HomeMy WebLinkAbout09-13-84-10 - Resolution - 09/13/1984RESOLUTION NO. 09-13-84-10
A RESOLUTION AUTHORIZING THE CITY MANAGER TO SIGN A CONTRACT WITE
NIXDORF COMPUTER, INC.
WHEREAS, on the 23rd day of August, 1984, the City
Council met and considered the contract worked out between the
City Staff and Nixdorf Computer, Inc. attached hereto as Exhibit
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS, THAT:
After consideration of the contract with Nixdorf
',Computer, Inc., the City Council hereby authorizes the City
.jManager to execute the contract attached hereto.
PASSED AND APPROVED this 13th day of Se.Dtember
19 84 .
ATTEST ·
-TY SECRET~
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9/11/84
PURCHASE AND MAINTENANCE
AGREEMENT
On this the'"/~day of~/q~l~ , 1984, the CITY OF COLLEGE
STATION, a Texas Municipal Corporation, hereinafter referred to
as BUYER, and NIXDORF COMPUTER CORPORATION, hereinafter referred
to as SELLER, enter into this Agreement whereby BUYER agrees to
buy and SELLER agrees to sell hardware ("Hardware") and the
licensed operating system software ("Operating System Software")
together hereinafter referenced to as "Equipment"; and further
agrees to license application software ("Software"), subject to
the following terms and conditions:
I.
SELLER agrees to provide and include all necessary Equipment
Software maintenance and training systems from a single source to
insure a turnkey system, which system shall meet the data
processing needs of the Police Department, Municipal Court, and
Fire Department of the City of College Station as specified in
SELLER's specifications herein.
SELLER grants a perpetual non-transferable, non-exclusive
license to customer to use such Software in accordance with
the terms of the Application Software License and Development
Agreement attached hereto as Exhibit "Es. SELLER shall
provide the software listed in the attached Exhibit "Hu, and
BUYER shall pay the cost of such Software referenced
therein. The Source Code for the proposed system
Application Software shall be provided to the City and kept
secured at the Police Department. BUYER may copy Source
Code, but all copies shall be subject to the terms contained
in this agreement. BUYER will not allow the Source Code to
be given, loaned, or sold to any business, person, or other
entity. Copies of the Source Code will be made for the
internal use of the Police Department of the. City of College
Station, but under no circumstancee will any copies be given
by anyone to other than authorized City personnel. Authorized
City personnel will be designated by the City Hanager, and
any changes in such personnel shall be made by written notice
to SELLER at the address specified herein and which may be
changed from time to time by written notice. Ail data shall
be treated as confidential and proprietary and will not be
released without written authorization from the City Hanager
of the City of College Station.
B. &ll Software, additional Software, documentation and data
files shall be the property of SELLER, if developed by
SELLER; BUYER, if developed by BUYER; or as may otherwise be
agreed to in writing.
C. The Equipment is to support the data processing needs of the
City of College Station Nunicipal Court, Police Department,
and Fire Department. The minimum system requirements shall
include~
1o Twenty-four hours per day availability for Equipment
service and support.
2. A disk or tape backup capability to protect against
loss of data due to malfunctions.
3. Nulti-tasking to allow all terminals to run
different programs concurrently.
4. The ability to have all of its terminals and systems
where specified to con~unicate with the TLETS network
in accordance with the Schedule described in Exhibit C,
using the existing twelve hundred baud ICC 40 plus
multiline drop circuit in the manner acceptable to the
Texas Department of Public Safety, and the ability to
communicate with a yet to be established regional
criminal information computer center that uses
industry standard protocol.
5. Be 'user friendly' designed to give the user
prompt responses and understandable error messages
that instruct the user. System prompts should be
clear and understandable.
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6. Provide programs written in a high level language
that is transportable and up~radable to a Nixdorf
compatible system without significant revision.
7. Provide programs that are menu driven to make
program access easier and ~ore secure.
8. Provide police and court modules that are fully
interfaced to avoid duplication of tasks.
9. Provide detailed system security methodolg¥ to
insure unauthorized access to secured data is
prevented.
10. Prevent the user during routine use from inadvertently
clearing a format or other program or system-oriented
function that ~ould require a programmer to repair.
11. Provide program~inq for the Municipal Court to
maintain all records necessary to efficiently
and effectively manage the Municipal Court,
including all docket records with in-depth Defendant
information, reset, disposition, fine, fee, court
cost, payment, appeal, bond, warning notices, and
warrant information.
12. Process and maintain all data in accordance with Texas
law and procedures for Municipal Court in effect after
3anuary 1, 1984. BUYER shall define these requirements
to SSLLER.
13. The minimum system shall address the following=
a. Automating the structured, labor intensive and
repetitious handling of court documents to
efficiently handle current and projected work
loads;
b. Ability to perform specific searches and produce
reports using multiple free form keys in the docket
and case
c. System design that minimizes reliance on the
user to follow up on secondary matters such as
juveniles reaching 17 and needing a warrant, and
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suppression or clearance of warrants when cases
are paid, reset or appealed;
d. Providing on-line access to case information;
e. Automatic preparation of the Judgees docket;
f. The automatic issuance of warning notices and
arrest warrants;
g. Financial accounting and audit trails for court
funds; and
h. Automated cash receipting.
The following features shall be included in the
system:
a. Parking ticket entry and payments;
b. Weekly report listing all licenses with
multiple unpaid tickets;
c. Past due notice cards addressed for mailing to
registered owners of vehicles;
d. List of vehicles and registered address to aid
traffic officers in finding vehicles for impound-
ment, if necessary;
e. Traffic and Class C offense docketing:
--Allow multiple court and trial setting times;
--Automatic complaint preparation from ticket
entry process (one step data entry of
tickets);
--Complaint template feature, maintainable by
the user, to provide a standard template for
each violation type, where the variable
portions, such as name, location of offense,
etc., are included automatically at the same
time as docket entry;
--Minimum docket information included should be
ticket number, original court date, number and
time, offense date, time and location (checked
against street locator files), beat and reporting
area of offense, defendant*s name, race, sex, date
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of birth, age, juvenile indication, physical
description, vehicle information, arresting
officer, docket number (multiple cases per ticket
allowed), violation code and description, case
status, plea, judgment, fine, court costs, warrant
fee, appeal status, paid, partial, Jury trial
requested, payment date, receipt number, alias,
capias, bond type, date, and number, date of final
notice, notice of final conviction sent to state,
and warrant, regional warrant file number, and
total amount due~
--Bond and appeal tracking~
--Automatic printing of complaints ready for
signature;
--Active cases and warrant reports!
--Automatic preparation of the Judqe's docket;
--Court dispositions report and analysis~
--Officers' trial date reports~
--Automatic generation of final warning notices
prior to arrest warrant for alias casesl
--Automatic generation of arrest warrants with
direct interface to NC/TCIC files~
--Capias warrant handling~
--Monthly citations analysis, reporting
officer activity with analysis by violation
type for selective enforcement~
--Automatic warrant clearance, when a change
occurs such as reset or payment that would
require a warrant to be cleared,
automatically entered directly to NC/TCIC
via the switcher interface~
--Provision for automatic Failure to Appear
case processing~
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--Check-in cards to facilitate efficient
operation of the courts by allowing
defendants to be processed in an orderly
way.
f. Automated cash receipting system=
--Real time processing of cash receipts from
tickets, wrecker and pound storage fees,
kennel fees, and other miscellaneous sources;
--Automatic real time receipt generation at
the time of cash receipt;
--Automatic real time docket and parking
ticket file updating with audit trails at
time of cash receipt with automatic warrant
clearance, if applicable~
--On demand cash receipts journal for any
period of time, such as daily, weekly, and
monthly, with recaps by method of Dayment and
payment type, such as tickets, and fees with
court costs broken down for each type of
cost.
g. Vehicle pound control system:
--Entry of vehicles impounded with owner/
driver information;
--Automatic stolen vehicle check through
TCIC/NC~C~
--Inventory of vehicles in pound~
--Automatic calculation of storage fees;
--Wrecker fee accounting and trails for
accounts payable;
--%ehicle release document automatically
printed with released to information ready
for signature.
The Police Information Management System must
collect, analyze and report data relating to calls
for police services, offense/incident reports,
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tra£;lc accidents, persons and articles checked
via ?LE?Sw traffic stopsw and arrests. It must
provide critics! information to police dispatchers;
field offlcers~ and investigators through on-line~
interactive subsystems. System reports must
detail information to police managers relating to
performance levels, resource utilization, and
crime patterns.
16. Ha~or system components include Computer Ass£sted
Dispatch (CAD), OEfense/Zncident reporting~ UCR~
Offender/Arrest information, Property information
and Management information.
17. The system shall reduce the potential for errors,
maintain accurate information because o~ built in
quality assurance techniques, provide for fast and
easy on-line access to information through flexible
yet specific reports and searches of all files.
18. ?ypical reports shall include personnel performance
evaluations, response times ~hen answering calls, and
crime analysis, that shall keep management informed
as to the Department's performance and activities.
19. Features presently demonstrable in an actual user
environment°
20. The follo~ing features shall be included in the
proposed system;
a. Computer aided dispatch (CADS):
--Capability of handling up to thirty-t~o
terminals provided BUYER procures necessary
system expansion;
--Hard copy call sheet routing to dispatcher by
location of call or othet criteria;
--A user friendly help screen .to assist the user
tn detet~atning correct syntax;
--Rapid entry format to aid in entering calls fo:
police and fire service quickly;
--Printed call sheet with call information ~or
each unit to be assignedl
--Validation of locations with street locator and
intersection files showing cross streets and
hazardous locations;
--After establishing table, an automatic
recording of beat assignment reporting area;
--Validation of type of call signal 'code with
user prompt of number of officers to send and
emergency designation;
--Flexible element assignment, unassignment, and
reassignmentl
--Automatic recording of time call received, time
call dispatched, time of arrival at scene by
first unit, and time last unit cleared;
--For ~ire only, record of 'at station' and 'at
hospital' times;
--Easy clearing of up to five elements at a time~
--Element clearing times and call clearing times
coordinated automatically so that only the unit
number need be entered to update the status of
a current call record;
--Officer badge number automatically tracked in
all calls, markouts~ TLETS checks, offense and
arrest records~
--Call disposition code system to account ~or
various call dispositions such as duplicate
calls, faulty burglar alarms, no report
written, etc.;
--Simultaneous handling of police, fire, and EMT
(emergency medical team) incidents;
--Markout capability for traffic stops, food
breaks, routine investigations, etc.;
--Automatic stolen vehicle checks on traffic
stops, vehicle impoundments and alias parking
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ticket checks through regional, ?CZC and NCIC via
the direct multi-terminal CADS/DPS interfacel
--Reviews by elements, beat, reporting area, call
or markout type, location, complainant name,
and comment field (free form), optionally by
date and watchl
--Reviews either displayed or printedz
--Checks of parking ticket file for unpaid
parking tickets by vehicle license number with
automatic stolen vehicle check through
TCIC/NCZC~
--Access to personnel system for name, phone
number, address, doctor's name, allergies,
etc. by either name or badge number~
--Direct interface to TC~C switcher for all
normal checks and message traffic from any
number of terminals with only one mnemonic
address and message responses automatically
routed back to originating terminal~
--Searchable log of all TLETS checks with all
name, race, sex, date of birth, vehicle
license, description, location, date, time, and
officer making the check~
--All call file information readily available for
UCR/staff review processing.
b. Facility for entering calls for police and fire
service after-the-fact from manual call cards
as a backup for CADS°
c. Call file reports~
--Daily reports of call activity by element,
beat, and reporting area with response time,
total handling elapsed times, call type,
complainant's name, and call comments~
--Ad hoc reports based upon searches with
multiple free form or partial keys.
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d. O££ender profile 87stem:
--Haintain record of each person handled by the
department ~or vhom there is a ~ac~et~
--Provision for master name and vehicle index of
offenders, complainants and suspects~
--Information stored should include name, race,
sex, date of birth, age, physical description,
driver's license number, social security
number, penal code charge of last offense, up
to three alias or nicknames, vehicle
information, comments, and NCIC fingerprint
classification~
--Searches with all of the above keys with range
checks on age, height and weight~
--Searches shall be with partial information or
free floating and can include partial or
complete latent fingerprint searches.
e. Offense information system=
--Use of call record in the offense record, UCR,
property, evidence, and arrest information~
--Reporting officer and investigator assigned
tracking~
--Complainant information~
--Offense classification by penal code and UCR
code~
--Entry and search capability of UCR, object of
attack, and up to five class of property codes~
--Days, dates and times of occurrence entries and
searches~
--Automatic generation of monthly OCR return "A"
and supplement to return "A" with both juvenile
and adult arrest reports in accordance with
Texas standards ready for mailing to the State~
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--UCR reports providing detailed trails of UCR
transactions, status changes~ arrests, and
property adjustments to assure accuracy~
--Complete flexibility for supplements and
classification changes~
--Arrest information, filed on status,
disposition of juveniles, and jurisdiction
codes for UCR reports~
--Security for juvenile information.
f. Automated property in~ormation system:
--Personal property registration sub-system for
voluntary citizen registration of bicycles and
other articles which have a serial number~
--Searches by serial number for registration
checks of suspected stolen property during
field interrogations~
--Stolen, lost and recovered property recorded
during offense review phase and filed with
description, serial number, NCIC number, value
and class of property~
--Property recovery tracking~
--Searches off property file by any of the above
keys for property room control, and offense
investiqation~
--Direct interface with UCR reports.
g. Personnel and payroll system:
--Maintains records of all employees with home
address, phone number, emergency notification
information, personal doctor, hospital
preference, and other comments~
--Allows information about overtime, compensatory
time, sick time, vacation time, and holiday
time to be entered~
--A weekly, bi-weekly, semi-monthly, or monthly
report can be printed to provide the basis for
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input to the municipal payroll system, leaving
trails for police management to account for
employee time utilization,
h. Real time pattern detection:
--Using the above information, a crime analysis
capability to enhance manpower utilization with
real time predictions of likely crime locations
and times;
--Hames of possible perpetrators, suspect
vehicles;
--Correlation with suspicious activities, field
interrogations, alarm and prowler calls7
--Enhanced crime preventing;
--Assistance in achieving higher clearance rates,
timely detection, and analysis of rapidly developing
patterns.
i. Other capabilities:
--Haintain information on business names, addresses,
and key personnel;
--Naintain file of alarm permits, coordinate
ala=~ calls, and do billing of alarm service
fees;
--Konthly performance reports on all field
officers and investigators~
--Activity level reports for use in personnel
allocation analysis;
--Interaction with Hunicipsl Court system to
coordinate selective enforcement activitiesl
--Haintain information on filed interrogations
coordinated with offender profiles and master
name index.
The fire system must:
s. Collect and maintain key data relating to fire and
EHT calls;
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b. Allow for review and analMsis of non-call activity
such as training, building inspections, and
apparatus maintenance~
c. Naintain case status of fires under investigation~
d. Maintain detailed information on EMT incidents
with definitive therapy, drug rotation, patient
information, etc.~
e. Report fire department activity in accordance with
Texas Fire Incident Reporting System (TEXFIRS)
requirements~ and
f. Maintain records of fire prevention programs and
company inspection programs.
22. The following features shall be included in the
proposed systems
a. Fire call record created by CADS;
b. Expansion of call record into Texas Fire Incident
Reporting System (TEXFIRS) filer
c. TEXFIRS file to include incident number, incident
date, time and day, district, grid, exposure
number, time period, location, zip code, census
tract, occupant, owner, method of alarm, type of
situation found, action taken, shift, number o~
alarms, mutual aid, mutual aid ~ire department,
fixed property code, mobile property code, year,
make, model, serial number, and license, apparatus,
investigation status, area of fire origin, level of
fire origin, termination stage, equipment involved
information, form of heat of ignition, Corm of heat
code, ignition factor, structure, method, extent of
flame, smoke and water damage, extent of fire
control damage, detector performance, and insurance
coverage~
d. Specific reports based on searches with at least
four of the above keys~
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23.
e. Monthly and annual reports for fire department
cells for service and activity;
f. Emergency medical technicians:
--EMT call record created by CADS;
--Expansions of call record into in-depth
treatment and victim analysis record~
--EM? file includes incident number, patient
number (1 of 2, 2 of 2, etc.), incident date,
time, call classification, mutual aid, mutual
aid department, shift, location, patient name,
£njury/illness/drugs/IV/aid codes, complaint,
condition, vital signs, hospital, and remarks~
--Ad hoc reports based on searches with the above
keys;
--Monthly and annual reports for fire department
calls for service and activity.
g. Fire inspections system:
--Maintain building information file with
location, district, grid, property use,
occupant, property classification, owner,
person to contact, comment, special
information, hazardous materials information,
and dates of last and next inspection~
--Maintain inspections file with information on
person contacted, violations found and
citations issued.
Training=
a. SELLER will develop and conduct training .
programs to allow operating personnel to become
knowledgeable with the system's operation and
reguirements~
b. The training shall be oriented to optimum use
of the equipment, proper non-technical care and
operation, and characteristics of faulty
operation;
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24,
25.
c. Training shall include the ffunction and
operation vith regard to normal daily
operations and abnormal events such as power
outagesl
d. The instructor shall give operational
demonstrations of all contractor supplied
equipment and will permit "hands-on' operation
by traineesl
e. Simultaneous scheduling shall be used in order
to facilitate an operational demonstration of
the complete system during each of the three
working shifts of the Police Departmentl
Provide in the event of power failurev a protection
feature that pre-detects an AC power failure and, in
the one to t~o milliseconds before the processor
shuts downy stores the current registers and program
counter. The system shall subsequently return to the
state prior to shutdown.
a. Local terminal response for normal mix
applications will average three seconds. Normal
mix applications shall include by way of
exa~ple~ court applications, record management
and intelligence applications!
b. Local terminal response for computer-aided
dispatching will average one and one-half secondsl
c. Response time standards shall not be applicable
to (1) applications involving communications,
including TLETS~ or (2) applications utilizing
remote terminals~ or (3) applications which
generate product reports, utilize background
processing or involve extensive inquiries
against the data base which may adversely effect
response time7
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Response time for purposes of this agreement is
defined ss the time required to run a program
~rom a CRT which once called into operation
opens a file, reads a record, writes a new
record to a file, and responds to the CRT with a
message,
II.
SELLER agrees to convey to BUYER the Equipment listed in the
attached Exhibit 'Al, and BUYER agrees to purchase the Equipment
at the cost referenced therein for the Hardware. Payment for the
Equipment shall be made in four (4) equal installments; the first
will become due upon the installation of Equipment on the sixth
week, the second on the twelfth week, the third on the eighteenth
week, and the fourth on the twenty-fourth week. In no event will
payment be made before the installation of the Equipment.
Further, as a condition precedent to the payment, BUYER shall
have thirty (30) days after installation to accept or reject any
Equipment as provided for under Article IV of this contract.
III.
Prior to delivery, BUYER shall prepare the site for installation
in accordance with SELLBR'H specifications, installation manual,
and instructions. SELLER shall provide, at BUYER'S request, a
service representative who shall provide consultations to BUYER
to prepare the site for installation. SELLER shall install the
equipment at BUYER'S location.
IV.
Delivery of equipment shall be made F.O.B. destination. Risk
of loss or damage to equipment while in transit shall not pass to
BUYER. BUYER agrees to pay all freight charges within thirty
(30) days of receipt of invoicing therefor. After SELLER
presents written notice to BUYER of installation, BUYER shall
have thirty (30) days to accept or reject any Equipment. Unless
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BUYER notifies SELLER~ in writing, within thirty (30) days of
installation, that the Equipment does not comply with specifica-
tions and is not acceptable, it shall be deemed to have been
installed and accepted by BUYER. Upon receipt of any objection,
SELLER will have thirty (30) days to supplement and/or cure the
objection. The failure of SELLER to substitute or otherwise cure
the defect shall be considered a default. In the event of
default, BUYER shall have the riqht to rescind the contract and
SELLER shall reimburse BUYER for all amounts received under
Article II. Any waiver of such default by BUYER will not consti-
tute a waiver to any other defect in the contract or right to
object to any other default by SELLER.
The Equipment and Software shall be installed by SELLER in
accordance with the implementation schedule attached hereto as
Exhibit 'C'. No payment shall be made prior to the specified
installation. Upon SELLER'S failure to meet the installation
schedule contained in Exhibit "C", BUYER shall have the option of
requirinq liquidated damages from SELLER of Two Hundred ($200.00)
Dollars per day for the first day and One Hundred ($100.00)
Dollars for each subsequent day that each scheduled installation
and implementation remains uncured to a maximum of five (5%)
percent of the purchase order amount, or to declare SELLER to be
in default on the contract. In the event of default, BUYER shall
have the right to rescind the contract and SELLER shall reimburse
BUYER for all amounts received under Article II. SELLER'S
liability on liquidated damages is limited to the installation
requirements, not including documentation and training.
Documentation will be provided with regard to each module in
accordance with the workplan/schedule attached as Exhibit 'C" as
determined by the documentation dates specified therein and will
include complete operation and systems documentation (referred to
herein as "documentation"). BUYER will have thirty (30) days
-,',- 00 530
from the receipt of said documentation to review and submit
ob~ections. SELLER will have thirty (30) days to supplement
and/or a~end the docu~entstion. Any waiver of such default by
BUYER will not constitute a waiver to any other defect in the
contract or the riqht to object to any other default by SELLER.
In the event that SELLER fails to provide the TLETS communication
protocol approved by the Texas Department of Public Safety within
thirty (30) days of the ~plementation schedule for the Equipment
and Software, SELLER shall have the riqht to rescind this con-
tract upon ten (10) days prior written notice to the BUYER.
BUYER will return all Equipment and Software to SELLER at the
place of installation and SELLER shall reimburse BUYER for all
amounts received under Article
VI.
This Agreement and each contract hereunder shall be construed in
accordance with the laws of Texas. The ter~s of this aqreement
may not be altered, amended or supplemented without the approval
of the City Hanager of the City of Colleqe Station. Any term,
provision or condition contained in this Aqreement shall be
controllinq unlese euch inconsistent term, provision or condition
shall have been expressly waived in writinq by both BUYER and
SELLER.
Maintenance for the ~ardware shall be provided at the City
Colleqe Station Police and Fire Department. Any additional loca-
tions shall be covered by this contract by the execution of addi-
tional Supplements. The City of Colleqe Station will pay flor any
equipment movinq and installation costs incurred by movinq to
additional buildinqs or by relocatinq.
Naintenance to be provided pursuant to this Agreement will be
furnished to the BUYER only at the BUYER'S location described in
each executed Supplement. Full and free access to the Equipment
in order to service it will be provided to SELLER at times agree-
able to both parties,
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SELLER shall provide BUYER with preventive and remedial mainte-
nance services on the hardware and software furnished by this
contract. Such services shall consist of all adjustments,
repairs, and parts replacement necessary to keep the Equipment in
or restore it to good ~orking order and perform the functions
specified herein.
The BUYER shall pay to SELLER in advance on the first day of each
calendar month the basic monthly maintenance charges set forth on
each Supplement (and a pro-rata share for that portion of the
month, if any, from the day after Equipment installation to the
last day of the month). These charges are the charges in effect
on the date each Supplement is executed and are subject to change
by SELLER at any time to SELLER'S then current published rates
upon thirty (30) days prior written notice to the BUYER, not to
exceed twelve percent (12%) per twelve (12) month period. Should
this Agreement be of a duration greater than three (3) years with
respect to any Supplement, charges for the fourth and succeeding
years will be at SELLERtS then current published rates.
The basic monthly maintenance charges entitle the BUYER to pre-
ventive inspection or maintenance as required and on-call remedi-
al maintenance service during normal service hours for Equipment
located within fifty (50) miles of the nearest SELLER service
center. Should the nearest SELLER service center be moved more
than fifty miles away after the Equipment is installed, no addi-
tional monthly charges will accrue by reason of distance during
the terms of a Supplement. SELLER shall determine the frequency
of preventive inspection and the degree of preventive mainte-
nance.
BUYER shall receive basic quarterly preventive maintenance
inspection and on-call remedial service from a local representa-
tive of SELLER. Remedial maintenance shall be performed during
normal business hours, 8~00 A.M. to 5~00 P.M., Monday through
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00&532
Friday, excluding national holidays. Service requested within
two (2) hours of the end o£ normal business hours will normally
be performed the following business morning. In the event that
BUYER determines service must be performed the same day as
requested, any time beyond normal service hours will be billed at
the then current travel and hourly rates subject to such minimum
or response charges as may then be in effect.
Contracted service initiated during normal business hours and
continuing after normal business hours will be subject to a two
hour grace period before billable service period will commence.
Any additional charges for services not included in the basic
monthly maintenance charges will be invoiced to BUYER as occurred
and will be payable monthly by BUYER. Maintenance charges shall
not commence until expiration of the warranty under Article XI.
Mandatory engineering change orders deemed by SELLER to be neces-
sary from time to time for improvement of BUYER'S Equipment
reliability or performance shall be installed after BUYER'S
normal business hours.
BUYER shall notify SELLER promptly when it believes that the
equipment or operating system ts malfunctioning. During normal
business hours, SELLER shall respond with service within two (2)
hours of receiving a service call from BUYER on a best efforts
basis.
Services provided by SELLER are limited to maintaining the equip-
ment in normal use for the purposes for which it was intended by
the manufacturer and exclude (a) electrical work external to the
Equipment, (b) changes or alterations made by BUYER in specifica-
tions, such as attachment of foreign devices, (c) furnishing
supplies or accessories, attachments or other devices including
removable media and other items subject to damage or deteriora-
00 533
tion due to BUYER removal, handling and installation of such as
disk packs and diskettes, (d) replacement of parts or repair of
damages resulting from accident, neglect or misuse, failure of
electrical power, air conditioning or humidity control, fire or
other casualty, (e) defects or damage caused by any person other
than SELLER'S authorized service representative, and (f) parts or
placement caused by Equipment operating in an environment which
does not conform to SELLER'S installment specifications.
SELLER shall provide services by SELLER representative and BUYER
shall pay for such services according to the attached Exhibit
In the event of relocation or reinstallation of Equipment, SELLER
shall provide such services on a time and materials basis at
their current rates.
BUYER will provide SELLER with a statement of BUYER"S tax exempt
status and number.
Finance charges not exceeding one and one-half percent (1.5%) Der
month subject to applicable law may be made on past due accounts.
Maintenance charges under Article VII shall not become due until
thirty (30) days from BUYER'S receipt of the invoice.
VIII.
SELLER shall provide service and replacement parts as may be
required for a period consistent with the life of the Equipment
or for a period of not less than five ($) years, renewable annu-
ally requiring two (2) years notice for termination. Notice
shall be given on the anniversary date of the signing of this
contract. If SELLER does not have on hand replacement parts for
the Equipment, BUYER shall only be responsible for the cost of
such part if it were on hand to SELLER. Parts used in the per-
00/ 53 '
formance of BE~LER'S maintenance obligations shall b~ new but may
be refurbished such that the parts are equivalent to new, All
parts used in the equipment must be within a twenty-four hour
period shipping distance.
Patent Indemnification
A. SELLER, at its expense, shall defend any claim or proceeding
brought against BUYER which is asserted on the basis that any
part of the Equipment furnished hereunder constitutes an
infringement of any United States patent, and will pay the
costs and damages finally awarded, provided BUYER notifies
SELLER promptly in writing of such claim or proceeding
brought against BUYER and gives full and complete authority,
information, and assistance to SELLER in the defense of such
claim or proceeding, and further provided, that SELLER shall
have sole control over the defense of any claim or proceeding
and all negotiations for its settlement or compromise.
SELLER is not liable for any costs or expenses incurred with-
out SELLER"S written authorization. If the Equipment is
finally held to be infringing and its use is enjoined, SELLER
aha11, at its sole option, either~ (i) procure for BUYER the
right to continue to use such Equipment, or (ii) modify such
equipment so that it become non-infringing without impairing
its performance, or (iii) accept return of the Equipment.
B. SELLER shall have no liability to BUYER if any allegation
of patent infringement is based upon or related to the inter-
connection and/or use of the Equipment in combination with
hardware or other devices not furnished by SELLER, or upon
any use of the Equipment in performing any service or process
or upon any use of the Eauipment not approved by SELLER.
SELLER shall not be responsible for any related costs or
expenses incurred by BUYER unless incurred at SELLER'S
instruction.
00/,535
¢. The foregoing states SELLER'S entire liabilit~ with respect
to infringement of patents by the Equip~ent, any part there-
o~, or by its operation or use.
Operating System Software
A. For the purposes of this provision, licensed Operating
System Software shall be deemed to include standard asso-
ciated documentation provided by SELLER. SELLER grants
to BUYER non-exclusive, non-transferable license to use
and operate the Operating System Software listed on each
Supplement, subject to the [ollowing terms and condi-
tions:
a. The Operating System Software or any part thereo~ may
be used only on the central processing unit or other
single unit of SELLER Equipment on which the Operat-
ing System Software is ~irst installed;
b. BUYER shall not make available by transfer, sub-
license, or otherwise, the Operating System Software
or any part or copies thereo~ to any third party
without SELLER"S express written consent;
c. Title to all Operating System So[tware provided under
this Agreement or any Supplement hereto shall remain
vested in SELLERI
d. BUYER shall not copy in whole or in part any Operat-
ing System Software provided hereunder without the
express written consent of SELLER, except that two
copies may be generated Eot emergency back-up pur-
poses;
e. BUYER shall maintain intact any proprietary or copy-
right notices included in any Operating System So~t-
yarc or printed materials in vhole or in part
~urnlshed by SELLER and reproduce and include such
notices on any copies or ~odifications made by BUYER.
B. No title to or ownership o£ the Operating System Software
or any parts thereo~ is transferred to BUYSRo BUYER
00 .536
acknowledges that SELLER has a proprietary interest in
all Operating System Software licensed hereunder and that
such Operating System Software represents · valuable
asset of SELLER which would be significantly impaired or
destroyed by its unauthorized disclosure, use or repro-
duction. BUYERtS rights and obligations under this pro-
vision shall survive the termination of this license,
unless sooner terminated for failure to comply with the
license terms and conditions stated herein, and BUYER
agrees, upon such termination, (i) to immediately return
or destroy the relevant Operating System Software
furnished and all portions and copies thereof; (ii) to
certify to SELLER that no portions or copies of the
Operating System Software are in BUYER'S possession and
the BUYER has not provided portions or copies thereof to
any third oarty.
If BUYER desires to sell purchased Equipment to a third party,
BUYER shall notify SELLER in writing and BUYER may not transfer
or provide Operating System Software to the purchaser without the
purchaser's prior execution of SELLER Software License Agreement
covering such Operating System Software.
XI.
SELLER warrants that the Equipment at the time of initial instal-
lation will be in good working order and will conform to SELLER'S
then published specifications for a period of ninety (90) days
from installation, provided that the Equipment was not altered,
adjusted, handled, operated or stored while other than in accord-
ance with SELLER'S specifications and instruction. All Equipment
is supplied subject to this warranty and SELLER'S obligation
hereunder is limited to the repair or replacement at SELLER'S
option of any part of the Equipment which does not conform to
this warranty. All replaced parts shall be the property of
SELLER. SELLER'S obligation under this warranty is conditioned
-24-
00A537
upon the BUYER granting full and free access to the Equipment.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND
THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING~ HUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE EQUIPMENT OR
SERVICES FURNISHED HEREUNDER.
XII.
BUYER'S EXCLUSIVE REMEDY AND SELLERtS ENTIRE LIABILITY IN CON-
TRACT, TORT OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE EQUIPMENT AND SERVICES PROVIDED UNDER TSIS AGREEMENT AND
ALL SUPPLEMENTS TO THIS AGREEMENT IS LIMITED TO PAYMENT BY SELLER
OF ACTUAL DAMAGES, NOT TO EXCEED THE PURCHASE PRICE OF THE EQUIP-
MENT. SELLER WILL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES
FOR LOSS OF DATA, PROFITS OR GOODWILL, OR FOR INCIDENTAL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF SELLER HAS
SEEN ADVISED OF TEE POSSIBILITY OF SUCH LOSS OR DAMAGES, NOR WILL
SELLER BE LIABLE FOR ANY CLAIM AGAINST BUYER BY A THIRD PARTY.
XIII.
The following ninety-five percent (95%) availability standard
shall be maintained by SELLER for the 600 Central Processor
located within a fifty (50) mile radius of SELLER service
centers.
"System Downtime' shall be defined as that period of time, during
BUYER's normal business hours, when a system (defined as the 600
Central Processor and its integral units) is unavailable for pro-
ductive use after a service request has been made by the BUYER.
"Excessive Downtime' shall be defined as system downtime with
respect to a given system in excess of five percent (5%) of the
total BUYER planned availability hours (minimum 176 hours) during
any consecutive thirty (30) day period.
-25-
00/,,.538
Neither a system nor a unit shall be deemed unavailable for use
if such unavailability results from causes as described in
Article VII, paragraph ten, or from conditions external to the
system or unit and not the responsibility of SELLER.
In the event of excessive downtime, BUYER shall notify SELLER in
writing and SELLER shall, at no charge to the BUYER, and within
two (2) days of receipt of such notice at a time designated by
BUYER, cause technical support personnel to arrive on-site to
inspect, identify and correct any problems found. At such time,
SELLER shall expeditiously, and at its option, replace the defec-
tive part(s) within the unit(s) and/or device(s) responsible for
the system downtime and thereafter SELLER, again at no charge to
the BUYER shall monitor (on a daily basis) such unit(s) or
device(s) for a period of thirty (30) consecutive days. In the
event that the unit performs at below the ninety-five percent
(95%) after the thirty (30) day period, SELLER, shall as it deems
necessary, modularly rebuild the defective unit.
XIV.
The parties agree that this agreement, executed by authorized
representatives of each party, constitutes the complete and
exclusive statement of the agreement between the parties, and
supercede all prior or contemporaneous proposals, oral or
written, understandings, representations, conditions, warranties,
covenants, and all other conuuunications between the parties
relating to this agreement.
XV.
SELLER, shall not be liable for any delay or failure to perform
its obligations due to the fault of BUYER or any other cause
beyond its reasonable control including, without limitation,
fire, accident, act of public enemy, war, rebellion, insurrec-
tion, sabotage, transport delay, Acts of God, government or the
Judiciary. SELLER shall provide the replacement components to
-26-
00 539
the hardware purchased by BUYER under this contract. If SELLER
is unable to secure replacement parts from SELLER'S inventory,
BUYER will only pay the cost of an inventoried replacement part
even if SELLER must replace the part by special manuffacturer or
replace whole units as a result of the inability to secure the
replacement part by SELLER.
XVI.
At the time of the signing of the agreement, SELLER shall provide
BUYER with a performance bond issued by a reliable surety company
licensed in Texas and approved by SELLER. The bond shall be in
the amount of one hundred (100%) percent of the total contract
price for a term of ninety (90) days ~rom installation.
XVII.
SELLER shall retain all information belonging to or provided by
BUYER, in writing, and described as proprietary in the strictest
confidence and shall neither use it nor disclose it to any third
party, and SELLER shall instruct each of its employees not to
disclose such information. SELLER shall exercise reasonable care
with respect to its obligations under this Section, but not less
than that which it exercises with regard to its own confidential
or proprietary information. SELLER'S obligation to treat infor-
mation or material as confidential or proprietary as described in
this Section shall not apply in the event that such information
or material= (i) is in the general public domainl (ii) is
previously known to SELLERI (iii) is subsequently rightfully made
known to SELLER~ or (iv) is required to be disclosed pursuant to
judicial or governmental action.
All noticee ehall be in writing and all noticee and paymentsshall
be sent to BUYER or SELLER at their respective addresses listed
in this Agreement or such addresses as which may be from time to
time designated by written notice to the other party.
-27-
00 5 0
North B. Bardell
City Nanager
P. O. Box 9960
College Station, Tx 77840
Nixdorf Customer Administration
168 Middlesex Turnpike
Burlington, ~ 01803
XIX.
If any provision in this Agreement is for any reason invalid, the
remainder of this Agreement shall not be affected hereby and
shall be in full force and effect as agreed to by the parties
hereto
ACCEPTED: CITY OF COLLEGE STATION
ACCEPTED:
By:
Title:
Date:
NIXDORF COMPUTER CORPORATION
(THIS AGREENENT IS NOT BINDING UNTIL SIGNED BY NIXDORP.)
-28-
10~ oo ~o~oooooo
00~5~,2
EXHIBIT
PART I STANDARD NIXDORF APPLICATION PACKAGE CHARGES
MODELI DESCRIPTION ESTIMATED* FIXED**
CAD 6,000
HIS &,O00
Intelligence l.O00
Finger Print l,O00
Property ~tanage~enE 1,000
TLETS ~,000
Ceo-file 1,000
Personnel/Payroll &,O00
Courts 1,000
Parking T~cket 500
Vehicle Impound N/C
Business Names, Per. Lis 500
FiFe/EHT 4,500
Bond Tracking 500
Hiscellaneous Court Reports 1,000
Total Softy. re per Proposal I0,000
PART 2 SOFTWARE DEVELOPMENT PROJECT
SOFTWARE DEVELO~MENTeSOJECTS ASEON&TIME&NOMATEalALIA$1S
On-site Analyst Support Package 7,200
** Allocation of Pricing is for Payment purposes only.
Prices shovn include all travel and per diem living e ;penses.
'ESTIMATED CHARGES ARE NOT GUARANTEED TOTAL $&7,~00
00 .5 3
I-*
U
..I
I
00~5&5
APPLICATION SOFTWARE LICENSE
AND DEVELOPMENT AGREEMENT
Customer Name and Addressg
Software Agreement No.
Customer No.
-A
Nixdorf Computer Corporation (Nixdorf) and Customer agree
that the following terms and conditions will govern Nixdorf's
furnishing to Customer of the application software and
application software services described in any Supplement(s) to
this Agreement.
Part I. STANDARD NIXDORF APPLICATION PACKAGES
Parts I and I1 of this Agreement govern any Standard Nixdorf
Application Package or Packages (licensed SNAP(s}) identified in
a Supplement or Supplements to this Agreement and appearing on
the Nixdorf Application Software Schedule which is current as of
the date on which the Supplement covering each SNAP is executed
by Nixdorf.
A. INSTALLATION
1. Nixdorf will install each licensed SNAP in
machine-readable form on the Nixdorf equipment (Designated
Equipment) identified on the Supplement covering the SNAP.
Following installation, Nixdorf will perform its standard test
procedures for each licensed SNAP and, when SNAP has passed the
test procedures, notify Customer that the SNAP is installed and
ready for operation.
2. Nixdorf will provide the installation support services
and documentation listed on each Supplement to this Agreement.
3. Any modification to the SNAP not printed on the Nixdorf
Standard Adaptation Schedule constitutes Software Development and
is governed by Part II of this Agreement.
B. CUSTOMER RESPONSIBILITIES
1. Customer will provide personnel qualified to operate the
licensed SNAPs on the Designated Equipment.
2. Customer will assist Nixdorf in completing the Standard
Adaptation Schedule for each licensed SNAP. Such assistance
includes, without limitationt providing to Nixdorf all
information necessary to make the Standard Adaptations requested
by Customer.
3. Customer will assist Nixdorf in performing Nixdorf's
standard test procedures for each licensed SNAP. Such assistance
includes, without limitationt providing Nixdorf reasonable access
to the Designated Equipment and providing Nixdorf with any test
data reasonably required to test the licensed SNAP.
4. Customer will be deemed to have accepted each licensed
SNAP unless Customer gives written notice to Nixdorf of an
alleged defect within five (5) days following Nixdorf's
notification to Customer that the SNAP is installed. Either
party will have an option to cancel that portion of the relevant
Supplement which covers the SNAP, without liability to the other
party, if the dispute has not been resolved within thirty (30)
days after the date of Customer's notice of the alleged defect.
C. CHARGES
1. For each licensed SNAP, Customer agrees to pay the
amounts indicated on the Supplement covering the SNAP.
00 .5 6
-1-
2. If a Supplement indicates a one-time fee for a SNAP,
Nixdorf will invoice Customer for the fee upon the successful
completion of Nlxdorf~s standard test procedures for the SNAP.
3. If a Supplement indicates a monthly license fee for a
licensed SNAP, Nixdorf will invoice Customer for the monthly fee
on the first day of each calendar month following the month
during which the SNAP successfully completes Nixdorf's standard
test procedures.
4. Any additional services or charges will be at Nixdorf's
current hourly rates, invoiced no more frequently than monthly.
D. LICENSE GRANT AND TERM
1. Nixdorf hereby grants to Customer a non-exclusive,
non-transferable license to use each licensed SNAP for the term
stated on the Supplement covering the SNAP, subject to all of the
terms and conditions contained in this Agreement. The term of
the license shall be for so long as Customer uses Nixdorf
equipment and complies with the terms of this agreement.
2. Unless otherwise agreed in writing by Nixdorf and
Customer, Customer's license for each licensed SNAP is strictly
limited to internal use by Customer's direct employees to
facilitate the internal operation and management of Customer's
business. Each licensed SNAP may only be used on the Designated
Equipment, unless Nixdorf specifically authorizes use of the SNAP
on a different Nixdorf System to provide backup during servicing
or malfunction of the Designated Equipment.
E. WARRANTY
Nixdorf warrants that each licensed SNAP will perform in a
manner consistent with Nixdorf~s then current specifications for
ninety (90) days after Nixdorf notifies Customer that the
licensed SNAP is installed. Nixdorf's obligation under this
warranty is limited to the correction or replacement of that part
of a licensed SNAP which fails to conform to the warranty. THERE
ARE NO OTHER WARRANTIES OF ANY KIND INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR
A PARTICULAR PURPOSE. This warranty does not apply to any
licensed SNAP to which modifications other than those appearing
on Nlxdorf's Standard Adaptation Schedule have been made~
provided, however, that when Nixdorf has modified a licensed SNAP
pursuant to Part II of this Agreement, the above warranty applies
only to the unmodified portion of the licensed SNAP. If a
claimed warranty defect cannot be reproduced in the presence of
Nixdorf personnel, then Customer will be charged at Nixdorf's
current hourly rates for the time spent by Nixdorf personnel in
responding to the claimed warranty defect.
PART II. GENERAL PROVISIONS
Part II of this Agreement states general terms and conditions
which apply to products or services provided under Part I of this
Agreement.
A. RECOMMENDED PARALLEL OPERATION
Unless otherwise agreed by Nixdorf in writing, Customer
acknowledges that Nixdorf strongly recommends that Customer
continue to utilitize and maintain at Customer's own expense, and
for a period of time reasonably sufficient to ensure that the
licensed SNAP or Developed Program ia adequate for its intended
purposes, any data processing capability or service which the
licensed SNAP or Developed Program is intended to or will in fact
replace. Customer expressly assumes all risk of loss and all
liability arising from any failure to maintain such parallel
operation.
-2-
B. PROTECTION OF PROPRIETARY MATERIAL
1. 'Proprietary Material' meansc
a. the licensed SNAPs, or any portion of them~
b. all executable versions of the licensed SNAPs; and
c. any other information or data received by Customer
from Nixdorf and identified by Nixdorf as proprietary
or confidential.
'Proprietary Material' does not include information or
data available in the public domain.
2. Customer acknowledges that the Proprietary Material:
a. is confidential
b. is a valuable asset of Nixdorf in which Nixdorf has a
substantial investment~ and
c. would be destroyed as a valuable asset by disclosure
to the public or by use contrary to this Agreement.
3. Except as provided in Paragraph 5 below, and unless
otherwise agreed by Nixdorf in writing, Customer will
not~
a. resell, disclose or copy, or permit its employees,
agents, customers or others to resell, disclose or
copy, any Proprietary Material~ nor
b. use any Proprietary Material in the development of
other computer software programs or services.
4. Customer will limit access to the licensed SNAPs and
other Proprietary Material to its employees who need to have
access to the licensed SNAPs in the course of their work.
Customer will safeguard the licensed SNAPs to ensure that no
unauthorized person gains access to them, and that no
unauthorized copy or use of them is made. Customer will protect
all Proprietary Material as it would protect its own
confidential information. Customer is responsible for any use or
disclosure by any employee, agent, customer, contractor or
supplier of Customer in violation of this Agreement.
5. Customer may make copies of the licensed SNAPs and
associated documentation if necessary only=
e. for use consistent with this Agreement~
b. to modify machine readable material, or
c. for backup purposes.
Customer will keep records of the number and location of all
copies, and will make the records and the copies available to
Nixdorf upon request. Customer agrees to honor and leave intact
any proprietary or copyright notices appearing on Proprietary
Material. Customer will also reproduce such notices on any
copies of Proprietary Material, including partial copies and
modifications.
C. CUSTOMER REPRESENTATIVE
Customer will designate and have readily available to Nixdorf
a primary contact (Customer Representative) authorized to act on
Customer's behalf in all matters relating to this Agreement.
D. LIMITATION OF LIABILITY
Customer acknowledges that the use of the SNAPs and Developed
Software (collectively Licensed Programs) will be under
Customer"s exclusive management and control. Customer will be
responsible for assuring the proper use, management and
supervision of the Licensed Programs and for establishing and
maintaining adequate audit controls, operating methods, safety
precautions, security measures regarding access to data, and
procedures necessary for Customer's intended use of the Licensed
-3-
Pro, rams. CUS?OMER'S EXCLUSIVE REMEDY AND NIXDORF'S ENTIRE
LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN ANY
WAY CONNECTED WITH SERVICES PROVIDED UNDER THIS AGREEMENT AND ALL
SUPPLEMENTS TO THIS AGREEMENT ARE LIMITED TO PAYMENT BY NIXDORF
OF ACTUAL DAMAGES, NOT TO EXCEED $47,500.00. NIXDORF WILL NOT 8E
LIABLE FOR PERSONAL INJURY OR PHYSICAL PROPERTY DAMAGE EXCEPT IF
CAUSED BY NIXDORF~S SOLE NEGLIGENCE. CUSTOMER WILL INDEMNIFY AND
HOLD NIXDORF AND ITS ASSIGNEES HARMLESS FROM ANY CLAIM FOR LOSS,
COSTS OR DAMAGES ARISING OUT OF THE USE OR POSSESSION OF, OR
PERFORMANCE WITH, THE LICENSED PROGRAMS BY CUSTOMER OR OTHERS.
NIXDORF WILL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES FOR LOSS
OF DATA OR PROFITS OR FOR INCIDENTAL, SPECIALw INDIRECT OR
CONSEQUENTIAL DAMAGES EVEN IF NIXDORF HAS BEEN ADVISED OF THE
POSSIHILTY OF SUCH LOSS OR DAMAGES, NOR WILL NIXDORF SE LIABLE
FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY.
E. MISCELLANEOUS CHARGES
1. Customer will provide Seller with a statement of Buyer's
tax exempt status and number.
2. All invoices are payable thirty (30) days from receipt.
Failure of Customer to pay any amount within thirty (30) days
from date of invoice will obligate Customer to pay an additional
amount equal to one and one-half (1.5%) percent per month (or the
maximum rate of interest permitted by law, whichever is the
lesser), of the overdue amount for the period beginning on the
date of invoice and ending on the date of payment, plus any
reasonable costs, including attorneyst fees, incurred by Nixdorf
in collecting overdue amounts.
-4- 0OA5/ 9