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LAWS%)N <br />Payments for the Not -to- Exceed Services will be made in accordance with Milestone Payment schedule in <br />Section 5.5 below. Lawson will invoice the City for deliverables -based Payment Milestones once all <br />deliverables that constitute a payment milestone are completed and accepted by the City. The order of <br />precedence of the payment milestones will be finalized in the agreed upon Project Plan. The order of <br />precedence of the milestones in Section 5.5 has no project impact. <br />Lawson will invoice the City on a Milestone basis, meaning invoices will be sent to the City upon the completion <br />of specified Payment Milestones as per the acceptance procedure specified in Section 5.7- Deliverable <br />Acceptance of this SOW. The Milestones subject to payment are set forth in Section 5.5 of this SOW. Lawson <br />Personnel and its authorized subcontractors will maintain a log of time worked in a manner sufficient to <br />preserve an accurate record of hours of Services performed. Each invoice will include an invoice number and <br />indicate the time period, hours expended and Payment Milestone(s) covered by the invoice. Other Expense <br />invoices will be submitted monthly to the City and are not subject to the Payment Milestones or any retainage. <br />The City will pay invoiced amounts that are not the subject of a good faith dispute within thirty (30) days of <br />invoice date. <br />If a Milestone is not completed due to the sole fault of Lawson, then the City does not have to pay for the <br />Services related to such Milestone until such Milestone has been completed and accepted in accordance with <br />the Acceptance provisions contained herein. <br />If a Milestone is not completed due to the sole fault of the City, then the City must pay for the Services related to <br />such Milestone and will be invoiced as of the date Lawson completes the Milestone. <br />Should a milestone not be completed in accordance with the Milestone Payment Schedule due to delay or fault <br />of both parties, or due to a force majeure event, the Client Project Manager and Lawson Project Manager will <br />(1) create a mutually acceptable plan to help get the project on schedule, and (2) extend the Milestone schedule <br />by an appropriate amount to account for the delay. <br />5.5 Payment Milestones. <br />Lawson Payment Milestones <br />Milestone # <br />Description <br />Planning <br />1 <br />Milestone - Project Initiation and Planning - Financials /Procurement <br />2 <br />Milestone- Project Initiation and Planning- HR/Payroll <br />3 <br />Milestone — Software Installation completed -core products <br />4 <br />Milestone — Software Installation completed -1-131 <br />5 <br />Milestone — Software Installation completed- Budgeting&Planning <br />6 <br />Milestone — Software Installation completed - Sourcing /Landmark <br />7 <br />Milestone — Software Installation completed -e- Recruiting <br />8 <br />Milestone — Software Installation completed -EAM -Work Order <br />SOW- SantaAna- 12Feb08 vFinal_v2.doc Confidential 14 <br />