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agents, and /or subcontractors in connection with this agreement. Lawson agrees to defend, indemnify and hold
<br />harmless Customer and its respective officers, employees and agents from and against such claims, actions
<br />and suits and will defend Customer and its respective officers, employees and agents, at
<br />its own cost and at no cost to Customer, in any such suit, action or claim, including appeals, for personal injury
<br />to, or death of, any person, or loss or damage to real or tangible personal property arising out of, or resulting
<br />from, the negligent acts of Lawson. These indemnification provisions are for the protection of Customer and its
<br />respective officers, employees and agents only and shall not establish, of themselves, any liability to third
<br />parties. The provisions of this section shall survive the termination of this agreement.
<br />The following Section shall be added to the Agreement as Section 24:
<br />No Termination or Suspension of Services. Except as set forth in this section below, and even if any problem
<br />or other dispute arises between the parties and regardless of whether or not it requires at any time the use of
<br />the dispute resolution procedures described above, in no event shall LAWSON suspend
<br />or terminate the provision of Services to the Customer or perform any action resulting from any dispute that
<br />prevents, impedes, or reduces in any way the provision of Services or the Customer's ability to conduct its
<br />activities, unless:
<br />(i) authority to do so is granted by the Customer or conferred by a court of
<br />competent jurisdiction; or
<br />(ii) the Project Term of this Agreement has been terminated; or
<br />(iii) Customer and Lawson are unable to agree on a mutually approved project plan
<br />(iv) the parties have participated in good faith negotiations to resolve the dispute pursuant to the Dispute
<br />Resolution process set forth in the Customer Agreement;
<br />(v) or Customer has failed to pay LAWSON undisputed invoices that are past due in excess of fifteen (15) days
<br />after receiving notice from LAWSON of such delinquency. In the event that Customer fails to make such full
<br />payment within said 15-day period, LAWSON shall grant to Customer an additional 15
<br />days to render full payment provided that Customer requests such additional 15 days. Notwithstanding the
<br />foregoing, Lawson may suspend the performance of Services if the City fails to perform their tasks or complete
<br />their deliverables as described in this SOW until such time as those tasks or deliverables are completed by the
<br />City.
<br />The following Section shall be added to the Agreement as Section 25:
<br />No waiver by either party of any breach or violation of any covenant, term, condition, or provision of this
<br />Agreement or of the provisions of any ordinance or law, shall be construed to waive any other term, covenant,
<br />condition, provisions, ordinance or law, or of any subsequent breach or violation of the same.
<br />The acceptance by either party of any fee or other money which may become due hereunder will not be deemed
<br />to be a waiver of any proceeding breach or violation by the other party of any term, covenant, condition or
<br />provision of this Agreement or of any applicable law or ordinance.
<br />The following Section shall be added to the Agreement as Section 26:
<br />26. Non - appropriation. If Customer should not appropriate or otherwise make available funds sufficient to
<br />purchase, lease, operate or maintain the products set forth in this Agreement, or other means of performing the
<br />same functions of such products, Customer may unilaterally terminate this Agreement only upon thirty (30) days
<br />written notice to Lawson. Upon termination, Customer shall remit payment for all products and services
<br />delivered to Customer and all expenses incurred by Lawson prior to Lawson's receipt of the termination notice.
<br />The following Section shall be added to the Agreement as Section 27:
<br />27.1 Termination for Cause
<br />27.1.1 Termination for Cause by Customer. Customer may, subject to the douse titled "Force Majeure," by
<br />written notice of default to Lawson, terminate the Agreement, a Services Order Form or Statement of Work
<br />in whole or in part if LAWSON fails to:
<br />(i) Maintain the staffing levels as outlined in the Statement of Work, deliver the Service Deliverables or to
<br />perform the Services within the time specified in the Agreement or any amendment thereto;
<br />(ii) Make progress, so that the lack of progress endangers performance of this Agreement; or
<br />Santa Ana License Add 08 Feb2008final.doc Page 5 of 8
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