REQUEST FOR

COUNCIL ACTION

CITY COUNCIL MEETING DATE:

April 15, 2014

TITLE:

AGREEMENT RENEWAL WITH INFOR (US)

INC FOR FINANCIAL SYSTEM

MAINTENANCE, SERVICES, ANDSOFTWARE ( (

A 4-4

A- 2008 -037)

fl../

f

CITY MANAGER

f7Xeii-ir, l-IT, 1 z1114 7T Li7 I

CLERK OF COUNCIL USE ONLY:

As Recommended

As Amended

Ordinance on 1s` ReadingOrdinance on 2nd ReadingImplementing ResolutionSet Public Hearing For

CONTINUED TO

FILE NUMBER

Authorize renewal of agreement no. A- 2008 -037 with Infor ( US) Inc., formerly Lawson SoftwareAmericas, Inc. for maintenance, service, and software for the Lawson financial system in an amount

not to exceed $ 200, 000 annually for a three year period, subject to non - substantive changesapproved by the City Manager and City Attorney.

DISCUSSION

On March 3, 2008, the City Council approved an agreement with Lawson Software Americas, Inc. topurchase the Lawson financial system. The system went live in September 2009 and replaced a

legacy mainframe system that was over 20 years old, no longer supported, and was not meeting theCity's financial requirements. The Lawson system is an enterprise system used by all Citydepartments to process, track, and report on the City's financial information and transactions. Keyfunctions include general ledger, grant management, projects and activities, accounts payable, cash

management, billing, accounts receivable, asset management, requisitions, purchase orders, inventory, business intelligence and reporting.

The agreement provides for an annual software maintenance and support plan that entitles the City toreceive software updates and technical support services. In addition, staff is requesting funding foradditional Lawson professional services and software licenses required to maintain, optimize, andimprove the system and City processes to maximize staff efficiency. Lawson Software Americas, Inc. was acquired by Infor ( US) Inc. in 2011.

FISCAL IMPACT

Funds are available in the Finance Management Lawson Contract Services account (accounting unit - account no. 10910141 - 62300).

Francisco Gutier

Executive Director (

Finance and Management Services Agency l6

Exhibit: 1. Excerpt of Agreement A- 2008 -037, 2. Services Work Order

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tlC.:: XPIRES

IL

T ` LAWSONIttgMvitt

A- 2008 -037

LAWSON SOFTWARE CUSTOMER AGREEMENT

MASTER TERMS AND CONDITIONS

Customer Name:

Address:

City:

StateMp or Province/Postal Code:

Country:

City of Santa Ana

20 Civic Center Plaza, a Floor

Santa Ana

CA 92701

USA

These Lawson Software Customer Agreement Master Tema and Conditions (' Lawson Master Terms and Cmmlitions') an entered Into by each respectiveLawson Gmup company named below and in each Order Form and the customer amity named above and in each Order Form, and Is effective as of the latestdate signed below after all Parties have signed.

The entire Lawson Software Customer Agreement Includes these Lawson Master Terms and Conditions, and each Order Form, Statement of Work and other

written agreement entered into by Customer and any Lawson Group company at any time in the futua and which refers to these Lawson Master Tons andConditions ( ccaactWely, Me' Agraarnent').

The Initial Agreement must be signed below, and may be signed in counterpart and delivered by fax, pdf or other means that displays the original or a copy ofme signatures. Any subsequent Order Form or Statement of Work may be signed and delivered in the same manner or as described In that Oder Farm orStatement of work.

The Agreement contains the complete agreement with Customer concerning any products, software, maintenance or services provided by any Lawson Groupcompany.

IN WITNESS WHEREOF, the parties hereto have executed this Lawson Software Customer Agreement Master Terms and Conditions on the date set forthbelow.

For LAWSON SOFTWARE AMERICAS, INC. CITY OF S T A

t/

rued dat e) DAVID N. REAM

City Managerinn J , M( e1 JH (/

MAR 3 2008lPrinfeA Namel

I nle)

qx) ooDate)

Cuslomer Master T &Cs — North An erivaRevised 2007 August 13

PATRICIA E. HEALYClerk of the Council

APPROVED AS TO FORM:

JOSEPH W. FLETCHER

City Attorney

By: Laura SheerlyAssistant City Attorney

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Faye 1 of C

Customer Master T & C' s - No qtt Amenef Paye 2 of CRevised 2007A ugust 14

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Lawson Software Costumer Agreement Master Torras and Conditions

The following Lawson Master Terms and Conditions supplement and govern 1, 23 Nor ProdrWa' owns new smware and doamantaflon thateach Order Fenn, Statement of Work and other written agreement entered Lawson Group elects to make generally available to customersInto at any time by Customer and any Lawson Group company at any time on separate from other products and which contain new applicationor after the effective date of these Lawson Master Terms and Conditions: software or technology,

I . Definitions. The following defined terms are In addition to the 1. 24 Omhr Font roans a Product Order Fom (- POP"), a Servicesdefinitions contained In each applicable Order Form or Statement Order Form (7SOF'), Statement of Work or other order form enteredof Work: Into by Lawson and the applicable Specified Customer at any time

1. 1 Agroonurt' n "Lawson Software Customer Agreement" meansand retardng to these Lawson Master Terms and Conditions. EachOrder Farm pertains only to the Specified Customer Identified in that

these Lawson Software Customer Agreement Master Terms and Order Farm. Conditions and each Order Form, Statement of Work and other

written agreement entered into by Customer and any Lawson125 Party maam Lrmon or Cuslonur, and ' Parties' means Lawson

Group company at any time In the future and which refers to these and Customer.

Lawson Master Terms and Conditions. 1. 26 Product trans the Sohmser and Documentation.

1. 2 Cure Pedod' means the period of time after notice from Customx, 1. 27 Product Worroay in opened for Section 7.1 below. reasonably required for Lawson to cure a breach in accordancewith Laments then current standard Maintenance or Services

128 Reieu Mne' momma the * of a Lawson- Mainlined Product after it

Practices. has been made generally available by Lawson.

1, 3 Cuatomer collectively means the customer entity that has signed129 xNo moons hearing' Implemntatim, coneuNrig, Service

theft Lawson Master Terms end Conditions and each Spsgned Delivembles, subscription or other services provided by Lawsonunder the Agreement, excluding Maintenance and any LimitedCustomer ( If different) Identified in each respective Order Form orOffering ( unless otherwise slated In an Order Form).

1. 4

Statement of Work.

DOamerdalion" moons al help screens, or other docxmMatinc ne1. 30 Servics Delves' moans any tool, luring materials x other non -

Product Rem described in the applicable Order Form or Statement ofdescribing the operation of the Software described Order

Form, which are delivered ( in printed or electronic ( am) with the Wok u • ' SeMw Dt far la the Specified

Software by Lawson or a Third Party, any subsequent updates andOrder Form StatenCustomer identified In that Order Form or Statement of Work.

new Releases of that documentation provided to the Specified 1. 31 Services Womanly is defined in$ actlon 7.2 below. Customer listed In that Order Form by Lawson under Maintenance 1. 32 Safiwafe' means 11% Software and manta described In a POP ( Inor by a Third Party, and any copies of that documentation. source code and /or object code as specified In a POF), any repairs, Documentation excludes all advertising, marketing materials, replacements, upgrades, updates, enhancements and crew Releasesrequests for proposal, proposals, demonstration materiels and provided by Lawson to Customer under applicable Maintenance forother promo0onal Information. that same Software or provided by a Third Party to Customer, and

1. 5 Escrow Agreement" means the separate escrow, agreement, if any copies of that code, excluding any Limllod Offering software thatany, entered into by the escrow agent appointed by Lawson. is IMed in n Order Font as not being a - Product:

1. 6 Extended Malnlnarim' is defined in Section 4.2(b) below. 1. 33 Specified Cusucrur moons the customer identified In an Order

1. 7 Initial Maintenance Period" moons the Initial period of Maintnance Form or Statement of Work and which Is ether ( a) the same

specified In an applicable Order Form. customer entity that signed these Lawson Master Terms andConditions or ( b) a customer which Is affiliated with the customer

1. 8 IMeledual Property RAMS' means el copyrights, patent rights, entity that signed these Lawson Master Tens and Conditions. confidentiality rights, lretle secret rights and trademark rights nowknown or created In the future.

1. 34 Statement of Work' or' SOW means ore portion of the Agm~ that describes the Services to be performed by Lawson for the

1. 9 Lawson' moons each mpagw Lawson Group company that has Specified Customer Identified in that Statement of Work and thatentered Into the Agreement with Customer, describes one or more off the following: the main responsibilities of

110 Leman Cornpothor means a developer, licensor or provider of the parties, estimated time schedule for completion of project, project

software or services that directly competes with the then current scope and organimlion, change order process, and other project

Products or Services provided by Lawson Group. requirements.

111 Lawson Documentation' moons the Documentation for the 1. 35 Support OPxMlxu Handbook' means the Lawson- prepared

Lawson Products. document that describes the respective types and levels of

1. 12 Lawson Group" means Lwsm Software, Inc. and each of hemaintenance and support available for purchase by the applicableSpecifiedSpecified Customer for the Lawson- Malmoned Products, as

direct and Indirect subsidiaries, by Lawson from time to time. 1. 13 Leman Partner tens each 6" that is then currently 1. 36 faxes' morns my vWle- added, sales, use, excise, gouda and

appointed as a' Lawan Partner by any Lwsm Group company. services, withholding taxes, duties or other taxes, Interest and1. 14 Lwson- Maintained Products' moons the nmodfied Products or penalties that are levied or assessed by a governmental authority

Limited Offering that am specified as " LMP" in an applicable Order because of the Agreement, excluding: ( a) taxes for which CustomerForm while eligible for Maintenance under Section 4 below. provides Lawson a valid tax exemption or resale certificate, ( b) taxes

1. 15 Loran Product' moons each Product described in an Order based on Lamm Group' s net Income and ( c) Interest and penalties

Form, excluding Third Party Products. caused by Lawson Group and not Customer.

1. 16 License" is deflrud in Section 2 below. 1. 37 Third Poly nuam Bic applicable owner or supplier of a Third PartyProduct

1. 17 License Tam- moots • perpetual period of time, unless a shorterterm is specified in the applicable Order Form or the License is

1. 38 rhi Party Product' mom eah Product owned by a third partyterminated pursuant to the Agreement. and designaled u a separate " Third Party Product In a POP and

1. 18 Limited Offering' means allware, maintenance and /or servicesdelivered to the applicable Specified Customer under theAgreement, excluding third party Products that are designated In that

that are designated es ' LO' in an Order Fom. An Order Fan mayY as Bmmedetl or Included with a Product that is proprietary toy toexclude a Limited Offering from the definition of a Product, LeLawson. Maintenance snorer Service under the A9reemeM.

1. 39 User means employes of the applicable Specified Customer or1. 19 Mainelrexn MalMenanco' la defied In Section 4. 2( a) below. other natural persons who are authorind by that Specified Customer1. 20 Maintanarrce' mans the mainlenarrm and UPI services to use the Products, Services Deliverables and Limited Offerings for

described in Section 4 below and In the then current Support the internal business of that Specified Customer, subject to the

Operations Handbook and purchased for the Lawson- Maimalned Agreement

Products listed In an Order Form by the Specified Customer listedIn that Order Farm, excluding any Limited Offering maintenance or

2 License Granted. Subject to the Agreement, when a Lawson Groupsupport that is Isud in an Order corns m not being - MaiMmenae.- company and a Specified Customer sign an Order Form, that

1. 21 Mainlnoroo Psfbd' rmns: (a) the Initial Maintenance Period orLawson Group company hereby germs to only the SpecifiedCustomer Identified In that Order Form, throughout the License

b) any renewal period of Maintenance under Section 5 below or Term, a nontransfe abae and non - exclusive license to that Specifiedunder the applicable Order Fortin. Customer to use and allow that Specified Customers Users to use

1. 22 Maimium Use Designations" mans the user ImBallon defined the respective Products, Service Deliverables; and Limited Offeringsand shown In the Order Form applicable to the Products, Services Identified in that Order Form for up to the Maximum Useor Service Deliverables. Designations Identified in that Order Form and only for the internal

business of that Specified Customer (' Lawn').

Customer Master T & C' s - No qtt Amenef Paye 2 of CRevised 2007A ugust 14

25D - 4

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Lawson 50, irru Custornni Agreement Mmerar Tenha aria Conditions

2. 1 Installation and Use. 2.5 Restrictions.

2. 1. 1 Unless otherwise authorized by Lawson In writing, only the 2.5. 1 The Specified Customer Identified in an Order Form may notapplicable Specified Customer, Lawson Group or a Lawson Partner transfer, rent, lease, redistribute or re- license the Products orretained by that Specified Customer, may Install or host the Service Deliverables or use the Products or Service DeliverablesProducts, upgrades, enhancements and new Releases of the listed in that Order Form to provide data processing, outsourdng, Products, Service Deliverables and Specified Customer service bureau, hosting services or (mining to third parties. Customermodifications of the Lawson Products and Service Deliverebles will not disassemble, decompile, decode or reverse engineer thelisted In the Order Forte identifying that Specified Customer. Software, except as expressly permitted by applicable law.

2. 1. 2 The Specified Customer Identified in an Order Form or Statement 2.52 Only employees of Customer may attend Lawson Gaining. of Work may use the Products and Services Deliverables listed in 2,5, 3 Customer shell not directly or indirectly export the Products orthat Order Form or Statement of Work only in accordance with the Service Deliverebles from the country of Initial delivery by LawsonDocumentation.

without the prior written authorization of Lawson and compliance with2. 1. 3 Customer must obtain applicable Third Party approval before applicable laws and regulations.

granting a Lawson Partner or third party permission to Install, use 2 5. 4 The restrictions In the Agreement concerning the use, confidentialityo heat Third Party Products on that Lnvnnn Partners or third

and export of the Products and Service Deliverables extend to anyparty' s hardwars platform. updates, upgrades, enhancements, Releases, or support materials2. 1. 4 The License doss not allow a Specified Customer in related to the Products or Service Delverebles, and provided by

Oder Form to use source erode unless the source code has beencode a been Lawson or Its Third Parties. delivered to that Specified Customer under either ( a) that Order

2.5.5 Customer shall comply with applicable laws when using anyForm or ( b) a separate Escrow Agreement entered Into by that Products, Services, Service Deliverables or Limited Offerings. Specified Customer. The applicable License governs the use of

any source code. The Escrow Agreement governs the use of any 2.5.6 Each Specified Customer is responsible for compliance with the

source code delivered under that Eacrow Agreement. Agreement by each of its Users.

2. 2 Software and Documentation Copies. 2.6 Country Versions. The Produces licensed to the Specified

2.2. 1 The Specifietl Customer identified in an Older Form may copy the Customer identified In an Order Form are the country version of theSoftware limed in that Order Form only for backup and archival Produces only for the country(s) listed in that Order Pon, Thatpurposes. Specified Customer may, upon written request and payment of the

2.2. 2 During the Maintenance Period and upon request and for a nominal applicable fees, license other than - currently available countryversions of the Products under the then current terms and

handling charge, Lawson will provide additional copies of the o Lawson is rot to develop software toLawson Products listed in an Order Form ( subject to the Maximumy rmeet any requirements of any country orJudsdletion. meet any coup rjums isUse Designations shown in that Order Form) to the Specified

Customer Identified In that Order Farm. 2.7 Verifications.

2. 2. 3 Customer may copy the Lawson Documentation and Service2.7. 1 If requested by Lawson. Customer will Inform Lawson each calendar

year of the countries where the licensed Products ere located andDeliverables only for use with the applicable Software under the used. License.

2. 2. 4 Customer may not copy Documentation for Third Party Products2' 7' 2 The Maximum Use Designations for each Product licensed under the

unless permitted by the applicable Third Party. Agreement are am out In the applicable Order Form

2. 2. 5 Customer mum retain and Include on each copy of the Products 2' 7' 3 Customer acknowledges that some Products may contain softwarethat will monitor the actual users and prohibft unauthorized use ofthe

and Service Deliverables, all titles, trademarks, and copyright andSoftware.

restricted rights notices and Customer will document the number ofcopies. 2. 7. 4 After reasonable notice and request ( and no more than once per

2.3 Third Party Produces Sublicensed by Lawson. calendar year): ( a) the Specified Customer Identified in an Order

2.31 Third Party Products subloensed by Lawson may be used onlyForm will provide Lawson a verification of that Specified Customers

compliance with the Maximum Use Designations listed In that Orderwith the Products and the operating system /tlalabese shown in the Form and ( b) Lawson, its Third Parties or their representatives mayapplicable Order Form.

Inspect the location where the Products listed in that Order Form are2.3. 2 Customer is responsible for licensing and paying for additional third installed to verify compliance with the Agreement, provided the

party products that may be required for use of upgrades, Inspection is during normal business hours, complies with thatenhancements or new Releases of the Lawson - Maintained Specified Customers confidentiality and security policies, and doesProducts. not unreasonably interfere with that Specified Customers bush l

2.3. 3 It the reseller agreement terminates between Lawson and a Third 2.7. 5 The Specified Customer will promptly: ( a) notify Lawson K KParty for any Third Party Products listed in an Order Fan: (a) the becomes aware that K has exceeded the Maximum Use

Specified Customer Identified in that Order Fan may continua to Designations listed In an Order Form for that Specified Customeruse those Third Party Products under the License for the License and ( b) pay Lawson the then current list price for those additionalTerm and ( b) that Third Party will continue to be a third party Maximum Use Designations plus applicable Taxes,

beneficiary to the Agreement and may enforce Its rights under the 217. 6 If Lawson teams that the Specified Customer has exceeded theAgreement as the licensor of the applicable Third Party Product Maximum Use Designations limed In an Order Form for thatsublicensed by Lawson to that Specified Customer.

Specified Customer, and that customer has not previously paid24 Modifications and Ownership. Lawson for that overage under Section 2,7. 5 above, after notice from2.4. 1 Customer may mollify the Lawson Products and Service Lawson that Specified Customer will promptly pay Lawson: ( a) the

Deliverables only to the extant pertained under an Order Form or then current list price for those additional Maximum Usedescribed in the Documentation for those Products. The Lawson Designations plus a 25% surcharge of that amount, plus applicableProducts listed In an Order Form may be used by the Specified Taxes and ( b) the reasonable costs of conducting the verificationCustomer Identified in that Order Pam or by Lawson Partners under Section 2. 7. 4 If the Maximum Use Designations wereretained by that Specified Customer to develop and use ( for only exceeded by more then 5%. the Internal business of that Specified Customer) Software

2,7,7 Customer will not be entitled to a reduction or refund of any feesInterfaces. Subject to the License, Lawson and its Third Parties willbecause the number of actual users Is less than the Maximum Use

continue to own all Intellectual Property Rights for the Products, Designations, Services, Service Deliverables and any modifications of therespective Products or Service Deliverables. Unless authorized by 3. Delivery and Installation. separate agreement, Customer will not modify Third PartyProducts.

3. 1 Lawson will promptly deliver to the Specified Customer Identified inan Order Farm one copy of the Products listed In that Order Porte,

2. 4.2 The Agreement and Customer will act restrict Lawson Group's or Title to any delivered goads passes at place of shipment (subject toits Third Parties' Independent development, use or licensing of any the Llconsa), unless prohibited by applicable law, type of saftware,

3.2 Except as otherwise agreed In an Order Form, Customer Is2.43 If an Order Form lists a Product for development and lest use only, responsible, at Cwlcmera expanse, fair installation of the Software

the Specified Customer Identified In that Order Forth may use that and Service Deliverables, User training, data conversion, Product for development and testing but not for production ( unless implemematlon and other services.

that Specified Customer has licensed that Product separately forproduction use). 4. Maintenance.

4. 1 During the Maintenance Period, Lawson will directly or IndirectlyProvide to the Specified Customer Identified In an Order Form

Customer Master T & Cs — North Amm.. ca Page 3 or 5Revised 2007 Augu a 14

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Lawson Sc hwnre Customer Agreement Master Terms and Conditions

Maintenance for the Lawson - Maintained Products listed In thatOrder Form. Unless otherwise stated In that Order Form, andbased on the type and level of Maintenance purchased, Maintenance will Include the following: a) make available to the Specified Customer Ideri fied In that

Order Form general technical information and assistance withproblem determination, Isolation, verification and resolutionduring the hours specified In the then current SupportOperations Handbook;

b) correct programming same in the Lawson -Mantaired Productslisted In that Order Form to comply with the Product Warrantyunder Section 7. 1 below and allow the Lawson- Maintalned

Products, when properly Installed and configured Of not Installedand configured by Lawson), to operate materially andsubstantially as dawHbed In the Documentation for thoseProtlucts, by providing that Specified Customer a programpatch, update, new Release, or instructions for avolding theerror, as determined by Lawson; and

C) provide that Specified Customer updates and new Releases ofthe some Lawson - Maintained Products listed in that OrderForm when generally made available by Lawson for Installationand use by that Stratified Customer underthe Agreement.

New Products require a separate Order Form and are not provided as a newRelease or as part of Maintenance for other Products.

4.2 During each respective Maintenance Period, Lawson will previceMaintenance for.

a) each Release of a Lawson- Maintalned Product for at least 36months after general availability of that Release (' MainstreamMalraenarecei and

of each Release of Lawson- Mentalnmed Product for at least anadditional 24 months after termination of MainstreamMaintenance (" ExWMW MeirR n "), ExtendedMaintenance Is subject to an additional Maintenance fee, andmay exclude updates.

4. 3 Lawson will publish on its support webshe the scheduledlamination date for Maintenance of each Release that has ascheduled termination date,

4. 4 Lawson will not materially degrade its Maintenance practicesduring the Maintenance Period.

4.5 Customer may elect to Purchase at Customers expenses from theapplicable Third Party available support for the Third PartyProducts specified In an Order Form or Support OperationsHandbook as not maintained W supported by Lawson (' No LM ").

4.6 Unless otherwise described In an applicable Order Form, Lawsondoes not maintain or support Service Delivembles or Products

modified outside of Maintenance provided by Lawson. 4.7 Lawson Maintenance requires that

a) Customer uses an Internet browser with access to the WorldWide Web and an a -mall address to obtain LawsonMaintenance;

b) only persons trained by a Lawson-certNed trainer may accessLawson Maintenance;

c) Customer provides Lawson reasonably available informationand technical assistance;

d) he Products must be property Installed; e) Customer complies with the Support Operations Handbook;

f)the Specified Customer for the Lawson - Maintained Products listedin an Order Forth uses those Products only on the operatingsystem /database and In the technical environment shown Inthat Order Form orapplicable Documentation: and

g) Customer uses the Products in accordance wish theDocumentation.

4.8 If Lawson reasonably determines that a Customer - reportedproblem is ( 1) not caused by the Lawson- Maintalned Products, (2) der to Customers modification of the Products or noncompliancewith the Documentation or the then current Support OperationsHandbook, o ( 3) der to Custortmers lack of training on thefurmtlonality or use of the Products, and Lawson Is reasonably ableto correct the problem M Customers request, toss Customer willnimbus Lawson for ham that problem at Lawson's thencurrent rates,

5. Maintenance Renewal and Reinstatement.

5. 1 Before each renewal date of the Maintenance Period, Lawson willprovide to the Specified Customer for the Lawson - MaintainedProducts listed in an Order Form an invoke fer the Maintenancefees for those Products for that renewal period, plus applicableTaxes.

Customer Master T &Cs — North AnmencaRevised 2007 August 14

5. 2 After the initial Maintenance Period ( unless otherwise stated In anOrder Form), Maintenance for the Lawson - Maintained Products willautomatically ran" for successive one year Maintenance Periodsso long as Lawson makes that Maintenance available to itscustomer, unless the Specified Customer Identified in the OrderForm for those Products or Lawson notifies each other of son. renewal before the renewal data

5. 3 Lawson may consolidate the renewal date for Maintenance Periodsunder one or mom Order Forms Into one Maintenance renewal dateeach year for Customer. If Customer has prepaid Maintenance feesas of the consolidated Maintenance renewal date, Lawson will creditthe unearned Portion of the prepaid Maintenance fees as part of themnewal Maintenance fees due on the next consolidatedMaintenance renewal date.

5.4 If Maintenance has terminated and Customer and Lawson desire toreinstate Maintenance, Lawson will promptly reinstate availableMaintenance g Customer pays Lawson: (a) all outstanding Invokes, b) the Maintenance fees for the next Maintenance Period, and 0) aRainstetsment Fee' squat to 2% of the then current list price for the

Lawson - Maintained Products for each month not underMaintenance.

6. Services.

6. 1 Except as otherwise agreed in an applicable Order Farm, allServirws will be an a lima and mMwWs teals at Lawson's thencurrent rata ( ths % wvices Fees') plus apptici Texas, payablewithin 30 days after Invoke dale.

6. 2 The Services will be performed In the manner and under the ternsdescribed In the relevant Statement( s) of Work,

6. 3 Lawson will select the personnel and provide the Services directly orthrough a subcontractor, and may reassign personnel ifreassignment does not materially Impede the performance orschedule of Services.

6.4 Except as otherwise agreed in an applicable Order Form, theSpecified Customer Identified In an Order Form will reimburseLawson for reasonable travel and oubof- pocket expenses Incurredwhen rendering on-she Services, Maintenance or Product Warrantyservices for any Products listed in that Order Form.

6. 5 Customer may elect to purchase installation, implementation andother available Services directly from Lawson or a Lawson Partner.

7, Warranties,

7. 1 Product Warranty. At the time of delivery of the Products listed in anOrder Forth, Lawson warrants that Ohs ' Product Weasel

7.1. 1 Media. The media for those Products as provided by Lawson will befree of defects;

7.1. 2 Viruses. Before delivery of those Products by Lawson, Lawson willhave used up- to-date, commercially available virus scanning andcleaning, and will not have, based on the results of that scanningand cleaning, delivered to the Specified Customer Identified in thatOrder Foram Products containing any computer viruses, time bombs, harmful and malicious data, or other undocumented programs whichInhibit Product use; and

7.1. 3 Functionality. Those Products will include the functionality describedin the Documentation for those Products.

7.2 services Waranty. Lawson warrants that at the time of Servicesdelivery, the Services will be provided by trained Personnel and In aprofessional manner using commercially reasonable agents.

7. 3 THE WARRANTIES REFERENCED IN THE AGREEMENT AREMADE SOLELY BY LAWSON AND ARE IN LIEU OF ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE. Lawson does not warrant that theProducts, Services, Service Deliverables or Limited Offerings arehet, of nonmaterial defects or will meet the specific requirements orneeds of Customers business ( whether or not those requirementsand needs am known to Lawson).

a. Customer' s Remedies.

9.1 Customers exclusive remedies for Lawson Group's breach of theProducl Wananty or a Maintenance default are as follows:

a) Lawson will provide Maintenance ( if purchased by Customer) torepair, replace or furnish an upgrade of the Lawson - MaintainedProducts to enable those Products or upgrade of those Productsto comply with the Product Warranty and Section 4 above; and

b) ti Lawson does rot comply wish Section 8.1( a) above within theCum Period, Customer may recover direct damages for theLBwsmm- Maintained Products subject tre the damage claim, including up to a refund of the License fees of Maintenance Feespaid by Customer to Lawson for those Products, subject to thetime periods and limitations described In Section 15 below.

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LawSOn Sehware Custom tr,4graymenl Ma$ or TErmS and Conti hone

8.2 Customers exclusive remedies for breach of the Services Warrantyor a Services default are as follows:

a) Lawson will m-perfonn those Services at no additional chargewithin the Cure Period; and

b) if Lawson does not complete that m- pedormance within to

Cure Period, Customer may recover direct damages, Includingup to a refund of the Services Fees paid by Customer toLawson for those Services not re- performed and timely cured, subject to the limitations described In Section 15 below.

11. 2

9. Laimu n' s Reinstall

9. 1 Upon request, Customer will provide Lawson sufficient financialinformation to WMC Lawson to determine Customers

creditworthiness. Lawson may withhold delivery of any Products orServices pending credit approval by Lawson.

9,2 Lawson may suspend or terminate Maintenance and/ or Services atany time If all Lawson Invoices, that am then due and payable, arenot paid within 15 days after notice of late payment.

9.3 Late payments will bear Interest at the lesser of 8% per annum or

the maximum annual rate allowed by applicable law. 9.4 Lawson may terminate the License, the Agreement or any Order

Form If any undisputed invoices are not paid by Customer within 15days after notice of late payment or If Customer does not cure anyother material breach of the Agreement within 90 days after noticeof breach.

9.5 Lawson may Immediately terminate the Agreement or portion of theAgreement to the extent that it becomes illegal for the LawsonGroup to conduct business with Customer.

9.6 Customer will promptly destroy or return to Lawson all Productsand Service Deliverables If the License and the Agreement

laminate as described in Sections 9 or 17.2 ( Third Party Productsmust be returned to Lawson upon lemdnetion ofthe License).

10. Confidential Information.

101 ' CorlgdenUY Information" means object code, source code andbenchmark tests for the Products and Service Deliverables, Limned

Offering software, pricing, non - standard Lawson contract terms, Customer financial Information, data and all other Information

reasonably believed to be confidential, but excludes: a) Information made available to the general public without

nostrimlon by the disclosing Party or by an aohodzed thirdparty;

b) Intonation known to the receiving Party independent ofdisclosures by the disclosing Party;

c) information Independently developed by the receiving Partywheal access to or use of the disclosing Padya Confider" Information; or

d) information that the Wall Party may be required to disclosepursuant to a valid and enforceable subpoena or other lawful

Process. The receMng Partly will immediately nutty thedisclosing Party of any obligations to disclose under this Section10. 1( d) so that the disclosing Party can appear and protect itsinterests. Customers Confidential Information also excludesany new features or functionality suggested by Customer for theProducts or Service Deliverables.

10. 2 The Parties soft use reasonable efforts to keep each othersConfidential Information secret and will use that Information only tofulfill the rights and obligations under the Agreement,

10. 3 Efther Party may disclose in omfidence rte other Party' sConfidential Information on a need4o -know basis to other persons, and the Party making that disclosure will be responsible for thatperson' s compliance with the Agresrrem.

10. 4 The Parties will have the fight of injunctive mllef to maintaincompliance with this Section 10 and prevent unauthorized

disclosure, use or export of the Products, Service Deliverables, Limited Offerings or other Confidential Information.

11. 3

11. 4

11. 5

11. 6

c) gives Lawson all available non - privileged Information reasonablyrequested by Lawson Maceming the suit orclalm;

d) does not make any admissions that prejudice, or might prejudicethe defense; and

e) has used the Products In compliance with the Agreement, complies with this Section 11 and reasonably cooperates withLarson in the daNrrs ( Lawson soft ralmblxse Cuslanlarsressonable callpocket costa of that requested cooperation).

Customer may also retain legal counsel to participate in the oaten" of a claim under this Section 11. Lawson will reimburse Customer for

the reasonable fees and expenses of Customers legal counsel onlyIf Lawson falls to continue to retain legal counsel as required by thisSection 11.

If the Products or Service Deliverables are held or are reasonablybelieved by Lawson to infringe under this Section 11, Lawson will atUs expense and to the extent commercially reasonable, modify orreplace the applicable Products or Service Delivembles to be non-

Infringing and with similar functionality, or obtain permission forCustomer to continue using the Products and Service Delivemblesunder the License.

Lawson will have no obligations or liability for any sun or claim ofInsring a leM based on Customers use of a superseded orCustomeranered Release of the Products or Service Deliverable tothe extent that the obligation or Ilabiifty would have been avoided bythe use of a then current Release of the Products or ServiceDeliverable which Lawson provides to Customer.

If Lawson determines that the remedies in this Section 11 are notcommercially and reasonably possible and a court orders or isreasonably likely to order Lawson to terminate the Agreement to theextent it mistes to the Infringing Product or Service Deliverable:

a) Larsal will pay Customer, u Cu oases Baia sari exclusiveremedy against Lawson ( other than Indemnification by Lawsonunder this Section 11) an amount equal to the License fee paidunder the Agreement for the infringing Product and ServiceDeliverable and any Other Pmduct(s) and Service Delivemble( s) that become substantially unusable because of the Infringementleas the cumulat as depreciation of those Produce and ServiceDeliverables based an a Six ( 6) year straight line depreaclationcommencing care ( 1) year after the initial date of the License forthose Products and Service Deliverables; and

b) Customer will cease to use and will return to Lawson suchProduct(s) and Service Denverable(s).

Customer will reasonably cooperate with Lawson to mitigateInfringement damages.

12. Insurance, While Lawson is rendering any omits Maintenance orServices, Lawson will maintain comprehensive general liabilityInsurance for bodily injury and damage to tangible property, withcoverage of at least $ 1, 000,000 USD per occurrence, with a generalaggregate limit ofat least $ 2,000,000 USD.

13.

14.

14. 1

11. Infringement Indemnity and Remedies. 11. 1 Lawson will, at its expense, retain legal counsel and defend any 142

suit or claim brought against Customer and will indemnityCustomer against any third party damage claims that the Products

15or Service Delivembles as licensed and delivered by Lawsoninfringe any third party's Intellectual Property Rights, only it 15.1Customer

a) promptly notifies Lawson after Customer learns of the suit orclaim, and no delay by Customer In providing that noticematerially prejudices the rights of Lawson;

b) gives Lawson authority to defend or salts the suit or claimprovided that Lawson does not agree to any sedienlent that 15. 2

materially prejudices Custorl

Cusromer Master TSCI — Nunn An,,% + Revised 2007 Hngust 14

25D -7

No Hire of Certain Lawson Employees. Customer agrees that untilone year after the later of ( a) the lamination of the MaintenancePeriod or ( b) the completion of Services, Customer will not hire, employ, retain ( directly or Indirectly), or contract for services directlywith any current employee of the Lawson Group who Is or has beenworking In any capacity with Customer, and whose services havebeen invoiced to Customer, without receiving prior written consentfrom Lawson. If Customer violates this Section 13, Customer agreesto pay to Lawson as liquidated damages a fee of 100% of suchLawson employee's annual compensation in effect at the time ofsuch employee's severance of employment with Lawson, as

evidenced by copy of such employee's most recent payroll record.

Force Majeure.

Neither Party will be in default of its obligations under the Agreementor liable to the other for any noncompliance arising from causesbeyond the reasonable control of the Party, Including, wnhoulIimrtation, fires, goods, natural disasters, communication failures andother equipment or telecommunication problems.

Each Party will use reasonable efforts to resolve promptly any typeof fame majeure event described In Section 14. 1.

Limitations of Liability.

In no event will Lawson, Lawson Group, Third Parties orCustomer be liable for Indirect. Incidental, punitive, exemplary, special or consequential damages, or damages for loss ofprofile, revenue, data or use, Incurred by either Party, whetherIn contract or tort, even if the other Party has been advised ofthe possibility of such damages. Neither Party will seek or applyfor such damages.

Other than indemnification by Lawson for third party claimsunder Section 11 above or bodily Injury or direct damage to real

P, e5ei

Lawson Software Customer Agreemem Master Terms and Condinons

or tangible personal property to the extent caused byLamcn' s shows npNotence, Lawson, Laceson group and NoThird PW0OB- aggrywle and euraalW a Nablllty for damagesto Customer

a) for the Products, the Product Warranty or Maintenance, whether In contract or tort, will be limited to actual direct

money damages In an amount hot to exceed: ( 1) theLicense fees paid by Customer to Lawson for theProducts subject to the damage clean N Customer notifies

Lawson of the claim within are yew after the date of theearliest Order Form for those Products or ( 2) the mostrecent annual Maintenance fees paid by Customer toLawson for the Products subject to the damage claim IfCustomer ratifies Lawson of the claim more than one yearafter the data of the earnest Order Form for those Productssubject to the damage claim;

b) for the Services and Services Warranty, whether Incontract or tort, will be limited to actual direct moneydamages in an amount not to exceed the Services Fees

paid by Customer to Lawson for the Services subject to thedamage claim during the one yew period prior to Customernotifying Lawson of the claim; and

c) for any Limited Offering, whether In contract or tort, will belimited to actual direct money damages In an amount notto exceed any fees paid by Customer to Lawson for thatLimited Offering during the one year Period prior toCustomer notifying Lawson of the claim.

15.3 The limitations of liability In Section 15 apply to Lawson GroupIn the aggregate and are not additive among each LawsonGroup company.

15. 4 The Parties will each use reasonable efforts to mitigate theirdamages.

15. 5 Section 15 describes the agreed allocation of risk.

18. Source Code Escrow. Unless an Order Form specifies delivery ofsource code for a Product, all Products will be provided In object

code only to the Specified Customer Identified In an Order From. During the Maintenance Period, the Specified Customer Identifiedin an Order Form may elect to become a beneficiary under theapplicable Escrow Agreement between Lawson Group and itsescrow agent for the Lawson Products delivered by Lawson inobject code only under that Order Form ( excluding Third PartyProducts) by: ( 1) signing the applicable acceptance farm providedby Lawson and ( 2) paying the escrow agent all initial and renewalescrow fees. The License and the Escrow Agreement govern anyProduct source code provided to Customer under the EscrowAgreement.

17. Assignment.

17. 1 Customer may net assign the License or the Agreement, or transferany rights or obligations under the Agreement.

17. 2 If a Lawson Competitor acquires a controlling interest in the capitalstock or assets of Customer ar Customers su casso, Lawson mayelect to terminate the Agreement upon notice to Customer andshall have no refund obligations to Customer.

17. 3 Lawson Group may transfer the right to receive payments underthe Agreement.

17. 4 Lawson Group may transfer the Agreement in connection wish amerger, reorganization, sale or transfer of all or substantially all ofthe assets of Lawson Group or as applicable operating subsidiaryor division,

17. 5 Any assignment or transfer in violation of this Section 171s veld.

18. Publicity,

18. 1 Either Party may ( in any presentations, press release, advertisingor publicly - disseminated materials) refer to the other Party, to theProducts and Services acquired by Customer, or to backgroundInformation, Including, for example: Lawson competitors andcompeting products considered by Customer, net value of theAgreement, and Customer business needs and reasons forselecting Lawson and the Products.

18.2 Pricing and non - standard Lawson contract terms will remainconfidential under Section 10 above.

19. Notices.

19. 1 All notices required under the Agreement must be in writing anddelivered electronically or by other method providing for proof ofdelivery, fo the afteandon of the PwW* president o managingdirector, at the address on the applicable Order Form ( unless adifferent recipient or address has been designated by notice to theother Party).

Customer Master T &CS - North AmericaRevised 2007 August 14

19. 2 Other communications may be delivered by fax, email or otherwritten means.

20. General.

20. 1 All services provided by Lawson will be provided as an Independentcontractor, and neither Party will be, or represent Itself to be, thefranchiser, franchisee, agent, legal representable or fiduclary of theother Party.

20.2 The Agreement may be amended only In writing signed by theParties, except that Lawson may upon notice to Customer andwithout Customers signasurs, amanal an Order Form to Correctwrore without Increasing the License fees or Services rates.

20.3 The Agreement contains the complete agreement with Customerconcerning any products, software, maintenance or eervless

provided by any Lawson Group company. The Agreementsupersedes all purchase orders, prior agreements, % presentations,

statements, requests for proposal, proposals, negotiations, understandings and undertakings concerning any products, software, maintenance, service, Service Deliverable or LimitedOffering.

20.4 The Agreement will commence into force on the date that Lawsonsigns the Agreement and will continue In force until the Parties agree

otherwise or the Agreement Is terminated in writing In accordancewith the provisions of the Agreement.

20. 5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and theprovisions of the Agreement contenting protection of IntellectualProperty Rights, will survive any lamination or expiration of theAgreement.

21. Governing Law and Dispute Resolution. 21. 1 The Agreement Is governed by Minnesota law ( wkhoul regard to

conflicts of laws principles). All of the terms of the Agreement shallbe enforceable to the full extent allowed by Minnesota law. IfMinnesota law changes in any manner contrary to the express termsof the Agreement, those changes will not govern the Agreement to

the extent that those changes can be lawfully waived by contract. 21. 2 Promptly after the written request of either Party, each of the Parties

will appoint a designated representative to meet promptly In personor by telephone to attempt to resolve In good faith any disputeconcerting Lawman' s Invokes, the Products, Maintenance, Services, a Limited Offering or the Agreement. If the designated

representatives do not resolve the dispute, then either Party mayrequest that an officer of Lawson and an officer of Customer meet

promptly in person or by telephone to review and attempt to resolvethe dispute In good faith.

21. 3 Unless prohibited by applicable law, Lawson and Customer eachwalve their right to a Mal by jury for any disputes between theParties.

21. 4 No litigation, arbitration or other action relating to the Products, Malrnenence, Services, Limned Offering, Lawson's Invoices or theAgreement may be brought: ( a) If the Injured Party has notparticipated or agreed to participate in the meetings described In

Section 21. 2 above or ( b) I the cause of action has been known bythe Injured Party more than 2 years.

21. 5 Each Party will pay ( without reimbursement) its own legal fees andexpenses Incurred in any dispute.

21. 6 The Parties must comply with this Section 21 for any dispute. 22. United Stales Government Restricted Rights. If the Products or

Service Deliverables am acquired by or for the United States (" U. S.") Government or by a U. S. Government prime contractor orsubcontractor (a any bar), then the U. S. GcvommeM' s rights in the

Products and Service Deliverables will be only as sat forth In theAgreement. This Section 221s in accordance with 48 CFR 2271201through 227. 7202 -4 ( for Department of Defense ( DOD) acquisitions) and with 48 CFR 2. 101 and 12.212 ( for non -DOD acquisitions), andother applicable sections of the U. S. Code of Federal Regulationsmen In effect.

25D -8

End of Lawson Software Customer

Agreement Master Terms and Condmonal

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25D -15

SERVICES WORK ORDER

This Services Work Order ( "Work Order or SWO ") is subject to all terms and conditions of the Master Terms and Conditionsbetween Infer ( US), Inc. ( formerly Lawson Software, Inc. 1 ( " Info/") and City of Santa Ana, a charter city and municipal

corporation ( "City ") with an Effective Date of 3/ 3/ 2008 ( the " Services Agreement "), agreement # A- 2008 -037. All terms of theServices Agreement are incorporated herein by this reference. Capitalized terms not defined in this Work Order are defined inthe Services Agreement. In the event of a conflict, the terms of this Work Order control over the terms of the ServicesAgreement.

Effective date of this Work Order: As of last party signing this Work Order Work Order Number: N/ A

Prepared By: Jim Jensen Approved By: Paul Davis

Project

Name:

Services to be provided 6/ 1/ 2014 to 5/ 31/ 2015

Objective: Provide general Lawson system consulting services as requested by the City.

Project Scope

Infor will provide ad hoc consulting services as requested by the City during the period beginning June 1, 2014through May 31, 2015. This may include both functional and technical assistance.

I

The estimated hours included in this SOW are designed to be utilized by the City on an as requested basis. Thespecifics of the services to be provided have not been determined, but will be discussed and agreed upon prior

to a resource being engaged. Project Deliverables

None identified. Any deliverables rere uested provided would be mutual) aryeed upon__ mm

Project ASsum_ptiofs_

The City will contact Infor Project Lead assigned to schedule resources as projects are identified. Infor will not provide services hours in excess of those set forth below without a mutually agreed upon andexecuted change order to increase the level of effort and estimated services hours and fees. _

1___ EUo act Exclusions

None identified.

Infor Responsibilities

Provide eneral Infor /Lawson s stem consulting assistance as requested b the Cit _ Responsibilities

City resources will be engajed to assist on-orojects on an as needed basis.

Services Fee Estimates

Resource Role Estimated Hours [ Hourly] Rate (US$)Estimated Fee US$ ICS Consultant Senior 278 $ 190. 00 $ 52, 820. 00

Total* $ 52, 820. 00

CURRENCY: US DOLLARS

All amounts are in US Dollars unless otherwise specified

Estimated time and costs listed in this Work Order represent an estimate only. Actual project time and cost may vary from theestimates provided. Where a substantial variation from this Work Order is foreseen, both parties must agree in writing to theadditional work and amend this Work Order accordingly. All services are provided on a time and materials basis and are billedbi- monthly. Billing and payment are not dependent or conditioned on delivery of deliverables contemplated herein or any otherdeliverables. Travel and living expenses are not included in the rates or estimated fees stated herein. Reasonable travel andliving expenses will be billed for resources who reside further than 50 miles from the City. Travel time to and from the City's sitewill be billed at $0 per hour.

LOCATIONS: Services may be provided at the facilities of Infor or its Contractors, or at the City sites listed below. A minimumof Y2 day ( 4 hours) will be charged for all work at the City's facilities. Remote services provided via phone, facsimile or remoteaccess to the City' s site will be subject to a one -half ( 1/ 2) hour minimum.

Infer (US), Inc. Son,ices Work Order (US Oct. 2012) Page 1 of 2

25D -16

PAYMENT: Infor will invoice the City for all services and applicable charges on a bi- monthly basis, as Infor renders theservices or City incurs the charges, as applicable. The City will pay each Infor invoice within thirty ( 30) days of the date ofinvoice.

THE PARTIES have executed this Work Order through the signatures of their respective authorized representatives.

Infor (US). Inc.

Signature:

Printed Name:

Title:

Address:

Address:

Signature Date:

City of Santa Ana

Signature:

Printed Name: David Cavazos

Title: ICity Manager

Address: 20 Civic Center Plaza

Address: Santa Ana, CA 92701

Signature Date:

ATTEST:

Maria D. Huizar

Clerk of the Council

RECOMMENDED FOR APPROVAL:

Francisco Gutierrez

Executive Director, Finance and Management Services Agency

APPROVED AS TO FORM:

C,

S°T Sonia R. CarvalhoCity Attorney

Infor (US), Inc _ Services Work Order (US Oct. 2012) Page 2 of 2

25D -17

25D -18