managed services contract between the department of

DIR Contract No. DIR-SDD-IC372 TXNICUSA Contract No.

MANAGED SERVICES CONTRACT

BETWEEN THE DEPARTMENT OF INFORMATION RESOURCES

AND TEXAS NICUSA, LLC

TO EFFECTUATE THE CONSOLIDATION OF DATA CENTER SERVICES PURSUANT TO THE MASTER SERVICES AGREEMENT BETWEEN

DEPARTMENT OF INFORMATION RESOURCES AND

INTERNATIONAL BUSINESS MACHINES CORPORATION DIR CONTRACT NO. DIR – SDD - 495 - RFO – DATA CENTER SERVICES

This Managed Services Contract (“Contract”) is entered into by and between the State of Texas, acting by and through the Texas Department of Information Resources (“DIR”), with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Texas NICUSA, LLC (“TXNICUSA”), with a principal place of business at 301 Congress Avenue, 13th Floor, Austin, Texas 78701. A. Whereas, DIR has engaged TXNICUSA to further develop and maintain the TexasOnline information technology (IT) environment pursuant to and as more specifically set forth in the Texas Electronic Framework Agreement dated May 5, 2000 by and between DIR and KPMG Consulting, L.L.C., as amended (“Framework Agreement”), as the same has been assigned to and assumed by TXNICUSA pursuant to the Designation Agreement dated May 22, 2009 by and between Deloitte LLP and TXNICUSA (“Designation Agreement”) and the Assignment and Assumption Agreement dated May 29, 2009 between BearingPoint, Inc. and TXNICUSA related thereto (“Assignment Agreement”) (the Framework Agreement, as assigned to and assumed by TXNICUSA pursuant to the Designation Agreement and Assignment Agreement is hereinafter referred to as the “Underlying Agreement”); and B. Whereas, the Underlying Agreement expires by its terms on December 31, 2009, and DIR and TXNICUSA are concurrently entering into an agreement that replaces the Underlying Agreement effective on or about January 1, 2010 (the “TexasOnline 2.0 Agreement”); and C. Whereas, DIR has entered into that certain Data Center Services Contract identified as DIR Contract No. DIR-SDD-495 - RFO-Data Center Services (the “Data Center Services Contract”) between DIR and International Business Machines Corporation (IBM) (hereafter referred to as “Service Provider”) dated November 22, 2006 (the “Data Center Services Contract”) pursuant to which IBM is to provide data center services to the State of Texas as more specifically set forth therein; and

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D. Whereas, the TexasOnline IT environment is operated to maintain the Web portal services envisioned under Chapter 2054, Texas Government Code. Because TexasOnline is a public-private partnership in which DIR has engaged a Vendor to be responsible for the continued development and maintenance of the TexasOnline IT environment as set forth in the Underlying Agreement, DIR has determined that it is in the best interests of the State for DIR to contract directly with TXNICUSA for this Managed Services Contract; and E. Whereas, DIR requires that TXNICUSA, in connection with certain data center services (other than software-as-a-service services) related to the performance of the Underlying Agreement or TexasOnline 2.0 Agreement, utilize the data center services of IBM as provided under the Data Center Services Contract (the “Required Data Center Services”); and F. Whereas, the Required Data Center Services are available to TXNICUSA as a “DIR Customer” (as that term is defined therein) pursuant to the Data Center Services Contract subject to the terms and conditions of this Contract. Now, therefore, in consideration of the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, DIR and TXNICUSA (collectively, the “Parties” and each, a “Party”) hereby agree as follows:

SECTION I CONTRACTING PARTIES

This Contract is entered into by the Parties. This Contract is created to give effect to the intent and purpose of Subchapter L, Chapter 2054, Texas Government Code, concerning statewide technology centers. The terms and conditions of this Contract are intended by the Parties to be consistent with the terms in the Data Center Services Contract and to incorporate into this Contract the terms of the Data Center Services Contract that are specifically and uniquely applicable to TXNICUSA and the services provided under the Underlying Agreement and the TexasOnline 2.0 Agreement. This Contract is also authorized under, and subject to the terms and conditions of, the Underlying Agreement and the TexasOnline 2.0 Agreement which are incorporated herein by reference.

SECTION II STATEMENT OF SERVICES TO BE PERFORMED

1. EFFECT OF CONTRACT A. Data center and disaster recovery services are required by Section 2054.382, Texas Government Code, to be managed by DIR for two or more state agencies under a rule that describes such data and disaster recovery services. DIR has

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described such Services at 1 Texas Administrative Code, Chapter 215, and they are further described in the Data Center Services Contract. This Contract is entered into to describe the Required Data Center Services to be provided and the responsibilities of each Party relating to the utilization and provision of the Required Data Center Services. Capitalized terms not defined herein shall have the same meanings as set forth in the Data Center Services Contract. B. This Contract describes the rights and responsibilities of the Parties relating to specific implementation, operation, maintenance, use, payment and other associated issues by and between TXNICUSA and DIR related to the utilization and provision of the Required Data Center Services pursuant to the Data Center Services Contract. C. As it pertains to this Contract, TXNICUSA’s utilization of the Required Data Center Services commenced on June 1, 2009 at 12:00:01 a.m. Central Time (the “Commencement Date”). 2. SERVICES PROVIDED AND RELATED EQUIPMENT SOFTWARE AND FACILITIES A. Unless otherwise referenced herein, the references to Exhibits and Attachments herein are references to Exhibits and Attachments of the Data Center Services Contract where specific requirements of TXNICUSA may be identified. Assets (hardware, software, peripherals and related equipment) that are included within the scope of the “Services” as defined in the Data Center Services Contract are described in the Exhibits and Attachments. Omission of assets from the Exhibits and Attachments to the Data Center Services Contract does not imply exemption from Services. B. As provided in Exhibit 2.2, Statement of Work, Cross Functional Equipment and Software Services, Service Provider is required to conduct a complete inventory of all Equipment, peripherals devices, and Software including all IT assets, whether such assets are owned or leased by DIR, TXNICUSA, or Service Provider, related to Required Data Center Services. In addition, Service Provider is required to maintain this inventory record on an on-going basis throughout the term of the Data Center Services Contract. 2.1 Services, Service Levels and Implementation A. TXNICUSA shall receive the Services described in the Data Center Services Contract as it pertains to the Required Data Center Services, subject to the terms of this Contract and the Data Center Services Contract. B. Attachment 3-A, Service Level Matrix, shall serve as the applicable Service Levels for Required Data Center Services. TXNICUSA shall provide reasonable assistance to DIR in monitoring and managing Service Provider’s achievement of

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Service Levels on a continuing basis following the Commencement Date through timely communication and cooperation. DIR agrees to represent TXNICUSA in all Service-related areas by using reasonable efforts to ensure that Service Provider performs and adheres to all requirements of the Data Center Services Contract, including, but not limited to: performance standards; issue resolution; Service Level Credits and Deliverable Credits; problem analysis and resolution; increased service levels in accordance with the continuous improvement methodology; measurement and monitoring; and satisfaction surveys. C. Service Provider shall perform the Transition and Transformation Services, including completion of milestones and provision of the deliverables described in the Transition Plan and Transformation Plan. DIR and TXNICUSA shall perform the tasks and provide the resources for which they are respectively responsible under the Transition Plan and Transformation Plan, but neither DIR nor TXNICUSA shall be obligated to perform tasks or provide any resource beyond those set forth in such Transition Plan or Transformation Plan. If TXNICUSA fails to perform such required tasks or provide such required resources, TXNICUSA shall be financially responsible for DIR’s additional costs reasonably incurred as a direct result of such failure. If DIR knows that TXNICUSA has failed to perform such required tasks or provide such required resources, DIR will use reasonable efforts to notify TXNICUSA of the failure and will give TXNICUSA a reasonable opportunity to cure such failure. The cure period will be two days shorter than the cure period provided by Service Provider to DIR under Sections 4.2 and 4.3 of the Data Center Services Contract. In all events, Service Provider will use, and DIR shall use, commercially reasonable efforts to minimize such costs. D. DIR acknowledges that TXNICUSA’s primary source of compensation and revenue relating to the Underlying Agreement and TexasOnline 2.0 Agreement is Transaction and Service Revenue generated by TexasOnline as defined in the Underlying Agreement and TexasOnline 2.0 Agreement, all of which is entirely dependent upon timely and quality Services being provided by Service Provider. Accordingly, DIR agrees to cooperate with TXNICUSA and use commercially reasonable efforts to promptly resolve any Services issues which either individually or in the aggregate have a material adverse impact on TXNICUSA’s ability to meet its obligations under the Underlying Agreement or the TexasOnline 2.0 Agreement, or its ability to earn the compensation and revenue as contemplated thereunder.. If TXNICUSA fails to meet its service level commitments or other obligations to DIR under the Underlying Agreement or the TexasOnline 2.0 Agreement, and TXNICUSA claims that such failure has been caused, in whole or in part, by the failure of Service Provider to meet its obligations under the Data Center Services Contract, the extent to which TXNICUSA shall be responsible for such failure(s) shall be determined in accordance with the process set forth for addressing such issues in the TexasOnline 2.0 Agreement. The foregoing is not, and shall not be construed as, a guarantee by DIR of any specific amount of compensation, profit or revenue to be earned by TXNICUSA relating to the Underlying Agreement and the

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TexasOnline 2.0 Agreement. E. The Roles and Responsibilities Matrix attached hereto as Attachment C further delineates the obligations of the entities mentioned therein.

2.2 TXNICUSA Equipment A. At Commencement Date, Service Provider will assume responsibility for operation, maintenance and management of the TXNICUSA or DIR owned and leased Equipment (“TexasOnline Equipment”), and will abide by all federal and state laws, rules, regulations and guidelines concerning appropriate use thereof. TXNICUSA or DIR, as the case may be, will retain ownership or leasehold interest of TexasOnline Equipment, and TXNICUSA will not be required to acquire additional Equipment at refresh of such Equipment. For purpose of this Contract, refresh is deemed to be the point in time that DIR and Service Provider determine that the TexasOnline Equipment shall be replaced pursuant to the refresh life cycle terms set out in the Data Center Services Contract. Upon refresh, Service Provider is responsible for providing the replacement Equipment, and TXNICUSA or DIR, as the case may be, is responsible for the disposal and/or surplus of decommissioned TexasOnline Equipment owned or leased by it, in accordance with applicable state and federal law and rules. Unless otherwise agreed by the Parties, all replacement Equipment not purchased by TXNICUSA or its lessors shall be owned by DIR or Service Provider. B. TXNICUSA will use commercially reasonable efforts to make available for use or cause to be made available for use by TXNICUSA and Service Provider, in accordance with the approved Transition Plan, the TexasOnline Equipment identified in the Data Center Services Contract. For Required Data Center Services, TXNICUSA agrees to use commercially reasonable efforts to negotiate amendments to any Third Party Contracts that contain contractual provisions that hinder the ability of TXNICUSA to make the TexasOnline Equipment available for use by DIR and Service Provider. TXNICUSA acknowledges and agrees that the TexasOnline Equipment may be relocated during the term of this Contract in accordance with the terms of the Data Center Services Contract. If costs are incurred by TXNICUSA for Equipment relocation, such costs will be managed in accordance with the process described in Exhibit C Financial Model, Section 2.08 (d), of the TexasOnline 2.0 Agreement. 2.3 TXNICUSA Software Upon the reasonable request of DIR or Service Provider, TXNICUSA will make available to support TXNICUSA applications the object code version of any TXNICUSA Software (“TXNICUSA Software”) requested by DIR or Service Provider. Any use by Service Provider of TXNICUSA Software shall be limited to use for the purpose of fulfilling the requirements of this Contract or the Data Center Services Contract as it pertains to the Underlying Agreement or TexasOnline 2.0 Agreement, and shall be expressly subject to any conditions or

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limitations arising from federal financial participation in the development or acquisition of such of TXNICUSA Software. To the extent required under federal law, TXNICUSA Software shall be used only for the purposes authorized under federal law. TXNICUSA shall be responsible for any costs attributable to its wrongful acts or omissions to the extent caused by its failure to comply with applicable terms of the Data Center Services Contract, as applicable to it, for which DIR is responsible under Section 6.4 of the Data Center Services Contract. Service Provider will be required to execute a confidentiality agreement in the form satisfactory to TXNICUSA and Service Provider before receiving access to TXNICUSA Software. 2.4 TXNICUSA Contracts and Leases with Third Parties A. TXNICUSA will make available for use or use commercially reasonable efforts to cause to be made available for use by DIR and Service Provider the TXNICUSA Contracts and Leases that pertain to the Data Center Services (collectively the “TXNICUSA Third Party Contracts and Leases”) to the extent that such is reasonably necessary for DIR or Service Provider to perform their respective obligations pertaining to this Contract and the Underlying Agreement and the TexasOnline 2.0 Agreement. Any use by Service Provider or DIR of TXNICUSA Third Party Contracts and Leases shall be limited to fulfilling the requirements of this Contract or the Data Center Services Contract as it pertains to the Underlying Agreement and TexasOnline 2.0 Agreement. If required under federal law, the TXNICUSA Third Party Contracts and Leases shall be used only for the purposes so required under federal law. B. Service Provider shall obtain all Required Consents in accordance with Article 5 of the Data Center Services Contract. Except to the extent expressly provided otherwise in Attachment 4-B, Financial Responsibility / Asset Allocation Matrix, Service Provider shall pay all transfer, re-licensing, termination charges and other costs or expenses associated with obtaining any Required Consents or obtaining any licenses or agreements as to which Service Provider is unable to obtain such Required Consents. If requested by DIR, TXNICUSA shall cooperate with Service Provider in obtaining the Required Consents by executing appropriate DIR approved written communications and other documents prepared or provided by Service Provider, provided that TXNICUSA shall not be required to incur, admit or consent to any liability or obligation, or make more than a nominal out of pocket expenditure, in connection therewith. C. In accordance with the Transition Plan, the Service Provider is responsible for documenting the disposition of each Third Party Contract including identifying any TXNICUSA Third Party Contracts and Leases that will not be transferred and that will remain a TXNICUSA responsibility.

2.5 TXNICUSA-Licensed Third Party Software A. TXNICUSA will make available for use or use commercially reasonable efforts

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to cause to be made available for use by DIR and Service Provider, the TXNICUSA third party software (“TXNICUSA-Licensed Third Party Software”) to the extent that such is reasonably necessary for DIR or Service Provider to perform their respective obligations pertaining to this Contract and the Underlying Agreement and the TexasOnline 2.0 Agreement. Any use by Service Provider of TXNICUSA-Licensed Third Party Software shall be limited to use for the purpose of fulfilling the requirements of this Contract or the Data Center Services Contract as it pertains to the Underlying Agreement and TexasOnline 2.0 Agreement and limited to the license terms applicable to such Third Party Software. If required under federal law, the TXNICUSA-Licensed Third Party Software shall be used only for the purposes so required under federal law. B. TXNICUSA will use commercially reasonable efforts to assist Service Provider to obtain from each Third Party Software licensor the right to use the TXNICUSA-Licensed Third Party Software for Services provided under the Data Center Services Contract to the extent that such is reasonably necessary for Service Provider to perform its obligations pertaining to this Contract. Service Provider shall obtain all Required Consents in accordance with Article 5 of the Data Center Services Contract. Except to the extent expressly provided otherwise in Attachment 4-B, Financial Responsibility / Asset Allocation Matrix, Service Provider shall pay all transfer, re-licensing, termination charges and other costs or expenses associated with obtaining any Required Consents or obtaining any licenses or agreements as to which Service Provider is unable to obtain such Required Consents. In accordance with the Transition Plan, the Service Provider is responsible for documenting the disposition of each Third Party Contract including identifying any third party software licenses that will not be transferred and that will remain a TXNICUSA responsibility. 2.6 Change Orders and Change Control In accordance with the Policies and Procedures Manual between DIR and Service Provider pursuant to the Data Center Services Contract (the “PPM”), TXNICUSA will coordinate with Service Provider and DIR all requests to change Service volumes, Service Levels, order New Services, order Project work, and other Service change requests as may arise from time to time. Service Provider will maintain information on the status of each request in accordance with the Data Center Services Contract and the PPM. Service Provider will comply with the requirements of the Data Center Services Contract and PPM, to permit TXNICUSA to make adjustments within a commercially reasonable timeframe. 2.7 Inventory Control DIR shall coordinate financial accounting and control processes between

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TXNICUSA and Service Provider and ensure inclusion of reasonable control and reporting mechanisms, including any control and reporting mechanisms specifically required by TXNICUSA, in the PPM. Such procedures shall specifically recognize TXNICUSA requirements for inventory control and accounting for state owned and leased equipment and facilities, including hardware, software, contracts, and other items of value that may be utilized by, or authorized for use under the direction and control of, Service Provider. As it relates to the Required Data Center Services, financial and operational responsibility for all facilities, materials, equipment, and contracts shall be in accordance with the terms of the Data Center Services Contract.

SECTION III TERM AND TERMINATION OF CONTRACT

A. Unless earlier terminated or extended by mutual agreement of the Parties, the term of this Contract shall commence on June 1, 2009, and shall terminate on the earlier of: (a) the date on which TXNICUSA is no longer providing services to DIR under either the Underlying Agreement or the TexasOnline 2.0 Agreement (including any period in which TXNICUSA is providing disentanglement services to DIR); or (b) the date of termination of the Data Center Services Contract. The initial term of the Data Center Services Contract terminates at 11:59:59 p.m., Central Time, August 31, 2014, unless terminated earlier. The Data Center Services Contract may be extended by DIR for up to three (3) extension periods of up to one (1) year each. Except as set forth above, the Parties intend that the Services received and delivered under this Contract coincide with the terms of the Data Center Services Contract and that the term of this Contract be coterminous with the Data Center Services Contract, or the earlier termination of the Underlying Agreement or the TexasOnline 2.0 Agreement. B. During the term of this Contract, DIR and TXNICUSA shall amend this Contract, in accordance with Section VII of the Contract, as necessary to incorporate changes resulting from amendments to the Data Center Services Contract, provided that DIR shall provide TXNICUSA with a reasonable opportunity to provide input, either verbally or in writing, to DIR, prior to DIR entering into any amendment of the Data Center Services Contract that could reasonably be expected to materially increase TXNICUSA’s costs to utilize the Required Data Center Services. DIR shall keep TXNICUSA informed of and provide the opportunity to provide input to DIR concerning the need for such amendments through participation under Section VI of the Contract. C. Continuation of the Contract is contingent on the continued statutory authority of DIR to contract for the Services. If this Contract is terminated for lack of statutory authority, TXNICUSA may terminate this Contract without cost. If this Contract is terminated as a result of the material uncured breach by TXNICUSA, TXNICUSA shall pay DIR an amount sufficient to reimburse DIR for any termination charges and any termination assistance charges incurred under the

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Data Center Services Contract and this Contract as a result of such termination by TXNICUSA. Payment of such compensation by TXNICUSA to DIR shall be a condition precedent to TXNICUSA’s termination. D. DIR and TXNICUSA acknowledge and agree that compliance with State and federal law and ongoing cooperation with State and federal authorities concerning the expenditure of State or federal funds in connection with the Data Center Services Contract and this Contract are essential to the continued receipt of federal funds.

SECTION IV BASIS FOR COMPUTING REIMBURSABLE COSTS AND PAYMENT FOR

SERVICES A. DIR will pay the Service Provider for the applicable monthly Charges for Services provided to TXNICUSA by the Service Provider pertaining to the Required Data Center Services, and shall electronically invoice TXNICUSA on a monthly basis therefor. In accordance with the PPM, each invoice shall include the monthly recurring charges, any applicable one-time charges, the DIR Cost Recovery Fee, and any other expenses incurred by DIR on behalf of TXNICUSA, for services received by TXNICUSA under this Contract. B. The DIR Cost Recovery Fee is determined in accordance with §§ 2054.380 and 2054.386, Texas Government Code. The DIR Cost Recovery Fee shall be reviewed at least annually in accordance with the requirements for billed statewide central services as set forth in OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments and other applicable statutes, rules, regulations and guidelines. DIR shall retain documentation for the DIR Cost Recovery Fee.

C. In order to allow DIR to meet the statutory payment requirements in Chapter 2251, Texas Government Code, TXNICUSA shall, subject to subsection E below, make monthly payments within twenty (20) calendar days following receipt of each invoice from DIR. For purposes of determination of the payment due date, DIR and TXNICUSA shall use the date the invoice is electronically transmitted by DIR to TXNICUSA. Although cash flow considerations require timely payments as required herein, the rights of TXNICUSA and/or DIR to dispute charges invoiced by Service Provider or DIR shall be as permitted by and consistent with Texas law.

D. TXNICUSA is liable for all costs and expenses associated with services provided under this Contract to the extent such costs and expenses have been reasonably incurred by DIR consistent with the terms of this Contract and such services have been provided to TXNICUSA by DIR or Service Provider.

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E. If TXNICUSA disputes an unpaid invoice, it shall present the billing dispute in writing directly to DIR within fifteen (15) calendar days after the date TXNICUSA receives the invoice from DIR. TXNICUSA will provide to DIR all relevant documentation to justify the billing dispute. F. In the event that DIR incurs interest charges pursuant to Chapter 2251, Texas Government Code, as a result of TXNICUSA’s failure to pay DIR within twenty (20) calendar days following receipt of an invoice from DIR or an invoice dispute by TXNICUSA is resolved in favor of Service Provider, then TXNICUSA shall pay DIR for the applicable interest charges. Interest charges shall not be charged to the TexasOnline operating budget for Master Work Order projects.

SECTION V CONTRACT AMOUNT

Upon Commencement Date in accordance with terms of the Data Center Services Contract and this Contract, TXNICUSA shall be responsible for and agrees to pay DIR the applicable monthly Charges for Services received from the Service Provider, the DIR recovery fees, and any Pass Through Expenses incurred by DIR or Service Provider on behalf of TXNICUSA in accordance with the Data Center Services Contract and to the extent consistent with this Contract. An overview of the charges is included in Attachment B, Overview of Charges, of this Contract. It is understood and agreed that amounts are subject to change depending upon Services required and further dependent upon TexasOnline Customer legislative direction and appropriations available for such Services. Attachments 4-A through 4-X, of Exhibit 4, Fees, contain specific pricing provisions. Attachment A to this Contract supports the estimated cost amounts between DIR and TXNICUSA and is hereby incorporated as part of this Contract. It is further agreed between the Parties that Attachment A to this Contract shall be reviewed and revised as necessary on or before each August 1st, and shall reflect an estimated maximum amount for the charges for not less than the next two fiscal years.

SECTION VI TXNICUSA PARTICIPATION

A. Throughout the term of this Contract, DIR shall seek and TXNICUSA shall provide reasonable collaboration, advice and counsel in the on-going management of the relationship between DIR and Service Provider as it pertains to this Contract, which shall include the collaboration, advice and counsel required for DIR and TXNICUSA to comply with the terms of the Data Center Services Contract as it pertains to this Contract. DIR will conduct forums in which TXNICUSA may be invited to participate to give effect to this objective. TXNICUSA acknowledges and agrees it has no privity of contract with the

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Service Provider but is an intended third party beneficiary of the Data Center Services Contract as set forth in Section 21.14 thereof. B. To comply with the terms of Section 15.11 (Compliance with Laws) of the Data Center Services Contract, TXNICUSA shall notify DIR, in writing, of all laws and industry rules (such as PCI-DSS or NACHA rules) affecting the TexasOnline IT environment (collectively the “TexasOnline-Specific Laws”), other than Service Provider Laws, that pertain to any part of TXNICUSA’s business that is supported by Service Provider under the Data Center Services Contract and that would reasonably be expected to materially affect the Services or Service Providers or DIR’s performance of their respective obligations under this Contract, and DIR will notify Service Provider, in writing, of such TexasOnline-Specific Laws. The Parties intend that such TexasOnline-Specific Laws will be identified and included in the portion of the PPM specific to DIR. TXNICUSA shall use commercially reasonable efforts to notify DIR, in writing, of any changes to TexasOnline-Specific Laws of which it has actual knowledge and that would reasonably be expected to materially impact the performance, provision, receipt and use of Services under the Data Center Services Contract. Immediately upon receipt of notice that any TexasOnline-Specific Laws have changed and in no event later than two business days from such receipt, DIR shall advise Service Provider, in writing, of such change and require that any changes to TexasOnline-Specific Laws are identified and included in the PPM. TXNICUSA may be invited to participate through its legal counsel and other subject matter experts in the meetings to be held between Service Provider and DIR at which Service Provider Laws and DIR Laws (which include the laws applicable to TexasOnline) are identified and discussed since the indemnification and liability responsibilities of Service Provider under the Data Center Services Contract are limited to compliance with Service Provider Laws and other Laws that have been identified to Service Provider by DIR under Section 15.11 of the Data Center Services Contract. C. DIR will act as the primary interface with Service Provider for all matters related to the management and administration of Services provided hereunder. TXNICUSA shall interface with Service Provider on the performance of “day to day” operations, including work practices requiring Service Provider and TXNICUSA interaction, issues escalation, training, planning/coordination and “sign-off”. The details of these and other agreed processes and procedures will be contained in the PPM which is approved by DIR under and pursuant to the Data Center Services Contract, with reasonable opportunity for input by TXNICUSA with respect to the portions of the PPM that relate to the services provided by TXNICUSA for DIR. The Data Center Services Contract requires the Service Provider to engage DIR in the development of appropriately documented policies, processes and procedures and to provide training to DIR and DIR Customer personnel where required to ensure effective service interfaces, before approval and adoption in the PPM. TXNICUSA shall participate in such training if notified to do so by DIR.

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D. It is the intention of the Parties that the Services are to be performed in all respects in accordance with the terms and conditions of the Data Center Services Contract that are applicable to such Services. Accordingly, to the extent that the Data Center Services Contract provides for warranties, service level commitments, service level credits, or any other provisions that are beneficial to DIR, TXNICUSA shall have the benefit of such provisions as between DIR and TXNICUSA, and DIR shall cooperate with TXNICUSA in enforcing its rights with the Service Provider, and flowing those benefits through to TXNICUSA.

SECTION VII MISCELLANEOUS PROVISIONS

A. Public Information Act Requests Under Chapter 552, Texas Government Code (the Public Information Act), information held by Service Provider in connection with the Data Center Services Contract is information collected, assembled and maintained for DIR. DIR shall respond to Public Information Act requests for Service Provider information. If TXNICUSA receives a an information request for Service Provider, whether or not it pertains to information that TXNICUSA possesses, TXNICUSA shall forward the request to DIR. TXNICUSA is not authorized to receive or respond to Public Information Act requests for DIR. B. Confidential Information (1) DIR shall require Service Provider to maintain the confidentiality of TXNICUSA information to the same extent that TXNICUSA is required to maintain the confidentiality of the information, and in all events with at least the same degree of care Service Provider uses to protect its own confidential information. DIR acknowledges and agrees that TXNICUSA may be legally prohibited from disclosing or allowing access to certain confidential data in its possession to any third party, including DIR and Service Provider. TXNICUSA acknowledges and agrees that such confidential data does not include any data owned by DIR or a DIR Customer, and given to TXNICUSA. The PPM shall document detailed confidentiality procedures, including the process TXNICUSA shall follow to identify confidential information it is legally prohibited from disclosing or allowing access to by DIR and Service Provider and including required confidentiality procedures that are specific to TXNICUSA. Article 13 of the Data Center Services Contracts sets forth the confidentiality obligations of Service Provider. During the term of the Underlying Agreement, TXNICUSA will not be responsible for any claims based upon Service Provider’s failure to meet the requirements of this Section. Effective January 1, 2010, the terms of the TexasOnline 2.0 Agreement will govern the responsibilities of TXNICUSA with

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regard to any claims based upon Service Provider’s failure to meet the requirements of this Section. (2) TXNICUSA shall notify DIR, in writing, if it is a covered entity subject to the Health Insurance Portability and Accountability Act (HIPAA) privacy regulations at 45 Code of Federal Regulations Parts 160 and 164, that is required to enter into a business associate agreement with DIR or Service Provider. TXNICUSA shall notify DIR, in writing, of any other requirements it has specific to the provision of Services hereunder. Such requirements shall be included in the portion of the PPM specific to DIR. C. Contact Information Contact information for each Party is set forth below. TXNICUSA’s Primary Contact Name: Mike Fiorillo Address: 301 Congress Avenue, Suite 1500 Austin, Texas 78701 Telephone / Fax: 512.501.5999 Email: [email protected] TXNICUSA’s Billing Contact Name: Greg Speir Address: 301 Congress Avenue Austin, Texas 78701 Telephone / Fax: 512.651.9814 Email: [email protected] For Legal Notices, send original to TXNICUSA’s Primary Contact with a copy to: Name: NIC Inc. (LEGAL NOTICE) Attn: General Counsel Address: 25501 West Valley Parkway Suite 300 Olathe Kansas 66061 Telephone / Fax: 913-498-3472 Email: [email protected] DIR’s Primary Contact Name: Elizabeth Haltom Address: 300 W. 15th Street, Suite 1300, Austin, TX 78701 Telephone/Fax: (512) 936-2144 (telephone)/ (512) 475-4759 (fax) Email: [email protected]

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DIR’s Billing Contact Name: Bob Hopper Address: P. O. Box 13564, Austin, TX 78711-3564 Telephone / Fax: (512) 936-4271 (telephone)/ (512) 463-3304 (fax) Email: [email protected] For Legal Notices, send original to DIR’s Primary Contact with a copy to: Name: General Counsel Address: P. O. Box 13564, Austin, TX 78711-3564 Telephone / Fax: (512) 475-4750 (telephone)/ (512) 475-4795 (fax) Email: [email protected] D. Binding Effect The Parties hereto bind themselves to the faithful performance of their respective obligations under this Contract. E. Amendments This Contract may not be amended except by written document signed by the Parties hereto. F. Conflicts between Agreements If the terms of this Contract conflict with the terms of any other contract between the Parties, the Parties shall work together in good faith to resolve the conflict, and if they are unable to agree on a resolution, the terms in most recent contract shall prevail. G. Responsibilities of the Parties (1) The Parties shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations and with the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Contract. The Parties do not intend to create a joint venture. Each Party acknowledges it is not an agent, servant or employee of the other. Each Party is responsible for its own acts and deeds and for those of its agents, servants and employees. (2) DIR and TXNICUSA agree that Services contemplated in this Contract shall be governed by provisions in the Data Center Services Contract and this Contract regarding individual responsibilities of the Parties, including Services provided by the Service Provider. In the event TXNICUSA actions, failure to perform certain responsibilities, or request for Services, as it pertains to this

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Contract, result in financial costs to DIR, those costs shall be the responsibility of TXNICUSA. DIR and TXNICUSA shall coordinate and plan for situations where conflicts, failure to perform or meet timely deadlines, or competition for resources may occur during the term of this Contract. DIR will provide representation to any governing bodies described in Exhibit 6 (Governance Model) of the Data Center Services Contract. In all other respects, the PPM and Exhibit 6 (Governance Model) of the Data Center Services Contract shall be used for conflict resolution procedures, resource competition situations, service request procedures, and related issues between DIR and TXNICUSA relating to this Contract. H. Audit Rights of the State Auditor’s Office The parties have addressed the rights of the State Auditor’s Office to conduct audits related to this Contract in the Underlying Agreement and Exhibit B Terms and Conditions to the TexasOnline 2.0 Agreement. I. Audit Rights of TXNICUSA DIR will maintain all pertinent records and documentation under this Contract sufficient to permit the verification of amounts charged hereunder, and of compliance with its obligations and the obligations of Service Provider hereunder. TXNICUSA will have the right, at its own expense, to inspect, examine and audit the records and documentation of DIR pertinent to this Contract. The audits may be conducted by TXNICUSA or by another party acceptable to DIR (collectively, "Auditors"). TXNICUSA must obtain the written approval of DIR, which approval will not be unreasonably withheld or delayed, regarding the scope and objectives of the audit, inspection or examination of records and documentation prior to any audit. Such audits will be conducted during normal business hours and upon reasonable advance notice. TXNICUSA and its Auditors will comply with all reasonable security and confidentiality requirements when accessing facilities or other resources owned or controlled by DIR or the Service Provider. DIR will cooperate reasonably with TXNICUSA and its Auditors in conducting audits and provide such assistance as they reasonably require to carry out the audits. Absent claims of improper or illegal practices, audits required by regulators, or emergency or security audits, audits will not be conducted more often than annually. Upon the request of TXNICUSA, DIR will provide copies of other audits that may have been performed on data center services that are reasonably related to the scope of the request and that are pertinent to this Contract. J. Force Majeure The force majeure provisions of the Data Center Services Contract shall apply equally to the Parties to this Contract and their performance hereunder as if here fully set forth.

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K. Signatory Warranty Each signatory warrants requisite authority to execute the Contract on behalf of the Party represented. IN WITNESS WHEREOF, the Parties have signed this Contract effective on the date of the last Party to sign. Texas NICUSA, LLC By:

Printed Name: Jeffery McCartney

Title: President ___________________

Date:

Legal: DEPARTMENT OF INFORMATION RESOURCES By: Cindy Reed, Deputy Executive Director,

Operations and Statewide Technology Sourcing Date:

Legal:

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Attachments to Contract Attachment A Estimated Cost Amount Attachment B Overview of Pricing Attachment C TXNICUSA & Team for Texas Roles and Responsibilities Matrix

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Attachment A Estimated Cost Amount

Below are the estimated not to exceed costs for Services received from the Service Provider (based on forecasted consumption volumes), the DIR recovery fees, and any pass through charges incurred by DIR or Service Provider on behalf of TXNICUSA. Costs, such as incremental network expenses, which are billed directly to or paid by the TXNICUSA, are not included in these amounts. For the period June 1, 2009 through August 31, 2009, the estimated not to exceed amount is $876,000. For the period September 1, 2009 through August 31, 2010, the not to exceed amount is $1,725,486.11. For the period September 1, 2010 through August 31, 2011, the not to exceed amount is $1,681,000. Note: These amounts do not reflect credits being processed.

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Attachment B Overview of Charges

The following provides a summary of potential agency charges, for reference. For the full description of all charges, see Exhibit 4, Charges, of the Master Services Agreement. Charges will be based on each agency’s technical environment and service mix (e.g., mainframe, server, print/mail), therefore, not all of the charges described below will apply to all agencies. For purposes of clarity for this Attachment, references to “agency” or “agencies” also include TXNICUSA or any other entity participating in the Data Center Services Contract. Service Provider Charges Base Charges The agency base charge is calculated as follows: enterprise imputed unit rate x agency volumes The enterprise imputed unit rate for each Resource Unit is determined by dividing the sum of the Base Charge and variable ARC (Additional Resource Charge) and RRC (Reduced Resource Credit) charges by the total volume. Exhibit 4, Attachment 4A, provides an enterprise Base Charge for each Resource Baseline Category (e.g., Mainframe CPU Hours, Server Allocated Disk Storage Dedicated). The allocation of these Base Charges to an agency is based on the agency’s volume of that Resource Unit as a percentage of the total volume. This Base Charge calculation applies to all Base Charges except those categorized under the Hardware Services Charge, the Mainframe Fixed Charge, Server Hardware Maintenance on Existing Servers, and Unisys Charges (see below). Note: Base Charges are based on a forecasted consumption pattern and include all of the required services and agreement provisions. ARCs and RRCs are designed to adjust Base Charges up or down as actual consumption deviates from forecasted consumption. The enterprise imputed unit rate may vary based on enterprise activity. Hardware Services Charge (HSC) The HSC consists of two line items:

• Hardware • Software

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Hardware HSC The Hardware HSC reflects the estimated cost of application server hardware and hardware maintenance. The HSC formula amortizes the estimated hardware expenditure over a 60-month period. The Hardware HSC includes the refresh expense and related hardware maintenance on Application Servers as well as existing Application or Utility Server leases. Note: With the exception of existing leases, Utility Servers are not included in the HSC. Resource Units for Utility Servers are allocated based on email accounts and LAN-attached devices. Software HSC The Software HSC reflects the estimated license and maintenance fees for software installed on Application Servers or Utility Servers and categorized in the “Software Rates and HSC” tab of Attachment 4-B, Financial Responsibility Matrix, as “DIR Customer Request”. The intent of the Software HSC is to provide the agencies the ability to procure software from Service Provider that is not built into the Base Charges (included in the “Infrastructure Stack” software). Server Hardware Maintenance – Existing The “Hardware Maintenance for Existing Equipment” line in Attachment 4-A indicates the amounts payable for maintenance and support Services performed in respect of Equipment installed in the TXNICUSA Production Environments as of the Effective Date. One-Time Charges The Transition and Transformation One-Time Charges are amortized over the seven year life of the Agreement and have been allocated to the agencies as follows:

• Mainframe: Allocated to agencies based on the relative size of their total current mainframe spend profile.

• Server: Allocated to agencies based on the relative size of their total current server spend profile.

• Facilities: Allocated to agencies based on their relative size of the total current spend profile.

Additional Services Charges / New Services / Projects In addition to the charges described above, upon an agency’s request and DIR’s approval, the following additional charges may be invoiced by the Services Provider:

• Problem Tracking System Charges • New Services • Projects • Add-on Disaster Recovery Services

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DIR Recovery Fees DIR Cost Recovery Fee The estimated amount DIR will recover from the agencies to fund Data Center Services related expenditures for sourcing management. Enterprise License Recovery Fee The amount DIR will recover from the agencies or DIR Customers to fund the enterprise licenses held by DIR on behalf of TXNICUSA.

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Attachment C

TXNICUSA, DIR & Team for Texas Roles and Responsibilities Matrix portion of the PPM, as revised, is incorporated herein by reference.

managed services contract between the department of

Documents

dir sdd

master services agreement

assignment agreement

txnicusa designation

assumption agreement

agreement andc

data center services

rfodata center services