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FIFTH AMENDMENT TO SOLE SOURCE CONTRACT This amendment (“Fifth Amendment”) is made this ____________ day of _____________, 2019 (“Effective Date”) between Tyler Technologies, Inc., (“Tyler”) a Delaware corporation with offices at 5519 53rd Street, Lubbock, Texas 79414, and Maricopa County (“Client”) a political subdivision of the State of Arizona. WHEREAS, Tyler and Client are parties to the Sole Source Contract 09028-SS dated April 1, 2009 (“Agreement”), WHEREAS, the parties amended the Agreement effective May 7, 2014 (“First Amendment”), effective April 8, 2015 (“Second Amendment”), effective May 6, 2015 (“Third Amendment”), and effective November 4, 2015 (“Fourth Amendment”); WHEREAS, the parties wish to further amend the Agreement to allow Client to host Tyler software previously licensed to Glendale Union High School District (“Glendale”), THEREFORE, in consideration of the mutual covenants contained herein, Tyler and Client agree as follows: Section A – Licenses and Hosting 1. Licenses. The Tyler software listed in the Amendment Investment Summary (“Tyler Software”) is licensed to Glendale only, and subject to the licensing agreement between Glendale and Tyler. The Amendment Investment Summary is attached to this Fifth Amendment as Exhibit A and made a part of the Agreement. This Fifth Amendment provides no new license rights to Client. 2. Hosting. Client is permitted to host the Tyler Software for Glendale. Client is solely responsible for the performance of Client’s servers and for granting and accommodating Glendale’s access thereto. Tyler disclaims any responsibility for, or liability to, Glendale or Client for the hosting of the Tyler Software or Glendale’s access thereto. Section B – Maintenance and Support. The following terms are added to the Agreement as regarding the maintenance and support of the Tyler Software hosted under this Fifth Amendment. 1. Maintenance and Support Agreement. Provided Client timely pays all maintenance and support fees, Tyler will provide maintenance and support on the Tyler Software in accordance with Tyler’s Maintenance and Support Agreement attached to this Fifth Amendment as Exhibit B and made part of the Agreement. Client is solely responsible for the timely payment of all maintenance and support fees for the Tyler Software. 2. Maintenance and Support Fees. Upon the Effective Date, Client shall remit to Tyler the maintenance and support fees on the Tyler Software, as identified in the Amendment Investment Summary, covering the period from July 1, 2018 through June 30, 2019. Subsequent maintenance and support fees will be due annually in advance of July 1 of each year, at Tyler’s then-current rates. 3. Warranty. Tyler warrants that the Tyler Software will be without Defect(s) as long as Client has a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, Tyler will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement and in accordance with Tyler’s then-current support call process. Tyler’s current support call process is attached to the Maintenance and Support Agreement as Schedule 1. “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in Tyler’s then-current user guides for the Tyler Software. Section C – General Terms 1. Effect on Agreement. All other terms and conditions of the Agreement not amended or superseded herein remain in full force and effect and govern this Fourth Amendment. SIGNATURE BLOCK FOLLOWS IN WITNESS WHEREOF, persons having been duly authorized and empowered to enter into this Amendment hereunto executed this Amendment effective as of the date last set forth below. Maricopa County Tyler Technologies, Inc. By: By: Name: Name: Title: Title: Date: Date: Attested: By: Name: Title: Date: Approved as to form: By: Name: Title: Date: Exhibit A Amendment Investment Summary I Annual Support n Annual Support MCESA i GUHSD Infinite Visions' Modules (12/1/2017 - 6/30/2018): with Discount t Original Sales Quote July 18 - June 19 i Full Cost cycle a Core Accounting - GL (budgeting, checking, banking/deposit manager, journal entries, report writing), AP (requisitions/purchase orders, receiving, invoicing), Payroll (employee data, deductions/benefits, time/attendance, position control, pay schedules) and $ 33,069.00 $ 24,801.75 State Reporting $ 3,492.00 $ 2,619.00 General Fixed Assets $ 3,543.00 $ 2,657.25 Human Resources $ 7,086.00 $ 5,314.50 iVisions Web $ 10,629.00 $ 10,629.00 iVisions Employee Reimbursements $ 2,054.00 $ 2,054.00 InfoLink $ 2,054.00 $ 2,054.00 Infinite Visions' Interfaces: Online Applicant Tracking $ 505.00 $ 505.00 Barcode Scanning $ 2,054.00 $ 2,054.00 Timecard Systems $ 2,054.00 $ 2,054.00 Substitute Calling System (Leave) $ 2,054.00 $ 2,054.00 Substitute Calling System (Time Worked ) $ 2,654.00 $ 2,654.00 Budget Visions $ 1,890.00 $ 1,417.50 Additional Annual Services: Basic Network Support $ 5,120.00 $ 5,120.00 Sub-total $ 78,258.00 $ 65,988.00 CANCEL ABOVE Additional Modules & Services (after original agreement signed) : Garnishments (7/1/2017 - 6/30/2018) $ 1,653.00 $ 1,653.00 Benefits Enrollment (3/1/2018 - 2/28/2019) $ 3,572.00 $ 3,572.00 Benefits Enrollment Service Package (3/1/2018 - 2/28/2019) $ 19,496.00 $ 19,496.00 Total $ 102,979.00 $ 90,709.00 Exhibit B Maintenance and Support Agreement 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on July 1, 2018 and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. 2. Maintenance and Support Fees. Your initial maintenance and support fees for the Tyler Software licensed to you are listed in Exhibit A. Those amounts are payable in accordance with the terms of the Third Amendment. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within sixty (60) days of the due date. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are trained and certified on the Tyler Software, and timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to conform the Tyler Software to the warranty set forth in the Third Amendment; provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide telephone support during our established support hours; 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software in order to provide maintenance and support services; 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 support prior releases of the Tyler Software in accordance with our then-current release life cycle policy. 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high- speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we can’t resolve a support issue remotely, we may be required to provide onsite services. In such event, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a defect in the Tyler Software); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services beyond those outlined in this section will be billed to you at our then current rates. We do not guarantee resolution of a Defect in a version of the Tyler Software Products older than one version behind the then-current release. We reserve the right to decline support calls from users who have not received the required training and certification on the Tyler Software. 6. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. Exhibit B Schedule 1 Support Call Process Channels Tyler Technologies, Inc. provides the following channels of software support: (1) Tyler Community – an on-line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (2) On-line submission (portal) – for less urgent and functionality-based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website. (3) Email – for less urgent situations, users may submit unlimited emails directly to the software support group. (4) Telephone – for urgent or complex questions, users receive toll-free, unlimited telephone software support. Support Resources A number of additional resources are available to provide a comprehensive and complete support experience: (1) Tyler Website – www.tylertech.com – for accessing client tools and other information including support contact information. (2) Tyler Community – available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. (3) Knowledgebase – A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. (4) Program Updates – where development activity is made available for client consumption Support Availability Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler’s holiday schedule is outlined below. There will be no support coverage on these days. New Year’s Day Thanksgiving Day Memorial Day Day after Thanksgiving Independence Day Christmas Day Labor Day Issue Handling Incident Tracking Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler’s website or by calling software support directly. Incident Priority Each incident is assigned a priority number, which corresponds to the client’s needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions. Priority Characteristics of Support Resolution Targets Level Incident Support incident that causes (a) Tyler shall provide an initial response to Priority complete application failure or Level 1 incidents within one (1) business hour of application unavailability; (b) receipt of the support incident. Tyler shall use 1 application failure or commercially reasonable efforts to resolve such unavailability in one or more of support incidents or provide a circumvention Critical the client’s remote location; or procedure within one (1) business day. For non- (c) systemic loss of multiple hosted customers, Tyler’s responsibility for lost essential system functions. or corrupted data is limited to assisting the client in restoring its last available database. Priority Characteristics of Support Resolution Targets Level Incident Support incident that causes (a) Tyler shall provide an initial response to Priority repeated, consistent failure of Level 2 incidents within four (4) business hours essential functionality affecting of receipt of the support incident. Tyler shall use 2 more than one user or (b) loss commercially reasonable efforts to resolve such or corruption of data. support incidents or provide a circumvention High procedure within ten (10) business days. For non-hosted customers, Tyler’s responsibility for loss or corrupted data is limited to assisting the client in restoring its last available database. Priority Level 1 incident with an Tyler shall provide an initial response to Priority existing circumvention Level 3 incidents within one (1) business day of procedure, or a Priority Level 2 receipt of the support incident. Tyler shall use incident that affects only one commercially reasonable efforts to resolve such 3 user or for which there is an support incidents without the need for a Medium existing circumvention circumvention procedure with the next published procedure. maintenance update or service pack. For non- hosted customers, Tyler’s responsibility for lost or corrupted data is limited to assisting the client in restoring its last available database. Support incident that causes Tyler shall provide an initial response to Priority 4 failure of non-essential Level 4 incidents within two (2) business Non- functionality or a cosmetic or days. Tyler shall use commercially reasonable critical other issue that does not qualify efforts to resolve such support incidents, as well as any other Priority Level. as cosmetic issues, with a future version release. Incident Escalation Tyler Technology’s software support consists of four levels of personnel: (1) Level 1: front-line representatives (2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues (3) Level 3: assist in incident escalations and specialized client issues (4) Level 4: responsible for the management of support teams for either a single product or a product group If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client’s needs. On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods: (1) Telephone – for immediate response, call toll-free to either escalate an incident’s priority or to escalate an issue through management channels as described above. (2) Email – clients can send an email to software support in order to escalate the priority of an issue (3) On-line Support Incident Portal – clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number. Remote Support Tool Some support calls require further analysis of the client’s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry- standard remote support tool. Support is able to quickly connect to the client’s desktop and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.