ACS State & Local Solutions, Inc. | 12410 Milestone Center Drive | Germantown, MD 20876

August 6, 2010 Michael Huber Deputy Mayor for Economic Development Office of the Mayor City-County Building, Suite 2501 200 E. Washington Street Indianapolis, IN 46204 Subject: Indianapolis Parking System Request for Proposals Dear Deputy Mayor Huber: Affiliated Computer Services, Inc. (ACS) and its Indianapolis-based partners appreciate the opportunity to respond to the City’s Parking System Request for Proposal (RFP). The ACS team is comprised of an exceptional cadre of parking and public relations professionals. Our solution is strategically aligned with the City’s requirements and goals so that Indianapolis can benefit from a world-class parking operation. Finally, our proposed financial model will increase revenue, help the City meet its financial objectives, and ensure goal congruence between the City and ACS over the life of the contract.

With ACS at the helm, we have assembled a well-qualified, diverse, and locally based team to support the City’s on-street and off-street parking management system. Our partners include Denison Global, Evens Time (a Woman-owned Business Enterprise), and Sease Gerig, each of whom has successfully served major clients in the Indianapolis metropolitan area for many years. Both Denison Global and Evens Time already have a demonstrated track record of delivering parking management products and services in Indianapolis. To help ensure a smooth transition, we have engaged Sease Gerig to assist with media, public relations, and communications needs.

ACS is likewise committed to using its parking subject matter expertise and its financial resources to identify new and innovative management solutions and technology. As a proven systems integrator, ACS maintains an open design approach that offers the City flexibility to implement new technology and processes as its needs evolve throughout the years.

When evaluating this transaction, the City will probably be required to contrast two different financial models. One model involves a single upfront payment and the other model involves both an upfront payment and an ongoing revenue stream. ACS opted to structure our bid based

August 6, 2010 Michael Huber Page 2 of 4 on the second model because we believed it was best suited to the City’s long-term goals. A comparison of the two models is shown below.

Option A – Single Upfront Payment Option B – Upfront Payment and Ongoing Revenue Stream (Upfront Payment with Revenue % Share)

PROS More upfront money to address short term needs

CONS No ongoing revenue stream for the City The City has less incentive to further improve the

parking program More limited financial flexibility once the funds are

committed

PROS Provides upfront money to address short term needs Creates goal congruence between the City and the provider

– a critical component of a successful long-term contract Creates stronger incentives to innovate Generates an ongoing long-term revenue stream Allows the City to share in increased revenues that result

from innovation over the contract life CONS Less upfront money to address short term needs

ACS’ innovative financial structure was designed specifically for Indianapolis and offers the City multiple benefits. First, ACS will pay the City an upfront fee using one of two approaches. If the City prefers a single payment, ACS will make a single payment in the amount of $27.5 million at closing. If the City is willing to receive its upfront payment in two installments (date certain and without contingency), ACS will increase its upfront payment to $30 million. In the two installment approach, ACS will pay the first installment at closing and will pay the second installment in first quarter of 2011 which is advantageous to us as a public corporation with quarterly cash goals.

In addition to an upfront payment, ACS would also provide an ongoing revenue stream to the City. This ongoing revenue stream will allow the City to share in parking and violations revenues as they increase over time as a result of more meters, new technologies and new services. The chart below outlines a revenue sharing proposal based upon three revenue Tiers. The revenue sharing proposal will calculate revenue share based upon monthly revenues collected. Annualized figures are shown for illustrative purposes only.

Percentage of Revenue

Tier Level Range of Monthly Revenue Annualized Monthly Revenue City ACS

Tier 1 0 - $350,000 0 - $4.2 million 10% 90% Tier 2 $350,001 - $700,000 $4.2 million - $8.4 million 25% 75% Tier 3 $700,000+ $8.4 million + 75% 25%

Note: Tiers are not retroactive. Tiers grow according to inflation index.

Beyond the City’s Walker Study forecast (adjusted for Zone 3 rate changes), ACS anticipates exceeding the revenue projections by 15% or more. Using the ACS proposed model whereby the City and ACS’ objectives are aligned for the entire contract term, the City and ACS could potentially increase revenues by an additional 15-30% through revenue enhancing ideas and new technologies. If these estimates are realized, the City could realize the revenue stream presented in the indicative chart below. Note that this revenue share proposal would not guarantee the City any minimum return or dollar amount.

August 6, 2010 Michael Huber Page 3 of 4

Revenue Share Calculations Based Upon Walker Study With Additional Revenue Streams (15%) 2011E 2012E 2013E 2014E Total Concession

Annual Revenues Share %

9,081,917 10,601,915 10,654,924 10,708,198 1,243,611,449

Tier 1 Size (annualized) 4,200,000 4,305,000 4,412,625 4,522,941 Tier 1 ACS 90% 3,780,000 3,874,500 3,971,363 4,070,647 365,321,992 Tier 1 City 10% 420,000 430,500 441,263 452,294 40,591,332 Tier 2 Size (annualized) Tier 2 ACS 75% 3,150,000 3,228,750 3,309,469 3,392,205 304,434,993 Tier 2 City 25% 1,050,000 1,076,250 1,103,156 1,130,735 101,478,331 Beyond – ACS 25% 170,479 497,979 457,418 415,579 107,946,200 Beyond – City 75% 511,438 1,493,936 1,372,255 1,246,738 323,838,601 Total City 37% 1,981,438 3,000,686 2,916,674 2,829,767 465,908,264 City Net Present Value @ 8% 55,836,635

As a further demonstration of ACS’ desire for a true partnership with Indianapolis, ACS would propose to add 200 jobs in the City. These jobs will be staffed across a two-year period after contract signing and would remain in place for at least seven years. ACS expects that these new jobs would have an economic value of $18-24 million.

When added together, ACS’ upfront payment to the City, the City’s ongoing revenue stream, and the ACS jobs commitment are valued at approximately $106 million. The chart below outlines each element.

Enterprise Value to Indianapolis Total Value

ACS Upfront Payment $30MM City On-going Revenue Share $460MM City Share NPV @ 8% $55MM ACS Present Value $85MM

Additional Economic Value of Jobs Estimated $18-24MM $21MM

Grand Total $106MM

Note: Discount rate as defined in Concession Agreement

In summary, we believe that ACS’ proposal offers the City a number of advantages. They include:

An attractive financial model that provides significant upfront revenue as well as a share of revenues over the longer term.

The opportunity to deploy new services and new technologies that could create shared revenue enhancements of 15-30%.

August 6, 2010 Michael Huber Page 4 of 4

A team with a significant local presence and experience, including Denison Global, Evens Time, and Sease Gerig.

A team with a stable track record, a focus on parking innovation, and a commitment to service delivery over the long term.

Unparalleled local, regional, and national parking expertise. A strong public relations and communications strategy. A systems integrator approach that allows us to be open-minded to new ideas and

technologies. The addition of 200 new jobs to the City.

Should you have further questions, please do not hesitate to contact our representative for this effort, Ms. Barbara Roberts, who can be reached as follows:

Ms. Barbara Y. Roberts Vice President, Strategic Business Development Affiliated Computer Services Inc., a Xerox Company 16010 Lerita Drive Huntley, IL 60142 1.630.632.5363 Email: barbara.roberts@acs-inc.com

I personally assure you that we are fully dedicated to providing the City of Indianapolis with the best value, highest quality, and most user-friendly parking system.

Sincerely,

Mark Talbot Vice President Parking & Safety Solutions Affiliated Computer Services, Inc., a Xerox Company

Confidential Draft July 21st, 2010

CITY OF INDIANAPOLIS PARKING METER

CONCESSION AGREEMENT BID FORM

The undersigned applicant (the “Applicant”) hereby unconditionally and irrevocably offers to enter into the City of Indianapolis Parking Meter Concession Agreement in the form identified as “Binding-Bid, Execution Copy” and heretofore delivered to the Applicant for this transaction (the “Concession Agreement”) on the following terms and conditions (capitalized terms used herein and not otherwise defined shall have the same meanings as assigned to such terms in the Concession Agreement):

1. Applicant: The Concessionaire will be the Applicant identified below, provided that the Applicant may create a subsidiary owned as described in Paragraph 7(i) hereof (the “Subsidiary”) to be the Concessionaire prior to the execution of the Concession Agreement pursuant to Paragraph 5 below, in which event the Subsidiary shall carry out all of the obligations of the Concessionaire under the Concession Agreement from and after such execution

2. Final Agreement: There will be no changes or modifications of any kind to the Concession Agreement.

3. Upfront Payment: The amount of Closing Consideration that the Applicant will pay, pursuant to Section 2.1 of the Concession Agreement, will be an upfront payment of either of the following upon the election of the City i) US$ $27,500,000 (twenty-seven million five hundred thousand dollars) upon Closing, or (ii) $15,000,000 (fifteen million dollars) upon Closing and an additional amount of $15,000,000 (fifteen million dollars) to be paid to the City on or before March 31, 2011 or 120 days after the Closing Date, whichever occurs later. The second payment of $15,000,000 is solely contingent upon the Closing of the Concession Agreement.

4. Unconditional Offer: This offer will be unconditional and irrevocable until 5:00 p.m. Eastern Time on October 1st, 2010 unless extended by mutual consent of both the City of Indianapolis (the “City”) and the Applicant (the “Termination Time”). If the City does not give written notice to the Applicant, at the address specified below, that the City is prepared to enter into the Concession Agreement on or prior to the Termination Time, this offer shall terminate at the Termination Time and the Bid Letter of Credit (as hereinafter defined) shall be returned to the Applicant as soon as practicable.

5. Agreement Execution: If, at any time prior to the Termination Time, the City gives written notice to the Applicant, at the address specified below, that the City is prepared to enter into the Concession Agreement with the Applicant, the Applicant will, within two Business Days of its receipt of such notice, enter into the Concession Agreement and deliver to the City a Cash Deposit and/or the Closing LOC in the amount set forth in Section 2.3 of the Concession Agreement.

6. Letter of Credit: This offer is secured by one or more attached letters of credit, each complying with the requirements for a Letter of Credit in the Concession Agreement and substantially in the same form as that distributed with the bid procedures, in the aggregate amount of the greater of Six Million Dollars ($6,000,000) or 10% of the Closing Consideration (the “Bid Letter of Credit”). If the City deems the Applicant to be the successful bidder, the Applicant will deliver the Bid Letter of Credit to the City within one Business Day of notice. In

Confidential Draft July 21st, 2010

the event the Applicant fails to execute the Concession Agreement and deliver a Cash Deposit and/or the Closing LOC, in accordance with Paragraph 5 above within the time period specified therein, the City shall have the absolute right in its discretion to draw down the full amount of the Bid Letter of Credit and to retain such amount as payment and liquidated damages for the Applicant’s breach of its obligation under this offer.

7. Applicant Authorization: The Applicant represents and warrants that (i) it is, and the Subsidiary will be, wholly-owned, directly or indirectly, by the Persons disclosed in the written certification form delivered to the City or its representatives prior to the date of this offer (the “Certification Form”) and no individual or company has a controlling interest in the Applicant except as disclosed on the Certification Form; (ii) it has full power and authority to make this offer and it, or the Subsidiary, will have full power and authority to execute and deliver the Concession Agreement pursuant to the terms hereof; (iii) such actions do not and will not violate the terms of any of the Applicant’s or the Subsidiary’s organizational documents or any agreement binding upon it or the terms of any applicable Law; (iv) no further consent to this offer or to the execution of the Concession Agreement pursuant to the terms hereof is required to be obtained from any other Person or Governmental Authority; and (v) this offer constitutes, and the Concession Agreement, if executed pursuant to the terms hereof, will constitute duly authorized, valid and legally binding obligations of the Applicant, or the Subsidiary, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or transfers, or other laws affecting creditor’s rights generally and subject to general principles of equity (regardless of whether in law or in equity).

8. Governing Law: This offer shall be governed by, and interpreted and enforced in accordance with, the laws in force in the State of Indiana (including any conflict of laws rule or principle that might refer such interpretation to the laws of another jurisdiction).

ACS State & Local Solutions, Inc. NAME OF APPLICANT

APPLICANT CONTACT

Name: Mark Talbot Title and Organization: Vice President ACS State & Local Solutions, Inc. Address: 12410 Milestone Center Drive, 4th Floor, Germantown, MD 20876 Telephone (office): 301-820-4200 Telephone (cell): Email: Mark.Talbot@acs-inc.com Date: August 6, 2010

ACS Response to City of Indianapolis Parking Meter Concession Agreement August 6, 2010 Applicant and Operator Certification Form Page 1

CITY OF INDIANAPOLIS PARKING METER CONCESSION AGREEMENT APPLICANT AND OPERATOR CERTIFICATION FORM

Information concerning the Applicant Name of the Applicant: ACS State & Local Solutions, Inc. Business Address of the Applicant: 12410 Milestone Center Drive Germantown, MD 20876 Telephone: 301.820.4202 Fax: 301-820-4307 Email: Mark.Talbot@acs-inc.com Name of Contact Person: Mark Talbot Legal Form of the Applicant: Corporation State of incorporation or organization of the Applicant: New York If not organized in Indiana, is the Applicant authorized to do business in Indiana? yes Please list the names and titles of all officers and directors of the Applicant (use additional sheet(s) if necessary): Joseph P. Doherty, Jr., President Michael B. Bolton, Chief Operating Officer David N. Mahony, Chief Financial Officer David A. Amoriell, Executive Vice President Michael J. Peffer, Secretary Mark J. Talbot, Vice President Please list the name, business address and percentage interest of each Person (as defined in the Concession Agreement) with a direct or indirect interest of ten percent or greater in the capital stock, units, partnership or membership interests and other equity interests or securities of the Applicant (including options, warrants and other rights to acquire any such equity interests): Affiliated Computer Services, Inc. 100% Information concerning the Operator Will the Operator be the Applicant?: ACS will create a Special Purpose Entity upon contract award that will perform as the Operator If no, will the Operator be a wholly-owned subsidiary of the Applicant (a “Subsidiary”)?:

ACS Response to City of Indianapolis Parking Meter Concession Agreement August 6, 2010 Applicant and Operator Certification Form Page 2

If neither the Applicant nor a Subsidiary will be the Operator, please answer the following items regarding the Operator: Name of the Operator: Business Address of the Operator: Telephone: Fax: Email: Name of Contact Person: Legal Form of the Operator: State of incorporation or organization of the Operator: If not incorporated in Indiana, is the Operator authorized to do business in Indiana? Please list the names and titles of all officers and directors of the Operator (use additional sheet(s) if necessary): Please list the name, business address and percentage interest of each Person with a direct or indirect interest of ten percent or greater in the capital stock, units, partnership or membership interests and other equity interests or securities of the Operator (including options, warrants and other rights to acquire any such equity interests): Please provide the following on a separate sheet: (a) a brief description of the capitalization of the Operator. (b) a brief description of the experience of the Operator in operating comparable

parking facilities and performing other relevant projects. (c) a brief description of the material terms of the proposed agreement between the

Concessionaire and the Operator that would reasonably be expected to impact the ability of the Concessionaire to comply with the terms of the Concession Agreement.