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Home My WebLink AboutINFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2CA-2008-037-03 LAWSON Lawson Software July 12, 2010 380 Saint Peter Street Saint Paul. MN 55102-1302 Phone: 651-767-7000 www.lawson.com Project Closure Agreement 1. Parties Lawson Software Americas, Inc., formerly known as Lawson Software, Inc., 380 St. Peter Street, Saint Paul, MN 55102 ("Lawson") and City of Santa Ana, 20 City Center Plaza, 81h Floor, Santa Ana, CA, 92701 ("CoSA"), each also referred to as the "Party" or together as the "Parties". 2. Description of the Project The Parties entered into a Lawson Software Customer Agreement and Lawson Product Order Form agreement (the "Agreement") which was signed by CoSA on March 3, 2008, to implement an Enterprise Resource Planning system as set forth in the Lawson Professional Services Statement of Work for the City of Santa Ana, signed by Lawson on February 28, 2008, (the "Project"). 3. Deliverables Status The parties agree that Lawson has fulfilled all professional service deliverables for the Project. However, Lawson has agreed to provide year-end professional services for the Financial Management Suite, as set forth in Paragraph 5, below. 4. Purpose of this Project Closure Agreement The purpose of this Project Closure Agreement is to come to closure and mutual release regarding Lawson's implementation services. . 5. Remuneration CoSA agrees to pay to Lawson the amount it currently owes (i.e., CoSA's Accounts Receivable balance is $353,658.86) together with the attached Final Project Retainage invoice #1 T 00144076 for $291,351.16 (attached as Exhibit A) within ten (10) business days of the signing of this Project Closure Agreement. The total payment due to Lawson is $645,010.02. For clarity purposes, with the payment of the amounts identified above, Lawson confirms that it has issued all invoices for the Project and that no additional invoices will be issued by Lawson for the Project. Further, Lawson agrees to provide CoSA with 240 hours of Lawson Professional Services at no charge to CoSA ("No Charge Hours"). These No Charge Hours can be used at CoSA's discretion for Lawson technical or application consulting. There are no deliverables due as a result of the use of these No Charge Hours. If any of the No Charges Hours are provided to CoSA on-site, CoSA agrees to pay the associated travel expenses for these on-site No Charge Hours. These No Charge Hours expire on December 31, 2010; after December 31, 2010 any unused No Charge Hours expire and have no cash value. Lastly, in addition to the No Charge Hours identified above, Lawson agrees to provide CoSA an additional 60 hours of Lawson Professional Services on a no charge basis which will be provided only to assist CoSA with their Financial Year End process ("Year-End No Charge Hours"). Lawson agrees to pay the associated travel expenses for these Year-End No Charge Hours. These Year-End No Charge Hours will expire on August 31, 2010; after August 31, 2010 any unused Year-End No Charge Hours expire and have no cash value. Discussions and documentation subject to Federal Rule 408. City of Santa Ana Project Closure Agreement July 12, 2010 Page 2 6. Mutual Release and Good Standing The Parties agree that, (i) Lawson has delivered all required service Deliverables associated with the Project and (ii) the Project will be considered officially closed when the No Charge Hours have been used by CoSA or December 31, 2010, whichever is earlier. For purposes of clarity, the agreement to the release contained in this Section 6 does not amend the warranty provisions and obligations of Lawson included in the Agreements, Each Party waives any potential further outstanding present or future claims against the other Party regarding the implementation of the Project. The Parties agree not to discredit the business, products, or services of the other Party. 7. Prior communication This Project Closure Agreement supersedes all prior communication between the Parties regarding the subject matter of this Project Closure Agreement. However, the Agreement shad remain in force. Any amendments or additions to this Project Closure Agreement shall be made in writing. 8. Signature This Project Closure Agreement may be signed and returned by fax to 651-767-5695 within ten (10) business days and will be effective as of CoSA's signature below. Lawson Software Americas, Inc.: (au on sig ature) City of Santa Ana: (authorized signature) Pamela J.S. Houlihan Global Director, Urgent Response Services r-7 .21ia (Date) David N. Ream City Manager -f l 1 'Y 1 to (Date) ATTEST: 42244t,w- . ? Maria D. Huizar, Clerk of th ouncil RECOMMENDED F R APPROVAL: Francisco Guiterrez Executive Director - FMSA APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: , La heedy, Assistant City orney Discussions and documentation subject to Federal Rule 408. EXHIBIT A p n p py SAU nrr 380 St. Peter Street St Paul, MN 55102-1302 Phone: 651-767-7000 Fax: 651-767-4923 htip://www.lawson.com EIN. 41-1251159 BILL TO: CUSTOMER N: 2149 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA CA 92702 United States of America ATTN: BRUCE FRUCHTER INVOICE DATE INVOICE # 07/01/10 IT 00144076 DUE DATE TERMS 07/31/10 NET DUE 30 DAYS P.O. NUMBER: Agml A-2008-037 PROJECT: 18263 City of Santa Ana-3 Suites RESOURCE DESCRIPTION P.O. NUMBER DATE HOURS RATE AMOUNT Re(anage Romeo Cay of Sanle Ana3 Swa 07A1110 79'.351 10 Tma- Rema-, Rew-gv on Lae son frea:ef Uvovgh June 30, 2010 5441,351 1E less 11500W W Tout exeo 5211,351 16 PLEASE PAY THIS AMOUNT: USD 291,351.16 REMIT TO: LAWSON SOFTWARE AMERICAS - USD C/O CITIBANK P.O. BOX 2395 Carol Stream IL 60132-2395 Page 1 of 1 AR CREDIT ANALYST: Email: Lynne.Clements@US.Lawson.com Phone: Ext: 651-767-6297 46297 v-5110U J I N f C3 R" July 26, 20 t' Accounts Payable Citv Of Santa Ana 2U Civic Center Plaza Santa Ana, CA 02702 Re: Notice of Merger from Lawson Software Americas, Inc. into Lawson Software, Inc., Notice of Name Chan-re from Lawson Software, Inc. to Infor (US), Inc., and Remittance Address Change Notice and Remittance Instructions Dear Valued Customer, Effective December 31, 2011, Lawson Software Americas, Inc., a Delaware corporation, mer-ed with Lawson Software, Inc., a Delaware corporation. As a result of this merger, Lawson Sof varz, Inc. was the successor corporation to Lawson Soft mre Americas, Inc. Effective as of July 1, 2012, Lawson Software, Inc. changed its name to Infor (US), Inc. ("In.for°). Please accept this letter as notice of Lawson's name change to hifor and the other changes noted above, and update your records accordingly with the following contact and payment information referenced below. There will be no interruption in operations as a result of this name- chance, and Infor will continue- to perform all of its obligations under any agreement that it may have with you. For your reference and to facilitate payment(s) to Infor (US), Inc., visit www.infor.com!LawsonUS/ for tints to the following: • Infor (US), Inc. Remittance Address Change Notice and Remittance Instructions • Infor (US), inc. IRS form W-9 for your records • lnfor (US), Inc. sales tax Certificate of Exemption instructions • Certificate of Merger of Lawson Software Americas, Inc., a Delaware corporation, %N ith and into Lawson Sofri«re, Inc., a Delaware corporation • Certificate of Name Change from Lawson So, ftr;are, Inc. to In for (US), Inc. If tr3u have any questions regarding these chan,cs, please do not hesitate to contact the following: • Re=arding the merger and-tor name chan°e: fatty Elias, Associate General Counsel, Patricia. Eliasi'iNrlfor.com, phone: 651-767-4866. • Regarding, remittance address change notice or remittance instructions: Infor Cash Applications Department at 678-317-5000 or Cash.Aoptications(ii infar.com. tiin.:.rely. Int")r Le,!al. Finance, and Tax Departments ^.- 31 C.a Li 4 100, iarh,32tld. G--" TA ?-J'. G, 3•:I r 1(i, 7?.1 I) °.)t;?1 F., - ?° !