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HomeMy WebLinkAboutINFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2E -2008? w U 5 ? 0 O 0- - ? O W Ir LU rc C/] z 1 LAWS . N 1 PRODUCT ORDER FORM Lawson Software Customer Agreement A-2008-03.71-r05 Laws Rec` rata -[?- By _ ?- I31Str tr,cl or, - C Order Form No: 00014521.0 This Product Order Form and the attached Schedules (POF) is entered into by the Lawson Group company and the Customer named below (collectively tha Parties), and is effective as of the latest date signed below after all Parties have signed (Effective Date). This POF is part of the Lawson Software Customer Agreement and is governed by the Lawson Master Terms and Conditions signed by Customer. The definitions in Schedule 1 to this POF supplement the definitions in the Lawson Master Terms and Conditions. If any terms of this POF conflict with the Lawson Hasler Terms and Conditions, this POF gowms that conflictfar only the Products fisted in this POR The Schedule(s) to this POF lists each of the Products licensed to Customer under this POF, and Schedule 1 to this POF describes additional applicable terms. Certain Products may have additional usage restrictions as described in the Schedule(s) to this POFfor that Product Customer Entity Name: City of Santa Ana Address: ^c0 Civic Center Plaza, 8th Floor City: Santa Ana StateOP/Postal Code: California 92701 Country: United Stales Lawson must receive an original manually signed Customer signature on this POF, unless Lawson elects to accept a copy of this POF signed in counterparts and/or delivered by fax, pdf or other means that displays the original or a copy of the signatures below. Lawson Software Americas Inc Customer: City of Santa Ana 20 Cift Center gaze, 8th Moor Santa Ana, California 92701 United States 41-1 1159 ID # 2149 hit&? I, All?- (?t r tL ( orized Si ature) (Authorized rig ature) ?jt` t'c? ?T' V? David N. Ream (Printed Name) (Printed Name) qP City Manager (Title) (Title) IE?l 3you1( April 18, 2011 (Date) (Date) Appendices Appendix 1 I Schedute 1 to Product Order Form Appendix2 Schedule 2 to Product Order Form Appendix3 Appendix4 RECOMMENDED FOR PPR VAL: FRANCISCO GUT ERREZ Executive Director - FMSA U Z yr\ O ?S rig w p0 W ¢-'e fr Lu Q ? ?U VEI) AS TO FORM ? t Laura Stitt Sheedy Assistant City Atto ' ey Schedule 1 to PRODUCT ORDER FORM 1. Bronze Maintenance Level. Customer's maintenance level is Bronze (as defined in the Support Operations Handbook) for the Lawson-Maintained Products listed in the Schedule(s) to this POF. All Products licensed to Customer must have the same maintenanoe level. 2. Payment Terms. Customer shall pay all net license fees listed in the Schedule(s) to this POF and all Maintenance Fees for the Initial Maintenance Period, plus applicable Taxes, within 30 days after the invoice date. Annual Maintenance Fees forsubsequent Maintenance Periods are payable 30 days before each renewal. 3. Maintenance Terms and Fees for the Lawson-Maintained Products listed In the Schedule(s) to this POR 3.1 Initial Maintenance Period. tf the Lawson-Maintained Products are delivered on or between June 1 and February 28129, the Initial Maintenance Period for those Products will commence on delivery and end on the first May 31st that occurs after delivery. If the Lawson-Maintained Products are delivered on or between March 1 and May 31, the Initial Maintenanc>r Period for those Products will commence on delivery and and on the first May3lstthatoccurs more than 11 months after delivery. 3.2 Maintenance Fees for Initial Maintenance Period. Unless otherwise stated in this POF, the annualized Maintenance Fees for the Initial Maintenance Period for the maintenance level specified in Section 1 above are: (a) 20.00 % of the total Net Lawson lice fee listed in the Schedule(s) to this POF for all Lawson-Maintained Products that are Lawson Products, plus (b) 20 % of the list amount of each line item Third Party License Fee listed in the Schedule(s) to this POF for each Lawson-Maintained Product that Is a Third Party Product 3.3 Maintenance Fee for First Annual Renewal of Maintenance. For the first 12 months of renewed Maintenance at the same maintenance level specified in Section 1 above (after the Initial Maintenance Period for all Lawson-Maintained Products listed in the Schedule(s) to this POF), the annualized Maintenance Fee will be the same as the annualized Maintenance Fee for the Initial Maintenance Period, plus up to a 4.00 % increase. 4. POF Definitions. The following dermitions supplement the definitions contained in the Lawson Master Terms and Conditions: 4.1 LMP or Lawson-Maintained Products means the Products fated in the Schedule(s) to this POF that are initially eligible for Maintenance from Lawson. 4.2 LMP-RFQD means a Lawson-Maintained Product thatmust remain under Maintenance if Customer is to receive Maintenance for anyother Lawson-Maintained Products. 4.3 No LNP means a Product that is not maintained by Lawson. Customer may elect to purchase at Customer's expense from the applicable Third Party Supplier available maintenance for the Third Party Products, specified as No LAP (if any) in the Schedule(s) to this POF. 4.4 Products means the Software described in the Schedule(s) to this POF and the Documentation for that Software. 4.5 S means source code is delivered with the Product. 4.6 License Term means, unless otherwise specified in the Schedule(s) to this POF, a perpetual period for the Products listed in the Schedrde(s) to this POR 4.7 The following definitions are interchangeable in any prior document that is part of the Lawson Software Customer Agreement (a) Client and Customer, (b) Support and Maintenance and (c) LSP and LNP (Lawson Maintained Product). 4.8 TP-LArP means a Third Party Product that is maintained by Lawson and the Third Party Supplier. During the Initial Maintenance Period Lawson will inwiaa Customer for the maintenance provided by Lawson and the Third Party Supplier. After the Initial Maintenance Period, Lawson and the Third Party Supplier will provide maintenance and Lawson will invoice Customer for the Lawson-portlon of the maintenance provided and the Third Party Supplier will invoice Customer for the Third Party Suppler portion of the maintenance provided. Each TP-LMP must remain under Maintenance with both Lawson and the Third Party Supplier if Customer is to receive Maintenance for any Lawson-Maintained Products 5. Maximum Use Designation Definitions. The respective Maximum Use Designations listed in the Schedule(s) to this POI= are defined as follows below. If any of the following defined terms are not used elsewhere in the Schedule(s) to this POF, then those defined term(s) do nolapplyto this POF: S3 Definitlons : 5.1 MCPU means Maximum Central Processing Units, which is the maximum number of central processing units available to the operating system (s) and hardware platform(s) on which the corresponding Software designated as MCPU (if any) in the Schedule(s) to this POF maybe installed andfor run. 5.2 MCPUC means Maxi mum Central Processing Unit Core which is the maximum number of independent processing units (cores) in the central processing unit(s) available to the operating system(s) and Product Order Form - English 2 (3) Revised Septent ber4, 2009 Lost Update May 5, 2010 Order Form No' 00014521 0 Schedule 1 to PRODUCT ORDER FORM hardware platform(s) on which the corresponding Software designated as MCPUC (if any) in the Schedule(s) to this POF may be installed and/or run. 5.3 MP means Maximum Persons, which is the maximum number of persons deriving benefit from the use of the Products designated as MP (if any) in the Schedule(s) to this POF, including without limitation any person for whom data is maintained using those Products (for example, full time and part time employees, volunteers, pensioners, temporary workers, seasonal workers, contractors and consultants). 5.4 MS means Maximum Servers, which is the maximum number of physical hardware servers on which each Product designated as MS (if any) in the Schedule(s) to this POF, may be installed. 5.5 MUC means Maximum Users Concurrent, which is the maximum number of individuals authorized by Customer to be the number of peak simultaneous users running any on-line program within an application, designated as MUC (if any) in the Schedule(s) to this POF. 5.6 MUN means Maximum Users Named, which is the maximum number of individuals (Named Users) that may be authorized by Customer to use the respective specific Product designated as MUN (if any) in the Schedule(s) to this POF, regardless of whether the individual is actively using the Product at any given time. A Named User of one Product designated as MUN may not use other Products designated as MUN, unless Customer has obtained a License for that Named User to use each of those specific Products designated as MUN. 5.7 MUS means Maximum Users Seats, which is the maximum number of Customer's workstations on which the Products maybe installed, designated as MUS (if any) in the Schedule(s) to this POF. 6. Non-Production Use of Certain Products. 6.1 Development/Test and Training. The following applies to any Lawson Products (excluding System Foundation) listed on the Schedule(s) to this POR (a) Customer may install those Products on one development/test server and on one training server (in addition to the licensed production server(s)), (b) Customer may allow up to 10 Users (in addition to the maximum number of Users shown on the Schedule(s) to this POF) to use those Products for development and testing, with a database that is separate from any production database and (c) Customer may allow its Users (within the Maximum Use Designations) to use those Products for training. System Foundation Products and Third Party Products are licensed separately for development/testing and training, and may be used for development/testing and/or training only if designated for that purpose in a Schedule to a POF. , 6.2 Disaster Recovery and Failover. If any Products listed in the Schedule(s) to this POF are designated as Disaster Recovery or Failover, Customer may. (a) install those Disaster Recovery Products on only one Disaster Recovery server and install those Failover Products on only one Failover server, (b) use the Disaster Recovery Products and the Failover Products to test those servers, and (c) use the Disaster Recovery Products and the Failover Products in production, only as long as the primary production system is inoperable. Product Order Form - English 3(3) Revised September 4, 2009 Last Update May 5, 2010 Order Form No: 00014521.0 E 9 Z5 ? U o ? N N M 0 Q U U O B O 41 a v N d .. E d ? Z E Z` zw h; O U .0. N O CL a (,1 0 a 0 a••p w c c 7 d .R O fA U U W J ? w U N ? _ Z F- QLL z0 o- z JO N U ?y O? W IW- UV ? Q Z W r M U' QO Z OV W w ~ co CO F- ? UO DF ? ?g a' a o. w wx xr ?r J Z O Z O W (n m N f0 .O l9 co ? y N N U 0 E .N+ U OCI O (9 C CL 3 O 2 0 0 J U, m -`o Q `m Z 3 M 0 Z v d d v d m m m K 4f . N d E T c zi d o. O U Ul VN V no n a U. a m •o c m L V F- J ? o O y = O O O O O) Cl O LL N N rn N J V J O O Cl) 0 O N u J J to a a c O - r a ' a ? m W N c o y W U. G 1 LL O 0 LL d N 7 LL uJ N v v GI N c Z J . w a i U 63 V J J J (7 Z O W: N l ei F _U U - z U? U 2 U c? U 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., - ?° !