1996-049-RES WHEREAS, COP IS DESIROUS OF LEASING SOFTWARE FOR USE ON THE AS400 SYSTEM
RESOLUTION NO. 96-049
WHEREAS, the City of Paris is desirous of leasing software for use on the AS400
system which will greatly enhance its ability to perform its functions, and STW, Inc. is desirous
of providing such software; and,
WHEREAS, the form of the contract for said software, attached hereto as Exhibit A,
should, in all things, be approved, and the Mayor of the City of Paris, Eric S. Clifford, should
be authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the
form of the Contract Between the City of Paris, Paris, Texas, and STW, Inc. for Licensing,
Installing and Supporting Application Software, attached hereto as Exhibit A, be, and the same
is hereby, approved; and,
BE IT FURTHER RESOLVED, that the Mayor of the City of Paris, Eric S. Clifford,
be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the
contract with STW, Inc. for licensing, installing and supporting application software, upon the
terms and conditions and in the form shown in Exhibit A, attached hereto.
PASSED AND ADOPTED ad. '''''''''Y of J"~ ~~
Eric S. Clifford, Mayor
ATTEST:
~~'"''''\.~~~~~J
Mattie Cunningham, City Clerk
CONTRACT BETWEEN
THE CITY OF PARIS, PARIS, TEXAS,
AND STW INC.
For Lieensing, Installing and
Supporting Application Software
STATE OF TEXAS
)
)
)
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR
THAT, the parties to this Contract are STW, INC., a Texas corporation, acting by and
through its President, David Johnson, duly authorized, hereinafter referred to as "STW", and
the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, acting by and through its
Mayor, Eric S. Clifford, duly authorized, hereinafter referred to as "CUSTOMER". This
Agreement sets forth the terms and conditions under which STW will furnish Licensed Products
and provide certain services described herein to CUSTOMER, and CUSTOMER will pay
therefor as stated in Appendix A hereto.
Exhibits attached which are a part of this Contract are:
Appendix A
For and in consideration of the mutual undertakings herein set forth, the parties hereto
agree as follows:
1. DEFINITIONS
The following terms as defmed below are used throughout this Contract:
(a) "Licensed Software." The machine-readable object code version of the software that
STW makes generally available and is described in Appendix A hereto, whether embedded on
disc, tape or other media.
(b) "Licensed Documentation." The published user manuals and documentation that
STW makes generally available for the software.
(c) " Updates." Any enhanced or improved versions of the software provided under
Appendix A hereto and released to the CUSTOMER after execution of this Contract.
(d) "Licensed Products." (1) The Licensed Software, (2) Licensed Documentation, (3)
Updates, and (4) Licensed Custom Software provided under this Contract, or (5) any copy of
items (I) through (4) hereof.
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EXHIBIT A
(e) "Licensed Custom Software." Any software programs (or portions of programs)
developed by STW specifically for CUSTOMER's own use.
(0 "Authorized Copies." The only authorized copies of the Licensed Software and
Licensed Documentation are the copies of each application software package defined as follows:
(1) The single copy of the Licensed Software and the related Licensed
Documentation delivered by STW under this Agreement; and
(2) Any additional copies made by the CUSTOMER, as authorized in
Section 3(c) and (d).
(g) "Designated System." The hardware and software as specified, listed in Appendix
A hereto, and installed at all City of Paris facilities located in Lamar County, Texas.
2. PRIMARY CONTACTS AND REPRESENTATIVES
The primary contact for STW during the
the term of this Agreement shall be:
The primary contact for CUSTOMER during
term of this Contract shall be:
David Johnson
212 East Franklin
Grapevine, Texas 76051
Telephone: (817) 329-1711
Facsimile: (817) 421-0206
W. E. Anderson, Dir. of Finance
City of Paris
P.O. Box 9037
Paris, Texas 75461-9037
Telephone: (903) 785-7511 ext. 241
Facsimile: (903) 785-8519
Each party hereto shall notify the other, in writing, of any change in the primary contact.
3. LIMITED USE LICENSE
(a) In consideration of annual software rental fees and other charges, if any, and the
applicable custom software fees, if any, as provided in Appendix A hereto, STW hereby grants
CUSTOMER, and CUSTOMER hereby accepts from STW, a non-transferrable and non-
exclusive right to use the Licensed Software only on the Designated System and only for its
internal processing needs, subject to the terms and conditions specified herein for a term as
provided by Section 19 hereof.
(b) Once CUSTOMER has paid the annual software rental fees for Licensed Software,
CUSTOMER shall have the right and license to use, enhance or modify the Licensed Software
only for the CUSTOMER's own use and only on the Designated System for the term of the
license.
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(c) In order to assist CUSTOMER in the event of an emergency, CUSTOMER is
permitted to make up to two (2) back-up copies on magnetic media of each application of the
Licensed Software and one (1) back-up copy of the related Licensed Documentation. These
Authorized Copies, as defined in Section 1 hereof, may be stored off-site away from
CUSTOMER's premises so long as they are kept in a location secure from unauthorized use.
CUSTOMER or anyone obtaining access through CUSTOMER shall not copy, distribute,
disseminate or otherwise disclose to any third party the Licensed Products, or copies thereof,
in whole or in part, in any form or media. This restriction on making and distributing the
Licensed Products, or copies of any Licensed Product, includes, without limitation, copies of
the following:
(1) Program libraries, both source or object code;
(2) Operating control language;
(3) Test data, sample files, or file layouts;
(4) Program listings; and
(5) Licensed documentation.
(d) Upon written request by CUSTOMER, and with written permission by STW,
additional Authorized Copies may be made for CUSTOMER's internal use only.
(e) CUSTOMER may use the Licensed Products on the Designated System only while
it possesses and operates the Designated System, and only during the term of the license.
(f) If the Designated System becomes temporarily inoperable, CUSTOMER may load
and use the Software on another system until the original Designated System becomes operable.
(g) Any other use or transfer of the Software will require STW's prior approval, which
may be subject to additional charges.
(h) CUSTOMER may use Licensed Products only in and for the CUSTOMER's own
internal purposes and business operations. CUSTOMER will not permit any other person to use
Licensed Products, whether on a time-sharing, remote job entry or other multiple-user
arrangement. CUSTOMER may make back-up archival copies of the Software and any related
Updates. CUSTOMER will reproduce all confidentiality and proprietary notices on each of
these copies and maintain an accurate record of the location of each of these copies.
CUSTOMER will not otherwise attempt to copy, translate, modify, adapt, decompile,
disassemble or reverse-engineer Licensed Products.
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4. PAYMENT
CUSTOMER agrees to pay STW, in United States currency, in such amounts and by
such dates specified in Appendix A hereto. Any amount not paid when due, which is not in
dispute, will accrue interest at the rate of one and one-half (1.5) percent per month, or the
maximum interest allowable under applicable law, whichever is less. CUSTOMER will pay
such interest when remitting the principal amount to STW.
5. LICENSED SOFTWARE UPDATES. CUSTOMER SUPPORT
(a) STW agrees to provide CUSTOMER, at no additional charge, with the Updates that
STW may make generally available during the Contract period. CUSTOMER agrees to install
the Updates only on the Designated System. If an Update replaces the prior version of the
Software, CUSTOMER agrees to destroy such prior version upon installing the Update. This
paragraph will not be interpreted to require STW to either:
(1) Develop and/or release Updates; or
(2) Customize Updates to satisfy CUSTOMER's particular requirements.
(b) Updates will not include any new products that STW decides, in its sole discretion,
to make generally available as a separately priced Update or option.
(c) Updates will provide full data compatibility with prior versions or will include
programs and/or utilities to automatically convert prior data files to structures required by the
Update.
(d) The following services shall also be included as Support, as provided under this
Section:
(1) Temporary fixes to Licensed Products;
(2) Revisions to Licensed Documentation to reflect new software
functions, features and operations;
(3) Reasonable telephone and/or remote (dial-in) support for Licensed
Products, Monday through Friday from 8:00 a.m. to 8:00 p.m., local time; and
(4) Invitations to and participation in user group meetings, if any.
(e) Additional support for other services is available as requested by CUSTOMER, using
the hourly rates as provided in Appendix A hereto. These additional services include, but are
not limited to, the following:
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(1) Designing, programming and supporting Licensed Custom Software;
(2) Maintaining modified Licensed Software and/or Licensed Custom
Software;
(3) File conversion assistance; and
(4) Installation of Licensed Software updates.
6. LIMITED WARRANTIES
(a) Warrantv. STW warrants that Licensed Products and Updates will conform to STW
published product manuals in effect on the date of delivery and perform substantially as
described in the accompanying Licensed Documentation after delivery for 90 calendar days.
STW does not warrant that the Licensed Products will satisfy or may be customized to satisfy
all of CUSTOMER's requirements.
(b) Remedies. In case of breach of warranty or any other duty related to the quality of
the Licensed Products, STW or its representative will correct or replace any defective Licensed
Product or, if not practicable, STW will accept the return of the defective Licensed Product and
refund to CUSTOMER the amount actually paid to STW for the defective Licensed Product, less
depreciation based on a five-year straight-line depreciation schedule, and a pro-rata share of any
maintenance fees that CUSTOMER actually paid to STW for the period that such Licensed
Product was not usable. CUSTOMER acknowledges that this Paragraph sets forth
CUSTOMER's exclusive remedy, and STW's exclusive liability, for any breach of warranty or
other duty related to the quality of the Licensed Products.
(c) Disclaimer. Except as expressly provided in this Contract, all warranties, conditions,
representations, indemnities and guarantees with respect to the Licensed Products whether
expressed or imputed, arising by law, custom, prior oral or written statements by STW or its
licensors or representatives or otherwise, including, but not limited to, any warranty or
merchantability of fitness for particular purpose, are hereby overridden, and excluded and
disclaimed.
(d) The foregoing warranties do not apply if the Licensed Products have been modified
by any party other than STW or its authorized licensors or representatives.
7. INDEMNITY
(a) STW agrees to indemnify, save, keep and hold harmless CUSTOMER, its past,
present and future officers, elected officials, employees, agents, insurers and attorneys from and
against any and all claims, suits, actions, causes of action, demands, damages, costs, expenses,
attorney's fees and other compensation for damages resulting from any alleged infringement of
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any patent or copyright arising from the licensing of the Licensed Software pursuant to this
Contract.
(b) STW does, for its employees, agents and assigns, agree to indemnify, save, keep and
hold hannless CUSTOMER, its past, present and future officers, elected officials, employees,
agents, insurers and attorneys from and against any and all claims, suits, actions, causes of
action, demands, damages, costs, expenses, attorney's fees and other compensation for injuries
to STW's employees, agents or assigns and damages to STW's, its employees', agents' or
assigns' property occurring while on CUSTOMER's premises.
(c) Indemnitv. If action is brought against CUSTOMER claiming that Licensed Product
infringes a patent, copyright or trade secret within the United States, STW will defend
CUSTOMER at STW's expense and pay the damages and costs finally awarded in the
infringement action. Such shall apply only under the following conditions:
(1) CUSTOMER notifies STW promptly upon learning that the claim
might be asserted;
(2) STW has sole control over the defense of the claim and any
negotiation for its settlement or compromise; and
(3) CUSTOMER takes no action that, in STW'sjudgment, is contrary to
STW's interest.
(d) Alternative Remedv. If a claim described in Paragraph 7(b) may be or has been
asserted, CUSTOMER will pennit STW, at STW's option and expense, to:
(1) Procure the right to continue using the Licensed Product;
(2) Replace or modify the Licensed Product to eliminate the infringement
while providing functionally equivalent perfonnance; or
(3) Accept the return of the Licensed Product and refund to CUSTOMER
the amount actually paid to STW for such Licensed Product, less depreciation
based on a five-year straight-line depreciation schedule, and a pro-rata share of
any maintenance fees that CUSTOMER actually paid to STW for the period that
such Licensed Product was or will not be usable.
(e) Limitation. STW shall have no indemnity obligation to CUSTOMER if patent,
copyright or trade secret infringement claim results from the following:
(1) A modification of the Licensed Product not provided by STW;
(2) The failure of CUSTOMER to promptly install an Update; or
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(3) The combined use of the Licensed Products with software not
provided or supplied by STW.
8. NO CONSEOUENTIAL DAMAGES
Neither STW nor CUSTOMER shall be liable to the other for any indirect, special of
consequential damages for an amount greater than the total amount actually paid by
CUSTOMER for the Licensed Product that directly caused the damage.
9. OWNERSHIP
(a) All trademarks, service marks, patents, copyrights, trade secrets and other
proprietary rights in or related to the Licensed Products are, and will remain, the exclusive
property of STW or its licensors, whether or not specifically recognized or perfected under
applicable law. CUSTOMER shall obtain no right, title or interest in the Licensed Products by
virtue of this Contract other than the nonexclusive, nontransferable license to use the Licensed
Products as restricted herein. CUSTOMER will not take any action that jeopardizes STW's or
its licensor's proprietary rights or acquire any right in the Licensed Products, except the limited
use rights specified in Section 4.
(b) STW or its licensor will own all rights in any copy, translation, modification,
adaptation or derivation of the Licensed Products, including any improvement or development
thereof.
(c) CUSTOMER will obtain, at STW's request, the execution of any instrument, in such
form provided by STW and agreed upon by CUSTOMER, that may be appropriate to assign
these rights to STW or its licensor or perfect these rights in STW's or its licensor's name.
(d) STW hereby warrants that STW has exclusive ownership of the Licensed Software.
CUSTOMER agrees that STW claims exclusive ownership of the Licensed Software.
10. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
(a) CUSTOMER acknowledges that Licensed Products incorporate confidential and
proprietary information developed or acquired by or licensed to STW. CUSTOMER will take
all reasonable precautions necessary to safeguard confidentiality or proprietary notice placed on
Licensed Products. The placement of copyright notices on these items will not constitute
publication or otherwise impair their confidential nature.
(b) Subject to requirements of the Freedom of Information Act (ForA) and applicable
State of Texas and local statutes relating to open records, each party shall hold all confidential
information in trust and confidence for the party claiming confidentiality and not use such
confidential information other than for the benefit of that party. The other party agrees not to
7
disclose any such confidential information, by publication or otherwise, to any other person or
organization.
(c) CUSTOMER hereby acknowledges and agrees that all Licensed Products are
confidential information and proprietary to STW. In addition to other restrictions set forth
elsewhere in this Contract or otherwise agreed to in writing, CUSTOMER agrees to implement
all reasonable measures to safeguard STW's proprietary rights in Licensed Products, including,
without limitation, the following measures:
(1) CUSTOMER shall permit access to Licensed Products only to those
employees who require access and only to the extent necessary to perform
CUSTOMER's internal processing needs, except wherein the laws of the State of
Texas require otherwise.
(2) With respect to agents or third parties, CUSTOMER shall permit
access to Licensed Products only after STW has approved and returned a written
non-disclosure statement to CUSTOMER, except wherein the laws of the State
of Texas require otherwise and statutory time restraints do not permit the
procurement of such statement from STW. STW reserves the right to reasonably
refuse access to a third party after it has evaluated the request, unless such refusal
conflicts with the laws of the State of Texas relating to open records.
CUSTOMER agrees to provide information reasonably requested by STW to
assist STW in evaluating CUSTOMER's request to permit third party access to
Licensed Products. In addition to any other remedies, STW may recover all
damages and legal fees incurred in the enforcement of this provision on third
party access, except in those circumstances where permitted access is required
under the laws of the State of Texas relating to open records and CUSTOMER
was acting under the color of such laws.
(3) CUSTOMER shall cooperate with STW in the enforcement of the
conditions set forth in the non-disclosure statement, or any other reasonable
restrictions STW may specify in writing in order to permit or restrict access,
except wherein such conditions or restrictions are in conflict with the laws of the
State of Texas relating to open records.
(4) CUSTOMER shall not permit removal of copyright or confidentiality
labels or notifications from its proprietary materials.
11. TERMINATION
(a) Bv CUSTOMER: If STW fails to provide the Licensed Software as warranted in
accordance with the terms of this Contract, CUSTOMER may, at its option, with refund in
accordance with Section 6(b) hereof, terminate this Contract with ninety (90) days written notice
as follows:
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(1) The termination notice shall provide a detailed description (with
examples) of any warranty defects claimed;
(2) STW shall have ninety (90) days from receipt of said notice to correct
any warranty defects in order to satisfy the terms of this Contract;
(3) At the end of ninety (90) days, unless the termination has been
revoked in writing by CUSTOMER, the Contract terminates.
(b) Bv STW: If CUSTOMER fails to make prompt payments to STW when invoiced,
or if CUSTOMER fails to fulfill its responsibilities as prescribed in this Contract, STW may,
at its option, terminate this Contract upon ninety (90) days written notice to CUSTOMER, as
follows:
(I) The termination notice shall defIne the reason(s) for termination;
(2) If the reason cited for termination is CUSTOMER's failure to make
prompt payment, CUSTOMER shall have ten (10) days from receipt of said
notice to make payment in full for all outstanding invoiced payments due;
(3) If the cited reason for termination is CUSTOMER's failure to fulfill
its responsibilities, CUSTOMER shall have ninety (90) days from receipt of said
notice to correct any actual defIciencies in order to satisfy the terms of this
Contract;
(4) At the end of ninety (90) days, unless the notice of termination has
been revoked in writing by STW, the Contract terminates.
(c) Within ninety (90) days from receipt of the Licensed Product, CUSTOMER may,
at its sole discretion, terminate this Contract and return said Licensed Product to STW for a
refund of the amount actually paid to STW for said Licensed Product, less depreciation based
on a five-year straight-line depreciation schedule, and a proportionate share of any maintenance
fees that CUSTOMER actually paid to STW.
(d) In the event of termination by either party, STW shall continue to provide services,
as previously scheduled, through the termination date and CUSTOMER shall continue to pay
all fees and charges incurred through the termination date as provided in this Contract.
(e) This Contract may be terminated without judicial or administrative resolution if
CUSTOMER or STW, or any of CUSTOMER's or STW's employees or representatives, breach
any term or condition hereof.
(f) Either party may terminate this Contract in the event of bankruptcy, insolvency
and/or assigrunent for the benefIt of creditors of or by either party.
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(g) Upon the termination of this Contract for any reason, STW's maintenance and
support of the Licensed Products will cease, and the license shall be considered terminated.
(h) Upon termination of this Contract for any reason, CUSTOMER shall return or
destroy all copies of the previously licensed software and shall cease all use of the software.
(i) This Contract shall inure to the benefit of and be binding upon the parties hereto,
their successors and assigns.
(j) The provisions of Sections 8, 9 and 10 will survive the term of this Contract whether
completed or terminated prior to completion.
12. RIGHT TO INSPECTION
During the term of this Contract, STW or its representative may, upon prior written
notice to CUSTOMER, inspect the files, computer processors, equipment and facilities of
CUSTOMER during normal working hours, and on a date mutually agreed upon by STW and
CUSTOMER, to verify CUSTOMER's compliance with this Contract; however, CUSTOMER's
confidential files are excepted from such inspection.
13. MISCELLANEOUS
(a) CUSTOMER shall not assign, delegate or otherwise transfer this Contract or any of
its rights or obligations hereunder without STW's prior written approval. All notices or
approvals required or permitted under this Contract must be given in writing. Any waiver or
modification of this Contract will not be effective unless executed in writing and signed by STW.
(b) This Contract will bind both the CUSTOMER's and STW's successors-in-interest.
This Contract will be governed by and interpreted in accordance with the laws of the State of
Texas and the United States of America. If any provision of this Contract is held to be
unenforceable, in whole or in part, such holding will not affect the validity of the other
provisions of this Contract.
(c) This Contract constitutes the complete and entire statement of all conditions and
representations of the agreement between STW and CUSTOMER with respect to its subject
matter.
(d) This Contract may be amended or modified only in writing by both parties.
(e) Source code for the application Software will be resident on CUSTOMER's
Designated System during the term of the Contract.
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14. INSTALLATION AND TRAINING
(a) STW shall make available to CUSTOMER qualified representatives who will provide
installation and training support services for each application of the Licensed Software delivered.
CUSTOMER and STW will develop a mutually agreeable training schedule.
(b) Installation and training support services will be performed at CUSTOMER's
premises, unless otherwise stated.
(c) Training shall consist of both operational and administrative information.
(d) Training will also include hardware and data communications systems, as applicable,
including, but not limited to, system configuration, back-up and recovery training, standards for
system management and general operations training for CUSTOMER's personnel.
(e) Each software application training shall be provided by STW. Each program shall
be demonstrated step-by-step, practicing each menu, each screen, and each entry, as well as
explaining how to use the written and/or on-line documentation.
15. INDEPENDENT CONTRACTOR
STW is an independent contractor. The personnel of one party shall not in any way be
considered agents or employees of the other. To the extent provided for by law, each party shall
be responsible for the acts of its own employees.
16. INSURANCE REOUIREMENTS
(a) Each party shall be responsible for Worker's Compensation coverage for its own
personnel. STW shall not commence work under this Contract until it has obtained Worker's
Compensation Insurance. STW shall procure and maintain, during the term of this Contract,
Worker Compensation Insurance for all of its employees or representatives who engage in the
work to be performed. Should CUSTOMER require other insurance coverage of STW, it shall
be provided at CUSTOMER's expense upon notice to STW.
17. NOTICES
All notices shall be mailed certified mail, return receipt requested, to the following
addresses:
To STW:
David Johnson
212 East Franklin
Grapevine, TX 76051
To CUSTOMER:
W. E. Anderson
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
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19. TERM OF LICENSE AND SOFTWARE SUPPORT
The annual charges established for software license and software support in Appendix A
hereto shall be valid for five (5) years from the date of this Contract. Such license and support
agreement shall terminate upon the fifth anniversary of this Contract unless renegotiated and
extended by agreement of both parties.
This Contract contains the complete and exclusive statement of the Contract between the
parties concerning the matters referred to herein and replaces any prior oral or written
representations or communications between the parties. Each individual signing below
represents that they have the requisite authority to execute this Contract on behalf of the
organization for which they represent and that all necessary formalities have been met.
This Contract is effective upon the last date shown on this page.
AGREED TO BY:
STW, INC.
CITY OF PARIS, PARIS, TEXAS
By:
David Johnson, President
By:
Eric S. Clifford, Mayor
Date:
Date:
June 10. 1996
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
T. K. Haynes, City Attorney
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Appendix A
I. Installation Time. STW agrees to complete installation of all software modules within
one year.
2. Licensed Products and Charges.
One Time Installation, Annual
License Training & Mods. Maint. & Total
Application Fee Conversion Estimated Software Lease Cost
PowerHouse 4th GL 16.950.00 1,120.00 2.650.00 20,720.00
General Ledger Budgetary 2.240.00 1,750.00 3,990.00
Accounts Payable & 2.800.00 1,250.00 1.750.00 5,800.00
Encumbrances
Payroll 5.600.00 2,500.00 8,100.00
Budget Preparation 1,960.00 1,000.00 2,960.00
Utility Billing - Meter reading 7,840.00 2.800.00 2,500.00 13,140.00
Cash Receipts 1,680.00 1,250.00 2,930.00
Project Accounting 1,680.00 1,680.00
Fixed Assets 1,680.00 1,000.00 2,680.00
Quiz Training 1.680.00 1.680.00
Interface Non-8TW modules 1,680.00 1,680.00
Project Management 2,400.00 2.400.00
Totals: $16,950.00 $32,360.00 $4,050.00 $14,400.00 $67,760.00
3. Pavment Schedule. CUSTOMER shall pay STW, within thirty (30) days of receipt
of a valid invoice, for one-time license fees, installation, training, conversion and travel charges.
Annual Maintenance and Lease fees as set forth in Paragraph 2 hereof shall be due and payable
when the specific application is in productive use by CUSTOMER, and then annually thereafter.
4. Miscellaneous.
(a) Svstem Conversion. STW agrees to be responsible for system conversion to
Designated System. Acceptable conversion shall require that prior CUSTOMER data files are
operational and "in balance" under the STW environment.
(b) Use of Indeoendent Contractors. STW may engage independent contractors to
perform all or part of STW's obligations under this Contract.
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(c) Right to Negotiate. STW may negotiate, on behalf of CUSTOMER, with other
firms, companies or organizations to obtain the best price or services available.
(d) Additional Charges. Additional charges for services performed, which are not
covered by this Contract, such as charges for Software customization, are $75.00 per hour plus
out-of-pocket expenses.
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