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A-2008-037-03 <br />LAWSON <br />Lawson Software July 12, 2010 <br />380 Saint Peter Street <br />Saint Paul. MN 55102-1302 <br />Phone: 651-767-7000 <br />www.lawson.com <br />Project Closure Agreement <br />1. Parties <br />Lawson Software Americas, Inc., formerly known as Lawson Software, Inc., 380 St. Peter Street, <br />Saint Paul, MN 55102 ("Lawson") and City of Santa Ana, 20 City Center Plaza, 81h Floor, Santa <br />Ana, CA, 92701 ("CoSA"), each also referred to as the "Party" or together as the "Parties". <br />2. Description of the Project <br />The Parties entered into a Lawson Software Customer Agreement and Lawson Product Order <br />Form agreement (the "Agreement") which was signed by CoSA on March 3, 2008, to implement <br />an Enterprise Resource Planning system as set forth in the Lawson Professional Services <br />Statement of Work for the City of Santa Ana, signed by Lawson on February 28, 2008, (the <br />"Project"). <br />3. Deliverables Status <br />The parties agree that Lawson has fulfilled all professional service deliverables for the Project. <br />However, Lawson has agreed to provide year-end professional services for the Financial <br />Management Suite, as set forth in Paragraph 5, below. <br />4. Purpose of this Project Closure Agreement <br />The purpose of this Project Closure Agreement is to come to closure and mutual release <br />regarding Lawson's implementation services. . <br />5. Remuneration <br />CoSA agrees to pay to Lawson the amount it currently owes (i.e., CoSA's Accounts Receivable <br />balance is $353,658.86) together with the attached Final Project Retainage invoice #1 T <br />00144076 for $291,351.16 (attached as Exhibit A) within ten (10) business days of the signing of <br />this Project Closure Agreement. The total payment due to Lawson is $645,010.02. <br />For clarity purposes, with the payment of the amounts identified above, Lawson confirms that it <br />has issued all invoices for the Project and that no additional invoices will be issued by Lawson for <br />the Project. <br />Further, Lawson agrees to provide CoSA with 240 hours of Lawson Professional Services at no <br />charge to CoSA ("No Charge Hours"). These No Charge Hours can be used at CoSA's <br />discretion for Lawson technical or application consulting. There are no deliverables due as a <br />result of the use of these No Charge Hours. If any of the No Charges Hours are provided to <br />CoSA on-site, CoSA agrees to pay the associated travel expenses for these on-site No Charge <br />Hours. These No Charge Hours expire on December 31, 2010; after December 31, 2010 any <br />unused No Charge Hours expire and have no cash value. <br />Lastly, in addition to the No Charge Hours identified above, Lawson agrees to provide CoSA an <br />additional 60 hours of Lawson Professional Services on a no charge basis which will be provided <br />only to assist CoSA with their Financial Year End process ("Year-End No Charge Hours"). <br />Lawson agrees to pay the associated travel expenses for these Year-End No Charge Hours. <br />These Year-End No Charge Hours will expire on August 31, 2010; after August 31, 2010 any <br />unused Year-End No Charge Hours expire and have no cash value. <br />Discussions and documentation subject to Federal Rule 408.