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Home My WebLink AboutLawson Software Americas Inc; 2010-02-16; 00002517.0LAWSON PRODUCT ORDER FORM Lawson Software Customer Agreement Agreement No: 00002517.0 This Product Order Form and the attached Schedules ("POP") is entered into by the Lawson Group company named below and the "Customer" named below (collectively "the Parties"), and is effective as of the latest date signed below after all Parties have signed ("Effective Date"). This POP 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 POP supplement the definitions in the Lawson Master Terms and Conditions. If any terms of this POP conflict with the Lawson Master Terms and Conditions, this POP governs that conflict for only the Products listed in this POP. The Schedule(s) to this POP lists each of the Products Licensed to Customer under this POP, and Schedule 1 to this POP describes additional applicable terms. Certain Products may have additional usage restrictions as described in the Schedule(s) to this POP for that Product. Customer Entity Name: Address: City: State/Zip or Province/Postal Code: Country: City Of Carlsbad 1635 Faraday Ave Carlsbad California 92008 United States Lawson must receive an original manually signed Customer signature on this POP, unless Lawson elects to accept a copy of this POP 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. utnofizea Signature) Claude A. Lewis (Printed Name) Mayor, City of Carlsbad (Title) (Date) Approved As To Form Paul EdHloBsoQ, Deputy ^Assistance City Attorney Product O'cer for.-'. - hng isn Revisec Septemoer '8, 2008, Last Lpcsre Seo:e-roe- 28, 2009 Page ' of A 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 POP. All Products licensed under the Lawson Software Customer Agreement to Customer must have the same maintenance level. 2. Payment Terms. Customer shall pay all net license fees listed in the Schedule(s) to this POP and all Maintenance Fees for the Initial Maintenance Period, plus applicable Taxes, within 60 days after the invoice date. 3. Maintenance Terms and Fees for the Lawson-Maintained Products listed in the Schedule(s) to this POP. 3.1 Initial Maintenance Period. If the Lawson-Maintained Products are delivered on or between June 1 and February 28/29, 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 Maintenance Period" for those Products will commence on delivery and end on the first May 31 st that occurs more than 1 1 months after delivery. 3.2 Maintenance Fees for Initial Maintenance Period. Unless otherwise stated in this POP, 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 license fee listed in the Schedule(s) to this POP 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 POP for each Lawson-Maintained Product that is a Third Party Product. 3.2.1 Maintenance Fee for the PFI Initial Maintenance Period. The annualized Maintenance Fee for the PFI Product for the Initial Maintenance Period is the greater of $17,200 or 20% of the PFI net license fee listed in the Schedule(s) to this POP. If Customer has previously licensed any Products that are superseded by the PFI Product, any prepaid unearned Maintenance Fees for those superseded Products (excluding Third Party-owned Products) shall be applied to the Maintenance Fee for the Initial Maintenance Period for the PFI Product. 3.2.2 Maintenance Fees for Initial Maintenance Period for Lawson System Foundation (LSF). The annualized Maintenance Fees for the Initial Maintenance Period for the maintenance level specified in Section 1 above for each Lawson System Foundation (LSF) Product listed in the Schedule(s) to this POF is the greater of (a) $1 5,000 or (b) 20% of the aggregate net Lawson License Fee for each LSF 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 3.00% increase, and will be payable 30 days before renewal. 3.4 Maintenance Fee Cap for Subsequent Annual Renewals of Maintenance. After the first annual renewal of Maintenance, if Customer continues to renew available Maintenance for all Lawson-Maintained Products listed in the Schedule(s) to this POF, the percentage increase in the annual Maintenance Fee for each annual renewal period specified below will be as follows: For the second annual renewal of Maintenance, the percentage increase in the annual Maintenance Fee will not exceed 4.00 percent of the previous year's annual Maintenance Fee. For the third annual renewal of Maintenance, the percentage increase in the annual Maintenance Fee will not exceed 5.00 percent of the previous year's annual Maintenance Fee. The above cap on annual Maintenance Fee increases does not apply to any Products or users licensed after the Effective Date of this POF or to renewals after the period described in the Maintenance Fee for First Annual Renewal of Maintenance section. Annual Maintenance Fees are payable 30 days before renewal each year. 4. POF Definitions. The following definitions supplement the definitions contained in the Lawson Master Terms and Conditions: 4.1 "LMP" or "Lawson-Maintained Products" means the Products listed in the Schedule(s) to this POF that are initially eligible for Maintenance from Lawson. 4.2 "LMP-REQ'D" means a Lawson-Maintained Product that must remain under Maintenance if Customer is to receive Maintenance for any other Lawson-Maintained Products. Product Orcer Form - English Revised September 18, 2008 Last Update Sepierbe- 28 2009 Page 2 of 4 Schedule 1 to PRODUCri ORDER FORM 4.3 "No IMP" 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 LMP" (if any) in the Schedule(s) to this POP. 4.4 "TP-LMP" means a Third Party Product maintained by Lawson at the Bronze level for only the Initial Maintenance Period. After the Initial Maintenance Period, Maintenance for that Product will be assigned or subcontracted to, and performed and invoiced by the applicable Third Party Supplier. 4.5 "Products" means the Software described in the Schedule(s) to this POP and the Documentation for that Software. 4.6 "S" means source code is delivered with the Product. 4.7 License Term. Unless otherwise specified in the Schedule(s) to this POP, the "License Term" is perpetual for the Products listed in the Schedule(s) to this POP. 4.8 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 "LMP" (Lawson Maintained Product). 5. Maximum Use Designation Definitions. The respective Maximum Use Designations listed in the Schedule(s) to this POP are defined as follows: S3 Definitions 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 POP may be installed and/or run. 5.2 "MCPUC" means " Maximum 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 hardware platform(s) on which the corresponding Software designated as "MCPUC" (if any) in the Schedule(s) to this POP 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 POP, 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 POP, 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 POP. 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 POP, 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 may be installed, designated as "MUS" (if any) in the Schedule(s) to this POP. 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 POP: (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 POP) 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 POP. Product Order Form - English Reviseo September 18, 2008 Page 3 of 4 Last Update Septembe- 28, 2009 Schedule 1 to PRODUCT ORDER FORM 6.2 Disaster Recovery and Failover. If any Products listed in the Schedule(s) to this POP 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 O'der Form - English Revised Septembe' 18. 2008 Last Update Septe-ber 28, 2009 Page t of 4 Schedule 2 to Product Order Form Schedule (S3&SHCM) Agreement Number: Customer Entity Name: Address: City: State/Zip or Province/Postal Code: Country: Client ID: City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 USA [Currency in this schedule:USD The following Products, Users, Servers or CPU's shall be added under the Agreement as listed below: [[SECTION 1.0: PRODUCT == THE PRODUCTS BELOW ARE RESTRICTED TO INSTALLATION AND USE ON ONLY THE PLATFORM TECHNOLOGY INDICATED IN SECTION 1.1 OF THIS SCHEDULE Product Description Sys ID Max Use Designation Type Qty SW Code Maintenance Type Lawson License Fee Third Party License Fee Lawson Business Process Management ProcessFlow Integrator Design Studio - Production Server [Restricted to (1) server] Product Description PFX XMLT Sys ID MCPUC MUN 8 5 Max Use Designation Type Qty S SW Code LMP LMP Maintenance Type 40,000 37,500 Lawson License Fee Third Party License Fee Lawson Enterprise Performance Management Lawson Business Intelligence (named-user based) Incl.: Crystal Reports Server XI R2 Embedded Edition Crystal Reports XI (3 users) [CRAS_ and CRR_- Third Party Owned - Restricted license for use with Lawson Business Intelligence (any data source) only] Business Objects Xcelsius Engage [Third Party Owned - Restricted license for use with Lawson Business Intelligence {any data source) and/or other Lawson Applications only] Lawson Add-ins for Microsoft Office LBINF CRASN CRRN CXENC MOA MUN MCPU MUN MUN MUN 20 [2] [3] [1] 20 LMP LMP LMP LMP 46,000 20,000 SECTION 1.1- ADDRESS & PLATFORM TECHNOLOGY FOR PRODUCTS LISTED IN SECTION 1.0 [Specific Operating System Release & Release level required for delivery of products]Server Address/Location SAME AS ABOVE SAME AS ABOVE SAME AS ABOVE HW Operating System HP-UX PA-RISC HP-UX PA-RISC HP-UX PA-RISC OS Rel. level Database (S3SHCM_CNFICv1.5.3)1/25/2010 1 of 3 Schedule 2 to Product Order Form THE PRODUCTS BELOW ARE RESTRICTED TO INSTALLATION AND USE ON ONLY THE PLATFORM TECHNOLOGY INDICATED IN SECTION 2.1 OF THIS SCHEDULE The following Products, Users, Servers or CPU's shall be added under the Agreement as listed below: [[SECTION 2.0: PRODUCT || Product Description Sys ID Max Use Designation Type Qty sw Code Maintenance Type Lawson License Fee Third Party License Fee Lawson Human Resources Suite Human Resources Management North American Payroll Employee & Manager Self Service HUM PAYNA SHRP MP MP MUN 1100 1100 1100 s s s LMP LMP LMP 70,800 70,800 53,125 [[SECTION 3.0 - Third Party Products Product Description Sys ID Max Use Designation Type Qty SW Code Maintenance Type Lawson License Fee Third Party License Fee Micro Focus ServerExpress (Unix) [(Third Party-Owned) Micro Focus products are restricted to use with the products under the agreement] Micro Focus ServerExpress Compiler (PRODUCTION) Micro Focus ServerExpress Application Runtime (PRODUCTION) Micro Focus ServerExpress Compiler (DEVELOPMENTH"EST) Micro Focus ServerExpress Application Runtime (DEVELOPMENT/TEST) Micro Focus ServerExpress Compiler (DISASTER RECOVERY) Micro Focus ServerExpress Application Runtime (DISASTER RECOVERY) MSC MSX MSC MSX MSC MSX MUC MUC MUC MUC MUC MUC 1 20 1 10 1 20 LMP-REQ'D LMP-REQ'D LMP-REQ'D LMP-REQ'D LMP-REQ'D LMP-REQ'D 3,800 3,200 3,800 1,600 N/C NIC [[Address At Which Server Portion Of Products Are Installed: [Specific Operating System Release & Release tevel required for delivery of products] Micro Focus (PRODUCTION) Micro Focus (DEVELOPMENT/TEST) Micro Focus (FAILOVER) Server Address/Location SAME AS ABOVE SAME AS ABOVE SAME AS ABOVE Product Description Sys ID HW Operating System HP-UX PA-RISC HP-UX PA-RISC HP-UX PA-RISC Max Use Designation Type | Qty SW Code Maintenance Type OS Rel. level Lawson License Fee Database Third Party License Fee BSI Tax Service (Third Party-Owned) BSI TaxFactory [Operating System Version): BSIF BSIF MP | 1100 # No LMP 12,240 (S3SHCM_CNRCv1.5.3)1/25/2010 2 of 3 Schedule 2 to Product Order Form (SECTION 4.0 - LSF PRODUCT LISTING Product Description Sys ID Max Use Designation Type Qty SW Code Maintenance Type Lawson License Fee Third Party License Fee System Foundation Lawson System Foundation - PRODUCTION Third Party IBM Products - Restricted Use (Product Warranty requires that incl.: Specified Customer complete the compulsory training necessary for this Product's use). Lawson System Foundation - For use: LSF for use with LBI LSF for use in Test/Development/Training LSF LSF LSF MCPUC MCPUC MCPUC 8 2 2 LMP-REQ'D LMP-REQ'D LMP-REQ'D 71,500 N/C N/C SECTION 4.1 - ADDRESS & PLATFORM TECHNOLOGY FOR PRODUCTS LISTED IN SECTION 4.0 LSF for use (Y/N): Y Y Y Y LSF for use in PRODUCTION LSF for use with LBI LSF for use in Test/Development LSF for use in DISASTER RECOVERY Server Address/Location HW Operating System HP-UX PA-RISC Windows HP-UX PA-RISC OS Rel. level Database HSECTION 5.0 - LICENSE FEES PAYABLE FOR THIS SCHEDULE: Third Party License Fee Lawson License Fee FEES PAYABLE 1. Gross License Fees: 2. Net License Fees Total 1.0, 2.0 and 3.0 3. Net License Fees for LSF section 4.0 TOTAL LICENSE FEES PAYABLE (S3SHCM_CNFICv1.5.3)1/25/2010 3 of 3