06-240 Resolution No. 06-240
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT
WITH WOODLAND COMPUTING GROUP, INC.
FOR INTERIM RECORDS MANAGEMENT SYSTEM (RMS)
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
Olufemi Folarin,City Manager,be and is hereby authorized and directed to execute an agreement on
behalf of the City of Elgin with Woodland Computing Group, Inc., for an interim records
management system(RMS),a copy of which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: October 11, 2006
Adopted: October 11, 2006
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
WebRMS — SOFTWARE CONTRACT
This Software Contract("Contract")is made between Woodland Computing Group,Inc. ("WCG"),an Illinois corporation,and
the City of Elgin("Licensee"),located at 151 Douglas St,Elgin Illinois. Whereas the Licensee has agreed to purchase custom
software from WCG for$24,340.00. WCG has agreed to provide the software on or before November I$`,2006.
1. Definitions.
1.1. "Documentation"means written and/or on-line material 3.4. provide reasonable telephone Software support,8 a.m.to 5p.m.
provided by WCG to assist Licensee in the use of the CST Monday to Friday,excluding holidays.In addition,for
Software. emergencies,support personnel shall be available via pager 24
hours per day/7 days per week.
1.2. "Product"means all Software and documentation
associated with the WebRMS application 4. Warranties.
4.1. WCG represents that each WCG employee assigned to
1.3. "Software"means WCG's software and any updates, perform services hereunder will have industry standard skills
modifications and corrections thereto provided by WCG and training so as to be able to perform in a competent and
to Licensee hereunder. professional manner.
1.4. "Third Party Software"means any software developed 4.2. ANY THIRD PARTY SOFTWARE IS PROVIDED"AS IS".
by a third party provided by WCG to be used with the WCG provides no support or warranty services for Third Party
Software. Software. To the extent permitted,WCG shall pass through
and assign to Licensee any and all suppliers'warranties,if any,
2. Payment and Taxes. for Third Party Software.
2.1. The Licensee will make a single lump sum payment for
the Software to WCG prior to the start of work. 4.3. THE EXPRESS WARRANTIES IN THIS SECTION 4 PRE
2.1.1. Licensee will pay all taxes based on this EXCLUSIVE.WCG DISCLAIMS ALL OTHER
Agreement or related products or services,excluding WARRANTIES,EXPRESS,IMPLIED OR STATUTORY,
taxes based on WCG's income,but including any INCLUDING WITHOUT LIMITATION ANY WARRANTY
personal property taxes.Licensee shall pay shipping OF MERCHANTABILITY,FITNESS FOR A PARTICULAR
and insurance charges for products shipped between PURPOSE OR NONINFRINGEMENT.WCG WILL NOT BE
WCG and Licensee. LIABLE TO LICENSEE FOR ANY LOSS OF DATA OR
SOFTWARE RESULTING FROM OR RELATING TO
2.2. In addition to WCG's other remedies,for any late WCG'S SERVICES OR THE SOFTWARE.
payment,Licensee shall pay 1.5%per month,or the
maximum percentage permitted by law,whichever is less, 4.4. IN NO EVENT WILL WCG BE LIABLE TO LICENSEE
on amounts not paid as due. FOR ANY INDIRECT,INCIDENTAL,SPECIAL,OR
CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS
3. Maintenance and Support Services.Licensee will provide ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WCG all assistance,access,information,and documentation as THE SERVICES PROVIDED BY WCG,OR THE
WCG may require to provide services hereunder.Subject to the PRODUCT,EVEN IF WCG HAS BEEN ADVISED OF THE
terms of this Agreement and provided that Licensee pays the POSSIBILITY OR KNEW OF OR SHOULD HAVE KNOWN
fees specified in Section 2.1,WCG will: THEREOF.WCG'S TOTAL LIABILITY TO LICENSEE
HEREUNDER,IF ANY,WILL IN NO EVENT EXCEED
3.1. provide such assistance necessary to cause the Software to THE TOTAL AMOUNT PAID TO WCG HEREUNDER IN
perform materially in accordance with the then current THE IMMEDIATELY PRECEDING TWELVE(12)
Documentation provided that Licensee installs all updates, MONTHS.
modifications and corrections provided by WCG and that
Licensee's use of the Software is in accordance with this 4.5. The warranties in this Section 4 will not apply to any defects or
Agreement and the Documentation. problems caused in whole or part by(i)defects in any
equipment,(ii)failure of any portion of equipment to function
3.2. provide updates to the Software if and as required to cause in accordance with manufacturer's specifications,(iii)
it to operate under new versions or releases of the modifications or enhancements made to the Software by
operating system approved by WCG for use with the anyone other than WCG,(iv)any software,hardware,
Software,so long as such updates are commercially firmware,peripheral or communication devices used with the
reasonable,and will provide other updates,modifications Software not provided by or approved of in writing by WCG,
and corrections to the Software as are approved for release (v)failure of Licensee or any third party to follow WCG's
to Licensee by WCG. most current instructions for proper use of the Software,(vi)
negligence of Licensee or any third party,or(vii)failure to
3.3. permit Licensee to notify WCG of Software errors or install and use the updates,modifications and corrections
defects it believes to exist,and,if WCG is able to confirm provided by WCG.If Licensee falls within any of the
that such error or defect exists through independent foregoing exceptions and requests WCG to provide support
testing,WCG will use commercially reasonable efforts to services for such defect or problem,Licensee will pay WCG
correct such error or defect. for services at WCG's then current hourly rate.
WebRMS — SOFTWARE CONTRACT
5. Confidentiality.A party receiving Information(defined below) 8.1 Termination by WCG.WCG may terminate this Agreement
of the other will not disclose such Information other than to without further obligation or liability to Licensee if:
persons in its organization who have a need to know and who 8.1.1. Licensee fails to timely pay any amounts due under
will be required to comply with this Section 5.The party this Agreement and fails to make such payments within
receiving Information will not use Information for a purpose ten(10)days of notice from WCG;
inconsistent with the terms of this Agreement. "Information" 8.1.2. Licensee commits any material breach of this
means the Product,all information and intellectual property Agreement and fails to remedy such breach within ten
related thereto as well as information related to the business of (10)days of notice from WCG;or
WCG or Licensee.Information will not include:(i)information 8.1.3. Licensee becomes the subject of a petition in
publicly known prior to disclosure;(ii)information coming into bankruptcy;is or becomes insolvent;or admits a general
the lawful possession of the recipient without any confidentiality inability to pay its debts as they become due.
obligation;and(iii)information required to be disclosed
pursuant to regulatory action or court order,provided adequate 8.2. Termination by Licensee.Licensee may terminate this
prior written notice of any request to disclose is given to the Agreement if WCG commits any material breach of this
party whose information is to be disclosed.Each party will Agreement and fails to remedy such breach within sixty(60)
exercise at least the same degree of care to safeguard the days of notice from Licensee.
confidentiality of the other party's Information as it does to
safeguard its own proprietary confidential information,but not 8.3. Effect.Upon termination of this Agreement,all amounts owed
less than a reasonable degree of care. to WCG will be immediately due and payable,and WCG will
cease performance of all obligations herein without liability to
6. Ownership.WCG has granted to Licensee,and Licensee has Licensee. Sections 2.2,4.2,4.3,4.3,4.4,4.5,5,6,7,8.3,9,
accepted,a non-exclusive,non-transferable license to use the 11, 12, 13, 14, 15, 16, 17,and 18 will survive termination.
Product for its internal business purposes.Licensee may make
one copy of the Product for backup purposes only but shall 9. Other Remedies.WCG's rights and remedies under this Agreement
include therein all proprietary marks and notices included in the will be cumulative and in addition to all other rights and remedies
original.Licensee may not otherwise copy or permit the copying available to WCG in law and in equity.
of any part of the Product.The Product is WCG's exclusive
property and constitutes its valuable trade secret.Licensee will 10. Assignment.Neither this Agreement nor any rights or duties
take reasonable steps to protect the trade secret of the Product. hereunder may be transferred,assigned,sublicensed or otherwise
Ownership of all copies is retained by WCG.Licensee may not disposed of by Licensee to a third party,by operation of law or
disclose or make available to others the Product or any portion otherwise,without WCG's prior written consent.
thereof.WCG shall own the entire right,title and interest in and
to all corrections,modifications,enhancements,programs, 11. Notices.Notices and communications required or contemplated
information and work product conceived,created or developed, herein will be in writing and delivered either by(i)personal delivery;
alone or with Licensee or others,as a result of or related to the (ii)expedited messenger service;(iii)postage prepaid return re-cipt
performance of this Agreement, including all proprietary rights requested certified mail;or(iv)facsimile and confirmed by postage
therein and based thereon.Except and to the extent expressly prepaid U.S.certified mail,addressed to the party or parties for
provided herein,WCG does not grant to Licensee any right or whom it is intended,at the addresses first written above or such other
license,express or implied,in or to the Product or any of the address as the intended recipient previously has designated by written
foregoing. notice to the sender.
7. Injunctive Relief.Each party acknowledges that a violation or 12. Partial Invalidity.If any provision of this Agreement is ruled wholly
threatened violation by it of Section 5 or 6 hereof would result in or partly invalid or unenforceable by a court or other government
damage that is largely intangible but nonetheless real and that is body of competent jurisdiction,the validity and enforceability of all
incapable of complete remedy by award of damages.Thus,such provisions of this Agreement not ruled to be invalid or unenforceable
violation or threatened violation will give the injured party the will be unaffected.
right to a court-ordered injunction to specifically enforce such
covenant or obligation.The party in violation of any such 13. Modification;Waiver.This Agreement may not be modified or
section shall pay as damages any reasonable expenses,including amended except in writing signed by the parties.No term or
but not limited to attorney fees,incurred in obtaining specific condition of this Agreement may be waived except in writing signed
enforcement. by the party charged with waiver.A waiver will operate only as to the
specific term or condition waived and will not constitute a waiver for
8. Term.This Agreement will commence upon the date of the future.
acceptance by Licensee and will continue for a term of years or
until earlier terminated in accordance with this Section 8.This 14. Governing Law.This Agreement will be governed exclusively by
Agreement shall automatically renew for additional year terms the laws of the State of Illinois,without regard to its conflict of_aws
unless notice of its election not to renew is delivered to the provisions.All parties agree that venue regarding any action arising
nonterminating party within ninety(90)days of the end of the hereunder will be exclusively in Illinois.
then current term.
WebRMS — SOFTWARE CONTRACT
15. Third Party Beneficiaries.None of the provisions of this 17. Entire Agreement.This Agreement and its schedules constitute the
Agreement is intended by the parties,nor shall they be deemed, entire agreement of the parties with respect to the subject matter
to confer any benefit on any person not a party to this hereof,and supersede and cancel all prior agreements between the
Agreement. parties,written,oral or implied with respect to the subject matter
hereof.
16. Independent Contractor.The relationship of the parties
hereunder will be one of independent contractors and not that of 18. Headings.Headings are included in this Agreement for convenience
a franchise,joint venture or employer.Neither party will have, only and are not to be deemed to be part of this Agreement.The
and neither of them will represent to any other person that it has, interpretation of this Agreement will not be affected by any heading
any power,right or authority to bind the other,or to assume herein.
create,any obligation or responsibility,express or implied,on
behalf of the other,except as expressly provided by this 19. Force Majeure.In the event an act of government,war,fire,flood,
Agreement or as otherwise permitted in writing signed by both act of God,power shortages or blackouts,breakdown of telephone
parties. lines and services,failure of the Internet,or other causes beyond the
reasonable control of WCG prevents WCG from performing in
accordance with the terms of this Agreement,such nonperformance
shall be excused and shall not be considered a breach or default for so
long as such conditions prevail.
CIT :,- . Licensee
GIN
By: 1 ►� -
OLI F.OLARI
Title: C TY MAN
Date: 19-d ' ) /(f 200 Co
Woodland Computing Group, Inc.
Stan Long,Preside
Date: Z-
This Agreement is hereby accepted by the undersigned officer of Woodland Computing Group,Inc.
,sy OF E4G'
�ti Agenda Item No.
— City of Elgin
e, q11
September 22, 2006
• I
TO: Mayor and Members of the City Council —w
FROM: Olufemi Folarin, City Manager
Bob Duffy, Deputy Chief of Po ice
SUBJECT: Interim Records Management System (RMS)
PURPOSE
The purpose of this memorandum is to provide the Mayor and members of the City Council with
information for considering an agreement with Woodland Computing Group, Incorporated, to
provide the Police Department with an interim records management system.
RECOMMENDATION
It is recommended that the City Council approve the agreement with Woodland Computing
Group, Incorporated, to provide an interim records management system in the amount of
$24,340.00.
BACKGROUND
Woodland Computing Group has worked with the Police Department for over 4 years. During
that time, Woodland Computing has provided the Department with their experience and
knowledge as a Database Administrators (DBA). As the DBA, Woodland Computing has
assisted the Department's Analysis in providing various options not available through PIMSnet,
our current records management system (RMS) package. The software package provided by
Woodland Computing, supplemented the PIMSnet RMS, has provided our analyst the ability to
generate various reports related to calls for service (CFS) and crime trends that have been
requested by everyone from the City Council, CMO and the Department over the past several
years. Woodland's software package has demonstrated the ability to take the Department to the
next level in the realm of Crime Analysis/Data Analysis.
Woodland Computing has created a more effective and more reliable way to extract police
statistics for daily, weekly and monthly use from the current data based maintained by PIMSnet.
The Woodland Computing interim RMS will allow the Department to obtain the data
requirements and not be held to the inferior system now provided by PIMSnet discrepancies and
generic reports. The Woodland Computing interim RMS will enable the Department to create
the reports that have been requested by members of the City of Elgin Council and staff and will
allow new ways to view the calls for service and crime data. Additionally, the Woodland
elisk
•
/ Interim Records Management System (RMS)
. September 22, 2006
Page 2
Computing interim RMS will provide a more efficient process associated with the Department's
Records Repository handling of police reports.
Because this is a custom created product for the Elgin Police Department, Woodland Computing
is a sole source provider.
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
None.
Dy IALEINANCIAL IMPACT
In 2005, the Police Department received a bequeath totaling $41,629 (of which $32,097 remains)
which would be appropriate to be used to fund the interim RMS proposed from the Woodland
Consulting in the amount of $24,340. Account number 010-2301-731.15-07, General Fund,
Police Department, Computer Software would be charged. A budget adjustment would be
required.
VØ , EEGAL IMPACT
None
elk ALTERNATIVES
1. Enter into an agreement with Woodland Computing Group Inc for the amount of
$24,340.00 to provide the interim records management system (RMS) product for the
Department.
2. Remain with the PIMSnet records management system (RMS) product of the Illinois
Criminal Justice Information Authority and accept the significant problems and issues
associated with the current product.
Respectfully submitted for Council consideration.
rd