Cable Telecommunications Services Incorporated Contract

RECITALS:

WHEREAS, SUBCONTRACTOR is an independent contractor who is engaged in the business of and has
knowledge of installing and/or providing other services related to Cinergy Metro Net’s system and
servicing;

WHEREAS, it is the mutual desire of CABLE TELECOMMUNICATIONS SERVICES INCORPORATED and
SUBCONTRACTOR to enter into this agreement upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties mutually
agree as follows:

SERVICES

1. Throughout the term of this Agreement and unless earlier terminated in accordance with
the provisions of Paragraphs 21-27 below, SUBCONTRACTOR agrees to perform the services
as detailed in the scope of work for CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED. CABLE TELECOMMUNICATIONS SEVICES INCORPORATED agrees to pay
SUBCONTRACTOR for such services in accordance with the schedule of rates and fees set
forth in Exhibit B. Scope of work and Exhibit B (CTSI Daily) are attached to this Agreement
and are incorporated into this Agreement by reference.

2. SUBCONTRACTOR will be scheduled daily to complete work as scheduled by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED, any work left uncompleted can result in
a charge back of no less than thirty five and no/100 dollars ($35.00) per job to the
SUBCONTRACTOR. SUBCONTRACTOR must provide CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED at least twelve (12) hour notice that SUBCONTRACTOR is
unavailable to provide services, with the exception of the following:

a. Sudden Illness, if kept off schedule for more than 48 hours a note from a licensed
nurse or physician must be provided as proof of unavailability.

b. Accident with vehicle or related injury to an accident, a copy of the police report
must be provided as proof of unavailability.

c. Death of immediate family member; this includes significant other, parents, siblings,
children and grandchildren; a newspaper copy of death notice must be provided as
proof of unavailability.

d. SUBCONTRACTOR is allowed three (3) personal days per calendar year that does not
require twelve hour notice and will not be penalized with a charge back fee.

PERFORMANCE OF WORK
SUBCONTRACTOR shall be responsible for the manner of completion of the work called for in the scope
of work, except where work is required to meet Federal, State, Local, Cable Telecommunications
Services Incorporated, Metro Net, and/or CUSTOMER’S standards and regulations, in which case
SUBCONTRACTOR shall perform and all work to be in compliance with such standards. Neither
SUBCONTRACTOR nor SUBCONTRACTOR’s ASSISTANTS shall be subject to direction or control by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED except to the extent that such direction and control
reasonably satisfies Metro Net, and or CUSTOMER’S standards and regulations. All scheduled work is to
be completed between the hours of 8:00 am and 8:00 pm, and later as deemed necessary to complete
all assigned projects and/or jobs.

SUBCONTRACTOR may use the assistance of employees (“ASSISTANTS”) to assist him/her in the
completion of the work specified in the scope of work. All ASSISTANTS used by SUBCONTRACTOR shall
be deemed employees of SUBCONTRACTOR and such ASSISTANTS will not be considered employees,
agents, or SUBCONTRACTORS of CABLE TELECOMMUNICATIONS SERVICES INCORPORATED for any
purposes whatsoever. SUBCONTRACTOR shall assume full responsibility for the actions of all such
ASSISTANTS while performing services under this contract and for payment of their compensation.
SUBCONTRACTOR shall also be responsible to pay any and all federal, state and local taxes or
contributions imposed or required, with respect to any such ASSISTANTS, including but not limited to:
unemployment insurance, workers compensation, social security, medical and income taxes. If
SUBCONTRACTOR utilizes the assistance of ASSISTANTS, SUBCONTRACTOR must conduct a detailed
background check on each ASSISTANT and must provide a copy of the background check to Cable
Telecommunications Services Incorporated prior to the ASSISTANT being allowed to assist
SUBCONTRACTOR on any job. No persons not approved as an ASSISTANT by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED shall accompany SUBCONTRACTOR to any
CUSTOMER’s premises. All ASSISTANTS will have the same insurance and workers compensation
requirements as the SUBCONTRACTOR, and must provide CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED a copy of said insurance and workers compensation documentation.

3. Every part of the work herein described shall be executed in a sound, workmanlike, and
substantial manner. SUBCONTRACTOR will take all required, necessary, and customary
precautions in introducing and maintaining safety measures against all hazards likely to be
connected with the types of work involved hereunder. Protective arrangements will be
made by SUBCONTRACTOR in all instances to prevent work operations from damaging the
CUSTOMER’s premises in any way.

4. SUBCONTRACTOR will keep all goods, materials and equipment that may be involved in its
services stored and secured in an appropriate manner. SUBCONTRACTOR shall be liable for
any loss or damage to any goods, materials, work in place or the CUSTOMER’s premises
caused by the negligence of SUBCONTRACTOR or his/her ASSISTANTS.

5. SUBCONTRACTOR will perform all work as neatly as is consistent with correct performance
of his/her tasks, and will keep the CUSTOMER’s premises clean of all trash, rubble, clutter,
and refuse accumulated from SUBCONTRACTOR’s work operations. In addition,
SUBCONTRACTOR agrees that when performing services in accordance with this Agreement,
SUBCONTRACTOR and SUBCONTRACTOR’s ASSISTANTS and or employees
(a) will be clean shaven or beard will be neatly trimmed, (b) will have long hair tied back and neatly combed,
(c) will wear clean clothing and work boots or appropriate shoes, every day, and (d) bathe
and use deodorant regularly.

WARRANTY OF WORK
6. SUBCONTRACTOR warrants all services and materials it provides against defects in the
materials and in SUBCONTRACTOR’s workmanship for a period of ninety (90) days after the
date of completion of the work assignment (“warranty period”). In accepting each job,
SUBCONTRACTOR agrees to complete the job to the satisfaction of the CUSTOMER. During
the warranty period, upon a CUSTOMER complaint or upon a CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED QC determination of a deficiency in
quality of materials, damages to premises or workmanship, CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED will, at its sole option, either require SUBCONTRACTOR to remedy
or replace any defective components of the guaranteed work at no cost to CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED or CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED itself will remedy or replace the defective components or
workmanship and will deduct the full amount paid to SUBCONTRACTOR on
SUBCONTRACTOR’s next scheduled payment. SUBCONTRACTOR agrees to such deduction.
In addition, if any work must be redone in accordance with this section by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED, CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED will also deduct a $35.00 chargeback fee for each job regardless
of the amount of work which must be redone. SUBCONTRACTOR agrees to such deduction.

7. Acceptance shall be final and conclusive upon receipt of payment for the entire job or work
performed except as to hidden defects, fraud, or as to the rights of the CUSTOMER or CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED under any warranty or guarantee period.
Hidden defects are described as those defects in materials or workmanship or both, which
would not ordinarily be discovered during normal inspections CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED will, at its sole option, either require
SUBCONTRACTOR to remedy or replace any defective components of the guaranteed work
at no cost to CABLE TELECOMMUNICATIONS SERVICES INCORPORATED or CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED itself will remedy or replace the
defective components or workmanship and will deduct the full amount paid to
SUBCONTRACTOR on SUBCONTRACTOR’s next scheduled payment. SUBCONTRACTOR
agrees to such deduction. In addition, if any work must be redone in accordance with this
section, CABLE TELECOMMUNICATIONS SERVICES INCORPORATED will also deduct a $35.00
chargeback fee for each job regardless of the amount of work which must be redone.
SUBCONTRACTOR agrees to such deduction. In addition, any damage claim billed to CABLE

TELECOMMUNICATIONS SERVICES INCORPORATED, regardless if SUBCONTRACTOR had
notice or an opportunity to remedy the damage, will be deducted from invoices submitted
by SUBCONTRACTOR. SUBCONTRACTOR agrees to such deduction. Upon written request
by:

SUBCONTRACTOR, within five (5) days of such deduction, CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED will provide documentation of any such defects, deficiencies or
damages.

PAYMENT
8. CABLE TELECOMMUNICATIONS SERVICES INCORPORATED shall pay SUBCONTRACTOR for each
category of work performed on the basis of rates or amounts as set forth in the Company Handbook
that is provided to the SUBCONTRACTOR subject to the following provisions:

A. On or before the first day of each week (Monday) by 9:00 am, during the term of this
Agreement, SUBCONTRACTOR Invoice, SUBCONTRACTOR shall submit to CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED, itemizing work completed during the
preceding week. Along with each invoice, SUBCONTRACTOR shall submit to CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED proof that the work called for in the scope of
work was completed. Failure to comply will result in invoices not being paid for a minimum of
ten (10) business days.

B. SUBCONTRACTOR’s failure to submit an invoice on or before the first day of each week
(Monday) by 9:00 am, will result in SUBCONTRACTOR waiving payment and a $35.00 chargeback
per day, per invoice. SUBCONTRACTOR agrees and understands that if SUBCONTRACTOR fails to
submit an invoice on or before the first day of each week, SUBCONTRACTOR will not be paid for
the work done that previous week, and understands that payment could be delayed for up to
ten (10) business days. Time is of the essence with respect to submitting invoices.

C. CABLE TELECOMMUNICATIONS SERVICES INCORPORATED shall accept invoices submitted
by SUBCONTRACTOR unless: (1) CABLE TELECOMMUNICATIONS SERVICES INCORPORATED has
received notice that the work performed by SUBCONTRACTOR was unsatisfactory; or (2)
SUBCONTRACTOR has not submitted acceptable proof that the work was completed.
Acceptance of the invoice may be withheld by CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED until such defects are cured.

D. Payment shall be made within thirty (30) days after the acceptance of the invoice (less any
sums due CABLE TELECOMMUNICATIONS SERVICES INCORPORATED, including any cash
advances and/or loans that are owed to CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED).

E. CTSI reserves the right to withhold a Warranty Deposit in the amount of One Thousand and
no/100 dollars ($1,000.00) or Fifty Percent (50%) of SUBCONTRACTORS average weekly invoice,
whichever is greater (to be calculated every 90 days). This Warranty Deposit will be withheld
from the SUBCONTRACTORS pay for ninety (90) days after the SUBCONTRACTORS last day. This
is in accordance with paragraph 7 of this contract. After ninety (90) days, from the last day
worked, CABLE TELECOMMUNICATIONS SERVICES INCORPORATED will return the full Warranty
Deposit amount providing no claims from customers were made against the SUBCONTRACTOR.
In the event the SUBCONTRACTOR has a claim brought against him/her from a customer or
through CABLE TELECOMMUNICATIONS SERVICES INCORPORATED QC’S. The amount of the
claim will be deducted from the Warranty Deposit and the remaining amount sent to the
SUBCONTRACTORS address given in the written notice. Providing that the SUBCONTRACTOR
gives a written two (2) week notice before the last day he/she works. If the SUBCONTRACTOR
leaves with equipment and/or supplies that were given to complete a job for CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED or Cinergy Metro Net, and does not return
items assigned or given, the SUBCONTRACTOR forfeits the entire Warranty Deposit, or final
invoice payment, whichever is greater.

EQUIPMENT
11. SUBCONTRACTOR shall provide, at his/her sole expense all supplies necessary for the good and
workman like completion of the work specified in the scope of work. All such supplies so provided will
be of the highest quality.
12. SUBCONTRACTOR shall be responsible for providing appropriate and necessary transportation for its
ASSISTANTS, materials, tools and supplies. SUBCONTRACTOR shall maintain liability and property
damage insurance coverage on all vehicles so used.
13. SUBCONTRACTOR, at his/her sole expense shall be responsible for maintaining continuous and
adequate insurance coverage throughout the term of this Agreement. Adequate insurance shall be
defined by industry standards, and federal, state and local requirements. Required insurance coverage
includes, but is not limited to general liability insurance, automobile liability insurance, personal
property insurance and workers compensation insurance.

A. A certificate of insurance must be provided to CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED upon execution of this Agreement and every January of the following year thereafter.
SUBCONTRACTOR must carry at least $1,000,000 general liability insurance and at least the statutory
minimum for workers compensation. A Workers Compensation waiver is also acceptable.

14. Both CABLE TELECOMMUNICATIONS SERVICES INCORPORATED and SUBCONTRACTOR expressly
agree that SUBCONTRACTOR is and shall be treated as an independent contractor for CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED in the performance of SUBCONTRACTOR’S services
under this Agreement. This Agreement shall not render the SUBCONTRACTOR an employee, partner,
agent of or joint venture of CABLE TELECOMMUNICATIONS SERVICES INCORPORATED for any purpose.

15. SUBCONTRACTOR shall not hold himself/herself out to be an employee or agent for CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED or use the name CABLE TELECOMMUNICATIONS
SERVICES INCORPORATED in his/her business in any way.

16. CABLE TELECOMMUNICATIONS SERVICES INCORPORATED shall not be responsible for any expenses
incurred by his/her or by his/her ASSISTANTS for any of SUBCONTRACTORS acts or omissions.

17. SUBCONTRACTOR shall with respect to materials and workmanship supplied by CONTRACTOR and
without increases in the scheduled rates and fees set forth in the scope of work attached hereto, does
each of the following:

a. Comply with all laws, rules ordinances and regulations of all federal, state or local political
bodies having jurisdiction over the work and obtain all permits and licenses.

Termination

18. The parties agree that if either party violates any provision of this agreement or any other
Agreements between the parties then this Agreement and all rights hereunder may be immediately
terminated at the option of the non-breaching party.

19. The parties agree that either party may terminate this Agreement for any reason with a fifteen (15)
DAY NOTICE. In the event the SUBCONTRACTOR terminates this Agreement for any reason without
giving a fifteen (15) day notice or before completion of the work specified in the scope of work,
SUBCONTRACTOR agrees to forfeit payments of incomplete work and or charged back for any
uncompleted work that was assigned, and Warranty Deposit money that has been withheld.

Miscellaneous
20. To the fullest extent permitted by law, SUBCONTRACTOR shall indemnify and hold harmless CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED, and its agents, owners and employees, from and
against all claims, damages, penalties, losses and expenses, including but not limited to:

A. The performance of SUBCONTRACTORs services under this Agreement, provided that such
claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or
injury to or destruction of tangible property including loss or use resulting from, but only to the
extent caused in whole or in part by the negligent acts or omissions of SUBCONTRACTOR,
SUBCONTRACTORS ASSISTANTS, anyone directly or indirectly employed by SUBCONTRACTOR.

B. SUBCONTRACTORS are required to pay any and all federal, state and local taxes or
contributions imposed or required, with respect to SUBCONTRACTOR and his/her ASSISTANTS
including, but not limited to: unemployment insurance, workers compensation, social security,
Medicare and income taxes.

21. SUBCONTRACTOR agrees to refrain, at all times, from misrepresentation of the system, the service,
the offer, or the program being offered at CABLE TELECOMMUNICATIONS SERVICES INCORPORATED.
Such misrepresentations shall result in immediate termination of this Agreement by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED. As a consequence for said misrepresentation
SUBCONTRACTOR shall forfeit any and all monies due. The aforementioned money shall not serve to
deprive SUBCONTRACTOR of earned payments, but shall serve to protect CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED from any willful attempt on the part of
SUBCONTRACTOR to discredit or misinterpret the program being offered.

22. In the event that any amounts owed to CABLE TELECOMMUNICATIONS SERVICES INCORPORATED
under this or any other Agreement, including loans or advances, are not paid within Fourteen (14) days
of SUBCONTRACTORS last day of service, interest on the unpaid amounts will accrue at an 18% monthly
rate, and will be deducted from a final invoice and or the Warranty Deposit held by CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED. If CABLE TELECOMMUNICATIONS SERVICES
INCORPORATED incurs any attorney’s fees and/or costs in the collection of such unpaid amounts,
SUBCONTRACTOR agrees to be liable for all costs.

23. No waiver or modification of this Agreement, in whole or in part, will be valid unless in writing and
duly executed by each of the parties. Any waiver of any term, condition or provision of this Agreement
will not constitute a waiver of any term, condition or provision, nor will a waiver of any breach of any
term, condition or provision constitute a waiver of any subsequent or succeeding breach.

24. All of the provisions of this Agreement shall be binding of the parties and their respective heirs,
successors and assigns.

25. Section headings are not to be considered a part of this Agreement and are not intended to be a full
and accurate description of the contents within that section.

26. SUBCONTRACTOR agrees that there will be no bidding on a contract with Metronet, during the
duration of this contract with CABLE TELECOMMUNICATIONS SERVICES INCORPORATED. The
SUBCONTRACTOR also agrees that he/she will not, and cannot bid on a Cinergy Metro Net contract for
one (1) year after this contract has ended. In such a case where the SUBCONTRACTOR would engage a
contract with Cinergy Metro Net during the one (1) year Non-Compete agreement, then CABLE
TELECOMMUNICATIONS SERVICES INCORPORATED is entitled to fifty percent (50%) of said contract.
CABLE TELECOMMUNICATIONS SERVICES INCORPORATED reserves the right to release the
SUBCONTRACTOR from this Non-Compete clause at their discretion, by written agreement only.

IN WITNESS WHEREOF, the parties hereto have caused this document to be executed the date first above written.

CABLE TELECOMMUNICATIONS SERVICES INCORPORATED

 


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