STATE OF CONNECTICUT UNIVERSITY OF CONNECTICUT MASTER AGREEMENT FOR ON-CALL TRADE CONTRACTOR SERVICES FOR PROJECTS ESTIMATED AT UP TO: $500,000

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1 STATE OF CONNECTICUT UNIVERSITY OF CONNECTICUT MASTER AGREEMENT FOR ON-CALL TRADE CONTRACTOR SERVICES FOR PROJECTS ESTIMATED AT UP TO: $500,000 FOR THE FOLLOWING TRADE: TELECOMMUNICATIONS CONTRACT NO This Master Agreement (hereinafter this "Master Agreement") is by and between COMNET COMMUNICATIONS, LLC hereinafter (the "Contractor") and the UNIVERSITY OF CONNECTICUT (the "University" or the "Owner") acting herein by its Executive Vice President for Administration and Chief Financial Officer, under the provisions of Sections 10a-109(a) to 10a-109(y) inclusive of the Connecticut General Statutes, as revised. WHEREAS, the University has established a Trade Labor Program, under which certain pre-qualified trade contractors (each as defined hereinafter) will be eligible to provide the University with trade labor services on an "as-needed" basis; and WHEREAS, the Contractor has been pre-qualified to participate in the Program and the University and the Contractor wish for the Contractor to so participate, subject to the terms and conditions of this Master Agreement and any Contract; NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: DEFINITIONS. "Applicable Contract Documents" are, as to each Project, those Contract Documents applicable to such Project. "Bid" is defined in Section "Bid Form" is defined in Section "Contract" is an ITB Contract and/or a Purchase Order. "Contract Documents" is defined in Section Page 1 of23

2 "Department" is, as to each Contract for an individual project, the University department designated in such Contract. "ITB" is an Invitation to Bid issued by the University under which the University seeks bids for the performance of work specified in such Invitation to Bid. "ITB Contract" is a contract executed by the University and the Contractor as a result of the Contractor being awarded work under an ITB. "Program" is the Owner's On-Call Trade Contractor Services for the trade that is the subject of this Master Agreement. "Project" is a scope of services for which the Owner wishes to secure, or secures, a contractor through the Program. "Purchase Order" is defined in Section 1.3. "Subcontractor" is an individual or entity performing Work, which individual or entity is not an employee of the Contractor. "Work" is any work required under a Contract. 1. CONTRACTING FOR SERVICES. 1.1 GENERALLY. Contracts for Projects under this Master Agreement may be either an ITB Contract or a Purchase Order, as determined by the Owner to be in the best interest of the Owner, as hereafter described. Each Contract shall constitute a separate agreement; provided, however, that the Contractor's breach of its obligations under one Contract shall be deemed a default of this Master Agreement and of all other Contracts of the Contractor. 1.2 ITB CONTRACT Issuance of ITB. The Owner may, in its discretion, procure work for a Project by issuance of an ITB to some or all of the contractors that participate in the Program. If the Contractor receives such an ITB, the Contractor shall, using the University's standard Bid Form or such other form as may be specified by the Owner (the "Bid Form"), develop and submit for the Owner's review and consideration, and, at the Owner's discretion, acceptance and approval, a bid for the performance of the Project, which bid shall the Contractor's pricing and such other information called for in the Bid Form (a "Bid") along with any other information and documentation required by the Owner and/or applicable law. The Contractor's Bid shall adhere to the terms and conditions established within this Master Agreement Bid Bonds. The Contractor shall submit a bid bond or certified check with each Bid in an amount of ten per cent of the amount of the Bid, provided no such bid bond or certified check shall be required in relation to any Project for which the total estimated cost of labor and materials under the Project is less than Fifty Thousand and 00/100 Dollars ($50,000.00). All bonds for Projects shall be provided on the University's required forms and shall be otherwise to the satisfaction ofthe Owner and, as a minimum, must be issued through a bonding company licensed to transact business in the State of Connecticut and named on the current list of "Surety Companies Acceptable on Federal bonds" as published in the "Treasury Circular 570" Execution of ITB Contract. If awarded a Contract in connection with an ITB, the Contractor shall execute and deliver to the Owner in accordance with the requirements of the ITB, the ITB Contract included, or referenced, in the ITB. The ITB Contract may be the University's standard AIA Document AlOl-2007 Standard Form of Agreement and the University's standard AIA Document A201- Page 2 of23

3 2007 General Conditions of the Contract for Construction, as modified by the Owner for the individual project or such other agreement that may be required by the Owner. 1.3 PURCHASE ORDER. As an alternative to issuing an ITB and awarding an ITB Contract, the Owner may, in its sole discretion, issue a direct purchase order to the Contractor for the performance of a Project (together with any attachments thereto, a "Pu~chase Order"), provided that Exhibit B (titled "Additional Terms and Conditions Applicable to Projects under Purchase Orders) is included in this Master Agreement. Without limiting the effect of any other offer and acceptance that may occur to bind the parties to terms and Work of the Purchase Order under applicable law, the Contractor shall be deemed to have accepted all the terms and Work included, or referenced in, a Purchase Order upon commencement of the Work of such Purchase Order. The total Contract Sum payable to the Contractor under any single Purchase Order shall not exceed Forty Nine Thousand Nine Hundred Ninety Nine and 99/100 Dollars ($49,999.99). 1.4 NOT USED. 1.5 AFFIRMATIVE ACTION PLAN Generally. The Contractor shall comply with Section 46a-68c of the Connecticut General Statutes. The Contractor shall notify the Owner in writing if at any time during the term of this Master Agreement, the Contractor employs fifty or more employees. In addition, the Contractor shall: (a) together with such notice, provide the Owner with evidence that the Contractor has submitted an affirmative action plan to CHRO to the extent required under Section 46a-68c and (b) immediately inform the Owner in writing of CHRO's acceptance or rejection of such affirmative action plan Contracts Subject to 46a-68d. In the event the Contractor is awarded a Contract that is subject to Section 46a-68d of the Connecticut General Statutes, the Contractor shall comply therewith and shall provide the Owner with such evidence of the Contractor's compliance as the Owner may request. 2. CONTRACT TERM. 2.1 INITIAL TERM. The term of this Master Agreement shall commence on the date this Master Agreement is fully executed and continuing through February 28, No new Projects may be assigned, ITB Contract executed, or Purchase Order issued after the expiration of said term. Contract Documents effective prior to the expiration of said term shall remain in full force and effect following such expiration and the work to be performed thereunder shall continue to completion, and be modified, subject to all the terms and conditions of the Applicable Contract Document. 2.2 OPTION TO EXTEND. Contract Term: Subject to Section B of Exhibit B, the Owner will have the option to extend this Master Agreement for up to four (4) additional one (1) year periods, for a total aggregate term of approximately five (5) years. Said extension(s) may be effectuated by written notice from the Owner to the Contractor or, at the Owner's discretion, by written amendment to this Master Agreement executed by the Owner and the Contractor. 3. COMPENSATION. 3.1 AMOUNT. The Contractor's compensation for the Work of a Project shall be (i) for Work under an ITB Contract, the amount due under such ITB Contract and (ii) for Work under a Purchas Order, the amount due pursuant to Exhibit B. Page 3 of23 ContractNo

4 3.2 PAYMENTS ITB Contracts. Payments to the Contractor for Work under an ITB Contract shall be governed by the applicable provisions of the Applicable Contract Documents. The obligations of the Owner to make payments to the Contractor for services, labor or materials provided on each such individual project are limited to those amounts set forth in the ITB Contract and any agreed-upon changes or amendments thereto. Neither the Owner nor the State of Connecticut shall or may be liable to make payments in excess of such amount Purchase Orders. Payments to the Contractor for Work under a Purchase Order shall be governed by applicable provisions of the Applicable Contract Document, including Exhibit B hereto. The obligations of the Owner to make payments to the Contractor for services, labor or materials provided on each such individual project are limited to those amounts set forth in the Purchase Order for the individual project and any agreed-upon changes or amendments thereto. Neither the Owner nor the State of Connecticut shall or may be liable to make payments in excess of such amount. 4. PERFORMANCE. 4.1 GENERALLY Standards and Ethics. The Contractor will perform all Work in accordance with this Master Agreement and the other Contract Documents for each Project and in accordance with all generally accepted standards, practices and care, as defined by Connecticut law. The Contractor will not have any conflicts of interest. The Contractor will be held to the highest standard of conduct in the performance of its duties and must conduct itself so as to avoid even the appearance of any impropriety. The Contractor is prohibited from accepting gratuities of any kind from any persons seeking work associated with this Master Agreement. The Contractor will staff each project with experienced and competent personnel acceptable to the Owner. If the Contractor requires additional personnel to fulfill its obligations in connection with an individual project, it will provide such additional staff at no additional cost to the Owner Warrantee. The Contractor warrants, covenants and agrees that the Contractor and any Subcontractor retained by the Contractor will perform the Work in accordance with this Master Agreement; the other Contract Documents applicable to a Project; and in accordance with generally accepted standards, practices and care, as defined by Connecticut law. The Contractor further warrants, covenants and agrees that any documents, material, information or work supplied by the Contractor or such Subcontractor will be in accordance with the foregoing requirements Responsibility. The Contractor is responsible to the Owner for acts and omissions of the Contractor's employees and for the acts and omissions of Subcontractors and Subcontractors' employees. 4.2 SCOPE OF SERVICES. The Contractor shall perform Work as set forth in the Applicable Contract Documents. 4.3 SCHEDULE. The Contractor shall commence and complete Work as required by the Applicable Contract Documents. 4.4 CONTRACT DOCUMENTS ITB Contracts. The Contract Documents for a Project contracted through an ITB Contract shall consist of this Master Agreement and such ITB Contract, together with all documents identified in the ITB Contract as "Contract Documents." Page 4 of23

5 4.4.2 Purchase Orders. The Contract Documents for a Project contracted through a Purchase Order shall consist of this Master Agreement, such Purchase Order; labor rates (which shall be consistent with the Hourly Rates, as defined in Section B of Exhibit B); Insurance Certificates issued for the Project, provided that such certificates are consistent with the requirements of this Master Agreement; any Drawings, Specifications, and/or Project Manual specified in the. Purchase Order; and all other documents that are listed as Contract Documents in the Purchase Order. 4.5 COMMUNICATIONS. The Contractor will communicate with the Department through, and receive directions from, the Department's designated Project Manager for each individual project (the "Project Manager"). 4.6 SUBCONTRACTORS Use of Subcontractors. Should the Contractor require the services of sub-contractors for a Project, their names and such qualifications as the Owner may request will be submitted to the Department in writing for approval prior to their engagement on such Project Subcontracts. Copies of all contracts with any sub-contractor will be supplied to the Owner within five (5) days of their execution Coordination. The Contractor acknowledges that it is essential that all sub-contractors' services in connection with each individual project be coordinated. The Contractor will coordinate the services of all sub-contractors for each project Responsibility. The Contractor shall be responsible to the Owner for the acts and omissions of its Subcontractors to the same extent the Contractor is responsible to the Owner for the Contractor's own acts and omissions. 5. INSURANCE REQUIREMENTS. For each Project that is the subject of a Contract, the Contractor shall comply with the insurance requirements set forth below: 5.1 NOT USED 5.2 MINIMUM AMOUNTS OF CONTRACTOR COVERAGE. The Contractor shall maintain insurance coverage written for not less than limits of liability set forth below or as otherwise required by law, whichever coverage is greater. The inclusion of these minimum requirements shall not be interpreted to restrict the rights of the Additional Insureds to the stated minimum coverage amounts in the event the Contractor maintains coverage at higher limits. Coverages, whether written on an occurrence or claimsmade basis, shall be maintained without interruption from the date of commencement of a Project until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of work for the project or for such other period for maintenance of completed operations coverage as specified in the Applicable Contract Documents. No liability policy shall contain a Cross Liability exclusion. a. Worker's Compensation Insurance: Worker's Compensation Insurance in Statutory Limits of the Worker's Compensation Laws of the State of Connecticut, and other extensions, with Coverage B - Employer's Liability of not less than limits of $100,000- Each Accident, $500,000 - Policy Limit and $100,000 - Each Employee. Coverage under the Broad Form All State extension shall also be included. b. Commercial General Liability Insurance: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. Coverage shall include Premises and Page 5 of23

6 Operations, Independent Contractors, Products and Completed Operations, Contractual Liability and Broad Form Property Damage coverage. If a general aggregate is used, the general aggregate limit shall apply separately to the project or the general aggregate limit shall be twice the occurrence limit. The coverage shall contain no special limitations on the scope of protection afforded to the State. Said policy shall (i) state that it is primary insurance (ii) meet the requirements of, without limitations, Section 5.3, and (iii) shall remain in place for as to each Project for a period of three (3) years after final completion of the Work for such Project. c. Automobile Liability Insurance: Automobile Liability Insurance covering all owned, nonowned and hired automobiles, trucks and trailers of the respective parties required to provide and maintain this insurance. Such insurance shall provide coverage not less than that of the Standard Comprehensive Automobile Liability policy in limits not less than, as respects Contractor and all tiers of Subcontractors, $1,000,000 Combined Single Limit each occurrence for Bodily Injury and Property Damage. d. Umbrella Liability Insurance: Umbrella liability (following form) in the amount of $2,000,000 per occurr:ence. e. Contractor's Pollution Liability: If the Work of a Project includes the abatement, removal, cleanup or handling of any asbestos, PCB's, lead based paint, or other pollutants or hazardous materials, then the Contractor shall also provide evidence that Pollution Liability Insurance, including completed operations and Contractual Liability coverage of not less than limits of $5,000,000 has been procured and is in force on the project. However, if the Contractor demonstrates that coverage for claims arising out of the abatement, removal, cleanup or other handling of asbestos, PCB's, lead based paint, or other pollutants or hazardous materials is covered by the Contractor's general liability insurance, a separate Contractor's Pollution Liability Policy will not be required. 5.3 OTHER INSURANCE REQUIREMENTS Additional Insureds. It is agreed that the University of Connecticut and the State of Connecticut; their respective officers, officials, agents, employees, boards and commissions; the Architect and the Architect's Consultants; and such other individuals or entities as the Owner may designate (collectively, the "Additional Insureds") shall be additional insureds under the coverages described in subsections (b),(c) and (d) (if applicable) of Section 5.2 and that said coverage(s) is provided for all operations, uses, occupations, acts and activities of the insureds under the Contract Documents and under any amendments, modifications, extensions or renewals of said Contracts regardless of whether liability is attributable to the named insureds or a combination of the named insureds and the Additional Insureds. As requested by the Owner, the Contractor shall provide additional insured endorsements acceptable to Owner, naming the Additional Insureds as additional insureds as required hereunder Certificates of Insurance and Updates The Contractor shall submit to Certificates of Insurance to the Owner, in a form acceptable to the owner, prior to commencement of the Work of a Project and, thereafter, upon renewal or replacement of each required policy of insurance. Certificates of Insurance shall clearly indicate the Project name, Project number or some easily identifiable reference to the relationship to the Owner The Contractor shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Section 5. The Contractor shall provide such written notice within five (S) business days of the date the Contractor is first aware of the cancellation or Page 6 of23 ContractNo

7 expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first If any of the insurance coverages required under this Section 5 are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the time required by this Section Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor to the Owner with reasonable promptness in accordance with the Contractor's information and belief and shall identify on their faces the project name and contract number to which they apply. The Certificate(s) of Insurance must also provide clear evidence that the Contractor's Insurance Policies contain at least the minimum limits of coverage and special provisions prescribed in this Section Owner Approval of Policies and Carriers. All insurance secured by Contractor or Subcontractors pursuant to the Owner's requirements under the provisions of this Section 5 shall be in policies subject to the Owner's approval, as to form, content, limits of liability, cost and issuing companies. Such companies shall have and maintain an A.M. Best rating of not less than A-(Vll), or otherwise acceptable to Owner. 5.4 PROPERTY INSURANCE Certain Coverage Carried by Owner. Unless otherwise provided hereinafter or pursuant to Section and/or Section 5.4.2, the Owner shall purchase property insurance on an all-risk basis, including coverage for the perils of earthquakes and floods. Insurance required by this Section is not intended to cover machinery, tools and equipment of the Contractor which is used in the performance of the work for any individual project but is not incorporated into the permanent improvements for the project, nor any materials and equipment paid for by the Owner and stored off-site, for which the Contractor shall procure property insurance satisfactory to the Owner Deductibles. If the Owner's property insurance, including Builder's Risk insurance, requires deductibles, the Contractor shall pay costs not covered because of such deductibles Not Carried by Owner. If the Owner does not intend to purchase the property insurance described in Section for a Project, the Owner shall so inform the Contractor in writing prior to commencement of the Work for such Project. The Contractor may then procure and maintain insurance that will protect the interests of the Contractor, Subcontractors and Sub-subcontractors in the Work, and by appropriate Change Order the cost thereof shall be charged to the Owner Partial Use. Partial occupancy or use shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance Builder's Risk. To the extent required under the Contract Documents for the individual Project, the Contractor shall purchase and maintain Builder's Risk Insurance, ISO CP special form, in the amount of the initial Contract amount plus values of subsequent modifications or change orders on a replacement cost basis. The Builder's Risk coverage shall be written on a Special Covered Cause of Loss form and shall include theft, vandalism, malicious mischief, collapse, temporary buildings, transit, debris removal, increased cost of construction, architect fees and expenses, soft costs, flood and earthquake. Builder's Risk shall include portions of work located away from site but intended for use at Page 7 of23

8 -. the site. Contractor shall obtain consent of the insurance company and delete any provisions with regard to restrictions within any occupancy clause. Equipment break down coverage shall be included and shall cover insured equipment during installation and testing. This insurance shall include the interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors in the individual project and such parties shall be named as additional insureds under the builders risk coverage Contractor Tools. The Contractor shall, at its own expense, provide coverage for its machinery, tools and equipment subject to these provisions Waiver of Subrogation. The Owner and Contractor waive all rights of subrogation against (1) each other and any of their subcontractors of all tiers, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors, if any, and any of their subcontractors of all tiers, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 5.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors of the Owner performing work on the Project, if any, and the Subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required' for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. 6. TERMINATION. 6.1 TERMINATION BY UNIVERSITY. The University may terminate this Master Agreement in whole or in part whenever the University determines, in the University's sole discretion, that such termination is in the best interest of the Owner. Without limiting the foregoing, such termination may be for the Owner's convenience or as a result of the failure of the Contractor to fulfill its obligations under this Master Agreement or under other Applicable Contract Documents. Any such termination by the University shall be effectuated by delivery to the Contractor of a written notice of termination. The notice of termination will be sent in accordance with Section 14 of this Master Agreement. Termination of any Work being performed under an ITB Contract may be terminated in accordance with the provisions of such ITB Contract. Termination of any Work being performed under a Purchase Order may be terminated in accordance with the provisions set forth in Exhibit B hereto, except as may otherwise be set forth in the Purchase Order. 6.2 NO LIMITATION. The rights and remedies of the parties provided in this Section 6 are in addition to any other rights and remedies provided by law, under this Master Agreement or under Applicable Contract Documents. 7. SUCCESSORS AND ASSIGNS. The Contractor will not assign, sublet, or transfer any rights under or interest in this Master Agreement or under Contract Documents without the prior written consent of the Owner. No assignment will release or discharge the Contractor from any duty or responsibility under this Master Agreement or Contract Documents. 8. CONNECTICUT SALES AND USE TAX. The Owner is a tax-exempt institution. The Contractor will be familiar with the current regulations of the Department of Revenue Services. The tax on materials or Page 8 of23 ContractNo

9 , supplies exempted by such regulations shall not be included as part of the compensation for any individual project, or any application for payment, or request for a change order or other compensation. A Sales Tax Certificate is available from the Purchasing Department of the Owner upon written request. 9. INDEMNIFICATION AND CLAIMS. 9.1 INDEMNIFICATION Generally. To the fullest extent permitted by law the Contractor shall defend, indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of Work in connection with this Master Agreement and Contract Documents, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the willful, wanton or negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 9.1. Nothing in this Section shall be construed as obligating the Contractor to indemnify or hold harmless any of the parties indemnified hereunder against liability for damage arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of any such indemnified party, or such party's agents or employees No Limitation. In claims against any person or entity indemnified under this Section by an employee of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts Insurance. For each Project that is the subject of a Contract, the Contractor further agrees to obtain and maintain at its expense such general liability insurance coverage as will insure the provisions of this Section and other contractual indemnity obligations assumed by the Contractor in this Master Agreement and/or such Contract Environmental Indemnity. The Contractor shall defend, indemnify and hold harmless the Owner, the Architect, and the Architect's consultants and their agents and employees from and against all claims, damages, losses, including, but not limited to, attorney's fees, arising out of or resulting from any type of pollution and/or environmental impairment into or upon the land, the atmosphere, or any course or body of water that is above or below ground, which is caused by any negligent or willful or wanton act or omission of the Contractor, Subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The Contractor shall further indemnify and hold harmless the Owner, the Architect, and the Architect's consultants, and the agents and employees of any of them, as set out above for any acts that are outside of the contract specifications, and without the supervision or direction of the Owner, its Architects and Engineers; additionally this same indemnification shall apply to the misuse or malfunction of any equipment rented, owned, or leased by the Contractor, subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. Nothing in this Section shall be construed as obligating the Contractor to indemnify or hold harmless any of the parties indemnified hereunder against liability for damage arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of any such indemnified party, or such party's agents or employees. Page 9 of23 ContractNo

10 . 9.2 CONTRACTOR SUPPLIES. The Owner assumes no responsibility or liability for loss or damage to the Contractor's equipment, materials, or supplies. 9.3 SURVIVAL. The provisions of this Section 9 shall survive termination or expiration of this Master Agreement and each Contract. 9.4 DISPUTE RESOLUTION Mediation. In the event of any disputed claims between the parties under this Master Agreement or any Contract, the parties agree to submit the disputes to non-binding mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association. If the parties are not successful in resolving the dispute through the mediation within thirty days of the submittal to mediation, then the parties may pursue such other legal remedies as are available to them under Connecticut law or statutes Unresolved Owner Claim. Should the Owner have a claim against the Contractor which has not been resolved by mediation, the parties agree that the Owner shall have the option of either prosecuting the claim against the Contractor in an appropriate court of general jurisdiction, or by arbitrating the claim by filing a demand for arbitration pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association Unresolved Contractor Claim. Should the Contractor have a claim against the Owner which has not been resolved by mediation, the Contractor's rights to assert its claim against the Owner shall be as are set forth in Connecticut General Statutes Section 4-61, if that statute is applicable. If C.G.S. Section 4-61 is not applicable, the Contractor's sole and exclusive remedy for the presentation of any claim against the Owner or the State of Connecticut arising from this Master Agreement or under any Contract shall be in accordance with Chapter 53 of the Connecticut General Statutes (Claims against the State), and the Contractor agrees not to initiate legal proceedings except as authorized by that Chapter in any State or Federal Court in addition to or in lieu of said Chapter 53 proceedings ITB Contracts. Claims arising out of a Project which is the subject of an ITB Contract shall further be governed by the applicable provisions of such ITB Contract. In the event and to the extent of any inconsistency between Sections 9.5, 9.6 and 9. 7 of this Master Agreement and the applicable provisions of the ITB Contract for a Project, the terms of the ITB Contract shall control with regard to such Project. 10. CONFIDENTIALITY OF DOCUMENTS GENERALLY. The Contractor agrees on behalf of the Contractor and the Contractor's principals, employees, agents, heirs, successors and assigns that they will only utilize drawings, specifications, maps, reports, records or other documents to the extent necessary for the performance of the Contractor's work and duties under this Master Agreement and under Contracts. This limitation on use applies to those items produced by the Contractor, as well as to those items received by the Contractor from the Owner or others in connection with the Contractor's work and duties under this Master Agreement and under Contracts DISCLOSURE. The Contractor further agrees that said drawings, specifications, maps, reports, records and other documents may not be released to any other entity or person except for the sole purpose of the work described in contracts issued under this Master Agreement, or as required under the Connecticut Freedom of Information Act. No other disclosure will be permitted without the prior written consent of the Owner. Page 10 of23 Contract No

11 ' 10.3 SUBCONTRACTORS. The Contractor further agrees that the following provision will be included in its contracts with Subcontractors: Any and all drawings, specifications, maps, reports, records or other documents associated with the contract work will only be utilized to the extent necessary for the performance of the work and duties under this contract. Said drawings, specifications, maps, reports, records and other documents may not be released to any other entity or person except for the sole purpose of the work described in this contract, or as required under the Connecticut Freedom of Information Act. No other disclosure will be permitted without the prior written consent of the Owner. When any such drawings, specifications, maps, reports, records or other documents are no longer needed, they will be destroyed. 11. REPRESENTATIONS OF PROJECT. The Contractor is hereby specifically cautioned that unless specifically authorized in writing by an authorized University official, the Contractor will have no right to use, and will not use, in any manner, the name the University of Connecticut, its officials or employees, or the Seal of the Owner: (a) in any advertising, publicity, promotion; nor (b) to express or to imply any endorsement of Contractor's work product or services. 12. THIRD PARTIES. Nothing contained in this Master Agreement will be deemed to create a contractual relationship between any third party and the Owner or the Contractor, or be deemed to give any third party any claim or right of action against the Owner or the Contractor which does not otherwise exist without regard to this Master Agreement. 13. RECORDS GENERALLY. Records of any reimbursable expenses and any services performed on an hourly basis will be kept on the basis of generally accepted accounting principles, and will be available to the Department's authorized representative at mutually convenient times OWNER INSPECTION. The Contractor will permit the Owner or its duly authorized representative to examine and copy books and records of the Contractor relative to charges for additional services, alleged breaches of Contract, settlement of claims, or any other matter involving the Contractor's demand for additional compensation from the Owner. The Contractor will also permit such examination and copying of its records as the Owner may deem necessary, excepting papers and records preceding the execution of the Contract that are not a matter of record with the Owner, in order to determine that the Contractor has complied with all laws and regulations pertaining to the Contract, such as, but not limited to, Labor Compliance, Affirmative Action Program and Equal Employment Opportunity RETENTION PERIOD. The Contractor further agrees that it will keep all records relating to this Master Agreement and to each individual Project that is the subject of a Purchase Order, until the later of: (i) three (3) years after final payment under such Purchase Order is made and (ii) six (6) months after settlement of any disputes associated with the Project. Records related to a Project that is the subject of an ITB Contract shall be retained in accordance with such ITB Contract SUBCONTRACTS. The Contractor further agrees that it and its subcontractors or subsubcontractors will permit the Owner, at its own expense, by its duly authorized representatives, to inspect and audit all their data, records and files pertaining to this Master Agreement and any Contracts. Page 11 of23 (Last Revised 12115/2015)

12 14. NOTICE POINT OF CONTACT. The Contractor will be required to identify a single point of contact for all electronic notifications from the Owner. Any change to the identified single point of contact must be provided in writing to the Owner's Office of Capital Projects and Contract Administration METHOD OF NOTICE. All notices, demands or requests provided for or permitted to be given pursuant to this Master Agreement or any Contract must be in writing. All notices, demands and requests shall be deemed to have been properly served if sent by Federal Express or other reputable express carrier for next business day delivery, charges billed to or prepaid by shipper; or if deposited in the United States mail, registered or certified with return receipt requested, proper postage prepaid, addressed as follows: If to the Owner:* Capital Project and Contract Administration, University of Connecticut, 3 Discovery Drive, Unit 6076, Storrs, Connecticut If to the Contractor:* Com Net Communications, LLC, 1 Park Ridge Road, Suite 9, Berkshire Corporate Park, Bethel, Connecticut [Note:* Any party may change its Notice information by giving written notice in accordance with this section.] 15. CONFLICTS/INCONSISTENCIES. In the event of any inconsistencies within or between any parts or provisions of this Master Agreement, any Schedule, Exhibit or Attachment to this Master Agreement, the Contract Documents for any individual Project, or any applicable standards, codes or ordinances, the Contractor shall inform the University of such inconsistency and shall, unless otherwise instructed by the University, be dee~ed (1) obligated to provide the better quality or greater quantity of services, (2) obligated to comply with the more stringent requirement, or (3) be entitled to the lesser amount of compensation, as the case may be. 16. AMENDMENTS TO CONTRACT. Any changes to this Master Agreement will only be made by written Amendment executed by both parties, other than extensions that may be effected pursuant to Section 2.2. Changes to an ITB Contract may be made in the manner described in the ITB Contract. Changes to a Purchase Order may be made by issuance of an amended Purchase Order or an amendment to the Purchase Order, which amended Purchase Order or amendment, as the case may be, shall become binding in the manner described in Section GENDER NEUTRAL PROVISION. The language of this Master Agreement is intended to be gender neutral. Thus whenever the terms "he", "she", "his", "her", "it", or similar term is used such terms will be considered to mean "he", "she" or "it", "his", "her", or "its" or other such gender neutral phraseology. 18. CONNECTICUT LAW. It is agreed that this Master Agreement and any Contract will be governed by, construed, and enforced in accordance with the laws of the State of Connecticut. 19. COMPLIANCE WITH LAW, CODES. In performing its obligations under this Master Agreement and any Contract, the Contractor shall comply with all applicable statutes, laws, ordinances, regulations, Page 12 of23

13 . codes, rules or orders of, or issued by any governmental body having jurisdiction over the Work, location of Work, and/or the Contract. 20. INCORPORATION OF LAW. Each and every provision of law and clause required by law to be inserted in this Master Agreement shall be deemed to be inserted herein and in any Contract and this Master Agreement and/or Contract, as the case may be, shall be read and enforced as though it were included herein. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the Master Agreement and/or the Contract, as the case may be, shall forthwith be physically amended to make such insertion. 21. ETHICS AND COMPLIANCE HOTLINE. In accordance with the Owner's compliance program, the Owner has in place an anonymous ethics and compliance reporting hotline service Any person who is aware of unethical practices, fraud, violation of state laws or regulations or other concerns relating to Owner policies and procedures can report such matters anonymously. Such persons may also directly contact the Owner's compliance office at: Office of Audit, Compliance, and Ethics, 9 Walters Avenue, Unit 5084, Storrs, CT ; Phone ; Fax As a provider of goods and/or services to the Owner, the Contractor is hereby required to notify its employees, as well as any subcontractors, who are involved in the implementation of this Master Agreement, of this reporting mechanism. 22. NONDISCRIMINATION AND AFFIRMATIVE ACTION PROVISIONS, NONDISCRIMINATION PROVISIONS REGARDING SEXUAL ORIENTATION, EXECUTIVE ORDERS: 22.1 NON-DISCRIMINATION. References in this section to "Contract" shall mean this Master Agreement and references to "Contractor" shall mean the Contractor. (a) For purposes of this Section, the following terms are defined as follows: (i) "Commission" means the Commission on Human Rights and Opportunities; (ii) "Contract" and "contract" include any extension or modification of the Contract or contract; (iii) "Contractor" and "contractor" include any successors or assigns of the Contractor or contractor; (iv) "Gender identity or expression" means a person's genderrelated identity, appearance or behavior, whether or not that gender-related identity, appearance or behavior is different from that traditionally associated with the person's physiology or assigned sex at birth, which gender-related identity can be shown by providing evidence including, but not limited to, medical history, care or treatment of the gender-related identity, consistent and uniform assertion of the gender-related identity or any other evidence that the gender-related identity is sincerely held, part of a person's core identity or not being asserted for an improper purpose; (v) "good faith" means that degree of diligence which a reasonable person would exercise in the performance of legal duties and obligations; (vi) "good faith efforts" shall include, but not be limited to, those reasonable initial efforts necessary to comply with statutory or regulatory requirements and additional or substituted efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements; (vii) "marital status" means being single, married as recognized by the State of Connecticut, widowed, separated or divorced; (viii) "mental disability" means one or more mental disorders, as defined in the most recent edition of the American Psychiatric Association's "Diagnostic and Statistical Manual of Mental Disorders", or a record of or regarding a person as having one or more such disorders; (ix) "minority business enterprise" means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Page 13 of23

14 -. Connecticut General Statutes 32-9n; and (x) "public works contract" means any agreement between any individual, firm or corporation and the State or any political subdivision of the State other than a municipality for construction, rehabilitation, conversion, extension, demolition or repair of a public building, highway or other changes or improvements in real property, or which is financed in whole or in part by the State, including, but not limited to, matching expenditures, grants, loans, insurance or guarantees. For purposes of this Section, the terms "Contract" and "contract" do not include a contract where each contractor is (1) a political subdivision.of the state, including, but not limited to, a municipality, (2) a quasi-public agency, as defined in Conn. Gen. Stat. Section 1-120, (3) any other state, including but not limited to any federally recognized Indian tribal governments, as defined in Conn. Gen. Stat. Section 1-267, (4) the federal government, (5) a foreign government, or (6) an agency of a subdivision, agency, state or government described in the immediately preceding enumerated items (1), (2), (3), (4) or (5). (b) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Contractor that such disability prevents performance of the work involved; (2) the Contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, to state that it is an "affirmative action-equal opportunity employer" in accordance with regulations adopted by the Commission; (3) the Contractor agrees to provide each labor union or representative of workers with which the Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which the Contractor has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers' representative of the Contractor's commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) the Contractor agrees to comply with each provision of this Section and Connecticut General Statutes 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes 46a-56, 46a-68e and 46a-68f; and (5) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor as relate to the provisions of this Section and Connecticut General Statutes 46a-56. If the contract is a public works contract, the Contractor agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects. (c) Determination of the Contractor's good faith efforts shall include, but shall not be limited to, the following factors: The Contractor's employment and subcontracting policies, patterns and practices; affirmative advertising, recruitment and training; technical assistance activities and such other Page 14 of23

15 reasonable activities or efforts as the Commission may prescribe that are designed to ensure the participation of minority business enterprises in public works projects. (d) The Contractor shall develop and maintain adequate documentation, in a manner prescribed by the Commission, of its good faith efforts. (e) The Contractor shall include the provisions of subsection (b) of this Section in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes 46a-56; provided if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to enter into any such litigation or negotiation prior thereto to protect the interests of the State and the State may so enter. (f) The Contractor agrees to comply with the regulations referred to in this Section as they exist on the date of this Contract and as they may be adopted or amended from time to time during the term of this Contract and any amendments thereto. (g) (1) The Contractor agrees and warrants that in the performance of the Contract such Contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation; (2) the Contractor agrees to provide each labor union or representative of workers with which such Contractor has a collective bargaining Agreement or other contract or understanding and each vendor with which such Contractor has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers' representative of the Contractor's commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) the Contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes 46a-56; and (4) the Contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Contractor which relate to the provisions of this Section and Connecticut General Statutes 46a- 56. (h) The Contractor shall include the provisions of the foregoing paragraph in every subcontract or purchase order entered into in order to fulfill any obligation of a contract with the State and such provisions shall be binding on a subcontractor, vendor or manufacturer unless exempted by regulations or orders of the Commission. The Contractor shall take such action with respect to any such subcontract or purchase order as the Commission may direct as a means of enforcing such provisions including sanctions for noncompliance in accordance with Connecticut General Statutes 46a-56; provided, if such Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the Commission, the Contractor may request the State of Connecticut to Page 15 of23 ContractNo