HomeMy WebLinkAboutTyler Technologies Inc; 2014-09-09;AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR
SOFTWARE IMPLEMENTATION PROFESSIONAL SERVICES
TYLER TECHNOLOGIES, INC.
This Amendment No. 1 is entered into and effective as of the /LR --1J7 day of
Q_ 1 ~ , 2016 ("Amendment Effective Date"), extending and amending
the agree tditedSeptember 9, 2014 (the "Agreement") by and between the City of Carlsbad,
a municipal corporation, ("City"), and Tyler Technologies, Inc., a Delaware corporation,
("Contractor") (collectively, the "Parties") for software implementation professional services.
RECITALS
A. The Parties desire to alter the Agreement's scope of work to provide additional
implementation and data services, configure an additional fee update, and provide additional
training after system go-live;
B. The Parties desire to extend the Agreement for a period of six (6) months,
beginning on September 10, 2016 and ending on March 10, 2017, in order to accomplish the
additional services; and
C. The Parties have negotiated and agreed to a supplemental scope of work, which
is attached hereto as Exhibit A 1 "Scope of Services" and incorporated herein by this reference;
and
D. The total fee for the supplemental scope of work is $62,888, which will be paid
from the project contingency included in the not-to-exceed contract amount of the Agreement;
and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The above recitals (A to D) are true, correct and incorporated herein by this
reference.
2. The total Agreement amount does not change as a result of this Amendment. The
total contract amount remains at the Agreement amount as stated in Section 5 of the Agreement
($539,850).
3. City will pay Contractor for all work associated with those services described in
Exhibit "A 1" to this Amendement from the project contingency in an amount not-to-exceed sixty-
two thousand eight hundred eighty-eight dollars ($62,888). Contractor will provide City, on no
more often than a monthly basis, invoices for accepted milestones described in Exhibit "B" for
approval by City, with such approval and payment not to be unreasonably withheld.
4. Contractor will complete all work described in the Agreement's Exhibit "A" and this
Amendment's ExhibitA1 by March 9, 2017.
5. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
City Attorney Approved Version 1/30/13
1
6. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
7. The individuals executing this Amendment and the instruments referenced in it on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
(sign here)
v~ ~l>d\bk, Ff e-sidJ
(print narAettitle)
CITY OF CARLSBAD, a municipal
corporation of the State of California
ATTEST:
By,:--~,~ ( j /J -. c < \:&era AO-iC7tZ~L,.-,_
(SiQilere) BARBARA ENGLESON V--
.J~ Jorf"V" 6J~.Vf ff~AA,t&~ t4D City Clerk (pri~t name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation. , 1 Siti.Ac.l 6~/bre. the.#. IJ:vJ~~/Ifj,c:,
(T". .. :nfiJc.. ~0 :1,()/& •
APPROVED AS TO FORM: .I :r,.,..:/J foMGI' <>1'-~
City Attorney Approved Version 1/30/13
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EXHIBIT "A1"
SCOPE OF SERVICES
Contractor will provide the following additional services:
A. 3.3.23. Additional Data Conversion
Additional data conversion to stage environment prior to second User Acceptance
Testing as part of a rehearsal cut-over.
B. 3.3.24. Additional Custom Reporting Services
Contractor will provide reporting resources to assist with the development of custom
reporting for not more than 1 0 hours.
C. 3.3.25.Additional UAT Support
Implementation team support will be provided during a second User Acceptance Testing
period for a total of 6 weeks. Contractor will provide an Implementation Consultant full
time for 6 weeks and a Principal Consultant for 1 0 hours per week for 6 weeks, or
equivalent resource allocation as agreed upon by the Parties.
D. 3.3.26. Additional Fee Update
Contractor will provide an Implementation Consultant to complete an update to fees
based on the City's fee simplification and annual update process. This fee update will be
completed prior to the last week of the second User Acceptance Testing.
E. 3.5.11. Project Management Support
Provide additional project manager support through the term of the Amendment for not
more than 50 hours.
F. 3.5.12. Post Go-Live Refresher Training Contractor will conduct an on-site post go-live
refresher training for city staff at least 45 days after go-live.
City Attorney Approved Version 1/30/13
3
)
EXHIBIT "B"
MILESTONE PAYMENTS
3.3 EXECUTE TOTAL:
~
23. Additional Data Conversion $10,028
24. Additional Custom Reporting Services $1,650
25. Additional UAT Support $24,600
26. Additional Fee Update $6,600
3.5 SUPPORT TOTAL:
~
11. Project Management Support up to 50 hrs $8,250
12. Post Go-Live Refresher Training $11,760
Total for Amendment No. 1: $62,888
City Attorney Approved Version 1/30/13
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AGREEMENT FOR SOFTWARE IMPLEMENTATION
PROFESSIONAL SERVICES
TYLER TECHNOLOGIES, INC.
~lel1l~
THIS AGREEMENT is made and entered into as of the CfS-day of AY§ttst,
2014 (the "Effective Date"), by and between the CITY OF CARLSBAD, a municipal corporation,
("City"), and Tyler Technologies, Inc., a Delaware corporation, ("Contractor").
RECITALS
A. City requires the professional services of a software vendor that is experienced in
the implementation of the Licensed Software.
B. Contractor has the necessary experience in providing professional services and
advice related to the Licensed Software and its implementation.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work and provide such products.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are identified and itemized in the Investment Summary, attached at Exhibit A,
which is incorporated by this reference in accordance with this Agreement's terms and
conditions. The Services shall be performed in accordance with the parties' Statement of Work,
attached at Exhibit B.
2. STANDARD OF PERFORMANCE
Contractor warrants that it will perform the Services in a professional, workmanlike manner,
consistent with industry standards. In the event Contractor provides Services that do not
conform to this warranty, Contractor will reperform the Services at no additional cost to the City.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the Effective Date.
The parties may amend the Agreement to extend it for two (2) additional one-year periods, or
parts thereof, which extensions shall be in a not-to-exceed amount mutually agreed to by the
parties per Agreement year. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME OF PERFORMANCE
Contractor will perform the Services consistent with the timeframes and processes set forth in
the Statement of Work, including the shared service expectation set forth therein.
5. COMPENSATION
The total fee payable for the Services shall not exceed three hundred ninety five thousand two
hundred fifty dollars ($395,250), except as mutually agreed to by the parties and documented in
subsequent amendments to this Agreement. Payment for professional Services is payable in
lump-sum amounts pursuant to achieved milestones, as detailed in the attached Exhibit C.
Payment for Licensed Software modifications is payable as follows: 50% upon delivery of
specifications and 50% upon delivery and acceptance of the applicable modification. Payment
is due within thirty (30) days of invoice unless disputed as set forth in Section 13.
Services utilized in excess of those set forth in the Investment Summary and additional related
services not set forth in the Investment Summary will be billed at the rates set forth in Exhibit A
if purchased within twenty-four (24) months of the Effective Date, and thereafter at Tyler's then-
current rates.
Except in the event of Force Majeure, as set forth below in Section 14, in the event City cancels
services less than two (2) weeks in advance, City is liable to Tyler for (i) all non-refundable
expenses incurred by Tyler on City's behalf; and (ii) daily fees associated with the canceled
services if Tyler is unable to reassign its personnel. Tyler shall use reasonable efforts to
reassign its personnel and shall provide, on City's request, details of Tyler's efforts to re-assign
personnel.
Travel expenses shall not exceed sixty four thousand six hundred dollars ($64,600), except as
otherwise agreed by the parties. City has reserved a contingency fund, in the amount of eighty
thousand dollars ($80,000), for unpredictable changes in the project. Use of contingency
funding is meant to reduce project risk and will be carefully managed as a safeguard for project
completion. Combined fees for Services ($395,250), project contingency ($80,000) and
estimated travel expenses ($64,600) shall not exceed five hundred thirty-nine thousand eight
hundred and fifty dollars ($539,850). Travel expenses shall be billed monthly, as incurred in
accordance with the then-current Tyler Business Travel Policy. Tyler's current Business Travel
Policy is outlined in attached Exhibit D. Contractor agrees receipts are required for all non-per
diem reimbursable expenses such as transportation, lodging and incidental costs exceeding five
($5) dollars, and the City shall not reimburse the cost of alcoholic beverages.
The fees set forth in the Investment Summary do not include any taxes, including, without
limitation, sales, use or excise tax. All applicable taxes shall be paid by Tyler to the proper
authorities and shall be reimbursed by City to Tyler. In the event City possesses a valid direct-
pay permit, City will forward such permit to Tyler on the Effective Date. In such event, City will
be responsible for remitting all applicable taxes to the proper authorities. If tax-exempt, City will
provide Tyler with city's tax-exempt certificate.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as ·an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide the Services will not be considered
employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City if
Contractor does not pay directly, within thirty (30) days of Contractor's receipt of notice that it
owes any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment, which City may then be required to make on
behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under
this Agreement. If Contractor fails to make that payment, the City may, at its election, deduct the
indemnification amount from any balance owing to Contractor
7. SUBCONTRACTING
Contractor shall not subcontract any portion of the Services without prior written approval of
City, which approval shall not be unreasonably withheld. If Contractor subcontracts any of the
Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's
subcontractor and of the persons either directly or indirectly employed by the subcontractor, as
Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing
contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor
will bind every subcontractor and every subcontractor of a subcontractor by the terms of this
Agreement applicable to Contractor's work unless specifically noted to the contrary in the
subcontract and approved in writing by City.
8. OTHER CONTRACTORS
Except as set forth in Section 7, only Contractor will be allowed to perform the Services
identified in Exhibit A and described in Exhibit B.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses, including
reasonable attorney's fees arising out of the performance of the Services described herein
directly caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
Contractor shall indemnify and hold harmless the City and its officers, officials, employees and
volunteers from and against claims of intellectual property infringement in accordance with the
terms set forth in the PSM Agreement, as defined in Section 28.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the Services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key rating of not less than "A-: VII". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A: X".
10.1 Coverage's and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
1 0.1.1 Commercial General Liability Insurance. $1 ,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the Services under
this Agreement, or the general aggregate will be twice the required per occurrence limit.
1 0.1.2 Automobile Liability. (If the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and
property damage.
1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
1 0.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
1 0.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance to City. Upon execution, Contractor
will furnish Additional Insured endorsements.
10.4 Failure to Maintain Coverage. This insurance will be in force during the life of the
Agreement and any extensions of it and will not be canceled without thirty (30) days prior written
notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. If
Contractor fails to maintain any of these insurance coverages, then City will have the option to
declare Contractor in breach.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records directly relating to this Agreement. All
records will be clearly identifiable as relating to the Services to be provided under this
Agreement. Once per year, on advance written notice and at City's expense, Contractor will
allow a representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this Agreement.
Contractor will allow inspection of all work, data, documents, proceedings, and activities related
to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
13. INVOICE DISPUTES
In the event City believes the Services do not conform to warranties set forth in this Agreement
or do not materially comply with the Statement of Work, City will provide written notice to
Contractor within fifteen (15) calendar days of receipt of the applicable invoice. City is allowed
an additional fifteen (15) calendar days to provide written clarification and details. Contractor
will provide a written response to City that will include either a justification of the invoice or an
adjustment to the invoice. Contractor and City will develop a plan to outline the reasonable
steps to be taken by Contractor and City to resolve any issues presented in City 's notice to
Contractor. City may only withhold payment of the amount actually in dispute until Contractor
completes its action items outlined in the plan. Notwithstanding the foregoing, if Contractor is
unable to complete its actions outlined in the plan because City has not completed its action
items outlined in the plan, City will remit full payment of the disputed portion of the invoice. Any
invoice not disputed as described above will be deemed accepted by City. Contractor reserves
the right to suspend delivery of all services in the event City fails to pay an invoice not disputed
as described above within sixty (60) calendar days of receipt of invoice.
14. FORCE MAJEURE; CITY ASSISTANCE
"Force Majeure" is defined as an event beyond the reasonable control of a party, including
governmental action, war, riot or civil commotion, fire, natural disaster, labor disputes, restraints
affecting shipping or credit, delay of carriers, inadequate supply of suitable materials or any
other cause which could not with reasonable diligence be foreseen, controlled or prevented by
the party. Neither party shall be liable for delays in performing its obligations under this
Agreement to the extent that the delay is caused by Force Majeure.
Force Majeure will not be allowed unless:
a) Within ten (1 0) business days of the occurrence of Force Majeure, the party whose
performance is delayed thereby provides the other party or parties with written notice explaining
the cause and extent thereof, as well as a request for a time extension equal to the estimated
duration of the Force Majeure events.
b) Within ten (1 0) business days after the cessation of the Force Majeure event, the party
whose performance was delayed provides the other party written notice of the time at which
Force Majeure ceased and a complete explanation of all pertinent events pertaining to the entire
Force Majeure situation.
Either party will have the right to terminate this Agreement if Force Majeure suspends
performance of scheduled tasks by one or more parties for a period of one hundred-twenty
(120) or more days from the scheduled date of the task. This paragraph will not relieve City of
its responsibility to pay for services and goods provided to City and expenses incurred on behalf
of City prior to the effective date of termination.
In addition, City acknowledges that the implementation of the Licensed Software is a
cooperative process requiring the time and resources of City personnel. City shall, and shall
cause City personnel to, use all reasonable efforts to cooperate with and assist Contractor as
may be reasonably required to meet the project deadlines and other milestones agreed to by
the parties for implementation. Contractor shall not be liable for failure to meet such deadlines
and milestones when such failure is due to Force Majeure (as defined above) or to the failure by
City personnel to provide such cooperation and assistance (either through action or omission).
15. INTELLECTUAL PROPERTY WARRANTY AND INDEMNIFICATION
Contractor represents and warrants that any materials or deliverables that are comprised within
the Services are either original, not encumbered and/or do not infringe upon the copyright,
trademark, patent or other intellectual property rights of any third party, or are in the public
domain.
17. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City
Name Glen Van Peski
Title Director
Community & Economic
Department Development
City of Carlsbad
Address 1635 Faraday Ave.
Carlsbad, CA 92008
Phone No. 760-602-2783
For Contractor
Name Brett Cate
Title President, Local Government Division
Address 5519 53rd Street
Lubbock, TX 79414
Phone No. (806) 791-8200
Email Brett.Cate@TylerTech.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
All notices or communications required or permitted as a part of this Agreement will be in writing
(unless another verifiable medium is expressly authorized) and will be deemed delivered when:
a. Actually received,
b. Upon receipt by sender of a certified mail, return receipt signed by an
employee or agentofthe party,
c. Upon receipt by sender of proof of email delivery, or
d. If not actually received, ten (1 0) days after deposit with the United
States Postal Service authorized mail center with proper postage
(certified mail, return receipt requested) affixed and addressed to the
respective other party at the address set forth in this Agreement or such
other address as the party may have designated by notice or Agreement
amendment to the other party.
Consequences to be borne due to failure to receive a notice due to improper notification by
the intended receiving party of a new address will be borne by the intended receiving party.
18. CONFLICT OF INTEREST
In the event Contractor maintains a corporate office in the City, and upon City's request,
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code and the California Conflict of
Interest provisions at Section 18700 et seq. of the California Code of Regulations. The
Contractor shall report investments or interests in all four categories.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's Services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services, the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties (a "Dispute"). Representatives of Contractor or City will reduce such
Dispute to writing. A copy of such Dispute will be forwarded to the non-disputing party, along
with recommended methods of resolution. The representative receiving the Dispute letter will
reply to the letter within ten (1 0) business days, which reply will include acceptance of, or
proposed alternatives to, the recommended method(s) of resolution. Once the parties agree to a
resolution plan, that plan shall be executed in a timely, commercially reasonable fashion. If the
Dispute fails to resolve to the reasonable satisfaction of the disputing party, then the disputing
party may protect its rights and pursue its remedies in a court of competent jurisdiction, as set
forth in Section 25. Nothing herein shall prevent either party from seeking injunctive or
equitable relief pending the dispute resolution procedure.
22. TERMINATION
Termination for Cause. In the event of the Contractor's failure to prosecute, deliver, or perform
the Services according to the terms of this Agreement, City may terminate this Agreement for
nonperformance in the event Tyler does not cure that nonperformance within at least thirty (30)
days notice from the City of the alleged nonperformance, which notice shall be delivered to
Contractor by certified mail. Contractor has five (5) business days from the effective date of
termination to mail any documents City provided Contractor in connection with the Services.
Upon such termination, City shall pay Contractor for all undisputed Services delivered and
expenses incurred through the effective date of termination. Payment for disputed Services
shall be determined according to the Dispute Resolution process set forth above.
Termination for Convenience. Either party, upon tendering thirty (30) days written notice to the
other party, may terminate this Agreement for convenience. Contractor has five (5) business
days from the effective date of termination to mail any documents City provided Contractor in
connection with the Services. Upon such termination, City shall pay Contractor for all Services
delivered through the effective date of termination. The City shall not be entitled to a refund or
offset of previously paid fees.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty, City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud
and Contractor may be subject to criminal prosecution. Contractor acknowledges that California
Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement, and
provides for civil penalties where a person knowingly submits a false claim to a public entity.
These provisions include false claims made with deliberate ignorance of the false information or
in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including reasonable
attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor
to an administrative debarment proceeding as the result of which Contractor may be prevented
to act as a Contractor on any public work or improvement for a period of up to five (5) years.
Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
25. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement will be governed by and construed in accordance with the laws of California,
without regards to its rules on conflicts of law. Any action at law or in equity brought by either of
the parties for the purpose of enforcing a right or rights provided for by this Agreement will be
tried in a court of competent jurisdiction in the County of San Diego, State of California, and the
parties waive all provisions of law providing for a change of venue in these proceedings to any
other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors.
25. ENTIRE AGREEMENT
This Agreement, including the exhibits thereto, embodies the entire Agreement and
understanding between the parties relating to the Services described herein. Neither this
Agreement nor any of its provisions may be amended, modified, waived or discharged except in
a writing signed by both parties.
26. LIMITATION OF LIABILITY
In no event shall Tyler be liable for special, indirect, incidental, consequential, or exemplary
damages, including, without limitation, any damages resulting from loss of use, loss of data,
interruption of business activities, or failure to realize savings arising out of or in connection with
the provision or quality of the Services. Tyler's liability for damages and expenses arising out of
this Agreement, whether based on a theory of contract or tort, including negligence and strict
liability, will be limited to the Services fees set forth in the Investment Summary (Exhibit A) and
paid by Client. Such fees reflect and are set in reliance upon this limitation of liability.
27. DISCLAIMER
THE RIGHTS, REMEDIES AND WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS, REMEDIES AND WARRANTIES
EXPRESSED, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
SYSTEM INTEGRATION, WHICH ARE HEREBY DISCLAIMED BY CONTRACTOR.
28. CONFIDENTIALITY
Both parties recognize that their respective employees and agents, in the course of
performance of this Agreement, may be exposed to confidential information, and that disclosure
of such information could violate the privacy rights of individuals and entities. Each party agrees
that it shall not disclose any confidential information of the other party, and further agrees to
take appropriate action to prevent such disclosure by its employees or agents. The
confidentiality covenants contained herein will survive the termination or cancellation of this
Agreement for a period of two (2) years. This obligation of confidentiality will not apply to
information that:
a) At the time of the disclosure is in the public domain;
b) After disclosure, becomes part of the public domain by publication or otherwise,
except by breach of this Agreement by a party;
c) A party can establish by reasonable proof was in that party's possession at the time of
disclosure;
d) A party receives from a third party who has a right to disclose it to that party; or
e) Is subject to Freedom of Information Act requests or similar requests under California
law, only to the extent disclosure is based on the good faith written opinion of the
receiving party's legal counsel that disclosure is required by law: provided, however,
that that receiving party shall give prompt notice of the service of process or other
documentation that underlies such requirement and use its best efforts to assist the
disclosing party if the disclosing party wishes to obtain a protective order or otherwise
protect the confidentiality of such confidential information. The disclosing party reserves
the right to obtain protective order or otherwise protect the confidentiality of its
confidential information.
29. MISCELLANEOUS
• This Agreement is entered into solely for the benefit of Contractor and City. No third
party will be deemed a beneficiary of this Agreement, and no third party will have the
right to make any claim or assert any right under this Agreement.
• Neither party may assign its rights or obligations arising out of this Agreement without
the other party's prior written consent, except that Contractor may assign this Agreement
to one of its affiliates or in connection with any sale or security interest involving all or
substantially all of its assets or any other transaction in which more than fifty percent of
its voting securities are transferred. Contractor must provide notice of any such
assignment to the City as soon as legally permissible.
• If any term or provision of this Agreement or the application thereof, to any extent, be
held invalid or unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable will not be affected thereby, and each term and provision of this
Agreement will be valid and enforced to the fullest extent permitted by law.
• In the event that the terms and conditions of this Agreement are not strictly enforced by
Contractor or City, such non-enforcement shall not act as or be deemed to act as a
waiver or modification of this Agreement, nor shall such non-enforcement prevent
Contractor or City from enforcing each and every term of this Agreement thereafter.
• This Agreement must be executed with wet, notarized signatures, which may be
provided on multiple originals, any of which shall be independently treated as an original
document. Any electronic, faxed, scanned, photocopied or similarly reproduced
signature on any amendment hereto shall be deemed an original signature and shall be
fully enforceable as if an original signature.
• City consents to use of City's name in client lists; however, for all marketing
presentations and promotional materials, City may consent to such use of City's name
so long as Contractor provides the marketing/promotional materials to City for review
and approval. Such approvals shall not be unreasonably withheld. Notwithstanding the
foregoing, no specific details about the project shall be revealed.
• City and Contractor have entered into a related Product and Service Maintenance
Agreement (the "PSM Agreement"), that provides for, among other deliverables,
Contractor's license to City of Licensed Software, as defined in that PSM Agreement. To
the extent there is a conflict between this Agreement and the PSM Agreement, this
Agreement shall control.
30. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it each represent
and warrant that they have the legal power, right and actual authority to bind their respective
party to the terms and conditions of this Agreement.
CONTRACTOR
By:
(sign here)
,~ lfa~ll tJ.A . t?a.l;/,.t'; L&!D
(print 'flame/title)
By~ here~
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
Mayor
ATTEST:
BARBARA ENGLESW
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group 8
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
Exhibit A
Investment Summary
EnerGov License Purchase Qtv rotaleost Annual
Maintenance
rmitting & Land Mgmt Suite (PLM):
ng & Regulatory Mgmt Suite (LRM):
Trade, Rental, Tax licensing & Enforcement
Grand Total -Software
licenses Cost I Rate *Based on Named User ltcenses
134
Based on
Agency
Revenues I
30
2.433 $
AnnuatR evenues
(in millions$)
2.0
N/A
12,349
4,999
onetime
$
326,022
75,000 $
Included
12,349
28.470 s
(Minimum oflO licenses)
Licenses =$2,999 /user
20-49 licenses= $2,749/ user plus $56,981
58,684 S0-99 licenses =$2,499 I user plus $139,451
100+ Licenses= $2.249 I user plus $264,401
Unlimited Site license (enter "unl") = $699,999
Includes
Revenue based Operation-Based on Agency Operating
Revenues I Licensing Revenues or site license whichever is
13,500 greater (not to exceed $699k).
Includes a 25% discount
*Based on Server/Product license
ePian/Doc mgmt and external submission portal-
with Permitting and land Management Suite
5,125 •users must be a named license user otEnerGov platform
Includes o 5" discount
521,890 $ 93,940
Professional Services Rates subtotal
Fixed s 249,000 Project Mgmt, Consulting and Analyst Implementation
rvices resources -to be billed based on deliverables Professional Implementation Services
································································-
Onsite Training & Production Support Services Fixed s 55,000 On site Training Services billed based on delivera bles
Fixed s 20,000 Report Development Hours-billed based on deliverables
Fixed s 42,000 port Development Hours -billed based on de live rabies
except as otherwise agreed by the parties.
38 trips s 64,600
IS $250
10 $250
Total Annual Support & Maintenance
Disaster Recovery Option
Professional Services Rates
As set forth in Section 5 of the Agreement, Services utilized in excess of those set forth in the
Investment Summary and additional related services not set forth in the Investment Summary above
will be billed at the rates set below if purchased within twenty-four {24) months of the Effective Date,
and thereafter at Tyler's then-current rates.
Professional Service Resource Hourly Rate (1) Daily Rate (1)
~~.P.!~.~~-~!~~-i.?.~--~~~~~~~~-~-~~-~~~!~?..~.~~!.~.~?.!Y.~~~!..~~.L ............ ___ .....:S_1_6_s ____ .................... ?.~:.~.~P ................... .
~unior Consultant Rate (special rate): to be an
implementation resource with 2 years or less of direct
~~.P.!~.~~-~~-~.!.i.?.~--~-~P.~.~-i-~-~~~-.?.~--~-~-~-~~~~-~-~-~~--~-?.f.~~-~-~~---··········------'$_1_4_7 ____ .................... ?.~:.~?.~ ................... .
~:.~~-~-~-~~:.~.?.~.~:.~~---······································································------'-S_1_6s ____ .................... ?.~:.~.~P ................... .
!~~~~-i-~~---································································································----$.:....1_4_7 ____ .................... ?.~:.~?..?. .................. .
Executive & Data Conversion I Integration Specialist
....................................................................................................................................... ?.~.~.?. ......................................... $.~!.?.~~---·················
Software Development Programmer $225 $1,800 ·························································································································································································································
Exhibit B
Statement of Work
1 EXECUTIVE SUMMARY
1.1 INTRODUCTION
This Statement of Work ("SOW') contains the approach for the definition, configuration,
and deployment of the software and services for the Integrated Community
Development System (ICDS) including permitting, business license, code
enforcement/stormwater, inspections and citizen-access software for the City of
Carlsbad, CA. The software will be used to support the business processes of
Community & Economic Development (Planning, Land Development Engineering,
Building, Fire Prevention), Construction Management & Inspection, Stormwater,
Business Licensing, Code Enforcement and eventually Capital Improvement Projects
and Special Events permitting. The City will oversee Tyler implementation of the
Licensed Software, as that term is defined in the PSM Agreement.
1.2 SCOPE OVERVIEW
The scope of this project will include a migration from Carlsbad's Accela PermitPius
5.3.6 installation and Progressive Solutions LicenseTrak (version number 7.1.2.840) to
Tyler software and related interfaces. The City will achieve this goal through a series of
defined deliverables, and milestone achievements.
1.2.1 RESOURCES
Tyler will provide resumes for all Tyler staff working on site. Tyler will reply to City
requests for on-site staff changes upon written request to Tyler providing an explanation
of the reason for replacing a staff member. Tyler will not replace onsite staff without
advance notice and good cause. Replacement staff must be approved in advance by
City. Staffing is allocated during the Planning & Initiation phase. Only key project
sponsors (implementation director I executives, etc.) are capable of being determined
and included within the SOW/Contract.
Tyler 's Project Manager will be available and respond to the City during regular
business hours: Monday-Friday, 7:30AM-5:30 PM PST . Tyler will provide an active
phone number for the City to call their Project Manager outside of regular business
hours for emergencies critical to meeting specified deadlines in accordance with the
project plan developed. As part of the shared service expectation, additional Tyler staff
will be made available for questions from City staff assisting Tyler with the system
configuration. Availability of Tyler staff outside regular business hours will be mutually
agreed upon by the City and Tyler , understanding that meeting project deadlines will
require City staff to be working in addition to their regular day-to-day duties.
Shared Service Expectation -This model assumes the City will dedicate resources to
complement Tyler consultants throughout the duration of the project. This would be
accomplished by the City committing the following resources, at a minimum:
• Equivalent of 2 FTE's (PM, Technical Resource, Subject Matter Expert
Resource) that will assist with assess & define, software configuration and will
serve as end user training resources
• Subject Matter Experts for each department I major processes are also required
(primary during assess & define, configuration and UAT stages.
• City of Carlsbad staff will be responsible for definition and configuration of all
City-defined fields (custom fields within the main application, ePortal, and
Decision Engine) for each record type created in the system ..
• City of Carlsbad staff will partner with Tyler to create workflow templates for each
record type in the system.
1.2.2 REQUIREMENTS
The Licensed Software was selected based on a number of criteria including the
responses by Tyler in their proposal to the City's Request for Proposals for an ICDS.
Tyler's response to the requirements (known as the "Functional Requirements Matrix,"
or the "Checklist") are the driving elements of the project scope and as such, are
incorporated herein by reference. Based on the scoring provided by Tyler, the pricing of
functionality and technical requirements to be provided by the Licensed Software will be
based on the following:
Response Definition Implementation Expectation
0 Functionality not provided: Not Not in Scope
included in the proposal.
1 Partial functionality provided out of Not in Scope
the box: The vendor provides the
functionality in a limited way from its
own code base. No additional
product, customization or work-
around can provide the full
functionality.
2 Full functionality provided through Can be provided at an
complex customization. The vendor additional cost which is either
can provide the functionality, but an outlined in Tyler's response
additional product, customization or as attached or agreed upon
work-around is required. through the Change Order
Process
City Attorney Approved Version 1/30/13
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3 Full functionality provided through In Scope, included in
Simple customization (Less than 2 Investment Summary
hours): The vendor can provide the
functionality, but an additional
product, customization or work-
around is required.
4 Full functionality provided out of the In Scope, included in
box: The vendor provides the Investment Summary
functionality from its own code base.
No additional product, customization
or work-around is required.
Tyler agrees that functionality shall be delivered free of conflict 1nclud1ng but not llm1ted
to if/then functionality, georules behavior and automated processing. Should a conflict
arise during configuration and/or testing, Tyler will work to resolve conflicts and train
appropriate City staff (technical and configuration team) on how to resolve such conflicts
so as to avoid and address conflicts for any configuration executed by the City as part of
the shared implementation plan.
1.2.3 OUT OF SCOPE
a) Any custom software enhancements such as; undocumented enhancements to
source code.
b) Extensions to the scope not documented in this Statement of Work. Fees related
to any extensions to the scope must be approved through the Change Order
process documented in Section 4: Change Requests and Changes to This
Statement of Work.
c) Post System Acceptance Configuration. System Acceptance requirements are
met at the completion of System Acceptance as described in section 5.8. Any
changes requested of the Tyler implementation team to alter the configuration of
the solution's base code and configuration, post System Acceptance, must be
documented through a Change Order and may incur additional costs. Customer
has access to all built-in configuration tools and is free to reconfigure or create
new configuration as required or desired.
d) Anything not specifically stated in this SOW will be considered out of scope.
1.3 PROJECT GOALS
a) Establish a GIS-centric land management system platform including:
a. Permitting and Land Management Suite
b. Licensing and Regulatory Management Suite
c. IG workforce Mobile Platform
d. Tyler GIS
e. Tyler Citizen Access
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f. Tyler eReviews-Adobe Pro or BlueBeam are not provided and required.
g. MyGovPay payment processing
b) Provide increased accountability and transparency;
c) Improve customer service and communication;
d) Maintain or reduce processing times for plan check;
e) Provide cross-departmental project tracking throughout the life of the project;
f) Provide effective, easy-to-use management tools;
g) Improve current business processes and software for:
a. Planning Discretionary Review, Tracking and Approvals
b. Land Development Engineering PlanCheck, Tracking, and Approvals
c. Permit and License Tracking and Issuance
d. Planning and Zoning Changes and Amendments
e. Code Enforcement Issues and Resolutions
f. Stormwater Management Including Inventory, Complaints, Investigations
and Compliance
g. Scheduling and Execution of Field Inspections (Building, Fire Prevention,
Code Enforcement, Construction Management & Inspection, Stormwater)
h. Business License Issuance, Renewal, Maintenance and Tracking
i. Citizen Access to Project Status and Self-Service for Defined Permits and
Licenses
h) Provide user friendly reporting tools, enabling users to extract needed data to
support other desktop applications;
i) Allows for better security via single sign on and segregated roles and
responsibi I ities;
j) Train users on the benefits and usage of the new applications;
k) Manage and support a complete adoption and migration for long-term usage of the
solution by all registered users
1.4 ASSUMPTIONS
It is assumed that:
a) City will make IT technical resources available to assist with the Initial Installation
and Initial Data Migration.
b) Tyler will provide personnel with the appropriate skills and experience with the
Licensed Software, as defined in the PSM Agreement, for each Consulting
Session or other review activities, whether onsite or conducted remotely. Except
as otherwise agreed to by the parties, each Tyler staff member will have
experience with at least five (5) implementations of the Licensed Software, at
least one (1) of which is a California municipality.
c) Tyler will provide a project manager that is experienced and certified for the
Licensed Software, and who has implemented the Licensed Software on at least
ten ( 1 0) prior occasions, at least five (5) of which are cities of similar size to the
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City and at least two (2) of which are California municipalities, unless mutually
agreed to by both parties.
d) The City will provide adequate workspace for each onsite Tyler consultant, with
internet access and close proximity to the City Project Team. Adequate breakout
and conference space will also be provided.
e) Adequate training space will be provided by the City for training throughout the
project.
f) All software failures, or data issues found-whether by Tyler or the City will be
tracked to resolution.
g) All software failures or implementation issues will be responded to according to
the Support Call Process set forth at Exhibit 2 to the PSM Agreement between
Tyler and the City.
h) The City and Tyler will make the Project Team members available for meetings,
consulting and training sessions, discussions and conference calls upon request.
City Project Team members will respond to information requests by Tyler staff not
to exceed ten(1 0) Business Days unless agreed upon in time to minimize delays
in the project.
i) Whenever possible, City and Tyler may consider alternative meeting options
such as WebEx, Video Conferencing, Remote Desktop and Conference Calls.
Making use of this technology will help in reducing travel and expense costs.
j) Tyler resources will be on site for the production go live to support the technical
and business team.
k) The City and Tyler shall review their responsibilities before work begins to
ensure that Services can be satisfactorily completed.
I) Tyler will provide industry standard best practices based on previous
software implementations in California in order to leverage the fullness of
the Licensed Software.
m) Tyler shall initially implement the most current version of the Tyler software at the
time of the contract signing. During the implementation Tyler will provide newer
releases of the software that meet or exceed the version available at contract
signing. After Go-Live, the City is responsible for installing newer releases. New
releases will be provided to the City as part of their software maintenance
agreement at no additional cost. Release notes are provided for all new versions.
n) The City will provide Tyler with network access for remote installation and
testing through industry standards such as Virtual Private Network (VPN)
or other secure access methods after each Tyler employee who needs
access has signed the appropriate VPN agreements.
o) Tyler is responsible to provide the City with Tyler's hardware, software
and network configuration specifications within 10 days of contract
signing.
p) The City will provide/purchase/acquire the appropriate hardware, software and
infrastructure assets to support all purchased Tyler software products in both
support/testing and production environments, based on the specifications
provided in Tyler documentation. Hardware includes devices necessary to fully
utilize the Licensed Software's mobile applications.
q) The City will provide, a development/testing environment for import and
interface testing as they are developed by Tyler .
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r) Subject Matter Experts and Project Manager are required (primary during assess
& define UAT and configuration stages).
s) Data migration will be conducted in accordance with Section 5.6: Data
Conversion.
2 Implementation
2.1 Implementation Approach-
This section presents an overview of the implementation methodology and approach
which will be followed by the City and Tyler , which is also a basis for the project plan
structure.
2.1.1 Methodology
Plan -All of the work to establish the basic infrastructure and confirm general scope is
accomplished in the Plan stage. This includes establishing the project plan and project
team; confirming resources and site facilities; ordering and constructing the technical
system (hardware, software, etc.); confirming the expected use of software functionality;
identifying all of the development programming work to be done and performing initial
consulting.
Initiate -Process mapping is one of the most critical aspects of the implementation
lifecycle and includes a comprehensive review and analysis of the existing business
processes along with the subsequent definition of how those processes might be
changed in light of the new technology (i.e. understanding the "as is" and defining the
"to be"). As such, designated and empowered personnel will be involved and engaged
during this stage of the implementation in order to provide Tyler team members with
requisite detail for the "as is" and support I feedback for the "to be."
During this stage, key requirement decisions will be processed, confirmed, and
reviewed. The core project team will be trained and certified on the system. The
development and test application will be put in use at the City and tested for basic
operational capacity. The functional business requirements will be understood, with
decisions made as to how the software will be configured. Tyler staff will work with City
Subject Matter Experts (SMEs) to re-engineer business processes in order to: 1)
leverage best practices based on Tyler 's experience with similar California agencies; 2)
maximize knowledge sharing and collaboration across departments; 3) facilitate
adoption by internal users and the public; and 4) establish meaningful and reportable
metrics to track the efficacy of the business changes and system adoption. "To Be"
workflows will be created. Some core items will be configured. Detailed specifications
for each development item included in the development scope will be produced.
Planning will begin for developing a user training program. The project management
team will continue to maintain tools established in the Plan stage to keep the project on
track. A solution design review will be held to confirm the "To Be" design.
Execute -The team will be implementing the process and system changes previously
defined during the initiate stage. The configuration of modules to perform functionality
as identified in the requirements will be led by Tyler with the support of City staff. The
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technical team will be reinforcing procedures to refresh and migrate data, create the
production environment, manage database versions, etc. Project management and City
leadership will manage organizational preparedness as modules begin testing and
physical organizational changes need to be made to prepare for system go-live. A
cutover plan from testing to production will be developed, and the detailed configuration
items will be finalized. A quality gate review will be held by the City team and the
project steering committee to confirm the quality of the work prior to training and go live.
Confirm -Final preparation is being made by all teams for go-live in the confirm stage.
Integration and testing is following up the testing that was performed in the execute
stage -integration testing will test functionality between modules as determined by the
flow of the organization's business processes. The project team will create the support
plan to provide excellent service from the City Help Desk for go-live and beyond. Prior
to go live, a readiness gate review will be held by the City team and the project
steering committee to confirm the City is ready for go live.
Support -The activities that occur after go-live, to ensure the Licensed Software runs
effectively, take place during the support stage. Tyler consultants will continue to
support the City through specific first time uses of the software, such as the first
completed workflow, first completed business license, first completed permit. The
technical team will monitor the performance of the system in its first month of
production, paying particular attention to database performance. The development team
will be available for any assistance as the forms, reports and workflows are used in
production. Project management will focus on the issues log to tackle any unexpected
production issues that arise -although these should be minimized by thorough testing
and the quality gate review. A close out gate review will be held to confirm the
business is back to normal and the system is stable. Normal is defined as " business
transactions are being processed at a normal pre-project baseline". Stable is defined as
"system running as expected with no P1 incidents after the first months close".
Initial support during the project will come directly from the Tyler project team, however,
as the project progresses and end users have problems they should be directed to the
City project Subject Matter Experts (SMEs) and/or the City's help desk. This will ensure
the transfer of knowledge from Tyler to the City project team is happening. After the
training program is complete and the system is functional, City project SMEs can assist
or review all open support cases. At go live it is expected that Tyler will have resources
on site for a week to assist with any issues post go live.
The goal of the Tyler Support department is to provide expeditious technical assistance
to Tyler software users in overcoming issues, understanding certain functionality, and
recommending approaches to various scenarios. Tyler will strive to answer City
questions quickly and accurately in accordance with the Support Call Process set forth
at Exhibit 2 to the parties' PSM Agreement. As set forth in that exhibit, Tyler offers
multiple ways to contact support personnel, as well as access to thousands of users
across the country who have the experience to help utilize the software to its greatest
benefit.
• Unlimited toll-free telephone support
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• Electronic support via email and web-based chat
• Remote diagnostics and fixes
• Tyler Community-Connecting you to thousands of Tyler experts
• Online knowledgebase and FAQ documents
• Complete documentation, linked directly from the software
2.1.2 Tracks
The following tracks represent work tracks that run throughout the project methodology
with specific deliverables at each stage:
Project Management -Using a proven implementation methodology along with years
of experience, Tyler will follow the standard project management body of knowledge
(PMBOK) methodology and will adhere to the City's project gate reviews. Throughout
the project, the project manager for Tyler and the City will keep the project organized,
on schedule and on budget. A series of project management tools will assist the project
manager in leading the project effort, including high level and detailed project plans, an
issues log, a project team organization chart and a comprehensive project
communication plan that addresses the communication needs for every internal and
external stakeholder. These are all housed in the City's portfolio tool, Daptiv. Tyler will
be provided access to this application and content on the City's SharePoint project site.
Deliverables outlined in this Statement of Work will be developed and approved based
on templates provided by either Tyler or the City. During the PLAN phase, Tyler and the
City will mutually agree on the template and format of deliverables throughout the
project lifecycle. The City project manager will work with the City to create a change
management plan to assess the City's readiness for change and provide sufficient
preparation. Finally, at key milestones, a stage's deliverables will be compiled together
for a complete project summary document.
Tyler performs ongoing project management services throughout the implementation in
order to plan and monitor execution of the project. Project Management includes the
following tasks:
• Project plan management using Microsoft Project (made available to Customer
project management team)
• Project document management using Microsoft SharePoint (provided by
Customer)
• Issue log management and escalation
• Status reporting
• Tyler will provide Customer with a weekly status reports that outline the
tasks completed including resources used by Tyler staff to complete those
tasks. Tyler will also provide details regarding the upcoming tasks that
need to be completed during the coming weeks, the resources needed
(from customer) to complete the tasks, a current or updated version of the
project plan, and a listing of any issues that may be placing the project at
risk (e.g., issues that may delay the project or jeopardize one or more of
the production dates) as needed.
• Change order management
• Project workspace management
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• Resource management
• Executive project oversight via Executive Director and Project Review Committee
Technical -The first activities to be performed for the implementation will be the
specification, ordering, staging, and installation of the system-the hardware, software
and third-party products that will make the Licensed Software function smoothly and
reliably. The technical track team will guide the City through a series of clearly explained
activities and deliverables to ensure that the system is ordered to correct specifications.
The City of Carlsbad will order and install the hardware. The software will be installed by
Tyler technical resources. Throughout the implementation, Tyler will provide technical
consulting and training to the systems' administrator(s) in areas such as database
maintenance; data refresh and restore procedures, data migration and printer setup.
The technical track is also responsible to work with Tyler and the City's 3rd party
applications to create effective integrations.
Functional -The functional track consists of the following elements that may exist on
the implementation project: configurations, workflows, data conversions, forms, and
reports. The first activities and deliverables revolve around a thorough scoping effort in
the initiate phase in each of these areas. The data migration conversion scope
deliverable will describe the source data, volumes, conversion method, etc., so that a
complete scope of every conversion requirement will be established and updated
throughout the project. This approach will be consistent across the functional areas.
After scoping is complete, "to be" specification documents will be completed for each
item across the areas as needed. Finally, the system will be configured, tested and
implemented to ensure that all data flows in a manner that most effectively supports the
business requirements.
Training -Perhaps no area is more important to successful change management than
end-user training that will provide a rapid but deep understanding of how the system
and new business processes will support the performance of jobs on a day-to-day
basis. The focus of the training will be training on the new system for all areas including
permitting, inspections, business license, payments, electronic review, workflow and
new security models and the technical expertise to manage the system after go live.
Additionally, training will need to be provided to the core team for early understanding of
the out of the box system to assist with workflow configuration. The end result will be a
project team that succeeds in configuring and delivering quality functionality to the
organization, and a group of end users who are able to perform their responsibilities on
the new software efficiently and with confidence. Tyler will provide City with hard copy
and digital versions of training documents. Tyler and the City will ensure those training
documents are specific to the City's Licensed Software implementation.
The modules and licenses planned for implementation are set forth in the Investment
Summary at Exhibit A.
2.2 Definitions
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Deliverable -The documents and/or materials and activities identified in Section 3 of
this Statement of Work (SOW).
Change Request-Means proposing a request for a change to this SOW.
Onsite-The activity shall be conducted at City facilities in Carlsbad, CA.
Third Party Software -Any software used to complete the solution that Vendor
provides, where ownership rights are held with someone other than the Vendor.
2.3 Project Staff Descriptions
The following table provides an overview of committees and positions listed below. Final
responsibilities of team members are identified during the implementation-planning
phase of the implementation.
ROI$1POSjliPJ1 l~lJJ·.··.· .. ···· ·:·61·~ Ef;~{t:~~;ij;H\i·*·~···;;.·tl~.··· '. ··< Jlllr:· '" '
Executive Steering Provide staff and facilities to Provide support to City
Committee the implementation effort as Project Management T earn
Composed of Project described herein. in reporting project progress
Sponsor, IT Director & CEO to Committee
Director, Assistant City
Manger
Make final decisions on policy
changes as necessary
Communicate to governing
body as necessary
Final City escalation point for
project issues
Meet monthly or more
frequently as needed to
review progress
i' ' ': .'····'
.
Project Sponsor Approve material changes in
the project plan
Advise Project Managers on
resolution of project issues
Immediately resolve any
delay in decision-making that
could impact the project
timeline.
Report project progress to
Executive Steering
Committee
•.. • ·.· :·.,,, ,· '
Project Management Fulfill Go Live dates Fulfill Go Live dates
City Attorney Approved Version 1/30/13
23
Rotete9titl6n / \, ·. ~ Cltv Tyler
(Tyler Project Manager,
City Project Management
Team)
Monitor and report overall Support City Project
implementation progress Management Team in
monitoring and reporting
overall implementation
progress
Monitor and report progress Monitor and report progress
on City's responsibilities on Tyler 's responsibilities
Immediately notify Tyler Immediately notify City
Project Manager and Project Project Management Team
Sponsor of any issue that and Project Sponsor of any
could delay the project issue that could delay the
IR_roject
Supervise City Project Team;
fulfill all City project
deliverables.
Provide availability to the
infrastructure and facilities as
per the project schedule.
Provide City Staff according Provide Tyler Staff according
to the project _plan. to the prolect plan
Facilitate coordination Facilitate coordination
between various external between all Tyler
contractors and various City departments
Departments
Document or supervise Tyler will provide the
documentation of all important templates and help with the
project and software process for completing them.
configuration decisions
Coordinate, direct, and define Coordinate pre-Go Live
pre-Go Live testing by City testing by Tyler staff
staff
Serve as the point person for
all project issues.
Provide issue resolution
status, tracking, and
procedures
·' ..
Project Team Leads Team Leads from the City Check that Software
(Application) include individuals from operates after configuration
community and economic as per its documentation
development.
I Coordinate with the R_roject Lead software configuration
City Attorney Approved Version 1/30/13
24
Role/Position CITY >> 1'yler]:0 ( :' ' '" 5 "" manager in communications
and issue resolution
Make recommendations to Assist with the resolution of
the Project Manager issues
concerning any policy or
implementation issues
Participate in pre-Go Live Trains the City core group
testing during the configuration of
software
Assist Tyler with software
configuration
Provide support to the user
community in the post
production timeframe
·.•·. ;:' : > .•.• i >' 'Li,: .}!; i~t~.~f>6 i ·• t :c: {t ·'" ·.: . ..
Project T earn Leads Refine specifications for Deliver training on how to
(Technical) reports to be delivered by process conversions utilizing
Tyler per this Statement of standard conversion utilities
Work according to City
specification and this
Statement of Work
Assist with converted data, Create and deliver Reports
Software Configurations, and according to this Statement
Reports for compliance with of Work
specifications
Set up security profiles. Provide training on workflow
Provide training on security. and assist with set up
Provide Specifications for Verify security profiles.
workflows if needed.
Provide hardware and
securffil_ access as needed.
:~\';"' \;.,
Functional Experts (SMEs) Support Project Team Leads
and Project Manager in all
their duties
Assist with the assessment of
business processes and
identifying ways the new
system can be utilized.
Assist in the resolution of
issues impacting their areas
of expertise
Assist in the configuration of
the new system
Assist in the testing_ and sign
City Attorney Approved Version 1/30/13
25
RolelPdaftior( .. · ClrY .[k Tyler·
off of the new system
Assist in the organization
adoption and training of the
new system
3 Project Deliverables by Stage
The following tables describe, for each phase, the implementation activities and
deliverables to be completed by the respective City and Tyler roles. This implementation
will have a City Project Manager and a Tyler Project Manager. The methodology applies
the approach and tracks to form a well thought out RACI between the contracted
parties.
For each stage below, tasks are generally assigned and arranged with responsibility
definitions for both Tyler and the City as follows:
• Own-Ownership of the task throughout
• Participate -Active, ongoing participation in the task throughout; this
includes tasks where Tyler will train City staff on any implementation
processes for which Tyler and City staff will share the workload (e.g.-
configuration)
• Advise -Advisory role as needed by the other party
• None -No planned/required involvement by the designated party
During the PLAN phase of the project, the detailed project plan will confirm these roles
and responsibilities including estimated resource allocation percentage for both parties
according to detailed task.
Conduct
Planning/lnitiatio
n Introductory
Phone call
Plan all of the
sequences of
major steps in
the project, from
contract signing
to go-live.
hours
This activity occurs post contract
execution. The deliverable will be a
Phone Call with instructions for how
to roceed for the nni
Project Plan -High Leve The high
level project plan is an MS Project
based visual representation of the
summary activities, deliverables and
milestones of the project. It will be
organized around stages, tracks and
deliverables as well as the City's phase
detailed
J.>rniPI"t based
26
Participate
Project
Manager
25 Own
Project
Manager
50
75
75
City Attorney Approved Version 1/30/13
for each person
on the project
team to
accomplish all of
the work they are
assigned.
Establish a
central place for
all issues to be
entered, tracked
and managed
towards
resolution.
Establish a place
for key project
decisions to be
documented
Establish a
mechanism and
process to
maintain visibility
on the overall
project costs -
bud et vs. actual
Create a
communications
plan that will
identify all of the
necessary
communications
to keep all
stakeholders
informed
throughout the
ect
Create project
status meetings
for the various
groups and
timeframes.
(ex. Project
team=weekly)
SME-Mont
Deliver Planning
& Initiation Sign
Off to C
representation of activities and
deliverables assigned to specific people
on the project team . Each task
assignment will include an estimate of
expected hours and remaining hours by
person. This will be tracked in the City
project management tool as well.
(Daptiv-to be maintained and
managed by the City)
Issues/Risk Log The key principle is to
foster an environment, technically and
culturally, where many people will use
one central place to log issues and risk,
in as easy a medium as possible. A
decision log will also be kept to confirm
major implementation decisions.
Decisions are made and mutually
approved by the Tyler Project Manager
and at least one Project Lead (Tool)
(SharePoint)
This will be done in the City project
ma ent tool as well.
Budget Plan The Budget Plan is an MS
Excel spreadsheet that is established to
track all aspects of actual
implementation costs against the
budget. (Tool) This will be done in the
City project management tool as well.
Communication Plan The
Communication Plan is an MS Word
document that first identifies all of the
internal and external stakeholders, and
details the messages they need to
receive, how often the messages should
be sent, and in what medium. Once this
is established, a calendar is used to
create specific communications tasks for
the Project Manager.
Weekly project team meetings will
have an agenda prepared at least 24
hours ahead of scheduled meeting. All
project status meetings will include the
use of Web Ex or similar technology.
Project Status template-See
SharePoint site
Verified completion of all aspects of this
stage, provide Planning Stage Sign Off
form
27
Manager Manager
Own 75 Participate 25
Project Project
Manager Manager
Participate 50 Participate 50
Project Project
Manager Manager
Participate 50 Participate 50
Project Project
Manager Manager
None 0 Own 10
0
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Return Planning
& Initiation Sign
Off
Conduct a
Technical
Planning
Teleconference
that will plan and
prepare all
activities for the
Technical Track's
Plannin
Review
Hardware/Techni
cal
Specifications.
Deliver and
review Data
Conversion
Template
Database (OCT-
on
Provide Tyler
remote access to
required
environment for
installations and
system
configuration
Conduct an
analysis of
existing
workstation
specifications for
use in
determini
Confirm completion of PLAN stage;
provide executed Sign Off form
The Technical Planning Summary will
summarize on paper all aspects of the
technical planning teleconference,
including responsibilities of all parties,
hardware specifications and ordering
instructions, database specifications,
network specifications, backup
processes, etc.
The Hardware Specifications
Documentation will provide details
regarding all requirements for ensuring
the overall hardware architecture will
function effectively including any mobile
hardware. Tyler is responsible to
provide the City hardware, software and
network configurations in accordance
with Tyler specifications within 10 days
of contract s nin .
Agreed upon Data Conversion
Template for City usage to migrate data
from current permitting system and
licensing system.
List of identified databases by name a
location.
The City Network Engineer will conduct
a needs analysis and provide access to
the appropriate Tyler resources at the
appropriate access levels. Tyler to
provide a list of qualified users with
signed VPN authorization forms. Tyler
users authenticated.
The Workstation Requirements list
provides the City with an outline for
managing End User Workstations. Tyler
must provide the specific Tyler system
requirements for the work statsions.
28
Own
Advise
Technical
Lead
Participate
Technical
Lead
Own
Technical
Lead
Own
Network
Engineer
Own
Technical
Lead
10 None
0
so Participate
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
25 Own
Project
Manager
Installation
Services
Coordinator
/System
Administrat
or
15 Own
Technical
Resources
85 Advise
Technical
Resources
10 None
0 Technical
Resources
85 Participate
Project
Manager
0
75
85
15
0
15
City Attorney Approved Version 1/30/13
workstation
upgrade and/or
installation
requirements.
Deliver and GIS requirements list for integration Own 85 Participate 15
review GIS with Tyler GIS Lead Project
requirements and Manager
best practices Installation
documentation Services
Coordinator
/System
Administrat
or
Create AS IS and Context Diagrams provides the team Advise 15 Own 85
TO BE contextual with visual understanding of what Technical Project
diagrams hardware and software environments Lead Manager
will be used in each stage and how the Installation
data and content are moved between Services
the systems. Coordinator
/System
Administrat
or
Review Content Agendas/Who to Attend -Agendas Participate Participate
of Standard are a series of Microsoft Word Project Functional
Functional documents that provide standard Manager Consultants
Consulting content for each Functional Consulting Functional
Agendas and session. Attendees of Functional SME Team
create a Consulting sessions would include the Members
preliminary list of Core Project Team and subject-matter-
attendees for experts as necessary. Complete
each session. agendas will be provided as part of the
im lamentation
Provide materials Standard Consulting Manuals-Advise 2 Own 7
to assist with the Standard Manuals are Microsoft Word Functional 5 Functional 5
training of staff documents and or Adobe Acrobat Files SME Team Consultants
throughout the designed to supplement training efforts Members
implementation. via user guides to assist throughout the
im lamentation.
Update City Updated city SharePoint site which Own 8 Advise 1
SharePoint site allows Tyler employees access to Project 5 Functional 5
to manage project content and data. Visibility to the Manager Consultants
project status report as well as any content
deliverables, documents, plans or other necessary
documents, UA T templates.
and other
aspects of the
overall
entation
Configuration collection templates-Own 9 Advise 1
"as is" workflows Functional 0 Functional 0
SME Consultants
City Attorney Approved Version 1/30/13
29
provide all "as is"
workflows prior to
the assessment.
Maintain
Maintain
Maintain
Create or modify
existing Test Plan
Templates to match
the requirements of
the c· set
Solution design review
with the project
steering committee
lution Design
noff
Deliver Assess &
Define Signoff
Return Assess &
Define Sign Off
Discovery Call
followed by Scope of
work deliverable.
City team to Install and
Prepare new
environment, based
upon Tyler hardware
uirements
Discovery Call
followed by written
specifications.
Issues/Risk Log
Budget Plan
Communication Plan
Test Plans will be documents that
outline a test plan for each module
and will be modified and owned by
the client as needed.
Solution Design Gate Review
City approval of solution design
Assess & Define Signoff Form
Confirm completion of assessment
and solution definition stage;
ide executed Si form
Development Install and Initial
Data Migration
HW and Environment Setup
• DEV/TESTS Environment
• PRODUCTION
Environment
Integrations:
• Core cashiering
• FileNet/Enterprise
Content ement
30
Participate 50 Participate 50
Project Manager Project
Ma er
Own 75 Participate 25
Project Manager Project
Man
Participate 50 Participate 50
Project Manager Project
Man
Participate 25 Own 75
Functional SME Functional
Team Members Consultants
Own 100 None 0
Project Steering
Committee
100 None 0
0 Own 100
Project
Ma er
Own 100 None 0
Project Sponsor
Participate 10 Own 90
Project Manager Project
Manager
Installation
ist
Own 90 Participate 10
Technical Lead Project
Network Manager
Administrator
Participate 50 Participate 50
Project Manager Project
Technical Lead Manager
Developer
City Attorney Approved Version 1/30/13
• Customer Relationship
Management -
Go
Develop Configuration Technical Specifications for GIS Own 90 Participate 10
Definitions-Georules Technical Lead
Deliver ArcGIS base GIS services 100 Advise 0
map service(s) to Tyler connected/delivered
Tyler consultant to Security setup Own 85 Participate 15
assist with Technical Lead Project
configuration and Network Manager
training of Carlsbad Administrator Functional
technical staff Functional rts Consultant
Activities: Build Specs Deliverable =Tangible item in bold City Role % Tyler Role %
nt
Deliver API's for any City to provide the necessary API Own 100 None 0
integrations that connections to our systems. Technical Lead
require them (third
party I integration
Develop design Deliver Final Integration Participate 50 Participate 50
specifications -Development estimate (hours and Technical Lead Technical
Integrations cost) and accompanying Change Lead
Order
Develop design Participate Technical 50 Participate 50
specifications -Final Lead
Data Conversion •
Mapping • License Track
rint
Tyler Consultant to Top 20 Reports Development Own 85 Participate 15
validate City's Deliver Report I Forms Project Manager Project
specifications. Requirements and PDF samples Functional Expert Manager
Specifically top 20 for any required custom reports (if Functional
reports necessary) Consultant
Finalize List of Custom Reports I
Ou ut Documents to be
Develop Configuration Functional Specifications Own 85 Advise 15
Definitions -document-Core cashiering Functional Experts
WorkflowsiCase system
Functional Specifications Own 85 Advise 15
document-ePortal and Decision Functional Experts
Engine
esiF eesl Au tom at ion
Return the Process "TO BE" Workflows Own 80 Participate 20
Functional Experts Functional
Consultant
Activities: Build Specs Deliverable = Tangible item in bold City Role % Tyler Role %
Deliver and review list 75
out-of-the-box
City Attorney Approved Version 1/30/13
31
standard reports,
documents,
dashboards and
search consoles in
order to identify any
gaps in report
coverage that may
require custom report
deve ment
Deliver out-of-the-box
standard worflows in
order to identify any
gaps in process that
may require custom
l"'<=>'""'lnnlm<=>nt
Tyler Consultants to
deliver General
Overviews for each
Module
Tyler Consultant to
configure security as
defined by the City and
rovide trainin .
Create training plan
based on security
rnance model
Final Workflow Configuration
Gap List
Initial Training Session
Security Configuration setup
Training Plan
Maintain Project Plan -Detailed
Maintain Issues/Risk Log
Maintain Budget Plan
Maintain Communication Plan
The Process/Parallel Test Plan will
Functional Expert
Participate
Project Manager
Functional Expert
Participate
Project Manager
Functional Expert
Participate
Participate
Set up scenarios
that outline the
steps necessary
to test each
process beginning
to end. Update
Process/Procedur
e documentation
be a Document that outlines the steps Functional Team
necessary to test each core process
integration from one module to the
next in addition to City business
processes
7
5
Manager
Functional
Consultant
25 Own
15
15
50
Project
Manager
Functional
Consultant
Own
Project
Manager
Functional
Consultant
Own
Participate
75
85
85
50
50
50
25
50
25
City Attorney Approved Version 1/30/13
32
Develop test Test Scripts for usage with Participate 5 Participate 50
scripts and testing development, test environment and Functional Team 0 Functional
criteria (based on production environment Consultant
documented
business
processes,
interfaces,
imports, reporting,
etc.
Record and Track Testing Results log -SharePoint Own 7 Participate 25
testing results Bug Tracking Log-In Daptiv & Project Manager 5 Project Manager
in SharePoint
Provide, Cutover Strategy Document Advise 2 Own 75
collaborate and Contextual Diagram Project Manager -5 Project Manager
review the Functional Expert
documented cut Technical Expert
over
Quality review Quality Gate Review Own 1 None 0
with the project Project Steering 0
steering Committee 0
committee
Quality Signoff City approval of configuration 1 None 0
quality Project Sponsor 0
0
Deliver System System Configuration, Build None 0 Own 10
Configuration , Specifications and Build Signoff 0
Build Forms
Specifications and
Build
Return System Confirm completion of System Own 1 None 0
Configuration , Configuration, Build Specifications 0
Build and Build stages; provide executed 0
Sign Off forms
Activities:
Tyler GIS content entered, fully 7 Advise 25
configured, system report 5 Project Manager
Configure System Tyler security content entered, fully Own 7 Advise 25
-System configured, system report Technical Lead 5 Technical
Securities/ Users -Provide user log in for project team Resources
hts & Roles for con rations
Deliver populated Tyler data conversion Own 1 None 0
Data Conversion documentation complete Technical Lead 0 Technical
Template 0 Resources
Database (OCT-
DB
Conduct basic Test results for Georules Participate 5 Participate 50
system Test results for Security set up Technical Lead 0 Technical
configuration Resources
testing/retesting
walkthrou h
City Attorney Approved Version 1/30/13
33
Deliver and review
populated Data
Conversion
Template
Database (DCT-
DB) with Tyler
Data Services
team mem
Import data into
Tyler master
database from
populated Data
Conversion
Template
Database (DCT-
Produce, deliver
and review
internally tested
import of legacy
data into Tyler
master database
Produce, deliver
and review
internally tested
integrations per
defined
uirements
Deploy fully
configured and
imported master
Tyler database
into the testing
environment
Develop fully
configured
Production
environment
Configure System
-Workflows/Case
types/Fees/ Au tom
ation
Configure the
software based
upon definition
established in the
previous Assess &
Define stage
Complete file of data to be
converted.
"Master" data base populated with
converted data,
CONVERTED DATA REPORT
Test Results document of the data
conversion
Development test results document
of integration
Testing environment available
Production environment ready for
Go Live
400 Fully configured workflows
Tyler supplied resources are limited
to 100 unique workflows.
Permitting co urations complete
Business License configurations
complete
Inspections configurations
complete
Code Enforcement configurations
complete
ePortal configurations complete
Decision Engine configurations
lete
34
Own
Technical Lead
Participate 2
Technical Lead 5
Participate 7
Technical Lead 5
Project Leads
Participate 7
Technical Lead 5
Project Leads
Own 7
Technical Lead 5
Own 7
Technical Lead 5
Participate 5
Functional Experts 0
Participate 5
Functional Experts 0
Resources
Own
Technical
Resources
Participate
Technical
Resources
Participate
Technical
Resources
Advise
Technical
Resources
Participate
Technical
Resources
Participate
Project Manager
Participate
Project Manager
75
25
25
25
25
50
50
City Attorney Approved Version 1/30/13
eReviews configurations complete
iG Workforce configurations
lete
Conduct basic Development Test results for Own 8 Participate 15
system Permitting Functional Experts 5 Project Manager
configuration Development Test results for
testing/retesting Business License
walkthrough Development Test results for
Inspections
Development Test results for Code
Enforcement
Development Test results for
ePortal
Development Test results Decision
Engine
Development Test results
eReviews
Development Test results iG
Workforce
Produce, deliver Participate
and review Project Manager
internally tested
custom reports
per defined
uirements
Produce, deliver Test Results OMS/Enterprise Own 7 Participate 25
and review Content Management Integration Functional Experts 5 Project Manager
internally tested Test Results Core Integration
integrations per Test Results Customer
defined Relationship Management
requirements Integration
Update and Completed Training Plan Participate 5 Participate 50
complete plan for Functional Experts 0 Project Manager
training necessary
for the City to
successfully
lement.
Create a schedule Training Schedule Participate 5 Participate 50
by module Functional Experts 0 Project Manager
identifying core
team training
classes.
Create City Training Materials Participate 5 Participate 50
specific training Functional Experts 0 Project Manager
materials to aid in
the delivery of
training to end-
users.
City Attorney Approved Version 1/30/13
35
Develop and review
acceptance
schedule and
criteria
Maintain
Maintain
Maintain
Update plan
including training
results, cutover
communication
plans, go live
plans and support
s
Readiness review
with the project
steering
committee
Readiness Signoff
Deliver Internal
Testing, System
Acceptance, User
offs
Activities: System
Acce
Execution of End
User test scripts
The combined
City I Tyler project
team will validate
data before the
final conversion is
Project Plan -Detailed
Issues/Risk Log
Confirm there are no en P1 issues
Budget Plan
Communication Plan
Updated Cutover Plan define support
logistics and schedule
Readiness Review Gate
City approval of system and user
readiness
System Internal Testing,
System Acceptance,
User Training Signoff Forms
Confirm completion of Internal Testing,
System Acceptance, User Training
stages; provide executed Sign Off
forms
Deliverable =Tangible item in bold print
End User Test Script results
Data Validation reports
Interface Test results are plans that
determine the steps necessary to
adequately test each interface
program, followed by a verification
statement that the lar interface
36
Participate
Project Manager
50
Own
Project Manager
Own 100 None
Project Steering
Committee
100 None
0 Own
Own 100 None
City Role % Tyler Role
Own 85 Participate
Functional Experts Functional
Consultants
Own 85 Participate
Functional Experts Functional
Consultants
Developer
Own 85 Participate
Functional Experts Functional
Consultants
Developer
50
50
50
25
0
0
100
0
%
15
15
15
City Attorney Approved Version 1/30/13
the interfaces are has successfully passed testing prior
put into to go-live.
uction.
The combined Forms Test results are plans that
City I Tyler project determine the steps necessary to
team will test all adequately test each form (printing it
forms to examine with relevant data that shows up in the
that the data fits in proper spaces), followed by a
the proper spacing verification statement that the
on the form. particular form has successfully
testi to
Own
Functional Experts
85 Participate
Functional
Consultants
Developer
15
The combined
City I Tyler project
team will run all
reports to review
that the required
information is
produced in the
correct format
when rinted.
Reports Test results verify
developed reports are run, the
information provided matches
requirements.
when Own 85 Participate 15
The
City I Tyler project
team will test all
workflows and
configurations.
These tests also
include the Citizen
Access and
Intelligent
Automation
elements of any
self-service
workflows
accessible by the
blic.
Test each process
from beginning to
end using
samples already
processed in
legacy system.
Compare results.
Change
p rocesslp raced u re
documentation as
needed.
Manage the issue
list to remediate
P1 bugs
discovered during
testi
Finalize
configuration
documentation
rkflow Test results w be
conducted within the context of
process tests to verify that workflows
and configurations provide the
functionality envisioned and required.
that all integration items function as
designed as depicted in business
scripts that represent real life
examples of daily processes that will
be performed in the system.
P1 Remediation List, listmg actions
taken to remediate the issue.
Final Configuration (As Built)
Documentation Once the final system
is tested documentation will be
37
Functional Experts
Own
Functional Experts
Technical Experts
Advise
Technical and
functional experts
Participate
Technical Experts
Functional
Consultants
Developer
85 Participate
25
50
Functional
Consultants
Developer
Advise
Functional
Consultants
Developer
Own
Developers
Participate
Functional
Consultants
15
75
50
City Attorney Approved Version 1/30/13
Train
Execute Training
Plan
updated to describe not only each
configuration setting, but the reasoning
behind each con uration decision
Host training as scheduled, record
results foro anizational
Provide facilities Training rooms scheduled
suitable to training
and testi needs
Provide Tester training results
Comprehensive
training for testers
I functional
Web based Training, Instructor Led
Traini End User Trainin Results
Readiness Gate Metrics
Confirm Cut Over Ramp Down Confirmation
Plan
Confirm Cut Over Cut Over Confrimation
Plan
Confirm Cut Over Ramp Up Confirmation
Plan
Confirm Success Smoke Test Results
Provide live Email GO Live announcement
system access to
users
3.5 SUPPORT Deliverables and Tools
Complete Project Plan -Detailed
Develop and Issues Log
maintain post-
production issues
list
38
Developer
Own
Project Manager
Participate 25 Own 75
Functional Experts Trainer
50
75 Participate 25
Project Team
75 Participate 25
Project Team
75 Participate 25
Project Team
75 Participate 25
Project Team
100 Participate 0
Project Team
City Attorney Approved Version 1/30/13
Maintain
Complete
Close out review
with the project
steering
committee
Deliver
Production &
Production
Return Production
& Production
Su Off
interface
programming
performed, the
operational steps
required to run
the conversion
and the
maintenance
steps required to
keep it
Document the
forms
programming
performed, the
operational steps
required to use
the form and the
maintenance
steps required to
keep it
Document the
workflow
configuration
performed, the
operational steps
required to use
the workflow and
the maintenance
steps required to
keep it
operational
Cutover Plan
Budget Plan
Closeout Review confirms the
business is back to normal and the
system is at a steady state.
Production & Production upport
Signoff Form
Confirm completion of Production &
Production Support stage; provide
executed n Off form
City approval of system and user
readiness
Interface Documentation details
what was programmed, how to run the
interface (automated or manual
initiation), and how to maintain it in
production
Forms Documentation details what
was programmed, how to use I print
the form, and how to maintain it in
production
Workflow Documentation
what was programmed to enact the
modification and how to maintain it in
production
39
Own
Project Steering
Committee
er
Own
Participate
Technical Lead
Participate
Technical Lead
Participate
Functional Expert
50
50
0
0 Own 100
100 None 0
100 None 0
Participate
Developer
50 Participate 50
Developer
50 Participate 50
Developer
City Attorney Approved Version 1/30/13
reports was programmed to develop the Functional Expert Functional
programming report, how to run it and how to adjust Consultant
performed, the I maintain it in production
operational steps
required to run
the report and the
maintenance
steps required to
keep it
operational
First Month Processing involves the Own 85 Advise
group of activities needed to be Functional Expert Functional
completed on the new system on a Consultants
basis ..
Populate Data Participate 50 Participate
Conversion Technical Lead Developer
Template Network Engineer
Database (OCT-
DB) with latest
iteration for
Production
Conduct Production System with Current Participate 50 Participate
Production import Production Data Technical Lead Developer
of data from Data Network Engineer
Conversion
Template
Database (OCT-
DB) in master
Tyler database
and deliver to
On Site support Resources on site for Go Live Participate 25 Own
for post go live Project Team Project Manager
issues and bug Developer
fixes.
Change Requests and Changes to this Statement of Work
Either party may request, in writing, changes to this SOW that will change the project
scope. Such a request is binding on the parties only if it becomes a formal written
Change Order.
The change control procedure is as follows:
15
50
75
a) Either Tyler or the City management may propose a change by written submittal
of a Change Request to the other party.
b) The other party has five (15) business days (or as mutually agreed upon) to
determine whether it agrees to the Change Request.
c) If both parties agree to the Change Request, the change will become a Change
Order documented and signed by both parties.
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d) If agreement to pursue a Change Order does not occur in fifteen (15) business
days of the initiation of the Change Request (or as mutually agreed upon), it is
assumed that the Change Request has been rejected.
e) There shall be no oral Change Order(s).
f) All Change Requests must be approved by the City amendment process.
4 Scope Clarification & Miscellaneous Items
4.1 Installation Services
The following steps will be performed by Tyler staff.
a) Installation & Initial Data Migration of Licensed Software, as defined in the PSM
Agreement, for Development and Test environments
a. Install SQL Server Database (City of Carlsbad will purchase and install the
hardware)
b. Install Licensed Software for Application Server and Web Server(s)
b) Licensed Software System Admin training
c) Installation & Data Migration of Production environment
d) Final Data Roll and Go Live
e) Create copy of production environment to Disaster recovery instance
4.2 Requirements
a) Out of Box statements as provided in the RFP requirements list
4.3 Reporting
a) Standard reports will be provided
b) 20 custom reports will be created as identified in planning
4.4 Workflow
a) Workflow Model training, testing and assistance will be provided as needed
b) As built workflow documents will be created post configuration
4.5 Interfaces
a) Interface to the core cashiering system
b) Interface to the enterprise content management system
c) Interface to the customer relationship management system
4.6 Data Conversion
One of the more difficult aspects of software transition revolves around data conversion.
Optionally, data can be entered into a new system manually but the time, expense and
accuracy of this method falls short of most project requirements. Automating the
process through the use of custom written code is faster, less expensive and more
accurate but creates friction points between vendor and customer.
The following criteria are applied to Data Conversion:
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Data Format
The Customer must provide data to Tyler in the Data Conversion Template Database
(OCT -DB) structure. Providing data in this format will ensure that data is properly
imported into the system. Data not provided in this structure will not be considered for
import.
Data scrubbing/cleansing
Any data scrubbing should be done by the customer prior to populating the OCT-DB.
Data scrubbing and cleansing is not included in the Tyler proposal.
Required Fields
There are certain fields in the Tyler software which are required fields, and we cannot
write records to the Tyler master DB without populating these columns. Sometimes,
these required fields will not be available in the legacy source data, so a simple default
value can be written to the OCT-DB to fulfill the NOT NULL constraint.
Custom Fields
Most legacy systems will have some attribute fields that are not specified in the
corresponding master table within OCT-DB. In the Tyler software, we will refer to these
as custom fields. Within each module, there will be a child table for such custom fields.
Since these are specific to the legacy system(s), the Customer may add columns to
these tables in OCT-DB to accommodate any needed custom fields in the migration.
Parsing data
Address Data: Tyler does not parse out address information for optimization
purposes. Rather the customer is responsible to deliver the address information
in the requested (preferred format). Tyler will import the address data delivered
(format) and map the fields to the best possible location in the Tyler system.
Tyler is not responsible for cleanup of inconsistent addressing.
Phone Numbers: Phone numbers are imported in the format in which the data is
delivered to Tyler. Tyler is not responsible for cleanup of inconsistent numbering
or sequencing.
Individuals I Names: Individual names are imported in the format in which the
data is delivered to Tyler . Tyler is not responsible for parsing out single name
fields into First, Last, Middle, Company, etc.
Contacts Data: If contact data is not keyed in such a way that each instance of a
person has one, and only one, contact record (the record with all of their
attributes such as name, address, company, phone, etc.) in the data source, then
the contacts associated with a record will typically be imported into a general
information tab rather than into the Tyler Enterprise Contacts Manager.
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Business-Specific Rules
Business specific rules are handled in the software configuration process and cannot
typically be mapped within the Data conversion process. This includes but is not limited
to Tyler Intelligent Objects and Tyler Case Workflows
Calendars & Scheduling
Tyler software can import scheduled hearings and meeting details; however any data
residing on an actual calendar control is excluded from the scope of the data
conversion.
4.7 Escalation Procedures
The City and Tyler should anticipate challenging issues to arise throughout the
implementation process due to the complex magnitude of this project. In order for
challenging issues to be remedied in a timely fashion, the City and Tyler will utilize the
following Escalation Procedure:
All communication regarding the project should be directed to Tyler 's Project Manager
and the City's Project Manager in order to maintain consistent communication between
the parties. Scheduled weekly meetings will be maintained between the Tyler project
team and the City's Project Team.
All issues or concerns will be discussed actively and openly between Tyler's Project
Manager and the City's Project Manager.
If issues begin to interfere with the progression of the implementation project, the City
and/or Tyler should escalate challenges to Tyler management in the sequence below,
as needed:
Chris Therrien 888-355-1 093 X 31 05 Chris.Therrien@tylertech.com
Mark Beverly 888-355-1 093 X 31 00 Mark.Beverly@tylertech.com
Dane Womble 806-791-8200 Dane.Womble@tylertech.com
Escalation to CITY management Team should be as follows:
Tina Steffan -Chief Technology 760-602-Tina.steffan@carlsbadca.gov
Officer 2450
Glen Van Peski -CEO Director 760-602-Glen. Van Peski@carlsbadca.gov
2783
4.8 Acceptance Process
The following standards will be utilized to govern the acceptance of deliverables:
• Tyler and the City will agree on all deliverables and scheduled completion dates
identified in the SOW.
• All deliverables shall be subject to City review and approval prior to acceptance
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and payment.
• Except as the parties otherwise agree, the City will have ten (10) business days
to review each deliverable document.
• The City is responsible for reviewing and approving each deliverable with an
agreed upon turnaround time as included in the project plan. If the City requires
revisions, Tyler will receive written notification of the changes and have five (5)
business days to implement the changes.
• Tyler shall not change a deliverable that has been accepted by the City without
written approval of the City.
• A process for identifying and correcting errors shall be included in the response.
• No payments will be made for deliverables not fully accepted by the City.
• The City and Tyler will follow the deliverable sign-off approach set forth below,
which will govern the payment schedule set forth at Exhibit C.
Acceptance must be based on completed deliverables. The deliverables of each stage
of a project provide the basic criteria by which to grant acceptance of a stage.
a) The document deliverables must be 100% complete prior to acceptance.
1. Initial Draft= 25% complete (document framework is created)
2. In Progress = 50% complete (being updated by the project team
members)
3. Final Draft =75% complete (final edits made and ready for signatures)
4. Approved = 100% complete (appropriate approvers have signed off
the document)
b) The Licensed Software deliverables must be fully installed modules with no
Defects, as defined in the PSM Agreement.
c) The data migration deliverables must be converted data and correctly updated
to the new system standards with validated reports of the migration.
1. The City has correctly identified the data needed for migration
2. Data hygiene has been confirmed
3. Data migration has been executed
4. Data validation reporting has occurred and there are no no severity or
priority one defects in the migrated data. Reports will consist of screen
shots of data in the correct fields, as well as table volume data and any
other validation documentation.
d) The workflow deliverables will be considered complete once the "to be" process
flows have been applied into the system and testing confirms the workflow to be
functioning properly. "As Built" workflow documentation will be provided to the
City.
1. The City will provide as is workflows to Tyler
2. Tyler will train the City on workflows configuration in the system and
apply industry standard improvements to the workflow
3. The City and Tyler will create the workflows in the system
4. The City and Tyler will test the workflows for correctness.
5. An approved workflow will have test results with no priority one defects
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As deliverables are completed, Tyler shall provide the City with a Signoff Form to
formalize completion of the work. The Signoff Form is subsequently signed by two of
the three core project management team members, and faxed or emailed to Tyler .
Timely and honest acceptance is required to maintain project momentum. Failure to
properly establish acceptance criteria or failure to accept a properly completed stage
will cause delays in the project.
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Exhibit C
Milestone Payment Schedule for Services
Upon sign-off of a deliverable according to the process set forth in Exhibit B, Tyler shall
invoice the City the corresponding amount(s) set forth below, on no more often than a
monthly basis:
TOTAL: 3.1 PLAN $22,440
Deliverables Payment
1. Kick-off Phone Call $1,122
2. Project Plan -High level $1,122
3. Project Plan -Detailed $1,122
4. Initial Issues/Risk log $1,122
5. Budget Plan $1,122
6. Communication Plan $1,122
7. Weekly project team meetings $1,122
8. Risk log $1,122
9. Planning Stage Sign Off form $1,122
10. Technical Planning Summary $1,122
11. Hardware Specifications Documentation $1,122
12. Data Conversion Template $1,122
13. list of identified databases $1,122
14. Signed VPN authorization forms $1,122
15. Workstation Requirements list $1,122
16. GIS requirements list $1,122
17. Context Diagrams $1,122
18. Standard Consulting Manuals $1,122
19. Configuration collection templates $1,122
20. 3.1 Complete $1,122
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3.2.11NITIATE TOTAL:
$69,960
Deliverables
1. City approval of solution design $4,664
2. Assess & Define Signoff Form $4,664
3. Development Installation $4,664
4. HW and Environment Setup $4,664
• DEV/TESTS Environment
• PRODUCTION Environment
5. Technical Specifications for GIS $4,664
6. Security setup $4,664
7. Data Conversion Specifications documents for: $4,664
• Permits Plus
• License Track
8. Functional Specifications document $4,664
9. TO BE Workflows $4,664
10. Initial Training Session $4,664
11. Security Configuration setup $4,664
12. Training Plan $4,664
13. GIS services connected/delivered $4,664
14. Final Workflow Configuration Gap List $4,664
15. 3.2.1 Complete $4,664
3.2.2 INITIATE TOTAL:
$42,000
Deliverables
1. Initial Data Migration $8,400
2. Final Integration Development estimate and accompanying $8,400 Change Order (if necessary)
3. Integrations: $8,400
• Core cashiering . FileNet/Enterprise Content Management
• Customer Relationship Management
4. API connections setup $8,400
5. 3.2.2 Complete $8,400
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3.2.3 INITIATE TOTAL:
$25,000
Deliverables
1. Test Plans $6,250
2. Top 20 Reports Development $6,250
Finalize List of Custom Reports I Output Documents to be
developed
3. Final List of Reporting Specifications $6,250
4. 3.2.3 Complete $6,250
3.3 EXECUTE TOTAL:
$126,600
1. Process/Parallel Test Plan $5,500
2. Test Scripts $5,500
3. Testing Results and Bug Tracking logs $5,500
4. Cutover Strategy Document with Contextual Diagram $5,500
5. City approval of configuration quality $5,500
6. System Configuration, Build Specifications and Build Signoff $5,500 Forms
7. Fully configured, system report $5,500
8. Completed data conversion documentation $5,500
9. Tested results for Georules
Test results for Security set up
10. File of data to be converted. $5,500
11. Converted Data Report with Master database ready for $5,500 conversion
12. Test Results document of the data conversion $5,500
13. Test results document of integration $5,500
14. Testing environment available $5,500
15. Production environment ready for Go Live $5,500
16. Fully configured workflows $5,500
17. Development Test results for all functions $5,500
18. Custom Reports $5,500
19. Test Results OMS/Enterprise Content Management $5,500 Integration
Test Results Core Integration
Test Results Customer Relationship Management Integration
20. Completed Training Plan $5,500
21. Training Schedule $5,500
22. City-specific Training Materials $5,500
23. 3.3 Complete $5,600
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3.4 CONFIRM $47,000
1. Updated Cutover Plan $2,350
2. City approval of system and user readiness $2,350
3. User Training Signoff Forms $2,350
4. Internal Testing, System Acceptance, User Training stages; $2,350 provide executed Sign Off forms
5. End User Test Script results $2,350
6. Data Validation reports $2,350
7. Interface Test results $2,350
8. Forms Test results $2,350
9. Reports Test results $2,350
10. Workflow Test results $2,350
11. Process/Parallel Test $2,350
12. Final Configuration (As Built) Documentation $2,350
13. Tester training results $2,350
14. End User Training Results $2,350
15. Cut Over Spreadsheet $2,350
16. Ramp Down Confirmation $2,350
17. Cut Over Confrimation $2,350
18. Ramp Up Confirmation $2,350
19. Smoke Test Results $2,350
20. 3.4 Complete $2,350
3.5 SUPPORT $33,000
1. Closeout Review Confirmation $3,000
2. Production & Production Support Signoff Form $3,000
3. City approval of system and user readiness $3,000
4. Interface Documentation $3,000
5. Forms Documentation $3,000
6. Workflow Documentation $3,000
7. Reports Documentation $3,000
8. Updated Data Conversion Template $3,000
9. Production System with Current Production Data $3,000
10. Resources on site for Go Live $3,000
11. 3.5 Complete $3,000
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Software Modifications (Due upon delivery)
F-021 -Limit on Credit Card Payments $2,500
F-022 -Ability to include a pay by check -by fees calc $2,500
1-013-Provide a mechanism for communicating est time of arrival
via IVR $500
DC-008 -ECM project attachments $3,750
ADD-010-(CA5S) Addressing Validation $20,000
Services Total
Payments $395,250
Estimated Travel Budget (estimated 38 trips, billed as incurred) $64,600
Total Payments (including estimated travel) $459,850
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Exhibit D
Business Travel Policy Summary
1. Air Travel
A. Reservations & Tickets
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight
within two hours before or after the requested departure time, assuming that flight does
not add more than three hours to the employee's total trip duration and the fare is within
$100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way)
is possible through a connecting flight that is within two hours before or after the
requested departure time and that does not add more than three hours to the
employee's total trip duration, the connecting flight should be accepted.
Employees are encouraged to make reservations far enough in advance to take full
advantage of discount opportunities. A seven day advance booking requirement is
mandatory. When booking less than seven days in advance, management approval will be
required.
Except in the case of international travel where a segment of continuous air travel is
scheduled to exceed six hours, only economy or coach class seating is reimbursable.
B. Baggage Fees
Reimbursement of personal baggage charges are based on the trip duration as follows:
• Up to five days = one checked bag
• Six or more days = two checked bags
Baggage fees for sports equipment are not reimbursable.
2. Ground Transportation
A. Private Automobile
Mileage Allowance-Business use of an employee's private automobile will be reimbursed at
the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be
calculated by using the employee's office as the starting and ending point, in compliance
with IRS regulations. Employees who have been designated a home office should
calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost,
convenience and the specific situation require their use. When renting a car for Tyler
business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may
be rented when three or more employees are traveling together. Tyler carries leased
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vehicle coverage for business car rentals; additional insurance on the rental agreement
should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or
to and from airports when less expensive means of transportation are unavailable or
impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case
of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be
reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are
measured in days as opposed to hours. Park and fly options located near some airports
may also be used. For extended trips that would result in excessive parking charges,
public transportation to/from the airport should be considered. Tolls will be reimbursed
when receipts are presented.
3. Lodging
Tyler's TMC will select hotel chains that are well established, reasonable in price and
conveniently located in relation to the traveler's work assignment. Typical hotel chains
include Courtyard, Fairfield Inn, Hampton Inn and Holiday Inn Express. If the employee
has a discount rate with a local hotel, the hotel reservation should note that discount and
the employee should confirm the lower rate with the hotel upon arrival. Employee
memberships in travel clubs such as AAA should be noted in their travel profiles so that the
employee can take advantage of any lower club rates.
"No shows" or cancellation fees are not reimbursable if the employee does not comply with
the hotel's cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not
reimbursed separately.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the
federal per diem rates published by the General Services Administration. Incidental
expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel
expenses. Per diem rates range from $46 to $71. A complete listing is available at
www .gsa .gov/perdiem.
A Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last
day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
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CERTIFICATE OF SECRETARY OF
TYLER TECHNOLOGIES, INC.
The undersigned, being the duly elected and qualified Secretary of Tyler Technologies,
Inc., a Delaware corporation, hereby certifies on behalf of Tyler Technologies that:
1. Attached hereto is a true, correct, and complete copy of resolutions duly
adopted by the Executive Committee of the Board of Directors of Tyler
Technologies, Inc.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Secretary on behalf of Tyler to be effective as of the date set forth below.
TYLER TECHNOLOGIES, INC.,
a Delaware corporation
.I
t !1/7
By:
Name: H. L nn oore, Jr.
Title: Secretary
Date: November 19, 2013
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
TYLER TECHNOLOGIES, INC.
WHEREAS, the Executive Committee of the Board of Directors of Tyler Technologies,
Inc., a Delaware corporation ("Tyler"), deems it to be in the best interests of Tyler's
Local Government Division (the "Tyler Division") to authorize certain individuals to
enter into contracts on behalf of the Tyler Division and Tyler;
RESOLVED, that the following persons are hereby authorized to enter into
contract(s) in the name and on behalf of the Tyler Division and Tyler (including, without
limitation, contract(s) for the license, lease, sale, and provision of goods and services)
without regard to the dollar value of such contract(s):
Dustin R. Womble
Brett Cate
Dane Womble
Janet Joiner
Sandy Peters
RESOLVED, that foregoing authorization shall continue until revoked; provided,
however, that it will automatically terminate with respect to each named person on such
date as such person is no longer employed by Tyler;
RESOLVED, that each officer of Tyler is hereby authorized and directed, in the
name and on behalf of Tyler, to do or cause to be done any and all things, and to execute,
deliver, and file and all such other agreements, amendments, instruments, certificates,
waivers, documents, and papers that any of them deem necessary or advisable to carry
into effect the purposes and intent of the foregoing resolutions and to consummate the
transactions contemplated thereby.