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for those Products, subject to the time periods and limitations described in Section 16 below. For the Products. <br />the Product Warranty, Maintenance or the Maintenance Warranty, whether in contract or tort, will be limited to <br />actual direct money damages in an amount no! to exceed: ( 1 ) th-, 1- censc tees paid by Customer to Lawson 1«r <br />the Products subject to the damage claim if l'ustonner notitles LavNson of the �lainn within cane vear ailer the <br />d,ite of the earliest Order Form fen• those Products or (2) the most recent annual Maintenance ices paid by <br />Customer to Lavrson for the Products subject to the damage claim if Customer notifies Lawson of the claim <br />more than one year ater the (Mite of the earliest Order Form for those Products subject to the damage claim. <br />2) Acceptance. For purposes of acceptance of the system (or portions thereof), the City intends to use a two - staged <br />acceptance procedure. Key points include: <br />A. "Conditional Acceptance" will essentially occur at go -live. <br />Lawson and S &S Response: Lawson implementation methodology provides for an extensive System Test <br />Prior to go live. The System Test is generally begins 45 -60 days prior to system deployment into production. <br />The System Test is a significant project milestone that will require the City's active participation and sign -off <br />Prior to deployment into production. A Readiness Assessment is completed following the System Test that <br />will also require the City's active participation and sign -off prior to system deployment into production. <br />Finally, a Cutover Plan is developed that requires the City's active participation and approval prior to system <br />deployment into production. This series of testing, planting and approvals are intended to provide both the <br />City and Lawson with the assurance that system deployment will be successful. These tasks all occur during <br />this period. <br />B. The City will have a 60 -day period after Conditional Acceptance to "Live Test" the system. <br />Lawson and S &S Response: Lawson conducts its post live support as both "event driven" as well as "punch <br />list driven" as a means of resolving any outstanding issues. Lawson will request Final Acceptance by the City <br />upon final resolution of the `punch list ". Lawson's post live support provides for a 4 -week production support <br />period daring this time frame which you call "live test ". The support plan calls for resources for each <br />discipline either on -site or remote during this period. As this support is both "punch list" and "event" driven <br />the final support schedule will be determined during the transition phase of the project or applicable phase. <br />C. If after the Live Testing, the system performs in accordance with the system specifications (including the <br />design document and functional requirements); the City will issue "Final Acceptance." The 60 -day time frame <br />for final acceptance restarts if problems are found in the live test. Specifically, the City expects to document <br />the date the problem is found and the date it is certified as fixed, and that the clock would restart on the date <br />the problem is certified as fixed. <br />Lawson and S &S Response: We are open to negotiating= an acceptance schedule. <br />3) Retention. The City will withhold 15% of each payment. Retention will be released at Final Acceptance of the <br />entire Enterprise System. <br />t,awson and S &S Response: We are willing to comply with this requirement as it pertains to implementation <br />services. For our accounting purposes, we prefer and recommend that the retention not be assigned to each <br />milestone, but rather as the final milestone payment to be invoiced at final system acceptance. <br />4) Penalties for Non - Completion of Deliverables. The contract will provide for penalties for the failure to produce <br />deliverables described below in a timely fashion. Key points include: <br />A. The Project Plan must be delivered within 30 days of contract signing. <br />B. The Design Document must be delivered within 90 days of contract signing. <br />C. The go -live dates described in the Project Plan must be met. <br />D. Failure to achieve any of the above will result in penalties of $5,000 per day until the deliverable is <br />achieved. <br />Lawson and S &S Response: Lawson cannot a,ree to penalties. Creating the documents and meeting the dates <br />listed above is a joint effort between Lawson and the City as partners in the implementation. The challenge in this <br />Lawson Software — Confidential 61 <br />