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TeamAbsolute

T - A MVM a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE S A GR EEMEN T

6.4 TeamAbsolute shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing
services under this Agreement. Client will not:

= withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf

= make state or federal unemployment compensation contributions on Consultant's behalf, or

= withhold state or federal income tax from Consultant's payments.

!f TeamAbsolute is required to pay any federal, state or local sates, use, property or value added taxes based on the
services or equipment provided under this Agreement, the taxes shall be separately billed to Client. TeamAbsolute shall not
pay any interest or penalties incurred due to late payment or nonpayment of any taxes by Client.

7. INDEMNIFICATION AND LIMITS OF LIABILITY.

7. TeamAbsolute agrees to indemnify, defend, protect, save and hold harmless Client and its affiliates, and its and
their respective directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs
(including legal fees and expenses) arising out of or related to any claim in whole or in part that the Services or Client’s use
or possession of any Software infringes, dilutes, or violates the copyright, trade secret, trade mark, trade dress, patent or
any other proprietary right of any third party. This contractual obligation of indemnification shall apply even if the third
party alleges or establishes that Client was partially negligent or otherwise at fault (e.g., that Client was negligent in retaining
TeamAbsolute's services or licensing products from TeamAbsolute or accepting information, ideas, concepts, improvements,
discoveries, inventions, or forms of expression of ideas from TeamAbsolute or that Client was negligent in failing to ascertain
whether the information, ideas, concepts, improvements, discoveries, inventions, or forms of expression or ideas infringe the
rights of third parties). TeamAbsolute shall defend and settle at its sole expense allt suits or proceedings arising in whole or
in part out of the foregoing, provided that Client gives TeamAbDsolute reasonably prompt notice of any such claim of which it
tearns and reasonable assistance in resolving same.

This obligation of indemnification shail survive even if Client does not provide TeamAbsolute with reasonably prompt notice
of any such claim of which it learns except to the extent such failure materially prejudices TeamAbsolute. “Software” for
the purposes of this Agreement is defined as any software, not supptied to TeamAbsolute by Client, that is used by
TeamAbsolute in the performance of its Services to Client. TeamAbsolute wilt have the exclusive right to defend any such
action and make settlements thereof at its option, provided, however, that TeamAbsolute does not agree to any settlement
that materially prejudices Client.

TeamAbsolute shall, at its expense, defend or settle any claim by any third party brought against Company alleging that the
Software infringes any copyright or patent; provided, that Company gives prompt written notice to TeamAbsolute of any and
all threats, claims and proceedings related thereto and that Company gives TeamAbsolute reasonable assistance and sole
control over the defense and all negotiations for a settlement or compromise. Software for the purposes of this Agreement
is defined as any non-Company software that is used by TeamAbsolute in the performance of its Services to Company.
TeamAbsolute will have the exclusive right to defend any such action and make settlements thereof at its option, provided,
however, that TeamAbsolute does not agree to any settlement that materially prejudices Company.

The foregoing obligation of TeamAbsolute does not apply with respect to Software or portions or components thereof: (i) not
supplied by TeamAbsolute; (ii) that are modified other than by TeamAbsolute after delivery by TeamAbsolute; (iii) combined
with other products or processes where the alleged infringement relates to such combinations, except where such products
or processes are specified for combined use in the documentation provided by TeamAbsolute related to use of the Software;
(iv) to the extent that Client continues allegedly infringing activity after being notified thereof or after being informed of

TeamAbsolute, © 2014 Page 5 of 14
Proprietary and Confidential

TeamAbsolute

TEAMabsolute S277 Highway 36 Wes ste 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVI CES AGREEMENT

modifications that would have avoided the alleged infringement; or (v) when Software is bundled with other applications, if
the matter relates to the other applications and does not relate to the Software.

TeamAbsolute, © 2014 Page 6 of 14

Proprietary and Confidential

TeamAbsolute

T F A M a SO ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE S AGREEMENT

7.2 Client agrees to indemnify, defend and hold TeamAbsolute harmless from and against any and all costs, liabilities,
losses, damages and expenses by any third party (including, but not limited to, reasonable attorneys’ fees) arising out of or
related to (a} TeamAbsolute’s use or possession of Client materials, software, data, or other intellectual property furnished
by Client, or (b) any claims related to the Services performed by TeamAbsolute by Client’s own customers or vendors to the
extent not caused by TeamAbsolute.

7.3 LIMITED REPRESENTATIONS AND WARRANTIES. TEAMABSOLUTE REPRESENTS AND WARRANTS THAT: THE SERVICES
SHALL:
A. BE PERFORMED SUBSTANTIALLY IN ACCORDANCE WITH THE TERMS OF THE STATEMENT OF WORK ATTACHED AS
EXHIBIT A AND THE SERVICES CHANGES ORDER DOCUMENT(S) THAT, FROM TIME TO TIME, MAY BE ATTACHED AS
EXHIBIT B, AND
B. BE PERFORMED IN A PROFESSIONAL MANNER BY QUALIFIED INDIVIDUALS. EXCEPT AS PROVIDED IN THIS SECTION
7.3, TEAMABSOLUTE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE.

7.4 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER CLIENT
NOR TEAMABSOLUTE WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES,
WHETHER SUCH LOSS OR DAMAGES ARE FORESEEABLE.

7.5 CAP ON- LIMITATION. OF LIABILITY

IN NO EVENT SHALL TEAMABSOLUTE BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE BY CLIENT, OR FOR ANY OTHER
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT
QF OR RELATED TO TEAMABSOLUTES!? WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF CLIENT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT FURTHER AGREES THAT THE TOTAL LIABILITY OF
TEAMABSOLUTE FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, OR TO ANY ACT
OR OMISSION OF TEAMABSOLUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO
THE AMOUNT ACTUALLY PAID BY CLIENT FOR TEAMABSOLUTE’S WORK DURING THE THREE-MONTH PERIOD PRECEDING THE
DATE THE CLAIM ARISES.

IN NO EVENT SHALL THIS LIABILITY EXCEED A TOTAL AGGREGATE AMOUNT OF $1,000,000. CLIENT SHALL INDEMNIFY AND
HOLD TEAMABSOLUTE HARMLESS AGAINST ANY CLAIMS BY THIRD PARTIES, INCLUDING ALL COSTS, EXPENSES AND
ATTORNEYS’ FEES INCURRED BY TEAMABSOLUTE THEREIN, ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S
PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT.

7.6 Insurance Coverage. TeamAbsolute shall, at its sole cost and expense, procure and keep in full force and effect during the
Term of this Agreement, at a minimum, the following kinds of insurance covering operations in the State in which the work
is to be performed:

A. Worker’s Compensation and Employer’s Liability (Worker’s Compensation - Statutory Limits. Employer’s Liability
- $500,000 per incident)

B. Comprehensive General Liability including Contractual Liability ($1,000,000 per occurrence; $3,000,000 general
aggregate)

C. If providing services related to financial issues, Crime coverage / Dishonesty Insurance ($3,000,000 per incident).
If providing services related to the Client Products and Client data/databases, software programming and/or
software development issues, Errors & Omission Insurance ($3,000,000 per incident).

7.7 Basis of the bargain; failure of essential purpose. Client acknowledges that TeamAbsolute has set its prices and
entered into this Agreement in reliance upon the limitations of liability and damages and the disclaimers of warranties set
TeamAbsolute, © 2014 Page 7 of 14

Proprietary and Confidential

TeamAbsolute

T F A M a bso | ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113
, Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICES AGREEMENT

forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree
that such limitations and disclaimers will survive and apply even if this Agreement or any provisions hereof are found to have

failed of their essential purpose.

Page 8 of 14

TeamAbsolute, © 2014
Proprietary and Confidential

TeamAbsolute

T FE A M a SO U e 2277 Highway 36 West, Suite 160
: Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICES A GREEMEN T

7.8 Force Majeure. Except with respect to payment obligations, neither party shall be liable, nor shall any credit
allowance or other remedy be extended for any failure of performance or equipment due to causes beyond such party’s
reasonable control, including, but not limited to, acts of God, fire, flood or other catastrophes; any law, order, regulation,
direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies,
insurrections, riots, wars; unavailability of rights-of-way or materials; failure of suppliers, or strikes, lock-outs, work
stoppages, or other labor difficulties. Each Party will use reasonable efforts to resolve promptly any type of excusable delay.

8. RESOLVING DISPUTES

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in Hennepin County, Minnesota. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through
mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Hennepin County, Minnesota.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of
arbitration, including attorney fees, will be allocated by the arbitrator.

9, CONFIDENTIAL INFORMATION.

Without express written approval of the disclosing party, during the term of this Agreement and thereafter, other than for
the purposes of providing and receiving the benefits of the Services under this Agreement, neither party, its officers,
personnel or agents will directly or indirectly divulge, disclose, communicate or use in any way,

(i) the terms. of this Agreement,

(ii) all information, source and object code and data, of whatsoever nature, relating to the other party and the other
Party’s products and customers, including, but not limited to, the other party’s operations, policies, procedures,
techniques, accounts and personnel, or information used by the other party in carrying on their business, and

(iii) all information, source and object code, and data which is proprietary to a third party which carries obligations
to treat as confidential that which is obtained or disclosed in connection with performance under this agreement
and which the receiving party should reasonably know to be confidential information whether or not the receiving
party is made aware of its confidential nature at the time of disclosure (collectively “Confidential information’),

Both parties also agree to return any and all materials of the other party containing Confidential Information upon
the request of the disclosing party.

Subject to the obligations with respect to the use of Confidential Information as set forth in this Section 9, nothing in this
Agreement shall restrict or prevent either party from using any ideas, concepts, know-how, methodology or techniques
relating to Supported Systems, monitoring or management, learned or developed without the incorporation of any of the
other party’s Confidential Information during or as a result of the Services provided pursuant to this Agreement.

Notwithstanding the foregoing, the party receiving the Confidential Information (“Recipient”) has no obligation with respect
to any information which the Recipient can demonstrate:

(a) is already known to Recipient prior to disclosure;

(b) is or becomes publicly known through no fault of Recipient;

(c) is rightfully obtained by Recipient from a third party without similar restriction and without breach of this non-
disclosure obligation; or

(d) is independently developed by Recipient without use of the other party’s Confidential Information as evidenced
and verified by prior tangible evidence.

TeamAbsolute, © 2014 Page 9 of 14
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Finance Committee — 04/06/2022 Page 2

MOTION BY ALDERMAN CLEMONS TO TABLE
MOTION CARRIED

From: Kelly Parkinson, Purchasing Manager
Re: Trash & Recycling Toters in the amount not to exceed $145,000 funded from 71630 Toter/Solid Waste Fund
(Solid Waste)

MOTION BY ALDERMAN COMEAU TO ACCEPT, PLACE ON FILE, AND APPROVE THE PURCHASE OF
RECYCLING AND TRASH CARTS AND CART LIDS FOR CURBSIDE COLLECTION FOR FY22 IN AN AMOUNT NOT
TO EXCEED $145,000 FROM TOTER, INC., OF STATESVILLE, NC. FUNDING WILL BE THROUGH: DEPARTMENT
168 SOLID WASTE; FUND: SOLID WASTE; ACCOUNT CLASSIFICATION: 71 EQUIPMENT

Mayor Donchess

| believe Mr. LaFleur is here. Yes, there he is.

Jeffrey LaFleur, Superintendent of Solid Waste

This is the annual budget allotment of $145,000 to replace the trash carts and recycling toters that we purchase and sell
out to the residents. It also includes having some cartons over at the landfill (inaudible)

Mayor Donchess

You're breaking up a little. | don’t Know what’s happening.

Jeffrey LaFleur, Superintendent of Solid Waste

(inaudible) These toters are twenty years old. They’re starting to fall apart so (inaudible).

Mayor Donchess

You are slipping out a little bit in and out but the explanation, | think, was that we buy an annual supply of these to
replace broken toters and for recycling and to supply them to people who want to buy them but we buy a bunch at one
time. Any questions or comments to Mr. LaFleur?

MOTION CARRIED

From: Kelly Parkinson, Purchasing Manager
Re: Design Specification of Digester Heat Exchanger & Exhaust Fan in the amount not to exceed $40,900 funded
from 53107 Architect & Engineering Services/Wastewater Fund (Wastewater)

MOTION BY ALDERMAN COMEAU TO ACCEPT, PLACE ON FILE, AND APPROVE THE CONTRACT WITH WRIGHT
PIERCE TO PROVIDE DESIGN PLANS AND SPECIFICATIONS FOR A SECOND DIGESTER HEAT EXCHANGER
AND STAIR TOWER EXHAUST FAN IN AN AMOUNT NOT TO EXCEED $40,900. FUNDING FOR THIS CONTRACT
WILL BE THROUGH DEPARTMENT: 169 WASTEWATER; FUND: WASTEWATER; ACTIVITY: HEAT EXCHANGER
PRIMARY DIGESTER

Mayor Donchess

Mr. Boucher is here.

David Boucher, Superintendent of Wastewater

Thank you Mr. Mayor. Dave Boucher, Wastewater Superintendent. The wastewater facility has 1.3 million gallon sludge
digester. We’re required to keep the temperature of the sludge at 100°F. Currently we have one heat exchanger to do
this. We purchased a second heat exchanger and we would like to use Wright Pierce to design the plumbing to marry the
two together. This is beneficial so that we’re never down so that we can take one off line for maintenance purposes or if it
happens to break down, we won't lose our process.

Also, we'd like to use Wright Pierce the stair well that goes to this heat exchanger actually towers 70 feet above ground
and there is an exhaust fan located on the roof that is currently not accessible by our maintenance staff to do any

TeamAbsolute

T E A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS T ER S ERVICES AGREEMENT

Recipient may disclose Confidential Information of the other party pursuant to a valid order issued by a court of competent
jurisdiction or as required by the applicable regulations of an agency of the United States Government, provided that the
Recipient gives the other party reasonable prior written notice sufficient to allow the other party time to contest such
disclosure or obtain a protective order and provides reasonable cooperation with the party contesting the disclosure. The
Parties will have the right of injunctive relief to maintain compliance with this Section 9 and prevent unauthorized disclosure
or use of the Client or TeamAbsolute products or other Confidential Information.

10. INTELLECTUAL PROPERTY.

10.1 Client acknowledges that TeamAbsolute, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation TeamAbsolute will use to
perform TeamAbsolute’s services under this Agreement. Client agrees that processes, software, utilities, and methods of
operation TeamAbsolute uses to perform TeamAbsolute’s services are proprietary trade secrets and are protected under civil
and criminal law, and the copyright laws of the United States. TeamAbsolute retains all ownership rights to all of these items.
No part of these items may be reproduced or used in any form or by any means without the written permission of
TeamAbsolute. Client shall not assign, delegate, distribute, or transfer any interest in the processes, software, utilities, and
methods of operation, and information supplied by TeamAbsolute to any other party. Client shall take reasonable steps to
safeguard the confidentiality of such information. Client agrees that only TeamAbsolute shall have the right to alter, maintain,
enhance or otherwise modify the Software. Client shall not modify, disassemble, decompile or reverse engineer the Software
in any manner whatsoever, or otherwise use the Software except as expressly permitted pursuant to this Agreement.

10.2 TeamAbsolute acknowledges that Client, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation of Client Products and
systems. For the purposes of this Agreement, Client Product will be defined as any software products that are loaded on the
development, certification, and production servers at the Client. TeamAbsolute agrees that processes, software, utilities,
and methods of operation are proprietary trade secrets and are protected under civil and criminal law, and the copyright
laws of the United States. Client or its third party suppliers retain all ownership rights to all of these items. No part of these
items may be reproduced or used in any form or by any means without the written permission of Client. TeamAbsolute shail
take reasonable steps to safeguard the confidentiatity of such information. TeamAbsolute agrees that only Client shall have
the right to alter, maintain, enhance or otherwise modify the Client Products and systems. TeamAbsolute shall not modify,
disassemble, decompile or reverse engineer the Client Products and systems in any manner whatsoever, or otherwise use the
Client Products except as expressly permitted pursuant to this Agreement.

11. NON-SOLICITATION

Both Client and TeamAbsolute (“Parties”) covenants and agrees that during the term of the Agreement and for a period of
one (1) year after the last invoiced date of work, neither of the Parties shall, directly or indirectly, through an existing
corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or
work with, on a part-time, consulting, advising or any other basis, other than on behalf of the Parties, any employee, any
employee or independent contractor employed by either of the Parties.

12. INDEPENDENT CONTRACTOR STATUS
TeamAbsolute is an independent contractor, not Client's employee. TeamAbsolute’s employees or subcontractors are not
Client's employees. TeamAbsolute and Client agree to the following rights consistent with an independent contractor
relationship.
= _TeamdAbsolute has the right to perform services for others during the term of this Agreement.
= TeamAbsolute has the sole right to control and direct the means, manner and method by which the services
required by this Agreement will be performed.

TeamAbsolute, © 2014 Page 10 of 14
Proprietary and Confidential

TeamAbsolute

T FE A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS F ER S ERVICES AGREEMENT

= TeamAbsolute has the right to hire assistants as subcontractors, or to use employees to provide the services
required by this Agreement.

= TeamAbsolute or TeamAbsolute's employees or subcontractors shall perform the services required by this
Agreement; Client shall not hire, supervise or pay any assistants to help TeamAbsolute.

«Neither TeamAbsotute nor TeamAbsolute’s employees or subcontractors shall receive any training from Client in
the skills necessary to perform the services required by this Agreement.

=" Client shall not require TeamAbsolute or TeamAbsoiute’s employees or subcontractors to devote full time to
performing the services required by this Agreement.

=" Neither TeamAbsolute nor TeamAbsolute’s employees or subcontractors are eligible to participate in any employee
pension, health, vacation pay, sick pay or other fringe benefit plan of Client.

13. SERVICE LEVEL AGREEMENTS.
TeamAbsolute shall abide by the service level responsibilities set forth in the current Standard Operating Procedures for
TeamAbsolute. EXHIBIT C, the Service Level Agreement.

14. OTHER PROVISIONS.

14.1 Governing Law. This Agreement and all matters relating to this Agreement shall be construed and controlled by the
laws of the State of Minnesota without regard to conflicts of law provisions.

14,2 Independent contractors. The parties will have the status of independent contractors, and nothing in this
Agreement will be deemed to place the parties in any other relationship, including employer-employee, principal-agent,
partners or joint ventures.

14.3 Assignment. Neither party may transfer or assign this Agreement and/or the use of Service, without the express
prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing,
either party may assign this Agreement in connection with a merger or a sale of all or substantially all of its assets or capital
stock. Any transfer or assignment in violation hereof shall be null and void.

14.4 Non-cumulative Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to
be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or
more remedies by a party shall not constitute a waiver of the right to pursue other available remedies.

14.5 Authority. Each party represents and warrants that it has full power and authority to enter into and perform this
Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to
enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT,
AND AGREES TO BE BOUND BY IT.

14.6 Notices. Any notices or other communications required or permitted to be given by this Agreement must be
(a) given in writing and personally delivered or mailed by prepaid express, certified or registered mail or

(b) made by facsimile delivered or transmitted to the party to whom such notice or communication is directed,
addressed to the parties as set forth below:

To TeamAbsolute: To Client:
TeamAbsolute Client Name
Kent Jacobson Client Contact
President & CEO Client Contact Title
2277 Highway 36 West, Ste. 160 Address 1
TeamAbsolute, © 2014 Page 11 of 14

Proprietary and Confidential

TEAMabsolute

MAS T ER SERVICES

Roseville, MN 55113

Voice: (612) 746-4070

Fax: (612) 746-4071
Email: Kent. jacobson@TeamAbsolute.com

TeamAbsolute, © 2014
Proprietary and Confidential

City, State, Zip
Voice:

Fax:

Email:

TeamAbsolute

2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

AGREEMENT

Page 12 of 14

TeamAbsolute

T - A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE § A GREEMEN T

Any such notice or other communication shalt be deemed to have been given (whether actually received or not) on the date
it is personally delivered as aforesaid or, if mailed, on the day it is delivered or on the fifth day after it is mailed, whichever
day is earlier, or if transmitted by facsimile, on the date that such notice is transmitted as aforesaid. A party may change
such party’s address for purposes of this Agreement by giving notice of such change to the other party pursuant to this Section.

14.7. Waivers. All waivers must be in writing. Any waiver or faiture to enforce any provision of this Agreement on one
occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.8 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions
will continue in full force and effect.

14.9 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but
all of which together will constitute one and the same instrument.

14.10 Sarbanes-Oxley Compliance. In accordance with Exhibit A, pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, Client may be required to report on the effectiveness of its internal controls over financial reporting in the periodic
reports that it files with the Securities and Exchange Commission, and Client’s independent auditor may be required to issue
an opinion regarding the effectiveness such internal controls. To assist Client in complying with such obligations,
TeamAbsolute agrees to maintain an effective system of internal controls with respect to all services and products subject
to this Agreement (collectively, “Internal Controls”). While TeamAbsolute shall comply with all reasonable requests from
Client with respect to Internal Controls, TeamAbsolute is ultimately responsible for establishing and maintaining effective
Internal Controls. TeamAbsolute’s obligations hereunder shall include, without limitation, (i) ensuring that the products and
Services are secure from unauthorized intrusion (both internal and external) or from any other threats, (ii) maintaining
detailed documentation regarding the Internal Controls, (iii) periodically testing the Internal Controls, and (iv) otherwise
maintaining a strong control environment. TeamAbsolute will fully cooperate with Client with respect to its efforts to
maintain effective Internal Controls and comply with its obligations under federal laws. TeamAbsolute will provide such
documentation reasonably requested by Client or its independent auditor to verify the effectiveness of the Internal Controls,
which may include a certification from an officer of TeamAbsolute or from TeamAbsolute’s independent auditor.
TeamAbsolute will also provide Client and its representatives with reasonable access to the products and services for audit,
testing and verification of TeamAbsolute’s compliance with these requirements for Internal Controls.

14.11 Time of the Essence. Time is of the essence in the performance of the parties’ obligations pursuant to this Agreement.
AGREED AND ACCEPTED AS OF THE DATE SET FORTH ABOVE:

TeamAbsolute City of Nashua

Signature Signature

Kimberly M. Jacobson

Name Name
CFO / Managing Partner
Title Title

TeamAbsolute, © 2014 Page 13 of 14
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