HomeMy WebLinkAbout25D - AGMT - FINANCIAL SYSTEM SERVICESREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
April 15, 2014
TITLE:
AGREEMENT RENEWAL WITH INFOR (US)
INC FOR FINANCIAL SYSTEM
MAINTENANCE, SERVICES, AND
SOFTWARE ( (A 4-4 A- 2008 -037)
f l../ f
CITY MANAGER
f7Xeii-ir, l-IT, 1 z1114�7T�Li7►I
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s` Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize renewal of agreement no. A- 2008 -037 with Infor (US) Inc., formerly Lawson Software
Americas, Inc. for maintenance, service, and software for the Lawson financial system in an amount
not to exceed $200,000 annually for a three year period, subject to non - substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
On March 3, 2008, the City Council approved an agreement with Lawson Software Americas, Inc. to
purchase the Lawson financial system. The system went live in September 2009 and replaced a
legacy mainframe system that was over 20 years old, no longer supported, and was not meeting the
City's financial requirements. The Lawson system is an enterprise system used by all City
departments to process, track, and report on the City's financial information and transactions. Key
functions include general ledger, grant management, projects and activities, accounts payable, cash
management, billing, accounts receivable, asset management, requisitions, purchase orders,
inventory, business intelligence and reporting.
The agreement provides for an annual software maintenance and support plan that entitles the City to
receive software updates and technical support services. In addition, staff is requesting funding for
additional Lawson professional services and software licenses required to maintain, optimize, and
improve the system and City processes to maximize staff efficiency. Lawson Software Americas, Inc.
was acquired by Infor (US) Inc. in 2011.
FISCAL IMPACT
Funds are available in the Finance Management Lawson Contract Services account (accounting unit -
account no. 10910141 - 62300).
Francisco Gutier
Executive Director (
Finance and Management Services Agency l6
Exhibit: 1. Excerpt of Agreement A- 2008 -037, 2. Services Work Order
2513-1
25D -2
UCUa
�tlC.::XPIRES
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°'T � `LAWSON
IttgMvitt
A- 2008 -037
LAWSON SOFTWARE CUSTOMER AGREEMENT
MASTER TERMS AND CONDITIONS
Customer Name:
Address:
City:
StateMp or Province/Postal Code:
Country:
City of Santa Ana
20 Civic Center Plaza, a Floor
Santa Ana
CA 92701
USA
These Lawson Software Customer Agreement Master Tema and Conditions ('Lawson Master Terms and Cmmlitions') an entered Into by each respective
Lawson Gmup company named below and in each Order Form and the customer amity named above and in each Order Form, and Is effective as of the latest
date signed below after all Parties have signed.
The entire Lawson Software Customer Agreement Includes these Lawson Master Terms and Conditions, and each Order Form, Statement of Work and other
written agreement entered into by Customer and any Lawson Group company at any time in the futua and which refers to these Lawson Master Tons and
Conditions (ccaactWely, Me'Agraarnent').
The Initial Agreement must be signed below, and may be signed in counterpart and delivered by fax, pdf or other means that displays the original or a copy of
me signatures. Any subsequent Order Form or Statement of Work may be signed and delivered in the same manner or as described In that Oder Farm or
Statement of work.
The Agreement contains the complete agreement with Customer concerning any products, software, maintenance or services provided by any Lawson Group
company.
IN WITNESS WHEREOF, the parties hereto have executed this Lawson Software Customer Agreement Master Terms and Conditions on the date set forth
below.
For LAWSON SOFTWARE AMERICAS, INC. CITY OF S T A
t/
( rued dat e) DAVID N. REAM
City Manager
inn J , M(�e 1�JH (/ MAR 3 2008
lPrinfeA Namel
(I nle)
'qx) �oo
(Date)
Cuslomer Master T &Cs — North An�eriva
Revised 2007 August 13
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
Laura Sheerly
Assistant City Attorney
25D -3
Faye 1 of C
Customer Master T &C's -No qtt Amenef Paye 2 of C
Revised 2007A ugust 14
25D -4
Lawson Software Costumer Agreement Master Torras and Conditions
The following
Lawson Master Terms and Conditions supplement and govern
1,23
'Nor ProdrWa' owns new smware and doamantaflon that
each Order Fenn, Statement of Work and other written agreement entered
Lawson Group elects to make generally available to customers
Into at
any time by Customer and any Lawson Group company at any time on
separate from other products and which contain new application
or after the effective date of these Lawson Master Terms and Conditions:
software or technology,
I .
Definitions. The following defined terms are In addition to the
1.24
"Omhr Font roans a Product Order Fom (- POP"), a Services
definitions contained In each applicable Order Form or Statement
Order Form (7SOF'), Statement of Work or other order form entered
of Work:
Into by Lawson and the applicable Specified Customer at any time
1.1
"Agroonurt' n "Lawson Software Customer Agreement" means
and retardng to these Lawson Master Terms and Conditions. Each
Order Farm pertains only to the Specified Customer Identified in that
these Lawson Software Customer Agreement Master Terms and
Order Farm.
Conditions and each Order Form, Statement of Work and other
written agreement entered into by Customer and any Lawson
125
'Party maam Lrmon or Cuslonur, and 'Parties' means Lawson
Group company at any time In the future and which refers to these
and Customer.
Lawson Master Terms and Conditions.
1.26
'Product trans the Sohmser and Documentation.
1.2
'Cure Pedod' means the period of time after notice from Customx,
1.27
'Product Worroay in opened for Section 7.1 below.
reasonably required for Lawson to cure a breach in accordance
with Laments then current standard Maintenance or Services
128
'Reieu Mn e' momma the * of a Lawson- Mainlined Product after it
Practices.
has been made generally available by Lawson.
1,3
'Cuatomer collectively means the customer entity that has signed
129
"$xNo moons hearing' Implemntatim, coneuNrig, Service
theft Lawson Master Terms end Conditions and each Spsgned
Delivembles, subscription or other services provided by Lawson
under the Agreement, excluding Maintenance and any Limited
Customer (If different) Identified in each respective Order Form or
Offering (unless otherwise slated In an Order Form).
1.4
Statement of Work.
'DOamerdalion" moons al help screens, or other docxmMatin
c ne
1.30
" Servics Delves' moans any tool, luring materials x other non -
Product Rem described in the applicable Order Form or Statement of
describing the operation of the Software described Order
Form, which are delivered (in printed or electronic (am) with the
Wok u • 'SeMw Dt far la the Specified
Software by Lawson or a Third Party, any subsequent updates and
Order Form Staten
Customer identified In that Order Form or Statement of Work.
new Releases of that documentation provided to the Specified
1.31
"Services Womanly is defined in$actlon 7.2 below.
Customer listed In that Order Form by Lawson under Maintenance
1.32
'Safiwafe' means 11% Software and manta described In a POP (In
or by a Third Party, and any copies of that documentation.
source code and /or object code as specified In a POF), any repairs,
Documentation excludes all advertising, marketing materials,
replacements, upgrades, updates, enhancements and crew Releases
requests for proposal, proposals, demonstration materiels and
provided by Lawson to Customer under applicable Maintenance for
other promo0onal Information.
that same Software or provided by a Third Party to Customer, and
1.5
"Escrow Agreement" means the separate escrow, agreement, if
any copies of that code, excluding any Limllod Offering software that
any, entered into by the escrow agent appointed by Lawson.
is IMed in n Order Font as not being a - Product:
1.6
"Extended Malnlnarim' is defined in Section 4.2(b) below.
1.33
'Specified Cusucrur moons the customer identified In an Order
1.7
"Initial Maintenance Period" moons the Initial period of Maintnance
Form or Statement of Work and which Is ether (a) the same
specified In an applicable Order Form.
customer entity that signed these Lawson Master Terms and
Conditions or (b) a customer which Is affiliated with the customer
1.8
"IMeledual Property RAMS' means el copyrights, patent rights,
entity that signed these Lawson Master Tens and Conditions.
confidentiality rights, lretle secret rights and trademark rights now
known or created In the future.
1.34
"Statement of Work' or'SOW means ore portion of the Agm~
that describes the Services to be performed by Lawson for the
1.9
"Lawson' moons each mpagw Lawson Group company that has
Specified Customer Identified in that Statement of Work and that
entered Into the Agreement with Customer,
describes one or more of f the following: the main responsibilities of
110
"Leman Cornpothor means a developer, licensor or provider of
the parties, estimated time schedule for completion of project, project
software or services that directly competes with the then current
scope and organimlion, change order process, and other project
Products or Services provided by Lawson Group.
requirements.
111
"Lawson Documentation' moons the Documentation for the
1.35
'Support OPxMlxu Handbook' means the Lawson- prepared
Lawson Products.
document that describes the respective types and levels of
1.12
'Lawson Group" means Lwsm Software, Inc. and each of he
maintenance and support available for purchase by the applicable
Specified
Specified Customer for the Lawson- Malmoned Products, as
direct and Indirect subsidiaries,
by Lawson from time to time.
1.13
"Leman Partner tens each 6" that is then currently
1.36
"faxes' morns my vWle- added, sales, use, excise, gouda and
appointed as a'Lawan Partner by any Lwsm Group company.
services, withholding taxes, duties or other taxes, Interest and
1.14
" Lwson- Maintained Products' moons the nmodfied Products or
penalties that are levied or assessed by a governmental authority
Limited Offering that am specified as "LMP" in an applicable Order
because of the Agreement, excluding: (a) taxes for which Customer
Form while eligible for Maintenance under Section 4 below.
provides Lawson a valid tax exemption or resale certificate, (b) taxes
1.15
"Loran Product' moons each Product described in an Order
based on Lamm Group's net Income and (c) Interest and penalties
Form, excluding Third Party Products.
caused by Lawson Group and not Customer.
1.16
"License" is deflrud in Section 2 below.
1.37
"Third Poly nuam Bic applicable owner or supplier of a Third Party
Product
1.17
"License Tam- moots • perpetual period of time, unless a shorter
term is specified in the applicable Order Form or the License is
1.38
'rhi Party Product' mom eah Product owned by a third party
terminated pursuant to the Agreement.
and designaled u a separate "Third Party Product In a POP and
1.18
'Limited Offering' means allware, maintenance and /or services
delivered to the applicable Specified Customer under the
Agreement, excluding third party Products that are designated In that
that are designated es 'LO' in an Order Fom. An Order Fan may
Y
as Bmmedetl or Included with a Product that is proprietary to
y to
exclude a Limited Offering from the definition of a Product,
Le
Lawson.
Maintenance snorer Service under the A9reemeM.
1.39
"User means employes of the applicable Specified Customer or
1.19
"Mainelrexn MalMenanco' la defied In Section 4.2(a) below.
other natural persons who are authorind by that Specified Customer
1.20
"Maintanarrce' mans the mainlenarrm and UPI services
to use the Products, Services Deliverables and Limited Offerings for
described in Section 4 below and In the then current Support
the internal business of that Specified Customer, subject to the
Operations Handbook and purchased for the Lawson- Maimalned
Agreement
Products listed In an Order Form by the Specified Customer listed
In that Order Farm, excluding any Limited Offering maintenance or
2
License Granted. Subject to the Agreement, when a Lawson Group
support that is Isud in an Order corns m not being - MaiMmenae.-
company and a Specified Customer sign an Order Form, that
1.21
-Mainlnoroo Psfbd' rmns: (a) the Initial Maintenance Period or
Lawson Group company hereby germs to only the Specified
Customer Identified In that Order Form, throughout the License
(b) any renewal period of Maintenance under Section 5 below or
Term, a nontransfe abae and non - exclusive license to that Specified
under the applicable Order Fortin.
Customer to use and allow that Specified Customers Users to use
1.22
'Maimium Use Designations" mans the user ImBallon defined
the respective Products, Service Deliverables; and Limited Offerings
and shown In the Order Form applicable to the Products, Services
Identified in that Order Form for up to the Maximum Use
or Service Deliverables.
Designations Identified in that Order Form and only for the internal
business of that Specified Customer ('Lawn').
Customer Master T &C's -No qtt Amenef Paye 2 of C
Revised 2007A ugust 14
25D -4
25D -5
Lawson 50,irru Custornni Agreement Mmerar Tenha aria Conditions
2.1
Installation and Use.
2.5
Restrictions.
2.1.1
Unless otherwise authorized by Lawson In writing, only the
2.5.1
The Specified Customer Identified in an Order Form may not
applicable Specified Customer, Lawson Group or a Lawson Partner
transfer, rent, lease, redistribute or re- license the Products or
retained by that Specified Customer, may Install or host the
Service Deliverables or use the Products or Service Deliverables
Products, upgrades, enhancements and new Releases of the
listed in that Order Form to provide data processing, outsourdng,
Products, Service Deliverables and Specified Customer
service bureau, hosting services or (mining to third parties. Customer
modifications of the Lawson Products and Service Deliverebles
will not disassemble, decompile, decode or reverse engineer the
listed In the Order Forte identifying that Specified Customer.
Software, except as expressly permitted by applicable law.
2.1.2
The Specified Customer Identified in an Order Form or Statement
2.52
Only employees of Customer may attend Lawson Gaining.
of Work may use the Products and Services Deliverables listed in
2,5,3
Customer shell not directly or indirectly export the Products or
that Order Form or Statement of Work only in accordance with the
Service Deliverebles from the country of Initial delivery by Lawson
Documentation.
without the prior written authorization of Lawson and compliance with
2.1.3
Customer must obtain applicable Third Party approval before
applicable laws and regulations.
granting a Lawson Partner or third party permission to Install, use
2 5.4
The restrictions In the Agreement concerning the use, confidentiality
o heat Third Party Products on that Lnvnnn Partners or third
and export of the Products and Service Deliverables extend to any
party's hardwars platform.
updates, upgrades, enhancements, Releases, or support materials
2.1.4
The License doss not allow a Specified Customer in
related to the Products or Service Delverebles, and provided by
Oder Form to use source erode unless the source code has been
code a been
Lawson or Its Third Parties.
delivered to that Specified Customer under either (a) that Order
2.5.5
Customer shall comply with applicable laws when using any
Form or (b) a separate Escrow Agreement entered Into by that
Products, Services, Service Deliverables or Limited Offerings.
Specified Customer. The applicable License governs the use of
any source code. The Escrow Agreement governs the use of any
2.5.6
Each Specified Customer is responsible for compliance with the
source code delivered under that Eacrow Agreement.
Agreement by each of its Users.
2.2
Software and Documentation Copies.
2.6
Country Versions. The Produces licensed to the Specified
2.2.1
The Specifietl Customer identified in an Older Form may copy the
Customer identified In an Order Form are the country version of the
Software limed in that Order Form only for backup and archival
Produces only for the country(s) listed in that Order Pon, That
purposes.
Specified Customer may, upon written request and payment of the
2.2.2
During the Maintenance Period and upon request and for a nominal
applicable fees, license other than - currently available country
versions of the Products under the then current terms and
handling charge, Lawson will provide additional copies of the
o Lawson is rot to develop software to
Lawson Products listed in an Order Form (subject to the Maximum
y r
meet any requirements of any country orJudsdletion.
meet any coup rjums is
Use Designations shown in that Order Form) to the Specified
Customer Identified In that Order Farm.
2.7
Verifications.
2.2.3
Customer may copy the Lawson Documentation and Service
2.7.1
If requested by Lawson. Customer will Inform Lawson each calendar
year of the countries where the licensed Products ere located and
Deliverables only for use with the applicable Software under the
used.
License.
2.2.4
Customer may not copy Documentation for Third Party Products
2'7'2
The Maximum Use Designations for each Product licensed under the
unless permitted by the applicable Third Party.
Agreement are am out In the applicable Order Form
2.2.5
Customer mum retain and Include on each copy of the Products
2'7'3
Customer acknowledges that some Products may contain software
that will monitor the actual users and prohibft unauthorized use ofthe
and Service Deliverables, all titles, trademarks, and copyright and
Software.
restricted rights notices and Customer will document the number of
copies.
2.7.4
After reasonable notice and request (and no more than once per
2.3
Third Party Produces Sublicensed by Lawson.
calendar year): (a) the Specified Customer Identified in an Order
2.31
Third Party Products subloensed by Lawson may be used only
Form will provide Lawson a verification of that Specified Customers
compliance with the Maximum Use Designations listed In that Order
with the Products and the operating system /tlalabese shown in the
Form and (b) Lawson, its Third Parties or their representatives may
applicable Order Form.
Inspect the location where the Products listed in that Order Form are
2.3.2
Customer is responsible for licensing and paying for additional third
installed to verify compliance with the Agreement, provided the
party products that may be required for use of upgrades,
Inspection is during normal business hours, complies with that
enhancements or new Releases of the Lawson - Maintained
Specified Customers confidentiality and security policies, and does
Products.
not unreasonably interfere with that Specified Customers bush l
2.3.3
It the reseller agreement terminates between Lawson and a Third
2.7.5
The Specified Customer will promptly: (a) notify Lawson K K
Party for any Third Party Products listed in an Order Fan: (a) the
becomes aware that K has exceeded the Maximum Use
Specified Customer Identified in that Order Fan may continua to
Designations listed In an Order Form for that Specified Customer
use those Third Party Products under the License for the License
and (b) pay Lawson the then current list price for those additional
Term and (b) that Third Party will continue to be a third party
Maximum Use Designations plus applicable Taxes,
beneficiary to the Agreement and may enforce Its rights under the
217.6
If Lawson teams that the Specified Customer has exceeded the
Agreement as the licensor of the applicable Third Party Product
Maximum Use Designations limed In an Order Form for that
sublicensed by Lawson to that Specified Customer.
Specified Customer, and that customer has not previously paid
24
Modifications and Ownership.
Lawson for that overage under Section 2,7.5 above, after notice from
2.4.1
Customer may mollify the Lawson Products and Service
Lawson that Specified Customer will promptly pay Lawson: (a) the
Deliverables only to the extant pertained under an Order Form or
then current list price for those additional Maximum Use
described in the Documentation for those Products. The Lawson
Designations plus a 25% surcharge of that amount, plus applicable
Products listed In an Order Form may be used by the Specified
Taxes and (b) the reasonable costs of conducting the verification
Customer Identified in that Order Pam or by Lawson Partners
under Section 2.7.4 If the Maximum Use Designations were
retained by that Specified Customer to develop and use (for only
exceeded by more then 5%.
the Internal business of that Specified Customer) Software
2,7,7
Customer will not be entitled to a reduction or refund of any fees
Interfaces. Subject to the License, Lawson and its Third Parties will
because the number of actual users Is less than the Maximum Use
continue to own all Intellectual Property Rights for the Products,
Designations,
Services, Service Deliverables and any modifications of the
respective Products or Service Deliverables. Unless authorized by
3.
Delivery and Installation.
separate agreement, Customer will not modify Third Party
Products.
3.1
Lawson will promptly deliver to the Specified Customer Identified in
an Order Farm one copy of the Products listed In that Order Porte,
2.4.2
The Agreement and Customer will act restrict Lawson Group's or
Title to any delivered goads passes at place of shipment (subject to
its Third Parties' Independent development, use or licensing of any
the Llconsa), unless prohibited by applicable law,
type of saftware,
3.2
Except as otherwise agreed In an Order Form, Customer Is
2.43
If an Order Form lists a Product for development and lest use only,
responsible, at Cwlcmera expanse, fair installation of the Software
the Specified Customer Identified In that Order Forth may use that
and Service Deliverables, User training, data conversion,
Product for development and testing but not for production (unless
implemematlon and other services.
that Specified Customer has licensed that Product separately for
production use).
4.
Maintenance.
4.1
During the Maintenance Period, Lawson will directly or Indirectly
Provide to the Specified Customer Identified In an Order Form
Customer
Master T &Cs — North Amm..ca
Page 3 or 5
Revised
2007 Augu a 14
25D -5
Lawson Sc hwnre Customer Agreement Master Terms and Conditions
Maintenance for the Lawson - Maintained Products listed In that
Order Form. Unless otherwise stated In that Order Form, and
based on the type and level of Maintenance purchased,
Maintenance will Include the following:
a) make available to the Specified Customer Ideri fied In that
Order Form general technical information and assistance with
problem determination, Isolation, verification and resolution
during the hours specified In the then current Support
Operations Handbook;
b) correct programming same in the Lawson -Ma ntaired Products
listed In that Order Form to comply with the Product Warranty
under Section 7.1 below and allow the Lawson- Maintalned
Products, when properly Installed and configured Of not Installed
and configured by Lawson), to operate materially and
substantially as dawHbed In the Documentation for those
Protlucts, by providing that Specified Customer a program
patch, update, new Release, or instructions for avolding the
error, as determined by Lawson; and
C) provide that Specified Customer updates and new Releases of
the some Lawson - Maintained Products listed in that Order
Form when generally made available by Lawson for Installation
and use by that Stratified Customer underthe Agreement.
New Products require a separate Order Form and are not provided as a new
Release or as part of Maintenance for other Products.
4.2 During each respective Maintenance Period, Lawson will previce
Maintenance for.
a) each Release of a Lawson- Maintalned Product for at least 36
months after general availability of that Release ('Mainstream
Malraenarecei and
of each Release of Lawson-Mentalnmed Product for at least an
additional 24 months after termination of Mainstream
Maintenance ("ExWMW MeirR n "), Extended
Maintenance Is subject to an additional Maintenance fee, and
may exclude updates.
4.3 Lawson will publish on its support webshe the scheduled
lamination date for Maintenance of each Release that has a
scheduled termination date,
4.4 Lawson will not materially degrade its Maintenance practices
during the Maintenance Period.
4.5 Customer may elect to Purchase at Customers expenses from the
applicable Third Party available support for the Third Party
Products specified In an Order Form or Support Operations
Handbook as not maintained W supported by Lawson ('No LM ").
4.6 Unless otherwise described In an applicable Order Form, Lawson
does not maintain or support Service Delivembles or Products
modified outside of Maintenance provided by Lawson.
4.7 Lawson Maintenance requires that
a) Customer uses an Internet browser with access to the World
Wide Web and an a -mall address to obtain Lawson
Maintenance;
b) only persons trained by a Lawson-certNed trainer may access
Lawson Maintenance;
c) Customer provides Lawson reasonably available information
and technical assistance;
d) he Products must be property Installed;
e) Customer complies with the Support Operations Handbook;
f)the Specified Customer for the Lawson - Maintained Products listed
in an Order Forth uses those Products only on the operating
system /database and In the technical environment shown In
that Order Form orapplicable Documentation: and
g) Customer uses the Products in accordance wish the
Documentation.
4.8 If Lawson reasonably determines that a Customer - reported
problem is (1) not caused by the Lawson- Maintalned Products, (2)
der to Customers modification of the Products or noncompliance
with the Documentation or the then current Support Operations
Handbook, o (3) der to Custortmers lack of training on the
furmtlonality or use of the Products, and Lawson Is reasonably able
to correct the problem M Customers request, toss Customer will
nimbus Lawson for ham that problem at Lawson's then
current rates,
5. Maintenance Renewal and Reinstatement.
5.1 Before each renewal date of the Maintenance Period, Lawson will
provide to the Specified Customer for the Lawson - Maintained
Products listed in an Order Form an invoke fer the Maintenance
fees for those Products for that renewal period, plus applicable
Taxes.
Customer Master T &Cs — North Anmenca
Revised 2007 August 14
5.2 After the initial Maintenance Period (unless otherwise stated In an
Order Form), Maintenance for the Lawson - Maintained Products will
automatically ran" for successive one year Maintenance Periods
so long as Lawson makes that Maintenance available to its
customer, unless the Specified Customer Identified in the Order
Form for those Products or Lawson notifies each other of son.
renewal before the renewal data
5.3 Lawson may consolidate the renewal date for Maintenance Periods
under one or mom Order Forms Into one Maintenance renewal date
each year for Customer. If Customer has prepaid Maintenance fees
as of the consolidated Maintenance renewal date, Lawson will credit
the unearned Portion of the prepaid Maintenance fees as part of the
mnewal Maintenance fees due on the next consolidated
Maintenance renewal date.
5.4 If Maintenance has terminated and Customer and Lawson desire to
reinstate Maintenance, Lawson will promptly reinstate available
Maintenance g Customer pays Lawson: (a) all outstanding Invokes,
(b) the Maintenance fees for the next Maintenance Period, and 0) a
'Rainstetsment Fee' squat to 2% of the then current list price for the
Lawson - Maintained Products for each month not under
Maintenance.
6. Services.
6.1 Except as otherwise agreed in an applicable Order Farm, all
Servirws will be an a lima and mMwWs teals at Lawson's then
current rata (ths %wvices Fees') plus apptici Texas, payable
within 30 days after Invoke dale.
6.2 The Services will be performed In the manner and under the terns
described In the relevant Statement(s) of Work,
6.3 Lawson will select the personnel and provide the Services directly or
through a subcontractor, and may reassign personnel if
reassignment does not materially Impede the performance or
schedule of Services.
6.4 Except as otherwise agreed in an applicable Order Form, the
Specified Customer Identified In an Order Form will reimburse
Lawson for reasonable travel and oubof- pocket expenses Incurred
when rendering on-she Services, Maintenance or Product Warranty
services for any Products listed in that Order Form.
6.5 Customer may elect to purchase installation, implementation and
other available Services directly from Lawson or a Lawson Partner.
7, Warranties,
7.1 Product Warranty. At the time of delivery of the Products listed in an
Order Forth, Lawson warrants that Ohs 'Product Weasel
7.1.1 Media. The media for those Products as provided by Lawson will be
free of defects;
7.1.2 Viruses. Before delivery of those Products by Lawson, Lawson will
have used up- to-date, commercially available virus scanning and
cleaning, and will not have, based on the results of that scanning
and cleaning, delivered to the Specified Customer Identified in that
Order Foram Products containing any computer viruses, time bombs,
harmful and malicious data, or other undocumented programs which
Inhibit Product use; and
7.1.3 Functionality. Those Products will include the functionality described
in the Documentation for those Products.
7.2 services Waranty. Lawson warrants that at the time of Services
delivery, the Services will be provided by trained Personnel and In a
professional manner using commercially reasonable agents.
7.3 THE WARRANTIES REFERENCED IN THE AGREEMENT ARE
MADE SOLELY BY LAWSON AND ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. Lawson does not warrant that the
Products, Services, Service Deliverables or Limited Offerings are
het, of nonmaterial defects or will meet the specific requirements or
needs of Customers business (whether or not those requirements
and needs am known to Lawson).
a. Customer's Remedies.
9.1 Customers exclusive remedies for Lawson Group's breach of the
Producl Wananty or a Maintenance default are as follows:
a) Lawson will provide Maintenance (if purchased by Customer) to
repair, replace or furnish an upgrade of the Lawson - Maintained
Products to enable those Products or upgrade of those Products
to comply with the Product Warranty and Section 4 above; and
b) ti Lawson does rot comply wish Section 8.1(a) above within the
Cum Period, Customer may recover direct damages for the
LBwsmm- Maintained Products subject tre the damage claim,
including up to a refund of the License fees of Maintenance Fees
paid by Customer to Lawson for those Products, subject to the
time periods and limitations described In Section 15 below.
25D -6
Page 4 of G
LawSOn Sehware Custom tr,4graymenl Ma$or TErmS and Conti hone
8.2 Customers exclusive remedies for breach of the Services Warranty
or a Services default are as follows:
a) Lawson will m-perfonn those Services at no additional charge
within the Cure Period; and
b) if Lawson does not complete that m- pedormance within to
Cure Period, Customer may recover direct damages, Including
up to a refund of the Services Fees paid by Customer to
Lawson for those Services not re- performed and timely cured,
subject to the limitations described In Section 15 below. 11.2
9. Laimu n's Reinstall
9.1 Upon request, Customer will provide Lawson sufficient financial
information to WMC Lawson to determine Customers
creditworthiness. Lawson may withhold delivery of any Products or
Services pending credit approval by Lawson.
9,2 Lawson may suspend or terminate Maintenance and/or Services at
any time If all Lawson Invoices, that am then due and payable, are
not paid within 15 days after notice of late payment.
9.3 Late payments will bear Interest at the lesser of 8% per annum or
the maximum annual rate allowed by applicable law.
9.4 Lawson may terminate the License, the Agreement or any Order
Form If any undisputed invoices are not paid by Customer within 15
days after notice of late payment or If Customer does not cure any
other material breach of the Agreement within 90 days after notice
of breach.
9.5 Lawson may Immediately terminate the Agreement or portion of the
Agreement to the extent that it becomes illegal for the Lawson
Group to conduct business with Customer.
9.6 Customer will promptly destroy or return to Lawson all Products
and Service Deliverables If the License and the Agreement
laminate as described in Sections 9 or 17.2 (Third Party Products
must be returned to Lawson upon lemdnetion ofthe License).
10. Confidential Information.
101 'CorlgdenUY Information" means object code, source code and
benchmark tests for the Products and Service Deliverables, Limned
Offering software, pricing, non - standard Lawson contract terms,
Customer financial Information, data and all other Information
reasonably believed to be confidential, but excludes:
a) Information made available to the general public without
nostrimlon by the disclosing Party or by an aohodzed third
party;
b) Intonation known to the receiving Party independent of
disclosures by the disclosing Party;
c) information Independently developed by the receiving Party
wheal access to or use of the disclosing Padya Confider"
Information; or
d) information that the Wall Party may be required to disclose
pursuant to a valid and enforceable subpoena or other lawful
Process. The receMng Partly will immediately nutty the
disclosing Party of any obligations to disclose under this Section
10.1(d) so that the disclosing Party can appear and protect its
interests. Customers Confidential Information also excludes
any new features or functionality suggested by Customer for the
Products or Service Deliverables.
10.2 The Parties soft use reasonable efforts to keep each others
Confidential Information secret and will use that Information only to
fulfill the rights and obligations under the Agreement,
10.3 Efther Party may disclose in omfidence rte other Party's
Confidential Information on a need4o -know basis to other persons,
and the Party making that disclosure will be responsible for that
person's compliance with the Agresrrem.
10.4 The Parties will have the fight of injunctive mllef to maintain
compliance with this Section 10 and prevent unauthorized
disclosure, use or export of the Products, Service Deliverables,
Limited Offerings or other Confidential Information.
11.3
11.4
11.5
11.6
c) gives Lawson all available non - privileged Information reasonably
requested by Lawson Maceming the suit orclalm;
d) does not make any admissions that prejudice, or might prejudice
the defense; and
e) has used the Products In compliance with the Agreement,
complies with this Section 11 and reasonably cooperates with
Larson in the daNrrs (Lawson soft ralmblxse Cuslanlars
ressonable call pocket costa of that requested cooperation).
Customer may also retain legal counsel to participate in the oaten"
of a claim under this Section 11. Lawson will reimburse Customer for
the reasonable fees and expenses of Customers legal counsel only
If Lawson falls to continue to retain legal counsel as required by this
Section 11.
If the Products or Service Deliverables are held or are reasonably
believed by Lawson to infringe under this Section 11, Lawson will at
Us expense and to the extent commercially reasonable, modify or
replace the applicable Products or Service Delivembles to be non-
Infringing and with similar functionality, or obtain permission for
Customer to continue using the Products and Service Delivembles
under the License.
Lawson will have no obligations or liability for any sun or claim of
Insring a leM based on Customers use of a superseded or
Customeranered Release of the Products or Service Deliverable to
the extent that the obligation or Ilabiifty would have been avoided by
the use of a then current Release of the Products or Service
Deliverable which Lawson provides to Customer.
If Lawson determines that the remedies in this Section 11 are not
commercially and reasonably possible and a court orders or is
reasonably likely to order Lawson to terminate the Agreement to the
extent it mistes to the Infringing Product or Service Deliverable:
a) Larsal will pay Customer, u Cu oases Baia sari exclusive
remedy against Lawson (other than Indemnification by Lawson
under this Section 11) an amount equal to the License fee paid
under the Agreement for the infringing Product and Service
Deliverable and any Other Pmduct(s) and Service Delivemble(s)
that become substantially unusable because of the Infringement
leas the cumulat as depreciation of those Produce and Service
Deliverables based an a Six (6) year straight line depreaclation
commencing care (1) year after the initial date of the License for
those Products and Service Deliverables; and
b) Customer will cease to use and will return to Lawson such
Product(s) and Service Denverable(s).
Customer will reasonably cooperate with Lawson to mitigate
Infringement damages.
12. Insurance, While Lawson is rendering any omits Maintenance or
Services, Lawson will maintain comprehensive general liability
Insurance for bodily injury and damage to tangible property, with
coverage of at least $1,000,000 USD per occurrence, with a general
aggregate limit ofat least $2,000,000 USD.
13.
14.
14.1
11. Infringement Indemnity and Remedies.
11.1 Lawson will, at its expense, retain legal counsel and defend any 142
suit or claim brought against Customer and will indemnity
Customer against any third party damage claims that the Products 15
or Service Delivembles as licensed and delivered by Lawson
infringe any third party's Intellectual Property Rights, only it 15.1
Customer
a) promptly notifies Lawson after Customer learns of the suit or
claim, and no delay by Customer In providing that notice
materially prejudices the rights of Lawson;
b) gives Lawson authority to defend or salts the suit or claim
(provided that Lawson does not agree to any sedienlent that 15.2
materially prejudices Custorl
Cusromer Master TSCI — Nunn An,,% +
Revised 2007 Hngust 14
25D -7
No Hire of Certain Lawson Employees. Customer agrees that until
one year after the later of (a) the lamination of the Maintenance
Period or (b) the completion of Services, Customer will not hire,
employ, retain (directly or Indirectly), or contract for services directly
with any current employee of the Lawson Group who Is or has been
working In any capacity with Customer, and whose services have
been invoiced to Customer, without receiving prior written consent
from Lawson. If Customer violates this Section 13, Customer agrees
to pay to Lawson as liquidated damages a fee of 100% of such
Lawson employee's annual compensation in effect at the time of
such employee's severance of employment with Lawson, as
evidenced by copy of such employee's most recent payroll record.
Force Majeure.
Neither Party will be in default of its obligations under the Agreement
or liable to the other for any noncompliance arising from causes
beyond the reasonable control of the Party, Including, wnhoul
Iimrtation, fires, goods, natural disasters, communication failures and
other equipment or telecommunication problems.
Each Party will use reasonable efforts to resolve promptly any type
of fame majeure event described In Section 14.1.
Limitations of Liability.
In no event will Lawson, Lawson Group, Third Parties or
Customer be liable for Indirect. Incidental, punitive, exemplary,
special or consequential damages, or damages for loss of
profile, revenue, data or use, Incurred by either Party, whether
In contract or tort, even if the other Party has been advised of
the possibility of such damages. Neither Party will seek or apply
for such damages.
Other than indemnification by Lawson for third party claims
under Section 11 above or bodily Injury or direct damage to real
P,e5ei
Lawson Software Customer Agreemem Master Terms and Condinons
or tangible personal property to the extent caused by
Lamcn's shows npNotence, Lawson, Laceson group and No
Third PW0OB- aggrywle and euraalW a Nablllty for damages
to Customer
a) for the Products, the Product Warranty or Maintenance,
whether In contract or tort, will be limited to actual direct
money damages In an amount hot to exceed: (1)
theLicense fees paid by Customer to Lawson for the
Products subject to the damage clean N Customer notifies
Lawson of the claim within are yew after the date of the
earliest Order Form for those Products or (2) the most
recent annual Maintenance fees paid by Customer to
Lawson for the Products subject to the damage claim If
Customer ratifies Lawson of the claim more than one year
after the data of the earnest Order Form for those Products
subject to the damage claim;
b) for the Services and Services Warranty, whether In
contract or tort, will be limited to actual direct money
damages in an amount not to exceed the Services Fees
paid by Customer to Lawson for the Services subject to the
damage claim during the one yew period prior to Customer
notifying Lawson of the claim; and
c) for any Limited Offering, whether In contract or tort, will be
limited to actual direct money damages In an amount not
to exceed any fees paid by Customer to Lawson for that
Limited Offering during the one year Period prior to
Customer notifying Lawson of the claim.
15.3 The limitations of liability In Section 15 apply to Lawson Group
In the aggregate and are not additive among each Lawson
Group company.
15.4 The Parties will each use reasonable efforts to mitigate their
damages.
15.5 Section 15 describes the agreed allocation of risk.
18. Source Code Escrow. Unless an Order Form specifies delivery of
source code for a Product, all Products will be provided In object
code only to the Specified Customer Identified In an Order From.
During the Maintenance Period, the Specified Customer Identified
in an Order Form may elect to become a beneficiary under the
applicable Escrow Agreement between Lawson Group and its
escrow agent for the Lawson Products delivered by Lawson in
object code only under that Order Form (excluding Third Party
Products) by: (1) signing the applicable acceptance farm provided
by Lawson and (2) paying the escrow agent all initial and renewal
escrow fees. The License and the Escrow Agreement govern any
Product source code provided to Customer under the Escrow
Agreement.
17. Assignment.
17.1 Customer may net assign the License or the Agreement, or transfer
any rights or obligations under the Agreement.
17.2 If a Lawson Competitor acquires a controlling interest in the capital
stock or assets of Customer ar Customers su casso, Lawson may
elect to terminate the Agreement upon notice to Customer and
shall have no refund obligations to Customer.
17.3 Lawson Group may transfer the right to receive payments under
the Agreement.
17.4 Lawson Group may transfer the Agreement in connection wish a
merger, reorganization, sale or transfer of all or substantially all of
the assets of Lawson Group or as applicable operating subsidiary
or division,
17.5 Any assignment or transfer in violation of this Section 171s veld.
18. Publicity,
18.1 Either Party may (in any presentations, press release, advertising
or publicly - disseminated materials) refer to the other Party, to the
Products and Services acquired by Customer, or to background
Information, Including, for example: Lawson competitors and
competing products considered by Customer, net value of the
Agreement, and Customer business needs and reasons for
selecting Lawson and the Products.
18.2 Pricing and non - standard Lawson contract terms will remain
confidential under Section 10 above.
19. Notices.
19.1 All notices required under the Agreement must be in writing and
delivered electronically or by other method providing for proof of
delivery, fo the afteandon of the PwW* president o managing
director, at the address on the applicable Order Form (unless a
different recipient or address has been designated by notice to the
other Party).
Customer Master T &CS - North America
Revised 2007 August 14
19.2 Other communications may be delivered by fax, email or other
written means.
20. General.
20.1 All services provided by Lawson will be provided as an Independent
contractor, and neither Party will be, or represent Itself to be, the
franchiser, franchisee, agent, legal representable or fiduclary of the
other Party.
20.2 The Agreement may be amended only In writing signed by the
Parties, except that Lawson may upon notice to Customer and
without Customers signasurs, amanal an Order Form to Correct
wrore without Increasing the License fees or Services rates.
20.3 The Agreement contains the complete agreement with Customer
concerning any products, software, maintenance or eervless
provided by any Lawson Group company. The Agreement
supersedes all purchase orders, prior agreements, %presentations,
statements, requests for proposal, proposals, negotiations,
understandings and undertakings concerning any products,
software, maintenance, service, Service Deliverable or Limited
Offering.
20.4 The Agreement will commence into force on the date that Lawson
signs the Agreement and will continue In force until the Parties agree
otherwise or the Agreement Is terminated in writing In accordance
with the provisions of the Agreement.
20.5 Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17, 19, 20, 21 and 22, and the
provisions of the Agreement contenting protection of Intellectual
Property Rights, will survive any lamination or expiration of the
Agreement.
21. Governing Law and Dispute Resolution.
21.1 The Agreement Is governed by Minnesota law (wkhoul regard to
conflicts of laws principles). All of the terms of the Agreement shall
be enforceable to the full extent allowed by Minnesota law. If
Minnesota law changes in any manner contrary to the express terms
of the Agreement, those changes will not govern the Agreement to
the extent that those changes can be lawfully waived by contract.
21.2 Promptly after the written request of either Party, each of the Parties
will appoint a designated representative to meet promptly In person
or by telephone to attempt to resolve In good faith any dispute
concerting Lawman's Invokes, the Products, Maintenance, Services,
a Limited Offering or the Agreement. If the designated
representatives do not resolve the dispute, then either Party may
request that an officer of Lawson and an officer of Customer meet
promptly in person or by telephone to review and attempt to resolve
the dispute In good faith.
21.3 Unless prohibited by applicable law, Lawson and Customer each
walve their right to a Mal by jury for any disputes between the
Parties.
21.4 No litigation, arbitration or other action relating to the Products,
Malrnenence, Services, Limned Offering, Lawson's Invoices or the
Agreement may be brought: (a) If the Injured Party has not
participated or agreed to participate in the meetings described In
Section 21.2 above or (b) I the cause of action has been known by
the Injured Party more than 2 years.
21.5 Each Party will pay (without reimbursement) its own legal fees and
expenses Incurred in any dispute.
21.6 The Parties must comply with this Section 21 for any dispute.
22. United Stales Government Restricted Rights. If the Products or
Service Deliverables am acquired by or for the United States ("U.S.")
Government or by a U.S. Government prime contractor or
subcontractor (a any bar), then the U.S. GcvommeM's rights in the
Products and Service Deliverables will be only as sat forth In the
Agreement. This Section 221s in accordance with 48 CFR 2271201
through 227.7202 -4 (for Department of Defense (DOD) acquisitions)
and with 48 CFR 2.101 and 12.212 (for non -DOD acquisitions), and
other applicable sections of the U.S. Code of Federal Regulations
men In effect.
25D -8
[End of Lawson Software Customer
Agreement Master Terms and Condmonal
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25D -15
SERVICES WORK ORDER
This Services Work Order ( "Work Order or SWO ") is subject to all terms and conditions of the Master Terms and Conditions
between Infer (US), Inc. (formerly Lawson Software, Inc.1 ( "Info/") and City of Santa Ana, a charter city and municipal
corporation ( "City ") with an Effective Date of 3/3/2008 (the "Services Agreement "), agreement #A- 2008 -037. All terms of the
Services Agreement are incorporated herein by this reference. Capitalized terms not defined in this Work Order are defined in
the Services Agreement. In the event of a conflict, the terms of this Work Order control over the terms of the Services
Agreement.
Effective date of this Work Order: As of last party signing this Work Order Work Order Number: N/A
Prepared By: Jim Jensen
Approved By: Paul Davis
Project
Name:
Services to be provided 6/1/2014 to 5/31/2015
_
Objective:
Provide general Lawson system consulting services as requested by the City.
_ Project Scope
............ ............... ....-- --... .._..._ ..- -- --..._ .---........_ ------- ....... ..----- ---
Infor will provide ad hoc consulting services as requested by the City during the period beginning June 1, 2014
through May 31, 2015. This may include both functional and technical assistance.
I
The estimated hours included in this SOW are designed to be utilized by the City on an as requested basis. The
specifics of the services to be provided have not been determined, but will be discussed and agreed upon prior
to a resource being engaged.
_ Project Deliverables
None identified. Any deliverables rere uested provided would be mutual) a ry eed upon__ mm
Project ASsum_ptiofs_
The City will contact Infor Project Lead assigned to schedule resources as projects are identified.
Infor will not provide services hours in excess of those set forth below without a mutually agreed upon and
executed change order to increase the level of effort and estimated services hours and fees. _
1___EUo act Exclusions
None identified.
— .... –
_ Infor Responsibilities �
Provide eneral Infor /Lawson s stem consulting assistance as requested b the Cit _
Responsibilities
City resources will be engajed to assist on-orojects on an as needed basis.
Services Fee Estimates
Resource Role Estimated Hours [Hourly] Rate (US$)Estimated Fee US$
ICS Consultant Senior 278 $190.00 $52,820.00
Total* $52,820.00
CURRENCY: US DOLLARS
*All amounts are in US Dollars unless otherwise specified
Estimated time and costs listed in this Work Order represent an estimate only. Actual project time and cost may vary from the
estimates provided. Where a substantial variation from this Work Order is foreseen, both parties must agree in writing to the
additional work and amend this Work Order accordingly. All services are provided on a time and materials basis and are billed
bi- monthly. Billing and payment are not dependent or conditioned on delivery of deliverables contemplated herein or any other
deliverables. Travel and living expenses are not included in the rates or estimated fees stated herein. Reasonable travel and
living expenses will be billed for resources who reside further than 50 miles from the City. Travel time to and from the City's site
will be billed at $0 per hour.
LOCATIONS: Services may be provided at the facilities of Infor or its Contractors, or at the City sites listed below. A minimum
of Y2 day (4 hours) will be charged for all work at the City's facilities. Remote services provided via phone, facsimile or remote
access to the City's site will be subject to a one -half (1/2) hour minimum.
Infer (US), Inc. Son,ices Work Order (US Oct. 2012) Page 1 of 2
25D -16
PAYMENT: Infor will invoice the City for all services and applicable charges on a bi- monthly basis, as Infor renders the
services or City incurs the charges, as applicable. The City will pay each Infor invoice within thirty (30) days of the date of
invoice.
THE PARTIES have executed this Work Order through the signatures of their respective authorized representatives.
Infor (US). Inc.
Signature:
Printed Name:
Title:
Address:
Address:
Signature Date:
City of Santa Ana
Signature:
Printed Name: David Cavazos
Title: ICity Manager
Address: 20 Civic Center Plaza
Address: Santa Ana, CA 92701
Signature Date:
ATTEST:
Maria D. Huizar
Clerk of the Council
RECOMMENDED FOR APPROVAL:
Francisco Gutierrez
Executive Director, Finance and Management Services Agency
APPROVED AS TO FORM:
C,
S°T Sonia R. Carvalho
City Attorney
Infor (US), Inc _Services Work Order (US Oct. 2012) Page 2 of 2
25D -17
25D -18