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Master Services Subcontract Agreement

THIS MASTER SERVICES SUBCONTRACT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between RTS OF BROWARD Corp., a corporation organized under the laws of Florida, D/B/A “RTS UNDERGROUND,” having its principal office at 1410 20th Street Suite 204 M i a m i B e a c h , F L 3 3 1 3 9 (“Contractor”) and [Entity Name, Address, etc.], hereinafter, (“Subcontractor.”) In consideration of the mutual promises contained herein, the Contractor and Subcontract agree as follows:

RECITALS

A. Contractor has entered into or may enter into certain contracts (each a “CustomerAgreement”) with third parties (each a “Customer”) pursuant to which Contractor willperform certain services in connection with certain projects (each a “Project”).

B. “Customer” shall mean any person or entity for whom Contractor is providing materials,work, or services. In the event that Contractor’s contract is with the direct contractor or asubcontractor, not the Owner, then the term “Customer” shall refer to and include theOwner, and the terms “Customer Agreement” and “Contract Documents” shall refer to andinclude not only all of the documents between the direct contractor and the Owner but alsoall of the documents comprising Contractor’s own contract in connection with the Project.

C. The terms pursuant to which Contractor will perform services for each Project will be setforth in the Customer Agreement and include documents such as plans, drawings,specifications, addenda, and/or other documents associated with the Project and CustomerAgreement (“Contract Documents”).

D. “Lower-Tier Subcontractor” shall mean any service provider, person, company,materialmen, or entity with which Subcontractor have entered into an agreement to provideWork, services, or materials in connection with the Project and/or Work, and theirrespective subcontractors, regardless of tier.

E. Contractor and Subcontractor are entering into this Agreement with the intent andunderstanding that it will serve as a master services subcontract agreement for all WorkOrders for which Contractor may engage Subcontractor, unless parties expressly agree tothe contrary in a separate writing.

Further, this Agreement does not create an agreement that Contractor will request, or thatSubcontractor will perform, Work on any specific Project.

F. In the event of a conflict between terms and conditions of this Agreement and anyapplicable Work Order(s), the terms of the Work Order and any associated SubcontractDocuments shall take precedence for the Work provided pursuant to the Work Order.

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G. This Master Services Subcontract Agreement shall apply to all Work Orders agreed to bythe Parties within the Term (as defined below) of this Agreement.

SECTION 1: TERM

This Master Services Subcontract Agreement shall be effective for one (1) year after the Effective Date as written above. Thereafter, this Agreement shall automatically renew for additional terms of one (1) year unless either party provides notice of their intent not to renew this Agreement. Notice must be provided at least sixty (60) days prior to the renewal date. In the event either party elects not to renew this Agreement, the terms of this Agreement shall remain applicable until all Work Orders under this Agreement are satisfactorily completed (as determined by Contractor in its sole discretion) or terminated.

SECTION 2: SCOPE OF SERVICES; WORK ORDERS

2.1 In the event Contractor requests Subcontractor to perform work for a Project, the Contractor shall issue a written work order proposal (the “Work Order(s)”), which will identify the scope of services to be performed by Subcontractor (the “Work”).

2.2 Upon the execution of a Work Order, if one is so issued by Contractor and accepted by Subcontractor, the Work Order shall be made part of this Agreement, and the Subcontractor shall prosecute the Work in accordance with the terms Work Order, this Agreement, and the Subcontract Documents as enumerated in such Work Order, unless otherwise approved in advance and in writing by the Contractor.

2.3 For purposes of this Agreement and any associated Work Orders, the term “Work,” unless otherwise stated, refers to all the labor, equipment, materials, and services, and all other aspects of Subcontractor’s performance, as required under this Agreement and the applicable Work Orders, including any items or matters reasonably inferable and/or required by applicable law.

Each Work Order shall identify Authorized Representatives (as defined in Section 7 of this Agreement); state the Subcontract Time; state the Subcontract Fee; describe the Subcontractor’s Work; and enumerate the Subcontract Documents.

Any Work Order(s) and enumerated Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between the Customer and the Subcontractor, (2) between the landowner and Subcontractor, or (3) between any persons or entities other than the Contractor and Subcontractor.

2.4 The Contractor is not required to issue any Work Orders under this Agreement.

2.5 The Subcontractor may decline to accept any Work Orders issued by the Contractor.

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SECTION 3: TIME & SCHEDULE; DELAYS

3.1 General. Time is of the essence for the performance of the Work, if any. Subcontractor agrees that it shall exercise the customary care to perform and complete the Work, if any, in accordance with the Contractor’s and/or Customer’s schedule requirements (“Subcontract Time”) as set forth in the Work Order. Subcontractor shall commence to perform the Work, if any, and shall diligently and continuously prosecute and complete such Work and coordinate its services with the services of others being performed with respect to the Project in accordance with Subcontract Time requirements, and other scheduling requirements in the Subcontract Documents, so as not to delay the commencement, progress, or completion of the whole, or any part, of the Work and/or Project.

3.2 Sequence and Priority of Work. Contractor shall have the right to decide the sequence and priority of Subcontractor’s Work as compared with other work. Subcontractor shall prosecute certain portions of the Work in preference to others if so ordered by Contractor and without any claims for additional costs, unless otherwise stated in writing by Contractor.

3.3 Delays.

(a) If Subcontractor fails to maintain its part of the Contractor’s and/or Customer’s schedule, itshall, without additional compensation, accelerate the Work as Contractor may direct.

(b) If Subcontractor is delayed by negligence of the Customer or Contractor, by weatherconditions, by strikes, lockouts, unusual delay in transportation, fire or other casualty, forwhich Subcontractor is not responsible, then Subcontractor may be entitled to a timeextension provided that Subcontractor gives written notice within forty-eight (48) hours of thecommencement of the delay. To the greatest extent permitted by law, a time extension isSubcontractor’s sole remedy for delay and disruption; however, if Contractor obtainsadditional compensation from Customer on account of such delays, Subcontractor may beentitled to a reasonable portion thereof.

(c) To the greatest extent permitted by law, if Subcontractor should default in performance of itsWork, if any, or otherwise commits an act which causes delay to the Project,Subcontractor shall be liable for all losses, costs, expenses, liabilities and damages,including consequential damages and liquidated damages, sustained or otherwise incurred byContractor, or for which Contractor may be liable to Customer or any other partybecause of Subcontractor’s default, actions, or omissions, regardless of whether they arenegligent or whether other delays, including those caused by Contractor and/or Customer, arecontributory and/or concurrent.

3.4 Overtime. All costs of overtime for Work shall be at Subcontractor’s sole cost and expense unless otherwise stated in a written modification to the applicable Work Order executed by the Parties in accordance with Section 5 of this Agreement and prior to the performance of such Work.

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SECTION 4: COMPENSATION; INVOICES

4.1 General. In exchange for performing the Work set forth in a Work Order issued under this Agreement (if any), Contractor shall pay Subcontractor the fee specified in the applicable Work Order (the “Subcontract Fee”), unless Contractor is otherwise entitled to withhold such payment as set forth in this Agreement or as set forth in the applicable Work Order and associated Subcontract Documents.

4.2 Limitation on Compensation. Subcontractor acknowledges and agrees that its compensation is limited to the Subcontract Fee as set forth in the applicable Work Order, if any. Subcontractor further acknowledges and agrees that, to the greatest extent permitted by law, Subcontractor shall not be entitled to any additional compensation including, without limitation, compensation of any costs, expenses, lost profits, damages, or any other matter which may arise from any delay or suspension of the Project and/or Work that does not exceed 120 days in, or termination, suspension, or abandonment of, the performance or completion of: (i) this Agreement by Contractor, or (ii) the Project and/or Work by Contractor, or any other party.

4.3 Retainage:RTS Underground does hold retainage for projects completed by sub-contractor

4.4 Statement of Services Rendered; Conditions Precedent to Payment. Subcontractor shall submit invoice for the Work furnished. The invoices shall indicate the services rendered, a breakdown of charges, and applicable expenses with all appropriate substantiations and documentation pursuant to this Agreement, the Customer Agreement, Work Order(s), and/or Subcontract Documents, and shall be maintained and retained, and are subject to audit and inspection, pursuant to Section 18.

Contractor requires that Subcontractor’s invoices be accompanied by a release and waiver of liens from Subcontractor and also from Subcontractor’s Lower-Tier Subcontractors (regardless of tier) in the form of those attached to this Agreement as Exhibit A, properly completed to cover the amount and date of payment to Subcontractor reflected in the invoice. As a condition precedent to payment by Contractor to Subcontractor, Contractor must approve the form and substance of all Lien Releases.

As condition precedent to the payment of each and every invoice, it is expressly agreed that Subcontractor shall provide to Contractor release and waiver of liens (Exhibit A), properly executed by the Subcontractor.

If any claim remains unsatisfied after all payments have been made, Subcontractor shall refund to Contractor all monies that Contractor may be compelled to pay to discharge any such claim,

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including all costs and reasonable attorneys’ fees whether at hearing, pre-trial, trial, or appellate levels and any post judgement proceedings.

SECTION 5: CHANGES & MODIFICATIONS

5.1 General. The Parties to this Agreement acknowledge that the Customer may make changes in the Work by issuing modifications to the Customer Agreement. Contractor is authorized to make changes, including deletions, additions, and other modifications, to this Agreement and applicable Work Orders.

Without invalidating this Agreement and/or any executed Work Orders, Contractor shall promptly notify the Subcontractor of a modification in a signed Change Order. Change Orders shall constitute a Subcontract Document. Unless otherwise directed by the Contractor in writing, the Subcontractor shall not thereafter order materials or perform Work that would be inconsistent with the modifications made by the Change Order.

Further, Subcontractor may be ordered in writing by Contractor, without invalidating this Agreement and/or any associated Work Orders, to make changes in the Work within the general scope of the Work Order consisting of additions, deletions, or other revisions, including those required by Change Orders issued after the execution of a Work Order, with the Subcontract Fee and the Subcontract Time adjusted accordingly.

Contractor and Customer shall have no obligation to pay any additional amounts to Subcontractor, as a result of any changes except as stated in such written Change Order.

Notwithstanding anything to the contrary in this Agreement, neither Contractor nor Customer shall be responsible to pay, and the Subcontractor shall not be entitled to receive, compensation for any additional services or modifications to this Agreement, the Customer Agreement, and/or applicable Work Orders to the extent such work is required due to the fault or negligence of the Subcontractor or the Subcontractor’s failure to perform any Work in accordance with the terms of this Agreement, the Subcontract Documents, Work Orders, Change Orders, and any other written directives by Contractor or Customer.

SECTION 6: SUBCONTRACT DOCUMENTS

6.1 General. The “Subcontract Documents” shall be enumerated in each Work Order (if any) and consist of (1) this Master Services Subcontract Agreement; (2) the Customer Agreement and any Contract Documents enumerated therein; (3) all drawings, specifications, addenda, and other terms and conditions issued in connection with the Project, the Work Order, Customer Agreement, Contract Documents, and/or this Agreement; (4) other documents listed in the Work Order; and (5) Modifications issued after the execution of the Work Order in accordance with the provisionsof Section 5.

The Contractor shall make the Subcontract Documents available to the Subcontractor prior to the execution of the Work Order, and thereafter, upon request. The Contractor may charge the

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Subcontractor for the reasonable cost to reproduce the Subcontract Documents provided to the Subcontractor.

SECTION 7: COMMUNICATIONS, NOTICE, & AUTHORIZED REPRESENTATIVES

7.1 Communications. Subcontractor communications and contacts with the Contractor regarding prices, terms, the Work, Subcontract Time, Subcontract Fee, Modifications to the Work, etc., or any contacts which purport to modify any terms of this Agreement, a Work Order, a Change Order, the Subcontract Documents, and/or any Subcontractor or Contractor obligations, shall be made only by the Contractor’s designated Authorized Representative.

7.2 Authorized Representatives. The Subcontractor hereby identifies the following representative as authorized to act on the Subcontractor’s behalf with respect to this Agreement and any associated Work Order(s), if any:

[Representative Name subcontractor Address and ] [Subcontractor E-mail address]

In each Work Order, the Contractor will identify a representative authorized to act on the Contractor’s behalf with respect to the Work Order.

7.3 Notice. Any notice, approval, request, authorization, direction, or other communication under this Agreement and any applicable Work Order shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally or sent by electronic transmission (i.e., e-mail) to an Authorized Representative, (ii) one (1) business day after deposit with a commercial overnight carrier, with written verification or receipt, or (iii) five (5) business days after mailing date, if sent by U.S. mail, return receipt requested, postage and charges prepaid, in each case to designated Authorized Representative above.

SECTION 8: SUBCONTRACTOR’S WARRANTIES AND REPRESENTATIONS

8.1 Subcontractor represents and warrants that:

8.1 (a) General. Subcontractor’s warranty shall be no less than the warranty specified in the applicable Customer Agreement and Subcontract Documents.

Contractor’s obligations and responsibilities to the Customer are set forth in the Customer Agreement, including any Contract Documents thereof, the Subcontract Documents, and this Agreement. The Subcontractor shall be bound by, and assumes toward the Contractor, all of the obligations and responsibilities that the Contractor assumes toward the Customer by such

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Customer Agreement and Contract Documents, the Subcontract Documents, this Agreement, and applicable law, and Subcontractor agrees to abide by the terms and conditions thereof. All rights and remedies reserved to Customer under the Customer Agreement and Contract Documents, the Subcontract Documents, this Agreement, and applicable law shall be available to and possessed by Contractor in dealings with Subcontractor and Subcontractor’s Lower-Tier Subcontractors.

8.1 (b) Responsibility of Subcontractor; Materials and Equipment; Claims and Liens. Subcontractor represents and warrants that it is an expert in the particular line or lines of Work herein contracted to be done and/or as contracted in applicable Work Orders, and that Subcontractor is competent to know whether the materials, methods, equipment, and apparatus specified for the Work are sufficient and suitable to secure the results contemplated by the Subcontract Documents, and that Subcontractor’s rights to payment under this Agreement is expressly conditioned upon Subcontractor’s satisfactory accomplishment of such results, as determined by Contractor.

Subcontractor expressly represents and warrants that materials and equipment furnished under this Agreement and associated Work Orders will be fit for the purpose for which they are intended and of merchantable quality. Subcontractor further represents and warrants that all materials furnished shall be new unless otherwise specified and that all Work under this Agreement, Customer Agreement, and any associated Work Orders, shall be performed in a substantial, good and workmanlike manner, shall be of best quality and free from faults and defects, and in strict conformance with the Subcontract Documents, Work Orders, and any other written directives from Contractor. Any Work not conforming to such requirements and warranties shall be deemed to be defective and may be rejected at Contractor’s election.

Subcontractor agrees to turn the Work over to Contractor in good condition and free and clear from all claims, encumbrances, and liens for labor, services, or materials, and to protect and hold harmless Contractor and Customer from all claims, encumbrances, and liens arising out of the performance of the Work (including all attorneys’ fees and expenses) and all maintenance required under the Customer Agreement and Contract Documents, the Subcontract Documents, this Agreement, and/or any applicable Work Orders.

Should Subcontractor, during the progress of the Work, or at any time thereafter, fail to pay for all labor, services, and/or materials used or purchased for use in the prosecution of the Work, Contractor may, at its sole option, with or without notice to Subcontractor, pay all such claims and charge the amounts thereof to Subcontractor or offset sums against any amount due to Subcontractor.

All material, equipment, or other special warranties required by the Subcontract Documents shall be issued in the name of the Customer, or shall be in the name of Contractor and transferrable to the Customer and shall commence in accordance with the Subcontract Documents.

8.1 (c) Verification of Legal Status to Work in the United States. Subcontractor represents and warrants that it will verify the legal status of Subcontractor Personnel, and that of its Lower-Tier Subcontractors’ Personnel, to work in the United States, and at the request of Contractor, audit its compliance with legal status thereof and deliver to Contractor, within thirty (30) calendar days

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after request by Contractor, supporting documentation and written certification that Subcontractor Personnel and the Personnel of its Lower-Tier Subcontractors are legally authorized to work in the United States.

8.2 Subcontractor warrants and agrees that all Subcontractor’s representations and warranties, and that of Subcontractor’s Lower-Tier Subcontractors and suppliers, shall flow to the Contractor and Customer.

8.3 The representations and warranties set forth above are cumulative with, and in addition to, any other representations and warranty or remedy that may exist under applicable law, the Customer Agreement, the Subcontract Documents, and/or applicable Work Orders. All representations and warranties herein shall be deemed to be continuing in nature.

SECTION 9: INSPECTIONS; REJECTED WORK; PROTECTION OF WORK

9.1 Inspections. Subcontractor shall, at all times, provide to Contractor, Customer, and any representatives of them, safe and proper facilities for the inspection of Work.

If Subcontractor installs items provided by others or performs Work in areas to be constructed or prepared by others, Subcontractor shall carefully inspect and shall accept, at the time of delivery or first access, the items so provided and the work by others. Subcontractor’s failure to conduct an inspection or to give notice of any discrepancies or problems shall be deemed to constitute acceptance by Subcontractor of items or work of others.

9.2 Rejected Work. Within twenty-four (24) hours after receiving written notice from Contractor, Subcontractor shall proceed to remove all portions of rejected Work and remove from the Project site all materials, whether worked or unworked, related thereto, and shall make good all such work and all other work damaged or destroyed in removing or making good such rejected work. Subcontractor shall not remove any other material from the site without Contractor’s written permission.

If Subcontractor fails to correct its Work within three (3) days from the date of written notice, Contractor may correct the Work with all related costs charged to Subcontractor, but such correction shall not affect Contractor’s ability to seek reimbursement from Subcontractor for such correction.

9.3 Protection of Work and Project. Subcontractor shall protect its Work, materials, and equipment. Subcontractor assumes the risk of all loss or damage to its Work, materials, and equipment until final satisfactory completion (as determined by Contractor) and acceptance of the Project by Contractor and/or Customer.

To the greatest extent permitted by law, loss or damage due to acts of Subcontractor shall be charged to Subcontractor, and Subcontractor is responsible for all damages or losses it causes to others or to the work, equipment, or property of others.

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SECTION 10: COMPLIANCE WITH LAWS AND SAFETY REQUIREMENTS

10.1 General. None of the Parties hereto shall in any manner, directly or indirectly, violate the laws, ordinances, rules, or regulations of any federal, state, county, city, or other governmental authority or agency (“Laws”) in connection with the Work of the Project under the terms this Agreement and any applicable Subcontract Documents, and shall comply with all such Laws.

At its sole expense, Subcontractor shall investigate and comply with, and agrees to be bound by, all applicable Laws, including, but not limited to, laws regarding licensing of contractors and professionals, the Fair Labor Standards Act, the Americans with Disability Act, the federal Family and Medical Leave Act, federal, state, and local family rights and medical leave laws, civil rights and fair employment laws, laws concerning wages and benefits to be paid, and all other construction, environmental, workplace and safety laws and regulations.

10.2 Wages and Subcontract Fee. Subcontractor acknowledges that it has conducted its own independent investigation of the wage rates to be paid and whether its Work will be subject to prevailing wage requirement, whether federal, state, and/or local, and that it has not relied upon any statements or representations by Contractor and/or Customer with respect to such matters.

Subcontractor agrees that the Subcontract Fee (as set forth in the applicable Work Order) shall be deemed to be full compensation for compliance with such laws, regulations, or requirements, including payment of all applicable wage rates, and that no additional compensation will be owed to Subcontractor in the event that Subcontractor is required thereunder to pay higher wages or incur additional costs that Subcontractor contends that it did not anticipate.

Subcontractor shall defend, hold harmless, and/or indemnify Contractor and its sureties from any claims arising from the actual or alleged failure of Subcontractor and/or any of its Lower-Tier Subcontractors, regardless of tier, to have paid all wages, benefits, contributions, taxes (federal, state, and local), and any amounts owed to unions or trust funds.

Subcontractor shall incorporate the forgoing requirements into all of its subcontracts for the Project and shall likewise require all Lower-Tier Subcontractors to flow down and incorporate this requirement into any subcontracts, regardless of tier.

10.3 Safety Program; Compliance with Safety Requirements. At its sole expense, Subcontractor shall institute and maintain a reasonable and adequate safety program that fully complies with the Law and industry best practices, and shall fully cooperate with and adhere to any safety program or requirements of Contractor and/or Customer.

10.3 (a) Elevated Work Restrictions.

Subcontractor represents and warrants that it is fully aware of and knowledgeable about the inherent danger of climbing or working above ground level, especially with regards to tower and small cell structures. Furthermore, Subcontractor warrants, acknowledges, and agrees that it shall not perform or cause others to perform Elevated Work for Contractor and/or Customer unless expressly approved by Contractor. Subcontractor shall ensure that all climbers are trained and

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certified as competent climbers. Documentation of climber certification is to be maintained at the Project site for each assigned climber working at the Project site.

Subcontractor shall implement all procedures and take all measures necessary, including those required by applicable federal, state, and local laws and regulations, to ensure that only those Subcontractor Personnel who: (i) make the representations set forth in this Section 10.3(a), above; (ii) who have been properly trained as qualified climbers in accordance with commonly recognizedindustry practices and applicable federal, state, and local laws and regulations; and (iii) who havebeen properly trained, as qualified climbers, on the below listed topics, shall climb tower and smallcell structures:

• The nature of fall hazards in the work area;• The correct procedures for erecting, maintaining, disassembling, and inspecting the fall

protection systems to be used;• The correct procedures for inspecting fall protection equipment for wear, damage, defect,

or deterioration;• Climbing safety procedures;• The use and operation of the fall protection systems utilized by the Subcontractor/Lower-

Tier Subcontractor;• The role of each Subcontractor Personnel in the safety monitoring system used;• The correct procedures for handling and storage of equipment and materials and the

erection of overhead protection;• The role of Subcontractor Personnel in fall protection plans; and• The compatibility of fall protection equipment and fall protection systems.

Contractor and/or Customer shall not have any responsibility whatsoever to monitor Elevated Work by Subcontractor or its Lower-Tier Subcontractors, or to verify training of the same.

10.3 (a)(1) Material Breach

The performance of any Elevated Work by Subcontractor Personnel and/or Personnel of Lower-Tier Subcontractors: (i) who have not made the above representations; and (ii) who have not been properly trained as qualified climbers in accordance with Section 10.3(a) above, shall constitute a material breach of this Agreement and any associated Work Orders. Upon such material breach, Contractor shall have the right to immediately terminate this Agreement and all Work Orders, etc. delivered hereunder, and Subcontractor shall be liable to Contractor for any damages and costs it incurred as a result of said termination.

10.3(b) Radio Frequency Exposure Safety

Subcontractor represents and warrants that it is fully aware of and knowledgeable about the inherent dangers of working on or near towers, small cell structures, rooftops, or other wireless communication sites that are “live” actively transmitting radio signals that may create radio frequency radiation (“RFR”) (hereinafter “Live Sites”).

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Subcontractor shall implement all procedures and take all measures necessary, including those required by applicable federal, state, and local laws and regulations, to ensure that only those Subcontractor Personnel and Personnel of Lower-Tier Subcontractors who: (i) make the representations set forth in this Section 10.3(b) above; and (ii) who are satisfactorily completed RFR safety in accordance with FCC OET 65 (as amended and updated), the most current applicable updates in OSHA regulations and guidelines, and commonly recognized industry practices, may enter a Live Site or perform Work on a Live Site. Contractor and Customer shall have no responsibility whatsoever to monitor access to the Live Sites, or to monitor the performance of Work on such Live Sites, by Subcontractor Personnel (and/or Lower-Tier Subcontractors, thereof), or to verify training of the same.

10.3 (b)(1) Material Breach

The presence at, or performance of any Work on a Live Site by Subcontractor Personnel and Personnel of Lower-Tier Subcontractors: (i) who have not made the above representations; and (ii) have not satisfactorily completed RFR safety training, shall constitute a material breach of this Agreement and any associated Work Orders. Upon such material breach, Contractor shall have the right to immediately terminate this Agreement and all Work Orders, etc. delivered hereunder, and Subcontractor shall be liable to Contractor for any damages and costs incurred as a result of said termination.

SECTION 11: CLEANUP AND RESTORATION

The Subcontractor shall keep the Project site and surrounding areas clean and free from accumulation of waste materials, debris, rubbish, surplus materials, etc., which may accumulate from the performance of the Work. If Subcontractor fails to clean said waste materials, Contractor may charge Subcontractor for Subcontractor’s appropriate share of cleanup costs.

SECTION 12: TERMINATION

12.1 General. Upon any termination, whether for cause or convenience, Contractor shall have the right to take immediate possession of, utilize for any purpose, inspect, and copy any and all of Subcontractor’s documents or information related to the Work and/or Project, and the obligations of Subcontractor and rights and remedies of Contractor that would continue after substantial completion in the absence of a termination, including without limitation, payment of creditors, compliance with laws, insurance, warranty, and defective Work, shall remain in full force and effect.

12.2 Termination for Cause. This Agreement and any Work Orders may be terminated for cause by either party upon not less than seven (7) days’ written notice should the other party fail to substantially perform in accordance with the terms of this Agreement and/or the Subcontract Documents through no fault of the party initiating the termination. This notice period shall be a cure period.

In the event that any termination for cause is later determined to have been without cause, improper, unjust, illegal, or held to be wrongful for any reason, Subcontractor’s sole remedy shall

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be to have the termination converted to a Termination for Convenience, and Subcontractor’s recovery shall be limited in accordance with the terms of Section 12.3.

12.3 Termination for Convenience. Upon written notice, Contractor may terminate all or part of this Agreement, any Work Orders, and/or any other agreements issued under this Agreement or the Subcontract Documents for Contractor’s and/or Customer’s convenience. Upon such termination, Subcontractor shall be entitled to: (1) the reasonable cost of the Work completed in conformity with this Agreement and/or the Subcontract Documents and (2) such other reasonable costs actually incurred by Subcontractor as are permitted by the Customer Agreement and/or Subcontract Documents and approved by the Customer. Subcontractor shall not be due any sums for lost profit, additional overhead, or any other amount or for any amount of work not yet performed.

There shall be deducted from the foregoing sums the amount of any payments made to Subcontractor. Subcontractor shall not be entitled to any claim or claim of lien against the Contractor, Customer, or landowner for any additional compensation or damages in the event of such termination. In no case shall the amount recoverable under a convenience termination exceed to Subcontract Fee.

SECTION 13: INSURANCE

13.1 General; Conditions Precedent to Payment. Before commencing to perform any Work pursuant to this Agreement and/or any associated Work Orders, if any, and as a condition precedent to Contractor’s obligation to make payments thereunder to Subcontractor, the Subcontractor shall, at its sole expense, obtain and maintain in effect at all times insurance coverage with limits in accordance with Exhibit D attached to this Agreement. In addition to the above, Subcontractor shall require each of its Lower-Tier Subcontractors, regardless of tier, to obtain and maintain in effect at all times insurance coverage at least as broad as the insurance coverage set forth in Exhibit D.

The insuring carriers and the form of the insurance policies as required by Exhibit D shall be subject to the reasonable approval by Contractor and shall provide that not less than thirty (30) calendar days’ prior written notice shall be given to Contractor prior to cancellation or termination of said policies of insurance.

The provisions set forth in this Agreement with respect to the types of insurance required, minimum limits, and Contractor approval requirements are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Subcontractor under this Agreement.

Any loss or claim of loss against which Contractor has a right to indemnification under this Agreement and which is covered by insurance that Subcontractor is required to carry in accordance with Exhibit D, shall be negotiated by Subcontractor with full notice to and participation by Contractor. If the parties are unable to agree on the settlement of the loss, such dispute shall be submitted to a court of competent jurisdiction to determine ownership of the disputed amounts.

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The Work shall nevertheless progress during any such period of dispute (subject to all other provisions herein) without prejudice to the rights of any party to the dispute.

13.2 Contractor and its joint ventures, subsidiaries, and affiliates, as their interest may arise, shall be named as additional insureds on all applicable policies of insurance (except as to workers compensation insurance and professional liability insurance) and such coverage shall be primary and non-contributory with any other insurance available to or maintained by Contractor. Additional insured endorsement shall include coverage for completed operations and ongoing operations. Pursuant to the Subcontract Documents, Contractor may require that its Customer and/or landowner also be named as an additional insured on a primary and non-contributory basis.

13.3 Recovery and Subrogation. All policies of insurance shall waive the right of recovery or subrogation against Contractor, its Customer, and landowner, and its and their affiliates, if any.

13.4 Failure to Maintain Insurance. If the Subcontractor and/or its Lower-Tier Subcontractors, if any, fails to maintain the requisite insurance as specified in Exhibit D, Contractor and/or Customer shall have the right, but not the obligation, to procure and maintain such insurance for, and in the name of, the Subcontractor and/or its Lower-Tier Subcontractors, and Subcontractor shall pay the cost thereof and shall furnish all necessary information to make effective and maintain such insurance. Contractor and/or Customer, at their sole option, may deduct the cost of procuring and maintaining such insurance from the balance of any compensation due to Subcontractor for Work rendered under this Agreement and/or any associated Work Orders, if any.

13.6 Self-Insured Retention and Deductibles. In the event any insurance coverage required by Exhibit D contains any self-insured retention or deductible, Subcontractor shall be responsible for such self-insured retention or deductible. Any such self-insured retention shall be evidenced on the applicable Certificate of Insurance.

13.7 Certificates of Insurance. Subcontractor shall provide certificates of insurance acceptable to the Contractor evidencing compliance with the requirements in this Section 13 and any additional requirements set forth in Exhibit D at the following times: (1) prior to commencement of the Work; upon renewal or replacement of each required policy of insurance; and (3) upon Contractor’s written request.

SECTION 14: INDEMNIFICATION

14.1 Contractor and Subcontractor warrant and represent that the following provisions were mutually agreed upon:

To the greatest extent permitted by law, Subcontractor shall indemnify, defend, and hold harmless, and cause any Lower-Tier Subcontractors to indemnify, defend, and hold harmless Contractor and its affiliates, Customer and landowner and their respective affiliates, and its and their respective customers, employees, officers, directors, agents, successors, and assigns from and against any and all suits, actions, proceedings, losses, damages, claims, fines, penalties, costs and expenses (including reasonable attorneys’ fees, investigations and remediation expenses) (“Claim”) arising out of or resulting from: (i) injuries to or death of any persons (including employees of

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Subcontractor and any Lower-Tier Subcontractor) or damage to property, including theft, in any way arising out of or caused by the Work performed or material provided by Subcontractor or any Lower-Tier Subcontractor; (ii) any failure of Subcontractor or Lower-Tier Subcontractor to perform its obligations under this Agreement, the Subcontract Documents, and/or applicable Work Order, or breach by Subcontractor or Lower-Tier Subcontractor of any representation, warranty, covenant, or agreement contained in this Agreement, the Subcontract Documents, and/or applicable Work Order; (iii) any release of hazardous substances, pollutants, or contaminant cause or exacerbated by the acts or omissions of Subcontractor or any Lower-Tier Contractor; (iv) any violations of law, regulations, rule, standard, or other governmental requirement by Subcontractor or any Lower-Tier Subcontractor; and (v) any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violations of any other intellectual property or proprietary rights arising from or in connection with the products or materials provided or the Work performed under this Agreement, the Subcontract Documents, and/or applicable Work Order or their use.

Contractor shall notify Subcontractor in writing, and with reasonable promptness, of any Claim that may give rise to a Claim for which Subcontractor provides a defense. If Contractor fails to give notice, Subcontractor is still obligated to indemnify, hold harmless and defend Contractor and Customer, except that Subcontractor is not liable for any litigation expense that Contractor and Customer incur before time when notice is given.

At the request of Contractor and/or Customer, Subcontractor shall conduct such defense (employing counsel reasonably acceptable to Contractor and/or Customer), at Subcontractor’s expense, against any Claim. In the event that Contractor does not request Subcontractor to conduct such defense or where Contractor or Customer take over the defense from Subcontractor, Contractor and/or Customer may employ separate counsel, including in-house counsel, to conduct Contractor’s and/or Customer’s defense against such Claim. Contractor and Subcontractor shall cooperate in the defense of any Claim. Subcontractor may control the defense and settlement of a Claim, but if the settlement of a Claim may have an adverse effect on Contractor or Customer, then Subcontractor shall not settle such Claim without the consent of Contractor or Customer, as applicable, and Contractor and Customer shall not unreasonably withhold or delay its consent.

To the greatest extent permitted by law, Subcontractor shall have no right of, nor shall Subcontractor bring, any Claim or action for contribution, or subrogation against Contractor or Customer, its or their affiliates, or their agents or employees, nor shall Subcontractor implead any of them in any action brought by another, based on injury to the person or death arising out of or relating to Subcontractor performance under this Agreement or any applicable Work Orders. If, through any such action, Subcontractor ever acquires a lien on a judgment against Contractor or Customer, its or their affiliates, or their agents or employees, then Subcontractor shall assign such lien to Contractor.

IN NO EVENT SHALL SUBCONTRACTOR’S INDEMNITY AND HOLD HARMLESS OBLIGATIONS, OR PORTIONS OR APPLICATIONS THEREOF, APPLY TO ANY CLAIM CAUSED BY THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF THE PARTY TO BE INDEMNIFIED OR HELD HARMLESS.

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FURTHERMORE, SUBCONTRACTOR SPECIFICALLY AND EXPRESSLY WAIVES ANY IMMUNITY FROM INDEMNIFICATION IT MAY HOLD OR BE GRANTED BY AN INDUSTRIAL INSURANCE OR WORKERS’ COMPENSATION STATUTE, WHETHER FEDERAL, STATE, OR LOCAL, AND SUBCONTRACTOR SPECIFICALLY AND EXPRESSLY AGREES TO FLOW DOWN THIS WAIVER REQUIREMENT TO ALL OF SUBCONTRACTOR’S LOWER-TIER SUBCONTRACTORS THAT PROVIDE ANY SERVICES OR WORK.

Notwithstanding the forgoing, if any of the terms and conditions set forth in the Customer Agreement, Contract Documents, and/or Subcontract Documents impose more stringent defense, indemnity, contribution, or hold harmless obligations than are set forth herein, then to the greatest extent permitted by law, the more stringent provisions shall apply, and Subcontractor shall owe the same defense, indemnity, contribution, and/or hold harmless obligations to Contractor as Contractor owes to Customer, and Subcontractor agrees to flow down those defense, indemnity, contribution, and/or hold harmless obligations to all of its Lower-Tier Subcontractors.

SECTION 15: INDEPENDENT CONTRACTOR; NO BENEFITS

Subcontractor shall at all times during this engagement be and remain an independent contractor and not an employee of Contractor or Customer. It is understood and agreed that the Subcontractor is acting as an independent contractor in the performance of any Work, and nothing in this Agreement and/or applicable Work Orders, shall be deemed to create an agency relationship or an employer-employee relationship between Contractor and Subcontractor.

Subcontractor shall be solely responsible for the payment of all required taxes. All taxes shall be included in the price of the Subcontract Fee. Contractor and Customer will not provide workmen’s compensation, health insurance, life insurance, retirement, or any other benefits to employees of Subcontractor. Subcontractor agrees to accept exclusive liability for the payroll taxes, contributions for unemployment insurance, and benefits including worker’s compensation, health insurance, life insurance, retirement or any other benefits to the Subcontractor, Subcontractor Personnel, and its Lower-Tier Subcontractors involved in the Work. To the greatest extent permitted by law, Subcontractor agrees to indemnify and hold harmless the Contractor for any of the aforementioned taxes for any employment related contributions or benefits which by law Contractor may be required to pay, and to comply with all laws, orders, and regulations respecting the assumption by Subcontractor of liabilities of said taxes or contributions.

SECTION 16: FAIR LABOR PRACTICES

Contractor is committed to ensuring that its workers and employees and those of its consultants, contractors, suppliers, subcontractors, and sub-subcontractors be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights. Accordingly, Subcontractor agrees that it, in connection with furnishing services hereunder: (i) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (ii) shall not use any child labor; (iii) shall treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological or verbal harassment or abuse; (iv) shall not discriminate in respect of employment

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and occupation and shall be committed to attracting and developing a diverse motivated and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation and disability; (v) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation; (vi) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (vii) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and or union negotiated agreement; (viii) shall not require its employees to work more than legally permitted limits.

SECTION 17: LOWER-TIER SUBCONTRACTORS

A list of Lower-Tier Subcontractors, which Subcontractor expects to engage on any particular Project and/or Work, shall be provided to and approved in writing by Contractor prior to Subcontractor commencing Work. Notwithstanding anything in this Agreement, Subcontractor shall not employ or otherwise engage a Lower-Tier Subcontractor for any part of Subcontractor’s obligations under this Agreement and/or Work Order(s) without Contractor’s prior approval in writing. If such approval has been given, Subcontractor shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by Subcontractor.

Subcontractor hereby agrees that all Lower-Tier Subcontractor agreements entered into shall incorporate by reference the terms and conditions of this Agreement, and each Lower-Tier Subcontractor, at every tier, shall be bound to the Subcontractor under each respective Lower-Tier Subcontractor agreement in the same manner and to the same extent as Subcontractor is bound to the Contractor under this Agreement and all such Lower-Tier Subcontractor agreements shall be assignable to Contractor, subject to Contractor’s assumption of same.

SECTION 16: CONFIDENTIALITY

For a period of five (5) years from the date of disclosure, Subcontractor shall hold all Confidential Information, as defined below, in trust and confidence for Contractor and shall not use Confidential Information, by publication or otherwise, to any person other than to Subcontractor’s own employees, or to third-parties having a need to know it and who Contractor agrees in writing may receive it, provided that prior to such disclosure to third parties, Subcontractor shall obtain nondisclosure agreements from such persons and firms. If any medium containing Confidential Information is lost, Subcontractor shall promptly notify Contractor. Subcontractor shall not copy Confidential Information unless approved in writing by Contractor. Upon expiration or early termination of the term of this Agreement, Subcontractor shall return to Contractor all written or descriptive matter, in any form, which contains any Confidential Information. “Confidential Information” shall mean information that Contractor identifies as confidential to Subcontractor and discloses to Subcontractor, as well as the work product and other information resulting from Subcontractor’s Services including, without limitation, Subcontractor’s evaluations and reports, Contractor’s responses to same, cost information, information regarding potential developments or designs and drafts and associated materials. Confidential Information does not include information that rightly becomes public, or that Subcontractor otherwise knows or receives without obligation of confidence.

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SECTION 17: LIEN WAIVER AND DISCHARGE OF CLAIMS

17.1 Lien Waiver. Subcontractor shall not, and require Lower-Tier Subcontractors to do the same, make, file, or maintain a mechanic’s lien or any other lien or claim of any kind or character whatsoever against any tower, small cell site, building, Site, or other structure to which the Work relates, the additions, improvements, alteration, or repairs made thereon, the ground on which said tower, small cell site, building, Site, or other structure is situated, or any other property or property interest owned, held, occupied, or otherwise possessed by Contractor, Customer, landowner, or its or their affiliates, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected to the Work, or any agreement supplemental thereto.

17.2 Discharge of Claims. Provided that Subcontractor has been paid payments due as required and in accordance with this Agreement and/or any Work Order(s), if any claim is made in connection with the Work by any Sub-Subcontractor (regardless of tier), materialman, or any person or entity paid by the Subcontractor, if any, the Subcontractor shall promptly, within ten (10) days of its receipt of notice regarding the same, and at its own expense, cause such claim tobe discharged. This includes any construction claim of lien or bond. The expense of dischargingany such claim shall be paid by Subcontractor and shall not be reimbursable to Subcontractor aspart of the any Subcontract Fee(s) contemplated in Section 4 or otherwise under this Agreementand/or associated Work Order(s), if any. If Subcontractor does not discharge claims in accordancewith this Agreement, Contractor shall have the right, but not the obligation, to pay all sumsnecessary to so discharge such claim and to require Subcontractor to reimburse such sums toContractor or to offset such sums from amounts due to Subcontractor under this Agreement or anyother agreement with Subcontractor, and to reduce Subcontractor’s compensation accordingly.

SECTION 18: AUDIT; RECORDS

Subcontractor shall furnish to Contractor, as often as Contractor requires, full reports of the progress of the Work. Subcontractor shall maintain and retain complete and accurate records relating to the Work and the performance of this Agreement and any applicable Work Orders for at least ten (10) years after the later of: (i) the expiration and/or termination of this Agreement and any applicable Work Orders; or (ii) until all claims (if any) regarding this Agreement and any applicable Work Orders are resolved. Subcontractor shall provide Contractor, Customer, and any of its or their representatives access to the records during reasonable hours. Such access shall include the right to inspect, audit, and/or discuss said records with Subcontractor, Lower-Tier Subcontractors, and/or any personnel thereof who have knowledge of or who should have knowledge of their contents, and copy and/or remove said records from Subcontractor’s possession or premises.

Contractor and Customer shall retain the right to inspect and audit notwithstanding any assignment of this Agreement and/or any applicable Work Orders. Subcontractor shall ensure that Contractor and Customer has these rights with Subcontractor’s agents, Lower-Tier Subcontractors, successors, and assigns, and these rights shall be explicitly included in any subcontracts or agreements formed between Subcontractor and any agent or Lower-Tier Subcontractor to the

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extent that those subcontracts or agreements relate to the fulfilment of Subcontractor’s obligations to Contractor and/or Customer.

SECTION 19: MISCELLANEOUS

19.1 Permits, Licenses, and Fees. The Subcontractor shall give notices and comply with applicable laws, statues, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on performance of the Work. Prior to commencement of the Work, Subcontractor shall secure and pay for any and all permits, fees, licenses, and inspections by government agencies necessary for the proper execution and completion of the Work, the furnishing of which is required of the Contractor by the Customer Agreement and Contract Documents.

19.2 Authority to Practice. The Subcontractor hereby represents that it has, and that its employees and Lower-Tier Subcontractors have, and will continue to maintain, all licenses and approvals required to conduct its business, and perform the services required of it under this Agreement and any corresponding Work Orders, within the jurisdiction where the Project is located, and that it will, at all times, conduct its business in a reputable manner. The Subcontractor agrees that it has, and that its employees and Lower-Tier Subcontractors have, and will continue to maintain, certification issued by the required government entities, as applicable. Proof of such licenses, approvals, and certifications shall be submitted to Contractor promptly upon request.

19.3 Compliance with Documentation Requirements. Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Subcontractor agrees to comply with all other documentation requirements in connection with the Project, if any, provided that such documentation requirements do not extend the obligations or liabilities established pursuant to this Agreement.

19.4 Disputes. Any claim or dispute resolution procedures in the Customer Agreement and Contract Documents shall be deemed incorporated in this Agreement and in any Work Order(s) issued under this Agreement, and shall apply to any disputes arising hereunder that involve the Customer, and/or landowner, such as “pass through” claims. Subcontractor and its Lower-Tier Subcontractors shall cooperate in such procedures and shall participate in them when requested. In the event the Customer Agreement and Contract Documents do not provide claim or dispute resolution procedures, said claims or disputes shall be resolved in accordance with this Agreement.

Any claims or disputes arising out of or related to this Agreement, and any associated Work Order(s), which do not involve the Customer and/or landowner shall be resolved in accordance with this Agreement.

19.5 Governing Law; Jurisdiction; and Venue. Unless otherwise stated, this Agreement and any applicable Work Order(s) shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. The parties acknowledge that personal jurisdictions upon proper service will be valid in the State of Florida, and that venue of all actions arising out of or related to this Agreement and applicable Work Order(s) shall be proper only in the appropriate state court

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in the county where the Project is located or in the Federal District Court having jurisdiction over the location of the Project.

19.6 Jury Trial Waiver, Venue and Attorney’s Fees. Unless otherwise stated in this Agreement, the provisions of this Agreement cover any and all claims or disputes between Contractor and Subcontractor, or parties acting on Subcontractor’s behalf, arising out of or relating, directly or indirectly, to Subcontractor’s performance of the Work, this Agreement, or any breach thereof, whether in tort or in contract.

Unless otherwise stated in this Agreement, the venue for any action arising from, or relating to, this Agreement and any applicable Work Order(s) shall be in Miami-Dade County, Florida in the appropriate court.

THE PARTIES HEREBY AGREE THAT EACH WAIVES ANY AND ALL RIGHTS TO HAVE ANY SUCH DISPUTE BETWEEN THEM HEARD BY A JURY, AND AGREES THAT ANY SUCH DISPUTE SHALL BE HEARD BY A JUDGE SITTING ALONE WITHOUT A JURY.

The prevailing party in any such dispute shall recover from the non-prevailing party its reasonable attorney fees, paralegal fees, expert fees, any all allowable costs through trial and any appeals and any post-judgement action or any bankruptcy proceedings.

19.6 Severability. If any provisions of this Agreement and/or the provisions of any associated Work Order(s) are declared invalid or unenforceable, the remainder of the Agreement and/or Work Order shall continue in full force and effect.

19.7 No Waiver. Any waiver by either party of a breach of any provision of this Agreement, the Customer Agreement, the Subcontract Documents, and/or any associated Work Order(s) (if any), shall not operate as, or be construed to be, a waiver of any other breach of such provision or any breach of any other provision of this Agreement, the Customer Agreement, the Subcontract Documents, and/or any associated Work Order(s). The failure of a party to insist upon strict adherence to any term of this Agreement, the Customer Agreement, the Subcontract Documents, and/or any associated Work Order(s), if any, on one or more occasions shall neither be considered a waiver nor deprive that party any right thereafter to insist upon strict adherence to that term or any other term of this Agreement, the Customer Agreement, the Subcontract Documents, and/or any associated Work Order(s), if any. Any waiver must be in writing and signed by the party to be charged therewith.

19.8 Survival. The representations and warranties and any indemnities set forth in this Agreement shall survive the termination or expiration of this Agreement. Further, Sections 13, 14, 15, 16, 18, and 19 shall each survive the termination or expiration of this Agreement.

19.9 Assignment. In the event that Customer terminates the Customer Agreement for cause, this Agreement and any associated Work Order(s) may be assigned to the Customer, provided the Customer accepts the assignment by notifying the Contractor and Subcontractor.

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The Subcontractor shall not assign or transfer this Agreement, the Work, and/or any associated Work Order(s) without Contractor’s written consent.

19.10 No Relationship with Others. No contractual relationship shall be created by this Agreement between the Customer and/or landowner and Subcontractor or any Lower-Tier Subcontractors, regardless of tier. No contractual relationship shall be created by this Agreement between Contractor and any Lower-Tier Subcontractors, regardless of tier.

19.11 Further Assurances. The parties hereto hereby agree to do such further acts and things, and to execute and deliver such additional assurances, certificates, instruments and documents, as either may at any time reasonably request in order to better assure and confirm unto each party their respective rights, powers, and remedies conferred hereunder, and to carry out the intent and accomplish the purposes of this Agreement and any Work Order(s) issued under this Agreement.

19.12 Amendments. No change, amendment, or modification of this Agreement shall be valid or binding upon the parties hereto unless such change, amendment, or modification shall be in writing and duly executed by both parties hereto. No change, amendment, or modification shall be deemed to be made by either part on the basis of any action or failure to act by either party or by the course of performance, course of dealing, or course of conduct of either party.

19.13 Construction. In construing the terms under this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires.

19.14 Entire Agreement. This Master Subcontract Agreement represents the entire and integrated Master Services Subcontract Agreement between Contractor and Subcontractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Contractor and Subcontractor.

19.15 Captions. The captions contained in this Agreement are for convenience of reference only and in no way define, describe, extend, or limited the scope of intent of this Agreement or the intent of any provision contained herein.

19.16 Counterparts. Provided that all parties hereto execute an original, this Agreement may be executed in counterparts, each of which when executed and delivered shall be deemed a duplicate original and all of which together shall constitute one and the same instrument.

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RTS Of Broward Corp Signature

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