INFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2 - 2008

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lani,uage is Lawson would require the same penalties ifthe City was found to delay or non - complete a task. Thus, the relationship between both organizations would be strained and not promote a strong partnership. 5) New Services. The contract will provide the City with the ability to procure "New Services" (i.e., out -of -scope services) from the contractor at a rate not -to- exceed the negotiated blended hourly rate for the in -scope services. The City will be able to procure said New Services during the project period plus an additional 24 months afterwards. Lawson Response: Supplemental services will be provided to the City on a time and materials basis. Lawson agree to provide supplemental services at the rate provided in the cost schedule tirr '4 months from the date of execution of the Aijeement. 6) Key Personnel. The City requires assurances as to the consistency and quality of contractor staffing for its project. Key points of the City's key personnel provision include: A. The City shall have the ability to interview and approve key personnel proposed by contractor. Lawson and S &S Response: Lawson agrees to this request with the Understanding that Both parties will agree on criteria for acceptance prior to candidate interviews. B. The City shall have the right to unilaterally dismiss key personnel from the project. Lawson and S &S Response: Lawson understands and agrees with the City that the need to have a cohesive project team is essential to our mutual success. We also understand the need to deliver a project on time arid budget. Lawson requests this provision be amended to provide for due process based upon our agreed upon issue resolution and escalation procedures prior to the dismissal of any staff, both on the City team or the Lawson team. C. Contractor key personnel may not be removed from project without the City approval. Lawson and S &S Response: Lawson understands the City's concern regarding project continuity. We will make every effort to comply with this request, however some Situations may prevent us from doing so. These include, but are not limited to, terminations (due to code conduct violations and other 1IR- related issues), staff resignations, illness, family emergencies, and other personnel matters beyond our control. Lawson requests this provision to be reciprocal by berth parties. D. Contractor must replace any departed key personnel with a temporary replacement within 48 hours. Lawson and S &S Response: Lawson will use commercially reasonable efforts to replace key personnel so as not to affect the project timeline. We would also assume the City will make a similar effort if it incurs staff turnover. however, as noted above, sudden and unforeseen issues that may require replacement of project staff frrr both the City and Lawson may require more than 48 hours for resolution. Lawson recommends we discuss this issue further to come to a resolution that will be acceptable by both parties. E. Contractor must provide a no- charge ramp -up period for any replacement key personnel. This ramp - up period shall be equal to 80 hours for a replacement project manager and 40 hours for all other key personnel positions. Lawson and S &S Response: I -awson understands that the project timeline is important and that the team not loses momentum due to strtf turnover. Should a replacement staff from either Lawson or the City arrive at the City while the current staff member is still engaged employed at the City, there should be no charge for a "ramp up" period for either party. In the event that the replacement staff arrives Ibllowing the departure of key personnel, Lawson will agree to a ramp up period, providing the City will agree to a reciprocal arrangement. The ramp up period would vary based on project state as well as on project role. Therefore, each situation would need to be assessed within this context as it Lawson Software — Confidential 62