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Home My WebLink AboutItem 15 - Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services, and Software Licenses Information Technology www.santa-ana.org/information-technology Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 16, 2023 TOPIC: Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services, and Software Licenses AGENDA TITLE Approve and Amend an Agreement with Infor (US) LLC For Lawson Financial System Maintenance, Services, and Software Licenses in an Amount not to Exceed $1,216,709.87 (Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to amend an agreement with Infor (US) LLC for Lawson financial system maintenance, services, and software licenses in an amount not to exceed $1,216,709.87 over a two-year period beginning June 1, 2023 through June 30, 2025, with a one-year optional renewal, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City uses the Infor Lawson financial system to process, account for, maintain, track, and report on the City’s financial information and transactions. This includes functions for general ledger, accounts payable, billing, accounts receivable, cash management, procurement, inventory, asset management, grant management, projects and activities, budgeting, business intelligence, and reporting. The system is used to produce the Annual Comprehensive Financial Report (ACFR) required by California state law and the City Charter. After a competitive procurement process, on March 3, 2008 the City Council approved an agreement with Lawson Software Americas, Inc. to purchase the Lawson financial system (Agreement A-2008-037). The system went live in September 2009 and replaced a legacy mainframe system that was over 20 years old. Lawson Software Americas, Inc. was acquired by Infor (US) LLC in 2011. Staff recommends approving an Addendum, Services Work Order, and Order Form for annual maintenance, professional services, and additional licenses, respectively. Annual maintenance entitles the City to receive software updates and technical support services, which are required to ensure system availability, proper operation, and legislative compliance. The Services Work Order provides the City with professional services required to maintain, optimize, and improve the system, as well as educate staff to maximize system and Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services and Software Licenses May 16, 2023 Page 2 3 4 2 2 process efficiency. The Order Form provides the City with additional licenses to meet the growing need by the City agencies to use the system. To accommodate everyone, staff needs to purchase a total of 64 additional licenses. FISCAL IMPACT Funding is available in the FY 2022-23 Information Technology, Enterprise Systems accounting unit 10920141, Software Maintenance & Support account 62306 and Software License & Subscriptions account 62305 in the amount of $395.057.32 and future fiscal year funding will be included in the proposed budgets for City Council consideration. The following is an estimate of the account distribution by fiscal year, but the actual amounts may vary within a fiscal year based on the timing of delivery of services. Estimated amounts expended per fiscal year are shown in the table below. Fiscal Year Accounting Unit - Account No. Fund Description Accounting Unit – Account No. Description Amount 2022- 23 10920141-62306 Information Technology Enterprise Systems– Software Maintenance & Support $278,653.07 2022- 23 10920141-62305 Information Technology Enterprise Systems – Software Licenses & Subscriptions $116,404.25 2023- 24 10920141-62306 Information Technology Enterprise Systems – Software Maintenance & Support $316,265.54 2023- 24 10920141-62300 Information Technology Enterprise Systems – Contract Services Professional $53,690.00 2024- 25 10920141-62306 Information Technology Enterprise Systems – Software Maintenance & Support $334,450.81 2024- 25 10920141-62300 Information Technology Enterprise Systems – Contract Services Professional $56,915.40 2025- 26 10920141-62300 Information Technology Enterprise Systems – Contract Services Professional $60,330.80 Total $1,216,709.87 Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services and Software Licenses May 16, 2023 Page 3 3 4 2 2 EXHIBIT(S) 1. Infor Addendum Multiyear Support Commitment 2. Infor Services Work Order 3. Infor Order Form Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager April/2023 AMENDMENT Confidential ADDENDUM MULTIYEAR SUPPORT COMMITMENT As it relates to the Component Systems specified herein, this Addendum is subject to the terms of the Software License Agreement between Infor (US) LLC ("Infor") and City of Santa Ana. ("Licensee”) with an effective date of March 3, 2008 (the "License Agreement). As it relates to Support for the Component Systems, this Addendum is subject to the applicable terms of the License Agreement (t o the extent it concerns Support) or, if Support is subject to a separate Support Agreement related to the License Agreement, the terms of such Support Agreement (the "Support Agreement). The License Agreement and related Support Agreement (if any) are referred to herein as the "Agreement". All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Addendum are defined in the Agreement. In the event of a conflict, the terms of this Addendum control over the terms of the Agreement. In the event the capitalized terms in this Addendum differ from the terminology used in the Agreement, references herein to: "Component Systems means the software products that are being licensed (and may be referred to in the Agreement as Products, Software Products, Software, Programs or Licensed Programs): "Support" means Infor's current standard maintenance and Support services (and may be referred to in an Agreement as Maintenance and Support, Annual Support, Support Services, On -Going Support or One Point Support): "Order Form'' means a mutually agreed upon ordering document (and may be referred to in an Agreement as Schedule, Supplement or Supplemental Schedule): "Annual Escalation Percentage Car means the maximum percentage increase in an annual Support Fee on an annual basis. In addition, based on the applicable Agreement, listed Component Systems herein owned by a third party may also be referred to in the Agreement as "Additional Software or ''Third Party Software. Effective date of the Addendum: the date of countersignature by Infor. I. Component Systems: Previously licensed Component Systems for which Licensee is purchasing Support. No delivery necessary. Line No. SKU SKU Desc. License Type Support Plan 1 BPP-LSF Lawson System Foundation CPU Cores XTP 2 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 3 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 4 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 5 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 6 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 7 HRM-HUM Human Resources Package Users XTP 8 BPP-LSF Lawson System Foundation CPU Cores XTP 9 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 10 UPP-IA Information Access Concurrent Users XTP 11 UPP-EFS Framework Services Server XTP 12 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 13 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 14 UPP-LVPNC Lawson Viewpoint Embedded Named Users XTP 15 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 16 EPM-BI-ADMIN Infor BI Professional Named Users XTP 17 EPM-BI- CONSUMER Infor BI Consumer Named Users XTP 18 UPP-CRAS Crystal Reports App Server CPU Cores XTP 19 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 20 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 21 BPP-XMLT Design Studio Named Users XTP 22 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 23 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 24 UPP-EFS Framework Services Server XTP 25 HRM-HUM Human Resources Package Users XTP 26 BPP-LSF Lawson System Foundation CPU Cores XTP 27 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 28 UPP-IA Information Access Concurrent Users XTP 29 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 30 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 April/2023 AMENDMENT Confidential 31 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 32 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 33 BPP-MVX MF COBOL Server Application Runtime - Windows Concurrent Users XTP 34 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 35 EPM-BI-ADMIN Infor BI Professional Named Users XTP 36 EPM-BI- CONSUMER Infor BI Consumer Named Users XTP 37 UPP-CRAS Crystal Reports App Server CPU Cores XTP 38 BPP-LSF Lawson System Foundation CPU Cores XTP 39 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 40 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 41 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 42 BPP-MVX MF COBOL Server Application Runtime - Windows Concurrent Users XTP 43 BPP-ERW Environment - 4Gl Writer Named Users XTP 44 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 45 BPP-PFPM ProcessFlow Solution Perf Mgmt CPU Cores XTP 46 HRM-BSIF Bsi Tax Factory Users XTP 47 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 48 S3F-REPNBP Reporting Serv Srv Named B & P Named Users XTP 49 UPP-IA Information Access Concurrent Users XTP 50 UPP-EFS Framework Services Server XTP 51 BPP-LTRM Lawson Terminal Device XTP 52 S3S-RQC Requisition Center Named Users XTP 53 S3S-MOBRQC Mobile Requisitions Device XTP 54 HRM-IJBP E Recruiting Product Users XTP 55 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 56 UPP-MOA Microsoft Office Add Ins Named Users XTP 57 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 58 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 59 BPP-LSF Lawson System Foundation CPU Cores XTP 60 LLT-LADESK Infor Learning Accelerator Desktop Edition Named Users XTP 61 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 62 BPP-PFI ProcessFlow Integrator CPU Cores XTP 63 LLT-LAPRO Infor Learning Accelerator Producer Named Users XTP 64 BPP-XMLT Design Studio Named Users XTP 65 S3S-RQC Requisition Center Named Users XTP 66 S3F-SUP Infor S3 Support Each XTP 67 S3F-MRBACI Project Ledger Inquiry Named Users XTP 68 S3F-FINPROI Infor Lawson Financial Procurement Package Inquiry Named Users XTP 69 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 70 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 71 BPP-PALI Infor Process Integration CPU Cores XTP 72 BPP-LMRK-NR Landmark Technology Runtime CPU Cores XTP 73 BPP-MOBILA Infor Landmark Administrator Named Users XTP 74 BPP-NOTIFY Infor Notifications Named Users XTP 75 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 76 BPP-MVX MF COBOL Server Application Runtime - Windows Concurrent Users XTP 77 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 78 EPM-BI-ADMIN Infor BI Professional Named Users XTP 79 EPM-BI- CONSUMER Infor BI Consumer Named Users XTP 80 BPP-ISD Infor Spreadsheet Designer Named Users XTP 81 UPP-CRAS Crystal Reports App Server CPU Cores XTP 82 ION- PLATFORM- LITE Infor OS LITE - Restricted Use - On Premise Named Users XTP 83 DMG-DAS-XI- LITE Infor OS - Document Management LITE Named Users XTP 84 ION- MNGLPRTL-XI- LITE Infor Ming.le Portal LITE Enterprise XTP DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 April/2023 AMENDMENT Confidential 85 ION- MNGLUSER- XI-LITE Infor OS - Ming.le Enterprise LITE Named Users XTP 86 ION- PROCESS-XI- LITE Infor OS - ION PROCESS Grid Edition LITE CPU Cores XTP 87 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 88 S3F-MRBAC Infor Lawson Project Accounting Named Uses XTP Support Level: Infor Xtreme ("XT) Support unless otherwise indicated, "XT = Infor Essential (24X5)/ "XTP'' = Infor Premium (24x7)/"XTE= lnfor Customer Success Plus program **Support Level: Descriptions of the XT and XTP Support plans can be found at http://www.inforcom/content/brochureslinforxtremesupportplanfeatures.pdf/. A description of the XTE / Customer Success program can be found at https://www.infor.com/support/customer-success-plus/ II. Support Services Total Support Fee": $594,518.61 The Total Support Fee specified above has been calculated to align the Support End Dates of all Component Systems listed. Annual Escalation Percentage Cap: For this Support Term, the Annual Escalation Percentage increase of 5.75% is included in the annual payment amounts set forth below . Following this Support Term, the Annual Escalation Percentage cap shall be 6% or the then-current year-over-year increase in the Consumer Price Index (CPI), whichever is the greater. Support Term: 6/1/2023 ("Start date") to 6/30/2025 Support Commitment: The Support Term specified herein is a binding term, and neither party may exercise any rights of non-renewal or cancellation for convenience so as to terminate Support prior to the end of such Support Term. If Licensee fails to pay Infor any portion of the Total Support Fee when due, then, in addition to other remedies Infor may exercise, Licensee shall immediately be invoiced for, and shall be obligated to pay to Infor, as liquidated damages, the Total Support Fee, as increased by the Annual Escalation Percentage Cap, less any portion of the Total Support Fee previously paid (the "Damages"). If such amount is not paid within fifteen (15) days of invoice, Infor shall have no further obligation to provide Support, and the Licensee shall remain fully obligated to pay the Damages. *On the last day of the Support Term, Support will automatically renew for successive twelve-month periods (the "Renewal Period") unless either party provides written notice to the other party of non-renewal at least ninety (90) days prior to the commencement of the Renewal Period. Other fees: 0 Total Amount Due (before applicable taxes): $594,518.61 Currency: USD This Addendum is subject to the Infor General Lifecycle Policy. As described therein, additional fees may apply if Mainstream Maintenance is no longer available for a Component System during the Support Term The policy can be found at https://www.infor.com/content/analyst/Infor-General-Lifecycle-Policy.pdf/. Payment Schedule: $278,653.07 (plus applicable taxes) is due no later than May 31, 2023 $316,265.54 (plus applicable taxes) is due no later than June 1, 2024 (includes additive Lawson licenses coverage) *Optional Year : A minimum of 90 days written notice to and acknowledgement by Infor is required prior to June 30, 2025, for Licensee’s right or denial to execute the purchase of option year contained in the agreement; with a period of performance commencing 7/01/2025 through 6/30/2026. Pricing shall return to the then current rate and Support will automatically renew for successive twelve-month periods; should the Licensee forego execution of optional years offered in this agreement. $334,450.81 (plus applicable taxes) is due no later than June 1, 2025 (includes additive Lawson licenses coverage) DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 April/2023 AMENDMENT Confidential Other fees: 0 Total Amount Due (before applicable taxes): $594,518.61 Currency: USD Invoice Address: City of Santa Ana 20 Civic Center Plaza M42 Santa Ana, CA 92701 USA Attn: Milanka Radic Contact Tel: (714) 647-5256 Contact name: Milanka Radic Contact Title: Applications/Tech Support Manager, IT Department Contact Email: mradic@santa-ana.org Account ID: 2149-L THE PARTIES have executed this Addendum through the signatures of their respective authorized representatives below. Infor (US) LLC (“Infor”) City of Santa Ana (“Licensee”) By: By: Kristine Ridge City Manager Name: Title: Date: ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jose Montoya Assistant City Attorney DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 28 April 2023 | 10:46:20 EDT Edward Foley Manager, Infor Subscription Services Page 1 of 4 CLM - 180803 Services Work Order This Time and Materials Services Work Order (“Work Order" or "Order" or "SWO”) is subject to all terms and conditions of the Software Services Agreement (or, if applicable, the Professional Services Agreement) between Infor (US) LLC (“Infor”) and City of Santa Ana (“Licensee”) with an Effective Date of 3/3/2008 (the "Services Agreement"). All terms of the Services Agreement are incorporated herein by this reference. Capitalised 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 Work Order: date of final signature below Work Order Number: AGR.128931 Prepared by: Porter Rosenkrantz Project Name: City of Santa Ana - Lawson Consulting Staff Augmentation Description of Services to be Provided lnfor will provide ad hoc staff augmentation consulting services for the S3 Lawson application as requested by Licensee during the period beginning July 1, 2023 through June 30, 2026. The estimated hours included in this Services Work Order are designed to be utilized by the Licensee on an as requested basis. The specifics of the services to be provided have not been determined but will be discussed and agreed upon through the assigned lnfor Project Manager, prior to a resource being engaged. No specific deliverables defined. Any deliverables requested/provided would be mutually agreed upon. General Assumptions and Obligations 1. Any requirement(s) not specified in this Order will be addressed using the Project Change Control Process. 2. Licensee acknowledges that any delays or changes caused by Licensee, Licensee’s employees, equipment, contractors or vendors may cause an increase in the fees required under this Order, including without limitation, delays or changes due to the following: (a) change to or deficiency in the information which Licensee has supplied to Infor; (b) failure by Licensee to perform any of its responsibilities in a timely manner including the supply to Infor of resources and information; or (c) an unanticipated event that changes the service needs or requirements of Licensee. Changes required to this Order as a result of any of the foregoing events will be handled using the Project Change Control Process. 3. For all services provided at Licensee locations, Licensee will provide office facilities to Infor personnel. This includes, but is not limited to, office space, desks, networked computers, secured filing cabinets if required, team meeting rooms, networked printers, photocopier, telephones, stationery, whiteboards, internet and remote VPN connection. DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 Page 2 of 4 CLM - 180803 Other Project Assumptions and Obligations 1.Any software licenses required for this project will need to be purchased separately by the Licensee and are covered by a separate Software License Agreement. All Licensed Software is subject to the terms of the License Agreement and nothing herein shall serve to modify such terms or expand the scope of the license granted thereunder. 2.Tasks will be performed offsite by Infor staff members. Infor staff will have remote access to Licensee’s network and systems as necessary to perform such Project activities. 3.Logging incidents with Infor Support, as well as the application of fixes or patches that are made available by Infor Support, are the responsibility of the Licensee, and therefore the effort associated with these activities has not been included in Infor’s estimates and scope of work. 4.Infor shall provide resources as staff augmentation to Licensee and perform services under the direction of the Licensee Project Manager and Leads. Licensee has primary responsibility for all deliverables. 5.Status reporting will be the responsibility of the Licensee Project Manager. 6.Infor Project Manager will be responsible for scheduling, staffing and onboarding Infor resources on the request of the Licensee Project Manager. 7.Infor Project Manager will provide project budget report on an agreed cadence (Monthly, Weekly etc). 8.Licensee Project Manager will provide Infor Project Manager resources request with at least two-week lead time. Resources typically takes two (2) to four (4) weeks to schedule. Actual time for the effort varies depending on the number and type of consultants required. 9.If Licensee needs to cancel the work where Infor has already staffed the resource, Licensee Project Manager must provide cancelation requestion with at least two-week lead time, or the scheduled time will be billable to the Licensee. 10.Licensee has the option to request resource to be scheduled on a retention schedule (such as 2-hour per week) to keep the resource engaged on the project. The agreed retention schedule will be billable to the Licensee. 11.This agreement will expire 36 months from the date of the signature. If the Licensee wish to continue the arrangement, it will be addressed using the Project Change Control Process. New bill rate may apply. 12.Infor staffing requirements will be determined solely by Infor. Infor may also, at its discretion, use subcontractors in performing Services under this Work Order. July 1, 2023 – June 30, 2024 July 1, 2024 – June 30, 2025 Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 270.00 45,090.00 Project Manager, Associate 40.00 215.00 8,600.00 Total for Year One 53,690.00 Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 286.20 47,795.40 Project Manager, Associate 40.00 228.00 9,120.00 Total for Year Two 56,915.40 DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 Page 3 of 4 CLM - 180803 July 1, 2025 – June 30, 2026 Grand Total 170,936.20 Currency US Dollar The rates and terms specified herein are only valid if this Work Order is signed by Licensee by 6/30/2023. Estimated time and costs listed in this Order represent an estimate only, and actual project time and cost may vary from the estimates provided. All Services are provided on a time and materials basis. Billing and payment are not dependent or conditioned on delivery of deliverables contemplated herein or any other deliverables. Infor will invoice Licensee for all Services and applicable charges on a monthly basis, as Infor renders the services or Licensee incurs the charges, as applicable. Fees do not include applicable taxes, which will be added to each invoice. Licensee will pay each Infor invoice within 30 days of the date of invoice. This payment obligation is non-cancelable and the amounts paid are non-refundable. Travel and living expenses are not included in the rates or estimated fees stated herein, and are in addition to such fees. Travel time to and from Licensee’s site will be billed at $90 per hour. A minimum of ½ day (4 hours) will be charged for all work at the Licensee’s facilities. Remote services provided via phone, facsimile or remote access to Licensee’s site will be charged at the standard hourly rate. Overtime rates of 150% of the quoted rate apply for after hours and weekend work. “After hours work” is defined as services performed between 8:00 p.m. and 6:00 a.m. “Weekend work” is defined as services performed between 8:00 p.m. Friday and 6:00 a.m. Monday. Holiday rates of 200% of the quoted rate apply for all holiday work. Where a substantial variation from this Order is foreseen both parties must agree in writing to the additional work and amend this Order accordingly. Locations: Services may be provided at the facilities of Infor or its contractors, or at the Licensee sites listed below. 20 Civic Center Plaza M-42 Santa Ana CA 92701 United States Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 303.37 50,662.80 Project Manager, Associate 40.00 241.70 9,668.00 Total for Year Three 60,330.80 DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 Page 4 of 4 CLM - 180803 THE PARTIES have executed this Order through the signatures of their respective authorized representatives. Infor Public Sector, Inc. City of Santa Ana Signature : Signature : Printed Name : Printed Name : Title : Title : Address : 4213 Solutions Center Lockbox 774213 Chicago IL 60677-4002 USA Address : 20 Civic Center Plaza M-42 Santa Ana CA 92701 United States Signed Date : Signed Date : Purchase Order Number : eBilling (Email Address) : Invoice Mailing Address if different from: 20 Civic Center Plaza M-42 Santa Ana CA 92701 United States Address : Phone : Email Address : Contact Name : INTERNAL USE ONLY Primary Product : CloudSuite Corporate - S3F ICS Approval ID: AGR.128931 Existing Project ID : Existing Project Manager : Opportunity ID : OP-04449108 Internal ID: ATTEST: _______________________ Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney _________________________ Jose Montoya Assistant City Attorney Kristine Ridge City Manager DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 Jonathan Toomey 28 April 2023 | 10:16:01 EDT Sr Operations Director SS Order Form (CPQ-English-US Mar 201 9) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 1 of 3 v Order Form This Order Form is subject to the terms of the Agreement(s) between the parties (the “Agreement”). All terms of the Agreement are incorporated herein by reference. In the event of a conflict, the terms of this Order Form control over the terms of the Agreement. Capitalized terms not defined in this Order Form are defined in the Agreement. In the event the capitalized terms in this Order Form differ from the terminology used in the Agreement, the parties shall apply terms logically. I. On Premise Software PROD: SITE-1 Part # (if applicable) On Premise Software User Restriction* Support Level** Quantity Type 1 S3F-FINPRO Infor Lawson Financial Procurement Package 12 NU XTP 2 S3F-MRBAC Infor Lawson Project Accounting 52 NU XTP Total License Fee: $92,800.00 * If specified in the User Restriction field: “NU” = Named Users - Allows access to the Software up to the stated maximum number of individual named users, irrespective as to whether any such user is actively logged on to the Software at a given point in time; The Customer agrees to assign to each Named User a unique identification profile, it being agreed that to the extent Customer uses generic user profiles as a means to access the Software, each separate log-on accessing the Software will be counted as a separate user. **Support Level “XT” = Infor Essential (24X5); “XTP” = Infor Premium (24x7); “XTE” = Infor Customer Success Plus program Descriptions of the XT and XTP Support plans can be found at http://www.infor.com/content/brochures/inforxtremesupportplanfeatures.pdf/. A description of the XTE - Customer Success Plus program can be found at https://www.infor.com/support/customer-success-plus/ II. Support Services Annual Support Fee: $20,416.00 Annual Escalation Percentage Cap (effective after the Initial Term): 6% or the then-current year- over-year increase in the Consumer Price Index, whichever is greater. Initial Term of Support: Order Form Date through May 31, 2024. Fee for Initial Term of Support**: $23,604.25 *** The Fee for Initial Term of Support represents a proportional amount of the annual Support Fee based on the anticipated Order Form Date. This fee will vary based on the actual Order Form Date. DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 SS Order Form (CPQ-English-US Mar 201 9) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 2 of 3 Total Amount Due (before applicable taxes): $116,404.25 Payment Terms: Payment is due within 15 days from the Order Form Date. Currency: USD Equipment (on which On Premise Software will be installed): Customer Account ID: 2149-L Computer Platform: Model: Infor GL ID: US0AB Operating System: DBMS: Account Executive Name: Linda Luburich Serial Number: Delivery Address: Invoice Address: City of Santa Ana 20 Civic Center Plaza M-42 Santa Ana, CA 92701 USA City of Santa Ana 20 Civic Center Plaza M42 Santa Ana, CA 92701 USA Contact Name: Milanka Radic Contact Name: Milanka Radic Contact Phone: 714-647-5256 Contact Phone: 714-647-5408 Contact email: mradic@santa-ana.org Contact email: mradic@santa-ana.org III. Additional Terms Anything in the Agreement to the contrary notwithstanding, Infor warrants that for a period of ninety (90) days from the date of delivery, the On Premise Software will function substantially in accordance with the user documentation provided by Infor. This limited warranty shall not apply to (a) updates, enhancements, or modifications provided pursuant to Infor’s Support obligations, or (b) previously licensed On Premise Software for which Customer is changing User Restrictions (e.g., without limitation, adding users) under an Order Form. Perpetual license - Subject to the terms and conditions of the Agreement and this Order Form, Infor grants Customer a perpetual (subject to the termination provision of the Agreement), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use the object code of the On Premise Software specified herein (including any updates, enhancements, or modifications to such On Premise Software that Infor provides pursuant to its Support obligations) on the Equipment for Customer's own internal computing operations, provided Customer is not in breach of the provisions of the Agreement or this Order Form and has paid all fees in a timely manner. Support for the On Premise Software shall be provided on an annual basis upon Customer’s payment of the annual Support Fee prior to the beginning of the applicable Support period. Support will automatically renew for consecutive annual periods beyond the initial Support period on a year-to-year basis unless either party notifies the other in writing of its election to terminate Support for the On Premise Software at least ninety (90) days prior the expiration of the then-current Support period. Unless otherwise stated in this Order Form, Customer has the right to use the On Premise Software in object code format only and no rights to source code are granted. Any rights not expressly granted in the Agreement and this Order Form are expressly reserved. If the Support renewal of Customer’s previously licensed On Premise Software is pending, then Customer hereby consents to the renewal of Support services for such On Premise Software and irrevocably agrees to pay the corresponding fees. Non-payment of these fees will entitle Infor to suspend Support for the On Premise Software licensed herein until such payment is received. Any reference to “accept” or “acceptance” in the Agreement is not applicable to the On Premise Software licensed on this Order Form. DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 SS Order Form (CPQ-English-US Mar 2019) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 3 of 3 The total liability of Infor in connection with the On Premise Software licensed on this Order Form shall not exceed the license fee the Customer actually pays to Infor for such On Premise Software. No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both parties. The On Premise Software licensed on this Order Form are for production use only. If Customer wishes to run a copy of the On Premise Software for disaster recovery purposes, a separate Order Form is required and additional fees may be required. Any purchase order or similar document (other than a mutually executed and delivered Order Form) that may be issued by the undersigned Customer in connection with this Order Form does not modify this Order Form or the Agreement to which it pertains. No such modification will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Order Form (or as applicable, the Agreement). The On Premise Software licensed on this Order Form are new and/or additional licenses and are not intended to be an exchange or upgrade from any of Customer’s previously licensed On Premise Software. If Customer’s intent was for this Order Form to be an exchange or upgrade, then the previously licensed On Premise Software must be current on support and such support shall transfer to the On Premise Software licensed on this Order Form. Par ties agree that no shipment shall be required for On Premise Software previously licensed to the Customer. For any new On Premise Software license, Delivery shall be FOB Shipping Point. Unless excluded by applicable law, Infor reserves the right to issue invoices electronically. Customer’s purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services Customer may choose to purchase from Infor contemporaneously with this Order Form or in the future. Effective date of this Order Form (the "Order Form Date") to be completed by Infor upon countersignature:_____________________________________ THE PARTIES have executed this Order Form through the signatures of their respective authorized representatives. for: Infor (US), LLC for: City of Santa Ana (Infor) (Customer or Licensee) Signature Signature Typed or Printed Name Kristine Ridge Job Title City Manager Date Date ATTEST: _______________________ Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney _________________________ Jose Montoya Assistant City Attorney DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 Mary McCrayer 1 May 2023 Senior Manager, Deal Desk 01 May 2023 | 19:44:03 EDT