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11, Lawson will send user documentation as early as it is available so the <br />City will be able to prepare for implementation. One (1) copy of each <br />documentation item for each module is included with the 10% initial <br />payment. Additional copies of documentation are available at $75 per <br />copy. Additionally, if the City requests assistance with working through <br />problems after installation that Lawson cannot effectively handle by <br />telephone, then Lawson will send staff to make corrections on -site at <br />Lawson's expense. <br />12. Lawson guarantees it shall provide fully qualified personnel for all <br />levels of support, consultation, training, and assistance. The City <br />reserves the right to approve Lawson personnel prior to and during their <br />assignment to support the City. If the City is not satisfied with their <br />performance and requests removal, then Lawson agrees to replace them <br />within a mutually agreed upon period of time at no additional cost to the <br />City. Lawson will provide the City with statements of qualifications and <br />experience for each Lawson staff member proposed for assignment on the <br />City's project. <br />13. Either party may terminate this Agreement upon 30 days written notice if <br />the other has materially failed to comply with any of the terms and <br />conditions of this Agreement, except that, if the failure was a failure <br />by the City to authorize lessor to make any payment, the City, will then <br />have ten (10) days following receipt of such notice to correct the <br />problem by making said authorization of payment. <br />13.1 When this Agreement terminates for any reason (except as noted <br />in paragraph 13.2 below) within ten (10) business days, City <br />most either deliver to Lawson or destroy the original and all <br />copies of software and related materials. This provision <br />applies on a module by module basis. <br />13.2 If termination of this Agreement is by the City because Lawson <br />has declared bankruptcy, terminated business, or has failed to <br />continue to support or maintain the software included in this <br />Agreement, the software shall become the property of the City <br />for its own non-commercial use. <br />13.3 Termination of this Agreement does not free either party from <br />their respective obligdtions to comply with all the terms of <br />this Agreement which calls for performance prior to termination <br />date. <br />Page - 5 <br />YMATEVERII TAKES' <br />