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HomeMy WebLinkAboutINFOR (US) INC. (FORMERLY LAWSON SOFTWARE) 2IA -2014- 099 -01 Services Work Order Short Form Agreement This Services Work Order Short Form Agreement (the "Work Order") between Infor (US), Inc. (formerly Lawson Software Inc. ( "Infor) and Licensee (as referenced below) amends the Lawson Software Customer Agreement dated March 3, 2048, agreement # A- 2408 -037 ('Customer Agreemertr), and sets forth the terms by which Infor agrees to provide Licensee with software - related services as described herein or related hereto (`Services ") and Licensee agrees to pay for such Services. All terms of the Customer Agreement are incorporated herein by this reference. in the event of a conflict, the terms of this Work Order control over the terms of the Customer Agreement. Licensee City of Santa Ana, a charter city and municipal corporation Effective date of this Work Order 6116115 (the Work Order Date) Work Order Number N/A Prepared by Christina McDaniel Approved by Paul Davis Project Name Services to be provided July 1, 2015 — June 30, 2016 Objective Provide general Lawson system consulting services as requested by the City. Infor will provide ad hoc consulting servicas as requested by the City during the period beginning July 1", 2015 through June .W", 2016. This may include both functional and technical assistance. 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. .__._._Pro act Defiverabies,.__._.. _-- None identified, Any deliverables requested/provided would be mutually agreed upon. Pro eat Assum lions • 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 and hours feeds. Project Exclusions None Identified Infor Responsibilities Provide general Infor/Lawson system consulting assistance as requested by the City. Licensee Responsibilities City resources will be engaged to assist on projects on an as needed basis. Infor SONICeS Work Order Short Form Atimlea n4 tUe Nov 2012) Pagel of 4 °AII 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 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. Such travel and living expenses are in addition to such fees. Reasonable travel and living expenses will be billed for infer resources who reside further than 50 miles from Licensee location. Travel time to and from Licensee's site will be billed at $0 11hour. After hours and weekend or holiday work are based on availability and require pre - approval from Infor. "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 5:00 p.m. Friday and 6:00 a.m. Monday. LOCATIONS Services may be provided at the facilities of Infer or its contractors, or at the Licensee sites listed below. A minimum of % day (A 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. Licensee Site Addresses City of Santa Ana City of Santa Ana City Hall Corporate Yard 20 Civic Center Plaza 220 S. Daisy Ave. Santa Ana, CA 92701 Santa Ana, CA 92703 PAYMENT Infer 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. Licensee is responsible for paying all applicable taxes. Licensee will pay each Infor invoice within thirty (30) days of the date of invoice. CONFIDENTIALITY The Recipient will not disclose to any third party, or make any use of the Discloser's Confidential Information except as may be required by the California Public Records Act or any other applicable laws. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. The non - disclosure and non -use obligations hereunder will remain in full force with respect to each item of Confldential Information for a period of ten (10) years after Recipient's receipt of that item. However, Licensee's obligations to maintain software as confidential will survive In perpetuity. "Discloser" means the party providing Confidential Information to the Recipient. "Recipitin ' means the party receiving Confidential Information from the Discloser. °Confidenttlal Information" means non - public information of a party to this Agreement that Is Identified as or would be reasonably understood to be confidential and /or proprietary. Confidential Information does not include information that: (1) is or becomes known to the public without fault or breach of the Recipient; (11) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non- disclosure obligation; or (iv) is independently developed by the Recipient without access to Confidential Information. TERM AND TERMINATION If either party materially breaches any obligation in this Work Order, and fails to remedy such breach within thirty (30) days of receipt of written notice of such breach, the other party may terminate this Work Order. Upon termination of this Work Order by either party, Infor will discontinue the provision of all Services and Licensee will promptly pay Infor for all Services rendered through the effective date of such termination. Termination of this Work Order will not release either party from making payments which may be owing to the other party under the terms of this Work Order. All obligations relating to non -use and nondisclosure of Confidential Information, limitation of liability, and such other terms which by their nature survive termination, will survive termination of this Work Order. WARRANTY; LIMITATION OF LIABILITY Infor will render the Services with reasonable care and skill and will m- perform any portion of the Services that Licensee reasonably demonstrates, within sixty days of the provision of such Services, have not been provided with reasonable care and skill. INFOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE SERVICES AND /OR ANY OTHER MATTER RELATING TO THIS WORK ORDER. INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, INFOR WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. IN NO EVENT WILL INFOR'S LIABILITY IN CONNECTION WITH THE SERVICES OR ANY OTHER MATTERS HEREUNDER EXCEED THE AMOUNTS THAT LICENSEE ACTUALLY PAID TO INFOR FOR THE SERVICES PURSUANT TO THIS WORK ORDER. MISCELLANEOUS Infor Sarvicea We& Order short F.. Agreonu nt (US N., 2012) Page 2 d4 Infor owns and will own all right, title and interest to the Services and any work product generated from the Services ( "Work Product'), and Licensee will execute and deliver to Infor any documents reasonably necessary to vest in Infor all right, title and interest therein. Subject to the terms and conditions of this Work Order, Infer grants Licensee a perpetual, non-exclusive, non - transferable license (without the right to sublease or sublicense) to use and copy for use the Work Product for Licensee's own, internal computing operations, This Work Order will be governed by and construed under the laws of the State of California, as applicable to agreements executed and wholly performed therein, but without regard to the choice of law provisions thereof. Licensee may not assign or transfer any of its rights or obligations under this Work Order, whether by law or otherwise, and any attempt at such assignment will be void without the prior written consent of Infor. A party's failure to enforce its rights with respect to any single or continuing breach of this Work Order will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. Infor will provide all Services as an independent contractor, and no employment or other relationship arises between the parties as a result of the execution of this Work Order, This Work Order contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document, which may be issued by Licensee in connection with this Work Order, does not modify this Work Order. No modification of this Work Order will be effective unless It Is in writing, Is signed by each party, and expressly provides that it amends this Work Order. This Work Order and any signed related document, to the extent signed and delivered by means of digital imaging, electronic mail or a facsimile machine, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. This Work Order may be signed in counterparts. THE PARTIES have executed this Work Order through the signatures of their respective authorized representatives. Licensee Billing Address City of Santa Ana Attn: Information Services Applications Manager 20 Civic Center Plaza, M(S M42 Santa Ana, CA 92601 LICENSEE: Cit anta An Signature: Printed Name: David Cavazos Title: Ci�Manaoer Address: 20 Civic Center Plaza Address: Santa Age, CA 92701 Signature Date: ATT€S� Maria Huizar Clerk of the Council i I M RECOMMENDED FOR AP OVAL: Francisco Gutierrez Executive Director, Finance & Management Services Agency APPROVED AS TO FORM: T�f- Sonia R. Carvalho City Attorney infor SeMcee Work OMer Shed Form Agreement (US Nov 2012) Page 3 of 4 Infor Services WON* Order Short form Agreement (US Nov 20121 Pape 4 ofd