02-97 Resolution No. 02-97
RESOLUTION
AUTHORIZING EXECUTION OF A SOFTWARE LICENSE AGREEMENT
WITH RECORDABLES, INC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that pursuant to Elgin Municipal Code Section
5 . 02 . 020B (9) the City Council hereby finds that an exception to the
requirements of the procurement ordinance is necessary and in the
best interests of the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin, Interim City
Manager, be and is hereby authorized and directed to execute a
Software License Agreement on behalf of the City of Elgin with
Recordables, Inc . for a software package to record workers'
compensation claims, a copy of which is attached hereto and made a
part hereof by reference .
s/ Ed Schock
Ed Schock, Mayor
Presented: March 13 , 2002
Adopted: March 13 , 2002
Omnibus Vote : Yeas : 7 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
Software License Agreement
City of Elgin
Recordables,Inc.
SOFTWARE LICENSE AGREEMENT
This agreement is made and entered into this (' day of Paut-2002 by and between Recordables,Inc.,and
Illinois corporation having its principal place of business at 655 West Irving Park Road,Suite 3302,
Chicago,IL 60613 (hereafter referred to as Licensor)and City of Elgin,an Illinois Municipal corporation,
150 Dexter Court,Elgin,IL 60120(hereafter referred to as Licensee).
In accordance with the terms herein,Licensor grants to Licensee and Licensee accepts from Licensor,a
perpetual,non-exclusive, and non-transferable license to use up to 2 licenses of TrackComp.The term
software includes all programs associated or related documentation provided by Licensor to Licensee,
including by way of illustration,but not limitation,tapes,cassettes, diskettes,microfiche,manuscripts,disk
user's guide explanatory material,demonstration material and all enhancements for improvements or
modifications.
1.0 Software Specifications
TrackComp is a comprehensive risk management software program designed for claims management,risk
management to track and monitor workers'compensation claims. Other features include first report',
OSHA 200 and 300 Log.
2.0 Delivery of Software
Delivery of Software will be delivered approximately 1 week(s)after the signing of the licensing agreement
with payment of$10,345 to Recordables,Inc.,described in paragraph 3.0 below.
3.0 Price and Payment
Licensee shall pay Licensor the sum of$5,172.50 upon signing of this contract and a remaining$5,172.50
upon successful installation for the software.The costs are as follows:Network License for 2 users of
TrackComp at a cost of$15,595 with a discount of$6,000 providing this contract is signed and returned to
Licensor by March 9,2002,first year annual support/upgrade fee of$1,500 with a discount of$750 the first
year,on-site training at a cost of$1,000 at licensee's request within the first 180 days after signing the
contract,and an employee demographic upload(periodic)at no charge. Licensee shall provide its tax-
exempt number or be responsible for sales tax.
4.0 Training
Training will be conducted on-site and will take an estimated 4 to 6 hours.
5.0 Technical Support and Maintenance
Beginning in March,2003,annual support and upgrades will be provided for an estimated cost of$1,500
on an annual basis. The annual maintenance and technical support fee may fluctuate up to 5%a year.
6.0 Custom Programming
The data from the employee demographic upload must be in an ASCII SDF format or another readable
format as specified by Licensor.There will be no charge for periodic uploads unless the file format changes
and Licensor has to create a new upload utility program.
'A generic form will be used for the states that do not allow replication of the state form for input purposes
only.
1
Software License Agreement
City of Elgin
Recordables,Inc.
7.0 Title and Confidentiality
The software and all programs developed hereunder and all copies thereof are proprietary and confidential
to Licensor and shall be treated as confidential by Licensee.Title to the software shall remain in Licensor's
possession.All applicable rights to patents,copyrights,trademarks,and trade secrets in the software or any
modification area all remain in the possession of Licensor.Licensee shall not copy,disassemble,
decompile,or reverse engineer,sell,transfer,publish,display, or otherwise make available,the software for
copies thereof to others.Licensee shall make one copy for the Licensee's internal use for backup and
archiving.If copies are made,Licensee agrees to reproduce all of Licensor's copyright noticed and
proprietary legends thereon.Licensee agrees to secure and protect each module,software product,
documentation and copies thereof on a manner consistent with the maintenance of Licensor's right therein
and to make appropriate action by instruction or agreement with its employees or consultants who are
permitted access to each program or software product to satisfy its obligation hereunder.Any copies made
by the Licensee of the software and other programs developed thereunder,including translations,
compilations,partial copies with modifications and updates works are property of Licensor. Violations of
this paragraph shall be the basis for immediate termination of the Licensee Agreement.
8.0 Warranty
Licensor warrants that the licensed software will be in good working order and conform to the program
specifications,when used without alteration and in accordance with instructions set forth in the support
materials.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR.
LICENSEE RECEIVES NO OTHER WARRANTY,EXPRESSED OR IMPLIED,AND ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
EXPRESSLY EXCLUDED.THE STATED EXPRESSED WARRANTY IS IN LIEU OF ALL
LIABILITIES AND OBLIGATIONS OF RECORDABLES,INC.FOR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY,USE OR PERFORMANCE
OF THE SOFTWARE.
Licensor shall have no liability with respects to its obligations under this license for consequential,
exemplary,or incidental damages even if it has been advised of the possibility of such damage. Licensor's
sole liability, including liability arising out of contract,negligence,and strict liability in tort or warranty,
shall not exceed any amounts payable by Licensee for the licensed software and accompanying materials.
9.0 Indemnification
Licensor warrants that the use of the software products licensed hereunder shall be free and clear of the
infringement of any valid United States patent,copyright,trademark,trade secret,or other proprietary
rights.Licensor shall indemnify and be held harmless from any losses,claims,litigation expenses and
attorney fees incurred by Licensee in defending against any infringement.
9.0 Breach of Agreement
If Licensee violated this agreement and this agreement is terminated,Licensor shall be entitled to any legal
and equitable remedy granted to it under the laws of the State of Illinois in the United States. Such remedy
may include all damages suffered by Licensor by reason of Licensee's breach,and attorney's fees as the
court,in its discretion,may determine just and reasonable.
10.0 Terms and Conditions
2
Software License Agreement
City of Elgin
Recordables,Inc.
The provisions of this agreement shall control over the terms of any present or future order from the
Licensee.Acceptance or use,other than acceptance testing by Licensee of any software from Licensor,
shall be deemed conclusive evidence of Licensee's agreement that the license for such software shall be
governed by this agreement.All future modifications,updates or enhancements to the software and later
added options shall also be subject to the terms of this agreement. Licensor may hire affiliated
programmers to modify and/or debug the software.All the work performed on the software by the
programmer shall be the sole property of the Licensor.
Licensor shall have the right to terminate this agreement upon ten days written notice in the event that
Licensee,its officers,employees,or agents violate any provision of this agreement including,but not
limited to,confidentiality and payment.
In the event of termination by reason of the Licensee's failure to comply with any part of this agreement,
any act shall give rise to the Licensor's right to terminate.
Licensor shall have the right that any time to make immediate possession of the software and
documentation and all copies wherever located.
Licensee shall have the right to terminate this agreement by giving Licensor a 30-day written notice.
11.0 Law
This agreement shall be governed in all respects by the law of the State of Illinois.
12.0 Taxes and Duties
Licensee shall pay all sales,licensing,use,documentary and excise taxes and other charges imposed by any
country,state,locality,or other political subdivision in connection with the sale,licensing and use of the
software.
13.0 Merger Clause
Licensee has read this agreement with all the terms and conditions herein and agrees to be bound by the
terms and conditions hereof.Licensee agrees that this is the complete and exclusive statement of contract
between Licensee and Licensor and that no verbal or other written communication modifies,supersedes,or
alters the terms of this agreement.If any term or condition of this agreement,or application thereof to any
person or circumstances, is held invalid, such invalidity shall not affect the other terms,conditions,or
applications of this agreement which can be given effect without the invalid terms,conditions or
applications.
14.0 Source Code
In the event Licensor becomes bankrupt and is no longer able to fulfill its obligation under this contract;
Licensor shall provide the source code to the City of Elgin,which may be used for internal purposes.The
source code may not be sold,transferred or utilized outside the scope of this licensing agreement.
The parties hereto have executed this agreement on the date first written above:
Recordables,Inc. City of Elgin —C
BY: /ate 1// BY:
NAME: / c.0 c="77;77 NAME: C L[)i)C t 1 f -tf)L4 I2 I Al
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TITLE: I,/o.J,d TITLE: 1f v i frv-N CA 1 v
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Software License Agreement
City of Elgin
Recordables,Inc.
DATE: 5.12/ DATE: `t (AAA ( LOt! -
4
Ky O F
A enda Item No.
City of Elgin g
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G a ,«s ;Ig ICI
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February 22, 2002 I mill 111
I I
FINANCIALLY STABLE CITY GOVERNMENT
TO: Mayor and Members of the City Council
EFFICIENT SERVICES,
AND Q W LIT Y INFRASTRUCTURE
FROM: Ferri Folarin, Interim City Manager
SUBJECT: Worker' s Compensation Software
PURPOSE
The purpose of this memorandum is to provide the Mayor and members
of the City Council with information td award a contract for a
software package to record worker' s compensation claims . -
BACKGROUND
rft. The City' s current workers' compensation claims reporting/recording
format is a mostly paper system. An in-house customized program
has been developed but that application is mostly used for the
original report of injury, and is designed to be printed out on the
State' s required "Form 45" which in turn is submitted to our third
party administrator with the submission of each claim. There is
minimal ability for updating the record; in fact, the current
system can only be used to update hours lost on the job, Industrial
Commission filing status, and the amount paid in settlement . The
current in-house system has become increasingly difficult for MIS
to maintain as upgrades to HTE occur.
Other case information; i .e. , claim progress notes, physician
information, and claims status information must now be recorded by
hand and retained in hard copy files . Also, the OSHA 300 case log
form, that we voluntarily complete, must be maintained by hand.
While our current computer system does keep an ongoing record of
all injuries sustained by an employee during his/her entire career
with the City, as well as reports on injuries by department, the
data cannot be manipulated for any analysis . Due to storage space
limitations, hard copy records are not always easily accessible .
A Decision Package was approved in the 2002 Budget for a worker' s
compensation software package. Demonstration discs and literature
rft. were solicited from various companies . The software that was
determined to best meet the Purchasing/Risk Management Department' s
needs is licensed by Recordables Inc. of Chicago.
Worker' s Compensation Software
February 22 , 2002
Page 2
This software is used by many Illinois municipalities and had the
large advantage of permitting the user to print out a State of
Illinois "Form 45 . "
The software license fee is $9, 595, with annual maintenance fees of
$750, starting in the first year. Since the first year costs of
this purchase totals over $10 , 000, an exception to the procurement
ordinance must be granted, which would be in the City' s best
interest because the software meets or exceeds our requirements,
has a large Illinois users group, and the licensor can provide low
cost on-site training, if we so choose, for $1, 000 .
GROUPS/INTERESTED PERSONS CONTACTED
None.
0 FINANCIAL IMPACT
There are sufficient funds budgeted ($14 , 600) in account number
630-0000-796-15-07, Risk Management, Computer Software to make this
purchase .
ijLEGAL IMPACT
/ ` Since the first year costs of this purchase total over $10, 000, an
exception to the procurement ordinance must be granted.
ALTERNATIVES
Do not award a contract with Recordables for a software license.
RECOMMENDATIONS
It is recommended that the City Council grant an exception to the
procurement ordinance and approve award of a contract with
Recordables, Inc . for a software license for worker' s compensation
software in the amount of $10 , 345 .
Respectfully submitted,
Olufemi larin •
Interim City Man ger
few
GAC
Attachment
Gaii4d1-terr- Revised TrackComp Quote from Recordables, Inc. Page 1
From: <Recpaul @aol.com>
To: <cohen_g @cityofelgin.org>, <Dearing_c @cityofeigin.org>, <Recpaul @aol.com>
Date: 1/30/02 10:49AM
Subject: Revised TrackComp Quote from Recordables, Inc.
January 30, 2002
Dear Ms. Cohen:
Dear Ms. Dearing:
It was a pleasure meeting you at the City of Elgin to demonstrate TrackComp.
As discussed, this price quotation has been further reduced to meet your
needs and is valid through February 28, 2002. Therefore, the pricing is as
follows:
Network license for 2 users of TrackComp on a network $15,595
Less discount of$(6,000)valid through 2/28/02 $ (6000)
Sub Total: $9,595
Other costs associated with this project will be for that of annual support
and upgrades which is estimated to be $1,500 the first year and on-site
training which has been discounted by$500 to a flat fee of$1000 if desired.
Recordables Inc. is interested in obtaining your business and has provided a
substantial discount on the software. As discussed, Recordables, Inc. has a
numerous municipalities located throughout Illinois and the United States. I
have provided you with three references and will be delighted to provide more
upon your request.
I look forward to working with you and can be reached at(847)729-3811
should you have questions.
Sincerely,
Paul Kofman
MEMO
September 27, 2001
To: All Department Heads and Supervisors
From: Gail Cohen, Purchasing Director/Risk Manager
Subject: Changes Regarding Workers' Compensation
On October 1, 2001 our current agreement with Cannon Cochran Management Services
(CCMSI), the third party administrator for workers' compensation claims, expires. Through the
public bidding process, the contract has been awarded to Custard Claims Management Services,
Inc. in Arlington Heights, Illinois.
There will be no changes in the procedures and claim processing methods that are currently in
place. However, there have been changes in the forms which will be used for reporting. A
small supply of the forms is enclosed with this memo, and may be copied for distribution in your
department. The general"witness form"remains unchanged. These simplified forms should
help to streamline the reporting and investigation of workers' compensation occurrences.
All claim related issues and/or questions should still be referred to Cheryl Dearing at#5606 or
me at#5607; but for your information,the new claims adjustor at Custard Claims (CCMS) is
Marianne Veltri and her number is (847) 342-9748.
I have the utmost confidence that Custard Claims Management Services will be an valuable
partner with the City of Elgin as we all continue to work together on the efficient processing of
workers' compensation claims.
GAC/csd