.2 Deliverables Deliverables I N I C Frequency Planning, Coordination, Licensing and Engineering: Provide frequency coordination data sheets (PCN) XI I 3.3 Responsibilities -Microwave Equipment Installation Services Nokia and City of Fresno will work together based on the split of responsibilities specified below, to perform tasks associated to the physical installation of the equipment in scope. 3.3.1 Site Surveys Site Surveys will cover visual inspection of the equipment location, review of City of Fresno provided documentation, and collection of information or data relevant to the preparations for the subsequent installation tasks included in this project. Tasks NISite Surveys: © Nokia 2019. Statement of Work 8 / 19 Proprietary and Confidential C DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services Tasks N C Provide site location and representative to be available at time of site survey. X Provide unrestricted access (e.g., permissions, keys, access codes, badges) to secured or guarded building and facilities, or provide escorted access as necessary. X Provide customer technical requirements, as applicable for product(s) being deployed . (Including customer specifications for site requirements) X Provide site documentation, drawings, and master records (if available) X Provide planned equipment location (if known) X Provide all required demarcation assignments and network configuration X Review the quantity and location of existing equipment and peripherals specific to the planned equipment installation (e.g. power, grounding interface, interconnected equipment, control systems , and cable/fiber duct) X Determine site material required to support installation of equipment configuration . X Identify issues such as : equipment shortages, standards issues , floor space constra int and equipment compatibility issues. X Review cable demarcation points and determine distance and routing for applicable cables such as power, grounding , routing, alarm , and signal cables. X Determine and document locations for Nokia proposed equipment at each site . X Review and approve locations for Nokia proposed equipment at each site . X Identify any site alarms that are to be wired directly to the microwave radio. X Review and approve the site alarms that are to be wired directly to the microwave radio . X Document existing fuse and breaker position and available open positions for project use . X Validate site survey results and requirements . X Approve final equipment location and provide acceptance X 3.3.2 Deliverables Deliverables N C Complete site survey template , including list of site survey issues, site material requirements, equipment placement, etc. to Nokia for validation. X Develop site survey report, including list of site requirements and responsibilities. X 3.3.3 Towers Tower work covers structural analysis and construction or modification of towers in support of the project will include the following tasks . Tasks N C Towers: Construct or modify tower in accordance with approved final design and the applicable version of EIA/TIA RS-222. To include painting, tower lights, safety climb ladders and lightning rods . X © Nokia 2019 . Statement of Work 9 / 19 Proprietary and Confidential DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B60185E City of FresnoNCKIA Microwave Deployment Services Tasks N C Provide and connect adequate earth ground in accordance with final design and the applicable version of EIA/TIA RS-222 . X Provide antenna and waveguide support systems including waveguide ladder, waveguide bridoe, and oround bus bars. X Provide and install footing hardware and building modifications required to accommodate a tripod or antenna mount on buildinq rooftop or sidewall if aoolicable . X Provide site documentation including plot plans and architectural blueprints for towers and shelters. X Provide structural analysis report on existing towers or facilities to validate that they are structu rally sound to accommodate new radio and antenna eQuipment. X Provide survey documentation with proposed tower locations, property boundaries , true north , landscape details, fences and other details necessary for new towers. X 3.3.4 Deliverables Deliverables N C Towers: Tower profile drawing X Tower analysis report X Tower maooing report X Tower readiness schedule X 3.3.5 Radio Installation Installation includes performing the assembly, wiring, turn-up, and testing tasks listed below in this section according to Nokia's and/or third-party manufacturer's prescribed procedures associated with the product. Tasks N C Radio Installation : LLD (Low-Level Design) for radio Configuration X Receive and inventory equipment from local warehouse X Deliver the Nokia equipment racks to each site, uncrate racks, and dispose of packing materials. X Install radio/MSS in Customer furnished Rack X Install Radio Outdoors X Run power cables into the cable trays and coil them above the rack locations for the Nokia equipment X Cut/terminate the coiled power cables to each of the Nokia racks, and ground their racks to the existing ground system. X Complete power connections at radio location and circuit breaker within 30 feet of radio locations. X Complete radio ground connection to Main Office/Site Ground within 50 feet of radio location. X Complete radio /transmission line interface connection . X Perform RFC2544 Testing . X © Nokia 2019 . Statement of Work 10 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services Tasks N C Complete alarm cabling if required. X Power on radio, warm up and provision . X Perform initial turn-up and acceptance tests on equipment as described in each Instruction Manual. X 3.3.6 Deliverables Deliverables N C Radio Installation: Provide Turn-up and Test Documentation X Measure and record transmit power X Measure and record actual RSL at 9500MPR radio X Record receiver fade margin (applicable only to paths designed by Nokia) X RFC2544 Ethernet test results X Performance Test Results X 3.3.7 Antenna & Waveguide/Transmission Line Systems Installation Installation includes performing the assembly, wiring, turn-up, and testing tasks listed below in this section according to Nokia's and/or third-party manufacturer's prescribed procedures associated with the product. - Tasks N C Antenna & Waveguide/Transmission line Systems Installation Install transmission line runs, hanger kits and ground kits in accordance with manufacturer's specifications. X Perform transmission line test to confirm compliance with manufacturer's specifications . X Perform trash clean-up at the end of each working day. X 3.3.8 Deliverables Deliverables I N I C Antenna and Transmission Line Transmission line continuity test results Ecat5 I X I 3.3.9 Decommissioning and Removal of Existing Equipment Equipment Removal includes disconnecting and removing from equipment area obsolete or unused equipment and/or dead cables for reuse, recycling , or scrap, depending on the specific the City of Fresno needs. Tasks I N I C Decommissioning and Removal of Existing Equipment © Nokia 2019. Statement of Work 11 / 19 Proprietary and Confidential DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 BSE City of FresnoNOKIA Microwave Deployment Services Tasks N C Turn off/ Mute the existing microwave equipment at system cutover X Removing existing microwave and relocating other terminal equipment as required at installation sites to accommodate installation of new equipment. X Removing existing tx lines from tower to accommodate new system . X Inventory the removed equipment, li sti ng the following, at a minimum : A. Owning Agency B. Model Numbers C. Serial Numbers D. Asset Numbers Location from which it was removed X Removal, disposal and abatement of all hazardous materials X X 3.3.10 Deliverables Deliverables I N I C Equipment Removal : Pack removed equipment and deliver to Customer specified location I X I Deliver decommissioned equipment to local warehouse designated by the Customer. I X I 3.4 Responsibilities -Acceptance of System Implementation Acceptance Testing includes the execution of tests specified in the Acceptance Test Plan with the purpose of obtaining City of Fresno 's sign-off or acceptance. Tasks N C Acceptance of System Implementation Coordinate the beginning of the acceptance testin g. X X Execute standard acceptance test plan to validate element-level, network-level, and system-level functionality. X X Acceptance tests will be performed in accordance with the standard procedures listed in the applicable Instruction Manuals for the proposed equipment. X Nokia will provide a Completion Notice (CN) for each hop. Corrections to be made and exceptions to be cleared at the site are to be listed on the CN. City of Fresno and Nokia are to sign the CN. Signature does not relieve Nokia of clearing the corrections and exceptions on the "punch list". X X 4 Status Meeting and Reports Nokia will commence project status meetings, frequency to be mutually agreed upon, at the commencement of the Engineering Phase of the project. Nokia will be responsible for providing the following items for the meeting © Nokia 2019 . Statement of Work 12 / 19 Proprietary and Confidential DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 BSE City of FresnoNOKIA Microwave Deployment Services Tasks N C Status Meeting and Reports: Meeting Notice -Notice to all participants which include time of meeting, agenda, location and required conference call or coordination information X Agenda -Each meeting will have a basic agenda to ensure an efficient meeting X Meeting Notes -Meeting minutes/notes that identify participants, key content and decisions, action items with identified resource and required completion date. All meeting notes will be sent out to participants within three (3) business days of the actual meeting date. X Begin the process with the commencement of the Engineering Phase X Provide the three listed documents in a timely manner to ensure proper coordination. X Maintaining the Action Item Register and working issues to resolution X City of Fresno is to be an active participant in the meetings and activities identified in the meetings X City of Fresno is to provide required feedback on the documents provided X Approval of meeting minute notes X 5 Schedule/ Timeline • This SOW does not establish or guarantee a specific Service completion schedule. • Nokia requires a minimum of 4 - 6 weeks from receipt of Purchase Order (PO) until service commencement to accommodate the necessary resource scheduling. 6 Assumptions • MSS shelfs installation will be done into existing customer racks. • Existing antennas and antenna mounts will be reused. • Services performed under this SOW will be performed in accordance with generally accepted industry standards. Services in this SOW are related to Nokia microwave radio hardware proposal 20.US.924217 .03 provided to City of Fresno and that equipment will be made available for Nokia to install once it arrives at the designated receiving location. • Term of SOW: Will begin on the day the purchase order is accepted or such other service start date as may be agreed to in writing by the parties and will continue: a) for non-recurring services, until the date the services have been accepted or completed; or b) or until the date this SOW is terminated in accordance to the Agreement. • Prices are based upon purchase of the service for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, City of Fresno may not terminate this SOW, or any order pursuant to this SOW, for convenience during the Term of the SOW. • The material and Services offered by Nokia for the project are listed and described within this SOW and its Appendices. • This SOW assumes that site grounding at the identified locations is sufficient. © Nokia 2019. Statement of Work 13 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services • Nokia and City of Fresno will document any delays or lost time due to lack of coordination between City of Fresno and its contractors or facilities that impede Nokia's efforts . Nokia will take reasonable efforts to minimize the impact of the delays and lost time to the overall Project schedule. Such efforts do not include overtime compensation. If City of Fresno causes interruptions or delays, it is expected that City of Fresno will reimburse Nokia for its re-mobilization and/or downtime costs and expenses. • Performance of the work is anticipated to be during normal Nokia business hours ("Business Hours"), which are between 8:00 AM and 6:00 PM at the job-site on Nokia's standard business days, or per the agreed schedule in the project plan Business days consist of ten (10) hours per day, Monday through Friday excluding all Nokia observed holidays • Access to work site will be made available by City of Fresno for a minimum of (10) hours per day, five (5) days a week, or per the agreed schedule in the project plan. All roads leading to work sites shall not require more than a 4-wheel drive vehicle unless stated otherwise and agreed to by both City of Fresno and Nokia. Any delays or additional cost caused by poor road conditions or site access issues not discussed prior to the start of the surveys will be billed to City of Fresno as a billable change order and could have a negative impact on the project completion schedule. • Changes in scope or request for changes in scope will be administered to in accordance with the Nokia Change Management Process. New work and/or work not presently part of the existing scope of work will be referred to the account director to be addressed as an up-scope. • Nokia anticipates the use of industry standard materials. If City of Fresno requires that Nokia use other materials, then City of Fresno will reimburse Nokia for any additional costs and/or restocking fees on a per item or occurrence. • During the implementation period of the project, City of Fresno will make available to Nokia the spare modules purchased by City of Fresno for the project. Nokia will bear the cost of repair including shipping charges for any failed spare module during this period . • City of Fresno will ensure that its engineering, craft-level and/or supervisory personnel will be available to allow Nokia to perform the work as proposed by Nokia for the project. City of Fresno will also make available authorized personnel to sign request for cost reimbursements; Microwave Method of Procedures (MOP) and Customer Acceptance Notices. • Prevailing Wage Rates were not used for this proposal. 7 Exclusions Microwave Deployment does not include: • Nokia is not responsible for the condition of City of Fresno 's existing equipment or the deficiencies of non-Nokia work related items. If the project requires equipment and services in addition to the equipment and Services provided by Nokia, then City of Fresno bears the sole responsibility of acquiring that equipment and those services. • DC Power Systems, Special Roof Mounts, Water tank top mounts (designs, stamped drawings and fabrication) if required will be provided and installed by City of Fresno. • Racks. • Antennas and antenna mounts. • Ice shields. • Prevailing wages. © Nokia 2019. Statement of Work 14 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE City of FresnoNOKIA Microwave Deployment Services • Removals of existing DC power equipment. • Any new civil work or modification in existing infrastructure. • DC power equipment installation. • Order-wire installation. 8 Additional Terms Unless otherwise stated in previous sections of this SOW, the following terms apply to all Services. Additional terms and conditions are per the Agreement. 8.1 Conditions • Nokia reserves the right to determine which personnel to assign to perform Services. In the event City of Fresno requires background checks for Nokia personnel assigned to perform Services hereunder, City of Fresno shall provide 30 days written notice to Nokia in advance of affected Service performance so, Nokia can review and approve of City of Fresno background check requirements. Nokia personnel shall always be subject to the employment conditions of Nokia and not those of City of Fresno. If Nokia personnel are present on City of Fresno's premises, those Nokia personnel shall respect City of Fresno's on-site conditions. • Nokia may use proprietary tools and software for providing this Service. The stated price does not include the sale, licensing or transfer of such tools or software to City of Fresno. • All work 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 specified elsewhere in the SOW. 8.2 Change Management The pricing in this SOW is based upon performance of the tasks and provision of deliverables specifically defined in this document. Requests for additional work activities that are not described in this document, including City of Fresno -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 acceptance by Nokia and will entail additional charges to City of Fresno. Certain matters may require a new quotation under a separate Statement of Work. If Nokia agrees to perform additional work activities under a SOW, City of Fresno shall execute a Change Order in accordance with Nokia's Change Management Process to confirm the schedule impact and Nokia's authorization to perform and bill for such work activities. Additional charges may apply if performance or completion of the Service is delayed for any reason solely attributable to City of Fresno. In the event of such City of Fresno -delay, Nokia shall notify City of Fresno in writing and City of Fresno agrees to authorize: (a) Nokia's billing for such work activities 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) the schedule extension attributable to the delay. © Nokia 2019. Statement of Work 15 / 19 Proprietary and Confidential DocuSign Envelope 10 : 5306EF16-D56E-43C1-8954-EB242B601B5E City of FresnoNOKIA Microwave Deployment Services 8.3 Acceptance Maintenance, management and other recurring services are deemed accepted as services are performed. For all other services, Nokia shall notify City of Fresno upon completion of Services either by providing a notice of completion or by providing City of Fresno the deliverable(s) specified in this SOW. Thereafter City of Fresno shall have 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 10 days from date of notice of completion with no notice of non-conformance from City of Fresno; (2) City of Fresno's actual acceptance; or (3) City of Fresno 's use of the Services, the result of the Services or any deliverable, whether or not the use is revenue-generating. 9 Pricing Summary 9.1 Pricing Notes • The quoted prices are valid for POs received within 60 days from the date of this SOW. • All prices are in $US, unless stated otherwise. • Prices do not include taxes. • If this SOW is accepted as is, each PO must reference Quote 20.US.924217 .03 to expedite order processing. • Any services not specifically described in the above sections of this SOW are not included in the services portion of this project. • Changes involving additional scope, or an extension of the project timeframe will require a change order in accordance with the Nokia Change Management process. © Nokia 2019. Statement of Work 16 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services 10 List of Services ■ Site Survey -all paths. ■ Wavence/MSS Shelfs Installation Services ■ Wavence/UBT Microwave Radio Installation Services ■ Radio test & Turnup ■ RFC2544 Ethernet Testing ■ Antenna Tx line System Installation Services ■ Antennas and antenna mounts will be reused ■ Implementation, documentation, and closeout ■ Final Integrated Drawings Package/Final As Builds 11 Microwave Deployment: Frequency Planning 11.1 Frequency planning Nokia offers frequency planning services including frequency selection, prior coordination process, interference case resolution, and FCC license application documentation preparation and submittal. Nokia warrants that the interference studies will be conducted using industry-accepted North American methods, hardware, software and algorithms; and that the frequency database will be maintained as accurately as possible at the time of the study. Nokia will not be held responsible for interference cases that arise due to errors or omissions in the database. Upon completion of the frequency planning services, some or all the following documentation is provided to the City of Fresno: • Prior Coordination Notice • Frequency Coordination Data Sheet • Supplemental Showing pursuant to FCC Rules Part 101.103(d) • Completed FCC Form 601 License Application and Preparation In the event, frequency interference is detected during the implementation of a microwave link in which Nokia provided the frequency planning services, Nokia's total liability is limited to selection of an alternate frequency or frequencies. Should interference occur after the microwave link is deemed operational and accepted, corrective action is the sole responsibility of City of Fresno. © Nokia 2019. Statement of Work 17 / 19 Proprietary and Confidential DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E City of FresnoNOKIA Microwave Deployment Services 11.2 Warranty Nokia warrants its frequency planning and Form 601 License Application preparation to be substantially free of engineering defects and errors for a period of 6 months from the date the path was prior coordinated. In the event that, during the warranty period, a documented defect proven to be responsibility of Nokia, occurs, City of Fresno's sole remedy under this warranty provisions, shall be that Nokia will provide the incremental labor and material beyond what would have been required during initial installation to correct the particular error in the path survey or path design at no cost of City of Fresno. In no case , shall Nokia be held liable for any indirect damages including but not limited to incidental, consequential or loss of capital, data, revenue or profit. In the event, that such error is not solely and directly related to Nokia's path engineering efforts, expenses for such labor and material shall be borne by City of Fresno. © Nokia 2019 . Statement of Work 18 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E City of FresnoNOKIA Microwave Deployment Services 12 Entire Agreement This SOW and the non-conflicting terms 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 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 signature printed by a receiving fax machine, and/or a signature scanned in a PDF document, be regarded as an original signature and agrees that this SOW may be executed in counterparts, which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives on the date(s) indicated. Nokia of America Corporation City of Fresno, California ~~~d by : -.~,. ed by: ~ l!::Jl1a,u1,:;; . Ot-sivu., l'l,tJt,IA, ~{!IA, {\"t,V¾, .,.. "'1.i:.r -·•-~ ,_._..,.. Name (Print): Desiree Obleton ,_ ·--- Name (Print): ---Bryon Horn Title: Commercial Contract Manager Title: CIO Date: 7/18/2022 Date:?/19/2022 Nokia of America Corporation s·§na'tUre'~ned by: ~ q~~ Name (Print): Matt Young Title: Head of Enterprise Sales -North America Date: 7/19/2022 © Nokia 2019. Statement of Work 19 / 19 Proprietary and Confidential DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E EXHIBIT CNOKIA City of Fresno, California Wastewater -Co. Plaza Care Services Statement of Work November 08, 2021 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E NOKIA NOKIA f in © Nokia 2021. All rights reserved. http ://www .nokia .com II http://networks.nokia .com DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E NOKIA Table of Contents Statements of Work .................................................................................... 5 1 Introduction .................................................................................. 5 2 Software Support Service ............................................................ 5 2.1 Service Description .........................................................................................5 2.2 Deliverables .................................................................................................... 5 2.3 Supported Products and Software ..................................................................6 2.4 Service Levels ................................................................................................ 7 2.5 Share of Responsibilities .............................................................................. 10 2.6 Customer's Obligations ................................................................................. 12 3 Advanced Exchange Service ..................................................... 13 3.1 Nokia Responsibilities ................................................................................... 13 3.2 Share of Responsibilities .............................................................................. 13 3.3 General Terms and Conditions ..................................................................... 15 3.4 Defective Return Delivery ............................................................................. 15 3.5 Warranty Period ............................................................................................ 16 4 Software Subscription Plan (SSP) / Software Release Subscription (SRS) ......................................................................................... 16 4.1 Nokia Responsibilities ...................................................................................16 4.2 Limitations .................................................................................................... 17 4.3 Conditions ..................................................................................................... 17 4.4 Possible New Release Roadmaps ................................................................ 18 4.5 Customer Responsibilities ............................................................................ 18 4.6 Term ............................................................................................................. 19 5 Exclusions .................................................................................. 19 6 Additional Terms ........................................................................ 21 6.1 Conditions ..................................................................................................... 22 6.2 Change Management ...................................................................................22 6.3 Acceptance ................................................................................................... 22 OM ID# 20.US.924217.03 3 / 29 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E NOKIA 7 Pricing ........................................................................................ 23 7.1 Pricing Table ................................................................................................. 23 8 Entire Agreement ....................................................................... 23 9 Glossary ..................................................................................... 25 9.1 Definition of Terms for Software Support Service ......................................... 25 9.2 Definition of Terms for Advanced Exchange Service .................................... 26 9.3 Definition of Terms for Software Subscription Plan/ Software Release Subscription ...................................................................................................................... 28 10 Appendices ................................................................................ 29 10.1 Software Support Service: Supported Products List (SPL) ...........................29 10.2 Software Subscription Plan / Software Release Subscription: Supported Products List ................................................................................................................29 OM ID# 20.US .924217.03 4 / 29 DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 20 .US .924217 .03 NOKIA Statements of Work 1 Introduction This Statement of Work ("SOW") describes the deliverables, the Parties' respective responsibilities and other conditions applicable for the provision of Care Services ("Service(s)") by Nokia of America Corporation ("Nokia") for City of Fresno, California ("Buyer" or "Customer"). Performance of the Services described in this SOW shall be governed by the terms State of California Participating Addendum, No. 7- 22-70-49-15 between the State of California and Nokia ("Agreement") and the Washington NASPO ValuePoint Primary Agreement Number 00318. No obligation to provide any of the Services described herein arises unless an order for such Service, incorporating the terms of this SOW, has been placed by Customer and accepted by Nokia. In the event of a 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 identified in this SOW. 2 Software Support Service 2.1 Service Description Service consists in providing remote support within the agreed response times for the Supported Products . Support, by way of example: Answering product-related questions, troubleshooting assistance, providing diagnostic procedures, investigating suspected software defects and remedying errors and malfunctions, providing access to Patch-and I Maintenance-Releases as may become available. For situations where part or all the network's functionalities are not available, the Service offers fast restoration of Customer's end-user services or network equipment for Supported Products, including investigation, troubleshooting and continuous remote support by Nokia's experts until the functionality is restored. 2.2 Deliverables Nokia Deliverables Online access to product specific Customer support content of ttie -nokia.com website. Online content may include technical product support information, subscription services, and other facilities , all provided in English language. Online access to Patch Releases, or Maintenance Releases for Supported Products, when available, and according to the lifecycle 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. © Nokia 2021 . All rights re served . Statement of Work 5 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-O56E-43C1-8954-EB242B601 BSE 20.US .924217 .03 NOKIA Nokia Deliverables Provide Customer access for opening Ticket Requests, according to agreed service level. Confirmation of Customer's 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 service 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 feasible. Provide resolutions to problems by providing software and/or procedural worl<arounds, 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 further 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 by Customer in its daily network operations and maintenance . 2.3 Supported Products and Software This Service is: i) Intended for Supported Products deployed in a 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 the Nokia . Coverage may be extended to Supported Products used in Customer's own lab for testing purposes before and during commercial use in Customer's network . In such events, Service will be provided during normal Business Hours without regard to the Support Level applicable to Customer's other Supported Products and subject to any specific Non-Production Targets set out in section Service Delivery Targets and Service Hours. Supported Software releases are defined by the life-cycle specific for each Supported Product or product line. This Service covers Supported Products: • Installed and integrated by Nokia, or • Installed by Customer and certified by Nokia , or • Installed by Customer trained by Nokia. In general, software corrections are provided either in a scheduled Maintenance Release or in the next Feature Release under development. Decisions of which versions of software will be updated, and whether to include a correction in a Maintenance Release as opposed to including it in the next Feature Release, rests in Nokia's sole discretion. © Nokia 2021. All rights reserved . Statement of Work 6 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601B5E 20 .US.924217 .03 NOKIA 2.4 Service Levels Service Level defines the service delivery targets and in addition, the Service Hours and service access methods available to Customer. All requests for assistance from Customer are considered as Ticket Requests. 2.4.1 Ticket Request Classification To classify a 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 classification of a particular reported problem, Customer and Nokia technical contacts will discuss the classification in good faith to reach a mutually acceptable classification . In the event the parties are unable to reach agreement on the classification , Nokia reserves the right not to consider the reported problem in the overall SLA performance targets. Severity definitions for a Ticket Request: Critical Severity Critical issues are conditions under which a software/feature is inoperative and Customer's inability to use the licensed producUservice has a critical effect on Customer operations. These are conditions that severely affect the primary functionality of the product such as : • Product inoperability • A significant reduct ion in the performance, i.e., traffic/data handling capability , such that designed-for loads cannot be handled • Any loss of emergency capability (e.g. emergency calls) • 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. Major Severity Major issues are conditions under which a softwa re/featu re is partially inoperative but is still usable by the Customer. 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, customers and Customer's ope rat io n and revenue such as: • Red ucti o n 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 any required notification ·of malfunction. Minor 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 overall Customer operations and does not restrict such operations. By default, all issues occurring on non-production environments should be registered as incidents with minor priority, unless stipulated otherwise in the Customer contract- Information Request An Information Request is any producUtechnology related question that is not related to a reported problem with the Nokia product or technology. The answer to the question is the resolution for an information request, not the resolution of the underlvinq problem. © Nokia 2021 . All rights reserved . Statement of Work 7 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20 .US.924217 .03 NOKIA 2.4.2 Service Delivery Outcomes The following outcomes of the service delivery are to be used in assessing Nokia's service performance. These are the definitions for the Service Delivery Outcomes. The service delivery targets in section "Service Delivery Targets and Service Hours" indicates the SLA. Initial response (Critical) Nokia's service engineer attempts to contact Customer, typically via phone after initially reviewing the case. Initial response (all others) Response sent by Nokia's service engineer after initially reviewing the case. The information communicated in the Initial Response typically includes the name of the contact person who will be handling the matter, the case identification details, a determination of the severity classification of the case, and possibly any requirements for additional information needed from the Customer about the nature of the reported problem. Restoration Neutralization of the impact of Customer's end-user services or network equipment in the event of service disruption, where either part or all the network's functionalities are not available. Temporary Solution A temporary measure implemented to manage a problem and is intended to minimize harmful effects until a permanent solution can be implemented. A Temporary Solution may include operational advice or a modification and is measured from time Nokia communicates the availability of a Temporary Solution to the Customer. Solution A procedural solution, or modification, or answer to address a problem is made available to Customer. If the Solution is for a SW defect, the target shown is when the Software package that corrects the reported problem is made available. Solution (Information Request) A clarification and qualified answer to the question, containing information related to operational problems experienced by Customer in its daily network operations and maintenance activities. 2.4.3 Access Methods Customer's access to Service are as follows : Service Access to Service Critical 24/7, phone All other 24/7, phone, email, web © Nokia 2021. All rights reserved . Statement of Work 8 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601B5E 20 .US.924217 .03 NOKIA 2.4.4 Service Delivery Targets and Service Hours The following Targets shall apply to service outcomes in response to a Ticket Request within the scope of Service: Service Levels for Mobile Networks Products: Service Level: Gold Service Product Severity Initial Response 1) Restoration 2), 3), 4) Temporary Solution Solution Emergency Suooort Service Critical 15 M 4 hours 2 BD 30CD Software Maintenance Major 1 BH Not ?CD 60CD Minor 8 BH Not 120 CD Service Information Request 4BH applicable applicable 3BD Service delivery performance target is 90 (ninety) percent. Performance is calculated by using a rolling average over 12 (twelve) 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 Service 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. 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 service window (i.e. scheduled downtime of the network) to address a reported problem, the scheduled interval will not be included within the Restoration 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). © Nokia 2021 . All rights reserved . Statement of Work 9 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US.924217.03NOKIA 2.4.5 Service 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 may be rejected because the service level defined in this SoW is not applicable to end-of-life product releases. If Nokia does accept the service request under this SoW , the SLA tables of the Supported Product in this SoW shall not apply to the service response provided by Nokia and any actions taken to provide Remote Technical Support shall be conducted with no service performance targets. 2.5 Share of Responsibilities Buyer Responsibilities Ensure ttiat only suomitters that are trained by Vendor on Operations and Maintenance of the Supported Products are entitled to report a Ticket Request. Buyer shall keep updated and shared with Vendor both the list of entitled submitters and modifications to escalation chains. Ensure availability of employees whicli are trained by Vendor on Operations and Maintenance of the Supported Products to assist Vendor's personnel. This may include, without limitation, assistance in performing additional tests, and gathering additional information. Ensure that the Supported Products are, over time, installed, configured, operated , administrated and maintained in accordance with Vendor's applicable installation, configuration, operation, administration, and maintenance specifications. Ensure the implementation of all software updates, firmware updates and hardware changes required by Vendor within a reasonable time. Ensure the continuous implementation of all supplied Software updates, firmware updates and Hardware changes required by Vendor according to the CR-24 policy delivery cadence. For the Supported Products, Buyer shall provide its own means to install fixes, patches, and updates, as and when made available by Vendor. Maintain a procedure external to the software programs for regular back-up (software, configuration) and fa reconstruction of lost or altered files, data, and/or programs. 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, 1/0 bandwidth, storage and network communication response times. Set up infrastructure (including hardware, software and connectivity related) to access the product specific Buyer support content of the nokia.com website. Provide to Vendor expert the login credentials and procedures to access the Buyer's network (via network management system(s) or directly to specific network devices) Provide all information necessary for Vendor to provide the Service 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 Supported Product's needs, as defined in Supported Products ' documentation; already performed actions; any information to help reproduce the conditions under which the trouble occurred. © Nokia 2021. All rights reserved . Statement of Work 10 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601 B5E 20 .US .924217.03 NOKIA Buyer Responsibilities Include Severity Level of problem, service 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 service disruptions, perform 1st/2nd line troubleshooting and correction attempts following the incident management process of network ORerations. Permit Remote Access to affected systems for Vendor's service engineers, using a mutually acceptable solution that reasonably meets the following characteristics: • Is secure, for the purposes of protecting the Buyer's data • Performs at a minimum throughput of 20 MBytes/s in both directions • Provides a comprehensive view into the Buyer's Supported Product (e.g. Product's Graphical User Interface) • Includes a mechanism to allow files to be transferred to Buyer • Allows multiple connections (multi-session) for Vendor service engineers, if required • Supports continuous automatic streaming of network data, or machine-initiated transfer of network data, to Vendor. • Provides connectivity from a Tool to Network elements • Provides permanent connectivity to Remote Access Solution (RAS) to Buyer network, required for the collection of installed base and symptom data • Provides permanent connectivity to, but not limited to: • Vendor Buyer Inventory Base (NCIB), <mandatory for MN & CNS> ■ Vendor Preventive Troubleshooting Framework (PTF) <mandatory for MN> ■ Vendor Proactive Network Monitoring (PNM) <mandatory for CNS Core> • To support activities requested by Buyer The solution should not: • Require a dedicated internet line • Require Vendor to possess a token from Buyer Additional requirements: • Provide a minimum of three logins with passwords for Vendor technical support personnel either 3 shareable accounts a login/password combination for set of Vendor support personnel as specified by Vendor. ■ Buyer shall provide the infrastructure to enable the required permanent connection to Buyer network. If Buyer limits the permanent connection to its systems access in terms of availability, some service levels will not be available. Vendor may, at its sole discretion, perform any portion of the Services remotely and therefore such remote connectivity is mandatory to provide the Services. Such remote connection can be established from Vendor's local site, one of the Vendor technical support centers, Vendor operation centers, or from a third party contracted by Vendor for providing support services. Vendor may also introduce, use, change or replace any tool, automation or any other advanced technology Vendor may consider appropriate for the performance of the Services. All the methods and tools will be in full compliance with the obligations contained in this Agreement and shall not constitute a Change Request. Provide additional information within adequate time, proportional to Vendor's service delivery targets. Perform follow-up and implementation of instructions, guidelines or any remedial advice provided by Vendor including installation of correction or corrective measures © Nokia 2021. All rights reserved. Statement of Work 11 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 20 .US .924217.03 NOKIA Buyer Responsibilities Provide verification of the delivered solution or confirmation of system restoration and closure of TR within reasonable time, proP.ortional to Vendor's service delivery targets. Allow Venaor to collect network inventory for the purposes of support services, for e.g. notifying on relevant Maintenance Releases and End of Life notifications. Nokia Responsibilities Provide instructions and templates for gatliering of information from incidents Provide instructions for opening Ticket Requests. -~-c--c-~--P ro vi de the login credentials and procedures to establish access to the Nokia's online customer support systems. Provide aeliverables stated in the Deliverables section, according to the targets set in the Service Le els ctio In the event of a service disruption, provide continuous remote support for Customer's personnel, until system operation is restored. In addition, keep involved Customer personnel and management informed and updated regularly until the situation is resolved. Coordinate with Nokia(s) of embedded 3rd party software 2.6 Customer's Obligations • Customer will be notified upon completion of Services either by receiving a notice of completion or by providing Customer the deliverable(s) specified in this SOW. • Customer shall have ten (10) calendar days from such notice to notify Nokia that the Services do not conform to the requirements described in this SOW. Such Services shall be deemed accepted -and Nokia is entitled to close the Ticket Request -on the earliest of: 1) The term of (10) ten days ' notice has passed with no notice of non-conformance from Customer; 2) Customer's acceptance; or 3) Customer's continued use of the Services after the (10) calendar days' notice has expired. • Customer shall promptly provide all required information. 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 will be responsible for any delay caused in establishing satisfactory quality of Remote Access, which shall be deleted from the service performance measurements. • All software that is ultimately provided in connection with the Service 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 will reserve 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 © Nokia 2021 . All rights reserved. Statement of Work 12 / 29 Confidential and Proprietary OocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601 BSE 20 .US .924217 .03 NOKIA 3 Advanced Exchange Service 3.1 Nokia Responsibilities 3.1.1 Description Advanced Exchange provides 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. 3.1.2 Supported Products and FRUs The Services described in this SOW are exclusively for the product(s) and associated Supported FRUs identified as follows : 3.1.3 Service Levels Advanced Exchange offers the following service 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. 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 their defective FRU. Nokia will deliver a replacement FRU to the Customer Hand Over Point (HOP) within the applicable FRU Delivery Target in accordance with applicable INCOTERMS as defined in the Supported Product List. Customer requests for delivery of a Supported FRU to an alternate location not specified in the Supported Product List shall not be subject to the specified Delivery Deadline. 3.2 Share of Responsibilities R: Responsible; A: Assist Service Readiness Process Nokia Customer Document the covered hardware, locations, R configurations Define the Supported Product List R Define the Customer Hanct Over Points (HOP) R R Define the INCOTERMS R Define the Nokia Hand Over Points (HOP) R Define the Nokia-to-Customer FRU Delivery Target R Define the Customer-to-Nokia FRU Return Delivery R ._,.. . .... , ·•i Deadline I . . -. ' -.. ~ ·~ Designate Nokia contacts R Designate Customer contacts R Establish and maintain entitlement records R © Nokia 2021 . All rights reserved . Statement of Work 13 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US.924217 .03 NOKIA Provide notice of changes to installed products, locations and configurations on a quarterly basis Define the Hardware Service Request procedures Declare the Ready for Service Date Hardware Service Request and Approval Process Initiate the Hardware Service Request (HSR) per Nokia's procedures and provide the following 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 (HOP) • Nokia assigned service agreement number Minimize the number of No Fault Found (NFF) conditions through 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 Hardware Service Request entitlement and approve Hardware Service Request Issue Return Material Authorization (RMA) Hardware Service Request Fulfilment and Completion Process Deliver replacement FRU to the Customer HOP within the FRU Delivery Target Ensure the requested delivery site is ready to receive exchanged Parts and that no delays are caused in the delivery attempt Inspect replacement FRU and packaging for correctness and condition and promptly report non- compliances Handle electrostatic discharge (ESD) sensitive material in an appropriate manner including the use of ESD protec~io J:1ackaging Remove extraneous, peripheral and ancillary hardware from the defective FRU ~~~ Include the Failure Report and all relevant documentation in the defective package Provide adequate packing material to protect against a reasonable risk of damage that would normally occur during shipping by common carrier Label the outside of the defective return package with the Nokia assigned RMA number Deliver the defective FRU to the Nokia HOP within the FRU Return Delivery Deadline R R R Nokia Customer R A R R Nokia Customer R A . I ._. :--1· -:- , • • •,11 • .._., : .· .. ~· ... .......---. --·~ -. -. . ..·. - -....... • l_ , •. .... I . - - -- ~ R R R R R R R © Nokia 2021. All rights reserved. Statement of Work 14 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB2428601 B5E 20 .US.924217.03 NOKIA R R R Inspect defective FRU and packaging for correctness and condition and promptly reP-ort non-compliances Notify Customer in case exclusion conditions apply Issue purchase order for replacement of excluded FRUs Replace excluded FRUs at Customer's expense 3.3 General Terms and Conditions Term Conditions Value Ready for Service Measured from the 120 days provision of the Installed base and configuration detail Hardware Service Request AE Calendar Day Service As defined in the Supported Deadline Product List Hardware Service Request AE Business Day Service As defined in the Supported Deadline Product List Deliver Replacement FRU From acceptance of As defined in the Supported to Customer HOP Hardware Service Request Product List Return Defective FRU to From date of replacement Fourteen (14) Calendar Nokia HOP delivery at Customer HOP Days 3.4 Defective Return Delivery 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 specified or returns material that is excluded from coverage as specified in "Exclusions " section, Customer agrees to pay Nokia the undiscounted price for the Advanced Exchange FRU(s) and € five hundred (€500) per item in 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, or otherwise provide documented evidence that Nokia 's claim of Unreturned FRUs does not apply. © Nokia 2021 . All rights reserved . Statement of Work 15 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US .924217 .03 NOKIA 3.5 Warranty Period The warranty period for repaired or replaced Supported FRUs is six (6) months from the date of delivery to Customer's HOP or the remainder of the original warranty period granted under the Supply Contract, whichever is longer. 4 Software Subscription Plan (SSP) / Software Release Subscription (SRS) 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) / Software Release Subscription (SRS) service is entitled are listed in the Appendix. 4.1.2 Tasks/Deliverables Nokia shall provide the following: 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. 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 by Nokia . Feature Releases encompass the products that are purchased by 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; otherwise, it is not included in the Services, and will not be provided to 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 Service 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. © Nokia 2021. All rights reserved. Statement of Work 16 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-O56E-43C1-8954-EB242B601B5E 20 .US .924217.03 NOKIA 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. (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 Service 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 items must be purchased separately by Customer: • 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. • 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 Service for a minimum period of time. • Customer must purchase the Service 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 are 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. The subsequent annual charge will also be updated to reflect the changes. © Nokia 2021 . All rights reserved . Statement of Work 17 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US .924217 .03 NOKIA • Network Growth Scheme 2: upon the anniversary of the Effective Date , Customer will be charged a corresponding increase/decrease in the annual fee for that Renewal Term and subsequent Renewal Terms. • If Customer terminates the Agreement prior to the expiration of the Term, and then wants to re subscribe to this Service at a later date, such Service will not be provided unless and until Customer has paid Nokia any associated early termination fees and has settled all liabilities under the Agreement. ■ Prices are based upon purchase of the Service for the entire agreed Term . Accordingly, and notwithstanding any other provision of the Agreement, there is no right by Customer to terminate this SOW or 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 of Nokia's plan of record for the relevant product(s) and both parties to this SOW hereby agree that such information does not form a commitment of any kind on either party in relation to this contract. 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 this SSP Service, Customer 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 Service (Technical Support) must be in effect prior to the delivery of the SSP/SRS Service. During the SSP/SRS service term, Customer 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 their network, at Customer's expense. 4.5.1 Customer Responsibilities Concerning Nokia Feature Release Down load Service • Customer must designate contact(s) within the ir organization who is/are 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 at Nokia's sole discretion. • If 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 Non Disclosure Agreement executed between Customer and the non-employee in accordance with the confidentiality terms of the agreement pursuant to which the products were supplied. Such agreement © Nokia 2021. All rights reserved. Statement of Work 18 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US .924217.03 NOKIA will provide, at a minimum, the level of protection provided in this contract. 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 SOW nor 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. 4.6 Term Term: The "Term" shall refer collectively to the Initial Period and Renewal Terms as described below. Initial Period: The "Initial Period" of this SOW will begin on the day the purchase order for the Maintenance Service is accepted or such other Service start date as may be agreed to in writing by the parties and will continue for a minimum period of one year. If the initial purchase order does not cover the entire Initial Term, then Customer agrees periodically to place one or more additional purchase orders as necessary to ensure that a valid purchase order is in place for the Services during the entire Initial Term. Renewal Period: Customer coverage under this SOW for the Services will automatically renew for successive one-year terms (each a "Renewal Term") unless either party gives written notice of intent to not renew no later than 60 days prior to the expiration of the Term then in effect. The prices and terms of Service for a Renewal Term shall incorporate any modifications of which Nokia has provided Customer written notice prior to the start of the Renewal Term. Customer shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term. Prices are based upon purchase of the Service for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, Customer may not terminate this SOW, or any order pursuant to this SOW, for convenience during the course of the Initial Period or any Renewal Term . 5 Exclusions Any service not expressly included in this SOW is excluded. Among other things, the service(s) listed below, do not include, for example, the following services or tasks. The Service does not cover the following: • Access to Feature Releases. • 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. • A Customer's request to change the product specification. • Open source software, if any, that is distributed on an "as is" basis under the respective license terms, and Nokia disclaims any liability in relation to such open source software, and • 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. © Nokia 2021 . All rights reserved. Statement of Work 19 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E 20.US.924217.03NOKIA • Pre-releases, or test-bed, trial or pilot releases of Software (which are expressly designated as experimental or preliminary) that may be 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-specific reports. ■ Maintenance operations, including but not limited to system administration, system audits, backup and restore procedures, proactive monitoring, operational reports. • Training of Customer staff. • 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 per 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 Service. • Support for custom software features not named in this SOW as Supported Products, that is, any features that are not present in the generally 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 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 possibly 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 • Interoperability with 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 all facilities 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, © Nokia 2021. All rights reserved . Statement of Work 20 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 BSE 20.US .924217.03 NOKIA • 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 does 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 Buyer and Vendor. • 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 Supported 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. • 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 all media 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 / Software Release Subscription does 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 mod ification, 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 Unless otherwise stated in previous sections of this SOW, the following terms apply to all Services . Additional terms and conditions are per the Agreement. © Nokia 2021 . All rights reserved . Statement of Work 21 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1 -8954-EB2428601 B5E 20 .US .924217 .03 NOKIA 6.1 Conditions • Nokia reserves the right to determine which personnel to assign to perform Services. Nokia personnel shall at all times be subject to the employment conditions of Nokia and not those of Customer. If Nokia personnel are present on Customer's premises, those Nokia personnel shall respect Customer's on-site conditions. • Nokia may use proprietary tools and software for providing this Service. The stated price does not include the sale, licensing or transfer of such tools or software to Customer. • All work 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 specified elsewhere in the SOW. • Term of SOW: Will begin on the day the purchase order is accepted or such other service start date as may be agreed to in writing by the parties and will continue: 0 for recurring Services for a period of five (5) years as the Initial Term with renewals for successive one-year terms ("Renewal Term") only upon mutual written agreement of the Parties prior to the expiration of the Term then in effect. The prices and terms of Services for a Renewal Term shall incorporate any modifications of which Nokia has provided Partner by written notice prior to the start of the Renewal Term. Buyer shall place a confirmatory purchase order for each Renewal Term prior to the first day of that Renewal Term; 0 for non-recurring Services, until the date the Services have been accepted or completed; or Until the date this SOW is terminated in accordance to the Agreement. 6.2 Change Management The pricing in this SOW is based upon performance of the tasks and provision of deliverables specifically defined in this SOW . Requests for additional work activities that are not described in this SOW, including 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 acceptance by Nokia and will entail additional charges to Customer. Certain matters may require a new quotation under a separate Statement of Work. If Nokia agrees to perform additional work activities under a SOW, Customer shall execute a Change Order in accordance with Nokia's Change Management Process to confirm the schedule impact and Nokia's authorization to perform and bill for such work activities. Additional charges may apply if performance or completion of the Service is delayed for any reason attributable to Customer. In such cases, Customer agrees to authorize : (a) Nokia's billing for such work activities 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) the schedule extension attributable to the delay. 6.3 Acceptance Maintenance, management and other recurring services are deemed accepted as 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 days from date of notice of completion with no notice of non-conformance from Customer; © Nokia 2021. All rights reserved . Statement of Work 22 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-O56E-43C1-8954-EB2428601BSE 20 .US.924217.03 NOKIA (2) Customer's actual acceptance; or (3) Customer's use of the Services, the result of the Services or any deliverable, whether or not the use is revenue-generating. 7 Pricing ■ The quoted prices are valid for purchase orders received within 60 days of the Effective Date . ■ If a purchase order is received prior to execution of this SOW, then this SOW shall be deemed accepted as written . • Anything not specifically required herein is excluded from this SOW. • All prices are in United States dollars , unless otherwise agreed, and do not include taxes. • Quote number 20.US.924217.03 shall be referenced in any purchase order issued pursuant to this sow. • Service pricing in this SOW is only valid for equipment contained in the Bill of Material represented by the quote number indicated above. Equipment provided under any other quote number is not covered in this SOW and will require additional services pricing. ■ Nokia's pricing for the Services described in this SOW is 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. Partner 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 Prices for the Services under this SOW are as follows: 7 .1 Pricing Table Ordering Service Type Product Qty Year Total Instructions Maintenance pricing is set forth in Quote 20.US.924217.03 and incorporated herein as if fully set forth at length . 8 Entire Agreement This SOW and the non-conflicting terms 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 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 signature printed by a receiving fax machine, and/or a signature scanned in a PDF document, be regarded as an original signature and © Nokia 2021 . All rights reserved . Statement of Work 23 I 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242860185E 20.US.924217 .03 NOKIA agrees that this SOW> may be executed in counterparts, which together shall constitute a single instrument. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives on the date(s) indicated. Nokia of America Corporation City of Fresno, California STgRaWl'e!d by, I vi,siv-tL ~~()~.. ,. Name (Print): Desiree Obleton !~f'fiffffi'&~•d by: ~()~ ltt>V1A- ---tl "' • 1°3'r yonName (Print): Horn Title: Commercial Contracts Manager Title: era Date: 7/18/2022 Date: 7/19/2022 Nokia of America Corporation r~by~{)~ --e,,,eeWBA48-, .. Name (Print): Matt Young Title: Head of Enterprise Sales -North America Date: 7/19/2022 © Nokia 2021. All rights reserved . Statement of Work 24 I 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601B5E 20.US.924217.03NOKIA 9 Glossary 9.1 Definition of Terms for Software Support Service "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 Service is 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 Service is to be delivered from 8:00 AM -5:00 PM during the Business Day. "Calendar Day (CD)" means Sunday, Monday, Tuesday, Wednesday, Thursday, Friday and Saturday and shall be inclusive of national, state or local holidays. "CNS Core Software" means Software running on Cloud and Network Services 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). "Core Network" as per the ETSI definition of 3GPP Core Network (for the 5G: 3GPP TS 23.501 version 15.3.0 Release 15) "CR-24" means Continuous Release delivery with a 24-month support life cycle (requiring continuous Software updates). "Feature Release" means the collection of commercially significant functionality and SW corrections, made available by the Nokia as a deliverable of separate commercial agreement. "Hour (H)" means any consecutive 60-minute (min) period. "Hardware" means all or any specific physical product manufactured by Nokia and/or third parties. "KPI" means Key Performance Indicator defining the target times in accordance with the TL9000 telecom standard for the measurement of the performance of the Service 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 SW 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 "Patch Release" means an unscheduled release containing SW 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. "Remote Access" means the ability of Nokia to log into the Supported Products from a remote distance and to perform the Service and/or an audit once a data connection has been established between Supported Product and Nokia's support center(s). © Nokia 2021 . All rights reserved . Statement of Work 25 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB2428601 BSE 20.US .924217.03 NOKIA "Service" means the Software Support Service as provided under this SOW. "Service Hours" means the times when the work will be performed. Service Hours 8/5 means that work is done during normal Business Hours. Service Hours 24/7 means that work is done 24 hours a day, 365 days a year. "Service Level" means the level or grade of the Service defined with reference to specific KPls, Service availability windows, and Service 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 to this SOW and are specifically identified in the section/appendix "Supported Products List". Different products or products additional to the number of Supported Products stated in this section are not covered in this SOW. "Temporary Solution" means a temporary measure implemented to manage a problem and is intended to minimize harmful effects until a permanent solution can be implemented. A Temporary Solution may include operational advice or a modification and is measured from time Vendor communicates the availability of a Temporary Solution to the Buyer. "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 the Customer with a Ticket Request identifier. 9.2 Definition of Terms for Advanced Exchange Service "Business Day" " or "BD" refers to a normal full working day of Vendor'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" shalt 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 or subassembly or part that can reasonably be removed from service and/or installed without the use of uncommon tools and/or methods. Nokia shall have sole authority for defining the FRUs to be supported under this SOW, the "Supported FRU List". Each FRU is assigned an identifier to distinguish it for support purposes. This FRU identifier will © Nokia 2021. All rights reserved . Statement of Work 26 / 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-O56E-43C1-8954-EB242B601 B5E 20.US.924217.03NOKIA be used in communication between Customer and Nokia when discussing FRUs to be supported. All replaced 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 and therefore shall indicate the commencement of all applicable service 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 a FRU which has been reported as defective contains no faulty components and passes diagnostic testing. A 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 Service (RfS)" shall mean the date at which Customer may begin initiating service 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. © Nokia 2021 . All rights reserved . Statement of Work 27 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-O56E-43C1-8954-EB242B601 B5E 20.US.924217.03NOKIA "Replacement" or "Exchange" shall mean a compatible FRU swap between Nokia and Customer. "Supported FRU" shall mean a 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. "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/ Software Release Subscription ■ "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 GA generic 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" (NMS 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 NMS Product. © Nokia 2021. All rights reserved . Statement of Work 28 I 29 Confidential and Proprietary DocuSign Envelope ID : 5306EF16-D56E-43C1-8954-EB242B601 B5E 20 .US .924217.03 NOKIA 10 Appendices 10.1 Software Support Service: Supported Products List (SPL) Product Quantity HW/SW Name Releases CorEvo-10G 4 1'9A EAC -4 19A Ethernet AGoess Card PDH 4 19A UBT-5 11 19A4 GHz Location Service Service (optional) Product Level RTS . RES Gold, Advance Exchange RTS,RES Gold, Advance Exchange RTS,RES Gold, Advance Exchange RTS,RES Gold, Advance Exchange 10.2 Software Subscription Plan / Software Release Subscription: Supported Products List Product Service ProductName I9500 MPR Shelf Kit SSP/SRS2 19Aw/FanEvo HSv2 - © N ok ia 2021 . All rights reserved . Statement of Work 29 / 29 Confidential and Proprietary DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E EXHIBIT D Detailed Pricing Summary NOKIA City of Fresno Nokia of America Corporation Wastewater -Co. Plaza Proposal# 20.US.924217.04 April 5, 2022 NASPO Contract# 00318/7-22-70-49-15 Item Category Item Description Extended Price HARDWARE/SOFTWARE SubTotal: $32,045.33 2.00 TRANSMISSION / PRODUCT ENGINEERING 2.01 FREQUENCY COORDINATION Coordination $1 , 160.00 2.02 FCC LICENSING Licensing $930.00 TRANSMISSION / PRODUCT ENGINEERING Sub Total: $2,090.00 INSTALLATION SERVICES SubTotal: $37,556.65 4.00 Maintenance 4.01 9500 MPR Tech Support Gold (5 Year) $965.00 4 .02 9500 MPR Return for Repair 45 days (5 Year) $1 ,450.00 4.03 9500 MPR Software Subscription Plan (5 Year) $1 ,600 .00 Maintenance SubTotal: $4,015.00 Application ft Configuration Release PROGRAM MANAGEMENT PMO $4,578.42 ADDITIONAL SERVICES SubTotal: $5, 178.42 Project Total: $83,442.62 E-Mail PO to nokia.order_now_12587@nokia.com and reference the Proposal # on cover sheet. Pricing Notes: Contract #NASPO Pricing 1. The budgetary planning pricing included above provided by Nokia of America Corporation is indicative only, solely to inform City of Fresno of Nokia of America Corporation's current estimate of prices for the relevant item(s) to enable City of Fresno to evaluate its potential interest. 2. The terms and conditions, including planning pricing, of the items provided under this Proposal or subsequent agreements are subject to future negotiations and future agreement on the terms and conditions which would any sale. There are no penalties, liquidated damages or other remedies associated with changes to the pricing. DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601B5E 3. Prices are valid for 60 days. 4. This pricing is valid only for the equipment, equipment features, and services explicitly described within this proposal. Any equipment item, equipment feature, installation item, or service not explicitly described in this bid is not included in this pricing , and any addition of such will require a revised proposal with modified pricing. Additional information obtained by, but not limited to, Path and Site Surveys could require changes to the scope and content of this proposal. Please review alt sections of this bid carefully for details as to what this proposal includes, and what assumptions have been made. 5. Pricing is based on attached Scope Of Work, Assumptions, Detailed Equipment List and/or Design Configurations. 6. Taxes, transportation, ancillary material, travel and living expenses are excluded. 7. Typical equipment lead time is approximately 8 weeks or sooner After Receipt of Purchase Order with valid frequencies based on equipment availability. Lead time can be confirmed After Receipt of Purchase Order and order scheduling. DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 B5E EXHIBIT E INSURANCE REQUIREMENTS Service Agreement between City of Fresno (CITY) and Nokia of America Corporation (SERVICE PROVIDER) Public Wastewater Management Division Microwave Link Replacement This Exhibit E shall be attached to the Washington NASPO Value Point Master Agreement and shall contain the insurance requirements for SERVICE PROVIDER to perform the Project. SERVICE PROVIDER shall comply with the insurance requirements contained in this Exhibit. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2 . The ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1-Any Auto). If personal automobile coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to be listed as additional insureds. 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to SERVICE PROVIDER'S profession. 5 . Technology Liability (Errors and Omissions) insurance appropriate to SERVICE PROVIDER'S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by SERVICE PROVIDER in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses. Page 1 of 5 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE MINIMUM LIMITS OF INSURANCE SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1 . COMMERCIAL GENERAL LIABILITY: (i) $5,000,000 per occurrence for bodily injury and property damage; (ii) $5,000,000 per occurrence for personal and advertising injury; (iii) $5,000,000 aggregate for products and completed operations; and, (iv) $5,000,000 general aggregate. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000 ,000 disease policy limit. 5. PROFESSIONAL LIABILITY (Errors and Omissions)· (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. 6. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than : (i) $2,000,000 per claim/occurrence; and, (ii) $4,000,000 policy aggregate UMBRELLA OR EXCESS INSURANCE In the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. Page 2 of 5 DocuSign Envelope ID: 5306EF16-D56E-43C1-8954-EB242B601 BSE DEDUCTIBLES AND SELF-INSURED RETENTIONS SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible for payment of any self-insured retentions. (i) At no time shall CITY be responsible for the payment of any deductibles or self insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. SERVICE PROVIDER shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 10 and CG 20 37 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 and CG 20 37. 2. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3 . For any claims relating to this Agreement, SERVICE PROVIDER'S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be excess of SERVICE PROVIDER'S insurance and shall not contribute with it. SERVICE PROVIDER shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers' Compensation insurance po/icv is to contain, or be endorsed to contain, the following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers. If the Technology Liability insurance policy is written on a claims-made form : 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by SERVICE PROVIDER. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3. If coverage is canceled or non-renewed, and not replaced with another claims Page 3 of 5 DocuSign Envelope ID : 5306EF16-D56E-43C1 -8954-EB242B601 B5E made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by SERVICE PROVIDER, SERVICE PROVIDER must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. These requirements shall survive expiration or termination of the Agreement. All policies of insurance required herein shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by SERVICE PROVIDER. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, SERVICE PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than five (5) calendar days following the expiration date of the expiring policy. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to release or diminish the liability of SERVICE PROVIDER, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of SERVICE PROVIDER, its principals, officers, agents, employees, persons under the supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS -If SERVICE PROVIDER subcontracts any or all of the services to be performed under this Agreement, SERVICE PROVIDER shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate side agreement with the City to provide required indemnification and insurance protection. Any required side agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no side agreement is required, SERVICE PROVIDER shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and SERVICE PROVIDER shall ensure that CITY, its officers, officials, employees, agents, and volunteers are additional insureds with the exception of workers compensation and employer's liability insurance. The subcontractors' certificates and endorsements shall be on file with SERVICE PROVIDER, and CITY, prior to commencement of any work by the subcontractor. VERIFICATION OF COVERAGE SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable e,ndorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the Agreement and before work commences. All non-ISO endorsements amending Page 4 of 5 DocuSign Envelope ID: 5306EF16-D56E--43C1-8954-EB242B601B5E policy coverage shall be executed by a licensed and authorized agent or broker. In the event of a claim, and upon request of CITY, SERVICE PROVIDER shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements. This requirement shall survive expiration or termination of this Agreement. INDEMNITY To the furthest extent allowed by law, SERVICE PROVIDER shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, SERVICE PROVIDER or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Agreement. SERVICE PROVIDER'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If SERVICE PROVIDER should subcontract all or any portion of the work to be performed under this Agreement, SERVICE PROVIDER shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Agreement. 'TERED Page 5 of 5